<PAGE>

                                                                     EXHIBIT 2.2

                                                                  EXECUTION COPY

                             IMS HEALTH INCORPORATED

                         XPONENT DATA 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,
and the Interactive Marketing Division of Synavant Inc., (hereinafter
"Licensee"), a Delaware corporation, with an address at One Broad Avenue,
Fairview, New Jersey 07022.

                                    RECITALS

         WHEREAS, IMS is principally engaged in providing information services
to the pharmaceutical industry and, in connection therewith, collects data from
pharmacies through various third parties relating to prescription transactions
and prescribers;

         WHEREAS, Licensee, on behalf of its customers, is principally engaged
in providing direct marketing of pharmaceutical promotion to prescribers in the
United States and circulation management of healthcare publications in the
United States; and

         WHEREAS, IMS desires to license certain data to Licensee 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:

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

         a.       "affiliate" of Licensee means any Person which now or in the
                  future controls, is controlled by or is under common control
                  with Licensee.
         b.       "Agency" means an agency engaged by a Manufacturer to develop
                  and/or implement a marketing campaign for one or more of such
                  Manufacturer's Legended Drugs.
         c.       "Association" means a professional association, comprised of
                  members in a health care-related profession, which is,
                  pursuant to the terms of Paragraph 8(a), identified by IMS as
                  licensing data to IMS that is incorporated into certain
                  elements of the Data.
         d.       "Contract Year" means each 12-month period commencing on
                  September 1 and ending on August 30 during the term of this
                  Agreement.


<PAGE>

         e.       "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.
         f.       "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, (v) a sponsor
                  of continuing medical education ("CME") seminars, conferences
                  or courses or a publisher of CME materials or (vi) a pharmacy
                  benefits management company or "PBM".
         g.       "Legended Drugs" means drugs which under Federal or state law
                  require the written prescription of a doctor, osteopath or
                  other individual who has the authority to prescribe Legended
                  Drugs.
         h.       "Materials" means (i) information, including promotional
                  materials and solicitation materials sent to a Prescriber, all
                  of which relate to one or more Legended Drugs or
                  over-the-counter 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(a)
                  hereof, (iii) Journals, (iv) Desktop Media, or (v)
                  information, including promotional materials, solicitation
                  materials or course materials, relating to CME.
         i.       "Data" means certain data provided by IMS from its Xponent
                  -Registered Trademark- Plantrak-TM- and Xponent -Registered
                  Trademark- Profiler-TM- information services and other
                  services as further described on EXHIBIT 1 hereto.
         j.       "Person" means any natural person, corporation, business
                  trust, joint venture, association, company, firm, partnership,
                  government entity or other entity.
         k.       "Prescriber" means a doctor, osteopath, dentist or other
                  individual with an address in the United States who has the
                  authority to prescribe Legended Drugs.

2.       LICENSE GRANT
         IMS hereby grants to Licensee a non-transferable and non-exclusive
         license, without the right to grant sublicenses, to Data for use solely
         in accordance with the terms of Paragraphs 4 and 5 hereof and subject
         to the other terms and conditions of this Agreement and only for the
         uses as specified in Exhibit 3. The licenses granted herein are not
         exclusive and nothing contained herein shall prohibit or restrict IMS
         from


<PAGE>

         licensing, selling or otherwise transferring Data or any other
         information to any other Person or from using Data or any other
         information for its own purposes.

3.       DATA
         IMS shall provide the Data to Licensee in accordance with the
         operational procedures set forth on EXHIBIT 2 hereto. IMS will use its
         reasonable efforts to process 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.

4.       USE OF DATA
         Subject to the other terms and conditions of this Agreement, the Data
         licensed hereunder shall be used by Licensee solely for the uses and
         purposes listed on Exhibit 3:

5.       CONDITIONS APPLICABLE TO USE OF DATA
         a.       The delivery of any Materials, Legended Drug samples or
                  over-the-counter drug samples in connection with Paragraph 4
                  may be made by U.S. Postal Service, other common carrier,
                  telegram, telephone, facsimile transmission, modem or other
                  means; provided, however, that under no circumstances shall
                  delivery of any of such Materials or Legended Drug samples be
                  accomplished by (i) any employee of a Manufacturer, including
                  but not limited to any pharmaceutical sales representative of
                  such Manufacturer, or (ii) any Person engaged by a
                  Manufacturer to call on Prescribers on behalf of such
                  Manufacturer in connection with the marketing of one or more
                  Legended Drugs.
         b.       The use of any list of Prescribers selected by Licensee from
                  the Data pursuant to the terms of Paragraph 4 shall be limited
                  to a specific one-time use or a single marketing program
                  conducted by Licensee for a Healthcare Company or any renewal
                  or repeat of such program by Licensee; provided, however, that
                  with the exception of Limited Data, and the retention of
                  Historical Data as provided under Paragraph 11(c), any Data,
                  or any information derived from such Data, contained in or
                  identified with such list may only be used in a manner
                  permitted hereunder for a period not to exceed ninety (90)
                  days, after which such Data must be destroyed. In the event
                  any Data or any information derived therefrom is copied or
                  incorporated into any database, data bank or any file or
                  listing containing any data not provided pursuant to the terms
                  of this Agreement, such database, data bank, file or listing,
                  as the case may be, shall be and remain subject to all of the
                  terms and conditions of this Agreement.
         c.       Except as provided under Paragraphs 5(d), 5(e) and 18 hereof,
                  Licensee shall retain the Data and any information derived
                  therefrom only within the internal confines of Licensee's own
                  organization. The parties hereto acknowledge and agree that
                  the preceding sentence is fundamental to this Agreement and
                  Licensee shall not design programs or provide multiple copies
                  of lists to a Healthcare Company which taken together would
                  result in either directly or indirectly


<PAGE>

                  avoiding the restriction contained in the preceding sentence.
                  Licensee shall not provide any Data to any third party,
                  including but not limited to a Healthcare Company or any
                  affiliate of Licensee, except as specifically set forth below:
                  (1)      if a Healthcare Company engages a third party to
                           provide lettershop or similar services in connection
                           with sending Materials to Prescribers (a
                           "Lettershop"), Limited Data may be provided by
                           Licensee to the Lettershop; provided, however,
                           Licensee enters into a written agreement with such
                           Lettershop in accordance with Paragraph 5(f)(1) of
                           this Agreement. The Lettershop shall be required to
                           return Limited Data to Licensee or the Healthcare
                           Company, as the case may be, within ten (10) calendar
                           days of the earlier of completion or termination of
                           the respective order for services.
                  (2)      in the event Licensee selects a list of Prescribers
                           from the Data for use in connection with providing
                           Materials or Legended Drug samples to certain of such
                           Prescribers on behalf of a Manufacturer, Licensee may
                           provide Limited Data to such Manufacturer for the
                           sole purpose of permitting such Manufacturer to
                           notify its sales representatives of Prescribers
                           within each sales representative's territory who were
                           sent such Materials or Legended Drug samples;
                           provided, however, Licensee sends a purchase order to
                           such Manufacturer or enters into a written agreement
                           with such Manufacturer in accordance with Paragraph
                           5(f)(2) of this Agreement; and provided further that
                           Limited Data derived in whole or in part from Data is
                           not provided to a Manufacturer any more frequently
                           than once in any thirty (30) day period.
                  (3)      In connection with the delivery to a Prescriber of
                           any sample of a Manufacturer's Legended Drugs in
                           response to a solicitation made pursuant to Paragraph
                           4, Licensee may provide Limited Data to such
                           Manufacturer, and such Manufacturer shall be
                           permitted to retain Limited Data relating to the
                           recipients of such Legended Drug samples solely for
                           purposes of compliance with any applicable state and
                           Federal laws, including but not limited to laws
                           relating to the distribution of Legended Drug
                           samples, such period of retention in each instance to
                           be limited to the longest period of time necessary to
                           comply with any such laws.

         d.       Licensee may provide the following types of information
                  derived from the Data to a Healthcare Company that is a
                  prospective customer for a specific service of Licensee that
                  involves the selecting of lists of Prescribers, derived from
                  the Data, for the uses permitted by the terms of Paragraph 4
                  of this Agreement, solely for purposes of promoting such
                  service provided such information does not identify individual
                  Prescribers and is not summarized by and/or identified with
                  any geographic area or unit, including but not limited to zip
                  codes, counties, states or sales territories, but aggregates
                  Prescribers only in the following manner:
                  (1)      by Prescriber specialty, the total number of
                           Prescribers per specialty contained in the Data,
                           and/or


<PAGE>

                  (2)      by prescribing level, in quintiles or deciles.
         e.       Licensee may provide to a Healthcare Company for whom Licensee
                  has provided a product or service which uses Data as permitted
                  under Paragraph 4 in connection with a single marketing
                  program, the total number of Prescribers that were sent
                  Materials or responded to Materials from Licensee, as the case
                  may be, with respect to such program.
         f.       If at any time Licensee provides any Limited Data or any
                  information derived from such Data to:

                  (1)      a Lettershop, Licensee shall enter into a written
                           agreement with such Lettershop, which agreement
                           shall, among other things, contain such terms and
                           conditions as are necessary or desirable to prohibit
                           such Lettershop from making any use of such Limited
                           Data and/or information in a manner which is
                           inconsistent with the terms and conditions of this
                           Agreement. Such terms and conditions, at a minimum,
                           shall include:
                           (a)  a provision stating that the Limited Data is
                                being provided to the Lettershop solely for the
                                limited purpose set forth in Paragraph 5(c)(1);
                           (b)  terms and conditions which reflect the
                                obligations and restrictions contained in
                                Paragraphs 5(a), 5(b), 5(c)(1), 5(g), 5(h), 6, 7
                                and 8;
                           (c)  a provision stating that the use of Limited Data
                                is limited to a specific one-time use or use in
                                connection with a single marketing program, as
                                the case may be; and
                           (d)  a provision stating that IMS Health Incorporated
                                is an intended third party beneficiary to the
                                agreement between Licensee and such Lettershop.
                                In the event a Lettershop fails to comply with
                                such an agreement, Licensee shall promptly
                                notify an appropriate representative of such
                                Lettershop in writing of such failure, with a
                                copy to IMS, within five business days after
                                Licensee knows or reasonably suspects such
                                failure. Licensee shall promptly provide IMS
                                with a copy of any correspondence between
                                Licensee and such Lettershop relating to such
                                failure. 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 Licensee and such Lettershop
                                to the extent such terms and conditions are
                                required by the terms of this Paragraph 5(f). In
                                the event IMS does not have rights as an
                                intended third party beneficiary to bring an
                                action as contemplated in this Paragraph 5(f),
                                Licensee agrees to be liable for any breach by
                                such Lettershop of such agreement.
                  (2)      a Manufacturer, Licensee shall either send an order
                           form to such Manufacturer or enter into a written
                           agreement with such Manufacturer which order form or
                           agreement, as the case may be, shall, among other
                           things, contain such terms and conditions as are
                           necessary or desirable to prohibit such Manufacturer
                           from making any use of such Limited Data


<PAGE>

                           and/or information in a manner which is inconsistent
                           with the terms and conditions of this Agreement. Such
                           terms and conditions, at a minimum, shall include:
                           (a)  a provision stating that the Limited Data is
                                being provided to the Manufacturer solely for
                                one or both of the limited purposes set forth in
                                Paragraphs 5(c)(2) and (3);
                           (b)  terms and conditions which reflect the
                                obligations and restrictions contained in
                                Paragraphs 5(a), 5(b), 5(c)(2) and/or 5(c)(3),
                                as the case may be, 5(g), 5(h), 6, 7 and 8;
                           (c)  a provision stating that the use of Limited Data
                                is limited to a specific one-time use and/or use
                                in connection with a single marketing program;
                           (d)  a provision stating that such Manufacturer is
                                not permitted to store the Limited Data in any
                                database or otherwise use the Limited Data to
                                target the calling activity of its sales
                                representatives on Prescribers; and
                           (e)  a provision stating that IMS Health Incorporated
                                is an intended third party beneficiary to the
                                agreement between Licensee and such
                                Manufacturer.

                           In the event a Manufacturer fails to comply with such
                           an agreement, Licensee shall promptly notify an
                           appropriate representative of such Manufacturer in
                           writing of such failure, with a copy to IMS, within
                           five business days after Licensee knows or suspects
                           such failure. Licensee shall promptly provide IMS
                           with a copy of any correspondence between Licensee
                           and such Manufacturer relating to such failure. 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 Licensee and such
                           Manufacturer to the extent such terms and conditions
                           are required by the terms of this Paragraph 5(f). In
                           the event IMS does not have rights as an intended
                           third party beneficiary to bring an action as
                           contemplated in this Paragraph 5(f), Licensee agrees
                           to be liable for any breach by such Manufacturer of
                           such agreement.
                  Such agreements shall specify the intended uses of such
                  Limited Data in sufficient detail so that it may be determined
                  whether such use is in compliance with the terms and
                  conditions of this Agreement. Such agreements shall be
                  available to IMS in connection with any inspection which IMS
                  may perform pursuant to Paragraph 17 of this Agreement.
         g.       In connection with any use of Data, under no circumstances
                  shall any of such Data or any information derived therefrom be
                  disclosed to a Prescriber or to any other Person except as
                  expressly provided herein.
         h.       Notwithstanding anything to the contrary contained herein,
                  under no circumstances shall any Data or Limited Data be
                  provided by Licensee to any Person which has one or more lines
                  of business engaged in the licensing, selling


<PAGE>

                  or providing of access to data, information or databases in
                  competition with IMS or any Subsidiary ("Competing Company"),
                  or any Person 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 Licensee, a
                  Manufacturer or an Agency from engaging a Lettershop for the
                  delivery of Materials in accordance with the terms of
                  Paragraph 5(a) and in connection therewith, providing Limited
                  Data to such Lettershop in accordance with Paragraph 5(c)(1),
                  provided Licensee complies with the terms of Paragraph
                  5(f)(1).

         As used in this Paragraph, "Limited Data" shall mean Data limited to
         the following fields of information: Prescriber name and Prescriber
         address to which the Material or Legended Drug sample was sent or to be
         sent. Limited Data shall also include Association Data, provided
         Licensee has an appropriate license with respect to such Data and
         further provided the use of such Association Data and if applicable,
         the disclosure of such Association Data, is permitted under the terms
         of such license.

6.       PROHIBITED USES OF DATA
         IMS does not grant, and Licensee does not receive, any title or other
         interest in the 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
         Licensee are reserved to IMS. Without limiting the generality of the
         foregoing, under no circumstances shall Licensee use, or permit any
         other Person to use, Data received by Licensee 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 Association
                  identified by IMS pursuant to Paragraph 7(a) governing the use
                  of such Association's data incorporated within the Data in
                  effect at the time of the use of such Data, unless an
                  authorized representative of IMS provides Licensee with
                  written notice that such Data is no longer subject to the
                  restrictions of such Association's agreement;
         d.       results in any analysis of the 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
                  projection or statistical methods used by IMS to produce any
                  of the 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 Data, or (iii) seeks to demonstrate that
                  the Data, or any information derived therefrom, is inferior to
                  any other data, attempts to show any deficiency in such Data
                  or information, or otherwise makes statements detrimental to
                  IMS concerning such Data or information;
         e.       results in the selection of Prescribers from which a
                  Manufacturer, an Agency, Licensee or any other Person solicits
                  information on practice profiles and/or


<PAGE>

                  prescribing activity for the purpose of developing a database
                  of practice and prescribing profiles on individual
                  Prescribers, except for the solicitation of such information
                  for the benefit of (i) a single Manufacturer or (ii) a single
                  Healthcare Company that is a manufacturer or marketer of
                  medical supplies and/or diagnostic equipment;
         f.       applies one or more mathematical algorithms, formulas or
                  processes to any of the Data for the purpose of estimating or
                  projecting any new data or information;
         g.       results in the reverse engineering or disassembling of any of
                  the Data;
         h.       enhances, benchmarks, validates, compares with, authenticates,
                  verifies, supplements, or modifies any data, products or
                  services of Licensee or any other party except as expressly
                  provided in this Agreement;
         i.       facilitates, authorizes or otherwise expressly or tacitly
                  permits the incorporation of the Data, or any information
                  derived therefrom, in any sales force automation system,
                  electronic territory management system, customer relationship
                  management system, or any other similar system used by sales
                  representatives for call reporting and management of sales
                  information for their respective territories, except as
                  expressly provided in Paragraph 5(c)(2);
         j.       facilitates, authorizes or otherwise expressly or tacitly
                  permits the use of any Data, or any information derived
                  therefrom, by a Manufacturer for use in connection with the
                  compensation or management of such Manufacturer's sales
                  force(s); or
         k.       facilitates, authorizes or otherwise expressly or tacitly
                  permits the use of any Data, or any information derived
                  therefrom, by a Manufacturer for targeting of Prescribers by
                  the sales representatives of such Manufacturer.

7.       ASSOCIATION DATA
         a.       IMS may identify to Licensee in writing certain elements of
                  some or all of the Data which incorporates information
                  licensed to IMS by an Association ("Association Data"). In
                  addition to the terms and conditions of this Agreement,
                  Licensee agrees to treat each element of Association Data in
                  accordance with the terms of the respective Association
                  agreement then in effect between IMS and such Association. To
                  the extent that any term of such an Association agreement then
                  in effect is more restrictive concerning the use or disclosure
                  of Association Data than the terms contained in this Agreement
                  concerning the use or disclosure of Data, then the terms of
                  such Association Agreement shall control, but only with
                  respect to the use or disclosure, as the case may be, by
                  Licensee of Association Data.
         b.       In the event IMS identifies Association Data pursuant to
                  Paragraph 7(a) above and Licensee fails to maintain the
                  requisite license with the Association licensing such data to
                  IMS which would permit Licensee, at a minimum, a right to use
                  the Association Data provided hereunder in the manner
                  contemplated herein, IMS shall have no further requirement to
                  provide such Association Data under the terms of this
                  Agreement until such time as Licensee obtains such a license.


<PAGE>

         c.       By way of example, and not by way of limitation, any element
                  of Data identifying:
                  (1)      the Medical Education number of the Prescriber is
                           derived from the American Medical Association's
                           ("AMA") Physician Professional Data and shall remain
                           subject to the terms and conditions of the applicable
                           AMA agreement then in effect between IMS and the AMA.
                  (2)      the American Osteopathic Association ("AOA") number
                           of the Prescriber is derived from the AOA's data
                           files and shall remain subject to the terms and
                           conditions of the applicable AOA agreement then in
                           effect between IMS and the AOA.

8.       CONFIDENTIALITY
         Licensee hereby acknowledges that the Data are proprietary to IMS
         (collectively "Confidential Information"), agree to protect the
         proprietary and confidential nature of such Confidential Information
         and in connection therewith, will prohibit any access to or copying or
         disclosure of any of the Confidential Information during the term of
         this Agreement and after termination of this Agreement, except (a) that
         access to and disclosure of Confidential Information may be provided to
         those employees of Licensee, in connection with the uses permitted
         Licensee as described in Exhibit 3 who require same to carry out such
         uses, and (b) as expressly permitted under Paragraphs 5(c), (d) and (e)
         of this Agreement. Licensee and any such other persons who receive
         access to or disclosure of Confidential Information pursuant to the
         preceding sentence shall maintain the strict confidentiality of such
         Confidential Information in the same manner as Licensee maintains the
         confidentiality of its own confidential information, and Licensee will
         not disclose such 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 8, Licensee
         shall promptly notify an appropriate representative of such person in
         writing of such failure, with a copy to IMS, within five business days
         after Licensee knows or suspects such failure. Licensee shall promptly
         provide IMS with a copy of any responses from such person to Licensee'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 Licensee 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 8, Licensee agrees to be liable for any breach by such
         person of such agreement. Licensee agrees that it will not ever, either
         during the term of this Agreement or after its termination, assert that
         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 Association
         Data which is proprietary to the respective Association and subject to
         copyright held by such Association.

9.       REPRESENTATIONS AND WARRANTIES


<PAGE>

         IMS represents and warrants that it has the right and authority to
         license the Data to Licensee under this Agreement. EXCEPT AS EXPRESSLY
         STATED IN THE PRECEDING SENTENCE OR PARAGRAPH 3, IMS MAKES NO WARRANTY
         OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE DATA (INCLUDING BUT
         NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OF SUCH DATA OR ITS
         FITNESS FOR LICENSEE'S PARTICULAR PURPOSE) AND FURTHER MAKES NO
         WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR
         COMPLETENESS OF THE DATA.

10.      LIMITATION OF LIABILITY
         IMS's entire liability and Licensee's exclusive remedy for IMS's
         failure to abide by the accuracy and completeness requirements of
         Paragraph 3 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 Licensee to IMS in
         writing in a timely manner in accordance with EXHIBIT 2.
         Notwithstanding any injunctive relief which Licensee 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 Data or
         any breach by IMS of its obligations hereunder (even if IMS has been
         advised of the possibility of such damages).

11.      TERM/TERMINATION
         a.       The term of this Agreement shall be for a three year period
                  commencing on the date first written above. Notwithstanding
                  the foregoing, IMS shall have the right to terminate this
                  Agreement on thirty (30) days advance written notice to
                  Licensee:
                  (1)      if Licensee becomes insolvent, voluntarily files a
                           petition under any federal or state bankruptcy law
                           for itself, has an involuntary petition filed under
                           any federal 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 Licensee's business, or
                           otherwise publicly announces the termination of its
                           operations and/or substantially all the products
                           relating to the licenses granted herein;
                  (2)      upon the sale of Licensee, 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 controlling,
                           controlled by or under common control with a
                           Competing Company; or
                  (3)      if Licensee or any affiliate of Licensee develops or
                           comes into possession of data which is substantially
                           similar to the Data or Licensee or any affiliate of
                           Licensee acquires the right, by license, purchase or
                           otherwise, to data which is substantially similar to
                           the Data.
                  As used in Paragraph 11(a)(3), data which is "substantially
                  similar to the Data" shall include but not be limited to any
                  data or information (a) consisting of or


<PAGE>

                  derived from a number of prescription transactions in any
                  calendar month which number is greater than or equal to
                  one-twentieth of the number of prescription transactions as
                  estimated by IMS's National Prescription Audit for such
                  calendar month, or (b) which Licensee or any affiliate of
                  Licensee claims is the functional or statistical equivalent of
                  data that consists of or is derived from a number of
                  prescription transactions in any calendar month which number
                  is greater than or equal to one-twentieth of the number of
                  prescription transactions as estimated by IMS's National
                  Prescription Audit for such calendar month. However, data
                  shall not be considered "substantially similar to the Data"
                  for any data received from a pharmaceutical Manufacturer for
                  use by Licensee solely to provide services to such
                  Manufacturer.
         b.       In the event of the termination of this Agreement:
                  (1)      Licensee shall deliver all Data, and any information
                           derived therefrom, in its possession or control to
                           IMS within ten (10) days of such termination, except
                           as otherwise expressly provided in Paragraph 11(c).
                  (2)      for any period during which Data, or any information
                           derived therefrom, remains in the possession or
                           control of Licensee after termination of this
                           Agreement, such Data and information shall remain
                           subject to the restrictions contained in this
                           Agreement, including but not limited to those
                           restrictions contained in Paragraphs 4, 5, 6, 7, and
                           8.
                  This provision shall not be construed to limit survival of any
                  other provision which also survives the termination of this
                  Agreement by the express or implied terms of such provision.
         c.       In connection with the selection of a list of Prescribers for
                  a use permitted pursuant to Paragraph 4, Licensee is
                  authorized to maintain, for a period of three years (or longer
                  to the extent required by law) from the date following the
                  termination of this Agreement, historical files containing the
                  following data elements from Data: physician name, physician
                  address used in connection with a delivery made in accordance
                  with the terms of this Agreement, Prescriber identification
                  number and Prescriber specialty (collectively "Historical
                  Data"). Such Historical Data may be maintained for such three
                  year period only for the following purposes: (i) servicing a
                  possible Legended Drug product recall pursuant to applicable
                  regulations promulgated by a government agency whereby notices
                  are delivered to Prescribers chosen from a list produced by
                  Licensee under the terms of this Agreement to whom samples of
                  such Legended Drugs were sent, (ii) recreating a delivery made
                  on behalf of a Healthcare Company pursuant to the terms of
                  this Agreement in which an error was made either by Licensee
                  and/or the Healthcare Company, as the case may be, which error
                  is the sole reason for recreating such delivery, or (iii)
                  responding to an audit or written request of a governmental
                  agency for information on the recipients of a Legended Drug
                  sample delivered in the fulfillment of a request by a
                  Prescriber in response to a solicitation made pursuant to
                  Paragraphs 4(a), 4(b) or 4(d). Within thirty (30)


<PAGE>

                  days following the end of such period, the Historical Data for
                  such deliveries will be deleted from Licensee's possession and
                  control.

12.      DEFAULT
         a.       A "Default" shall exist hereunder by Licensee if Licensee
                  fails in any material respect to be in compliance with the
                  terms of Paragraphs 2, 4, 5, 6, 7 or 8 (an "Event of Default")
                  and such failure, if curable, is not cured within ten (10)
                  calendar days following notice of such failure from IMS.
         b.       If IMS alleges an Event of Default by Licensee, and Licensee
                  in good faith disputes the occurrence of such Event of
                  Default, IMS agrees to continue to provide Data hereunder
                  until such dispute is resolved by the parties or by a
                  determination through arbitration as provided in Paragraph 16,
                  without prejudice to any remedies available to IMS.

13.      CERTAIN REMEDIES
         a.       If the sale of any product or the rendering of any service or
                  the license of any Data gives rise to an Event of Default
                  pursuant to Paragraph 2 or 4 of this Agreement, then IMS shall
                  receive from Licensee an amount equal to the aggregate of the
                  gross revenues recognized from the sale of such product or the
                  fees charged in connection with the rendering of such service
                  or the licensing of such Data.
         b.       Two or more Events of Defaults hereunder, whether or not
                  cured, shall entitle IMS, in its sole discretion, to
                  immediately terminate this Agreement upon written notice to
                  Licensee; provided, however, that each such Event of Default
                  is acknowledged in writing by Licensee and/or is finally
                  determined by arbitration pursuant to Paragraph 16 of this
                  Agreement.
         c.       Nothing herein shall be construed as limiting IMS's rights and
                  remedies in the event of a breach of this Agreement by
                  Licensee, whether or not such breach is cured. The rights and
                  remedies set forth in Paragraphs 11 and 13 of this Agreement
                  are in addition to any other rights or remedies which
                  otherwise may be available, in law or in equity.

14.      FORCE MAJEURE
         Licensee agrees that IMS shall not 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.


<PAGE>

15.      ADDITIONAL AGREEMENTS
         a.       IMS and Licensee 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 or state 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.
         b.       Upon the request of IMS, the President of Licensee (or in the
                  event the President of Licensee is not responsible for the
                  day-to-day business of Licensee, then the General Manager of
                  Licensee or such other person who has overall responsibility
                  for the day-to-day business of Licensee) shall provide IMS
                  with a written statement certifying that, after due inquiry,
                  Licensee has complied in all material respects with Licensee's
                  obligations under the provisions of Paragraphs 2, 4, 5, 6, 7
                  and 8 of this Agreement for the past Contract Year, except as
                  noted therein.
         c.       Under no circumstances shall this Agreement be construed as
                  placing any affirmative obligation on IMS, express or implied,
                  to collect or continue to collect any data or information from
                  any third party, including but not limited to pharmacy data
                  from which the Data is derived ("Source Data"). In the event
                  IMS 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, IMS will provide written notice of such
                  at least ninety (90) days prior to the date on which such
                  Source Data collection will cease, specifying the date or
                  dates at which IMS will cease collecting such Source Data and
                  the approximate number of prescriptions that will not be
                  included in the Data in the ensuing twelve months as a result
                  (the "IMS Notice"). In such event, IMS shall incur no
                  liability to Licensee in connection therewith and, in the
                  event IMS ceases to collect all of such Source Data, then this
                  Agreement shall automatically terminate and be of no further
                  force and effect immediately upon the last delivery of Data to
                  Licensee. A "substantial reduction" means a reduction in the
                  aggregate amount of prescriptions comprising the Source Data
                  for use in connection with the delivery of Data hereunder in
                  excess of twenty-five percent (25%) when compared with the
                  aggregate amount of prescriptions comprising the Source Data
                  available to IMS for use in connection with the delivery of
                  Data for the same calendar quarter period in the immediately
                  prior year.
         d.       IMS and Licensee acknowledge that a data supplier to IMS may
                  request that some or all of its data be restricted in such a
                  manner as to prevent IMS from providing such data, or
                  information derived therefrom, to Licensee ("Data Supplier
                  Request"). In the event of a Data Supplier Request, IMS may,
                  at its sole option,


<PAGE>

                  enter into an agreement or arrangement or continue an
                  agreement or arrangement, as the case may be, which
                  accommodates such Request; provided, however, IMS, prior to
                  the acceptance of such an agreement or arrangement, uses
                  reasonable efforts to persuade such data supplier to provide
                  its data without such restriction. For purposes of this
                  Paragraph 15(d), IMS shall be deemed to have used "reasonable
                  efforts" if IMS, in connection with its negotiations with such
                  data supplier, makes a bona fide attempt to persuade such data
                  supplier to provide its data to IMS without such restriction;
                  provided, however, under no circumstances shall IMS have any
                  obligation to increase the amounts paid, or to be paid, to
                  such data supplier in exchange for the elimination of such
                  restriction.
         e.       IMS agrees that, upon the request of Licensee, IMS shall
                  negotiate in good faith with Licensee for a period of not more
                  than 30 days with respect to the acquisition by Licensee of
                  IMS's Xponent-Registered Trademark- information services in
                  certain European countries. In the event that the parties
                  have not entered into a definitive agreement with respect
                  to such acquisition at the end of such 30-day period, IMS
                  shall have no further obligations pursuant to this
                  Section 15(e). The parties acknowledge and agree that nothing
                  in this Section 15(e) shall create a binding obligation on IMS
                  or Licensee to consummate such an acquisition or shall
                  constitute any expression of the parties' intent or agreement
                  with respect to the terms of any such acquisition; any such
                  obligation and such terms will be created and expressed only
                  by a definitive agreement or agreements, if any, negotiated
                  and entered into by the parties.

16.      ARBITRATION
         a.       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 including, if necessary, its President for
                  discussion and resolution.
         b.       Subject to Paragraph 16(d), 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
                  Commercial Rules of the American Arbitration Association. 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


<PAGE>

                  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.
         c.       The parties hereby agree to submit to the exclusive personal
                  jurisdiction and venue of the United States District Court for
                  the Eastern District of Pennsylvania 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 Commonwealth of Pennsylvania, County of
                  Montgomery, 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.
         d.       Notwithstanding the provisions of Paragraphs 16(b) and (c),
                  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
                  16(c). The parties shall have the right to obtain such
                  provisional injunctive relief from a court of law designated
                  in Paragraph 16(c) 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 16(d) 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.
         e.       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.

17.      INSPECTION RIGHTS / COOPERATION
         a.       IMS shall have the right to make an inspection of the
                  business, books and records of Licensee upon five (5) days
                  notice to Licensee for the purpose of verifying Licensee's
                  compliance with its obligations pursuant to Paragraphs 2, 4,
                  5, 6, 7 and 8 of this Agreement. Licensee shall maintain
                  business records, books, account information, computer logs
                  and related materials sufficient to permit IMS to verify that
                  Licensee is in compliance with its obligations under the
                  above-referenced Paragraphs.
         b.       Any such inspection of Licensee's books and records shall be
                  performed by IMS's representatives and/or its outside
                  auditors. The costs of such an inspection shall normally be at
                  IMS's expense. However, Licensee shall bear the cost of an
                  inspection if such inspection reveals an Event of Default or
                  any other material breach of the terms of this Agreement.


<PAGE>

18.      MISCELLANEOUS
         a.       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.
         b.       This Agreement 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.
         c.       IMS may assign all or any portion of this Agreement to an
                  entity which is then an affiliated company and any such
                  affiliated company may assign all or any portion of this
                  Agreement to an entity which is then an affiliated company;
                  provided, however, that any such assignment shall not relieve
                  IMS of its obligations under this Agreement if the assignee
                  fails to perform. This Agreement may not be assigned from
                  Licensee to any other Person, whether by assignment by
                  Licensee, 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 Licensee with any other Person, shall be deemed an -
                  attempt by Licensee 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
                  18(c) or which has not received the written consent of the
                  other party if required herein shall be void.
         d.       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.
         e.       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.
         f.       This Agreement shall be governed by and construed in
                  accordance with the laws of the Commonwealth of Pennsylvania
                  without giving effect to principles of conflicts of law.
         g.       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.


<PAGE>

         h.       All notices pertaining to this Agreement or the performance of
                  either party hereunder shall be sufficient if in writing and
                  sent by Federal Express 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
                           660 W. Germantown Pike
                           Plymouth Meeting, PA  19462
                           Attention:  President

                  With a copy to:

                           IMS Health Incorporated
                           660 W. Germantown Pike
                           Plymouth Meeting, PA  19462
                           Attention:  Law Department

                  If to Licensee:
                           Synavant, Inc.
                           Interactive Marketing Division
                           One Broad Avenue
                           Fairview, NJ  07022
                           Attention:  President

                  With a copy to:
                           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.
         i.       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:
                  (1)      Licensee's advertising and other promotional
                           materials for products or services which use any of
                           the Data shall identify IMS as originator of such
                           Data, a copy of which material will be promptly
                           provided to IMS on or before the first release of any
                           such material;
                  (2)      Licensee is hereby granted a non-transferable and
                           non-exclusive license, without the right to grant
                           sublicenses, to use the trademark Xponent in


<PAGE>

                           connection with the advertising and promotion of the
                           Data, as such term is defined in EXHIBIT 1, and
                           Licensee agrees to use such trademark in connection
                           with its advertising and promotion of any products or
                           services which use Data in accordance with the
                           following:
                           (a)  whenever Licensee uses the Xponent trademark in
                                advertising or in any other manner in connection
                                with the Projected Data or any products or
                                services of Licensee which use the Projected
                                Data, Licensee shall clearly indicate IMS's
                                ownership of the trademark;
                           (b)  samples of all literature, stationery, packages,
                                labels and advertising prepared by or for
                                Licensee and intended to be used by Licensee in
                                connection with the use of the Xponent trademark
                                shall be promptly provided to IMS by Licensee on
                                or before the release of such materials;
                           (c)  when using the Xponent trademark, Licensee
                                agrees to comply with all laws pertaining to
                                trademarks in force at any time in the United
                                States, including but not limited to, compliance
                                with marking requirements;
                           (d)  Licensee agrees to comply with any written usage
                                guidelines provided by IMS for use of the
                                Xponent trademark;
                           (e)  Licensee acknowledges (i) IMS's exclusive right,
                                title and interest in and to the Xponent
                                trademark and will not at any time do or cause
                                to be done any act or thing contesting or in any
                                way impairing or tending to impair any part of
                                such right, title and interest, and (ii) use by
                                Licensee of the Xponent trademark shall not
                                create in Licensee's favor any right, title or
                                interest in or to the Xponent-TM- trademark, but
                                that all uses of the Xponent trademark by the
                                Licensee shall inure to the benefit of IMS.
                  (3)      IMS shall have a right to identify to any Persons (i)
                           that Licensee is a licensee of Data from IMS and (ii)
                           those products and services which Licensee may use
                           the Data under the terms of this Agreement.
         j.       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.

         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


<PAGE>

Title: Vice President                      Title: Vice President

Date: August 31, 2000                      Date: August 31, 2000