-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ktb00zRa8d7e7MdMQqOnIdTgAohAI/WyqN0KxhwHdrGPY4qWx3opsSMR22VcuKB8 FJxhNtpWAbmheLYSVF03CA== 0000927796-03-000652.txt : 20030818 0000927796-03-000652.hdr.sgml : 20030818 20030818172102 ACCESSION NUMBER: 0000927796-03-000652 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DENDRITE INTERNATIONAL INC CENTRAL INDEX KEY: 0000880321 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 222786386 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-16379 FILM NUMBER: 03853827 BUSINESS ADDRESS: STREET 1: 1200 MOUNT KEMBLE AVE CITY: MORRISTOWN STATE: NJ ZIP: 07960 BUSINESS PHONE: 2014251200 MAIL ADDRESS: STREET 1: 1200 MOUNT KEMBLE AVE CITY: MORRISTOWN STATE: NJ ZIP: 07960-6797 10-Q/A 1 secondqtr10qa-2003.htm Form 10-Q for the quarterly period ended June 30, 2003

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q/A
(Amendment No. 1)

[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the quarterly period ended June 30, 2003

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the transition period from _ to _

Commission File Number 0-26138

Dendrite International, Inc.

(Exact name of registrant as specified in its charter)

New Jersey

22-2786386

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification No.)

1200 Mount Kemble Avenue
Morristown, NJ 07960
————————————————————
(Address, including zip code, of
principal executive offices)

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act): [ X ]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date: at August 11, 2003 there were 40,419,646 shares of common stock outstanding.

DENDRITE INTERNATIONAL, INC.
INDEX

	PAGE NO.

Explanatory Note		3

ITEM 6. Exhibits and Reports on Form 8-K		4

Signatures		6

Explanatory Note

This Form 10-Q/A amends Item 6 and exhibits 31.1 and 31.2 of the Dendrite International, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed on August 14, 2003, to correct an error made during the EDGARizing of the form of Section 302 Sarbanes-Oxley certifications filed as exhibits 31.1 and 31.2 to the Form 10-Q. The correct form of Section 302 certifications had in fact been executed by the CEO and CFO of the Company at the time the Quarterly Report on Form 10-Q was originally filed on August 14, 2003. However, the EDGARized version of the Form 10-Q mistakenly did not contain the correct form of Section 302 certifications. This amendment also includes Exhibit 10.44 which was listed as an exhibit but was inadvertently omitted from the Form 10-Q in connection with the Northeast power outage on August 14, 2003.

ITEM 6. Exhibits and Reports on Form 8-K

(i) Exhibits

10.39

Distribution Agreement between IMS Health Incorporated and Synavant Inc. dated as of August 31, 2000.

10.40

Amendment to Distribution Agreement between IMS Health Incorporated and Synavant Inc. dated as of June 16, 2003.

10.41

Restated Xponent Data License Agreement between IMS Health Incorporated and Synavant Inc. dated as of April 26, 2001.

10.42

Amendment to Restated Xponent Data License Agreement between IMS Health Incorporated, Synavant Inc. and Dendrite International, Inc. dated as of June 16, 2003.

10.43

Synavant Inc. 2000 Savings Equalization Plan.

10.44

Cross License between IMS Health Incorporated and Synavant Inc. dated as of August 31, 2000.

31.1

Certification of John E. Bailye, Chairman of the Board and Chief Executive Officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a) dated August 13, 2003.

31.2

Certification of Kathleen E. Donovan, Senior Vice President and Chief Financial Officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a) dated August 13, 2003.

31.3

Certification of John E. Bailye, Chairman of the Board and Chief Executive Officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a) dated August 18, 2003.

31.4

Certification of Kathleen E. Donovan, Senior Vice President and Chief Financial Officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a) dated August 18, 2003.

32.1

Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by John E. Bailye, Chairman of the Board and Chief Executive Officer of the Company, and Kathleen E. Donovan, Senior Vice President and Chief Financial Officer of the Company dated August 13, 2003.

32.2

(ii) Reports on Form 8-K

(a)

The Company filed a Current Report on Form 8-K on July 1, 2003, pursuant to “Item 2. Acquisition or Disposition of Assets” and “Item 7. Financial Statements, Pro Forma Financial Information and Exhibits” relating to its acquisition of Synavant Inc.

(b)

The Company filed a Current Report on Form 8-K on June 20, 2003, pursuant to “Item 5. Other Events and Regulation FD Disclosure” and “Item 7. Financial Statements, Pro Forma Financial Information and Exhibits” relating to a credit agreement by and among the Company, certain lenders and JPMorgan Chase Bank.

(c)

The Company filed a Current Report on Form 8-K on May 20, 2003, pursuant to “Item 5. Other Events and Regulation FD Disclosure” and “Item 7. Financial Statements, Pro Forma Financial Information and Exhibits” relating to an amendment to the Agreement and Plan of Merger by and among the Company, Synavant Inc. and Amgis Acquisition Co. and a promissory note by and between the Company and Synavant Inc.

(d)

The Company filed a Current Report on Form 8-K on May 19, 2003, pursuant to “Item 5. Other Events and Regulation FD Disclosure” and “Item 7. Financial Statements, Pro Forma Financial Information and Exhibits” relating to an amendment to the Agreement and Plan of Merger by and among the Company, Synavant Inc. and Amgis Acquisition Co.

(e)

The Company filed a Current Report on Form 8-K on May 12, 2003, pursuant to “Item 5. Other Events and Regulation FD Disclosure” and “Item 7. Financial Statements, Pro Forma Financial Information and Exhibits” relating to the Agreement and Plan of Merger by and among the Company, Synavant Inc. and Amgis Acquisition Co.

(f)

The Company furnished a Current Report on Form 8-K on April 24, 2003, pursuant to “Item 7. Financial Statements, Pro Forma Financial Information and Exhibits,” “Item 9. Regulation FD Disclosure” and “Item 12. Results of Operations and Financial Condition” relating to its financial results for the first quarter of 2003.

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 thereunto duly authorized.

Date: August 18, 2003

By: KATHLEEN E. DONOVAN
——————————————
Kathleen E. Donovan, Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)

EXHIBIT INDEX

Number

Description

10.39

Distribution Agreement between IMS Health Incorporated and Synavant Inc. dated as of August 31, 2000.

10.40

Amendment to Distribution Agreement between IMS Health Incorporated and Synavant Inc. dated as of June 16, 2003.

10.41

Restated Xponent Data License Agreement between IMS Health Incorporated and Synavant Inc. dated as of April 26, 2001.

10.42

Amendment to Restated Xponent Data License Agreement between IMS Health Incorporated, Synavant Inc. and Dendrite International, Inc. dated as of June 16, 2003.

10.43

Synavant Inc. 2000 Savings Equalization Plan.

10.44

Cross License between IMS Health Incorporated and Synavant Inc. dated as of August 31, 2000.

31.1

Certification of John E. Bailye, Chairman of the Board and Chief Executive Officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a) dated August 13, 2003.

31.2

Certification of Kathleen E. Donovan, Senior Vice President and Chief Financial Officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a) dated August 13, 2003.

31.3

Certification of John E. Bailye, Chairman of the Board and Chief Executive Officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a) dated August 18, 2003.

31.4

Certification of Kathleen E. Donovan, Senior Vice President and Chief Financial Officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a) dated August 18, 2003.

32.1

32.2

EX-10.39 3 im_syndistragr.htm ims - synavant distribution agreement

EXECUTION COPY

DISTRIBUTION AGREEMENT

between

IMS HEALTH INCORPORATED

and

SYNAVANT INC.

Dated as of August 31, 2000

TABLE OF CONTENTS	Page
ARTICLE I DEFINITIONS	1


SECTION 1.1	GENERAL	1
SECTION 1.2	REFERENCES; INTERPRETATION	11


ARTICLE II DISTRIBUTION AND OTHER TRANSACTIONS; CERTAIN COVENANTS	11




SECTION 2.1	THE DISTRIBUTION AND OTHER TRANSACTIONS	11
SECTION 2.2	INTERCOMPANY ACCOUNTS AND THIRD PARTY ACCOUNTS	15
SECTION 2.3	CASH BALANCES	16
SECTION 2.4	ASSUMPTION AND SATISFACTION OF LIABILITIES	16
SECTION 2.5	RESIGNATIONS	17
SECTION 2.6	NON-SOLICITATION OF EMPLOYEES	17
SECTION 2.7	FURTHER ASSURANCES	17
SECTION 2.8	LIMITED REPRESENTATIONS OR WARRANTIES	17
SECTION 2.9	GUARANTEES	18
SECTION 2.10	WITNESS SERVICES	18
SECTION 2.11	CERTAIN POST-DISTRIBUTION TRANSACTIONS	18
SECTION 2.12	TRANSFERS NOT EFFECTED PRIOR TO THE DISTRIBUTION;
	TRANSFERS DEEMED EFFECTIVE AS OF THE DISTRIBUTION DATE	20
SECTION 2.13	CONVEYANCING AND ASSUMPTION INSTRUMENTS	20
SECTION 2.14	ANCILLARY AGREEMENTS	20
SECTION 2.15	CORPORATE NAMES	20
SECTION 2.16	JOINT BUSINESS OPPORTUNITIES; NON-COMPETITION;
	PROTECTION OF INFORMATION	21


ARTICLE III INDEMNIFICATION	24


SECTION 3.1	INDEMNIFICATION BY IMS	24
SECTION 3.2	INDEMNIFICATION BY ST	24
SECTION 3.3	PROCEDURES FOR INDEMNIFICATION	24
SECTION 3.4	INDEMNIFICATION PAYMENTS	25


ARTICLE IV ACCESS TO INFORMATION	26


SECTION 4.1	PROVISION OF CORPORATE RECORDS	26
SECTION 4.2	ACCESS TO INFORMATION	26
SECTION 4.3	REIMBURSEMENT; OTHER MATTERS	26
SECTION 4.4	CONFIDENTIALITY	26
SECTION 4.5	PRIVILEGED MATTERS	27
SECTION 4.6	OWNERSHIP OF INFORMATION	28
SECTION 4.7	LIMITATION OF LIABILITY	28
SECTION 4.8	OTHER AGREEMENTS PROVIDING FOR EXCHANGE OF
	INFORMATION	28


ARTICLE V ADMINISTRATIVE SERVICES	29


SECTION 5.1	PERFORMANCE OF SERVICES	29
SECTION 5.2	INDEPENDENCE	29
SECTION 5.3	NON-EXCLUSIVITY	29


ARTICLE VI DISPUTE RESOLUTION	29


SECTION 6.1	NEGOTIATION	29
SECTION 6.2	ARBITRATION	30
SECTION 6.3	CONTINUITY OF SERVICE AND PERFORMANCE	30


ARTICLE VII INSURANCE	31


SECTION 7.1	POLICIES AND RIGHTS INCLUDED WITHIN ASSETS;
	ASSIGNMENT OF POLICIES	31
SECTION 7.2	POST-DISTRIBUTION DATE CLAIMS	31
SECTION 7.3	ADMINISTRATION; OTHER MATTERS	31
SECTION 7.4	AGREEMENT FOR WAIVER OF CONFLICT AND SHARED DEFENSE	32
SECTION 7.5	COOPERATION	32


ARTICLE VIII MISCELLANEOUS	33


SECTION 8.1	COMPLETE AGREEMENT; CONSTRUCTION	33
SECTION 8.2	ANCILLARY AGREEMENTS	33
SECTION 8.3	COUNTERPARTS	33
SECTION 8.4	SURVIVAL OF AGREEMENTS	33
SECTION 8.5	EXPENSES	33
SECTION 8.6	PAYMENTS	33
SECTION 8.7	NOTICES	33
SECTION 8.8	WAIVERS	34
SECTION 8.9	AMENDMENTS	34
SECTION 8.10	ASSIGNMENT	34
SECTION 8.11	SUCCESSORS AND ASSIGNS	34
SECTION 8.12	TERMINATION	34
SECTION 8.13	SUBSIDIARIES	34
SECTION 8.14	THIRD PARTY BENEFICIARIES	35
SECTION 8.15	TITLE AND HEADINGS	35
SECTION 8.16	EXHIBITS AND SCHEDULES	35
SECTION 8.17	GOVERNING LAW	35
SECTION 8.18	CONSENT TO JURISDICTION	35
SECTION 8.19	SEVERABILITY	35

DISTRIBUTION AGREEMENT

This DISTRIBUTION AGREEMENT (this “Agreement”) is dated as of August 31, 2000, by and between IMS HEALTH INCORPORATED, a Delaware corporation (“IMS”), and SYNAVANT INC., a Delaware corporation, and, prior to the Distribution (as defined herein), a wholly-owned subsidiary of IMS (“ST”).

WHEREAS, IMS, acting through the ST Group (as defined herein), currently conducts a number of businesses, including, without limitation, (i) providing automated sales support technologies to the pharmaceutical industry, (ii) providing direct marketing services (the “Clark-O’Neill business”), and (iii) providing direct mail marketing services in Australia (the “Permail business”), and in the past has conducted a number of other businesses through the ST Group or its predecessors which have been discontinued, sold or transferred;

WHEREAS, the Board of Directors of IMS has determined that it is appropriate, desirable and in the best interests of IMS and its businesses, as well as of the holders of shares of common stock, par value $0.01 per share, of IMS (the “IMS Common Stock”), to reorganize IMS to separate from IMS all of the ST Business (as defined herein) and to cause such ST Business to be owned and conducted, directly or indirectly, by ST (the “Spin-Off”);

WHEREAS, in order to effect the Spin-Off, the Board of Directors of IMS has determined that it is appropriate, desirable and in the best interests of IMS and its businesses, as well as of the holders of IMS Common Stock, for IMS (i) to take certain steps to reorganize IMS’ Subsidiaries (as defined herein) and businesses, including, prior to the Distribution, the consummation of the restructuring steps more fully set forth on Exhibit A hereto and (ii) upon the completion of such reorganization to distribute to the holders of IMS Common Stock all the outstanding shares of common stock, par value $0.01 per share, of ST (the “ST Common Shares”), together with the associated Rights (as defined herein), as set forth herein;

WHEREAS, each of IMS and ST has determined that it is necessary and desirable, on or prior to the Distribution Date (as defined herein), to allocate and transfer those assets and to allocate and assign responsibility for those liabilities in respect of the activities of the businesses of such entities and those assets and liabilities in respect of other businesses and activities of IMS and its current and former Subsidiaries and other matters; and

WHEREAS, each of IMS and ST has determined that it is necessary and desirable to set forth the principal corporate transactions required to effect such Distribution and to set forth other agreements that will govern certain other matters following the Distribution.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the parties hereby agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.1 GENERAL. As used in this Agreement, the following terms shall have the following meanings:

(a) “Action” shall mean any action, suit, arbitration, inquiry, proceeding or investigation by or before any court, any governmental or other regulatory or administrative agency, body or commission or any arbitration tribunal.

(b) “Affiliate” shall mean, when used with respect to a specified person, another person that controls, is controlled by, or is under common control with the person specified. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or other interests, by contract or otherwise.

(d) “Agreement” shall have the meaning set forth in the recitals hereto.

(e) “Agreement Disputes” shall have the meaning set forth in Section 6.1.

(f) “allocable portion of Insurance Proceeds” shall have the meaning set forth in Section 7.3(c).

(g) “allocable share of the deductible” shall have the meaning set forth in Section 7.3(d).

(h) “Ancillary Agreements” shall mean all of the written agreements, instruments, assignments or other arrangements (other than this Agreement) entered into in connection with the transactions contemplated hereby, including, without limitation, the Conveyancing and Assumption Instruments, the Employee Benefits Agreement, the Tax Allocation Agreement, the Corporate Services Agreement, the Data and Telecommunications Services Agreement, the Xponent and Pharbase data license agreements, the Shared Transaction Services Agreements and the IMS Bank Guaranty.

(i) “Assets” shall mean assets, properties and rights (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any person, including, without limitation, the following:

(i) all accounting and other books, records and files whether in paper, microfilm, microfiche, computer tape or disc, magnetic tape or any other form;

(ii) all apparatus, computers and other electronic data processing equipment, fixtures, machinery, equipment, furniture, office equipment, automobiles, trucks, aircraft and other transportation equipment, special and general tools, test devices, prototypes and models and other tangible personal property;

(iii) all inventories of materials, parts, raw materials, supplies, work-in-process and finished goods and products;

(iv) all interests in real property of whatever nature, including easements, whether as owner, mortgagee or holder of a Security Interest in real property, lessor, sublessor, lessee, sublessee or otherwise;

(v) all interests in any capital stock or other equity interests of any Subsidiary or any other person, all bonds, notes, debentures or other securities issued by any Subsidiary or any other person, all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other person and all other investments in securities of any person;

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(vi) all license agreements, leases of personal property, open purchase orders for raw materials, supplies, parts or services, unfilled orders for the manufacture and sale of products and other contracts, agreements or commitments;

(vii) all deposits, letters of credit and performance and surety bonds;

(viii) all written technical information, data, specifications, research and development information, engineering drawings, operating and maintenance manuals, and materials and analyses prepared by consultants and other third parties;

(ix) all domestic and foreign patents, copyrights, trade names, trademarks, service marks and registrations and applications for any of the foregoing, mask works, trade secrets, inventions, data bases, other proprietary information and licenses from third persons granting the right to use any of the foregoing;

(x) all computer applications, programs and other software, including operating software, network software, firmware, middleware, design software, design tools, systems documentation and instructions;

(xi) all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence and lists, product literature, artwork, design, development and manufacturing files, vendor and customer drawings, formulations and specifications, quality records and reports and other books, records, studies, surveys, reports, plans and documents;

(xii) all prepaid expenses, trade accounts and other accounts and notes receivable;

(xiii) all rights under contracts or agreements, all claims or rights against any person arising from the ownership of any asset, all rights in connection with any bids or offers and all claims, choses in action or similar rights, whether accrued or contingent;

(xiv) all rights under insurance policies and all rights in the nature of insurance, indemnification or contribution;

(xv) all licenses, permits, approvals and authorizations which have been issued by any Governmental Authority;

(xvi) cash or cash equivalents, bank accounts, lock boxes and other deposit arrangements; and

(xvii) interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements.

(j) “Assignee” shall have the meaning set forth in Section 2.1(f).

(k) “Business Entity” shall mean any corporation, partnership, limited liability company or other entity which may legally hold title to Assets.

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(l) “Claims Administration” shall mean the processing of claims made under the Shared Policies, including, without limitation, the reporting of claims to the insurance carriers and the management of the defense of claims.

(m) “Clark-O’Neill business” shall have the meaning set forth in the recitals hereto.

(n) “Code” shall mean the Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated thereunder, including any successor legislation.

(o) “Commission” shall mean the U.S. Securities and Exchange Commission.

(p) “Conveyancing and Assumption Instruments” shall mean, collectively, the various agreements, instruments and other documents heretofore entered into and to be entered into to effect the transfer of Assets and the assumption of Liabilities in the manner contemplated by this Agreement, or otherwise arising out of or relating to the transactions contemplated by this Agreement, including, but not limited to, by contribution, assignment or sale, which shall be in substantially the forms attached hereto as Schedule 1.1(p) for transfers to be effected pursuant to New York law or the laws of one of the other states of the United States, or, if not appropriate for a given transfer, and for transfers to be effected pursuant to non-U.S. laws, shall be in such other form or forms as the parties agree and as may be required by the laws of such non-U.S. jurisdictions.

(q) “Corporate Services Agreement” shall mean the Corporate Services Agreement by and between IMS and ST, dated as of August 31, 2000.

(r) “CTS” shall mean Cognizant Technologies Solutions Corporation.

(s) “Data Integrator” shall have the meaning set forth in Section 2.16(c).

(t) “Distribution” shall mean the distribution on the Distribution Date to holders of record of shares of IMS Common Stock as of the Distribution Record Date of the ST Common Shares owned by IMS on the basis of one ST Common Share for every 20 outstanding shares of IMS Common Stock.

(u) “Distribution Date” shall mean August 31, 2000.

(v) “Distribution Record Date” shall mean the close of business on July 28, 2000.

(w) “E-Detailing” shall have the meaning set forth in Section 2.16(c).

(x) “Effective Time” shall mean immediately prior to the midnight, New York time, ending the 24-hour period comprising August 31, 2000.

(y) “Employee Benefits Agreement” shall mean the Employee Benefits Agreement by and between IMS and ST, dated as of August 31, 2000.

(z) “Form 10” shall have the meaning set forth in Section 2.1(c).

(aa) “Funded Liabilities” shall have the meaning set forth in Section 2.3(a).

(bb) “Gartner Distribution Agreement” shall mean the Distribution Agreement by and between IMS and the Gartner Group, Inc., dated as of June 17, 1999.

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(cc) “Governmental Authority” shall mean any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

(dd) “IMS” shall have the meaning set forth in the recitals hereto. (ee) “IMS Assets” shall mean, collectively, all the rights and Assets owned or held by IMS or any Subsidiary of IMS immediately prior to the Effective Time, except the ST Assets.

(ff) “IMS Bank Guaranty” shall mean the Guarantee Agreement by and between IMS and SunTrust Bank, dated as of August 11, 2000.

(gg) “IMS Business” shall mean each and every business conducted at any time by IMS or any Subsidiary of IMS prior to the Effective Time, except the ST Business.

(hh) “IMS Common Stock” shall have the meaning set forth in the recitals hereto.

(ii) “IMS Group” shall mean IMS and each person (other than any member of the ST Group) that is a Subsidiary of IMS immediately prior to the Effective Time.

(jj) “IMS Contracts” shall mean all the contracts and agreements to which IMS or any of its Affiliates is a party or by which it or any of its Affiliates is bound immediately prior to the Effective Time, except the ST Contracts.

(kk) “IMS Indemnitees” shall mean IMS, each member of the IMS Group, each of their respective present and former directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing, as well as any present and former directors, officers, employees and agents of IMS prior to the Effective Time and each of their heirs, executors, successors and assigns, except the ST Indemnitees.

(ll) “IMS Liabilities” shall mean collectively, all obligations and Liabilities of IMS or any Subsidiary of IMS immediately prior to the Effective Time, except the ST Liabilities.

(mm) “IMS Policies” shall mean all Policies, current or past, which are owned or maintained by or on behalf of IMS or any Subsidiary of IMS immediately prior to the Effective Time which do not relate to the ST Business and which Policies are either maintained by IMS or a member of the IMS Group or are assignable to IMS or a member of the IMS Group.

(nn) “IMS Retained Businesses” shall have the meaning set forth in Section 2.16.

(oo) “Indemnifiable Losses” shall mean any and all losses, liabilities, claims, damages, demands, costs or expenses (including, without limitation, reasonable attorneys’ fees and any and all out-of-pocket expenses) reasonably incurred in investigating, preparing for or defending against any Actions or potential Actions or in settling any Action or potential Action or in satisfying any judgment, fine or penalty rendered in or resulting from any Action.

(pp) “Indemnifying Party” shall have the meaning set forth in Section 3.3.

(qq) “Indemnitee” shall have the meaning set forth in Section 3.3.

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(rr) “Indemnity and Joint Defense Agreement” shall mean the Indemnity and Joint Defense Agreement dated as of October 28, 1996 by and among Cognizant Corporation, The Dun & Bradstreet Corporation and ACNielsen Corporation.

(ss) “Information Statement” shall mean the Information Statement sent to the holders of shares of IMS Common Stock in connection with the Distribution, including any amendment or supplement thereto.

(tt) “Insurance Administration” shall mean, with respect to each Shared Policy, the accounting for premiums, retrospectively rated premiums, defense costs, indemnity payments, deductibles and retentions, as appropriate, under the terms and conditions of each of the Shared Policies; and the reporting to excess insurance carriers of any losses or claims which may cause the per-occurrence, per-claim or aggregate limits of any Shared Policy to be exceeded, and the distribution of Insurance Proceeds as contemplated by this Agreement.

(uu) “Insurance Proceeds” shall mean those monies (i) received by an insured from an insurance carrier or (ii) paid by an insurance carrier on behalf of an insured, in either case net of any applicable premium adjustment, retrospectively rated premium, deductible, retention, or cost of reserve paid or held by or for the benefit of such insured.

(vv) “Insured Claims” shall mean those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Shared Policies, whether or not subject to deductibles, co-insurance, uncollectibility or retrospectively rated premium adjustments.

(ww) “Intercompany Accounts” shall mean all accounts between IMS and ST and their respective Subsidiaries (as defined herein), including receivables, payables and loans, or any other accounts that may arise, that are not designated as Third Party Accounts (as defined herein).

(xx) “IRI Action” shall mean the complaint filed in the United States District Court for the Southern District of New York on July 29, 1996 by Information Resources, Inc. naming as defendants The Dun & Bradstreet Corporation, A C Nielsen Company and IMS International, Inc.

(yy) “Liabilities” shall mean any and all losses, claims, charges, debts, demands, actions, causes of action, suits, damages, obligations, payments, costs and expenses, sums of money, accounts, reckonings, bonds, specialties, indemnities and similar obligations, exonerations, covenants, contracts, controversies, agreements, promises, doings, omissions, variances, guarantees, make whole agreements and similar obligations, and other liabilities, including all contractual obligations, whether absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, and including those arising under any law, rule, regulation, Action, threatened or contemplated Action (including the costs and expenses of demands, assessments, judgments, settlements and compromises relating thereto and attorneys’ fees and any and all costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any such Actions or threatened or contemplated Actions), order or consent decree of any governmental or other regulatory or administrative agency, body or commission or any award of any arbitrator or mediator of any kind, and those arising under any contract, commitment or undertaking, including those arising under this Agreement or any Ancillary Agreement, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any person.

(zz) “1996 Distribution” shall mean the Distribution described in the 1996 Distribution Agreement.

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(aaa) “1998 Distribution” shall mean the Distribution described in the 1998 Distribution Agreement.

(bbb) “1996 Distribution Agreement” shall mean the Distribution Agreement among Cognizant Corporation, The Dun & Bradstreet Corporation and A C Nielsen Corporation, dated as of October 28, 1996.

(ccc) “1998 Distribution Agreement” shall mean the Distribution Agreement between Cognizant Corporation and IMS Health Incorporated, dated as of June 30, 1998.

(ddd) “Non-U.S. Cash Target” shall have the meaning set forth in Section 2.3(a).

(eee) “person” shall mean any natural person, Business Entity, corporation, business trust, joint venture, association, company, partnership, other entity or government, or any agency or political subdivision thereof.

(fff) “Permail business” shall have the meaning set forth in the recitals hereto.

(ggg) “Policies” shall mean insurance policies and insurance contracts of any kind (other than life and benefits policies or contracts), including, without limitation, primary, excess and umbrella policies, comprehensive general liability policies, director and officer liability, fiduciary liability, automobile, aircraft, property and casualty, workers’ compensation and employee dishonesty insurance policies, bonds and self-insurance and captive insurance company arrangements, together with the rights, benefits and privileges thereunder.

(hhh) “Records” shall have the meaning set forth in Section 4.1.

(iii) “Restricted Period” shall have the meaning set forth in Section 2.16.

(jjj) “Retained Businesses” shall have the meaning set forth in Section 2.16.

(kkk) “Rights” shall have the meaning set forth in Section 2.1(c).

(lll) “Rules” shall have the meaning set forth in Section 6.2.

(mmm) “Security Interest” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever.

(nnn) “Shared Policies” shall mean all Policies, current or past, which are owned or maintained by or on behalf of IMS or any Subsidiary of IMS immediately prior to the Effective Time which relate to the IMS Business and the ST Business.

(ooo) “Shared Transaction Services Agreements” shall mean the Shared Transaction Services Agreement, dated as of August 31, 2000, by and between IMS and ST and the Shared Transaction Services Agreement, dated as of August 31, 2000, or as soon as reasonably practicable thereafter, by and between IMS AG and various non-US subsidiaries of ST.

(ppp) “Spin-Off” shall have the meaning set forth in the recitals hereto.

(qqq) “ST” shall have the meaning set forth in the recitals hereto.

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(rrr) “ST Assets” shall mean:

(i) the ownership interests in those Business Entities listed on Schedule 1.1(rrr)(i);

(ii) any and all Assets that are expressly contemplated by this Agreement, including those on the list of pre-Distribution reorganization transactions attached as Schedule 1.1(rrr)(ii) hereto, or any Ancillary Agreement (or included on any Schedule hereto or thereto) as Assets which have been or are to be transferred to ST or any other member of the ST Group prior to the Effective Time or are to remain with ST or any member of the ST Group subsequent to the Effective Time;

(iii) any Assets reflected on the ST Balance Sheet or the accounting records supporting such balance sheet and any Assets acquired by or for ST or any member of the ST Group subsequent to the date of such balance sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any dispositions of any of such Assets subsequent to the date of such balance sheet;

(iv) subject to Article VII, any rights of any member of the ST Group under any of the Policies, including any rights thereunder arising from and after the Effective Time in respect of any Policies that are occurrence policies; and

(v) any ST Contracts, any rights or claims arising thereunder, and any other rights or claims or contingent rights or claims primarily relating to or arising from any ST Asset or the ST Business.

Notwithstanding the foregoing, the ST Assets shall not in any event include:

(y) any Assets primarily relating to or used in any terminated or divested Business Entity, business or operation formerly owned or managed by or associated with IMS, ST or any ST Business, except for those Assets primarily relating to or used in those Business Entities, businesses or operations listed on Schedule 1.1(rrr)(v)(y); or

(z) any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be transferred or conveyed to any member of the IMS Group, including those Assets listed on Schedule 1.1(rrr)(v) (z).

In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the foregoing provisions, for the purpose of determining what is and is not a ST Asset, any item explicitly included on a Schedule referred to in this Section 1.1(rrr)(v) shall take priority over any inconsistent provisions herein or Annex A or Schedule 1.1(sss) hereto, and clause (y) shall take priority over clause (z) hereof of this Section 1.1(rrr)(v).

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(sss) “ST Balance Sheet” shall mean the combined balance sheet of the ST Group, including the notes thereto, as of June 30, 2000, set forth as Schedule 1.1(sss) hereto.

(ttt) “ST Business” shall mean (i) the businesses conducted by the subsidiaries of ST set forth on Schedule 1.1(ttt)(i) hereto, (ii) the pharmaceutical industry automated sales and marketing support business of IMS Health Strategic Technologies, Inc., a Delaware corporation and wholly owned subsidiary of IMS, and the businesses of certain other foreign subsidiaries of IMS, as set forth on Schedule 1.1(ttt)(ii) hereto, and (iii) the interactive and direct marketing business of IMS, including the Clark-O’Neill business, as set forth on Schedule 1.1(ttt)(iii) hereto.

(uuu) “ST Common Shares” shall have the meaning set forth in the recitals hereto.

(vvv) “ST Contracts” shall mean the following contracts and agreements to which ST or any of its Affiliates is a party or by which it or any of its Affiliates or any of their respective Assets is bound, whether or not in writing, except for any such contract or agreement that is not expressly contemplated to be transferred or assigned to ST, or any other member of the ST Group prior to the Effective Time, or to remain with ST, or any other member of the ST Group subsequent to the Effective Time, pursuant to any provision of this Agreement or any Ancillary Agreement:

(i)

any contracts or agreements listed or described on Schedule 1.1(vvv)(i); (ii)any contract or agreement entered into in the name of, or expressly on behalf of, any division, business unit or member of the ST Group;

(iii)

any contract or agreement that relates primarily to the ST Business;

(iv)

federal, state and local government and other contracts and agreements that are listed or described on Schedule 1.1(vvv)(iv) and any other government contracts or agreements entered into after the date hereof and prior to the Effective Time that relate primarily to the ST Business;

(v)

any contract or agreement representing capital or operating equipment lease obligations reflected on the ST Balance Sheet, including obligations as lessee under those contracts or agreements listed on Schedule 1.1(vvv)(v);

(vi)

any contract or agreement that is otherwise expressly contemplated pursuant to this Agreement or any of the Ancillary Agreements to be transferred or assigned to ST or any member of the ST Group prior to the Effective Time or to remain with ST or any member of the ST Group subsequent to the Effective Time; and

(vii)

any guarantee, indemnity, representation or warranty of any member of the ST Group.

(www) “ST Group” shall mean (i) ST, (ii) Clark-O’Neill, Inc., a New Jersey corporation (“Clark-O’Neill”), and (iii) each Business Entity which is contemplated to become a Subsidiary of ST hereunder prior to the Effective Time, which shall include those identified as such on Schedules 1.1(rrr)(i) (which Schedule shall also indicate the amount of ST’s direct or indirect ownership interest therein) and 1.1(rrr)(ii) hereto.

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(xxx) “ST Indemnitees” shall mean ST, each member of the ST Group, each of their respective present and former directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing.

(yyy) “ST Liabilities” shall mean:

(i)

any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be assumed by ST or any member of the ST Group prior to the Effective Time or to remain with any member of the ST Group subsequent to the Effective Time, and all agreements, obligations and Liabilities of ST or any member of the ST Group under this Agreement or any of the Ancillary Agreements, including those Liabilities set forth on Schedule 1.1(yyy)(i) hereto;

(ii)

all Liabilities (other than Taxes and any employee-related Liabilities subject to the provisions of the Tax Allocation Agreement and the Employee Benefits Agreement, respectively), primarily relating to, arising out of or resulting from:

(A)

the operation of the ST Business, as conducted at any time prior to, on or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such person’s authority));

(B)

any ST Assets;

whether arising before, on or after the Effective Time; and

(iii)

all Liabilities reflected as liabilities or obligations on the ST Balance Sheet or the accounting records supporting such balance sheet, and all Liabilities arising or assumed after the date of such balance sheet which, had they arisen or been assumed on or before such date and been retained as of such date, would have been reflected on such balance sheet, subject to any discharge of such Liabilities subsequent to the date of the ST Balance Sheet.

Notwithstanding the foregoing, the ST Liabilities shall not include:

(x)

any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be assumed by IMS or any member of the IMS Group;

(y)

any Liabilities primarily relating to, arising out of or resulting from any terminated or divested Business Entity, business or operation formerly owned or managed by or associated with IMS or any ST Business except for Liabilities primarily relating to, arising out of or resulting from those Business Entities, businesses or operations listed in Schedule 1.1(yyy)(y); or

(z)

all agreements and obligations of any member of the IMS Group under this Agreement or any of the Ancillary Agreements.

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(zzz) “ST Policies” shall mean all Policies, current or past, which are owned or maintained by or on behalf of ST or any Subsidiary of ST immediately prior to the Effective Time, which do not relate to the IMS Business.

(aaaa) “ST Retained Businesses” shall have the meaning set forth in Section 2.16.

(bbbb) “Subsidiary” shall mean any corporation, partnership or other entity of which another entity (i) owns, directly or indirectly, ownership interests sufficient to elect a majority of the Board of Directors (or persons performing similar functions) (irrespective of whether at the time any other class or classes of ownership interests of such corporation, partnership or other entity shall or might have such voting power upon the occurrence of any contingency) or (ii) is a general partner or an entity performing similar functions (e.g., a trustee).

(cccc) “Tax” shall have the meaning set forth in the Tax Allocation Agreement.

(dddd) “Tax Allocation Agreement” shall mean the Tax Allocation Agreement by and between IMS and ST, dated as of August 31, 2000.

(eeee) “Third Party Accounts” shall mean all accounts between IMS, ST or their respective Subsidiaries on the one hand, and third parties on the other hand, including receivables, payables and loans, or any other accounts that may arise, that are not designated as Intercompany Accounts.

(ffff) “Third Party Claim” shall have the meaning set forth in Section 3.3.

(gggg) “U.S. Cash Target” shall have the meaning set forth in Section 2.3(a).

SECTION 1.2 REFERENCES; INTERPRETATION. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, such Agreement. Unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.

ARTICLE II
DISTRIBUTION AND OTHER TRANSACTIONS; CERTAIN COVENANTS

SECTION 2.1 THE DISTRIBUTION AND OTHER TRANSACTIONS.

(a) CERTAIN TRANSACTIONS. On or prior to the Distribution Date, IMS shall, on behalf of itself and its Subsidiaries, transfer or cause to be transferred to ST or another member of the ST Group, effective prior to or as of the Effective Time, all of IMS’ and its Subsidiaries’ right, title and interest in the ST Assets.

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(b) STOCK DIVIDEND TO IMS. On or prior to the Distribution Date, ST shall issue to IMS as a stock dividend (i) such number of ST Common Shares as will be required to effect the Distribution, as certified by IMS’ stock transfer agent (the “Agent”). In connection therewith IMS shall deliver to ST for cancellation the share certificate held by it representing ST Common Shares and shall receive a new certificate or certificates representing the total number of ST Common Shares to be owned by IMS after giving effect to such stock dividend. Each ST Common Share delivered by ST to IMS shall be validly issued, fully paid and nonassessable and free of any preemptive (or similar) rights.

(c) CHARTERS; BY-LAWS; RIGHTS PLANS. On or prior to the Distribution Date, all necessary actions shall have been taken to provide for the adoption of the form of Certificate of Incorporation and By-laws and the execution and delivery of the form of Rights Agreement, relating to the preferred share purchase rights relating to the ST Common Shares (the “Rights”), filed by ST with the Commission as exhibits to ST’s Registration Statement on Form 10 (the “Form 10”).

(d) DIRECTORS. On or prior to the Distribution Date, IMS, as the sole stockholder of ST, shall have taken all necessary actions on or prior to the Distribution Date to cause the Board of Directors of ST to consist of the individuals identified in the Information Statement as directors of ST.

(e) CERTAIN LICENSES AND PERMITS. Without limiting the generality of the obligations set forth in Section 2.1(a), on or prior to the Distribution Date or as soon as reasonably practicable thereafter:

(i) all transferable licenses, permits and authorizations issued by any Governmental Authority which do not relate primarily to the IMS Business but which are held in the name of IMS or any member of the IMS Group, or in the name of any employee, officer, director, stockholder or agent of IMS or any such member, or otherwise, on behalf of a member of the ST Group shall be duly and validly transferred or caused to be transferred by IMS to the appropriate member of the ST Group; and

(ii) all transferable licenses, permits and authorizations issued by Governmental Authorities which relate primarily to the IMS Business but which are held in the name of any member of the ST Group, or in the name of any employee, officer, director, stockholder, or agent of any such member, or otherwise, on behalf of a member of the IMS Group shall be duly and validly transferred or caused to be transferred by ST to IMS or the appropriate member of the IMS Group.

(f) TRANSFER OF AGREEMENTS. Without limiting the generality of 1the obligations set forth in Section 2.1(a):

(i) IMS hereby agrees that, on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the IMS Group to, assign, transfer and convey to the appropriate member of the ST Group all of IMS’ or such member of the IMS Group’s respective right, title and interest in and to any and all ST Contracts;

(ii) ST hereby agrees that, on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the ST Group to, assign, transfer and convey to IMS or the appropriate member of the IMS Group all of ST’s or such member of the ST Group’s respective right, title and interest in and to any and all IMS Contracts;

(iii) subject to the provisions of this Section 2.1(f), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of both the IMS Business and the ST Business shall be assigned in part so that each party shall be entitled to the rights and benefits inuring to its business under such agreement;

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(iv) the assignee of any agreement assigned, in whole or in part, hereunder (an “Assignee”) shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (f)(iii), such Assignee’s related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution; and

(v) notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits of, and to permit the intended Assignee to assume liabilities under, any such agreement.

(g) CONSENTS. The parties hereto shall use their commercially reasonable efforts to obtain required consents to transfer and/or assignment of licenses, permits and authorizations of Governmental Authorities and of agreements hereunder.

(h) DELIVERY OF SHARES TO AGENT. IMS shall deliver to the Agent the share certificates representing the ST Common Shares issued to IMS by ST pursuant to Section 2.1(b) which are to be distributed to the holders of IMS Common Stock in the Distribution and shall instruct the Agent to distribute, on or as soon as practicable following the Distribution Date, certificates representing such ST Common Shares to holders of record of shares of IMS Common Stock on the Distribution Record Date as further contemplated by the Information Statement and herein. ST shall provide all share certificates that the Agent shall require in order to effect the Distribution.

(i) CERTAIN LIABILITIES. For purposes of this Agreement, including Article III hereof, ST agrees with IMS that:

(i) any and all Liabilities arising from or based upon misstatements in or omissions from the Form 10 filed by ST shall be deemed to be IMS Liabilities and not ST Liabilities.

(ii) except as otherwise provided in this Agreement or the Ancillary Agreements and subject to Section 2.1(k)(i) hereto, any and all Liabilities arising from or related to the spin-off of Cognizant Corporation and ACNielsen Corporation from The Dun & Bradstreet Corporation pursuant to the 1996 Distribution Agreement shall be deemed to be IMS Liabilities and not ST Liabilities.

(iii) except as otherwise provided in this Agreement or the Ancillary Agreements and subject to Section 2.1(k)(ii) hereto, any and all Liabilities arising from or related to the spin-off of IMS from Cognizant Corporation pursuant to the 1998 Distribution Agreement shall be deemed to be IMS Liabilities and not ST Liabilities.

(iv) except as otherwise provided in this Agreement or the Ancillary Agreements, all environmental liabilities, including, without limitation, environmental cleanup costs, fines or penalties, associated with the property located at 195 Danbury Road, Wilton, Connecticut shall be deemed to be IMS Liabilities and not ST Liabilities.

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(v) except as otherwise provided in this Agreement or the Ancillary Agreements, any and all costs associated with Pharbase data protection compliance shall be deemed to be IMS Liabilities and not ST Liabilities.

(vi) except as otherwise provided in this Agreement or the Ancillary Agreements, all liabilities incurred by any party in connection with the agreements between IMS HEALTH, or one of its subsidiaries, and Fabian Normand shall be deemed to be IMS Liabilities and not ST Liabilities.

(vii) except as otherwise provided in this Agreement or the Ancillary Agreements, any Liabilities not specifically allocated to ST pursuant to this Agreement or the Ancillary Agreements shall be deemed to be IMS Liabilities and not ST Liabilities.

(j) CERTAIN CONTINGENCIES. For purposes of this Agreement, including Article III hereof, each of ST and IMS agrees that:

(i) notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, each of IMS and ST shall be liable for a portion of the liabilities related to certain prior business transactions to the extent and in the circumstances described in Schedule 2.1(j)(i), subject to a nine million dollar (US$ 9,000,000) cap on the amount of such liabilities, which amount shall include any liabilities set forth in Section 2.1(j)(ii); and

(ii) any and all Liabilities of IMS under the Indemnity and Joint Defense Agreement or otherwise related to the IRI Action, including legal fees and expenses related thereto, shall be allocated as to 50% to IMS and as to 50% to ST, subject to a nine million dollar (US$ 9,000,000) cap on the amount of such liabilities, which amount shall include any liabilities set forth in Section 2.1(j)(i); PROVIDED, HOWEVER, that ST’s obligation to reimburse IMS shall be triggered by any payments made by IMS and not a determination of liability under the terms of the Indemnity and Joint Defense Agreement.

(k) UNDERTAKINGS OF ST.

(i) On or prior to the Distribution Date, ST will undertake to each of R.H. Donnelly Corporation, formerly known as The Dun & Bradstreet Corporation, and ACNielsen Corporation to be jointly and severally liable for all “Cognizant Liabilities” (as defined in the 1996 Distribution Agreement) under the 1996 Distribution Agreement pursuant to an undertaking substantially in the form of Exhibit 2.1(k)(i) hereto; PROVIDED, HOWEVER, that except as otherwise provided for herein, IMS shall indemnify ST for “Cognizant Liabilities.”

(ii) On or prior to the Distribution Date, ST will undertake to Cognizant Corporation to be jointly and severally liable for all “IMS HEALTH Liabilities” (as defined in the 1998 Distribution Agreement) under the 1998 Distribution Agreement pursuant to an undertaking substantially in the form of Exhibit 2.1(k)(ii) hereto; PROVIDED, HOWEVER, that, except as otherwise provided for herein, IMS shall indemnify ST for “IMS HEALTH Liabilities.”

(l) GARTNER COMMON STOCK TRANSFER.

(i) In connection with the Distribution, IMS will transfer to ST all of its right, title and interest in shares of Class A Gartner Common Stock having a fair market value (based on the arithmetic mean of the high and low prices of such shares as reported on the New York Stock Exchange, Inc. on the last trading day immediately preceding the Distribution) equal to $4,000,000.

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(ii) IMS and ST jointly covenant and agree:

(a) to comply with all of the provisions of Section 2.4(a) of the Gartner Distribution Agreement and to refrain from taking any actions which would violate such provisions; and

(b) that neither party will take any action pursuant to clauses (x) and (y) of Section 2.4(a) of the Gartner Distribution Agreement without first notifying the Chief Financial Officer of the other party, or his respective designee, by or before 9:30 AM on the day a transfer is desired by such notifying party in order to (i) obtain the consent of the notified party to the transfer and (ii) designate the number of shares subject to such transfer. If, upon receipt of the notifying party’s notice, the notified party is also interested in transferring the shares pursuant to Section 2.4(a) of the Gartner Distribution Agreement, the shares subject to transfer will be allocated to each interested party based upon their relative ownership of Gartner Group Securities.

(m) IMS STOCK CONTRIBUTION. On the Distribution Date, IMS shall contribute to ST 22,000 shares of ST Common Stock which, pursuant to the Distribution, equals the conversion of 440,000 shares of IMS Common Stock purchased by IMS in its stock repurchase program into ST Common Stock.

(n) OTHER TRANSACTIONS. On or prior to the Distribution Date, each of IMS and ST shall consummate those other transactions in connection with the Distribution that are contemplated by the Form 10 and Exhibit A hereto, in order to implement the Distribution. After the Distribution Date, each of IMS and ST will exercise good faith commercially reasonable efforts to consummate as promptly as practicable all other transactions which must be consummated in order fully to complete the Distribution and any of the transactions contemplated hereby or by any of the Ancillary Agreements.

SECTION 2.2 INTERCOMPANY ACCOUNTS AND THIRD PARTY ACCOUNTS. (a) All Intercompany Accounts (other than receivables, payables and loans otherwise specifically provided for hereunder or under any Ancillary Agreement or set forth in Schedule 2.2), including, without limitation, in respect of any cash balances, any cash balances representing deposited checks or drafts for which only a provisional credit has been allowed or any cash held in any centralized cash management system between ST, or any member of the ST Group, on the one hand, and IMS or any member of the IMS Group (other than CTS), on the other hand, which exist and are reflected in the accounting records of the relevant parties as of July 31, 2000 and which have not been settled by the Distribution Date (the “Open Accounts”), shall be paid or settled concurrently with the payments set forth in Section 2.3(f).

(b) In connection with the Distribution, members of the IMS Group and members of the ST Group will effect certain business transfers as set forth on Schedules 2.2(b)(i)-(iii). In order to effect such business transfers certain cash payments will be made between members of the IMS Group and members of the ST Group to either fund payments for such business transfers or to effect such business transfers. The funding and transaction payments set forth on Schedules 2.2(b)(i)-(iii) shall be disregarded in computing the Cash Targets (as defined Section 2.3(a) herein) as there is no net impact. The amount of the transaction payments set forth on Schedules 2.2(b)(i)-(iii) shall be credited toward achieving the Cash Targets.

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SECTION 2.3 CASH BALANCES. (a) In addition to any other obligations hereunder or under any Ancillary Agreement or otherwise, on the close of business on July 31, 2000, ST shall have cash balances in the amount equal to (i) ten million seven hundred thousand United States dollars (US$ 10,700,000) in United States accounts (the “U.S. Cash Target”), (ii) the United States dollar equivalent (measured as of July 31, 2000) of one million five hundred thousand United States dollars (US$ 1,500,000) in accounts outside of the United States (the “Non-U.S. Cash Target,” and together with the U.S. Cash Target, the “Cash Targets”) and (iii) amounts required to fund the net liabilities set forth on Schedule 2.3(a) (the “Funded Liabilities”). Cash shall be determined in accordance with GAAP.

(b) To the extent that (i) cash balances as of July 31, 2000 in accounts outside the United States exceed the Non-U.S. Cash Target, ST shall transfer the excess funds in Euros to IMS Nederland Finance BV, or through some other manner as agreed upon by ST and IMS or (ii) cash balances as of July 31, 2000 in accounts outside the United States are less than the Non-U.S. Cash Target, IMS shall cause IMS Nederland Finance BV to transfer the shortfall in Euros to an entity outside of the U.S. designated by ST, or through some other manner as agreed upon by ST and IMS.

(c) To the extent that (i) cash balances as of July 31, 2000 in accounts in the United States exceed the U.S. Cash Target plus the amount of the Funded Liabilities, ST shall transfer the excess funds to IMS or (ii) cash balances as of July 31, 2000 in accounts in the United States are less than the U.S. Cash Target plus the amount of the Funded Liabilities, IMS shall transfer the shortfall to ST.

(d) Any cash transfers into or out of ST’s non-U.S. or U.S. accounts to or from parties other than members of the IMS Group (other than CTS) after the close of business on July 31, 2000 will be for ST’s account and shall have no effect upon the transactions contemplated by this Section 2.3. Any (i) cash transfers into or out of ST’s U.S. or non-U.S. accounts to or from members of the IMS Group (other than CTS) after the close of business on July 31, 2000 or (ii) payments made or received by any member of the IMS Group for the benefit of any member of the ST Group after the close of business on July 31, 2000 which have not otherwise been settled by the Distribution Date, including, for purposes of Sections 2.3(d)(i) and 2.3(d)(ii), the settlement of Open Accounts after the close of business on July 31, 2000, shall be taken into account so that, combined with the settlement of all accounts under this Section 2.3, the net result is achieving the Cash Targets set forth in Section 2.3(a).

(e) IMS shall, on the business day prior to the Distribution Date, transfer amounts that it reasonably believes will achieve the balances set forth in Section 2.3(a) as adjusted by the provisions in Section 2.3(d).

(f) Promptly after the Distribution Date, but no later than September 25, 2000, ST and IMS shall determine the cash balances in ST’s U.S. and non-U.S. accounts and the balances of Open Accounts which determination shall be subject to review by PricewaterhouseCoopers LLP. Based on such determination, any amounts payable under this Section 2.3 shall be paid by the appropriate party to the other party no later than September 30, 2000. No later than December 31, 2000, ST and IMS shall determine, on a final basis, such balances which determination shall be subject to review by PricewaterhouseCoopers LLP. To the extent the final determination differs from the initial determination, the appropriate party shall pay the applicable amount thereof to the other party no later than January 15, 2001.

SECTION 2.4 ASSUMPTION AND SATISFACTION OF LIABILITIES. Except as otherwise specifically set forth in any Ancillary Agreement, from and after the Effective Time, (i) IMS shall, and shall cause each member of the IMS Group to, assume, pay, perform and discharge all IMS Liabilities and (ii) ST shall, and shall cause each member of the ST Group to, assume, pay, perform and discharge all ST Liabilities. To the extent reasonably requested to do so by another party hereto, each party hereto agrees to sign such documents, in a form reasonably satisfactory to such party, as may be reasonably necessary to evidence the assumption of any Liabilities hereunder.

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SECTION 2.5 RESIGNATIONS. (a) Subject to Section 2.5(b), IMS shall cause all their employees to resign, effective as of the Distribution Date, from all positions as officers or directors of any member of the ST Group in which they serve, and ST shall cause all its employees to resign, effective as of the Effective Time, from all positions as officers or directors of IMS or any members of the IMS Group in which they serve.

(b) No person shall be required by any party hereto to resign from any position or office with another party hereto if such person is disclosed in the Information Statement as the person who is to hold such position or office following the Distribution.

SECTION 2.6 NON-SOLICITATION OF EMPLOYEES. From the date of this Agreement, and for a period of two years after the Effective Time, each party hereby covenants and agrees that neither it nor any of its Affiliates shall actively solicit, or cause or authorize, directly or indirectly, to be solicited for employment or employ or cause or authorize, directly or indirectly, to be employed or engaged as an employee, for or on behalf of itself or any other person, any person who is currently, or was, less than 90 days prior to the date of this Agreement, an executive officer, senior manager (or the equivalent thereof), executive vice president or employee of any other party or any of such party’s Subsidiaries, without such party’s prior written approval.

SECTION 2.7 FURTHER ASSURANCES. In case at any time after the Effective Time any further action is reasonably necessary or desirable to carry out the purposes of this Agreement, the Ancillary Agreements, the transactions contemplated by Annex A hereto and the agreements set forth in Schedule 2.7 hereto, the proper officers of each party to this Agreement shall take all such necessary action. Without limiting the foregoing, IMS and ST shall use their commercially reasonable efforts promptly to obtain all consents and approvals, to enter into and execute all initial or amendatory agreements and to make all filings and applications that may be required for the consummation of the transactions contemplated by this Agreement, the Ancillary Agreements, Annex A hereto and the agreements set forth in Schedule 2.7 hereto, including, without limitation, all applicable governmental and regulatory filings. IMS and ST shall cause the appropriate parties thereto to execute the agreements set forth on Schedule 2.7 hereto as soon as reasonably practicable following the Distribution Date. Each of IMS and ST agree that irreparable damage would occur in the event that any of the transactions contemplated by this Agreement, the Ancillary Agreements, Annex A hereto and the agreements set forth in Schedule 2.7 hereto were not entered into, performed or consummated in accordance with their specific terms. It is accordingly agreed that each of IMS and ST shall be entitled to specific performance of the terms hereof and thereof, as the case may be, this being in addition to any other remedy to which they are entitled at law or in equity. Except as otherwise set forth in Section 8.5 hereto, ST agrees that it shall bear all costs incurred with the execution and consummation of the actions required by this Section 2.7.

SECTION 2.8 LIMITED REPRESENTATIONS OR WARRANTIES. Each of the parties hereto agrees that no party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, making any representation or warranty whatsoever, as to title or value of Assets being transferred. It is also agreed that, notwithstanding anything to the contrary otherwise expressly provided in the relevant Conveyancing and Assumption Instrument, all Assets either transferred to or retained by the parties, as the case may be, shall be “as is, where is” and that (subject to Section 2.7) the party to which such Assets are to be transferred hereunder shall bear the economic and legal risk that such party’s or any of the Subsidiaries’ title to any such Assets shall be other than good and marketable and free from encumbrances. Similarly, each party hereto agrees that, except as otherwise expressly provided in the relevant Conveyancing and Assumption Instrument, no party hereto is representing or warranting in any way that the obtaining of any consents or approvals, the execution and delivery of any amendatory agreements and the making of any filings or applications contemplated by this Agreement will satisfy the provisions of any or all applicable agreements or the requirements of any or all applicable laws or judgments, it being agreed that the party to which any Assets are transferred shall bear the economic and legal risk that any necessary consents or approvals are not obtained or that any requirements of laws or judgments are not complied with.

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SECTION 2.9 GUARANTEES. (a) Except as otherwise specified herein or in any Ancillary Agreement and in Section 2.9(b) below, ST shall use its commercially reasonable best efforts to have, on or prior to the Distribution Date, or as soon as practicable thereafter, IMS and any member of the IMS Group removed as guarantor of or obligor for any ST Liability, including, without limitation, in respect of those guarantees set forth on Schedule 2.9(a) to the extent that they relate to ST Liabilities.

(b) Except as otherwise specified herein or in any Ancillary Agreement, ST shall use its commercially reasonable best efforts to have, no later than six months after the Distribution Date, IMS and any member of the IMS Group removed as guarantor of or obligor in respect of those guarantees set forth on Schedule 2.9(b).

(c) If ST is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) or (b) of this Section 2.9, the applicable guarantor or obligor shall continue to be bound as such and, unless not permitted by law or the terms thereof, the relevant beneficiary shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor, to pay, perform and discharge fully all the obligations or other liabilities of such guarantor or obligor thereunder from and after the date hereof. Either party shall indemnify and hold harmless the other party for any and all Liabilities incurred in connection with this Section 2.9. In addition, IMS shall be paid the fees set forth on Schedule 2.9(c) hereto in connection with its services as guarantor for the guarantees contemplated by this Section 2.9, including, without limitation, the IMS Bank Guaranty.

SECTION 2.10 WITNESS SERVICES. At all times from and after the Distribution Date, each of IMS and ST shall use its commercially reasonable best efforts to make available to the other, upon reasonable written request, its and its Subsidiaries’ officers, directors, employees and agents as witnesses to the extent that (i) such persons may reasonably be required in connection with the prosecution or defense of any Action in which the requesting party may from time to time be involved and (ii) there is no conflict in the Action between the requesting party and IMS or ST as applicable. A party providing witness services to the other party under this Section shall be entitled to receive from the recipient of such services, upon the presentation of invoices therefor, payments for such amounts, relating to disbursements and other out-of-pocket expenses (which shall be deemed to exclude the costs of salaries and benefits of employees who are witnesses), as may be reasonably incurred in providing such witness services.

SECTION 2.11 CERTAIN POST-DISTRIBUTION TRANSACTIONS.

(a) (i) IMS shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to McDermott, Will & Emery in connection with the request by IMS for a legal opinion in respect of the Distribution as to certain tax aspects of the Distribution, and (ii) until two years after the Distribution Date, IMS will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code.

(b) (i) ST shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to McDermott, Will & Emery in connection with the request by IMS for a legal opinion in respect of the Distribution as to certain tax aspects of the Distribution, and (ii) until two years after the Distribution Date, ST will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code.

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(c) ST agrees that, until two years after the Distribution Date, it will not (i) merge or consolidate with or into any other corporation, (ii) liquidate or partially liquidate, (iii) sell or transfer all or substantially all of its assets (within the meaning of Rev. Proc. 77-37, 1977 — 2 C.B. 568) in a single transaction or series of related transactions, (iv) redeem or otherwise repurchase any ST Common Shares (other than as described in Section 4.05(1)(b) of Rev. Proc. 96-30, 1996-1 C.B. 696), or (v) take any other action or actions which in the aggregate would have the effect of causing or permitting one or more persons to acquire directly or indirectly stock representing a 50 percent or greater interest (within the meaning of Section 355(e) of the Code) in ST, unless prior to taking such action ST has obtained (and provided to IMS) a written opinion of a law firm reasonably acceptable to IMS, or a ruling from the Internal Revenue Service, that such action or actions will not result in (y) the Distribution failing to qualify under Section 355(a) of the Code or (z) the ST Common Shares failing to qualify as qualified property for purposes of Section 355(c)(2) of the Code by reason of Section 355(e) of the Code.

(d) ST agrees and covenants:

(i) that it will use its commercially reasonable best efforts to ensure that IMS will incur no liability under the IMS Bank Guaranty or other credit support provided by IMS;

(ii) that it will use its commercially reasonable best efforts to secure an independent line of credit within the three month period subsequent to the Distribution Date that satisfies all of ST’s then projected working capital requirements as a going concern without IMS credit support of any kind;

(iii) that it will perform and be bound by all covenants set forth in the IMS Bank Guaranty; and

(iv) that, notwithstanding anything to the contrary herein or in any Ancillary Agreement, any and all fees and costs incurred by either party in connection with the IMS Bank Guaranty, or other credit support provided by IMS, and the pursuit of an independent line of credit by ST will be borne by ST.

(e) Notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, if IMS or ST (or any of their respective Subsidiaries) fails to comply with any of its obligations under Sections 2.11(a), 2.11(b), 2.11(c) and 2.11(d) above (PROVIDED, HOWEVER, that the obligation of ST to indemnify IMS under this Section 2.11(e) shall not be affected if, despite ST’s commercially reasonable best efforts, (y) IMS incurs liability under the IMS Bank Guaranty or other credit support provided by IMS or (z) ST fails to secure an independent line of credit within the three month period subsequent to the Distribution Date) or takes or fails to take any action on or after the Distribution Date, and such failure to comply, action or omission contributes to a determination that (i) the Distribution fails to qualify under Section 355(a) of the Code or (ii) the ST Common Shares fail to qualify as qualified property for purposes of Section 355(c)(2) of the Code by reason of Section 355(e) of the Code, then such party shall indemnify and hold harmless the other party, each member of the consolidated group of which the other party is a member and the stockholders of either party from and against any and all federal, state and local taxes, including any interest, penalties or additions to tax, imposed upon or incurred by such other party, any member of its group or any stockholder of either party as a result of the failure of the Distribution to qualify under Section 355(a) of the Code or the application of Section 355(e). The obligation of ST to indemnify IMS pursuant to the preceding sentence shall not be affected by the delivery of any legal opinion or supplemental ruling under Sections 2.11(c).

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SECTION 2.12 TRANSFERS NOT EFFECTED PRIOR TO THE DISTRIBUTION; TRANSFERS DEEMED EFFECTIVE AS OF THE DISTRIBUTION DATE. To the extent that any transfers contemplated by this Article II shall not have been consummated on or prior to the Distribution Date, the parties shall cooperate to effect such transfers as promptly following the Distribution Date as shall be practicable. Nothing herein shall be deemed to require the transfer of any Assets or the assumption of any Liabilities which by their terms or operation of law cannot be transferred; PROVIDED, HOWEVER, that the parties hereto and their respective Subsidiaries shall cooperate to seek to obtain any necessary consents or approvals for the transfer of all Assets and Liabilities contemplated to be transferred pursuant to this Article II. In the event that any such transfer of Assets or Liabilities has not been consummated, from and after the Distribution Date, the party retaining such Asset or Liability shall hold such Asset in trust for the use and benefit of the party entitled thereto (at the expense of the party entitled thereto) or retain such Liability for the account of the party by whom such Liability is to be assumed pursuant hereto, as the case may be, and take such other action as may be reasonably requested by the party to whom such Asset is to be transferred, or by whom such Liability is to be assumed, as the case may be, in order to place such party, insofar as is reasonably possible, in the same position as would have existed had such Asset or Liability been transferred as contemplated hereby. As and when any such Asset or Liability becomes transferable, such transfer shall be effected forthwith. The parties agree that, as of the Distribution Date, each party hereto shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such party is entitled to acquire or required to assume pursuant to the terms of this Agreement.

SECTION 2.13 CONVEYANCING AND ASSUMPTION INSTRUMENTS. In connection with the transfers of Assets and the assumptions of Liabilities contemplated by this Agreement, the parties shall execute, or cause to be executed by the appropriate entities, the Conveyancing and Assumption Instruments in substantially the form contemplated hereby for transfers to be effected pursuant to New York law or the laws of one of the other states of the United States or, if not appropriate for a given transfer, and for transfers to be effected pursuant to non-U.S. laws, in such other form as the parties shall reasonably agree, including the transfer of real property with deeds as may be appropriate. The transfer of capital stock shall be effected by means of delivery of stock certificates and executed stock powers and notation on the stock record books of IMS or other legal entities involved, or by such other means as may be required in any non-U.S. jurisdiction to transfer title to stock and, to the extent required by applicable law, by notation on public registries.

SECTION 2.14 ANCILLARY AGREEMENTS. Prior to the Distribution Date, each of IMS and ST shall enter into, and/or (where applicable) shall cause members of the IMS Group or the ST Group, as applicable, to enter into, the Ancillary Agreements and any other agreements in respect of the Distribution reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby.

SECTION 2.15 CORPORATE NAMES. (a) Except as otherwise specifically provided in any Ancillary Agreement:

(i) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, IMS will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries (except property or premises to be shared with ST or its Subsidiaries after the Distribution) which refer or pertain to SYNAVANT or which include the SYNAVANT, Strategic Technologies or Clark-O’Neill name, logo or other trademark or other intellectual property utilizing ST;

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(ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, IMS will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind all references to SYNAVANT, including the SYNAVANT name, logo and any other trademark or other intellectual property utilizing SYNAVANT (except that IMS shall not be required to take any such action with respect to materials in the possession of customers), and neither IMS nor its Subsidiaries shall use or display the “ST” name, logo or other trademarks or intellectual property utilizing ST without the prior written consent of ST;

(b) Except as otherwise specifically provided in any Ancillary Agreement:

(i) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, ST will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with IMS or its Subsidiaries after the Distribution) which refer or pertain to IMS or which include the “IMS Health Incorporated,” “IMS Health” or “IMS” name, logo or other trademark or other IMS intellectual property;

(ii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, ST will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind all references to IMS, including the “IMS Health Incorporated” or “IMS” name, logo and any other trademark or other IMS intellectual property (except that ST shall not be required to take any such action with respect to materials in the possession of customers), and neither ST nor any of its Subsidiaries shall use or display the “IMS Health Incorporated” or “IMS” name, logo or other trademarks or IMS intellectual property without the prior written consent of IMS; and

(iii) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, ST will, and will cause its Subsidiaries to, change their corporate names to the extent necessary to remove and eliminate any reference to IMS, including the “IMS” Health Incorporated or “IMS” name; PROVIDED, HOWEVER, that, notwithstanding the foregoing requirements of this Section 2.15(b), if ST has exercised good faith efforts to comply with this clause (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then ST or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which include references to IMS but only to the extent necessary to identify such party and only until such party’s corporate name can be changed to remove and eliminate such references.

SECTION 2.16 JOINT BUSINESS OPPORTUNITIES; NON-COMPETITION; PROTECTION OF INFORMATION.

(a) IMS and ST are committed to pursuing joint business opportunities to enhance customer value, on terms and conditions as may be agreed by the parties after the date hereof. The parties acknowledge and agree that nothing in this Section 2.16(a) shall create a binding obligation on IMS or ST to enter into or pursue any such business opportunity.

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(b) IMS hereby covenants and agrees that neither it nor any of its respective Subsidiaries will, between the Effective Time and the [fifth] anniversary of the Effective Time (the “Restricted Period”):

(i) engage in or carry on any business in the United States or elsewhere in whatever form which would be in competition with any of ST’s Retained Businesses (as defined herein) as such businesses are conducted by ST at the Effective Time; and

(ii) engage in or carry on any business in the United States or elsewhere in whatever form, directly or indirectly, with ST named competitors;

(c) ST hereby covenants and agrees that neither it nor any of its respective Subsidiaries will, during the Restricted Period:

(i) engage in or carry on any business in the United States or elsewhere in whatever form which would be in competition with any of IMS’s Retained Businesses (as defined herein) as such businesses are conducted by IMS at the Effective Time;

(ii) engage in or carry on any business in the United States or elsewhere, directly or indirectly, with (a) NDC Automation, Inc., NDC Health Information Services, Inc., Quintiles Transnational Corp., Healtheon/WebMD Corporation, Cejedim or any of their respective subsidiaries and (b) any companies controlled by or managed by Rene Derecque or Roland Lederer; PROVIDED, however, that, notwithstanding anything to the contrary in this Section 2.16(c), in the event that ST wishes to engage in a business partnership with one of the above-named companies, it may do so with the prior written consent of IMS, which consent IMS will only be required to grant if IMS shall reasonably determine in good faith that engaging in such activity by ST would not be adverse to IMS; and

(iii) engage in or carry on any commercial data business; PROVIDED, HOWEVER, that, notwithstanding anything to the contrary in this Section 2.16(c), (A) in the event that a customer explicitly so requests, ST may serve as a Data Integrator (as defined herein) for such customer to the extent so requested, (B) in the event that a customer explicitly so requests, ST may engage in E-Detailing (as defined herein) for such customer to the extent so requested, (C) in the event that a customer explicitly so requests, ST may engage in data analytics and decision support tools used on ST’s proprietary SFA and CRM systems, (D) in the event that a customer explicitly so requests, ST may engage in Pharbase, including updates from multiple sources, used on ST’s proprietary SFA and CRM systems and (E) in the event that ST wishes to engage in or carry on commercial data business, it may do so with the prior written consent of IMS, which consent IMS will only be required to grant if IMS shall reasonably determine in good faith that engaging in or carrying on such business by ST would not be adverse to IMS. As used herein: (A) “Data Integrator” means an integrator of information solely through the sales force automation or customer relationship management systems proprietary to ST; and (B) “E-Detailing” means an Internet-based software product related to doctor detailing provided through the sales force automation or customer relationship management systems proprietary to ST.

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(d) In the event that ST (i) sells, transfers or leases all or substantially all of its assets, (ii) is not the surviving corporation in any merger, consolidation or other business combination in which it may enter with any person or (iii) enters into any joint venture, joint marketing, or partnership agreements into which it may enter with any person, in any case prior to the termination of the Restricted Period, ST will cause such purchaser or surviving corporation, as the case may be, to assume ST’s obligations under this Section 2.16 upon the consummation of any such transaction, and, in the case of a joint venture, joint marketing or partnership agreement, ST will cause the party to such agreement, and such party will be deemed, to be bound by the provisions of this Section 2.16.

(e) Notwithstanding anything to the contrary in Sections 2.16(b), (c) or (d) above, nothing in this Section 2.16 shall in any way restrict or preclude either party or any of its respective Subsidiaries from acquiring and operating any company (or substantially all of the assets thereof) whose primary business is not in competition with either of the parties’ Retained Businesses. Each of the parties further covenant that neither party nor any of its Subsidiaries or any its officers, directors, employees or agent thereof will disclose any confidential information with respect to either parties’ Retained Businesses without the prior written consent of the other party, and will enforce to the fullest extent possible, on behalf of the other party, the other party’s rights under or pursuant to its policies and agreements with third parties, restricting or prohibiting disclosure by such persons of such confidential information.

(f) As used herein:

(i) the term “IMS Retained Businesses” shall mean the following businesses of IMS: (i) sales management information services (including sales compensation applications, targeting and scrubbing services) which are based on commercial data, (ii) market research services also based on the commercialization of data, (iii) data analytics, and (iv) consulting services, decision support tools and services and information technology relating to the foregoing (but excluding sales force automation and customer relationship management systems), all of which relates to the pharmaceutical, biotechnology, diagnostics, medical/surgical supply and health care industries;

(ii) the term “ST Retained Businesses” shall mean the following businesses of ST: (i) sales force automation and customer relationship management systems, which is based on the sale of proprietary software, (ii) implementation, integration and consulting services relating to the foregoing, (iii) data analytics and decision support tools used on ST’s proprietary SFA and CRM systems, (iv) MTO’s to facilitate doctor targeting used on ST’s proprietary SFA and CRM systems, (v) Pharbase, including updates from multiple sources, used on ST’s proprietary SFA and CRM systems and (vi) direct mail services, and drug sample accountability and distribution, all of which relates to the pharmaceutical, biotechnology, diagnostics, medical/surgical supply and health care industries; and

(iii) the term “Retained Businesses” shall refer to both the IMS Retained Businesses and the ST Retained Businesses, including all business units currently in each company.

(g) Each of IMS and ST acknowledge and agree that the covenants and agreements contained in this Section 2.16 have been negotiated in good faith by each of them, and are reasonable and not more restrictive or broader than necessary to protect the interests of each of IMS and ST in the IMS Retained Businesses and the ST Retained Businesses, respectively, and would not achieve their intended purpose if they were on different terms or for periods of time shorter than the periods of time provided herein or applied in more restrictive geographical and business line areas than are provided herein.

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ARTICLE III
INDEMNIFICATION

SECTION 3.1 INDEMNIFICATION BY IMS. Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, IMS shall indemnify, defend and hold harmless the ST Indemnitees from and against any and all Indemnifiable Losses of the ST Indemnitees arising out of, by reason of or otherwise in connection with the IMS Liabilities or alleged IMS Liabilities, including any breach by IMS of any provision of this Agreement or any Ancillary Agreement.

SECTION 3.2 INDEMNIFICATION BY ST. Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, ST shall indemnify, defend and hold harmless the IMS Indemnitees from and against any and all Indemnifiable Losses of the IMS Indemnitees arising out of, by reason of or otherwise in connection with the ST Liabilities or alleged ST Liabilities, including any breach by ST of any provision of this Agreement or any Ancillary Agreement.

SECTION 3.3 PROCEDURES FOR INDEMNIFICATION.

(a) THIRD PARTY CLAIMS. If a claim or demand is made against an IMS Indemnitee or a ST Indemnitee (each, an “Indemnitee”) by any person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) business days) after receipt by such Indemnitee of written notice of the Third Party Claim; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five (5) business days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

If a Third Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; PROVIDED that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within thirty 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; PROVIDED that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee’s reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party.

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If the Indemnifying Party acknowledges in writing responsibility for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying Party’s prior written consent; PROVIDED, HOWEVER, that the Indemnitee shall have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; PROVIDED, HOWEVER, that the Indemnitee may refuse to agree to any such settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party’s indemnification obligation with respect to such Third Party Claim shall not exceed the amount that would be required to be paid by or on behalf of the Indemnifying Party in connection with such settlement, compromise or discharge. If an Indemnifying Party elects not to assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim.

Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

(b) In the event of payment by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

(c) The remedies provided in this Article III shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

SECTION 3.4 INDEMNIFICATION PAYMENTS. Indemnification required by this Article III shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or loss, liability, claim, damage or expense is incurred.

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ARTICLE IV
ACCESS TO INFORMATION

SECTION 4.1 PROVISION OF CORPORATE RECORDS.

(a) Other than in circumstances in which indemnification is sought pursuant to Article III (in which event the provisions of such Article will govern), after the Distribution Date, upon the prior written request by ST for specific and identified agreements, documents, books, records or files (collectively, “Records”) which relate to (x) ST or the conduct of the ST Business up to the Effective Time, or (y) any Ancillary Agreement to which IMS and ST are parties, as applicable, IMS shall arrange, as soon as reasonably practicable following the receipt of such request, for the provision of appropriate copies of such Records (or the originals thereof if the party making the request has a reasonable need for such originals) in the possession or control of IMS or any of its Subsidiaries, but only to the extent such items are not already in the possession or control of the requesting party.

(b) Other than in circumstances in which indemnification is sought pursuant to Article III (in which event the provisions of such Article will govern), after the Distribution Date, upon the prior written request by IMS for specific and identified Records which relate to (x) IMS or the conduct of the IMS Business up to the Effective Time, or (y) any Ancillary Agreement to which ST and IMS are parties, as applicable, ST shall arrange, as soon as reasonably practicable following the receipt of such request, for the provision of appropriate copies of such Records (or the originals thereof if the party making the request has a reasonable need for such originals) in the possession or control of ST or any of its Subsidiaries, but only to the extent such items are not already in the possession or control of the requesting party.

SECTION 4.2 ACCESS TO INFORMATION. Other than in circumstances in which indemnification is sought pursuant to Article III (in which event the provisions of such Article will govern), from and after the Distribution Date, each of IMS and ST shall afford to the other and its authorized accountants, counsel and other designated representatives reasonable access during normal business hours, subject to appropriate restrictions for classified, privileged or confidential information, to the personnel, properties, books and records of such party and its Subsidiaries insofar as such access is reasonably required by the other party and relates to (x) such other party or the conduct of its business prior to the Effective Time or (y) any Ancillary Agreement to which each of the party requesting such access and the party requested to grant such access are parties.

SECTION 4.3 REIMBURSEMENT; OTHER MATTERS. Except to the extent otherwise contemplated by any Ancillary Agreement, a party providing Records or access to information to the other party under this Article IV shall be entitled to receive from the recipient, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses, as may be reasonably incurred in providing such Records or access to information.

SECTION 4.4 CONFIDENTIALITY. Each of (i) IMS and its Subsidiaries and (ii) ST and its Subsidiaries shall not use or permit the use of (without the prior written consent of the other) and shall keep, and shall cause its consultants and advisors to keep, confidential all information concerning the other parties in its possession, its custody or under its control (except to the extent that (A) such information has been in the public domain through no fault of such party or (B) such information has been later lawfully acquired from other sources by such party or (C) this Agreement or any other Ancillary Agreement or any other agreement entered into pursuant hereto permits the use or disclosure of such information) to the extent such information (w) relates to or was acquired during the period up to the Effective Time, (x) relates to any Ancillary Agreement, (y) is obtained in the course of performing services for the other party pursuant to any Ancillary Agreement, or (z) is based upon or is derived from information described in the preceding clauses (w), (x) or (y), and each party shall not (without the prior written consent of the other) otherwise release or disclose such information to any other person, except such party’s auditors and attorneys, unless compelled to disclose such information by judicial or administrative process or unless such disclosure is required by law and such party has used commercially reasonable efforts to consult with the other affected party or parties prior to such disclosure.

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SECTION 4.5 PRIVILEGED MATTERS. The parties hereto recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of IMS, the members of the IMS Group and the members of the ST Group, and that each of IMS, the members of the IMS Group and the members of the ST Group should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable law. To allocate the interests of each party in the information as to which any party is entitled to assert a privilege, the parties agree as follows:

(a) IMS shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the IMS Business, whether or not the privileged information is in the possession of or under the control of IMS or ST. IMS shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting IMS Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by IMS, whether or not the privileged information is in the possession of or under the control of IMS or ST.

(b) ST shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the ST Business, whether or not the privileged information is in the possession of or under the control of IMS or ST. ST shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the subject matter of any claims constituting ST Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by ST, whether or not the privileged information is in the possession of or under the control of IMS or ST.

(c) The parties hereto agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 4.5, with respect to all privileges not allocated pursuant to the terms of Sections 4.5(a) and (b). All privileges relating to any claims, proceedings, litigation, disputes, or other matters which involve both IMS and ST in respect of which both parties retain any responsibility or liability under this Agreement shall be subject to a shared privilege among them.

(d) No party hereto may waive any privilege which could be asserted under any applicable law, and in which any other party hereto has a shared privilege, without the consent of the other party, except to the extent reasonably required in connection with any litigation with third parties or as provided in subsection (e) below. Consent shall be in writing, or shall be deemed to be granted unless written objection is made within twenty (20) days after notice upon the other party requesting such consent.

(e) In the event of any litigation or dispute between or among any of the parties hereto, any party and a Subsidiary of another party hereto, or a Subsidiary of one party hereto and a Subsidiary of another party hereto, either such party may waive a privilege in which the other party has a shared privilege, without obtaining the consent of the other party, provided that such waiver of a shared privilege shall be effective only as to the use of information with respect to the litigation or dispute between the parties and/or their Subsidiaries, and shall not operate as a waiver of the shared privilege with respect to third parties.

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(f) If a dispute arises between or among the parties hereto or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any party, each party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other parties, and shall not unreasonably withhold consent to any request for waiver by another party. Each party hereto specifically agrees that it will not withhold consent to waiver for any purpose except to protect its own legitimate interests.

(g) Upon receipt by any party hereto or by any Subsidiary thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another party has the sole right hereunder to assert a privilege, or if any party obtains knowledge that any of its or any of its Subsidiaries’ current or former directors, officers, agents or employees have received any subpoena, discovery or other requests which arguably calls for the production or disclosure of such privileged information, such party shall promptly notify the other party or parties of the existence of the request and shall provide the other party or parties a reasonable opportunity to review the information and to assert any rights it or they may have under this Section 4.5 or otherwise to prevent the production or disclosure of such privileged information.

(h) The transfer of all Records and other information pursuant to this Agreement is made in reliance on the agreement of IMS and ST, as set forth in Sections 4.4 and 4.5, to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges. The access to information being granted pursuant to Sections 4.1 and 4.2 hereof, the agreement to provide witnesses and individuals pursuant to Sections 2.10 and 3.3 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Section 3.3 hereof, and the transfer of privileged information between and among the parties and their respective Subsidiaries pursuant to this Agreement shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

SECTION 4.6 OWNERSHIP OF INFORMATION. Any information owned by one party or any of its Subsidiaries that is provided to a requesting party pursuant to Article III or this Article IV shall be deemed to remain the property of the providing party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information.

SECTION 4.7 LIMITATION OF LIABILITY. (a) No party shall have any liability to any other party in the event that any information exchanged or provided pursuant to this Agreement which is an estimate or forecast, or which is based on an estimate or forecast, is found to be inaccurate.

(b) Other than in connection with Section 2.2, no party or any Subsidiary thereof shall have any liability or claim against any other party or any Subsidiary of any other party based upon, arising out of or resulting from any agreement, arrangement, course of dealing or understanding existing on or prior to the Distribution Date (other than this Agreement or any Ancillary Agreement or any agreement entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby), unless such agreement, arrangement, course of dealing or understanding is listed on Schedule 4.7(b) hereto, and any such liability or claim, whether or not in writing, which is not reflected on such Schedule, is hereby irrevocably cancelled, released and waived.

SECTION 4.8 OTHER AGREEMENTS PROVIDING FOR EXCHANGE OF INFORMATION. The rights and obligations granted under this Article IV are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of information set forth in any Ancillary Agreement.

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ARTICLE V
ADMINISTRATIVE SERVICES

SECTION 5.1 PERFORMANCE OF SERVICES. Beginning on the Distribution Date, IMS will provide, or cause one or more of its Subsidiaries to provide, to ST and its Subsidiaries such services on such terms as may be set forth in the Corporate Services Agreement and the Shared Transaction Services Agreements. Except as otherwise set forth in the Corporate Services Agreement, the Shared Transaction Services Agreements or any Schedules thereto, IMS will use (and will cause its Subsidiaries to use) commercially reasonable efforts to provide such services to ST and its Subsidiaries in a satisfactory and timely manner and as further specified in such Corporate Services Agreement or the Shared Transaction Services Agreements.

SECTION 5.2 INDEPENDENCE. Unless otherwise agreed in writing, all employees and representatives of IMS and its Subsidiaries providing services to ST and its Subsidiaries will be deemed for purposes of all compensation and employee benefits matters to be employees or representatives of IMS and its Subsidiaries and not employees or representatives of ST and its Subsidiaries. In performing such services, such employees and representatives will be under the direction, control and supervision of IMS and its Subsidiaries (and not ST and its Subsidiaries) and IMS and its Subsidiaries will have the sole right to exercise all authority with respect to the employment (including, without limitation, termination of employment), assignment and compensation of such employees and representatives.

SECTION 5.3 NON-EXCLUSIVITY. Nothing in this Agreement precludes ST from obtaining, in whole or in part, services of any nature that may be obtainable from its own employees or from providers other than IMS and its Subsidiaries.

ARTICLE VI
DISPUTE RESOLUTION

SECTION 6.1 NEGOTIATION. In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or otherwise arising out of, or in any way related to this Agreement or the transactions contemplated hereby, including, without limitation, any claim based on contract, tort, statute or constitution (but excluding any controversy, dispute or claim arising out of any agreement relating to the use or lease of real property if any third party is a party to such controversy, dispute or claim) (collectively, “Agreement Disputes”), the Agreement Dispute shall be negotiated in good faith for a reasonable period of time by the local managers concerned (or the equivalent thereof) of the parties, PROVIDED that such reasonable period of time shall not exceed 15 days from the time the parties began such negotiations. Should there be no resolution of an Agreement Dispute within a reasonable period of time by such local managers (or the equivalent thereof) of the parties, the Agreement Dispute shall be negotiated in good faith for a reasonable period of time by the general counsels of the parties, PROVIDED that such reasonable period of time shall not, unless otherwise agreed by the parties in writing, exceed 15 days from the time the general counsels began such negotiations. Should there be no resolution of an Agreement Dispute within a reasonable period of time by the general counsels of the parties, the Agreement Dispute shall be negotiated in good faith for a reasonable period of time by the chief executive officers of the parties, or their respective designees, PROVIDED that such reasonable period of time shall not, unless otherwise agreed by the parties in writing, exceed 30 days from the time the chief executive officers of the parties, or their respective designees, began such negotiations; PROVIDED FURTHER that, in the event of any arbitration in accordance with Section 6.2 hereof, the parties shall not assert the defenses of statute of limitations and laches arising for the period beginning after the date the parties began negotiations hereunder, and any contractual time period or deadline under this Agreement or any Ancillary Agreement to which such Agreement Dispute relates shall not be deemed to have passed until such Agreement Dispute has been resolved.

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SECTION 6.2 ARBITRATION. If after such reasonable period such local managers concerned (or the equivalent thereof), general counsels or chief executive officers, or their respective designees are unable to settle such Agreement Dispute (and in any event, unless otherwise agreed in writing by the parties, after 60 days have elapsed from the time the parties began such negotiations), such Agreement Dispute shall be determined, at the request of any party, by arbitration conducted in New York City, before and in accordance with the then-existing International Arbitration Rules of the American Arbitration Association (the “Rules”). In any dispute between the parties hereto, the number of arbitrators shall be one. Any judgment or award rendered by the arbitrator shall be final, binding and nonappealable (except upon grounds specified in 9 U.S.C. ss.10(a) as in effect on the date hereof). If the parties are unable to agree on the arbitrator, the arbitrator shall be selected in accordance with the Rules; PROVIDED that the arbitrator shall be a U.S. national. Any controversy concerning whether an Agreement Dispute is an arbitrable Agreement Dispute, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the interpretation of enforceability of this Article VI shall be determined by the arbitrator. In resolving any dispute, the parties intend that the arbitrator apply the substantive laws of the State of New York, without regard to the choice of law principles thereof. The parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable. The parties agree to comply with any award made in any such arbitration proceeding that has become final in accordance with the Rules and agree to enforcement of or entry of judgment upon such award, by any court of competent jurisdiction, including (a) the Supreme Court of the State of New York, New York County, or (b) the United States District Court for the Southern District of New York, in accordance with Section 8.17 hereof. The arbitrator shall be entitled, if appropriate, to award any remedy in such proceedings, including, without limitation, monetary damages, specific performance and all other forms of legal and equitable relief; PROVIDED, however, the arbitrator shall not be entitled to award punitive damages. Without limiting the provisions of the Rules, unless otherwise agreed in writing by or among the parties or permitted by this Agreement, the parties shall keep confidential all matters relating to the arbitration or the award, PROVIDED such matters may be disclosed (i) to the extent reasonably necessary in any proceeding brought to enforce the award or for entry of a judgment upon the award and (ii) to the extent otherwise required by law. Notwithstanding Article 32 of the Rules, the party other than the prevailing party in the arbitration shall be responsible for all of the costs of the arbitration, including legal fees and other costs specified by such Article 32. Nothing contained herein is intended to or shall be construed to prevent any party, in accordance with Article 22(3) of the Rules or otherwise, from applying to any court of competent jurisdiction for interim measures or other provisional relief in connection with the subject matter of any Agreement Disputes.

SECTION 6.3 CONTINUITY OF SERVICE AND PERFORMANCE. Unless otherwise agreed in writing, the parties will continue to provide service and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this Article VI with respect to all matters not subject to such dispute, controversy or claim.

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ARTICLE VII
INSURANCE

SECTION 7.1 POLICIES AND RIGHTS INCLUDED WITHIN ASSETS; ASSIGNMENT OF POLICIES. (a) POLICY RIGHTS. The ST Assets shall include (i) any and all rights of an insured party under each of the Shared Policies, subject to the terms of such Shared Policies and any limitations or obligations of ST contemplated by this Article VII, specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses incurred or claimed to have been incurred prior to the Distribution Date by any party in or in connection with the conduct of the ST Business or, to the extent any claim is made against ST or any of its Subsidiaries, the conduct of the IMS Business, and which claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses may arise out of an insured or insurable occurrence under one or more of such Shared Policies.

(b) ASSIGNMENT OF SHARED POLICIES. Subject to the terms and conditions hereof, ST hereby assigns, transfers and conveys to IMS all of ST’s right, title and interest in and to any and all of the Shared Policies, including, without limitation, the right of indemnity, the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; and IMS and ST shall use their commercially reasonable efforts to obtain any required consents of insurers to the assignment contemplated by this paragraph.

SECTION 7.2 POST-DISTRIBUTION DATE CLAIMS. If, subsequent to the Distribution Date, any person shall assert a claim against ST or any of its Subsidiaries (including, without limitation, where ST or its Subsidiaries are joint defendants with other persons) with respect to any claim, suit, action, proceeding, injury, loss, liability, damage or expense incurred or claimed to have been incurred prior to the Distribution Date in or in connection with the conduct of the ST Business or, to the extent any claim is made against ST or any of its Subsidiaries (including, without limitation, where ST or its Subsidiaries are joint defendants with other persons), in connection with the conduct of the IMS Business, and which claim, suit, action, proceeding, injury, loss, liability, damage or expense may arise out of an insured or insurable occurrence under one or more of the Shared Policies, IMS shall, at the time such claim is asserted, to the extent any such Policy may require that Insurance Proceeds thereunder be collected directly by the named insured or anyone other than the party against whom the Insured Claim is asserted, be deemed to designate, without need of further documentation, ST as the agent and attorney-in-fact to assert and to collect any related Insurance Proceeds under such Shared Policy.

SECTION 7.3 ADMINISTRATION; OTHER MATTERS. (a) ADMINISTRATION. From and after the Distribution Date, IMS shall be responsible for (i) Insurance Administration of the Shared Policies and (ii) Claims Administration under such Shared Policies with respect to IMS Liabilities and ST Liabilities; PROVIDED that the assumption of such responsibilities by IMS is in no way intended to limit, inhibit or preclude any right to insurance coverage for any Insured Claim of a named insured under such Policies as contemplated by the terms of this Agreement; PROVIDED FURTHER that IMS’ assumption of the administrative responsibilities for the Shared Policies shall not relieve the party submitting any Insured Claim of the primary responsibility for reporting such Insured Claim accurately, completely and in a timely manner or of such party’s authority to settle any such Insured Claim within any period permitted or required by the relevant Policy; and PROVIDED FURTHER that all direct or indirect communication with insurers relating to the Shared Policies shall be conducted by IMS. IMS may discharge its administrative responsibilities under this Section 7.3 by contracting for the provision of services by independent parties. Each of the parties hereto shall administer and pay any costs relating to defending its respective Insured Claims under Shared Policies to the extent such defense costs are not covered under such Policies and shall be responsible for obtaining or reviewing the appropriateness of releases upon settlement of its respective Insured Claims under Shared Policies. The disbursements, out-of-pocket expenses and direct and indirect costs of employees or agents of IMS relating to Claims Administration and Insurance Administration contemplated by this Section 7.3(a) shall be for ST’s account if they relate to ST Liabilities and for IMS’ account if they relate to IMS Liabilities.

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(b) EXCEEDING POLICY LIMITS. Except as set forth in this Section 7.3(b), IMS and ST shall not be liable to one another for claims not reimbursed by insurers for any reason not within the control of IMS or ST, as the case may be, including, without limitation, coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of an insurance carrier, Shared Policy limitations or restrictions, any coverage disputes, any failure to timely claim by IMS or ST or any defect in such claim or its processing, PROVIDED that ST shall be responsible for the amount of the difference, if any, between the deductible set forth in any Shared Policy and the deductible allocable to IMS as set forth in Schedule 7.3(b) hereto.

(c) ALLOCATION OF INSURANCE PROCEEDS. Insurance Proceeds received with respect to claims, costs and expenses under the Shared Policies shall be paid to IMS, which shall thereafter administer the Shared Policies by paying the Insurance Proceeds, as appropriate, to ST with respect to ST Liabilities and to IMS with respect to IMS Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Policies will be made by IMS to the appropriate party upon receipt from the insurance carrier. In the event that the aggregate limits on any Shared Policies are exceeded by the aggregate of outstanding Insured Claims by both of the parties hereto, the parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims which were covered under such Shared Policy (their “allocable portion of Insurance Proceeds”), and any party who has received Insurance Proceeds in excess of such party’s allocable portion of Insurance Proceeds shall pay to the other party the appropriate amount so that each party will have received its allocable portion of Insurance Proceeds pursuant hereto. Each of the parties agrees to use commercially reasonable efforts to maximize available coverage under those Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all other responsible parties in respect of an Insured Claim to the extent coverage limits under a Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim.

(d) ALLOCATION OF DEDUCTIBLES. In the event that both parties have bona fide claims under any Shared Policy for which a deductible is payable, the parties agree that the aggregate amount of the deductible paid shall be borne by the parties in the same proportion which the Insurance Proceeds received by each such party bears to the total Insurance Proceeds received under the applicable Shared Policy (their “allocable share of the deductible”), and any party who has paid more than such share of the deductible shall be entitled to receive from the other party an appropriate amount so that each party has borne its allocable share of the deductible pursuant hereto. For purposes of this Section 7.3(d), the amount of the relevant deductible under any Shared Policy shall be that set forth in Schedule 7.3(b) hereto.

(e) Effective as of the Distribution Date, each of ST and IMS shall be responsible for its applicable deductible for workers’ compensation, general liability and automobile liability claims as set forth in Schedule 7.3(e).

SECTION 7.4 AGREEMENT FOR WAIVER OF CONFLICT AND SHARED DEFENSE. In the event that Insured Claims of both of the parties hereto exist relating to the same occurrence, the parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII shall be construed to limit or otherwise alter in any way the obligations of the parties to this Agreement, including those created by this Agreement, by operation of law or otherwise.

SECTION 7.5 COOPERATION. The parties agree to use their commercially reasonable efforts to cooperate with respect to the various insurance matters contemplated by this Agreement.

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ARTICLE VIII
MISCELLANEOUS

SECTION 8.1 COMPLETE AGREEMENT; CONSTRUCTION. This Agreement, including the Exhibits and Schedules, and the Ancillary Agreements shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. Other than Section 2.1(j), Section 2.8, Section 4.5 and Article VI, which shall prevail over any inconsistent or conflicting provisions in any Ancillary Agreement, notwithstanding any other provisions in this Agreement to the contrary, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, such Ancillary Agreement shall control.

SECTION 8.2 ANCILLARY AGREEMENTS. Subject to the last sentence of Section 8.1, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

SECTION 8.3 COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other parties.

SECTION 8.4 SURVIVAL OF AGREEMENTS. Except as otherwise contemplated by this Agreement, all covenants and agreements of the parties contained in this Agreement shall survive the Distribution Date.

SECTION 8.5 EXPENSES. Except as otherwise contemplated in this Agreement or any Ancillary Agreement, all costs and expenses incurred with the Distribution, which includes the preparation, execution and delivery of the Information Statement (including any registration statement on Form 10 of which such Information Statement may be a part), shall be charged to and paid by IMS; PROVIDED, HOWEVER, that the costs and expenses associated with the implementation and consummation of the transactions contemplated hereby or by any Ancillary Agreement, including, without limitation, name changes, trademark registrations, establishment of benefit plans and compensation to benefits consultants, will be charged to and paid by ST.

SECTION 8.6 PAYMENTS. Except as otherwise contemplated in this Agreement or any Ancillary Agreement, all payments to be made by IMS or ST under this Agreement shall be made in United States dollars within the United States.

SECTION 8.7 NOTICES. All notices and other communications hereunder shall be in writing and hand delivered or mailed by registered or certified mail (return receipt requested) or sent by any means of electronic message transmission with delivery confirmed (by voice or otherwise) to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:

    (i)            if to IMS, to:

                    IMS Health Incorporated
                    200 Nyala Farms
                    Westport, CT 06880
                    Telecopy: (203)222-4313
                    Attn: General Counsel; and

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    (ii)            if to IMS, to:

                    Synavant Inc.
                    3445 Peachtree Rd., NE, Suite 1400
                    Atlanta, GA 30326
                    Telecopy: (404)841-4115
                    Attn: Chief Financial Officer

SECTION 8.8 WAIVERS. The failure of any party to require strict performance by any other party of any provision in this Agreement will not waive or diminish that party’s right to demand strict performance thereafter of that or any other provision hereof.

SECTION 8.9 AMENDMENTS. Subject to the terms of Section 8.12 hereof, this Agreement may not be modified or amended except by an agreement in writing signed by each of the parties hereto.

SECTION 8.10 ASSIGNMENT. (a) This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party hereto without the prior written consent of the other parties hereto, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void.

(b) IMS will not distribute to its stockholders any interest in any IMS Business Entity, by way of a spin-off distribution, split-off or exchange of interests in a IMS Business Entity for any interest in IMS held by IMS stockholders, or any similar transaction or transactions, unless the distributed IMS Business Entity undertakes to ST to be jointly and severally liable for all IMS Liabilities hereunder.

(c) ST will not distribute to its stockholders any interest in any ST Business Entity, by way of a spin-off distribution, split-off or exchange of interests in a ST Business Entity for any interest in ST held by ST stockholders, or any similar transaction or transactions, unless the distributed ST Business Entity undertakes to IMS to be jointly and severally liable for all ST Liabilities hereunder.

SECTION 8.11 SUCCESSORS AND ASSIGNS. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

SECTION 8.12 TERMINATION. This Agreement (including, without limitation, Article III hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of IMS without the approval of ST or the shareholders of IMS. In the event of such termination, no party shall have any liability of any kind to any other party or any other person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the parties; PROVIDED, HOWEVER, that Article III shall not be terminated or amended after the Distribution in respect of the third party beneficiaries thereto without the consent of such persons.

SECTION 8.13 SUBSIDIARIES. Each of the parties hereto shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such party or by any entity that is contemplated to be a Subsidiary of such party on and after the Distribution Date.

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SECTION 8.14 THIRD PARTY BENEFICIARIES. Except as provided in Article III relating to Indemnitees, this Agreement is solely for the benefit of the parties hereto and their respective Subsidiaries and Affiliates and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

SECTION 8.15 TITLE AND HEADINGS. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

SECTION 8.16 EXHIBITS AND SCHEDULES. The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

SECTION 8.17 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.

SECTION 8.18 CONSENT TO JURISDICTION. Without limiting the provisions of Article VI hereof, each of the parties irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties agrees to commence any action, suit or proceeding relating hereto either in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of New York, New York County. Each of the parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Section 8.18. Each of the parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the Supreme Court of the State of New York, New York County, or (ii) the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

SECTION 8.19 SEVERABILITY. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.

IMS HEALTH INCORPORATED

By: /s/ MATTHEW L. FRIEDMAN
——————————————
Name: Matthew L. Friedman
Title: Vice President

SYNAVANT INC.

By: /s/ JAMES C. MALONE
——————————————
Name: James C. Malone
Title: Vice President

-36-

EX-10.40 4 amendtodistragr_10q.htm amendment to distribution agreement

AMENDMENT

ThisAMENDMENT TO DISTRIBUTION AGREEMENT (this “Amendment”), dated as of June 16, 2003, between IMS Health Incorporated (“IMS”) and Synavant Inc. (“Synavant”).

WHEREAS, IMS and Synavant are parties to that certain Distribution Agreement, dated as of August 31, 2000 (as the same may have been amended, modified, or supplemented prior to the date hereof, the “Distribution Agreement”)

WHEREAS, IMS, Synavant, and Dendrite International, Inc. (“Dendrite”) entered into a Letter Agreement, dated May 8, 2003 (the “Letter Agreement”), in contemplation of the acquisition of Synavant by Dendrite and/or certain of its affiliates (the “Transaction”);

WHEREAS, simultaneous with the execution and delivery of this Amendment, the Transaction will be closed and in accordance with the Letter Agreement the parties desire to amend the terms of the Distribution 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 and not defined in this Amendment have the meanings set forth in the Distribution Agreement):

1. The Distribution Agreement is hereby amended by deleting Section 2.16 in its entirety, and replacing it with the following: “Section 2.16 [Intentionally omitted].”

2. Except as expressly amended and modified under paragraph 1 above, the Distribution Agreement shall remain in full force and effect.

3. This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.

[SIGNATURE PAGE FOLLOWS]

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.

IMS HEALTH INCORPORATED.

BY:  ROBERT H. STEINFELD
——————————————
Name:  Robert H. Steinfeld
Title:    SVP - General Counsel

SYNAVANT INC.

BY:  CHRISTINE PELLIZZARI
——————————————
Name:  Christine Pellizzari
Title:    Secretary

EX-10.41 5 restatedxplicagr_10q.htm restated xponent data license agreement

IMS HEALTH INCORPORATED

Restated Xponent Data License Agreement

AGREEMENT, dated as of this 26^th day of April, 2001, with an effective date of September 1, 2000 (“Effective Date”) by and between IMS Health Incorporated (hereinafter “IMS”), a Delaware corporation with an address at 200 Nyala Farms, Westport, Connecticut 06880, and the Interactive Marketing Division of Synavant Inc., (formerly known as Clark O’Neill) (hereinafter “Licensee”), a Delaware corporation, with an address at One Broad Avenue, Fairview, New Jersey 07022. This Agreement supercedes the Xponent Data License Agreement signed on August 31, 2000.

RECITALS

WHEREAS, IMS is principally engaged in providing information services to the pharmaceutical industry and, in connection therewith, collects data from pharmacies through various third parties relating to prescription transactions and prescribers;

WHEREAS, Licensee on behalf of its customers, is principally engaged in providing direct marketing of pharmaceutical promotion to prescribers in the United States and circulation management of healthcare professional publications in the United States; and

WHEREAS, IMS desires to license certain data to Licensee in accordance with and subject to the terms set forth in this Agreement:

NOW THEREFORE, in consideration of the foregoing and of the mutual promises herein contained, the parties agreement as follows:

DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings specified:

“affiliate” of Licensee means any Person which now or in the future controls, is controlled by or is under common control with Licensee.

“Agency” means an agency engaged by a Manufacturer to develop and/or implement a marketing campaign for one or more of such Manufacturer’s Legended Drugs.

“Association” means a professional association, comprised of members in a health care-related profession, which is, pursuant to the terms of Paragraph 8(a), identified by IMS as licensing data to IMS that is incorporated into certain elements of the Data

“Contract Year” means each 12-month period commencing on September 1 and ending on August 31 during the term of this Agreement.

“Data” means certain data provided by IMS from its Xponent® Plantrak™ and Xponent® Profiler™ information services and other services as further described on Exhibit 1 hereto.

“Desktop Media” means prescription pads, medical forms and other similar promotional materials which are provided to Prescribers at a nominal charge or without charge, and which contain advertising relating to one of more Legended Drugs.

“Healthcare Company” means (i) a manufacturer of Legended Drugs or over the counter (“OTC”) products or any Person licensed by such a manufacturer to market and sell Legended Drugs or OTC products (“Manufacturer”) or an Agency; provided, however, that neither a wholesaler of Legended Drugs, a pharmacy, nor a Person providing mail service prescription drug programs shall be deemed a “Manufacturer”; (ii) a manufacturer of medical supplies and/or diagnostic equipment, or any person licensed by such a manufacturer to market and sell medical supplies and/or diagnostic equipment; (iii) a publisher of single or multi-sponsored journals which are devoted to medicine, health care or veterinary subjects (“Journals”); (iv) a publisher of Desktop Media, (v) a sponsor of continuing medical education (“CME”) seminars, conferences or courses or a publisher of CME materials or (vi) a pharmacy benefits management company or “PBM”.

“Legended Drugs” means drugs, which under Federal or state law require the written prescription of a doctor, osteopath or other individual who has the authority to prescribe Legended Drugs.

“Materials” means (i) information, including promotional materials and solicitation materials sent to a Prescriber, all of which related to one or more Legended Drugs or over-the-counter drugs of a Manufacturer or relate to medical supplies and/or diagnostic equipment marketed by a Healthcare Company, (ii) surveys or questionnaires sent to a Prescriber which either seek information related to the prescribing or practice profile of such Prescriber or the use by such Precriber of medical supplies or diagnostic equipment; provided, however, that the use of such surveys or questionnaire shall be subject to the terms of Paragraph 6(c) hereof, (iii) Journals, (iv) Desktop Media, or (v) information, including promotional materials, solicitation materials or course materials, relating to CME.

“Person” means any natural person, corporation, business trust, joint venture, association, company, firm, partnership, government entity or other entity.

“Prescriber” means a doctor, osteopath, dentist or other individual with an address in the United States who has the authority to prescribe Legended Drugs.

LICENSE GRANT
IMS hereby grants to Licensee a non-transferable and non-exclusive license, without the right to grant sublicenses, to Data for use solely in accordance with the terms of Paragraph 4 and 5 hereof and subject to the other terms and conditions of this Agreement and only for the uses as specified in Exhibit 3. The licenses granted herein are not exclusive, subject to Exhibit 5, and nothing contained herein shall prohibit or restrict IMS from licensing, selling or otherwise transferring Data or any other information to any other Person or from using Data or any other information for its own purposes.

DATA
IMS shall provide the Data to Licensee in accordance with the operational procedures set forth on Exhibit 2 hereto. IMS will use its reasonable efforts to process Data in an accurate and complete manner. IMS will promptly notify Licensee of any material inaccuracies in such Data, which become known to IMS in accordance with IMS’s then applicable internal procedures for data quality assurance.

USE OF DATA
Subject to the other terms and conditions of this Agreement, the Data licensed hereunder, shall be used by Licensee solely for the uses and purposes listed on Exhibit 3.

CONDITIONS APPLICABLE TO USE OF DATA

The delivery of any Materials, Legended Drug samples or over-the-counter drug samples in connection with Paragraph 4 may be made by U.S. Postal Service, other common carrier, telegram, telephone, facsimile transmission, internet, modem or other means; provided, however, that under no circumstances (except as noted below) shall delivery of any of such Materials or Legended Drug samples be accomplished by (i) any employee of a Manufacturer, including but not limited to any pharmaceutical sales representative of such Manufacturer, or (ii) any Person engaged by a Manufacturer to call on Prescribers on behalf of such Manufacturer in connection with the marketing of one or more Legended Drugs, except that in the event that the Manufacturer is a licensee of Xponent® prescriber level data for the same products, and therapeutic classes during the applicable time periods, the prohibition set forth above in this paragraph 5a does not apply, provided that Licensee has secured advance written approval of IMS (e.g. execution of a Third Party Access Agreement). Notwithstanding the above, in the event that a Prescriber has requested that Licensee deliver a Legended Drug sample, or Materials, as a result of Licensee’s First Rx or sample fulfillment programs, and the Manufacturer of the Legended Drugs or the Manufacturer of the Legended Drug that is described in the Materials is not a Licensee of Xponent® prescriber level data for the same products and therapeutic classes, Licensee, for three (3) programs only for any twelve (12) month period, will be allowed to permit a person described in (i) or (ii) above, to deliver the Materials and/or Legended Drug samples to the Prescriber; provided however that (a) Licensee provides IMS with three (3) days prior written notice, and (b) each such program does not exceed supplying five thousand (5,000) Prescribers with Legended Drug samples and/or Materials.

The use of any list of Prescribers selected by Licensee from the Data pursuant to the terms of Paragraph 4 shall be limited to a specific one-time use or a single marketing program conducted by Licensee for a Healthcare Company or any renewal or repeat of such program by Licensee; provided, however, that with the exception of Limited Data, and the retention of Historical Data as provided under Paragraph 11(c), and Data, or any information derived from such Data, contained in or identified with such list may only be used in a manner permitted hereunder for a period not to exceed ninety (90) days, after which such Data must be destroyed. In the event any Data or any information derived therefrom is copied or incorporated into any database, data bank or any file or listing containing any data not provided pursuant to the terms of this Agreement, such database, data bank, file or listing, as the case may be, shall be and remain subject to all of the terms and conditions of this Agreement.

Except as provided under Paragraphs 5(d), 5(e) and 18 hereof, Licensee shall retain the Data and any information derived therefrom only within the internal confines of Licensee’s own organization. The parties hereto acknowledge and agree that the preceding sentence is fundamental to this Agreement and Licensee shall not design programs or provide multiple copies of list to a Healthcare Company which taken together would result in either directly or indirectly avoiding the restriction contained in the preceding sentence. Licensee shall not provide any data to any third party, including but not limited to a Healthcare Company or any affiliate of Licensee, except as specifically set forth below:

(1)

If a Healthcare Company engages a third party to provide lettershop or similar services in connection with sending Materials to Prescribers (a “Lettershop”), Limited Data may be provided by Licensee to the Lettershop; provided, however, Licensee enters into a written agreement with such Lettershop in accordance with Paragraph 5(f)(1) of this Agreement. The Lettershop shall be required to return Limited Data to Licensee or the Healthcare Company, as the case may be, within ten (10) calendar days of the earlier of completion or termination of the respective order for services.

(2)

In the event Licensee selects a list of Prescribers from the Data for use in connection with providing Materials or Legended Drug samples to certain of such Prescribers on behalf of a Manufacturer, Licensee may provide Limited Data to such Manufacturer for the sole purpose of permitting such Manufacturer to notify its sales representatives of Prescribers within each sales representative’s territory who were sent such Materials or Legended Drug samples; provided, however, Licensee send a purchase order to such Manufacturer or enters into a written agreement with such Manufacturer in accordance with Paragraph 5(f)(2) of this Agreement and provided further that Limited Data derived in whole or in part from Data is not provided to a Manufacturer any more frequently than once in any thirty (30) day period.

(3)

In connection with the delivery to a Prescriber of any sample of a Manufacturer’s Legended Drugs in response to a solicitation made pursuant to Paragraph 4, Licensee may provide Limited Data to such Manufacturer, and such Manufacturer shall be permitted to retain Limited Data relating to the recipients of such Legended Drug samples solely for purposes of compliance with any applicable state and Federal laws, including but not limited to laws relating to the distribution of Legended Drug samples, such period of retention in each instances to be limited to the longest period of time necessary to comply with any such laws or as otherwise reasonably provided by agreement between Licensee and its customer.

Licensee may provide the following types of information derived from the Data to a Healthcare Company that is a prospective customer for a specific service of Licensee that involves the selecting of lists of Prescribers, derived from the Data for the uses permitted by the terms of Paragraph 4 of this Agreement, solely for purposes of promoting such service provided such information does not identify individual Prescribers and is not summarized by and/or identified with any geographic area or unit including but not limited to zip codes, counties, state or sales territories, (except that Licensee may aggregate the Data and provide a prospective customer such aggregated information for one state or one region (e.g. New England), only) but aggregates Prescribers only in the following manner:

(1)	by Prescriber specialty, the total number of Prescribers per specialty contained in the Data, and/or

(2)	by prescribing level, in quintiles or deciles.

Licensee may provide to a Healthcare Company for whom Licensee has provided a product or service which uses Data as permitted under Paragraph 4 in connection with a single marketing program, the total number of Prescribers that were sent Materials or responded to Materials from Licensee, as the case may be, with respect to such program.

If at any time Licensee provides any Limited Data or any information derived from such Data to:

(1)

A Lettershop, Licensee shall enter into a written agreement with such Lettershop, which agreement shall, among other things, contain such terms and conditions as are necessary or desirable to prohibit such Lettershop from making any use of such Limited Data and/or information in a manner which is inconsistent with the terms and conditions of this Agreement. Such terms and conditions at a minimum, shall include:

(a)

a provision stating that the Limited Data is being provided to the Lettershop solely for the limited purpose set forth in Paragraph 5(c)(1);

(b)

terms and conditions which reflect the obligations and restrictions contained in Paragraphs 5(a), 5(b), 5(c)(1), 5(g), 5(h), 6, 7 and 8;

(c)

a provision stating that the use of Limited Data is limited to a specific one-time use or use in connection with a single marketing program, as the case may be; and

(d)

a provision stating that IMS Health Incorporated is an intended third party beneficiary to the agreement between Licensee and such Lettershop. In the event a Lettershop fails to comply with such an agreement, Licensee shall promptly notify an appropriate representative of such Lettershop in writing of such failure, with a copy to IMS, within five business days after Licensee knows or reasonably suspects such failure. Licensee shall promptly provide IMS with a copy of any correspondence between Licensee and such Lettershop relating to such failure. IMS shall have a right to bring an action as an intended third party beneficiary to enforce the terms and conditions of the agreement between Licensee and such Lettershop to the extent such terms and conditions are required by the terms of this Paragraph 5(f). In the event IMS does not have rights as an intended third party beneficiary to bring an action as contemplated in this Paragraph 5(f), Licensee agrees to be liable for any breach by such Lettershop of such agreement.

(2)

A Manufacturer, Licensee shall either send an order form to such Manufacturer or enter into a written agreement with such Manufacturer which order form or agreement, as the case may be, shall, among other things, contain such terms and conditions as are necessary or desirable to prohibit such Manufacturer from making any use of such Limited Data and/or information in a manner which is inconsistent with the terms and conditions of this Agreement. Such terms and conditions, at a minimum, shall include:

(a)

a provision stating that the Limited Data is being provided to the Manufacturer solely for one or both of the limited purposes set forth in Paragraph 5(c)(2) and (3);

(b)

terms and conditions which reflect the obligations and restrictions contained in Paragraphs 5(a), 5(b), 5(c)(2) and/or 5(c)(3), as the case may be 5(g), 5(h), 6, 7 and 8;

(c)

a provision stating that the use of Limited Data is limited to a specific one-time use and/or use in connection with a single marketing program;

(d)

a provision stating that such Manufacturer is not permitted to store the Limited Data in any database or otherwise use the Limited Data to target the calling activity of its sales representatives on Prescribers; and

(e)

a provision stating that IMS Health Incorporated is an intended third party beneficiary to the agreement between Licensee and such Manufacturer.

In the event a Manufacturer fails to comply with such an agreement, Licensee shall promptly notify an appropriate representative of such Manufacturer in writing of such failure, with a copy to IMS within five business days after Licensee knows or suspects such failure. License shall promptly provide IMS with a copy of any correspondence between Licensee and such Manufacturer relating to such failure. IMS shall have a right to bring an action as an intended third party beneficiary to enforce the terms and conditions of the agreement between Licensee and such Manufacturer to the extent such terms and conditions are required by the terms of this Paragraph 5(f). In the event IMS does not have rights as an intended third party beneficiary to bring an action as contemplated in this Paragraph 5(f), Licensee agrees to be liable for any breach by such Manufacturer of such agreement.

Such agreements shall specify the intended uses of such Limited Data in sufficient detail so that it may be determined whether such use is in compliance with the terms and conditions of this Agreement. Such agreements shall be available to IMS in connection with any inspection, which IMS may perform pursuant to Paragraph 17 of this Agreement.

In connection with any use of Data under no circumstances shall any of such Data or any information derived therefrom be disclosed to a Prescriber or to any other Person except as expressly provided herein.

Notwithstanding anything to the contrary contained herein, under no circumstances shall any Data or Limited Data be provided by Licensee to any Person which has one or more lines of business engaged in the licensing, selling or providing of access to data, information or databases in competition with IMS or any Subsidiary (“Competing Company”), or any Person controlling, controlled by or under common control with a Competing Company, including but not limited to the Competing Companies listed on Exhibit 4; provided, however, that nothing herein shall preclude Licensee, a Manufacturer or an Agency from engaging a Lettershop of the delivery of Materials in accordance with the terms of Paragraph 5(a) and in connection therewith, providing Limited Data to such Lettershop in accordance with Paragraph 5(c)(1), provided Licensee complies with the terms of Paragraph 5(f)(1).

As used in this Paragraph, “Limited Data” shall mean Data limited to the following fields of information: Prescriber name and Prescriber address to which the Material or Legended Drug sample was sent or to be sent. Limited Data shall also include Association Data, provided Licensee has an appropriate license with respect to such Data and further provided the use of such Association Data and if applicable, the disclosure of such Association Data, is permitted under the terms of such license.

PROHIBITED USES OF DATA
IMS does not grant, and Licensee does not receive any title or other interest in the Data or any information derived therefrom, including but not limited to the Limited Data, except for those rights granted explicitly in this Agreement; all rights not expressly granted to Licensee are reserved to IMS. Without limiting the generality of the foregoing, under no circumstances shall Licensee use, or permit any other Person to use, Data received by Licensee in connection with this Agreement or any information derived therefrom, including but not limited to the Limited Data, in any manner which:

is contrary to the terms of this Agreement or is otherwise not expressly permitted by the terms of this Agreement;

will violate any law or regulation by such use;

will violate the contractual restrictions of any Association identified by IMS pursuant to Paragraph 7(a) governing the use of such Association’s data incorporated within the Data in effect at the time of the use of such Data, unless an authorized representative of IMS provides Licensee with written notice that such Data is no longer subject to the restrictions of such Association’s agreement;

results in any analysis of the Data, or any information derived therefrom, which analysis (i) results in the disclosure to one or more Persons of any information regarding the mathematical algorithms formulas, processes, or projection or statistical methods used by IMS to produce any of the Data, (ii) is used or made available for use to promote or aid in the promoting of any data or information which is not derived from the Data, or (iii) seeks to demonstrate that the Data, or any information derived therefrom, is inferior to any other data, attempts to show any deficiency in such Data or information, or otherwise makes statements detrimental to IMS concerning such Data or information;

results in the selection of Prescribers from which a Manufacturer, an Agency, Licensee or any other Person solicits information on practice profiles and/or prescribing activity for the purpose of developing a database of practice and prescribing profiles on individual Prescribers, except for the solicitation of such information for the benefit of (i) a single Manufacturer or (ii) a single Healthcare Company that is a manufacturer of medical supplies and/or diagnostic equipment or (iii) a publisher of desktop media. Notwithstanding the above, with respect to the developing of practice profile databases of Prescribers by Licensee, Licensee may develop a database of practice profile information derived from the use of the Data if such practice profile information is (i) not information that IMS regularly collects, creates or possesses in the ordinary course of its businesses, (ii) the practice profile information is only indirectly derived from the Data (i.e. Data is used to solicit practice profile information for Prescribers and does not contain anything from the Data itself other than Limited Data) and (iii) the practice profile information does not reflect attitudes and self-reporting behavior relating to the prescribing of Legended Drugs.

applies one or more mathematical algorithms, formulas or processes to any of the Data for the purpose of estimating or projecting any new data or information;

results in the reverse engineering or disassembling of any of the Data;

enhances, benchmarks, validates, compares with, authenticates, verifies, supplements, or modifies any data, products or services of Licensee or any other party except as expressly provided in this Agreement;

facilitates, authorizes or otherwise expressly or tacitly permits the incorporation of the Data, or any information derived therefrom, in any sales force automation systems, electronic territory management system, customer relationship management system, or any other similar system used by sales representatives for call reporting and management of sales information for their respective territories, except as expressly provided in Paragraph 5(c)(2);

facilitates, authorizes or otherwise expressly or tacitly permits the use of any Data, or any information derived therefrom, by a Manufacturer for use in connection with the compensation or management of such Manufacturer’s sales force(s); or

facilitates, authorizes or otherwise expressly or tacitly permits the use of any Data, or any information derived therefrom, by a Manufacturer for targeting of Prescribers by the sales representatives of such Manufacturer.

ASSOCIATION DATA

IMS may identify to Licensee in writing certain elements of some or all of the Data, which incorporates information licensed to IMS by an Association (“Association Data”). In addition to the terms and conditions of this Agreement, Licensee agrees to treat each element of Association Data in accordance with the terms of the respective Association agreement then in effect between IMS and such Association. To the extent that any term of such an Association agreement then in effect is more restrictive concerning the use or disclosure of Association Data than the terms contained in this Agreement concerning the use or disclosure of Data, then the terms of such Association Agreement shall control, but only with respect to the use or disclosure, as the case may be by Licensee of Association Data.

In the event IMS identifies Association Data pursuant to Paragraph 7(a) above and Licensee fails to maintain the requisite license with the Association licensing such data to IMS which would permit Licensee, at a minimum, a right to use the Association Data provided hereunder in the manner contemplated herein, IMS shall have no further requirement to provide such Association Data under the terms of this Agreement until such time as Licensee obtains such a license.

By way of example, and not by way of limitation, any element of Data identifying:

(1)	the Medical Education number of the Prescriber is derived from the American Medical Association’s (“AMA”) Physician Professional Data and shall remain subject to the terms and conditions of the applicable AMA agreement then in effect between IMS and the AMA.

(2)	the American Osteopathic Association (“AOA”) number of the Prescriber is derived from the AOA’s data files and shall remain subject to the terms and conditions of the applicable AOA agreement then in effect between IMS and the AOA.

CONFIDENTIALITY
Licensee hereby acknowledges that the Data are proprietary to IMS (collectively “Confidential Information”), agree to protect the proprietary and confidential nature of such Confidential Information and in connection therewith, will prohibit any access to or copying or disclosure of any of the Confidential Information during the terms of this Agreement and after termination of this Agreement, except (a) that access to and disclosure of Confidential Information may be provided to those employees of Licensee, in connection with the uses permitted Licensee as described in Exhibit 3 who require same to carry out such uses, and (b) as expressly permitted under Paragraphs 5(c), (d) and (e) of this Agreement. Licensee and any such other persons who receive access to or disclosure of Confidential Information pursuant to the preceding sentence shall maintain the strict confidentiality of such Confidential Information in the same manner as Licensee maintains the confidentiality of its own confidential information, and Licensee will not disclose such Confidential Information except as expressly provided herein. In the event any of such other persons fail to comply with the confidentiality obligations contained in this Paragraph 8, Licensee shall promptly notify an appropriate representative of such person in writing of such failure, with a copy to IMS within five business days after Licensee knows or suspects such failure. Licensee shall promptly provide IMS with a copy of any responses from such person to Licensee’s notification. IMS shall have a right to bring an action as an intended third party beneficiary to enforce the terms and conditions of the agreement between Licensee and such person with respect to obligations of confidentiality. In the event IMS does not have rights as an intended third party beneficiary to bring an action as contemplated in this Paragraph 8, Licensee agrees to be liable for any breach by such person of such agreement. Licensee agrees that it will not ever, either during the term of this Agreement or after its termination, assert that Data are not, were not or will not be proprietary to IMS and subject to copyright held by IMS with the exception of elements of Association Data which is proprietary to the respective Association and subject to copyright held by such Association.

REPRESENTATIONS AND WARRANTIES
IMS represents and warrants that it has the right and authority to license the Data to Licensee under this Agreement. EXCEPT AS EXPRESSLY STATED IN THE PRECEDING SENTENCE OR PARAGRAPH 3, IMS MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE DATA (INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OF SUCH DATA OR ITS FITNESS FOR LICENSEE’S PARTICULAR PURPOSE) AND FURTHER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED AS TO THE ACCURACY OR COMPLETENESS OF THE DATA.

10.

LIMITATION OF LIABILITY
IMS’s entire liability and Licensee’s exclusive remedy for IMS’s failure to abide by the accuracy and completeness requirements of Paragraph 3 shall be for IMS to endeavor to correct, in accordance with IMS’s then applicable operating procedures for data quality assurance, any such non-conformance which has been reported by Licensee to IMS in writing in a timely manner in accordance with Exhibit 2. Notwithstanding any injunctive relief which Licensee may be entitled to, IMS shall not be liable for any indirect, consequential, punitive, incidental or special damages to person, property or business which may be caused by any use, failure to provide or unavailability of Data or any breach by IMS of its obligations hereunder (even if IMS has been advised of the possibility of such damages).

11.

TERM/TERMINATION

The term of this Agreement shall be for a three (3) year period commencing on the date first written above. Licensee shall have the right to terminate this Agreement at the end of each contract year of this Agreement provided that Licensee give IMS one hundred, eighty (180) days written notice prior to the end of the then existing contract year, of its intention to terminate. Notwithstanding the foregoing, IMS shall have the right to terminate this Agreement on thirty (30) days advance written notice to Licensee:

(1)

if Licensee becomes insolvent, voluntarily files a petition under any federal or state bankruptcy law for itself, has an involuntary petition filed under any federal or state bankruptcy law against it which is not removed within thirty (30) days of filing, ceases operations for at least thirty (30) days with the intent of winding up Licensee’s business, or otherwise publicly announces the termination of its operations and/or substantially all the products relating to the licenses granted herein;

(2)	upon the sale of Licensee, whether by merger, consolidation, the sale of its stock or by the sale of all or substantially all of its assets to a Competing Company or any Person controlling, controlled by or under common control with a Competing Company; or

(3)	if Licensee or any affiliate of Licensee develops or comes into possession of data, which is substantially similar to the Data or Licensee, or any affiliate of Licensee acquires the right, by license, purchase or otherwise, to data which is substantially similar to the Data.

As used in Paragraph 11(a)(3), data which is “substantially similar to the Data” shall include but not be limited to any data or information (a) consisting of or derived from a number of prescription transactions in any calendar month which number is greater than or equal to one-twentieth (1/20^th) of the number of prescription transactions as estimated by IMS’s National Prescription Audit for such calendar month, or (b) which Licensee or any affiliate of Licensee claims is the functional or statistical equivalent of data that consists of or is derived from a number of prescription transactions in any calendar month which number is greater than or equal to one-twentieth of the number of prescription transactions as estimated by IMS’s National Prescription Audit for such calendar month. However, data shall not be considered “substantially similar to the Data” for any data received from a pharmaceutical Manufacturer for use by Licensee solely to provide services to such Manufacturer.

In the event of the termination of this Agreement:

(1)

Licensee shall deliver all Data, and any information derived therefrom, (except for Licensee’s client’s proprietary information that has been supplied to Licensee by client) in its possession or control to IMS within ten (10) days of such termination except as otherwise expressly provided in Paragraph 11(c).

(2)

for any period during which Data, or any information derived therefrom, remains in the possession or control of Licensee after termination of this Agreement, such Data and information shall remain subject to the restrictions contained in this Agreement, including but not limited to those restrictions contained in Paragraphs 4, 5, 6, 7, and 8.

This provision shall not be construed to limit survival of any other provision, which also survives the termination of this Agreement by the express or implied terms of such provision.

In connection with the selection of a list of Prescribers for a use permitted pursuant to Paragraph 4, Licensee is authorized to maintain for a period of three years (or longer to the extent required by law) from the date following the termination of this Agreement historical files containing the following data elements from Data: physician name, physician address used in connection with a delivery made in accordance with the terms of this Agreement, Prescriber identification number and Prescriber specialty (collectively “Historical Data”). Such Historical Data may be maintained for such three year period only for the following purposes: (i) servicing a possible Legended Drug product recall pursuant to applicable regulations promulgated by a government agency whereby notices are delivered to Prescribers chosen from a list produced by Licensee under the terms of this Agreement to whom samples of such Legended Drugs were sent, (ii) recreating a delivery made on behalf of a Healthcare Company pursuant to the terms of this Agreement in which an error was made either by Licensee and/or the Healthcare Company, as the case may be, which error is the sole reason for recreating such delivery, or (iii) responding to an audit or written request of a governmental agency for information on the recipients of a Legended Drug sample delivered in the fulfillment of a request by a Prescriber in response to a solicitation made pursuant to Paragraphs 4(a), 4(b) or 4(d). Within thirty (30) days following the end of such period, the Historical Data for such deliveries will be deleted from Licensee’s possession and control.

12.

DEFAULT

A “Default” shall exist hereunder by Licensee if Licensee fails in any material respect to be in compliance with the terms of Paragraphs 2, 4, 5, 6, 7 or 8 (an “Event of Default”) and such failure, if curable, is not cured within ten (10) calendar days following notice of such failure from IMS.

If IMS alleges an Event of Default by Licensee, and Licensee in good faith disputes the occurrence of such Event of Default, IMS agrees to continue to provide Data hereunder until such dispute is resolved by the parties or by a determination through arbitration as provided in Paragraph 16, without prejudice to any remedies available to IMS.

13.

CERTAIN REMEDIES

If the sale of any product or the rendering of any service or the license of any Data gives rise to an Event of Default pursuant to Paragraph 2 or 4 of this Agreement, then IMS shall receive from Licensee an amount equal to the aggregate of the gross revenues recognized from the same of such product or the fees charged in connection with the rendering of such service or the licensing of such Data.

Two or more Events of Defaults hereunder, whether or not cured, shall entitle IMS, in its sole discretion, to immediately terminate this Agreement upon written notice to Licensee; provide however, that each such Event of Default is acknowledged in writing by Licensee and/or is finally determined by arbitration pursuant to Paragraph 16 of this Agreement.

Noting herein shall be construed as limiting IMS’s rights and remedies, in the event of a breach of this Agreement by Licensee, whether or not such breach is cured. The rights and remedies set forth in Paragraphs 11 and 13 of this Agreement are in addition to any other rights or remedies which otherwise may be available, in law or in equity.

14.

FORCE MAJEURE
Licensee agrees that IMS shall not be deemed to have breached this Agreement or to be liable for any damages caused by failure to perform or by delay in rendering performance hereunder arising out of any occurrence or contingency beyond its reasonable control, including but not limited to (a) flood, earthquake, fire, war, strikes, labor unrest, riot, civil commotion, power or communication line failure, computer equipment failure or operational failure, (b) failure of independent contractors under agreement with IMS to perform or a delay in such performance, failures, delays or restrictions of sources from which information or data is obtained, or failure of performance by Licensee, or (c) prohibition(s) or restrictions(s) imposed by applicable regulatory authority, the judgment, ruling or order of a court or agency of competent jurisdiction, or the enactment of or change in any law or regulation.

15.

ADDITIONAL AGREEMENTS

IMS and Licensee each agree to keep the terms of this Agreement in confidence and not disclose them to any other Person, except for those terms of the Agreement required to be disclosed (i) pursuant to federal or state laws or regulations including securities laws and their related disclosure requirements, (ii) pursuant to judicial or arbitration orders and proceedings, (iii) as may be required to perform their obligations under this Agreement, or (iv) to each of IMS’s and Licensee’s legal and financial representatives who need to know such terms solely for the purpose of providing legal and financial advice to each such party, respectively. This provision shall not prohibit either party from disclosing the existence of this Agreement or that IMS is a data source.

Upon the request of IMS, the President of Licensee (or in the event the President of Licensee is not responsible for the day-to-day business of Licensee, then the General Manager of Licensee or such other person who has overall responsibility for the day-to-day business of Licensee) shall provide IMS with a written statement certifying that, after due inquiry, Licensee has complied in all materials respects with Licensee’s obligations under the provisions of Paragraphs 2, 4, 5, 6, 7 and 8 of this Agreement for the past Contract Year, except as noted therein.

Under no circumstances shall this Agreement be construed as placing any affirmative obligation on IMS, express or implied, to collect or continue to collect any data or information from any third party, including but not limited to pharmacy data from which the Data is derived (“Source Data”). In the event IMS determines, in its sole judgment and discretion, to cease collecting any Source Data which will result in a substantial reduction in the amount of, or the cessation in, the Data delivered hereunder, IMS will provide written notice of such at least ninety (90) days prior to the date on which such Source Data collection will cease, specifying the date or dates at which IMS will cease collecting such Source Data and the approximate number of prescriptions that will not be included in the Data in the ensuing twelve (12) months as a result (the “IMS Notice”). In such event, IMS shall incur no liability to Licensee in connection therewith and, in the event IMS ceases to collect all of such Source Data then this Agreement shall automatically terminate and be of no further force and effect immediately upon the last delivery of Data to Licensee. A “substantial reduction” means a reduction in the aggregate amount of prescriptions comprising the Source Data for use in connection with the delivery of Data hereunder in excess of twenty-five percent (25%) when compared with the aggregate amount of prescriptions comprising the Source Data available to IMS for use in connection with the delivery of Data for the same calendar quarter period in the immediately prior year.

IMS and Licensee acknowledge that a data supplier to IMS may request that some or all of its data be restricted in such a manner as to prevent IMS from providing such data, or information derived therefrom to Licensee (“Data Supplier Request”). In the event of a Data Supplier Request, IMS may, at its sole option enter into an agreement or arrangement or continue an agreement or arrangement, as the case may be, which accommodates such Request; provided, however, IMS prior to the acceptance of such an agreement or arrangement, uses reasonable efforts to persuade such data supplier to provide its data without such restriction. For purposes of this Paragraph 15(d), IMS shall be deemed to have used “reasonable efforts” if IMS, in connection with its negotiations with such data supplier, makes a bona fide attempt to persuade such data supplier to provide its data to IMS without such restriction; provided, however, under no circumstances shall IMS have any obligation to increase the amounts paid, or to be paid, to such data supplier in exchange for the elimination of such restriction.

IMS agrees that, upon the request of Licensee, IMS shall negotiate in good faith with Licensee for a period of not more than 30 days with respect to the acquisition by Licensee of IMS’s Xponent® information services in certain European countries. In the event that the parties have not entered into a definitive agreement with respect to such acquisition at the end of such 30-day period, IMS shall have no further obligations pursuant to this Section 15(c). The parties acknowledge and agree that nothing in this Section 15(c) shall create a binding obligation on IMS or Licensee to consummate such an acquisition or shall constitute any expression of the parties’ intent or agreement with respect to the terms of any such acquisition; any such obligation and such terms will be created and expressed only by a definitive agreement or agreements, if any, negotiated and entered into by the parties.

16.

ARBITRATION

Each party shall designate a project manager to coordinate such party’s activities under this Agreement. Such project managers shall also, when necessary, confer in order to resolve problems or disputes that may arise in connection with each party’s performance hereunder. If the project managers cannot resolve such problems or disputes, such problems or disputes shall be referred to each party’s respective senior management including, if necessary, its President for discussion and resolution.

Subject to Paragraph 16(d) any controversy or claim arising out of or relating to this Agreement, and which cannot be resolved in accordance with the procedure set forth in the preceding paragraph, shall be submitted to arbitration before a panel of three (3) arbitrators. The arbitrators shall be selected and the arbitration conducted in accordance with the Commercial Rules of the American Arbitration Association. An award shall be conclusive and binding if concurred in by two (2) of the arbitrators, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitrators shall be required to deliver a written decision setting forth their findings of fact and basis for their award. The arbitrator’s award shall provide for the payment of the arbitrators’ expenses and fees, together with other expenses incurred in the conduct of the arbitration proceeding other than legal fees and expenses. However, the arbitrators shall award the prevailing party reasonable attorneys’ fees and other expenses incurred in the arbitration proceeding in the event that the arbitrators determine that either party acted in bad faith in connection with either asserting a claim or a defense in the arbitration proceeding itself.

The parties hereby agree to submit to the exclusive personal jurisdiction and venue of the United States District Court for the Eastern District of Pennsylvania for purposes of enforcing the agreement to arbitrate, providing provisional relief pending the award, and entering judgment on the award. If for any reason the aforesaid court does not have subject matter jurisdiction the parties alternatively agree to submit to the exclusive personal jurisdiction and venue of the applicable court of the Commonwealth of Pennsylvania, County of Montgomery, for the foregoing purposes. Nothing contained in this paragraph shall preclude the arbitrators from granting, where appropriate, injunctive or other provisional relief pending a final award.

Notwithstanding, the provisions of Paragraphs 16(b) and (c), any party hereto may pursue any provisional remedy (including but not limited to preliminary injunctive relief) to enforce its rights hereunder in the courts designated in Paragraph 16(c). The parties shall have the right to obtain such provisional injunctive relief from a court of law designated in Paragraph 16(c) pending the determination and award in the arbitration proceeding. The parties may seek injunctive relief either restraining certain conduct or mandating certain conduct. This Paragraph 16(d) shall not be deemed to limit the power of the arbitrators to grant any remedy or relief the arbitrators deem just or reasonable within the scope of this Agreement.

The parties agree that, immediately upon the designation of the arbitrators they will request the arbitrators that they set an expedited schedule for the conduct of the arbitration proceeding such that the proceeding is concluded within six months of the date of the filing of a demand for arbitration and that an award shall be rendered within thirty (30) days of the conclusion of the proceeding.

17.

INSPECTION RIGHTS/COOPERATION

IMS shall have the right to make an inspection of the business, books and records of Licensee upon five (5) days notice to Licensee for the purpose of verifying Licensee’s compliance with its obligations pursuant to Paragraphs 2, 4, 5, 6, 7 and 8 of this Agreement. Licensee shall maintain business records, books, account information, computer logs and related materials sufficient to permit IMS to verify that Licensee is in compliance with its obligations under the above-referenced Paragraphs.

Any such inspection of Licensee’s books and records, shall be performed by IMS’s representatives and/or its outside auditors. The costs of such an inspection shall normally be at IMS’s expense. However, Licensee shall bear the cost of an inspection if such inspection reveals an Event of Default or any other material breach of the terms of this Agreement.

18.

MISCELLANEOUS

The parties hereto are independent contractors engaged in the operation of their own respective businesses. Neither party is, or is to be considered as, the agent or employee of the other for any purpose whatsoever. Neither party has the authority to enter into contracts or assume any obligations for the other party or make any warranties or representations on behalf of the other party. Nothing in this Agreement shall be construed to establish a relationship of co-partners or joint ventures between the parties.

This Agreement constitutes the entire understanding between the parties and supersedes all proposals, commitments, writings, negotiations and understandings, oral and written and all other communications between the parties relating to the subject matter of this Agreement. This Agreement supercedes the Xponent Data License Agreement signed August 31, 2000 in its entirety. In the event there is a conflict between the terms of this Agreement and the terms of the Distribution Agreement dated August 31, 2000, the terms of the Distribution Agreement shall prevail.

IMS may assign all or any portion of this Agreement to an entity which is then an affiliated company and any such affiliated company may assign all or any portion of this Agreement to an entity which is then an affiliated company; provided, however, that any such assignment shall not relieve IMS of its obligations under this Agreement if the assignee fails to perform. This Agreement may not be assigned from Licensee to any other Person, whether by assignment by Licensee, by operation of law or otherwise without the prior written consent of IMS, which consent shall not be unreasonably withheld. The sale or transfer of a majority of the outstanding shares of Licensee, or the merger or consolidation of Licensee with any other Person, shall be deemed an attempt by Licensee to assign its interests in this Agreement which shall first require the prior written consent of IMS. Any assignment not expressly permitted under this Paragraph 18(c) or which has not received the written consent of the other party if required herein shall be void.

Should any part, term or condition hereof be declared illegal or unenforceable or in conflict with any other law, the validity of the remaining portion or provisions of this Agreement shall not be affected thereby, and the illegal or offensive portions of this Agreement shall be and hereby are redrafted to conform with applicable law in a manner which is consistent with the original spirit and intent embodied in the original executed copy of this Agreement, while leaving the remaining portions of this Agreement intact.

The waiver by either party of a breach or violation hereof or remedy provided herein shall not operate as or be construed to be a waiver of any subsequent breach or violation hereof.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to principles of conflicts of law.

Nothing in this Agreement is intended to benefit and shall not be deemed to benefit any person who is not a party hereto or to create any third party beneficiary rights.

All notices pertaining to this Agreement or the performance of either party hereunder shall be sufficient if in writing and sent by Federal Express or other similar overnight courier service with receipted delivery addressed to the other party at the address shown below or to such other address as a party hereto shall supply to the other in writing:

If to IMS:

IMS Health Incorporated
660 W. Germantown Pike
Plymouth Meeting, PA 19462
Attention: President

With a copy to:

IMS Health Incorporated
660 W. Germantown Pike
Plymouth Meeting, PA 19462
Attention: President

If to Licensee:

Synavant, Inc.
Interactive Marketing Division
One Broad Avenue
Fairview, NJ 07022
Attention: President

With a copy to:

Synavant, Inc.
3445 Peachtree Road, N.E.
Suite 1400
Atlanta, GA 30326
Attention: President

Such notice shall be effective upon receipt by the other party.

Neither party may under any circumstances utilize the name, trademarks, or tradenames of the other, or any names, trademarks, or tradenames so similar as likely to cause confusion, without the prior written notice to, and express written approval of, the other. Notwithstanding the preceding sentence:

(1)	Licensee’s advertising and other promotional materials for products or services which use any of the Data shall identify IMS as originator of such Data, a copy of which material will be promptly provided to IMS on or before the first release of any such material;

(2)

Licensee is hereby granted a non-transferable and non-exclusive license, without the right to grant sublicenses, to use the trademark Xponent in connection with the advertising and promotion of the Data, as such term is defined in Exhibit 1, and Licensee agrees to use such trademark in connection with its advertising and promotion of any products or services which use Data in accordance with the following:

(a)

whenever Licensee uses the Xponent trademark in advertising or in any other manner in connection with the Projected Data or any product or services of Licensee, which use the Projected Data. Licensee shall clearly indicate IMS’s ownership of the trademark;

(b)

samples of all literature, stationery, packages, labels and advertising prepared by or for Licensee and intended to be used by Licensee in connection with the use of the Xponent trademark shall be promptly provided to IMS by Licensee on or before the release of such materials;

(c)

when using the Xponent trademark, Licensee agrees to comply with all laws pertaining to trademarks in force at any time in the United States, including but not limited to, compliance with marking requirements.

(d)

Licensee agrees to comply with any written usage guidelines provided by IMS for use of the Xponent trademark;

(e)

Licensee acknowledges (i) IMS’s exclusive right, title and interest in and to the Xponent trademark and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of such right, title and interest, and (ii) use by Licensee of the Xponent trademark shall not create in Licensee’s favor any right, title or interest in or to the Xponent™ trademark, but that all uses of the Xponent trademark by the Licensee shall inure to the benefit of IMS

(3)	IMS shall have a right to identify to any Persons (i) that Licensee is a licensee of Data from IMS and (ii) those products and services which Licensee may use the Data under the terms of this Agreement.

Paragraph headings herein are for convenience only and do not control or affect the meaning or interpretation of any terms or provisions of this Agreement

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above


IMS Health Incorporated:	Synavant Inc.
By: BARRY BROUGHTON	By: CRAIG KUSSMAN
Name: Barry Broughton	Name: Craig Kussman
Title: Vice President	Title: Executive Vice President
Date: 4/26/01	Date: April 26, 2001

EXHIBIT 1

FEES & DATA DESCRIPTION

FEES. The annual fee for the services described in this Agreement for each Contract Year shall be one million, two hundred thousand dollars ($1,200,000). IMS shall invoice one quarter of the annual fee on a quarterly basis in advance (i.e. IMS shall invoice three hundred thousand dollars ($300,000) on or about September 1^st, December 1^st, March 1^st, and June 1^st of each Contract Year). Licensee shall pay the amount of each invoice from IMS within thirty (30) days from receipt of invoice by Licensee. In no event shall Licensee deduct or set-off any amount(s) against any amount(s) owed to IMS under this Agreement without IMS’ prior written consent. If Licensee fails to timely pay any amount in accordance with the terms of this Agreement Licensee shall pay in addition to the invoice amount, interest at the rate of eighteen percent (18%) per annum on the unpaid balance beginning thirty-five (35) days from the date of the invoice until such amounts are paid. In addition to any fees which Licensee agrees to pay Licensee shall have the exclusive responsibility for and agrees to pay all applicable governmental sales, use, added value, ad valorem or other similar taxes, duties, fees, levies or other governmental charges now in force or enacted in the future, except for taxes based on IMS’s income.

DATA– Data shall consist of the following:

Xponent Profiler (decided Xponent Data)

Data Elements:

Prescriber ID

ME number and IMS ID number

Prescriber Name

Prescriber Address

Prescriber Specialty

Product Code (or aggregate product codes)

Therapeutic class code

Decile range by therapeutic class

Decile range by product

Ancillary

Data:

DRM

45 for every report

A file identifying all the product changes from the previous deliverable.
A spreadsheet containing the record count for each tape.

Frequency of Delivery: Quarterly

Data to be Reported in Each Deliverable: Ninety (90) therapeutic classes (same as received as of June, 2000) with the right to substitute up to ten (10) classes per calendar quarter with a minimum of thirty (30) days prior written notice given to IMS (but subject to production schedules). Rolling twelve(12)months on calendar quarters within current production.

Format: FTP or Magnetic Tape

Xponent Plantrak

Data Elements:

IMS Plan Number

Product Code

TRX Prescription Volume and NRX Prescription Volume (an estimate of total count by Product Code for each Plan, of the number of prescriptions written from which products have been dispensed from Pharmacies).

TRX Unit Volume (an estimate of total units (e.g. number of tablets) by product code for each Plan, from which Products have been dispensed from pharmacies).

Ancillary Plan Affiliation (Prescriber to Plan linkages)

IMS Plan Roster File

Plan Name Key

Plan name and address

Frequency of Delivery: Once per contract year, upon request

Data to be Reported in Each Deliverable: Thirty-seven (37) therapeutic classes (same as received as of June, 2000 with the right to substitute up to five (5) classes per year with a minimum of thirty (30) days prior written notice to IMS (but subject to production schedules)

Format: FTP or Magnetic Tape

Unprojected Data File (to the extent IMS continues to offer this file to customers)for use solely in connection with Licensee’s First Rx Product as such product exists on June 1, 2000

Data Elements:

IMS Prescriber ID Number

ME number

Product NDC

Week End Date

Date Dispensed

TRX

NRX

Frequency of Delivery: Weekly

Data to be Reported in Each Deliverable: For each product requested, but for no more than twenty-four (24) First Rx Product projects per contact year. Specifications to be mutually agreed upon for each project.

Format: FTP or Magnetic Tape

CMF number for those products involved in the First Rx product. These requests will be fulfilled by the Analyst on an ad hoc basis but not more than twelve (12) times per calendar year.

IMS Bridge File

Data Elements:

IMS ID Number

*ME Number (or other Source ID and Source #3)

Frequency Delivery: Quarterly, upon request

Data to be Reported in Each Deliverable: To be mutually agreed upon.

Format: FTP or Magnetic Tape or CD Rom

Analyst – In order to facilitate Licensee’s receipt of Data and other Xponent data, IMS shall make available, for a maximum of twenty (20) hours per week, data analyst(s) to: (a) process Licensee’s requests for Data, and (b) process Licensee’s requests for other Xponent data for one or more of the uses described in Exhibit 3 (other than for use with First Rx) as more fully described in an IMS HEALTH Third Party Access Agreement between IMS and Licensee.

PRODUCT
For purposes of calculating the number of Products hereunder, a Product shall be counted for each Product Code reported with one or more Data Value fields, whether the reporting of such information is by:

(1)

prescription volume for a Legended Drug, regardless of form or strength,

(2)

prescription volume for a Legended Drug by form, regardless of strength, or

(3)

prescription volume for a Legended Drug by form and by strength.

For example, and not intended as a limitation, the separate reporting of Drug X in liquid form at 500mg and 1,000mg strengths and in tablet form at 500mg and 1,000mg strengths shall constitute four Products.

NOTE: IMS may, in its sole discretion, provide Prescriber Name, Prescriber Address, Professional Association Number (AMA or AOA only) and Prescriber Specialty linked to the Prescriber ID on a quarterly basis in a separate file from the Data (“Prescriber File”).

For purposes of this Agreement, the elements of Data identified with an asterisk (*) for (i) any Data having an ME Number in the Prescriber ID field or otherwise bridged to an ME Number in the Prescriber File shall be deemed derived from AMA-PPD, and (ii) any Data having an AOA Number in the Prescriber ID field or otherwise bridged to an AOA Number in the Prescriber File shall be deemed derived from AOA data.

EXHIBIT 2

OPERATIONAL PROCEDURES FOR DATA

INITIAL OBLIGATIONS. Within sixty (60) days of the Effective Date of this Agreement each party shall designate a Project Manager. The Project Manager of both parties shall meet to discuss the implementation of the Data delivery and any related issues.

DATA DELIVERY. Data Delivery shall be in accordance with frequency level and format as indicated in Exhibit 1 any amendments thereto. Licensee shall pay all shipping and other costs incurred with the delivery of IMS Data.

CHANGES TO DATA

Changes to Products. In the event that Licensee seeks to change or add products. Licensee shall notify IMS and Licensee shall be charged the price then in effect for such change.

Changes to Data Elements.

(a)

Licensee Initiated Changes. In the event that Licensee seeks to change any of the data elements, Licensee shall notify IMS in writing through its Project Manager of the requested change and the parties shall mutually agree to a fee increase. IMS in its sole discretion may decline to agree to the change.

(b)

IMS Initiated Changes. IMS reserves the right to discontinue any product or service

Changes to Reporting Frequency. In the event that Licensee seeks to change the reporting frequency, Licensee shall notify IMS in writing through its Project Manager of the requested change and the parties shall mutually agree to a fee increase. IMS in its sole discretion may decline to agree to the change

NOTICE OF CHANGES TO DELIVERABLES. Licensee shall send notice to the Project Manager of any changes to Data as set forth in section C above.

PLACE AND METHOD OF DELIVERY. The place of delivery shall be: Synavant, One Broad Ave, Fairview, New Jersey 07022. The method shall be via Federal Express other overnight mail courier, hand-delivery or other method reasonable calculated to reach Licensee promptly.

LOST OR DAMAGED DATA. Licensee must notify IMS if any Data is lost or damaged within ten (10) days from date of delivery. IMS will endeavor to conform the Data to the applicable IMS published specifications prevailing at the time of shipment, and will provide the replacement Data to Licensee within thirty (30) days of notice.

INSPECTION OF DATA. Licensee shall inspect the Data within ten (10) days of receipt. IMS Data shall be deemed to be proper and correct, unless proper notice is given to IMS within ten (10) days of receipt of the Data.

EXHIBIT 3

DATA USES

THE FOLLOWING USES ARE THE ONLY PERMITTED USES OF THE DATA:

The Licensee may use the Data to select, on behalf of a Healthcare Company, a list of Prescribers for the purpose of sending Materials, developed by or on behalf of such Healthcare Company, to certain of such Prescribers; B. The Licensee may use the Data in connection with Licensee’s Single Source Sampling product (as that product is defined as of August 31, 2000), to select, on behalf of one or more Manufacturers or Healthcare Company, a list of Prescribers, which list Licensee may use solely for the purpose of sending its order form to certain of such Prescribers soliciting a request from each of such Prescribers for one or more Legended Drugs of each of such Manufacturers (a “Form”), which form is substantially similar to the form attached hereto as Attachment 1;

The Licensee may use the Data to select on behalf of a publisher of Journals or a publisher of Desktop Media, a list of Prescribers for the purpose of determining advertisements to appear in a Journal or in a Desktop Media or who should receive such Journals;

The Licensee may use the Data to select on behalf of a Manufacturer or Healthcare Company, a list of Prescribers for the purpose of sending Legended Drug or OTC products samples of such Manufacturer to certain of such Prescribers.

Licensee may use the Data to report the overall impact and effectiveness of Licensee’s products and services provided to its third party customers, provided that only topline aggregated Data is provided to the third party.

Licensee may use the Unprojected Data File for its First RX product (as that product is defined as of August 1, 2000) for program targeting for Licensee intervention only.

The Licensee may use information derived from the Data in its proposals to customers, provided that only small amounts of topline aggregated information be used in such proposals.

EXHIBIT 4

LIST OF COMPETING COMPANIES

Name	Name
Abbott Associates, Inc.	Medstart
AC Neilsen Corporation	McKesson Corporation
Amaxis	Merck-Medco Managed Care Inc.
American Healthcare Systems	Migliara/Kaplan Associates (M/K)
Andersen Consulting (*)	N.A.D.C.
Archi-Tech Systems, Inc.	National Data Corporation (NDC)
Beghou Consulting	NFO
Bergen Brunswig Drug Company	Nomadic Systems, Inc.
Cardinal Health, Inc.	PCS Health Systems, Inc.
Common Health Direct	PharmFlex, Inc.
Communi-Form	Pharmaceutical Consulting Group
Comvestrix Corp.	Pharmaceutical Software Laboratories, Inc.
Comet	Pharmetrics
Computer Sciences Corporation (*)	Phoenix Marketing Group, Inc.
Data Analysis Systems, Inc.	Powell and Associates
Decision Resources, Inc.	Prescription Card Services, Inc. (PCS)
Della Marketing Concepts	Print Data Corporation
Dendrite	Professional Detailing Inc.
Diversified Pharmaceutical Services, Inc.	ProMetrics Consulting, Inc.
EDS	Photocare Sciences
Epsilon	Putnam & Associates
First Image	Quintiles Transnational
Forms Distribution Center	Rx Analyst
Futurion Forecasting Associates, Inc.	SCC
Hann & DePalmer	Scott-Levin Associates, Inc.
HCIA, Inc.	Siebel Systems
Health Products Research, Inc.	Synygy Inc.
Health Research Associates	Skila, Inc.
Horizon Systems, Inc.	SMG Marketing Group, Inc.
Infinite Data Structures, Inc. (IDS)	Software Associates International
Information Builders	Source Informatics, Inc.
Information Resources, Inc. (IRI)	Strategic Information Associates
Ingenix	Strategic Mapping, Inc. (Claritas)
ISIS	Strategic Marketing Corp. (SMC)
Interdata S.A	Strategic Marketing Group (SMG)
Integrated Systems Solutions Corp. (ISSC)	Strategic Network Designs, Inc.
Intersearch/Sofres	Tactician Corporation
Karl Analytical	Taylor-Nelson/AGB
Kelly/Waldron & Co.	Technovations, Inc.
KWS & P, Inc.	The Alexander Group
Ketron	The Vandeveer Group
Laser Print and Image, Inc.	Total Research
Market Measures	Windsoft, Inc.
McKinsey & Company (*)	Ziment
Medi-Promotions, Inc.	ZS Associates

Note: For the companies identified above with an (“*”), the restriction applies with respect to the divisions and groups within those companies which provide information, technology or consulting services to organizations in the pharmaceutical and health care industries.

EXHIBIT 5

RESTRICTION
For the term of this Agreement, IMS will not grant a license to the same or substantially the same Xponent® Profiler Data being licensed by Licensee hereunder, which includes the products, therapeutic classes and total volume being purchased by Licensee, for uses A, C and D defined on Exhibit 3 and for use in sample fulfillment programs that are in direct competition with Single Source Sampling (as that program is defined as of August 1, 2000), to the following companies:

Epsilon

NDC Health Information Services

PPS Medical Marketing Services, Inc.

Medical Marketing Service Inc.

Phoenix Marketing Group

Notwithstanding the above, IMS shall be allowed to grant such a license if it can be demonstrated that IMS or any of its predecessors had previously done so prior to August 1, 2000.

Notwithstanding the above, IMS shall not be precluded or limited or restricted in any way from entering into a Third Party Access Agreement whereby a company or companies listed above is the third party or parties entitling it to use the Data for uses A, C and D as noted on Exhibit 3. For purposes of the paragraph, “Third Party Access Agreement” shall mean an agreement entered into with IMS, IMS’s client and a third party contractor or agent of IMS’s client, whereby the third party is permitted access to IMS data.

Notwithstanding the above, the limitation upon IMS’s ability to grant a license to Xponent Profiler Data to a particular company listed above shall not apply in the event that (a) such company becomes an affiliate of IMS, (b) IMS or its affiliates acquires an ownership interest or makes an investment in such company or its affiliates, whether in the form of equity, debt or otherwise (but excluding ownership of less than one percent (1%) of the issued and outstanding shares of capital stock of any company listed on additional securities exchange or quoted by the National Association of Securities Dealers Automated Quotation System), or (c) IMS or its affiliates enters into a partnership or joint venture with such Company or its affiliates. As used in the preceding sentence, an “affiliate” shall refer to any Person, which now or in the future controls, is controlled by or is under common control with IMS.

IMS’s ability to license a subset of the Xponent Profiler Data shall not be in anyway restricted.

ADDENDUM and AMENDMENT TO

Restated Xponent Data License Agreement
Dated April 26, 200
Between IMS Health Incorporated ("IMS")
and
Interactive Marketing Division of Synavant, Inc. ("Licensee")

This Addendum and Amendment (“Addendum”) is effective as of September 1, 2002 and supplements, modifies, and is hereby made part of the Restated Xponent Data License Agreement dated April 26, 2001, with an effective date of September 1, 2000, between IMS Health Incorporated and Synavant (the “Agreement”).

1.	The following additional deliverables and associated fees will be deemed included in the Schedule of Fees & Services of the Agreement:


Deliverable	Total Additional Fees September 2002 - August 2003

Selected Services                                                                                            $750,000
      Xponent(R)Profiler(TM)
      Up to three (3)Consulting Promotional Evaluations
      (see attached example)
Early View(TM)                                                      See Early View Rider, Paragraph 5, Fees for pricing schedule

Total additional Fees:                                                                                      $750,000
                                                                                                                   Plus Early View Fees,
                                                                                                         as determined at time of purchase

The above deliverables are hereby included in the Data, Software and Services under the Agreement, as further described in the attached Schedule of Services.

2.	Exhibit 5, entitled “Restriction”, is deemed deleted in its entirety. In the second sentence of Paragraph 2, the phrase “subject to Exhibit 5,” is deleted.

Except as modified above, all other terms and conditions remain the same and in effect.


IMS Health Incorporated:	Synavant Inc.
By: TOM STAZZONE	By: KERRY COLLINS
Name: Tom Stazzone	Name: Kerry Collins
Title: Corp. Director	Title: V. P. Operations
Date: 4/15/2003	Date: 4/1/2003

EX-10.42 6 amendtoxponentlicagr_10q.htm amendmet to restated xponent data license agreement

Amendment To
Restated Xponent Data License Agreement
Dated April 26, 2001
Between IMS Health Incorporated And
Interactive Marketing Division of Synavant, Inc.

This amendment (“Amendment”), effective as of June 16, 2003 (the “Effective Date”), is entered into by and among IMS Health Incorporated (“IMS”), Synavant, Inc. (“Licensee”), and Dendrite International, Inc. (“Dendrite”) and supplements, modifies and is hereby made part of the Restated Xponent Data License Agreement dated April 26, 2001, with an effective date of September 1, 2000, as amended by an Addendum and Amendment to such agreement dated September 1, 2002, (the “Agreement”) between IMS and Licensee.

1. Background

Licensee has agreed to be acquired by Dendrite and/or certain of its affiliates (such acquisition hereinafter referred to as the “Transaction”). In connection with the Transaction, the parties, by a letter agreement dated May 8, 2003 (the “Extension Agreement”) agreed to enter into an extension of the Agreement on the terms stated in this Amendment.

2. Term Extension

The term of the Agreement is hereby extended to August 31, 2005.

3. Fees

Commencing as of the Effective Date, the annual fees payable by Licensee to IMS for the services provided under the Agreement are hereby restated to one million five hundred thousand dollars ($1,500,000). IMS shall invoice one quarter of the annual fee on a quarterly basis in advance (i.e., IMS shall invoice three hundred and seventy-five thousand dollars ($375,000) on or about September 1^st, December 1^st, March 1^st, and June 1^st of each Contract Year commencing on September 1, 2003) and on or about September 1^st, 2003 shall invoice any difference between the pro-rata portion of such annual fee applicable to the period from the Effective Date to September 1, 2003 and the fee due under the Agreement (prior to the modification to such fee under this Amendment) applicable to such period which was previously billed to Licensee.

4. Termination Rights

In addition to the other termination rights under the Agreement, Dendrite and/or Licensee may terminate the Agreement upon thirty (30) days advance written notice to IMS in the event that IMS terminates, pursuant to section 4.c of the Extension Agreement, the Cross License Agreement, dated as of August 31, 2000, as extended, between IMS and Licensee (the “Pharbase Cross License”), such termination of the Agreement to be effective as of the effective termination date of the Pharbase Cross License, unless agreed otherwise by the parties. In the event of such termination, IMS shall provide to Licensee an appropriate credit or refund, as applicable, of the un-earned portion of the fees under the Agreement in a pro-rata amount applicable to the period following the effective termination of the Agreement.

Except as herein modified and supplemented, all other terms and conditions of the Agreement remain in full force and effect.


IMS Health Incorporated	Synavant, Inc.
By: ROBERT H. STEINFELD	By: CHRISTINE PELLIZZARI
Name: Robert H. Steinfeld	Name: Christine Pellizzari
Title: SVP - General Counsel	Title: Secretary
Date: June 16, 2003	Date: June 16, 2003


Dendrite International, Inc.
By: CHRISTINE PELLIZZARI
Name: Christine Pellizzari
Title: Vice President, General Counsel and Secretary
Date: June 16, 2003

-2-

EX-10.43 7 equalization_plan.htm Exhibit - Synavant, Inc. - Savings Equalization Plan

SYNAVANT INC.

SAVINGS EQUALIZATION PLAN

I. PURPOSE OF THE PLAN

The purpose of the Synavant Inc. Savings Equalization Plan (the “Plan”) is to provide a means of equalizing the benefits of those employees participating in the Synavant Inc. Savings Plan (the “401(k) Plan”) whose matching contributions under the 401(k) Plan are or will be limited by the application of Sections 401(a)(17) or 415 of the Internal Revenue Code of 1986, as amended (the “Code”), or by reason of the exclusion from the definition of Compensation under the 401(k) Plan of amounts deferred under any nonqualified deferred compensation plan. The Plan is intended to be an “excess benefit plan” as that term is defined in Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) with respect to those participants whose benefits under the 401(k) Plan have been limited by Section 415 of the Code, and a plan which is unfunded and is maintained by an employer primarily for the purposes of providing deferred compensation for a select group of management or highly compensated employees for purposes of ERISA.

II. ADMINISTRATION OF THE PLAN

Synavant Inc. (the “Corporation” or the “Company”) shall administer the Plan, except that any action authorized to be taken by the Company hereunder may also be taken by any committee or person(s) duly authorized by the Board of Directors of the Company or the duly authorized delegees of such duly authorized committee or person(s). The Company shall have full authority to determine all questions arising in connection with the Plan, including interpreting its provisions and construing all of its terms; may adopt procedural rules; and may employ and rely on such legal counsel, such actuaries, such accountants and such agents as it may deem advisable to assist in the administration of the Plan. All of its rules, interpretations and decisions shall be applied in a uniform manner to all participants similarly situated and decisions of the Company shall be conclusive and binding on all persons.

III. PARTICIPATION IN THE PLAN

All members of the 401(k) Plan shall be eligible to participate in this Plan whenever their benefits under the 401(k) Plan as from time to time in effect would exceed the limitations on benefits and contributions imposed by Sections 401(a)(17) or 415 of the Code or would be limited by reason of the exclusion from the definition of Compensation under the 401(k) Plan of amounts deferred under any nonqualified deferred compensation plan. For purposes of this Plan, benefits of a participant in this Plan shall be determined as though no provisions were contained in the 401(k) Plan incorporating limitations imposed by Sections 401(a)(17) or 415 of the Code or excluding from the definition of Compensation amounts deferred under any nonqualified deferred compensation plan.

IV. EQUALIZED BENEFITS

If member participating contributions or Company contributions to the 401(k) Plan for any calendar year are limited by reason of the application of Sections 401(a)(17) or 415 of the Code or the exclusion from the definition of Compensation under the 401(k) Plan of amounts deferred under any nonqualified deferred compensation plan, the Corporation shall pay the participant, on or about March 1st of the following year, an amount equal to:

(1) the Company matching contributions that otherwise would have been credited to such participant’s account under the 401(k) Plan if the limitations imposed by Sections 401(a)(17) and 415 of the Code and the exclusion from the definition of Compensation under the 401(k) Plan of amounts deferred under any nonqualified deferred compensation plan did not apply, plus

(2) an interest factor equal to one-half of the annual return which would have been received by the participant had such payment been invested eighty percent (80%) in the Fixed Income Fund of the 401(k) Plan and twenty percent (20%) in the S&P 500 Index Fund of the 401(k) Plan during the year, less

(3) any applicable withholding taxes.

V. MISCELLANEOUS

This Plan may be terminated at any time by the Board of Directors of the Corporation, in which event the rights of participants to their accrued benefits shall become nonforfeitable. This Plan may also be amended at any time by the Board of Directors of the Corporation, except that no such amendment shall deprive any participant of benefits accrued at the time of such amendment. Notwithstanding the foregoing, the Employee Benefits Committee of the Corporation may amend the Plan without the approval of the Board of Directors of the Corporation with respect to amendments that such Committee determines do not have a significant effect on the cost of the Plan.

Benefits payable under this Plan shall not be funded and shall be made out of the general funds of the Corporation; provided, however, that the Corporation reserves the right to establish a trust fund as an alternate source of benefits payable under the Plan and to the extent payments are made from such trust, such payments will satisfy the Corporation’s obligations under this Plan.

No right to payment or any other interest under this Plan may be alienated, sold, transferred, pledged, assigned, or made subject to attachment, execution, or levy of any kind.

Nothing in this Plan shall be construed as giving any employee the right to be retained in the employ of the Corporation. The Corporation expressly reserves the right to dismiss any employee at any time without regard to the effect which such dismissal might have upon him under the Plan.

This Plan shall be construed, administered and enforced according to the laws of the State of Georgia unless preempted by federal law.

VI. EFFECTIVE DATE

This Plan shall be effective as of the date on which shares of common stock of the Company that are owned by IMS Health Incorporated are distributed to the holders of record of shares of IMS Health Incorporated.

EX-10.44 8 crosslicenseagr.htm Cross License Agreement

EXECUTION COPY

CROSS LICENSE AGREEMENT

AGREEMENT, dated as of this 31st day of August, 2000, (“Effective Date”) by and between IMS Health Incorporated (hereinafter “IMS”), a Delaware corporation with an address at 200 Nyala Farms, Westport, Connecticut 06880, for and on behalf of the Affiliates listed in the Exhibits hereto, and Synavant Inc. (hereinafter “ST”), a Delaware corporation, with an address at 3445 Peachtree Road, N.E., Suite 1400, Atlanta, Georgia 30326 for and on behalf of the Affiliates listed in the Exhibits hereto.

RECITALS

WHEREAS, IMS, among other things, provides information services to the pharmaceutical industry;

WHEREAS, ST , among other things, collects and makes commercially available certain demographic and profiling information on health care professionals (e.g., doctors, nurses, pharmacists) and health care providers (e.g., hospitals, pharmacies, clinics) in various countries around the world (“Pharbase Services”); and

WHEREAS, IMS desires to provide certain health care data to ST for use in connection with it’s Pharbase(TM) Services, and ST desires to provide information from it’s Pharbase Services to IMS for use in it’s information services, all in accordance with and subject to the terms set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises herein contained, the parties agree as follows:

ARTICLE I —DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings specified:

1.1 “Affiliate” means any Entity which now or in the future controls, is controlled by or is under common control with a party hereto.

1.2 “Contract Year” means each 12-month period commencing on September 1st and ending on August 30th during the term of this Agreement.

1.3 “Desktop Media” means prescription pads, medical forms and other similar promotional material which are provided to Prescribers at a nominal charge or without charge, and which contain advertising relating to one or more Legended Drugs.

1.4 “Entity” means any corporation, business trust, joint venture, association, company, firm, partnership, government entity or other entity.

1.5 “Healthcare Company” means (i) a manufacturer of Legended Drugs or any Person licensed by such a manufacturer to market and sell Legended Drugs (“Manufacturer”) or an Agency; provided, however, that neither a wholesaler of Legended Drugs, a pharmacy, nor a Person providing mail service prescription drug programs shall be deemed a “Manufacturer”; (ii) a manufacturer of medical supplies and/or diagnostic equipment, or any person licensed by such a manufacturer to market and sell medical supplies and/or diagnostic equipment; (iii) a publisher of single or multi-sponsored journals which are devoted to medicine, health care or veterinary subjects (“Journals”); (iv) a publisher of Desktop Media, or (v) a sponsor of continuing medical education (“CME”) seminars, conferences or courses or a publisher of CME materials.

1.6 “IMS Data” means certain data from IMS as further described in exhibits attached hereto. Each exhibit forms a part of this Agreement. Terms and conditions in said exhibit(s) shall supersede any conflicting terms and conditions in this Agreement for only the specific IMS Data defined in said exhibit(s).

1.7 “Legended Drugs” means drugs which under Federal, provincial, state or national law require the written prescription of a doctor, osteopath or other individual who has the authority to prescribe Legended Drugs.

1.8 “Materials” means (i) information, including promotional materials and solicitation materials sent to a Prescriber, all of which relate to one or more Legended Drugs of a Manufacturer or relate to medical supplies and/or diagnostic equipment marketed by a Healthcare Company, (ii) surveys or questionnaires sent to a Prescriber which either seek information relating to the prescribing or practice profile of such Prescriber or the use by such Prescriber of medical supplies or diagnostic equipment; provided, however, that the use of such surveys or questionnaire shall be subject to the terms of Paragraph 7(e) hereof, (iii) Journals, (iv) Desktop Media, or (v) information, including promotional materials, solicitation materials or course materials, relating to CME.

1.9 “Pharbase Data” means certain data from ST as more fully described in exhibits attached hereto. Each exhibit forms a part of this Agreement. Terms and conditions in said exhibit(s) shall supersede any conflicting terms and conditions in this Agreement for only the specific Pharbase Data defined in said exhibit(s). In addition, Pharbase Data shall include all other demographic and profiling information on health care professionals (e.g., doctors, nurses, pharmacists) and health care providers (e.g., hospitals, pharmacies, clinics) then in the possession or control of ST, or any ST Affiliate, in any country. As any new Pharbase Data or new fields of data for existing Pharbase Data (collectively “New Data”) comes into the possession or control of ST, or any ST Affiliate, ST shall notify IMS of such New Data within five (5) days following its availability to ST or the applicable ST Affiliate, as the case may be, and the Pharbase Data shall include all such New Data, without any change in fees, unless otherwise notified by IMS to ST or to the applicable ST Affiliate.

1.10 “Prescriber” means a doctor, osteopath, dentist or other individual with an address in the country identified in the applicable exhibits who has the authority to prescribe Legended Drugs.

ARTICLE II - LICENSE TO IMS DATA

2.1 LICENSE GRANT
a. IMS hereby grants to ST a non-transferable and non-exclusive license to IMS Data for use solely in accordance with the terms of Paragraph 2.3 hereof and subject to the other terms and conditions of this Agreement. The license granted herein is not exclusive and nothing contained in this Article II shall prohibit or restrict IMS from licensing, selling or otherwise transferring IMS Data or any other information to any other person or Entity or from using IMS Data or any other information for its own purposes.

b. Notwithstanding the terms of Paragraph 2.1(a) above, the granting and acceptance of each IMS Data license may be by IMS and ST, or an Affiliate of either of them, as specified in the applicable exhibit.

2.2 IMS DATA
IMS shall provide the IMS Data to ST in accordance with the operational procedures set forth in the applicable exhibit hereto. IMS will use its reasonable efforts to process IMS Data in an accurate and complete manner. IMS will promptly notify Licensee of any material inaccuracies in such Data which become known to IMS in accordance with IMS’s then applicable internal procedures for data quality assurance.

2.3 USE OF IMS DATA
Subject to the other terms and conditions of this Agreement, the IMS Data licensed hereunder shall be used by ST solely to update it’s Pharbase database(s) identified in the applicable schedule (the “Authorized Pharbase Databases”); provided, however, any such updated Pharbase database may only be used for the following purposes:

a. to select, on behalf of a Healthcare Company, a list of Prescribers for the purpose of sending Materials, developed by or on behalf of such Healthcare Company, to certain of such Prescribers;

b. in connection with ST’s drug sampling services, to select, on behalf of one or more Manufacturers, a list of Prescribers, which list ST may use solely for the purpose of sending its order form to certain of such Prescribers soliciting a request from each of such Prescribers for a small quantity of Legended Drugs of each of such Manufacturers (a “Form”);

c. to select, on behalf of a publisher of Journals or a publisher of Desktop Media, a list of Prescribers for the purpose of determining advertisements to appear in a Journal or in Desktop Media;

d. to select, on behalf of a Manufacturer, a list of Prescribers for the purpose of sending Legended Drug samples of such Manufacturer to certain of such Prescribers; or

e. for loading into the sales force automation systems of a Manufacturer who is a customer of ST for such systems for use in connection with electronic territory management by or on behalf of such Manufacturer.

2.4. CONDITIONS APPLICABLE TO USE OF IMS DATA
a. Except as expressly provided in Paragraph 2.3, ST shall retain the IMS Data and any information derived therefrom only within the internal confines of ST’s own organization. ST shall not provide any IMS Data to any third party, including but not limited to a Healthcare Company or any affiliate of ST, except as commingled with the Pharbase Data.

b. Notwithstanding anything to the contrary contained herein, under no circumstances shall any IMS Data or any information derived therefrom be provided by ST to any person or Entity which has one or more lines of business engaged in the licensing, selling or providing of access to data, information or databases in competition with IMS or any Affiliate (“Competing Company”), or any person or Entity controlling, controlled by or under common control with a Competing Company, including but not limited to the Competing Companies listed on Exhibit 3; provided, however, that nothing herein shall preclude a Manufacturer from engaging the services of a third party (including a Competing Company) to provide services which require access to the Pharbase Data and in connection therewith, ST authorizes access to Pharbase Data.

2.5. PROHIBITED USES OF IMS DATA
IMS does not grant, and ST does not receive, any title or other interest in the IMS Data or any information derived therefrom, including but not limited to the Limited Data, except for those rights granted explicitly in this Agreement; all rights not expressly granted to ST are reserved to IMS. Without limiting the generality of the foregoing, under no circumstances shall ST use, possess, distribute, or permit any other person or Entity to use, IMS Data received by ST in connection with this Agreement, or any information derived therefrom, including but not limited to the Limited Data, in any manner which:

a. is contrary to the terms of this Agreement or is otherwise not expressly permitted by the terms of this Agreement;

b. will violate any law or regulation by such use;

c. will violate the contractual restrictions of any third party identified by IMS pursuant to Paragraph 4.1 governing the use of such third party’s data incorporated within the IMS Data in effect at the time of the use of such IMS Data, unless an authorized representative of IMS provides ST with written notice that such IMS Data is no longer subject to the restrictions of such third party’s agreement;

d. results in any analysis of the IMS Data, or any information derived therefrom, which analysis (i) results in the disclosure to a person or Entity of any information regarding the mathematical algorithms, formulas, processes, or statistical methods used by IMS to produce any of the IMS Data, (ii) is used or made available for use to promote or aid in the promoting of any data or information which is not derived from the IMS Data (other than the Pharbase Data), or (iii) seeks to demonstrate that the IMS Data, or any information derived therefrom, is inferior to any other data, attempts to show any deficiency in such IMS Data or information, or otherwise makes statements detrimental to IMS or any of it’s Affiliates concerning such IMS Data or information;

e. results in the reverse engineering or disassembling of any of the IMS Data; or

f. enhances, benchmarks, validates, compares with, authenticates, verifies, supplements, or modifies any IMS Data except as expressly provided in this Agreement.

ARTICLE III —LICENSE TO PHARBASE DATA

3.1 LICENSE GRANT
a. ST hereby grants to IMS a non-transferable and non-exclusive license to Pharbase Data for use solely in accordance with the terms of Paragraph 3.3 hereof and subject to the other terms and conditions of this Agreement. The licenses granted herein are not exclusive and nothing contained in this Article III shall prohibit or restrict ST from licensing, selling or otherwise transferring Pharbase Data or any other information to any other Person or from using Pharbase Data or any other information for its own purposes.

b. Notwithstanding the terms of Paragraph 3.1(a) above, the granting and acceptance of each Pharbase Data license may be by IMS and ST, or an Affiliate of either of them, as specified in the applicable exhibit.

3.2 PHARBASE DATA ST shall provide the Pharbase Data to IMS in accordance with the operational procedures set forth in the applicable exhibit hereto. ST will use its reasonable efforts to process Pharbase Data in an accurate and complete manner. ST will promptly notify IMS of any material inaccuracies in such Pharbase Data which become known to ST in accordance with ST’s then applicable internal procedures for data quality assurance.

3.3 USE OF PHARBASE DATA
Subject to the other terms and conditions of this Agreement, the Pharbase Data licensed hereunder shall be used by IMS solely for the following purposes: (a) to update its prescriber databases; (b) to update its sales, prescription and market research databases used principally in connection with the delivery of sales management information services and market research services (collectively the updated data described in (a) and (b) is hereby referred to as the “Updated Databases”), and (c) to create derivative works and license the Updated Databases and such derivative works to third parties in connection with the delivery of one or more of the services of IMS.

3.4. CONDITIONS APPLICABLE TO USE OF PHARBASE DATA
a. Except as expressly provided in Paragraph 3.3, IMS shall retain the Pharbase Data and any information derived therefrom only within the internal confines of IMS’s own organization. IMS shall not provide any Pharbase Data to any third party, including but not limited to a Healthcare Company or any affiliate of ST, except as commingled with IMS information or services.

b. Notwithstanding anything to the contrary contained herein, under no circumstances shall any uncommingled Pharbase Data be provided by IMS to any person or Entity which has one or more lines of business engaged in: (i) sales force automation and customer relationship management systems, (ii) implementation, integration and consulting services relating to the foregoing, (iii) direct marketing services (including direct mail and interactive telephone marketing), and (iv) drug sample accountability and distribution, in each case relating to the pharmaceutical, biotechnology, diagnostics, medical / surgical supply and health care industries, in competition with ST or any Affiliate (“Competing Company”),or any person or Entity controlling, controlled by or under common control with a Competing Company, including but not limited to the Competing Companies listed on Exhibit 4; provided, however, that nothing herein shall preclude a Manufacturer from engaging the services of a third party (including a Competing Company) to provide services which require access to the Pharbase Data and in connection therewith, IMS authorizes access to Pharbase Data.

3.5. PROHIBITED USES OF PHARBASE DATA ST does not grant, and IMS does not receive, any title or other interest in the Pharbase Data or any information derived therefrom, except for those rights granted explicitly in this Agreement; all rights not expressly granted to IMS are reserved to ST. Without limiting the generality of the foregoing, under no circumstances shall IMS use, or permit any other person or Entity to use, Pharbase Data received by IMS in connection with this Agreement, or any information derived therefrom, in any manner which:

a. is contrary to the terms of this Agreement or is otherwise not expressly permitted by the terms of this Agreement;

b. will violate any law or regulation by such use;

c. will violate the contractual restrictions of any third party identified by ST pursuant to Paragraph 4.1 governing the use of such third party’s data incorporated within the Pharbase Data in effect at the time of the use of such Pharbase Data, unless an authorized representative of ST provides IMS with written notice that such Pharbase Data is no longer subject to the restrictions of such third party’s agreement;

d. results in any analysis of the Pharbase Data, or any information derived therefrom, which analysis (i) results in the disclosure to one or more Persons of any information regarding the mathematical algorithms, formulas, processes, or statistical methods used by ST to produce any of the Pharbase Data, (ii) is used or made available for use to promote or aid in the promoting of any data or information which is not derived from the Pharbase Data, or (iii) seeks to demonstrate that the Pharbase Data, or any information derived therefrom, is inferior to any other data, attempts to show any deficiency in such Pharbase Data or information, or otherwise makes statements detrimental to ST concerning such Pharbase Data or information;

e. results in the reverse engineering or disassembling of any of the Pharbase Data; or

f. enhances, benchmarks, validates, compares with, authenticates, verifies, supplements, or modifies any data, products or services of IMS or any other party except as expressly provided in this Agreement.

ARTICLE IV —RESTRICTED DATA

4.1 Either party may identify to the other party in writing certain elements of some or all of the Data which incorporates information licensed to a party of this Agreement by a third party, and which Data is subject to restrictions greater or different from the restrictions set forth in this Agreement (“Restricted Data”). In addition to the terms and conditions of this Agreement, the licensee hereunder agrees to treat each element of Restricted Data in accordance with the terms required by the third party. To the extent that any term of such a third party agreement then in effect is more restrictive concerning the use or disclosure of Restricted Data than the terms contained in this Agreement concerning the use or disclosure of Data, then the terms of such third party agreement shall control, but only with respect to the use or disclosure, as the case may be, of Restricted Data.

4.2 In the event a party hereto identifies Restricted Data pursuant to Paragraph 4.1 above as requiring an additional license and the licensee fails to maintain the requisite license with the applicable third party licensing such data which would permit licensee, at a minimum, a right to use the Restricted Data provided hereunder in the manner contemplated herein, then the licensor of such Data hereunder shall have no further requirement to provide such Restricted Data under the terms of this Agreement until such time as the receiving party obtains such a license.

4.3 Each party hereto shall use its reasonable commercial efforts to avoid third party restrictions which impair or restrict the rights of the other party to use IMS Data or Pharbase data, as the case may be, as otherwise permitted by the terms of Paragraph 2.3 and 3.3 respectively. For purposes of the preceding sentence, “reasonable commercial efforts” shall mean the use of reasonable commercial efforts by a party during the term of this Agreement to obtain amendments or new agreements with third parties so that such agreements do not impair or restrict a party’s rights under the terms of this Agreement in it’s use of Data licensed hereunder other than the applicable restrictions reflected in Articles II and III.

ARTICLE V —CONFIDENTIALITY

5.1 ST hereby acknowledges that the IMS Data are proprietary to IMS (collectively “IMS Confidential Information”), agree to protect the proprietary and confidential nature of such IMS Confidential Information and in connection therewith, will prohibit any access to or copying or disclosure of any of the IMS Confidential Information during the term of this Agreement and after termination of this Agreement, except (a) that access to and disclosure of IMS Confidential Information may be provided to those employees of ST, in connection with the uses permitted ST as described in Article II who require same to carry out such uses, and (b) as expressly permitted under Paragraphs 2.4 of this Agreement. ST and any such other persons who receive access to or disclosure of IMS Confidential Information pursuant to the preceding sentence shall maintain the strict confidentiality of such IMS Confidential Information in the same manner as ST maintains the confidentiality of its own confidential information, and ST will not disclose such IMS Confidential Information except as expressly provided herein. In the event any of such other persons fail to comply with the confidentiality obligations contained in this Paragraph 5.1, ST shall promptly notify an appropriate representative of such person in writing of such failure, with a copy to IMS, within five business days after ST knows or suspects such failure. ST shall promptly provide IMS with a copy of any responses from such person to ST’s notification. IMS shall have a right to bring an action as an intended third party beneficiary to enforce the terms and conditions of the agreement between ST and such person with respect to obligations of confidentiality. In the event IMS does not have rights as an intended third party beneficiary to bring an action as contemplated in this Paragraph 5.1, ST agrees to cooperate with IMS to pursue such third party for any material breach by such person of the terms of such agreement. ST agrees that it will not ever, either during the term of this Agreement or after its termination, assert that IMS Data are not, were not or will not be proprietary to IMS and subject to copyright held by IMS with the exception of elements of third party data which are proprietary to the respective third party and subject to copyright held by such third party.

5.2 IMS hereby acknowledges that the Pharbase Data are proprietary to ST (collectively “ST Confidential Information”), agree to protect the proprietary and confidential nature of such ST Confidential Information and in connection therewith, will prohibit any access to or copying or disclosure of any of the ST Confidential Information during the term of this Agreement and after termination of this Agreement, except (a) that access to and disclosure of ST Confidential Information may be provided to those employees of IMS, in connection with the uses permitted IMS as described in Article III who require same to carry out such uses, and (b) as expressly permitted under Paragraphs 3.4 of this Agreement. IMS and any such other persons who receive access to or disclosure of ST Confidential Information pursuant to the preceding sentence shall maintain the strict confidentiality of such ST Confidential Information in the same manner as IMS maintains the confidentiality of its own confidential information, and IMS will not disclose such ST Confidential Information except as expressly provided herein. In the event any of such other persons fail to comply with the confidentiality obligations contained in this Paragraph 5.2, IMS shall promptly notify an appropriate representative of such person in writing of such failure, with a copy to ST, within five business days after IMS knows or suspects such failure. IMS shall promptly provide ST with a copy of any responses from such person to IMS’s notification. ST shall have a right to bring an action as an intended third party beneficiary to enforce the terms and conditions of the agreement between IMS and such person with respect to obligations of confidentiality. In the event ST does not have rights as an intended third party beneficiary to bring an action as contemplated in this Paragraph 5.2, IMS agrees to cooperate with ST to pursue such third party for any material breach by such person of the terms of such agreement. IMS agrees that it will not ever, either during the term of this Agreement or after its termination, assert that IMS Data are not, were not or will not be proprietary to ST and subject to copyright held by ST with the exception of elements of third party data which are proprietary to the respective third party and subject to copyright held by such third party.

ARTICLE VI —REPRESENTATIONS AND WARRANTIES

6.1 IMS represents and warrants that it has the right and authority to license the IMS Data to ST under this Agreement. EXCEPT AS EXPRESSLY STATED IN THE PRECEDING SENTENCE AND APPENDIX 1, IMS MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE IMS DATA (INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OF SUCH IMS DATA OR ITS FITNESS FOR ST’S PARTICULAR PURPOSE) AND FURTHER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF THE IMS DATA.

6.2 ST represents and warrants that it has the right and authority to license the Pharbase Data to IMS under this Agreement. EXCEPT AS EXPRESSLY STATED IN THE PRECEDING SENTENCE AND APPENDIX 1, ST MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE PHARBASE DATA (INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OF SUCH PHARBASE DATA OR ITS FITNESS FOR IMS’S PARTICULAR PURPOSE) AND FURTHER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF THE PHARBASE DATA.

ARTICLE VII —LIMITATION OF LIABILITY

7.1 IMS’s entire liability and ST’s exclusive remedy for IMS’s failure to abide by the accuracy and completeness requirements of Paragraph 2.2 shall be for IMS to endeavor to correct, in accordance with IMS’s then applicable operating procedures for data quality assurance, any such non-conformance which has been reported by ST to IMS in writing in a timely manner in accordance with the applicable EXHIBIT. Notwithstanding any injunctive relief which ST may be entitled to, IMS shall not be liable for any indirect, consequential, punitive, incidental or special damages to person, property or business which may be caused by any use, failure to provide or unavailability of IMS Data or any breach by IMS of its obligations hereunder (even if IMS has been advised of the possibility of such damages). Under no circumstances shall IMS’s liability hereunder exceed the greater of (a) fifty thousand dollars ($50,000), or (b) the amount paid by ST to IMS hereunder in the immediately preceding twelve month period.

7.2 ST’s entire liability and IMS’s exclusive remedy for ST’s failure to abide by the accuracy and completeness requirements of Paragraph 3.2 shall be for ST to endeavor to correct, in accordance with ST’s then applicable operating procedures for data quality assurance, any such non-conformance which has been reported by IMS to ST in writing in a timely manner in accordance with the applicable EXHIBIT. Notwithstanding any injunctive relief which IMS may be entitled to, ST shall not be liable for any indirect, consequential, punitive, incidental or special damages to person, property or business which may be caused by any use, failure to provide or unavailability of Pharbase Data or any breach by ST of its obligations hereunder (even if ST has been advised of the possibility of such damages). Under no circumstances shall ST’s liability hereunder exceed the greater of (a) fifty thousand dollars ($50,000), or (b) the amount paid by IMS to ST hereunder in the immediately preceding twelve month period.

ARTICLE VIII —TERM/TERMINATION

The term of this Agreement shall be for a three year period commencing on the date first written above. Notwithstanding the foregoing, either party shall have the right to terminate this Agreement on thirty (30) days advance written notice to the other party:

8.1 if such other party becomes insolvent, voluntarily files a petition under any federal or state bankruptcy law for itself, has an involuntary petition filed under any federal, provincial or state bankruptcy law against it which is not removed within thirty (30) days of filing, ceases operations for at least thirty (30) days with the intent of winding up such party’s business, or otherwise publicly announces the termination of its operations; or

8.2 upon the sale of such other party, whether by merger, consolidation, the sale of its stock or by the sale of all or substantially all of its assets to a Competing Company or any person or Entity controlling, controlled by or under common control with a Competing Company.

ARTICLE IX —FORCE MAJEURE

Neither party shall be deemed to have breached this Agreement or to be liable for any damages caused by failure to perform or by delay in rendering performance hereunder arising out of any occurrence or contingency beyond its reasonable control, including but not limited to, (a) flood, earthquake, fire, war, strikes, labor unrest, riot, civil commotion, power or communication line failure, computer equipment failure or operational failure, (b) failure of independent contractors under agreement with IMS to perform or a delay in such performance, failures, delays or restrictions of sources from which information or data is obtained, or failure of performance by Licensee, or (c) prohibition(s) or restriction(s) imposed by applicable regulatory authority, the judgment, ruling or order of a court or agency of competent jurisdiction, or the enactment of or change in any law or regulation.

ARTICLE X —ADDITIONAL AGREEMENTS

10.1 IMS and ST each agree to keep the terms of this Agreement in confidence and not disclose them to any other Person, except for those terms of the Agreement required to be disclosed (i) pursuant to federal, state or national laws or regulations including securities laws and their related disclosure requirements, (ii) pursuant to judicial or arbitration orders and proceedings, (iii) as may be required to perform their obligations under this Agreement, or (iv) to each of IMS’s and Licensee’s legal and financial representatives who need to know such terms solely for the purpose of providing legal and financial advice to each such party, respectively. This provision shall not prohibit either party from disclosing the existence of this Agreement or that IMS is a data source.

10.2 Under no circumstances shall this Agreement be construed as placing any affirmative obligation on either party, express or implied, to collect or continue to collect any data or information from any third party from which the IMS Data or Pharbase Data is derived (“Source Data”). In the event a party hereto determines, in its sole judgment and discretion, to cease collecting any Source Data which will result in a substantial reduction in the amount of, or cessation in, the Data delivered hereunder, such party will provide written notice of such to the other party hereto at least ninety (90) days prior to the date on which such Source Data collection will cease, specifying the date or dates at which it will cease collecting such Source Data and the amount of Data that will be deleted as a result (the Notice”). In such event, the party hereto giving such Notice shall incur no liability to the other party in connection therewith and, in the event the notifying party ceases to collect all of such Source Data, then this Agreement shall automatically terminate and be of no further force and effect upon the effective date of such cessation.

ARTICLE XI —ARBITRATION

11.1 Each party shall designate a project manager to coordinate such party’s activities under this Agreement. Such project managers shall also, when necessary, confer in order to resolve problems or disputes that may arise in connection with each party’s performance hereunder. If the project managers cannot resolve such problems or disputes, such problems or disputes shall be referred to each party’s respective senior management for discussion and resolution.

11.2 Subject to Paragraph 11.4, any controversy or claim arising out of or relating to this Agreement, and which cannot be resolved in accordance with the procedure set forth in the preceding paragraph, shall be submitted to arbitration before a panel of three (3) arbitrators. The arbitrators shall be selected and the arbitration conducted in accordance with the _________________________. An award shall be conclusive and binding if concurred in by two (2) of the arbitrators, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitrators shall be required to deliver a written decision setting forth their findings of fact and basis for their award. The arbitrators’ award shall provide for the payment of the arbitrators’ expenses and fees, together with other expenses incurred in the conduct of the arbitration proceeding other than legal fees and expenses. However, the arbitrators shall award the prevailing party reasonable attorneys’ fees and other expenses incurred in the arbitration proceeding in the event that the arbitrators determine that either party acted in bad faith in connection with either asserting a claim or a defense in the arbitration proceeding itself.

11.3 The parties hereby agree to submit to the exclusive personal jurisdiction and venue of the _______________________________ for purposes of enforcing the agreement to arbitrate, providing provisional relief pending the award, and entering judgment on the award. If for any reason the aforesaid court does not have subject matter jurisdiction, the parties alternatively agree to submit to the exclusive personal jurisdiction and venue of the applicable court of the _____________________ for the foregoing purposes. Nothing contained in this paragraph shall preclude the arbitrators from granting, where appropriate, injunctive or other provisional relief pending a final award.

11.4 Notwithstanding the provisions of Paragraphs 11.2 and 11.3, any party hereto may pursue any provisional remedy (including but not limited to preliminary injunctive relief) to enforce its rights hereunder in the courts designated in Paragraph 11.3. The parties shall have the right to obtain such provisional injunctive relief from a court of law designated in Paragraph 11.3 pending the determination and award in the arbitration proceeding. The parties may seek injunctive relief either restraining certain conduct or mandating certain conduct. This Paragraph 11.4 shall not be deemed to limit the power of the arbitrators to grant any remedy or relief the arbitrators deem just or reasonable within the scope of this Agreement.

11.5 The parties agree that, immediately upon the designation of the arbitrators, they will request the arbitrators that they set an expedited schedule for the conduct of the arbitration proceeding such that the proceeding is concluded within six months of the date of the filing of a demand for arbitration and that an award shall be rendered within thirty (30) days of the conclusion of the proceeding.

ARTICLE XII —DATA PROTECTION OBLIGATIONS

The parties agree to procure that those of their respective Affiliates listed in Exhibits 1 and 2 hereto and which are established within the European Union abide by the additional obligations set out in Appendix 1 as if they were incorporated as terms and conditions of this Agreement.

ARTICLE XIII —MISCELLANEOUS

13.1 The parties hereto are independent contractors engaged in the operation of their own respective businesses. Neither party is, or is to be considered as, the agent or employee of the other for any purpose whatsoever. Neither party has the authority to enter into contracts or assume any obligations for the other party or make any warranties or representations on behalf of the other party. Nothing in this Agreement shall be construed to establish a relationship of co-partners or joint venturers between the parties.

13.2 This Agreement (including the exhibits and Appendix 1) constitutes the entire understanding between the parties and supersedes all proposals, commitments, writings, negotiations and understandings, oral and written, and all other communications between the parties relating to the subject matter of this Agreement.

13.3 Either party may assign all or any portion of this Agreement to an entity which is then an Affiliate and any such Affiliate may assign all or any portion of this Agreement to an entity which is then a Affiliate; provided, however, that any such assignment shall not relieve the assigning party of its obligations under this Agreement. This Agreement may not be assigned from ST to any other person or Entity, whether by assignment by ST, by operation of law or otherwise without the prior written consent of IMS which consent shall not be unreasonably withheld. The sale or transfer of a majority of the outstanding shares of Licensee, or the merger or consolidation of ST with any other person or Entity, shall be deemed an attempt by ST to assign its interests in this Agreement which shall first require the prior written consent of IMS. Any assignment not expressly permitted under this Paragraph 13.3 or which has not received the written consent of the other party if required herein shall be void.

13.4 Should any part, term or condition hereof be declared illegal or unenforceable or in conflict with any other law, the validity of the remaining portion or provisions of this Agreement shall not be affected thereby, and the illegal or offensive portions of this Agreement shall be and hereby are redrafted to conform with applicable law in a manner which is consistent with the original spirit and intent embodied in the original executed copy of this Agreement, while leaving the remaining portions of this Agreement intact.

13.5 The waiver by either party of a breach or violation hereof or remedy provided herein shall not operate as or be construed to be a waiver of any subsequent breach or violation hereof.

13.6 This Agreement (save for Appendix 1) shall be governed by and construed in accordance with the laws of the __________________________ without giving effect to principles of conflicts of law.

13.7 Nothing in this Agreement is intended to benefit and shall not be deemed to benefit any person who is not a party hereto or to create any third party beneficiary rights.

13.8 All notices pertaining to this Agreement or the performance of either party hereunder shall be sufficient if in writing and sent by DHL or other similar overnight courier service with receipted delivery addressed to the other party at the address shown below or to such other address as a party hereto shall supply to the other in writing:


	If to IMS:

			IMS Health
			7 Harewood Avenue
			London, NW1 6JB
			England
			Attention: President, European Region

	With a copy to:

			IMS HEALTH
			7 Harewood Avenue
			London, NW1 6JB
			England
			Attention: Law Department

	If to Licensee:

			Synavant Inc.
			3445 Peachtree Road, N.E.
			Suite 1400
			Atlanta, GA 30026
			Attention: President

Such notice shall be effective upon receipt by the other party

13.9 Neither party may under any circumstances utilize the name, trademarks, or tradenames of the other, or any names, trademarks, or tradenames so similar as likely to cause confusion, without the prior written notice to, and express written approval of, the other. Notwithstanding the preceding sentence, each party shall have a right to identify to any person or Entity that the other party is a supplier and licensee of Data hereunder.

13.10 Paragraph headings herein are for convenience only and do not control or affect the meaning or interpretation of any terms or provisions of this Agreement.

ARTICLE XIV — FEES

The annual fee payable by IMS for the services described in this Agreement for each Contract Year shall be one million five hundred thousand dollars ($1,500,000). ST shall invoice one quarter of the annual fee on a quarterly basis in advance (i.e., ST shall invoice three hundred seventy-five thousand dollars ($375,000) on or about September 1st, December 1st, March 1st, and June 1st of each Contract Year). IMS shall pay the amount of each invoice from ST within thirty (30) days from receipt of invoice by IMS. In no event shall IMS deduct or set-off any amount(s) against any amount(s) owed to ST under this Agreement without ST’s prior written consent. If IMS fails to timely pay any amount in accordance with the terms of this Agreement, IMS shall pay in addition to the invoice amount, interest at the rate of eighteen percent (18%) per annum on the unpaid balance beginning thirty-five (35) days from the date of the invoice until such amounts are paid. In addition to any fees which IMS agrees to pay, IMS shall have the exclusive responsibility for and agrees to pay all applicable governmental sales, use, added value, ad valorem or other similar taxes, duties, fees, levies or other governmental charges now in force or enacted in the future, except for taxes based on ST’s income.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.


IMS Health Incorporated:		Synavant Inc.:
By: /s/ Matthew L. Friedman		By: /s/ James C. Malone
Name: Matthew L. Friedman		Name: James C. Malone
Title: Vice President		Title: Vice President

EX-31.1 9 bailyecert-2ndqtr10q311.htm Bailye 2nd Qtr Certification

Exhibit 31.1

CERTIFICATIONS

I, John E. Bailye, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Dendrite International, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2003

JOHN E. BAILYE
——————————————
John E. Bailye
Chairman of the Board and Chief Executive Officer

EX-31.2 10 donovancert-2ndqtr10q312.htm Certification - Donovan - 2nd Qtr 10Q

Exhibit 31.2

CERTIFICATIONS

I, Kathleen E. Donovan, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Dendrite International, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

(b)

(c)

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2003

KATHLEEN E. DONOVAN
——————————————
Kathleen E. Donovan
Senior Vice President and Chief Financial Officer

EX-31.3 11 bailyecert-2ndqtr10q.htm Bailye 2nd Qtr Certification

Exhibit 31.3

CERTIFICATIONS

I, John E. Bailye, certify that:

1.	I have reviewed this quarterly report on Form 10-Q/A of Dendrite International, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

(b)

(c)

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 18, 2003

JOHN E. BAILYE
——————————————
John E. Bailye
Chairman of the Board and Chief Executive Officer

EX-31.4 12 donovancert-2ndqtr10q.htm Certification - Donovan - 2nd Qtr 10Q

Exhibit 31.4

CERTIFICATIONS

I, Kathleen E. Donovan, certify that:

1.	I have reviewed this quarterly report on Form 10-Q/A of Dendrite International, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

(b)

(c)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 18, 2003

KATHLEEN E. DONOVAN
——————————————
Kathleen E. Donovan
Senior Vice President and Chief Financial Officer

EX-32.1 13 ex32-10q.htm Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350

Exhibit 32.1

CERTIFICATION OF CEO AND CFO PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Dendrite International, Inc. (the “Company”) for the quarterly period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), John E. Bailye, as Chief Executive Officer of the Company, and Kathleen E. Donovan, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. (section) 1350, as adopted pursuant to (section) 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his or her knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

JOHN E. BAILYE
——————————————
Name:  John E. Bailye
Title:   Chairman of the Board and Chief Executive Officer
Date:   August 13, 2003

KATHLEEN E. DONOVAN
——————————————
Name:  Kathleen E. Donovan
Title:    Senior Vice President and Chief Financial Officer
Date:   August 13, 2003

EX-32.2 14 ex322-10qa.htm Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350

Exhibit 32.2

CERTIFICATION OF CEO AND CFO PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q/A of Dendrite International, Inc. (the “Company”) for the quarterly period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), John E. Bailye, as Chief Executive Officer of the Company, and Kathleen E. Donovan, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. (section) 1350, as adopted pursuant to (section) 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his or her knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

JOHN E. BAILYE
——————————————
Name:  John E. Bailye
Title:   Chairman of the Board and Chief Executive Officer
Date:   August 18, 2003

KATHLEEN E. DONOVAN
——————————————
Name:  Kathleen E. Donovan
Title:    Senior Vice President and Chief Financial Officer
Date:   August 18, 2003

-----END PRIVACY-ENHANCED MESSAGE-----

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q/A(Amendment No. 1)

[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2003

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ___ to ___

Commission File Number 0-26138

1200 Mount Kemble Avenue Morristown, NJ 07960 ———————————————————— (Address, including zip code, of principal executive offices)

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

DENDRITE INTERNATIONAL, INC. INDEX

Explanatory Note

EXHIBIT INDEX

EXECUTION COPY

DISTRIBUTION AGREEMENT

IMS HEALTH INCORPORATED

SYNAVANT INC.

Dated as of August 31, 2000

DISTRIBUTION AGREEMENT

ARTICLE IDEFINITIONS

ARTICLE IIDISTRIBUTION AND OTHER TRANSACTIONS; CERTAIN COVENANTS

ARTICLE IIIINDEMNIFICATION

ARTICLE IVACCESS TO INFORMATION

ARTICLE VADMINISTRATIVE SERVICES

ARTICLE VIDISPUTE RESOLUTION

ARTICLE VIIINSURANCE

ARTICLE VIIIMISCELLANEOUS

AMENDMENT

[SIGNATURE PAGE FOLLOWS]

IMS HEALTH INCORPORATED

Amendment ToRestated Xponent Data License AgreementDated April 26, 2001Between IMS Health Incorporated And Interactive Marketing Division of Synavant, Inc.

1. Background

2. Term Extension

3. Fees

4. Termination Rights

EXECUTION COPY

CROSS LICENSE AGREEMENT

RECITALS

ARTICLE I —DEFINITIONS

ARTICLE II - LICENSE TO IMS DATA

ARTICLE III —LICENSE TO PHARBASE DATA

ARTICLE IV —RESTRICTED DATA

ARTICLE V —CONFIDENTIALITY

ARTICLE VI —REPRESENTATIONS AND WARRANTIES

ARTICLE VII —LIMITATION OF LIABILITY

ARTICLE VIII —TERM/TERMINATION

ARTICLE IX —FORCE MAJEURE

ARTICLE X —ADDITIONAL AGREEMENTS

ARTICLE XI —ARBITRATION

ARTICLE XII —DATA PROTECTION OBLIGATIONS

ARTICLE XIII —MISCELLANEOUS

ARTICLE XIV — FEES

CERTIFICATION OF CEO AND CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF CEO AND CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Form 10-Q/A
(Amendment No. 1)

[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the quarterly period ended June 30, 2003

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the transition period from _ to _

1200 Mount Kemble Avenue
Morristown, NJ 07960
————————————————————
(Address, including zip code, of
principal executive offices)

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

DENDRITE INTERNATIONAL, INC.
INDEX

ARTICLE I
DEFINITIONS

ARTICLE II
DISTRIBUTION AND OTHER TRANSACTIONS; CERTAIN COVENANTS

ARTICLE III
INDEMNIFICATION

ARTICLE IV
ACCESS TO INFORMATION

ARTICLE V
ADMINISTRATIVE SERVICES

ARTICLE VI
DISPUTE RESOLUTION

ARTICLE VII
INSURANCE

ARTICLE VIII
MISCELLANEOUS

Amendment To
Restated Xponent Data License Agreement
Dated April 26, 2001
Between IMS Health Incorporated And
Interactive Marketing Division of Synavant, Inc.

CERTIFICATION OF CEO AND CFO PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF CEO AND CFO PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002