Neoforma Special Committee

Confidential Presentation Materials Prepared For: **

August 5, 2005

Regarding

Project LeapFrog

Exhibit (c)(4)

Confidential Treatment Requested. Certain portions of this document have been omitted pursuant to a request for

confidential treatment and, where applicable, have been marked with an asterisk to denote where omissions have

been made. The confidential material has been filed separately with the Securities and Exchange Commission.

CONFIDENTIAL

Table of Contents

Presentation to Neoforma Special Committee

1.  Review of Final Bids

2.  Preliminary Valuation

Appendix

Review of Final Bids

CONFIDENTIAL

1

Review of Final Bids

Key Economic Terms

____________________

(1)

Price paid on 1 million VUN shares.

(2)

Based

on

fully-diluted

share

count

of

20.7mm

shares

less

10.7mm

shares

owned

by

VUN.

(3)

Revenue and EBITDA multiples based on fully- diluted share count of 20.7mm shares less net cash of $35mm.

(2)

(3)

GHX

**

Equity

$207.29

$160.65

Price Per Share to:

EV

$172.32

$125.68

Public Shareholders

VUN

Total Value to:

Public Shareholders

$100 million

$77 million

VUN

$10 million

$30 million

Other VUN Consideration:

21% ownership in proforma

GHX

—

(2 Board Seats)

Premium Analysis:

Current

1 Month

3 Month

6 Month

1 Year

Results

Implied Multiples

Implied Multiples

Implied Multiples   :

Research

Management

Research

Management

Research

Management

2005E Revenue

$73.5

$73.6

2.3x

2.3x

1.7x

1.7x

2005E EBITDA

$16.2

$15.6

10.6x

11.1x

7.8x

8.1x

2005E P/E

$0.81

$0.78

12.3x

12.8x

9.5x

9.9x

44.9%

35.7%

26.5%

$7.75

$2.75

2.6%

10.2%

12.3%

5.2%

(2.0%)

$10.00

$10.00

32.5%

42.3%

$7.37

$7.91

Average Price

$7.55

$7.03

$6.90

(1)

** Confidential treatment requested.

CONFIDENTIAL

2

Review of Final Bids (Cont’d)

Implied Multiples Matrix –

Offer at $10.00 per share

____________________

Note: “NM”

means negative or greater than 50.0x.

(1)

Revenue and EBITDA multiples based on fully- diluted share count of 20.7mm shares less net cash of $35mm.

$37mm

$40mm

$45mm

$50mm

$55mm

$61mm

2006E Revenue

$54.0

$57.0

$62.0

$67.0

$72.0

$78.0

2006E EBITDA

$3.7

$6.7

$11.7

$16.7

$21.7

$27.7

2006E Net Income

($11.3)

($8.3)

($3.3)

$1.7

$6.7

$12.7

2006E Revenue

3.2x

3.0x

2.8x

2.6x

2.4x

2.2x

2006E EBITDA

47.1x

25.9x

14.8x

10.3x

8.0x

6.2x

2006E Net Income

NM

NM

NM

NM

30.9x

16.3x

Assumed Annual Outsourcing Agreement Fee

Results

Implied Multiples

(1)

CONFIDENTIAL

3

Review of Final Bids (Cont’d)

Key Outsourcing Agreement (OA) Terms

____________________

(1)

Comprised of a $10mm fixed annual fee plus a fee based on gross transaction volume.

** Confidential treatment requested.

**

CONFIDENTIAL

4

Review of Final Bids (Cont’d)

Other Transaction Terms

** Confidential treatment requested.

**

Preliminary Valuation

CONFIDENTIAL

5

Preliminary Valuation

We have analyzed three primary scenarios with respect to the Outsourcing Agreement

Scenario

1:

Contract

Terminated

in

2010

–

The OA is assumed to remain in place, but is not extended at its termination in 2010

Scenario

2:

Contract

Extended

through

2015

–

The OA is renegotiated effective January 2006, and is assumed to be extended

through

2015; OA is not extended beyond this point

Scenario

3:

Contract

Renewed

in

Perpetuity

–

The OA is renegotiated effective January 2006  and is assumed to be extended in

perpetuity

For each of these scenarios, we have looked at the sensitivity to changes in the assumed annual

OA fee ranging from $37mm to $61mm

The cost structure is assumed to remain unchanged from its current Base Case levels –

a $1mm

reduction in OA fee results in a $1mm reduction in EBITDA

Scenario Analysis

CONFIDENTIAL

6

Preliminary Valuation

Key Model Assumptions

2005E –

2008E projections per management

Includes effect of Project Modesto cost savings initiatives (no reduction in public

company costs) as follows:

2009E –

2010E projections are based on the following assumptions:

NSG revenues are projected using a 20% growth rate

Consolidated EBITDA margin assumed to remain flat to 2008E level

No cash taxes due to utilization of NOLs

Capital expenditures projected at 4.0% of sales (based on 2006E –

2008E average)

For analysis of Scenario 2, we have extended projections through

2015

NSG revenues are projected using a 10% growth rate

For Scenarios 1 and 2, Perpetuity Value is derived entirely from

NSG business

NSG EBITDA margin assumed to be 10.0%; business burdened by entire corporate

overhead and public company costs

Base Case Projections

2006

2007

2008

Impact of Savings Initiatives

$8,090

$12,898

$13,138

CONFIDENTIAL

7

Preliminary Valuation

Projected

Income

Statement

–

Base

Case

(Amounts in Thousands, Except Per Share Data)

Fiscal Year Ended

CAGR

CAGR

2005E

2006E

2007E

2008E

2009E

2010E

'03 - '05

'05 - '10

Adjusted Revenue

Related Party

$61,522

$61,305

$61,204

$61,106

$61,106

$61,106

(6.3%)

(0.1%)

Y-o-Y growth %

(0.4%)

(0.4%)

(0.2%)

(0.2%)

0.0%

0.0%

Non-Related Party

12,064

17,025

22,814

31,245

37,494

44,993

8.6%

30.1%

Y-o-Y growth %

(4.7%)

41.1%

34.0%

37.0%

20.0%

20.0%

Total Adjusted Revenue

73,586

78,330

84,018

92,351

98,600

106,099

(4.2%)

7.6%

Gross Operating Expense

61,484

63,384

69,090

73,250

77,499

82,863

2.0%

6.1%

Impact of Potential Savings Initiatives

0

8,090

12,898

13,138

13,311

13,793

Capitalized SW Development Costs

3,464

4,925

5,910

5,910

6,310

6,790

EBITDA

15,566

27,961

33,736

38,148

40,722

43,819

(14.3%)

23.0%

Margin %

21.2%

35.7%

40.2%

41.3%

41.3%

41.3%

CONFIDENTIAL

Valuation based on Discounted Cash Flow analysis, including sensitivity to changes in the OA revenue

Terminal Value calculated using two methods

Blended Perpetuity growth rate of 3.0% to 5.0%

LTM EBITDA exit multiple of 9.0x to 11.0x

Discount rate range of 13.0% to 15.0%

Cash flows throughout are not tax-effected due to utilization of NOL

8

Preliminary Valuation

Valuation Methodology

Indicative Cash Flows –

$61mm OA Fee

Fiscal Year Ended

2005

2006

2007

2008

2009

2010

Revenue

$73.6

$78.3

$84.0

$92.4

$98.6

$106.1

   Y-o-Y growth %

(1.2%)

6.4%

7.3%

9.9%

6.8%

7.6%

EBITDA

$15.6

$28.0

$33.7

$38.1

$40.7

$43.8

   Margin %

21.2%

35.7%

40.2%

41.3%

41.3%

41.3%

Less: changes in working capital

0.6

(0.2)

0.0

(1.8)

(1.8)

(1.8)

Less: capital expenditure

(4.3)

(3.0)

(5.0)

(3.0)

(3.9)

(4.2)

Capitalization of SW Development

(3.5)

(4.9)

(5.9)

(5.9)

(6.3)

(6.8)

Unlevered Free Cash Flow

$8.3

$19.9

$22.9

$27.4

$28.7

$31.0

Free Cash Flow Growth Rate

35.4%

138.2%

15.0%

19.9%

4.5%

8.1%

CONFIDENTIAL

9

Discounted

Cash

Flow

–

Sensitivity

Analysis

Preliminary Valuation

Scenario 1 –

Contract Terminated in 2010

____________________

(1)     Equity

Value

=

Enterprise

Value

+

Net

Cash

–

Severance

and

other

one-time

costs

of

$8mm.

Midpoint of 3.0% to 5.0% Growth Rate

5.8

$37.0

$45.0

$50.0

$55.0

$61.0

13.0%

2.33

3.54

4.30

5.06

5.97

14.0%

2.21

3.40

4.14

4.89

5.78

15.0%

2.12

3.28

4.01

4.74

5.61

Value Per Share -

Perpetuity Method

(1)

Novation

Annual Revenue -

'06 and forward

Midpoint of 9x to 11x LTM EBITDA Multiple

6.1

$37.0

$45.0

$50.0

$55.0

$61.0

13.0%

2.60

3.81

4.57

5.33

6.24

14.0%

2.55

3.74

4.48

5.22

6.12

15.0%

2.51

3.67

4.40

5.13

6.00

Value Per Share -

EBITDA Method

(1)

Novation

Annual Revenue -

'06 and forward

CONFIDENTIAL

10

Discounted

Cash

Flow

–

Sensitivity

Analysis

Preliminary Valuation

____________________

(1)     Equity

Value

=

Enterprise

Value

+

Net

Cash

–

Severance

and

other

one-time

costs

of

$8mm.

Scenario 2 –

Contract Extended through 2015

Midpoint of 3.0% to 5.0% Growth Rate

9.7

$37.0

$45.0

$50.0

$55.0

$61.0

13.0%

3.78

5.89

7.22

8.54

10.13

14.0%

3.54

5.58

6.85

8.12

9.65

15.0%

3.35

5.31

6.53

7.76

9.23

Value Per Share -

Perpetuity Method

(1)

Novation

Annual Revenue -

'06 and forward

Midpoint of 9x to 11x LTM EBITDA Multiple

9.9

$37.0

$45.0

$50.0

$55.0

$61.0

13.0%

3.92

6.03

7.36

8.68

10.27

14.0%

3.75

5.78

7.06

8.33

9.86

15.0%

3.59

5.55

6.78

8.00

9.47

Value Per Share -

EBITDA Method

(1)

Novation

Annual Revenue -

'06 and forward

CONFIDENTIAL

11

Discounted

Cash

Flow

–

Sensitivity

Analysis

Preliminary Valuation

____________________

(1)     Equity

Value

=

Enterprise

Value

+

Net

Cash

–

Severance

and

other

one-time

costs

of

$8mm.

Scenario 3 –

Contract Renewed in Perpetuity

Midpoint of 3.0% to 5.0% Growth Rate

13.5

$37.0

$45.0

$50.0

$55.0

$61.0

13.0%

3.87

7.54

9.84

12.13

14.89

14.0%

3.58

6.89

8.96

11.03

13.52

15.0%

3.34

6.36

8.25

10.14

12.40

Value

Per

Share

-

Perpetuity

Method

(1)

Novation

Annual

Revenue

-

'06

and

forward

Midpoint of 9x to 11x LTM EBITDA Multiple

16.3

$37.0

$45.0

$50.0

$55.0

$61.0

13.0%

6.80

10.16

12.27

14.37

16.89

14.0%

6.56

9.80

11.82

13.85

16.27

15.0%

6.33

9.45

11.40

13.35

15.69

Value

Per

Share

-

EBITDA

Method

(1)

Novation

Annual

Revenue

-

'06

and

forward

Appendix

CONFIDENTIAL

12

Appendix

WACC Calculation

(1) Adjusted betas. Source: The Merrill Lynch Beta Book as of July 2005

(2) Unlevered Beta = (Levered Beta/(1 + ((1 - Tax Rate) * Debt/Equity)).  Assumes Beta of debt equals zero

(3) Unlevered Return = (Estimated Future Risk Free Rate + (Unlevered Beta * Risk Premium))

(4) Levered Cost of Equity = (Estimated Future Risk Free Rate + (Levered Beta * Risk Premium))

(5) WACC = ((Debt/Capitalization * (Cost of Debt * (1 - Tax Rate))) + (Equity/Capitalization * Levered Cost of Equity))

(Amounts in Millions, Except Per Share Data)

Comparable

Levered

Marginal

Equity

Debt to

Unlevered

Levered

Unlevered

Companies

Beta

(1)

Tax Rate

Debt

Market Value

Equity

Beta

(2)

Return

Return

(3)

Lawson Software (LWSN)

1.57

35.0%

1.3

546.3

0.2%

1.57

14.9%

14.9%

Omnicell (OMCL)

1.31

35.0%

5.8

213.4

2.7%

1.29

13.1%

13.0%

Allscripts (MDRX)

1.46

35.0%

82.5

680.6

12.1%

1.35

14.2%

13.4%

Per-Se Technologies (PSTI)

0.94

35.0%

125.6

677.1

18.6%

0.84

10.6%

9.9%

Trizetto Group (TZIX)

1.26

35.0%

30.8

624.5

4.9%

1.22

12.8%

12.5%

Average

1.31

35.0%

7.7%

1.25

13.1%

12.7%

Leapfrog

1.240

35.0%

0.0

158.5

0.0%

1.24

12.7%

12.7%

Levered Cost of Equity

(4)

Macroeconomic

Unlevered Beta's

Assumptions

Debt/Equity

1.17

1.21

1.24

1.28

1.31

Risk Free Rate

4.1%

0.0%

12.2%

12.4%

12.7%

12.9%

13.1%

Risk Premium

6.9%

0.0%

12.2%

12.4%

12.7%

12.9%

13.1%

Estimated Market Return

11.0%

0.0%

12.2%

12.4%

12.7%

12.9%

13.1%

3.9%

12.4%

12.6%

12.9%

13.1%

13.4%

7.7%

12.6%

12.8%

13.1%

13.3%

13.6%

Capital Structure

WACC

(5)

Debt to

Equity to

Cost

Unlevered Beta's

Capitalization

Capitalization

   of Debt  

Debt Equity

1.17

1.21

1.24

1.28

1.31

0.0%

100.0%

9.0%

0.0%

12.2%

12.4%

12.7%

12.9%

13.1%

0.0%

100.0%

9.5%

0.0%

12.2%

12.4%

12.7%

12.9%

13.1%

0.0%

100.0%

10.0%

0.0%

12.2%

12.4%

12.7%

12.9%

13.1%

3.7%

96.3%

10.5%

3.9%

12.2%

12.4%

12.6%

12.9%

13.1%

7.2%

92.8%

11.0%

7.7%

12.2%

12.4%

12.7%

12.9%

13.1%