Preview
Full Doc
 | 2008 |
Data License Agreement
Data License Agreement (181K)
Doc #3381697: Click preview link for longer preview.
3381697
| | |
Full Doc
 | 2004 |
Data License Agreement
Data License Agreement (26K)
Doc #1274279: This document is immediately available for purchase, but does not have a preview available for viewing.
1274279
| | |
Preview
Full Doc
 | 2003 |
Data License Agreement [Restated]
Data License Agreement [Restated] (73K)
Doc #145916: Click preview link for longer preview.
IMS HEALTH INCORPORATED
Restated Xponent Data License Agreement
AGREEMENT, dated as of this 26th day of April, 2001, with an effective date of September 1, 2000 (Effective Date) by and between IMS Health Incorporated (hereinafter IMS), a Delaware corporation with an address at 200 Nyala Farms, Westport, Connecticut 06880, and the Interactive Marketing Division of Synavant Inc., (formerly known as Clark ONeill) (hereinafter Licensee), a Delaware corporation, with an address at One Broad Avenue, Fairview, New Jersey 07022. This Agreement supercedes the Xponent Data License Agreement signed on August 31, 2000.
RECITALS
WHEREAS, IMS is principally engaged in providing information services to the pharmaceutical industry and, in connection therewith, collects data from pharmacies through various third parties relating to prescription transactions and prescribers;
WHEREAS, Licensee on behalf of its customers, is principally engaged in providing direct marketing of pharmaceutical promotion to prescribers in the United States and circulation management of healthcare professional publications in the United States; and
WHEREAS, IMS desires to license certain data to Licensee in accordance with and subject to the terms set forth in this Agreement:
NOW THEREFORE, in consideration of the foregoing and of the mutual promises herein contained, the parties agreement as follows:
1. DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings specified:
a. affiliate of Licensee means any Person which now or in the future controls, is controlled by or is under common control with Licensee.
b. Agency means an agency engaged by a Manufacturer to develop and/or implement a marketing campaign for one or more of such Manufacturers Legended Drugs.
c. Association means a professional association, comprised of members in a health care-related profession, which is, pursuant to the terms of Paragraph 8(a), identified by IMS as licensing data to IMS that is incorporated into certain elements of the Data
d. Contract Year means each 12-month period commencing on September 1 and ending on August 31 during the term of this Agreement.
e. Data means certain data provided by IMS from its Xponent Plantrak and Xponent Profiler information services and other services as further described on Exhibit 1 hereto.
f. Desktop Media means prescription pads, medical forms and other similar promotional materials which are provided to Prescribers at a nominal charge or without charge, and which contain advertising relating to one of more Legended Drugs.
g. Healthcare Company means (i) a manufacturer of Legended Drugs or over the counter (OTC) products or any Person licensed by such a manufacturer to market and sell Legended Drugs or OTC products (Manufacturer) or an Agency; provided, however, that neither a wholesaler of Legended Drugs, a pharmacy, nor a Person providing mail service prescription drug programs shall be deemed a Manufacturer; (ii) a manufacturer of medical supplies and/or diagnostic equipment, or any person licensed by such a manufacturer to market and sell medical supplies and/or diagnostic equipment; (iii) a publisher of single or multi-sponsored journals which are devoted to medicine, health care or veterinary subjects (Journals); (iv) a publisher of Desktop Media, (v) a sponsor of continuing medical education (CME) seminars, conferences or courses or a publisher of CME materials or (vi) a pharmacy benefits management company or PBM.
h. Legended Drugs means drugs, which under Federal or state law require the written prescription of a doctor, osteopath or other individual who has the authority to prescribe Legended Drugs.
i. Materials means (i) information, including promotional materials and solicitation materials sent to a Prescriber, all of which related to one or more Legended Drugs or over-the-counter drugs of a Manufacturer or relate to medical supplies and/or diagnostic equipment marketed by a Healthcare Company, (ii) surveys or questionnaires sent to a Prescriber which either seek information related to the prescribing or practice profile of such Prescriber or the use by such Precriber of medical supplies or diagnostic equipment; provided, however, that the use of such surveys or questionnaire shall be subject to the terms of Paragraph 6(c) hereof, (iii) Journals, (iv) Desktop Media, or (v) information, including promotional materials, solicitation materials or course materials, relating to CME.
j. Person means any natural person, corporation, business trust, joint venture, association, company, firm, partnership, government entity or other entity.
k. Prescriber means a doctor, osteopath, dentist or other individual with an address in the United States who has the authority to prescribe Legended Drugs.
145916
| IMS Health Incorporated;
Synavant Inc.;
| Dendrite International Inc.
|
Preview
Full Doc
 | 2003 |
Data License Agreement
Data License Agreement (18K)
Doc #193608: Click preview link for longer preview.
DATA LICENSE AGREEMENT # C0219
THIS AGREEMENT DATED EFFECTIVE THE lst DAY OF MAY, 2003.
BETWEEN
AND
INTERNATIONAL DATASHARE CORPORATION
STRATA WEB SYSTEMS LTD.
22nd Floor, 330 - 5th Avenue SW
Calgary, Alberta, Canada, T2P 0L4
Ed Chesney
600, 940 - 6th Avenue SW
Calgary
Alberta
T2P 3T1
Phone: 403-231-5300
Phone: 403-216-1183
Fax: 403-231-5349
Fax: 403-818-2238
"IDC"
"Customer"
1. Supply of Data. Upon request of Customer, subject to the terms and conditions of this Agreement and on payment by Customer of any funds payable by Customer to IDC, IDC shall provide to Customer certain data selected by Customer from one or more databases owned by or proprietary to, IDC, or from one or more databases otherwise obtained by IDC from a third party, all as described in more detail on Schedule "A" (the "IDC Data"). Unless otherwise agreed to in writing by IDC and Customer, the IDC Data shall be supplied in the manner described in Schedule "A".
2. Grant. Subject to the terms and conditions of this Agreement, IDC grants to Customer for the time period specified in Section 10 hereof, a non-exclusive, non-transferable, limited license to: (1) use the IDC Data internally solely for Customer's own benefit and only in the ordinary course of Customer's business; and (2) access the IDC Data solely for Customer's own benefit and only in the ordinary course of Customer's business.
3. Restrictions and Other Conditions.
(a) Other than as expressly provided in this Agreement, Customer shall not copy, reproduce, upload, post, transmit, distribute, disclose, use, transfer, assign, rent, sell, sublicense or sublease or otherwise part with possession of, the IDC Data or any backup or other copies that Customer may have made of the IDC Data.
(b) Customer shall not adapt, modify, change, further develop or digitize the IDC Data or use the IDC Data as a feedstock.
4. Payment. Amounts payable by Customer to IDC for the license of IDC Data shall be paid as set out in Schedule "A" attached hereto. Payment shall be made by Customer to IDC at the times set out in Schedule "A", or if no time is set out in Schedule "A", within 30 days of the date of invoice. Interest shall be payable on overdue amounts at the rate of two percent (2%) per month or the highest rate of interest allowed by applicable law, whichever is lower. In the event that IDC pursues legal remedies to collect any amounts due under this Agreement, Customer shall pay all of IDC's costs and expenses (including reasonable legal fees) in this regard. Any amounts payable pursuant to this Agreement are exclusive of all taxes of any kind. If taxes of any sort (other than taxes based solely on the net income of IDC), including goods and services taxes, sales taxes, value added taxes, assessments, charges, levies, duties and export taxes, are imposed by any taxing authority (including federal, state, provincial, local or other governmental agencies or bodies), in respect of the license of IDC Data to Customer, such taxes shall be paid by, and shall be the sole responsibility of Customer.
193608
| International Datashare Corporation;
Strata Web Systems Ltd.;
| Storage Alliance Inc
|
Preview
Full Doc
 | 2003 |
Xponent Data License Agreement [Restated 2001] [Amendment]
Xponent Data License Agreement [Restated 2001] [Amendment] (3K)
Doc #193610: Click preview link for longer preview.
Amendment To Restated Xponent Data License Agreement Dated April 26, 2001 Between IMS Health Incorporated And Interactive Marketing Division of Synavant, Inc.
This amendment (Amendment), effective as of June 16, 2003 (the Effective Date), is entered into by and among IMS Health Incorporated (IMS), Synavant, Inc. (Licensee), and Dendrite International, Inc. (Dendrite) and supplements, modifies and is hereby made part of the Restated Xponent Data License Agreement dated April 26, 2001, with an effective date of September 1, 2000, as amended by an Addendum and Amendment to such agreement dated September 1, 2002, (the Agreement) between IMS and Licensee.
1. Background
Licensee has agreed to be acquired by Dendrite and/or certain of its affiliates (such acquisition hereinafter referred to as the Transaction). In connection with the Transaction, the parties, by a letter agreement dated May 8, 2003 (the Extension Agreement) agreed to enter into an extension of the Agreement on the terms stated in this Amendment.
193610
|
Dendrite
As referenced in this Xponent Data License Agreement [Restated 2001] [Amendment]:
Dendrite International, Inc. – Division of Synavant, Inc.
This amendment (Amendment), effective as of June 16, 2003 (the Effective Date), is entered into by and among IMS Health Incorporated (IMS), Synavant, Inc. (Licensee), and Dendrite International, Inc. (Dendrite) and supplements, modifies and is hereby made part of the Restated Xponent Data License Agreement dated April 26, 2001, with an effective date of September 1, 2000, as _____________
Dendrite International, Inc. – Synavant, Inc.
By: ROBERT H. STEINFELD
By: CHRISTINE PELLIZZARI
Name: Robert H. Steinfeld
Name: Christine Pellizzari
Title: SVP - General Counsel
Title: Secretary
Date: June 16, 2003
Date: June 16, 2003
Dendrite International, Inc.
By: CHRISTINE PELLIZZARI
Name: Christine Pellizzari
Title: Vice President, General Counsel and
Secretary
Date: June 16, 2003
-2-
_____________
dt 1461281
;
IMS Health Incorporated;
| Synavant, Inc.
|
Preview
Full Doc
 | 2002 |
Data License Agreement
Data License Agreement (31K)
Doc #125552: Click preview link for longer preview.
================================================================================
DATA LICENSE AGREEMENT
================================================================================
BETWEEN NAVIGATION TECHNOLOGIES CORPORATION AND --------------------------------------------------------------------------------
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED (LICENSEE)
--------------------------------------------------------------------------------
THIS DATA LICENSE AGREEMENT ("Agreement") is made and entered into between Navigation Technologies Corporation ("NAVTECH") and LICENSEE as of the Effective Date:
1. ARTICLE 1
1.1 Effective Date: [redacted]
1.2 Expiration Date: [redacted]
1.3 NAVTECH Place of Delaware Incorporation:
1.4 LICENSEE Place of Delaware Incorporation:
1.5 NAVTECH Address: Navigation Technologies Corporation Suite 400 10400 West Higgins Road Rosemont, Illinois 60018 Attn: General Counsel Phone: (847) 795-7000 Fax: (847) 699-8057
1.6 LICENSEE Address: Harman International Industries, Incorporated 30 Oak Hollow Suite 240 Southfield, Michigan 48034 Attn: John Peracchio Phone: (248) 353-9700, ext. 152 Fax: (248) 353-8630
Page 1 {PAGE} ARTICLES 2-6: DEFINITIONS AND TERMS OF GRANT
2. DEFINITIONS
2.1 "Application" shall mean a product, apparatus, service or system specifically identified in a Territory License for which use of the NavTech Data is authorized.
2.2 "Copy" shall mean any reproduction in any form on a single storage media (of a type as may be specified in a Territory License) of all or any portion of the NavTech Data.
2.3 "End-User" shall mean any entity or person who receives or uses a Copy of the NavTech Data or information contained therein or derived therefrom for personal use in an Application with no right to sublicense the Copy.
2.4 "Intellectual Property Rights" shall mean patent rights, copyrights, trademarks, service marks, and any and all other statutory and legal rights and protections available under applicable laws for the protection of intellectual property.
2.5 "Licensed Territory" shall mean the geographical area as specified in a Territory License.
2.6 "NAVTECH" shall also include its subsidiaries, collectively and singly, unless the context clearly requires otherwise.
2.7 "NavTech Data" shall mean the geographic data of the Licensed Territory made by or for, and generally released by, NAVTECH and limited to the contents specified in a Territory License.
2.8 "Territory License" shall mean each fully executed Schedule which is attached to this Agreement. To the extent that any of the provisions of a Territory License are inconsistent with, or conflict with, any of the provisions of this Agreement, the provisions of such Territory License shall prevail.
3. PARTIES
3.1 Legal Corporation. Each party represents and warrants that it is a corporation duly organized and existing under the laws of its Place of Incorporation identified for such party in ARTICLE 1 of this Agreement and is in good standing under such laws.
3.2 Authority for Agreement. Each party represents and warrants that: it has the requisite corporate power to enter into this Agreement and to perform under this Agreement according to its terms; all actions on its own part and on the part of its directors and stockholders necessary for the authorization, execution, delivery, and performance of this Agreement have been taken as of the Effective Date; and its execution, delivery, and performance of this Agreement will not result in any material violation of any agreement to which it is a party nor any law to which it is subject.
3.3 Successors and Assigns. The rights and obligations of each party under this Agreement may not be transferred or assigned directly or indirectly without the prior written consent of the other party, which consent will not be unreasonably withheld, except that NAVTECH may assign this Agreement to any entity that acquires substantially all of its stock, assets or business. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.
3.4 No Third Party Beneficiaries. This Agreement is between NAVTECH and LICENSEE. No third party beneficiaries are intended.
3.5 Independent Contractors. The relationship of NAVTECH and LICENSEE established by this Agreement is that of independent contractors, and nothing contained in this Agreement will be construed to (a) give either party the power to direct and control the day-to-day activities of the other, (b) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or (c) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.
4. GRANT OF LICENSE
4.1 License. Subject to LICENSEE's performance of its obligations under this Agreement, NAVTECH hereby grants LICENSEE with respect to each Territory License a non-exclusive, non-transferable (except as set forth in Section 3.1 (Successors and Assigns)), non-sublicensable license under NAVTECH's Intellectual Property Rights to [redacted]
4.2 Additional Licenses. Subject to future agreement of the parties, NAVTECH may grant future Territory Licenses to LICENSEE covering [redacted]. Any such license shall be set forth as an additional Territory
125552
|
Harman Int'l
As referenced in this Data License Agreement:
HARMAN INTERNATIONAL INDUSTRIES, – FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT]
================================================================================
DATA LICENSE AGREEMENT
================================================================================
BETWEEN
NAVIGATION TECHNOLOGIES CORPORATION
AND
--------------------------------------------------------------------------------
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
(LICENSEE)
--------------------------------------------------------------------------------
THIS DATA LICENSE AGREEMENT ("Agreement") is made and entered into between
Navigation Technologies Corporation ("NAVTECH") and LICENSEE as of the _____________
Harman International Industries, – 400
10400 West Higgins Road
Rosemont, Illinois 60018
Attn: General Counsel
Phone: (847) 795-7000
Fax: (847) 699-8057
1.6 LICENSEE Address: Harman International Industries,
Incorporated
30 Oak Hollow
Suite 240
Southfield, Michigan 48034
Attn: John Peracchio
Phone: (248) 353-9700, ext. 152
Fax: (248) 353-8630
_____________
HARMAN INTERNATIONAL INDUSTRIES, – their duly authorized
representatives to execute this Agreement as of the Effective Date set forth in
ARTICLE 1 of this Agreement.
NAVIGATION TECHNOLOGIES HARMAN INTERNATIONAL INDUSTRIES,
CORPORATION INCORPORATED
/s/ Lawrence M. Kaplan /s/ E.C. Summers
--------------------------------- ---------------------------------
Signature Signature
Lawrence M. Kaplan E.C. Summers
--------------------------------- ---------------------------------
Name Name
Vice President & _____________
dt 221376
;
| Navigation Technologies Corp.
|
Preview
Full Doc
 | 2002 |
Data License Agreement
Data License Agreement (28K)
Doc #151663: Click preview link for longer preview.
================================================================================
DATA LICENSE AGREEMENT
================================================================================
BETWEEN NAVIGATION TECHNOLOGIES CORPORATION AND --------------------------------------------------------------------------------
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED (LICENSEE)
--------------------------------------------------------------------------------
THIS DATA LICENSE AGREEMENT ("Agreement") is made and entered into between Navigation Technologies Corporation ("NAVTECH") and LICENSEE as of the Effective Date:
1. ARTICLE 1
1.1 Effective Date: [redacted]
1.2 Expiration Date: [redacted]
1.3 NAVTECH Place of Delaware Incorporation:
1.4 LICENSEE Place of Delaware Incorporation:
1.5 NAVTECH Address: Navigation Technologies Corporation Suite 400 10400 West Higgins Road Rosemont, Illinois 60018 Attn: General Counsel Phone: (847) 795-7000 Fax: (847) 699-8057
1.6 LICENSEE Address: Harman International Industries, Incorporated 30 Oak Hollow Suite 240 Southfield, Michigan 48034 Attn: John Peracchio Phone: (248) 353-9700, ext. 152 Fax: (248) 353-8630
Page 1 {PAGE} ARTICLES 2-6: DEFINITIONS AND TERMS OF GRANT
2. DEFINITIONS
2.1 "Application" shall mean a product, apparatus, service or system specifically identified in a Territory License for which use of the NavTech Data is authorized.
2.2 "Copy" shall mean any reproduction in any form on a single storage media (of a type as may be specified in a Territory License) of all or any portion of the NavTech Data.
2.3 "End-User" shall mean any entity or person who receives or uses a Copy of the NavTech Data or information contained therein or derived therefrom for personal use in an Application with no right to sublicense the Copy.
2.4 "Intellectual Property Rights" shall mean patent rights, copyrights, trademarks, service marks, and any and all other statutory and legal rights and protections available under applicable laws for the protection of intellectual property.
2.5 "Licensed Territory" shall mean the geographical area as specified in a Territory License.
2.6 "NAVTECH" shall also include its subsidiaries, collectively and singly, unless the context clearly requires otherwise.
2.7 "NavTech Data" shall mean the geographic data of the Licensed Territory made by or for, and generally released by, NAVTECH and limited to the contents specified in a Territory License.
2.8 "Territory License" shall mean each fully executed Schedule which is attached to this Agreement. To the extent that any of the provisions of a Territory License are inconsistent with, or conflict with, any of the provisions of this Agreement, the provisions of such Territory License shall prevail.
3. PARTIES
3.1 Legal Corporation. Each party represents and warrants that it is a corporation duly organized and existing under the laws of its Place of Incorporation identified for such party in ARTICLE 1 of this Agreement and is in good standing under such laws.
3.2 Authority for Agreement. Each party represents and warrants that: it has the requisite corporate power to enter into this Agreement and to perform under this Agreement according to its terms; all actions on its own part and on the part of its directors and stockholders necessary for the authorization, execution, delivery, and performance of this Agreement have been taken as of the Effective Date; and its execution, delivery, and performance of this Agreement will not result in any material violation of any agreement to which it is a party nor any law to which it is subject.
3.3 Successors and Assigns. The rights and obligations of each party under this Agreement may not be transferred or assigned directly or indirectly without the prior written consent of the other party, which consent will not be unreasonably withheld, except that NAVTECH may assign this Agreement to any entity that acquires substantially all of its stock, assets or business. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.
3.4 No Third Party Beneficiaries. This Agreement is between NAVTECH and LICENSEE. No third party beneficiaries are intended.
3.5 Independent Contractors. The relationship of NAVTECH and LICENSEE established by this Agreement is that of independent contractors, and nothing contained in this Agreement will be construed to (a) give either party the power to direct and control the day-to-day activities of the other, (b) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or (c) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.
4. GRANT OF LICENSE
4.1 License. Subject to LICENSEE's performance of its obligations under this Agreement, NAVTECH hereby grants LICENSEE with respect to each Territory License a non-exclusive, non-transferable (except as set forth in Section 3.1 (Successors and Assigns)), non-sublicensable license under NAVTECH's Intellectual Property Rights to [redacted]
4.2 Additional Licenses. Subject to future agreement of the parties, NAVTECH may grant future Territory Licenses to LICENSEE covering [redacted]. Any such license shall be set forth as an additional
151663
|
Harman Int'l
As referenced in this Data License Agreement:
HARMAN INTERNATIONAL INDUSTRIES, – FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT]
================================================================================
DATA LICENSE AGREEMENT
================================================================================
BETWEEN
NAVIGATION TECHNOLOGIES CORPORATION
AND
--------------------------------------------------------------------------------
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
(LICENSEE)
--------------------------------------------------------------------------------
THIS DATA LICENSE AGREEMENT ("Agreement") is made and entered into between
Navigation Technologies Corporation ("NAVTECH") and LICENSEE as of the _____________
Harman International Industries, – 400
10400 West Higgins Road
Rosemont, Illinois 60018
Attn: General Counsel
Phone: (847) 795-7000
Fax: (847) 699-8057
1.6 LICENSEE Address: Harman International Industries,
Incorporated
30 Oak Hollow
Suite 240
Southfield, Michigan 48034
Attn: John Peracchio
Phone: (248) 353-9700, ext. 152
Fax: (248) 353-8630
_____________
HARMAN INTERNATIONAL INDUSTRIES, – their duly authorized
representatives to execute this Agreement as of the Effective Date set forth in
ARTICLE 1 of this Agreement.
NAVIGATION TECHNOLOGIES HARMAN INTERNATIONAL INDUSTRIES,
CORPORATION INCORPORATED
/s/ Lawrence M. Kaplan /s/ E.C. Summers
--------------------------------- ---------------------------------
Signature Signature
Lawrence M. Kaplan E.C. Summers
--------------------------------- ---------------------------------
Name Name
Vice President & _____________
dt 221380
;
| Navigation Technologies Corp.
|
Full Doc
 | 2002 |
Data License Agreement
Data License Agreement (31K)
Doc #1274318: This document is immediately available for purchase, but does not have a preview available for viewing.
1274318
| | |
Full Doc
 | 2002 |
Data License Agreement
Data License Agreement (28K)
Doc #1274326: This document is immediately available for purchase, but does not have a preview available for viewing.
1274326
| | |
Preview
Full Doc
 | 2000 |
Data License Agreement
Data License Agreement (18K)
Doc #1171281: Click preview link for longer preview.
<DESCRIPTION>DATA LICENSE AGREEMENT
<TEXT>
<PAGE>
DATA LICENSE AGREEMENT
This Data License Agreement ("Agreement") is dated as of the 29th day of
October, 1999 ("Effective Date") by and between Acxiom Corporation ("Acxiom"), a
Delaware corporation, 301 Industrial Boulevard, Conway, Arkansas 72033-2000 and
SSA Coupon Ltd. ("Licensee) 1835 56th St., #8-Unit 39, Delta, BC V4 L 2M1.
WHEREAS, Acxiom . . .
1171281
| | |