Indemnity Agreement - UM Holdings Ltd. and Premier Research Worldwide Ltd.
INDEMNITY AGREEMENT
Agreement, dated as of December 1, 1996, between UM HOLDINGS, LTD., a
Delaware corporation ("UM"), and PREMIER RESEARCH WORLDWIDE, LTD., a Delaware
corporation ("Premier Research").
WHEREAS, UM files a consolidated federal income tax return for an
affiliated group (the "Group") consisting of itself and each of its subsidiaries
80% or more of whose outstanding capital stock is directly or indirectly owned
by it;
WHEREAS, for years to and including the year ended December 31, 1995,
UM owned more than 80% of the outstanding capital stock of Premier Research, and
accordingly for all such years filed consolidated federal income tax returns
which included Premier Research (herein, the "Consolidated Returns");
WHEREAS, the parties desire to set forth herein the respective
responsibilities of UM and Premier Research in the event of a subsequent
adjustment to the Consolidated Returns;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. UM hereby agrees to indemnify and hold harmless Premier Research
from and against all loss, cost, liability, damages and expenses (including
reasonable attorney's fees) resulting from or relating to any adjustment or
proposed adjustment after the date hereof to the Consolidated Returns (whether
by audit or otherwise), to the extent pertaining to the income, expense, gain,
loss, credit or any other tax item of any member of the Group other than Premier
Research and its subsidiaries.
2. Premier Research hereby agrees to indemnify and hold harmless UM
from and against all loss, cost, liability, damages and expenses (including
reasonable attorney's fees) resulting from or relating to any adjustment or
proposed adjustment after the date hereof to the Consolidated Returns (whether
by audit or otherwise), to the extent pertaining to the income, expense, gain,
loss, credit or any other tax item of Premier Research or any of its
subsidiaries.
3. This Agreement shall be binding upon and inure to the benefit of
Premier Research and UM and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
UM HOLDINGS, LTD.
By: s/s Arthur W. Hicks, Jr.
___________________________
PREMIER RESEARCH WORLDWIDE, LTD.
By: s/s Fred M. Powell
___________________________