Deed No. 134/2010
    
    EXHIBIT 10.9
 
     Dr. Klaus Sommerlad
   a)
    
    Dr. Christoph Papenheim, born 28 March 1967, with business address c/o DLA Piper UK LLP,
Westhafenplatz 1, 60327 Frankfurt am Main, identified by presenting his valid identity card
no. 401427646.
  CareFusion Germany 234 GmbH Handelsregister Amtsgericht Seller Vendor




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b)
    
    Dr. Thomas Schulz, born 5 October 1963, with business address c/o Noerr LLP, Börsenstraße 1,
60313 Frankfurt am Main, identified by presenting his valid German passport no. 8356101563.
  Blitz F10-acht-drei-fünf GmbH & Co. KG Purchaser
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
    
    an extract of the commercial register of the Subsidiary to Schedule 3.5 (Appendix I)
    
    Schedule 7.3 shall include Annex A (Appendix II)
    
    Schedule 7.3 shall include Schedule A (Appendix III)
 
    
    Schedule 7.4 shall include Schedules 1, 2 and 3 to the Supply Agreement between
Research Services Germany 234 GmbH and CareFusion Germany 234 GmbH (Appendix IV)
 
    
    Schedule 7.4 shall include Schedules 1, 2 and 3 to the Supply Agreement between
CareFusion Germany 234 GmbH and Research Services Germany 234 GmbH (Appendix V)
 
    
    Schedule 8 shall be exchanged with the new version (Appendix VI). The English
text in Appendix VI does not form part of this notarial deed and is for simplification
purposes only. The persons appearing declared this expressly and waived an official
reading. The German wording shall prevail.
 
    
    the following Appendices are additional attachments to schedule 8:Appendix VIIis attachment 2.1.a) and 2.1.b)Appendix VIIIis attachment 2.1.c)Appendix IXis attachment 2.1.d)Appendix Xis attachment 2.2Appendix XIis attachment 2.4Appendix XIIis attachment 8.9
 
    
    Schedule 10 shall include Appendix XIII(copyright assignment agreement) and
Appendix XIV(trademark transfer agreement)
 
    
    in Schedule 12 Part 2 paragraph 1.c blue shall be replaced by yellow
    
    Schedule 12 Part 2, Annex 1, shall be exchanged with Schedule 12 Part 3, Annex 1.
  3




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AGREEMENT
   Research Services Germany 234 GmbH
  (1) CareFusion Germany 234 GmbH
  (2) Blitz F10-acht-drei-fünf GmbH & Co. KG
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CONTENTS
 1.
    
    
    DEFINITIONS AND INTERPRETATION

72.
    
    
    SALE, PURCHASE AND TRANSFER OF SHARES

123.
    
    
    BREACH OF CONDITIONS, WARRANTIES AND COVENANTS AND LONG STOP DATE

124.
    
    
    CONSIDERATION

125.
    
    
    COMPLETION

136.
    
    
    WARRANTIES OF SELLER

137.
    
    
    LIMITATION ON THE SELLERS LIABILITY

148.
    
    
    TAX INDEMNIFICATION

149.
    
    
    SELLERS COVENANTS

1410.
    
    
    WARRANTIES AND COVENANTS OF PURCHASER

1511.
    
    
    COOPERATION

1612.
    
    
    CROSS INDEMNIFICATION AND TRANSFER OF US EMPLOYEES AND US AND OTHER NON-GERMAN ASSETS

1613.
    
    
    INFORMATION

1714.
    
    
    ANNOUNCEMENTS

1715.
    
    
    COSTS

1716.
    
    
    ASSIGNMENTS

1817.
    
    
    ENTIRE AGREEMENT

1818.
    
    
    SEVERABILITY

1819.
    
    
    NOTICES

1820.
    
    
    GOVERNING LAW AND ARBITRATION

19
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THIS
AGREEMENT Agreement
 BETWEEN:
 (1)
    
    The Seller; and(2)
    
    The Purchaser
 BACKGROUND
 A.
    
    Research Services Germany 234 GmbH in Gründung (Company) is a limited liability company
organized under the laws of the Federal Republic of Germany with office at Höchberg, Federal
Republic of Germany, which will be registered with the Commercial Register (Handelsregister)
of the Local Court (Amtsgericht) of Würzburg. The Company has a registered share capital in
the nominal amount of EUR 25,000, divided into 25,000 shares of EUR 1 each, the shares being
numbered from 1 to 25,000 (Current Shares). The Shares are fully paid up.
 B.
    
    According to a hive out agreement to be entered into on or about May 2, 2010 (before a notary
in Frankfurt am Main, Federal Republic of Germany) (Hive Out Agreement), the research
services business of the Seller will be hived out into the Company pursuant to Sec. 123 (3) of
the German Reorganization Act (Umwandlungsgesetz  UmwG) (the Hive Out). The registration of
the Hive Out with the Commercial Register  upon which the Hive Out becomes effective  has
not yet occurred, but is a Condition for the Completion of this Agreement. As consideration of
the Hive Out, 100 shares of EUR 1 each of the Company (Hive Out Shares, the Current Shares
and the Hive Out Shares together the Shares) are granted to the Seller with effect upon
registration of the Hive Out with the Commercial Register. The increased nominal share
capital of the Company will be 25,100 shares of EUR 1 each.
 C.
    
    Upon the Hive Out taking effect, the Company will hold two shares in the nominal amounts of
EUR 21,300 and EUR 3,800 representing the entire share capital in the nominal amount of EUR
25,100 of BIOSIGNA GmbH Institut für Biosignalverarbeitung und Systemanalyse, with registered
office in Munich, registered with the Commercial Register of the Local Court of Munich under
registration number HRA 163461 (Subsidiary).
 D.
    
    The research services business of the Seller to be hived-out into the Company consists of the
provision of customized hardware, software and services to support clinical trials through
three areas: respiratory, cardiac safety and electronic patient reported outcomes (ePRO)
including selling and marketing to pharmaceutical companies and clinical research
organizations and other companies or suppliers providing similar hardware, software or
services to pharmaceutical companies and clinical research organizations, and the provision of
such customized hardware, software and services in such areas to the primary care market
(Business).
 E.
    
    The Seller is the legal and beneficial owner of all Current Shares and upon Completion will
also be the legal and beneficial owner of all Hive Out Shares.
 F.
    
    The Seller intends to sell and transfer, and the Purchaser intends to purchase and accept the
transfer of, the Shares and the assets transferred pursuant to the US Transfer Documents for
the Consideration and upon the terms and conditions set out in this Agreement.
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IT IS AGREED:
 1.
    
    DEFINITIONS AND INTERPRETATION
 1.1.
    
    In this Agreement the following words and expressions shall (except where the context
otherwise requires) have the following meanings:
 Accounts Date
 Affiliate(s) Aktiengesetz
 Agreed Form
 Anti-Kickback Statute
 Antitrust Laws
 Audited Financial Statements
 Balance Sheet Date
 Business
 Business Day
 Cash
 Claim Addressee
 Closing Actions
 Company
 Completion
 Completion Accounts
 Completion Date
 Completion Payment
 Condition[s]
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Covenants
 Consideration
 Cross-Indemnification Obligation
 Current Shares
 Deferred Revenues
 Designated Individual
 Developers
 Disputes
 Draft Completion Accounts
 Employee(s)
 E&Y Audit Costs
 Expert
 Financial Statements
 Guaranty
 Guarantors
 Hive Out
 Hive Out Agreement
 Hive Out Shares
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Indebtedness 
 Inventory
 Indemnifiable Taxes
 Intellectual Property
 Key Employee(s)
 Know-How
 Knowledge
 Lien
 Losses
 Material Adverse Effect
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Material Contracts
 Notice
 Open Source Materials
 Pension Policies
 Permits
 Policies
 Products
 Quarterly Financial Statements
 Sellers Group
 Sellers Solicitors
 Shares
 Source Code
 Straddle Period
 Subsidiary
 Supply Agreements
 Systems
 Tax Indemnification Payment
 Taxes
 Tax Authority
 Tax Returns
 Third Party Claim
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Transaction Documents
 TSA
 Unaudited Financial Statements
 US Assignment
 US GAAP
 US Transfer Documents
 Warranties
 Working Capital Bonuses Pension Policies
 1.2.
    
    In this Agreement where the context admits:
 1.2.1.
    
    reference to a Clause, Schedule or paragraph is to a Clause, Schedule or a paragraph of a
Schedule of or to this Agreement respectively;
 1.2.2.
    
    reference to the parties to this Agreement includes their respective successors, permitted
assigns and personal representatives;
 1.2.3.
    
    reference to any party to this Agreement comprising more than one person includes each
person constituting that party;
 1.2.4.
    
    reference to any gender includes the other gender;
 1.2.5.
    
    reference to any professional firm or company includes any firm or company effectively
succeeding to the whole, or substantially the whole, of its practice or business;
 1.2.6.
    
    the index, headings and any descriptive notes are for ease of reference only and shall not
affect the construction or interpretation of this Agreement; and
 1.2.7.
    
    the Agreed Formin relation to any document means the form agreed between the parties to
this Agreement and, for the purposes of identification only, initialed by or on behalf of the
parties.
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1.3.
    
    If provisions in this Agreement include English terms after which, in either the same
provision or elsewhere in this Agreement, German terms have been inserted in brackets and/or
italics, the respective German terms alone and not the English terms shall be authoritative
for the interpretation of the respective provisions.
 2.
    
    SALE, PURCHASE AND TRANSFER OF SHARES
 2.1.
    
    The Seller hereby sells to the Purchaser the Shares. The Purchaser hereby accepts such sale
from the Seller.
 2.2.
    
    The Seller hereby transfers the Shares, subject to the following condition precedent
(Abtretung). The Purchaser, subject to the following condition precedent, hereby accepts such
transfer of the Shares. The aforementioned transfer and acceptance of transfer shall be
subject to the condition precedent of the payment of the Completion Payment, which condition
is irrefutably presumed to have occurred once the Seller has signed a confirmation of receipt
of payment. Seller shall notify the officiating notary in writing (with advance faxcopy to
004969719190219) of its confirmation of receipt of payment and attach a photocopy of its
signed confirmation of receipt of payment.
 2.3.
    
    The Purchaser acquires all ancillary rights and claims pertaining to the Shares free from all
Liens and together with all rights of any nature which are now or which may at any time become
attached to them or accrue in respect of them including (without limitation) all dividends and
distributions declared paid or made in respect of them.
 2.4.
    
    The obligation of the Seller and the Purchaser to effectuate the Completion of this
Agreement, including the obligations of the Purchaser to pay the Consideration, shall be
contingent on the Conditions.
 3.
    
    BREACH OF CONDITIONS, WARRANTIES AND COVENANTS AND LONG STOP DATE
 3.1.
    
    Subject to the fulfillment or waiver (by the Party to whose benefit the Condition is
applicable) of the Conditions, the parties endeavor to effect Completion on 28 May 2010 or as
soon thereafter as the Conditions may be satisfied or so waived, but in no event, later than
30 June 2010 or such later date as may be agreed in writing by the parties (Long Stop Date).
If the Conditions have not all been fulfilled or waived by the Party to whose benefit the
Condition is applicable, by the Long Stop Date, the Seller, on the one hand, and the
Purchaser, on the other hand, shall be entitled to rescind (zurücktreten) this Agreement, and,
except as set forth in Clause 3.2, none of the parties shall have any further rights or
obligations under this Agreement. A Party shall not be entitled to rescind this Agreement in
case that Party has caused a Condition not to be fulfilled.
 3.2.
    
    Upon termination of this Agreement pursuant to Clause 3.1, there shall be no further
obligation or liability hereunder, provided, however, that the provisions of Clauses 3.2. and
Clauses 14 through 20 shall survive such termination and provided, further, that no such
termination shall affect in any respect any claim a party may have for damages (including,
without limitation, fees and expenses of the transaction) in the event one party has caused a
Condition not to be fulfilled to avoid Completion of this Agreement.
 4.
    
    CONSIDERATION
 4.1.
    
    The Consideration shall be USD 81,000,000 (US Dollars eighty one million) adjusted on the
basis of the Completion Accounts as follows (Consideration):
 4.1.1.
    
    by adding Cash;
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4.1.2.
    
    by deducting Indebtedness;
 4.1.3.
    
    if the Working Capital exceeds USD 9,400,000.00 (US dollars nine million four hundred
thousand), by adding a sum equal to the Working Capital in excess of USD 9,400,000.00 (US
dollars nine million four hundred thousand); and
 4.1.4.
    
    if the Working Capital is less than USD 9,400,000.00 (nine million four hundred thousand US
dollars), by deducting the amount by which the Working Capital is less than USD 9,400,000.00
(US dollars nine million four hundred thousand).
 4.2.
    
    Prior to Completion, the Seller shall determine in good faith and in reasonable consultation
with the Purchaser an estimate of the Consideration as of Completion (Completion Payment).
The Seller shall no later than five (5) Business Days before Completion notify the Purchaser
of the amount of the Completion Payment, setting forth in reasonable detail the basis for the
calculation of the Completion Payment.
 4.3.
    
    On Completion, the Purchaser shall pay the Completion Payment to the Seller by wire transfer
of immediately available funds free of any costs and charges into an account of Seller,
details of which the Seller shall supply to the Purchaser no later than five Business Days
before Completion.
 4.4.
    
    Within five Business Days of the agreement or determination of the Completion Accounts in
accordance with Schedule 1:
 4.4.1.
    
    if the Consideration (determined on the basis of Completion Accounts) exceeds the Completion
Payment, the Purchaser shall pay the balance thereof to the Seller; or
 4.4.2.
    
    if the Completion Payment exceeds the Consideration, the Seller shall repay to the Purchaser
the overpayment of the Consideration.
 4.4.3.
    
    Any payment to be made pursuant to Clauses 4.4.1 or 4.4.2 shall be made together with
interest on the amount payable from and including the day after the Completion Date to (but
excluding) the actual date of payment at the rate of three percentage points per annum above
the base interest rate (Basiszinssatz) as published from time to time by the German Federal
Bank (Deutsche Bundesbank). Such interest shall accrue from day to day, and shall be
compounded monthly.
 5.
    
    COMPLETIONCompletion shall take place at the offices of Sellers Solicitors on the Completion Date
when each of the parties shall comply with the provisions of Schedule 7. On the Completion
Date, the parties shall take the actions, or cause those actions to be taken (Closing
Actions) listed in Schedule 7.
 6.
    
    WARRANTIES OF SELLER
 6.1.
    
    The Seller represents and warrants by way of an independent guarantee (selbständiges
Garantieversprechen) pursuant to Section 311 para. 1 of the German Civil Code (Bürgerliches
Gesetzbuch, BGB) to the Purchaser that on (i) the date hereof and (ii) the later of (x) the
Completion Date or (y) in the event a Warranty determines its own reference date, as of such
reference date, provided, however, that those Warranties referring to the Company shall apply
to the Business from the date of the signing of this Agreement until the date at which the
Business is effectively hived out from the Seller to the Company and shall apply to the
Company as of Completion.
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6.2.
    
    Each of the statements set out in Schedule 3 is, and will be true, accurate and complete in
all respects and not misleading. The Seller shall be entitled to update all Schedules of this
Agreement to reflect the status on the Completion Date with respect to any events or
circumstances occurring after signing of this Agreement, within five (5) Business Days of each
such event or circumstance. The scope and content of each Warranty of Seller contained in
Schedule 3, as well as Sellers liability arising therefrom shall be conclusively
(abschließend) defined by the provisions of this Agreement (including the limitations on
Purchasers rights and remedies), which shall be an integral part of the Warranties of Seller,
and no Warranty of Seller shall be construed as a guarantee (Garantie für die Beschaffenheit
der Sache) of Seller within the meaning of sections 443 and 444 of the German Civil Code.
 7.
    
    LIMITATION ON THE SELLERS LIABILITYSellers liability in respect of all claims under the Warranties shall be limited as set
forth in Schedule 2 except for tax claims, which shall be governed by Schedule 4.
 8.
    
    TAX INDEMNIFICATIONThe Seller shall indemnify and hold harmless the Purchaser, or at the election of the
Purchaser the Company or the Subsidiary, pursuant to the tax indemnification clause set out
in Schedule 4. Sellers liability in respect of all claims under the Tax Indemnification
shall be determined by and be limited as set forth in Schedule 4 and the reference made
therein to Schedule 2.
 9.
    
    SELLERS COVENANTS
 9.1.
    
    Prior to Completion the Seller undertakes to and covenants with the Purchaser what is set
forth in Schedule 6.
 9.2.
    
    The Seller undertakes and covenants with the Purchaser that at Completion Date the Company
employs all Key Employees unless a Key Employee objects his/her transfer to the Company
pursuant to Sec. 613 a of the German Civil Code or fails to transfer for other reasons beyond
the control of the Seller, for example death. The Seller will pay all amounts that become
payable to Employees under the Personal Incentive Plan and Other Incentive Plan of the
Business with respect to the fiscal year ending 30 June 2010 when due and will invoice the
Company for its pro rata share of such amounts (which for example would be 1/12th
of such amounts if Completion occurs on 28 May 2010) unless such amounts are otherwise
effectively paid by the Purchaser through inclusion of a prepaid amount equal to the Companys
pro rata share within Working Capital. The Purchaser shall cause the Company to pay any such
invoice within ten (10) days after receipt.
 9.3.
    
    The Seller undertakes and covenants that (i) Seller will file the trade registry application
for the registration of the Company, (ii) Seller will execute the Hive Out Agreement, and
(iii) the Hive Out Agreement shall not be amended in a manner that adversely affects the
Company or the Subsidiary without the consent of the Purchaser in its sole discretion, and
shall not be amended in any other respect without the consent of Purchaser, which shall not be
unreasonably withheld or delayed.
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9.4.
    
    Attached hereto as Schedule 5.3 is a full and complete description of the possible product
defect relating to the V1 Adapter (as defined in such Schedule).The Seller agrees to take all action necessary to correct the Problem (as defined in
Schedule 5.3) and any matters arising therefrom, including, without limitation, the
replacement, repair or reworking of the V1 Adapter, all shipping and other costs related
thereto, and all regulatory compliance required in connection there with, in each case as
determined by Seller in its reasonable judgment and in the same manner as it would have
determined had it continued to own the Business after Completion (the Required Action).
In addition, the Seller shall indemnify and hold harmless the Purchaser and the Company
from and against any and all cost, loss, and expense (including, without limitation,
reasonable attorneys fees and expenses), but excluding indirect and consequential damages
and lost profit, relating to: (a) the Required Action; (b) any claims by any customer or
study participant associated with or arising out of the Problem; or (c) any claims by any
governmental agency or regulatory authority, including any investigation and determination,
associated with or arising out of the Problem (any such claims described in clauses (b) and
(c) shall be considered Third Party Claims governed by Clause 5 of Schedule 2).The obligations of the Seller hereunder shall be without limit as to time or amount. All
claims by Purchaser relating to or arising from the Problem shall be exclusively governed
by this Clause 9.4 and, other than the parties agreement to comply with Clause 5 of
Schedule 2, as set forth above in this Clause 9.4, Schedule 2 shall not apply to such
claims or to the Sellers obligations under this Clause 9.4.
 10.
    
    WARRANTIES AND COVENANTS OF PURCHASER
 10.1.
    
    The Purchaser represents and warrants by way of an independent guarantee (selbständiges
Garantieversprechen) pursuant to Section 311 para. 1 of the German Civil Code (Bürgerliches
Gesetzbuch, BGB) to the Seller that, on the date hereof and the Completion Date each of the
statements set out in following is, and will be true, accurate and complete in all respects
and not misleading. No Warranty of Purchaser shall be construed as a guarantee (Garantie für
die Beschaffenheit der Sache) of Seller within the meaning of sections 443 and 444 of the
German Civil Code.
 10.2.
    
    Authorization of the Purchaser: The Purchaser is a German limited partnership validly
existing and in good standing under the laws of the Federal Republic of Germany and has the
requisite power and authority to execute, deliver, and perform this Agreement and each other
document contemplated thereby to which it is a party and perform the transactions contemplated
by this Agreement. Such execution, delivery and performance have been duly authorized by all
necessary corporate action and do not violate the articles of association or by-laws of the
Purchaser. This Agreement and each other document contemplated hereby constitute legal, valid
and binding obligations of the Purchaser, enforceable against the Purchaser under applicable
laws in accordance with its respective terms.
 10.3.
    
    No additional consents: Neither the execution nor the performance of the transactions
contemplated hereby require any person to give notice to or, save for the filing with the
relevant merger control authorities, filing or obtain third party consent. The execution or
performance of this Agreement does not violate any applicable law or decision by any court or
governmental authority binding on the Purchaser or any obligations of the Purchaser.
 10.4.
    
    No challenge: There is no action, suit, investigation or other proceeding pending, or to the
best knowledge of the Purchaser threatened, or which ought reasonably to be expected against
or affecting the Purchaser, before any court or arbitral or governmental body or agency which
in any manner challenges or seeks to prevent, alter or materially delay the transactions
contemplated by this Agreement, and there are no facts or circumstances likely to give rise to
any such challenge.
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10.5.
    
    Except as may be required pending the transfer or reregistration of licenses and Permits and
obtaining regulatory approvals required for the manufacture, use or sale of the Companys
products or the provision of services, the Purchaser shall cause the Company and the
Subsidiary to cease making use of the trade names, trademarks and product or service marks of
Seller, Cardinal Health Inc., and any of their respective Affiliates as soon as reasonably
feasible but in no event later than twelve (12) months from Completion, to remove any
reference to any such names, marks or expressions from all products, products promotions or
advertising material, business cards or any other items and to change its corporate name to
delete any reference or similarity to CareFusion, Cardinal Health or corporate names of
the Seller Group, except in each case to the extent explicitly set out in separate written
agreements entered into by the parties, provided, however, that the tradenames, trademarks,
product or service marks of Cardinal Health shall not be used at all after the Completion
Date, except as set forth in the TTSA. The Purchaser and the Company shall indemnify for, and
hold harmless against, the Seller from any and all claims and liabilities resulting from the
continued use by the Company or any of its Affiliates of the trademark/logos of the Seller and
its Affiliates and/or Cardinal Health, Inc.
 10.6.
    
    The Company shall pay the Bonuses to the beneficiaries on or before September 30, 2010.
 11.
    
    COOPERATION
 11.1.
    
    The parties shall reasonably cooperate with each other with an aim at enabling the Company
to obtain or register all licenses, Permits and regulatory approvals necessary to conduct the
Business. Notwithstanding anything to the contrary, Seller shall allow Purchaser to use
existing licenses, Permits and regulatory approvals until the necessary licenses, Permits and
regulatory approvals are obtained or registered by the Company.
 11.2.
    
    For the period of time until the regulatory approvals have been obtained the parties shall
reasonably cooperate with each other to put the Company in the position it would have been in
had such regulatory approvals been obtained on the Completion Date.
 11.3.
    
    The parties agree that for tax purposes the Hive Out will not have retroactive effect. To
this end, the Purchaser shall cause the Company not to file after the Completion an
application pursuant to Section 20 para. 5 of the German Reorganization Tax Act (UmwStG).
 11.4.
    
    Seller will cooperate at the request of the Purchaser to obtain any consent of Ernst & Young
required with respect to the inclusion of the Financial Statements in any securities filings
of the ultimate parent of the Purchaser.
 12.
    
    CROSS INDEMNIFICATION AND TRANSFER OF US EMPLOYEES AND US AND OTHER NON-GERMAN ASSETS
 12.1.
    
    The parties acknowledge that the Seller and the Company will agree in the Hive Out
Agreement, a copy of which has been attached hereto as Schedule 8, to cross-indemnify one
another with respect to the statutory joint and several liability (gesamtschuldnerische
Haftung) pursuant to Sec. 133 UmwG (the Cross-Indemnification Obligation), it being
understood that the Guaranty shall also cover the Cross-Indemnification Obligation. For
clarity, the Cross Indemnification Obligation is exclusive to the Hive Out Agreement. If the
Company would be liable under a Cross-Indemnification Obligation to the Seller for a liability
allocated in the Hive Out Agreement to the Business, the parties agree that, notwithstanding
such provisions of the Hive Out Agreement, to the extent the Seller is liable to the Purchaser
under this Agreement for the same liability, the Company shall not be liable thereunder.
 12.2.
    
    At Completion, the Seller shall cause its Affiliates that own the US assets of Sellers
Group relating to the Business and listed in the bill of sale, assignment and assumption
agreement (the US Assignment), and assignment of trademarks and copyright assignment
agreement attached hereto as Schedule 10 (collectively, the US Transfer Documents) to
execute and deliver such documents at Completion. The purchase price for the sale and transfer
of these assets is included in the Consideration.
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12.3.
    
    Upon Completion, the Seller shall cause its Affiliates owning any non-German assets of the
Sellers Group that relate to the Business and are listed in the trademark assignment and
transfer agreement attached hereto as Schedule 11, to execute and to deliver such document(s)
at Completion. The purchase price for the sale and transfer of these assets is included in the
Consideration.
 12.4.
    
    The parties will cooperate and support each other to transfer the employees which are
employed by US entities of Sellers Group by means of such entities terminating employment and
Purchaser or an Affiliate of Purchaser hiring such employees effective as of Completion. The
Purchaser shall, or shall cause its Affiliate that hire such employees to, execute and deliver
the US Assignment at Completion.
 13.
    
    INFORMATIONThe Seller shall provide, or procure to be provided, to the Purchaser all such information
in its possession or under its control as the Purchaser shall from time to time reasonably
require after the Completion Date necessary to conduct the Business (as it was conducted on
Completion) and affairs of the Company if and to the extent any such information is not in
the possession of the Company or cannot be procured, without unreasonable effort, by the
Company.
 14.
    
    ANNOUNCEMENTSNo announcement, communication or circular concerning this Agreement shall be made (whether
before or after the Completion Date) by or on behalf of the parties without the prior
approval of the other (such approval not to be unreasonably withheld or delayed) save for:
 14.1.
    
    announcements to employees, customers, suppliers and agents of the Company and/or the
Purchaser and/or any company which is a member of the same group as the Purchaser in such form
as may be reasonably required by the Purchaser; and
 14.2.
    
    such announcements as may be required by law or applicable rules and regulations of stock
exchanges, provided that the Seller and Purchaser shall provide each other with a draft of
such announcement as soon as practicable and shall cooperate in connection with any such
announcement so as to (i) reasonably comply with such laws and regulations, (ii) be consistent
with such announcements, and (iii) prior to Completion, maintain confidentiality of
confidential commercial information the disclosure of which would cause substantial harm to a
party or its Affiliates.
 15.
    
    COSTSEach of the parties shall bear and pay its own legal, accountancy, actuarial and other fees
and expenses incurred in and incidental to the preparation and implementation of this
Agreement, it being understood that in no event shall the Company bear any of such fees and
expenses. As between the parties, any transfer taxes and similar domestic or foreign taxes
or charges and the costs and fees of the notary resulting from the execution and
consummation of this Agreement and the Deed in Reference shall be borne by the Purchaser.
Subject to Completion, Purchaser agrees to share equally any audit and review fees incurred
prior to Completion in connection with the Audited Financial Statements and review of the
Quarterly Financial Statements up to a maximum contribution of USD 400,000.00 (US dollars
four hundred thousand) (E&Y Audit Costs), which E&Y Audit Costs shall be paid promptly
following receipt of an invoice therefor. Any costs in excess of the aforesaid amount shall
be borne by the Seller. Any costs for the execution and notarization of the Hive Out shall
be borne by the Seller.
  17




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##### 



16.
    
    ASSIGNMENTSThis Agreement and any rights and obligations hereunder cannot be transferred or assigned
in whole or in part without the prior written consent of the other party, except Purchaser
may assign any of its rights and obligations under this Agreement to any subsidiary or
Affiliate without prior consent, provided, however that the Purchaser shall be jointly and
severally liable (haftet gesamtschuldnerisch)for any and all obligations under this
Agreement.
 17.
    
    ENTIRE AGREEMENTThis Agreement, together with the Schedules attached hereto and subject of the Deed in
Reference, constitutes the entire agreement between the parties with respect to the subject
matter of this Agreement and supersedes all prior written and oral agreements between the
parties hereto and all contemporaneous oral agreements between the parties hereto, relating
to the transaction contemplated hereby.
 18.
    
    SEVERABILITYShould any provision of this Agreement, or any provision incorporated into this Agreement
in the future, be or become invalid or unenforceable, the validity or enforceability of the
other provisions of this Agreement shall not be affected thereby. Instead of the invalid or
unenforceable provision a suitable and equitable provision shall apply that, so far as is
lawfully possible, comes as close as possible to the intent and purpose of the invalid or
unenforceable provision. The same shall apply: (i) if the parties have, unintentionally,
failed to address a certain matter in this Agreement (Regelungslücke), in which case a
suitable and equitable provision shall be deemed to have been agreed upon which comes as
close as possible to what the parties, in the light of the intent and purpose of this
Agreement, would have agreed upon if they had considered the matter; or (ii) if any
provision of this Agreement is invalid because of the scope of any time period or
performance stipulated herein, in which case a time period or performance permitted by law
shall be deemed to have been agreed which comes as close as possible to the stipulated time
period or performance.
 19.
    
    NOTICES
    
  
  18




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##### 



20.
    
    GOVERNING LAW AND ARBITRATION
 20.1.
    
    This Agreement shall be governed by, and be construed in accordance with, the laws of the
Federal Republic of Germany, without regard to principles of conflict of laws and excluding
any applications of the United Nations Convention on Contracts for the International Sale of
Goods of April 11, 1980.
 20.2.
    
    All disputes, controversies or differences arising out of or in connection with this
Agreement, including any question regarding its existence, validity or termination
(Disputes)shall be settled amicably by negotiation between the parties within thirty (30)
Business Days from the date of written notice of either party of the existence of such
Dispute.
 20.3.
    
    Failing such amicable settlement, all Disputes shall be finally settled under the rules of
the Arbitration of the American Arbitration Association (AAA) before a single arbitrator
selected under the rules of the AAA.If the amount in controversy exceeds USD 10,000,000 million (US Dollars ten million) either
party shall have the right to have the Dispute resolved before a panel of three
arbitrators. In such case, one arbitrator shall be selected by the claimant, a second
shall be appointed by the parties against whom the claim is brought within fifteen Business
Days of the receipt of the notice identifying the arbitrator appointed by the claimant. If
the second arbitrator is not appointed within such fifteen day period, AAA shall promptly
make such appointment. The two arbitrators so appointed shall appoint a chair of the panel
within fifteen Business Days of the appointment of the second arbitrator. Each party may
apply to any competent judicial authority for conservatory and interim measures before or
during the arbitral proceedings.
 20.4.
    
    The place of arbitration shall be New York, NY, USA. Unless the parties agree otherwise, the
rules of the AAA applicable in the venue shall apply. The language of the arbitral
proceedings shall be English.
  19




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##### 



20.5.
    
    In the event that mandatory rules of the applicable law requires any matter arising out of
or in connection with this Agreement and its execution to be decided upon by an ordinary court
of law, any competent jurisdictional authority shall have exclusive jurisdiction.The notary advised the persons appearing that
 
    
    the Purchaser of the Shares assumes the unlimited liability, if any, jointly with
its legal predecessor in the Shares for contributions on shares not fully paid up, for
differences between the nominal value of shares and the value of contributions in kind
thereon and for repayment of contributions on shares;
 
    
    shares in a German Limited Liability Company can only be validly transferred if the
transferor of the shares is the rightful owner of the shares (and did not dispose of
the shares earlier), unless the requirements for a bona fideacquisition pursuant to
sec. 16 para. 3 German Limited Liability Companies Act (GmbHG) are fulfilled;
 
    
    according to section 40 para 2 GmbHG, the notary must file a list of shareholders
signed by himself with the Commercial Register immediately after the transfer of the
Shares has become effective and that he has to provide the Company with a copy of such
list;
 
    
    in relation to the Company only such person is considered as owner of the sold
Shares who has been named as such in the shareholders list held on record with the
Commercial Register;
 
    
    a legal act of the Purchaser with regard to the corporate relationship which has
been taken before the new shareholders list stating the Purchaser as owner of the
Shares has been filed with the Commercial Register is deemed to be valid from the
beginning if the new shareholders list is held on record with the Commercial Register
without undue delay after such legal act has been taken;
 
    
    until the shareholders list naming the Purchaser is held on record with the
Commercial Register a bona fide acquisition of the Shares by third parties is possible
pursuant to sec. 16 para 3 GmbHG;
 
    
    he is unaware of the tax situation of the parties and that he did not check the tax
consequences of this Agreement and that, if required, the parties should seek the
advice of an auditor or a tax adviser before the execution of this Agreement;
 
    
    the notary is obliged pursuant to section 54 German Income Tax Implementation
Ordinance (EStDV) to submit one copy of this deed to the tax authorities; and
 
    
    the parties are jointly liable for the costs of this deed, regardless of the
provisions therein.
  20




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##### 




    
    Appendices II, III, IV Schedule 1 and 3, V, VII, VIII, IX, X and XI.
 
    
    Schedules 6.1, 9.1 A, 11.1, 11.3, 11.8, 11.10, 11.12, 11.16, 11.17, 12.1, 12.6, 13.1, 13.2,
15.1, 15.6, 15.7a, 15.7b and 15.9.
    signed
    
    Dr. Chistoph Papenheimsigned
    
    Dr. Thomas SchulzSeal
    
    signed
    
    Dr. Frank Schreiber, Notarvertreter
  21




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##### 



Completion Accounts
 Part 1
 1.
    
    The Completion Accounts shall comprise a consolidated balance sheet of the Business as at
close of business on the Completion Date prepared in accordance with US GAAP applied on a
basis consistent with the Audited Financial Statements except for changes in Deferred Revenues
based on clause (i) of the definition of Deferred Revenues (for example, the Audited Financial
Statements are based on amounts that would be deferred if revenues for project management
services had been recognized on a straight-line basis over the duration of the contract rather
than the Business historical practice of revenue recognition, which has been based on the
Business estimate of labor hours expected to be spent on such services over the duration of
the contract, which Seller may use in preparing the Draft Completion Accounts, subject to the
proviso in clause (i) of the definition of Deferred Revenues); provided, that for
purposes of this Schedule 1 Clause 1 goodwill shall not be subject to the provisions of
Schedule 1 Clause 6 below.
 2.
    
    The Completion Accounts shall be prepared by the Seller in accordance with US GAAP, on a
basis consistent with the Audited Financial Statements.
 3.
    
    The Seller shall procure the preparation and submission to the Purchaser of a draft of the
Completion Accounts (Draft Completion Accounts) as soon as reasonably practicable and in any
event within 20 Business Days of Completion. The Purchaser shall within 45 Business Days of
receipt of the Draft Completion Accounts give notice to the Seller (Notice) stating whether
or not it agrees with the Draft Completion Accounts and in the case of disagreement, the item
or items in dispute, the reasons for such dispute and details of its proposed adjustments to
the Draft Completion Accounts. Notwithstanding clause (i) of the definition of Deferred
Revenues, if the method for recognizing revenues for project management services is adjusted
from the Audited Financial Statements to the Draft Completion Accounts and Purchaser disagrees
with the calculation of Deferred Revenues in the Draft Completion Accounts because it
reasonably believes that the proportional amount of effort left to complete the services is
not representative of what the actual unbooked revenue is, then Purchaser shall include this
matter in its Notice as an item in dispute to be governed by this Schedule.
 4.
    
    If the Purchaser does not give the Notice within the prescribed period, then it shall be
deemed to have agreed to the Draft Completion Accounts which shall constitute the Completion
Accounts.
 5.
    
    If the Notice states that the Purchaser agrees with the Draft Completion Accounts, then such
accounts shall constitute the Completion Accounts.
  1




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##### 



6.
    
    If the Notice states that the Purchaser disagrees with the Draft Completion Accounts then:
 6.1
    
    the Seller and Purchaser shall endeavor to agree in good faith to those items
detailed as disputed in the Notice and shall be deemed to have agreed to all other
items in the Draft Completion Accounts;
 6.2
    
    if all the items in dispute are resolved by agreement between them, the
Seller and the Purchaser shall without undue delay sign a joint statement appending a
copy of the Draft Completion Accounts adjusted to reflect the disputed items as so
agreed and confirming that such accounts constitute the Completion Accounts;
 6.3
    
    if within 30 Business Days of receipt of the Notice, the Seller and the
Purchaser have not agreed on the Completion Accounts in accordance with Schedule 1,
Part 1, Clause 3, the item or items that remain in dispute shall be referred for
determination by an Expert in accordance with the provisions of Part 2 of this
Schedule upon the written request of either the Seller or the Purchaser; and
 6.4
    
    if the Seller and the Purchaser do not agree the Completion Accounts in
accordance with Schedule 1, Part 1, Clause 3, then the Draft Completion Accounts shall
be adjusted to reflect:
 6.4.1.
    
    any disputed items that are agreed between the Seller and the Purchaser in
writing;
 6.4.2.
    
    the Experts determination made pursuant to Part 2 of this Schedule with
respect to the disputed items; and
 6.4.3.
    
    shall constitute the Completion Accounts.
 6.5
    
    For the purpose of the calculation of Cash, Indebtedness, Working Capital and
the Consideration, (i) the relevant amounts shall be as shown in the Draft Completion
Accounts if no Notice is duly delivered by the Purchaser, or (ii) if such a Notice is
duly delivered, either as agreed by the Purchaser and the Seller pursuant to Schedule
1, Part 1, Clause 3, or, in the absence of such agreement, as shown in the Draft
Completion Accounts as adjusted pursuant to Schedule 1, Part 1, Clause 6.4.
 7.
    
    Save as provided in Part 2 of this Schedule, the parties shall bear and pay their own costs
incurred in connection with the preparation, review and agreement or determination of the
Completion Accounts.
 8.
    
    The Seller shall submit to the Purchaser a statement of Allianz AG showing the cash surrender
value of the Pension Policies and the actuarially computed pension liabilities (Actuarial
Pension Liabilities) for which such balance is maintained on the Completion Date.
  2




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##### 



Expert
 Part 2
 1.
    
    Expert shall be BDO Deutsche Warentreuhand AG or any other accounting firm having
international reputation (the Expert). If such accounting firm is unwilling or unable to
act as the Expert and the parties cannot mutually agree upon another Expert with international
reputation within two weeks, an Expert with international reputation shall be appointed, upon
request of either party, by the Institute of Chartered Accountants (Institut der
Wirtschaftsprüfer) in Düsseldorf. Each of the Seller and Purchaser for itself and on behalf
of its Affiliates represent that neither it nor its counsel employ or have employed the Expert
under any engagements where during the preceding 36 months the Expert was paid in excess of
USD 100,000 in the aggregate.
 2.
    
    The Expert, acting as an expert (Schiedsgutachter) and not as an arbitrator (Schiedsrichter),
shall, based on the standards set forth in Part 2, Clause 1 above, decide whether and to what
extent the Draft Completion Accounts require adjustment. The Expert, in making its
determination, shall only take into account any remaining differences submitted to it and
shall limit its determination to the scope of the dispute between the parties. Section 317 of
the German Civil Code shall not apply. The Expert shall be entitled (i) to determine the
conduct of proceedings and shall give the parties adequate opportunity to present their
arguments; (ii) to decide on the interpretation of this Agreement to the extent relevant for
its decision; and (iii) to render a written reasoned decision. The Expert shall not reach
conclusions beyond the position of the party (or parties) as reflected in the Notice.
 3.
    
    The Purchaser and the Seller shall cooperate with and assist, and shall cause their
respective accountants and the Company to cooperate with and assist, the Expert in the conduct
of its review. Such cooperation and assistance shall include, without limitation, the making
available to the Expert of all relevant books and records of the Companies and any other
information relating to the Companies (including accountants work papers).
 4.
    
    The parties shall instruct the Expert to deliver its written opinion (including reasons for
the Experts decision on each disputed item) to them not later than two months (or within any
other period of time mutually agreed) after the remaining differences have been referred to
it. The decision of the Expert shall be conclusive and binding on the parties (within the
limits set forth in Section 319 of the German Civil Code (Bürgerliches Gesetzbuch  BGB))
and shall not be subject to any appeal. The fees and disbursements of the Expert shall be
allocated between the Seller and the Purchaser in proportion to their respective success and
defeat pursuant to Section 91 of the German Code of Civil Procedure (Zivilprozessordnung
ZPO).
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##### 



SCHEDULE 2
  1.
    
    Remedies of the Purchaser for Breach of Warranties or Covenants
 1.1
    
    In the event of a breach of any of the Warranties or a Covenant of the
Seller, the Purchaser shall promptly notify the Seller of that breach, describe its
claim in reasonable detail and, to the extent then feasible, set forth the estimated
amount of such claim.
 1.2
    
    Subject to the limitations set forth in this Agreement, if there is any
breach or non-fulfillment of any of the Warranties or Covenants set forth herein, the
Purchaser shall have the right at its option to (i) waive such breach or
non-fulfillment; (ii) cause the Seller within no later than 10 Business Days after it
has received written notice from Purchaser of such breach of Warranty or Covenant to
put the Purchaser or the Company in such respective position in which the Purchaser or
the Company (as the case may be) would have been in had the Warranty or Covenant not
have been breached (i.e. restitution in kind; Naturalrestitution); (iii) cause the
Seller to pay such monetary damages in an amount equal to any Losses from or in
connection with any breach of Warranties or Covenants (Schadensersatz in Geld), to the
Purchaser or, alternatively and at the election of the Purchaser, to the Company
provided, however, that if such breach or non-fulfillment occurs prior to Completion
and results in a Material Adverse Effect such that the Condition set forth in Clause 8
of Schedule 5 has not been satisfied then, for the avoidance of doubt, the Purchaser,
but not the Seller, shall have the rights under Clause 3.1. The Purchaser shall in no
event be entitled to any double recovery for any Losses under separate provisions of
the Agreement or pursuant to any provision of the law.
 1.3
    
    Losses shall mean all liabilities, reasonable costs and expenses and other
damages within the meaning of Sections 249 et seq. of the German Civil Code, on a
Euro-for-Euro basis, including consequential or indirect damages (Folgeschäden,
mittelbare Schäden), lost profits (entgangener Gewinn), frustrated expenses
(vergebliche Aufwendungen) within the meaning of Section 284 of the German Civil Code.
Any Loss shall be computed net of (i) any present advantages and benefits (ii) of any
amounts which are received or would have been received by the Company in respect of
such Losses if the Company had in place a policy of insurance having substantially the
same terms as are commercially reasonable at the time of the Loss with policy limits
substantially the same as those that are commercially reasonable at the time of the
Loss, and any amounts due to post-Completion changes to law including, but not limited
to, tax rules or laws and applicable accounting rules and standards. For the avoidance
of doubt, neither the Purchaser nor the Company shall be obligated to change its
respective conduct of business in order to reduce any damages actually suffered by any
of them. The statutory obligation to mitigate damages pursuant to Section 254 of the
German Civil Code, as such obligation is interpreted under German law, shall remain
unaffected.
  1




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##### 



2.
    
    Limitations on Liability
 2.1
    
    The Seller shall only be liable for any Losses arising from a breach of any
Warranties, but for the avoidance of doubt not Covenants, contained in this Agreement
if Losses, in the aggregate, exceed an amount of one percent (1%) of the
Consideration, and in such event, the Seller shall be required to pay the entire
amount of all such Losses, provided that, this limitation shall not apply to Losses
related to the failure to be true and correct of any of the representations and
warranties set forth in Schedule 3, Clause 7.
 2.2
    
    The aggregate liability of the Seller for all breaches of Warranties, but for
the avoidance of doubt not Covenants, shall be limited to USD 37,500,000 (US Dollars
thirty seven million five hundred thousand), provided that there shall be no limit
with respect to Warranties contained in Schedule 3, Clause 1 (Organization and Good
Standing); Schedule 3, Clause 2 (Authority; No Conflict); Schedule 3, Clause 3
(Capitalization; Title to Shares); and the last sentence of Schedule 3, Clause 5.1 (No
Claims).
 2.3
    
    The limitations of this Clause 2 and of Clause 3 below shall not apply to any
claims of the Purchaser which are based on fraud or willful misconduct (Vorsatz) of
the Seller.
 2.4
    
    In the event that a fact or circumstance results in the breach of more than
one of the Warranties, the Purchaser can recover Losses only from the breach resulting
in the greatest amount of Losses.
 3.
    
    Limitation Period
 3.1
    
    Except as otherwise provided herein, all claims of the Purchaser for the
breach of the Warranties contained in Schedule 3, Clause 1 (Organization and Good
Standing); Schedule 3, Clause 2 (Authority; No Conflict); and Schedule 3, Clause 3
(Capitalization; Title to Shares) shall be time-barred (verjähren) upon expiration of
a period of ten (10) years after the date hereof. All claims of the Purchaser for the
breach of the other Warranties under this Agreement shall be time-barred upon
expiration of a period of eighteen (18) months after the date hereof.
 3.2
    
    Any limitation period in respect of claims for a breach of Warranty pursuant
to this Agreement shall be suspended (gehemmt) only in the event of the commencement
of arbitration proceedings (in accordance with Clause 20 of the Agreement) within the
applicable limitation period (Section 204(1) no. 1 of the German Civil Code). Section
203 in connection with Section 209 of the German Civil Code shall not apply.
  2




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##### 



4.
    
    Exclusion of Further Remedies
 4.1
    
    The parties agree that the rights and remedies which the Purchaser or the
Company may have with respect to the breach of any Warranties by the Seller contained
in this Agreement are limited to the rights and remedies explicitly contained herein
and that, in particular, any and all further damage claims based on any such breach by
the Seller are excluded.
 4.2
    
    The rights and remedies of the Purchaser or the Company hereunder for any
breach of a Warranty, including the rights and obligations under this Schedule 2 are
the sole remedies of the Purchaser against the Seller in connection with such breach.
The Purchaser hereby waives any claims under statutory remedies for defects of the
object of purchase (Sections 433 et seq. of the German Civil Code), statutory
contractual or pre-contractual obligations (Sections 280 through 284, 311 of the
German Civil Code) or frustration of contract (Section 313 of the German Civil Code)
or tort (Sections 823 et seq. of the German Civil Code).
 4.3
    
    The provisions of this Clause 4 shall not affect any mandatory rights and
remedies of the Purchaser for fraud or willful misconduct (Vorsatz) of the Seller,
e.g., Section 826 of the German Civil Code or Section 823(2) of the German Civil Code
in connection with criminal offences committed with intent (vorsätzlich).
 5.
    
    Third Party Claims / Conduct of Claims
 5.1
    
    In the event that any action, claim, demand or proceeding with respect to
which the Seller may be liable under this Agreement, including any claim that the
Purchasers, the Companys or the Subsidiarys performance, manufacture, use and/or
sale of products and/or services related to the Business infringes any intellectual
property right of any third party, (Third Party Claim) is asserted or announced by
any third party (including any governmental authority) against the Purchaser or the
Company (Claim Addressee), the Purchaser shall enable, at the sole expense of the
Seller, the Seller to defend the Claim Addressee against the Third Party Claim. The
Seller shall have the right to defend the Claim Addressee by all appropriate actions
and shall have, at any time during the proceedings, coordinate such defense with and
interact with the Purchaser. In particular, the Seller may participate in and direct
all negotiations  upon coordination with the Purchaser  correspondence with the
third party and appoint and instruct counsel. No action by the Seller or its
representatives in connection with the defense shall be construed as an
acknowledgement (whether express or implied) of the Purchasers claim under this
Agreement or of any underlying facts related to such claim.
  3




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##### 



5.2
    
    The Purchaser agrees, and shall cause each Claim Addressee, at the sole
expense of the Seller (i) to fully cooperate with, and assist the Seller in the
defense of any Third Party Claim; (ii) to diligently conduct the defense (to the
extent that the Seller is not in control of the defense); (iii) not to acknowledge or
settle the Third Party Claim without the Sellers prior written consent, which shall
not be unreasonably withheld or delayed; (iv) to provide the Sellers representatives
access, upon reasonable advance notice and during normal business hours, to all
relevant books and records, other information, premises (regardless of owned or
leased) and personnel of the Company; (v) to allow the Seller and its representatives
to copy or photograph any assets, accounts, documents and records for the purpose of
avoiding, disputing, defending, appealing, compromising or contesting any Third Party
Claim or liability as the Seller or its advisors may reasonably request; (vi) to
deliver to the Seller without undue delay copies of all relevant orders (Bescheide),
decisions, filings, motions and other documents of any court, authority or party to
the conflict; and (vii) to give the Seller reasonable opportunity to comment on and
discuss with the Purchaser and the Company any measures which are necessary or
appropriate to take or to omit in connection with a Third Party Claim, and to comment
on and review any reports and documents and to participate in all relevant court
hearings and any other meetings (it being understood that subsections (ii)  (vii)
above shall apply, irrespective of whether or not the Seller has elected to defend the
Third Party Claim).
 5.3
    
    The failure of any Claim Addressee to comply with any of its obligations
under this Clause 5 shall release the Seller from its respective indemnification
obligation hereunder to the extent that the Seller is prejudiced by such failure.
  4




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##### 



SCHEDULE 3
 The Warranties
 1.
    
    Organization and Good Standing
 1.1
    
    Commencing with its date of incorporation, both the Company and the
Subsidiary are limited liability corporations (Gesellschaft mit beschränkter Haftung)
duly organized and validly existing under the laws of the Federal Republic of Germany.
The Company has not operated any business other than its incorporation and any
transactions necessary to be completed in connection therewith.
 1.2
    
    The Company (as of the date of its incorporation), the Subsidiary and the
Seller is each a corporation duly organized, validly existing and in good standing
under the laws of its respective jurisdiction of organization with full corporate
power and authority to conduct its business as it is now being conducted, to own or
use the properties and assets that it proposes to own or use, and to perform all its
obligations under the Transaction Documents.
 2.
    
    Authority; No Conflict
 2.1
    
    The Seller has all requisite corporate power and authority, to execute and
deliver this Agreement, the TSA, the Supply Agreements and software license agreements
and quality assurance agreements as described in Schedule 7 (collectively, with this
Agreement, the Transaction Documents) and the consummation of the transactions
contemplated herein and therein are within its respective powers.
 2.2
    
    The execution and delivery by the Seller of the Transaction Documents and the
consummation of the transactions contemplated herein and therein do not and will not
directly or indirectly (with or without notice or lapse of time):
 2.2.1
    
    breach or result in a default, require any consent or give
to others any rights of termination, acceleration, suspension, revocation,
cancellation or amendment of any material agreement to which the Company or
the Subsidiary is a party or by which any of them or any of their respective
assets are bound or subject;
 2.2.2
    
    breach or otherwise violate any order, writ, judgment,
injunction or decree issued by any court, tribunal, adjudicatory authority,
governmental official or entity to which the Company or the Subsidiary or any
of their respective assets are bound or subject;
 2.2.2
    
    result in the creation of any Lien on the assets of the
Company or the Subsidiary or the Shares;
  1




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##### 



2.2.3
    
    violate, or give any person the right to challenge any of
the transactions contemplated hereby or by any of the other Transaction
Documents or to exercise any remedy or obtain any relief under, any law, rule,
regulation, ordinance or code of any governmental entity to which the Company,
the Subsidiary or any of their respective assets are bound or subject;
 2.2.4
    
    except as set forth in Schedule 12.6, require any consent,
authorization, approval, exemption or other action by, or any filing,
registration or qualification with, any person; or
 2.2.5
    
    violate any provision of the charter or other organizational
documents of the Company or the Subsidiary, including, without limitation, the
articles of association of the Company or the Subsidiary.
 2.3
    
    Assuming compliance with any applicable requirements under merger control
laws or any other regulatory requirement, the execution and performance of this
Agreement by the Seller requires no approval or consent by any governmental authority
and does not violate any applicable law or decision by any court or governmental
authority binding on the Seller.
 3.
    
    Capitalization; Title to Shares
 3.1
    
    Upon the Hive Out being registered in the Commercial Register, the authorized
share capital of the Company consists of 25,100 shares, par value EUR 1 per share, of
which all shares are issued and outstanding and constitute the Shares.
 3.2
    
    The Seller is the sole record and beneficial owner of the Shares, free and
clear of any and all Liens. Seller has the power and authority to sell, transfer,
assign and deliver such Shares as provided in this Agreement, and such delivery will
convey to Purchaser good and unrestricted title to such Shares, free and clear of any
and all Liens.
 3.3
    
    The contributions on the Shares have been fully paid up and the Shares are
not subject to any subsequent contribution obligation.
 3.4
    
    The Company does not hold any equity interest in any entity except for the
Subsidiary. The Company holds good and unrestricted title in all of the shares in the
Subsidiary.
 3.5
    
    Neither the Company nor the Subsidiary is a party to an enterprise agreement
within the meaning of Sections 291 and 292 of the German Stock Corporation Act
(Aktiengesetz) or a comparable agreement under any other jurisdiction. Schedule 3.5
contains current, true and accurate copies of the articles of association and for the
Subsidiary an excerpt from the Commercial Registers and reflects all facts and
information that require registration for the Company and the Subsidiary; no
additional articles of association or other agreement between shareholders exist. All
facts relating to the Subsidiary that can or must be registered in such excerpt have
actually been registered.
  2




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##### 



4.
    
    Subsidiary
 4.1
    
    The information provided in Preamble C regarding the Subsidiary is correct.
 4.2
    
    The Subsidiary has all requisite corporate or entity power and authority to
own its properties and carry on its business as presently conducted. The shares of
the Subsidiary are validly issued, fully paid and non-assessable and were not issued
in violation of any purchase or call option, right of first refusal, subscription
right, preemptive right or any similar right. No shares of capital stock are held by
the Subsidiary as treasury stock. There is no existing option, warrant, call, right
or contract to which the Subsidiary is a party requiring, and there are no convertible
securities of the Subsidiary outstanding which upon conversion would require, the
issuance of any shares of capital stock or other equity interests of the Subsidiary or
other securities convertible into shares of capital stock or other equity interests of
the Subsidiary. There are no material restrictions on the ability of the Subsidiary
to make distributions of cash to the Company.
 5.
    
    Financial Statements
 5.1
    
    Attached as Schedule 5.1(a) hereto are true and complete copies of the draft
consolidated unaudited financial statements for the Business (as carve-out financial
statements on the basis of the financial statements of the Seller) and the Subsidiary
as of December 31, 2008 and 2009 and for the respective periods then ended (the
Unaudited Financial Statements). The Seller will deliver, prior to Completion,
consolidated unaudited financial statements for the Business (the Quarterly Financial
Statements) as of and for the calendar quarter ended 31 March 2010 (the Audited
Financial Statements, the Unaudited Financial Statements and the Quarterly Financial
Statements, being collectively referred to as the Financial Statements). The
Quarterly Financial Statements and the Audited Financial Statements will be, and to
Sellers Knowledge, the Unaudited Financial Statements are, correct and complete in
all material respects and will be or were, as the case may be, prepared in accordance
with the books of account and other financial records of the Seller, the Company and
the Subsidiary and US GAAP applied on a consistent basis. The Quarterly Financial
Statements will have been reviewed under SAS 100 by Ernst & Young. The Quarterly
Financial Statements and the Audited Financial Statements will present, and to
Sellers Knowledge the Unaudited Financial Statements present, fairly, in all material
respects, the financial position, assets and liabilities and results of operations of
the Company, the Business and the Subsidiary as of the respective dates thereof and
during the respective periods covered thereby, subject, in the case of the Quarterly
Financial Statements, to normal recurring year-end adjustments. The Business and the
Company did not have any liabilities, accruals or Indebtedness required to be set
forth in the balance sheet as of December 31, 2009 included in the Audited Financial
Statements in accordance with US GAAP other than as set forth therein, and as of
Completion, the Business and the Company will not have any liabilities, accruals or
Indebtedness that are required to be set forth in the Completion Accounts in
accordance with US GAAP other than those set forth in the Audited Financial
Statements, or incurred in the ordinary course of business after the Balance Sheet
Date and,
  3




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##### 



in each case, set forth in
the Completion Accounts to the extent required to be set forth in the Completion
Accounts in accordance with US GAAP. In addition, to Sellers Knowledge, as of
Completion, the Business and the Company will not have any liabilities, accruals
or Indebtedness other than as set forth in the Completion Accounts or described in
Schedule 5.3. As of the date hereof, neither the Seller nor any of its Affiliates
has any claim against the Company or the Subsidiary directly, or by way of
indemnity or contribution, whether directly, by counter-claim, set-off, action in
recoupment, joinder or otherwise, for any action, event or condition relating to,
arising from or in connection with the conduct of the Business or otherwise prior
to and assuming Completion, and as of Completion, neither the Seller nor any of
its Affiliates will have any such claim except to the extent included in Working
Capital and set forth in the Completion Accounts.
 5.2
    
    The Accounts Receivable included in Working Capital arose in bona fide
transactions, conducted in the ordinary course of the Business with customers of the
Business, and to the Knowledge of the Seller, are not subject to any claims, set off
or reduction, and do not reflect any acceleration of purchases by such customers
outside of normal trading activity; the Seller has no Knowledge of any reason why such
Accounts Receivable are not collectable (net of the respective reserves set forth in
the Financial Statements) in the ordinary course of the Business.
 5.3
    
    Except as set forth in Schedule 5.3, the Inventory, net of reserves, included
in Working Capital is of ordinary quality consistent with specifications, is not
obsolete, is of a quantity that Seller believes as of the date hereof is usable or
salable in the ordinary course of the Business and is not excessive given the present
circumstances of the Business and is not defective. Except as set forth in Schedule
5.3, the finished goods included in such Inventory are in conformance with warranties
of the Business.
 6.
    
    Sufficiency and Ownership of Assets
 6.1
    
    The Company and the Subsidiary own, or have a valid leasehold interest in, or
valid license for, all assets, including any Intellectual Property, and all archived
data, study results and corporate memory necessary for the conduct of their business
as currently conducted. Schedule 6.1 contains a list of all study results included as
part of the archived data. All tangible assets of the Company and the Subsidiary are
in a good state of maintenance and repair and adequate for use in the business of the
Company and the Subsidiary to the extent of their current operations. Neither the
Company nor the Subsidiary owns any real property. The Company and the Subsidiary
enjoy peaceful and undisturbed possession under all leases under which they are
operating, and all such leases are valid and subsisting in full force and effect
without any material default of the Company or the Subsidiary thereunder and, to the
Sellers Knowledge, without any default thereunder of any other party thereto. No
event has occurred and is continuing, to the Sellers Knowledge, which, with due
notice or lapse of time or both, would constitute a default or event of default by the
Company or the Subsidiary under any such lease or agreement or by any other party
thereto. The possession of such property by the Company or the Subsidiary has not
been disturbed and no claim has been asserted against the Company, the Seller or the
Subsidiary that is adverse to its rights in such Intellectual Property or leasehold
interests.
  4




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6.2
    
    As of Completion, the Company and the Subsidiary will have good and
unrestricted title to the assets free and clear of all Liens reflected on the balance
sheet as of the Balance Sheet Date, or acquired by the Company or the Subsidiary since
the Balance Sheet Date other than assets disposed of in the ordinary course of
business since the Balance Sheet Date.
 7.
    
    Personal PropertyThe Company and the Subsidiary have good and unrestricted title to all of the items of
tangible personal property listed in the attachment to the Hive-Out Agreement (except as
sold or disposed of subsequent to the date thereof in the ordinary course of business and
not in violation of this Agreement), free and clear of any and all Liens. All such items
of tangible personal property which, individually or in the aggregate, are used in the
operation of the Business are in good condition and in a state of ordinary maintenance and
repair (ordinary wear and tear excepted) and are suitable for the purposes used.
 8.
    
    Restriction on Business ActivitiesThere is no non-compete or other agreement which has or reasonably could be expected to
have the effect of prohibiting or materially impairing the Business of the Company or the
Subsidiary as conducted on Completion.
 9.
    
    Insurance
 9.1
    
    Schedule 9.1 Part A contains a list of policies of insurance covering the
Business. Purchaser accepts and acknowledges that upon Completion the policies listed
in Schedule 9.1 Part A will lapse.
 9.2
    
    The Policies are in full force and effect and all premiums due under
insurance contracts entered into by the Company or the Subsidiary have been paid or
accrued for. With respect to any Policy that is an occurrence basis policy, the
Company or the Subsidiary, as the case may be, shall be entitled to the full benefits
and responsible for all deductibles or retention, if applicable, of such insurance
following Completion with respect to occurrences prior to Completion, as far as not
covered by insurance of the Purchaser. The Company and the Subsidiary maintain all
Policies in amounts and types required by law. Neither the Company nor the Subsidiary
is in default with respect to any provision contained in any Policy, nor has the
Company or the Subsidiary failed to give any notice or present any claim hereunder in
accordance with the term of the Policies, and no cancellation, non-renewal, reduction
of coverage or arrearage in premiums has occurred or, to the Sellers Knowledge, been
threatened or notice thereof given with respect to any Policy, nor does the Seller
have any Knowledge of any grounds therefore.
  5




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9.3
    
    Other than the insurances listed in Schedule 9.1 Part A the Company and the
Subsidiary do not legally require additional insurance to continue to conduct the
Business to the extent and manner conducted on Completion.
 10.
    
    No Material Adverse ChangeSince December 31, 2009, there has not been any Material Adverse Effect.
 11.
    
    Employees and Pensions
 11.1
    
    Schedule 11.1 contains a complete and correct list of managing directors
(Geschäftsführer) of the Business (Key Employees) and employees of the Company and
the Subsidiary (Employees), including position, date of birth, years of service,
date of commencement of employment, gross base salary and annual gross target
remuneration (regarding the latter, other than the US employees) (including all
variable payments and other non-statutory benefits).
 11.2
    
    Neither the Company nor the Subsidiary employs any additional Employees or
Key Employees; in particular, individuals working for the Company or the Subsidiary as
freelancers, consultants or similarly will be considered regular employees by the
German authorities.
 11.3
    
    Schedule 11.3 includes a list of all employment contracts that significantly
deviate from the standard employment contract of the Business. There are no dormant
service or employment relationships at the Company and the Subsidiary. Employees on
maternity leave are not considered dormant employment relationship.
 11.4
    
    There are no special service contracts for Key Employees currently in force
at the Company and the Subsidiary.
 11.5
    
    The overall obligation resulting from loans to Employees or Key Employees of
the Company and the Subsidiary does not exceed EUR 50,000.
 11.6
    
    Schedule 11.6(a) contains a correct and complete list of all employee
incentive plans applicable to Employees and Key Employees. Schedule 11.6(b) contains a
correct and complete list of Employees and Key Employees entitled under such plans
including the respective figures (target amounts, etc.). There are no other
commitments for the Company deriving from stock option schemes or other incentive
plans granted by the parent company, except those stated in Schedule 11.6(a).
 11.7
    
    There are no claims for remuneration or other claims (including compensation
for accrued but outstanding vacation or overtime compensation) of current or former
Employees or Key Employees against the Company and the Subsidiary which exceed the
overall amount of EUR 50,000. Except as set forth on Schedule 11.7, no current or
former Employee or Key Employee is entitled to compensation resulting from a (current
or prospective) post-contractual non-compete obligation.
  6




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11.8
    
    Other than statutory pension rights (gesetzliche Rentenversicherung) and as
set out in Schedule 11.8, no pension or retirement schemes or similar commitments or
arrangements with current or former Key Employees or Employees exist or have been made
or promised by the Company or the Subsidiary. All contributions due under such scheme
with respect to any of the Employees or former employees of the Company or the
Subsidiary as well as their current or former Key Employees to and including the
Completion Date have been fully and timely paid or sufficient reserves have been
provided for in the Financial Statements. It is understood that any rights and assets
relating to the pension fund for the Seller (Unterstützungskasse) shall not be
transferred to the Purchaser and are thus excluded from this Warranty.
 11.9
    
    Schedule 11.9 contains a complete and correct list of all Company practice
and custom (betriebliche Übung), collective bargaining agreements (Tarifverträge),
work agreements (Betriebsvereinbarungen) and other collective agreements applicable to
the Company and the Subsidiary, including, but not limited to, conciliation of
interests agreements (Interessenausgleiche) and social plans (Sozialpläne). The works
agreement dated October 16, 2009 regarding the restructuring of the business in
Höchberg expired 31 March 2010 and is not applicable to the Employees and the
Employees are  also with regard to future operational changes  not entitled to
severance payments or other benefits in the event of a termination of the employment
relationship by the employer under such works agreement.
 11.10
    
    Schedule 11.10 contains a complete and correct list of all works councils
(Betriebsräte) and joint works councils (Gesamtbetriebsräte), including its members
and substitutes (Ersatzmitglieder).
 11.11
    
    The Business has in 2008 and 2009 and through the date of this Agreement not
experienced, and to the Sellers Knowledge, there is no threatened strike, work
stoppage or other collective labor or works council controversy or dispute of any
material nature.
 11.12
    
    Except as listed in Schedule 11.12, neither the Company nor the Subsidiary
have made use of labor lease (Arbeitnehmerüberlassung) within the last four years.
None of the leased employees was or is entitled to claim for direct employment, due to
missing permission of the supplier or other legal implications. There are no open
claims of the supplier against the Company for leasing fees due to low salary payments
by the supplier (breach of the equal pay principles).
 11.13
    
    To Sellers Knowledge, the Company and the Subsidiary are in material
compliance with all laws and regulations dealing with, but not limited to, wages,
hours, vacation, and working conditions for their Employees and Key Employees. All
compensation and withholding obligations of the Company or the Subsidiary to or in
respect of its current and former Employees and Key Employees have been fulfilled when
due or have been properly provided for in the Financial Statements. In particular,
all taxes and social security contributions due for current or former Employees or Key
Employees of the Company and the Subsidiary have been correctly withheld and paid to
the competent authorities.
  7




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##### 



11.14
    
    All participation rights of employees representations with regard to this
transaction have been regarded, in particular, the economic committee and/or the works
councils of the Company and the Subsidiary have been properly informed according to
Sec. 106/109a Works Constitution Act (Betriebsverfassungsgesetz  BetrVG).
 11.15
    
    There is no term of employment for any Employee or Key Employee of the
Company or the Subsidiary which provides that a change of control in the Company or
the Subsidiary shall entitle the Employee or Key Employee to treat the change of
control as amounting to a breach of contract or entitling him to any benefit or
modification of the terms of employment or payment whatsoever, or entitling him to
treat himself as redundant or otherwise dismissed or released from any obligation.
 11.16
    
    Except as disclosed in Schedule 11.16, none of the Employees or Key
Employees (i) has terminated or to Sellers Knowledge has any present intention to
terminate its employment, or (ii) to Sellers Knowledge is a party to any
confidentiality, non-competition, proprietary rights or other such agreement between
such Employee or Key Employee and any other person besides Company or the Subsidiary
that would be material to the performance of such Employees or Key Employees
employment duties, or the ability of the Purchaser to conduct the Business. No
dispute or litigation is outstanding between the Company or the Subsidiary and any of
their current or former Employees or Key Employees.
 11.17
    
    Other than set out in Schedule 11.17, the Company has not offered or agreed
any future variations in the terms and conditions of the employment of the Key
Employees and Employees of the Company other than in the ordinary course of business.
 12.
    
    Material Contracts
 12.1
    
    Schedule 12.1 contains a complete and accurate list of all Material
Contracts.
 12.2
    
    To Sellers Knowledge, the Material Contracts have been validly executed and
are fully effective and enforceable in accordance with their terms.
 12.3
    
    The Seller has delivered to the Purchaser or its representatives true,
complete and correct copies of all written Material Contracts, together with all
amendments thereto, and accurate descriptions of all material terms of oral Material
Contracts.
 12.4
    
    Neither the Company nor the Subsidiary is in material breach of any Material
Contract and no act or omission by the Company or the Subsidiary has occurred which,
with notice or lapse of time or both, would constitute any such material breach under
any term or provision of any such Material Contract, and the Company and the
Subsidiary have performed, in all material respects, its obligations under each
Material Contract to which it is a party.
  8




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##### 



12.5
    
    No party to a Material Contract has notified the Company or the Subsidiary of
its intention to terminate a Material Contract.
 12.6
    
    Except as set forth on Schedule 12.6, no consents or approvals are required,
as a consequence of the Hive Out or as a consequence of the consummation of the
transactions contemplated by this Agreement.
 12.7
    
    Neither the Company nor the Subsidiary have violated, in any material
respect, any protocol for any study in connection with which the Company or the
Subsidiary provides services under any Material Contract.
 12.8
    
    To Sellers Knowledge, no other party to a Material Contract with the Company
or the Subsidiary is in material breach of any such Material Contract, and no act or
omission has occurred by any party which, with notice or lapse of time or both, would
constitute any such material breach under any term or provision thereof.
 12.9
    
    Material Contractsfor purposes of the Agreement means the following kind
of agreements to which the Company or the Subsidiary is a party or which relates to
the business, assets, operations or prospects of the Company or the Subsidiary,
including without limitation, any of the following:
 12.9.1
    
    agreements relating to the acquisition or sale of interests in other
companies or businesses providing, in each case, for a consideration of USD
50,000.00 or more, including, without limitation, any contracts relating to
the acquisition, sale, lease or disposal of any assets (other than in the
ordinary course of business) entered into by the Company or the Subsidiary;
 12.9.2
    
    joint venture, partnership and similar contract involving a sharing of
profits or expenses (including, without limitation, joint research and
development and joint marketing contracts);
 12.9.3
    
    rental and lease agreements, permits, franchises, Policies and governmental
approvals relating to real estate which, individually, provide for annual
payments of USD 50,000.00 or more and which cannot be terminated by the
Company or the Subsidiary on twelve (12) months or less notice without
penalty;
 12.9.4
    
    loan agreements, indentures, letters of credit, mortgages, security
agreements, pledge agreements, bonds, notes, or any other instruments of debt
involving any third party and, individually, an amount of USD 100,000.00 or
more;
  9




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12.9.5
    
    guarantees, indemnities, and suretyships issued for any debt of any third
party other than the Company or the Subsidiary for an amount of USD 100,000.00
or more;
 12.9.6
    
    all contracts providing in whole or in part for the use of, or limiting the
use of, any Intellectual Property rights;
 12.9.7
    
    agreements which contain a material undertaking of the Company or the
Subsidiary not to compete with third parties in any material region;
 12.9.8
    
    any continuing payment obligations (Zahlungsverpflichtungen aus
Dauerschuldverhältnissen) other than described above which cannot be
terminated by the Company on twelve (12) months or less notice and which
provide for annual payment obligations of the Company or the Subsidiary in
excess of USD 1,000,000.00; and
 12.9.9
    
    all contracts with customers providing for the sale of goods or the
provision of services which provide for annual payment obligations of such
customer in excess of USD 50,000.00.
 13.
    
    Customers and Suppliers
 13.1
    
    Schedule 13.1 contains a list of the five (5) largest customers of, and the
three (3) largest suppliers providing goods and services to the Company or the
Business for the twelve (12) month period ended March 31, 2010, together with 2009
revenues of the five largestcustomers. The relationship between the
customers and the suppliers set forth on Schedule 13.1 and the Company or Business are
on good terms, and, to the Sellers Knowledge, no customer or supplier set forth on
Schedule 13.1 plans to materially reduce its business or discontinue doing business
with the Company or Business. There have been no unresolved billing disputes between
the Company or the Business and any such customer or supplier set forth on Schedule
13.1 involving an amount greater than USD 25,000 during the twenty-four (24) months
prior to the Completion Date.
 13.2
    
    Schedule 13.2 contains a list of the backlog of the Business as of 23 April
2010 in all material respects. This schedule lists the study identification number
along with anticipated aggregate cash payments to still be received from each customer
after 23 April 2010. For the sake of clarity, no oral contracts, other oral
arrangements or any agreements the customer has terminated by written notice are
included in Schedule 13.2.
 14.
    
    Licenses and Permits
 14.1
    
    On Completion, the Seller and the Subsidiary hold all material permits
(including for medical devices), concessions, certificates, authorizations, licenses,
consent and approvals of governmental entities, which are required under applicable
laws in order to conduct the Business as presently conducted (Permits) and such
Permits are in full force and effect. The Seller conducted the Business in material
compliance with all such permits, concessions, licenses and in compliance with
applicable laws since 1 January, 2007.
  10




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14.2
    
    To Sellers Knowledge, there are no threats of any revocation or restriction
or subsequent orders relating to any such Permits.
 15.
    
    Intellectual Property and Know-How
 15.1
    
    Schedule 15.1 contains a list of patents, patent applications, registered
trademarks and registered copyrights, domain names, and other registered intellectual
property rights owned by or licensed to the Company or the Subsidiary other than third
party off-the-shelf software (the Intellectual Property) or belonging to the
Business and owned by Affiliates of the Company as respectively set forth therein.
Schedule 15.1 identifies, in each case, the record and beneficial owner thereof and,
in the case of any of the foregoing that are owned by a third party and licensed to
the Company or the Subsidiary, indicates whether such license is exclusive or
non-exclusive.
 15.2
    
    Know-Howshall mean all information not present in the public domain
relating to the Business and owned by the Seller as of the date hereof or by the
Company or the Subsidiary as of Completion, including trade secrets and information or
processes relating to procurement, research and development, information technology,
quality management, marketing, logistics, sales and distribution and customer
relationship.
 15.3
    
    To the Sellers Knowledge, the Intellectual Property and the Know-How are not
subject to any pending proceedings for opposition, cancellation, revocation or
rectification which may negatively affect the operation of the Business of the Company
or the Subsidiary and to Sellers Knowledge no third party is infringing,
misappropriating or otherwise violating any of the Intellectual Property rights or
rights in the Know-How of the Company or the Subsidiary.
 15.4
    
    The Seller has taken all commercially reasonable steps to protect the rights
of the Company and the Subsidiary in the Intellectual Property and maintain the
confidentiality of all information relating to any Know-How. To the Sellers
Knowledge, (i) no employee, officer, director, consultant or advisor of the Company,
the Subsidiary is in violation of any term of any employment contract or any other
contract or agreement, or any restrictive covenant, relating to the right to use
know-how or proprietary information of others. All employees, consultants and/or
advisors of Company, its Subsidiary, or its predecessor in interest (Developers),
are contractually obligated to disclose and upon request by Company or Subsidiary to
assign all rights in work performed on behalf of the Company to the Company, the
Subsidiary, or its predecessor in interest, in as far as legally possible with no
retention or reversion of any rights in favour of the employee, consultant or advisor.
All necessary signatures have been obtained from all Developers to perfect the filing
of all applications and registrations for and assignment to the Company or the
Subsidiary, respectively, of such rights in Intellectual Property and Know-How. All
compensations for employee inventions, in particular as provided for by the German Law
on Employee Inventions (Gesetz über Arbeitnehmererfindungen, ArbnErfG) have been paid
when due.
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15.5
    
    To the Sellers Knowledge, all fees that were due and payable prior to the
Completion to maintain the Intellectual Property have been paid, all necessary renewal
applications have been filed and all other commercially reasonable steps necessary for
their maintenance have been taken and the Company and the Subsidiary have protected as
trade secrets any Know-How relating to their respective business against access by
third parties.
 15.6
    
    Schedule 15.6 contains a complete and correct list of all Intellectual
Property and Know-How the Company and the Subsidiary have licensed to a third party,
specifying the essential terms of the granting of these licenses. No termination
rights of the licensee exist as a consequence of the conclusion or execution of this
Agreement.
 15.7
    
    Schedule 15.7(a) contains a complete and accurate list (by name) of all
products and software of the Company and the Subsidiary that are currently sold,
licensed or distributed as applicable or for which the Company or the Subsidiary have
any support or maintenance obligations (Products), and all products or service
offerings of the Company and the Subsidiary that are currently actively under
development. All other products and software that are planned for development are set
forth on Schedule 15.7(b).
 15.8
    
    To the Sellers Knowledge, the Company and the Subsidiary and the operation
of the Business do not materially infringe any intellectual property rights or
know-how of third parties, do not infringe any intellectual property rights or
know-how of the Seller. To the Sellers Knowledge, performance, manufacture, use
and/or sale of the Products do not infringe any intellectual property rights or
know-how of third parties. There is no suit, claim, action, investigation or
proceeding threatened, made, pending, conducted or brought by a person alleging any
such infringement, misappropriation or violation, by the Company, Seller or
Subsidiary.
 15.9
    
    To Sellers Knowledge, except as provided on Schedule 15.9 (i) neither the
Intellectual Property nor the Products incorporate, or are combined with, any Open
Source Materials that require, as a condition of use, modification and/or distribution
of such Open Source Materials that other software incorporated into, derived from, or
distributed with such Open Source Materials be (A) disclosed or distributed in source
code form under the terms of any license agreement, (B) licensed for the purpose of
making derivative works, or (C) redistributable at no charge; and (ii) neither the
Intellectual Property nor the Products are used, distributed, licensed, or otherwise
transferred with the Open Source Materials (or any derivatives) in a manner that
violates the applicable open source license for such Open Source Materials. Open
Source Materials (i) means any software that (x) contains, or is derived in any
manner (in whole or in part) from, any software that is distributed as free software,
open source software (e.g., without limitation, Linux) or (y) requires as a condition
of its use, modification or distribution that it, or other software incorporated,
distributed with, or derived from it, be disclosed or distributed in source code form
or made available at no charge and (ii) includes without limitation software licensed
under the GNUs General Public License (GPL) or Lesser/Library GPL, the Mozilla Public
License, the Netscape Public License, the Sun Community Source License, the Sun
Industry Standards License, a Microsoft Shared Source License, the Common Public
License, the Apache License, and any license listed at
www.opensource.org.
  12




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15.10
    
    Except pursuant to the contracts listed in Schedule 15.10, neither the
Company, the Subsidiary nor any predecessor in interest or any other party acting on
behalf of any of them has disclosed or delivered to any third party, or permitted the
disclosure or delivery to any escrow agent or other party of, any Source Code of the
Company or its Subsidiary. To Sellers Knowledge, no event has occurred, that (with
or without notice or lapse of time, or both) shall, require the disclosure or delivery
of any Source Code by the Company or the Subsidiary or any other party acting on
behalf of either of them to any third party. Neither the execution of this Agreement
nor the consummation of any of the transactions contemplated by this Agreement, in and
of itself, would reasonably be expected to result in the release of any Source Code
from escrow. To Sellers Knowledge, there exists no breach of or default under any
source code escrow provision in any customer contract or under any agreement with an
escrow agent or any beneficiaries thereunder. Source Code means, collectively, any
human readable software source code, or any material portion or aspect of the software
source code, or any material proprietary information or algorithm contained, embedded
or implemented in, in any manner, any software source code, in each case for any
Product.
 16.
    
    Insolvency and Litigation
 16.1
    
    No insolvency proceedings have been initiated or applied for against the
Seller, the Subsidiary or the Company, nor have any legal proceedings or other
enforcement measures been initiated or applied for with respect to any property or
other assets of the Seller, the Subsidiary or the Company. Neither the Seller, the
Subsidiary nor the Company is over-indebted (überschuldet) or illiquid
(zahlungsunfähig), nor is illiquidity impending. Neither the Seller, the Subsidiary
nor the Company has ceased or suspended payments (Zahlungen eingestellt).
 16.2
    
    There are no pending (rechtshängige) and, to Sellers Knowledge, threatened
(by or against the Company or the Subsidiary) cases of litigation (including
litigation before labor courts), either before a court or an arbitral tribunal
(gerichtliche Rechtsstreitigkeiten oder Schiedsverfahren), and administrative
proceedings in which the Company or the Subsidiary is involved, either as plaintiff,
defendant or otherwise and to Sellers Knowledge, except as set forth on Schedule 5.3,
there are no facts or circumstances that could reasonably be likely to result in such
a case or proceeding. In the last five years prior to the date hereof, the Business
has not been involved in a dispute on account of a product liability claim.
  13




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16.3
    
    To the Sellers Knowledge, except as set forth on Schedule 5.3, neither the
Company nor the Subsidiary has designed, manufactured, distributed or put in
circulation any product or has provided any services which have resulted or might
result in any kind of obligation or liability arising from product liability,
infringement of warranties, or any other cause in law, and no such liabilities or
obligations have been alleged.
 17.
    
    Antitrust
 17.1
    
    The Company, the Business and the Subsidiary and, to Sellers Knowledge,
their respective officers and employees have during the past five years complied with
applicable Antitrust Laws in all jurisdictions in which they operate or have operated
during such period or in which any operations might have taken economic effects.
 17.2
    
    Antitrust Laws shall mean all applicable laws and regulations regarding the
prohibition of agreements or practices restricting competition, the abuse of a
dominant market position and the control of concentrations pursuant to the German Act
against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen); Articles
81 through 89 of the EC-Treaty and any regulations based thereon; Regulation (EC) no.
139/2004 (the EC-Merger Regulation) and Regulation (EC) no. 4064/89 (the former
EC-Merger Regulation).
 18.
    
    Compliance with Laws
 18.1
    
    The operations of the Company and the Subsidiary have been, are, and will
through Completion be conducted in material compliance with applicable laws,
regulations, ordinances, rules and other binding requirements of any governmental
entity (including, without limitation, the United States Food and Drug Administration
(FDA).
 18.2
    
    Neither the Company, the Subsidiary, nor, to Sellers Knowledge, any person
or entity acting on behalf of the Company or the Subsidiary has, directly or
indirectly, on behalf of or with respect to the Company or the Subsidiary (i) made or
received any unreported political contributions, (ii) made or received any payment
that was not legal to make or receive, including, without limitation, gratuities to
FDA employees, (iii) created or used any off-book bank or cash account or slush
fund, or (iv) engaged in any conduct constituting a violation of the Foreign Corrupt
Practices Act of 1977, as amended.
 18.3
    
    The Company and the Subsidiary has either adhered to all applicable FDA
Guidance Documents, or used alternative approaches that materially comply with all
relevant statutes and regulations. The Company and the Subsidiary are currently
certified to the Medical Device Directive 93/42/EEC including 2007/47/EC amendment and
ISO 13485:2007 Standard. The FDA has conducted an inspection of the Business which
started on April 12, 2010 and resulted in no observations. The Seller has no Knowledge
of any facts, circumstances or conditions that could or is reasonably likely to result
in a finding by the FDA of a condition in violation of the US Food Drug and Cosmetic
Act and its applicable regulations, or any threatened untitled letter, warning letter
or enforcement action.
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18.4
    
    Except as set forth on Schedule 18.4, since 1 January 2004, neither the
Company nor the Subsidiary, nor the facilities owned or used by the Company or the
Subsidiary are subject to any adverse inspection, finding or deficiency, finding of
non-compliance, or any other compliance or enforcement action from or by the FDA or
any counterpart regulatory authority in any other applicable jurisdiction, nor have
the Company or the Subsidiary or, to the Sellers Knowledge, any facility owned or
used by the Company or the Subsidiary, received any regulatory or warning letter, Form
483 warning letter, investigation notice, Section 305 notice (FDA Notice of Possible
Criminal Prosecution). There are no pending, or to the Sellers Knowledge, including
but not limited to, any threatened civil, criminal or administrative actions, suits,
demands, claims, hearings, investigations, demand letters, proceedings, complaints or
requests for information by the FDA or by any other regulatory authority related to
the Company or the Subsidiary relating to any of the products or services the Company
or Subsidiary provides. To Sellers Knowledge, there is no act, omission, event, or
circumstance that would reasonably be expected to give rise to any such action, suit,
demand, claim, hearing, investigation, demand letter, proceeding, complaint or request
for information or any such liability.
 18.5
    
    Neither the Company nor the Subsidiary has knowingly or willfully solicited,
received, paid or offered to pay any remuneration, directly or indirectly, overtly or
covertly, in cash or kind for the purpose of making or receiving any referral which
violated any applicable anti-kickback or similar law, including 42 USC §1320 a-7b(b)
(the Anti-Kickback Statute), or any applicable state anti-kickback law. For purposes
of this representation, the terms hereof shall have the meaning established by the
Anti-Kickback Statute.
 18.6
    
    Neither the Company nor the Subsidiary has been debarred and neither the
Company nor the Subsidiary has acquiesced to debarment for any period of time under 21
USC. §335a (and the sections cross-referenced therein) or been the subject of a
debarment hearing or, to the Sellers Knowledge, investigation.
 19.
    
    IT SystemsThe IT systems, including the software, hardware, networks and interfaces used by the
Company or the Subsidiary (the Systems) are sufficient for the business operations of the
Company or the Subsidiary on Completion, as the case may be. All Systems are owned or
licensed to, as the case may be, and operated by the Company or the Subsidiary and are
under its sole control, except as disclosed in Schedule 19.
  15




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20.
    
    Interested Party TransactionsTo Sellers Knowledge, no director, officer or employee of the Company or the Subsidiary,
nor has any director, officer or employee of the Seller had, any direct or indirect
interest in (i) any entity which furnished or sold, or furnishes or sells, services or
products that the Company or the Subsidiary furnishes or sells, or proposes to furnish or
sell; (ii) any entity that purchases from or sells or furnishes any goods or services to
the Company or the Subsidiary; or (iii) any Material Contract; provided, however, that
ownership of no more than one percent (1%) of the outstanding voting stock of a publicly
traded corporation shall not be deemed an interest in any entity for purposes of this
Section.
 21.
    
    No Finders FeeNeither the Company nor the Subsidiary has incurred any obligation nor is the Company
liable for brokerage or finders fees or agents commissions or similar payments to be made
in connection with the transactions contemplated by this Agreement.
 22.
    
    No Competition Act FilingThe Seller represents that the Business does not hold assets in the United States (other
than investment assets, voting or nonvoting securities of another person, and assets
included pursuant to regulation 16 CFR §801.40(d)(2) promulgated under Hart-Scott-Rodino
Antitrust Improvements Act) having an aggregate total value in excess of USD 63.4 million
and has not made sales, in the most recent fiscal year, in or into the United States in
excess of USD 63.4 million. Seller further represents that the sales in or into the United
States attributable to the assets of the Business in the most recent fiscal year did not
exceed USD 63.4 million.
 23.
    
    No other Representations or WarrantiesSubject to the warranties expressly contained in this Agreement, the Purchaser agrees to
accept the Shares of the Company in the condition they are in on the Completion Date, based
upon its own inspection, examination and determination with respect thereto (including any
due diligence investigation it has conducted), without relying upon any express or implied
warranties or warranties of any nature including any representations or warranties by the
Seller, any of its Affiliates or any of their respective employees, advisers or other
representatives. The Purchaser acknowledges that the Seller makes no representations,
warranties or guarantees and assumes no disclosure or similar obligations in connection
with this Agreement and the transactions contemplated hereby, except as expressly set forth
in this Agreement.
 24.
    
    Transaction Documents / Bill of SalesIt is understood that the Transaction Documents and the US Transfer Documents shall not be
listed in any of the Schedules to this Schedule 3 and that the Seller cannot be held liable
because of this fact with respect to any Warranty.
  16




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SCHEDULE 4
 Tax Indemnification
 1.
    
    DefinitionsPurchaser Group shall mean the Purchaser and any affiliate of Purchaser within the
meaning of Sec. 1 Foreign Tax Act (AStG).Taxes within the meaning of this Agreement means all taxes (Steuern)and surcharges or
other auxiliary tax obligations (steuerliche Nebenleistungen)all as defined in Section 3
German Tax Code (Abgabenordnung)or in comparable provisions of foreign jurisdictions or
taxes, other public duties and auxiliary tax obligations of other jurisdictions which are
comparable to such as defined in Section 3 German Tax Code, including without limitation
any withholding taxes and taxes to be deducted at source by the Company or the Subsidiary,
taxes for which the Company or the Subsidiary are claimed against as debtor pursuant to
Section 133 German Reorganization Act or Section 191 German Tax Code, value added taxes,
sales taxes, custom duties as well as any kind of social security insurance premiums as
well as related fines and penalties, however excluding, for the avoidance of doubt,
deferred taxes in accordance with US and German GAAP.Tax Returns within the meaning of this Agreement means all declarations, notifications,
and other documents and records to be filed or presented with or to the Tax Authorities in
connection with Taxes.Tax Authority within the meaning of this Agreement means a German or foreign federal,
state or municipal authority or another organ of sovereign power in Germany or any foreign
jurisdiction.
 2.
    
    Tax WarrantyThe Vendor hereby warrants to the Purchaser by way of an independent warranty within the
meaning of Section 311 (1) German Civil Code that the following statement (the Tax
Warranty) is complete and accurate in all respects on the Completion Date. This Tax
Warranty represents neither a warranty of quality within the meaning of Sections 443, 444
German Civil Code nor an agreement as to quality within the meaning of Section 434 (1)
German Civil Code.
 2.1
    
    The Company has not filed an application according to Sec. 20 para. 2
phrase 2 of the German Reorganization Tax Act or any other form of similar
application until the Completion Date.
 2.2
    
    If the Tax Warranty is incorrect, Schedule 2 Clause 1.2 applies
correspondingly.
  1




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3.
    
    Tax Indemnification
 3.1
    
    Indemnification ObligationThe Vendor shall indemnify and hold harmless at the election of the Purchaser the
Purchaser, the Company or the Subsidiary, from and against all Taxes and related penalties
which have to be paid by the Company or the Subsidiary allocable to any period prior to and
including the Completion Date, irrespective of when such Taxes and related penalties are
assessed, due or payable (the Indemnifiable Taxes) by paying an amount equal to such
Indemnifiable Taxes at the election of the Purchaser to the Purchaser, the Company or the
Subsidiary (the Tax Indemnification Payment), if and to the extent that such
Indemnifiable Taxes have not been paid prior to or on the Completion Date.
 3.2
    
    Limitation of Responsibility and Liability
 The Vendor shall not be responsible or liable and the Purchaser shall not have a claim for
a Tax Indemnification Payment under Schedule 4 if and to the extent that any of the
following events occurs or any of the following conditions is fulfilled:
 a.
    
    To the extent the claim for a Tax Indemnification Payment is reduced
by a Tax reduction (Steuerminderungen)as defined in Clause 5 of Schedule 4; or
 b.
    
    The relevant Indemnifiable Tax results from any measure taken by a
member of the Purchaser Group after the Completion Date with respect to a period
ending prior to or on the Completion Date, provided that such measure has not been
taken at the request of the Vendor or required based on mandatory law; or
 c.
    
    The realisation of the claim for Tax Indemnification Payment would
result in a damage being recovered from the Seller twice with respect to the same
claim; or
 d.
    
    To the extent that the claim for Tax Indemnification Payment is in
respect of Taxes which would not have arisen but for, or have been increased
directly or indirectly as a result of a disclaimer, claim or election made or
notice or consent given after Completion by a member of the Purchaser Group with
respect to, or which affects a period ending prior to or on the Completion Date
otherwise than at the request of the Vendor; or
 e.
    
    To the extent that the Purchaser or any member of the Purchaser Group
has a right of recovery in respect of such Taxes but did not use reasonable
endeavors to collect from a person or persons other than the Vendor; or
 f.
    
    To the extent the claim would not have arisen but for, or is
increased directly or indirectly as a result of the passing of or a change in a
law occurring on or after the date of this Agreement with retroactive effect.
 3.3
    
    Due Date for Tax Indemnification PaymentThe claims of the Purchaser for Tax Indemnification Payment shall become due and payable
ten (10) Business Days following the receipt of the Tax Indemnification Notice pursuant
to Clause 4 of Schedule 4 by the Purchaser but in no event ten (10) Business Days before
the relevant Indemnifiable Tax becomes due and payable.
  2




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4.
    
    Indemnification Procedure
 4.1
    
    Tax Indemnification NoticeIn the event that any action, claim, demand or proceeding with respect to which the
Seller may be liable under this Schedule 4, Schedule 2 Clause 5 shall apply, except as
set forth herein.After Completion, the Purchaser shall give the Vendor written notice (each a Tax
Indemnification Notice) of any Tax assessment that might give rise to a claim for Tax
Indemnification Payment without undue delay after the receipt of such Tax assessment by
the Purchaser, the Company or the Subsidiary. The Tax Indemnification Notice shall
 a.
    
    state the object of the Tax assessment in reasonable detail; and
 b.
    
    state the amount of the Indemnifiable Tax; and
 c.
    
    state the Tax reductions (as defined in Clause 5of Schedule 4) which
reduce the Tax Indemnification Payment; and
 d.
    
    include copies of any notice or other document received from any Tax
authority in respect of any such Tax liability.
 4.2
    
    AssistanceTo the extent requested by the Vendor and required to evaluate the potential
Indemnifiable Tax and the Tax reductions, the Purchaser shall provide the Vendor with all
relevant information, documents and assistance.
 4.3
    
    Cooperation and InformationThe Vendors prior agreement and consent is required with regard to the filing or
amendment of a Tax Return filed for the Company or the Subsidiary which relates to an
assessment period prior to and including the Accounts Date provided that such agreement
and consent shall not be unreasonably withheld and be deemed given if the Vendor does not
provide the Purchaser, the Company or the Subsidiary with a specific proposal for changes
within 15 Business Days after the Vendor has received the Tax Return notification from
the Purchaser, the Company or the Subsidiary.The Purchaser shall inform the Vendor without undue delay about any proceeding of any Tax
Authority (e.g. announcement of Tax audits, Tax audit findings) which may give rise to a
claim of Purchaser under Schedule 4. Purchaser shall provide to Vendor all relevant
documents and other information which might reasonably be necessary to evaluate the
existence of any such claim.
 4.4
    
    Defense
 a.
    
    The Vendor shall at its own costs be entitled to direct any measures
and actions by the Purchaser, the Company and the Subsidiary to defend against any
proceedings of any Tax Authority which may result in a claim of the Purchaser
under this Schedule 4. The Purchaser shall in particular
  3




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b.
    
    take such measures and actions as the Vendor may reasonably request
to defend against any Indemnifiable Taxes which may result in a liability for Tax
Indemnification Payment; and
 c.
    
    keep the Vendor informed of the status of the defense at any time
without undue delay; and
 d.
    
    not acknowledge or settle any claims for Taxes without prior written
consent of the Vendor (such consent not to be unreasonably withheld or delayed).
 5.
    
    Tax Reductions
 5.1
    
    If a member of Purchaser Group. is entitled to any benefit by refund,
set-off or reduction of Taxes after the Completion Date arising from facts which
give rise to Indemnifiable Taxes (Tax Reduction Amount), the cash value of such
Tax Reduction Amount shall reduce the Tax Indemnification Payment.
 5.2
    
    Tax reductions shall include, without limitation, all benefits arising
out of or in connection with
 a.
    
    the first-time recognition as an asset or a step-up in value in the
tax accounts, the extension of depreciation or amortization periods relating to an
assessment period prior to and including the Completion Date, to the extent this
leads to a step up in value as of the Accounts Date and will reverse in periods
after the Completion Date according to scheduled depreciations or amortizations
(planmäßige Abschreibungen)or a reduced capital gain, and/or
 b.
    
    the non-recognition for Tax purposes of expenses in connection with
the establishment of liabilities, provisions, accruals and deferrals, reserves or
other kinds of expenses relating to an assessment period prior to and including
the Completion Date to the extent this leads to the recognition of expenses for
Tax purposes after the Completion Date, and/or
 c.
    
    timing adjustments with regard to Value Added Tax (meaning taxes as
set forth in Sec. 3 of the German Value Added Tax Statute (UStG) or similar
foreign taxes) (e.g. shifting of Input Value Added Tax from an assessment period
prior to and including the Completion Date to a period after the Completion Date).
 5.3
    
    The Purchaser, or at the election of the Purchaser the Company or the
Subsidiary undertake to notify the Vendor of any Tax Reduction Amount pursuant to
Clause 5.2 of Schedule 4 without undue delay and in any case in the Tax
Indemnification Notice pursuant to Clause 4.1 of Schedule 4
 5.4
    
    The cash value of the Tax reductions shall be calculated by applying the
following principles:
 a.
    
    it is assumed that the total income tax burden of the Company and/or
the Subsidiary will be 30%;
  4




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b.
    
    all Tax reductions will be determined abstractly (i.e., without
taking into account the concrete tax situation of the Company and/or the
Subsidiary);
 c.
    
    it is assumed that the Tax reductions arise equally distributed over
(i) 15 years in case of a goodwill, (ii) 8 years in case of other depreciable or
amortizable fixed assets or in the case of pension provisions, (iii) 3 years in
case of other liabilities or provisions, and (iv) 1 year in all other cases;
 d.
    
    Tax reductions arising in periods ending before the notification
pursuant to Clause4.1 of Schedule 4 shall not be discounted;
 e.
    
    Tax reductions arising in periods ending after the notification
pursuant to Clause 4.1 of Schedule 4 shall be discounted to the due date as
defined in Clause 3.3 of Schedule 4 by applying an interest rate of 6% p.a.
 6.
    
    Tax Straddle PeriodTaxes for Tax periods beginning 1 January 2010 and ending after the Completion Date
(Straddle Period) shall be allocated to the Parties as follows:
 a.
    
    The respective Straddle Period shall be divided into a time period
ending on the Completion Date (Pre-Completion Date Straddle Period) and a time
period beginning after the Completion Date (Post-Completion Date Straddle
Period).
 b.
    
    The Completion Date shall be regarded for all Taxes as the last day
of the respective time period for such Tax Indemnification Payments or Tax refund
claims.
 c.
    
    The indemnification obligation pursuant to Schedule 4, Clause 3 shall
be limited to the Taxes for which the Company or the Subsidiary would be liable on
a standalone basis for the Pre-Completion Date Straddle Period.
 d.
    
    Taxes attributable to the Pre-Completion Date Straddle Period shall
be the Taxes to which the Company or the Subsidiary would be liable if the
Pre-Completion Date Straddle Period were a separate Tax assessment period (als-ob
Veranlagung). To the extent that any Taxes cannot be allocated either to the
Pre-Completion Date Straddle Period or the Post-Completion Date Straddle Period,
these Taxes shall be allocated on a pro rata temporis basis.
 7.
    
    Tax RefundsIf a member of the Purchaser Group, the Company or the Subsidiary receives a Tax
refund (which means any tax refunds any Tax credit, including increase of tax credits,
set-off of taxes and the reduction or release without corresponding Tax payment of any
Tax liability or provision reported in the Accounts) attributable to the Company or the
Subsidiary with respect to any period ending prior to or on the Completion Date, an
amount equal to such Tax refund shall be paid by the Purchaser, the Company, or the
Subsidiary, respectively, to the Vendor if and to the extent that
  5




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7.1
    
    the Tax refund does not result in additional or increased Taxes or other
Tax disadvantages;
 7.2
    
    the Tax refund results from any measure taken by the Purchaser after the
Completion Date, other than the loss carryback to a period ending prior to or on the
Completion Date of a Tax attribute that arises after the Completion Date.
 Payments pursuant to this Clause 7 of Schedule 4 shall become due within ten (10)
Business Days after (the earlier of) (i) the Tax refund or credit has been received by a
member of the Purchaser Group, Company or the Subsidiary by payment, set-off, reduction
or release of a Tax liability or provision or otherwise, or (ii) the Tax refund has been
assessed by the competent Tax authority and become final, binding and non-amendable. The
Purchaser shall give the Vendor written notice of any Tax refund that might give rise to
a claim pursuant to this Clause without undue delay after (the earlier of) the receipt or
the assessment of such Tax refund.
 8.
    
    Limitations on Tax Indemnification PaymentExcept as otherwise provided in this Schedule 4, the provisions under Schedule 2 Clause 2
shall not apply in the context of this Schedule 4.
 9.
    
    Limitation PeriodNo claim may be made against the Vendor pursuant to this Schedule 4 upon expiry of a
limitation period of (i) six months after the final or non-appealable assessment of the
relevant tax according to the German General Tax Code or (ii) the expiry of six months
after the Completion Date. If the Purchaser makes claims against the Vendor in writing
under this Schedule 4, the limitation of such claims shall be suspended. This suspension
will end after three months after such Purchasers writing.
 10.
    
    Fair Market ValueVendor and Purchaser agree that that for purposes of determining the fair market value
for tax purposes of the assets, liabilities, and accruals of the Company caused by the
hive out down of the Business from the Seller to the Company as per the hive out date
shall be determined on the basis of the Consideration payable under the Agreement,
including any adjustments that may be made according to the Agreement after the
Completion Date and taking into account those adjustments to be made as are required by
law or pursuant to this Agreement and each Party agrees to file all Tax Returns, and
financial reports on that basis, and will not file Tax Returns or other financial reports
in a manner inconsistent with such position. If one of the Parties infringes this Clause
10, Schedule 2 Clause 1.2 applies accordingly.
 11.
    
    Certain Claims under the Hive Out AgreementThe parties agree that a claim made by the Company pursuant to Part I, Section 11, Clause
(1) of the Hive Out Agreement is a claim with respect to Taxes with respect to a period
that closes on or prior to Completion that is covered by this Schedule 4, provided
however, that the parties agree that Clause 3.2 (other than 3.2(c)) of this Schedule 4
shall not apply to such claim.
  6




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SCHEDULE 5
 Conditions
 Mutual Conditions:
 1.
    
    Registration of the Hive Out with the Commercial Register of the Seller pursuant to Sec. 130
and 131 UmwG. It being understood that the Seller shall use commercially reasonable efforts to
cause the Hive Out to be registered. It being understood that the Seller shall be entitled to
withdraw its application for the Hive Out to be registered in the Commercial Register if the
Seller or the Purchaser has terminated this Agreement pursuant to Clause 3.1 of this
Agreement.
 Seller Conditions:
 2.
    
    No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking
to prohibit, alter, prevent or materially delay Completion, shall have been instituted by any
person or entity other than a party hereto or an Affiliate thereof before any court or
governmental authority and shall be pending that could reasonably be expected to materially
and adversely affect the consummation of the transactions contemplated by this Agreement.
 3.
    
    Purchaser has complied in all material respects with its covenants in the Agreement.
 4.
    
    eResearchTechnologies, Inc. will have executed a Guaranty in the form attached as Schedule 9.
 5.
    
    The Purchaser will have executed a Transitional Trademark Sublicense Agreement.
 6.
    
    The Purchaser will have offered employment to employees of the Business in Ireland and the
United Kingdom on terms substantially similar or more favorable to such employees as exist on
the date hereof and entered into agreements with those employees who accept such offer.
  7.
    
    No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking
to prohibit, alter, prevent or materially delay Completion, shall have been instituted by any
person or entity other than a party hereto or an Affiliate thereof before any court or
governmental authority and shall be pending that could reasonably be expected to materially
and adversely affect the consummation of the transactions contemplated by this Agreement or
could reasonably be expected to result in a Material Adverse Effect.
  1




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8.
    
    Since December 31, 2009, there shall not have been a Material Adverse Effect.
 9.
    
    Seller has complied in all material respects with its covenants in the Agreement.
 10.
    
    CareFusion Corporation will have executed a Guaranty in the form attached as Schedule 9.
 11.
    
    CareFusion Corporation will have executed the Confidentiality, Non-Competition and
Non-Solicitation Agreement in the form attached as Schedule 5.11.
 12.
    
    Seller will deliver consolidated audited financial statements for the Business (as carve-out
financial statements) and the Subsidiary as of December 31, 2008 and 2009 and for the
respective periods then ended, accompanied by an unqualified audit report of Ernst & Young
(the Audited Financial Statements), and the Audited Financial Statements shall not
materially differ from the Unaudited Financial Statements.
  2




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Schedule 5.11
 NONDISCLOSURE, NONCOMPETITION AND NONSOLICITATION AGREEMENT
 Agreement CareFusion eRT Party Parties
 Vendor Purchaser Purchase Agreement Company
   Capitalized Terms. Confidential Information Business Agents
  Page 1




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##### 



Schedule 5.11
 Nondisclosure.
 Noncompetition and Nonsolicitation.
    Page 2




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##### 



Schedule 5.11
 Permitted Activities.
  Acquired Business
   Remedies.
 Termination.
 Effect of Termination; Survival
  Page 3




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Schedule 5.11
 Notices.
   
  
  
  
   Page 4




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Schedule 5.11
 Jurisdiction and No Jury Trial.
 Jurisdiction.
 Waiver of Jury Trial.
 Entire Agreement and Modification.
 Assignment and No-Third-Party Rights.
 Severability.
  Page 5




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Schedule 5.11
 Governing Law.
 Counterparts.
 [Signature pages to follow.]
  Page 6




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##### 



Schedule 5.11
 IN WITNESS WHEREOF,
 CareFusion Corporation
 By:Name:Title:  Page 7




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Schedule 5.11
 eResearchTechnology, Inc.
 By:Name:Title:  Page 8




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##### 



SCHEDULE 6
 Operation of the Company Pending Completion
  1.
    
    operate its business only in the ordinary course and consistent with past practice (taking
into account the completion and registration of the Hive Out Agreement and assuming, for the
purposes of this Agreement that the Business has been historically operating in the Company)
and not to deviate from such ordinary course without the Purchasers prior consent, not to be
unreasonably withheld;
 2.
    
    preserve the assets of the Business in reasonable good working condition;
 3.
    
    keep the necessary Policies in place;
 4.
    
    use its best efforts to preserve the Business, to continue the employment or keep available
the services of its present officers and employees, and to preserve the good will of customer,
subcontractor, suppliers and others having a business relationship with it;
 5.
    
    maintain accounting procedures consistent with past practice;
 6.
    
    not increase the capital of the Company and the Subsidiary, nor issue any shares nor grant
any options thereto or similar rights; and
 7.
    
    not change the terms and conditions of the employment of the employees, including Key
Employees.




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SCHEDULE 7
 Completion
 1.
    
    The Seller shall deliver or procure to be delivered to the Purchaser the written resignations
in the agreed form of James Vincent Wulf as managing director (Geschäftsführer) of the
Company, it being understood that the Company shall grant each of them a full and
unconditional waiver with respect to any claims the Company may have against each of them,
except for any claims based on fraud and willful misconduct.
 2.
    
    The Purchaser shall pay the Completion Payment to the Seller.
 3.
    
    The Company and the Seller shall enter into a Transition Services Agreement (TSA)
substantially in the form attached as Schedule 7.3
 4.
    
    The Company and the Seller shall enter into supply agreements (Supply Agreements)
substantially in the form attached as Schedule 7.4 (with each of the Seller and the Company
being a supplier to the respective other party).
 5.
    
    The Company and the Seller shall enter into two software license agreements substantially in
the form attached as Schedule 7.5.
 6.
    
    The Company and the Seller shall enter into quality assurance agreements substantially in the
form attached as Schedule 7.6.
 7.
    
    The Seller shall deliver to the Purchaser:
 (1)
    
    a certificate dated the Completion Date and certifying that each of the Conditions has
been met with no exceptions;
 (2)
a certified copy of an excerpt from the Commercial Register of the Company and the
Seller showing registration of the Hive Out.
 8.
    
    The Seller shall cause its Affiliates to execute and deliver the US Transfer Documents, as
applicable.
 9.
    
    The Seller shall cause its Affiliates to execute and deliver the trademark and copyrightassignment and transfer agreement attached hereto as Schedule 11, as applicable.
 10.
    
    The Company and its Affiliates and the Seller and its Affiliates shall enter into the
sublease agreements substantially in the form attached as Schedule 12 subject to any changes
that may be required in order to obtain the respective landlords consent.
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