Bank Facilities Commitment Letter

Execution Copy

September 2, 2005

Ventiv Health, Inc.

Vantage Court North

200 Cottontail Lane

Somerset, NJ 08873

Attention:  John Emery

Bank Facilities Commitment Letter

Ladies and Gentlemen:

You have advised UBS Loan Finance LLC (“ UBS ”), UBS Securities LLC (“ UBSS ”), Bank of America, N.A. (“ Bank of America ”) and Banc of America Securities LLC (“ BAS ”) and, together with UBS, UBSS and Bank of America “ we ” or “ us ”) that you propose to acquire (the “ Acquisition ”) inChord Communications Inc. (the “ Acquired Business ”) from its existing shareholders (collectively, “ Seller ”). The Acquisition will be effected pursuant to a stock purchase agreement (the “ Acquisition Agreement ”) between you (“ Borrower ”) and Seller. All references to “ dollars ” or “ $ ” in this agreement and the attachments hereto (collectively, this “ Commitment Letter ”) are references to United States dollars. All references to “Borrower” or “Borrower and its subsidiaries” for any period from and after consummation of the Acquisition shall include the Acquired Business.

We understand that the sources of funds required to fund the Acquisition consideration, to pay fees, commissions and expenses of up to $7.5 million in connection with the Transactions (as defined below) and to provide ongoing working capital requirements of Borrower and its subsidiaries following the Transactions will include:

No other financing will be required for the uses described above. Immediately following the Transactions, neither Borrower nor any of its subsidiaries will have any indebtedness or preferred equity other than the Bank Facilities and up to $40.0 million of capitalized leases. As used herein, the term “ Transactions ” means the Acquisition, the initial borrowings under the Bank Facilities, the Rollover Equity and the payments of fees, commissions and expenses in connection with each of the foregoing.

You have requested that UBS and Bank of America commit to provide 80% and 20%, respectively, of the Facilities and that UBSS and BAS agree to structure, arrange and syndicate the Facilities.

Each of UBS and Bank of America is pleased to advise you of its several commitment to provide 80% and 20%, respectively, of the Bank Facilities to Borrower upon the terms and subject to the conditions set forth or referred to in this Commitment Letter. The commitment of UBS, Bank of America and each other Lender (as defined below) hereunder is subject to the negotiation, execution and delivery of definitive documentation (the “ Bank Documentation ”) with respect to the Bank Facilities reasonably satisfactory to UBS, Bank of America and the other Lenders reflecting, among other things, the terms and conditions set forth in the Term Sheet, in Annex II hereto (the “ Conditions Annex ”) and in the letter of even date herewith addressed to you providing, among other things, for certain fees relating to the Facilities (the “ Fee Letter ”). You agree that the closing date of the Transactions and the concurrent closing of the Facilities (the “ Closing Date ”) shall be a date mutually agreed upon between you and us, but in any event shall not occur until the terms and conditions hereof and in the Term Sheet and the Conditions Annex (including the conditions to initial funding) have been satisfied.

It is agreed that UBSS will act as advisor, joint lead arranger and sole and exclusive bookmanager for the Facilities, and, in consultation with you and BAS, will exclusively manage the syndication of the Facilities, and will, in such capacities, perform the duties and exercise the authority customarily associated with such roles. It is agreed that BAS will be given the title of joint lead arranger for the Facilities, and Bank of America will be given the title of syndication agent. It is further agreed that no additional advisors, agents, co-agents, arrangers or bookmanagers will be appointed and no Lender (as defined below) will receive compensation with respect to any of the Facilities outside the terms contained herein and in the Fee Letter in order to obtain its commitment to participate in such Facilities, in each case unless you and we so agree.

Each of UBS and Bank of America reserves the right, prior to or after execution of the Bank Documentation, in consultation with you, to syndicate all or a portion of its commitment to one or more institutions that will become parties to the Bank Documentation (UBS, Bank of America and the institutions becoming parties to the Bank Documentation with respect to all or a portion of the Bank Facilities, the “ Lenders ”). Upon any such additional Lender issuing its commitment to provide a portion of any Facility, UBS and Bank of America shall be released from a portion of their respective commitments in respect of such Facility in an aggregate amount (80%/20%, respectively) equal to the commitment of such Lender.

UBSS will exclusively manage all aspects of the syndication of the Facilities, including selection of additional Lenders, determination of when UBSS will approach potential additional Lenders, awarding of any naming rights and the final allocations of the commitments in respect of the Facilities among the additional Lenders. You agree to, and to use commercially reasonable efforts to cause the Acquired Business to (including with a covenant to such effect in the Acquisition Agreement), actively assist UBSS in achieving a timely syndication of the Facilities that is reasonably satisfactory to UBSS, BAS and the Lenders participating in such Facilities. To assist UBSS in its syndication efforts, you agree that you will, and will cause your representatives and advisors to, and will use commercially reasonable efforts to cause the Acquired Business and its representatives and advisors to, (a) promptly prepare and provide all financial and other information as we may reasonably request with respect to you, Borrower, the Acquired Business, their respective subsidiaries and the transactions contemplated hereby, including but not limited to financial projections (the “ Projections ”) relating to the foregoing, (b) provide copies of any due diligence reports or memoranda prepared at the direction of Borrower or any of its affiliates by legal, accounting, tax or other advisors in connection with the Acquisition (subject to the delivery of customary non-disclosure agreements reasonably acceptable to UBS), (c) use commercially reasonable efforts to ensure that such syndication efforts benefit materially from existing lending relationships of Borrower, the Acquired Business and their respective subsidiaries, (d) make available to prospective Lenders senior management and advisors of the Acquired Business and its subsidiaries, (e) host, with UBSS, one or more meetings with prospective Lenders under each of the Facilities, (f) assist UBSS in the preparation of one or more confidential information memoranda satisfactory to UBSS and other marketing materials to be used in connection with the syndication of each of the Facilities and (g) obtain, at your expense, monitored public ratings of the Facilities from Moody’s Investors Service (“ Moody’s ”) and Standard & Poor’s Ratings Group (“ S&P ”) at least 21 days prior to the Closing Date and to participate actively in the process of securing such ratings, including having senior management of Borrower and using commercially reasonable efforts to have senior management of the Acquired Business meet with such rating agencies.

At our request, you agree to prepare a version of the information package and presentation and other marketing materials to be used in connection with the syndication that do not contain material non-public information concerning Borrower or the Acquired Business, their respective affiliates or their securities. In addition, you agree that unless specifically labeled “Private — Contains Non-Public Information,” no information, documentation or other data disseminated to prospective Lenders in connection with the syndication of the Facilities, whether through an Internet website (including, without limitation, an IntraLinks workspace), electronically, in presentations at meetings or otherwise, will contain any material non-public information concerning Borrower or the Acquired Business, their respective affiliates or their securities.

You hereby represent and covenant that (a) all information (other than the Projections and other general economic information) that has been or will be made available to us or any of the Lenders by you, Borrower, the Acquired Business or any of your or their respective representatives in connection with the transactions contemplated hereby (the “ Information ”), when taken as a whole, is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which such statements are made, not misleading and (b) the Projections that have been or will be made available to us or any of the Lenders by you, the Acquired Business or any of your or its representatives in connection with the transactions contemplated hereby have been and will be prepared in good faith based upon assumptions believed by you to be reasonable (it being understood that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in the Projections will be achieved). You agree to supplement the Information and the Projections from time to time and agree to promptly advise us and the Lenders of all developments materially affecting Borrower, the Acquired Business, any of their respective subsidiaries or affiliates or the transactions contemplated hereby or the accuracy of Information and Projections previously furnished to us or any of the Lenders. You acknowledge that we may share with any of our affiliates that have a business reason to receive the information, and such affiliates may share with us, any information related to Borrower, the Acquired Business, or any of their respective subsidiaries or affiliates (including, without limitation, information relating to creditworthiness) and the transactions contemplated hereby. We will maintain and cause our affiliates to maintain the confidentiality of all proprietary and confidential information of Borrower and its affiliates in accordance with our standard procedures for confidential information and to the same degree as we protect our similar information.

As consideration for the commitments of the Lenders hereunder with respect to the Facilities and the agreement of UBSS and BAS to structure, arrange and syndicate the Facilities and, with respect to UBSS only, to provide advisory services in connection therewith, you agree to pay, or cause to be paid, the fees set forth in the Term Sheet and the Fee Letter. Once paid, such fees shall not be refundable under any circumstances.

The several commitments of UBS and Bank of America hereunder with respect to each of the Facilities and UBSS’s and BAS’s agreements to perform the services described herein may be terminated by UBS or BAS if (i) any information submitted to UBS or Bank of America by or on behalf of Borrower, the Acquired Business or any of their respective subsidiaries or affiliates is inaccurate, incomplete or misleading in any respect determined by UBS to be material and adverse; (ii) there shall be any pending or threatened material litigation or other proceedings (private or governmental) with respect to any of the transactions contemplated hereby that would reasonably be expected to restrain, prevent or impose material burdensome conditions on such transactions; (iii) any change shall occur since December 31, 2004, or any additional information shall be disclosed to or discovered by UBS or Bank of America (including, without limitation, information contained in any review or report required to be provided to it in connection herewith), which UBS determines has had, or more likely than not in the foreseeable future would have, a material adverse effect on the business or the consolidated financial condition or results of operations of the Acquired Business and its subsidiaries, taken together as a whole, excluding any such effect resulting from or arising out of (a) changes or conditions generally affecting the United States economy or financial markets or (b) the execution or performance of the Acquisition Documents or the announcement thereof; and (iv) any condition set forth in either the Term Sheet or the Conditions Annex is not satisfied or any covenant or agreement in this Commitment Letter or the Fee Letter is not complied with.

From the date of this Commitment Letter until our completion of a “Successful Syndication” (as defined in the Fee Letter) of each of the Facilities you will ensure that no financing for Borrower, the Acquired Business or any of your or their respective subsidiaries or affiliates is announced, syndicated or placed without the prior written consent of UBS if such financing, syndication or placement would have, in the reasonable judgment of UBS, a detrimental effect upon the transactions contemplated hereby.

By your acceptance below, you hereby agree to indemnify and hold harmless each of us and the other Lenders and our and their respective affiliates (including, without limitation, controlling persons) and the directors, officers, employees, advisors and agents of the foregoing (each, an “ Indemnified Person ”) from and against any and all losses, claims, costs, expenses, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) that arise out of or in connection with this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter, the Facilities or any of the transactions contemplated hereby or thereby or the providing or syndication of the Facilities (or the actual or proposed use of the proceeds thereof), and to reimburse each Indemnified Person promptly upon its written demand for any legal or other expenses incurred in connection with investigating, preparing to defend or defending against, or participating in, any such loss, claim, cost, expense, damage, liability or action or other proceeding (whether or not such Indemnified Person is a party to any action or proceeding); provided that any such obligation to indemnify, hold harmless and reimburse an Indemnified Person shall not be applicable to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person and provided further in no event will the foregoing indemnification and reimbursement obligations apply to any losses, claims, costs, expenses, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof) relating to, arising out of or in connection with any breach of a contractual relationship between UBSS or any of its affiliates, on the one hand, and the Acquired Business and its affiliates, on the other hand, or any written confidentiality or other written obligations or duties (collectively, the “ Existing Obligations ”) among such persons, provided further however that nothing herein shall limit, reduce or adversely affect in any way or diminish any rights UBS or any of its affiliates may have under the Existing Obligations, including without limitation, any indemnification, expense reimbursement, hold harmless, exculpation or similar rights that UBS or any of its affiliates may have been granted by the Acquired Business or any of its affiliates in contract, by operation of law or otherwise, including further without limitation, in the case of UBS, pursuant to the Engagement Letter dated April 1, 2005. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equity holders or creditors or an Indemnified Person.

You shall not be liable for any settlement of any such proceeding effected without your written consent, but if settled with such consent or if there shall be a final judgment against an Indemnified Person, you shall, subject to the proviso in the preceding sentence, indemnify such Indemnified Person from and against any loss or liability by reason of such settlement or judgment. You shall not, without the prior written consent of any Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (i) includes an unconditional release of such Indemnified Person from all liability or claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of such Indemnified Person. None of us or any other Lender (or any of their respective affiliates) shall be responsible or liable to Borrower, or (following completion of the acquisition of the Acquired Business by the Borrower) the Acquired Business or any of their respective subsidiaries, affiliates or stockholders or any other person or entity for any indirect, punitive or consequential damages which may be alleged as a result of this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter, the Facilities or the transactions contemplated hereby or thereby. In addition, you hereby agree to reimburse us and each of the Lenders from time to time upon demand for all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable legal fees and expenses of UBS, UBSS, Bank of America and BAS, appraisal, consulting and audit fees, and printing, reproduction, document delivery, travel, communication and publicity costs) incurred in connection with the syndication and execution of the Facilities, and the preparation, review, negotiation, execution and delivery of this Commitment Letter, the Term Sheet, the Conditions Annex, the Fee Letter, the Bank Documentation and the administration, amendment, modification or waiver thereof (or any proposed amendment, modification or waiver), whether or not the Closing Date occurs or any Bank Documentation is executed and delivered or any extensions of credit are made under either of the Facilities.

This Commitment Letter is furnished for your benefit, and may not be relied on by any other person or entity. This Commitment Letter is delivered to you upon the condition that neither the existence of this Commitment Letter, the Term Sheet, the Conditions Annex or the Fee Letter nor any of their contents shall be disclosed by you or any of your affiliates, directly or indirectly, to any other person, except that such existence and contents may be disclosed (i) as may be compelled in a judicial or administrative proceeding or as otherwise required by law and (ii) to your directors, officers, employees, legal counsel and accountants, in each case on a confidential and “need-to-know” basis and only in connection with the transactions contemplated hereby. In addition, this Commitment Letter, the Term Sheet and the Conditions Annex (but not the Fee Letter) may be disclosed to the Acquired Business, Seller and their respective directors, officers, employees, advisors and agents, in each case on a confidential and “need-to-know” basis and only in connection with the transactions contemplated hereby.

You acknowledge and agree that we and/or our respective affiliates may be requested to provide additional services with respect to Borrower, the Acquired Business and/or their respective affiliates or other matters contemplated hereby. Any such services will be set out in and governed by a separate agreement(s) (containing terms relating, without limitation, to services, fees and indemnification) in form and substance satisfactory to the parties thereto. Nothing in this Commitment Letter is intended to obligate or commit us or any of our respective affiliates to provide any services other than as set out herein. You acknowledge that UBSS is acting as financial advisor to the Acquired Business in connection with various matters, including the Transactions.

You acknowledge and agree that in connection with all aspects of each transaction contemplated hereby, you and each of UBS, UBSS, Bank of America and BAS (and any affiliate through which any of the foregoing may be acting (each, a “Transaction