**Exhibit 10.35**

 
|   | DENDRITE®                                        |
|--------|-------------------------------------------------------|
|   | 1200 MT. KEMBLE AVENUE MORRISTOWN, NJ  07960-6797 USA |

 

Mr. Mark Theilken[          ][          ]

Dear Mark:

 

We would like to confirm the terms and conditionsof your employment with Dendrite International, Inc. (“Dendrite”).

 

**DENDRITESPECIFIC TERMS & CONDITIONSOF EMPLOYMENT**

 

**1.**                                      **TERM.** You will be employed as aSenior Vice President of Dendrite. Your employment will be at-will and may beterminated at any time for any reason with or without Cause by Dendrite.

 

**2.**                                      **DUTIES.** You shall initially reportto the President and Chief Operating Officer or his/her designee. You shallperform those duties as may from time to time be assigned to you and shall carryout any assignments related to Dendrite or its affiliates as directed. You agreeto devote your full-time attention, energy, knowledge, skill and best effortssolely and exclusively to the duties assigned to you. You agree to comply withall policies and directives of Dendrite.

 

**3.****                                      COMPENSATION.**

 

(i)                                     BaseSalary. Dendrite shall pay you for your services a base salary at a rate of$275,000 per annum to be paid on a semi- monthly basis in accordance withDendrite’s regular payroll practices. Your base salary will be reviewed anddetermined on an annual basis by the Board.

 

(ii)                                  Bonus.You will be eligible to receive an annual discretionary bonus (the “Bonus”)with a target of $275,000, payable in the next payroll period occurring atleast two weeks after Dendrite publicly discloses its financial results at theend of the fiscal year; provided, however, that the payment of the Bonus issubject to: (a) Dendrite’s achievement of financial goals as set forth inDendrite’s Board of Director’s (the “Board”) approved annual business plan, (b) suchother objectives as may be determined by Dendrite from time to time, (c) youremaining in the employ of, and not giving notice of termination to, Dendriteas of the end of any such fiscal year and (d) the terms and conditions ofDendrite’s bonus plan program or practice in effect from time to time, as may beamended. Your discretionary bonus will be reviewed and determined on an annualbasis by the Board. For 2004, you will be eligible for a pro-rata portion ofany such bonus.

 
|   | DENDRITE®  INTERNATIONAL INC.                 |
|--------|----------------------------------------------------|
|   | TEL 973.425.1200 FAX 973.425.1919 www.dendrite.com |

 

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(iii)                               StockOptions. Pursuant to the terms of Dendrite’s 1997 Stock Plan, as amended(the “Stock Plan”), upon the execution of this Agreement, you shall be eligibleto receive non-qualified options to purchase 200,000 shares of the common stockof Dendrite. The price for such options shall be determined by the OptionCommittee and Compensation Committee of the Board. Your entitlement to suchoptions shall be subject to (i) a four-year sales restriction, (ii) approvalby the Board, (iii) your execution of a definitive option agreement inform and substance satisfactory to Dendrite and (iv) in all instancessubject to the terms and conditions of the Stock Plan.

 

(iv)                              Relocation.Dendrite will provide you with relocation benefits in accordance withthe terms and conditions of the Dendrite International Domestic RelocationPolicy “the “Relocation Policy”). You will be provided with a one-time lump summiscellaneous allowance of $30,000 (minus applicable taxes) to cover ancillaryexpenses associated with this relocation. This lump sum is in lieu of the one-timemiscellaneous allowance equal to one month’s salary set forth in the RelocationPolicy.  In the event that prior to yourfirst anniversary of your employment (i) you voluntarily terminate your employmentwith Dendrite for any reason whatsoever, or (ii) your employment isterminated by Dendrite for Cause, you agree to pay to Dendrite within 90 daysof the termination of your employment all amounts paid to you or on your behalfassociated with your relocation. You authorize Dendrite to immediately offsetagainst and reduce an amounts otherwise due you for any amounts in respect ofyour obligation to repay such amounts.

 

**4.****                                      TERMINATION:SEVERANCE**

 

(a)                                  Uponyour termination of employment by Dendrite for any reason other thantermination by Dendrite for Cause, Disability or upon your death, you shallsolely be entitled to (subject to any applicable off-sets) applicable paymentsand benefits in Section 4(b), your base salary through the date of yourtermination, and payment for any unused but accrued vacation days through thedate of termination.

 

(b)                                 Ifyour employment hereunder is terminated by Dendrite for any reason other thandeath, Cause, or Disability, you shall be entitled to receive severance paymentsin an aggregate amount equal to the sum of twelve (12) months base salary(calculated at the rate of base salary then being paid to you as of the date oftermination). The severance payments to be paid to you under this Section 4(b) shallbe referred to herein as the “Severance Payment”. Your Severance Payment shallbe paid by Dendrite in cash in twelve (12) consecutive equal monthly paymentscommencing not later than thirty (30) days after the effective date of thetermination of your employment. No interest shall accrue or be payable on orwith respect to any Severance Payment. In the event of a termination of youremployment described in this Section 4(b), you shall be provided continued“COBRA” coverage pursuant to Sections 601 et seq. of ERISA under Dendrite’sgroup medical and dental plans. During the period which you receive theSeverance Payment, your cost of COBRA coverage shall be the same as the amountpaid by employees of Dendrite for the same coverage under Dendrite’s grouphealth and dental plans. Notwithstanding the foregoing, in the event you becomere-employed with another employer and become eligible to receive healthcoverage from such employer, the payment of COBRA coverage by Dendrite asdescribed herein shall cease.

 

(c)                                  Thefollowing severance payment only applies in the event of a Change in Control.If your employment hereunder is terminated within the (1) year following aChange in Control by you for Good Reason, you shall be entitled to receive the severancepayments and payment of

 

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COBRA coverage on the same terms andconditions as set forth in Section 4(b) above. For purposes ofclarification, under no circumstances are you entitled to receive paymentsunder both Sections 4(b) and 4(c).

 

(d)                                 Themaking of any Severance Payments under Sections 4(b) or 4(c) hereunderis conditioned upon the signing of a general release in form and substancesatisfactory to Dendrite under which you release Dendrite and its affiliatestogether with their respective officers, directors, shareholders, employees,agents and successors and assigns from any and all claims you may have againstthem. In the event you breach Sections 6, 7, 8, 9, 10, 11, or 12 of thisAgreement, in addition to any other remedies at law or in equity, Dendrite maycease making any Severance Payment or any payments for COBRA coverage otherwisedue under Sections 4(b) or 4(c). Nothing herein shall affect any ofyour obligations or Dendrite’s rights under this Agreement.

 

(e)                                  Inthe event you terminate your employment with Dendrite or Dendrite terminatesyour employment with Dendrite for “Cause” or your employment ends as a resultof your death or becoming “Disabled,” it is understood and agreed thatDendrites only obligation is to pay you any unused but accrued vacation daysand your base salary through the date of your termination.

 

**5.****                                      BENEFITS.**Dendrite shall provide your:

 

(i)                                     Vacation.Twenty (20) days vacation per annum in accordance with Dendrite policy ineffect from time to time. For calendar year 2004, you will be eligible for fifteen(15) days in accordance with Dendrite policy in effect from time to time.

 

(ii)                                  BusinessExpenses. Reimbursement for all reasonable travel, entertainment and otherreasonable and necessary out-of-pocket expenses incurred by you in connectionwith the performance of his duties. Reimbursement will be made upon the submissionby you of appropriate documentation and verification of the expenses.

 

(iii)                               Other. Dendritewill provide you other benefits to the same extent as may be provided to otheremployees generally in accordance with Dendrite policy in effect from time totime and subject to the terms and conditions of such benefit plans.

 

**DENDRITEGENERAL TERMS & CONDITIONSOF EMPLOYMENT**

 

**6.****                                      INFORMATIONAND BUSINESS OPPORTUNITY.** During your employment with Dendrite, you mayacquire knowledge of (i) information that is relevant to the business ofDendrite or its affiliates or (ii) knowledge of business opportunitiespertaining to the business in which Dendrite or its affiliates are engaged. Youshall promptly disclose to Dendrite that information or business opportunitybut shall not disclose it to anyone else without Dendrite’s written consent.

 

**7.****                                      DENDRITEAND CLIENT CONFIDENTIAL INFORMATION.**You will, as a result of youremployment with Dendrite, acquire information which is proprietary andconfidential to Dendrite. This information includes, but is not limitedto, Dendrite’s proprietary software, technical and commercial information,instruction and product information, the design, “look and feel” and

 

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capabilities of Dendrite’s product, Dendrite’s proprietary trainingprogram methodology regarding the utilization of electronic territory managementsoftware and associated customer support services, Dendrite’s methodology forpromoting its products and services to its clients, Dendrite’s proprietaryGraphic User Interface, the navigational paths though which Dendrite’s clientsinput and access information stored in the proprietary software, theparticularized needs and demands of Dendrite’s clients and the customizationsDendrite makes to its proprietary software to meet those clients’ needs,financial arrangements, salary and compensation information, competitivestatus, pricing policies, knowledge of suppliers, technical capabilities,discoveries, algorithms, concepts, software in any stage of development,designs, drawings, specifications, techniques, models, data, technical manuals,training guides and manuals, research and development materials, processes,procedures, know-how and other business affairs relating to Dendrite.   Confidentialinformation also includes any and all technical information involving Dendrite’swork. In addition, Dendrite may, from time to time, be furnished informationand data which is proprietary and confidential to its clients, customers orsuppliers. You agree to keep all confidential information of Dendrite and itclients confidential and agree not reveal it at any time without the expresswritten consent of Dendrite. This obligation is to continue in force afteremployment terminates for whatever reason.

 

**8.****                                      RETURNOF PROPERTY.** Upon termination of employment for any reason or upon therequest of Dendrite, you shall return to Dendrite all property which youreceived or prepared or helped prepare in connection with his employmentincluding, but not limited to, all copies of any confidential information ormaterials, disks, notes, notebooks, blueprints, customer lists and any and allother papers or material in any tangible media or computer readable formbelonging to Dendrite or to any of its customers, clients or suppliers, and youwill not retain any copies, duplicates, reproductions or excerpts thereof.

 

**9.****                                      INVENTIONS.**All work performed by you and all materials, products, deliverables,inventions, software, ideas, disclosures and improvements, and copyrightedmaterial made or conceived by you, solely or jointly, in whole or in part,during your employment with Dendrite shall be the property of Dendrite andshall be deemed to be a work made for hire. To the extent that title to any ofthe foregoing shall not, by operation of law, vest in Dendrite, all right,title and interest therein are hereby irrevocably assigned to Dendrite. Youagree to give Dendrite or any person or entity designated by Dendritereasonable assistance required to perfect its rights therein.

 

**10.****                               RESTRICTIONON FUTURE EMPLOYMENT.** You acknowledge: (i) the highly competitivenature of the business and the industry in which Dendrite competes; (ii) asa Senior Vice President, you will acquire and have access to confidentialinformation as described in Section 7, particularly highly sensitivefinancial, sales, and marketing information, (iii) that, as a key employeeof Dendrite, you will participate in the servicing of current clients and/orthe solicitation of prospective clients, through which, among other things, youwill obtain knowledge of the “know-how” and business practices of Dendrite, inwhich matters Dendrite has a substantial proprietary interest; and (iv) thatyour employment hereunder requires the performance of services which arespecial, unique, extraordinary and intellectual in character, and your positionwith Dendrite places you in a position of confidence and trust with the clientsand employees of Dendrite. In the course of your employment with Dendrite, youwill develop a personal relationship with the clients of Dendrite and aknowledge of those client’s affairs and requirements, and that the relationshipof Dendrite with its established clientele will continue be placed in your handin confidence and trust. You consequently agree that it is reasonable andnecessary for the protection of the confidential information, goodwill andbusiness of Dendrite that you make the covenants contained herein and

 

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that Dendrite would not have entered into this Agreement unless thecovenants set forth in this Section 10 were contained in this Agreement. Accordingly,you agree that during the period that you are employed by Dendrite and for aperiod of two (2) years thereafter, you shall not, as an individual,employee, consultant, partner, shareholder, or in association with any otherperson, business or enterprise, except on behalf of Dendrite, directly orindirectly, and regardless of the reason for you ceasing to be employed byDendrite:

 

(i)                                     performservices that compete with the business or businesses conducted by Dendrite orany of its affiliates or render services to any person or entity which competeswith the business or businesses conducted by Dendrite or any of its affiliates(or which business Dendrite can at the time of you termination of employmentestablish it will likely conduct within one (1) year following the date ofyour termination);

 

(ii)                                  attemptin any manner to solicit or accept from any client business of the typeperformed by Dendrite or to persuade any client to cease to do business or toreduce the amount of business which any such client has customarily done or isreasonably expected to do with Dendrite, whether or not the relationshipbetween Dendrite and such client was originally established in whole or in partthrough your efforts;

 

(iii)                               employ,attempt to employ or assist anyone else in employing any employee or contractorof Dendrite or induce or attempt to induce any employee or contractor ofDendrite to terminate their employment or engagement with Dendrite; or

 

(iv)                              renderto or for any client any services of the type rendered by Dendrite.

 

As used in this Section 10, the term “client” shall mean (1) anyonewho is a client of Dendrite on the date of your termination or, if youremployment shall not have terminated, at the time of the alleged prohibitedconduct (any such applicable date being called the “Determination Date”); (2) anyonewho was a client of Dendrite at any time during the one (1) year periodimmediately preceding the Determination Date; (3) any prospective clientto whom Dendrite had made a new business presentation (or similar offering ofservices) at any time during the one (1) year period immediately precedingthe Determination Date; and (4) any prospective client to whom Dendritemade a new business presentation (or similar offering of services) at any timewithin six (6) months after the date of your termination (but only if theinitial discussions between Dendrite and such prospective client relating tothe rendering of services occurred prior to the date of your termination, andonly if you actively participated in or supervised such discussions). Forpurposes of this clause, it is agreed that a general mailing or an incidentalcontact shall not be deemed a “new business presentation or similar offering ofservices” or a “discussion”. In addition, if the client is part of a group ofcompanies which conducts business through more than one entity, division oroperating unit, whether or not separately incorporated (a “Client Group”), theterm “client” as used herein shall also include each entity division and operatingunit of the Client Group where the same management group of the Client Grouphas the decision making authority or significant influence with respect tocontracting for services of the type rendered by Dendrite.

 

For a two (2) year period after the terminationof your employment for any reason whatsoever, you agree to promptly notifyDendrite in writing the identity of all subsequent employers. You agree toprovide such information as Dendrite may from time to time request to determineyour compliance with the terms of this Agreement.

 

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**11.****                               NON-DISPARAGEMENT.**You agree that you will not at any time make any statement, observation oropinion, or communicate any information (whether oral or written) that islikely to come to the attention of any client or employee of Dendrite or anymember of the media, which statement is derogatory of or casts in a negativelight Dendrite or its officers, directors and employees or otherwise engage inany activity which is inimical to the interests of Dendrite.

 

**12.****                               OUTSIDECONTRACTING.** You shall not enter into any agreements to provideprogramming or other services to any company, person or organization outside ofyour employment by Dendrite without the prior written express consent fromDendrite.

 

**13.****                               REMEDIES**.The parties agree that in the event you breach or threaten to breach thisAgreement, money damages may be an inadequate remedy for Dendrite and thatDendrite will not have an adequate remedy at law. It is understood, therefore,that in the event of a breach of this Agreement by you, Dendrite shall have theright to obtain from a court of competent jurisdiction restraints orinjunctions prohibiting you from breaching or threatening to breach this Agreement.In that event, the parties agree that Dendrite will not be required to postbond or other security. It is also agreed that any restraints or injunctionsissued against you shall be in addition to any other remedies which Dendritemay have available to it.

 

**14.****                               ARBITRATION.**

 

(a)                                  Ifany dispute arises between you and Dendrite that the parties cannot resolvethemselves, including any dispute over the application, validity, construction,or interpretation of this Agreement, arbitration in accordance with thethen-applicable rules of the American Arbitration Association shallprovide the exclusive remedy for resolving any such dispute, regardless of itsnature; provided, however, that Dendrite may enforce your obligation to provideservices under this Agreement and your obligations under Sections 6 through 12hereof by an action for injunctive relief and damages in a court of competentjurisdiction at any time prior or subsequent to the commencement of anarbitration proceeding as herein provided. This Section 14 shall apply toany and all claims arising out of your employment and its termination as wellas on class, under state and federal statutes, local ordinances, and the commonlaw including, without limitation Title VII of the Civil Rights Act of 1964, asamended, the Civil Rights Act of 1991, the Equal Pay Act, the EmployeeRetirement Income Security Act, as amended, the Age Discrimination inEmployment Act of 1967, the Americans with Disabilities Act of 1990, the Familyand Medical Leave Act of 1993, the Fair Labor Standards Act, the New JerseyFamily Leave Act, the New Jersey Conscientious Employee Protection Act and theNew Jersey Law Against Discrimination.

 

**(b)****                                  Youhave read and understand this Section 14 which discusses arbitration. Youunderstand that by signing this Agreement, you agree to submit any claimsarising out of, relating to, or in connection with this Agreement, or theinterpretation, validity, construction, performance, breach or terminationthereof, or your employment or the termination thereof, to binding arbitration,and that this arbitration provision constitutes a waiver of your right to ajury trial and relates to the resolution of all disputes relating to allaspects of the employer/employee relationship. You further understand thatother options such as federal and state administrative remedies and judicialremedies exist and know that by signing this Agreement those remedies areforever precluded and that regardless of the nature of your complaint, you knowthat it can only be resolved by arbitration.**

 

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**15.****                               SEVERABILITY.**If any provision of this Agreement shall be declared invalid or illegal for anyreason whatsoever, then notwithstanding such invalidity or illegality, theremaining terms and provisions of this Agreement shall remain in full force andeffect in the same manner as if the invalid or illegal provision had not beencontained herein. Moreover, if any one or more of the provisions contained inthis Agreement is held to be excessively broad as to duration, scope, activityor subject, such provision will be construed by limiting and reducing them soas to be enforceable to the maximum extent compatible with applicable law.

 

1**6.****                                JURISDICTION.**The State of New Jersey shall have exclusive jurisdiction to entertain anylegal or equitable action with respect to Sections 6 through 12 hereof exceptthat Dendrite may institute any such suit against you in any jurisdiction inwhich you may be at the time. In the event suit is instituted in New Jersey, itis agreed that service of summons or other appropriate legal process may beeffected upon any party by delivering it to the last known address.

 

**17.**                               **DEFINITIONS**

 

(a)                                  “Cause”as used in this Agreement shall mean (i) any gross misconduct on the partof you with respect to your duties under this Agreement, (ii) the engagingby you in an indictable offense which relates to your duties under thisAgreement or which is likely to have a material adverse effect on the businessof Dendrite, (iii) the commission by you of any willful or intentional actwhich injures in any material respect or could reasonably be expected to injurein any material respect the reputation, business or business relationships ofDendrite, including without limitation, a breach of Sections 6, 7, 8, 9, 10,11, or 12 hereof, or (iv) the engaging by you through gross negligence inconduct which injures materially or could reasonably be expected to injurematerially the business or reputation of Dendrite.

 

(b)                                 “Disability”as used in this Agreement shall have the same meaning as that term, or suchsubstantially equivalent term, has in any group disability policy carried byDendrite. If no such policy exists, the term “Disability” shall mean theoccurrence of any physical or mental condition which materially interferes withthe performance of your customary duties in your capacity as an employee wheresuch disability has been in effect for a period of six (6) months(excluding permitted vacation time), which need not be consecutive, during anysingle twelve (12) month period.

 

(c)                                  “GoodReason” as used in this Agreement shall mean, without your express writtenconsent, the occurrence of any of the following events concurrently with orwithin one (1) year following a “Change in Control” (as defined below)which is not corrected within ten (10) days following written notice ofsuch event given by you to Dendrite:

 

(i)                                     theassignment to you of any duties or responsibilities materially and adverselyinconsistent with your position (including any material diminution of suchduties or responsibilities) or (B) a material and adverse change in yourreporting responsibilities, titles or offices with Dendrite;

 

(ii)                                  anymaterial breach by Dendrite this Agreement with respect to the making of anycompensation payments;

 

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(iii)                               anyrequirement of Dendrite that you be based anywhere other than in a thirty-five (35) mileradius of the Dendrite office you are based in on the date of the consummationof the Change in Control.

 

(iv)                              thefailure of Dendrite to continue in effect any employee benefit plan,compensation plan, welfare benefit plan or fringe benefit plan (such plansbeing referred to herein as “Welfare Plans”) in which you are participating asof the date of this Agreement (or as such benefits and compensation may beincreased from time to time), or the taking of any action by Dendrite whichwould materially and adversely affect your participation in or materiallyreduce your benefits under such Welfare Plans (other than an across-the-boardreduction of such benefits affecting senior executives of Dendrite) unless (i) youare permitted to participate in other plans providing you with substantiallycomparable benefits (at substantially comparable cost with respect to theWelfare Plans), (ii) any such Welfare Plan does not provide materialbenefits to you (determined in relation to your compensation and benefitspackage), (iii) such failure or action is taken at the direction of you orwith your consent, or (iv) such failure or action is required by law; or

 

(v)                                 thefailure of Dendrite to obtain an agreement from a successor employer to assumeDendrite’s obligations under this Agreement in the event of a Change inControl.

 

You must notify Dendrite of any event constituting Good Reason withinninety (90) days following your knowledge of its existence or such event shallnot constitute Good Reason.

 

(d)                                 “Changein Control” as used in this Agreement shall mean the occurrence of any one ofthe following events:

 

(i)                                     any“person” (as such term is defined in Section 3(a)(9) of theSecurities and Exchange Act of 1934, as amended (the “Exchange Act”), and asused in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is orbecomes a “beneficial owner” (as defined in rule 13d-3 under the ExchangeAct) directly or indirectly, of securities of Dendrite representing 33 1/3% ormore of the combined voting power of Dendrite’s then outstanding securitieseligible to vote for the election of the Board (the “Dendrite Voting Securities”);provided, however, that the event described in this subsection (i)shall not be deemed to be a Change in Control by virtue  of any of the following acquisitions: (A) byDendrite or any subsidiary, (B) by any employee benefit plan sponsored ormaintained by Dendrite or any subsidiary, (C) by any underwritertemporarily holding securities pursuant to an offering of such securities, (D) pursuantto a Non-Control Transaction (as defined in subsection (iii)), or (E) atransaction (other than one described in subsection (iii) below) inwhich Dendrite Voting Securities are acquired from Dendrite, if a majority ofthe Incumbent Board (as defined below) approves a resolution providingexpressly that the acquisition pursuant to this clause (E) does not constitutea Change in Control under this subsection (i);

 

(ii)                                  individualswho, on the date of this Agreement, constitute the Board (the “Incumbent Board”)cease for any reason to constitute at least a majority thereof, provided thatany person becoming a director subsequent to such date, whose election ornomination for election was approved by a vote of at least two-thirds of thedirectors comprising the Incumbent Board (either by a specific vote or byapproval of the proxy statement of Dendrite in which such person is named as anominee for director, without

 

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objection to such nomination) shall beconsidered a member of the Incumbent Board; provided, however,that no individual initially elected or nominated as a director of Dendrite asa result of an actual or threatened election contest with respect to directorsor any other actual or threatened solicitation of proxies or consents by or onbehalf of any person other than the Board shall be deemed to be a member of theIncumbent Board;

 

(iii)                               theshareholders of Dendrite approve a merger, consolidation, share exchange orsimilar form of corporate reorganization of Dendrite or any such type oftransaction involving Dendrite or any of its subsidiaries (whether for suchtransaction or the issuance of securities in the transaction or otherwise) (a “BusinessCombination”), unless immediately following such Business Combination: (A) morethan 50% of the total voting power of the publicly traded corporation resultingfrom such Business Combination (including, without limitation, any corporationwhich directly or indirectly has beneficial ownership of 100% of DendriteVoting Securities or all or substantially all of the assets of Dendrite and itssubsidiaries) eligible to elect directors of such corporation would berepresented by shares that were Dendrite Voting Securities immediately prior tosuch Business Combination (either by remaining outstanding or being converted),and such voting power would be in substantially the same proportion as thevoting power of such Dendrite Voting Securities immediately prior to theBusiness Combination, (B) no person (other than any publicly tradedholding company resulting from such Business Combination, any employee benefitplan sponsored or maintained by Dendrite (or the corporation resulting fromsuch Business Combination), or any person which beneficially owned, immediatelyprior to such Business Combination directly or indirectly, 33-1/3% or more ofDendrite Voting Securities (a “Dendrite 33-1/3% Stockholder”)) would become thebeneficial owner, directly or indirectly, of 33-1/3% or more of the total votingpower of the outstanding voting securities eligible to elect directors of thecorporation resulting from such Business Combination and no Dendrite 33-1/3%Stockholder would increase its percentage of such total voting power, and (C) atleast a majority of the members of the board of directors of the corporationresulting from such Business Combination would be members of the IncumbentBoard at the time of the Board’s approval of the execution of the initialagreement providing for such Business Combination (a “Non-Control Transaction”);or

 

(iv)                              theshareholders of Dendrite approve a plan of complete liquidation or dissolutionof Dendrite or the sale or disposition of all or substantially all of theDendrite’s assets.

 

Notwithstanding the foregoing, a Change in Control of Dendrite shallnot he deemed to occur solely because any person acquires beneficial ownershipof more than 33-1/3% of Dendrite Voting Securities as a result of theacquisition of Dendrite Voting Securities by Dendrite which, by reducing thenumber of Dendrite Voting Securities outstanding, increases the percentage ofshares beneficially owned by such person; provided, that if aChange in Control of Dendrite would occur as a result of such an acquisition byDendrite (if not for the operation of this sentence), and after Dendrite’sacquisition such person becomes the beneficial owner of additional DendriteVoting Securities that increases the percentage of outstanding Dendrite VotingSecurities beneficially owned by such person, then a Change in Control ofDendrite shall occur.

 

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**18.****                               NOTICES**

 

In the event any notice is required to begiven under the terms of this Agreement, it shall he delivered in writing asfollows: 

 
|   | If to you:       | Mr. Mark  Theilken                                        |
|--------|------------------|----------------------------------------------------------------|
|   |             | [          ] |
|   |             | [          ] |
|   |             |                                                           |
|   | If to  Dendrite: | Dendrite  International, Inc.                             |
|   |             | 1200 Mt.  Kemble Avenue                                        |
|   |             | Morristown,  New Jersey 07960                                  |
|   |             | Attention:  General Counsel                                    |

 

or to such other address as either party may have furnished to theother in writing in accordance herewith, except that notices of changes ofaddress shall be effective only upon receipt.

 

**19.****                               MISCELLANEOUS**

 

(a)                                  ThisAgreement shall be governed by and construed in accordance with the laws of theState of New Jersey.

 

(b)                                 Yourrights or obligations under the terms of this Agreement or of any otheragreement with Dendrite may not he assigned. Any attempted assignment will bevoid as to Dendrite. Dendrite may, however, assign its rights to any affiliatedor successor entity.

 

(c)                                  ThisAgreement sets forth the entire agreement between the parties hereto and fullysupersedes any and all prior negotiations, discussions, agreements orunderstandings between the parties hereto pertaining to the subject matterhereof. No representations, oral or otherwise, with respect to the subjectmatter of this Agreement have been made by either party. This Agreement may notbe modified or waived except by a writing signed by both parties. No waiver byeither party of any breach by the other shall he considered a waiver of anysubsequent breach of the Agreement.

 

(d)                                 ThisAgreement shall be binding upon and inure to the benefit of your heirs andpersonal representatives and to the successors and assigns of Dendrite.

 
|                    | Sincerely,                       |
|-------------------------|----------------------------------|
|                    |                             |
|                    | **DENDRITE INTERNATIONAL, INC.** |
| Accepted and Agreed to: |                             |
|                    |                             |
|                    | By:                              | /s/ Philip Portantino |   |
| /s/ Mark Theilken       |                             |   |
| Mark Theilken           |                             |
|                    |                             |
| Date:                   | 4/2/04                           |   |   |
|                         |                                  |  |  |  |  |  |

 

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