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                                                                     EXHIBIT 2.3

                                                                  EXECUTION COPY

                             CROSS LICENSE AGREEMENT

         AGREEMENT, dated as of this 31st day of August, 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 "ST"), 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, ST , 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 ST for use
in connection with it's Pharbase(TM) Services, and ST 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 September 1st
         and ending on August 30th 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.


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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 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 in exhibits
         attached hereto. Each exhibit 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 ST as more fully described in
         exhibits attached hereto. Each exhibit 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 Pharbase
         Data defined in said exhibit(s). In addition, Pharbase Data shall
         include all other demographic and profiling information on health care
         professionals (e.g., doctors, nurses, pharmacists) and health care
         providers (e.g., hospitals, pharmacies, clinics) then in the possession
         or control of ST, or any ST Affiliate, in any country. As any new
         Pharbase Data or new fields of data for existing Pharbase Data
         (collectively "New Data") comes into the possession or control of ST,
         or any ST Affiliate, ST shall notify IMS of such New Data within five
         (5) days following its availability to ST or the applicable ST
         Affiliate, as the case may be, and the Pharbase Data shall include all
         such New Data, without any change in fees, unless otherwise notified by
         IMS to ST or to the applicable ST Affiliate.


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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 ST 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 ST, or an
         Affiliate of either of them, as specified in the applicable exhibit.

2.2      IMS DATA
         IMS shall provide the IMS Data to ST in accordance with the operational
         procedures set forth in the applicable exhibit 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 ST solely to update it's
         Pharbase database(s) identified in the applicable schedule (the
         "Authorized Pharbase Databases"); provided, however, any such updated
         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 ST 's drug sampling services, to select, on
                  behalf of one or more Manufacturers, a list of Prescribers,
                  which list ST 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");


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         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 ST 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, ST shall retain
                  the IMS Data and any information derived therefrom only within
                  the internal confines of ST 's own organization. ST shall not
                  provide any IMS Data to any third party, including but not
                  limited to a Healthcare Company or any affiliate of ST, 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 ST 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, ST authorizes access to Pharbase Data.

2.5.     PROHIBITED USES OF IMS DATA
         IMS does not grant, and ST 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 ST are reserved to IMS. Without limiting the generality of the
         foregoing, under no circumstances shall ST use, possess, distribute, or
         permit any other person or Entity to use, IMS Data received by ST 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 Data in
                  effect at the time of the use of such IMS Data, unless an


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                  authorized representative of IMS provides ST 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. ST 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 ST
         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 ST, or
         an Affiliate of either of them, as specified in the applicable exhibit.

3.2      PHARBASE DATA
         ST shall provide the Pharbase Data to IMS in accordance with the
         operational procedures set forth in the applicable exhibit hereto. ST
         will use its reasonable efforts to process Pharbase Data in an accurate
         and complete manner. ST will promptly notify IMS of any material
         inaccuracies in such Pharbase Data which become known to ST in
         accordance with ST '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 its


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         prescriber databases; (b) to update its 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.

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 ST, except as commingled with IMS information or
                  services.
         b.       Notwithstanding anything to the contrary contained herein,
                  under no circumstances shall any uncommingled Pharbase Data 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 ST 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
         ST 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 ST. 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 ST 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,


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                  unless an authorized representative of ST 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 ST 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 ST concerning such Pharbase Data or
                  information;
         e.       results in the reverse engineering or disassembling of any of
                  the Pharbase Data; or
         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.


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                          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      ST 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 ST, in
         connection with the uses permitted ST 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. ST and any such other persons
         who receive access to or disclosure of IMS


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         Confidential Information pursuant to the preceding sentence shall
         maintain the strict confidentiality of such IMS Confidential
         Information in the same manner as ST maintains the confidentiality of
         its own confidential information, and ST 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, ST shall promptly notify
         an appropriate representative of such person in writing of such
         failure, with a copy to IMS, within five business days after ST knows
         or suspects such failure. ST shall promptly provide IMS with a copy of
         any responses from such person to ST'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 ST 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, ST agrees to cooperate
         with IMS to pursue such third party for any material breach by such
         person of the terms of such agreement. ST 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 ST
         (collectively "ST Confidential Information"), agree to protect the
         proprietary and confidential nature of such ST Confidential Information
         and in connection therewith, will prohibit any access to or copying or
         disclosure of any of the ST Confidential Information during the term of
         this Agreement and after termination of this Agreement, except (a) that
         access to and disclosure of ST 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 ST
         Confidential Information pursuant to the preceding sentence shall
         maintain the strict confidentiality of such ST Confidential Information
         in the same manner as IMS maintains the confidentiality of its own
         confidential information, and IMS will not disclose such ST
         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 ST, within five business days after IMS knows
         or suspects such failure. IMS shall promptly provide ST with a copy of
         any responses from such person to IMS's notification. ST 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 ST
         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 ST 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


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         Data are not, were not or will not be proprietary to ST and subject to
         copyright held by ST 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 ST under this Agreement. EXCEPT AS EXPRESSLY
         STATED IN THE PRECEDING SENTENCE AND APPENDIX 1, IMS MAKES NO WARRANTY
         OR REPRESENTATION, 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 ST'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      ST 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, ST 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 ST'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 ST to IMS in writing in a
         timely manner in accordance with the applicable EXHIBIT.
         Notwithstanding any injunctive relief which ST 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 ST to IMS
         hereunder in the immediately preceding twelve month period.


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7.2      ST's entire liability and IMS's exclusive remedy for ST's failure to
         abide by the accuracy and completeness requirements of Paragraph 3.2
         shall be for ST to endeavor to correct, in accordance with ST's then
         applicable operating procedures for data quality assurance, any such
         non-conformance which has been reported by IMS to ST in writing in a
         timely manner in accordance with the applicable EXHIBIT.
         Notwithstanding any injunctive relief which IMS may be entitled to, ST
         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 ST of its obligations hereunder (even if ST has
         been advised of the possibility of such damages). Under no
         circumstances shall ST's liability hereunder exceed the greater of (a)
         fifty thousand dollars ($50,000), or (b) the amount paid by IMS to ST
         hereunder in the immediately preceding twelve month period.

                         ARTICLE VIII - TERM/TERMINATION

The term of this Agreement shall be for a three year period commencing on the
date first written above. 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


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judgment, ruling or order of a court or agency of competent jurisdiction, or the
enactment of or change in any law or regulation.


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                        ARTICLE X - ADDITIONAL AGREEMENTS

10.1     IMS and ST 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 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


<PAGE>

         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 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.


<PAGE>

                          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 ST to any other person or
         Entity, whether by assignment by ST, 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 ST
         with any other person or Entity, shall be deemed an attempt by ST 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.

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.


<PAGE>

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
                           7 Harewood Avenue
                           London, NW1 6JB
                           England
                           Attention:  President, European Region

                  With a copy to:

                           IMS HEALTH
                           7 Harewood Avenue
                           London, NW1 6JB
                           England
                           Attention:  Law Department

                  If to Licensee:
                           Synavant Inc.
                           3445 Peachtree Road, N.E.
                           Suite 1400
                           Atlanta, GA 30326
                           Attention:  President

         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
         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.


<PAGE>

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

                               ARTICLE XIV - FEES

         The annual fee payable by IMS for the services described in this
Agreement for each Contract Year shall be one million five hundred thousand
dollars ($1,500,000). ST shall invoice one quarter of the annual fee on a
quarterly basis in advance (i.e., ST shall invoice three hundred seventy-five
thousand dollars ($375,000) on or about September 1st, December 1st, March 1st,
and June 1st of each Contract Year). IMS shall pay the amount of each invoice
from ST within thirty (30) days from receipt of invoice by IMS. In no event
shall IMS deduct or set-off any amount(s) against any amount(s) owed to ST under
this Agreement without ST's prior written consent. If IMS fails to timely pay
any amount in accordance with the terms of this Agreement, IMS shall pay in
addition to the invoice amount, interest at the rate of eighteen percent (18%)
per annum on the unpaid balance beginning thirty-five (35) days from the date of
the invoice until such amounts are paid. In addition to any fees which IMS
agrees to pay, IMS shall have the exclusive responsibility for and agrees to pay
all applicable governmental sales, use, added value, ad valorem or other similar
taxes, duties, fees, levies or other governmental charges now in force or
enacted in the future, except for taxes based on ST's income.

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

IMS Health Incorporated:                   Synavant Inc.:

By: /s/ Matthew L. Friedman                By: /s/ James C. Malone
   ----------------------------               --------------------------------

Name: Matthew L. Friedman                  Name: James C. Malone

Title: Vice President                      Title: Vice President