Cross License Agreement (2003)Full Document 

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CROSS LICENSE AGREEMENT

AGREEMENT, dated as of this 31st day of August, 2000, (Effective Date) by and between IMS Health Incorporated (hereinafter IMS), a Delaware corporation with an address at 200 Nyala Farms, Westport, Connecticut 06880, for and on behalf of the Affiliates listed in the

RECITALS

WHEREAS, IMS, among other things, provides information services to the pharmaceutical industry;

WHEREAS, ST , among other things, collects and makes commercially available certain demographic and profiling information on health care professionals (e.g., doctors, nurses, pharmacists) and health care providers (e.g., hospitals, pharmacies, clinics) in various countries around the world (Pharbase Services); and

WHEREAS, IMS desires to provide certain health care data to ST for use in connection with its Pharbase(TM) Services, and ST desires to provide information from its Pharbase Services to IMS for use in its information services, all 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 agree as follows:

ARTICLE I DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings specified:

1.1     Affiliate means any Entity which now or in the future controls, is controlled by or is under common control with a party hereto.

1.2     Contract Year means each 12-month period commencing on September 1st and ending on August 30th during the term of this Agreement.

1.3     Desktop Media means prescription pads, medical forms and other similar promotional material which are provided to Prescribers at a nominal charge or without charge, and which contain advertising relating to one or more Legended Drugs.



1.4     Entity means any corporation, business trust, joint venture, association, company, firm, partnership, government entity or other entity.

1.5     Healthcare Company means (i) a manufacturer of Legended Drugs or any Person licensed by such a manufacturer to market and sell Legended Drugs (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, or (v) a sponsor of continuing medical education (CME) seminars, conferences or courses or a publisher of CME materials.

1.6     IMS Data means certain data from IMS as further described in exhibits attached hereto. Each exhibit forms a part of this Agreement. Terms and conditions in said exhibit(s) shall supersede any conflicting terms and conditions in this Agreement for only the specific IMS Data defined in said exhibit(s).

1.7     Legended Drugs means drugs which under Federal, provincial, state or national law require the written prescription of a doctor, osteopath or other individual who has the authority to prescribe Legended Drugs.

1.8     Materials means (i) information, including promotional materials and solicitation materials sent to a Prescriber, all of which relate to one or more Legended 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 relating to the prescribing or practice profile of such Prescriber or the use by such Prescriber of medical supplies or diagnostic equipment; provided, however, that the use of such surveys or questionnaire shall be subject to the terms of Paragraph 7(e) hereof, (iii) Journals, (iv) Desktop Media, or (v) information, including promotional materials, solicitation materials or course materials, relating to CME.

1.9     Pharbase Data means certain data from ST as more fully described in exhibits attached hereto. Each exhibit forms a part of this Agreement. Terms and conditions in said exhibit(s) shall supersede any conflicting terms and conditions in this Agreement for only the specific Pharbase Data defined in said exhibit(s). In addition, Pharbase Data shall include all other demographic and profiling information on health care professionals (e.g., doctors, nurses, pharmacists) and health care providers (e.g., hospitals, pharmacies, clinics) then in the possession or control of ST, or any ST Affiliate, in any country. As any new Pharbase Data or new fields of data for existing Pharbase Data (collectively New Data) comes into the possession or control of ST, or any ST Affiliate, ST shall notify IMS of such New Data within five (5) days following its availability to ST or the applicable ST Affiliate, as the case may be, and the Pharbase Data shall include all such New Data, without any change in fees, unless otherwise notified by IMS to ST or to the applicable ST Affiliate.

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