EX-10.2



 Exhibit 10.2 

AMENDMENT TO MANAGEMENT AGREEMENT 

This AMENDMENT (this “Amendment”) TO THE MANAGEMENT AGREEMENT (the “Agreement”) dated as of August 4,
2010 by and among inVentiv Group Holdings, Inc. (formerly Papillon Holdings, Inc.), a Delaware corporation (“Group Holdings”), inVentiv Midco Holdings, Inc., a Delaware corporation (“Midco Holdings”), inVentiv
Holdings, Inc., a Delaware corporation (“Holdings”), inVentiv Acquisition, Inc. (formerly Papillon Acquisition Inc.), a Delaware corporation (“MergerCo”), inVentiv Health, Inc., a Delaware corporation (the
“Company”, and together with Group Holdings, Midco Holdings, Holdings and MergerCo, the “Companies”), and THL Managers VI, LLC, a Delaware limited liability company (“Sponsor”) is entered into as of
December 2, 2013. 
 RECITALS 

WHEREAS, effective as of August 4, 2010, MergerCo was merged with and into the Company, with the Company as the surviving
entity; and 
 WHEREAS, the Companies and the Sponsor desire to amend the terms of the Agreement as set forth below. 

AGREEMENT 
 Now,
THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: 

1. The definition of “Annual EBITDA” as set forth in Section 2 of the Agreement shall be amended to read as follows: 

“For purposes of this Agreement, “Annual EBITDA” means Consolidated EBITDA as defined in and computed in accordance with the
Credit Agreement in effect on the Closing Date (as defined in Merger Agreement) provided, however, that the following items shall be excluded from the amount calculated pursuant to clause (b) of such definition of Consolidated
EBITDA (and, as a result, the definition of Annual EBITDA shall not reflect any addition or increase in respect of any of the following items): 
  

	 	1.	any costs paid or incurred in connection with being a public company prior to the Closing Date and through the fiscal quarter of the Company ending September 30, 2010; 


 

	 	2.	any costs, charges, accruals and reserves in connection with any integration, transition, facilities openings, vacant facilities, consolidations, relocations and closings, permitted acquisitions and dispositions,
business optimization (including relating to systems design, upgrade and implementation costs), customer disputes, restructuring, severance, severance and curtailments or modifications to pension or postretirement employee benefit plans; and










	 	3.	the amount of “run-rate” cost savings and synergies projected by the Company in good faith to be realized as a result of specified actions taken or expected in good faith to be taken within 12 months following
the end of such period (calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions.


 The following items shall be added back to the amount calculated pursuant to clause (b) of such definition of
Consolidated EBITDA (and, as a result, the definition of Annual EBITDA shall be increased by the following items): 
  

	 	4.	Losses incurred from the repatriation of cash outside of the ordinary course. 

 Each item set
forth above shall be determined from the face of the Company’s consolidated financial statements or the notes thereto for such fiscal year; provided, however, that any such item not included on the face of the Company’s
consolidated financial statements or the notes thereto shall be derived from the books and records of the Company. 
 For the avoidance of
doubt, there shall be no double counting or duplication of any of the excluded or added back items above.” 
 2. Section 9 of the
Agreement shall be amended to read in its entirety as follows: 
 “9. Notice. All notices, demands, and
communications required or permitted under this Agreement will be in writing and will be effective if served upon such other party and such other party’s copied persons as specified below to the address set forth for it below (or to such other
address as such party will have specified by notice to each other party) if (i) delivered personally, (ii) sent and received by facsimile or (iii) sent by certified or registered mail or by Federal Express, UPS or any other comparably
reputable overnight courier service, postage prepaid, to the appropriate address as follows: 
 If to the Companies, or any of them, to them
at: 
  

			
	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street
	Boston, Massachusetts 02110
	Attention:	  	Todd M. Abbrecht
	Facsimile:	  	(617) 227-3514


  
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 and 
  

			
	inVentiv Health, Inc.
	One Van de Graaff Drive
	Burlington, Massachusetts 01803
	Attention:	  	Chief Executive Officer
	Facsimile:	  	(781) 425-4611

 with a copy to: 
  

			
	inVentiv Health, Inc.
	One Van de Graaff Drive
	Burlington, Massachusetts 01803
	Attention:	  	General Counsel
	Facsimile:	  	(781) 425-4611

 If to Sponsor, to it at: 
  

			
	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street
	Boston, Massachusetts 02110
	Attention:	  	Todd M. Abbrecht
	Facsimile:	  	(617) 227-3514

 with a copy to: 
  

			
	Ropes & Gray LLP
	One International Place
	Boston, Massachusetts 02110
	Attention:	  	David C. Chapin, Esq.
		  	Julie H. Jones, Esq.
	Facsimile:	  	(617) 951-7050

 Unless otherwise specified herein, such notices or other communications will be deemed
effective, (a) on the date received, if personally delivered or sent by facsimile during normal business hours, (b) on the business day after being received if sent by facsimile other than during normal business hours, (c) one
business day after being sent by Federal Express, UPS or other comparably reputable delivery service and (d) five business days after being sent by registered or certified mail. Each of the parties hereto shall be entitled to specify a
different address by giving notice as aforesaid to each of the other parties hereto.” 
 3. Severability. If in any judicial or
arbitral proceedings a court or arbitrator refuses to enforce any provision of this Amendment, then such unenforceable provision will be deemed eliminated from this Amendment for the purpose of such proceedings to the extent necessary to


  
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permit the remaining provisions to be enforced. To the full extent, however, that the provisions of any applicable law may be waived, they are hereby waived to the end that this Amendment be
deemed to be valid and binding agreement enforceable in accordance with its terms, and in the event that any provision hereof is found to be invalid or unenforceable, such provision will be construed by limiting it so as to be valid and enforceable
to the maximum extent consistent with and possible under applicable law. 
 4. Entire Agreement. The Agreement, as amended by this
Amendment, contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior communication or agreement with respect thereto. Except as amended by this Amendment, all other terms and provisions of
the Agreement shall remain in full force and effect. 
 5. Counterparts. This Amendment may be executed in any number of counterparts
and by each of the parties hereto in separate counterparts, each of which when so executed will be deemed to be an original and all of which together will constitute one and the same agreement. 

[The remainder of this page is intentionally left blank. Signatures follow.] 

  
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 IN WITNESS WHEREOF, each of the parties has caused
this Agreement to be executed on its behalf as an instrument under seal as of the date first above written by its officer or representative thereunto duly authorized. 
  

									
	THE COMPANIES:	 		 	INVENTIV GROUP HOLDINGS, INC.
				
		 		 	By:	 	 /s/ Eric Sherbet

		 		 		 	Name:	 	Eric Sherbet
		 		 		 	Title:	 	General Counsel
			
		 		 	INVENTIV MIDCO HOLDINGS, INC.
				
		 		 	By:	 	 /s/ Eric Sherbet

		 		 		 	Name:	 	Eric Sherbet
		 		 		 	Title:	 	General Counsel
			
		 		 	INVENTIV HOLDINGS, INC.
				
		 		 	By:	 	 /s/ Eric Sherbet

		 		 		 	Name:	 	Eric Sherbet
		 		 		 	Title:	 	General Counsel
			
		 		 	INVENTIV HEALTH, INC.
				
		 		 	By:	 	 /s/ Eric Sherbet

		 		 		 	Name:	 	Eric Sherbet
		 		 		 	Title:	 	General Counsel









							
	SPONSOR:	 		 	THL MANAGERS VI, LLC
		 		 	BY: THOMAS H. LEE PARTNERS, L.P., ITS
		 		 	MANAGING MEMBER
		 		 	BY: THOMAS H. LEE ADVISORS, LLC, ITS
		 		 	GENERAL PARTNER
				
		 		 	By:	 	 /s/ Todd M. Abbrecht

		 		 		 	Name:
		 		 		 	Title: