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                                                                    EXHIBIT 10.8

CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION - ASTERISKS DENOTE OMISSIONS.

[LILLY LOGO]                                    CONSULTING AND
                                            PROFESSIONAL SERVICES
                                                  AGREEMENT

ELI LILLY AND COMPANY ("LILLY") and the consultant signing below (the
"Consultant") hereby agree as follows:

1.    SCOPE OF SERVICE. The scope of services to be performed by Consultant
      shall be mutually agreed to on an individual work order basis. Lilly may,
      from time to time, request Consultant to submit at no cost to Lilly a
      written proposal for the provision of consulting and professional
      services. Consultant may thereupon submit to Lilly a written proposal
      regarding such services, specifying in detail the services to be rendered,
      including: (a) a description of the work product to be delivered,
      including, if applicable, acceptance criteria and detailed design and
      functional specifications for the deliverables thereunder; (b) the
      proposed performance schedule; and (c) an estimate of Lilly's cost for
      such services based on time and materials required (collectively, the
      "Proposal"). Consultant's stated fee may not be increased prior to
      acceptance by Lilly for a period of three (3) months from the date of
      receipt of the Proposal by Lilly. The parties may create a binding
      agreement subject to the terms and conditions of this Agreement by
      adapting the contents of the Proposal, as amended by the parties, into a
      written Work Order signed by both parties which refers to this Agreement
      and which is substantially in the form of the Attached Exhibit A ("Work
      Order"). A signed Work Order may be modified only by a written Change
      Order signed by both parties which refers both to this Agreement and to
      the associated Work Order, and which is substantially in the form of the
      Attached Exhibit B ("Change Order"). NOTWITHSTANDING ANYTHING HEREIN TO
      THE CONTRARY, NO WORK ORDER OR CHANGE ORDER SHALL BE EFFECTIVE UNLESS
      SIGNED BY THE LICENSOR'S CHIEF FINANCIAL OFFICER OR GENERAL COUNSEL.

2.    INVOICES AND COMPENSATION. Lilly shall pay to Consultant all invoiced
      amounts for accepted services rendered by Consultant in accordance with
      this Agreement, and for reimbursement of reasonable out-of-pocket expenses
      necessarily and actually incurred by Consultant in connection with
      providing such services, provided that: (i) all expenses related to travel
      and lodging shall comply with Lilly's corporate travel policies; and (ii)
      for all non-travel related expenses, the expenses are itemized on the Work
      Order or pre-approved in writing by Lilly. Consultant shall not invoice
      Lilly with respect to any particular Work Order for services or expenses
      in excess of the maximum ("not-to-exceed") compensation amount set forth
      in the applicable Work Order or Change Order. Unless otherwise specified
      in the Work Order, Consultant shall invoice Lilly for services and
      expenses chargeable hereunder monthly in arrears for all Work Orders which
      specify that the work is to be performed on a time and materials basis.
      For Work Orders specifying a fixed fee, Consultant shall invoice Lilly in
      accordance with the payment schedule listed on the applicable Work Order.
      All invoices shall be itemized and shall substantiate all charges therein
      set forth. Consultant shall maintain complete and accurate accounting
      records, in a form in accordance with generally accepted accounting
      practices, to substantiate Consultant's charges and expenses hereunder.
      Consultant shall retain such records for a period of one (1) year from the
      date of final payment under any Work Order. Lilly shall pay all valid
      invoices, except for any amounts disputed by Lilly, within thirty (30)
      days after the date of the invoice.

3.    PERSONNEL. Consultant shall make available for each Work Order qualified
personnel necessary to fulfill its obligations hereunder. Consultant is not
permitted to utilize subcontractors for performance of any Work Order unless
prior written consent is first obtained from Lilly, and unless such
subcontractors have executed a written agreement with Consultant which obligates
any such subcontractor to protect Confidential Information and to grant
ownership of proprietary rights to Lilly to the same extent as is required of
Consultant by this Agreement. Further, Consultant agrees to be fully responsible
for all acts and omissions of any subcontractor used by consultant and permitted
under this Agreement. Lilly may, in its discretion, request that Consultant
remove from performance of services under this Agreement any personnel of
Consultant for any reason satisfactory to Lilly, subject to Consultant's
approval, which shall not unreasonably be withheld, effective upon written
notice from Lilly of such dismissal. During the course of each Work Order,
Consultant shall permit Lilly to be present, when reasonable, as observers while
various tasks are being conducted and to consult with Consultant personnel
regarding the Work Order. Consultant shall, at Lilly's sole discretion, perform
the services at Consultant's offices, Lilly's offices, or elsewhere, and the
times during which services are rendered shall be at Lilly's discretion when
required to be performed at Lilly's offices. Consultant shall be fully and
solely responsible for the compensation and performance of all of its employees
hereunder and the filing of any and all returns and reports and the withholding
and/or payment of all applicable federal, state and local wage tax, or
employment related taxes, including, but not limited to, income taxes, gross
receipt taxes, taxes measured by gross income.

       THE SECTIONS ON THE FOLLOWING PAGES ALSO ARE PART OF THIS AGREEMENT

IN WITNESS WHEREOF, Lilly and Consultant have caused duly authorized
representatives of the respective parties to execute this Agreement on the
date(s) set forth below.

Phase Forward Incorporated              ELI LILLY AND COMPANY
-----------------------------------     "LILLY"
"CONSULTANT"

By: /s/ John J. Schlicking             By: /s/ Julian Martinez
    -------------------------------        --------------------------------
    Signature                              Signature

    John J. Schlicking                     Julian Martinez
    -------------------------------        --------------------------------
    Printed Name                           Printed Name

    Senior Vice President    3/7/01        Global Sourcing Manager  3-29-01
    -------------------------------        --------------------------------
    Title CFO                 Date         Title                      Date

<PAGE>

Social Security taxes, and unemployment taxes for Consultant and Consultant's
employees. The status of Consultant and its employees shall be that of
independent contractor and no such personnel shall, at any time or for any
purpose, be deemed employees or agents of Lilly. Neither Consultant nor any
employee of Consultant shall be entitled to participate in any Lilly employee
benefit plan. Consultant warrants that it has enforceable written agreements
with all of its employees and all subcontractors permitted hereunder to be
involved in any project under this Agreement (i) assigning to Consultant
ownership of all patents, copyrights and other proprietary rights created in the
course of their employment or engagement; and (ii) obligating such employees
upon terms and conditions no less restrictive than contained herein, not to use
or disclose any proprietary rights or information learned or acquired during the
course of such employment or engagement, including, without limitation, any Work
Product (defined in Section 8 below) hereunder, and any other information
pursuant to Section 7 hereof.

4.    ACCEPTANCE OF SERVICES. If specified in a Work Order, each deliverable for
such Work Order shall be subject to acceptance testing by Lilly to verify that
the deliverable satisfies the acceptance criteria of the Work Order and all
requirements of the deliverable conveyed by Lilly to Consultant. If Lilly
discovers a non-conformity within thirty (30) days following delivery of a
deliverable and Lilly notifies Consultant of the non-conformity. Consultant
shall either correct the non-conformity at no additional charge in a timely,
professional manner, or, at Lilly's sole discretion, refund monies paid by Lilly
for the services attributable to or affected by the non-conforming deliverable.

5.    EXCHANGE OF INFORMATION AND TECHNICAL ASSISTANCE.

      5.1   Upon completion of Services that include Work Product identified as
            Type III Materials as defined in Section 8, Consultant shall deliver
            to Lilly the Work Product, including related documentation and
            Consultant Property (defined in this Section 5), to the extent
            necessary for Lilly to commercially utilize (excluding without
            limitation any right to resell) the subject matter of the individual
            Work Order. Consultant warrants that the technical assistance to be
            rendered under the Work Order shall be adequate to familiarize Lilly
            with the Work Product and documentation under such Work Order, and
            to enable Lilly to use the same.

      5.2   Upon completion of Services that include Work Product identified as
            Type I or II Materials as defined in Section 8, Consultant shall
            disclose and deliver to Lilly the Work Product and related
            documentation and all Consultant Property, to the extent necessary
            or useful to design, redesign, adapt, modify, enhance, improve,
            develop, install and repair such Type I or II Material.

      5.3   As used herein, "Consultant Property" means any work, ideas,
            inventions, discoveries, processes and improvements, computer
            processes, specifications, operating instructions, notes, and any
            other documentation (whether or not patentable) created by
            Consultant or its affiliates or by third parties for the benefit of
            Consultant prior to its engagement with Lilly under a particular
            Work Order, which Consultant uses to satisfy its obligations under
            that Work Order.

      5.4   Notwithstanding anything herein, nothing in this Agreement shall
            require Consultant to provide Lilly with any source code for any
            Type II Material or Consultant Property, and Lilly shall not alter,
            reverse engineer, disassemble, decompile or copy any Type II
            Material or Consultant Property.

6.    LILLY'S COVENANTS AND OBLIGATIONS

6.1   PROHIBITION OF DIAGNOSTIC OR THERAPEUTIC USE. Lilly acknowledges that it
understands, and undertakes to ensure that all users of the services will
understand, that (i) the services any deliverables associated therewith are
designed to expedite and improve the collection, management and analysis of
specific and limited data in clinical trials; (ii) such data do not comprise
complete patient medical record; (iii) such data may be incorrect because of
transcription or other errors; (iv) the services and any deliverables are not a
diagnostic or therapeutic aid and must be used only for research purposes, and
(v) data collected using, or analyses performed using, the services or any
deliverable must not be used for patient diagnosis or therapy decisions.

6.2   COMPLIANCE WITH CLINICAL TRIAL AND PRIVACY LAWS. Lilly represents and
covenants, with respect to all clinical which it conducts using the services or
any deliverable, that (i) each such trial will be conducted in compliance with
all applicable local. Federal and international laws, treaties, rules,
regulations, guidelines and codes of practice relating to such trial, including
in particular those pertaining to clinical investigations, the use of
Investigational Products in humans, the rights of subjects participating in
clinical trials, compensation for research-related injury and privacy of
medical records (including the European Data Privacy Act, to the extent
applicable, and any other applicable regulations governing the transfer of
medical records to other countries or the inspection of such records by
government authorities or persons responsible for monitoring clinical trials),
and (ii), without limiting the generality of the foregoing, that each such trial
will use consent forms which include all language necessary, and such consent
forms will be implemented and obtained from subjects under all procedures
necessary, to ensure compliance with the foregoing.

6.3   NO TRANSFER. No obligations pursuant to 21 CFR 312.52 shall be transferred
by Lilly to Consultant under any this Agreement or any Work Order.

7.    CONFIDENTIAL INFORMATION. Each patty acknowledges that the other is the
owner of valuable trade secrets and other confidential information, as well as
other like information which is licensed from third parties. Each party shall
treat as strictly confidential and shall not use for its own purposes or for
third parties, or divulge or permit to be divulged to or examined or copied by
others, all information and data obtained by it, or to which it is otherwise
exposed, in connection with this Agreement or otherwise (i) which are
confidential or proprietary to the other party or his customers, including,
without limitation, the Work Product (defined in Section 8 below) pursuant to
this Agreement; (ii) which relate to the research, products, operations,
policies, procedures, techniques, accounts or personnel of the other party: or
(iii) which are confidential or proprietary to a third party and which are in
the possession, custody or control of the other party. In the event of a breach
or threatened breach of the provisions of this Section, each party shall be
entitled to an injunction restraining such breach or threatened breach without
having to prove actual damages or threatened irreparable harm. Such injunctive
relief as a party may obtain shall be in addition to all of the rights and
remedies available at law and in equity.

This section shall not apply to any information that: (i) is in or comes into
the public domain through no breach by the recipient of the information of its
obligations under this Agreement; (ii) the recipient acquires from a third party
who owes no obligations of confidence to the other party to this Agreement in
respect thereof; (iii) was already known to the recipient at the time it
received such information from the other party to this Agreement as shown by the
recipient's prior written records; or (iv) is independently developed by the
receiving party without use of the other party's confidential information.

If either party is requested or required by any legal or investigative process
to disclose any information that it is not permitted to disclose, that party
shall provide the other with prompt notice of each such request and the

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information requested so that the other party may seek to prevent disclosure or
the entry of protective order. If disclosure is required and a protective order
is not obtained, the party from whom disclosure is required shall disclose only
such information that it is advised by its counsel is legally required to be
disclosed.

8.    PROPERTY AND PROPRIETARY RIGHTS. Consultant agrees that all material
      delivered pursuant to a Work Order or Change Order must be specified in
      the Statement of Work as Type I, II or III Material. As used herein, "Work
      Product" means all work, ideas, inventions, discoveries, processes and
      improvements, computer programs, specifications, operating instructions,
      notes, and all other documentation (whether or not patentable) created,
      conceived or first reduced to practice by Consultant, alone or with
      others, in connection with services rendered for Lilly hereunder or which
      derive from information or materials Consultant has received from Lilly
      (the "Work Product"). Lilly and Consultant will mutually identify the Work
      Product as being 'Type I Materials," 'Type II Materials," 'Type III
      Materials". If not specified, Materials will be considered Type I
      Materials.

Each of us agrees to reproduce the copyright notice and any other legend of
ownership on any copies made under the licenses grant in this Section.

      8.1   Type I Materials are those Work Product created or delivered
      pursuant to a Work Order or Change Order in which Consultant agrees are
      the exclusive property of Lilly and that Consultant will, during the term
      of this Agreement and thereafter, execute all papers and do all things
      deemed necessary by Lilly to insure that Lilly obtains full title to such
      Type I Materials, including all intellectual property embodied therein.
      Upon termination of this Agreement or a Work Order, Consultant will
      provide to Lilly all copies of Type I Materials and Lilly will have the
      exclusive right to copyright Type I Materials, excluding Consultant
      Property. Consultant agrees that if any Type I Material or any portion
      thereof, is copyrightable, it shall be deemed to be a "work made for
      hire," as such term is defined in the Copyright Laws of the United States.
      If, for any reason, any such copyrightable work created by Consultant is
      excluded from the definition of a "work made for hire," Consultant hereby
      assigns and conveys to Lilly the entire right, title, and interest in and
      to such work including work created prior to the date of execution of this
      Agreement, including the copyright therein and any copyright renewal
      thereof. Consultant shall cooperate with Lilly or its designees and
      execute documents of assignment, declarations, and other documents which
      may be prepared by Lilly, and take other necessary actions as reasonably
      directed by Lilly, to effect the foregoing or to perfect or enforce any
      proprietary rights resulting from or related to this Agreement. Such
      cooperation and execution shall be performed without additional
      compensation to Consultant; provided, however, Lilly shall reimburse
      Consultant for reasonable out-of-pocket expenses incurred at the specific
      request of Lilly. Consultant shall cause each of Consultant's employees
      charged with performance of a Work Order or granted access to confidential
      information to execute an agreement sufficient to enable Consultant to
      comply with its obligations hereunder. Consultant hereby grants Lilly a
      nonexclusive, perpetual license to use, copy, and distribute all
      Consultant Property provided to Lilly as part of Type I Materials.

      8.2   Type II Materials are those Type I Materials created or delivered
      pursuant to a Work Order or Change Order, in which Lilly grants the
      Consultant a) an irrevocable, nonexclusive, worldwide, paid-up license to
      use, execute, reproduce, display, perform, distribute (internally and
      externally) copies of, and prepare derivative works thereof, and b) the
      right to authorize others to do any of the former.

      8.3   Type III Materials are Work Product created or delivered pursuant to
      a Work Order, in which the Consultant or third parties have all right,
      title, and interest (including ownership of copyright). Consultant will
      deliver one copy of the specified Type III Materials to Lilly and grant an
      irrevocable, nonexclusive, worldwide, paid-up license to use, execute,
      reproduce, display, perform and distribute (excluding resale) for Lilly's
      business purposes, copies of Type III Materials.

9.    INFRINGEMENT WARRANTY. Consultant warrants that any Work Product produced
under this Agreement and all Consultant Property (except for any Products as
that term is defined in the Software License Agreement between the parties of
even date herewith) shall be of original development or licensable by
Consultant, as the case may be, and all Work Product and property licensed or
owned by Consultant and used in the performance of any Work Order shall not
infringe or violate any patent, copyright, trade secret, trademark, or other
third party intellectual property right. Further, Consultant represents and
warrants that the Work Product is not the subject of a lien, a security
interest, claim, cause of action, or otherwise hypothecated to a third party.

Consultant warrants that it has the right to grant to Lilly the license to use
Work Product as set forth in this Agreement without violating the rights of any
third party and that there is no actual or threatened suit by any third party
based on an alleged violation of such right by Consultant. To the extent
Consultant incorporates third party rights into the Work Product, Consultant
warrants that it shall have obtained the rights from those third parties to vest
in or grant to Lilly the various license rights necessary under this Agreement.

EXCLUSIVE REMEDY FOR BREACH OF INFRINGEMENT WARRANTY. Consultant shall indemnify
Lilly as provided for in Section 12.1 against any claim of a breach of the
warranty set forth in Section 9 above. THE FOREGOING STATES THE SOLE REMEDY OF
LILLY AND THE ENTIRE OBLIGATION OF LICENSOR WITH RESPECT TO ANY CLAIM OF
INFRINGEMENT.

10.   WORK PRODUCT WARRANTIES.

      10.1  PERFORMANCE. For a period of ninety (90) days following acceptance.
      Consultant represents and warrants that the Work Product shall
      substantially conform to and will operate substantially in accordance with
      all Documentation supplied by Consultant to Lilly. Consultant shall not be
      responsible to the extent failures are caused by (a) Lilly's failures to
      use the Work Product in accordance with instructions included in the
      documentation provided to Lilly by Consultant, or (b) the modification of
      the Work Product by any person other than Consultant, its employees,
      agents, affiliates or subcontractors (unless such modification was
      authorized or approved by Consultant.)

      10.2  MEDIA DEFECTS. Consultant warrants that all tapes, diskettes or
      other electronic media provided to Lilly hereunder will be free from
      defects. Consultant shall, within five days of notification by Lilly of
      such defect, replace any defective electronic media at no additional cost
      to Lilly.

      10.3  COMPATIBILITY. Consultant warrants that the Work Product will be
      compatible with the Consultant's technical environment recommendations,
      including hardware, operating system(s), software application(s), CPU's
      and networks specified by Consultant in the applicable Proposal or Work
      Order.

      10.4  EXCLUSIVE REMEDY FOR BREACH OF PERFORMANCE, MEDIA AND COMPATIBILITY
      WARRANTIES. If the Work Product fail to meet Specifications as provided in
      the Proposal or Work Order, Consultant will repair or replace at its
      option, without charge to Lilly, the non-conforming Work Product with a
      replacement which meets the Specifications. As Consultant's sole
      obligation, and Lilly's sole remedy, for any breach of the limited
      warranties of conformity set

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      forth in Sections 10.1, 10.2 or 10.3, Consultant shall use its best
      efforts to replace defective media or material and/or to provide
      maintenance releases, error fixes or workarounds to correct any material
      error in any Work Product reported to Consultant. If, after its best
      efforts, Consultant cannot make the Work Product operate as warranted,
      then Consultant shall refund to Lilly all fees paid for such Work Product
      upon Lilly's return of such nonconforming Work Product, and this shall be
      Lilly's sole and exclusive remedy.

      10.5  ILLICIT CODE. Consultant warrants unless (i) authorized in writing
      by Lilly or (ii) necessary to perform valid duties under this Agreement,
      any Work Product provided to Lilly by Consultant for use by Consultant or
      Lilly shall: (a) contain no hidden files, (b) as set up in the default
      installation, not replicate, transmit or activate itself without control
      of a person operating computing equipment on which it resides; (c) not
      alter, damage, or erase any data or computer programs without control of a
      person operating the computing equipment on which it resides; (d) contain
      no key, node lock, time-out or other function, whether implemented by
      electronic, mechanical or other means, which restricts or may restrict use
      or access to any programs or data developed under this Agreement, based on
      residency on a specific hardware configuration, frequency of duration of
      use, or other limiting criteria ("ILLICIT CODE"). Provided and to the
      extent any program has any of the foregoing attributes, and
      notwithstanding anything elsewhere in this Agreement to the contrary,
      Consultant shall be in default of this Agreement, and a thirty (30) day
      cure period shall apply. In addition to any other remedies available to it
      under this Agreement, Lilly reserves the right to pursue any civil and/or
      criminal penalties available to it against the Consultant.

      10.6  YEAR 2000. Consultant warrants and represents that the occurrence in
      or use by the Work Product of any dates, including without limitation any
      date with a year specified as "99" or "00", regardless of other meanings
      attached to these values, and any date before, on or after January 1, 2000
      ("Millennial Dates") will not adversely affect its performance with
      respect to date-dependent data, computations, output, or other functions
      (including, without limitation, calculating, comparing, and sequencing)
      and that the Work Product will create, store, process and output
      information related to or including Millennial Dates without errors or
      omissions and at no additional cost to Lilly. At Lilly's request,
      Consultant will provide sufficient evidence to demonstrate the adequate
      testing of the Work Product to meet the foregoing requirements.

      10.7  DOCUMENTATION OF THE WORK PRODUCT. Consultant warrants and
      represents that it shall at all times document the operation of the Work
      Product in a manner consistent with the best practices of the software
      development industry, and such Documentation shall accurately reflect the
      operation of the Work Product and enable a person reasonably skilled in
      computer programming and in possession of the Work Product source code to
      use, and maintain the Work Product fully and completely. Consultant
      further represents and warrants that it shall control and identify all
      adaptations, upgrades, and enhancements of the Work Product by means of a
      version number, and all lesser modifications by means of a release number.

      10.8  EQUIPMENT. Consultant warrants and represents that any Equipment
      delivered hereunder shall be delivered to Lilly with any applicable
      warranty granted by the original manufacturer of the Equipment that is
      still effective.

11.   GENERAL REPRESENTATIONS AND WARRANTIES.

      11.1  DUE AUTHORITY. Each party's execution, delivery and performance of
      this Agreement and each agreement or instrument contemplated by this
      Agreement has been duly authorized by all necessary corporate action. This
      Agreement and each agreement or instrument contemplated by this Agreement,
      when executed and delivered by each party in accordance with the terms of
      this Agreement, will be the legal, valid, and binding obligation of such
      party, in each case enforceable in accordance with its terms, except as
      such enforceability may be limited by applicable bankruptcy, insolvency,
      moratorium, reorganization, or similar laws then in effect that govern the
      enforcement of creditors' rights generally. All persons who have executed
      this Agreement on behalf of a party, or who will execute any agreement or
      instrument contemplated by this Agreement on behalf of a party, have been
      duly authorized to do so by all necessary corporate action.

      11.2  GOVERNMENT REQUIREMENTS. Consultant agrees that any products or
      services provided under this Agreement will comply will all U.S. and
      European Union country, federal and state laws, regulations, rules or
      orders. Consultant represents and warrants that to its knowledge any Work
      Product or services provided under this Agreement, as delivered to Lilly,
      comply with all other international, country, federal and state laws,
      regulations, rules or orders. Upon one hundred twenty (120) days written
      notice, Licensor shall certify to Lilly that the products or services
      comply with a country or state laws, regulations, rules, or orders where
      Lilly is conducting a clinical trial using the Software. Upon written
      notice from Lilly that any service or Work Product provided under this
      Agreement, as delivered to Lilly, does not comply with any international,
      country, federal or state laws, regulations, rules or order, Consultant
      shall use its best efforts to remedy such compliance breach within one
      hundred twenty (120) days at no cost to Lilly. Furthermore, Consultant
      shall in good faith execute any and all agreements that Lilly reasonably
      requests Consultant to execute in order that Lilly may comply with HIPAA.

      11.3  INSURANCE. Without limiting Consultant's liability to Lilly or third
      parties hereunder, Consultant shall maintain Commercial General Liability
      Insurance to include contractual and products/completed operations
      coverages to the extent covered by insurance to meet its indemnification
      obligations under this Agreement or loss as required by applicable
      federal, state, or local laws, regulations or orders. All such insurance
      shall be primary and not contributory with regard to any other available
      insurance to Lilly in an amount of not less than 10 million dollars. All
      such insurance policies shall name Lilly and its Affiliates as an
      additional insureds and contain a waiver of subrogation. Consultant
      represents and warrants that it shall file all claims made under this
      Agreement with its insurance carriers.

      11.4  COMPLIANCE WITH LILLY POLICIES. Consultant agrees to reasonably
      assure that its employees will follow Lilly policies while at any Lilly
      site; provided that Lilly provides Consultant with copies of such
      policies.

      11.5  GIFTS AND GRATUITIES. Consultant, its employees and agents shall not
      give or offer to give any material gifts or gratuities of any kind
      whatsoever to any Lilly employee or members of their families. In the
      event that Consultant is approached by anyone suggesting fraudulent or
      unethical behavior with regard to Consultant's business activities with
      Lilly, or if any request is made to Consultant, its employees or agents by
      any Lilly employees or members of their families for gifts or gratuities
      of any kind. Consultant agrees to immediately notify Lilly Procurement
      Management. Consultant certifies by execution of this Agreement that it
      knows of no material gifts or gratuities, or any kind whatsoever, paid to
      Lilly employees or members of their families by Consultant. Consultant's
      employees, or agents during the past two (2) years, except as otherwise
      set forth in writing to Lilly Procurement Management as an exhibit to this
      Agreement. Consultant agrees to immediately notify Lilly Procurement
      Management in writing of any violations of this subsection.

      11.6  PENDING LITIGATION. Consultant represents and warrants to Lilly that
      there is no action, suit, claim, investigation, or proceeding pending, or
      to the best of Consultant's knowledge, threatened against, by or affecting
      Consultant or the Product which, if adversely decided, might adversely
      affect Consultant's ability to enter into this

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      Agreement, Consultant's performance of its obligations herein, or Lilly's
      use of the Work Product. Consultant further represents and warrants that
      it does not know of any basis for any such action.

      11.7  CHANGE OF CONTROL WARRANTY. Consultant represents and warrants to
      Lilly that no change of control with respect to Consultant is being
      considered, planned or pending by the Board of Directors, or management,
      or to its knowledge shareholders, of Consultant or by any affiliate of
      Consultant

      11.8  DEBARMENT. Consultant represents and warrants that Consultant and,
      to the best of its knowledge, its officers, directors, employees and
      agents, have not been debarred under any federal, state or local law,
      regulation, rule or order, including, but not limited to, the Generic Drug
      Enforcement Act of 1992. In the event any pending proceeding or threatened
      debarment of Consultant or its officers, directors, employees or agents.
      Consultant shall immediately notify Lilly of such proceeding or threatened
      debarment.

      11.9  DATA LOSS AND RECOVERY. In the event of data loss caused by the Work
      Product or Work Product failure, including, but not limited to, a Work
      Product failure resulting from an error, malfunction or overloading.
      Consultant shall undertake its best efforts to restore or recover any data
      or results at no costs to Lilly within a commercially reasonable time.

      11.10 PROFESSIONAL SERVICES. Consultant shall perform all services under
      this Agreement on a professional best efforts basis in a diligent,
      workmanlike, and expeditious manner. Consultant shall use its best efforts
      to complete its services in accordance with the timetables agreed to by
      the parties. Notwithstanding the foregoing, Lilly acknowledges that
      milestones depend on receipt of deliverables from Lilly in a timely
      fashion and failure to meet dependency dates may result in slippage across
      the timetable.

      11.11 RECRUITMENT OF PERSONNEL AND EXCLUSIVITY. During the term of this
      Agreement and for a period of one (1) year thereafter, neither party shall
      solicit the employment of any employee of the other party with whom such
      party has had contact in connection with the relationship arising under
      this Agreement

      11.12 USE OF NAME AND PUBLICITY. Consultant agrees that it shall not,
      without prior written consent of Lilly in each instance, use in
      advertising, publicity or otherwise the name of Lilly, or any partner or
      employee of Lilly, nor any trade name, trademark, trade device or
      simulation thereof owned by Lilly, or represent, directly or indirectly,
      that any product or any service provided by Consultant has been approved,
      recommended, certified, or endorsed by Lilly. Upon Lilly's written
      consent, which will not be unreasonably withheld. Licensor may use Lilly's
      name, but no terms and conditions of this Agreement or other facts of the
      parties' relationship, in a list of its customers.

12.   INDEMNIFICATION.

      12.1  INFRINGEMENT INDEMNIFICATION. In the event of an infringement claim
      by a third party against Lilly, Consultant shall indemnify, defend and
      hold Lilly harmless from any loss, cost, liability or expense, including
      reasonable attorneys' fees arising from such claim. If, as a result of any
      such claim of infringement. Consultant or Lilly is enjoined from using any
      Work Product and/or Documentation, or if Consultant believes that the Work
      Product is likely to become the subject of a claim of infringement.
      Consultant will, at its option and its expense: (i) procure for Lilly the
      right to continue using the Product and/or Documentation; or (ii) replace
      or modify the Product and/or Documentation so that it becomes
      non-infringing (which modification or replacement shall not adversely
      affect the applicable specifications for, or the use or operation by Lilly
      of, the Product and/or Documentation); or (iii) if the Product and/or
      Documentation is purchased, and the other options stated are not
      practicable, repurchase the Product and/or Documentation from Lilly;
      or (iv) if the Product and/or Documentation is licensed, and the other
      options stated are not practicable, remove such Product and/or
      Documentation from Lilly's site(s) and refund to Lilly any and all charges
      paid by Lilly , and release Lilly from any further liability under this
      Agreement. This provision will survive termination of this Agreement. THE
      FOREGOING STATES THE SOLE REMEDY OF LILLY AND THE ENTIRE OBLIGATION OF
      LICENSOR WITH RESPECT TO INFRINGEMENT.

      12.2  GENERAL INDEMNIFICATION. Each party (the "Indemnifying Party") shall
      defend, indemnify, and hold the other party and its Affiliates, and the
      officers, directors, agents, employees and assigns or successors of each
      (the Indemnified Party"), harmless from and against any and all claims,
      demands, suits, judgments, losses, or expenses of any nature whatsoever
      (including attorney's fees) arising directly or indirectly form or out of:
      (i) any negligent act, error, or omission of the Indemnifying Party, its
      subcontractors or their respective officers, directors, agents,
      subcontractors, invitees or employees; (ii) any breach of the Indemnifying
      Party's obligations or representations as set forth herein; (iii) any
      material data loss caused by the Work Product or Work Product failure not
      restored or recovered by Consultant to the extent covered by Consultant's
      insurance; (iv) injuries to persons (including death) or loss of, or
      damage to, property, occasioned by negligence, unlawful act, or willful
      misconduct of the Indemnifying Party, or of the Indemnifying Party's
      personnel, subcontractors, or agents (hereinafter "Person"); (v) any
      Person filing any lien against any property of Lilly, or any claim or
      lawsuit against Lilly in which the Person claims payment from Lilly for
      services to Lilly; (vi) any claims or liability for wages, workers'
      compensation or unemployment compensation owed to Consultant employees, or
      payroll or related taxes or other governmental charges related to the
      performance of the services to be provided hereunder, (vii) any claims or
      liabilities for employee benefits related to the performance of the
      services to be provided hereunder. In addition, Lilly shall indemnify and
      hold Consultant and its affiliates, directors, officers, employees and
      agents (including successors and assigns) harmless against any claim
      arising out of or relating to any accident, adverse event, illness,
      disability, death or other medical-related problem in any way arising out
      or relating to, or alleged to arise out of or relate to, (i) any clinical
      trial of any product for which any service or deliverable provided
      hereunder was used and (ii) any product derived from or based on such
      clinical trial or product

13.   LIMITATION OF DAMAGES. Except for the parties liabilities as set forth in
Sections 7 and 12.1, any damages that either party is required to pay for any
reason whatsoever and regardless of the form of action, in the aggregate, shall
be limited to the amount paid by Lilly to Consultant pursuant to the applicable
Statement of Work.

Except for the obligations in Sections 7, neither Consultant nor Lilly shall be
liable to the other party for any special, punitive or consequential damages, or
loss of profits arising out of or in connection with their respective
obligations under this Agreement

Notwithstanding the foregoing, if any claim against Consultant for breach of
this Agreement is a claim covered by any insurance policy maintained by
Consultant, any recovery of proceeds under such policy shall be paid to Lilly to
the extent Lilly's damages exceed the foregoing limitation of liability.
Consultant shall vigorously pursue any applicable policy claim as requested by
Lilly.

14.   DISCLAIMER OF OTHER WARRANTIES. EXCEPT AS EXPRESSLY STATED IN THIS
AGREEMENT, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR
OTHERWISE, REGARDING OR RELATING TO * HEREUNDER OR IN CONNECTION HEREWITH.
CONSULTANT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT
LIMITATION THOSE OF MERCHANTABILITY AND FITNESS FOR A

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PARTICULAR PURPOSE. * REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT
NOT LIMITED TO STATEMENTS REGARDING * CONTAINED IN THIS AGREEMENT, SHALL BE
DEEMED TO BE A WARRANTY BY CONSULTANT *.

15.   TERMINATION. Lilly shall have the right upon thirty (30) days prior
written notice to terminate any Work Order or this Agreement whether or not
Consultant is in default or in breach. Consultant shall be entitled to payment
under Section 2 hereof with respect to provable charges earned for accepted
services and reimbursable expenses incurred up to the effective date of the
termination. In addition. If Consultant has not breached the Agreement, Lilly
shall pay all reasonable costs incurred by Consultant that are reasonably
required in connection with the orderly cessation of the Services, including any
fees for which Consultant has become committed to the extent it is unable to
terminate its commitment without cost or penalty. Consultant agrees to stop all
work to the extent specified in the notice, incur no further expenses beyond
those authorized in such notice, complete performance of such work that has not
been terminated, and invoice Lilly for amounts owed within two (2) months of
termination. Upon termination of any Work Order or this Agreement for any cause
or for no cause, or at any earlier time upon the demand of Lilly, Consultant
shall without cost to Lilly (a) deliver to Lilly in an orderly and expeditious
manner all data, records, documentation, and other property belonging to Lilly
then in the possession of Consultant, including, but not limited to. Work
Product and Consultant Property and all copies, extracts, summaries, and
portions thereof, on whatever media rendered; and (b) upon request of Lilly,
certify in writing that it has complied with these requirements. Sections 6
through 26 shall survive the expiration or termination of this Agreement.

Notwithstanding anything to the contrary contained in this Agreement, if
Consultant breaches any material term or condition of this Agreement, Lilly may
at its option exercise any one or more of the following remedies: (i) terminate
the applicable Work Order or this Agreement, effective thirty (30) days after
receipt of such notice unless Consultant cures such breach within such thirty
(30) day period; or (ii) exercise any other rights and remedies available at law
or in equity.

If Lilly breaches any material term or condition under this Agreement,
Consultant may terminate this Agreement and any licenses hereunder by written
notice to Lilly effective thirty (30) days after receipt of such notice unless
Lilly cures such breach within such thirty (30) day period.

16.   ASSIGNMENT. The duties under this Agreement may not be delegated, and the
rights under this Agreement may not be assigned, to any third party in either
case without the prior written consent of the non-assigning party, which consent
shall not be unreasonably withheld; provided, however, that the either party may
assign its rights and delegate its duties hereunder, with notice to but without
consent of the other party, to any corporate successor to such party by merger,
purchase of assets and assumption of liabilities, acquisition, reorganization,
or otherwise, or to any Affiliate. Notwithstanding the foregoing, in no event
shall Lilly assign its rights under this Agreement in whole or in part
(including to a party that becomes an Affiliate after the date of this
Agreement) in connection with a sale or merger of Lilly or acquisition by Lilly
valued at $50 billion or more (whether in cash, stock or other property) if the
other party to such transaction has an existing agreement with Consultant.

17.   SUBCONTRACTORS. Consultant may, with Lilly's prior written consent, use
subcontractors to perform certain of the services required to be provided by
Consultant in a Statement of Work. Notwithstanding the foregoing, Lilly agrees
that Consultant may engage individual consultants to supplement its own staff as
it reasonably deems necessary, provided that such consultants are bound by an
appropriate confidentiality agreement.

18.   AUDIT PROVISION. During the term of this Agreement Lilly will have the
right, at its expense and upon no less than five (5) working days prior written
notice, to audit Consultant's systems and services, with specific emphasis on
Consultant's security and change control procedures. Such audit, which may be
conducted by Lilly personnel under obligations of confidentiality or by an
independent auditing firm, will not interfere unreasonably with Consultant's
business activities, and will be conducted no more than once per calendar year,
unless Lilly has received a request from the U.S. Food and Drug Administration
(or agency with similar regulatory authority and jurisdiction over Lilly's
business), or unless a previous audit has disclosed a material non-conformance
to the standards required by the appropriate agencies. If the audit shows
material non-conformance to the obligations set forth in this Agreement, then
Consultant will use commercially reasonable efforts to remedy the
non-conformance as soon as practicable. If the non-conformance continues for
more than 15 days, then Lilly shall have the option to declare Consultant in
breach of this Agreement. Lilly will use information received during an audit
solely for the purposes of the Agreement and will otherwise maintain the
confidentiality of such information. In addition, upon request. Consultant shall
make available to the FDA all records required by governmental regulations
related to the Work Product and any data or results produced by the Work
Product. In any governmental or regulatory agency gives notice of its intention
to conduct an audit or take any other regulatory actions with respect to the
Work Product or any data or results produced by the Work Product, Consultant
shall promptly give Lilly notice thereof, and Lilly shall have the right to be
present at any such audit or regulatory action.

19.   UCITA. Consultant and Lilly hereby acknowledge and agree that any
provisions of any state law adopting exactly or in modified form the Uniform
Computer Information Transactions Act ("UCITA") shall not be applicable to this
Agreement. Furthermore, both Consultant and Lilly waive any and all rights
arising from any such law.

20.   CHOICE OF LAW AND VENUE. This Agreement and all matters arising out of or
relating to this Agreement shall be governed by and construed in accordance with
the laws of the State of Indiana, excluding all choice of law provisions. All
proceedings relating to or arising out of the subject matter hereof shall be
maintained exclusively in the courts situated in Marion County, Indiana, and
Consultant hereby consents to personal jurisdiction and venue therein and hereby
waives any right to object to personal jurisdiction or venue therein.

21.   ENTIRE AGREEMENT. This Agreement, which includes all attached exhibits
referenced herein and any Work Order created pursuant hereto, constitutes the
entire agreement between Lilly and Consultant with respect to the subject matter
hereof; and supersedes all proposals, oral or written, and all other
communications between the parties with respect to such subject matter.

22.   WAIVER. None of the conditions of the Agreement shall be considered waived
unless such waiver is in writing and signed by the waiving party. No such waiver
shall be a waiver of any past or future default, breach or modification of any
of the conditions of the Agreement unless expressly stipulated in such waiver.

23.   SEVERABILITY. If any provision in this Agreement is held to be invalid,
void, or unenforceable, the remaining provisions shall nevertheless continue in
full force.

24.   NOTICES. Any written notices to be given hereunder by either party shall
be deemed effective upon personal delivery or upon mailing the notice to the
party to be served at the address appearing in Appendix B.

25.   FORCE MAJEURE. Neither party shall be liable to the other for failure to
perform under this Agreement if said failure results, directly or

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                                                                     Page 6 of 7

<PAGE>

indirectly, from government action or inaction, labor disputes, mechanical or
electrical breakdown, or natural disaster.

26.   HEADINGS. The headings in this Agreement are solely for convenience of
reference and shall not affect its interpretation. 27.

      AMBIGUOUS TERMS. Any ambiguities in this Agreement will not be strictly
construed against the drafter of the language concerned but will be resolved by
applying the most reasonable interpretation under the circumstances, giving full
consideration to the intentions of the parties at the time of contracting. This
Agreement will not be construed against any party by reason of its preparation.

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                                                                     Page 7 of 7

<PAGE>


[LILLY LOGO]                                       CONSULTING AND
                                                PROFESSIONAL SERVICES
                                                      AGREEMENT

                                    EXHIBIT A

                             WORK ORDER NO.________

This Work Order is entered into by and between Eli Lilly and Company ("LILLY")
and the Consultant signing below pursuant to the Consulting and Professional
Services Agreement between the parties (the "Agreement"), and is subject to the
terms and conditions of the Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY,
NO WORK ORDER OR CHANGE ORDER SHALL BE EFFECTIVE UNLESS SIGNED BY THE LICENSOR'S
CHIEF FINANCIAL OFFICER OR GENERAL COUNSEL.

I.    OWNERSHIP OF PROPERTY AND PROPRIETARY RIGHTS

      CONSULTANT AND LILLY MUST DESIGNATE EACH DELIVERABLE IN THIS WORK ORDER AS
      TYPE I, II OR III MATERIAL PURSUANT TO SECTION 8 OF THE AGREEMENT. PLEASE
      REFER TO THE DEFINITIONS OF TYPE I, II AND III MATERIAL AND THE RELATED
      OWNERSHIP OF PROPERTY AND PROPRIETARY RIGHTS IN SECTION 8 OF THE
      AGREEMENT.

II.   DESCRIPTION OF SERVICES AND MILESTONES

      [INCLUDE A DETAILED DESCRIPTION OF THE SERVICES TO BE RENDERED AND A
      PROJECT SCHEDULE, IDENTIFYING ALL CRITICAL MILESTONES]

      DELIVERABLES

   [LIST AND DESCRIBE ALL DELIVERABLES TO BE GENERATED AND PROVIDED TO LILLY]

  START DATE:_____________________________ PROJECTED END DATE: _______________

III.  FEES (INDICATE ALL THAT APPLY)

______FIXED PRICE OF $____________.

      _____The above Fixed Price includes Materials and Expenses.
      _____The above Fixed Price does not include Materials and Expenses

_____TIME, MATERIALS AND EXPENSES (SUBJECT TO THE "NOT-TO-EXCEED AMOUNT")

      Estimated Senior Consultant Labor Hours Required to Complete the Scope of
      Work:________ Labor Rate: $____________per_____________
      Maximum Pre-authorized Fees: $____________________(Estimated Labor Hours x
      Hourly Rate)

      Estimated Junior Consultant Labor Hours Required to Complete the Scope of
      Work:_________
      Labor Rate: $____________per_____________
      Maximum Pre-authorized Fees: $____________________(Estimated Labor Hours x
      Hourly Rate)

      Estimated Other Labor Hours Required to Complete the Scope of
      Work:___________
      Labor Rate: $_____________per____________ Maximum Pre-authorized Fees:
      $____________________(Estimated Labor Hours x Hourly Rate)

      Total Pre-authorized Fees:__________________________(sum of each category)

IV.   MATERIALS/EXPENSES

List of Materials and Expenses Required to Complete the Scope of Work:

<PAGE>

Maximum Pre-authorized Materials and Expenses: $

V.    NOT-TO-EXCEED AMOUNT

Under no circumstances shall the amounts payable under this Work Order without a
Change Order (including fees, materials and expenses) exceed $__________________
(the "not-to-exceed amount").

V.    ADDITIONAL TERMS AND CONDITIONS

Consultant shall not submit an invoice to LILLY for services rendered hereunder
unless accepted as provided in the Agreement, a Work Order and/or a Change
Order.

Consultant may not increase the hourly labor rates quoted above in Section II
during the duration of this Work Order.

      [LIST ANY ADDITIONAL TERMS AND CONDITIONS TO APPLY ONLY TO THIS WORK
      ORDER. FOR EXAMPLE, PERHAPS THERE IS TO BE A TOTAL REFUND IF THE COMPLETED
      PROJECT IS NOT TO THE SATISFACTION OF LILLY. CONSULT WITH LILLY'S LEGAL
      COUNSEL TO COMPLETE THIS SECTION]

      IN WITNESS WHEREOF, LILLY and Consultant have caused duly authorized
representatives of the respective parties to execute this Work Order on the
date(s) set forth below.

CONSULTANT                                  ELI LILLY AND COMPANY

By:___________________________________      By:_________________________________
   Signature                                   Signature

_______________________________________     ____________________________________
Name                                        Name

_______________________________________     ____________________________________
Title                              Date     Title                           Date

<PAGE>

[LILLY LOGO]                                        CONSULTING AND
                                                PROFESSIONAL SERVICES
                                                       AGREEMENT

                                    EXHIBIT B

                              CHANGE ORDER NO._____

This Change Order is entered into by and between Eli Lilly and Company ("LILLY")
and the Consultant signing below pursuant to the Consulting and Professional
Services Agreement between the parties (the "Agreement"), Work Order
No._________(the "WORK ORDER"), and previously issued Change Order Nos.
_______________________________(the "Change Orders"), and is subject to the
terms and conditions of the Agreement, the Work Order, and the Change Orders
unless otherwise noted herein. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NO WORK
ORDER OR CHANGE ORDER SHALL BE EFFECTIVE UNLESS SIGNED BY THE LICENSOR'S CHIEF
FINANCIAL OFFICER OR GENERAL COUNSEL.

I.    OWNERSHIP OF PROPERTY AND PROPRIETARY RIGHTS

      CONSULTANT AND LILLY MUST DESIGNATE EACH DELIVERABLE IN THIS WORK ORDER AS
      TYPE I, II OR III MATERIAL PURSUANT TO SECTION 8 OF THE AGREEMENT. PLEASE
      REFER TO THE DEFINITIONS OF TYPE I, II AND III MATERIAL AND THE RELATED
      OWNERSHIP OF PROPERTY AND PROPRIETARY RIGHTS IN SECTION 8 OF THE
      AGREEMENT.

II.   DESCRIPTION OF CHANGES TO SERVICES AND MILESTONES

      [INCLUDE THE IDENTITY OF THE PARTY REQUESTING THE CHANGES, THE REASON FOR
      THE CHANGES, THE BENEFIT OF THE CHANGES, AND A DETAILED DESCRIPTION OF THE
      CHANGES TO THE SERVICES TO BE RENDERED. INCLUDE A NEW PROJECT SCHEDULE
      IDENTIFYING ALL CRITICAL MILESTONES.]

      DESCRIPTION OF CHANGES TO DELIVERABLES

            [LIST AND DESCRIBE THE CHANGES TO ALL DELIVERABLES FROM THE WORK
            ORDER (AS AMENDED BY ANY CHANGE ORDERS) TO BE GENERATED AND PROVIDED
            TO LILLY]

      NEW PROJECTED END DATE: __________________________

III.  CHANGES TO FEES (INDICATE ALL THAT APPLY)

_____NEW FIXED PRICE OF $_____.

      ______The above Fixed Price includes Materials and Expenses.
      ______The above Fixed Price does not include Materials and Expenses

_____NEW TIME, MATERIALS AND EXPENSES (SUBJECT TO THE "NOT-TO-EXCEED AMOUNT")

            Estimated Senior Consultant Labor Hours Required to Complete the
            Scope of Work:_________
            Labor Rate: $____________per_____________
            Maximum Pre-authorized Fees: $____________________(Estimated Labor
            Hours x Hourly Rate)

            Estimated Junior Consultant Labor Hours Required to Complete the
            Scope of Work:_________
            Labor Rate: $____________per_____________
            Maximum Pre-authorized Fees: $____________________(Estimated Labor
            Hours x Hourly Rate)

            Estimated Other Labor Hours Required to Complete the Scope of
            Work:___________
            Labor Rate: $____________per_____________
            Maximum Pre-authorized Fees: $____________________(Estimated Labor
            Hours x Hourly Rate)

            Total Pre-authorized Fees:__________________________(sum of each
            category)

<PAGE>

IV.   ADDITIONAL MATERIALS/EXPENSES

List of Additional Materials and Expenses Required to Complete the Scope of
Work:

Revised Maximum Pre-authorized Materials and Expenses: $

V.    REVISED NOT-TO-EXCEED AMOUNT

Under no circumstances shall the amounts payable under the Work Order and Change
Order (including fees, materials and expenses) exceed $__________________(the
"not-to-exceed amount").

VI.   ADDITIONAL TERMS AND CONDITIONS

      [LIST ANY ADDITIONAL TERMS AND CONDITIONS TO APPLY ONLY TO THIS CHANGE
ORDER]

      IN WITNESS WHEREOF, LILLY and Consultant have caused duly authorized
representatives of the respective parties to execute this Change Order on the
date(s) set forth below.

CONSULTANT                                  ELI LILLY AND COMPANY

By:___________________________________      By:_________________________________
   Signature                                   Signature

_______________________________________     ____________________________________
Name                                        Name

_______________________________________     ____________________________________
Title                              Date     Title                           Date