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**Exhibit 10.5**

**LICENSEAGREEMENT**

This**LICENSE AGREEMENT**isentered into as of the latest of the dated signatures below (“Effective Date”)by and among **Mark L. Kozam d/b/a MLKSoftware and Datasci, LLC** (collectively “**Datasci**”),and **Phase Forward Incorporated** (“**Phase Forward**”).

IN CONSIDERATIONOF THE MUTUAL COVENANTS AND PROMISES CONTAINED HEREIN, THE SUFFICIENCY OF WHICHTHE PARTIES IRREVOCABLY ACKNOWLEDGE, THE PARTIES AGREE AS FOLLOWS:

**ARTICLE 1**

**DEFINITIONS**

The followingterms shall have the meaning set forth below when used herein:

1.1            “Settled Patent” means U.S. Patent No. 6,496,827B2 entitled “Methods and Apparatus for the Centralized Collection andValidation of Geographically Distributed Clinical Study Data with Verificationof Input Data to the Distributed System,” including all foreign counterparts,divisional, reissue, reexamined, continuation, and continuation in-part patentsthereof.

1.2            “License Agreement” means thisLicense Agreement.

1.3            “Settlement Agreement” means theSettlement Agreement to which this License Agreement is attached as Appendix A.

1.4            “Party” or “Parties” means any partyor parties to this License Agreement, including affiliate companies and parentcompanies, as the case may be.

1.5            “Stipulation of Dismissal WithPrejudice” means the Stipulation of Dismissal with Prejudice attached hereto asAppendix B.

# **ARTICLE 2**

**BACKGROUND**

2.1            Datasci is the owner of the entireright, title and interest in and to the Settled Patent.

2.2            Datasci filed an action againstPhase Forward and Quintiles, Inc. in the United States District Court forthe District of Maryland alleging that Phase Forward and Quintiles, Inc.had infringed the Settled Patent; Civil Action No. 04-CV-1787(the “Action”). Phase Forward asserted several affirmative defenses and counterclaims,alleging, among other things, that it did not infringe the Settled Patent andthat the Settled Patent is invalid.

2.3            The Parties to this LicenseAgreement now desire to settle the Action, and to settle and resolve all issuesset forth herein which they may have against each other arising out of or inconnection with the Settled Patent.

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**ARTICLE 3**

**PAYMENTSAND ROYALTIES TO DATASCI**

3.1            Onthe Effective Date, Phase Forward shall pay Datasci a one-time, lump sum, fullypaid up royalty in the amount of Eight Million Five Hundred Thousand and No/100Dollars ($8,500,000.00).

3.2            Neither this License Agreement northe Settlement Agreement shall be effective until Datasci has received thepayment required to be made by the Effective Date in accordance with thisLicense Agreement and the Settlement Agreement.

**ARTICLE 4**

**LICENSEGRANT**

4.1            Datasci hereby grants to PhaseForward and its parent companies, subsidiaries, and affiliate companies aperpetual, irrevocable, fully paid-up, worldwide, non-transferable (except asset forth in Section 6.1), non-exclusive license to make, have made, use,offer-to-sell, sell, export, and import, or otherwise dispose of products andservices the making, having made, use, offering to sell, selling, exporting orimporting of which would in the absence of this license infringe any valid andenforceable claim of the Settled Patent. This license shall apply to PhaseForward’s customers, manufacturers, partners, distributors, re-sellers,vendors, and their respective end users, regarding all products and servicesmade by, made for, provided by, purchased from, or licensed from Phase Forward.This license shall not be interpreted or construed as granting Phase Forwardany right to sub-license any third party or Non-subsidiary to use any of themethods or systems claimed in the Settled Patent, except as such methods orsystems are or were provided directly or indirectly by Phase Forward. “Non-subsidiary”shall mean any corporation of which Phase Forward does not own or control morethan 50% of the U.S. or foreign corporation, company or other legal entity. Thislicense shall not apply to any products or services acquired by Phase Forwardfrom an entity identified in Appendix D. Further, this license shall not beinterpreted or construed to include any products or services of any third partythat acquires Phase Forward or any of Phase Forward’s subsidiaries oraffiliates, where such products or services (i) were in existence at thetime of the acquisition or (ii) are new products or services developed bysaid third party subsequent to said acquisition.

4.2            Other than the license contemplatedby this License Agreement, no license, right, or immunity is granted by Datascito any third party, either expressly or by implication, or by estoppel, orotherwise, to any patents, inventions, or other property right.

**ARTICLE 5**

**TERM**

5.1            The term of the license grantedherein shall be for the life of the Settled Patent.

**ARTICLE 6**

**GENERALPROVISIONS**

6.1            Assignment.  This License Agreement and any rights,licenses or privileges under this License Agreement shall be freely assignableto (i) any affiliate, parent, or 

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subsidiary of a Party or (ii) anacquiror of a Party or of any portion of a Party’s business to which thisLicense Agreement applies (whether by way of an asset or stock transaction). PhaseForward represents that it is not currently engaged in any active negotiationsin connection with its acquisition by any third party.

6.2            Legal Fees.  The prevailing Party or Parties in anyproceeding or legal action to enforce or interpret this License Agreement shallbe entitled to recover reasonable attorneys’ fees and costs incurred inconnection with such proceeding or legal action.

6.3            Waiver.  The waiver by any Party or Parties of a breachof any provision of this License Agreement shall not operate or be construed asa waiver of any other or any subsequent breach of the same or a different kind.

6.4            Amendments.  Any changes to this License Agreement must bein writing specifically stating an intention to modify this License Agreementsigned by the Party or Parties to be bound.

6.5            Survival of Representations andWarranties.  The representations andwarranties contained in this License Agreement shall survive the execution anddelivery of this License Agreement.

6.6            Relationship of Parties.  Nothing in this License Agreement shall createor be deemed to create any relationship of agency, partnership, or jointventure between Datasci, on the one hand, and Phase Forward on the other.

6.7            No Third Party Beneficiaries. Except with respect to Phase ForwardUsers as defined in the Settlement Agreement, this License Agreement is madeand entered into for the sole protection and benefit of the Parties, and noother person or entity shall be a direct or indirect beneficiary of or shallhave any direct or indirect cause of action or claim in connection with thisLicense Agreement.

6.8            Notices.  Any notice or other communication required orpermitted under this License Agreement shall be given in writing and shall beconclusively deemed to have been duly given on the date delivered if deliveredpersonally, or five (5) days after deposit in the United States mail, byregistered or certified mail, postage prepaid, addressed as follows:

6.8.1         Noticesto Datasci shall be addressed to:

Stanley P. Fisher, Esq.Reed Smith LLP3110 Fairview Park DriveSuite 1400Falls Church, Virginia  22042

6.8.2        Noticesto Phase Forward shall be addressed to:

D. Ari Buchler, Esq.General CounselPhase Forward Incorporated880 Winter StreetWaltham, Massachusetts  02451

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and to

John J. Cotter, Esq.Kirkpatrick & Lockhart NicholsonGraham LLP75 State StreetBoston, Massachusetts  02109

6.9            Headings.  All headings in this License Agreement areused for convenience only and shall not affect the interpretation of thisLicense Agreement.

6.10          Applicable Law; Choice of Forum;Jurisdiction.  This License Agreementshall be governed by and construed under the laws of the State of Maryland,without regard to its conflict of laws provisions. It is further agreed thatall disputes and matters whatsoever arising under, in connection with orincident to the License Agreement shall be litigated, if at all, before theUnited States District Court for the District of Maryland, to the exclusion ofthe Courts of any other state, locality or country. The Parties irrevocablyconsent to personal jurisdiction in such court for such purposes.

6.11          No Strict Construction.  Each Party and counsel for each Party havereviewed this License Agreement, and, accordingly, the normal rule ofconstruction to the effect that any ambiguities are to be resolved against thedrafting party shall not be employed in the interpretation of this LicenseAgreement.

6.12          Entire Agreement.  This License Agreement, together with theSettlement Agreement, contains the entire understanding between Datasci andPhase Forward superseding all prior or contemporaneous communications,negotiations, discussions, agreements, and understandings among the Partieswith respect to the subject matter of this License Agreement and the SettlementAgreement.

6.13          Counterparts.  This License Agreement may be executed in anynumber of counterparts, including those transmitted to and among the Partiesvia facsimile, with the same effect as if the signatures on each counterpartwere upon a single instrument. All counterparts, taken together, shallconstitute this License Agreement.

6.14          Partial Invalidity.  If any term or provision herein shall beinvalid, illegal or unenforceable in any respect, this License Agreement shallbe construed without the term or provision so that this License Agreement willremain binding on the Parties.

6.15          NoPrejudice.  Inclusion of an entity onAppendix D shall not create any evidence or presumption (i) that suchentity had, has, may develop, or may acquire any products or services thatinfringe any valid enforceable claim of the Settled Patent or (ii) withrespect to any intention of any Party to this Agreement to engage in anytransaction with any such entity.

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IN WITNESSWHEREOF, intending to be legally bound, the Parties hereto have caused thisLicense Agreement to be executed by their duly authorized representatives as ofthe dates set forth below.
| DR. MARC L. KOZAM, d/b/a  MLK SOFTWARE |          | PHASE FORWARD INCORPORATED |
|----------------------------------------|---------------|----------------------------|
| /s/ Marc L.  Kozam                     |          | /s/ Rodger  Weismann       |
| Name:                                  | Marc L. Kozam |                       | Name: | Rodger Weismann |
|                                   |          |                       | Title: | Senior Vice  President and |
|                                   |          |                       |   | Chief Financial  Officer |
| Date:                                  | 2-15-06       |                       | Date: | February 15,  2006 |
| DATASCI, LLC                           |          | QUINTILES, INC.            |
|                                   |          | /s/ Beverly L.  Rubin      |
| /s/ Marc L.  Kozam                     |          |                       |
|                                   |          |                       | Name: | Beverly L. Rubin |
| Name:                                  | Marc L. Kozam |                       |   |   |
|                                   |          |                       | Title: | Director |
| Title:                                 |          |                       |   |   |
|                                   |          |                       | Date: | 15  February 2006 |
| Date:                                  | 2-15-06       |                       |   |   |

 

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