Preferred Technology Partner Agreement

EXHIBIT 10.7.4


PREFERRED TECHNOLOGY PARTNER AGREEMENT


PREFERRED TECHNOLOGY PARTNER AGREEMENT, dated as of April 16, 1996, between WALSH INTERNATIONAL INC., a Delaware corporation ("Walsh"), and SOURCE INFORMATICS INC., a Delaware corporation ("Source").


WHEREAS Walsh is engaged in the business of providing sales force management and integrated sales and marketing information services, associated medical professional databases and other services related to those databases to and on behalf of the pharmaceutical industry (the "Walsh Business"); and


WHEREAS, pursuant to the Master Reorganization Agreement, dated as of the date hereof (the "Master Agreement"), between Walsh and Source, Walsh has agreed to transfer to Source certain of Walsh's assets including its products and services that are based on proprietary databases of prescriptions dispensed in the United States and in other countries and designed to be used by the pharmaceutical industry in sales force compensation, territory realignment and focused promotion (the "Source Business"); and


WHEREAS, in view of the complementary nature of the Walsh Business and the Source Business, the parties have decided to enter into a development project in order to facilitate the delivery of Source prescription data to its (Source) clients utilizing Walsh technology services.


NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties agree as follows:


ARTICLE I


AGREEMENT TO COLLABORATE


Section 1.01. Development and Maintenance of Data Interface. Walsh and Source hereby agree to collaborate on the creation, maintenance, modification, updating (including routine updating of the databases and the information contained therein), revising, enhancing and testing of a computer interface (the "Interface") between their respective technologies enabling Source's data on prescriptions dispensed in the United States and any other jurisdiction where Source provides such data ("Prescription Data") to be delivered by Source directly to its client through Walsh technology services, minimizing the need for reprocessing.


Section 1.02. Promotion of Interface. Walsh and Source hereby agree that each of them and any of their respective subsidiaries shall have the right to promote the Interface between their technologies in marketing their respective products and services to the pharmaceutical and healthcare industries wherever Source provides Prescription Data. Such promotional activities may include any activities and decision-making related to the commercialization of products and services included in the Walsh Business or the Source Business that utilize the Interface including, without limitation, all activities and decision-making relating to marketing, pricing, product strategy and positioning, detailing, sale, delivery, servicing, and training in the use of such products and services.


ARTICLE II


JOINT OBLIGATIONS OF THE PARTIES


Section 2.01. Development of the Interface. (a) The parties shall meet within no later than 60 days of the date hereof in order to begin development of the Interface.


(b) Each of Walsh and Source will supply to the other all technical information and data necessary to the design and development, manufacture, testing, operation and maintenance of the Interface. Such information may include only information which the disclosing party has a right to disclose and may include data, techniques, know-how, equipment specifications, equipment performance or other information essential to the development of the Interface.


Section 2.02. Consulting Services. Each party will provide training and/or consulting services to the other in connection with the development of the Interface.


Section 2.03. Responsibilities of the Parties to Employees. Each party will be responsible for its own employees and in no event shall any employee of either party be deemed an employee of the other party. Matters governing the terms and conditions of the employment of any employee, such as supervision, compensation, taxes and disability and other benefits, are exclusively the responsibility of the respective party.


Section 2.04. Managing Coordinators. (a) Each party hereto will promptly designate a Managing Coordinator. Each party may change its Managing Coordinator (or designate a temporary acting Managing Coordinator) at any time and from time to time during the term of this Agreement by notifying the Managing Coordinator for the other party in writing.


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(b) The Managing Coordinator or his or her designated alternate will be solely authorized to monitor schedules and progress of the design and development of the Interface and agree or disagree as to successful completion of the Interface.


Section 2.05. Reporting. (a) During the term of this Agree- ment, Walsh and Source will meet and will furnish each other with timely progress reports.


(b) Such reports shall include, but shall not be limited to, the following: (i) progress of work to date, (ii) technical difficulties encountered and their solutions, (iii) anticipated or potential difficulties that may adversely impact schedules, development costs or performance and (iv) action recommended or plans to overcome such anticipated or potential difficulties.


(c) Such final report shall include a summary of the entire performance hereunder.


Section 2.06. Joint Promotion. (a) Upon the request of either party, the parties shall jointly promote the Interface to a client or prospective client.


(b) The parties shall cooperate to create appropriate promotional material and demonstration systems, including, as appropriate, brochures, demonstration diskettes and other support materials.


(c) Although each party retains full responsibility for any quotation of the cost of its services to clients and prospective clients, the parties will collaborate to create joint proposals ...