Exhibit 3.34
LIMITED PARTNERSHIP AGREEMENT
OF
INNOVEX NEVADA LIMITED PARTNERSHIP
AS OF JUNE 8, 2001
LIMITED PARTNERSHIP AGREEMENT
OF
INNOVEX NEVADA LIMITED PARTNERSHIP
THIS AGREEMENT made as of June 8, 2001 between QUINTILES PACIFIC, INC., a North
Carolina corporation, as the general partner (the "GENERAL PARTNER") and INNOVEX
(NORTH AMERICA) INC., as a limited partner (and together with any other persons
who become limited partners of the Partnership as provided herein, collectively,
the "LIMITED PARTNERS", and individually, a "LIMITED PARTNER"; and the Limited
Partners together with the General Partner, the "PARTNERS").
WHEREAS, the Partners desire to form a limited partnership
pursuant to the Revised Nevada Uniform Limited Partnership Act (the "ACT").
WHEREAS, the Partners intend, and the Partnership shall make
an election under Treas. Reg. Section 301.7701-3(c) to be treated as an
association taxable as a corporation for purposes of federal and state income
taxes (by filing an Internal Revenue Service Form 8832 with the proper Internal
Revenue Service Center).
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the undersigned hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1 Capitalized terms used herein and not otherwise defined shall
have the meanings set forth below:
(a) "AFFILIATE" shall mean with respect to any Partner,
any Person that directly, or indirectly, through one or more intermediaries,
controls, or is controlled by, or is under common control with, such Partner.
(b) "CAPITAL CONTRIBUTION" means, with respect to any
Partner, the amount of money and the initial Gross Asset Value of any property
(other than money) contributed to the Partnership with respect to the Interest
held by such Partner.
(c) "CERTIFICATE" means the Certificate of Limited
Partnership relating to the Partnership filed in the office of the Secretary of
State of the State of Nevada as amended from time to time in accordance with the
terms hereof and the Act.
(d) "CODE" means the Internal Revenue Code of 1986, as
amended from time to time (and any corresponding provisions of succeeding law).
(e) "DEPRECIATION" means, for each Fiscal Year, an amount
equal to the depreciation, amortization, or other cost recovery deduction
allowable with respect to an asset for such Fiscal Year.
(f) "FISCAL YEAR" is defined in Section 6.1.
(g) "GOVERNMENTAL OR REGULATORY BODY" means any court,
tribunal, arbitrator or any government or political subdivision thereof, whether
federal, state, county, local or foreign, or any agency, authority, official or
instrumentality of any such government or political subdivision.
(h) "GROSS ASSET VALUE" means as follows:
(i) The Initial Gross Asset Value of any asset
contributed by a Partner to the Partnership shall be the gross fair market value
of such asset, as determined by the contributing Partner and the General
Partner, provided that the initial Gross Asset Values of the assets contributed
to the Partnership pursuant to Section 3.1 hereof shall be as set forth in
Schedule 3.1, and provided further that, if the contributing Partner is a
General Partner, the determination of the fair market value of any other
contributed asset shall require the consent of all of the Limited Partners; and
(ii) The Gross Asset Values of all Partnership
assets shall be adjusted to equal their respective gross fair market values, as
determined by the General Partner, as of the following times: (a) the
acquisition of an additional Interest by any new or existing Partner in exchange
for more than a de minimis Capital Contribution; (b) the distribution by the
Partnership to a Partner of more than a de minimis amount of assets as
consideration for a Partnership Interest; and (c) the liquidation of the
Partnership; provided, however, that adjustments pursuant to clauses (a) and (b)
above shall be made only if the General Partner reasonably determines that such
adjustments are necessary or appropriate to reflect the relative economic
interests of the Partners in the Partnership; and
(iii) The Gross Asset Value of any Partnership
asset distributed to any Partner shall be adjusted to equal the gross fair
market value of such asset on the date of distribution as determined by the
distributee and the General Partner, provided that, if the distributee is a
General Partner, the determination of the fair market value of the distributed
asset shall require the consent of all of the Limited Partners;
If the Gross Asset Value of an asset has been determined or adjusted pursuant to
Section 1.1(h)(i) or Section 1.1(h)(ii) such Gross Asset Value shall be adjusted
by the Depreciation taken into account with respect to such assets for purposes
of computing Profits and Losses.
(i) "INTEREST" when used in reference to an interest in
the Partnership means the entire ownership interest of a Partner in the
Partnership at any particular time.
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(j) "LAW" means any law, statute, rule, regulation,
ordinance and other pronouncement having the effect of law of any Governmental
or Regulatory Body.
(k) "NET CASH FLOW" shall mean all cash, revenues and
funds received by the Partnership from Partnership operations, less the sum of
the following to the extent paid or set aside by the Partnership: (i) all
principal and interest payments on indebtedness of the Partnership and all other
sums paid to lenders; (ii) all cash expenditures incurred in the normal
operation of the Partnership's business; and (iii) Reserves. Net Cash Flow shall
not be reduced by non-cash charges, including depreciation and amortization, if
any.
(l) "ORGANIZATION EXPENSES" means the reasonable
out-of-pocket expenses incurred by the General Partner in connection with the
organization of the Partnership (including, without limitation, fees and
disbursements of attorneys and other professionals and other fees and expenses).
(m) "PARTNERSHIP" means Innovex Nevada Limited
Partnership, a Nevada limited partnership.
(n) "PROFITS" and "LOSSES" respectively, shall
mean, for each fiscal year or other period, an amount equal to the Partnership's
income or loss for such fiscal year or other period, determined in accordance
with its method of accounting under Section 6.1 of this Agreement. In the event
the Gross Asset Value of any Partnership asset is adjusted pursuant to Section
1.1(h)(ii), the amount of such adjustment shall be taken into account as gain or
loss from the disposition of such asset for purposes of computing Profits or
Losses.
(o) "PERSON" shall mean and include an individual, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization, and a government or other department or agency thereof.
(p) "REGULATIONS" means the Income Tax Regulations,
including Temporary Regulations, promulgated under the Code, as such regulations
may be amended from time to (including corresponding provisions of succeeding
regulations).
(q) "RESERVES" shall mean funds set aside or amounts
allocated to reserves which are maintained in amounts deemed sufficient by the
General Partner for working capital and to pay taxes, insurance, debt service or
other costs or expenses incident to the ownership or operation of the
Partnership's business.
(s) "TAX" and "TAXES" means all taxes or other
assessments imposed by any Governmental or Regulatory Body, including income,
excise, property, sales, use, ad valorem; and franchise taxes.
(t) "TAX RETURN" means any return, report, information
return, or other document (including any related or supporting information)
filed or required to be filed with any
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Governmental or Regulatory Body in connection with the determination, assessment
or collection of any Tax or the administration of any laws, regulations or
administrative requirements relating to any Tax.
ARTICLE II
NAME, PURPOSES AND POWERS AND PLACE OF BUSINESS
2.1 Name. The name of the Partnership is Innovex Nevada Limited
Partnership. Subject to all applicable laws, the business of the Partnership
may, however, be conducted under any other name or names agreed upon by the
Partners. The Partnership's name shall be registered or filed in each state in
which registration or filing is required.
2.2 Purposes and Powers. (a) The general nature of the business of
the Partnership shall be to act as a holding company (but not as defined under
the Investment Company Act of 1940) and to engage in such other activities as
the Partners may from time to time determine.
(b) Subject to Section 7.4, the Partnership may execute,
deliver and perform all contracts and undertakings and engage in any and all
activities and transactions as may in the sole determination of the General
Partner be necessary or advisable to carry out the foregoing objects and
purposes, including but not limited to: borrowing money for the purposes of the
Partnership from any source; pledging or mortgaging all or any part of the
purposes of the Partnership; acquiring insurance and taking all other actions
necessary or appropriate to protect the Partnership, the Partners and the
Partnership's properties; selling, exchanging or otherwise disposing of any of
the assets of the Partnership for cash, stock, securities or any combination
thereof upon such terms and conditions as the Partners may from time to time
determine; entering into contractual relationships with third parties, including
clients and vendors; and employing such agents, managers, and employees as may
be necessary to carry out the purposes of the Partnership.
2.3 Registered Office and Agent; Place of Businesses. The location
of the principal place of business of the Partnership will be c/o Office
Manager, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇ or such other location as may
be determined by the General Partner. The Partnership may have additional places
of business at such locations as the General Partner may from time to time
determine. The "resident" agent in Nevada for service of process on the
Partnership in the State of Nevada at such registered office is the ▇▇▇▇▇▇▇
Corporate Services, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. Such resident
agent may be changed as the General Partner may from time to time designate by
notice to the Limited Partners.
2.4 Power of Attorney; Compliance with Act
A. The Limited Partners hereby irrevocably constitute
and appoint the General Partner, with full power of Substitution and
resubstitution, as the Limited Partners' true
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and lawful attorney-in-fact with full power and authority to act in the Limited
Partners' name, place and stead to:
(1) make, execute, swear to, seal, acknowledge,
deliver, file and record in the appropriate public offices (a)
all certificates, documents and other instruments (including,
without limitation, this Agreement and the Certificate and all
amendments or restatements thereof) that the General Partner
deems appropriate or necessary to form, qualify or continue
the existence or qualification of the Partnership as a limited
partnership (or a partnership in which the limited partners
have limited liability to the extent provided by applicable
law) in the States of Nevada and New Jersey and in all other
jurisdictions in which the Partnership may or plans to conduct
business or own property; (b) all instruments that the General
Partner deems appropriate or necessary to reflect any
amendment, change, modification or restatement of this
Agreement in accordance with its terms; (c) all conveyances
and other instruments or documents that the General Partner
deems appropriate or necessary to reflect the dissolution and
liquidation of the Partnership pursuant to the terms of this
Agreement, including without limitation, a certificate of
cancellation; (d) all instruments relating to the admission,
withdrawal, removal or substitution of any Partner pursuant to
the terms hereof or the Capital Contribution of any Partner;
(e) any agreements, waivers or other instruments required by
any state or local tax authority to enable the Partnership to
file combined, consolidated or similar state or local income
tax Returns and/or to pay state and local taxes on behalf of
the Partnership or all of the Partners; and (f) all documents
and other instruments relating to the determination of the
rights, preferences and privileges of Partnership Interests;
and
(2) execute, swear to, seal, acknowledge and
file all ballots, consents, approvals, waivers, certificates
and other instruments appropriate or necessary, in the sole
and absolute discretion of the General Partner, to make,
evidence, give, confirm or ratify any vote, consent, approval,
agreement or other action which is made or given by the
Partners hereunder or is consistent with the terms of this
Agreement or appropriate or necessary, in the sole and
absolute discretion of the General Partner, to effectuate the
terms or intent of this Agreement.
B. Nothing contained herein shall be construed as
authorizing the General Partner to amend this Agreement except as may be
otherwise expressly provided for in this Agreement.
C. The foregoing power of attorney is irrevocable and
coupled with an interest, in recognition of the fact that each of the Partners
will be relying upon the power of the General Partner to act as contemplated by
this Agreement in any filing or other action by it as contemplated herein, and
it shall survive and not be affected by the subsequent incapacity of any Limited
Partner or assignee and the transfer of all or any portion of such Limited
Partner's or assignee's Partnership Interest and shall extend to such Limited
Partner's or assignee's heirs,
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successors, assigns and personal representatives. Each such Limited Partner or
assignee hereby waives any and all defenses which may be available to contest,
negate or disaffirm the action of the General Partner, taken in good faith under
such power of attorney. Each Limited Partner or Assignee shall execute and
deliver to the General Partner, within 15 days after receipt of the General
Partner's request therefore, such further designation, powers of attorney and
other instruments as the General Partner, as the case may be, reasonably deems
necessary to effectuate this power of attorney.
2.5 Term. The Term of the Partnership commenced on June 8, 2001,
the date the Certificate was filed with the Secretary of State of the State of
Nevada in accordance with the Act, and shall continue until the Partnership is
dissolved and terminated pursuant to the provisions of Article IX or as
otherwise provided by law.
ARTICLE III
CAPITAL CONTRIBUTIONS
3.1 Limited Partner's Capital Contribution. Each of the Limited
Partners shall make a capital contribution to the capital of the Partnership of
such assets or amounts more particularly set forth on Schedule 3.1 attached
hereto.
3.2 General Partner's Capital Contribution. The General Partner
shall make a capital contribution to the capital of the Partnership of such
property or amount of cash as more particularly set forth on Schedule 3.2
attached hereto.
3.3 Additional Capital Contributions. If the Partners shall
determine that additional capital contributions are required to carry out the
purposes of the Partnership, the Partners shall make such additional capital
contributions in proportion to the Partners' respective Interests.
3.4 Interest on Capital Contributions. No Partner shall be
entitled to interest on or with respect to any Capital Contribution and Capital
Account.
3.5 Withdrawal and Return of Capital Contribution. No Partner
shall be entitled to withdraw any part of such Partner's Capital Contribution or
to receive any distributions from the Partnership, except as provided in this
Agreement.
3.6 Capital Accounts. The Partnership shall establish and maintain
in the books of the Partnership a "Capital Account" for each Partner, as
follows:
(i) To each Partner's Capital Account there shall be
credited such Partner's Capital Contributions, such Partner's distributive share
of Profits, and the amount of any Partnership liabilities assumed by such
Partner or which are secured by any asset distributed to such Partner.
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(ii) To each Partner's Capital Account there shall be
debited the amount of cash and the Gross Asset Value of any asset distributed to
such Partner pursuant to any provision of this Agreement, such Partner's
distributive share of Losses and the amount of any liabilities of such Partner
assumed by the Partnership or which are secured by any asset contributed by such
Partner to the Partnership;
(iii) In the event all or a portion of a Partnership
Interest is transferred in accordance with the terms of this Agreement, the
transferee shall succeed to the Capital Account of the transferor to the extent
it relates to the transferred Interest;
(iv) In determining the amount of any liability for
purposes hereof there shall be taken into account under provisions similar to
Code 752 and any other applicable provisions of the Code and Regulations.
ARTICLE IV
ALLOCATION OF INCOME AND LOSSES
4.1 Profits and Losses. Profits and Losses of the Partnership
shall be allocated to the Partners in accordance with their Interests.
4.2 Other Allocation Rules. For purposes of determining the
Profits, Losses, or any other items allocable to any period, Profits, Losses,
and any such other items shall be determined on a daily, monthly, or other
basis, as determined by the General Partner using any permissible method under
Code Section 706 and the Regulations thereunder.
ARTICLE V
DISTRIBUTIONS
5.1 General. Distributions of Partnership assets shall be made
only in accordance with this Article V and Article IX, and no distribution shall
be made in violation of the Act. Reimbursements received by the General Partner
or its Affiliates pursuant to Section 7.9 are not, and shall not be deemed to
be, distributions pursuant to this Article V or Article IX.
5.2 Net Cash Flow. Except as otherwise provided in Article IX
hereof, Net Cash Flow, if any, shall be distributed to the Partners at such
times and in such aggregate amounts as shall be determined by the General
Partner after consultation with the other Partners, in accordance with the
Partners' respective Interests at the time of such distribution.
5.3 Distributions Upon Final Liquidation. Upon a final liquidation
of the Partnership in accordance with Article IX, all of the Partnership's
assets shall be distributed as set forth in Section 9.2.
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5.4 Amounts Withheld. All amounts withheld pursuant to the Code or
any provision of any state or local tax law with respect to any payment or
distribution to the Partners shall be treated as amounts distributed to the
Partners pursuant to this Article V for all purposes under this Agreement. The
General Partner is authorized to withhold from distributions, or with respect to
allocations, to the Partners and to pay over to any federal, state or local
government any amounts required to be so withheld pursuant to the Code or any
provisions of any other federal, state, or local law, and shall allocate any
such amounts to the Partners with respect to which such amount was withheld.
5.5 Distributions in Kind. No right is given to any Partner to
demand and receive assets other than cash.
ARTICLE VI
ACCRUAL ACCOUNTING BASIS
6.1 Accrual Basis; Fiscal Year. The Partnership shall use an
accrual basis method of accounting in conformity with Generally Accepted
Accounting Principles, consistently applied, and a calendar year ("CALENDAR
YEAR") for financial reporting and tax purposes.
ARTICLE VII
MANAGEMENT
7.1 General Partner. The General Partner shall be responsible for
the management of the Partnership. The Limited Partners shall not take part in
the management or control of the Partnership business and shall have no right or
authority to act for the Partnership.
7.2 Powers of General Partner. The General Partner shall have
exclusive management and control of the business and affairs of the Partnership,
and subject to Section 7.4 below, shall have the power and authority to do all
things necessary or proper to carry out the purposes of the Partnership,
including, but not limited to designating certain officers to carry out the
foregoing. The General Partner will implement policies and procedures for the
operation of the business of the Partnership. The General Partner may change
such policies and procedures in its sole discretion at any time.
7.3 Retention or Employment of Other Persons. The General Partner
may, at the expense of the Partnership, retain or employ such Persons as it
deems advisable for the operation and management of the Partnership or the
satisfaction of its obligations set forth in Section 7.2; including without
limitation, the hiring of the employees and officers of the General Partner as
employees and officers of the Partnership. Any such employees and officers shall
have full access and use of any and all facilities, equipment and/or personnel
of the Partnership in order to fulfill his/her employment obligations as
determined by the General Partner, as same may be amended from time to time.
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7.4 Limitations Upon the Authority of the General Partner.
(a) In addition to other acts expressly prohibited or restricted
by this Agreement or by law the General Partner is expressly prohibited from the
following without the consent of all of the Partners:
(i) Doing any act in contravention of this Agreement;
(ii) Admitting a person as a Limited Partner or General
Partner except as provided in this Agreement;
(iii) Possessing or in any manner dealing with the property
of the Partnership or assigning the rights of the Partnership in any Partnership
property for other than Partnership purposes;
(iv) Confessing judgment against the Partnership;
(v) Requiring any Partner to make any contribution to the
capital of the Partnership not provided for herein;
(vi) Dissolving and terminating the Partnership; or
(vii) Incurring indebtedness by the Partnership other than
in the ordinary course of its business.
(b) In addition to other acts expressly prohibited or restricted
by this Agreement or by law the General Partner is expressly prohibited from
selling, exchanging, leasing, mortgaging, pledging or otherwise transferring all
or substantially all of the assets of the Partnership without the consent of the
Partners other than in the ordinary course of its business.
7.5 Other Activities of General Partners. The General Partner
shall not be required to devote full time to the management of the Partnership,
but shall devote such time, effort and skill as may be reasonably required to
implement the Partnership's purposes; but nothing contained herein shall
preclude the employment pursuant to Section 7.2 of any agent or other third
party for the operation and management of all or any portion of the Partnership.
7.6 Other Investments by Partners. No Partner shall be prohibited
from owning, operating or investing in, either directly or indirectly, other
businesses of any nature or description, independently or with others, whether
or not in competition with the Partnership, and the other Partners shall not
have any rights by virtue of this Agreement in respect of such other businesses
or the income or profits derived therefrom.
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7.7 Consent or Approval Deemed Granted. At any time that the
General Partner is required by law or by this Agreement, to obtain any consent
or approval of any Limited Partner, if the General Partner sends a request for
such consent or approval to the Limited Partners by first class mail or by
messenger to such address as such Limited Partner shall have notified the
General Partner, and thirty days have elapsed since the mailing or delivery by
messenger of such request, and the General Partner has not received a response
to such request, then such Limited Partner shall be deemed to have granted such
requested consent or approval.
7.8 Certificate of Limited Partnership. The General Partner shall
file amendments to the Certificate and do all the things to maintain the
Partnership as a limited partnership (or a partnership in which the limited
partners have limited liability) under the Laws of the State of Nevada and each
other state or jurisdiction, in which the Partnership may elect to do business
or own property. The General Partner shall cause to be filed such other
certificates or documents as may be reasonable and necessary or appropriate for
the formation, continuation, qualification or operation of a limited partnership
(or a partnership in which the limited partners have limited liability to the
extent provided by applicable Law) in the State of Nevada and any other state or
jurisdiction, in which the partnership may elect to do business or own property.
7.9 Reimbursement of the General Partner
A. Except as provided in this Section 7.10 and elsewhere
in this Agreement (including the provisions of Articles IV, V and IX regarding
distributions, payments, and allocations to which it may be entitled), the
General Partner shall not be compensated for its services as general partner of
the Partnership.
B. The General Partner shall be reimbursed on a monthly
basis, or such other basis as the General Partner may reasonably determine, for
all expenses it incurs relating to the ownership and operation of, or for the
benefit of, the Partnership (including, without limitation, (i) expenses
relating to the ownership of interests in and operation of the Partnership and
management and administration of any subsidiaries of the Partnership such as
audit expenses and filing fees, (ii) compensation of the General Partner's
officers and employees, and (iii) director fees and expenses; provided that the
amount of such reimbursement shall be reduced by any interest earned by the
General Partner with respect to bank accounts or other instruments or accounts
held by it on behalf of the Partnership. The General Partner shall determine in
good faith the amount of expenses incurred by it, as the case may be, related to
the ownership and operation of, or for the benefit of, the Partnership. In the
event that certain expenses are incurred for the benefit of the Partnership and
other entities (including the General Partner) such expenses will be allocated
to the Partnership and such other entity in such manner as the General Partner
determines to be fair and reasonable. The Limited Partners acknowledge that all
such expenses of the General Partner are deemed to be incurred for the benefit
of the Partnership. Such reimbursements shall be in addition to any
reimbursement to the General Partner as a result of indemnification pursuant to
Section 7.11 hereof, except to the extent such reimbursements have already been
received.
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7.10 Indemnification
The Partnership shall indemnify and hold each Partner harmless for and
from all assessments, costs, damages, expenses, fines, judgments, liabilities,
losses, penalties, and reasonable attorney's and paralegal's fees and
disbursements that the Partner may incur as a result of the Partner's status as
a Partner or in the course of the performance of the Partner's rights and
obligations under this Agreement, including without limitation, the General
Partner's rights and obligations as the General Partner; provided, however, a
Partner shall not be indemnified by the Partnership for any of the foregoing
resulting from the Partner's fraud, gross negligence, willful misconduct, or
intentional breach of any provision of this Agreement. Any indemnification
pursuant to this Section 7.10 shall be made only out of the assets of the
Partnership, and neither the General Partner nor any Limited Partner shall have
any obligation to contribute to the capital of the Partnership or otherwise
provide funds to enable the Partnership to fund its obligations under this
Section 7.10. The Partnership shall have the power, but not the obligation, at
the sole discretion of the General Partner, to indemnify any individual who is
or was an employee, officer, director or agent of either the Partnership or any
Partner to the same extent as if such individual was a Partner.
7.11 Liability of the General Partner
A. Notwithstanding anything to the contrary set forth in
this Agreement, the General Partner shall not be liable for monetary damages to
the Partnership, any Partners or any assignees for any losses, claims, damages,
liabilities, expenses, judgments, fines, settlements or other amounts incurred
due to acts or omissions of the General Partner, except if such losses, claims,
damages, liabilities, expenses, judgments, fines, settlements or other amounts
arose out of or resulted from gross negligence, fraud, intentional misconduct or
a knowing violation of Law by the General Partner when it had reasonable cause
to believe such action giving rise to the violation was unlawful.
B. Subject to its general powers and authorizations as
the General Partner set forth in this Article VII, the General Partner may
exercise any of the powers granted to it by this Agreement and perform any of
the duties imposed upon it hereunder either directly or by or through its
agents. The General Partner shall not be responsible for any willful misconduct
or gross negligence on the part of any such agent appointed or engaged by it in
good faith.
C. Any amendment, modification or repeal of this Section
7.11 or any provision hereof shall be prospective only and shall not in any way
affect the limitations on the General Partner's liability to the Partnership and
the Limited Partners under this Section 7.11 as in effect immediately prior to
such amendment, modification or repeal with respect to claims arising from or
relating to acts or events occurring, in whole or in part, prior to such
amendment, modification or repeal, regardless of when such claims may arise or
be asserted.
7.12 Reorganization of Partnership. The General Partner shall have
the power and authority to change or reorganize the Partnership into any other
legal form, but only with the consent of the Limited Partners.
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ARTICLE VIII
TRANSFERS OF INTEREST BY THE PARTNERS
8.1 Assignment of Limited Partner's Interest. A Limited Partner's
Interest shall not be sold, transferred, assigned, pledged or otherwise disposed
of, in whole or in part, without the prior written consent of all of the
Partners to such transfer; provided, however, that consent of the Partners shall
not be required for a transfer by a Partner to either an Affiliate of such
Partner or to another Partner.
8.2 Transfer of General Partner's General Partner Interest.
(a) The General Partner may, with the consent of a
majority of the interests of the Limited Partners, (i) transfer all or part of
its General Partner Interest and (ii) withdraw as General Partner, including
pursuant to a merger, consolidation or other combination of the Partnership with
another entity now or hereafter permitted under the Act.
(b) A transferee of a General Partnership Interest is
admitted as a General Partner only if the admission as a General Partner is
approved by the written consent of two- thirds (2/3) in interest of the
Interests held by the Limited Partners, which the Limited Partners may give or
withhold in their exclusive discretion.
(c) A transferee who acquires any interest from a General
Partner, but who is not admitted as a General Partner, has no authority to act
for or bind the Partnership, or otherwise to be treated as a General Partner.
Such transferee in this situation is a Limited Partner.
ARTICLE IX
DISSOLUTION OF THE PARTNERSHIP
9.1 Events of Dissolution. The Partnership may be dissolved upon
the happening of the first to occur of the following events:
(a) by the unanimous written consent of all of the
Partners; or
(b) with respect to the last remaining General Partner,
the resignation, withdrawal, bankruptcy, death, dissolution, incompetency, or
removal as provided by law, of such General Partner, unless within ninety (90)
days from the occurrence of any event described above the remaining Partners
elect in writing to continue the business of the Partnership, and select in
writing and admit a new General Partner (the admission of a new General Partner
shall be effective on the date an amendment to the Certificate of Limited
Partnership is filed under the Act).
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9.2 Distribution of Assets Upon Dissolution. Upon dissolution of
the Partnership, the General Partner shall proceed to wind up the affairs of the
Partnership, liquidate the remaining assets of the Partnership and terminate the
Partnership. The proceeds of such liquidation shall be applied in the following
order of priority:
(1) First, to the expenses of such liquidation;
(2) Second, to the debts and liabilities of the
Partnership, if any, in the order of priority provided by law;
(3) Third, a reasonable reserve shall be set up to
provide for any contingent or unforeseen liabilities or obligations of the
Partnership to third parties (to be held and disbursed, at the discretion of the
General Partner, by an escrow agent selected by it); provided that at the
expiration of such period of time as the General Partner may deem advisable, the
balance of such reserves remaining after the payment of such contingencies or
liabilities shall be distributed as hereinafter provided; and
(4) Finally, among the Partners in accordance with the
positive balances in their Capital Accounts.
9.3 Form of Payments Upon Dissolution. All payments pursuant to
Section 9.2 shall be made in cash unless the General Partner shall determine
that any such payment shall be made in kind, or partly in cash and partly in
kind.
9.4 Termination of Partnership and Cancellation of Certificate of
Limited Partnership. Upon the completion of the liquidation of the Partnership
and the distribution of all cash and property as provided in Section 9.2 hereof,
the Partnership shall be terminated, a certificate of cancellation shall be
filed, and all qualifications of the Partnership as a foreign limited
partnership in any jurisdiction other than the State of Nevada shall be canceled
and such other actions as may be necessary to terminate the Partnership shall be
taken.
ARTICLE X
BOOKS AND RECORDS; FINANCIAL STATEMENTS AND REPORTS
10.1 Books and Records; Inspection. The General Partner shall keep
the books of account of the Partnership in accordance with generally accepted
accounting practices, taking into account that the Partnership shall use an
accrual basis method of accounting. Each Partner shall have full right and power
to examine such books of accounts and all other records and accounts of the
Partnership at the principal office of the Partnership during regular business
hours and on reasonable notice.
10.2 Tax Information for Partners. The Partnership shall provide to
each Partner information that is relevant to reporting any dividend or interest
income or any other item of
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income, loss, deduction or credit. The information shall enable each Partner to
prepare its federal, state and local income tax returns. This information shall
be furnished to the Partners as promptly as practicable.
10.3 Bank Accounts. All funds of the Partnership shall be deposited
in its name in an account or accounts maintained with such bank(s) as is (are)
determined by the General Partner. The funds of the Partnership shall not be
commingled with the funds of any other Person. Checks shall be drawn upon the
Partnership account or accounts only for the purposes of the Partnership and
shall be signed by the General Partner or such Person or Persons as are
authorized by the General Partner.
ARTICLE XI
BINDING, EFFECT, AMENDMENTS, CONSENTS AND NOTICES
11.1 Successors and Assigns. Except as otherwise specifically
herein provided, this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the respective parties hereto.
11.2 Amendment. This Agreement may only be amended with the written
consent of all of the Partners.
11.3 Consents and Waivers. No consent to a change in, or waiver of
any breach of, any of the terms of this Agreement shall be effective unless such
consent or waiver is in writing and signed by the Partner against which such
consent or waiver is claimed. No consent or waiver shall be deemed a consent or
waiver with respect to any term or breach other than that as to which it has
been specifically given.
11.4 Notice. Unless otherwise provided herein, any notice, request,
instruction or other document to be given hereunder by any party to any other
party shall be in writing and shall be deemed to have been given (a) upon
personal delivery, if delivered by hand, (b) three days after the date of
deposit, in the mails, or (c) the next business day if sent by facsimile
transmission or by an overnight courier service, and in each case of mailing,
postage prepaid and at the principal corporate office of the party or such other
address as such party may have fixed by notice to the other parties.
ARTICLE XII
MISCELLANEOUS
12.1 Sole Agreement. This Agreement supersedes all prior agreements
and understandings among the Partners with respect to the subject matter hereof.
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12.2 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
12.3 Third Party Claims. No Person other than a Partner shall have
any legal or equitable right, remedy or claim under or in respect of this
Agreement.
12.4 Partition. The Partners hereby waive all rights to bring an
action for partition of Partnership property or any like remedy which would
result in the enforced sale of such property.
12.5 Severability. If any provision of this Agreement shall be held
to be invalid, illegal or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
12.6 Further Assurances. Each Partner shall execute such deeds,
assignments, endorsements, evidences of transfer and other instruments and
documents and shall give such further assurances as shall be necessary to
perform its obligations hereunder.
12.7 Governing Law. This Agreement, and the rights of the Partners
hereunder, shall be governed by and construed in accordance with the laws of the
State of Nevada.
12.8 Headings. The headings of this Agreement are for purposes or
references only and shall in no way affect any of the terms or provisions
hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
QUINTILES PACIFIC, INC.
as the General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
INNOVEX (NORTH AMERICA) INC.
as a Limited Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
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SCHEDULE 3.1
Limited Partner's Capital Contribution
Innovex, Inc. will transfer $9,900 cash in exchange for a 99% limited
partnership interest in Innovex Nevada Limited Partnership
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SCHEDULE 3.2
General Partner's Capital Contribution
Quintiles Pacific, Inc. will transfer $100 cash in exchange for a 1% general
partnership interest in Innovex Nevada Limited Partnership
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