CHANGE OF CONTROL AGREEMENT

Exhibit 99.1

CHANGE OF CONTROL AGREEMENT

This AGREEMENT by and between NDCHealth Corporation, a Delaware corporation (the “Company”), and James Fitzgibbons, a resident of Georgia (the “Employee”), is dated as of the 6 day of May, 2005 (the “Effective Date”).

WHEREAS, The Board of Directors of the Company (the “Board”) recognizes the possibility that a sale of the Company or other Change of Control (as hereinafter defined) could occur, which could result in significant distraction of the Company’s key personnel because of the uncertainties inherent in such a situation; and

WHEREAS, the Board has determined that it is essential and in the best interest of the Company and its stockholders to be able to retain the services of the Employee notwithstanding the possibility of a sale or other Change of Control and to ensure the Employee’s continued dedication and efforts in such an event without undue concern for the Employee’s personal financial and employment security;

NOW, THEREFORE, in consideration of the respective agreements of the parties set forth herein, it is hereby agreed as follows:

1. Certain Definitions.

(a) “Accrued Compensation” shall mean the sum of: (i) the Employee’s Base Salary through the Termination Date to the extent not theretofore paid, and (ii) an amount equivalent, at the Employee’s Base Salary rate at the Termination Date, to any accrued but unused vacation time, to the extent not theretofore paid; provided, however, that Accrued Compensation shall not include any amounts described in clause (i) or clause (ii) that have been deferred pursuant any salary reduction or deferred compensation elections made by the Employee.

(b) “Affiliate” shall mean any entity directly or indirectly, controlled by, controlling or under common control with the Company or any corporation or other entity acquiring, directly or indirectly, all or substantially all the assets and business of the Company, whether by operation of law or otherwise.

(c) “Base Salary” shall mean the Employee’s annual base salary at the rate in effect at the Termination Date, determined without regard to any deferred compensation elections made by the Employee.

(d) “Cause” shall mean:

(i) the failure of the Employee to perform substantially the Employee’s reasonably assigned duties with the Company or one of its Affiliates (other than any such failure resulting from incapacity due to physical or mental

illness or from the assignment to the Employee of duties with the Company or one of its Affiliates that would constitute Good Reason), which failure has not been cured to the satisfaction of the Company within thirty (30) days after a notice of inadequate performance, signed by a duly authorized officer of the Company, has been delivered to the Employee specifying the manner in which the Employee has failed substantially to perform, or

(ii) any act of fraud, misappropriation, embezzlement, misuse or misappropriation of Company trade secrets, intellectual property or confidential information, violation of any Restrictive Covenant or any law or contract protecting Company trade secrets or intellectual property, or other dishonest or wrongful act by the Employee, or

(iii) the Employee’s abuse of alcohol or any substance which materially interferes with the Employee’s ability to perform services on behalf of the Company, or

(iv) the engaging by the Employee in illegal conduct or material misconduct; or

(v) the Employee’s acceptance of employment with an employer other than the Company or any Affiliate.

(e) “Change of Control” shall mean:

(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition by a Person who is on the Effective Date the beneficial owner of 35% or more of the Outstanding Company Voting Securities, (ii) any acquisition directly from the Company, (iii) any acquisition by the Company which reduces the number of Outstanding Company Voting Securities and thereby results in any person having beneficial ownership of more than 35% of the Outstanding Company Voting Securities, (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (v) any acquisition by any corporation pursuant to a transaction which complies with clauses (i) and (ii) of subsection (b) of this Section 6; or

(ii) Consummation of a reorganization, merger or consolidation or

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sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (ii) no Person (excluding the Company or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination; provided, however, that

(iii) Notwithstanding anything in this definition to the contrary, a restructuring and/or separation of any line of business or business unit from the Company will not of itself constitute a Change in Control; provided , however, that the sale of all or substantially all of the assets of the business unit in which the Employee is employed and working as of the Termination Date shall, to the extent it meets the other requirements and limitations of this definition, be deemed to constitute a Change of Control solely for purposes of this Agreement.

(f) “Company” shall mean NDCHealth Corporation, its successors and assigns.

(g) “Disability” shall mean that the Employee has become eligible to participate in the Company’s long term disability plan.

(h) “Effective Date” shall mean the first date on which a Change of Control occurs.

(i) “Good Reason” shall mean the occurrence, after a Change of Control, of any of the following events or conditions:

(i) a reduction by the Company, without the Employee’s consent, in the Employee’s Base Salary as in effect on the Effective Date or as the same may be increased from time to time, unless a similar reduction is made in salary of all

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peer senior executives of the Company (or any of its subsidiaries and any of their respective affiliates with respect to which the Company exerts control over compensation policies), that is not cured within ten (10) business days after the Company receives from the Employee a written Notice of Termination, which Notice must be given within thirty (30) days following the effective date of the reduction; or;

(ii) the Company’s requiring the Employee, without his consent, to be based at any office or location other than in the greater metropolitan area of the city in which his office is located at the Effective Date.

(j) “Notice of Termination” shall mean written notice, following a Change of Control, of termination of the Employee’s employment signed by the Employee if to the Company or by a duly authorized officer of the Company if to the Employee, which indicates the specific termination provision in this Agreement, if any, relied upon and which sets forth in reasonable detail the facts and circumstances claimed to provide the basis for termination of the Employee’s employment under the provision so indicated. The failure by the Employee or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Employee or the Company, respectively, hereunder or preclude the Employee or the Company, respectively, from asserting such fact or circumstance in enforcing the Employee’s or the Company’s rights hereunder.

(k) “Restrictive Covenants” shall mean any and all agreements executed by the Employee purporting to prohib