PHARMSOURCE INFORMATION SERVICES, INC.

AGREEMENT made as of the date of payment by and between PharmSource Information Services, Inc., a Virginia corporation located at 9868 Main Street, Fairfax, Virginia, 22031. USA (Licensor) and Subscriber.

WHEREAS, Licensor produces and owns and controls all of the rights, title and interest in and to PharmSource.com; and

WHEREAS, Subscriber wishes to purchase a full subscription to PharmSource.com for in-house analysis purposes; and

NOW THEREFORE, the parties hereto agree as follows:

1. DEFINITIONS

a) "PharmSource.com" shall mean all or any part of the data, descriptions, text, statistics, presentations, comments, observations and conclusions delivered to the Subscriber under this agreement, whether in electronic form, print or otherwise, to the full extent they are afforded copyright or other statutory or common law protection. The term PharmSource.com shall also be deemed to include any and all user manuals supplied to Subscriber by Licensor for use in connection with PharmSource.com.

b) "Authorized Users" shall mean all employees of the Company, worldwide, which have been granted access to PharmSource.com by assignment of a user name and password from Licensor. All Authorized Users will be represented as a total group by the Subscriber. In the event that the Subscriber wishes to upgrade its license and add additional Authorized Users, the Subscriber hereby agrees to notify Licensor of such a desire and to pay such additional license fees as may be due to Licensor as a result thereof.

2. REPRESENTATIONS. Subscriber represents that it has identified in Schedule A and will continue to identify the principal contact for this agreement. Subscriber represents that PharmSource.com will be made available only to individual Authorized Users for their respective use.

3. LICENSE GRANT

a) Grant. In consideration of payment of the License Fee, Licensor grants to Subscriber, a nonexclusive, non-transferable license to use and access PharmSource.com for in-house analysis and research purposes in connection with Subscriber's internal and legitimate business purposes. The specific limitations of use set forth in section b) of this paragraph shall apply to the grant of this License. PharmSource.com may be accessed only by the Authorized Users. The Subscriber shall diligently restrict and control use of PharmSource.com to ensure that such use is only by Authorized Users strictly in accordance with this License. The Subscriber is permitted to make searches of PharmSource.com; make copies of any search in hard copy form which may be utilized within the organization of Subscriber only (which copies may not be published, sold, loaned, distributed to third parties (whether for payment or otherwise) or otherwise transferred without the payment of an additional license fee); and make copies of search output in electronic form (i.e. on diskette, hard disk or tape) for temporary use in retrieval, editing and otherwise only by the Authorized User.

b) Limitations of License. Subscriber shall not permit PharmSource.com to be used by anyone other than the Authorized Users. Subscriber shall not modify or alter the content of PharmSource.com. All use of the data, whether internal or otherwise, shall carry proper attribution and a copyright notice in the following form: "Copyright 2000 PharmSource Information Services, Inc. All rights reserved". The year of such notice shall change to reflect the year of publication of the associated data.

c) Trial License. In the event that Schedule A identifies this License as a trial license, upon the expiration of the trial period, unless Subscriber has prior to the date of expiration executed and paid for a full subscription, Subscriber shall delete and/or destroy, all copies of PharmSource.com data or information in electronic form, and shall cause all of the Authorized Users to cease using PharmSource.com. Licensor shall have the further right to terminate this License without prior notice in the event Subscriber shall fail to comply with any limitation, term, condition or other provision of this License and such failure shall continue for more than fifteen days after notice to Subscriber thereof, or in the event Subscriber terminates or suspends its business. Upon request of the Licensor, an officer of Subscriber shall certify the completion of the foregoing in writing.

d) Expiration or Termination of License. Upon the expiration or termination of the license granted herein, Subscriber shall delete and/or destroy, all copies of PharmSource.com data or information in electronic form and shall cause all of the Authorized Users to cease using PharmSource.com. Licensor shall have the further right to terminate this License without prior notice in the event Subscriber shall fail to comply with any limitation, term, condition or other provision of this License and such failure shall continue for more than fifteen days after notice to Subscriber thereof, or in the event Subscriber terminates or suspends its business. Upon request of the Licensor, an officer of Subscriber shall certify the completion of the foregoing in writing.

e) Termination by Subscriber. The License fee is non-refundable. This subscription may not be terminated by Subscriber except that Subscriber shall have the right to terminate this License in the event that Licensor is in breach of its obligations under this agreement and fails to cure such breach within fifteen days of receipt of notice of such breach. In the event of such termination, all pro rata paid and unearned license fees shall be refunded and neither party shall have any further liability to the other.

4. LICENSE FEE. The License fee set forth in Schedule A shall be payable on the terms indicated on the Schedule. All license fees shall be payable in United States dollars. In the event of non-payment of the license fee or any part thereof within fifteen days of the due date, Licensor shall have the right to terminate this license and/or suspend access to PharmSource.com without further notice. Any V.A.T., taxes, duties, imposts or other charges imposed on the License Fee shall be the sole responsibility of the Subscriber. Licensor reserves the right to change the license fees at the termination of the term of this subscription.

5. INTELLECTUAL PROPERTY RIGHTS.

a) Subscriber acknowledges and agrees that PharmSource.com is proprietary to Licensor and is protected under U.S. and international copyright law. Unauthorized use, modification, copying, publication or distribution of the Materials or of any printouts of or generated from the Materials is expressly forbidden. All use of the data, whether internal or otherwise, shall carry proper attribution and a copyright notice in the following form: "Copyright 2000 PharmSource Information Services, Inc. All rights reserved". The year of such notice shall change to reflect the year of publication of the associated data. Subscriber hereby waives the right to claim any copyright on any work derived from PharmSource.com. The Subscriber acknowledges and agrees that all copyright rights and any trademarks, trade names and other intellectual property rights used or embodied in or in connection with PharmSource.com (including the manner in which they are presented or appear) are the sole and exclusive property of Licensor and this License shall not confer upon the Subscriber any rights in or to PharmSource.com except to access and use PharmSource.com under the terms of this License. Subscriber is granted no right to use the trademarks of Licensor except for the purposes of attribution in connection with permitted distribution of copies or extracts of PharmSource.com materials.

b) In the event that Subscriber becomes aware or is notified of any breach or infringement of copyright or other rights of Licensor, Subscriber shall promptly notify Licensor in writing and assist Licensor in the protection of the same, taking such action as Licensor shall direct.

6. RESTRICTIONS ON ASSIGNMENT OR TRANSFER. This License is granted solely to the

Subscriber and shall not be assigned, rented, leased, sold, sublicensed, pledged, encumbered or otherwise transferred, whether voluntarily or involuntarily, without the prior written consent of Licensor, except in the case of the acquisition or merger of the Subscriber. Licensor reserves the right to withhold or condition such consent for any reason.

7. LIMITATIONS OF LIABILITY AND REMEDIES. Licensor shall not be liable for any errors or omissions contained in PharmSource.com. IN NO EVENT WILL LICENSOR'S LIABILITY UNDER ANY THEORY OF LIABILITY EXCEED SUBSCRIBER'S PRO RATA PURCHASE PRICE FOR REMAINING PORTION OF THE LICENSE TERM, AND IN NO EVENT SHALL LICENSOR BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT THE USE OF, OR INABILITY TO USE, PHARMSOURCE.COM, ACCOMPANYING PRINTED OR WRITTEN MATERIALS OR ANY PROGRAM, EVEN IF LICENSOR WAS PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY OTHER CLAIM BY YOU OR ANY OTHER PERSON. SOME STATES DO NOT ALLOW LIMITATIONS ON THE LENGTH OR AN IMPLIED WARRANTY OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSIONS MAY NOT APPLY. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

8. LIMITED WARRANTY. a) Licensor has taken great care to ensure the accuracy of the data contained in PharmSource.com, however PharmSource.com is made available on an as-is basis and without any warranty as to their sequence, accuracy, currency or completeness whatsoever. Licensor makes no warranty or representation that the information will meet your requirements, or that it will permit or facilitate the performance of any form of analysis or computation, or that the operation or accessibility of PharmSource.com will be uninterrupted or error free, or that any errors or defects are correctable or will be corrected. Licensor warrants for the benefit of Subscriber alone, that it holds the full right, title and interest in PharmSource.com, including the copyrights therein, and that it has the power, lawful right and authority to grant the License granted herein, and that PharmSource.com does not infringe on the copyright, trademark rights, patent rights or trade secret rights of any third party.

c) COMPUTER VIRUSES. Licensor will exercise every reasonable precaution to ensure that PharmSource.com, and the media on which PharmSource.com is delivered, will not contain any "computer viruses" or any other programs that may affect the normal use of the software or any other software or data.

d) THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHICH ARE EXPRESSLY DISCLAIMED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS LIMITED WARRANTY. THE DURATION OF ANY IMPLIED WARRANTY SHALL BE LIMITED TO THIRTY DAYS.

9. ENTIRE AGREEMENT. The terms and conditions of this agreement constitute the entire agreement between the parties with respect to the subject matter of this agreement, and this agreement is intended to be the complete and exclusive statement of its terms and shall supersede all previous communications and agreements, either oral or written, between the parties or their related companies with respect to the subject matter of this agreement. No agreement or understanding changing, varying, modifying, terminating, rescinding or extending this agreement shall be binding upon either party unless in writing and signed by such party or its duly authorized representative, nor shall any subsequent course of dealing or conduct of the parties, or either of them, result in any modification or extension of this agreement.

10. ARBITRATION. In the event that any dispute should arise regarding the rights and obligations of the parties to this License, such dispute will be submitted for arbitration before the American Arbitration Association in Washington, DC, on demand of any party. Such arbitration proceeding will be heard in the English language before a single arbitrator in accordance with the then current International Arbitration Rules of the American Arbitration Association. The arbitrator will have the right to award any relief, including, without limitation, money damages (with interest on unpaid amounts from the date due) specific performance, injunctive relief and attorneys fees and costs. The award and decision of the arbitrator shall be conclusive and binding upon the parties hereto. Judgment upon the award may be entered in the United States District Court for the District of Columbia. The parties agree that the laws governing the interpretation of this License as set forth herein shall govern any disputes as to the validity of this arbitration clause and the enforcement of any arbitral award which may arise hereunder.

11. GOVERNING LAW. This agreement shall be interpreted under and governed by the laws of the State of Virginia (U.S.A.) and, where applicable, the laws of the United States of America, as applicable to contracts made and to be performed within the State of Virginia.

12. FORCE MAJEURE. Licensor will not be liable for any delay or failure in performance resulting from any cause beyond its control, including without limitation, war, strikes, civil disturbances, shortages and acts of God.

13. SEVERABILITY. If a term or condition of this Agreement is found by a court to be invalid or unenforceable, the remaining terms and conditions hereof shall remain in full force and effect and shall be enforceable to the maximum extent permitted by law.

14. CONFIDENTIALITY. The Subscriber shall treat all Data and other information contained in or related to PharmSource.com as confidential, and shall hold such confidential information and safeguard it in the same manner in which Subscriber safeguards its own confidential and trade secret information, and shall not disclose any such confidential information in any manner whatsoever to any third party except to the extent expressly permitted under this Agreement. The obligations set out in this clause shall survive the termination of this

Agreement.

15. NOTICES. All notices, elections, demands or other communications required or permitted to be made or given pursuant to this License shall be in writing and shall be considered properly given or made if sent by overnight courier service or certified mail, return receipt requested and addressed to the respective parties at the respective addresses specified above. Either party may change its address by giving notice in writing to the other of its new address.