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:
| |
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. |