EXCLUSIVE LICENSE AGREEMENT

THIS EXCLUSIVE LICENSE AGREEMENT (the Agreement) is made and entered into this 31st day of December, 2003, by and between NDCHEALTH CORPORATION, a Delaware corporation (NDCHealth), and ARCLIGHT SYSTEMS LLC, a Delaware limited liability company (Arclight).

BACKGROUND:

A. Arclight receives Member Data from each Arclight Member and has certain data processing protocols and products relating to such Member Data.

B. NDCHealth receives similar pharmacy retail data from certain Arclight Members and from other sources and has similar data processing protocols and products relating to such data.

C. NDCHealth desires to license on an exclusive basis certain data, products, trademarks and technology from Arclight, and Arclight desires to grant such license to NDCHealth, all subject to and in accordance with the terms and conditions contained in this Agreement.

NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. DEFINITIONS.

Additional Contingent Exclusivity Fee shall have the meaning specified in Section 8.2.

Affiliate shall mean, with respect to any Person, any other Person which directly or indirectly controls, is controlled by or is under common ownership or control with such Person. As used herein, control means the power to direct the management and affairs of a Person, and ownership means the beneficial ownership of 50% or more of the voting equity securities or other equivalent voting interests of the Person.

Agreement to be Bound shall have the meaning specified in Section 3.2.

Annual Term shall have the meaning specified in Section 6.2.

Applicable Percentage shall have the meaning specified in Section 8.5.

Arclight shall have the meaning set forth in the preamble.

Arclight Data shall mean all Member Data provided to Arclight (or to NDCHealth on Arclights behalf) by all Arclight Members at any time prior to the termination or expiration of this Agreement (including all Member Data provided prior to the date hereof).

Arclight Member shall mean all current equity owner members of Arclight. The Arclight Members as of the date hereof are listed on Exhibit A.

Arclight Product shall mean each of the Arclight products listed on Exhibit B.

Arclight Representative shall have the meaning specified in Section 6.2.

Arclight System shall mean the system to be established by NDCHealth (at its sole cost and expense) and located within its data center in Atlanta, Georgia, designed to receive and perform initial processing of Arclight Data as contemplated by Exhibit F, and which system shall (i) be separate and independent from NDCHealths Information Management Business and (ii) be operated and maintained by personnel who are neither employed by nor subject to the management control of the Information Management Business.

Arclight Technology shall mean all copyrights and copyright applications, copyrightable works, mask works, patents and patent applications, processes, inventions, computer programs, trade secrets, confidential information and materials, goodwill and other intellectual property owned by Arclight (and all specifications, functionality requirements and instructions therefor and all Improvements thereto owned by Arclight pursuant to Section 2.6), including its data quality control process (which encompasses receipt, edits and cleansing for accuracy and reporting consistency), its projection and statistical analysis methodology, its database and report production process, its encryption technology, and its process which matches prescription data to de-identified patients across Arclight Members other than Wal-Mart (and matches prescription data to de-identified patients within Wal-Mart), but specifically excluding (i) all intellectual property rights licensed to Arclight and (ii) all Arclight Technology relating exclusively to the ScriptLine business previously operated by Arclight.

Arclight Trademarks shall mean the trademarks, service marks, logos, trade dress and trade names set forth on Exhibit J and any applications and registrations therefor.

Average Closing Price shall have the meaning specified in Section 8.1.

Closing shall have the meaning specified in Section 17.1.

Closing Date shall mean the date and time on which the Closing actually occurs.

Confidential Information shall mean the proprietary and confidential data or information of a party, other than its Trade Secrets, which is of tangible or intangible value to such party and is not generally known by or available to the competitors of such party. Notwithstanding the foregoing, Confidential Information shall not include any data or information used in accordance with the terms of this Agreement which (i) at the time of disclosure to the receiving party is in the public domain or thereafter enters the public domain through no wrongful act or omission of the receiving party; (ii) is already known by the receiving party at the time of disclosure by the disclosing party and such data or information is not otherwise subject to confidentiality obligations of the receiving party; (iii) is received from a third party who, to the receiving partys knowledge, may disclose such data or information without violation of any confidentiality obligation; or (iv) is independently developed by the

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receiving party without reference to the disclosing partys Confidential Information or Trade Secrets.

Coordinating Committee shall have the meaning specified in Section 6.1.

Core Product shall mean each of the NDCHealth products listed on Exhibit C.

Data Contribution Agreements shall mean those certain Data Contribution Agreements listed on Exhibit D pursuant to which the Arclight Members who are parties thereto deliver Member Data to Arclight.

Data Delivery Agreement shall mean that certain Data Delivery Agreement between NDCHealth and Arclight dated as of May 29, 2002, as amended from time to time.

DDA Amendment shall have the meaning specified in Section 7.

Dispute shall have the meaning specified in Section 19.1.

Exchange Act shall mean the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder).

First Committee Meeting shall have the meaning specified in Section 6.3.

Fiscal Year shall mean NDCHealths fiscal year which begins on the Saturday closest to June 1 of a particular year and ends on the Friday closest to June 1 of the following year. NDCHealths 2005 Fiscal Year means May 29, 2004, through May 27, 2005.

GAAP shall have the meaning specified in Section 10.4.

HIPAA shall have the meaning specified in Section 9.

HSR Act shall mean the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (together with the rules and regulations promulgated thereunder).

Improvements shall have the meaning specified Section 2.6.

Information Management Business shall mean the information management business which provides decision-support solutions to pharmaceutical manufacturers based on data from retail pharmacies, drug wholesalers and pharmaceutical manufacturers operated by NDCHealth Information Services (Arizona), Inc. (or any successor thereto), which entity performs, except as set forth in the proviso below, (i) all direct sales activities and (ii) all customer service and relationship management for NDCHealths information management business; provided, however, the parties acknowledge that certain administrative and management functions with respect to NDCHealths information management business are performed by NDCHealths senior executive officers located at NDCHealths headquarters in Atlanta, Georgia.

Initial Exclusivity Fee shall have the meaning specified in Section 8.1.

Initial NDCHealth Shares shall have the meaning specified in Section 11.4.

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Licensed Items shall mean the Arclight Data, the Arclight Products, the Arclight Technology and the Arclight Trademarks.

Longitudinal Product shall mean any product which matches prescription data to de-identified patients across a group of retail pharmacies.

Material Adverse Effect shall mean any event, change or effect that individually or when taken together with all other such events, changes or effects is or could reasonably be expected (as far as can be foreseen at the time) to be materially adverse to the business, assets, liabilities, financial condition, or results of operations of NDCHealth.

Member Data shall mean all prescription and related data provided to Arclight (or to NDCHealth on Arclights behalf) by any Arclight Member at any time prior to the termination or expiration of this Agreement (including all such data provided prior to the date hereof). The data elements and format of Member Data as of the date hereof are set forth on Exhibit E.

NDCHealth shall have the meaning specified in the preamble.

NDCHealth Common Stock shall mean the $0.01 par value common stock of NDCHealth.

NDCHealth Representative shall have the meaning specified in Section 6.2.

NDCHealth Products shall mean Core Products, Non-Core Products and R&C Studies.

Net Revenue shall mean NDCHealths consolidated gross revenues from the sale of NDCHealth Products, less any applicable sales allowances and discounts, all determined in accordance with generally accepted accounting principles (in the manner applied by NDCHealth in its SEC Documents as of the date of this Agreement).

Non-Core Product shall mean any product (including all Longitudinal Products) other than a Core Product which is sold by NDCHealth or any of its Affiliates to any third party and into which Arclight Data (whether or not such data is also purchased by NDCHealth pursuant to separate agreements with Arclight Members or third party aggregators) is commingled, combined, aggregated or disaggregated or in connection with which any other Licensed Item (excluding all Arclight Technology other than Arclights longitudinal data linking processes) is used, but specifically excluding R&C Studies.

NYSE shall mean the New York Stock Exchange, Inc.

Person shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or other entity.

Potential Infringement shall have the meaning specified in Section 2.9(a).

R&C Studies shall mean de-identified patient research and tracking studies which are sold by NDCHealth or any of its Affiliates to any third party and into which Arclight Data (whether or not such data is also purchased by NDCHealth pursuant to separate agreements with

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Arclight Members or third party aggregators) is commingled, combined, aggregated or disaggregated or in connection with which any other Licensed Item (excluding all Arclight Technology other than Arclights longitudinal data linking processes) is used.

Registration Rights Agreement shall mean that certain Registration Rights Agreement, dated as of the Closing Date, by and between Arclight and NDCHealth, substantially in the form attached hereto as Exhibit K.

SEC shall mean the Securities and Exchange Commission, including any governmental authority or agency succeeding to the functions thereof.

SEC Documents shall have the meaning specified in Section 10.3.

Securities Act shall mean the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder).

Trade Secret shall mean each trade secret of a party as defined under applicable law.

Transaction shall have the meaning specified in Section 15.4.

Transition Agreement shall mean that certain Transition Agreement, dated as of the Closing Date, by and between NDCHealth and Arclight, substantially in the form attached hereto as Exhibit I.

VAN shall mean NDCHealths value-added network pursuant to which NDCHealth provides pharmacies with transaction-based services.

Wal-Mart shall mean Wal-Mart Stores, Inc.

Warrant Agreement shall mean that certain Warrant Agreement, dated as of the Closing Date, by and between NDCHealth and Arclight, substantially in the form attached hereto as Exhibit L.

2. LICENSES.

2.1 Arclight Data. Subject to the terms and conditions of this Agreement, Arclight hereby licenses to NDCHealth, and NDCHealth hereby accepts from Arclight an exclusive, perpetual (with respect to Arclight Data received prior to the termination of this Agreement), worldwide right and license to use, collect, organize, re-format, translate, analyze, copy, sell, sublicense, exploit, modify, and create derivative works of all Arclight Data received by NDCHealth pursuant to this Agreement to enable NDCHealth to: (a) integrate such Arclight Data into one or more Core Products and/or Non-Core Products in connection with the marketing, license or sale of such products; (b) develop one or more Non-Core Products; and (c) use such Arclight Data in connection with the conduct and commercialization of R&C Studies.

2.2 Arclight Products. Subject to the terms and conditions of this Agreement, Arclight hereby licenses to NDCHealth, and NDCHealth hereby accepts from Arclight, an exclusive, worldwide right and license to use, sell (either directly or through its distribution

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