8-K

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) May 16, 2003

DENDRITE INTERNATIONAL, INC.

_________________

(Exact Name of Registrant as Specified in Charter)

New Jersey 0-26138 22-2786386

(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

1200 Mount Kemble Avenue, Morristown, New Jersey 07960-6767

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (973) 425-1200

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5. Other Events

On May 16, 2003, Dendrite International Inc. (“Dendrite”) and Amgis Acquisition Co. (“Purchaser”), a Delaware corporation and wholly-owned subsidiary of Dendrite, entered into Amendment No. 1 (the “Amendment”) to the Agreement and Plan of Merger (the “Merger Agreement”), dated May 9, 2003, with Synavant Inc., a Delaware corporation (“Synavant”). The Amendment, among other things, increased the offer price of the tender offer by the Purchaser, to purchase for cash all of the outstanding shares of common stock, par value $0.01 per share, of Synavant (the “Shares”), from $2.83 to $3.22.

On May 16, 2003, Dendrite and Synavant executed a Secured Promissory Note (the “Promissory Note”) pursuant to which Synavant may receive as a bridge loan of up to $15,000,000 from Dendrite.

The Amendment is filed herewith as Exhibit 99.1. The description of the Merger Agreement and Amendment No. 1 set forth above does not purport to be complete and is qualified in its entirety by reference to the provisions of such agreement.

The Promissory Note is filed herewith as Exhibit 99.2. The description of the Promissory Note set forth above does not purport to be complete and is qualified in its entirety by reference to the provisions of the Promissory Note.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

    (c)        Exhibits.

Exhibit No.	Description
99.1	Amendment No. 1 to the Merger Agreement, dated May 16, 2003, by and among Synavant Inc., Dendrite International, Inc. and Amgis Acquisition Co.
99.2	Secured Promissory Note, dated May 16, 2003, by and between Dendrite International, Inc. and Synavant Inc.

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SIGNATURE

        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.

Dated:  May 20, 2003

DENDRITE INTERNATIONAL, INC.


By: /S/ KATHLEEN E. DONOVAN
——————————————
Name:   Kathleen E. Donovan
Title:     Senior Vice President and
              Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Amendment No. 1 to the Merger Agreement, dated May 16, 2003, by and among Synavant Inc., Dendrite International, Inc. and Amgis Acquisition Co.
99.2	Secured Promissory Note, dated May 16, 2003, by and between Dendrite International, Inc. and Synavant Inc.

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EX-99.1

AMENDMENT NO. 1 TO MERGER AGREEMENT

        This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of May 16, 2003, by and among DENDRITE INTERNATIONAL, INC., a New Jersey corporation (“Parent”), AMGIS ACQUISITION CO., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and SYNAVANT INC., a Delaware corporation (the “Company”).

              WHEREAS, the parties hereto entered into an Agreement and Plan of Merger dated as of May 9, 2003 (the “Merger Agreement”);

              WHEREAS, the parties desire to amend the terms of the Merger Agreement.

              NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth in this Amendment, the parties hereby agree as follows (capitalized terms contained herein have the meanings set forth in the Merger Agreement):

              Section 1.   Section 1.1 of the Merger Agreement is hereby amended to add the following definition thereto in the proper alphabetical order:

         “Dendrite Loan” shall mean the loan under the Secured Promissory Note, dated as of May 16, 2003, from the Company to Parent.”

         “HSR Act”shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.”

              Section 2.   Section 2.1(a) of the Merger Agreement is hereby amended by deleting the words “a price of $2.83 per Share” appearing therein and substituting in lieu thereof the words “a price of $3.22 per Share”.

              Section 3.   Section 2.1(c) of the Merger Agreement is hereby replaced by the following:

         “(c)   Without the prior written consent of the Company, Purchaser shall not extend the expiration date of the Offer beyond the initial expiration date of the Offer (which shall be the 20th business day after commencement of the Offer), except (A) as required by applicable law, (B) that if, immediately prior to the expiration date of the Offer (as it may be extended at such time), the Shares tendered and not withdrawn pursuant to the Offer constitute less than 90% of the outstanding Shares, Purchaser may, in its sole discretion, on one occasion, extend the Offer for a period not to exceed an aggregate of ten business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer, or (C) that if any condition to the Offer has not been satisfied or waived, Purchaser may, in its sole discretion, extend the expiration date of the Offer (as it may be extended at such time) for one or more periods but no later than August 1, 2003 without the Company’s prior written consent; provided that (1) if requested by the Company, the Purchaser shall, on two occasions, extend the expiration date of the Offer (as it may be extended at such time) for a period not to exceed an aggregate of ten Business Days, if any condition to the Offer has not been satisfied or waived, (2) if on the scheduled expiration date of the Offer (as it may be extended at such time), the condition to the Offer set forth in paragraph (a) of Exhibit B has not been satisfied or waived or any Governmental Authority has requested that the transactions contemplated hereby not be consummated, Purchaser shall be obligated to extend the expiration date of the Offer for a minimum of 30 days on a consecutive basis until the Termination Date and (3) the expiration date of the Offer may be extended in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC.”

              Section 4.   Section 5.1(d)(ii) of the Merger Agreement is hereby replaced by the following:

         “(ii)        require any consent or approval of, or material filing with or notice to, any Governmental Authority under any provision of Law applicable to the Company or any of its Subsidiaries, except for (A) any applicable requirements of the HSR Act, (B) any applicable requirements of any non-U.S. antitrust, competition, merger or investment control or other pre-merger statutes or regulations (“Non-U.S. Merger Control Regulations”), (C) any applicable provisions of the DGCL requiring Stockholder Approval of the transactions contemplated hereby, (D) the Exchange Act and (E) any consent, approval, filing or notice requirement which becomes applicable solely as a result of the status or involvement of Parent or its Affiliates or which Parent or its Affiliates are otherwise required to obtain;"

              Section 5.   Section 5.2(d)(ii) of the Merger Agreement is hereby replaced by the following:

         “(ii)        require any consent or approval of, or material filing with or notice to, any Governmental Authority under any provision of Law applicable to Parent or Purchaser, except for (A) any applicable requirements of the HSR Act, (B) any applicable requirements of Non-U.S. Merger Control Regulations, and (C) any consent, approval, filing or notice requirement which becomes applicable solely as a result of the status or involvement of the Company or which the Company is otherwise required to obtain;"

              Section 6.   Section 6.4 of the Merger Agreement is hereby replaced by the following:

         “(a)       Each party hereto shall (i) make the filings required of it or any of its Affiliates under the HSR Act in connection with this Agreement and the transactions contemplated hereby as soon as practicable, but in any event no later than May 28, 2003, or as soon thereafter as reasonably possible, (ii) make all pre-merger filings (if any) required of it or any of its Affiliates under any applicable Non-U.S. Merger Control Regulations in connection with this Agreement and the transactions contemplated hereby as soon as practicable, but in any event no later than fifteen calendar days following the date hereof, or as soon thereafter as practicable, (iii) comply at the earliest practicable date and after consultation with the other parties hereto with any request for additional information or documentary material received by it or any of its Affiliates from any applicable Governmental Authority, (iv) cooperate with one another in connection with any filing under the HSR Act and any applicable Non-U.S. Merger Control Regulations, and in connection with resolving any investigation or other inquiry concerning the transactions contemplated by this Agreement initiated by any Governmental Authority and (v) use its best efforts to secure the termination of any waiting periods (including without limitation under the HSR Act), and the receipt of any clearances, approvals or confirmations from Governmental Authorities under the HSR Act and under any applicable Non-U.S. Merger Control Regulations in order to permit the consummation of the transactions contemplated hereby at the earliest possible date but in no event later than the Termination Date. For purposes of this Section 6.4, without limiting the foregoing, best efforts shall include the following: (A) proffer by Parent of its willingness to agree to sell or otherwise dispose of, and its agreement to sell or otherwise dispose of, any and all of the businesses or assets of it or its Subsidiaries or Affiliates or of the Company or its Subsidiaries, (B) Parent’s proffer and acceptance of an agreement to hold the Company or any Subsidiary of it or the Company or asset separate, and/or (C) Parent’s agreement to amend or terminate such existing relationships, contractual rights and obligations, licenses and other intellectual property agreements (other than a termination that would result in a breach of a contractual obligation, license or intellectual property agreement with a third party), and, in each case, to enter into such new contracts, licenses and other intellectual property agreements (and, in each case, to enter into agreements with the relevant Governmental Authorities giving effect thereto), as may be required in any Proceeding, whether judicial or administrative, and whether required by any applicable Governmental Authority in connection with the transactions contemplated by this Agreement or any other agreement contemplated hereby. Each party hereto shall promptly inform the other parties of any material communication made to, or received by such party from, the FTC, the Antitrust Division, the European Commission or any other Governmental Authority regarding any of the transactions contemplated hereby. The filing fees assessed under the HSR Act and any applicable Non-U.S. Merger Control Regulations worldwide shall be paid by Parent.

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         (b)       Subject to the terms and conditions of this Agreement, each of the parties hereto agrees to use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to consummate and make effective the transactions contemplated by this Agreement, including using its best efforts: (i) to obtain, in addition to securing the approvals and termination of any waiting periods discussed in Section 6.4(a), any Licenses and Permits as are required in connection with the consummation of the transactions contemplated hereby; (ii) to effect, in addition to filings discussed in Section 6.4(a), all other necessary registrations and filings; (iii) to defend, resolve or settle any lawsuits or other legal proceedings, whether judicial or administrative, whether brought by private parties or Governmental Authorities or officials, challenging this Agreement or the consummation of any other transactions contemplated hereby; provided, that, the Company shall not be required to comply with this Section 6.4, including this clause (iii), with respect to any lawsuit or other legal proceedings brought by Cegedim or any of its Affiliates or any stockholder of the Company; (iv) to prevent the entry, enactment or promulgation of any threatened or pending Order that would adversely affect the ability of any party to this Agreement to consummate the transactions contemplated hereby or thereby, including the appeal thereof and the posting of a bond; provided, that, the Company shall not be required to comply with this Section 6.4(b), including this clause (iv), with respect to any such Order which are the result of any action or Proceeding brought by Cegedim or any of its Affiliates or any stockholder of the Company; (v) to furnish to each other such information and assistance and to consult with respect to the terms of any registration, filing, application or undertaking as may be reasonably requested in connection with the foregoing; and (vi) to amend this Agreement and take any related actions to change the method with which Parent acquires the Company, including without limitation, terminating the Offer and conducting a merger under Section 251 of the DGCL. Notwithstanding the provisos contained in clauses (iii) and (iv) of the preceding sentence, the Company shall reasonably cooperate with Parent and Purchaser in connection with any of the matters referred to in such provisos.”

              Section 7.   Section 8.1(b) of the Merger Agreement is hereby replaced by the following:

         “(b)        By either the Company or Parent if the consummation of the Offer shall not have occurred on or before October 1, 2003 (as extended by the proviso below, the “Termination Date”); provided, however, that (i) the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the primary cause of the failure of such consummation to occur on or before such date and (ii) if the consummation of the Offer shall not have occurred on or before October 1, 2003 because of the failure of the condition set forth in paragraph (a) of Exhibit B to be satisfied or waived or because any Governmental Authority has requested that the transactions contemplated hereby not be consummated and Parent and the Company agree to such request, then, at the Company’s or Parent’s election, the Termination Date shall be extended to December 31, 2003;"

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               Section 8.   The Merger Agreement is hereby amended by adding the following text as new Section 8.2(d):

         “(d)     The Company may not exercise the termination right under Section 8.1(e) of this Agreement unless the Company (i) simultaneously pays to Parent all amounts outstanding under the Dendrite Loan and (ii) reasonably demonstrates that it has at such time an aggregate amount of availability under one or more credit facilities or other loans which combined total at least $4 million in available funds after the payment of all the amounts payable by the Company to Parent under this Agreement and the Dendrite Loan.”

               Section 9.   Paragraph (b) of Exhibit B to the Merger Agreement is hereby replaced by the following:

         “(b)     (i) the representations and warranties of the Company contained in the Agreement shall not have been true and correct when made as of the date of the Agreement, except in each case for the failure of any such representation or warranty to be true and correct which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) any such inaccuracy has not been cured; or”

              Section 10.   The items set forth on Exhibit A attached hereto shall be deemed included in each section of the Company Disclosure Schedule, in each case, as of the date of the Merger Agreement.

              Section 11.   (a) Except as expressly modified by this Amendment, the Agreement shall remain in full force and effect, and its terms and provisions are hereby ratified and affirmed in all respects. Without limiting the generality of the foregoing, the parties agree that in the event of a conflict between any provision of the Merger Agreement and this Amendment, the provisions of this Amendment shall control.

         (b)        The parties may execute this Amendment in separate counterparts (no one of which need contain the signatures of all parties), each of which will be an original and all of which together will constitute one and the same instrument. Any party may execute this Amendment by facsimile signature, and the other parties will be entitled to rely on such facsimile signature as conclusive evidence that this Amendment has been duly executed by such party.

         (c)        This Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

[SIGNATURE PAGE FOLLOWS]

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              IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized Representative as of the date first above written.

DENDRITE INTERNATIONAL, INC.


By: /S/   JOHN BAILYE
——————————————
Name:    John Bailye
Title:      Chairman and CEO

AMGIS ACQUISITION CO.


By: /S/   CHRISTINE A. PELLIZZARI
——————————————
Name:    Christine A. Pellizzari
Title:      President

SYNAVANT, INC.


By: /S/   WAYNE P. YETTER
——————————————
Name:   Wayne P. Yetter
Title:     Chairman and CEO

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EXHIBIT A

1. Actions (including payment of fees and expenses) relating to obtaining the Waiver Letter, dated April 11, 2003 (the “Waiver Letter”) between the Company and CapitalSource Finance LLC), including alleged defaults or events of default thereunder, and alleged defaults under the Credit Facility relating to alleged errors made in connection with borrowing notices and a waiver of such alleged defaults, with Parent's approval not to be unreasonably withheld.

2. The hiring of a Vice President of Marketing and Customer Relations for the United States IM business with a salary in excess of $100,000.

3. The Company has received oral notice that Siebel intends to terminate the Revised Siebel Alliance Program Master Agreement, effective as of January 1, 2002, between the Company and Siebel.

4. Borrowings under the Secured Promissory Note, dated as of May 16, 2003, from the Company to Parent.

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EX-99.2

SECURED PROMISSORY NOTE

$15,000,000.00 May 16, 2003 

         WHEREAS, SYNAVANT INC., a corporation of the State of Delaware (“Borrower”), DENDRITE INTERNATIONAL, INC. a corporation of the State of New Jersey (“Lender”) and Lender’s wholly-owned subsidiary, Amgis Acquisition Co. (“Amgis”) have entered into an Agreement and Plan of Merger dated as of May 9, 2003, as amended by an Amendment to Merger Agreement, dated May 16, 2003 (as amended, the “Merger Agreement”); and

         WHEREAS, pursuant to the Merger Agreement, Amgis will commence a cash tender offer to purchase all of the issued and outstanding shares of common stock of Borrower and will subsequently be merged with and into Borrower, with Borrower continuing as the surviving corporation in such merger (“Merger”); and

         WHEREAS, Borrower has indicated to Lender a desire for a new funding source to provide liquidity for Borrower in order to help maintain the business of Borrower during the period from the date hereof until the Merger is consummated; and

         WHEREAS, Lender, subject to the terms and conditions of this Promissory Note, is willing to make a bridge loan to Borrower to secure for Lender the continuation of the business of Borrower until the Merger is consummated as contemplated under the Merger Agreement;

NOW, THEREFOR:

         Borrower shall be entitled to make borrowings hereunder by giving Lender prior written notice of each loan requested hereunder, substantially in the form attached hereto as Exhibit A (each a “Borrowing Notice”), specifying the amount, requested date and purpose of each loan and signed by the chief financial officer or controller of Borrower, or such other officer of Borrower as acceptable to Lender. The aggregate principal amount of all loans hereunder outstanding at any given time shall not exceed $15,000,000; provided that, (i) the aggregate principal amount outstanding at any given time prior to June 1, 2003 shall not exceed $6,000,000, and (ii) the aggregate principal amount outstanding at any given time from and including June 1, 2003 through and including June 30, 2003, shall not exceed $9,000,000. Within one business day of the delivery of a Borrowing Notice to the Lender, the Lender unconditionally shall advance the amount of such requested loan, without any offset or counterclaim, to Borrower by wire transfer of immediately available funds to the account of Borrower as Borrower shall designate in the corresponding Borrowing Notice. Any advances hereunder subsequent to the initial advance shall be limited to $1,000,000 in any given day, unless otherwise approved by Lender, which approval shall not be unreasonably withheld. The initial advance hereunder shall be used, among other things, to satisfy all outstanding obligations under and terminate the Revolving Credit and Security Agreement, dated March 31, 2003 between Borrower and certain of its subsidiaries and CapitalSource Finance LLC (the “Credit Agreement”), in each case in accordance with the terms and conditions of the Credit Agreement.

         FOR VALUE RECEIVED, Borrower, unconditionally promises to pay in lawful monies of the United States of America, to the order of Lender, at its office at 1200 Mt. Kemble Avenue, Morristown, NJ 07960-6797 or such other place as the holder hereof may, from time to time, designate in writing the principal amount of all loans outstanding under this Promissory Note together with interest as herein provided.

Principal and interest hereof shall be repaid, without any offset or counterclaim, in one installment on the Maturity Date (as defined below) when the unpaid balance of the principal amount of all loans outstanding and any accrued interest shall be and become immediately due and payable.

Interest on principal hereunder shall be due and payable on the date that principal is due and owing, and shall accrue at a rate of five (5%) per annum from the date hereof until paid in full; provided that any amount of principal (or, to the extent permitted by law, of interest) payable hereunder which is not paid on the Maturity Date shall bear interest payable on demand, from the day when said amount becomes due as aforesaid until it is paid in full, at a rate of eight (8%) per annum.

This Promissory Note shall be terminated and shall become immediately due and payable without notice or demand of any kind, all of which are expressly waived, and Lender shall be entitled to exercise forthwith (to the extent and in such order as Lender may elect, in it sole and absolute discretion) any or all rights and remedies provided for in this Promissory Note, and all other rights and remedies that may otherwise be available to Lender by agreement or at law or in equity if Borrower shall fail to pay any principal or interest owing on this Promissory Note by (i) the Termination Date, as defined under the Merger Agreement, or (ii) the date that the Merger Agreement is terminated for any reason (other than pursuant to Section 8.1(c) (unless the right to terminate under that Section is not available to Borrower), Section 8.1(g) (unless Purchaser has notified Borrower, in writing, in good faith that it intends to close the Merger thereunder and there is a reasonable likelihood that such Merger will occur) or Section 8.1(h) (unless Borrower is in breach of the Merger Agreement) thereunder) or (iii) the date that Borrower shall approve a Superior Proposal (as defined in the Merger Agreement) which has not been submitted by Lender (the earliest of (i), (ii) or (iii) to occur is referred to herein as the “Maturity Date”). Payment on the Maturity Date shall be wire transferred to the account set forth on Exhibit B or such other account as Lender may designate in writing to Borrower.

Borrower may prepay any and all amounts owing hereunder at any time without premium or penalty.

Borrower shall be liable for all costs, charges and expenses, and other sums incurred or advanced by Lender (including reasonable legal fees and disbursements) to collect on the obligations under this Promissory Note after the Maturity Date.

Effective at such time as the principal amount of all loans outstanding under this Promissory Note exceeds $5,000,000, to secure the prompt payment and performance to Lender of all obligations under this Promissory Note, (i) Borrower hereby grants to Lender, a continuing lien and security interest upon and against all of Borrower’s assets, including, without limitation, all accounts, general intangibles, inventory, software and data bases, in each case whether now owned or existing or hereafter created, acquired or arising and wheresoever located, together with all proceeds and products of the foregoing, (ii) Borrower shall execute such UCC-1 financing statements as are required by the Uniform Commercial Code and such other instruments, assignments or documents as are necessary to perfect Lender’s lien and security interest upon any of the collateral and shall take such other reasonable actions as may be required to perfect or to continue the perfection of Lender’s lien and security interest upon the collateral, and (iii) Lender shall be entitled to file, without Borrower’s signature, all necessary or appropriate UCC-1 financing statements, such UCC-1 financing statements to be provided to Borrower in advance of filing for review and comment with regard to being consistent with the above grant of a security interest.

Lender hereby agrees that upon payment in full of all outstanding loans and accrued and unpaid interest hereunder and the termination of this Promissory Note (whether on the Maturity Date or earlier), (i) all obligations of the Borrower hereunder shall be terminated, (ii) all liens granted in connection herewith shall automatically be terminated and have no further effect and rights to collateral shall revert to the Borrower and (iii) Lender shall promptly (but in any event within three business days) execute and file all termination statements and other documents and instruments evidencing such payment and termination, and deliver any collateral held in connection herewith, and take such other actions to effectuate the foregoing as Borrower shall request.

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Presentment for payment, demand, notice of dishonor, protest, notice of protest and all other demands and notices in connection with the delivery, performance and enforcement of this Promissory Note are hereby waived. The provisions of this Promissory Note are binding on the heirs, executors, administrators, assigns and successors of Borrower and shall inure to the benefit of Lender and its successors and assigns.

Borrower represents and warrants that the proceeds of the loan advanced on the dated hereof shall be used solely for the purposes set forth in the corresponding Borrowing Notice and that the proceeds of each loan advanced thereafter under this Promissory Note shall be used solely for the purposes as set forth in the applicable Borrowing Notice.

Borrower shall at reasonable intervals permit agents, representatives and employees of Lender to inspect the books and records of Borrower or any part thereof during normal business hours upon reasonable advance notice.

BORROWER HEREBY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY LITIGATION RELATING TO THIS PROMISSORY NOTE.

This Promissory Note and the provisions herein shall be governed by and construed in accordance with the laws of the State of New York.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned has caused this Promissory Note to be duly executed and delivered as of the 16th day of May, 2003.

AS BORROWER,
SYNAVANT, INC.


By: /S/   WAYNE P. YETTER
——————————————
Name:   Wayne P. Yetter
Title:     Chairman and CEO

AS LENDER,
DENDRITE INTERNATIONAL, INC.


By: /S/   JOHN BAILYE
——————————————
Name:   John Bailye
Title:     Chairman and CEO

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Exhibit A

NOTICE OF BORROWING

Date__________________________________ 

VIA FACSIMILE
Dendrite International, Inc.
Somerset Corporate Center
200 Somerset Corporate Boulevard – 8^th Floor
Bridgewater, NJ 08807
Attention:  Kathy Donovan, CFO, and
                   Brent Cosgrove, VP and Corporate Controller

                   Re:   Request for Borrowing Under Promissory Note

        The undersigned is a duly elected and qualified officer of SYNAVANT Inc., a Delaware corporation (the “Borrower”). This Notice of Borrowing is being delivered to you pursuant to the Promissory Note dated as of May 16, 2003, between the Borrower and Dendrite International, Inc., a New Jersey corporation.

        Please wire transfer the proceeds of the loan to the account indicated below.

Requested Date of Loan:

Amount of loan requested:

Bank Account to Receive Funds:
          (Include proper wire transfer instructions)

Purpose:

Sincerely,

SYNAVANT, INC., as Borrower


By:
——————————————
Name:
Title:

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EXHIBIT B

LENDER’S ACCOUNT FOR PAYMENT AT THE MATURITY DATE

Dendrite International
c/o JP Morgan Chase
1 Chase Plaza
New York, NY 10004
Account #: 910-2726222
ABA #: 021 000 021

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