DENDRITE INTERNATIONAL INC
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<TYPE>EX-10.35
<SEQUENCE>9
<FILENAME>cosgroveindemnagr.htm
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<TITLE>
Cosgrove Indemnification Agreement
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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>INDEMNIFICATION
AGREEMENT</FONT></H1>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Indemnification Agreement (the &#147;<U>Agreement</U>&#148;) dated as of November 8,
2001, by and between Dendrite International Inc. a New Jersey corporation (the &#147;<U>Company</U>&#148;),
and Brent Cosgrove, an executive officer of the Company (the &#147;<U>Indemnitee</U>&#148;):  </FONT></P>

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<A NAME="WITNESSETH:"></A>
<P ALIGN=CENTER><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>WITNESSETH: </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Indemnitee is presently serving as an executive officer of the Company. and the
Company desires the Indemnitee to continue in such capacity; </FONT></P>


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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Indemnitee is willing, subject to certain conditions (including the execution and
performance of this Agreement by the Company), to continue in that capacity;  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
in addition to the indemnification to which the Indemnitee is entitled under the Company&#146;s
certificate of incorporation (the &#147;<U>Certificate</U>&#148;), the Company maintains
at its sole expense insurance protecting its officers and directors (including the
Indemnitee) against certain losses arising out of actual or threatened actions, suits or
proceedings to which such persons may be made or threatened to be made parties; and  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
as a result of circumstances having no relation to, and beyond the control of, the
Company and the Indemnitee, there can be no assurance of the continuation or renewal of
that insurance;  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, to induce the Indemnitee to continue to serve in her present capacity and in
consideration of these premises and the mutual agreements set forth in this Agreement,
the Company and the Indemnitee agree as follows:  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1. <U>Continued
Service</U>. The Indemnitee will continue to serve as an executive officer of the Company
until removal by the Board of Directors in accordance with the Company&#146;s bylaws (the
&#147;By-Laws&#148;) or she resigns in writing in accordance with applicable law. </FONT></P>


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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2. <U>Initial
Indemnity</U>. (a) The Company shall indemnify the Indemnitee who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, administrative, investigative or criminal (other than an
action by or in the right of the Company), by reason of the fact that she is or was or
had agreed to become an executive officer of the Company, or is or was serving or had
agreed to serve at the request of the Company as a director, officer, trustee, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise,
or by reason of any action alleged to have been taken or omitted in such capacity,
against any and all costs, charges and expenses (including attorneys, and others&#146;fees
and expenses), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the Indemnitee in connection therewith and any appeal therefrom if the
Indemnitee acted in good faith and in a manner she reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe her conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendre or its equivalent shall not, of itself, create a presumption that
the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable
thereto.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
The Company shall indemnify the <U>Indemnitee</U>who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding by
or in the right of the Company to procure a judgment in its favor by reason of the fact
that she is or was or had agreed to become an executive officer of the Company, or is or
was serving or had agreed to serve at the request of the Company as a director, officer,
trustee, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against costs, charges and expenses (including attorneys&#146;and others&#146;fees
and expenses) actually and reasonably incurred by her in connection with the defense or
settlement thereof or any appeal therefrom if she acted in good faith and in a manner she
reasonably believed to be in or not opposed to the best interests of the Company and
except that no indemnification shall be made in respect of any claim, issue or matter as
to which the Indemnitee shall have been adjudged to be liable to the Company unless and
only to the extent that the Superior Court or the court in which such action, suit or
proceeding was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the Indemnitee is fairly and
reasonably entitled to indemnity for such expenses which the Superior Court or such other
court shall deem proper.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) To
the extent that the Indemnitee has been successful on the merits or otherwise, including
without limitation the dismissal of an action without prejudice, in any action, suit or
proceeding referred to in Sections 2(a) or 2(b) or in defense of any claim, issue or
matter therein, she shall be indemnified against costs, charges and expenses (including
attorneys&#146;and others&#146;fees and expenses) actually and reasonably incurred by her
in connection therewith.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
Any indemnification under Sections 2(a) or 2(b) (unless ordered by a court) shall be made
by the Company only as authorized in the specific case upon a determination in accordance
with Section 4 or any applicable provision of the Certificate, By-Laws, other agreement,
resolution or otherwise. Such determination shall be made (i) by the Board of Directors
of the Company (the &#147;<U>Board</U>&#148;) by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding, (ii) if such a
quorum of disinterested directors is not available or so directs, by independent legal
counsel (designated in the manner provided below in this subsection (d)) in a written
opinion or (iii) by a majority vote of a quorum of the stockholders of the Company at a
meeting duly called and held present (the &#147;<U>Stockholders</U>&#148;). Independent
legal counsel shall be designated by vote of a majority of the disinterested directors;
<U>provided, however</U>, that if the Board is unable or fails to so designate, such
designation shall be made by the Indemnitee subject to the approval of the Company (which
approval shall not be unreasonably withheld). Independent legal counsel shall not be any
person or firm who, under the applicable standards professional conduct then prevailing,
would have a conflict of interest in representing either the Company or the Indemnitee in
an action to determine the Indemnitee&#146;s rights under this Agreement. The Company
agrees to pay the reasonable fees and expenses of such independent legal counsel and to
indemnify fully such counsel against costs, charges and expenses (including attorneys&#146;and
others fees and expenses) actually and reasonably incurred by such counsel in connection
with this Agreement or the opinion of such counsel pursuant hereto.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)
Al1 expenses (including attorneys' and others', fees and expenses) incurred by the
Indemnitee in her capacity as an executive officer of the Company in defending an actual
or threatened civil or criminal action, suit or proceeding shall be paid by the Company
in advance of the final disposition of such action, suit or proceeding in the manner
prescribed by Section 4(b).  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)
The Company shall not adopt any amendment to the Certificate or By-Laws the effect of
which would be to deny, diminish or encumber the Indemnitee&#146;s rights to indemnity or
encumber the Indemnitee&#146;s rights to indemnity pursuant to the Certificate, By-Laws,
the New Jersey Business Corporation Act (the &#147;<U>Corporation Act</U>&#148;) or any
other applicable law as applied to any act or failure to act occurring in whole or in
part prior to the date (the &#147;Effective Date&#148;) upon which the amendment was
approved by the Board of Stockholders, as the case may be. If the Company shall adopt any
amendment to the Certificate or By-Laws the effect of which would be to so deny, diminish
or encumber the Indemnitee&#146;s rights to indemnity, such amendment shall apply only to
acts or failures to act occurring entirely after the Effective Date thereof.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3. <U>Additional
Indemnification</U>. (a) Pursuant to Section 14A:3-5 of the Corporation Act, without
limiting any right which the Indemnitee may have pursuant to Section 2, the Certificate,
the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to
the limitations on the maximum permissible indemnity which may exist under applicable law
at the time of any request for indemnity hereunder determined as contemplated by Section
3(a), the Company shall indemnify the Indemnitee against any amount which she is or
becomes legally obligated to pay relating to or arising out of any claim made against her
because of any act, failure to act or neglect or breach of duty, including any actual or
alleged error, misstatement or misleading statement, which she commits, suffers, permits
or acquiesces in while acting in her capacity as an executive officer of the Company, or,
at the request of the Company, as a director, officer, trustee, employee or agent of
another corporations partnership, joint venture, trust or other enterprise. The payments
which the Company is obligated to make pursuant to this Section 3 shall include without
limitation damages, judgments, settlements and charges, costs, expenses, expenses of
investigation and expenses of defense of legal actions, suits, proceedings or claims and
appeals therefrom, and expenses of appeal, attachment or similar bonds; <U>provided,
however</U>, that the Company shall not be obligated under this Section 3(a) to make any
payment in connection with any claim against the Indemnitee if a judgment or other final
adjudication adverse to the Indemnitee establishes that her acts or omissions (i) were in
breach of her duty of loyalty to the Company or the Stockholders, (ii) were not in good
faith or involved a knowing violation of law, or (iii) resulted in receipt by the
Indemnitee of an improper personal benefit. The determination of whether the Indemnitee
shall be entitled to indemnification under this Section 3(a) may be, but shall not be
required to, be made in accordance with Section 4(a). If that determination is so made,
it shall be binding upon the Company and the Indemnitee for all, purposes.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
Expenses (including without limitation attorneys' and others' fees and expenses) incurred
by Indemnitee in defending any actual or threatened civil or criminal action, suit,
proceeding or claim shall be paid by the Company in advance of the final disposition
thereof as authorized in accordance with Section 4(b).  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4. <U>Certain
Procedures Relating to Indemnification and Advancement of</U><U>Expenses</U>. (a) Except
as otherwise permitted or required by the Corporation Act, for purposes of pursuing her
rights to indemnification under Sections 2(a), 2(b) or 3(a), as the case may be, the
Indemnitee may, but shall not be required to, (i) submit to the Board a sworn statement
of request for indemnification substantially in the form of <U>Exhibit A </U>attached
hereto and made a part hereof (the &#147;<U>Indemnification Statement</U>&#148;) averring
that she is entitled to indemnification hereunder; and (ii) present to the Company
reasonable evidence of all expenses for which payment is requested, including appropriate
invoices. Submission of an Indemnification Statement to the Board shall create a
presumption that the Indemnitee is entitled to indemnification under Sections 2(a), 2(b)
or 3(a), as the case may be, and the Board shall be deemed to have determined that the
Indemnitee is entitled to such indemnification unless within 30 calendar days after
submission of the Indemnification Statement the Board shall determine by vote of a
majority of the directors at a meeting at which a quorum is present, based upon clear and
convincing evidence (sufficient to rebut the foregoing presumption), and the Indemnitee
shall have received notice within such period in writing of such determination, that the
Indemnitee is not so entitled to indemnification, which notice shall disclose with
particularity the evidence in support of the Board&#146;s determination. The foregoing
notice shall be signed by the director presiding as chairman at the meeting at which the
vote to deny indemnification was taken or, if the action to deny indemnification was by
written consent without a meeting, signed by all persons who participated in the
determination and voted to deny indemnification. The provisions of this Section 4(a) are
intended to be procedural only and shall not affect the right of the Indemnitee to
indemnification under this Agreement, and any determination by the Board that the
Indemnitee is not entitled to the indemnification and any failure to make the payments
requested in the Indemnification Statement shall be subject to judicial review as
provided in Section 7.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
For purposes of determining whether to authorize advancement of expenses pursuant to
Section 2(e), the Indemnitee shall submit to the Board a sworn statement of request for
advancement of expenses substantially in the form of <U>Exhibit B</U>attached hereto and
made a part hereof (the &#147;Undertaking&#148;), averring that (i) she has reasonably
incurred or will reasonably incur actual expenses in defending an actual or threatened
civil or criminal action, suit, proceeding or claim and (ii) she undertakes to repay such
amount if it shall ultimately be determined that she is not entitled to be indemnified by
the Company under this Agreement or otherwise, which repayment shall be made within 180
days of a written request therefor by the Company. For purposes of requesting advancement
of expenses pursuant to Section 3(b), the Indemnitee may, but shall not be required to,
submit an Undertaking or such other form of request, as she determines to be appropriate
(an <U>&#147;Expense Request</U>&#148;). Upon receipt of an Undertaking or Expense
Request, as the case may be, the Board may make reasonable inquiries to determine whether
such expenses relate to an action, suit, proceeding or claim the subject matter of which
is of the type for which the Indemnitee may make a claim for indemnification under this
Agreement. Unless the Board determines within 10 calendar days after receipt of such
Undertaking or Expense Request that such expenses relate to an action, suit, proceeding
or claim the subject matter of which is not of the type for which the Indemnitee may make
a claim for indemnification under this Agreement, the Board shall authorize immediate
payment of the expenses stated in the Undertaking or Expense Request, as the case may be,
whereupon such payments shall immediately be made by the Company. No security shall be
required in connection with any Undertaking or Expense Request and any Undertaking or
Expense Request shall be accepted without reference to the Indemnitee&#146;s ability to
make repayment. For purposes of pursuing her rights to advancement of expenses hereunder,
the Indemnitee shall present to the Company reasonable evidence of all expenses for which
advancement is requested, including appropriate invoices.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5. <U>Subrogation.
Duplication of Payments</U>. (a) In the event of payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights of
recovery of the Indemnitee, who shall execute all papers required and shall do everything
that may be necessary to secure such rights, including the execution of such documents
necessary to enable the Company effectively to bring suit to enforce such rights. </FONT></P>


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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
The Company shall not be liable under this Agreement to make any payment in connection
with any claim made against the Indemnitee to the extent the Indemnitee has actually
received payment (under any insurance policy, the Certificate, the By-Laws or otherwise)
of the amounts otherwise payable hereunder.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6. <U>Enforcement</U>.
(a) if a claim for indemnification made to the Company pursuant to Section 4 is not paid
in full by the Company within 30 calendar days after a written claim has been received by
the Company, the Indemnitee may at any time thereafter bring suit against the Company to
recover the unpaid amount of the claim. </FONT></P>


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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) In
any action brought under Section 6(a), it shall be a defense to a claim for
indemnification pursuant to Sections 2(a) or 2(b) (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of its final
disposition where the Undertaking, if any is required, has been tendered to the Company)
that the Indemnitee has not met the standards of conduct which make it permissible under
the Corporation Act for the Company to indemnify the Indemnitee for the amount claimed,
but the burden or proving such defense shall be on the Company. Neither the failure of
the Company (including the Board, independent legal counsel or the Stockholders) to have
made a determination prior to commencement of such action that indemnification of the
Indemnitee is proper in the circumstances because she has met the applicable standard of
conduct set forth in the Corporation Act, nor an actual determination by the Company
(including the Board, independent legal counsel or the Stockholders) that the Indemnitee
has not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the Indemnitee has not met the applicable standard of conduct.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
The Indemnitee shall not be required to incur the expenses associated with the
enforcement of her rights under thus Agreement by litigation or other legal action
because the cost and expense thereof would substantially detract from the benefits
intended to be extended to the Indemnitee hereunder. Accordingly, if the Company has
failed to comply with any of its obligations under this Agreement or if the Company or
any other person takes any action to declare this Agreement void or unenforceable, or
institutes any action, suit or proceeding designed (or having the effect of being
designed) to deny, or to recover from, the Indemnitee the benefits intended to be
provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee
from time to time, at the expense of the Company as hereinafter provided, to retain
counsel (in compliance with Section 7) to represent the Indemnitee in connection with the
initiation or defense of any such action, suit, or proceeding, whether by or against the
Company or any director, officer, stockholder or other person affiliated with the
Company, in any jurisdiction. The Company shall pay and be solely responsible for any and
all costs, charges and expenses (including attorneys&#146;and others&#146;fees and
expenses) reasonably incurred by the Indemnitee (i) as a result of the Company&#146;s
failure to perform this Agreement or any provision hereof or (ii) as a result of the
Company or any Person contesting the validity or enforceability, of this Agreement or
any, provision hereof as aforesaid.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7. <U>Counsel</U>.
With respect to any action, suit, proceeding or claim for which indemnification or
advancement of expenses may be sought pursuant to this Agreement and upon request of the
Indemnitee after the Indemnitee has submitted an Indemnification Statement to the Board,
the Company shall retain counsel reasonably satisfactory to the Indemnitee to represent
the Indemnitee and any other the Company may designate (which may include the Company) in
connection with the action, suit, proceeding or claim to which the Indemnification
Statement relates. In connection with any such action, suit, proceeding or claim, the
Indemnitee shall have the right to retain her own counsel at her own expense, except that
the fees and expenses of such counsel retained by the Indemnitee shall be expenses for
which indemnification and advancement shall be available under this Agreement if (i) the
Company and the Indemnitee shall have agreed to the retention of such counsel or (ii) the
parties named or threatened to be named in any such action, suit, proceeding or claim
(including impleaded parties) include, in addition to the Indemnitee, the Company or
another party who may be indemnified by the Company and representation of more than one
party by the same counsel would be inappropriate due to actual or, in the reasonable
opinion of the Company, potential conflicts of interests between them.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8. <U>Merger
or Consolidation</U>. If the Company shall be a constituent corporation in a
consolidation, merger or other reorganization, the Company, if it shall not be the
surviving, resulting or other corporation therein, shall require as a condition thereto
the surviving, resulting or acquiring corporation to agree to indemnify the Indemnitee to
the full extent provided in this Agreement. Whether or not the Company is the resulting,
surviving or acquiring corporation in any such transaction, the Indemnitee shall also
stand in the same position under this Agreement with respect to the resulting, acquiring
corporation as she would have with respect to the Company if its separate existence had
continued.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9. <U>Nonexclusivity
and Severability</U>. (a) The right to indemnification provided by this Agreement shall
not be exclusive of any other rights to which the Indemnitee may be entitled under the
Certificate, By-Laws, the Corporation Act, any other statute, insurance policy,
agreement, vote of stockholders or directors or otherwise, both as to actions in her
official capacity and as to actions in another capacity while holding such office, and
shall continue after the indemnitee has ceased to be a director, officer, trustee,
employee or agent and shall inure to the benefit of her heirs, executors and
administrators.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) If
any provision of this Agreement or the application of any provision hereof to any person
or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of
this Agreement and the application of such provision to other persons or circumstances
shall not be affected, and the provision so held to be invalid, unenforceable or
otherwise illegal shall be reformed to the extent (and only to the extent) necessary to
make it enforceable, valid and legal.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10. <U>Governing
Law</U>. This Agreement shall be governed by and construed in accordance with the laws of
the State of New Jersey, without giving effect to the principles of conflicts of law
thereof. </FONT></P>


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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11. <U>Modification
Survival</U>. This Agreement contains the entire agreement of the parties relating to the
subject matter hereof. This Agreement may be modified only by an instrument in writing
signed by both parties hereto. The provisions of this Agreement shall survive the death,
disability, or incapacity of the Indemnitee or the termination of the Indemnitee&#146;s
service as an executive officer of the Company and shall inure to the benefit of the
Indemnitee&#146;s heirs, executors and administrators.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12. <U>Certain
Terms</U>. For purposes of this Agreement, references to &#147;other enterprises&#148;shall
include employee benefit plans; references to &#147;fines&#148;shall include any excise
taxes assessed on Indemnitee with respect to any employee benefit plan; and references to
&#147;serving at the request of the Company&#148;shall include any service as a director,
officer, trustee, employee or agent of the Company which imposes duties on, or involves
services by, the <U>Indemnitee</U>with respect to an employee benefit plan, its
participants or beneficiaries; references to the masculine shall include the feminine;
references to the singular shall include the plural and <U>vice versa;</U>and if the
Indemnitee acted in good faith and in a manner reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan she shall be deemed to
have acted in a manner &#147;not opposed to the best interests of the Company&#148;as
referenced to herein.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13. <U>Headings
and Interpretation</U>. When a reference is made in this Agreement to Sections or
Exhibits, such references shall be to a Section or Exhibit to this Agreement unless
otherwise indicated. </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the Company and the Indemnitee have duly executed this Agreement as of
the date first above written.  </FONT></P>

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<TABLE WIDTH=600 CELLSPACING=0 CELLPADDING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>DENDRITE INTERNATIONAL, INC.</B><BR><BR>
<BR>By: CHRISTINE A. PELLIZZARI<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
Christine A. Pellizzari<BR>Vice President, General Counsel &amp; Secretary<BR>
<BR>
<BR>By: BRENT COSGROVE<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
Brent Cosgrove<BR>Vice President and Corporate Controller</FONT></TD>
</TR>
</TABLE>
<BR>



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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT A</FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>INDEMNIFICATION
STATEMENT</FONT></H1>

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<TD WIDTH=60%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>STATE OF____________________)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SS.<BR>
COUNTY OF__________________)</FONT></TD>
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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I,
______________, being first duly sworn, do depose and say as follows:  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.
This Indemnification Statement is submitted pursuant to the Indemnification Agreement
dated as of October 28, 1998 between Dendrite International, Inc., a New Jersey
corporation (the <U>&#147;Company&#148;</U>), and the undersigned. </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2. I
am requesting indemnification against charges, costs, expenses (including attorneys&#146;and
others&#146;fees and expenses), judgments, fines and amounts paid in settlement, all of
which (collectively, <U>&#147;Liabilities</U>&#148; have been or will be incurred by me in
connection with an actual or threatened action, suit, proceeding or claim to which I am a
party or am threatened to be made a party.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.
With respect to all matters related to any action, suit, proceeding or claim, I am
entitled to be indemnified as herein contemplated pursuant to the aforesaid
Indemnification Agreement.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.
Without limiting any other rights which I have or may have, I am requesting
indemnification against Liabilities which have or may arise out of ______________________ .</FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subscribed
and sworn to before me, a Notary Public in and for said County and State, this ______ day of
___________________-_________________ ,_______. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[Seal]  </FONT></P>
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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;My
commission expires the _____ day of __________________________, ______. </FONT></P>





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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit B </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>UNDERTAKING</FONT></H1>

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<TR VALIGN=TOP>
<TD WIDTH=60%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>STATE OF____________________)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SS.<BR>
COUNTY OF__________________)</FONT></TD>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
</TR>
</TABLE>
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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I,
___________, being first duly sworn, do depose and say as follows:  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.
This Undertaking is submitted pursuant to the Indemnification Agreement dated as of
October 28, 1998 between Dendrite International, Inc., a New Jersey corporation (the
<U>&#147;Company&#148;</U>), and the undersigned.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2. I
am requesting advancement of certain costs, charges and expenses which I have incurred or
will incur in defending an actual or threatened civil or criminal action, suit,
proceeding or claim.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3. I
hereby undertake to repay this advancement of expenses if it shall ultimately be
determined that I am not entitled to be indemnified by the Company under the aforesaid
Indemnity Agreement or otherwise. Such repayment shall be made within 180 days of a
written request therefor by the Company.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4. The
costs, charges and expenses for which advancement is requested are, in general, all
expenses related to ________________________________________________________. </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subscribed
and sworn to before me, a Notary Public in and for said County and State, this _______
day of _________________________, _______ .  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[Seal]  </FONT></P>
<BR>
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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;My
commission expires the ______ day of ______________, _______. </FONT></P>



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