EXHIBIT (d)(3)
March 13, 2003
Via Telefax and Fedex
IMS Health Incorporated
000 Xxxxx Xxxxx
Xxxxxxxx, XX 00000
CEGEDIM S.A.
000 Xxx x'Xxxxxxxxx
00000 Xxxxxxxx
Xxxxxx
Ladies and Gentlemen:
SYNAVANT Inc., (the "COMPANY"), plans to sell the assets and
liabilities related to its interactive marketing business to CEGEDIM S.A.,
("CEGEDIM"), and/or certain of its affiliates (the "TRANSACTION"). The Company
seeks to facilitate CEGEDIM's relationship with IMS Health Incorporated ("IMS")
to ensure completion of the Transaction. This letter is executed and delivered
in connection with the execution and delivery by CEGEDIM and IMS of the
Non-Competition Agreement dated as of the date hereof substantially in the form
of Exhibit A attached hereto.
This is to confirm the agreement among the Company, IMS and CEGEDIM:
1. Acknowledgment. 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 letter
agreement or the Distribution Agreement (as amended hereby).
4. Option to Extend Access to Pharbase. (a) The Company and CEGEDIM
hereby grant to IMS the option, which may be exercised at any time for a period
of six months following the date hereof, 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 for Pharbase. IMS hereby consents to the assignment of the
Company's rights and obligations under the Pharbase Cross License to CEGEDIM or
any of its affiliates upon consummation of the Transaction.
(b) Following consummation of the Transaction, CEGEDIM shall use its
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).
5. Consent to Assignment of Xponent Data License. IMS hereby consents
to the assignment of the Company's rights and obligations under the Restated
Xponent Data License Agreement between IMS and the Company, dated as of April
26, 2001 (the "XPONENT CROSS LICENSE"), to CEGEDIM or any of its affiliates upon
consummation of the Transaction. CEGEDIM and IMS shall use their commercially
reasonable efforts to negotiate an extension of the Xponent Cross License on
terms and conditions to be negotiated in good faith between CEGEDIM and IMS
subsequent to the consummation of the Transaction.
6. Negotiate in Good Faith. CEGEDIM and IMS shall use their reasonable
best efforts to negotiate in good faith regarding the expansion of their
commercial relationships.
7. Payment of Certain Liabilities. At the closing of the Transaction,
the Company hereby agrees 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.
Except as amended and modified by this letter agreement, the provisions
of the Distribution Agreement, the Pharbase Cross License and the Xponent Cross
License shall remain in full force and effect.
2
Very truly yours,
SYNAVANT INC.
By: /s/ Xxxxx X. Xxxxxx
________________________________
Name:
Title:
Acknowledged and agreed as
of the date first written above:
IMS HEALTH INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxxx
_____________________________
Name:
Title:
CEGEDIM S.A.
By: /s/ Xxxxxx Xxxxxxxx
_____________________________
Name:
Title:
3
April 10, 2003
Re: Letter Agreement (the "Letter Agreement"), dated
March 13, 2003 among IMS Health Incorporated
("IMS"), CEGEDIM S.A. ("CEGEDIM") and SYNAVANT
Inc. (the "Company")
Ladies and Gentlemen:
This is to confirm that the Letter Agreement is amended as follows:
(a) to provide that the term "Transaction" (as defined in the Letter
Agreement) shall include the acquisition, directly or indirectly
(including by way of merger), by CEGEDIM or one or more of its affiliates,
of all or substantially all of the capital stock of the Company; and
(b) if the Transaction is not consummated by July 31, 2003, then, in addition
to the option contained in Section 4 of the Letter Agreement (which is not
intended to be amended or modified by this letter), the Company grants to
IMS the option to extend the Pharbase Cross License until August 31, 2004
on the same terms and conditions as currently provided for Pharbase.
Except as amended and modified by this letter, the Letter Agreement shall remain
in full force and effect in accordance with the terms thereof. Capitalized terms
used herein and not otherwise defined shall have the meaning ascribed to them in
the Letter Agreement.
Please acknowledge your agreement with the foregoing by executing
this letter in the space provided below.
Very truly yours,
SYNAVANT Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
_______________________
Acknowledged and agreed as of
the date first above written:
-2-
April 9, 2003
IMS Health Incorporated
By: /s/ Xxxxxx X. Xxxxxxxxx
_______________________
CEGEDIM S. A.
By: /s/ Xxxxxx Xxxxxxxx
_______________________
