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
1st, December 1st, March 1st, and June 1st of
each Contract Year commencing on September 1, 2003) and on or about September
1st, 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.
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