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.

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.

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 VII is attachment 2.1.a) and 2.1.b)

Appendix VIII is attachment 2.1.c)

Appendix IX is attachment 2.1.d)

Appendix X is attachment 2.2

Appendix XI is attachment 2.4

Appendix XII is 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.

DEFINITIONS AND INTERPRETATION

 

SALE, PURCHASE AND TRANSFER OF SHARES

 

BREACH OF CONDITIONS, WARRANTIES AND COVENANTS AND LONG STOP DATE

 

CONSIDERATION

 

COMPLETION

 

WARRANTIES OF SELLER

 

LIMITATION ON THE SELLER’S LIABILITY

 

TAX INDEMNIFICATION

 

SELLER’S COVENANTS

 

WARRANTIES AND COVENANTS OF PURCHASER

 

COOPERATION

 

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

 

INFORMATION

 

ANNOUNCEMENTS

 

COSTS

 

ASSIGNMENTS

 

ENTIRE AGREEMENT

 

SEVERABILITY

 

NOTICES

 

GOVERNING LAW AND ARBITRATION

The Seller; and

The Purchaser

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.

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.

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”).

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”).

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.

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.

In this Agreement the following words and expressions shall (except where the context otherwise requires) have the following meanings:

In this Agreement where the context admits:

reference to a Clause, Schedule or paragraph is to a Clause, Schedule or a paragraph of a Schedule of or to this Agreement respectively;

reference to the parties to this Agreement includes their respective successors, permitted assigns and personal representatives;

reference to any party to this Agreement comprising more than one person includes each person constituting that party;

reference to any gender includes the other gender;

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;

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

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.

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.

The Seller hereby sells to the Purchaser the Shares. The Purchaser hereby accepts such sale from the Seller.

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.

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.

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.

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.

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.

The Consideration shall be USD 81,000,000 (US Dollars eighty one million) adjusted on the basis of the Completion Accounts as follows (“Consideration”):

by adding Cash;

by deducting Indebtedness;

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

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).

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.

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.

Within five Business Days of the agreement or determination of the Completion Accounts in accordance with Schedule 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

if the Completion Payment exceeds the Consideration, the Seller shall repay to the Purchaser the overpayment of the Consideration.

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.

Completion 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.

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.

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.

Seller’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.

The 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.

Prior to Completion the Seller undertakes to and covenants with the Purchaser what is set forth in Schedule 6.

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 1/12^th 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.

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.

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.

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.

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.

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.

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.

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.

The Company shall pay the Bonuses to the beneficiaries on or before September 30, 2010.

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.

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.

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).

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.

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.

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.

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.

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.

The 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.

No 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:

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

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.

Each 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.

This 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.

This 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.

Should 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.

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”.

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.

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.

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.

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 fide acquisition 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.

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.

 

 

 

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.

The Completion Accounts shall be prepared by the Seller in accordance with US GAAP, on a basis consistent with the Audited Financial Statements.

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.

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.

If the Notice states that the Purchaser agrees with the Draft Completion Accounts, then such accounts shall constitute the Completion Accounts.

If the Notice states that the Purchaser disagrees with the Draft Completion Accounts then:

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;

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;

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

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:

any disputed items that are agreed between the Seller and the Purchaser in writing;

the Expert’s determination made pursuant to Part 2 of this Schedule with respect to the disputed items; and

shall constitute the Completion Accounts.

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.

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.

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.

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.

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.

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).

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”).

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.

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.

“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.

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.

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).

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.

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.

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.

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.

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.

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).

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).

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.

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).

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.

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.

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.

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.

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):

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;

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;

result in the creation of any Lien on the assets of the Company or the Subsidiary or the Shares;

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;

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

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.

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.

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.

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.

The contributions on the Shares have been fully paid up and the Shares are not subject to any subsequent contribution obligation.

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.

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.

The information provided in Preamble C regarding the Subsidiary is correct.

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.

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,

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.

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.

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.

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.

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.

The 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.

There 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.

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.

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.

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.

Since December 31, 2009, there has not been any Material Adverse Effect.

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).

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.

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.

There are no special service contracts for Key Employees currently in force at the Company and the Subsidiary.

The overall obligation resulting from loans to Employees or Key Employees of the Company and the Subsidiary does not exceed EUR 50,000.

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).

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.

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.

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.

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).

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.

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).

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.

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).

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.

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.

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.

Schedule 12.1 contains a complete and accurate list of all Material Contracts.

To Seller’s Knowledge, the Material Contracts have been validly executed and are fully effective and enforceable in accordance with their terms.

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.

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.

No party to a Material Contract has notified the Company or the Subsidiary of its intention to terminate a Material Contract.

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.

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.

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.

“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:

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;

joint venture, partnership and similar contract involving a sharing of profits or expenses (including, without limitation, joint research and development and joint marketing contracts);

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;

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;

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;

all contracts providing in whole or in part for the use of, or limiting the use of, any Intellectual Property rights;

agreements which contain a material undertaking of the Company or the Subsidiary not to compete with third parties in any material region;

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

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.

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 largest customers. 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.

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.

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.

To Seller’s Knowledge, there are no threats of any revocation or restriction or subsequent orders relating to any such Permits.

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.

“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.

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.

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.

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.

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.

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).

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.

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.

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.

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).

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.

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.

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.

“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).

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”).

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.

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.

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.

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.

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.

The 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.

To 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.

Neither 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.

The 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.

Subject 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.

It 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.

“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.

The 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.

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.

If the Tax Warranty is incorrect, Schedule 2 Clause 1.2 applies correspondingly.

Indemnification Obligation

The 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.

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:

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

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

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

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

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

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.

Due Date for Tax Indemnification Payment

The 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.

Tax Indemnification Notice

In 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

state the object of the Tax assessment in reasonable detail; and

state the amount of the Indemnifiable Tax; and

state the Tax reductions (as defined in Clause 5of Schedule 4) which reduce the Tax Indemnification Payment; and

include copies of any notice or other document received from any Tax authority in respect of any such Tax liability.

Assistance

To 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.

Cooperation and Information

The 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.

Defense

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

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

keep the Vendor informed of the status of the defense at any time without undue delay; and

not acknowledge or settle any claims for Taxes without prior written consent of the Vendor (such consent not to be unreasonably withheld or delayed).

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.

Tax reductions shall include, without limitation, all benefits arising out of or in connection with

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

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

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).

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

The cash value of the Tax reductions shall be calculated by applying the following principles:

it is assumed that the total income tax burden of the Company and/or the Subsidiary will be 30%;

all Tax reductions will be determined abstractly (i.e., without taking into account the concrete tax situation of the Company and/or the Subsidiary);

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;

Tax reductions arising in periods ending before the notification pursuant to Clause4.1 of Schedule 4 shall not be discounted;

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.

Taxes for Tax periods beginning 1 January 2010 and ending after the Completion Date (“Straddle Period”) shall be allocated to the Parties as follows:

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”).

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.

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.

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.

If 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

the Tax refund does not result in additional or increased Taxes or other Tax disadvantages;

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.

Except as otherwise provided in this Schedule 4, the provisions under Schedule 2 Clause 2 shall not apply in the context of this Schedule 4.

No 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.

Vendor 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.

The 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.

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.

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.

Purchaser has complied in all material respects with its covenants in the Agreement.

eResearchTechnologies, Inc. will have executed a Guaranty in the form attached as Schedule 9.

The Purchaser will have executed a Transitional Trademark Sublicense Agreement.

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.

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.

Since December 31, 2009, there shall not have been a Material Adverse Effect.

Seller has complied in all material respects with its covenants in the Agreement.

CareFusion Corporation will have executed a Guaranty in the form attached as Schedule 9.

CareFusion Corporation will have executed the Confidentiality, Non-Competition and Non-Solicitation Agreement in the form attached as Schedule 5.11.

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.

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;

preserve the assets of the Business in reasonable good working condition;

keep the necessary Policies in place;

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;

maintain accounting procedures consistent with past practice;

not increase the capital of the Company and the Subsidiary, nor issue any shares nor grant any options thereto or similar rights; and

not change the terms and conditions of the employment of the employees, including Key Employees.

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.

The Purchaser shall pay the Completion Payment to the Seller.

The Company and the Seller shall enter into a Transition Services Agreement (“TSA”) substantially in the form attached as Schedule 7.3

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).

The Company and the Seller shall enter into two software license agreements substantially in the form attached as Schedule 7.5.

The Company and the Seller shall enter into quality assurance agreements substantially in the form attached as Schedule 7.6.

The Seller shall deliver to the Purchaser:

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.

The Seller shall cause its Affiliates to execute and deliver the US Transfer Documents, as applicable.

The Seller shall cause its Affiliates to execute and deliver the trademark and copyright assignment and transfer agreement attached hereto as Schedule 11, as applicable.

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.