EXHIBIT (D)(3)
[SYNAVANT LETTERHEAD]
May 8, 2003
IMS Health Incorporated
000 Xxxxx Xxxxx
Xxxxxxxx, XX 00000
Dendrite International, Inc.
000 Xxxxxxxxx Xxxxxxxxx Xxxx.
Bridgewater, New Jersey 08807
Ladies and Gentlemen:
SYNAVANT Inc., (the "COMPANY"), intends to be acquired by Dendrite
International, Inc. ("Dendrite") and/or certain of its affiliates (the
"TRANSACTION"). The Company seeks to facilitate Xxxxxxxx's relationship with IMS
Health Incorporated ("IMS") to ensure completion of the Transaction. This letter
is executed and delivered in connection therewith.
This is to confirm the agreement among the Company, IMS and Dendrite:
1. Acknowledgement. IMS hereby acknowledges that it does not object
to the Transaction.
2. Amendment to Distribution Agreement. The parties hereby agree to
amend the Distribution Agreement, dated as of August 31, 2000 (as it may be
amended, modified or supplemented, the. "DISTRIBUTION AGREEMENT"), between
IMS and the Company by deleting Section 2.16 (Joint Business Opportunities;
Non-Competition; Protection of Information) thereof in its entirety. Such
amendment will be effective upon completion of the Transaction.
3. Mutual Release. Each of the company and IMS, for itself, its
affiliates, officers, directors, employees, agents, representatives,
successors and assigns, hereby releases and discharges the other from any
and all claims, demands, causes of action, actions, judgments, liens,
indebtedness, costs, damages, obligations, attorneys' fees, losses and
liability of whatever kind and character, whether known or unknown,
foreseen or unforeseen, arising under or related to, the actions taken by
either party in furtherance of the transactions contemplated above;
provided that nothing contained herein shall release the Company or IMS
from any of their respective obligations under this or any other agreement
between them or the Distribution Agreement (as amended hereby).
4. Option to Extend Access to Pharbase. (a) The Company and Dendrite
hereby grant to IMS the option, which may be exercised at any time for a
period of six months following the date of the consummation of the
transaction, to extend until August 31, 2005, the term of the Cross License
Agreement, dated as of August 31, 2000, between IMS and the Company (the
"PHARBASE CROSS LICENSE") on the same terms and conditions as currently
provided therefor. IMS hereby consents to the assignment of the Company's
rights and obligations under the Pharbase Cross License to Dendrite or any
of its affiliates upon consummation of the Transaction.
(b) Following consummation of the Transaction, the Company and
Dendrite shall use their commercially reasonable efforts to ensure quality
standards and provide updates for Pharbase during the remaining term of the
Pharbase Cross License (as may be extended pursuant to clause 4(a) hereof).
(c) IMS shall have the right to terminate the extended Pharbase Cross
License at six month intervals beginning on August 31, 2003 on two months
advance written notice to the Company and Dendrite.
5. Consent to Assignment of Xponent Data License. Upon consummation
of the Transaction, the Company, Dendrite and IMS shall enter into an
extension (the "Xponent Extension") until August 31, 2005 of the Restated
Xponent Data License Agreement between IMS and the Company dated as of
April 26, 2001, as amended September 1, 2002 (collectively the "Xponent
License"), provided however that the fee payable under the Xponent
Extension shall be equal to the fee payable under the Pharbase Cross
License. Dendrite and the Company shall have the right to terminate the
Xponent Extension in the event that IMS terminates the extended Pharbase
Cross License pursuant to Section 4(c) hereof.
6. Payment of Certain Liabilities. At the closing of the
Transaction, the Company and Dendrite hereby agree to pay to IMS an amount
equal to (a) $2,000,000 plus (b) the present value as of such time of
$7,000,000 (discounted from January 1, 2005 at an assumed discount rate of
6.5%) in full satisfaction of all liabilities under Section 2.1(j) (Certain
Contingencies) of the Distribution Agreement. Dendrite shall pay and remit
such amounts directly to IMS at the closing of the back-end merger.
Except as amended and modified by this letter agreement, the provisions of
the Distribution Agreement, the Pharbase Cross License and the Xponent License
and all other agreements between the Company and IMS shall remain in full force
and effect.
Very truly yours,
SYNAVANT INC.
By: /s/ XXXXXXX X. XXXXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Sr. VP, Secretary and General
Counsel
Xxxxxxxxxxx and agreed as
Of the date first written above:
IMS HEALTH INCORPORATED
By: /s/ XXXXXX X. XXXXXXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior V.P. -- General Counsel
DENDRITE INTERNATIONAL, INC.
By: /s/ XXXXXXXXX X. XXXXXXXXXX
-----------------------------------
Name: Xxxxxxxxx X. Xxxxxxxxxx
Title: Vice President, General Counsel
and Secretary
2
