<PAGE>

                                                                    EXHIBIT 10.3

                             CROSS LICENSE AGREEMENT
                             -----------------------

     AGREEMENT, dated as of this _____ day of _____________, 2000, ("Effective
Date") by and between IMS Health Incorporated (hereinafter "IMS"), a Delaware
corporation with an address at 200 Nyala Farms, Westport, Connecticut 06880, for
and on behalf of the Affiliates listed in the Exhibits hereto, and Synavant Inc.
(hereinafter "Synavant "), a Delaware corporation, with an address at 3445
Peachtree Road, N.E., Suite 1400, Atlanta, Georgia 30326 for and on behalf of
the Affiliates listed in the Exhibits hereto.

                                    RECITALS

     WHEREAS, IMS, among other things, provides information services to the
pharmaceutical industry;

     WHEREAS, Synavant , among other things, collects and makes commercially
available certain demographic and profiling information on health care
professionals (e.g., doctors, nurses, pharmacists) and health care providers
(e.g., hospitals, pharmacies, clinics) in various countries around the world
("Pharbase Services"); and

     WHEREAS, IMS desires to provide certain health care data to Synavant for
use in connection with it's Pharbase-TM- Services, and Synavant desires to
provide information from it's Pharbase Services to IMS for use in it's
information services, all in accordance with and subject to the terms set forth
in this Agreement;

     NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises herein contained, the parties agree as follows:

                             ARTICLE I - DEFINITIONS
                             -----------------------

For purposes of this Agreement, the following terms shall have the meanings
specified:

1.1  "Affiliate" means any Entity which now or in the future controls, is
     controlled by or is under common control with a party hereto.
1.2  "Contract Year" means each 12-month period commencing on _______________
     and ending on _______________ during the term of this Agreement.
1.3  "Desktop Media" means prescription pads, medical forms and other similar
     promotional material which are provided to Prescribers at a nominal charge
     or without charge, and which contain advertising relating to one or more
     Legended Drugs.
1.4  "Entity" means any corporation, business trust, joint venture, association,
     company, firm, partnership, government entity or other entity.
1.5  "Healthcare Company" means (i) a manufacturer of Legended Drugs or any
     Person licensed by such a manufacturer to market and sell Legended Drugs
     ("Manufacturer") or an Agency; provided, however, that neither a wholesaler
     of Legended Drugs, a pharmacy, nor a Person providing mail service
     prescription drug programs shall be deemed a "Manufacturer"; (ii) a
     manufacturer of medical supplies and/or diagnostic equipment, or any person
     licensed by such a


<PAGE>

     manufacturer to market and sell medical supplies and/or diagnostic
     equipment; (iii) a publisher of single or multi-sponsored journals which
     are devoted to medicine, health care or veterinary subjects ("Journals");
     (iv) a publisher of Desktop Media, or (v) a sponsor of continuing medical
     education ("CME") seminars, conferences or courses or a publisher of CME
     materials.

1.6  "IMS Data" means certain data from IMS as further described on numbered
     exhibits in the form of EXHIBIT 1 hereto. Each Exhibit 1 forms a part of
     this Agreement. Terms and conditions in said exhibit(s) shall supersede any
     conflicting terms and conditions in this Agreement for only the specific
     IMS Data defined in said exhibit(s).

1.7  "Legended Drugs" means drugs which under Federal, provincial,state or
     national law require the written prescription of a doctor, osteopath or
     other individual who has the authority to prescribe Legended Drugs.

1.8  "Materials" means (i) information, including promotional materials and
     solicitation materials sent to a Prescriber, all of which relate to one or
     more Legended Drugs of a Manufacturer or relate to medical supplies and/or
     diagnostic equipment marketed by a Healthcare Company, (ii) surveys or
     questionnaires sent to a Prescriber which either seek information relating
     to the prescribing or practice profile of such Prescriber or the use by
     such Prescriber of medical supplies or diagnostic equipment; provided,
     however, that the use of such surveys or questionnaire shall be subject to
     the terms of Paragraph 7(e) hereof, (iii) Journals, (iv) Desktop Media, or
     (v) information, including promotional materials, solicitation materials or
     course materials, relating to CME.

1.9  "Pharbase Data" means certain data from Synavant as more fully described on
     Exhibit 2 hereto.

1.10 "Prescriber" means a doctor, osteopath, dentist or other individual with
     an address in the country identified in the applicable exhibits who has
     the authority to prescribe Legended Drugs.


                        ARTICLE II - LICENSE TO IMS DATA
                        --------------------------------

2.1  LICENSE GRANT

     a.   IMS hereby grants to Synavant a non-transferable and non-exclusive
     license to IMS Data for use solely in accordance with the terms of
     Paragraph 2.3 hereof and subject to the other terms and conditions of this
     Agreement. The license granted herein is not exclusive and nothing
     contained in this Article II shall prohibit or restrict IMS from licensing,
     selling or otherwise transferring IMS Data or any other information to any
     other person or Entity or from using IMS Data or any other information for
     its own purposes.

     b.   Notwithstanding the terms of Paragraph 2.1(a) above, the granting and
     acceptance of each IMS Data license may be by IMS and Synavant, or an
     Affiliate of either of them, as specified in the applicable EXHIBIT 1.

2.2  IMS DATA
     IMS shall provide the IMS Data to Synavant in accordance with the
     operational procedures set forth on EXHIBIT 1 hereto. IMS will use its
     reasonable efforts to process IMS Data in an accurate and complete manner.
     IMS will promptly notify Licensee of any material inaccuracies in such Data
     which become known to IMS in accordance with IMS's then applicable internal
     procedures for data quality assurance.

2.3  USE OF IMS DATA
     Subject to the other terms and conditions of this Agreement, the IMS Data
     licensed hereunder shall be used by Synavant solely to update it's Pharbase
     database(s) identified in the applicable


<PAGE>

     schedule (the "Authorized Pharbase Databases"); provided, however, any such
     Pharbase database may only be used for the following purposes:
     a.   to select, on behalf of a Healthcare Company, a list of Prescribers
          for the purpose of sending Materials, developed by or on behalf of
          such Healthcare Company, to certain of such Prescribers;
     b.   in connection with Synavant's drug sampling services, to select, on
          behalf of one or more Manufacturers, a list of Prescribers, which list
          Synavant may use solely for the purpose of sending its order form to
          certain of such Prescribers soliciting a request from each of such
          Prescribers for a small quantity of Legended Drugs of each of such
          Manufacturers (a "Form");
     c.   to select, on behalf of a publisher of Journals or a publisher of
          Desktop Media, a list of Prescribers for the purpose of determining
          advertisements to appear in a Journal or in Desktop Media;
     d.   to select, on behalf of a Manufacturer, a list of Prescribers for the
          purpose of sending Legended Drug samples of such Manufacturer to
          certain of such Prescribers; or
     e.   for loading into the sales force automation systems of a Manufacturer
          who is a customer of Synavant for such systems for use in connection
          with electronic territory management by or on behalf of such
          Manufacturer.

2.4. CONDITIONS APPLICABLE TO USE OF IMS DATA
     a.   Except as expressly provided in Paragraph 2.3, Synavant shall retain
          the IMS Data and any information derived therefrom only within the
          internal confines of Synavant's own organization. Synavant shall not
          provide any IMS Data to any third party, including but not limited to
          a Healthcare Company or any affiliate of Synavant, except as
          commingled with the Pharbase Data.
     b.   Notwithstanding anything to the contrary contained herein, under no
          circumstances shall any IMS Data or any information derived therefrom
          be provided by Synavant to any person or Entity which has one or more
          lines of business engaged in the licensing, selling or providing of
          access to data, information or databases in competition with IMS or
          any Affiliate ("Competing Company"), or any person or Entity
          controlling, controlled by or under common control with a Competing
          Company, including but not limited to the Competing Companies listed
          on Exhibit 3; provided, however, that nothing herein shall preclude a
          Manufacturer from engaging the services of a third party (including a
          Competing Company) to provide services which require access to the
          Pharbase Data and in connection therewith, Synavant authorizes access
          to Pharbase Data.

2.5. PROHIBITED USES OF IMS DATA
     IMS does not grant, and Synavant does not receive, any title or other
     interest in the IMS Data or any information derived therefrom, including
     but not limited to the Limited Data, except for those rights granted
     explicitly in this Agreement; all rights not expressly granted to Synavant
     are reserved to IMS. Without limiting the generality of the foregoing,
     under no circumstances shall Synavant use, possess, distribute, or permit
     any other person or Entity to use, IMS Data received by Synavant in
     connection with this Agreement, or any information derived therefrom,
     including but not limited to the Limited Data, in any manner which:
     a.   is contrary to the terms of this Agreement or is otherwise not
          expressly permitted by the terms of this Agreement;
     b.   will violate any law or regulation by such use;
     c.   will violate the contractual restrictions of any third party
          identified by IMS pursuant to Paragraph 4.1 governing the use of such
          third party's data incorporated within the IMS


<PAGE>

          Data in effect at the time of the use of such IMS Data, unless an
          authorized representative of IMS provides Synavant with written notice
          that such IMS Data is no longer subject to the restrictions of such
          third party's agreement;
     d.   results in any analysis of the IMS Data, or any information derived
          therefrom, which analysis (i) results in the disclosure to a person or
          Entity of any information regarding the mathematical algorithms,
          formulas, processes, or statistical methods used by IMS to produce any
          of the IMS Data, (ii) is used or made available for use to promote or
          aid in the promoting of any data or information which is not derived
          from the IMS Data (other than the Pharbase Data), or (iii) seeks to
          demonstrate that the IMS Data, or any information derived therefrom,
          is inferior to any other data, attempts to show any deficiency in such
          IMS Data or information, or otherwise makes statements detrimental to
          IMS or any of it's Affiliates concerning such IMS Data or information;
     e.   results in the reverse engineering or disassembling of any of the IMS
          Data; or
     f.   enhances, benchmarks, validates, compares with, authenticates,
          verifies, supplements, or modifies any IMS Data except as expressly
          provided in this Agreement.

                     ARTICLE III - LICENSE TO PHARBASE DATA
                     --------------------------------------

3.1  LICENSE GRANT
     a.   Synavant hereby grants to IMS a non-transferable and non-exclusive
     license to Pharbase Data for use solely in accordance with the terms of
     Paragraph 3.3 hereof and subject to the other terms and conditions of this
     Agreement. The licenses granted herein are not exclusive and nothing
     contained in this Article III shall prohibit or restrict Synavant from
     licensing, selling or otherwise transferring Pharbase Data or any other
     information to any other Person or from using Pharbase Data or any other
     information for its own purposes.

     b.   Notwithstanding the terms of Paragraph 3.1(a) above, the granting and
     acceptance of each Pharbase Data license may be by IMS and Synavant, or an
     Affiliate of either of them, as specified in the applicable EXHIBIT 2.

3.2  PHARBASE DATA
     Synavant shall provide the Pharbase Data to IMS in accordance with the
     operational procedures set forth on EXHIBIT 2 hereto. Synavant will use its
     reasonable efforts to process Pharbase Data in an accurate and complete
     manner. Synavant will promptly notify IMS of any material inaccuracies in
     such Pharbase Data which become known to Synavant in accordance with
     Synavant 's then applicable internal procedures for data quality assurance.

3.3  USE OF PHARBASE DATA
     Subject to the other terms and conditions of this Agreement, the Pharbase
     Data licensed hereunder shall be used by IMS solely for the following
     purposes: (a) to update it's prescriber databases; (b) to update it's
     sales, prescription and market research databases used principally in
     connection with the delivery of sales management information services and
     market research services (collectively the updated data described in (a)
     and (b) is hereby referred to as the "Updated Databases"), and (c) to
     create derivative works and license the Updated Databases and such
     derivative works to third parties in connection with the delivery of one or
     more of the services of IMS.


<PAGE>

3.4. CONDITIONS APPLICABLE TO USE OF PHARBASE DATA
     a.   Except as expressly provided in Paragraph 3.3, IMS shall retain the
          Pharbase Data and any information derived therefrom only within the
          internal confines of IMS 's own organization. IMS shall not provide
          any Pharbase Data to any third party, including but not limited to a
          Healthcare Company or any affiliate of Synavant, except as commingled
          with IMS information or services.

     b.   Notwithstanding anything to the contrary contained herein, under no
          circumstances shall any Pharbase Data or any information derived
          therefrom be provided by IMS to any person or Entity which has one or
          more lines of business engaged in : (i) sales force automation and
          customer relationship management systems, (ii) implementation,
          integration and consulting services relating to the foregoing, (iii)
          direct marketing services (including direct mail and interactive
          telephone marketing), and (iv) drug sample accountability and
          distribution, in each case relating to the pharmaceutical,
          biotechnology, diagnostics, medical / surgical supply and health care
          industries, in competition with Synavant or any Affiliate ("Competing
          Company"),or any person or Entity controlling, controlled by or under
          common control with a Competing Company, including but not limited to
          the Competing Companies listed on Exhibit 4; provided, however, that
          nothing herein shall preclude a Manufacturer from engaging the
          services of a third party (including a Competing Company) to provide
          services which require access to the Pharbase Data and in connection
          therewith, IMS authorizes access to Pharbase Data.

3.5. PROHIBITED USES OF PHARBASE DATA
     Synavant does not grant, and IMS does not receive, any title or other
     interest in the Pharbase Data or any information derived therefrom, except
     for those rights granted explicitly in this Agreement; all rights not
     expressly granted to IMS are reserved to Synavant . Without limiting the
     generality of the foregoing, under no circumstances shall IMS use, or
     permit any other person or Entity to use, Pharbase Data received by IMS in
     connection with this Agreement, or any information derived therefrom, in
     any manner which:
     a.   is contrary to the terms of this Agreement or is otherwise not
          expressly permitted by the terms of this Agreement;
     b.   will violate any law or regulation by such use;
     c.   will violate the contractual restrictions of any third party
          identified by Synavant pursuant to Paragraph 4.1 governing the use of
          such third party's data incorporated within the Pharbase Data in
          effect at the time of the use of such Pharbase Data, unless an
          authorized representative of Synavant provides IMS with written notice
          that such Pharbase Data is no longer subject to the restrictions of
          such third party's agreement;
     d.   results in any analysis of the Pharbase Data, or any information
          derived therefrom, which analysis (i) results in the disclosure to one
          or more Persons of any information regarding the mathematical
          algorithms, formulas, processes, or statistical methods used by
          Synavant to produce any of the Pharbase Data, (ii) is used or made
          available for use to promote or aid in the promoting of any data or
          information which is not derived from the Pharbase Data, or (iii)
          seeks to demonstrate that the Pharbase Data, or any information
          derived therefrom, is inferior to any other data, attempts to show any
          deficiency in such Pharbase Data or information, or otherwise makes
          statements detrimental to Synavant concerning such Pharbase Data or
          information;
     e.   results in the reverse engineering or disassembling of any of the
          Pharbase Data; or


<PAGE>

     f.   enhances, benchmarks, validates, compares with, authenticates,
          verifies, supplements, or modifies any data, products or services of
          IMS or any other party except as expressly provided in this Agreement.

                          ARTICLE IV - RESTRICTED DATA
                          ----------------------------

4.1  Either party may identify to the other party in writing certain elements of
     some or all of the Data which incorporates information licensed to a party
     of this Agreement by a third party, and which Data is subject to
     restrictions greater or different from the restrictions set forth in this
     Agreement ("Restricted Data"). In addition to the terms and conditions of
     this Agreement, the licensee hereunder agrees to treat each element of
     Restricted Data in accordance with the terms required by the third party.
     To the extent that any term of such a third party agreement then in effect
     is more restrictive concerning the use or disclosure of Restricted Data
     than the terms contained in this Agreement concerning the use or disclosure
     of Data, then the terms of such third party agreement shall control, but
     only with respect to the use or disclosure, as the case may be, of
     Restricted Data.

4.2  In the event a party hereto identifies Restricted Data pursuant to
     Paragraph 4.1 above as requiring an additional license and the licensee
     fails to maintain the requisite license with the applicable third party
     licensing such data which would permit licensee, at a minimum, a right to
     use the Restricted Data provided hereunder in the manner contemplated
     herein, then the licensor of such Data hereunder shall have no further
     requirement to provide such Restricted Data under the terms of this
     Agreement until such time as the receiving party obtains such a license.

4.3  Each party hereto shall use its reasonable commercial efforts to avoid
     third party restrictions which impair or restrict the rights of the other
     party to use IMS Data or Pharbase data, as the case may be, as otherwise
     permitted by the terms of Paragraph 2.3 and 3.3 respectively. For purposes
     of the preceding sentence, "reasonable commercial efforts" shall mean the
     use of reasonable commercial efforts by a party during the term of this
     Agreement to obtain amendments or new agreements with third parties so that
     such agreements do not impair or restrict a party's rights under the terms
     of this Agreement in it's use of Data licensed hereunder other than the
     applicable restrictions reflected in Articles II and III.

                           ARTICLE V - CONFIDENTIALITY
                           ---------------------------

5.1  Synavant hereby acknowledges that the IMS Data are proprietary to IMS
     (collectively "IMS Confidential Information"), agree to protect the
     proprietary and confidential nature of such IMS Confidential Information
     and in connection therewith, will prohibit any access to or copying or
     disclosure of any of the IMS Confidential Information during the term of
     this Agreement and after termination of this Agreement, except (a) that
     access to and disclosure of IMS Confidential Information may be provided to
     those employees of Synavant, in connection with the uses permitted Synavant
     as described in Article II who require same to carry out such uses, and (b)
     as expressly permitted under Paragraphs 2.4 of this Agreement. Synavant and
     any such other persons who receive access to or disclosure of IMS
     Confidential Information pursuant to the preceding sentence shall maintain
     the strict confidentiality of such IMS Confidential Information in the same
     manner as Synavant maintains the confidentiality of its own confidential
     information,


<PAGE>

     and Synavant will not disclose such IMS Confidential Information except as
     expressly provided herein. In the event any of such other persons fail to
     comply with the confidentiality obligations contained in this Paragraph
     5.1, Synavant shall promptly notify an appropriate representative of such
     person in writing of such failure, with a copy to IMS, within five business
     days after Synavant knows or suspects such failure. Synavant shall promptly
     provide IMS with a copy of any responses from such person to Synavant's
     notification. IMS shall have a right to bring an action as an intended
     third party beneficiary to enforce the terms and conditions of the
     agreement between Synavant and such person with respect to obligations of
     confidentiality. In the event IMS does not have rights as an intended third
     party beneficiary to bring an action as contemplated in this Paragraph 5.1,
     Synavant agrees to cooperate with IMS to pursue such third party for any
     material breach by such person of the terms of such agreement. Synavant
     agrees that it will not ever, either during the term of this Agreement or
     after its termination, assert that IMS Data are not, were not or will not
     be proprietary to IMS and subject to copyright held by IMS with the
     exception of elements of third party data which are proprietary to the
     respective third party and subject to copyright held by such third party.

5.2  IMS hereby acknowledges that the Pharbase Data are proprietary to Synavant
     (collectively "Synavant Confidential Information"), agree to protect the
     proprietary and confidential nature of such Synavant Confidential
     Information and in connection therewith, will prohibit any access to or
     copying or disclosure of any of the Synavant Confidential Information
     during the term of this Agreement and after termination of this Agreement,
     except (a) that access to and disclosure of Synavant Confidential
     Information may be provided to those employees of IMS, in connection with
     the uses permitted IMS as described in Article III who require same to
     carry out such uses, and (b) as expressly permitted under Paragraphs 3.4 of
     this Agreement. IMS and any such other persons who receive access to or
     disclosure of Synavant Confidential Information pursuant to the preceding
     sentence shall maintain the strict confidentiality of such Synavant
     Confidential Information in the same manner as IMS maintains the
     confidentiality of its own confidential information, and IMS will not
     disclose such Synavant Confidential Information except as expressly
     provided herein. In the event any of such other persons fail to comply with
     the confidentiality obligations contained in this Paragraph 5.2, IMS shall
     promptly notify an appropriate representative of such person in writing of
     such failure, with a copy to Synavant, within five business days after IMS
     knows or suspects such failure. IMS shall promptly provide Synavant with a
     copy of any responses from such person to IMS's notification. Synavant
     shall have a right to bring an action as an intended third party
     beneficiary to enforce the terms and conditions of the agreement between
     IMS and such person with respect to obligations of confidentiality. In the
     event Synavant does not have rights as an intended third party beneficiary
     to bring an action as contemplated in this Paragraph 5.2, IMS agrees to
     cooperate with Synavant to pursue such third party for any material breach
     by such person of the terms of such agreement. IMS agrees that it will not
     ever, either during the term of this Agreement or after its termination,
     assert that IMS Data are not, were not or will not be proprietary to
     Synavant and subject to copyright held by Synavant with the exception of
     elements of third party data which are proprietary to the respective third
     party and subject to copyright held by such third party.

                   ARTICLE VI - REPRESENTATIONS AND WARRANTIES
                   -------------------------------------------

6.1  IMS represents and warrants that it has the right and authority to license
     the IMS Data to Synavant under this Agreement. EXCEPT AS EXPRESSLY STATED
     IN THE PRECEDING SENTENCE AND APPENDIX 1, IMS MAKES NO WARRANTY OR
     REPRESENTATION,


<PAGE>

     EXPRESS OR IMPLIED, AS TO THE IMS DATA (INCLUDING BUT NOT LIMITED TO ANY
     WARRANTY OF MERCHANTABILITY OF SUCH IMS DATA OR ITS FITNESS FOR SYNAVANT'S
     PARTICULAR PURPOSE) AND FURTHER MAKES NO WARRANTY OR REPRESENTATION,
     EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF THE IMS DATA.

6.2  Synavant represents and warrants that it has the right and authority to
     license the Pharbase Data to IMS under this Agreement. EXCEPT AS EXPRESSLY
     STATED IN THE PRECEDING SENTENCE AND APPENDIX 1, SYNAVANT MAKES NO WARRANTY
     OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE PHARBASE DATA (INCLUDING
     BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OF SUCH PHARBASE DATA OR
     ITS FITNESS FOR IMS'S PARTICULAR PURPOSE) AND FURTHER MAKES NO WARRANTY OR
     REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF
     THE PHARBASE DATA.

                      ARTICLE VII - LIMITATION OF LIABILITY
                      -------------------------------------

7.1  IMS's entire liability and Synavant's exclusive remedy for IMS's failure to
     abide by the accuracy and completeness requirements of Paragraph 2.2 shall
     be for IMS to endeavor to correct, in accordance with IMS's then applicable
     operating procedures for data quality assurance, any such non-conformance
     which has been reported by Synavant to IMS in writing in a timely manner in
     accordance with EXHIBIT 1. Notwithstanding any injunctive relief which
     Synavant may be entitled to, IMS shall not be liable for any indirect,
     consequential, punitive, incidental or special damages to person, property
     or business which may be caused by any use, failure to provide or
     unavailability of IMS Data or any breach by IMS of its obligations
     hereunder (even if IMS has been advised of the possibility of such
     damages). Under no circumstances shall IMS's liability hereunder exceed the
     greater of (a) fifty thousand dollars ($50,000), or (b) the amount paid by
     Synavant to IMS hereunder in the immediately preceding twelve month period.

7.2  Synavant's entire liability and IMS's exclusive remedy for Synavant's
     failure to abide by the accuracy and completeness requirements of Paragraph
     3.2 shall be for Synavant to endeavor to correct, in accordance with
     Synavant's then applicable operating procedures for data quality assurance,
     any such non-conformance which has been reported by IMS to Synavant in
     writing in a timely manner in accordance with EXHIBIT 2. Notwithstanding
     any injunctive relief which IMS may be entitled to, Synavant shall not be
     liable for any indirect, consequential, punitive, incidental or special
     damages to person, property or business which may be caused by any use,
     failure to provide or unavailability of Pharbase Data or any breach by
     Synavant of its obligations hereunder (even if Synavant has been advised of
     the possibility of such damages). Under no circumstances shall Synavant's
     liability hereunder exceed the greater of (a) fifty thousand dollars
     ($50,000), or (b) the amount paid by IMS to Synavant hereunder in the
     immediately preceding twelve month period.

                         ARTICLE VIII - TERM/TERMINATION
                         -------------------------------

The term of this Agreement shall be for a two year period commencing on the date
first written above. This Agreement shall automatically renew for additional
periods of one year each, unless terminated by IMS by providing a minimum of
ninety (90) days advance written notice to Synavant prior to the start of


<PAGE>

any such renewal. Notwithstanding the foregoing, either party shall have the
right to terminate this Agreement on thirty (30) days advance written notice to
the other party:

8.1  if such other party becomes insolvent, voluntarily files a petition under
     any federal or state bankruptcy law for itself, has an involuntary petition
     filed under any federal, provincial or state bankruptcy law against it
     which is not removed within thirty (30) days of filing, ceases operations
     for at least thirty (30) days with the intent of winding up such party's
     business, or otherwise publicly announces the termination of its
     operations; or

8.2  upon the sale of such other party, whether by merger, consolidation, the
     sale of its stock or by the sale of all or substantially all of its assets
     to a Competing Company or any person or Entity controlling, controlled by
     or under common control with a Competing Company.

                           ARTICLE IX - FORCE MAJEURE
                           --------------------------

Neither party shall be deemed to have breached this Agreement or to be liable
for any damages caused by failure to perform or by delay in rendering
performance hereunder arising out of any occurrence or contingency beyond its
reasonable control, including but not limited to, (a) flood, earthquake, fire,
war, strikes, labor unrest, riot, civil commotion, power or communication line
failure, computer equipment failure or operational failure, (b) failure of
independent contractors under agreement with IMS to perform or a delay in such
performance, failures, delays or restrictions of sources from which information
or data is obtained, or failure of performance by Licensee, or (c)
prohibition(s) or restriction(s) imposed by applicable regulatory authority, the
judgment, ruling or order of a court or agency of competent jurisdiction, or the
enactment of or change in any law or regulation.

                        ARTICLE X - ADDITIONAL AGREEMENTS
                        ---------------------------------

10.1 IMS and Synavant each agree to keep the terms of this Agreement in
     confidence and not disclose them to any other Person, except for those
     terms of the Agreement required to be disclosed (i) pursuant to federal,
     state or national laws or regulations including securities laws and their
     related disclosure requirements, (ii) pursuant to judicial or arbitration
     orders and proceedings, (iii) as may be required to perform their
     obligations under this Agreement, or (iv) to each of IMS's and Licensee's
     legal and financial representatives who need to know such terms solely for
     the purpose of providing legal and financial advice to each such party,
     respectively. This provision shall not prohibit either party from
     disclosing the existence of this Agreement or that IMS is a data source.

10.2 Under no circumstances shall this Agreement be construed as placing any
     affirmative obligation on either party, express or implied, to collect or
     continue to collect any data or information from any third party from which
     the IMS Data or Pharbase Data is derived ("Source Data"). In the event a
     party hereto determines, in its sole judgment and discretion, to cease
     collecting any Source Data which will result in a substantial reduction in
     the amount of, or cessation in, the Data delivered hereunder, such party
     will provide written notice of such to the other party hereto at least
     ninety (90) days prior to the date on which such Source Data collection
     will cease, specifying the date or dates at which it will cease collecting
     such Source Data and the amount of Data that will be deleted as a result
     (the "Notice"). In such event, the party hereto giving such Notice shall
     incur no liability to the other party in connection therewith and, in the
     event the


<PAGE>

     notifying party ceases to collect all of such Source Data, then this
     Agreement shall automatically terminate and be of no further force and
     effect upon the effective date of such cessation.

                            ARTICLE XI - ARBITRATION
                            ------------------------

11.1 Each party shall designate a project manager to coordinate such party's
     activities under this Agreement. Such project managers shall also, when
     necessary, confer in order to resolve problems or disputes that may arise
     in connection with each party's performance hereunder. If the project
     managers cannot resolve such problems or disputes, such problems or
     disputes shall be referred to each party's respective senior management for
     discussion and resolution.

11.2 Subject to Paragraph 11.4, any controversy or claim arising out of or
     relating to this Agreement, and which cannot be resolved in accordance with
     the procedure set forth in the preceding paragraph, shall be submitted to
     arbitration before a panel of three (3) arbitrators. The arbitrators shall
     be selected and the arbitration conducted in accordance with the
     _________________________. An award shall be conclusive and binding if
     concurred in by two (2) of the arbitrators, and judgment upon the award
     rendered by the arbitrators may be entered in any court having jurisdiction
     thereof. The arbitrators shall be required to deliver a written decision
     setting forth their findings of fact and basis for their award. The
     arbitrators' award shall provide for the payment of the arbitrators'
     expenses and fees, together with other expenses incurred in the conduct of
     the arbitration proceeding other than legal fees and expenses. However, the
     arbitrators shall award the prevailing party reasonable attorneys' fees and
     other expenses incurred in the arbitration proceeding in the event that the
     arbitrators determine that either party acted in bad faith in connection
     with either asserting a claim or a defense in the arbitration proceeding
     itself.

11.3 The parties hereby agree to submit to the exclusive personal jurisdiction
     and venue of the _______________________________ for purposes of enforcing
     the agreement to arbitrate, providing provisional relief pending the award,
     and entering judgment on the award. If for any reason the aforesaid court
     does not have subject matter jurisdiction, the parties alternatively agree
     to submit to the exclusive personal jurisdiction and venue of the
     applicable court of the _____________________ for the foregoing purposes.
     Nothing contained in this paragraph shall preclude the arbitrators from
     granting, where appropriate, injunctive or other provisional relief pending
     a final award.

11.4 Notwithstanding the provisions of Paragraphs 11.2 and 11.3, any party
     hereto may pursue any provisional remedy (including but not limited to
     preliminary injunctive relief) to enforce its rights hereunder in the
     courts designated in Paragraph 11.3. The parties shall have the right to
     obtain such provisional injunctive relief from a court of law designated in
     Paragraph 11.3 pending the determination and award in the arbitration
     proceeding. The parties may seek injunctive relief either restraining
     certain conduct or mandating certain conduct. This Paragraph 11.4 shall not
     be deemed to limit the power of the arbitrators to grant any remedy or
     relief the arbitrators deem just or reasonable within the scope of this
     Agreement.

11.5 The parties agree that, immediately upon the designation of the
     arbitrators, they will request the arbitrators that they set an expedited
     schedule for the conduct of the arbitration proceeding such that the
     proceeding is concluded within six months of the date of the filing of a
     demand for


<PAGE>

     arbitration and that an award shall be rendered within thirty (30) days of
     the conclusion of the proceeding.

                    ARTICLE XII - DATA PROTECTION OBLIGATIONS
                    -----------------------------------------

     The parties agree to procure that those of their respective Affiliates
listed in Exhibits 1 and 2 hereto and which are established within the European
Union abide by the additional obligations set out in Appendix 1 as if they were
incorporated as terms and conditions of this Agreement.

                          ARTICLE XIII - MISCELLANEOUS
                          ----------------------------

13.1 The parties hereto are independent contractors engaged in the operation of
     their own respective businesses. Neither party is, or is to be considered
     as, the agent or employee of the other for any purpose whatsoever. Neither
     party has the authority to enter into contracts or assume any obligations
     for the other party or make any warranties or representations on behalf of
     the other party. Nothing in this Agreement shall be construed to establish
     a relationship of co-partners or joint venturers between the parties.

13.2 This Agreement (including the Exhibits and Appendix 1) constitutes the
     entire understanding between the parties and supersedes all proposals,
     commitments, writings, negotiations and understandings, oral and written,
     and all other communications between the parties relating to the subject
     matter of this Agreement.

13.3 Either party may assign all or any portion of this Agreement to an entity
     which is then an Affiliate and any such Affiliate may assign all or any
     portion of this Agreement to an entity which is then a Affiliate; provided,
     however, that any such assignment shall not relieve the assigning party of
     its obligations under this Agreement. This Agreement may not be assigned
     from Synavant to any other person or Entity, whether by assignment by
     Synavant, by operation of law or otherwise without the prior written
     consent of IMS which consent shall not be unreasonably withheld. The sale
     or transfer of a majority of the outstanding shares of Licensee, or the
     merger or consolidation of Synavant with any other person or Entity, shall
     be deemed an attempt by Synavant to assign its interests in this Agreement
     which shall first require the prior written consent of IMS. Any assignment
     not expressly permitted under this Paragraph 13.3 or which has not received
     the written consent of the other party if required herein shall be void.

13.4 Should any part, term or condition hereof be declared illegal or
     unenforceable or in conflict with any other law, the validity of the
     remaining portion or provisions of this Agreement shall not be affected
     thereby, and the illegal or offensive portions of this Agreement shall be
     and hereby are redrafted to conform with applicable law in a manner which
     is consistent with the original spirit and intent embodied in the original
     executed copy of this Agreement, while leaving the remaining portions of
     this Agreement intact.

13.5 The waiver by either party of a breach or violation hereof or remedy
     provided herein shall not operate as or be construed to be a waiver of any
     subsequent breach or violation hereof.


<PAGE>

13.6 This Agreement (save for Appendix 1) shall be governed by and construed in
     accordance with the laws of the __________________________ without giving
     effect to principles of conflicts of law.

13.7 Nothing in this Agreement is intended to benefit and shall not be deemed to
     benefit any person who is not a party hereto or to create any third party
     beneficiary rights.

13.8 All notices pertaining to this Agreement or the performance of either party
     hereunder shall be sufficient if in writing and sent by DHL or other
     similar overnight courier service with receipted delivery addressed to the
     other party at the address shown below or to such other address as a party
     hereto shall supply to the other in writing:

          If to IMS:

               IMS Health Incorporated

               __________________________
               __________________________
               Attention:________________

          With a copy to:

               IMS Health Incorporated

               __________________________
               __________________________
               __________________________
               Attention:General Counsel

          If to Synavant:

               __________________________
               __________________________
               __________________________
               Attention: President

          with a copy to:

               __________________________
               __________________________
               __________________________
               __________________________
               Attention: General Counsel

     Such notice shall be effective upon receipt by the other party.

13.9 Neither party may under any circumstances utilize the name, trademarks, or
     tradenames of the other, or any names, trademarks, or tradenames so similar
     as likely to cause confusion, without the prior written notice to, and
     express written approval of, the other. Notwithstanding the


<PAGE>

     preceding sentence, each party shall have a right to identify to any person
     or Entity that the other party is a supplier and licensee of Data
     hereunder.

13.10Paragraph headings herein are for convenience only and do not control or
     affect the meaning or interpretation of any terms or provisions of this
     Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first written above.

IMS HEALTH INCORPORATED:               SYNAVANT INC.:

By:__________________________          By:________________________________

Name:________________________          Name:______________________________

Title:_______________________          Title:_____________________________

Date: _______________________          Date:  ____________________________