AMONGMerger Agreement • May 12th, 2003 • Synavant Inc • Services-management consulting services • New York
EXHIBIT 99.1 AMENDMENT NO. 1 TO MERGER AGREEMENT This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "AMENDMENT"), dated as of May 16, 2003, by and among DENDRITE INTERNATIONAL, INC., a New Jersey corporation ("PARENT"), AMGIS ACQUISITION CO.,...Merger Agreement • May 20th, 2003 • Synavant Inc • Services-management consulting services • New York
SYNAVANT INC. andRights Agreement • August 29th, 2000 • Synavant Inc • Services-management consulting services • Delaware
AMENDMENT NO. 2 TORights Agreement • May 12th, 2003 • Synavant Inc • Services-management consulting services • Delaware
TIER 2 CHANGE-IN-CONTROL AGREEMENT FOR CERTAIN EXECUTIVES OF SYNAVANT INC.Change-in-Control Agreement • August 10th, 2000 • Synavant Inc • Services-management consulting services
BY AND AMONG SYNAVANT INC. ANDLoan and Security Agreement • May 8th, 2001 • Synavant Inc • Services-management consulting services • Georgia
SYNAVANT INC. andRights Agreement • August 10th, 2000 • Synavant Inc • Services-management consulting services • Delaware
EXHIBIT 10.1 DISTRIBUTION AGREEMENTDistribution Agreement • August 21st, 2000 • Synavant Inc • Services-management consulting services • New York
March 13, 2003 Via Telefax and Fedex IMS Health Incorporated 200 Nyala Farms Westport, CT 06880 CEGEDIM S.A. 137 Rue d'Aguesseau 92103 Boulogne France Ladies and Gentlemen: SYNAVANT Inc., (the "COMPANY"), plans to sell the assets and liabilities...Non-Competition Agreement • April 18th, 2003 • Synavant Inc • Services-management consulting services
EXHIBIT 99.2 SECURED PROMISSORY NOTESecured Promissory Note • May 20th, 2003 • Synavant Inc • Services-management consulting services
betweenDistribution Agreement • July 26th, 2000 • Synavant Inc • Services-management consulting services • New York
EXHIBIT 10.8 CORPORATE SERVICES AGREEMENT CORPORATE SERVICES AGREEMENT (this "AGREEMENT"), dated as of _______, 2000, between IMS Health Incorporated, a Delaware corporation ("IMS"), and Synavant Inc., a Delaware corporation ("ST"). WHEREAS, ST is a...Corporate Services Agreement • August 21st, 2000 • Synavant Inc • Services-management consulting services • New York
RECITALSCross License Agreement • August 21st, 2000 • Synavant Inc • Services-management consulting services
EXHIBIT 10.19 ----------------------------------------------------------------- --------------- STOCK OPTION AGREEMENT SYNAVANT INC.Stock Option Agreement • July 26th, 2000 • Synavant Inc • Services-management consulting services • Georgia
EXHIBIT 10.9 SHARED TRANSACTION SERVICES AGREEMENTShared Transaction Services Agreement • August 21st, 2000 • Synavant Inc • Services-management consulting services • New York
RECITALSData License Agreement • August 21st, 2000 • Synavant Inc • Services-management consulting services
REVOLVING CREDIT AND SECURITY AGREEMENT between SYNAVANT INC. and EACH OF ITS SUBSIDIARIES THAT ARE SIGNATURES HERETO As Borrowers and CAPITALSOURCE FINANCE LLC As Lender Dated as of March 31, 2003Revolving Credit and Security Agreement • April 3rd, 2003 • Synavant Inc • Services-management consulting services • Maryland
THIS REVOLVING CREDIT AND SECURITY AGREEMENT (the "Agreement") dated as of March 31, 2003, is entered into between SYNAVANT INC., a Delaware corporation ("Parent"), and each of Parent's Subsidiaries listed on the signature pages hereto (such Subsidiaries and Parent shall be referred to individually and collectively as "Borrower" or collectively as "Borrowers"), and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company ("Lender").
EXHIBIT 10.4 TAX ALLOCATION AGREEMENT This Tax Allocation Agreement (this "Agreement") is dated as of [______ __], 2000, by and between IMS Health Incorporated, a Delaware corporation ("IMS"), and Synavant Inc., a Delaware corporation ("ST") (each,...Tax Allocation Agreement • August 10th, 2000 • Synavant Inc • Services-management consulting services • New York
BETWEENSublease Agreement • July 26th, 2000 • Synavant Inc • Services-management consulting services
GRAPHIC]Information Services Agreement • August 21st, 2000 • Synavant Inc • Services-management consulting services • Pennsylvania
AMENDED AND RESTATED CHANGE-IN-CONTROL AGREEMENT FOR CERTAIN EXECUTIVES OF SYNAVANT Inc.Change-in-Control Agreement • April 1st, 2003 • Synavant Inc • Services-management consulting services • Georgia
On October 24, 2000, Synavant Inc. (the "Company") entered into a Tier I Change-in-Control Agreement for Certain Executives of Synavant Inc. with you (the "Prior Agreement"). Under the Prior Agreement, the Board of Directors of the Company (the "Board") recognized that that the possibility of a change in ownership or control of the Company could result in your departure or distraction to the detriment of the Company and its stockholders. Additionally, under the Prior Agreement, the Company determined that your ability to perform your responsibilities and utilize your talents for the benefit of the Company, and the Company's ability to retain you as an employee, would be significantly enhanced if you were provided with fair and reasonable protection from the risks of a change in ownership or control of the Company. Accordingly, in order to induce you to remain in the employ of the Company, the Company agreed to provide you with certain rights in the event of a termination of your employ
EXHIBIT 10.6 DATA AND TELECOMMUNICATIONS SERVICES AGREEMENTData and Telecommunications Services Agreement • August 10th, 2000 • Synavant Inc • Services-management consulting services • New York
AGREEMENT AND PLAN OF MERGER Dated as of April 12, 2003 between CEGEDIM S.A., JIVAGO ACQUISITION CORPORATION and SYNAVANT INC.Merger Agreement • April 15th, 2003 • Synavant Inc • Services-management consulting services • New York
AGREEMENT AND PLAN OF MERGER, dated as of April 12, 2003 (this “Agreement”), among CEGEDIM, S.A., a French corporation (“Parent”), JIVAGO ACQUISITION CORPORATION, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Purchaser”), and SYNAVANT INC., a Delaware corporation (the “Company”).
ARTICLE I DEFINITIONSEmployee Benefits Agreement • July 26th, 2000 • Synavant Inc • Services-management consulting services • New York
WAIVER LETTERRevolving Credit and Security Agreement • April 15th, 2003 • Synavant Inc • Services-management consulting services
EXHIBIT 10.21 [SIEBEL e-BUSINESS LOGO] VALUE ADDED INDUSTRY REMARKETER AGREEMENT THIS VALUE ADDED INDUSTRY REMARKETER AGREEMENT (the "Agreement") is between SIEBEL SYSTEMS, INC., with its principal place of business at 1855 South Grant Street, San...Value Added Industry Remarketer Agreement • August 21st, 2000 • Synavant Inc • Services-management consulting services • California
EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2003 • Synavant Inc • Services-management consulting services • Georgia
WHEREAS, the Company has executed or will execute an Asset Purchase Agreement for the sale of a majority of the assets of the Company (the "Asset Purchase Agreement") and has executed or will execute an Agreement and Plan of Merger in connection with the acquisition of the Company pursuant to a merger, with the Company surviving as a wholly owned subsidiary (the "Merger Agreement");
Exhibit 10.22 SOFTWARE LICENSE AND SERVICES AGREEMENT THIS SOFTWARE LICENSE AND SERVICES AGREEMENT (the "Agreement") is between SIEBEL SYSTEMS, INC., with its principal place of business at 1855 South Grant Street, San Mateo, CA 94402 ("Siebel"), and...Software License and Services Agreement • August 25th, 2000 • Synavant Inc • Services-management consulting services • California
EXHIBIT 10.22 [LOGO] SOFTWARE LICENSE AND SERVICES AGREEMENT THIS SOFTWARE LICENSE AND SERVICES AGREEMENT (the "Agreement") is between SIEBEL SYSTEMS, INC., with its principal place of business at 1855 South Grant Street, San Mateo, CA 94402...Software License and Services Agreement • August 21st, 2000 • Synavant Inc • Services-management consulting services • California
EXHIBIT (e)(11) SYNAVANT INC. SUBORDINATED NOTESubordinated Note • April 18th, 2003 • Synavant Inc • Services-management consulting services • New York
SALE OF INTERACTIVE MARKETING BUSINESS PURCHASE AGREEMENT Dated as of March 16, 2003 between CEGEDIM S.A. and SYNAVANT INC.Purchase Agreement • March 17th, 2003 • Synavant Inc • Services-management consulting services • New York
This PURCHASE AGREEMENT (this "Agreement") is dated as of March 16, 2003 and is between CEGEDIM S.A., a French corporation ("Buyer"), and SYNAVANT INC., a Delaware corporation (the "Company").
Exhibit 10.20 [SIEBEL LOGO] SIEBEL ALLIANCE PROGRAM MASTER AGREEMENT THIS SIEBEL ALLIANCE PROGRAM MASTER AGREEMENT (the "Agreement") is between SIEBEL SYSTEMS, INC., with its principal place of business at 1855 South Grant Street, San Mateo,...Master Agreement • August 25th, 2000 • Synavant Inc • Services-management consulting services • California
EXHIBIT 10.20 [LOGO] SIEBEL ALLIANCE PROGRAM MASTER AGREEMENT THIS SIEBEL ALLIANCE PROGRAM MASTER AGREEMENT (the "Agreement") is between SIEBEL SYSTEMS, INC., with its principal place of business at 1855 South Grant Street, San Mateo, California 94402...Siebel Alliance Program Master Agreement • August 21st, 2000 • Synavant Inc • Services-management consulting services • California
SIEBEL ALLIANCE PROGRAM MASTER AGREEMENTSiebel Alliance Program Master Agreement • March 28th, 2002 • Synavant Inc • Services-management consulting services • California
THIS SIEBEL ALLIANCE PROGRAM MASTER AGREEMENT (the "Agreement") is between SIEBEL SYSTEMS, INC., with its principal place of business at 2207 Bridgepointe Parkway, San Mateo, California 94404 ("Siebel") and the ALLIANCE PARTNER ("Partner") identified below.
EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2003 • Synavant Inc • Services-management consulting services • England
WHEREAS, the Company has executed or will execute an Asset Purchase Agreement for the sale of a majority of the assets of the Company (the "Asset Purchase Agreement") and has executed or will execute an Agreement and Plan of Merger in connection with the acquisition of the Company pursuant to a merger, with the Company surviving as a wholly owned subsidiary (the "Merger Agreement");
