SOFTWARE LICENSE AND SERVICES AGREEMENT

EXHIBIT 10.3

SOFTWARE LICENSE AND SERVICES AGREEMENT

     This software license and services agreement (“Agreement”) is by and between inPharmative, Inc. (“inPharmative”), a Nevada corporation, having its principal place of business at 10975 Benson Drive, Suite 100, Overland Park, KS 66210, and National Medical Health Card Systems, Inc.(“NMHC” or “Client”) a Delaware corporation, having its principal place of business at 26 Harbor Park Drive, Port Washington, NY 11050.

     This Agreement sets forth the terms and conditions upon which inPharmative will provide a limited license for use of it’s proprietary rebate administration and financial modeling software (“Software”) and certain support services to NMHC for an agreed upon fee.

     In consideration of the mutual promises, covenants, warranties and representations set forth herein, the parties agree as follows:

General Nature of the Agreement and Agreement of the Parties:

A. inPharmative shall provide a turnkey; outsource solution for a significant part of NMHC’s business.

B. inPharmative’s production shall be stable, accurate, predictable and timely.

C. The Software shall include full-featured functionality that keeps pace with the industry.

D. inPharmative will function as NMHC’s development department for the Software and will develop a mutually agreed upon and reasonable amount of NMHC-specific functionality including current & future “gaps” in the Software functionality.

E. NMHC shall have full access to documentation of NMHC accessible data structures and the data housed and / or processed by the Software. NMHC can directly access the data located on inPharmative servers, the data will also be replicated onto NMHC servers located at NMHC at the option of NMHC and the data will be supplied in the form of periodic data extracts in a mutually agreed format and frequency. inPharmative will provide reasonable support and training to enable NMHC to access the data.

F. inPharmative will conduct its operations using robust best practices and controls consistent with public company requirements. inPharmative commits to do whatever is necessary to keep NMHC in compliance with Sarbanes-Oxley Section 404 including, but not limited to obtaining a SAS70 Type II audit within one month from the date of this Agreement and annually thereafter.

G. inPharmative acknowledges that speed of implementation of the Software is of key value to NMHC and a key driver of the decision to use the Software. inPharmative will use best efforts to implement the Software into production within 30 days of the date of this Agreement. Failure to comply within the required timeframe will result in penalties as calculated in accordance with the terms of Exhibit A.

CONFIDENTIAL

ARTICLE 1: SCOPE OF LICENSE

1.1 — Grant of License
inPharmative hereby grants to NMHC a non-exclusive, limited license to use the Software in the United States of America and its Territories as set forth in this Agreement.

1.2 — Intellectual Property Ownership
The Software is the intellectual property of and is owned by inPharmative. The structure, organization and code of the Software are the valued trade secrets and confidential information of inPharmative. This Agreement does not grant NMHC any intellectual property rights in the Software and all rights not expressly granted are reserved by inPharmative. Notwithstanding the foregoing, all data is the intellectual property of and owned by NMHC and shall be held in confidence. This Agreement provides no intellectual property rights to inPharmative with respect to NMHC data, in raw form or aggregated, and provides only for inPharmative’s use of the data strictly for the purpose of rebate processing on behalf of NMHC.

1.3 — Restrictions
NMHC shall not attempt to copy, modify, adapt, duplicate, reproduce or translate the Software without the prior written consent of inPharmative. NMHC shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software. Notwithstanding the foregoing, NMHC is not restricted from independently developing software that is substantially similar to the Software.

1.4 — Transfer
NMHC may transfer its license to the Software to any of its subsidiaries or affiliates or to a new entity that results from a merger and / or acquisition of NMHC provided that the new entity agrees to abide by the terms of this agreement.

1.5 — Location and Access to Software
The production Software will reside on inPharmative’s servers located at the First National Technology Solutions data center with an address of 12851 Foster Street, Overland Park, KS 66213. The hosting location will not be changed by inPharmative without NMHC’s consent, which consent shall not be unreasonably withheld. The Software will be accessible to NMHC via a mutually agreed upon VPN, Internet or other connection. NMHC has the option to host the Software at an internal NMHC site, which fees shall be negotiated between the parties upon NMHC’s exercise of this option.

ARTICLE 2: PERFORMANCE OF SERVICES

2.1 Contract Management System Hosting
inPharmative shall host all Software applications unless NMHC elects to host the Software internally in accordance with Section 1.5. Regardless of hosting location, inPharmative shall provide system enhancements, new Software versions and routine system data updates as they become available, at no additional cost to NMHC.

2.2 Software Training
inPharmative will provide to designated NMHC staff, Software training, in the form of one initial on-site training session with assistance in initial contract data input. Subsequent staff training and on-going support will be provided via on-line and telephone tutorials. At the request of NMHC, inPharmative will also provide at least two on-site training sessions per year to update NMHC on enhancements/changes the Software.

2.3 Technical Support
inPharmative will provide on-going technical support via toll-free telephone or e-mail access during normal business hours of 8am to 6pm CST and during NMHC’s quarterly rebate processing period. inPharmative will provide 24 hour technical support access via toll-free telephone access.

2.4 Report Creation
inPharmative will provide NMHC with web-based standard rebate performance report templates that will be updated with each processing cycle. In addition, inPharmative will provide a reasonable number of reports designed to NMHC’s specifications to support P&T Committee, contracting, client account management and other needs. NMHC may also internally develop reports that access data processed and / or stored by the Software. inPharmative will provide reasonable support to assist NMHC in developing these reports, if any.

2.5 Software Enhancements

inPharmative shall provide enhancements to the Software, whenever needed to maintain compliance at all times with all governmental regulations and industry standards including, but not limited to Sarbanes-Oxley 404, Medicare Part D regulations and the Centers for Medicare and Medicaid Services (CMS) regulations, HIPAA, applicable NCPDP standards, and other applicable state and federal regulations and requirements.

inPharmative and NMHC agree to meet no less often than twice per year for the purpose of reviewing industry trends and practices and to review inPharmative future development schedule for Software enhancements. inPharmative will insure that the Software includes full-featured functionality that keeps pace with the industry. inPharmative shall make continuous improvements to the Software which collectively add significant levels of functionality no less often than 2 times per year and regular additions of lesser levels of functionality no less often than once per quarter.

inPharmative will insure that enhancements to the Software will accommodate backwards compatibility for data extracts and other data structures that are accessed by NMHC for at least 120 days or other mutually agreed upon time period.

2.6 Service Level Standards and Penalties
inPharmative agrees to comply with the service level standards and penalties set forth in Exhibit A.

ARTICLE 3: WARRANTIES

3.1 — Warranty of Title
inPharmative hereby represents and warrants to NMHC that inPharmative is the owner of the Software or otherwise has the right to grant to NMHC the rights set forth in this Agreement, including without limitation, any third party software, data and materials included in the Software.

3.2 — Warranty of Functionality inPharmative warrants that, for the entire term of this Agreement, the Software shall perform in all material respects according to inPharmative’s specifications concerning the Software when used with the appropriate computer equipment. inPharmative will insure that the appropriate computer equipment is used at the inPharmative hosting facility to operate the Software. inPharmative will insure that the Software will maintain compatibility with current and future versions of Microsoft Internet Explorer.

* Confidential Information Has Been Omitted and Filed Separately With the Commission.

3.3 — Warranty of Performance
inPharmative represents and warrants that all services provided under this Agreement will be performed promptly in a good and workmanlike manner consistent with best industry practices and in accordance with the service level standards agreed upon in Exhibit A of this Agreement. Failure to meet service level standards will result in applicable penalties as defined in Exhibit A.

3.4 — Warranty of Authority
inPharmative represents and warrants that it has the full right and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, and that neither the execution nor delivery of this Agreement by inPharmative, nor consummation of the transactions contemplated hereby, will result in a breach or default under the terms and conditions of any contract, order, license, charter document or other agreement by which inPharmative is bound.

3.5 — Warranty of Organization
inPharmative represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.

ARTICLE 4: FEE PAYMENT

4.1 -Fee Structure
NMHC will pay inPharmative fees for rebate contract administration services and client total paid prescription claims that are eligible for rebates processing (“Eligible Paid Claims”) as follows:

     a) Provision of Software and Hosting Infrastructure:

$[       ]* per Eligible Paid Claim — for first [       ]* Eligible Paid Claims per calendar year (minimum of $[       ]* per month). However, the minimum will not apply until the entire NMHC book of business has been fully implemented; a full month of Eligible Paid Claims has been processed in production mode through the Software.

$[       ]* per Eligible Paid Claim — for each additional Eligible Paid Claim over [       ]* per year.

Eligible Paid Claims will only include those claims that are eligible for rebates processing. Certain types of claims including, but not limited to claims for cash discount card programs are not eligible for rebates processing and will be filtered out of processing through the Software. All ineligible claims of this nature will be excluded from the counts of Eligible Paid Claims and will not incur any fees whether they are filtered out by NMHC before sending to inPharmative or filtered out by inPharmative during processing by the Software.

This fee will be waived for the claims processed for the period January 1, 2007 through June 30, 2007 for the Medicare Part D business segment, provided that NMHC pays the rebate contract administration services fee for that period in accordance with the terms outlined below.

In the event that there are significant industry events and/or significant changes in NMHC’s business that materially reduce revenues available to NMHC from processing rebates then the parties will negotiate in good faith to reduce or eliminate the minimum fee as defined above. If such an event occurs and the total NMHC Eligible Paid Claims falls below [       ]* per year, then the fee will be the actual count of Eligible Paid Claims times the applicable per claim fee and the minimum fee will not apply.

* Confidential Information Has Been Omitted and Filed Separately With the Commission.

     b) Provision of Manufacturer Rebate Contract Administration Services:

For the fee of $[       ]* per month, inPharmative will provide the rebate contract administrative services as described herein. NMHC’s engagement of manufacturer rebate contract administration services by inPharmative requires an [       ]* fee commitment commencing as of January 1, 2007, with the initial payment for the six month period ending June 30, 2007 invoiced concurrent with the execution of this agreement.

     I. Contract Management System Maintenance

Initial input, of all current and future executed manufacturer rebate agreements and continuous update of inPharmative contract management system data requirements, as provided to inPharmative by NMHC in an agreed upon format, including NMHC’s manufacturer rebate contract terms and associated changes, formulary drug list, membership and group identification, relevant co-pay information and prescription claims data. Any modifications to these items must be submitted to inPharmative no later than 15 days prior to the end of the quarter to be included in that quarters’ claims submission.

     II. Quarterly estimates

inPharmative will provide the following information to support the finance estimation process in an agreed upon format within twenty one (21) days from the end of each quarter:

a). Rebate estimates by manufacturer and NDC;
b). An equivalent to the NMHC 2587 Estimation by mfr-ca.xls - lists out the rebate-eligible claim counts (Retail and Mail) and estimated rebate and admin fee amounts by customer/client and by manufacturer.
c). An equivalent to the NMHC 2588 Claim counts by CA. xls- lists out the paid claim counts (Retail and Mail) by customer/client and by manufacturer.

     Examples of these reports are being provided separately.

     III. Rebate Processing and Manufacturer Submission