1 EXHIBIT 10.7Credit Agreement • March 26th, 1999 • Dendrite International Inc • Services-prepackaged software • New York
ARTICLE I PURCHASE AND SALEPurchase and Sale Agreement • March 30th, 2001 • Dendrite International Inc • Services-prepackaged software • New Jersey
Dendrite International, Inc. Common Stock (no par value) Underwriting AgreementUnderwriting Agreement • March 26th, 1999 • Dendrite International Inc • Services-prepackaged software • New York
AMENDMENTEmployment Agreement • March 30th, 2001 • Dendrite International Inc • Services-prepackaged software
and REGISTRAR AND TRANSFER COMPANY, Rights AgentRights Agreement • February 21st, 2001 • Dendrite International Inc • Services-prepackaged software • New Jersey
BETWEENEmployment Agreement • May 15th, 1997 • Dendrite International Inc • Services-prepackaged software • New Jersey
RECITAL:Employment Agreement • March 30th, 2001 • Dendrite International Inc • Services-prepackaged software • New Jersey
EXHIBIT 10.1 CONSULTING AGREEMENT --------------------Consulting Agreement • May 15th, 1998 • Dendrite International Inc • Services-prepackaged software • New Jersey
BETWEENDeed of Lease • March 30th, 2001 • Dendrite International Inc • Services-prepackaged software
RECITALEmployment Agreement • March 30th, 2001 • Dendrite International Inc • Services-prepackaged software • New Jersey
EMPLOYMENT AGREEMENT ---------------------Employment Agreement • November 14th, 1997 • Dendrite International Inc • Services-prepackaged software • New Jersey
AMENDMENTEmployment Agreement • March 30th, 2001 • Dendrite International Inc • Services-prepackaged software
AMENDMENTEmployment Agreement • March 30th, 2001 • Dendrite International Inc • Services-prepackaged software
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 15th, 2004 • Dendrite International Inc • Services-prepackaged software • New Jersey
This Indemnification Agreement (the “Agreement”) dated as of October 28, 1998, by and between Dendrite International Inc. a New Jersey corporation (the “Company”), and Mark H. Cieplik, an executive officer of the Company (the “Indemnitee”):
AMENDMENTEmployment Agreement • April 2nd, 2007 • Dendrite International Inc • Services-prepackaged software
THIS AMENDMENT is made as of March 1, 2007 and amends the Employment Agreement dated as of September 8, 1998 and as amended through February 13, 2006 (the “Employment Agreement”) between DENDRITE INTERNATIONAL, INC. (“Dendrite”) and CHRISTINE PELLIZZARI (“Employee”). Unless defined in this Amendment, capitalized terms used in this Amendment will have the meaning set forth in the Employment Agreement.
1 CREDIT AGREEMENT DATED AS OF NOVEMBER 30, 1998Credit Agreement • January 28th, 1999 • Dendrite International Inc • Services-prepackaged software • New York
AMENDMENTEmployment Agreement • May 10th, 2006 • Dendrite International Inc • Services-prepackaged software
THIS AMENDMENT is made as of February 13, 2006 and amends the Employment Agreement dated as of October 3, 2005 (the “Employment Agreement”) between DENDRITE INTERNATIONAL, INC. (“Dendrite”) and JOSEPH RIPP (“Employee”). Unless defined in this Amendment, capitalized terms used in this Amendment will have the meaning set forth in the Employment Agreement.
2 3 determine the Indemnitee's rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of such independent legal counsel and to indemnify fully such counsel against costs, charges and expenses (including attorneys' and...Indemnification Agreement • November 16th, 1998 • Dendrite International Inc • Services-prepackaged software • New Jersey
1 DENDRITE INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN TRUST AGREEMENT This Agreement is made this 21st day of July, 1998, by and between Dendrite International, Inc. (the "Company") and First American Trust Company (the "Trustee"). WHEREAS, the...Deferred Compensation Plan Trust Agreement • August 14th, 1998 • Dendrite International Inc • Services-prepackaged software • New Jersey
ContractCredit Agreement • June 20th, 2003 • Dendrite International Inc • Services-prepackaged software • New York
[GRAPHIC OMITTED] CREDIT AGREEMENT dated as of June ___, 2003 among DENDRITE INTERNATIONAL, INC. The Lenders Party Hereto and JPMORGAN CHASE BANK, as Administrative Agent _________________
AMENDMENTEmployment Agreement • May 10th, 2006 • Dendrite International Inc • Services-prepackaged software
THIS AMENDMENT is made as of February 13, 2006 and amends the Employment Agreement dated as of June 9, 1988 (the “Employment Agreement”) between DENDRITE INTERNATIONAL, INC. (“Dendrite”) and JEAN-PAUL MODDE (“Employee”). Unless defined in this Amendment, capitalized terms used in this Amendment will have the meaning set forth in the Employment Agreement.
AMENDMENTEmployment Agreement • April 2nd, 2007 • Dendrite International Inc • Services-prepackaged software
THIS AMENDMENT is made as of October 23, 2006 and amends the Employment Agreement dated as of September 8, 1998, as amended as of August 1, 2000, and as of February 13, 2006 (collectively the “Employment Agreement”) between DENDRITE INTERNATIONAL, INC. (“Dendrite”) and CHRISTINE PELLIZZARI (“Employee”). Unless defined in the Amendment, capitalized terms used in this Amendment will have the meaning set forth in the Employment Agreement.
STANDSTILL AND SUPPORT AGREEMENTStandstill and Support Agreement • October 23rd, 2006 • Dendrite International Inc • Services-prepackaged software • New Jersey
This Standstill and Support Agreement (this “Agreement”), dated as of October 20, 2006 by and between Dendrite International, Inc., a New Jersey Corporation (the “Company”) and MMI Investments, L.P., a Delaware Limited Partnership (“MMI”).
AMENDMENTEmployment Agreement • April 2nd, 2007 • Dendrite International Inc • Services-prepackaged software
THIS AMENDMENT is made as of Octoberr 23, 2006 and amends the Employment Agreement dated as of June 9, 1998, as amended as of February 13, 2006 (collectively the “Employment Agreement”), between DENDRITE INTERNATIONAL, INC. (“Dendrite”) and JEAN-PAUL MODDE (“Employee”). Unless defined in this Amendment, capitalized terms used in this Amendment will have the meaning set forth in the Employment Agreement.
AMENDMENTEmployment Agreement • March 3rd, 2005 • Dendrite International Inc • Services-prepackaged software
THIS AMENDMENT modifies and amends the Employment Agreement (the “Agreement”) by and between DENDRITE INTERNATIONAL, INC. (“Dendrite”) and Natasha Giordano (“Employee”). Unless otherwise defined herein, capitalized terms used herein shall have their respective meanings set forth in the Agreement.
EXECUTION COPY DISTRIBUTION AGREEMENT between IMS HEALTH INCORPORATED and SYNAVANT INC. Dated as of August 31, 2000Distribution Agreement • August 14th, 2003 • Dendrite International Inc • Services-prepackaged software • New York
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”).
AGREEMENT AND PLAN OF MERGER Dated as of May 9, 2003 among DENDRITE INTERNATIONAL, INC. AMGIS ACQUISITION CO. and SYNAVANT INC.Merger Agreement • May 12th, 2003 • Dendrite International Inc • Services-prepackaged software • New York
RETIREMENT AGREEMENT AND GENERAL RELEASERetirement Agreement • November 7th, 2005 • Dendrite International Inc • Services-prepackaged software • New Jersey
This Retirement Agreement and General Release (the “Agreement”) confirms the following understandings and agreements between DENDRITE INTERNATIONAL, INC. (“Employer” or “Dendrite”), and PAUL ZAFFARONI (“Employee”) concerning Employee’s employment and retirement therefrom.
DENDRITE INTERNATIONAL, INC. NEW HIRE AUTHORIZATION RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • September 21st, 2005 • Dendrite International Inc • Services-prepackaged software • New Jersey
WHEREAS, the Company desires to afford the Participant the opportunity to acquire ownership of the Company’s common stock, no par value per share (“common stock”); and
ACQUISITION AGREEMENT dated September 19, 2002 by and among DENDRITE INTERNATIONAL, INC. SAI ACQUISITION L.L.C. SOFTWARE ASSOCIATES INTERNATIONAL, LLC SOFTWARE ASSOCIATES INTERNATIONAL INC. THE INTERPUBLIC GROUP OF COMPANIES, INC. IPG SAI HOLDING...Acquisition Agreement • November 14th, 2002 • Dendrite International Inc • Services-prepackaged software • New Jersey
ACQUISITION AGREEMENT This Acquisition Agreement (this “Agreement”), dated September 19, 2002, is made by and among Dendrite International, Inc., a New Jersey corporation (“Dendrite”), SAI Acquisition L.L.C., a New Jersey limited liability company (“Buyer”), Software Associates International Inc., a New Jersey corporation (“Parent”), Software Associates International, LLC, a New Jersey limited liability company (“SAI”), The Interpublic Group of Companies, Inc., a Delaware Corporation (“IPG Parent”), IPG SAI Holding Corp., a Delaware Corporation (“IPG”), Shaleen Gupta (“Gupta”) and Derek Evans (“Evans”). (Each of Parent and SAI is referred to herein as an “SAI Entity”, and referred to jointly and severally as the “Company” or the “SAI Entities”. Each of Gupta and Evans is referred to herein as a “Parent Shareholder”, and together they are the “Parent Shareholders”. IPG and each Parent Shareholder is referred to herein as a “Seller” and collectively they are the “Sellers”. Each of Parent
AMENDMENTEmployment Agreement • April 2nd, 2007 • Dendrite International Inc • Services-prepackaged software
THIS AMENDMENT is made as of March 1, 2007 and amends the Employment Agreement dated as of May 16, 2006 (the “Employment Agreement”) between DENDRITE INTERNATIONAL, INC. (“Dendrite”) and JOHN E. BAILYE (“Employee”). Unless defined in this Amendment, capitalized terms used in this Amendment will have the meaning set forth in the Employment Agreement.
AGREEMENT OF LEASE SCC II, L.L.C. as Landlord —and — DENDRITE INTERNATIONAL, INC. as TenantLease Agreement • March 19th, 2002 • Dendrite International Inc • Services-prepackaged software • New Jersey
PRELIMINARY STATEMENT................................................1 DEFINITIONS..........................................................1 ARTICLE I............................................................6 DEMISE OF PREMISES; TERM; PARKING, RENT; ADDITIONAL RENT....6 ARTICLE 2............................................................9 TENANT IMPROVEMENTS.........................................9 ARTICLE 3...........................................................10 USE........................................................10 ARTICLE 4...........................................................11 COMPLIANCE WITH LAWS AND INSURANCE REQUIREMENTS...........11 ARTICLE 5...........................................................11 LANDLORD'S OPERATING EXPENSE...............................11 ARTICLE 6...........................................................17 RULES AND REGULATIONS......................................17 ARTICLE 7....................................................
AMENDMENTEmployment Agreement • March 30th, 2001 • Dendrite International Inc • Services-prepackaged software
TRANSITION AGREEMENT AND GENERAL RELEASETransition Agreement • August 9th, 2006 • Dendrite International Inc • Services-prepackaged software • New Jersey
This Transition Agreement and General Release (the “Agreement”) confirms the following understandings and agreements between DENDRITE INTERNATIONAL, INC. (“Employer” or “Dendrite”), and MARK CIEPLIK (“Employee”) concerning Employee’s employment and the termination thereof.
AMENDMENTEmployment Agreement • April 2nd, 2007 • Dendrite International Inc • Services-prepackaged software
THIS AMEMDMENT is made as of February 21, 2007 and amends the Employment Agreement dated as of June 9, 1988, as amended as of February 13, 2006 and October 23, 2006 (collectively the “Employment Agreement”), between DENDRITE INTERNATIONAL, INC. (“Dendrite”) and JEAN-PAUL MODDE (“Employee”). Unless defined in this Amendment, capitalized terms used in this Amendment will have the meaning set forth in the Employment Agreement.
