Exhibit 10.12

AMENDED AND RESTATED  CHANGE-IN-CONTROL  AGREEMENT FOR CERTAIN  EXECUTIVES OF SYNAVANT Inc.

|PERSONAL AND CONFIDENTIAL |  | December 26, 2002
|------------------------- |  | -----------------

Mr. Clifford
A. Farren, Jr.
Chief Financial Officer
SYNAVANT Inc.
3445 Peachtree Road, NE Suite 1400
Atlanta, GA 30326

Dear
Mr. Farren:

On
October 24, 2000, Synavant Inc. (the "Company") entered into a Tier II Change-in-Control Agreement for Certain Executives of Synavant Inc.
with you (the "Prior Agreement"). Under the Prior Agreement, the Board of Directors of the Company (the "Board") recognized that that the possibility of a change in ownership or control of the Company
could result in your departure or distraction to the detriment of the Company and its stockholders. Additionally, under the Prior Agreement, the Company
determined that your ability to perform your responsibilities and utilize your talents for the benefit of the Company, and the Company's ability to retain you as an employee, would be significantly
enhanced if you were provided with fair and reasonable protection from the risks of a change in ownership or control of the Company. Accordingly, in order to induce you to remain in the employ of the
Company, the Company agreed to provide you with certain rights in the event of a termination of your employment in connection with a change in ownership or control of the Company.

In
contemplation of the anticipated sale of assets of the Company and, immediately thereafter, the merger of the Company (together, the "Transactions"), the Board has determined that it
is in the best interests of the stockholders of the Company to amend and restate your Prior Agreement. As you are a skilled and dedicated executive, with important management responsibilities and
talents, the Company believes that its best interests will be served if you are encouraged to remain with the Company through the closing of these contemplated Transactions. The Company also believes
that the best interests of its stockholders will further be served if you agree to be bound by a covenant not to compete and not to solicit employees with the Company and its successors in interest
(both to the assets of the Company and the Company as the surviving corporation after the merger) through any termination of your employment and for a specified period of time thereafter, as well as a
covenant not to disclose confidential information and that certain payments and benefits to which you are entitled under the Prior Agreement are paid to you prior to December 31, 2002.
Accordingly, in order to induce you to remain in the employ of the Company through the closing of the contemplated transactions and to enter into the restrictive covenants described in the immediately
preceding sentence, you and the Company agree as follows:

1.Term of Agreement.

(a)Generally.Except as provided in Section 1(b) hereof, (i) this Agreement shall be effective as
of the date hereof and shall continue in effect through December 31, 2003 and (ii) commencing on January 1, 2004 and each January 1 thereafter, this Agreement shall be
automatically extended for one additional year unless, not later than September 30th of the preceding year, either party to this Agreement gives notice to the other that the Agreement shall not
be extended under this Section 1(a).

(b)Upon a Change in Control.If a Change in Control shall have occurred at any time during the period in which
this Agreement is effective, this Agreement shall continue in effect for (i) the remainder of the month in which the Change in Control occurred and (ii) a term of 24 months beyond

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the month in which such Change in Control occurred (such entire period hereinafter referred to as the "Protected Period").

2.Change in Control; Potential Change in Control.

(a)"Change in Control" Defined.    A "Change in Control" shall be
deemed to have occurred if, during the term of this Agreement:



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(b)"Potential Change in Control" Defined.    A "Potential Change
in Control" shall be deemed to have occurred if:



(c)Employee Covenants.    You agree that, subject to the terms and
conditions of this Agreement, in the event of a Potential Change in Control, you will remain in the employ of the Company until the earliest of (i) a date which is 180 days after the
occurrence of a Potential Change in Control, (ii) the termination of your employment by reason of Disability (as defined herein) or (iii) the date on which you first become entitled
under this Agreement to receive the benefits provided in Section 3(b) hereof. You also agree to be bound by, and that your payments provided in Section 3(b) and 5(a) are subject to your
compliance with, the restrictive covenants set forth in Section 5 of this Agreement.

(d)Company Covenant Regarding Potential Change in Control.    Upon
the consummation of any Change in Control, the Company shall deposit cash, in an amount sufficient to provide for full payment of all potential obligations of the Company that would arise under this
Agreement upon the occurrence of a Change in Control and a subsequent termination of your employment under Section 3(b), into one or
more grantor trusts (within the meaning of subpart E, part I, subchapter JU, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, also known as a "rabbi trust") established
by the Company for such purpose. Such rabbi trust(s) shall be irrevocable and shall provide that the Company may not, directly or indirectly, use or recover any assets of the trust(s) until such time
as all obligations which potentially could arise hereunder have been settled and paid in full, subject only to the claims of creditors of the Company in the event of insolvency or bankruptcy of the
Company. For purposes of this Section 2(d), the "consummation of a Change in Control" shall be deemed to have occurred upon the closing of any of the transactions described in
Section 2(a), which shall include, for the avoidance of doubt, (i) with respect to Section 2(a)(iii), the date on which the transaction or series of transactions that is approved
by the stockholders of the Company is completed, and not the approval itself and (ii) with respect to Section 2(a)(iv), the date on which the transaction contemplated under the plan or
agreement that is approved by the stockholders of the Company is completed, and not the approval itself.

(e)Consideration for Amendment and Restatement of the Prior
Agreement.    In consideration for your agreeing to amend and restate your Prior Agreement, the Company shall, no later than December 31, 2002, pay you a lump
sum amount, in cash, equal to $66,000.00. In addition to the foregoing, the Company shall, no later than December 31, 2002, pay you a lump sum amount, in cash, equal to $22,000.00 (equal to
twenty percent (20%) of your target annual bonus for fiscal year 2002), as payment for your annual bonus in respect of 2002.

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3.Termination.

(a)Termination by the Company for Cause, by You Without Good Reason, or by Reason of Death or
Disability.    If during the Protected Period your employment by the Company is terminated by the Company for Cause, by you without Good Reason, or because of your
death or Disability (as such terms are hereinafter defined), the Company shall be relieved of its obligation to make any payments to you other than (i) its payment of amounts otherwise accrued
and owing but not yet paid and (ii) any amounts payable under then-existing employee benefit programs at the time such amounts are due.

(b)Termination by the Company Without Cause or by You for Good
Reason.    If during the Protected Period your employment with the Company is terminated by the Company without cause or by you for Good Reason, you shall be entitled
to the compensation and benefits described in this Section 3(b). If your employment with the Company is terminated without Cause prior to a Change in Control at the request of a Person engaging
in a transaction or series of transactions that would result in a Change in Control, the Protected Period shall commence upon the subsequent occurrence of a Change in Control, your actual termination
shall be deemed a termination occurring during the Protected Period and covered by this Section 3(b), your Date of Termination (as hereinafter defined) shall be deemed to have occurred
immediately following the Change in Control, and Notice of Termination (as hereinafter defined) shall be deemed to have been given by the Company immediately prior to your actual termination. Your
continued employment shall not constitute consent to, or a waiver of rights with
respect to, any circumstances constituting Good Reason hereunder. The compensation and benefits provided under this Section 3(b) are as follows:



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(c)Excise Tax Gross-Up; Limited Reduction in Severance Payment to Avoid Excise
Tax.



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(d)Time of Payment.    The payments provided for in Sections
3(b)(ii), 3(b)(iii) and 3(c) hereof shall be made not later than the fifteenth day following the Date of Termination; provided, however, that if the amount of such payments cannot be finally
determined on or before such day, the Company shall pay to you on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder
of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day
after the Date of Termination.

(e)Notice.    During the Protected Period, any purported
terminationofyour employment by the Company or by you shall be communicated by written Notice of Termination to the other party hereto.

(f)Certain Definitions.    Except asotherwise indicated in this Agreement, all definitions in this
Section 3(f) shall be applicable during the Protected Period only.



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4.Mitigation.Except as provided in Section 3(b)(iv) and
(v) hereof, you shall not be required to mitigate the amount of payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of payment or benefit
provided for under this Agreement be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed
by you to the Company, or otherwise.

5.Restrictive Covenants.

(a)Consideration for Entering into Restrictive Covenants.    In
consideration for your agreeing to be bound by the following restrictive covenants, the Company hereby agrees to pay you an amount equal to $100,000, payable in a lump sum cash payment within ten
(10) business days after the date of your termination of employment with the Company for any reason. You hereby acknowledge that the above-referenced consideration (individually and in the
aggregate), the sufficiency and adequacy of which is hereby acknowledged, is in addition to anything of value to which you are already entitled and is given in exchange for the provisions hereof.

(b)Covenant Not to Compete.    In consideration for the payments
provided for in Section 5(a) above, you hereby agree that, without the Company's prior written consent, effective as of the date of this Agreement, for so long as you are employed by the
Company or one of its Subsidiaries (and any successors in interest therein), and for a period of two (2) years thereafter (the "Noncompete
Period"), you shall not directly or indirectly, either as principal, manager, agent consultant, officer, stockholder, partner, investor, lender, employee or in any other
capacity, engage in or have any financial interest in any Competitive Business (as hereinafter defined) in the Territory (as defined herein) and in a capacity identical to or similar to the capacity
in which you worked at the Company. Nothing in this Section 5(b) shall be construed so as to preclude you from investing in any publicly or privately held company, providedthat your beneficial
ownership of any class of such company's securities does not exceed 2% of the outstanding securities of such class. For
purposes of this Agreement, a "Competitive Business" is any corporation, partnership, or any other business or firm that principally engages in the
business of, and competes directly with, any of the businesses owned or operated by the Company, its

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Subsidiaries or affiliates (including any parent company) and any successors thereto (the "Restricted Group") in the sale, representation or marketing
of computer programs, or any related services, for the collection and/or dissemination of sales and/or marketing information for pharmaceutical manufacturers, over-the-counter
("OTC") pharmaceutical manufacturers or manufacturers of biotech or vaccine products (with said Competitive Businesses including, without limitation, Siebel Systems, Inc., Dendrite
International, Inc., Aurum Software (a Baan Company), Epsilon, Phoenix Marketing, J. Nipper & Company, C3i-Inc. and their affiliates and successors thereto). The "Territory"
shall be defined to be the following geographic areas: City of Atlanta, the counties of Clayton, Cobb, Coweta, Dekalb, Douglas, Fayette, Forsyth, Fulton, Gwinnett and Henry, Georgia and the counties
of Bergen, Morris, Ocean, and Passaic, New Jersey. You acknowledge that the Company conducts its business within the Territory, that you will perform services for and on behalf of the Company within
the Territory, and that this Section (and the Territory) is a reasonable limitation on your ability to compete with the Company.

(c)Covenant Not to Disclose Confidential Information.    During
the Noncompete Period, you shall not disclose or use at any time any Confidential Information (as defined below) of which you are or become aware, whether or not such information is developed by you,
except to the extent that such disclosure or use is (x) directly related to and required by your performance of duties, if any, assigned to you by the Company or (y) required by law. As
used in this Agreement, the term "Confidential Information" means information that is not generally known to the public and that is used, developed or
obtained by the Restricted Group in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs,
(iv) computer software, including operating systems, applications and program listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and
business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers and
clients and customer or client lists, (x) other copyrightable works, (xi) all technology and tradesecrets, and (xii) all similar and related information in whatever form,
including any of the foregoing relating to research, operations, finances, current and proposed products and services, vendors, customers, advertising and marketing, and other non-public,
proprietary, and confidential information of the Restricted Group. Confidential Information will not include any information that has been published in a form generally available to the public prior
to the date you propose to disclose or use such information. You acknowledge and agree that all copyrights, works, inventions, innovations, improvements, developments, patents, trademarks and all
similar or related information which relate to the actual or anticipated business of the Company and its Subsidiaries (including its predecessors and successors) and conceived, developed or made by
you while employed by the Company or its successors in interests belong to the Company (or its predecessors or successors). You hereby agree to perform all actions reasonably requested by the Company
or its successors in interests (whether during or after the Noncompete Period) to establish and confirm such ownership at the Company's expense (including without limitation assignments, consents,
powers of attorney and other instruments).

(d)Covenant Not to Solicit Customers or Employees.    You agree,
during the Noncompete Period, not to:



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(e)Limitations on Restrictive Covenants.    For purposes hereof,
these covenants not to compete/not to solicit shall not apply with respect to any member of the Restricted Group unless the principal business thereof is a Competitive Business. It is understood and
agreed by you that the parties hereto have attempted to limit your right to compete only to the extent necessary to protect the Company from unfair competition. You acknowledge that the covenants and
promises contained in this Section 5 are not intended to restrict you in the exercise of your skills or the use of knowledge or information that does not rise to the level of a trade secret
under applicable law or Confidential Information of the Company (to which trade secrets and Confidential Information you will have access and make use of during employment with the Company). It is
acknowledged by the parties hereto that the purpose of these covenants and promises is (and that they are necessary) to protect the Company's legitimate business interests, to protect the Company's
investment in the specialized training provided to (and skills obtained by) you during your employment in addition to the overall development of its business and the good will of its customers, and to
protect and retain (and to prevent you from unfairly and to the detriment of the Company utilizing or taking advantage of) such business trade secrets and Confidential Information of the Company and
those contacts and relationships (including those with customers and employees of the Company) which you established due to your employment with the Company. This Agreement is not intended to preclude
your opportunity to engage in or otherwise pursue occupations in any unrelated or non-competitive field of endeavor, or to engage in or otherwise pursue directly competitive endeavors so
long as they meet the requirements of this Agreement. You represent that your experience and abilities are such that existence or enforcement of these covenants and promises will not prevent you from
earning or pursuing an adequate livelihood and will not cause an undue burden to you or your family. You acknowledge that these covenants and promises (and their respective time, geographic, and/or
activity limitations) are reasonable and that said limitations are no greater than necessary to protect said legitimate business interests in light of your position with the Company and the Company's
business, and you agree to strictly abide by the terms hereof.

(f)Enforcement; Specific Performance.    Notwithstanding clauses
(b), (c), (d) or (e) above, if at any time a court holds that the restrictions stated in such clauses are in whole or in part unreasonable or otherwise unenforceable under circumstances
then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period,
scope or area. Because your services are unique and because you have had access to Confidential Information, you agree that money damages will be an inadequate remedy for any breach of this
Section 5 by you. Accordingly, you understand, acknowledge and agree that in the event of a breach or threatened breach of any of clause of this Section 5, the Restricted Group shall
suffer irreparable injury for which there is no adequate remedy at law, and the Company or its successors or assigns will therefore be entitled to temporary, preliminary, or permanent injunctive
relief from the courts enjoining said breach or threatened, in addition to other rights and remedies existing in their favor (without the posting of a bond or other security). You further acknowledge
that the Company or its successors or assigns also shall have the right to seek any other damages, relief, or remedies at law as well as or in lieu of equitable relief in the event of any such breach.

(g)Review and Voluntariness of Agreement.    You acknowledge that
you have had an opportunity to read, review, and consider the provisions of this Agreement, that you have in fact read and do understand such provisions, and that you have freely, voluntarily,
knowingly, and without coercion entered into this Agreement.

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6.Costs of Proceedings.The Company shall pay all costs and expenses, including all
attorneys' fees and disbursements, of the Company and, at least monthly, you in connection with any legal proceedings, whether or not instituted by the Company or you, relating to the interpretation
or enforcement of any provision of this Agreement; provided that if it is determined that you instituted the proceeding and a finding (no longer subject to appeal) is entered that you instituted the
proceeding in bad faith, you shall pay all of your costs and expenses, including attorneys' fees and disbursements. The Company shall pay prejudgment interest on any money judgment obtained by you as
a result of such proceeding, calculated at the prime rate of The Chase Manhattan Bank as in effect from time to time from the date that payment should have been made to you under this Agreement.

7.Successors; Binding Agreement.

(a)Successor to Company to Assume Obligations.    The Company
shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets and/or interests of the Company to
expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this
Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets and/or interests as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.

(b)Employee's Successors.    This Agreement shall inure to the
benefit of and be enforceable by you and your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of your death, all
amounts otherwise payable to you hereunder shall, unless otherwise provided herein, be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no
such designee, to your estate.

8.Notices.Notices and all other communications provided for in this Agreement shall be
in writing and shall be deemed to have been duly given when (a) personally delivered or (b) mailed by United States certified or registered mail, return receipt requested, postage
prepaid, addressed to the respective addresses set forth on the first page of this Agreement; provided that all notice to the Company shall be directed to the attention of the Board with a copy to the
General Counsel of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective
only upon receipt.

9.Miscellaneous.No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be designated by the Board. No waiver by either party hereto at any time of any breach
by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the time or at any prior or subsequent time. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Georgia without
regard to its conflicts of law principles. All references to sections of the Exchange Act or the Code shall be deemed also to refer to
any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law. The obligations of the
Company under this Agreement shall survive the expiration of this Agreement to the extent necessary to give effect to this Agreement.

10.Validity.The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

11.Counterparts.This Agreement may be executed in counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the same instrument.

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12.Entire Agreement.This Agreement sets forth the entire agreement of the parties
hereto in respect of the subject matter contained herein and during the term of this Agreement supersedes the provisions of the Prior Agreement and all other prior agreements, promises, covenants,
arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereof with respect to the subject matter contained
herein.. The payments and benefits provided for in this Agreement are in lieu and full satisfaction of all other payments and benefits that would otherwise be due and payable under the Prior
Agreement. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this
Agreement. Notwithstanding anything to the contrary in this Agreement, in the event of any conflict between the procedural provisions of any other employee benefit plan, agreement, program, policy or
arrangement of the Company and the procedural provisions of this Agreement as they relate to the payment or provision of benefits payable or to be provided as a result of a Change in Control (or other
change in control), the procedural provisions of this Agreement shall apply with respect to such payment or provision to any such employee benefit plan, agreement, program, policy or arrangement of
the Company.

If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this
letter, which will then constitute our agreement on this subject.

|                                                   |  | SYNAVANT INC.
|-------------------------------------------------- |  | -------------
|                                                   |  | By           
|                                                   |  | Title:       
|EMPLOYEE:                                          |  |              
|/s/ Clifford A. Farren, Jr.Clifford A. Farren, Jr. |  |              

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