UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[_] CONFIDENTIAL,FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

VENTIV HEALTH, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Feecomputed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Checkbox if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)

VENTIV HEALTH, INC.
200 Cottontail Lane
Vantage Court North
Somerset, New Jersey 08873

-----------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 19, 2002

-----------------

May 16, 2002

To Our Stockholders:

You are cordially invited to attend the 2002 Annual Meeting of Stockholders
of Ventiv Health, Inc. (the "Company") to be held at the Company's offices at
200 Cottontail Lane, Vantage Court North, Somerset, NJ, 08873 on June 19, 2002,
at 3:00 p.m., local time, for the following purposes:

1. To elect seven (7) directors of the Company;

2. To transact such other business as may properly come before the meeting.

Only stockholders of record at the close of business on May 3, 2002 will be
entitled to notice of, and to vote at, the meeting.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL
MEETING, PLEASE FILL IN, SIGN, DATE AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE.

IF YOU DO NOT PLAN TO ATTEND THE ANNUAL MEETING, PLEASE MARK THE APPROPRIATE
BOX ON YOUR PROXY CARD. AN ADMISSION CARD IS INCLUDED IF YOU ARE A STOCKHOLDER
OF RECORD. IF YOUR SHARES ARE HELD IN STREET NAME, AN ADMISSION CARD IN THE
FORM OF A LEGAL PROXY WILL BE SENT TO YOU BY YOUR BROKER. IF YOU DO NOT RECEIVE
THE LEGAL PROXY IN TIME, YOU WILL BE ADMITTED TO THE ANNUAL MEETING BY SHOWING
YOUR MOST RECENT BROKERAGE STATEMENT VERIFYING YOUR OWNERSHIP OF COMMON STOCK
AS OF THE RECORD DATE.

By Order of the Board of Directors,

John R. Emery
Secretary

VENTIV HEALTH, INC.
200 Cottontail Lane
Vantage Court North
Somerset, New Jersey 08873

-----------------

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 19, 2002

-----------------

PROXY STATEMENT

-----------------

GENERAL INFORMATION

Proxy Solicitation

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Ventiv Health, Inc. for use at the 2002
Annual Meeting of Stockholders to be held at the Company's offices at 200
Cottontail Lane, Vantage Court North, Somerset, NJ, 08873 on June 19, 2002, at
3:00 p.m., local time. The purpose of the meeting and the matters to be acted
upon are set forth in the accompanying Notice of Annual Meeting.

The Company is mailing its Annual Report to Stockholders for the year ended
December 31, 2001, along with this Proxy Statement and the enclosed proxy. The
2002 Annual Report to Stockholders does not form any part of the materials for
the solicitation of proxies.

The Company will pay the cost of all proxy solicitations. In addition to the
solicitation of proxies by mail, officers and other employees of the Company
and its subsidiaries may solicit proxies by personal interview, telephone,
telecopy and telegram. None of these individuals will receive compensation for
such services, which will be performed in addition to their regular duties.
Also, the Company has made arrangements with brokerage firms, banks, nominees
and other fiduciaries to forward proxy solicitation material for shares held of
record by them to the beneficial owners of such shares. The Company will
reimburse such persons for their reasonable out-of-pocket expenses in
forwarding such material.

This Proxy Statement and the enclosed proxy are first being mailed to the
Company's stockholders on or about May 17, 2002.

Voting and Revocability of Proxies

A proxy for use at the meeting and a return envelope are enclosed. Shares of
common stock of the Company, par value $0.001 per share, outstanding as of the
record date for the meeting and represented by a properly executed proxy, if
such proxy is timely received and not revoked, will be voted at the meeting in
accordance with the instructions indicated in such proxy. If no such
instructions are indicated, such shares will be voted "FOR" the election of the
seven nominees for director named in the proxy. For purposes of determining the
number of votes with respect to the other matters submitted to stockholders,
only those cast "FOR" or "AGAINST" are included. Abstentions and broker
non-votes are counted only for purposes of determining whether a quorum is
present at the meeting. Discretionary authority is provided in the proxy as to
any matters not specifically referred to therein. Except for the matters
discussed in this Proxy Statement and reflected in the proxy, management is not
aware of any other matters which are likely to be

brought before the meeting. If any such matters properly come before the
meeting, however, the persons named in the proxy are fully authorized to vote
thereon in accordance with their judgment and discretion.

A stockholder who has given a proxy may revoke it at any time prior to its
exercise at the meeting by (1) giving written notice of revocation to the
Secretary of the Company, (2) properly submitting to the Company a duly
executed proxy bearing a later date or (3) voting in person at the meeting. All
written notices of revocation or other communications with respect to
revocation of proxies should be addressed as follows: Ventiv Health, Inc., c/o
Ventiv Health U.S. Sales, LLC at 200 Cottontail Lane, Vantage Court North,
Somerset, NJ, 08873, Attention: Corporate Secretary.

Voting Procedures

All holders of record of the Company's Common Stock at the close of business
on May 3, 2002 will be eligible to vote at the 2002 Annual Meeting. Each holder
of Common Stock is entitled to one vote on each matter properly brought before
the meeting for each share held by such stockholder on the record date. As of
the close of business on May 3, 2002, there were 22,992,397 shares of Common
Stock outstanding. Only shares that are voted in favor of a particular nominee
will be counted toward such nominee's achievement of a majority, except that
the accompanying proxy will be voted for the seven nominees in the absence of
instructions to the contrary. Consequently, shares present at the meeting that
are not voted for a particular nominee or shares present by proxy where the
stockholder properly withheld authority to vote for such nominee (including
broker non-votes) will not be counted toward such nominee's achievement of a
majority.

The presence, in person or by proxy, of a majority of the outstanding shares
of Common Stock entitled to vote at the meeting will constitute a quorum for
the transaction of business. Votes cast in person or by proxy, abstentions and
broker non-votes (as hereinafter defined) will be tabulated by the inspectors
of election and will be considered in the determination of whether a quorum is
present at the meeting. At all meetings of the stockholders at which a quorum
is present, all matters are decided by the vote of the holders of a majority of
the shares entitled to vote thereat present in person or by proxy.

The inspectors of election will treat shares represented by executed proxies
that abstain from voting as shares that are present and entitled to vote for
purposes of determining whether a matter is approved. If, with respect to any
shares of Common Stock, a broker or other nominee submits a proxy indicating
that instructions have not been received from the beneficial owners or the
persons entitled to vote, and that such broker or other nominee does not have
discretionary authority to vote such shares (a "broker non-vote") on a
proposal, those shares will not be treated as present and entitled to vote at
the meeting for purposes of determining whether a proposal is approved at the
meeting.

Voting of Proxies

Stockholders are requested to complete, date, sign and promptly return the
accompanying form of proxy in the enclosed envelope. Shares of Common Stock
represented by properly executed proxies received by the Company and not
revoked will be voted at the meeting in accordance with the instructions
contained therein. If instructions are not given, proxies will be voted "FOR"
election of each nominee for director named herein. For purposes of determining
the number of votes cast with respect to the matters presented to the
stockholders at the meeting other than the election of directors, only those
cast "FOR" or "AGAINST" are included. Abstentions and broker non-votes are
counted only for purposes of determining whether a quorum is present at the
meeting.

ELECTION OF DIRECTORS

Nominees for Election as Directors

The Certificate of Incorporation and Bylaws of the Company provide that
directors shall be elected at each annual meeting of the Company's
stockholders. The number of directors constituting the full Board of Directors
currently is fixed at eight (8) directors, with one (1) position vacant.

Seven (7) nominees are named in this Proxy Statement. If elected, each of
the directors will serve for a one-year term expiring at the 2003 Annual
Meeting or at the earlier of his resignation or removal. The Board of Directors
has nominated the seven (7) incumbent directors for election to the Board:
Daniel M. Snyder, Eran Broshy, Mortimer B. Zuckerman, Fred Drasner, A. Clayton
Perfall, Donald Conklin and John R. Harris.

Approval of the election of each of the nominees as directors of the Company
requires the affirmative vote of a majority of the votes cast at the Annual
Meeting. The persons named in the enclosed form of proxy have advised that,
unless contrary instructions are received, they intend to vote "FOR" the seven
(7) nominees named by the Board of Directors.

The Board of Directors expects that all of the nominees will be available
for election as a director. However, if by reason of an unexpected occurrence
one or more of the nominees is not available for election, the persons named in
the form of proxy have advised that they will vote for such substitute nominees
as the Board of Directors of the Company may propose. The following information
is as of May 1, 2002.

Name and present position, Age, period served as director, other business experience
if any, with the Company during the last five years and family relationships, if any
- -------------------------- -----------------------------------------------------------

Daniel M. Snyder,
Chairman of the Board....... Daniel M. Snyder, 37, has served as the Co-Chairperson and,
since October 2001, the Chairman of the Board of Directors of the
Company since Ventiv's separation from Snyder
Communications, Inc. in September 1999. Mr. Snyder is the
Owner and Chairman of the Washington Redskins football team.
Mr. Snyder was Chairman and a founder of Snyder
Communications, Inc. and served as Chief Executive Officer of
Snyder and its predecessors from 1987 to September 2000.

Eran Broshy,
Director and Chief Executive
Officer.....................
Eran Broshy, 43, has served as a director and the Chief Executive
Officer of the Company since Ventiv's separation from Snyder
Communications, Inc. in September 1999. Mr. Broshy served as
the practice leader of the North American healthcare consulting
practice of the Boston Consulting Group from 1991 to 1998.
From 1998 to 1999, Mr. Broshy served as President and Chief
Executive Officer of Coelacanth Corporation, a privately-held
biotechnology company.

Mortimer B. Zuckerman,
Director.............. Mortimer B. Zuckerman, 64, has been a director of the Company
since September 1999. Mr. Zuckerman has served as the
Chairman of Boston Properties, Inc., a national real estate
development and management company, since 1970. He also
serves as Chairman of U.S. News & World Report, L.P. and
Editor-in-Chief of U.S. News & World Report, Chairman of
Daily News, L.P. and Co-Publisher of the New York Daily News,
and Chairman of the Board of Directors of Applied Graphics
Technologies, Inc.

Fred Drasner,
Director.............. Fred Drasner, 59, has been a director of the Company since
September 1999. Mr. Drasner has been Chief Executive Officer
of Daily News, L.P. and Co-Publisher of the New York Daily
News, since 1993. Mr. Drasner also serves as the co-Chairman of
U.S. News & World Report, Chairman of Applied Graphics
Technologies, Inc., and Chairman and Chief Executive Officer of
Applied Printing Technologies.

A. Clayton Perfall,
Director.............. A. Clayton Perfall, 43, has been a director of the Company since
Ventiv's separation from Snyder Communications, Inc. in
September 1999. He currently serves as Chief Executive Officer
of AHL Services, Inc. a non-pharmaceutical, outsourced sales and
marketing company. Prior to taking this position in October 2001,
Mr. Perfall served as Chief Executive Officer of Convergence
Holdings, Corp. Prior to taking this position in January 2001,
Mr. Perfall served as the Chief Financial Officer and a director of
Snyder Communications, Inc. from 1996 to September 2000.
Prior to joining Snyder Communications, Inc., Mr. Perfall spent
fifteen years with Arthur Andersen LLP.

Donald Conklin,
Director.............. Donald Conklin, 65, has been a director of the Company since
September 1999. Prior to joining the Company's Board,
Mr. Conklin worked for 37 years with Schering-Plough
Corporation. He was President of the worldwide pharmaceutical
operations for 10 years and Chairman of its Health Care Products
division for two years. Mr. Conklin is a member of the Boards of
Directors of Biotransplant, Inc., Vertex Pharmaceuticals, Inc. and
Alfa Cell, Inc.

John R. Harris,
Director........... John R. Harris, 53, has been a director of the Company since May
2000. Mr. Harris is the President and Chief Executive Officer of
ExoLink Corporation, a leading provider of retail energy
transaction management services for the deregulating energy
market. Prior to joining ExoLink Corporation, Mr. Harris was the
Chairman and Chief Executive Officer of Ztango.com, a provider
of wireless Internet software and solutions for e-companies,
wireless network operators and corporations. Prior to joining
Ztango.com in 1999, Mr. Harris spent 25 years with Electronic
Data Systems, during which he held a variety of executive
leadership positions encompassing sales, marketing, strategy and
operations, including his final position as Corporate Vice
President, Marketing & Strategy. Mr. Harris is a member of the
Board of Directors of Applied Graphics Corporation, World
Commerce Online and Genuity, Inc.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE
COMPANY VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES TO SERVE AS DIRECTORS
OF THE COMPANY FOR THE TERM INDICATED.

Compensation of Directors

In May 2000, John R. Harris received options to purchase 50,000 shares of
Common Stock. Mr. Harris's option grant vests at a rate of 25% per year on the
anniversary of the grant date, provided that he is still a member of the Board
of Directors of the Company on the applicable vesting date. In addition, this
option grant fully vests upon a change of control. In addition, Donald Conklin
and John Harris receive compensation of $25,000 per annum plus the sum of
$1,000 per meeting attended.

Board of Directors and Committees of the Board

The Board of Directors held 8 meetings during 2001. The average aggregate
attendance of directors at Board and Committee meetings was over 90%. No
director attended fewer than 50% of the aggregate of the total of Board and
Committee meetings during the past year.

The Board of Directors currently has a standing Audit Committee and a
standing Compensation Committee, which convened regularly during 2001.

Compensation Committee

The Compensation Committee, which was established in September 1999,
currently consists of Messrs. Drasner and Conklin. The Compensation Committee
is responsible for approving compensation arrangements for executive
management, reviewing compensation plans relating to officers of the Company
and its subsidiaries, grants of options and other benefits under the Company's
Stock Incentive Plan and reviewing generally the Company's employee
compensation policy. During 2001, the Compensation Committee held 4 meetings.

Audit Committee

The Audit Committee, which was established in September 1999, currently
consists of Messrs. Conklin, Harris and Perfall (Chairman). The Committee
assists the Board of Directors in fulfilling its responsibility to oversee
management's conduct of the Company's financial reporting process, including
the selection of the Company's outside auditors and the review of the financial
reports and other financial information provided by the Company to any
governmental or regulatory body, the public or other users thereof, the
Company's systems of internal accounting and financial controls, and the annual
independent audit of the Company's financial statements.

The Audit Committee held four meetings during the last fiscal year. All
members of the Audit Committee are ''independent'' under the Nasdaq rules
applicable to the Company.

The information contained in this proxy statement with respect to the Audit
Committee charter and the independence of the members of the Audit Committee
shall not be deemed to be "soliciting material" or to be "filed" with the
Securities and Exchange Commission, nor shall such information be incorporated
by reference into any future filing under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, except to the
extent that the Company specifically incorporates it by reference in such
filing.

Indemnification

Limitation of Liability of Directors

Section 145 of the Delaware General Corporation Law permits the
indemnification of directors, officers, employees and agents of a Delaware
corporation. The Company's by-laws provide that the Company shall indemnify its
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law. As permitted by the Delaware General Corporation Law, the
Company's certificate of incorporation also limits the liability of directors
of the Company for damages in derivative and third party lawsuits for breach of
a director's fiduciary duty except for liability:

. for any breach of the director's duty of loyalty to the Company or its
stockholders;

. for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

. for unlawful payments of dividends or unlawful stock purchases or
redemptions as provided in Section 174 of the Delaware General
Corporation Law; or

. for any transaction for which the director derived improper personal
benefit.

The limitation of liability applies only to monetary damages and,
presumably, would not affect the availability of equitable remedies such as
injunction or rescission. The limitation of liability applies only to the acts
or omission of directors as directors and does not apply to any such act or
omission as an officer of the Company or to any liabilities imposed under
federal securities law.

Insurance

Pursuant to a contract of insurance for the period beginning January 1, 2002
and ending on January 1, 2003, with Federal Insurance, 15 Mountainview Road,
Warren, New Jersey, 07061, the Company maintains a $10,000,000 directors' and
officers' indemnification insurance policy providing indemnification for
certain of the Company's directors, officers, affiliates, partners and
employees for

certain liabilities. The annual premium for such insurance is $270,000. In
addition, pursuant to an additional contract of insurance for the same such
period with National Union Fire Insurance Company of Pittsburgh, Pennsylvania,
70 Pine Street, New York, New York 10270, the Company maintains a $10,000,000
directors' and officers' indemnification insurance policy providing
indemnification in excess of the Federal policy for certain of the Company's
directors, officers, affiliates, partners and employees for certain liabilities
for an additional annual premium of $190,000. During 2001, no payments were
received under the Company's indemnification insurance.

AUDIT COMMITTEE REPORT

The following is the report of the Ventiv Health, Inc. Audit Committee with
respect to the Company's audited financial statements for the year ended
December 31, 2001:

Review with Management

The Committee has reviewed and discussed Ventiv Health, Inc.'s audited
financial statements with management.

Review and Discussions with Independent Auditors

The Committee has discussed with Arthur Andersen LLP, Ventiv Health, Inc.'s
independent auditors for 2001, the matters required to be discussed under
Statement of Auditing Standards No. 61, "Communications with Audit Committees"
(as promulgated by the AICPA) regarding the auditor's judgments about the
quality of the Company's accounting principles as applied in its financial
reporting.

The Committee has also received disclosures and the letter from Arthur
Andersen LLP required by Independence Standards Board Standard No. 1
"Independence Discussions with Audit Committees" and has discussed with Arthur
Andersen LLP their independence.

Conclusion

Based on the review and discussions referred to above, the Committee
recommended to the Company's Board of Directors that its audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001 for filing with the Securities and Exchange
Commission.

Submitted by the Audit Committee of the Board of Directors

Donald Conklin
John R. Harris
A. Clayton Perfall (Chairman)

The information contained in the foregoing report shall not be deemed to be
"soliciting material" or to be "filed" with the Securities and Exchange
Commission, nor shall such information be incorporated by reference into any
future filing under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except to the extent that the Company
specifically incorporates it by reference in such filing.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information in respect of the compensation of
the Chief Executive Officer, and the other four most highly compensated
executive officers of the Company for fiscal years 2001, 2000 and 1999, where
applicable.

SUMMARY COMPENSATION TABLE

Long-Term
Annual Compensation Compensation Awards
------------------------------ -----------------------
Restricted Securities All Other
Other Annual Stock Underlying Compensation
Name and Principal Position(s) Year Salary Bonus Compensation Award(s) Options/SARs (c)(d)(e)
- ------------------------------ ---- -------- -------- ------------ ---------- ------------ ------------

Eran Broshy(1).............. 2001 $425,000 -- -- --
Chief Executive Officer 2000 $425,000 -- -- --
and Director 1999 $225,890 $ 75,000 $2,500,000 503,938

John R. Emery(2)............ 2001 $102,082 -- -- 200,000
Chief Financial Officer

Patrick Fourteau(3)......... 2001 $277,425 -- -- 82,000
President, 2000 $257,308 $ 80,000 $ 300,000 50,000
Ventiv Worldwide Sales

Leonard J. Vicciardo(4)..... 2001 $273,000 $181,500 -- 52,000
President, 2000 $270,900 $ 66,000 -- --
Health Products Research 1999 $ 258400 $150,000 $ 200,000 75,000

Douglas E. Langeland(5)..... 2001 $177,917 -- -- 42,000
President, VIS 2000 $ 62,329 $ 61,250 -- 22,000

Gregory S. Patrick(6)....... 2001 $ 24,692 -- -- --
2000 $250,000 -- -- --
1999 $ 83,562 $ 40,000 $1,000,000 251,969

William C. Pollock(7)....... 2001 $183,531 $174,460 -- --
2000 $289,000 $ 63,580 -- --
1999 $275,000 $158,125 $ 500,000 50,000

- --------
(1) Mr. Broshy joined Ventiv Health, Inc. in June 1999. Of the 314,961 shares
awarded to Mr. Broshy pursuant to his restricted stock award, 188,976
shares, representing sixty percent of Mr. Broshy's restricted shares of
Common Stock, having a market value of $691,652 as of December 31, 2001,
had vested as of September 27, 2001. The balance of 125,985 shares
representing the remaining forty percent of such restricted shares will
vest in equal installments over the next two years.
(2) Mr. Emery joined the Company in August 2001. Had Mr. Emery been employed by
Ventiv Health, Inc. since the beginning of 2001, he would have received an
annual salary of $270,000.
(3) Mr. Fourteau joined Ventiv Health, Inc. in January 2000 as President,
Ventiv European Sales. Had Mr. Fourteau been employed by Ventiv Health,
Inc. since the beginning of 2000, he would have received an annual salary
of $270,000. Mr. Fourteau was awarded 29,448 shares of restricted stock on
January 24, 2000. Of the 29,448 shares awarded to Mr. Fourteau pursuant to
his restricted stock award, 7,362 shares, representing twenty-five percent
of Mr. Fourteau's restricted shares of Common Stock, having a market value
of $26,945 as of December 31, 2001, had vested as of January 24, 2001. The
balance of 22,086 shares, representing seventy-five percent of such
restricted shares will vest in equal installments over the next three years.

(4) Mr. Vicciardo joined Health Products Research, Inc. in November 1998. Of
the 25,197 shares awarded to Mr. Vicciardo pursuant to his restricted stock
award on September 27, 1999, 17,639 shares representing fifty-five percent
of Mr. Vicciardo's restricted shares of Common Stock, having a market value
of $64,559 as of December 31, 2001, had vested as of September 27, 2001.
The balance of 7,558 shares representing the remaining thirty percent of
such restricted shares will vest in equal installments over the next two
years.
(5) Mr. Langeland joined Ventiv Health in August 2000. Had Mr. Langeland been
employed by Ventiv Health, Inc. since the beginning of 2000, he would have
received an annual salary of $175,000.
(6) Mr. Patrick joined the Company in September 1999. Of the 125,984 shares
awarded to Mr. Patrick pursuant to his restricted stock award on September
27, 1999, 69,292 shares representing fifty-five percent of Mr. Patrick's
restricted shares of Common Stock, having a market value of $870,481 as of
December 31, 2000, had vested as of September 27, 2000. Subsequent to
December 31, 2000, as announced in a press release on February 15, 2001,
Mr. Patrick resigned as the Company's Chief Financial Officer.
Consequently, the unvested portion of his restricted shares (56,692 shares)
was cancelled.
(7) Of the 62,992 shares awarded to Mr. Pollock pursuant to his restricted
stock award, 41,733 shares representing sixty-six percent of Mr. Pollock's
restricted shares of Common Stock, having a market value of $152,743 as of
December 31, 2001, had vested as of September 27, 2001. In August of 2001,
Mr. Pollock's employment with Ventiv Health, Inc. was terminated.
Consequently, the unvested portion of his restricted shares (21,259 shares)
was cancelled.
(8) Options to purchase Common Stock vest at a rate of 25% per year on each
anniversary of the grant date, provided the employee is still employed by
the Company on the applicable vesting date.

Option Grants in Fiscal 2001

The following table sets forth information with respect to option grants
during fiscal 2000 to the individuals named in the Summary Compensation Table
pursuant to the 1999 Stock Incentive Plan.

Annual Compensation

Potential Realizable Value at
Securities % of Total Assumed Annual Rates of
Underlying options Stock Price Appreciation
Options Granted to for Option Term
Granted Employee Exercise Expiration -----------------------------
Name (# of shares) in 2000 Price ($/Sh) Date 5%($) 10%($)
- ------------------ ------------- ---------- ------------ ---------- ---------- ----------

Eran Broshy....... -- -- -- -- -- --
John Emery........ 200,000 17.6% $ 9.99 8/9/2011 $3,254,531 $5,182,297
Patrick Fourteau.. 12,000 1.1% $12.56 1/29/2011 $ 245,556 $ 391,007
30,000 2.6% $ 4.37 10/5/2011 $ 213,548 $ 340,040
40,000 3.5% $ 2.62 11/28/2011 $ 170,708 $ 271,824
Leonard Vicciardo. 12,000 1.1% $12.56 1/29/2011 $ 245,556 $ 391,007
40,000 3.5% 2.62 11/28/2011 $ 170,708 $ 271,824
Douglas Langeland. 12,000 1.1% $12.56 1/29/2011 $ 245,556 $ 391,007
30,000 2.6% 2.62 11/28/2011 $ 128,031 $ 203,868
Gregory S. Patrick -- -- -- -- -- --
William C. Pollock 25,000 2.2% $12.56 -- -- --

The following table sets forth information with respect to options exercised
during fiscal 2001 to the individuals named in the Summary Compensation Table
pursuant to the 1999 Stock Incentive Plan.

Number of Securities Value of Unexercised
Shares Undrlying Unexercised in-the-money
Acquired Value Options/SARs at Fiscal Options/SARs at Fiscal
on Realized Year End Year End
Name Exercise ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- -------- -------- ------------------------- -------------------------

Eran Broshy....... -- -- -- --
John Emery........ -- -- -- --
Patrick Fourteau.. -- -- -- --
Leonard Vicciardo. -- -- -- --
Douglas Langeland. -- -- -- --
Gregory S. Patrick 62,993 $500,007 -- --
William C. Pollock 37,500 $297,656 -- --

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth certain information, to the knowledge of the
Company, as of May 3, 2001 (except as otherwise noted), with respect to the
beneficial ownership of the Common Stock by (i) each person known to the
Company to be the beneficial owner of more than 5% of the outstanding Common
Stock, (ii) each director and nominee for director, (iii) each of the executive
officers of the Company named in the Summary Compensation Table under
"Executive Compensation," and (iv) all directors and executive officers of the
Company as a group.

Number of Shares
and Nature of
Beneficial Percent
Name of Beneficial Owner Ownership of Class(1)
- ------------------------ ---------------- -----------

Daniel M. Snyder(2)............................................. 2,797,914 12.2%
Mortimer B. Zuckerman(3)........................................ 1,646,016 7.2%
Fred Drasner(4)................................................. 755,204 3.3%
A. Clayton Perfall(5)........................................... 25,000 *
Don Conklin(6).................................................. 12,500 *
John R. Harris(7)............................................... 12,500 *
Eran Broshy(8).................................................. 485,946 2.1%
Patrick Fourteau(9)............................................. 44,724 *
Leonard J. Vicciardo(10)........................................ 76,889 *
Douglas E. Langeland (11)....................................... 8,500 *
Michele D. Snyder(12)........................................... 1,151,490 5.0%
The TCW Group(13)............................................... 3,069,522 13.4%
Mellon Financial Corporation(14)................................ 2,838,159 12.3%
State of Wisconsin Investment Board(15)......................... 2,164,000 9.4%
Boston Partners Asset Management LP(16)......................... 1,281,246 5.6%
All directors and executive officers as a group (11 persons)(17) 5,865,193 25.5%

- --------
* Denotes less than 1%.
(1) Based upon 22,992,397 shares of Common Stock outstanding as of May 3, 2002.
(2) Includes 37,500 shares of common stock issuable upon exercise of options.
The address for Daniel M. Snyder is 21300 Redskin Park Drive, Ashburn,
Virginia 20147.
(3) Consists of shares of common stock held by USN College Marketing, L.P.
("College Marketing") (a limited partnership of which USN College
Marketing, Inc. ("USN Inc.") is the general partner and

Fred Drasner is the sole limited partner) and attributable to USN Inc.'s
general partnership interest in College Marketing. USN Inc. is owned
one-third by Mortimer B. Zuckerman and two-thirds by the MBZ Trust of 1996,
for which an outside person acts as the Trustee. Mr. Zuckerman is the sole
director of USN Inc. Includes 211,537 shares of common stock owned by USN,
Inc. subject to a forward purchase contract with an unaffiliated third
party. The contract obligates the contracting party to deliver shares or
cash on a pre-arranged settlement date. To the extent that the value of the
common stock appreciates between the date of the contract and its
settlement date, the number of shares or amount of cash that must be
delivered on the settlement date is reduced pursuant to a formula contained
in the contract. Prior to the settlement date, College Marketing retains
voting and dividend rights with respect to the shares that are the subject
of the contract. Does not include 355,104 shares held by College Marketing
that are beneficially owned by Mr. Drasner. See Note 5. Also includes
25,000 shares of common stock issuable upon exercise of options. Mr.
Zuckerman's address is 599 Lexington Avenue, Suite 1300, New York, New York
10022. The address of MBZ Trust of 1996 is c/o Boston Properties, 8
Arlington Street, Boston, Massachusetts 02116.
(4) Consists of (i) 108,434 shares owned by Mr. Drasner in his individual
capacity and over which he exercises sole voting and investment
discretion, (ii) 355,104 shares beneficially owned by Mr. Drasner as
limited partner in College Marketing and (iii) 266,666 shares beneficially
owned by Mr. Drasner as a result of his ownership of F.D. Sutton, LLC
("Sutton") a limited liability company of which Mr. Drasner is the sole
member. Also includes 25,000 shares of common stock issuable upon exercise
of options.
(5) Includes 25,000 shares of common stock issuable upon exercise of options.
(6) Consists of options to purchase 12,500 shares of Ventiv common stock.
(7) Consists of options to purchase 12,500 shares of Ventiv common stock.
(8) Includes 251,970 shares of common stock issuable upon exercise of options
and 188,976 shares of vested restricted stock.
(9) Includes 28,000 shares of common stock issuable upon exercise of options
and 14,724 shares of vested restricted stock.
(10) Includes 59,250 shares of common stock issuable upon exercise of options
and 17,639 shares of vested restricted stock.
(11) Includes 8,500 shares of common stock issuable upon exercise of options.
(12) Includes 37,500 shares of common stock issuable upon exercise of options.
Includes 92,816 shares subject to a forward purchase contract with
unaffiliated third party. The contract obligates the contracting party to
deliver shares or cash on a pre-arranged settlement date. To the extent
that the value of the common stock appreciates between the date of the
contract and the settlement date, the number of shares or amount of cash
that must be delivered on the settlement date is reduced pursuant to a
formula contained in the contract. Prior to the settlement date, Ms.
Snyder or her affiliate described below retains voting and dividend rights
with respect to the shares that are the subject of the contract. Pursuant
to the contract, the settlement date is the third trading day following
July 30, 2001. The address for Michele D. Snyder is c/o Ventiv Health,
Inc., c/o Ventiv U.S. Sales LLC, 200 Cottontail Lane, Vantage Court North,
Somerset, New Jersey, 08873.
(13) Ownership is as reported in Schedule 13G of the TCW Group, Inc. ("TCW")
and is as of February 13, 2002. TCW's address is 865 South Figueroa
Street, Los Angeles, California, 90017.
(14) Ownership is as reported in Schedule 13G of Mellon Financial Corporation
("Mellon") and is as of January 8, 2002. Mellon's address is One Mellon
Center, Pittsburgh, Pennsylvania 15258.
(15) Ownership is as reported in Schedule 13G of State of Wisconsin Investment
Board ("the Board") and is as of February 15, 2002. No known address.
(16) Ownership is as reported in Schedule 13G of Boston Partners, Inc.
("Boston") and is as of January 15, 2002. No known address.
(17) Includes 560,220 shares of common stock issuable upon exercise of options
and 221,339 shares of vested, restricted stock.

REPORT OF THE BOARD OF DIRECTORS OF VENTIV HEALTH, INC.
ON EXECUTIVE COMPENSATION

In accordance with the rules of the Securities and Exchange Commission, the
Board of Directors of the Company offers this report regarding its executive
compensation policy and compensation program for the Chief Executive Officer
and other executive officers of the Company in effect for 2001.

This report, as well as the Performance Graph on page 15, including the
information contained in this report, are not soliciting materials, are not
deemed filed with the Securities and Exchange Commission and are not
incorporated by reference in any filing of the Company under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
whether made before or after the date of this Proxy Statement and irrespective
of any general incorporation language in any such filing.

During 2001, the Board of Directors and the Compensation Committee
established the general compensation policies of the Company and the specific
compensation of its executive officers including its Chief Executive Officer.
The Compensation Committee of the Board administered the Company's Stock
Incentive Plan during 2001 for the Company's officers and key employees.

Executive Compensation Policy

During 2001, in setting executive compensation, the objective of the Board
of Directors was to attract, retain and motivate highly qualified employees and
executive officers that contribute to growth in stockholder value over time. To
accomplish this objective, the Board of Directors seeks to provide strong
financial incentives to the Company's executive officers, at a reasonable cost
to the Company and its stockholders. Compensation currently consists
principally of salary, annual performance-based bonuses and stock options
granted under the Company's Stock Incentive Plan. In establishing certain
components of compensation, the Board of Directors seeks to provide the
Company's executive officers with a strong financial incentive aligned with the
business objectives and performance of the Company, thereby reflecting the
interests of the Company's stockholders.

Executive Officer Compensation

During 2001, the Company's compensation for its executive officers consisted
principally of salary and bonus. In setting base salaries for 2001, the Board
of Directors used a subjective evaluation process considering the officer's
position, level and scope of responsibility, as well as the recommendations of
management with respect to base salary for such executive officer. The Board of
Directors also sought to set salaries at levels that, in the opinion of the
members of the Board, approximate the salary levels for international health
services providers that are comparable to the Company. In addition, all of the
Company's executive officers have employment agreements that establish a base
salary, subject to such increases as may be approved by the Board of Directors
or the Compensation Committee of the Company. See "Executive
Compensation--Executive Employment Contracts."

Bonuses are awarded principally on the basis of the Company's performance
during the period and on the Board of Director's assessment of the extent to
which an executive officer contributed to the overall profitability of the
Company or a particular operating division of the Company for a specific
period. In awarding performance-based bonuses, the Board of Directors during
2001 sought to set such bonuses at a level that would provide executive
officers eligible to receive such bonuses with a strong incentive to contribute
to the success and profitability of the Company. During 2001, a total of
$181,500 was earned in bonuses to the Chief Executive Officer, the Chief
Financial Officer and the other three (3) most highly compensated executive
officers of the Company, with no bonuses earned by and paid to the Chief
Executive Officer and the Chief Financial Officer.

Executive Employment Contracts

The Company has entered into employment agreements with each of the named
officers below and on such terms and conditions as are described.

Eran Broshy. On June 14, 1999, Snyder Communications, Inc. retained the
services of Mr. Broshy as President of Snyder Communications, Inc.'s healthcare
group. Under the terms of Mr. Broshy's employment agreement, which was assumed
by the Company in connection with the spin-off from Snyder Communications,
Inc., he initially received an annual base salary of $425,000. He is also
eligible for an annual bonus award based on certain performance measures, which
may not exceed $125,000.

Under his employment agreement, the Company granted to Mr. Broshy 503,938
non-qualified options to purchase Common Stock at an exercise price equal to
$7.9375, the closing price of Company Common Stock on the date of the spin-off.
Mr. Broshy's options vest at the rate of 25% per year on each anniversary of
the grant date, provided he is still employed by the Company on the applicable
vesting date. Mr. Broshy's employment agreement also provides for a grant of an
aggregate of $2,500,000 in restricted Common Stock, 20% of which vested on the
distribution date and the remaining 80% vesting in equal increments over the
next four years, provided he is still employed by the Company on the applicable
vesting date. The restricted stock grant provided for in his employment
agreement will prohibit Mr. Broshy from transferring any of his Common Stock
for a period of four years after the distribution date. The agreement provides
that upon a "change in control" of the Company, the vesting of both the stock
options and restricted stock will accelerate so that Mr. Broshy's options and
restricted stock would be fully vested. For purposes of his employment
agreement, "change in control" means any sale, transfer or other disposition of
all or substantially all of the assets of the Company or the consummation of a
merger or consolidation of the Company which results in the Company's
stockholders immediately prior to such transaction owning, in the aggregate,
less than a majority of the surviving entity. Furthermore, Mr. Broshy's
employment agreement provides that he may borrow up to $500,000 from the
Company exclusively for the purchase of Common Stock. In September 1999, Mr.
Broshy borrowed these funds for the purchase of 45,000 shares of the Company's
Common Stock, subject to the terms of a promissory note dated September 30,
1999 and payable on September 30, 2003.

John R. Emery. Ventiv Health, Inc. entered into an employment with John R.
Emery on August 13, 2001. Mr. Emery's initial base salary under his employment
agreement is $270,000. The Company granted him options to purchase 200,000
shares of common stock at an exercise price of $9.99 per share, vesting over a
four-year period. In the event of Mr. Emery's termination without cause, he is
entitled to the lesser of twenty-six (26) weeks pay or until he gains new
employment.

Patrick Fourteau. Ventiv Health, Inc. entered into an employment agreement
with Patrick Fourteau on January 24, 2000, as amended on October 5, 2001. Mr.
Fourteau's initial base salary under his employment agreement is $270,000. The
Company granted him options to purchase 50,000 shares of common stock at an
exercise price of $10.1875 per share, vesting over a four-year period. In the
event of Mr. Fourteau's termination without cause, restrictions on 50% of his
vested restricted shares lapse, and he is entitled to a severance payments of
one-quarter of his annual salary, plus salary until he gains new employment up
to another one-quarter of his annual salary. In the event of a change of
control of the Company, Mr. Fourteau is entitled to a payment equal to his
annual base salary, paid in two equal installments, subject to his continued
employment and his not being terminated for any reason other than without cause.

Leonard Vicciardo. Mr. Vicciardo's previous employment agreement with
Health Products Research, Inc., a subsidiary of the Company, dated October 26,
1998, has expired. The Company entered

into a new employment agreement with Mr. Vicciardo effective as of January 1,
2001. The terms of Mr. Vicciardo's new employment agreement include an annual
base salary of $273,000, an annual bonus award based on certain performance
measures, up to his then current base salary, the grant to Mr. Vicciardo of
non-qualified options to purchase an aggregate of 12,000 shares of Common Stock
at an exercise price $12.5625 per share, vesting over a four-year period. Under
this employment agreement and previous agreements, the Company has granted Mr.
Vicciardo non-qualified options to purchase an aggregate of 87,000 shares of
Common Stock. Mr. Vicciardo's options will vest at the rate of 25% per year on
each anniversary of the grant date, provided he is still employed by the
Company on the applicable vesting date. Under the terms of the new employment
agreement, in the event of Mr. Vicciardo's termination of employment without
cause (as defined in his employment agreement), Mr. Vicciardo will be entitled
to a severance payment equal to the lesser of the continuation of his base
salary for a period of twenty six (26) weeks from the termination date or
continuation of his base salary for a period from the termination date until he
obtains new employment. In addition, in the event of a change of control (as
defined in his employment agreement) of the Company, Mr. Vicciardo will be
entitled to a payment equal to his annual base salary, paid in two equal
installments, subject to his continued employment and his not being terminated
for any reason other than without cause.

Douglas E. Langeland. Ventiv Health, Inc. entered into an employment with
Mr. Langeland on August 23, 2000. Mr. Langeland's initial base salary under his
employment agreement is $175,000. The Company granted him options to purchase
22,000 shares of common stock at an exercise price of $13.0625 per share,
vesting over a four-year period. In the event of Mr. Langeland's termination
without cause, he is entitled to the lesser of thirteen (13) weeks pay or
continuation of pay until he gains new employment.

Gregory S. Patrick. In September 1999, the Company retained the services of
Mr. Patrick as Chief Financial Officer. Under the terms of Mr. Patrick's
employment agreement, he initially received an annual base salary of $250,000.
He was also eligible for an annual bonus award based on certain performance
measures, which was not to exceed $100,000. Under his employment agreement, the
Company granted to Mr. Patrick non-qualified options to purchase an aggregate
of 251,969 shares of Common Stock at an exercise price equal to $7.9375, the
closing price of Common Stock on the distribution date. Mr. Patrick's options
vested at the rate of 25% per year on each anniversary of the grant date. Mr.
Patrick's employment agreement also provided for a grant of an aggregate of
125,984 shares of restricted Common Stock, 40% of which vested on the
distribution date, with the remaining 60% vesting in equal increments over the
next four years. The restricted stock grant provided for in his employment
agreement prohibited Mr. Patrick from transferring any of his Common Stock for
a period of four years after the distribution date. Furthermore, Mr. Patrick's
employment agreement provided that he may borrow from the Company an amount
necessary to pay any federal and state income taxes resulting from the
restricted stock grant. On February 15, 2001, Mr. Patrick resigned as the
Company's Chief Financial Officer. As a result, the unvested portion of his
restricted shares (56,692 shares) and unvested stock options (188,976 shares)
were cancelled.

William C. Pollock. The Company entered into an amended employment
agreement with Mr. Pollock dated as of January 29, 2001. Mr. Pollock's initial
base salary under this employment agreement was $300,000. He was also eligible
for an annual bonus award based on certain performance measures, of 0%-60% of
his then current base salary. Pursuant to this employment agreement, the
Company granted to Mr. Pollock non-qualified options to purchase an aggregate
of 25,000 shares of Common Stock at an exercise price equal to the closing
price of a share of Common Stock on January 29, 2001, the grant date. Under
this employment agreement and previous agreements, the Company granted Mr.
Pollock non-qualified options to purchase an aggregate of 75,000 shares of
Common Stock. Mr. Pollock's options vested at the rate of 25% per year on each
anniversary of the grant date, provided he is still employed by the Company on
the applicable vesting date. Mr. Pollock's employment was terminated on August
18, 2001.

Each of the employment agreements described above contains a non-competition
commitment during the term of employment and for a period of 12 months after
termination of employment. Additionally, each employment agreement contains a
non-solicitation provision and provides for assignment by the employee to his
employer of any work products developed by him during the term of his
employment.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2001, the Board of Directors was responsible for the establishment of
the general compensation policies of the Company. Throughout 2001, Eran Broshy,
the Chief Executive Officer of the Company, also served as a director of the
Company. Mr. Broshy absented himself from all discussions relating to, and
abstained from voting on, resolutions concerning his own compensation.

On September 30, 1999, under a Secured Nonrecourse Promissory Note (the
"Note"), the Company loaned Eran Broshy $500,000 for the purpose of acquiring
shares of common stock of the Company. Mr. Broshy, in October 1999, purchased
45,000 shares of common stock of the Company (the "Pledged Shares"). Pursuant
to the terms of the Note, Mr. Broshy may prepay on the loan at any time, or
from time to time, but he must pay the $500,000, plus interest computed at the
rate of 6% per annum, in full, on or before September 30, 2003. In connection
with the Note, Mr. Broshy and the Company executed a Pledge and Security
Agreement, whereby the Company received a first priority security interest in
the Pledged Shares, the certificates representing the Pledged Shares, and all
dividends, distributions, cash, instruments and other property or proceeds that
may be received or distributed in respect of or in exchange for any or all of
the Pledged Shares.

STOCKHOLDER RETURN PERFORMANCE GRAPH

SEC rules require proxy statements to contain a performance graph comparing
the performance of the Company's Common Stock against a broad market index and
against either a published industry or line-of-business index or a group of
peer issuers. The following graph compares the cumulative total return on a
$100 investment in the Company's Common Stock against the cumulative total
return on a similar investment in (i) the Total Return Index for The Nasdaq
Stock Market (US) and (ii) Nasdaq Health Services Stocks. The graph assumes
that all investments were made on September 23, 1999 (the date Ventiv's common
stock began trading on a "when issued" basis) and are held through the year
ended December 31, 2001 and that all dividends are reinvested on a daily basis.

[CHART]

Indexed Returns
Total Return To Shareholders
(Dividends reinvested daily)

Ventiv Health vs. The Nasdaq Stock Market (US) vs. Nasdaq Health Services
(Dividends reinvested daily)

9/23/99 9/30/99 12/31/99 3/31/00 6/30/00 9/29/00 12/29/00 3/31/01 6/30/01 9/29/01 12/31/01
------- ------- -------- ------- ------- ------- -------- ------- ------- ------- --------

Ventiv Health, Inc..... $100.00 $109.72 $102.09 $111.81 $123.61 $140.28 $139.59 $170.89 $229.33 $ 45.11 $ 40.67
The Nasdaq Stock Market
(US).................. $100.00 $ 99.78 $147.48 $165.52 $143.90 $132.41 $ 88.74 $ 66.24 $ 78.05 $ 54.16 $ 70.40
Nasdaq Health Services
Stocks................ $100.00 $ 98.69 $ 97.17 $101.00 $103.07 $114.42 $133.21 $120.42 $144.69 $138.29 $141.81

Returns for the Company's Common Stock depicted in the graph are not
necessarily indicative of future performance.

The above graph shall not have been deemed incorporated by reference by any
general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who beneficially own more than
ten percent (10%) of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission and the Nasdaq National Market System. In addition, under
Section 16(a), trusts for which a reporting person is a trustee and a
beneficiary (or for which a member of his immediate family is a beneficiary)
may have a separate reporting obligation with regard to ownership of the Common
Stock and other equity securities of the Company. Such reporting persons are
required by rules of the Securities and Exchange Commission to furnish the
Company with copies of all Section 16(a) reports they file. Based solely upon a
review of the copies of such forms furnished to the Company and written
representations from the Company's executive officers, directors and greater
than ten percent (10%) beneficial stockholders, the Company believes that
during the year ended December 31, 2001, no persons subject to the reporting
requirements of Section 16(a) filed the required reports on a timely basis. All
persons subject to the reporting requirements of Section 16(a) subsequently
filed the requisite forms and reports to disclose reportable transactions.

APPOINTMENT OF INDEPENDENT AUDITORS

Arthur Andersen LLP served as the Company's independent public accountants
for the year ended December 31, 2001. The Audit Committee and the Board of
Directors are currently reviewing the Company's audit needs and its goals for
the performance of its independent public accountants. Although shareholder
ratification of the selection of the Company's independent public accountants
is not required, it has been the Company's practice to seek such ratification.
In light of the fact that the Company's review of its audit needs is ongoing,
the Board's selection of the independent accountants is not being submitted to
shareholders for ratification this year but will be announced at the time the
decision is made.

A representative of Arthur Andersen LLP has been invited to be present at
the Annual Meeting, to make a statement and respond to questions.

Audit Fees

The following table sets forth the aggregate fees billed to the Company for
the fiscal year ended December 31, 2001 by the Company's principal accounting
firm, Arthur Andersen LLP:

Audit Fees.................... $594,930
Tax Preparation and Consulting $560,000

STOCKHOLDER PROPOSALS FOR 2003 ANNUAL MEETING

If a stockholder of the Company wishes to present a proposal for
consideration for inclusion in the Proxy statement for the 2003 Annual Meeting,
the proposal must be sent by certified mail-return receipt requested and must
be received at the executive offices of the Company, c/o Ventiv Health U.S.
Sales LLC, 200 Cottontail Lane, Vantage Court North, Somerset, NJ, 08873, no
later than December 31, 2002. All proposals must conform to the rules and
regulations of the Securities and Exchange Commission (the "SEC"). The SEC
recently amended Rule 14a-4, which governs the use by the Company of
discretionary voting authority with respect to other stockholder proposals. SEC
Rule 14a-4(c)(1) provides that, if the proponent of a stockholder proposal
fails to notify the Company at least forty-five (45) days prior to the month
and day of mailing of the prior year's proxy statement, the proxies of the
Company's management would be permitted to use their discretionary authority at
the Company's next annual meeting of stockholders if the proposal were raised
at the meeting without any discussion of the matter in the proxy statement. For
purposes of the Company's 2003 Annual Meting of Stockholders, the deadline is
March 16, 2003.

PROXY
VENTIV HEALTH, INC.
200 Cottontail Lane
Vantage Court North
Somerset, New Jersey 08873

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Eran Broshy and John R. Emery as proxies,
each with the power to appoint his or her substitute, and hereby authorizes them
to represent to vote as designated on the reverse side of this card, all of the
shares of Common Stock of Ventiv Health, Inc. held of record by the undersigned
on May 3, 2002 at the 2002 Annual Meeting of Stockholders to be held on June 19,
2002 or any adjournment or postponement thereof.

[TO BE SIGNED ON REVERSE SIDE.]

PLEASE RETAIN THIS ADMISSION TICKET
for the
Annual Meeting of Stockholders
of
VENTIV HEALTH, INC.
JUNE 19, 2002
3:00 P.M., LOCAL TIME

IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS ANNUAL MEETING, WHETHER
OR NOT YOU ATTEND THE ANNUAL MEETING IN PERSON. TO MAKE SURE YOUR SHARES ARE
REPRESENTED, WE URGE YOU TO COMPLETE AND MAIL THE PROXY CARD BELOW.

IF YOU PLAN TO ATTEND THE 2002 ANNUAL MEETING OF STOCKHOLDERS, PLEASE MARK THE
APPROPRIATE BOX ON THE PROXY CARD BELOW.

PRESENT THIS TICKET TO THE VENTIV HEALTH, INC. REPRESENTATIVE AT THE ENTRANCE TO
THE MEETING ROOM.

Please Detach and Mail in the Envelope Provided

A [X] Please mark your
votes as in this
example.

FOR all WITHHOLD
nominees AUTHORITY to vote all
listed at right nominees listed at right

1. ELECTION [ ] [ ]
OF DIRECTORS

Nominees: Daniel M. Snyder
Eran Broshy
Mortimer B. Zuckerman
Fred Drasner
A. Clayton Perfall
Donald Conklin
John R. Harris

INSTRUCTION: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list at right.

2 In their discretion, the proxies are authorized to vote on such other
business as may properly come before the 2002 Annual Meeting.

This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted FOR proposals 1 and 2 and in the discretion of the proxies on
such other business as may properly come before the 2002 Annual Meeting.

Please mark, sign, date and return the proxy card promptly using the
enclosed envelope.

Yes No
Do you plan to attend the 2002 Annual Meeting? [ ] [ ]

Signature Signature Dated , 2002
-------------------- ------------------- ---------
IF HELD JOINTLY

Note: Please sign exactly as name appears above. When shares are held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.