On March1, 2017 and March2, 2017, the Board held a meeting with Messrs. Macdonald, Gaenzle and Rush, Ms. Chitwood, Michael Gibertini and Neil Ferguson and representatives of Centerview in attendance. At the meeting, the Board and INC Research management discussed the competitive landscape of the industry and the market environment, including recent consolidation in the CRO space which had improved the capabilities and scale of other CROs. The Board also reviewed the scope of services that consolidated CROs were able to offer their customers in comparison to those offered by INC Research. In addition, the Board discussed INC Researchs business development efforts, including 2016 sales, means of expanding the addressable market and a forecast for 2017. Based in part on these discussions, the Board and INC Research management recognized the strategic importance of increasing the scale of INC Researchs operations and expanding the scope of its service offerings in order to improve its ability to generate business from existing and prospective customers. Messrs.Macdonald, Gaenzle, Rush, Gibertini and Ferguson and Ms. Chitwood, together with Centerview, then discussed the two strategic transactions previously considered at the Boards February8, 2017 meeting, including a potential transaction with inVentiv that would enable INC Research to expand its clinical services and also offer commercial contract organization capabilities. Messrs. Macdonald, Gaenzle, Rush, Gibertini and Ferguson and Ms. Chitwood, together with Centerview, also discussed with the Board certain potential terms of a transaction with inVentiv. INC Research management and the Board discussed the likely need to conduct substantial due diligence reviews, the time required to negotiate a deal containing favorable terms and the benefit of an exclusivity agreement. After discussion, the Board authorized INC Research management to submit an indication of interest to inVentiv consistent with the terms discussed at the meeting, together with an exclusivity agreement providing for a 60-day exclusive negotiation period.