EXHIBIT 99.05
QUINTILES TRANSNATIONAL CORP.
PURSUANT TO THE EXCHANGE OFFER IN RESPECT OF
10% SENIOR SUBORDINATED NOTES DUE 2013,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
FOR ANY AND ALL OUTSTANDING
10% SENIOR SUBORDINATED NOTES DUE 2013,
WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
To Our Clients:
We are enclosing herewith a Prospectus dated , 2004 (the
"Prospectus") of Quintiles Transnational Corp. ("Quintiles") and the related
Letter of Transmittal (which together constitute the "Exchange Offer") relating
to the offer by Quintiles to exchange $450,000,000 aggregate principal amount of
10% Senior Subordinated Notes due 2013 which have been registered under the
Securities Act of 1933, as amended (the "Securities Act") (the "exchange
notes"), for the outstanding unregistered $450,000,000 aggregate principal
amount of 10% Senior Subordinated Notes due 2013 (the "private notes") issued on
September 25, 2003, upon the terms and subject to the conditions set forth in
the Exchange Offer.
PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , 2004 UNLESS EXTENDED BY QUINTILES IN ITS SOLE DISCRETION.
The Exchange Offer is not conditioned upon any minimum number of
private notes being tendered.
We are the holder of record of private notes held by us for your
account. A tender of such private notes can be made only by us as the record
holder and pursuant to your instructions. The Letter of Transmittal is furnished
to you for your information only and cannot be used by you to tender private
notes held by us for your account.
We request instructions as to whether you wish to tender any or all of
the private notes held by us for your account pursuant to the terms and
conditions of the Exchange Offer. We also request that you confirm that we may
make the representations contained in the Letter of Transmittal on your behalf.
Pursuant to the Letter of Transmittal, each holder of private notes (a
"Holder") will represent to Quintiles that:
- the exchange notes acquired pursuant to the Exchange Offer are
being acquired in the ordinary course of business of the
person receiving the exchange notes, whether or not the person
is the Holder;
- neither the Holder nor any other recipient of the exchange
notes (if different than the Holder) is engaged in, intends to
engage in, or has any arrangement or understanding with any
person to participate in, the distribution of the private
notes or exchange notes;
- neither the Holder nor any other recipient is an "affiliate"
of Quintiles within the meaning of Rule 405 promulgated under
the Securities Act or, if the Holder or such recipient is an
affiliate, that the Holder or such recipient will comply with
the registration and prospectus delivery requirements of the
Securities Act to the extent applicable;
- if the signatory is a broker-dealer, it has not entered into
any arrangement or understanding with Quintiles or any
"affiliate" of Quintiles within the meaning of Rule 405
promulgated under the Securities Act to distribute the
exchange notes;
- if the signatory is a broker-dealer, the signatory further
represents and warrants that if it will receive exchange notes
for its own account in exchange for private notes that were
acquired as a result of market-making activities or other
trading activities, the signatory will deliver a prospectus
meeting the
requirements of the Securities Act (for which purposes, the
delivery of the Prospectus, as the same may be hereafter
supplemented or amended, shall be sufficient) in connection
with any resale of exchange notes received in the Exchange
Offer; and
- the Holder is not acting on behalf of any person or entity
that could not truthfully make these representations.
By acknowledging that you will deliver and by delivering a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such exchange notes, you will not be deemed to admit that you are an
"underwriter" within the meaning of the Securities Act.
Very truly yours,
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QUINTILES TRANSNATIONAL CORP.
INSTRUCTION TO REGISTERED HOLDER FROM BENEFICIAL OWNER OF
UNREGISTERED 10% SENIOR SUBORDINATED NOTES DUE 2013
To Registered Holder:
The undersigned hereby acknowledges receipt of the Prospectus
dated , 2004 (the "Prospectus") of Quintiles Transnational
Corp. ("Quintiles") and the related Letter of Transmittal, that together
constitute the offer of Quintiles (the "Exchange Offer") to exchange
$450,000,000 aggregate principal amount of 10% Senior Subordinated Notes due
2013 which have been registered under the Securities Act of 1933, as amended
(the "Securities Act") (the "exchange notes"), for the outstanding unregistered
$450,000,000 aggregate principal amount of 10% Senior Subordinated Notes due
2013 (the "private notes") issued on September 25, 2003. Capitalized terms used
but not defined herein have the meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder, as to the action to be
taken by you relating to the Exchange Offer with respect to the private notes
held by you for the account of the undersigned.
The aggregate face amount of the private notes held by you for the
account of the undersigned is (fill in amount):
$ of 10% Senior Subordinated Notes due 2013.
With respect to the Exchange Offer, the undersigned hereby instructs
you (check appropriate box):
_____ To TENDER the following private notes held by you for the account of the
undersigned (insert principal amount of private notes to be tendered (if any)):
$ of 10% Senior Subordinated Notes due 2013.
_____ NOT to TENDER any private notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender private notes held by you
for the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that:
- the exchange notes acquired pursuant to the Exchange Offer are
being acquired in the ordinary course of business of the
person receiving the exchange notes, whether or not the person
is the undersigned;
- neither the undersigned nor any other recipient of the
exchange notes (if different than the undersigned) is engaged
in, intends to engage in, or has any arrangement or
understanding with any person to participate in, the
distribution of the private notes or exchange notes;
- neither the undersigned nor any other recipient is an
"affiliate" of Quintiles within the meaning of Rule 405
promulgated under the Securities Act or, if the undersigned or
such recipient is an affiliate, that the undersigned or such
recipient will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent
applicable;
- if the undersigned is a broker-dealer, it has not entered into
any arrangement or understanding with Quintiles or any
"affiliate" of Quintiles within the meaning of Rule 405
promulgated under the Securities Act to distribute the
exchange notes;
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- if the undersigned is a broker-dealer, the undersigned further
represents and warrants that if the undersigned broker-dealer
will receive exchange notes for its own account in exchange
for private notes that were acquired as a result of
market-making activities or other trading activities, the
undersigned will deliver a prospectus meeting the requirements
of the Securities Act (for which purposes, the delivery of the
Prospectus, as the same may be hereafter supplemented or
amended, shall be sufficient) in connection with any resale of
exchange notes received in the Exchange Offer; and
- the undersigned is not acting on behalf of any person or
entity that could not truthfully make these representations.
By acknowledging that you will deliver and by delivering a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such exchange notes, you will not be deemed to admit that you are an
"underwriter" within the meaning of the Securities Act.
SIGN HERE
Name of beneficial owner(s) (please print):
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Signature(s):
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Address:
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Telephone Number:
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Taxpayer Identification or Social Security Number:
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Date:
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