0001089473-04-000055 Sample Contracts

Contract
Asset Purchase Agreement • October 19th, 2004 • Ventiv Health Inc • Services-management consulting services • New York

ASSET PURCHASE AGREEMENT, dated as of September 21, 2004 (this "Agreement"), by and among Smith Hanley Holding Corp., a Connecticut corporation ("SHHC"); the subsidiaries of SHHC listed on the signature pages hereto (SHHC and each such subsidiary being referred to herein individually as a "Seller" and collectively as "Sellers" or the "Company"); Ventiv Health, Inc., a Delaware corporation ("Parent"); and Smith Hanley Holding Corporation, a Delaware corporation ("Purchaser Representative"), Smith Hanley Consulting Group LLC, a Delaware limited liability company, MedFocus LLC, a Delaware limited liability company, Smith Hanley Associates LLC, a Delaware limited liability company, and Anova Clinical Resources LLC, a Delaware limited liability company (each, including Purchaser Representative, a "Purchaser" and collectively, the "Purchasers").

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