UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~February~~July 318, 2005

QUINTILES TRANSNATIONAL CORP.

(Exact name of registrant as specified in its charter)


North Carolina	000-23520	56-1714315
(State or other jurisdiction of	(Commission File	(I.R.S. Employer
incorporation)	Number)	Identification Number)

4709 Creekstone Drive, Suite 200, Durham, North Carolina 27703-8411
(Address of principal executive offices)

(919) 998-2000
Registrant’s telephone number, including area code

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ~~o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~ ~~o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~ ~~o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~

~~Item~~o ~~1.01.~~Soliciting ~~Entry~~material ~~into~~pursuant ato ~~Material~~Rule 14a-12 ~~Definitive~~under ~~Agreement~~the Exchange Act (17 CFR 240.14a-12)

~~Authorization~~o ofPre-commencement ~~Annual~~communications ~~Cash~~pursuant ~~Bonus~~to ~~Awards. On February~~Rule ~~3, 2005, the Compensation and Nominations Committee of the Board of Directors~~ 14d-2(~~the “Committee”~~b) ofunder ~~Quintiles Transnational Corp. (~~the ~~“Company”)~~Exchange ~~authorized~~Act ~~the~~(17 ~~payment of annual cash bonus awards to senior executives pursuant to~~CFR ~~the Quintiles Transnational Corp~~240. ~~Executive Compensation Performance Incentive Plan, which became effective as of January 1, 2004~~ 14d-2(~~the “Incentive Plan”~~b)~~. A copy of the Incentive Plan will be filed~~) ~~as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.~~ ~~The Committee exercised its discretion to adopt awards pursuant to the Plan, including cash awards~~ ~~for each of the Company’s executive officers in the amounts set forth below:~~

Officer	Cash Bonus Payment
Dennis B. Gillings		$	650,000
John S. Russell		$	150,000
John D. Ratliff		$	125,000
Ronald Wooten		$	600,000
Oppel Greeff		$	150,000
Michael Mortimer*		$	150,000

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

*MrItem 1. ~~Mortimer,~~01 ~~the~~Entry ~~Company’s~~into ~~Executive~~a ~~Vice~~Material ~~President~~Definitive ~~Global Human Resources, became an executive officer as of February 9, 2005.~~ Agreement

~~2005~~On ~~Cash~~July 18, ~~Bonus~~2005, ~~Program.~~a ~~The~~duly ~~Committee~~authorized ~~also~~committee ~~approved~~of ~~and~~the ~~retained~~board ~~use~~ of ~~the~~directors ~~Incentive~~of ~~Plan~~Quintiles Transnational ~~for~~Corp. ~~fiscal~~(the ~~2005.~~“Company”) Asauthorized ~~set~~management ~~forth~~to inproceed with the ~~Plan,~~sale of the ~~Committee~~Company’s ~~reserves~~Early Development and Packaging business (the ~~right~~“EDP toBusiness”). ~~modify~~The ~~the~~EDP ~~terms~~Business ~~of the~~is ~~Plan~~comprised ~~and~~of the Company’s ~~financial~~Pre-Clinical, ~~targets~~Pharmaceutical Sciences and ~~other~~Clinical ~~criteria~~Trials ~~used~~Supplies tobusinesses, ~~determine~~all ~~awards~~of which ~~pursuant~~are tocurrently part of the ~~Plan at~~Company’s ~~any~~Early ~~time~~Development and toLaboratory ~~grant~~Services ~~awards~~(“EDLS”) toline of ~~employees~~business ~~and~~in ~~executive~~the ~~officers~~Product ~~even~~Development ifGroup. ~~financial~~The ~~targets~~Company ~~and~~ will retain the other ~~stated~~businesses ~~performance~~in ~~goals~~the EDLS ~~are~~line ~~not~~of ~~met~~business, including Phase I and Central Laboratory Services.

~~Purchase of Restricted Stock.~~ On ~~February~~July 818, 2005, ~~Mr. Ratliff~~the ~~purchased~~Company ~~75,000~~and ~~restricted shares~~its ofsubsidiaries ~~common stock of Pharma Services Holding~~Quintiles, Inc., ~~the~~Quintiles ~~Company’s~~Limited ~~parent~~and Quintiles East Asia Private Limited (“~~Pharma~~Quintiles ~~Services~~Asia”~~), pursuant~~ toand ~~the~~together ~~terms~~with of the ~~Pharma~~Company, ~~Services Holding~~Quintiles, Inc. ~~Stock~~and Quintiles ~~Incentive~~Limited, ~~Plan (~~the “~~Plan~~Sellers”), atEarly ~~a per~~Development ~~share~~and ~~purchase~~Packaging ~~price~~Services ofUSA, $0L.~~24,~~L.C. ~~representing~~(the a“U.S. Company”), ~~per~~Early ~~share~~Development ~~discount~~and ofPackaging ~~approximately~~Services (UK) Limited $3(the “U.30K. ~~The Plan~~Company”) isand ~~filed~~Quintiles Clinical asSupplies anAmericas, ~~exhibit~~Inc. to(“Quintiles ~~the~~Supplies”), ~~Company’s~~entered ~~Annual~~into ~~Report~~a onPurchase ~~Form~~Agreement ~~10-K for~~ (the “Purchase ~~fiscal~~Agreement”) ~~year~~with ~~ended December 31~~Aptuit, ~~2003~~Inc. In(“Aptuit”), ~~connection~~under ~~with~~which ~~this~~Aptuit ~~purchase,~~has ~~the Company~~ agreed to ~~pay~~acquire ~~Mr. Ratliff~~the ~~approximately~~EDP ~~$118,758.35~~Business tofor ~~offset~~approximately ~~potential~~$125 million ~~tax~~(the ~~liability~~“Purchase ~~arising in connection with Mr~~Transaction”). ~~Ratliff’s purchase.~~

InThe ~~addition,~~Purchase onAgreement ~~February 9,~~provides ~~2005,~~for ~~Mr. Mortimer~~Aptuit ~~purchased~~to ~~50,000~~acquire ~~restricted~~the ~~shares~~EDP Business by acquiring all of ~~Pharma~~the ~~Services~~stock ~~common~~or ~~stock~~membership ~~pursuant~~interests toof the ~~Plan~~U.S. atCompany aand ~~per~~the ~~share~~U.K. ~~purchase~~Company ~~price~~as ofwell ~~$0.24,~~as ~~representing~~those aemployees, ~~per~~assets ~~share~~and ~~discount~~operations of ~~approximately~~Quintiles $3Asia related to the EDP Business, which are principally located in Singapore.~~30.~~ In connection ~~therewith,~~with the ~~Company~~Purchase ~~agreed~~Transaction, tothe ~~pay~~Company ~~Mr. Mortimer~~and ~~approximately~~Aptuit ~~$79,172.24~~also expect to sign ~~offset~~a ~~potential~~two-year ~~tax~~co-marketing ~~liability~~agreement ~~arising~~with inrespect ~~connection~~to ~~with~~each ~~Mr. Mortimer~~other’s ~~purchase~~service offerings.

~~Also,~~In onconsideration ~~February 8,~~for ~~2005,~~the ~~Robert~~sale A.of ~~Ingram~~the EDP Business, aAptuit ~~non-executive~~will ~~member~~make ofan ~~the~~initial ~~Company’s~~cash ~~Board~~payment of $125 ~~Directors,~~million ~~purchased~~to 50the Company,~~000~~ ~~restricted~~subject ~~shares~~to ofa ~~Pharma~~post-closing ~~Services~~working ~~common~~capital ~~stock~~adjustment, ~~pursuant~~and will assume certain liabilities relating to the ~~Plan at~~EDP aBusiness. ~~per~~The ~~share~~Sellers ~~purchase~~will ~~price~~retain certain other liabilities of ~~$0.24,~~the ~~representing~~EDP aBusiness ~~per~~not ~~share~~being ~~discount~~assumed ofby Aptuit.

2The Purchase Transaction, which is expected to close in the third quarter of 2005, is subject to the receipt of applicable regulatory approvals and satisfaction or waiver of other conditions customary to transactions of this type. If either the Sellers or Aptuit breach their respective obligations to close the Purchase Transaction after all of that party’s conditions to closing have been satisfied or waived (or intentionally breach any pre-closing obligation that results in a failure of any such condition to be satisfied by the other party), the Purchase Agreement requires the breaching party to pay a $22 million termination fee to the other party.

~~approximately $3.30. In connection therewith, the Company agreed to pay Mr. Ingram approximately~~2 ~~$79,172.24 to offset potential tax liability arising in connection with Mr. Ingram’s purchase.~~

3As part of the Company’s normal close process for the second quarter of 2005, the Company determined that certain of its assets including those of its EDP Business were impaired in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” for assets held and used. The Company expects to recognize pre-tax impairments totaling approximately $66 million during the quarter ended June 30, 2005 relating to the assets of the EDP Business. As a result of the July 18, 2005 determination to sell the EDP Business, the Company expects to recognize an additional pre-tax impairment on the assets of the EDP Business during the third quarter of 2005 in accordance with the provisions of SFAS No. 144 for assets held for sale which requires the assets to be written down to estimated fair value less costs to sell. The Company estimates the additional pre-tax impairment on the assets of the EDP Business, including the allocated portion of goodwill attributable to the EDP Business, will range from $10 million to $20 million and includes estimated cash expenditures to sell the EDP Business ranging between $8 million and $12 million.

~~SIGNATURES~~A copy of the July 19, 2005 press release announcing the execution of the Purchase Agreement is attached hereto as Exhibit 99.01 and incorporated herein by reference. The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.01 to this Current Report on Form 8-K and incorporated herein by reference. The Purchase Agreement has been included to provide investors with information about its terms. It is not intended to provide other factual information about the Sellers or Aptuit. The Purchase Agreement includes representations and warranties that the parties have made to each other as a matter of negotiation and risk allocation. These representations and warranties were made only as of the date of the Purchase Agreement and are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with its execution. These provisions are not intended to be relied on by third parties, including investors, other than as an indication of how the parties to such agreements allocated risks among themselves. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts at the time they were made or otherwise.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused~~3 ~~this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

	QUINTILES TRANSNATIONAL CORP.
	By:	/s/ John S. Russell
		John S. Russell Executive Vice President
Dated: February 9, 2005

Information in this report contains “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements represent the Company’s judgment concerning the future and are subject to risks and uncertainties that could cause actual results to differ materially, including, without limitation, the inability of the parties to satisfy all of the conditions to closing, the possibility of delays in obtaining or the failure to receive required regulatory approvals, the possibility that the Purchase Transaction might otherwise be delayed or fail to close, and the possibility that the actual impairment charge or cash expenditures may exceed the Company’s estimates. Additional factors that could cause actual results to differ materially are discussed in the Company’s recent filings with the Securities and Exchange Commission, including but not limited to its Form 10-K, Form 10-Qs and Form 8-Ks.

4 Item 2.06 Material Impairments

The information contained in Item 1.01 above is incorporated by reference into this Item 2.06.

Item 9.01 Financial Statements and Exhibits


Exhibit No.		Description of Exhibit

2.01		Purchase Agreement, dated July 18, 2005, by and among Aptuit, Inc., Quintiles Transnational Corp., Quintiles, Inc., Quintiles Limited, Quintiles East Asia Private Limited, Early Development and Packaging Services USA, L.L.C., Early Development and Packaging Services (UK) Limited and Quintiles Clinical Supplies Americas, Inc.

99.01		Press release, dated July 19, 2005, of Quintiles Transnational Corp.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	QUINTILES TRANSNATIONAL CORP.

	By:	/s/ John S. Russell

		John S. Russell Executive Vice President

Dated: July 22, 2005

EXHIBIT INDEX


Exhibit No.		Description of Exhibit

2.01		Purchase Agreement, dated July 18, 2005, by and among Aptuit, Inc., Quintiles Transnational Corp., Quintiles, Inc., Quintiles Limited, Quintiles East Asia Private Limited, Early Development and Packaging Services USA, L.L.C., Early Development and Packaging Services (UK) Limited and Quintiles Clinical Supplies Americas, Inc.

99.01		Press release, dated July 19, 2005, of Quintiles Transnational Corp.

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