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                                                                    EXHIBIT 10.7

[LILLY LOGO]                                              SOFTWARE
                                                          LICENSE
                                                         AGREEMENT

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

This Software License Agreement (the "Agreement") is entered into as of the 15th
day of March, 2001 by and between Eli Lilly and Company, having its principal
place of business at Lilly Corporate Center, Indianapolis, Indiana 46285, and
its Affiliates, (hereinafter referred to as "Lilly") and Phase Forward
Incorporated, a Delaware corporation with a principal place of business at 1440
Main Street, Waltham, MA 02451 (hereinafter referred to as "Licensor").

INDUCEMENTS

WHEREAS, Lilly is in the business of the research, development, manufacture, and
sale of pharmaceutical based health care solutions, and has submitted to
Licensor certain information regarding (i) Lilly's desire to add value and to
improve its capability for delivering pharmaceutical based health care solutions
through the use of certain technology; (ii) a general description of the
hardware, software and services to be provided by Licensor related to the
implementation of this technology within Lilly's organization, and (iii) certain
technical requirements to fulfill the present and future needs of Lilly
(collectively the "RFP"); and

WHEREAS, Lilly desires to enter into a mutually beneficial relationship with
Licensor under the terms and conditions hereinafter set forth in order to
facilitate the anticipated acquisition by Lilly of certain Products; and

NOW, THEREFORE, in consideration of the inducements, mutual covenants and
conditions herein contained, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

1.       DEFINITIONS. Capitalized terms not otherwise defined in this Agreement
shall have the meanings detailed below.

         ACCEPTANCE DATE. For any Product hereunder, the Acceptance Date is the
         first day after the applicable Product successfully completes all
         phases of Acceptance Testing provided for in this Agreement. If Lilly
         waives Acceptance Testing of any such Product in writing, the
         Acceptance Date for such Product shall be the date that Licensor
         delivers its written certification to Lilly that such Product is
         installed and ready for use in accordance with all applicable
         specifications.

         ACCEPTANCE TESTING. Acceptance Testing is the performance and
         reliability evaluation standard that must be met by a Product acquired
         by Lilly hereunder.

         AFFILIATE. An Affiliate is any company, partnership, or joint venture
         more than twenty-five percent (25%) of the interest in which is owned
         or controlled (i) by a party; or (ii) by any Parent or Subsidiary of a
         party.

         Contractors means organizations (such as, but not limited to,
         consulting firms and contract research organizations), employees of
         such organizations and individual contractors that provide services to
         Lilly on a consulting or outsourcing basis.

         CPU. Any computer or computer complex which shares memory or direct
         access storage device, and which for the purposes of Lilly's use
         thereof may be accessed by Lilly.

         DOCUMENTATION. Documentation shall mean the portion of the Product
         consisting of material in written, printed or electronic format,
         including but not limited to: technical reference manual, technical
         notes manual, users manual, application administration guide, and
         application security administration guide.

         INSTALLATION DATE. The Installation Date is the date by which all items
         and parts of the applicable Product(s) shall be installed and prepared
         for Acceptance Testing.

         INVESTIGATIONAL PRODUCTS means medical procedures, drugs or devices
         which Lilly is testing in clinical trials.

         INVESTIGATORS means clinical investigative organizations (such as, but
         not limited to, hospitals, medical clinics, and physicians'
         organizations and practices), employees of such organizations, and
         individual investigators that treat, monitor and provide information
         about subjects participating in clinical trials of Investigational
         Products.

         PRODUCT. A Product(s) is any Software or other deliverable pursuant to
         this Agreement.

         SERVICES. Services include any programming service, preventive
         maintenance, remedial hardware maintenance, software maintenance
         conversion service, consulting service, training service, or support
         service or other service provided by Licensor to Lilly pursuant to this
         Agreement.

         SOFTWARE. Software is the object code version of any computer programs,
         programming, modules, patches, upgrades, or modifications delivered by
         Licensor to Lilly pursuant to this Agreement as set forth in Appendix
         A.

         SPECIFICATIONS. Specifications are the functional performance
         parameters, capabilities and functionality of Software as published in
         its then-current Documentation.

         UPDATE. Update, means a set of procedures or new program code
         implemented by Licensor to correct Errors (as defined in the
         Maintenance Agreement) in the Product and to allow the Product to
         continue to function under supported versions of an applicable
         operating system, and which may include modifications and enhancements
         to improve functioning of the Product and is designated by a change in
         the digits anywhere to the right of the tenths digit in the Software
         version number [x.x(x)].

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

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

ELI LILLY AND COMPANY                         LICENSOR

By:  /s/ Charles E. Golden                    By: /s/ John J. Schlicking
     -----------------------                      -----------------------------

Name: Charles E. Golden                       Name: John J. Schlicking

Title: Chief  Financial Officer               Title: Senior Vice President & CFO

Date: March 15, 2001                          Date: March 7, 2001

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         UPGRADE means a new version or release of the Product provided by
         Licensor which improves the functionality or which adds functional
         capabilities to the Product and is designated by a change in the digits
         (i) in the tenths digit in the Software version number [x.(x)x] or,
         (ii) to the left of the decimal point in the Software version number
         [(x).xx]. Upgrade shall include versions or releases of any successor
         product to the Product, including, but are not limited to by way of
         example, any next generation or successor product that contains or
         performs comparable or similar functionality and performance as the
         Product.

         SOFTWARE WARRANTY PERIOD. The Software Warranty Period is the period of
         time beginning on the Acceptance Date and continuing for * calendar
         days thereafter.

2.       LICENSE. Licensor hereby grants to Lilly, and Lilly hereby accepts, on
the following terms and conditions, a nonexclusive and nontransferable, fully
paid-up (upon payment of the licensing fees), irrevocable, world-wide, perpetual
license for either an enterprise license, a concurrent user license or a named
user license as provided on Appendix A.

3.       USE OF SOFTWARE AND DOCUMENTATION. Lilly will have the right, as part
of the license granted in this Agreement, to make as many additional copies of
the Software and Documentation needed in support of the licensed use of the
Software and Documentation as it may determine; provide however, that Lilly
shall maintain records detailing where each copy of the Software is installed.
Licensor shall have the right to audit such records upon reasonable notice to
Lilly during normal business hours.

Lilly may also make backup and archival copies of the Software and
Documentation. Lilly shall have the right to utilize any Product during the term
of this Agreement, on or in connection with any CPU that is utilized to fulfill
its data processing needs at one or more sites owned or controlled by Lilly, or
its outsourcing Contractor with Licensor's consent, which will not be
unreasonably withheld. It will not be unreasonable for Licensor to withhold
consent to an outsourcing to a clinincal research organization or other
organization providing similar services.

Lilly, its agents or Contractors, shall have the right to unlimited use of the
applicable Software and to operate and use the Software at any time and for any
period of time at the convenience of Lilly within the scope of the license
granted. Lilly may use the Software acquired hereunder solely for Lilly's use in
connection with clinical trials sponsored by Lilly at sites owned or controlled
by Lilly, or its outsourcing Contractor with Licensor's consent, which will not
be unreasonably withheld. It will not be unreasonable for Licensor to withhold
consent to an outsourcing to a clinincal research organization or other
organization providing similar services.

4.       SOURCE CODE. Within thirty (30) days after the effective date of this
Agreement, Licensor shall enter into a software escrow agreement with the
software escrow agent of its choosing under terms and conditions to be approved
in advance by Lilly. Lilly shall be listed as a beneficiary under the software
escrow agreement Within thirty (30) days after the initial delivery of Software
to Lilly hereunder. Licensor shall provide to the software escrow agent the
"Deposit Materials" consisting of the source code for the version of the
Software delivered to Lilly (the "Source Code"), and all documentation necessary
for the use thereof. Licensor shall maintain all such Deposit Materials with the
software escrow agent in its most current Upgrade version and will deliver any
revised Deposit Materials to the source code escrow agent not later than sixty
(60) business days after any Upgrade is effected by Licensor. Lilly shall be
entitled to receive the Deposit Materials upon the occurrence of one or more of
the following Escrow Events: (i) all or any material part of the Source Code is
generally made available by Licensor without cost to other users of the Source
Code; (ii) Licensor ceases, for any reason, to do business; (iii) Licensor is in
default under this Agreement in whole or in part because of its failure to
maintain, or otherwise comply with its obligations with respect to, the Deposit
Materials and has failed to cure such default within sixty (60) days of written
notice of such default; (iv) the sale of all or substantially all of the assets
of Licensor if the purchaser of the assets does not agree to be bound by this
Agreement; (v) bankruptcy, receivership, insolvency, reorganization,
dissolution, liquidation, or similar proceedings are instituted by or against
Licensor or all or any substantial part of its property under any Federal or
State law; or (vi) other events, if any, defined in the source code escrow
agreement which permit the release of the Deposit Materials. Upon occurrence of
one or more of the foregoing Escrow Events, Lilly shall receive a perpetual,
fully paid-up, non-exclusive license to use and improve the Deposit Materials,
including the Source Code and documentation therefor, solely for the benefit of
Lilly to use in a manner consistent with the terms of this Agreement. In the
event that Lilly shall be entitled to receive the Deposited Materials pursuant
to the Escrow Events. Lilly shall have the right to hire Licensor's employees
and Licensor shall waive all non-compete provisions of this Agreement or any
non-compete agreements with its employees.

5        PHASE FORWARD'S INTELLECTUAL PROPERTY

5.1      ACKNOWLEDGMENT OF RIGHTS. Lilly acknowledges that (i) as between
         Licensor and Lilly, all right, title and interest in and to the
         Products (including any and all patents, copyrights, trade secret
         rights, trademarks, trade names and other intellectual property rights
         embodied therein or associated therewith) are and shall remain the
         property of Licensor and its licensors (if any), (ii) this Agreement in
         no way conveys any right or interest in the Products other than the
         limited rights and license to use them in accordance herewith, (iii)
         the Products are works protected by the patent and copyright laws of
         the United States and by international treaties, and (iv) Licensor
         asserts that the Products and embody valuable confidential and secret
         information of Licensor or its licensors (if any), the development of
         which required the expenditure of considerable time and money.

5.2      LILLY'S OBLIGATIONS. Except as may be otherwise expressly authorized
         herein, Lilly shall (i) not disclose or provide any Product to any
         other party, (ii) not alter, reverse engineer, disassemble, decompile
         or copy any Software, (iii) not use or analyze any Product for the
         purpose of developing any similar product whether for external or
         internal use (although Lilly may develop a similar product; provided
         however that it does not use the Product or any Confidential
         Information of Licensor in such development), (iv) not conduct or
         participate in any benchmarking activity in which any results or any
         characteristic of any Product are disclosed to any third party, (v)
         limit access to the Products to its employees. Contractors and
         Investigators who require access in connection with Lilly's use of the
         Products as authorized hereunder and who have agreed in writing or are
         otherwise legally bound to observe Lilly's obligations hereunder, (vi)
         take all reasonable precautions, including secure storage of all media
         containing copies of the Software, to prevent unauthorized or improper
         use or disclosure of the Software, (vii) not remove from, and reproduce
         on any authorized copies of, the Products all titles, trademarks, trade
         names, and copyright, patent and other proprietary or restrictive
         legends or notices, and (viii) maintain all copies of the Products in a
         manner so as to reasonably preclude unauthorized use thereof or access
         thereto.

6.       ACCEPTANCE TESTING. The initial Product furnished by Licensor shall be
         subject to Acceptance Testing as follows:

         6.1.     At least thirty (30) days prior to installation of the
         Product, but no later than thirty (30) days following execution of this
         Agreement, Lilly shall provide Licensor with its plan to conduct
         Acceptance Testing. Licensor shall then install the Software on one
         server at Lilly's headquarters in Indianapolis. Following delivery and
         installation of the Product, Licensor shall certify in writing to
         Lilly that the Product is ready for Acceptance Testing. With Licensor's
         assistance, Lilly shall, within thirty (30) calendar days after receipt
         of such certification, operate the Product to determine in Lilly's sole
         estimation, whether: (i) the Product meets the Specifications, performs
         the functions, and does not exceed the facilities usage or run time
         limits and standards provided by Lilly to Licensor or set forth in
         Licensor's Specifications for the Product; and (ii) the Product is
         capable of running on a repetitive basis on a variety of Lilly's actual
         data, without failure.

         6.2.     If the Product successfully meets these Acceptance Tests,
         Lilly shall so notify Licensor in writing within five (5) business days
         of completion of the Acceptance Tests and the Product shall be deemed
         to be accepted. In such case, the Acceptance Date shall be the date
         that the software satisfactorily completes all of the tests specified
         above.

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         6.3.     If the Product fails to meet any or all of the specified
         Acceptance Tests, Lilly shall notify Licensor of such failure in
         writing within ten (10) business days of completion of the Acceptance
         Tests and Licensor shall have thirty (30) calendar days in which to
         correct, modify, or improve the Product to cause it to meet each such
         Acceptance Test. Thereafter, Lilly shall have fifteen (15) additional
         calendar days in which to re-conduct all of the Acceptance Tests
         specified above. This process shall be repeated as may be necessary
         until the Product is deemed to be accepted hereunder; provided,
         however, that if the Product is not accepted hereunder within
         one-hundred eighty (180) days after Licensor's initial written
         certification to Lilly that the Product is ready for Acceptance
         Testing. Lilly shall have the right and option to cancel this Agreement
         and request the removal of the Product failing to meet the acceptance
         criteria, in addition to the remedies available in Section 6.5. If
         Lilly fails to notify Licensor of any failure within the thirty (30)
         day acceptance period, the Product shall be deemed accepted. Provided
         that Licensor exercises its best efforts to correct, modify, or improve
         the Product to cause it to meet the Acceptance Test and the Product is
         not accepted hereunder within one-hundred eighty (180) days after
         Licensor's initial written certification to Lilly that the Product is
         ready for Acceptance Testing, Licensor shall have the option to cancel
         this Agreement if Lilly does not accept the Product upon thirty (30)
         days notice that Licensor is exercising its option to cancel the
         Agreement under this provision.

         6.4.     MAINTENANCE DURING ACCEPTANCE TESTING. During all Acceptance
         Testing, Licensor shall provide Maintenance Services as set forth in
         Exhibit 2. Maintenance Services, attached hereto, at no expense to
         Lilly.

         6.5.     FAILURE TO COMPLETE ACCEPTANCE TESTING SUCCESSFULLY. If the
         Product fails to successfully complete Acceptance Testing, then Lilly
         may, at its sole discretion, elect any or all of the following options.

                  6.5.1.   Lilly may terminate the Agreement and request the
                  removal of the Product failing to meet the applicable phase
                  of Acceptance Testing. Lilly may cancel the license and
                  receive a full reimbursement from Licensor within thirty (30)
                  days for any and all fees that it may have paid. Lilly may, at
                  its sole option, extend such Acceptance Period subject to
                  Lilly's right to cancel and obtain reimbursements if the
                  Product is not repaired within such extension period. If
                  Lilly accepts the Product, Lilly will notify the Licensor in
                  writing within five business days of its acceptance.

                  6.5.2.    Lilly may reject the Product, and thereafter, for a
                  period of thirty (30) days, each party agrees to enter into
                  good faith negotiations to determine if there is a resolution
                  to the reason for rejection acceptable to both parties, in
                  their sole discretion.

         6.6.     In no event shall use of any Product by Lilly, for business,
         profit, revenue, or any other purpose during any phase of the
         Acceptance Testing, constitute acceptance of any Product by Lilly.

7.       FEES, INVOICES AND PAYMENTS

         7.1.     LICENSE FEES. Lilly will pay to Licensor the License Fees
         specified in Appendix A, according to the schedule specified in such
         Appendix A.

         7.2.     MAINTENANCE FEES. Provided that Licensor has not breached this
         Agreement or the Maintenance Agreement, during the time period
         beginning on *, Lilly shall pay for Maintenance Services in accordance
         with the Maintenance Services Fees specified in Appendix A. Licensor
         shall not enter into a factoring transaction or similar transaction
         obligating Lilly to a third party with respect to the Maintenance Fees.

         7.3      CHARGES. Lilly will determine the applicability of charges by
         the following criteria: (i) except as provided in Section 6.3, no
         Product shall be deemed to be accepted by Lilly and Lilly shall have no
         obligation to Licensor for any payment unless and until the Product has
         successfully met the Acceptance Testing requirements as set forth in
         this Agreement; (ii) Lilly shall not be billed or liable for any
         charges or expenses other than those charges or expenses stated and
         expressly authorized in this Agreement; and (iii) charges under this
         Agreement effective for less than a full calendar month shall be
         prorated on the basis of a thirty (30) day month.

         7.4      INVOICES. Invoices shall be delivered to Lilly at the
         following address and must clearly indicate the Lilly Purchase Order
         number:

                     Eli Lilly and Company
                     Accounts Payable, Drop Code 1057
                     Lilly Corporate Center
                     Indianapolis, Indiana 46285

         Invoiced amounts not in dispute shall be paid by Lilly *. In the event
         that Lilly disputes the validity of any amount in any invoice, Lilly
         shall communicate to Licensor the nature of the dispute within * after
         the date of the invoice.

         7.5      TAXES. Lilly will pay, or reimburse Licensor, for any and all
         taxes, imposed on Lilly or Licensor by this Agreement, or on the
         Products provided hereunder, or the use thereof; provided, however,
         that Lilly shall have no obligation to pay any such taxes or amounts:
         (i) that are based upon income of Licensor; or (ii) that are personal
         property taxes assessed on Products that are licensed to Lilly; or
         (iii) that are personal property taxes assessed or assessable for any
         period prior to the Acceptance Date for the applicable Product; or (iv)
         if Lilly has no obligation under this Agreement to pay Licensor the
         license, purchase, or other acquisition or usage price or fee for the
         Product(s) against which the tax is assessed or otherwise due and
         payable; or (v) that are due in whole or in part because of any failure
         by Licensor or its agents to file any return or information required by
         law, rule or regulation. Any personal property taxes assessable on
         purchased Products after the Acceptance Date therefor shall be borne by
         Lilly. Licensor shall pay, and shall hold Lilly harmless against, any
         penalty, interest, or additional tax that may be assessed or levied as
         a result of the failure or delay of Licensor or its agents to file any
         return or information required by law, rule, or regulation. Licensor
         shall provide reasonable assistance to Lilly should Lilly contest any
         taxes imposed on it which result from this Agreement.

8        LILLY'S COVENANTS AND OBLIGATIONS

8.1      PROHIBITION OF DIAGNOSTIC OR THERAPEUTIC USE. Lilly acknowledges that
         it understands, and undertakes to ensure that all users of the Products
         (including, without limitation, Contractors and Investigators) will
         understand, that (i) the Products 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 Products are not a diagnostic
         or therapeutic aid and must be used only for research purposes, and (v)
         data collected by, or analyses performed by, the Products must not be
         used for patient diagnosis or therapy decisions.

8.2      COMPLIANCE WITH CLINICAL TRIAL AND PRIVACY LAWS. Lilly represents and
         covenants, with respect to all clinical trials for which the Products
         are used, 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

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         (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.

9.       INFRINGEMENT.

         9.1.     INFRINGEMENT WARRANTY. Licensor warrants that Lilly's use of
         any Product or Documentation will not infringe any patent, copyright,
         trademark, trade secret, or other proprietary right and that the
         Product or Documentation is not the subject of a lien, a security
         interest, claim, cause of action, or otherwise hypothecated to a third
         party.

         Licensor warrants that it has the right to grant to Lilly the license
         to use 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
         Licensor. To the extent Licensor incorporates third party rights into
         the Product, Licensor 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. Lilly acknowledges that
         use of any Product may require third-party software (the "Third-Party
         Software"), that the license granted by Licensor for Products does not
         include licenses for any such Third-Party Software, and that Lilly is
         solely responsible for obtaining valid licenses for all such necessary
         Third-Party Software.

         9.2      EXCLUSIVE REMEDY FOR BREACH OF INFRINGEMENT WARRANTY. Licensor
         shall indemnify Lilly as provided for in Section 18.1 against any claim
         of a breach of the warranty set forth in Section 9.1 above. THE
         FOREGOING STATES THE SOLE REMEDY OF LILLY AND THE ENTIRE OBLIGATION OF
         LICENSOR WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

10.      SOFTWARE WARRANTIES.

         10.1.    COMPATIBILITY AND PERFORMANCE. Licensor warrants that the
         Software will be compatible with the Licensor's technical environment
         recommendations, including hardware, operating system(s), software
         application(s), CPU's and networks specified by Licensor. Licensor
         represents and warrants to Lilly that all delivered components of the
         Software will be the latest generally available release, and that
         future releases and engineering changes to the Software or its
         components will not degrade performance or remove functionality.
         Licensor represents and warrants that at delivery and throughout the
         Warranty Period the Software shall substantially conform to and will
         operate substantially in accordance with the Specifications. Licensor
         shall not be responsible to the extent failures are caused by (a)
         Lilly's failure to use the Software in accordance with instructions
         included in the Documentation, or (b) the modification of the Software
         by any person other than Licensor, its employees, agents, affiliates or
         subcontractors (unless such modification was authorized or approved by
         Licensor); or (c) disaster or accident (unless caused by Licensor).

         10.2.    EXCLUSIVE REMEDY FOR BREACH OF PERFORMANCE WARRANTY. Lilly
         acknowledges that errors may exist or occur in any software program. As
         Licensor's sole obligation, and Lilly's sole remedy, for any breach of
         the limited warranty of conformity set forth in Section 10.1 and 10.3,
         Licensor shall use commercially reasonable 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
         Software reported to Licensor during the Warranty Period. If, after
         reasonable efforts, Licensor cannot make the Software operate as
         warranted, then Licensor shall refund to Lilly all fees paid for such
         nonconforming Software upon Lilly's return of such nonconforming
         Software, and this shall be Lilly's sole and exclusive remedy.

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

         10.4.    ILLICIT CODE. Licensor warrants unless (i) authorized in
         writing by Lilly or (ii) necessary to perform valid duties under this
         Agreement, any Software provided to Lilly by Licensor for use by
         Licensor 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. Licensor 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 Licensor.

         10.5.    YEAR 2000. Licensor warrants and represents that the
         occurrence in or use by the 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 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. Licensor will provide sufficient evidence to
         demonstrate the adequate testing of the Product to meet the foregoing
         requirements.

         10.6.    DOCUMENTATION OF THE LICENSED SOFTWARE. Licensor warrants and
         represents that it shall at all times document the operation of the
         Software in a manner consistent with the best practices of the software
         development industry, and such Documentation shall accurately reflect
         the operation of the Software and enable a person reasonably skilled in
         computer programming and in possession of the Software source code to
         use, and maintain the Software fully and completely. Licensor further
         represents and warrants that it shall control and identify all
         adaptations, upgrades, and enhancements of the Software by means of a
         version, release or build number.

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. Licensor represents and warrants that
         any products or services provided under this Agreement, as delivered to
         Lilly, will comply will all U.S and European Union country, federal and
         state laws, regulations, rules or orders. Licensor represents and
         warrants that to its knowledge any products 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

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         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 product provided under this Agreement,
         as delivered to Lilly, does not comply with any international, country,
         federal or state laws, regulations, rules or order, Licensor shall use
         its best efforts to remedy such compliance breach within one hundred
         twenty (120) days at no cost to Lilly. Furthermore, Licensor shall in
         good faith execute any and all agreements that Lilly reasonably
         requests Licensor to execute in order that Lilly may comply with Health
         Insurance Portability and Accountability Act ("HIPAA").

         11.3.    MAINTENANCE SERVICES. Licensor warrants and represents that
         Maintenance Services for a Product shall be available from Licensor for
         the current version of the Product and the immediately proceeding
         version.

         11.4.    INSURANCE. Without limiting Licensor's liability to Lilly or
         third parties hereunder. Licensor 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 the amount of not less than ten
         million dollars. All such insurance policies shall name Lilly and its
         Affiliates as an additional insured and contain a waiver of
         subrogation. Licensor represents and warrants that it shall file all
         claims made under this Agreement with its insurance carriers.

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

         11.6.    GIFTS AND GRATUITIES. Licensor, 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 Licensor is approached by anyone suggesting fraudulent or
         unethical behavior with regard to Licensor's business activities with
         Lilly, or if any request is made to Licensor, its employees or agents
         by any Lilly employees or members of their families for gifts or
         gratuities of any kind, Licensor agrees to immediately notify Lilly
         Procurement Management. Licensor 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
         Licensor, Licensor'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. Licensor agrees to
         immediately notify Lilly Procurement Management in writing of any
         violations of this subsection.

         11.7.    PENDING LITIGATION. Licensor represents and warrants to Lilly
         that there is no action, suit, claim, investigation, or proceeding
         pending, or to the best of Licensor's knowledge, threatened against, by
         or affecting Licensor or the Product which, if adversely decided, might
         adversely affect Licensor's ability to enter into this Agreement,
         Licensor's performance of its obligations herein, or Lilly's use of the
         Software. Licensor further represents and warrants that it does not
         know of any basis for any such action.

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

         11.9     DEBARMENT. Licensor represents and warrants that Licensor, 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 Licensor or its officers, directors, employees
         or agents, Licensor shall immediately notify Lilly of such proceeding
         or threatened debarment.

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

         11.11    FINANCIAL STATEMENTS. As of the date provided. Licensor
                  represents and warrants that all schedules, documents,
                  financial statements and materials provided to Lilly as part
                  of any due diligence requests or RFP, if any, contain no
                  untrue statement of material fact or omit a material fact
                  necessary to make the statements contained therein not
                  misleading. In the event that financial statements are
                  provided to Lilly, as of the date provided, the financial
                  statements present fairly and accurately in all material
                  respects the financial position of Licensor, the results of
                  its operations and costs and expenses for the periods
                  specified and have been prepared in conformity with Generally
                  Accepted Accounting Principles. Upon request by Lilly,
                  Licensor agrees to provide Lilly with copies of its audited
                  annual financial statements and unaudited quarterly financial
                  statements as part of Lilly's ongoing vendor management
                  program.

12.      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. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES,
         INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY AND FITNESS FOR A
         PARTICULAR PURPOSE. * REPRESENTATION OR OTHER AFFIRMATION OF FACT,
         INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING * WHETHER MADE BY
         LICENSOR EMPLOYEES OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS
         AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY LICENSOR FOR *.

13.      TERM. The License granted pursuant to this Agreement shall commence
upon execution of this Agreement and shall continue in perpetuity, subject to
the terms of this Agreement unless terminated in accordance with the provisions
detailed herein.

14.      TERMINATION. This Agreement and the License may be terminated as
follows:

         14.1.    By Licensor upon thirty (30) days advance written notice for
         the material breach by Lilly of any of its obligations under this
         Agreement if Lilly has not cured such breach within such notice period.
         Licensor shall not be permitted to terminate this Agreement or any
         License granted hereunder in the event Lilly breaches its obligations
         relating to Exhibit 2. Maintenance Services.

         14.2.    If Licensor substantially fails to perform in accordance with
         its obligations under this Agreement, Lilly may notify Licensor of its
         breach of this Agreement. Within the thirty (30) days following such
         notice, Licensor shall exercise its best efforts to correct such
         failure to perform and shall upon correction immediately notify Lilly.
         Lilly may terminate this Agreement if Licensor does not correct such
         failure to perform within thirty (30) days following notice by Lilly.
         Lilly also may terminate this Agreement if any representation, warranty
         or obligation contained or referred to herein has been materially

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         breached, provided that Licensor has failed to cure such breach within
         such thirty (30) days.

         14.3     Sixty (60) days after termination of this Agreement pursuant
         to this Section, Lilly shall immediately discontinue further use of the
         Software and destroy all such copies of the Software. Lilly shall, upon
         written request by Licensor, provide Licensor with written
         certification indicating the destruction of all such copies of the
         Software in Lilly's possession or under its custody or control.

         14.4.    Without in any way prejudicing any legal relief or remedy,
         upon termination by Lilly pursuant to this Section. Lilly, shall
         receive from Licensor at no additional charge a nonexclusive
         nontransferable, irrevocable, fully paid-up, world-wide, perpetual
         license to use the Product and/or Documentation for the licenses Lilly
         has paid for and a pro-rata refund of amounts paid hereunder by Lilly
         for any Maintenance Services.

         14.5.    DATA RIGHTS UPON TERMINATION. Upon termination of this
         Agreement, Licensor grants Lilly an irrevocable, perpetual,
         royalty-free right and license to use, execute, display, copy,
         manipulate and create derivatives of any data or results generated as a
         result of the use of the Software or Product.

         14.6.    MAINTENANCE. The Maintenance Services Agreement attached
         hereto as Exhibit 2 and incorporated herein by reference shall apply to
         all Products licensed or sold to Lilly hereunder as set forth in
         Appendix A, shall become effective upon acceptance of the Products by
         Lilly. Notwithstanding anything else in the Agreement, if Lilly
         terminates maintenance, it shall not result in a termination of the
         Software Licenses granted in this Agreement.

15.      SURVIVAL. The provisions in Sections 5, 8, 9, 11, and 16 through 30
         shall survive acceptance and, payment under, and termination of, this
         Agreement.

16.      USE OF NAME AND PUBLICITY. Licensor 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
Licensor has been approved, recommended, certified, or endorsed by Lilly.
Licensor and Lilly agree not to advertise any affiliation with each other under
this Agreement and not to publicly reveal the existence of this Agreement or any
of the terms of this Agreement, without the prior written consent of the
parties. Upon Lilly 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.

17.      CONFIDENTIALITY, PROPRIETARY NATURE OF INFORMATION. The parties hereto
acknowledge that all information and documents disclosed by a party, or which
come to the receiving party's attention during the course of its performance of
its obligations under this Agreement, constitute a valuable asset of and are
proprietary to the disclosing party. Therefore, each party shall keep
confidential and not disclose or otherwise make available to any third party any
confidential information, advice or material of any nature that is provided or
made available by the other party, including but not limited to, any written
reports or other data, without the prior written consent of the other party.
This provision shall survive termination of this Agreement.

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 Licensor or Lilly 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 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.

Due to the nature of the confidential information, the parties shall have the
right to seek equitable relief to enforce any right arising hereunder or to
prevent or cure any breach of this Section, without in any way prejudicing any
available legal relief. Such equitable relief may include, but is not limited
to, the seeking of a temporary or permanent injunction, restraining order or
order for specific performance, and may be sought with or without prior notice,
depending on the circumstances.

18.      INDEMNIFICATION.

         18.1.    INFRINGEMENT INDEMNIFICATION. In the event of an claim by a
         third party against Lilly that any Software infringes a patent, or any
         copyright or trade secret. Licensor 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. Licensor or Lilly is enjoined from
         using any Product and/or Documentation, or if Licensor believes that
         the Software is likely to become the subject of a claim of
         infringement. Licensor 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 licenses
         fees paid by Lilly for the Software based on a eight (8) year straight
         line depreciation, 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.

         18.2     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 Software or Software failure not restored or recovered by
         Licensor to the extend covered by Licensor's insurance; or (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's personnel, subcontractors, or agents.
         Except for a party's liabilities as set forth in Section 18.1, and 17
         of this Agreement, 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 one time the amount of the total fees
         payable to Licensor hereunder. In addition, Lilly shall indemnify and
         hold Licensor 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 an Investigational Product for which any Product was
         used and (ii) any product derived from or based on such clinical trial
         or Investigational Product. Notwithstanding the foregoing, if any claim
         against Licensor for breach of this Agreement is a claim covered by any
         insurance policy maintained by Licensor, any recovery of proceeds under
         such policy shall be paid to Lilly to the extent Lilly's damages exceed
         the foregoing limitation of liability. Licensor shall vigorously pursue
         any applicable policy claim as requested by Lilly.

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18.3     Except for the obligations in Section 17, neither Licensor 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.

19.      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 Licensor.

20.      ADDITIONAL PROVISIONS. Additional provisions, if any, are set forth in
         Appendix A.

21.      AUDIT PROVISION. During the term of this Agreement Lilly will have the
         right, at its expense and upon not less than five (5) working days
         prior written notice, to audit Licensor's systems and services, with
         specific emphasis on Licensor'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 that Licensor has
         approved, will not interfere unreasonably with Licensor'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 Licensor 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 Licensor 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,
         Licensor shall make available to the FDA all records required by
         governmental regulations related to the Software and any data or
         results produced by the Software. 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 Software or any data or
         results produced by the Software, Licensor shall promptly give Lilly
         notice thereof, and Lilly shall have the right to be present at any
         such audit or regulatory action.

22.      UCITA. Licensor 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 Licensor and Lilly
         waive any and all rights arising from any such law.

23.      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 Licensor hereby consents to
         personal jurisdiction and venue therein and hereby waives any right to
         object to personal jurisdiction or venue therein.

24.      ENTIRE AGREEMENT. This Agreement and all Exhibits, Schedules and
         Attachments constitutes the entire agreement between the parties
         regarding its subject matter. Any modification of this Agreement will
         be effective only if it is in writing and signed by the parties.

25.      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.

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

27.      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.

28.      FORCE MAJEURE. Neither party shall be liable to the other for failure
         to perform under this Agreement if said failure results, directly or
         indirectly, from government action or inaction, labor disputes,
         mechanical or electrical breakdown, or natural disaster.

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

30.      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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                   APPENDIX A - FEES AND ADDITIONAL PROVISIONS

I. FEES.

1. DESCRIPTION OF HARDWARE, SOFTWARE, AND MAINTENANCE SERVICES


<TABLE>
<CAPTION>

                                                                                          ANNUAL
QUANTITY               DESCRIPTION              UNIT COST               TOTAL COST      MAINTENANCE
--------               -----------              ---------               ----------      -----------
<S>          <C>                                <C>                     <C>             <C>
             Inform(TM) Software v. 2.5            *                          *              *
             Inform Architect(TM) Software v.__    *                          *              *
                                                 Total:                       *              *
</TABLE>

2. PAYMENT FOR HARDWARE, SOFTWARE, AND MAINTENANCE SERVICES

a.       Software License. Lilly shall pay Licensor * for the license
         of the Software, payable as follows:

         -   *

         -   *

b.       Maintenance Services. * for the Initial Maintenance Term (as defined in
         the Maintenance Agreement). For each subsequent term, Lilly shall pay
         Maintenance fees equal to * of the Software License Fees set forth
         above. * in Maintenance fees through the term ending *.
         Thereafter, increases in charges for Maintenance Services will be
         limited to *.

II. ADDITIONAL PROVISIONS.

a.       Acceptance Testing shall include a source code and documentation audit
         by Lilly.

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                         EXHIBIT 2: MAINTENANCE SERVICES

This Maintenance Services Agreement ("Maintenance Agreement") is subject to all
terms and conditions of the Software License Agreement entered into by and
between Lilly and Licensor on March ______, 2001 ("License Agreement").

WHEREAS, Lilly wishes to obtain Maintenance Services from Licensor for the
Produce(s) specified in the License Agreement; and

WHEREAS, Licensor wishes to provide Maintenance Services for the Produce(s) on
the terms and conditions described in this Maintenance Agreement;

NOW THEREFORE, in consideration of the foregoing premises and the mutual
promises contained herein, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.       DEFINITIONS.

         Terms in this Maintenance Agreement which are capitalized have the
         meanings set forth below, as defined elsewhere in this Maintenance
         Agreement or in the License Agreement.

         Error means an instance of failure of the Product to be operative. An
         Error is a Class 1 Error if it renders continued use of the Product
         commercially infeasible in Lilly's reasonable judgment. An Error is a
         Class 2 Error if it makes continued use of the Product seriously
         inconvenient and substantially reduces its value to Lilly, in Lilly's
         reasonable judgment. All other Errors are Class 3 Errors; in
         particular, all Documentation shortcomings and deviations and cosmetic
         errors that do not have the economic consequences defined for Class 1
         and Class 2 Errors shall be deemed Class 3 Errors.

         Maintenance Services shall include the services described herein.

         Support shall include, without limitation, providing a means for
         answering Lilly's questions concerning use of the Product, for
         providing assistance in solving problems encountered in Lilly's use of
         the Product, and for the reporting and correction of suspected Errors.

         Support Hours shall be *. In addition, support shall be available *.
         Beginning on January 1, 2002, Support Hours will be *. Until December
         31, 2001, Lilly may purchase additional support *.

2.       TERM AND TERMINATION.

         2.1.     TERM. The initial term of this Maintenance Agreement shall
                  commence upon the termination of the Warranty Period for the
                  Product covered by this Maintenance Agreement and continue
                  through December 31, 2001 (the "Initial Maintenance Term").
                  Each subsequent term shall be for a period of one (1) year and
                  this Maintenance Agreement shall be automatically renewed on
                  an annual basis unless earlier terminated as provided herein.

         2.2.     TERMINATION BY LILLY. After December 31, 2005, Lilly may
                  terminate the provision of Maintenance Services for the
                  Product covered by this Maintenance Agreement at any time upon
                  thirty (30) days prior notice to Licensor, whereupon the
                  obligations of the parties under this Maintenance Agreement
                  relating to such Product not expressly surviving shall cease.

         2.3.     TERMINATION BY LICENSOR. If Licensor no longer continues to
                  make Maintenance Services or comparable services thereto
                  generally available to its customers for such Product, the
                  obligations set forth in Section 5.9 Transitional Support of
                  this Maintenance Agreement shall apply. Thereafter, in either
                  event, Licensor may terminate the provision of Maintenance
                  Services to such particular Product.

         2.4.     TERMINATION BILLING. Licensor shall refund any prepaid charges
                  for Maintenance Services pro rata from the effective date of
                  any permitted termination. Lilly shall pay any charges for
                  Maintenance Services rendered pro rata to the effective date
                  of any permitted termination.

3.       CHARGES. Licensor shall invoice Lilly for charges due and payable for
         Maintenance Services as set forth on Exhibit A within thirty (30) days
         prior to each annual anniversary, and Lilly shall pay undisputed
         invoices within thirty (30) days of the date of invoice. Lilly shall
         not be obligated for any Maintenance Services of any kind rendered by
         Licensor except in accordance with this Maintenance Agreement.

4.       REINSTATEMENT. After any lapse of Maintenance Services, Lilly may
         reinstate Maintenance Services upon the terms and conditions of this
         Maintenance Agreement. The cost of reinstatement shall be what should
         be due at the time of reinstatement as though no lapse occurred, and,
         in addition, a penalty in the amount of ten percent of the maintenance
         charges Licensor could have billed Lilly, had Lilly continued
         Maintenance Services during the period of the lapse.

5.       SERVICE RESPONSIBILITIES.

         5.1.     MAINTENANCE. Licensor shall provide Lilly the Maintenance
                  Services described in this Maintenance Agreement with respect
                  to each covered Product, including providing Updates, Upgrades
                  and corrections. Licensor shall correct all Errors reported by
                  Lilly by means of the procedures established by this
                  Maintenance Agreement. Maintenance Services shall be performed
                  in a timely and professional manner by qualified maintenance
                  technicians familiar with each Product and its operation.
                  Licensor shall provide, upon Lilly's request, periodic reports
                  on the status of Maintenance Services requested by Lilly.

         5.2.     SUPPORT AND RESPONSE TIME. Licensor shall provide Support
                  during the Support Hours. Licensor will also have personnel on
                  call outside of the Support Hours from whom Lilly may request
                  Maintenance Services. Maintenance Services, both in and
                  outside of the Support Hours, shall be provided as set forth
                  below.

         5.3.     CALLING LIST. Licensor shall provide to Lilly, and keep
                  current, a list of persons and telephone numbers for Lilly to
                  contact for Support. Such Calling List shall include: (1) the
                  first contact for the answer or assistance desired, which
                  shall be the Help Desk, and (2) the persons in successively
                  more responsible or qualified positions to provide the answer
                  or assistance desired; provided however that Lilly must follow
                  the procedures for Error Reporting set forth below. Lilly
                  shall identify up to twenty (20) people at each site that may
                  contact Licensor for development and related support

         5.4.     ERROR REPORTING. If Lilly desires Maintenance Services, Lilly
                  shall contact Licensor's telephone support service in
                  accordance with the calling List. Licensor's duly qualified
                  personnel shall respond to Lilly's initial telephone call with
                  offsite telephone consultation, assistance, and advice
                  relating to Support of the Product * of Lilly's * for
                  Maintenance Services or, as to requests for assistance made
                  outside of the Support Hours, within *. If Licensor fails to
                  so respond; or if Lilly is unable, after * telephone Support
                  service; or if the designated person from the Calling List is
                  not available when Lilly makes contact with Licensor to obtain
                  consultation and assistance, then Lilly shall attempt to
                  contact the next more responsible or qualified person on

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                  the Calling List until contact is made and a designated person
                  responds to the call.

                  5.4.1.   After Lilly reports a suspected Class 1 or 2 Error,
                           Licensor shall provide a correction or workaround as
                           soon as possible. Lilly shall consult with Licensor
                           to convey the severity of the Error. If Licensor has
                           not diagnosed and corrected a Class 1 or Class 2
                           Error on the same day as Lilly's initial telephone
                           call, Lilly shall submit to Licensor a listing of
                           output and such other data as Licensor may request
                           and is reasonably available to Lilly in order to
                           reproduce operating conditions similar to those
                           present when Lilly detected such Error.

                  5.4.2.   For Class 1 Errors, Licensor shall provide a
                           correction or a workaround reasonable in Lilly's
                           judgment, in any event within * after *. Licensor
                           shall, upon Lilly's request and without limitation,
                           assign fully qualified technicians to work with Lilly
                           at Lilly's site without interruption (i.e., 24 hours
                           per day) until Licensor provides a Correction or
                           workaround reasonable in Lilly's judgment. Lilly
                           shall pay travel and expense costs in connection
                           herewith in accordance with Lilly's contractor travel
                           policy.

                  5.4.3.   For Class 2 Errors, Licensor shall provide a
                           correction or a workaround reasonable in Lilly's
                           judgment, in any event within * after *. Licensor
                           shall, upon Lilly's request and without limitation,
                           assign fully qualified technicians to work with Lilly
                           at Lilly's site during Lilly's regular business hours
                           until Licensor provides a Correction or a workaround
                           reasonable in Lilly's judgment. Lilly shall pay
                           travel and expense costs in connection herewith in
                           accordance with Lilly's contractor travel policy.

                  5.4.4.   For Class 3 Errors, Licensor shall correct such Error
                           by modifying the Product no later than the next
                           Upgrade, unless Licensor has scheduled release of
                           such Upgrade * after *, in which case Licensor shall
                           correct the Error in the following Upgrade.

         5.5.     UPDATES AND UPGRADES. Licensor shall provide to Lilly as part
                  of Maintenance Services Updates and Upgrades to the Product on
                  a schedule as is customary in the software industry, including
                  without limitation, whenever Licensor makes such Updates and
                  Upgrades generally available to its customers.

         5.6.     CONTINUING SUPPORT. Lilly may decline to install an Update or
                  Upgrade offered by Licensor. In such event. Licensor shall
                  continue the Maintenance Services for the most current Version
                  of the Software and the immediately preceding Version. For an
                  additional annual fee equal to *, for such extended support
                  ("Extended Support Fee"), Licensor shall continue the
                  Maintenance Services for whatever version of the Product that
                  is installed at Lilly, subject to Licensor's right to
                  terminate this Maintenance Agreement as permitted in Section
                  2.3 Termination by Licensor.

         5.7.     COMPATIBILITY. Licensor shall ensure that the technical
                  environment recommendations for the operating system software
                  to be used in conjunction with the Software shall at all times
                  be a supported version of said software.

         5.8.     EARLY VERSION. Licensor shall, upon Lilly's request, provide
                  early versions of Updates or Upgrades AS IS with no warranty
                  or maintenance coverage prior to general release in order to
                  provide development feedback. At Lilly's request, Licensor
                  will meet with Lilly at least quarterly to discuss general
                  interest features, the future design and development cycle for
                  the Product. Lilly may send a reasonable number of employees
                  to attend end-user group meetings sponsored by Licensor. Lilly
                  shall pay all out-of-pocket expenses associated therewith.

         5.9      TRANSITIONAL SUPPORT. If the provision of Maintenance Services
                  to a particular Product covered by this Maintenance Agreement
                  is terminated by Licensor as allowed in Section 2.3
                  Termination by Licensor, Licensor shall (ii) give Lilly at
                  least one hundred and eighty (180) day's prior notice, and
                  (ii) use commercially reasonable efforts to find for Lilly a
                  third party acceptable to Lilly to offer Maintenance Services
                  for such Product at a price comparable to the charges set
                  forth herein for as long as the Lilly uses the Product
                  commercially in the conduct of its business. Licensor shall
                  assist Lilly to achieve a smooth transition to any other
                  vendor of maintenance services after any termination of die
                  provision of Maintenance Services to a particular Product
                  covered by this Maintenance Agreement, or of this Maintenance
                  Agreement.

         5.10     MODIFICATIONS. Licensor shall provide, at Lilly's request, a
         total of twenty-four(24) hours per year of senior technical support to
         be used for training, custom modifications to the Product and/or
         on-site analysis.

6.       LILLY RESPONSIBILITIES.

         6.1.     SUSPECTED ERRORS. If Lilly discovers any suspected Error in
                  the Program, Lilly shall analyze the suspected Error to
                  determine if it is the result of Lilly's misuse or
                  misunderstanding of the Product or by the performance of a
                  third party before seeking Licensor's assistance.

         6.2.     UNAUTHORIZED MODIFICATIONS. In the event Licensor determines
                  that the problem reported by Lilly is directly related to
                  unauthorized alterations of the Product by Lilly or the
                  performance of a third party, then Licensor may charge for
                  employee time expended at the current time and material rates
                  agreed upon less discount in addition to reasonable
                  out-of-pocket expenses; or at Lilly's option; Licensor shall
                  be released from maintenance obligations for the modified
                  portion of the Product.

7.       BREACH AND REMEDIES. If Licensor does not deliver the correction for
         the suspected Error within the times allowed by Section 5, Service
         Responsibilities, even if Licensor has delivered a reasonable
         workaround. Licensor shall provide, within ten (10) days after such
         allowed times, a written analysis of the problem and a written plan to
         supply Lilly with a correction that will not degrade performance or
         functionality within ten (10) days after such allowed times. If Lilly
         rejects such plan and Licensor has not delivered a correction that will
         not degrade performance or functionality within ten (10) days of
         Lilly's notice of rejection. Licensor shall be considered to be in
         breach.

Eli Lilly and Company
Software License Agreement - December, 2000 Edition 1.0

                                                                               5
<PAGE>

                              APPENDIX B - NOTICES

If to Lilly:

        Global Sourcing Manager - IT Procurement
        Eli Lilly and Company
        Lilly Corporate Center
        Indianapolis, Indiana 46285

With a copy to:

        Eli Lilly and Company
        Lilly Corporate Center
        Indianapolis, Indiana 46285
        Attn: General Counsel

If to Licensor:

        Phase Forward Incorporated
        1440 Main Street
        Waltham,MA 02451
        Attn: Chief financial Officer

With a copy to:

        Phase Forward Incorporated
        1440 Main Street
        Waltham, MA 02451
        Attn: General Counsel

Eli Lilly and Company
Software License Agreement - December, 2000 Edition 1.0

                                                                               3

<PAGE>

               APPENDIX A - 2 ADDITIONAL SOFTWARE AND PROVISIONS

This Appendix A-2 is entered into between Eli Lilly and Company ("Lilly") and
Phase Forward Incorporated ("Licensor") pursuant to the Software License
Agreement between the parties dated March 15, 2001 (the "Agreement"). The
Effective Date of this Appendix - 2 shall be the date of last execution below.

I.    FEES AND TERM.
1.    DESCRIPTION OF SOFTWARE.

<TABLE>
<CAPTION>
QUANTITY              DESCRIPTION                 LICENSE TERM    TOTAL COST      ANNUAL MAINTENANCE
--------  ------------------------------------    ------------    ----------      ------------------
<S>       <C>                                     <C>             <C>             <C>
          Clintrial Integration Solution (CIS)       4 years           *                    *
</TABLE>

2.    INITIAL TERM OF LICENSE(S): Commences on the Effective Date and continues
      through December 31, 2006.

The parties hereto expressly declare that in the event of a conflict between the
provisions of this Appendix - 2 and the Agreement, the provisions of this
Appendix - 2 shall prevail. Notwithstanding any sections in the Agreement
relating to the term of licenses, the preceding sentence shall in particular,
but not exclusively, apply to the license term as set forth above. For avoidance
of doubt, any license term specified in this or any other License Order Schedule
shall supersede the license term stated in any section of the Agreement.

3.    PAYMENT FOR SOFTWARE

Lilly shall pay Licensor * for the license of the Software, payable
as follows:

<TABLE>
<S>             <C>     <C>     <C>     <C>
                *
DATE            *       *       *       *
Amount          *       *       *       *
</TABLE>

4.    WARRANTY

Notwithstanding anything in the Agreement to the contrary, the Software Warranty
Period for CIS shall commence on June 30, 2003 and continue for * days
thereafter.

II.   ADDITIONAL PROVISIONS.

1.    RENEWAL TERMS.

After the Initial Term, Lilly shall have the right, but not the obligation, to
renew the CIS License for an additional 6 years. Should Lilly exercise such
option, the license will be automatically renewed for successive one-year terms
(each, a "Renewal Term") at the rates set forth below for calendar years
2007-2012, unless Licensee provides written notice to Phase Forward at least
thirty (30) days prior to the beginning of any Renewal Term that Licensee does
not wish such license to be renewed. Following 2012, increases in License fees
for CIS will be limited to *.

<TABLE>
<S>             <C>     <C>     <C>     <C>     <C>     <C>
DATE            *       *       *       *       *       *
Amount          *       *       *       *       *       *
</TABLE>

2.    INFORM SOFTWARE MAINTENANCE

If Lilly elects to continue maintenance services for the InForm software in
calendar years 2006 or 2007, then the maintenance fee for each year shall be *.

3.    The parties acknowledge that Section 6 of the Agreement shall not apply to
      this Appendix 2-A.

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

ELI LILLY AND COMPANY                   LICENSOR

By: /s/ Larry B. Darrah                 By: /s/ William G. Porter
    --------------------------------        ----------------------------
Name: Larry B. Darrah                   Name: William G. Porter
Title: Global Sourcing Manager II       Title: Vice President, Finance
                                                  Phase Forward Incorporated
Date: 30 June, 2003                     Date: June 30, 2003