EXHIBIT
4.1


AMENDMENT
NO. 1 TO RIGHTS AGREEMENT


This Amendment No. 1 to
Rights Agreement (this “Amendment”),
dated as of March 1, 2007, between Dendrite International, Inc., a New Jersey
corporation (the “Company”), and Registrar and
Transfer Company, a New Jersey corporation, as Rights Agent (the “Rights Agent”), amends that certain
Rights Agreement, dated as of February 20, 2001 (the “Rights
Agreement”).


The Company and the
Rights Agent have heretofore executed and entered into the Rights
Agreement.  Pursuant to Section 27
of the Rights Agreement, the Company and the Rights Agent may from time to time
supplement or amend the Rights Agreement in accordance with the provisions of
Section 27 thereof and the Company desires and directs the Rights Agent to
so amend the Rights Agreement.  All acts
and things necessary to make this Amendment a valid agreement according to its
terms have been done and performed, and the execution and delivery of this
Amendment by the Company and the Rights Agent have been in all respects
authorized by the Company and the Rights Agent.


In consideration of the
foregoing premises and mutual agreements set forth in the Rights Agreement and
this Amendment, the parties hereto agree as follows:


1.             Section 1 of the Rights Agreement is hereby amended
by adding as the final sentence to the definition of “Acquiring Person” the
following:


“Notwithstanding the foregoing, Cegedim, S.A., a Corporation existing
under the laws of France (“Parent”), or any Affiliate or Associate thereof,
including Dogwood Enterprises, Inc., a New Jersey corporation and wholly-owned
subsidiary of Cegedim, S.A. (“Merger Co”), shall not become an “Acquiring
Person” as a result of (i) the approval, execution or delivery of that certain
Agreement and Plan of Merger dated as of March 1, 2007 (as the same may be
amended from time to time, the “Merger Agreement”), by and among the Company,
Parent and Merger Co, including the approval, execution and delivery of any
amendments thereto, (ii) the consummation of the Merger (as such term is
defined in the Merger Agreement), (iii) the acceptance for payment and purchase
or exchange of Common Stock pursuant to the Merger Agreement, (iv) the
announcement of the Merger Agreement or the Merger (as such term is defined in
the Merger Agreement) or (v) the consummation of any other transaction
contemplated by the Merger Agreement.”


2.             Section 1 of the Rights Agreement is further
amended by adding as the final sentence to the definition of “Stock Acquisition
Date” the following:


“Notwithstanding
anything in the Agreement to the contrary, no Stock Acquisition Date shall be
deemed to have occurred solely as a result of (i) the approval, execution
or delivery of the Merger Agreement, including the approval, execution and
delivery of any amendments thereto, (ii) the consummation of the Merger (as
such term is defined in the Merger Agreement), (iii) the acceptance for payment
and purchase or exchange of Common Stock pursuant to the Merger 













Agreement, (iv)
the announcement of the Merger Agreement or the Merger (as such term is defined
in the Merger Agreement) or (v) the consummation of any other transaction
contemplated by the Merger Agreement (as defined in the Merger Agreement).”


3.             Section 1 of the Rights Agreement is further
amended by adding as the final sentence to the definition of “Triggering Event”
the following:


“Notwithstanding anything in the Agreement to the contrary, no
Triggering Event shall be deemed to have occurred solely as a result of
(i) the approval, execution or delivery of the Merger Agreement, including
the approval, execution and delivery of any amendments thereto, (ii) the
consummation of the Merger (as such term is defined in the Merger Agreement),
(iii) the acceptance for payment and purchase or exchange of Common Stock pursuant
to the Merger Agreement, (iv) the announcement of the Merger Agreement or the
Merger (as such term is defined in the Merger Agreement) or (v) the
consummation of any other transaction contemplated by the Merger Agreement (as
defined in the Merger Agreement).”


4.             Section 3(a) of the Rights Agreement is further
amended by adding as the final sentence thereto the following:


“Notwithstanding anything in this Agreement
to the contrary, no Distribution Date shall be deemed to have occurred solely
as a result of (i) the approval, execution or delivery of the Merger
Agreement, including the approval, execution and delivery of any amendments
thereto, (ii) the consummation of the Merger (as such term is defined in the
Merger Agreement), (iii) the acceptance for payment and purchase or exchange of
Common Stock pursuant to the Merger Agreement, (iv) the announcement of the
Merger Agreement or the Merger (as such term is defined in the Merger
Agreement) or (v) the consummation of any other transaction contemplated by the
Merger Agreement.”


5.             Section 7(a)(i) of the Rights Agreement is hereby
amended by deleting the clause “(the earlier of (i) and (ii) being herein
referred to as the “Expiration Date”)” and by adding the following clause at
the end of Section 7(a):


“or (iii) immediately prior to the Merger
Effective Time (as such term is defined in the Merger Agreement) (the earlier
of (i), (ii) and (iii) above being herein referred to as the “Expiration
Date”).”


6.             Section 11(b) of the Rights Agreement is hereby
amended by adding as the final sentence thereto the following:


“Notwithstanding
the foregoing, Parent shall not become an “Acquiring Person” as a result of
(i) the approval, execution or delivery of the Merger Agreement, including
the approval, execution and delivery of any amendments thereto, (ii) the
consummation of the Merger (as such term is defined in the Merger Agreement),
(iii) the acceptance for payment and purchase or exchange of Common Stock
pursuant to the Merger Agreement, (iv) the announcement of the Merger 



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Agreement or the
Merger (as such term is defined in the Merger Agreement) or (v) the
consummation of any other transaction contemplated by the Merger Agreement.”


7.             Section 11(n) of the Rights Agreement is hereby
amended by adding as the final sentence thereto the following:


“Notwithstanding
anything in this Agreement to the contrary, none of the events described in
clauses (i) through (iii) of Section 11(n) shall be deemed to have
occurred solely as a result of (a) the approval, execution or delivery of
the Merger Agreement, including the approval, execution and delivery of any
amendments thereto, (b) the consummation of the Merger (as such term is defined
in the Merger Agreement), (c) the acceptance for payment and purchase or
exchange of Common Stock pursuant to the Merger Agreement, (d) the announcement
of the Merger Agreement or the Merger (as such term is defined in the Merger
Agreement) or (e) the consummation of any other transaction contemplated by the
Merger Agreement.”


8.             Section 13 of the Rights Agreement is hereby
amended by adding as the final sentence thereto the following:


“Notwithstanding anything in this Agreement
to the contrary, no Triggering Event shall be deemed to have occurred pursuant
this Section 13, no adjustment shall be made pursuant to this Section 13, and
Parent shall not become a Principal Party as defined in this Section 13 solely
as a result of (i) the approval, execution or delivery of the Merger
Agreement, including the approval, execution and delivery of any amendments
thereto, (ii) the consummation of the Merger (as such term is defined in the
Merger Agreement), (iii) the acceptance for payment and purchase or exchange of
Common Stock pursuant to the Merger Agreement, (iv) the announcement of the
Merger Agreement or the Merger (as such term is defined in the Merger
Agreement) or (v) the consummation of any other transaction contemplated by the
Merger Agreement.”


10.           A new Section 35 shall be added and
shall read as follows:


“Section 35. 
TERMINATION.  Immediately prior to
the Merger Effective Time (as such term is defined in the Merger Agreement),
this Agreement shall be terminated and all outstanding Rights shall expire.”


11.           Except as expressly amended hereby,
the Rights Agreement remains in full force and effect in accordance with its
terms.


12.           This Amendment shall be governed by
and construed in accordance with the laws of the State of New Jersey.


13.           This Amendment may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed an original, and all such counterparts shall together constitute but one
and the same instrument.



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14.           Except as expressly set forth herein,
this Amendment shall not by implication or otherwise alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Rights Agreement, all of which are ratified and
affirmed in all respects and shall continue in full force and effect.


15.           Capitalized terms used herein but not
defined shall have the meanings given to them in the Rights Agreement.


 


 



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IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to the Rights Agreement to be duly
executed as of the day and year first above written.


	
  

  	
  DENDRITE INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CHRISTINE
  A. PELLIZZARI 

  
	
   

  	
  Name: 

  	
  Christine A. Pellizzari 

  
	
   

  	
  Title: 

  	
  Senior Vice President, General Counsel 

  
	
   

  	
  and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REGISTER AND TRANSFER COMPANY 

  
	
   

  	
  as Rights Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ THOMAS L.
  MONTRONE 

  
	
   

  	
  Name:

  	
  Thomas L. Montrone 

  
	
   

  	
  Title: 

  	
  President and CEO