AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “ Restated Agreement ”) entered into as of December 31, 2008 (the “ Effective Date ”), by and between John P. Hamill (the “ Executive ”) and PharmaNet Development Group, Inc., a Delaware corporation (the “Company ”).

      WHEREAS , in its business, the Company has acquired and developed certain trade secrets, including, but not limited to, proprietary processes, sales methods and techniques, and other like confidential business and technical information, including, but not limited to, technical information, design systems, proprietary assays, pricing methods, pricing rates or discounts, process, procedure, formula, design of computer software or improvement of any portion or phase thereof, whether patented or not, that is of any value whatsoever to the Company, as well as certain unpatented information relating to the Services as defined below, information concerning proposed new services, market feasibility studies, proposed or existing marketing techniques or plans (whether developed or produced by the Company or by any other entity for the Company), other Confidential Information (as defined below) and information about the Company’s employees, officers and directors, which necessarily will be communicated to the Executive by reason of his or her employment with the Company;

      WHEREAS , the Company has strong and legitimate business interests in preserving and protecting its investment in the Executive, its trade secrets and Confidential Information, and its substantial relationships with suppliers and Clients (as defined below), actual and prospective;

      WHEREAS , the Company desires to preserve and protect its legitimate business interests further by restricting competitive activities of the Executive during the term of his employment with the Company and following (for a reasonable period of time) termination of employment;

      WHEREAS , the Company’s Board of Directors (the “ Board ”) considers it essential to and in the best interests of the Company’s direct and indirect holders of ownership interests (collectively, the “ Stockholders ”) to foster the continued employment of the Executive and has approved the terms of employment and severance arrangement set forth in this Restated Agreement;

      WHEREAS , the Company desires to continue the Executive in its employ and to ensure the continued availability to the Company of the Executive’s services, and the Executive is willing to continue such employment and render such services, all upon and subject to the terms and conditions contained in this Restated Agreement;

      WHEREAS , the Executive and the Company are currently parties to that certain Employment Agreement dated January 10, 2007 (the “ Previous Employment Agreemen t”) and desire to amend and restate the terms and conditions of the Previous Employment Agreement so as to bring those terms and conditions into documentary compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the final Treasury Regulations thereunder and to continue Executive’s employment with the Company upon those amended and restated terms and conditions; and

      WHEREAS by executing this Restated Agreement, the Executive and the Company hereby agree that this Restated Agreement shall supersede any prior employment arrangement or severance benefits set forth in the Previous Employment Agreement or any other earlier agreements referred to therein.

      NOW , THEREFORE , in consideration of the premises and the mutual covenants set forth in this Restated Agreement, and intending to be legally bound, the Company and the Executive hereby agree as follows:

     1.  Representations and Warranties . The Executive hereby represents and warrants to the Company that he or she is not subject to any written nonsolicitation or noncompetition agreement affecting his or her employment with the Company (other than the Previous Employment Agreement or any other prior agreement with the Company or its Affiliates), (b) is not subject to any written confidentiality or nonuse/nondisclosure agreement affecting his or her employment with the Company (other than the Previous Employment Agreement or any other prior agreement with the Company or its Affiliates), and (c) has not brought to the Company any trade secrets, confidential business information, documents or other personal property of a prior employer.

     2.  Term of Employment .

          (a) Term . Subject to Section 6 hereof, the Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, for a period commencing on the Effective Date and ending on August 23, 2009 (the “ Employment Term ”).

          (b) Continuing Effect . Notwithstanding any termination of the Executive’s employment, at the end of the Employment Term or otherwise, the provisions of Sections 7 and 8 of this Restated Agreement shall remain in full force and effect, and the provisions of Section 8 shall be binding upon the legal representatives, successors and assigns of the Executive.

     3.  Duties .

          (a) General Duties . The Executive shall continue to serve as the Executive Vice President and Chief Financial Officer of the Company, with the duties and responsibilities that are customary for such position. The Executive shall use his best efforts to perform his duties and discharge his responsibilities pursuant to this Restated Agreement competently, carefully and faithfully. During the Employment Term, the Executive shall be deemed an executive officer and a member of the Executive Committee of the Company, and the Company shall take all actions necessary or required to make Executive an officer. In addition, Executive may be required to execute and deliver to the Company, on a timely basis, quarterly certifications or sub-certifications in order to permit the Company to comply with its reporting obligations, including those under the Sarbanes-Oxley Act of 2002.

          (b) Devotion of Time . The Executive shall devote the amount of time and attention to the business and affairs of the Company that are reasonably necessary to competently perform his duties. The Executive shall not enter the employ of or serve as a consultant to, or in any way perform any services (with or without compensation) for, any other persons, business or organization without the prior written consent of the Board. Notwithstanding the

foregoing, the Executive shall be permitted, subject to the first sentence of this Section 3(b) and Sections 7, 8, 9 and 10 hereof, to (i) serve on corporate, advisory, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions and (iii) manage personal investments.

          (c) Location of Office. The Executive’s principal business office shall be at the Company’s office location in Princeton, New Jersey, as such location may be changed from time to time by the senior management of the Company; provided , however , that the Executive’s job responsibilities shall include all business travel reasonably necessary to perform such responsibilities.

          (d) Adherence to Inside Information Policies . The Executive acknowledges that the Company is publicly-held and, as a result, has implemented insider information policies designed to preclude its employees and those of its subsidiaries from violating the federal securities laws by trading on material, non-public information or passing such information on to others in breach of any duty owed to the Company or any third party. The Executive shall promptly execute any reasonable agreements generally distributed by the Company to its employees requiring such employees to abide by its insider information policies and shall continue to be bound by any such agreements to which the Executive is currently a party.

     4.  Compensation and Expenses .

          (a) Annual Base Salary . For the services of the Executive to be rendered under this Restated Agreement during the remainder of the Employment Term, the Company shall pay the Executive an annual base salary of $431,796 (the “ Annual Base Salary ”), effective as of January 1, 2008. However, such Annual Base Salary shall continue to be adjusted annually as of the last day of each calendar year during the remainder of the Employment Term, with the first such increase to be effective as of December 31, 2008, by the greatest of (i) four (4%) of the rate of Annual Base Salary in effect for the Executive at that time, (ii) the salary increase approved by the Compensation Committee of the Board (the “ Compensation Committee ”) or (iii) the increase in the Consumer Price Index determined in accordance with the formula attached hereto as Exhibit A . The Annual Base Salary shall be payable in accordance with the Company’s normal payroll practices for salaried employees.

          (b) Annual (Cash) Incentive . In addition to any other compensation received pursuant to this Restated Agreement, the Executive shall be eligible to participate in the same Company cash incentive plan or plans in which the members of the Company’s Executive Committee are eligible to participate and shall be subject to the terms and conditions of each such plan in which he participates.

          (c) Long-Term Incentive . The Executive shall be eligible to participate in all long-term incentive plan or plans in which the members of the Company’s Executive Committee are eligible to participate and shall be subject to the terms and conditions of each such plan in which he participates. In 2006, the Executive was awarded the following equity-based incentive compensation: (i) restricted stock units (“RSUs”) covering 21,000 shares of the Company’s common stock which vest semi-annually over a 3-year period in equal increments of 3,500 shares commencing on December 31, 2006 and each June 30th and December 31st thereafter,

subject to the Executive’s continued employment with the Company on each applicable vesting date; and (ii) RSUs covering an additional 25,000 which vest only if the Company meets or exceeds the 2008 non-GAAP earnings target set by the Compensation Committee, which target was agreed upon as of May 9, 2006 and is set forth in the minutes to the Compensation Committee meeting of such date. Each awarded RSU shall entitle the Executive to receive one share of the Company’s common stock upon the vesting of that unit, and the shares which vest on each applicable vesting date shall be issued on that date or as soon as administratively practicable thereafter, but in no event later than the later of (x) the last day of the calendar year in which vesting date occurs or (y) the fifteenth day of the third calendar month following such vesting date. All such share issuances shall be subject to the Company’s collection of the applicable withholding taxes. All other equity incentive award made to the Executive pursuant to this Section 4(c) shall be granted in accordance with the terms and conditions of the Company’s standard form of agreement and applicable equity incentive plan.

          (d) Expenses . In addition to any compensation paid to the Executive pursuant to this Section 4, the Company shall reimburse or advance funds to the Executive for reasonable travel, entertainment, professional dues and miscellaneous expenses incurred in connection with the performance of his duties under this Restated Agreement and in accordance with the Company’s policies relating to travel and expenses. The Executive must submit appropriate receipts and documentation for each such reimbursable expense within sixty (60) days after the later or (i) the incurrence of that expense or (ii) the receipt of the invoice or billing statement for such expense, and the Company shall provide the Executive with the requisite reimbursement within thirty (30) business days thereafter.

     5.  Benefits .

          (a) Vacation . During each year of employment, the Executive shall be entitled to twenty (20) business days of vacation without loss of compensation or other benefits to which he is entitled under this Restated Agreement, with such vacation to be taken at such times as the Executive may select and the affairs of the Company may permit.

          (b) Employee Benefit Programs . The Executive is entitled to participate in any pension, 401(k), medical insurance, disability insurance, life insurance or other employee benefit plan that is maintained by the Company, including reimbursement of membership fees in professional organizations, subject to the eligibility requirements of those specific plans.

          (c) Insurance Premiums and Other Coverage Costs . The Company shall pay all insurance premiums and other costs in connection with the insurance or benefit programs referred to in Section 5(b) in which the Executive participates. All such insurance premiums or other coverage costs payable by the Company shall be paid by the Company within thirty (30) business days after the due date, and the amount of premiums or coverage costs paid by the Company in any one calendar year during the Employment Term shall not affect the amount of premiums or coverage costs payable by the Company in any other calendar year. In addition, the Company shall include the Executive in the Company’s D&O (director and officer) liability insurance policy as an additional insured for the benefit of the Executive.

          (d) Special Benefit Allowance . The Company shall pay or reimburse the Executive for up to $25,000 of expenses in each calendar year (or fiscal year if the Company adopts a fiscal year for financial reporting purposes) within the Employment Term that pertain to perquisites or other personal benefits provided him that are not generally made available to all middle level executives. Any such reimbursement shall be subject to the following terms and conditions: (i) the Executive must submit appropriate receipts and documentation for each such reimbursable expense within sixty (60) days after the later or (x) the incurrence of that expense or (y) the receipt of the invoice or billing statement for such expense and (ii) the Company shall provide the Executive with the requisite reimbursement within thirty (30) business days thereafter. Expenses eligible for such payment or reimbursement include, but are not limited to, the following: automobile expenses, personal life and disability insurance premiums, unreimbursed medical expenses, travel costs of family members accompanying the Executive on business trips, and other expenses not generally available to middle level executives. In addition, the Company shall pay the Executive an amount (the “ Tax Supplement ”) equal to 35% of the taxable amount of the provided or reimbursed perquisites, plus the applicable federal, state and local taxes on the entire payment, in order to provide the Executive with net after-tax proceeds equal to the federal income taxes based on 35% marginal tax rate attributable to those taxable perquisites Each such Tax Supplement shall be paid to the Executive on or before March 15 of the calendar year immediately following the calendar year in which the perquisites generating that Tax Supplement were reimbursed or provided.

          (e) Conditions to Reimbursement. Any amounts to which the Executive becomes entitled pursuant to this Section 5 (whether by way of reimbursement or in-kind benefits) in each calendar year within the Employment Term or any other reimbursement to which the Executive becomes entitled pursuant to the provisions of this Restated Agreement during such calendar year shall not reduce the amounts (or in-kind benefits) to which the Executive may become entitled hereunder in any other calendar year within the Employment Term. In no event, however, will any expense be reimbursed after the close of the calendar year following the calendar year in which that expense was incurred. In addition, none of the Executive’s rights to reimbursement or in-kind benefits hereunder may be liquidated or exchanged for any other benefit.

     6.  Termination; Severance .

          (a) Certain Definitions . For purpose of this Restated Agreement, the following definitions shall be in effect:

               “ Cause ” means that the Executive has: (i) been convicted of a felony involving any subject matter; (ii) been charged by a government agency with a felony relating to the business of the Company or any Affiliate; (iii) been convicted of a misdemeanor directly involving the Executive’s employment that directly affects the business of the Company; (iv) been found after an internal investigation to have engaged in sexual misconduct which is related to the Executive’s employment or the business of the Company and/or violated the Company’s sexual harassment policy; (v) failed to carry out the duties and responsibilities assigned to Executive which are consistent with the terms of this Restated Agreement after having received notice of such deficiency and a thirty (30)-day cure period; (vi) misappropriated Company funds or otherwise defrauded the Company; (vii) breached his fiduciary duty to the Company resulting in profit to him, directly or indirectly; (viii) been found to have committed any act or failed to

take any action which results in the common stock of the Company (the “ Common Stock ”) being delisted for trading on its principal trading market or exchange; (ix) been convicted of illegal possession or illegal use of a controlled substance; (x) engaged in chronic drinking or the use of illegal drugs, chemicals or controlled substances or the abuse of otherwise legal drugs or chemicals or controlled substances that affects the performance of his duties as reasonably determined by the Company; (xi) failed or refused to cooperate, reasonably and at the Company’s expense, in any official investigation conducted by or on behalf of the Company; (xii) breached any material provision of this Restated Agreement, including Section 3(d) herein, and failed to cure such breach after notice thereof and a reasonable cure period (if such breach is of the nature that it can be cured); (xiii) intentionally or willfully failed to comply with the reasonable directives of the Board or the Chief Executive Officer of the Company (the “ CEO ”); (xiv) committed an act or omission constituting gross negligence or willful misconduct which causes, at least in part, the Company to restate its financial statements for a completed fiscal period after having filed such financial statements with the Securities and Exchange Commission; or (xv) been found by a court, the Securities and Exchange Commission or any state governmental authority which regulates or enforces such state’s securities laws, in a final non-appealable determination, to have violated any applicable securities laws, whether such finding was after a hearing or trial or on consent without admitting or denying any allegations of wrongdoing.

               “ Disability ” or “ Disabled ” means the first to occur of the following events of disability: (i) Executive is deemed disabled for purposes of any long-term disability insurance policy paid for by the Company and in effect at such time or (ii) due to accident, mental or physical illness or any other reason, Executive has become physically or mentally incapable of performing, with reasonable accommodation, the essential functions of his employment for a period of one hundred twenty (120) consecutive days or for one hundred eighty (180) days within a three hundred and sixty-five (365)-day period.

               “ Effective Date of Termination ” means, with respect to any purported termination of the Executive’s employment, (i) if the Executive’s employment terminates by reason of his death, the date of his death, (ii) if the Executive’s employment is terminated for Cause or without Cause, the date specified in the Notice of Termination, (iii) if the Executive’s employment is terminated as a result of a Disability, the date on which Executive is determined, in the reasonable judgment of the Company, to be Disabled in accordance with the definitional provisions of this Restated Agreement, as such date is specified in the Notice of Termination and (iv) if Executive terminates his or her employment through a Resignation for Good Reason or otherwise voluntarily terminates his employment, the date specified in the Notice of Termination.

               “ Employee ” means an individual who remains in the employ of at least one member of the Employer Group, subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.

               “ Employer Group ” means the Company and each member of the group of commonly controlled corporations or other businesses that include the Company, as determined in accordance with Sections 414(b) and (c) of the Code and the Treasury Regulations thereunder, except that in applying Sections 1563(1), (2) and (3) of the Code for purposes of determining the

controlled group of corporations under Section 414(b), the phrase “at least 50 percent” shall be used instead of “at least 80 percent” each place the latter phrase appears in such sections and in applying Section 1.414(c)-2 of the Treasury Regulations for purposes of determining trades or businesses that are under common control for purposes of Section 414(c), the phrase “at least 50 percent” shall be used instead of “at least 80 percent” each place the latter phrase appears in Section 1.414(c)-2 of the Treasury Regulations.

               “ Notice of Termination ” means a notice indicating the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment with the Company under the provision so indicated. The Notice of Termination shall specify the date on which such termination shall be effective.

               “ Person ” shall have the meaning ascribed thereto in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended, as modified, applied and used in Sections 13(d) and 14(d) thereof; provided, however , a Person shall not include (i) the Company, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company (in its capacity as such), (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporate entity owned, directly or indirectly, by the Stockholders in substantially the same character and proportions as their ownership of interests in the Company.

               “ Resignation for Good Reason ” means the Executive’s resignation from his employment with the Company by reason of (A) a material breach by the Company of any of the material terms or provisions of this Restated Agreement or (B) any entity or person not now an executive officer of the Company or Board member becoming, either individually or as part of a group (required to file a Schedule 13D or 13G with the Securities and Exchange Commission) the beneficial owner of thirty percent (30%) or more of the outstanding Common Stock, provided and only if the Executive resigns from his employment with the Company within ninety (90) days following the occurrence of the clause (A) material breach or within one hundred eighty (180) days following the occurrence of the clause (B) event. A resignation that occurs after the expiration of the applicable ninety (90) day or one hundred eighty (180) day period shall not be deemed a Resignation for Good Reason.

               “ Separation from Service ” means the Executive’s cessation of Employee status and shall be deemed to occur at such time as the level of bona fide services the Executive is to render as an Employee (or non-employee consultant) permanently decreases to a level that is not more than twenty percent (20%) of the average level of services the Executive rendered as an Employee during the immediately preceding thirty-six (36) months (or such shorter period of time in which the Executive has been in Employee status). Any such determination, however, shall be made in accordance with the applicable standards of the Treasury Regulations issued under Internal Revenue Code Section 409A. In addition to the foregoing, a Separation from Service will not be deemed to have occurred while the Executive is on a sick leave or other bona fide leave of absence if the period of such leave does not exceed six (6) months or any longer period for which the Executive is provided with a right to reemployment with the Company by either statute or contract; provided, however , that in the event of a leave of absence due to any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of not less than six (6) months and that causes the Executive to be

unable to perform his duties as an Employee, no Separation from Service shall be deemed to occur during the first twenty-nine (29) months of such leave. If the period of leave exceeds six (6) months (or twenty-nine (29) months in the event of disability as indicated above) and the Executive is not provided with a right to reemployment by either statute or contract, then the Executive will be deemed to have Separated from Service on the first day immediately following the expiration of the applicable six (6)-month or twenty-nine (29)-month period.

          (b) Termination .

               (i) The Company may, in its sole discretion, terminate the Executive’s employment without Cause at any time upon thirty (30) days prior written Notice of Termination. The Executive may, in his sole discretion, terminate his employment with the Company (other than by reason of a Resignation for Good Reason) at any time upon thirty (30) days prior written Notice of Termination. The Executive shall also have the right to terminate his employment through a Resignation for Good Reason in accordance with the requirements for such termination set forth above. Executive’s employment under this Restated Agreement shall also terminate upon his death or Disability. Upon the Effective Date of Termination resulting from any of the foregoing termination events, the Executive shall cease to have any further right to compensation or reimbursement under Section 4 (except for any unpaid compensation earned or any reimbursable expenses incurred through the Effective Date of Termination, which shall be paid or reimbursed at that time to the extent not otherwise in contravention of any applicable Code Section 409A deferral requirement) or to participate in any employee benefit programs under Section 5 for any period subsequent to the Effective Date of Termination, except as provided for by law or this Restated Agreement. On or before the Effective Date of Termination, the Executive shall execute a “Certificate of Conclusion of Employment,” certifying that he has complied with his obligations and acknowledging his continuing obligations under this Restated Agreement. The Executive’s failure to comply with the requirements of this Section 6(b) shall constitute a material breach of this Agreement. For clarity, if the Executive’s employment is terminated by the Company for any reason other than Cause or if the Executive’s employment terminates by reason of a Resignation for Good Reason, he shall be entitled to the Severance Payments set forth below.

               (ii) The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined above) by giving written Notice of Termination. The Executive shall have thirty (30) days from the date of the notice to provide the CEO with evidence that the Company is mistaken as to Cause and that the Executive’s behavior does not meet the criteria for Cause. During such thirty (30) day period, the Executive shall be suspended without pay; provided , however , that if employment is

reinstated, then the Executive shall be paid for such thirty (30) day period, and if the termination is upheld, the Effective Date of Termination shall be deemed to be the date of receipt by the Executive of the written Notice of Termination. Upon any such termination for Cause, the Executive shall cease to have any further right to compensation or reimbursement under Section 4 (except for any unpaid compensation earned or any reimbursable expenses incurred through the Effective Date of Termination, which shall be paid or reimbursed at that time to the extent not otherwise in contravention of any applicable Code Section 409A deferral requirement)) or to participate in any employee benefit programs under Section 5 for any period subsequent to the Effective Date of Termination, except as provided by law.

          (c) Severance . Provided (i) the Executive executes and delivers to the Company, within twenty-one (21) days (or forty-five (45) days