AGREEMENT AND PLAN OF MERGER

Dated as of May 9, 2003

among

DENDRITE INTERNATIONAL, INC.

AMGIS ACQUISITION CO.

and

SYNAVANT INC.

TABLE OF CONTENTS

AGREEMENT AND PLAN OF MERGER

          AGREEMENT AND PLAN OF MERGER, dated as of May 9, 2003 (this “Agreement”), among DENDRITE INTERNATIONAL, INC., a New Jersey corporation (“Parent”), AMGIS ACQUISITION CO., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and SYNAVANT INC., a Delaware corporation (the “Company”).

RECITALS

          WHEREAS, the Company, CEGEDIM SA (“Cegedim”)and Jivago Acquisition Corporation have entered into an Agreement and Plan of Merger dated as of April 12, 2003 (the “Cegedim Agreement”) which contemplated the acquisition of the Company by Cegedim;

          WHEREAS, the Company desires to terminate the Cegedim Agreement in accordance with its terms simultaneously with its entering into this Agreement in which Parent will acquire the Company upon the terms and subject to the conditions set forth herein;

          WHEREAS, the Board of Directors of the Company has determined that it would be advisable and in the best interests of the Company’s stockholders for Parent to acquire the Company upon the terms and subject to the conditions set forth in this Agreement;

          WHEREAS, to effectuate the acquisition, Purchaser will commence a cash tender offer to purchase all of the issued and outstanding shares (together with the associated Company Rights (as defined in Section 5.1(e)), the “Shares”) of common stock, par value $.01 per share (the “Common Stock”), of the Company on the terms and subject to the conditions set forth in this Agreement and the Offer Documents (as defined in Section 2.2 hereof);

          WHEREAS, to effectuate the acquisition, following consummation of the Offer (as defined in Section 2.1 hereof), Purchaser will be merged with and into the Company, with the Company continuing as the surviving corporation in such merger (the “Merger”);

          WHEREAS, the Board of Directors of the Company has, by the unanimous vote of all directors present (i) determined that the Offer and the Merger are fair to and in the best interests of the Company and its stockholders; (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), and (iii) declared the advisability of this Agreement and resolved to recommend that the holders of the Shares accept the Offer and adopt this Agreement;

          WHEREAS, as a condition of the Company entering into this Agreement, and concurrently with the execution and delivery of this Agreement, the Company and each member of the Company’s Board of Directors, on one hand, and Parent, on the other hand, are executing and delivering to each other the settlement agreement substantially in the form of Exhibit A attached to this Agreement (the “Settlement Agreement”);

          WHEREAS, each of the Boards of Directors of Parent and Purchaser has approved this Agreement and the Offer and deems it advisable and in the best interest of their respective stockholders to consummate the Merger on the terms set forth in this Agreement;

          WHEREAS, Parent, Purchaser and the Company desire to make certain representations, warranties, covenants and agreements in connection with the transactions contemplated hereby and also to prescribe various conditions to the transactions contemplated hereby.

          NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

          1.1  Defined Terms. Defined terms used in this Agreement have the meanings ascribed to them as follows:

          “Acquisition Proposal” shall mean, other than the transactions contemplated hereby or any offer or proposal made by Parent or a Subsidiary of Parent, any offer or proposal for a merger, consolidation, recapitalization, liquidation or other business combination involving the Company or the acquisition or purchase of over 50% or more of any class of equity securities of the Company, or any tender offer or exchange offer that if consummated would result in any Person beneficially owning 50% or more of any class of equity securities of the Company, or all or substantially all of the Company’s assets.

          “Affiliate” shall mean, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. When used in this Agreement, “control” (including, with its correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.

          “Antitrust Division” shall mean the Antitrust Division of the United States Department of Justice.

          “Books and Records” shall mean originals or true copies of all agreements, documents, books, records and files, including records and files stored on computer disks or tapes or any other storage medium of the Company and its Subsidiaries.

          “Business Day” shall mean any day other than (i) a Saturday or Sunday or (ii) a day on which banks in New York City are required or authorized by law, executive order or governmental decree to be closed.

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          “Code” shall mean the Internal Revenue Code of 1986, as amended.

          “Company Disclosure Schedule” shall mean the Company’s disclosure schedule delivered by the Company to Parent on the date hereof.

          “Confidentiality Agreement” shall mean the Mutual Confidentiality and Nondisclosure Agreement dated August 14, 2002 between the Company and Parent.

          “Contracts” shall mean all written and oral contracts, agreements, leases, subleases, licenses, purchase orders, instruments of indebtedness, mortgages, deeds of trust, guarantees and any other binding contractual arrangements.

          “dollars” or “$” shall mean United States dollars.

          “Employees” shall mean all current and former employees of the Company or any of its Subsidiaries as of the Closing Date.

          “Environmental Laws” shall mean all applicable Laws relating to pollution, contamination or protection of the environment in effect as of the date hereof, including Laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants or hazardous or toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the treatment, storage, disposal, transport, or handling of any pollutant, contaminant or hazardous or toxic substance, material or waste.

          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

          “Exchange Act” or “1934 Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

          “FTC” shall mean the United States Federal Trade Commission.

          “GAAP” shall mean United States generally accepted accounting principles.

          “Governmental Authority” shall mean any federal, state, municipal, foreign or other governmental body, department, commission, board, bureau, agency, court or instrumentality, domestic or foreign, or other entity exercising any executive, legislative, judicial, quasi-judicial, regulatory or administrative function of government.

          “Intellectual Property” shall mean collectively, any of the following types of intangible assets: (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and re-examinations thereof, (ii) all trademarks, service marks, trade dress, logos, trade names, and corporate names, including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (iii) all copyrights, and all applications, registrations and renewals in connection therewith, (iv) all mask works and all applications, registrations, and renewals in connection therewith, (v) all trade secrets and confidential information (including confidential ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and marketing plans and proposals), (vi) all computer software (including data and related documentation and including software installed on hard disk drives and any related source codes) and (vii) all joint or partial interests in any of the foregoing.

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          “Knowledge of Parent” shall mean, with respect to any matter in question, the actual knowledge, after reasonable inquiry, of those individuals listed in Section 1.1(i) of the Parent Disclosure Schedule.

          “Knowledge of the Company” shall mean, with respect to any matter in question, the actual knowledge, after reasonable inquiry, of individuals listed in Section 1.1(ii) of the Company Disclosure Schedule.

          “Law” shall mean any federal, state, local or foreign law, statute, rule, regulation, code, directive, ordinance or other requirement of general application of any Governmental Authority.

          “Liabilities” means any direct or indirect liability, indebtedness, claim, loss, damage, deficiency, obligation or responsibility, fixed or unfixed, ▇▇▇▇▇▇ or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, known or unknown, contingent or otherwise.

          “Licenses and Permits” shall mean all licenses, permits, exemptions, consents, franchises, certificates, approvals and other authorizations that are required by Governmental Authorities to conduct the business of the Company as it is presently conducted in all material respects.

          “Liens” shall mean any liens, charges, mortgages, pledges, security interests or other encumbrances or similar rights of any Person.

          “Material Adverse Effect” or “Material Adverse Change” shall mean, when used in connection with the Company or any of its Subsidiaries, any event, change, circumstance or effect that is materially adverse to the financial condition or results of operations of the Company and its Subsidiaries taken as a whole, excluding any effects related to or resulting from (i) events affecting the United States or global economy or capital or financial markets generally, (ii) changes in conditions in the industries in which the Company and its Subsidiaries or its customers operate, (iii) changes in Laws or in the authoritative interpretations thereof or in regulatory guidance related thereto, (iv) earthquakes or similar catastrophes, or acts of war, sabotage, terrorism, military action or any escalation or worsening thereof, (v) this Agreement, the announcement thereof, the transactions contemplated hereby and the identity or involvement by Parent, Purchaser or their respective Affiliates, (vi) the termination of the Cegedim Agreement and the transactions contemplated thereby, or (vii) any of those matters set forth in Section 1.1(iii) of the Company Disclosure Schedule; it being understood that the matters set forth in the foregoing clauses (i) through (vii) in and of themselves shall not constitute a Material Adverse Effect, shall not result in a breach of any representation or warranty contained herein, shall not cause any condition set forth in Section 7.1 or Exhibit B of this Agreement to fail to be satisfied and shall not give rise to a right of Parent to terminate this Agreement.

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          “Order” shall mean any order, writ, injunction, judgment, decree or ruling entered, issued, made or rendered by any court, administrative agency, arbitration tribunal or other Governmental Authority of competent jurisdiction.

          “Parent Disclosure Schedule” shall mean Parent’s disclosure schedule delivered by Parent to the Company on the date hereof.

          “Permitted Liens” shall mean, collectively, (i) Liens that are disclosed in the SEC Reports, (ii) Liens for Taxes not yet payable or the validity of which are being contested in good faith by appropriate proceedings and for which adequate reserves are reflected in the SEC Reports, (iii) mechanics’, workmen’s, repairmen’s, warehousemen’s, landlord’s, carrier’s, materialmen’s or other like Liens, including all statutory Liens arising or incurred in the ordinary course of business consistent with past practice, which would not reasonably be expected to materially interfere with the operation of the business of the Company, (iv) any minor imperfection of title or similar Lien which does not and would not reasonably be expected to impair in any material respect the operations of the business of the Company, (v) Liens to secure capital lease obligations to the extent the incurrence of such obligations does not violate this Agreement, (vi) any Liens created to secure purchase money indebtedness, (vii) any Liens incurred pursuant to equipment leases in the ordinary course of business, (viii) Liens incurred pursuant to actions of Parent or its Affiliates and (ix) Liens that, individually or in the aggregate, do not and would not reasonably be expected to have a Material Adverse Effect.

          “Person” shall mean any individual, corporation, partnership, firm, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, Governmental Authority or other entity.

          “Proceeding” shall mean any action, suit, dispute, litigation, hearing, claim, grievance, arbitral action or other proceeding before any Governmental Authority, at law or in equity.

          “Representative” shall mean any attorney, accountant, financial advisor or other authorized representative of any Person; provided, however, that UBS Warburg LLC and its Affiliates shall not be deemed to be Representatives of the Company.

          “SEC” shall mean the United States Securities and Exchange Commission.

          “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

          “Subsidiary” and “Subsidiaries” shall mean any corporation, limited liability company, partnership, joint venture, trust, association, organization or other entity in which a Person directly or indirectly owns 50% or more of the aggregate voting stock. For purposes of this definition, “voting stock” means stock or other interests that ordinarily has voting power for the election of directors or managers.

          “Superior Proposal” means a bona fide written Acquisition Proposal which the Company’s Board of Directors believes in good faith, after consultation with the Company’s financial advisor and taking into account all factors deemed relevant by the Board of Directors, including the likelihood that any transaction will be consummated, is more favorable to the Company’s stockholders as compared to the transactions contemplated hereby (including any alternative proposal offered by Parent in response thereto).

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           “Tax” or “Taxes” shall mean any taxes of any kind, including but not limited to those measured on, measured by or referred to as, income, alternative or add-on minimum, gross receipts, escheat, capital, capital gains, sales, use, ad valorem, franchise, profits, license, privilege, transfer, withholding, payroll, employment, social, excise, severance, stamp, occupation, premium, value added, property, environmental or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts (including any interest thereon) imposed by any Governmental Authority.

          “Tax Returns” shall mean all reports, estimates, declarations of estimated Tax, claims for refund, information statements and returns relating to, or required to be filed in connection with, any Taxes, including any schedule or attachment thereto, and including any amendment thereof.

          1.2  Other Defined Terms.  The following capitalized terms are defined in this Agreement in the Section indicated below:

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           1.3  Rules of Construction.   References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Articles, Sections and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. All references to contracts, agreements, leases or other arrangements shall refer to oral as well as written matters. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

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ARTICLE II

THE OFFER

           2.1  The Offer.  (a)     As soon as is reasonably practicable (but no later than the fifth business day after the date hereof (counting the date hereof)), Purchaser shall commence (within the meaning of Rule 14d-2 under the Exchange Act), an offer (the “Offer”) to purchase all outstanding Shares at a price of $2.83 per Share, net to the seller of the Shares in cash (as paid pursuant to the Offer, the “Offer Consideration”). The obligation of Parent and Purchaser to consummate the Offer and to accept for payment and pay for Shares validly tendered in the Offer and not withdrawn shall be subject to the conditions set forth in Exhibit B hereto (the “Offer Conditions”). Purchaser expressly reserves the right, in its sole discretion, to waive any of the Offer Conditions, provided that, unless previously approved by the Company in writing, Purchaser shall not waive the Minimum Condition.

           (b)     Parent shall provide funds to Purchaser and, subject to the satisfaction or wavier of the Offer Conditions, Purchaser shall accept for payment and pay for any and all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration date thereof.

           (c)     Without the prior written consent of the Company, Purchaser shall not extend the expiration date of the Offer beyond the initial expiration date of the Offer (which shall be the 20th business day after commencement of the Offer), except (A) as required by applicable law, (B) that if, immediately prior to the expiration date of the Offer (as it may be extended), the Shares tendered and not withdrawn pursuant to the Offer constitute less than 90% of the outstanding Shares, Purchaser may, in its sole discretion, on one occasion, extend the Offer for a period not to exceed an aggregate of ten business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer, or (C) that if any condition to the Offer has not been satisfied or waived, Purchaser may, in its sole discretion, extend the expiration date of the Offer for one or more periods but no later than August 1, 2003 without the Company’s prior written consent; provided that (1) if requested by the Company, the Purchaser shall, on two occasions, extend the expiration date of the Offer for a period not to exceed an aggregate of ten Business Days, if any condition to the Offer has not been satisfied or waived and (2) the Offer may be extended in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC.

           2.2  Offer Documents.  (a)   On the date of commencement of the Offer, Parent and Purchaser shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer which shall contain the offer to purchase and related letter of transmittal and other ancillary documents and instruments pursuant to which the Offer will be made (collectively, and with any supplements or amendments thereto, the “Offer Documents”).

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           (b)     Parent shall ensure that the Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or Purchaser with respect to information supplied by the Company in writing for inclusion in the Offer Documents. Each of Parent and Purchaser further agrees to take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of Parent, Purchaser and the Company shall promptly correct any information provided by them for use in the Offer Documents if and to the extent that such information shall be or have become false or misleading in any material respect, and Parent and Purchaser shall take all lawful action necessary to cause the Offer Documents as so corrected to be filed promptly with the SEC and to be disseminated to holders of Shares as and to the extent required by applicable law. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and any amendments thereto prior to the filing thereof with the SEC. Parent and Purchaser agree to provide the Company and its counsel any comments Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

           2.3 Company Action.  (a)    The Company hereby approves of and consents to the Offer and the Merger. The Company shall file with the SEC, on or as soon as practicable after the date of the commencement of the Offer, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any supplements or amendments thereto, the “Schedule 14D-9”) containing the recommendations of the Board of Directors of the Company in favor of the Offer and the adoption of this Agreement and the transactions contemplated hereby, including the Merger, and shall promptly mail the Schedule 14D-9 to the stockholders of the Company. Parent will promptly supply to the Company in writing, for inclusion in the Schedule 14D-9, any information concerning Parent or Purchaser required under the Exchange Act and the rules and regulations thereunder to be included in the Schedule 14D-9. The Company shall ensure that the Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Purchaser in writing for inclusion in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of the Company, Parent and Purchaser shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall be or have become false or misleading in any material respect and the Company shall take all action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC and disseminated to the holders of Shares as and to the extent required by applicable law. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 and, unless Parent shall take any action permitted by Section 6.3, any amendments thereto prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel any comments the Company or its counsel receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments.

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           (b)     In connection with the Offer, the Company shall promptly furnish Parent and Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and all available listings or computer files containing the names and addresses of the record holders of Shares as of the latest practicable date and shall furnish Parent and Purchaser with such additional information and assistance (including updated lists of stockholders, mailing labels, lists of security positions and non-objecting beneficial owner’s lists) as Parent and Purchaser or their agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares.

           2.4  Directors.   (a)  Subject to Section 2.4(c) and the satisfaction of the Minimum Condition, promptly after the purchase of and payment for the Shares by Purchaser pursuant to the Offer, Parent shall be entitled to designate such number of directors (the “Parent Designees”), rounded up to the next whole number (and, to the extent permitted by the Company’s Amended and Restated Certificate of Incorporation, the class to which each such director is assigned), on the Company’s Board of Directors as is equal to the product of the total number of directors on such Board (after giving effect to any increase in the size of such Board pursuant to this Section 2.4) multiplied by the percentage that the number of Shares beneficially owned by Purchaser at such time (including Shares so accepted for payment) bears to the total number of Shares then outstanding; provided that in no event shall the Parent Designees constitute less than a majority of the entire Board of Directors. In furtherance thereof, the Company shall, upon the request of Parent, use its reasonable best efforts promptly either to increase the size of its Board of Directors or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable the Parent Designees to be so elected or appointed to the Company’s Board of Directors, and the Company shall take all actions available to the Company to cause the Parent Designees to be so elected or appointed. At such time, the Company shall, subject to Section 2.4(c) and only to the extent permitted by applicable law and the rules and regulations of applicable self-regulatory organizations, if requested by Parent, also take all action necessary to cause persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company’s Board of Directors of (i) each committee of the Company’s Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Company and (iii) each committee (or similar body) of each such board.

           (b)     The Company’s obligation to appoint Parent Designees to the Company’s Board of Directors shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under Section 2.4(a), including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (or including such information in the Schedule 14D-9 initially filed with the SEC and distributed to the stockholders of the Company) as is necessary to enable Parent Designees to be elected to the Company’s Board of Directors. Parent or Purchaser will supply to the Company in writing and be solely responsible for any information with respect to Parent and Purchaser and their nominees, officers, directors and affiliates to the extent required by such Section 14(f) and Rule 14f-1.

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           (c)     Notwithstanding the provisions of this Section 2.4, the parties hereto shall use their respective reasonable best efforts to ensure that at least one member of the Board shall, at all times prior to the Effective Time (as defined in Section 3.3 hereof), be a director of the Company who was a director of the Company on the date hereof (the “Continuing Director”), provided that, if no Continuing Director then remains, the other directors of the Company then in office shall designate a person to fill such vacancy who will not be officers or employees or affiliates of the Company or Parent or any of their respective subsidiaries and such person shall be deemed to be a Continuing Director for all purposes of this Agreement. From and after the time, if any, that the Parent Designees constitute a majority of the Company’s Board of Directors and prior to the Effective Time, subject to the terms hereof, any amendment or modification of this Agreement, any amendment to the Company’s Certificate of Incorporation or By-Laws, any termination of this Agreement by the Company, any extension of time for performance of any of the obligations of Parent or Purchaser hereunder, any waiver of any condition to the Company’s obligations hereunder or any of the Company’s rights hereunder or other action by the Company hereunder which adversely affects the holders of Shares other than Parent or Purchaser may be effected only if there are in office one or more Continuing Directors and such action is approved by the action of a majority of the Continuing Directors.

ARTICLE III

THE MERGER

          3.1  The Merger.   Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, Purchaser will be merged with and into the Company at the Effective Time. Following the Merger, the separate corporate existence of Purchaser will cease and the Company will continue as the surviving corporation (the “Surviving Corporation”).

          3.2  Closing.   Unless this Agreement shall have been terminated and the transaction herein contemplated shall have been abandoned pursuant to Section 8.1, and subject to the satisfaction or waiver of the conditions set forth in Article VII, the closing of the transactions contemplated by this Agreement (the “Closing”, and the date on which the Closing occurs, the “Closing Date”) shall take place at 10:00 a.m., New York City time, on the second Business Day following the satisfaction or waiver of each of the conditions set forth in Article VII (other than those conditions that can only be satisfied on the Closing Date), at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, unless a different date, time or place is agreed to in writing by the parties hereto.

          3.3  Effective Time.   As part of the Closing, the parties hereto shall (A) file a certificate of merger (the “Certificate of Merger”), or, if applicable, a certificate of ownership and merger, in such form as is required by and executed in accordance with the relevant provisions of the DGCL and (B) make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger, or, if applicable, the certificate of ownership and merger, is duly filed with the Delaware Secretary of State or at such subsequent time as Parent and the Company shall agree and be specified in the Certificate of Merger (the date and time the Merger becomes effective being the “Effective Time”).

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          3.4  Effects of the Merger.   At and after the Effective Time, the Merger will have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of the Company and Purchaser shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.

          3.5  Certificate of Incorporation.   The Amended and Restated Certificate of Incorporation of the Company as in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein and under applicable law.

          3.6  By-Laws.   The Amended and Restated By-laws of the Company as in effect at the Effective Time shall be the by-laws of the Surviving Corporation until thereafter changed or amended as provided therein and under applicable law.

          3.7  Officers and Directors of Surviving Corporation.   The officers of the Company as of the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified. The directors of Purchaser as of the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified.

ARTICLE IV

EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT
CORPORATIONS; EXCHANGE OF CERTIFICATES

          4.1  Effect on Capital Stock.   At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Purchaser, the Company or the holders of any of the following securities:

          (a)     Common Stock of Purchaser. Each share of common stock, par value $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

          (b)     Cancellation of Shares. As of the Effective Time, all Shares (other than shares to be canceled as provided in Section 4.1(c) and any Appraisal Shares) issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a Certificate shall, to the extent such Certificate represents such shares, cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such Certificate in accordance with Article IV.

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          (c)     Cancellation of Treasury Stock and Parent-Owned Stock. Each share of Common Stock held in the treasury of the Company and each share of Common Stock owned by the Company, Parent or Purchaser, in each case immediately prior to the Effective Time, shall be canceled and retired without any conversion thereof and no payment of cash or any other distribution shall be made with respect thereto.

          (d)     Conversion of Shares. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time shall other than shares to be cancelled in accordance with Section 4.1(c) and any Appraisal Shares (as defined in Section 4.1(e)) will be converted into the right to receive the Offer Consideration, payable to the holder thereof, without any interest thereon (the “Merger Consideration”), less any required withholding taxes, upon surrender and exchange of a Certificate (as defined in Section 4.3).

          (e)     Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in this Section 4.1, but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and each such Appraisal Share shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in this Section 4.1. The Company shall serve prompt notice to Parent of any demands for appraisal of any shares of Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

          4.2  Treatment of Company Stock Options and Restricted Stock Units.

          (a)     Immediately prior to the Effective Time all outstanding and unexercised Company Stock Options (as defined in Section 5.1(e)), whether vested or unvested, shall be canceled, and any holder thereof shall be entitled to receive at the Effective Time from the Company or as soon as practicable thereafter (but in no event later than 10 days after the Effective Time) from the Surviving Corporation in consideration for such cancellation an amount in cash equal to the product of (i) the number of shares of Common Stock previously subject to such holder’s Company Stock Options and (ii) the excess, if any, of the Merger Consideration over the exercise price per share previously subject to such Company Stock Option, less any required withholding taxes.

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          (b)     Immediately prior to the Effective Time all outstanding Restricted Stock Units (as defined in Section 5.1(e)), whether vested or unvested, shall be canceled, and any holder thereof shall be entitled to receive at the Effective Time from the Company or as soon as practicable thereafter (but in no event later than 10 days after the Effective Time) from the Surviving Corporation in consideration for such cancellation an amount in cash equal to the product of (i) the number of shares of Common Stock previously subject to such holder’s Restricted Stock Units and (ii) the Merger Consideration, less any required withholdings taxes.

          4.3  Payment for Shares.

          (a)     Prior to the Effective Time, Parent shall appoint a bank or trust company as may be approved by the Company (which approval shall not be unreasonably withheld) as exchange and paying agent for the exchange and payment of the Merger Consideration (the “Exchange Agent”). At or prior to the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of holders of shares of Common Stock, an amount in cash sufficient to make all payments pursuant to Section 4.3(b). Any cash deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.”

          (b)     Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (other than the Company or any of its Subsidiaries or Parent, Purchaser or any other subsidiary of Parent) of a certificate or certificates that, immediately prior to the Effective Time, evidenced outstanding Shares (the “Certificates”) (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent and the Company may reasonably agree and (ii) instructions for effecting the surrender of such Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Common Stock formerly represented by such Certificate and such Certificate shall then be canceled. No interest will be paid or will accrue for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. In the event of a transfer of ownership of Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made with respect to such Common Stock to such a transferee if the Certificate formerly representing such shares of Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid.

          4.4  Further Assurances.  At and after the Effective Time, the officers and directors of the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of the Company or Purchaser, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of the Company or Purchaser, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the rights, properties or assets acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger.

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          4.5  No Further Ownership Rights in Common Stock.   The Merger Consideration paid upon conversion of shares of Common Stock in accordance with the terms of Article III and this Article IV shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Common Stock.

          4.6  Termination of Exchange Fund.   Any portion of the Exchange Fund which remains undistributed to the holders of Certificates for two years after the Effective Time shall be delivered to the Surviving Corporation or otherwise on the instruction of the Surviving Corporation, and any holders of the Certificates who have not theretofore complied with this Article III shall thereafter look only to the Surviving Corporation and Parent for the Merger Consideration with respect to the shares of Common Stock formerly represented thereby to which such holders are entitled pursuant to Section 4.1 and Section 4.3(b).

          4.7  No Liability. None of Parent, Purchaser, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any Merger Consideration from the Exchange Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

          4.8  Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Certificate the Merger Consideration with respect to the shares of Common Stock formerly represented thereby.

          4.9  Withholding. The Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of Common Stock, such amounts as the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code, the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been received by the holder of Common Stock in respect of which such deduction or withholding was made by the Exchange Agent.

          4.10  Stock Transfer Books. At the close of business, New York City time, on the day the Effective Time occurs, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to such shares of Common Stock formerly represented thereby, except as otherwise provided herein or by law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be exchanged for the Merger Consideration with respect to the shares of Common Stock formerly represented thereby.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES

          5.1 Representations and Warranties of the Company. The Company hereby represents and warrants to Parent as follows:

          (a)     Due Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company (i) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, and (ii) is in good standing and is duly qualified to do business in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification necessary, except where the failure to so qualify or be in good standing would not reasonably be expected to have a Material Adverse Effect. The copies of the Amended and Restated Certificate of Incorporation and Amended and Restated By-laws of the Company, which were previously made available to Parent, are true, complete and correct copies of such documents as in effect on the date of this Agreement.

          (b)     Subsidiaries. Except as set forth in Section 5.1(b) of the Company Disclosure Schedule, each of the Company’s Subsidiaries is a corporation duly incorporated or otherwise organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure to so qualify or be in good standing would not reasonably be expected to have a Material Adverse Effect on the Company.

          (c)     Authorization and Validity of Agreement. The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject to the adoption of this Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast thereon by the stockholders of the Company (the “Stockholder Approval”). The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite action of the board of directors of the Company, and, subject to the receipt of the Stockholder Approval, no other corporate or other action on the part of the Company is or will be necessary for the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and is a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally and by general equity principles.

          (d)     No Conflict. Except as set forth in Section 5.1(d) of the Company Disclosure Schedule, except as specifically contemplated in this Agreement and except as would not reasonably be expected to have a Material Adverse Effect on the Company, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby will not:

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          5.2 Representations and Warranties of Parent and Purchaser. Each of Parent and Purchaser hereby represents and warrants to the Company as follows:

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          5.3  No Other Representations or Warranties of the Parties. Each party hereto represents and warrants to the other, and agrees, that it is the explicit intent of each party hereto that, except for the express representations and warranties contained in this Agreement, the Company is not making any representation or warranty whatsoever, express or implied, including any implied warranty or representation as to condition, merchantability or suitability as to any acquired asset, and that Parent will take the Company and all its assets “as is” and “where is.” It is understood that any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Parent are not and shall not be deemed to be or to include representations or warranties of the Company or any of its Affiliates.

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ARTICLE VI

COVENANTS

          6.1  Access; Information and Records; Confidentiality.

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          6.3  Non-Solicitation.

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          6.4 Non-U.S. Merger Control Regulations; Best Efforts.

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          6.5  Stockholder Approval; Preparation of Proxy Statement.

          6.6  Public Announcements. The Company and Parent shall use all reasonable efforts to develop a joint communications plan and each party shall use all reasonable efforts to (a) to ensure that all press releases and other public statements with respect to the transactions contemplated hereby shall be consistent with such joint communications plan, and (b) unless otherwise required by applicable Law or by obligations pursuant to any listing agreement with or rules of any securities exchange, to consult with each other before issuing any press release or otherwise making any public statement with respect to this Agreement or the transactions contemplated hereby.

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          6.7 Employees.

          6.8  Takeover Laws. No party will take any action that would cause the transactions contemplated by this Agreement to be subject to requirements imposed by any Takeover Law and each of them will take all necessary steps within its control to exempt (or ensure the continued exemption of) those transactions from, or if necessary to challenge the validity or applicability of, any applicable law, as now or hereafter in effect.

          6.9  Company Rights Plan. The Board of Directors of the Company shall take action necessary in order to render the Company Rights inapplicable to the Offer and the Merger and the other transactions contemplated by this Agreement.

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          6.10 Directors’ and Officers’ Indemnification and Insurance.

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          6.11  Termination of Cegedim Agreement and Payment of Termination Fee. Simultaneously with the execution and delivery of this Agreement: (i) the Company shall deliver a written notice to Cegedim terminating the Cegedim Agreement in accordance with its terms (the “Cegedim Termination Notice”) and take all such other actions as Parent shall reasonably request as are necessary to terminate the Cegedim Agreement and (ii) Parent shall pay, on behalf of the Company, an amount of cash equal to $1,095,000 in immediately available funds to an account specified in writing by the Company as payment of the termination fee due and payable by the Company under the Cegedim Agreement, and such funds shall be used solely to pay the termination fee due under Section 8.2 of the Cegedim Merger Agreement.

          6.12  Settlement Agreement. Simultaneously with the execution and delivery of this Agreement, Parent and the Company and each member of the Company’s Board of Directors shall execute and deliver the Settlement Agreement.

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ARTICLE VII

CONDITIONS PRECEDENT

          7.1  Conditions Precedent to Obligations of Parties. The respective obligations of each of the parties hereto to effect the Merger are subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions:

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ARTICLE IX

MISCELLANEOUS

          9.1  Non-Survival of Representations, Warranties and Agreements.

           (a)    None of the representations, warranties, covenants and other agreements of the Company, Parent or Purchaser in this Agreement, in the Company Disclosure Schedule with respect to the Company, or in any instrument delivered by any party pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, shall survive the Effective Time, except for (i) those covenants and agreements contained herein and therein that by their terms apply or are to be performed in whole or in part after the Effective Time and (ii) this Article IX.

          9.2  Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or by telecopy or facsimile, upon confirmation of receipt, (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service, or (c) on the fifth Business Day following the date of mailing if delivered by registered or certified first-class mail return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

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          9.3  Counterparts; Facsimile Signature. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument. Any party may execute this Agreement by facsimile signature, and the other parties will be entitled to rely on such facsimile signature as conclusive evidence that this Agreement has been duly executed by such party.

          9.4  Entire Agreement. This Agreement (including any exhibits or annexes hereto, the documents referred to herein and the Company Disclosure Schedule) constitutes the entire agreement among all the parties hereto and terminates and supersedes all prior agreements and understandings, oral and written, among all the parties hereto with respect to the subject matter hereof.

          9.5  No Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Except for Section 6.10 and the terms of the Settlement Agreement (each of which is expressly contemplated to be enforceable by the beneficiaries thereof), nothing in this Agreement, expressed or implied, is intended to or shall confer on any Person other than the parties hereto or their respective successors and assigns, any rights, remedies or Liabilities under or by reason of this Agreement.

          9.6  Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto, in whole or in part (whether by operation of law or otherwise), without the prior written consent of the other parties, and any attempt to make any such assignment without such consent shall be null and void; provided, however, that Parent may assign in writing its rights and obligations, in whole or in part, to one or more of its wholly-owned Subsidiaries, but Parent shall remain jointly and severally liable with any such assignee(s) with respect to all obligations of Parent hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

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          9.7  Amendment and Modification; Waiver. This Agreement may be amended, modified and supplemented only by a written instrument authorized and executed on behalf of the parties at any time prior to the Closing Date with respect to any of the terms contained herein. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and executed by the party so waiving. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants, or agreements contained herein, and in any documents delivered or to be delivered pursuant to this Agreement and in connection with the Closing hereunder. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

          9.8  Enforcement; Jurisdiction. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States located in the State of New York, this being in addition to any other remedy to which they are entitled at law or in equity subject to the terms hereof. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the federal courts of the United States in the Southern District of New York or the Eastern District of New York in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court and (c) agrees that it will not bring any Proceeding relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than such courts sitting in the State of New York.

          9.9  Waiver of Jury Trial. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

          9.10  Company Disclosure Schedule. Disclosures included in the Company Disclosure Schedule shall be considered to be made for all purposes of this Agreement. Inclusion of any matter or item in any Section of the Company Disclosure Schedule does not imply that such matter or item would, under the provisions of this Agreement, have to be included in any other Section of the Company Disclosure Schedule or that such matter or term is otherwise material. Parent and the Company shall in good faith agree in writing upon any amendment, supplement or modification to the Company Disclosure Schedule.

          9.11  Costs and Expenses. Regardless of whether the transactions contemplated by this Agreement are consummated and except as otherwise provided in this Agreement, the Company, on the one hand, and Parent, on the other hand, will each bear their own costs and expenses (including attorneys’ fees and costs) incurred in connection with this Agreement and the transactions contemplated by this Agreement.

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          9.12  Mutual Drafting. The parties hereto have been represented by counsel who have carefully negotiated the provisions hereof. As a consequence, the parties do not intend that the presumptions of any laws or rules relating to the interpretation of contracts against the drafter of any particular clause should be applied to this Agreement and therefore waive their effects. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the parties.

          9.13 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

          9.14  Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid or enforceable, such provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

[SIGNATURE PAGE FOLLOWS]

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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective duly authorized Representative as of the date first above written.

EXHIBIT B

CONDITIONS TO THE OFFER

        Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger (the “Agreement”) of which this Exhibit B is a part. Notwithstanding any other provision of the Offer and subject to the terms of the Agreement, Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any tendered Shares, and may terminate the Offer, in each case, consistent with the terms of the Agreement and not accept for payment any tendered Shares, if (i) there shall not have been validly tendered and not withdrawn prior to the expiration of the Offer such number of Shares which would constitute at least a majority of the Shares outstanding on a diluted basis on the date of acceptance for payment (“on a diluted basis” means the number of Shares outstanding, together with the Shares which the Company may be required to issue pursuant to warrants, options or obligations outstanding at that date under employee stock or similar benefit plans or otherwise to the extent that the exercise prices or strike prices in respect of such warrants, options or obligations are less than the Offer Consideration) (the “Minimum Condition”), (ii) the Agreement shall have been terminated in accordance with its terms, or (iii) at any time on or after the date of the Agreement and prior to the expiration of the Offer, any of the following events shall occur and be continuing and shall not have resulted from the breach by Parent or Purchaser of any of their obligations under the Agreement:

               (a)        there shall be any Order of any nature of any court or Governmental Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the Offer and Merger; provided, that each of Parent and Purchaser shall have used its best efforts to have such Order vacated or denied, including complying with Section 6.4(b) of the Agreement; or

               (b)        (i) the representations and warranties of the Company contained in the Agreement shall not be true and correct, except in each case for the failure of any such representation or warranty to be true and correct which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) any such inaccuracy has not been cured; or

               (c)        (i) the Company shall have breached or failed to perform any obligation or to comply with any agreement, covenant or condition of the Company to be performed by or complied with by it under the Agreement, (ii) any such breach or failure would reasonably be expected to have a Material Adverse Effect and (iii) any such breach or failure has not been cured; or

               (d)        except as indicated in the Company Disclosure Schedule, there shall have occurred a Material Adverse Effect on the Company

which, in the reasonable judgment of Parent or Purchaser, in any such case set forth in clauses (a)–(d), makes it inadvisable to proceed with the Offer and/or with such acceptance for payment or, of payment for, Shares.

        Subject to the terms of the Agreement, the foregoing conditions are for the sole benefit of Parent and Purchaser and may be waived (except for the Minimum Condition) by Parent or Purchaser, in whole or in part, at any time and from time to time, in the sole discretion of Parent or Purchaser. The failure by Parent or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.