**Exhibit10.12**

 

**RELEASE**

 

June 28, 2004

 

The Thomson Corporation

290 Harbor Drive

Stamford, Connecticut,06902-7441

 

Ladies and Gentlemen:

 

Reference is madeto that certain Agreement and Plan of Merger, dated as of June 28, 2004 (as itmay be amended or supplemented from time to time, the “*Merger Agreement*”), among The ThomsonCorporation, a Delaware corporation (“*Parent*”),Thyme Corporation, a Delaware corporation and a Subsidiary of Parent, andInformation Holdings Inc., a Delaware corporation (the “*Company*”).  Capitalized terms used in this Release and not otherwise definedshall have the meanings ascribed to them in the Merger Agreement.

 

In order to induceParent to enter into and consummate the Merger and the other transactionscontemplated by the Merger Agreement, and as a condition to consummating theMerger and the other transactions contemplated thereby, and for other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the undersigned, intending to be legally bound, hereby covenantsand agrees as follows:

 

1.             *Release.* Notwithstanding anything to the contrary in Section 6.8 of the MergerAgreement, the undersigned on behalf of himself and his successors, assigns andAffiliates, with respect to each and every Claim (as defined below) that theundersigned (or any of such Persons) may have had prior to, or may at orfollowing the Effective Time have, against any of the Releasees (as definedbelow) (A) effective as of the Effective Time, irrevocably, unconditionally andcompletely releases, acquits and forever discharges each of the Releasees fromany such Claim, and irrevocably, unconditionally and completely waives andrelinquishes such Claim and (B) effective as of the date hereof, covenants notto sue or make any kind of demand or provide any kind of notice or undertakingwith respect to any such Claim.  “*Releasees*”means (A) Parent; (B) the Company; (C) each Subsidiary of the Company, (D) eachAffiliate of Parent and, after the Effective Time, of the Company; and (E) thesuccessors, assigns and past, present and future directors, officers, agents,attorneys and representatives of the respective entities identified orotherwise referred to in clauses (A) through (D) of this definition.  “*Claim*” means any dispute, claim, suit,right, damages, judgments, expenses, affirmative defenses, actions and causesof action of every kind and nature, in law, equity or otherwise, that relatesto the matters set forth on Schedule I attached hereto, whether broughtpursuant to common law, statute, agreement, any insurance policy held by theCompany or any of its Subsidiaries, the Certificate of Incorporation, Bylaws orsimilar organizational documents of the Company or any of its Subsidiaries, theDGCL or otherwise.  The undersignedacknowledges that the releases set forth in this paragraph have provided amaterial inducement to Parent’s willingness to enter into the Merger Agreementand without such releases Parent would not have been willing to enter into theMerger Agreement, which agreement provides to the undersigned substantialbenefit and

 

----

 

accordingly the undersigned willingly grants thisrelease in consideration therefor and for other good and valuableconsideration, receipt of which is hereby acknowledged.

 

2.             *Miscellaneous.*  Sections 5.3 through 5.11 and 5.14 through 5.16 of the Voting andProxy Agreement dated the date hereof, among Parent and certain stockholders ofthe Company (the “*Voting Agreement*”), are incorporated by reference herein,with, solely for purposes of this Release, (i) the term “parties” in suchprovisions meaning Parent and the undersigned, (ii) the term “Stockholder” insuch provisions meaning the undersigned, and (iii) the address and facsimilenumber of the undersigned set forth on the signature page hereto being theaddress and facsimile number of the Stockholder referred to in Section 5.4 ofthe Voting Agreement.

 
|                      | Very truly  yours,                                           |
|---------------------------|--------------------------------------------------------------|
|                      |                                                         |   |
|                      |                                                         |   |
|                      | /s/ Michael  Danziger                                        |   |
|                      | Name:                                                        | Michael Danziger |
|                      | Address:                                                     | 7 Pollack Drive |
|                      |                                                         | Malboro, NJ  07746 |
|                      | Facsimile No.:                                               | (732) 536-7285 |
|                      |
|                      |
| ACKNOWLEDGED AND  AGREED: |                                                         |
|                      |                                                         |
| The Thomson  Corporation  |                                                         |
|                      |
|                      |
| By:                       | /s/ Darren  Pocsik                                           |   |
|                      | Name: Darren  Pocsik                                         |
|                      | Title: General Counsel,  Thomson Scientific & Healthcare |
|                           |                                                              |  |  |  |  |  |  |

 

2

----

 

**SCHEDULEI**

 

1.  *Venturetek, L.P. v. Rand Publishing Co.*,*et al*,Index No. 605046/98 (Sup. Ct. N.Y. Cty.), including all appeals and relatedproceedings.

 

2.  *Venturetek, L.P. v.**InformationHoldings Inc.*, Index No. 604416/02 (Sup. Ct. N.Y. Cty.), includingall appeals and related proceedings.

 

3.  All Claims related to orarising from the foregoing litigations or proceedings.

 

4.  All Claims related to orarising from the facts alleged in the foregoing litigations or proceedings, orsubstantially similar facts.

 

3

----