Strategic Alliance Agreement

DELL LOGO] EXHIBIT 10.07



Confidential Treatment Requested



STRATEGIC ALLIANCE AGREEMENT





Dell Marketing L.P. Neoforma.com Inc. One Dell Way and 3255-7 Scott Boulevard Round Rock, TX 78682 Santa Clara, CA 95054 "Dell" "Neoforma"

Customer No. _____________



A. INTRODUCTION



This Strategic Alliance Agreement (the "Agreement") between Dell

Marketing L.P. and Neoforma.com Inc. is a nonexclusive relationship

under which both parties wish to identify and, as appropriate, undertake

activities to enhance the market for each of their respective products

and services throughout the world.



In this Agreement, Dell refers to itself as "Dell", but all rights and

obligations under this Agreement are those of Dell Marketing L.P.

regardless of the reference. The date on which Dell signs this Agreement

is the Effective Date.



B. MARKETING ACTIVITIES AND PUBLICITY



1. Marketing Activities. The parties will cooperate to establish in writing

a Marketing Development Plan to be implemented by the parties that will

promote the alliance. The Marketing Development Plan may include, but

not be limited to, developing complementary marketing programs between

Dell and Neoforma that promote the brand image of the parties and their

respective products. The Marketing Development Plan will include the

following activities: Neoforma and Dell will establish hyperlinks

between their respective commercial Internet Web sites and agree to work

together with the goal (i.e., making available for viewing by users of

the Internet) of establishing such links prior to April 30, 2000. In the

case of Neoforma's link on Dell's Web site, Neoforma acknowledges and

agrees that its link will fall within Dell's healthcare Internet site

and not within Dell's existing Direct Effect program or Strategic Web

Page program. If Neoforma migrates to a NT platform for its Internet

data center, Neoforma agrees that all of its web pages will carry the

"Powered by Dell" logo and that, subject to the parties' mutual

agreement, all of its advertising, publicity, web pages, trade shows and

related materials will carry the "Powered by Dell" logo.



Each party's ability to link to the other party's Web site will be

subject to such additional conditions and restrictions (including

appropriate licenses and other additional contractual terms and

conditions), as the party operating the site on which the link resides

may reasonably require. Once established, the links will be continuously

maintained during the term of this Agreement. The parties will negotiate

in good faith and finalize, within sixty (60) days of the Effective Date

of this Agreement, the Marketing Development Plan upon which the parties

have mutually agreed.



2. Publicity. Except as otherwise provided herein, neither party will issue

a press release or initiate any publicity, or make or cause to be made

any news release or other public announcement, relating to this

Agreement or the transactions contemplated hereby without the prior

approval of the other party, which approval shall be timely and shall

not be unreasonably withheld. This obligation will not prohibit release

of any information to the extent required by law or by the rules of any

stock exchange or recognized quotation system on which any securities of

either party or any of its affiliates are publicly traded, provided that

the releasing party gives the other party prior written notice of the

same and the opportunity to limit and/or correct such release.



3. Marketing and Publicity Practices. Each party represents and warrants

that (i) it shall not engage in any deceptive, misleading or illegal

practices; (ii) it shall comply with all applicable federal, state

regulations with







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respect to the marketing and advertising materials and information it

supplies; and (iii) it shall not make any misrepresentations or material

omissions of fact to the other party or the other party's customers

regarding their respective products and services. Neither party will

disparage or discredit the other party or, by words, actions or

inaction, otherwise willfully or negligently damage the reputation of

the other party or its products and services.



C. DELL AS NEOFORMA'S EXCLUSIVE SUPPLIER AND EXCLUSIVE COMPUTER EQUIPMENT

AUCTION PROVIDER



Neoforma hereby designates Dell as, and Dell will have the status of,

its exclusive supplier of desktops, portables, workstations, and servers

and storage devices (the "Preferred Products"), unless the Preferred

Products do not meet Neoforma's reasonable technical requirements or the

Preferred Products are not at reasonably competitive prices. Neoforma

will evaluate migrating to a NT platform in their Internet data center;

Dell will be Neoforma's preferred provider of Internet and storage

consulting services as provided for in Section D, below, unless Dell is

not able to meet Neoforma's commercially reasonable technical needs.



For Neoforma customers who wish to purchase used computer equipment and

accessories, Neoforma will direct its customers only to Dell's auction

site by providing a link from Neoforma's partner page to Dell's auction

site. This provision does not, however, apply to used computer equipment

and accessories used in connection with specialized medical equipment

(e.g., a computer that is configured to be used in connection with an

ultrasound machine) that Neoforma itself offers on its auction site.



Except for the designation of Dell as the preferred supplier as provided

for in this section, the relationships established by this Agreement are

not exclusive in any way.



D. NEOFORMA'S PURCHASE OF PRODUCTS AND SERVICES FROM DELL AND PREFERRED

COMPUTER EQUIPMENT AUCTION PROVIDER



Dell will offer to (i) sell Dell-branded products and services,

including consulting services, to Neoforma, its employees and its

customers that is being bought for business and professional use; and

(ii) provide to Neoforma and its customers related services. Neoforma

agrees to purchase from Dell either by itself or through its employees

and customers at least $5 million of Preferred Products upon a mutually

agreeable roll-out schedule. By December 31, 2000, Neoforma agrees to

purchase from Dell, for itself, at least $100,000 of data center

consulting services for evaluation of migrating its website platform and

internal infrastructure needs. The sale of the Dell-branded products and

services to Neoforma is subject to the terms of a customer purchase

agreement to be signed by Neoforma and Dell Marketing L.P. or, in the

absence of the customer purchase agreement, Dell's standard invoice

terms and conditions of sales to commercial accounts. The sale of

Dell-branded products and services to Neoforma's employees and customers

is subject to Dell's standard terms and conditions of sale. Neoforma and

Dell Marketing L.P. will negotiate in good faith and finalize, within 30

days of the Effective Date of this Agreement, Dell's Key Customer

Purchase Agreement or similar agreement [*].



For Neoforma customers who wish to purchase used computer equipment and

accessories, Neoforma will provide a link on its current partner web

page to direct its customers to Dell's auction site. Such referrals will

also be counted against Neoforma's purchase and referral commitment in

this Section D.



Dell Financial Services L.P. ("DFS") will be one of Neoforma's preferred

providers of leasing services. Neoforma will contract directly with DFS.



E. EXPENSES





* Certain information on this page has been omitted and filed separately

with the Commission. Confidential treatment has been requested with

respect to the omitted portions.







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Unless otherwise agreed to in writing by the parties, each party will bear

its own expenses in connection with this Agreement and any project

undertaken pursuant to this Agreement. Each party will be responsible for

any taxes imposed on it in connection with this Agreement or any such



F. INDEPENDENT CONTRACTOR STATUS



Each of the parties is an independent contractor and neither party nor

any of its affiliates or employees will be eligible for any employee

benefits from the other party.



For all purposes of this Agreement, each party will be and act as an

independent contractor. Nothing contained in this Agreement will be

construed to imply a partnership, joint venture, principal-agent, or

employer-employee relationship between the parties. In the absence of

express written authorization, neither party will have any power to

create any obligation, express or implied, on behalf of the other party.



The parties understand and agree that use of the terms "joint vent ...