Consulting Agreement – Covance Inc.

CONSULTING AGREEMENT

This is a consulting agreement (“Agreement”) made and entered
into as of the 18^th day of June, 2010, by and between Donald Kraft,
whose address is 31 Lake Baldwin Drive, Pennington, NJ 08534 (“Mr. Kraft”) and
Covance Inc., a Delaware corporation (“Covance”), whose address is 210 Carnegie
Center, Princeton, New Jersey 08540. Covance desires to engage Mr. Kraft as a
consultant, and Mr. Kraft is willing to be engaged as a consultant, to assist
Covance in a variety of human resources and business matters.

NOW, THEREFORE, in consideration of the mutual covenants, terms and
conditions contained in this Agreement, Mr. Kraft and Covance agree as follows:

1. Status. Mr. Kraft voluntarily resigns as Corporate Senior Vice
President and an employee of Covance, effective June 30, 2010. Mr. Kraft will
serve as an independent consultant to Covance, commencing on July 1, 2010 and
continuing through the Term as defined in Paragraph 3 below.

2. Consulting Duties. Mr. Kraft shall provide to Covance those duties
reasonably requested by the Chief Executive Officer of Covance or his designee
(the “Contact”), including, those duties set forth above (the “Consulting
Duties”); provided, that the Contact may make reasonably related
modifications to, or eliminate, all or any of the Consulting Duties at any time.
Mr. Kraft shall perform the consulting duties primarily at an office to be
provided by Covance, but will, upon request or as appropriate for the
performance of Company needs, provide the services at such other places as
appropriate, provided Covance agrees to pay Mr. Kraft153s travel expenses (which
expenses must be pre-approved by Covance).

3. Term. This Agreement shall be effective for an initial six (6)
month term, and may be extended monthly thereafter if agreed to in writing by
the parties (“Term”). However, Mr. Kraft may terminate this Agreement prior to
the Term upon thirty (30) days written notice to Contact, and Covance may
terminate this Agreement either for cause or upon thirty (30) days written
notice after the initial six month term.

4. Time, Fees. Mr. Kraft agrees to participate in at least one monthly
teleconference with the Contact to discuss the Consulting Duties. Mr. Kraft
shall submit to Covance at the end of each month a written report reasonably
satisfactory to Covance identifying the activities undertaken by Mr. Kraft on
behalf of Covance during such month. Covance shall pay Mr. Kraft $28,500 per
month and Covance shall also provide Mr. Kraft with an amount equal to the
monthly premium for COBRA continuation coverage for Mr. Kraft and his eligible
dependents. Such fees shall be paid at the end of each month for work performed
during such month but only after receipt by the Contact of a written invoice
detailing Mr. Kraft153s activities

5. Non-Competition. While this Agreement remains in effect, and for
a one year period following its termination, regardless whether by Mr. Kraft or
Covance and regardless of the reason for the termination, Mr. Kraft shall not
directly own, manage, operate, finance, join, control, participate in, or derive
any financial benefit whatsoever from, or be an officer, director, employee,
partner or consultant of, any entity or person engaged in or seeking to engage
in the provision of contract-based drug development services to pharmaceutical
and other manufacturers in any region of the world where Covance maintains
customers, including Europe, the United States and Asia.

6. Confidential Information. From the date hereof, and notwithstanding
termination of this Agreement, regardless whether by Mr. Kraft or Covance and
regardless of the reason for the termination, Mr. Kraft will not, directly or
indirectly, use for his own benefit or purposes, disclose to, or use for the
benefit or purposes of anyone other than Covance, any Confidential Information
regarding the Company and its affiliates. “Confidential Information” means all
data, information, know-how, processes, process parameters, methods, practices,
specifications, raw materials and preparations, designs, fabrication techniques,
technical plans, algorithms, computer programs, documentation, customer names or
lists, price lists, supplier names or lists, trade secrets, business plans,
expansion plans, marketing plans, financial information, succession planning and
performance information relating to members of the Covance Senior Management
Group (defined to include Covance employees invited to the annual Covance Senior
Management Meeting) and the like, in whatever form or medium, and whether or not
generated by Covance or received by Covance from third parties, whether or not
designated or marked “Confidential” or the like, which Mr. Kraft learns or
acquires while engaged by Covance hereunder or during his prior employment by
Covance.

Notwithstanding the foregoing, Confidential Information shall not include
information which:

(a) Is now, or which hereafter, through no act or failure to act on the part
of Mr. Kraft, becomes generally known or available to the public without breach
of this Agreement; or

(b) Is hereafter furnished to Mr. Kraft in good faith by a third party who
has an independent right to such Information; or

(c) Is disclosed with the written approval of Covance.

7. Records and Documents. Except in the performance of his duties as a
consultant of Covance, Mr. Kraft will not at any time or in any manner make or
in any manner make or cause to be made any copies, pictures, duplicates,
facsimiles, or other reproductions, recordings, abstracts, or summaries of any
Confidential Information. Mr. Kraft shall have no right, title or interest in
any such Confidential Information, and Mr. Kraft agrees that he has not removed
and will not remove such Confidential Information without the prior written
consent of Covance (except as needed to perform the Consulting Duties), and that
he will surrender all such materials and all copies and summaries thereof and
all materials prepared based thereon to Covance immediately upon the termination
of this Agreement, or at any time prior or subsequent thereto upon request of
Covance. In addition, Mr. Kraft shall not at any time make any defamatory
statements to anyone regarding Covance or its affiliates or any officer,
director or employee of any of the foregoing, or otherwise take any action
intended or which may reasonably be expected, directly or indirectly, to impair
the goodwill, business reputation or good name of Covance or its affiliates or
any officers, director or employee of any of the foregoing.

8. Contractor Status. The relationship of Covance and Mr. Kraft shall
be that of independent contractor and not that of an employee of Covance or any
of its affiliates. Mr. Kraft shall not be entitled to nor receive any benefit
normally provided to Covance153s employees including, by way of example only,
medical and health insurance, paid vacations and holidays, and participation in
any 401(k) or profit sharing plan. Nothing contained in this Agreement shall be
construed so as to constitute Covance or any of its affiliates and Mr. Kraft as
partners or joint ventures. Covance will not withhold or pay Social Security
taxes, unemployment insurance, federal, state or local income taxes or any other
tax on fees paid hereunder on Mr. Kraft153s behalf and all payments made to Mr.
Kraft will be reported by Covance on a Form 1099. All such taxes shall be Mr.
Kraft153s sole responsibility to pay and Mr. Kraft shall make all filings with
respect thereto.

9. Release. The Employee, on behalf of Employee, Employee153s heirs,
executors, administrators, successors and assigns, hereby releases and forever
discharges Covance and each and every subsidiary and affiliate of Covance, and
all of their successors and assigns, together with the officers, directors and
employees of the foregoing, from any and all actions, causes of action, suits,
damages, judgments, executions, claims and demands of any kind whatsoever,
(collectively, “Claims”), in law or in equity, which the Employee or Employee153s
heirs, executors, administrators, successors or assigns had, now have or
hereafter may have against them or any of them the basis of which arose on or
prior to the Effective Date for any reason, including, without limiting the
generality of the foregoing, any Claims arising out of, or in connection with
Employee153s employment with Covance or the termination of the employment
relationship, including, but not limited to, any Claims arising out of, or in
connection with any New Jersey Civil or Human Rights Law, including, without
limitation, the New Jersey Law Against Discrimination, the Conscientious
Employee Protection Act, and the New Jersey Family Leave Act, Title VII of the
Civil Rights Act of 1964, as amended, the Equal Employment Opportunity Act of
1972, as amended, the Rehabilitation Act, as amended, the Social Security Act,
as amended, the Equal Pay Act, as amended, the Age Discrimination and Employment
Act, as amended, the Americans with Disabilities Act, as amended, the Family and
Medical Leave Act, as amended, or any other federal, state or local law, rule,
regulation or ordinance, any common law claims under tort, contract or any other
theory now or hereafter recognized and any oral or written agreement.
Notwithstanding any breach of this Agreement by the Employee, this release shall
be binding upon the Employee, Employee153s heirs, successors and assigns.
Notwithstanding the foregoing, nothing in this Agreement shall waive any rights
Employee has under the Employment Retirement Security Income Act.

10. Support of Company. Mr. Kraft agrees not to make critical,
negative or disparaging remarks about Covance or any of its subsidiaries,
affiliates, officers, directors, agents or employees, including but not limited
to comments about any services, business or employment practices of any of them.

11. Representations and Warranties of the Parties. Each party hereto
hereby represents and warrants to the other party hereto that it has no prior
commitments, arrangements, or agreements with any third parties which might
interfere with, or preclude the carrying out of, each and every one of its
obligations under this Agreement. During the term of this Agreement, Mr. Kraft
will not contract with any third party to perform the same or similar services
as those provided to Covance hereunder.

12. Assignment. This Agreement shall be binding on and inure to the
benefit of the parties hereto and their heirs, executors, legal representatives,
successors and assigns. Except in the event of a transfer of all or
substantially all of the assets of Covance to a successor corporation or
affiliate of Covance, neither party shall have the right to assign its
obligations, or all or any portion of its rights or interests under this
Agreement without the prior written consent of the other party hereto.

13. Governing Law and Forum. This Agreement is made and entered into
and is to be governed by and construed in accordance with the laws of the State
of New Jersey. Mr. Kraft and Covance agree that the sole and exclusive forum for
any disputes between them shall be the United States District Court or the New
Jersey Superior Court sitting in and for Mercer County, New Jersey, and the
parties expressly consent to the jurisdiction of said courts for the
adjudication of any such disputes.

14. Indemnification. Covance shall indemnify Mr. Kraft against any and
all losses, claims, damages, penalties, judgments, liabilities and expenses,
including but not limited to reasonable attorneys153 fees and other expenses of
litigation and any pre-litigation investigation (herein, “Liabilities”) which
Mr. Kraft may pay, incur or become subject to arising out of Mr. Kraft153s
performance of services pursuant to this Agreement, unless such Liabilities
arise out of the negligence or intentional misconduct of Mr. Kraft; and
correspondingly, Mr. Kraft shall indemnify Covance against any and all such
Liabilities which Covance may pay, incur or become subject to arising out of Mr.
Kraft153s performance of services under this Agreement, to the extent that such
Liabilities arise out of the negligence or intentional misconduct of Mr. Kraft.

15. Notices. Every notice to any party given pursuant to this
Agreement shall be in writing and shall be given in person, by nationally
recognized overnight courier delivery service (providing proof of delivery) or
by facsimile with electronic confirmation of delivery (with a hard copy
delivered by such an overnight courier), addressed to the addresses for each
party first set forth below. Any such address may be changed by any party by
notice to the other party. Any notice shall be deemed delivered and effective
(I) upon receipt, if given in person, (ii) upon the next Business Day following
dispatch if sent by such overnight service, and (iii) upon completion of
facsimile transmission if sent by facsimile. “Business Day” shall mean every day
except Saturdays, Sundays and days on which banks in the State of New Jersey are
required or authorized to be closed.

If to Mr. Kraft:	Mr. Donald Kraft
	31 Lake Baldwin Drive
	Pennington, NJ 08534
If to Covance:	Chief Executive Officer
	Covance Inc.
	210 Carnegie Center
	Princeton, NJ 08540

The addresses for the purpose of this Paragraph may be changed only by giving
written notice of such change in the manner provided herein for giving notices.

16. Waiver. The failure of either party at any time to require
performance by the other party of any provision hereof shall not affect in any
way the full right to require such performance at any time thereafter, nor shall
a waiver by either party of a breach of any provision hereof be taken or held to
be a waiver of future performance under the provision itself.

17. Captions. The captions of the Paragraphs herein are inserted as a
matter of convenience only and in no way define, limit, or describe the scope of
this Agreement or any provisions hereof.

18. Entire Agreement. This Agreement sets forth the entire agreement
and understanding between the parties hereto as to the subject matter hereof.
This Agreement may be amended only by a written instrument signed by both
parties hereto making specific reference to this Agreement and expressing the
plan or intention to modify it.

19. Expenses. Covance will reimburse Mr. Kraft for reasonable
out-of-pocket expenses incurred by Mr. Kraft, provided such expenses are
approved in advance by the Contact.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above set forth.

MR. KRAFT:		COVANCE INC.
/s/ Donald Kraft		/s/ Joseph Herring
By: Donald Kraft		By:	Joseph Herring
		Title:	Chief Executive Officer