**Exhibit 10.76**

[Cegedim Letterhead]

March 1, 2007

 

John E. Bailye

Chairman and Chief Executive Officer

Dendrite International, Inc.

1405 U.S. Highway 206

Bedminster, New Jersey 07921

 

                Re:          Your Employment

 

Dear Mr. Bailye:

 

This letter, when accepted by you as described below, sets forthcertain terms relating to the termination of your employment upon the merger ofDendrite International, Inc. (“Dendrite”) and Cegedim, S.A. (“Cegedim”).

 

Subject to the terms of this letter, you and Cegedim agree that immediatelyafter the Merger Effective Time, as such term is defined in the Agreement and Plan of Merger, datedas of March 1, 2007 by and among Dendrite, Cegedim and DogwoodEnterprises (the “Merger Agreement”), provided you are then employed byDendrite, your employment with Dendrite and/or any successor entityshall be terminated by Dendrite, such termination to be deemed to have beenwithout Cause, and upon execution of a separation agreement that is in form andsubstance commercially reasonable, you shall be entitled to such severancepayments and other benefits as are set forth in your Employment Agreement withDendrite, dated as of May 16, 2006, as amended, including, withoutlimitation, the Change in Control Severance Payment, as defined therein.  Notwithstanding anything to the contrary, youagree to accept this notice of such termination as sufficient and timely and nofurther notice shall be required to effect such termination.

 

As consideration for Cegedim’s agreement to terminate your employmentas aforesaid, you agree (1) that you will reasonably cooperate with Cegedim andits advisors and consultants in the integration and transition activities to beconducted by and between Dendrite and Cegedim up to and until the earlier of thetermination of the Merger Agreement or the Merger Effective Time; (2) that youshall not at any time make any statement, observation or opinion, orcommunicate any information (whether oral or written), including but notlimited to, any statement, observation or opinion that is likely to come to theattention of (i) any client, employee or shareholder of Cegedim or any of itsaffiliates, (ii) any client, employee or shareholder of Dendrite or any of itsaffiliates or (iii) any member of the media or investment community, whichstatement, observation or opinion is derogatory of or casts in a negative lightthe proposed merger or Cegedim or any of its affiliates or its officers,directors and employees or otherwise engage in any activity which is manifestlyinimical to the interests of Cegedim; and (3) except as specifically authorizedin the Merger Agreement with respect to officers and directors acting in theircapacity as such, you will not, participate in, initiate, solicit or knowinglyencourage any Company Acquisition Proposal as defined in the MergerAgreement.  Notwithstanding theforegoing, nothing in this letter shall be construed as altering yourcontractual and legal obligations and duties to Dendrite, and its successors,as a director or its Chief Executive Officer of Dendrite, through the remainderof your service in such capacities, and thereafter.  

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If the terms of this letter are acceptable to you, please sign whereprovided below to indicate your agreement thereto and return a copy of the fullyexecuted letter attention.  

 

| Very truly yours,    |
|----------------------|
|                 |
| CEGEDIM, S.A.        |
|                 |
|                 |
| By:                  | /s/ Jean-Claude Labrune |   |
|                 | JEAN-CLAUDE LABRUNE |   |
|                 |   |   |
|                 |   |   |
| Agreed and accepted: |   |
|                 |   |   |
|                 |   |   |
| /s/ John E. Bailye   |   |
| JOHN E. BAILYE       |   |

 

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