Pharmaceutical Product Development, Inc. Employee Stock Purchase Plan

EXHIBIT 10.86

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.

EMPLOYEE STOCK PURCHASE PLAN Statement of Purpose

The Company sponsors the Pharmaceutical Product Development, Inc. Employee Stock Purchase Plan (the " Plan" ) in order to provide eligible employees with the opportunity to purchase shares of the common stock of the Company and to thereby share in the continued growth and success of the Company.

NOW, THEREFORE, for the purposes aforesaid, the Company hereby amends and restates the Plan effective May 17, 2006 to consist of the following Articles I through VIII:

ARTICLE I NAME, PURPOSE, CONSTRUCTION AND DEFINITIONS

Section 1.1. Name . The Plan shall be known as the " Pharmaceutical Product Development, Inc. Employee Stock Purchase Plan." Section 1.2. Purpose . The purpose of the Plan is to provide Participants in the Plan with an opportunity to purchase Common Stock in the Company through payroll deductions and other contributions, thereby encouraging Participants to share in the economic growth and success of the Company through stock ownership. Section 1.3. Construction . Article, Section and paragraph headings have been inserted in the Plan for convenience of reference only and are to be ignored in any construction of the provisions hereof. If any provision of the Plan shall be invalid or unenforceable the remaining provisions shall nevertheless be valid, enforceable and fully effective. It is the intent that the Plan shall at all times constitute an " employee stock purchase plan" within the meaning of

Section 423(b) of the Code, and the Plan shall be construed and interpreted to remain such. The Plan shall be construed, administered, regulated and governed by the laws of the United States to the extent applicable, and to the extent such laws are not applicable, by the laws of the State of North Carolina. Section 1.4. Definitions . Whenever used in the Plan, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

(a) Beneficiary , with respect to a Participant, means such Participant' s " Beneficiary" under the group term life insurance plan maintained by the Company.

(b) Board or Board of Directors means the Board of Directors of the Company or any Committee or Committees of said Board of Directors of the Company to which, and to the extent, said Board of Directors of the Company has delegated some or all of its power, authority, duties or responsibilities with respect to the Plan.

(c) Code means the Internal Revenue Code of 1986, as the same may be amended from time to time, and references thereto shall include the valid Treasury regulations issued thereunder.

(d) Committee means the " Committee" as defined under the Retirement Savings Plan which is responsible for the administration of the Plan in accordance with Article VI hereof. (e) Common Stock means shares of the $0.05 par value common stock of the Company and any other stock or securities resulting from the adjustment thereof or substitution therefor as described in Section 3.4.

(f) Company means Pharmaceutical Product Development, Inc., a North Carolina corporation.

(g) Compensation means a Participant' s base salary or wages, and shall not include any bonuses, commissions, overtime or other pay.

(h) Effective Date means July 1, 1997.

(i) Employee means a person employed by the Company. In addition, the employees of the Company' s subsidiaries which the Company designates in its sole and exclusive discretion as participating subsidiaries for purposes of this Plan shall also be considered Employees for purposes of this Plan.

(j) Fair Market Value , with respect to a share of Common Stock from time to time, means (i) if the Common Stock is traded on the National Market System, the closing price of the Common Stock for the applicable date, as published in the NASDAQ National Market Issues report in the Eastern Edition of The Wall Street Journal , (ii) if the Common Stock is not traded on the National Market System but such Common Stock is listed on a national securities exchange, the mean between the highest price and the lowest price at which the Common Stock shall have been sold regular way on a national securities exchange on the applicable date during an Offering Period or, if there are no sales on said date, then on the next preceding date on which there were sales of Common Stock, (iii) if the Common Stock is not traded on the National Market System or listed on a national securities exchange, the mean between the bid and asked prices last reported by the National Association of Securities Dealers, Inc. for the over-the-counter market on the applicable date during an Offering Period or, if no bid and asked prices are reported on said date, then on the next preceding date on which there were such quotations, or (iv) if the Common Stock is not traded on the National Market System or listed on a national securities exchange and quotations for the Common Stock are not reported by the National Association of Securities Dealers, Inc., the fair market value determined by the Committee on the basis of available prices for the Common Stock or in such manner as the Committee shall agree.

(k) Offering means the offering of shares of Common Stock to Participants pursuant to this Plan that occurs on each Offering Date.

(l) Offering Date means July 1, 1997 and each succeeding January 1 and July 1.

(m) Offering Period means the period from an Offering Date through the immediately succeeding Offering Date.

(n) Participant means an Employee who has become a Participant pursuant to Section 2.2 of the Plan.

(o) Plan means the Pharmaceutical Product Development, Inc. Employee Stock Purchase Plan, as set forth herein, together with any and all amendments thereto.

(p) Retirement Savings Plan means The Pharmaceutical Product Development, Inc. Retirement Savings Plan as in effect from time to time.

(q) Stock Purchase Account , with respect to a Participant, means the account established on the books and records of the Company for such Participant representing the payroll deductions credited to such account in accordance with the provisions of the Plan. ARTICLE II

PARTICIPATION

Section 2.1. General . No person shall become a Participant unless or until such person is or becomes an Employee and upon or following satisfaction of the eligibility requirement set forth in the Plan. In addition, in no event shall any person be eligible to participate in the Plan before the Effective Date. Section 2.2. Participation Requirements .

(a) Eligibility Requirement . An Employee shall satisfy the eligibility requirement for the Plan on the date the Employee is first employed by the Company, subject to the provisions of Section 2.2(c) below.

(b) Commencement of Participation . Each person who satisfies the eligibility requirement of Section 2.2(a) on or before the Effective Date shall become a Participant in the Plan:

(1) on the Offering Date coinciding with the Effective Date, if such person is an Employee on such Offering Date; or

(2) if such person is not an Employee on such Offering Date, then on the first Offering Date coinciding with or next following the date (if any) on which such person again becomes an Employee after the Effective Date.

Each person who satisfies the eligibility requirement of Section 2.2(a) after the Effective Date shall become a Participant in the Plan:

(1) on the first Offering Date after such person satisfies the eligibility requirement, if such person is an Employee on such Offering Date; or (2) if such person is not an Employee on such Offering Date, then on the first Offering Date coinciding with or next following the date (if any) on which such person again becomes an Employee.

(c) Exclusions . Notwithstanding any provision of the Plan to the contrary, in no event shall the following persons be eligible to participate in the Plan:

(1) Any Employee whose customary employment with the Company is twenty (20) hours or less per week; or

(2) Any Employee whose customary employment with the Company is for not more than five (5) months in any calendar year.

In addition, an Employee whose employment with the Company commences on or after the first day of the calendar month immediately preceding the beginning of an Offering Period shall not be eligible to participate in the Plan with respect to that Offering Period, but shall be eligible to participate in any subsequent Offering Periods so long as the Employee is not otherwise excluded from participation under this Section 2.2(c).

Section 2.3. Eligibility of Former Participants . If a person terminates employment with the Company after becoming a Participant and subsequently resumes employment with the Company, such person shall again become a Participant on the Offering Date coinciding with or next following such resumption of employment with the Company without having to satisfy again the eligibility requirement of Section 2.2(a).

ARTICLE III

OFFERING OF COMMON STOCK Section 3.1. Reservation of Common Stock . The Board of Directors has reserved four million five- ...