PFWD Phase Forward (MM)

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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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77 Fourth Avenue
Waltham, Massachusetts 02451
(888) 703-1122

                    , 2010

MERGER PROPOSED—YOUR VOTE IS IMPORTANT

Dear Stockholder:

        You are cordially invited to attend a special meeting of the stockholders of Phase Forward Incorporated, a Delaware corporation, which will be held on                  , 2010, at              a.m., local time, at our headquarters at 77 Fourth Avenue, Waltham, Massachusetts 02451.

        At the special meeting, we will ask you to consider and vote on a proposal to adopt a merger agreement that we entered into with Oracle Corporation and Pine Acquisition Corporation, a wholly-owned subsidiary of Oracle Corporation, on April 15, 2010. If stockholders representing at least a majority of the outstanding shares of Phase Forward common stock adopt the merger agreement and the merger is completed, we will become a wholly-owned subsidiary of Oracle Corporation, and you will be entitled to receive $17.00 in cash, without interest and less any applicable withholding taxes, for each share of Phase Forward common stock that you own.

         After careful consideration, our board of directors, by the unanimous vote of all directors, approved the merger agreement and determined that the merger and the merger agreement are advisable and in the best interests of our company and our stockholders. Our board of directors unanimously recommends that you vote "FOR" the adoption of the merger agreement.

        The accompanying proxy statement provides a detailed description of the proposed merger, the merger agreement and related matters, and a copy of the merger agreement is included as Annex A to this document. We urge you to read these materials carefully.

        Your vote is very important.     Adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Phase Forward common stock entitled to vote at the special meeting. Therefore, failure to vote will have the same effect as a vote against the adoption of the merger agreement.

         Whether or not you are able to attend the special meeting in person, please submit your proxy via the Internet (www.voteproxy.com), by telephone (1-800-PROXIES (1-800-776-9437)), or complete, sign and date the enclosed proxy card and return it in the envelope provided as soon as possible. If you have Internet access, we encourage you to record your vote via the Internet. This action will not limit your right to vote in person at the special meeting.

        If you have any questions or need assistance voting your shares, please call our proxy solicitor, Innisfree M&A Incorporated, at (888) 750-5834.

        Thank you for your cooperation and your continued support of Phase Forward Incorporated.

		Very truly yours,
		ROBERT K. WEILER
		Chairman, President and Chief Executive Officer

This proxy statement is dated                  , 2010 and is first being mailed to stockholders on or about                    , 2010.

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PHASE FORWARD INCORPORATED
77 Fourth Avenue
Waltham, Massachusetts 02451
(888) 703-1122

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On                    , 2010

To the Stockholders of Phase Forward Incorporated:

        We will hold a special meeting of the stockholders of Phase Forward Incorporated at our headquarters at 77 Fourth Avenue, Waltham, Massachusetts 02451, on                  , 2010, at          a.m., local time, to consider and act upon the following matters:

1.

To adopt the Agreement and Plan of Merger, dated as of April 15, 2010, among Phase Forward Incorporated ("Phase Forward", "we", "us", "our", "ours"), Oracle Corporation ("Oracle") and Pine Acquisition Corporation, a wholly-owned subsidiary of Oracle (the "Merger Subsidiary" or "Pine Acquisition Corporation"), as such may be amended from time to time, pursuant to which each holder of shares of Phase Forward common stock will be entitled to receive $17.00 in cash, without interest and less any applicable withholding taxes, for each share of Phase Forward common stock held by such holder;



2.

To approve a proposal to adjourn or postpone the special meeting, if necessary, to solicit additional proxies in favor of adoption of the merger agreement; and



3.

To transact such other business as may properly come before the special meeting or any adjournment or postponement thereof, including to consider any procedural matters incident to the conduct of the special meeting.

        A copy of the merger agreement is attached as Annex A to the accompanying proxy statement.

        Only holders of record of Phase Forward common stock as of the close of business on                  , 2010 are entitled to notice of, and to vote at, the special meeting and any adjournment or postponement of the special meeting. Adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Phase Forward common stock entitled to vote at the special meeting. The list of stockholders entitled to vote at the special meeting will be available for inspection at our principal executive offices at 77 Fourth Avenue, Waltham, Massachusetts 02451 during ordinary business hours at least 10 days before the special meeting.

        Whether or not you are able to attend the special meeting in person, please submit your proxy via the Internet (www.voteproxy.com) or by telephone (1-800-PROXIES (1-800-776-9437)), or complete, sign and date the enclosed proxy card and return it in the envelope provided as soon as possible. If you have Internet access, we encourage you to record your vote via the Internet. This action will not limit your right to vote in person at the special meeting. If you fail to vote by proxy or in person, it will have the same effect as a vote against the adoption of the merger agreement. If you return a properly signed proxy card but do not indicate how you want to vote, your proxy will be counted as a vote "FOR" approval and adoption of the merger agreement and "FOR" the adjournment or postponement of the special meeting, if necessary, to solicit additional proxies.

         The board of directors of Phase Forward unanimously recommends that stockholders vote "FOR" the adoption of the merger agreement.

        In connection with the execution of the merger agreement, the directors and executive officers of Phase Forward, who collectively beneficially own approximately 6.51% of the voting power of Phase Forward common stock as of May 1, 2010, entered into voting agreements agreeing to vote in favor of the adoption of the merger agreement. If the merger agreement terminates in accordance with its terms, these stockholders' agreements will also terminate.

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        If the merger becomes effective, Phase Forward stockholders who do not vote in favor of the adoption of the merger agreement will have the right to seek appraisal of the fair value of their shares of Phase Forward common stock, as determined by the Delaware Court of Chancery under applicable provisions of Delaware law, subject to the satisfaction of the requirements for exercising and perfecting such rights. A copy of the full text of the applicable Delaware statutory provisions is included as Annex C to the accompanying proxy statement, and a summary of these provisions can be found under the section entitled "Appraisal Rights" beginning on page 72 in the accompanying proxy statement.

		By Order of the Board of Directors,
		D. ARI BUCHLER Secretary

                                                                 HOW TO VOTE YOUR SHARES

•

TO VOTE USING THE INTERNET.     Please visit
www.voteproxy.com and follow the on-screen instructions. Have
your proxy card available when you access the web site, and use
the Company Number and Account Number shown on your card.



•

TO VOTE BY TELEPHONE.     Please call
1-800-PRO-XIES (776-9437) in the United States or
1-718-921-8500 from foreign locations from any touch-tone
telephone and follow the instructions. Have your proxy card
available when you call this number, and use the Company Number
and Account Number shown on your card.



•

TO VOTE USING THE ENCLOSED PROXY CARD.     Sign
and date the enclosed proxy card and return it in the provided
envelope.

        In accordance with our security procedures, all persons attending the special meeting of stockholders will be required to present picture identification.

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SUMMARY TERM SHEET

         This summary highlights selected information from this proxy statement and may not contain all of the information that is important to you. Accordingly, we urge you to read carefully this entire proxy statement and the annexes to this proxy statement. We have included page references parenthetically to direct you to a more complete description of the topics in this summary.

         In this proxy statement, the terms "we," "us," "our," "our company" and "Phase Forward" refer to Phase Forward Incorporated, the term "Oracle" refers to Oracle Corporation, the term "Merger Subsidiary" refers to Pine Acquisition Corporation, a wholly-owned subsidiary of Oracle, and the term "merger agreement" refers to the Agreement and Plan of Merger, dated as of April 15, 2010, among Phase Forward Incorporated, Oracle Corporation and Pine Acquisition Corporation, as such may be amended from time to time.

The Companies

Phase Forward Incorporated
77 Fourth Avenue
Waltham, Massachusetts 02451
(888) 703-1122
www.phaseforward.com

        Phase Forward Incorporated, a Delaware corporation, is a provider of an Integrated Clinical Research Suite, or ICRS, of enterprise-level software products, services and hosted solutions for use in our customers' global clinical trial and drug safety monitoring activities. Our customers include pharmaceutical, biotechnology and medical device companies, as well as academic institutions, governmental regulatory agencies, contract research organizations, or CROs, and other entities engaged in clinical trial and drug safety monitoring activities. Phase Forward was incorporated in 1997 and has offices located throughout the world in Asia, North America, Europe and Australia, with corporate headquarters in Waltham, Massachusetts.

Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065
(650) 506-7000
www.oracle.com

        Oracle, a Delaware corporation, is the world's largest enterprise software company. As a result of the acquisition of Sun Microsystems, Inc., Oracle entered into a new hardware systems business.

Pine Acquisition Corporation
c/o Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065
(650) 506-7000

        Pine Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Oracle, was formed solely for the purpose of facilitating Oracle's acquisition of Phase Forward. Pine Acquisition Corporation has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement. Upon consummation of the proposed merger, Pine Acquisition Corporation will merge with and into Phase Forward and will cease to exist.

The Merger (page 19)

        Upon the terms and subject to the conditions of the merger agreement, the Merger Subsidiary will be merged with and into us, and each holder of shares of Phase Forward common stock will be entitled

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to receive $17.00 in cash, without interest and less any applicable withholding taxes, for each share of Phase Forward common stock held by such holder immediately prior to the merger (unless such holder has not voted in favor of the merger agreement and has properly exercised his or her statutory appraisal rights with respect to the merger). As a result of the merger, we will cease to be a publicly traded company and will instead become a wholly-owned subsidiary of Oracle. You will not own any shares of the surviving corporation. The merger agreement is attached as Annex A to this proxy statement. Please read it carefully.

The Special Meeting (page 15)

        The special meeting will be held on                  , 2010 at                   a.m., local time, at our headquarters at 77 Fourth Avenue, Waltham, Massachusetts 02451. At the special meeting, you will be asked to vote upon a proposal to adopt the merger agreement that we have entered into with Oracle and the Merger Subsidiary. You will also be asked to vote upon a proposal to adjourn or postpone the special meeting, if necessary, to solicit additional proxies in favor of approval and adoption of the merger agreement. You may also be asked to vote upon such other matters as may properly come before the special meeting or any adjournment or postponement thereof.

Record Date; Stock Entitled to Vote (page 15)

        Our board of directors has fixed the close of business on                  , 2010, as the record date for determining stockholders entitled to notice of and to vote at the special meeting. On the record date, we had                  outstanding shares of Phase Forward common stock held by approximately                  stockholders of record. We have no other class of voting securities outstanding.

        Stockholders of record on the record date will be entitled to one vote per share of Phase Forward common stock on any matter that may properly come before the special meeting and any adjournment or postponement of that meeting.

Vote Required for Approval (page 15)

        Pursuant to the requirements of the Delaware General Corporation Law, the adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Phase Forward common stock entitled to vote at the special meeting. Failure to vote, by proxy or in person, will have the same effect as a vote "AGAINST" the adoption of the merger agreement.

        The affirmative vote of the holders of a majority of the shares of Phase Forward common stock present in person or by proxy and entitled to vote at the special meeting will be required to approve the adjournment, if necessary, of the special meeting to solicit additional proxies in favor of the approval and adoption of the merger agreement. Failure to vote, in person or by proxy, will have no effect on the approval of the adjournment proposal.

        Brokers or other nominees who hold shares of Phase Forward common stock in "street name" for customers who are the beneficial owners of such shares may not give a proxy to vote those customers' shares in the absence of specific instructions from those customers, sometimes referred to as broker "non-votes." These non-voted shares of Phase Forward common stock will not be counted as votes cast or shares voting and will have the same effect as votes "AGAINST" the adoption of the merger agreement. Non-voted shares of Phase Forward common stock will have no effect on the proposal to adjourn the special meeting, if necessary, to solicit additional proxies in favor of the adoption of the merger agreement.

        In connection with the execution of the merger agreement, the directors and executive officers of Phase Forward, who collectively beneficially own approximately 6.51% of the voting power of Phase Forward common stock as of May 1, 2010, entered into voting agreements agreeing to vote in favor of

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the adoption of the merger agreement. If the merger agreement terminates in accordance with its terms, these stockholders' voting agreements will also terminate.

Our Board's Recommendation (page 15)

        Our board of directors has unanimously (i) determined that the merger and the merger agreement are advisable and in the best interests of our company and our stockholders, (ii) approved the merger agreement, (iii) resolved to recommend that the stockholders adopt the merger agreement, and (iv) directed that such matter be submitted for consideration of the stockholders of Phase Forward at the special meeting. Accordingly, our board of directors unanimously recommends that our stockholders vote "FOR" the adoption of the merger agreement at the special meeting.

        For the factors considered by our board of directors in reaching its decision to approve the merger agreement, see "The Merger—Reasons for the Merger and Recommendation of our Board of Directors", beginning on page 30 of this proxy statement.

Opinion of Phase Forward's Financial Advisor (page 33 and Annex B)

        In connection with the merger, Thomas Weisel Partners, Phase Forward's financial advisor ("TWP"), delivered to Phase Forward's board of directors a written opinion, dated April 15, 2010, to the effect that, as of the date of the written opinion, and subject to the qualifications, limitations and assumptions stated in the opinion, the per share merger consideration to be offered to the holders of Phase Forward common stock was fair from a financial point of view to those holders. The full text of the written opinion, dated April 15, 2010, of TWP, which describes, among other things, the assumptions made, procedures followed, factors considered, qualifications of and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference in this proxy statement in its entirety. The summary of the written opinion of TWP in this proxy statement is qualified in its entirety by reference to the full text of the opinion. TWP provided its opinion to Phase Forward's board of directors for the benefit and use of Phase Forward's board of directors in connection with and for purposes of its evaluation of the per share merger consideration from a financial point of view. TWP's opinion does not address any other aspect of the merger and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed merger.

Conditions to the Merger (page 67)

        Conditions to Each Party's Obligations.     Each party's obligation to consummate the merger is subject to the satisfaction or waiver of the following mutual conditions:

•

approval and adoption of the merger agreement and the merger by an affirmative vote of the holders of a majority of the outstanding shares of Phase Forward common stock;



•

no governmental authority with jurisdiction over any party will have issued any binding order, injunction, decree, judgment, ruling or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the merger;



•

no law or regulation will have been adopted that makes the consummation of the merger illegal or otherwise prohibited; and



•

the waiting period applicable to the merger under the antitrust laws of the United States will have expired or been terminated, and any required affirmative approval of a governmental entity required under any applicable federal, state or local antitrust, competition, premerger notification or trade regulation laws in the United States or any applicable foreign jurisdictions will have been obtained.

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        Conditions to Oracle's and Pine Acquisition Corporation's Obligations.     The obligation of Oracle and Pine Acquisition Corporation to consummate the merger is subject to the satisfaction or waiver of further conditions, including:

•

the representations and warranties of Phase Forward relating to corporate existence, power, authority, non-contravention, certain capitalization matters, finders' fees, the opinion of Phase Forward's financial advisor set forth in the merger agreement and certain anti-takeover statutes, to the extent not qualified by materiality or material adverse effect thresholds, will be true in all material respects, and to the extent so qualified, will be true in all respects, when made and as of immediately prior to the effective time of the merger (other than those representations and warranties that were made only as of a specified date, which need only be true and correct as of such specified date);



•

the other representations and warranties of Phase Forward made in the merger agreement, disregarding materiality or material adverse effect thresholds, will be true when made and as of immediately prior to the effective time of the merger (other than those representations and warranties that were made only as of a specified date, which need only be true and correct as of such specified date), provided that such representations will be deemed to be true unless the individual or aggregate impact of the failure to be so true would have or would reasonably be expected to have a material adverse effect on Phase Forward;



•

Phase Forward will have performed, in all material respects, its obligations under the merger agreement on or prior to the consummation of the merger;



•

Oracle will have received a certificate signed on Phase Forward's behalf by a senior executive officer of Phase Forward as to the satisfaction of the conditions described in the preceding three bullets;



•

there will not be instituted or pending any suit, action, claim or proceeding by any governmental authority that (i) challenges or seeks to make illegal, delay materially or otherwise restrain or prohibit the consummation of the merger or seek to obtain material damages, (ii) seeks to restrain or prohibits Oracle's ownership or operation of all or any material portion of the business, assets or products of Phase Forward or any of its subsidiaries, taken as a whole, or of Oracle and any of its subsidiaries, taken as a whole, or to compel Oracle or any of its affiliates to dispose of, license or hold separate all or any material portion of the business, assets or products of Phase Forward and any of its subsidiaries, taken as a whole, or Oracle and its subsidiaries, taken as a whole, (iii) seeks to impose or confirm material limitations on the ability of Oracle or any of its affiliates to effectively acquire, hold or exercise full rights of ownership of Phase Forward common stock or any shares of common stock of the surviving corporation, including the right to vote such shares on all matters properly presented to Phase Forward's stockholders, or (iv) seeks to require divestiture by Oracle, Pine Acquisition Corporation or any of Oracle's other affiliates of any equity interests;



•

there will not be in effect any order that is reasonably likely to result, directly or indirectly, in any of the effects referred to in clauses (i) through (iv) of the preceding bullet point; and



•

there will not have been any fact, event, change, development or set of circumstances that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on Phase Forward.

        Conditions to Phase Forward's Obligations.     The obligation of Phase Forward to consummate the merger is subject to the satisfaction or waiver of further conditions, including:

•

the representations and warranties of Oracle and Pine Acquisition Corporation made in the merger agreement will be true and correct in all material respects on the closing date of the

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merger (other than those representations and warranties that were made only as of a specified date, which need only be true and correct in all material respects as of such specified date);

•

Oracle and Pine Acquisition Corporation will have performed in all material respects their respective obligations on or before the date on which the transactions contemplated by the merger agreement are to be completed; and



•

Phase Forward will have received a certificate signed on Oracle's behalf by a senior executive officer of Oracle as to the satisfaction of the conditions described in the preceding two bullets.

No Solicitations (page 60)

        Immediately upon signing of the merger agreement, Phase Forward and its subsidiaries agreed as an inducement to Oracle to enter into the definitive merger agreement, to cease any discussions, negotiations or other activities with respect to any actual or potential competing acquisition proposal. In addition, under the merger agreement, Phase Forward and its subsidiaries are not permitted to, among other things, (i) solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any acquisition proposal or the making of any inquiries, offer or proposal that could reasonably be expected to lead to an acquisition proposal or (ii) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to Phase Forward or any of its subsidiaries to, afford access to the business, properties, assets, books or records of Phase Forward or any of its subsidiaries to, or knowingly assist, participate in, facilitate or encourage any effort by, any third party that is seeking to make, or has made, any acquisition proposal.

        Notwithstanding the restrictions described above, at any time before the adoption of the merger agreement by Phase Forward's stockholders, the Phase Forward board of directors, directly or indirectly through any representative, may (i) engage in negotiations or discussions with any person that has made (and not withdrawn) a bona fide unsolicited acquisition proposal in writing after the date of the merger agreement, that did not result from or arise out of a breach of the non-solicitation provisions of the merger agreement, and that the Phase Forward board of directors believes in good faith, after consultation with its outside legal counsel and financial advisor of nationally recognized reputation, constitutes or would reasonably be expected to lead to a superior proposal and (ii) thereafter furnish to such person non-public information relating to Phase Forward or any of its subsidiaries pursuant to an acceptable confidentiality agreement, but in each case under the preceding clauses (i) and (ii), only if the Phase Forward board of directors determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be a breach of its fiduciary duties under applicable law.

Termination of the Merger Agreement (page 69)

        Phase Forward and Oracle may terminate the merger agreement by mutual written consent at any time before the consummation of the merger. In addition, with certain exceptions, either Oracle or Phase Forward may terminate the merger agreement at any time before the consummation of the merger if:

•

the merger is not consummated before January 15, 2011 (which we refer to as the end date); provided, that if all of the conditions to the consummation of the merger shall have been satisfied, other than the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (which we refer to as the HSR Act), the end date may be extended by a three month period by Oracle by written notice to Phase Forward (the end date may be so extended not more than twice); provided, further, that a party whose willful or intentional breach of any provision of the merger agreement resulted in the failure of the merger to be consummated before the end date will not be entitled to exercise its right to terminate the merger agreement because of this reason;

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•

any governmental entity of competent jurisdiction issues an order, decree, injunction or ruling or takes any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the merger and such order, decree, ruling or other action becomes final and non-appealable;



•

any law or regulation is adopted that makes consummation of the merger illegal or otherwise prohibited; or



•

the approval and adoption of the merger agreement and the merger by Phase Forward's stockholders has not been obtained by reason of the failure to obtain the required vote upon a final vote taken at the special meeting (or any adjournment or postponement thereof).

        Oracle may also terminate the merger agreement if:

•

an adverse recommendation change (as defined in the section entitled "The Merger Agreement—Phase Forward Board Recommendation") has occurred;



•

Phase Forward has entered into, or publicly announced its intention to enter into, a letter of intent, memorandum of understanding or other contract (other than an acceptable confidentiality agreement) relating to any acquisition proposal;



•

Phase Forward or any of its representatives has willfully and materially breached any of its obligations under the non-solicitation provisions in the merger agreement; or



•

Phase Forward materially breaches or fails to perform any of its covenants or agreements contained in the merger agreement, or if any representation or warranty of Phase Forward becomes inaccurate, in either case such that the conditions to the merger relating to the accuracy of Phase Forward's representations, warranties and covenants would not be satisfied as of the time of such breach or as of the time such representation and warranty became inaccurate and in either case such that breaches or inaccuracies are not curable by Phase Forward within 30 days and prior to the end date or Phase Forward ceases to exercise commercially reasonable efforts to cure such breach or inaccuracy.

        Phase Forward may also terminate the merger agreement if:

•

prior to the receipt of approval of the adoption of the merger agreement by Phase Forward's stockholders, the Phase Forward board of directors authorizes Phase Forward, in compliance with the other terms of the merger agreement, to enter into a binding definitive agreement in respect of a superior proposal if (1) Phase Forward pays the termination fee described below at or prior to termination of the merger agreement and (2) Phase Forward substantially concurrently enters into a binding definitive agreement with respect to such superior proposal; or



•

Oracle or Pine Acquisition Corporation materially breaches or fails to perform any of its covenants or agreements contained in the merger agreement, or if any representation or warranty of Oracle or Pine Acquisition Corporation becomes inaccurate, in either case such that the conditions to the merger relating to the accuracy of Oracle's or Pine Acquisition Corporation's representations, warranties and covenants would not be satisfied as of the time of such breach or as of the time such representation and warranty became inaccurate and in either case such that breaches or inaccuracies are not curable by Oracle or Pine Acquisition Corporation within 30 days and prior to the end date or Oracle or Pine Acquisition Corporation cease to exercise commercially reasonable efforts to cure such breach or inaccuracy.

Termination Fees (page 70)

        We have agreed to pay Oracle a termination fee of $24.7 million in the event that the merger agreement is terminated by (a) Oracle pursuant to the provisions described in the first three bullet

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points in the second paragraph under "Summary—Termination of the Merger Agreement" above, (b) Phase Forward pursuant to the provisions described in the first bullet point in the third paragraph under "Summary—Termination of the Merger Agreement" above or (c) either party pursuant to the provisions described in the first or fourth bullet point described in the first paragraph under "Summary—Termination of the Merger Agreement" above and (x) prior to such termination (in the case of termination pursuant to the first bullet point in the first paragraph under "Summary—Termination of the Merger Agreement" above) or the special meeting (in the case of termination pursuant to the fourth bullet point in the first paragraph under "Summary—Termination of the Merger Agreement" above), an acquisition proposal has been publicly announced and not publicly withdrawn, and (y) within 12 months following the date of such termination Phase Forward has (1) entered into a definitive agreement with respect to, (2) recommended to its stockholders or (3) completed, a transaction contemplated by such acquisition proposal.

Expenses (page 70)

        Each of Phase Forward and Oracle are required to pay their own expenses in connection with the merger agreement and consummation of the transactions contemplated thereby, provided that Oracle will pay all filing fees payable pursuant to the HSR Act or any foreign competition law unless the merger agreement is terminated in certain circumstances in which case Phase Forward will reimburse Oracle for one-half of such filing fee.

        However, if the merger agreement is terminated by Oracle because the required approval of the stockholders of Phase Forward has not been obtained by reason of the failure to obtain the required vote upon a final vote taken at the special meeting, Phase Forward has agreed to reimburse Oracle for all its documented, reasonable out-of-pocket fees and expenses in an amount up to $4 million (any fee reimbursement amount paid by Phase Forward will be credited against any obligation of Phase Forward to pay Oracle a termination fee).

The Voting Agreements (page 45)

        Concurrently with entering into the merger agreement, each of the directors and executive officers of Phase Forward entered into a voting agreement with Oracle (collectively, the "voting agreements") pursuant to which they agreed, among other things, to vote their shares of Phase Forward for the adoption of the merger agreement and against any alternative acquisition proposal, reorganization, recapitalization, liquidation or winding up of Phase Forward, and against any action that would frustrate the purposes of, or prevent or delay the consummation of the transactions contemplated by the merger agreement. If the merger agreement terminates in accordance with its terms, these voting agreements will also terminate. As of May 1, 2010, the directors and executive officers of Phase Forward that entered into the voting agreements collectively own beneficially and of record an aggregate of approximately 6.51% of the outstanding Phase Forward common stock.

Regulatory Matters (page 46)

        Under the provisions of the HSR Act, the merger may not be completed until notification and report forms have been filed with the Antitrust Division of the United States Department of Justice (which we refer to as the Antitrust Division) and the Federal Trade Commission (which we refer to as the FTC) by Phase Forward and Oracle and the applicable waiting period has expired or been terminated. In addition, the expiration or termination of the applicable waiting period under the HSR Act is a condition to each of Oracle and Phase Forward's obligation to consummate the merger. Oracle and Phase Forward filed their respective notifications and report forms with the Antitrust Division and the FTC under the HSR Act on April 27, 2010. There can be no assurance that we will obtain the regulatory approvals necessary to complete the merger, or that the granting of these approvals will not involve the imposition of conditions on completion of the merger or require changes to the terms of the merger. These conditions or changes could result in conditions to the merger not being satisfied.

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Appraisal Rights (page 72)

        Under Delaware law, holders of Phase Forward common stock may have the right to receive an appraisal of the fair value of their shares of Phase Forward common stock in connection with the merger. To exercise appraisal rights, a holder of Phase Forward common stock must not vote for the proposal to adopt the merger agreement, must deliver to us a written appraisal demand before the stockholder vote on the merger agreement is taken at the special meeting, must not submit a letter of transmittal, and must strictly comply with all of the procedures required by Delaware law.

        A copy of the full text of Section 262 of the Delaware General Corporation Law, or the DGCL, is included as Annex C to this proxy statement. Failure to follow the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights.

Material U.S. Federal Income Tax Consequences (page 47)

        If the merger is completed, the exchange of Phase Forward common stock by our stockholders for the cash merger consideration will generally be treated as a taxable transaction for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended. Because of the complexities of the tax laws, we advise you to consult your personal tax advisors concerning the applicable U.S. federal, state, local, foreign and other tax consequences of the merger to you.

Treatment of Options, Restricted Stock and Other Equity-Based Awards (page 52)

        Cashed Out Equity Awards.     The vested and/or exercisable portion of each Phase Forward stock option and each Phase Forward restricted stock unit (which we refer to as the cashed out equity awards) that is outstanding immediately prior to the effective time of the merger will be automatically converted into the right to receive after the effective time of merger an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Phase Forward common stock that were issuable upon exercise or settlement of such cashed out equity award immediately prior to the effective time of the merger and (y) $17.00, less, if applicable, the per share exercise price of such cashed out equity award.

        Unvested Stock Options.     The unvested portion of each Phase Forward stock option that is held by employees and consultants of Phase Forward immediately prior to the effective time of the merger will be assumed by Oracle and automatically converted at the effective time of the merger into an option to acquire, on substantially the same terms and conditions applicable to such related Phase Forward stock options, a number of shares of Oracle common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of Phase Forward common stock subject to the option and (y) a fraction (referred to as the equity award exchange ratio), the numerator of which is $17.00 and the denominator of which is the average closing price of Oracle common stock over the five trading days immediately preceding (but not including) the date on which the merger becomes effective. The exercise price for assumed options will equal the per share exercise price for the shares of Phase Forward common stock divided by the equity award exchange ratio (rounded upwards to the nearest whole cent).

        Unvested Restricted Stock Units.     The unvested portion of each Phase Forward restricted stock unit that is held by employees and consultants of Phase Forward immediately prior to the effective time of the merger will be assumed by Oracle and automatically converted at the effective time of the merger into an Oracle restricted stock unit, which has other terms and conditions substantially identical to those of the related Phase Forward restricted stock unit, with respect to the number of shares of Oracle common stock (rounded down to the nearest whole share) calculated by multiplying (x) the number of shares of Phase Forward common stock subject to the restricted stock unit by (y) the equity award exchange ratio.

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        Restricted Stock Award.     Each Phase Forward restricted stock award will automatically be cancelled, and each share of Phase Forward common stock subject to a Phase Forward restricted stock award will be converted into the right to receive restricted stock units with respect to that number of shares of Oracle common stock (rounded down to the nearest whole share) calculated by multiplying (x) the number of unvested shares of Phase Forward common stock subject to such restricted stock award immediately prior to the effective time of the merger by (y) the equity award exchange ratio. Such restricted stock units will vest in accordance with the applicable vesting schedule for such Phase Forward restricted stock award. The restricted stock units shall be substantially identical to the Phase Forward restricted stock awards except to the extent necessary to reflect the fact that the restricted stock units are not actual shares of Oracle common stock.

        Employee Stock Purchase Plan.     Phase Forward will establish a new exercise date under its Amended and Restated 2004 Employee Stock Purchase Plan on the last day of the payroll period ending immediately prior to the effective time of the merger (but at least ten business days before the effective time of the merger) with respect to the offering period then in effect under the ESPP (which we refer to as the new exercise date). Phase Forward will provide that no further offering periods will commence under the ESPP on or following the new exercise date and terminate the ESPP as of the new exercise date. Each outstanding option under the ESPP on the new exercise date will be exercised on such date for the purchase of shares of Phase Forward common stock in accordance with the terms of the ESPP.

Interests of Our Directors and Executive Officers in the Merger (page 41)

        In considering the recommendation of our board of directors with respect to the merger agreement, holders of shares of Phase Forward common stock should be aware that our executive officers and directors have interests in the merger that may be different from, or in addition to, those of our stockholders generally. These interests may create potential conflicts of interest. Our board of directors was aware that these interests existed when it approved the merger agreement. These interests include:

•

accelerated vesting at the closing of certain equity awards held by our directors and executive officers;



•

severance arrangements covering our executive officers;



•

indemnification of our directors and executive officers by the surviving corporation following the merger; and



•

payment to two of our directors for serving on the Special Committee of the board of directors formed in connection with the merger and the transactions contemplated thereby.

These arrangements are further described under "The Merger—Interests of Our Directors and Executive Officers in the Merger."

Common Stock Ownership of Our Directors and Executive Officers (Page 76)

        As of May 1, 2010, our directors and executive officers beneficially owned in the aggregate 2,661,024 shares of Phase Forward common stock or approximately 6.51% of our total outstanding shares. The share ownership of our directors and executive officers is further described under "Security Ownership Of Management and Certain Beneficial Owners."

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

         The following questions and answers briefly address some commonly asked questions about the special meeting of stockholders and the merger. These questions and answers may not address all questions that may be important to you as a stockholder. You should carefully read this entire proxy statement, including each of the annexes.

The Special Meeting

Q.

What is the proposed transaction?

A.

Phase Forward and Oracle have entered into a definitive agreement pursuant to which, and subject to the terms and conditions thereof, Oracle will acquire Phase Forward by merging a subsidiary of Oracle with and into Phase Forward, with Phase Forward as the surviving corporation. We will cease to be a publicly traded company and will instead become a wholly-owned subsidiary of Oracle.

Q.

If the merger is completed, what will I be entitled to receive for my shares of Phase Forward common stock and when will I receive it?

A.

You will be entitled to receive $17.00 in cash, without interest and less any applicable withholding taxes, for each share of Phase Forward common stock that you own. This does not apply to shares held by Phase Forward stockholders, if any, that properly perfect appraisal rights under Delaware law.

After the merger closes, Oracle will arrange for a letter of transmittal to be sent to each stockholder. The merger consideration will be paid to a stockholder once that stockholder submits a properly completed letter of transmittal, his, her or its stock certificates and any other required documentation.

Q.

When is the merger expected to be completed?

A.

We expect the merger to be completed in the middle of the 2010 calendar year. However, the merger is subject to various closing conditions, including Phase Forward stockholder and regulatory approvals, and it is possible that the failure to timely meet these closing conditions or other factors outside of our control could require us to complete the merger at a later time or not at all.

Q.

What will happen to my shares of Phase Forward common stock after the merger?

A.

Following the effectiveness of the merger, your shares of Phase Forward common stock will represent solely the right to receive the merger consideration, and trading in Phase Forward common stock on the NASDAQ Global Select Market will cease. Price quotations for Phase Forward common stock will no longer be available and we will cease filing periodic reports under the Securities Exchange Act of 1934.

Q.

What will I be asked to vote upon at the special meeting?

A.

You will be asked to vote on the adoption of the merger agreement that we have entered into with Oracle and Pine Acquisition Corporation, a wholly-owned subsidiary of Oracle, pursuant to which Pine Acquisition Corporation will be merged with and into us and we will become a wholly-owned subsidiary of Oracle. We will also be asking you to approve the adjournment or postponement, if necessary, of the special meeting to solicit additional proxies in favor of adoption of the merger agreement. Whether or not you are able to attend the special meeting in person, please submit your proxy via the Internet (www.voteproxy.com) or by telephone (1-800-PROXIES (1-800-776-9437)), or complete, sign and date the enclosed proxy card and return it in the envelope provided as soon as possible.

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Q.

What stockholder approvals are required for the merger?

A:

The holders of a majority of the outstanding shares of Phase Forward common stock on                  , 2010, or the record date for the special meeting of stockholders, must vote in favor of the adoption of the merger agreement. Only holders of record of Phase Forward common stock at the close of business on the record date are entitled to notice of and to vote at the special meeting. As of the record date, there were                  shares of Phase Forward common stock outstanding, held by approximately                  holders of record, and entitled to vote at the special meeting. In connection with the execution of the merger agreement, the directors and executive officers of Phase Forward, who collectively beneficially own approximately 6.51% of the voting power of Phase Forward common stock as of May 1, 2010, entered into voting agreements agreeing to vote in favor of the adoption of the merger agreement. If the merger agreement terminates in accordance with its terms, these stockholders' voting agreements will also terminate.

Q.

Who is entitled to vote at the special meeting?

A.

Holders of record of shares of Phase Forward common stock as of the close of business on                  , 2010 are entitled to vote at the special meeting. Such holders are entitled to one vote per share of Phase Forward common stock held.

Q.

Why is our board of directors recommending the merger?

A.

After careful consideration involving a deliberative process and consultation with our senior management, legal counsel and financial advisor, our board of directors, by the unanimous vote of all directors, approved the merger agreement and determined that the merger and the merger agreement are advisable and in the best interests of our company and our stockholders, and recommends that you adopt the merger agreement. For a more detailed explanation of the factors that our board of directors considered in determining whether to recommend the merger, see "The Merger—Reasons for the Merger and Recommendation of our Board of Directors" on page 30 of this proxy statement.

Q.

What should I do now?

A.

After carefully reading and considering the information contained in this proxy statement, please vote in one of the following three ways whether or not you plan to attend the special meeting: (i) by completing your proxy through the Internet at the address listed on the accompanying proxy card, (ii) by completing your proxy using the toll-free telephone number listed on the proxy card, or (iii) by completing, signing and dating the proxy card and returning it in the enclosed postage-prepaid envelope. You can also attend the special meeting and vote in person. Do NOT enclose or return your stock certificate(s) with your proxy card.

Q.

If my shares are held in "street name" by my broker, will my broker vote my shares for me?

A.

Brokers or other nominees who hold shares of Phase Forward common stock in "street name" for customers who are the beneficial owners of such shares may not give a proxy to vote those customers' shares in the absence of specific instructions from those customers, commonly referred to as broker "non-votes." You should follow the procedures provided by your broker regarding the voting of your shares. These non-voted shares of Phase Forward common stock will not be counted as votes cast or shares voting and will have the same effect as votes "AGAINST" the adoption of the merger agreement. Non-voted shares of Phase Forward common stock will have no effect on the proposal to adjourn or postpone the special meeting, if necessary, to solicit additional proxies in favor of approval and adoption of the merger agreement.

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Q.

What if I do not vote?

A.

If you fail to vote by proxy or in person, it will have the same effect as a vote "AGAINST" the adoption of the merger agreement. Failure to vote will have no effect on the proposal to adjourn or postpone the special meeting, if necessary, to solicit additional proxies in favor of the adoption of the merger agreement.

If you return a properly signed proxy card but do not indicate how you want to vote, your proxy will be counted as a vote "FOR" the adoption of the merger agreement and "FOR" approval of the adjournment proposal.

If you submit your properly signed proxy and affirmatively elect to abstain from voting, your proxy will be counted as present for the purpose of determining the presence of a quorum but will have the same effect as a vote "AGAINST" the adoption of the merger agreement. With respect to the proposal to approve one or more adjournments to the special meeting, an abstention will have no effect, and the proposal will be decided by the stockholders who cast votes "FOR" and "AGAINST" that proposal.

Q.

When should I cast my vote?

A.

You should complete your proxy card through the Internet or by telephone or mail in your proxy card as soon as possible, but in any event before                  , 2010, so that your shares will be voted at the special meeting.

Q.

May I change my vote after I have mailed my signed proxy card or voted via the Internet or by telephone?

A.

Yes. You may change your vote and revoke your proxy at any time before the polls close at the special meeting. You can do this in one of three ways. First, you can send a written, dated notice to our Secretary stating that you would like to revoke your proxy. Second, you can complete, date and submit a new proxy card. Third, you can attend the meeting and vote in person. Your attendance alone will not revoke your proxy. If you have instructed a broker to vote your shares, you must follow directions received from your broker to change those instructions. With respect to voting your proxy via the Internet or by telephone, you can revoke your proxy by voting again and only your last action via the Internet or by telephone will be counted.

Q.

May I vote in person?

A.

Yes. You may attend the special meeting of stockholders and vote your shares of Phase Forward common stock in person. If you hold shares in "street name," you must provide a proxy executed by your bank or broker in order to vote your shares at the meeting. In accordance with our security procedures, all persons attending the special meeting will be required to present picture identification.

Q:

Am I entitled to appraisal rights?

A:

Under the DGCL, holders of shares of Phase Forward common stock who do not vote for the adoption of the merger agreement have the right to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery if the merger is completed, but only if they comply with all requirements of Delaware law, which are summarized in this proxy statement. This appraisal amount could be more than, the same as, or less than the amount a stockholder would be entitled to receive under the merger agreement. Any holder of shares of Phase Forward common stock intending to exercise appraisal rights, among other things, must submit a written demand for appraisal to Phase Forward prior to the vote on the adoption of the merger agreement and must not vote or otherwise submit a proxy in favor of the adoption of the merger agreement. Failure to follow exactly the procedures specified under Delaware law will result in the loss of

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appraisal rights. Because of the complexity of the Delaware law relating to appraisal rights, if you are considering exercising your appraisal right, we encourage you to seek the advice of your own legal counsel. For more information, see "Appraisal Rights" on page 72 of this proxy statement. In addition, a copy of the full text of Section 262 of the DGCL is attached as Annex C to this proxy statement.

Q.

Will the merger be a taxable transaction to me?

A.

Yes. The receipt of cash for shares of Phase Forward common stock pursuant to the merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, you will recognize gain or loss equal to the difference between the amount of cash you receive and the adjusted tax basis of your shares of Phase Forward common stock. For a more detailed explanation of the tax consequences of the merger, see "Material U.S. Federal Income Tax Consequences" on page 47 of this proxy statement. You should consult your tax advisor on how specific tax consequences of the merger apply to you.

Q.

Should I send in my stock certificates now?

A.

No. After the merger closes, Oracle will arrange for a letter of transmittal containing detailed instructions to be sent to each stockholder. The merger consideration will be paid to a stockholder once that stockholder submits a properly completed letter of transmittal accompanied by that stockholder's stock certificates and any other required documentation.

PLEASE DO NOT SEND YOUR STOCK CERTIFICATES NOW.

Q.

What should I do if I have questions?

A.

You should direct any questions regarding extra copies of the proxy materials, the special meeting of stockholders or the merger to our proxy solicitor, Innisfree M&A Incorporated, at (888) 750-5834.

If your brokerage firm, bank, trust or other nominee holds your shares in "street name," you should also call your brokerage firm, bank, trust or other nominee for additional information.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement and the documents to which we refer you in this proxy statement contain forward-looking statements (as that term is defined under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). Forward-looking statements represent Phase Forward's expectations or beliefs concerning future events or our future financial performance, including any projections or forecasts, including the financial forecasts included under "Certain Financial Projections" beginning on page 40. We generally identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other similar words. These statements are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including, without limitation:

•

the requirement that our stockholders adopt the merger agreement;



•

the failure to satisfy any other conditions to the merger, including the receipt of regulatory approvals on the terms expected;



•

the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement;



•

the effect of the announcement of the merger on our customer and supplier relationships, operating results and business generally, including our ability to retain key employees;



•

adverse changes in our industry;



•

the parties' ability to meet expectations regarding the timing and completion of the merger; and



•

other risks detailed in our current filings with the Securities and Exchange Commission, or SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as updated by our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010. See "Where You Can Find More Information" on page 78 of this proxy statement.

        You should not place undue reliance on forward-looking statements. We cannot guarantee any future results, levels of activity, performance or achievements. The statements made in this proxy statement are based on the information available to us as of the date of this proxy statement, and you should not assume that the statements made herein remain accurate as of any future date. Moreover, we assume no obligation to update forward-looking statements or update the reasons actual results could differ materially from those anticipated in forward-looking statements, except as required by law.

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THE SPECIAL MEETING OF STOCKHOLDERS

         We are furnishing this proxy statement to you, as a holder of Phase Forward common stock, as part of the solicitation of proxies by our board of directors for use at the special meeting of stockholders, or at any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

        The special meeting of our stockholders will be held at our headquarters at 77 Fourth Avenue, Waltham, Massachusetts 02451, on                   , 2010, at             a.m., local time.

Purpose of the Special Meeting

        The purpose of the special meeting is:

•

to vote on a proposal to adopt the merger agreement, a copy of which is attached as Annex A to this proxy statement;



•

to vote on a proposal to adjourn or postpone the special meeting, if necessary, to solicit additional proxies in favor of the adoption of the merger agreement; and



•

to transact such other business as may properly come before the meeting or any adjournment or postponement thereof, including to consider any procedural matters incident to the conduct of the special meeting.

Our Board's Recommendation

        Our board of directors, by the unanimous vote of all directors, approved the merger agreement and determined that the merger and the merger agreement are advisable and in the best interests of our company and our stockholders. Accordingly, our board of directors unanimously recommends that you vote "FOR" the adoption of the merger agreement at the special meeting.

Record Date; Stock Entitled to Vote

        The holders of record of shares of Phase Forward common stock as of the close of business on                  , 2010, which is the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting. On the record date, there were                  shares of Phase Forward common stock outstanding and entitled to vote held by approximately                  stockholders of record. Each share of Phase Forward common stock entitles the holder to one vote on all matters properly coming before the special meeting or any adjournment or postponement thereof.

Quorum

        Our by-laws and Delaware law require the presence, in person or by duly executed proxy, of the holders of a majority of the voting power of outstanding shares of Phase Forward common stock entitled to vote at the special meeting to constitute a quorum. Both abstentions and broker "non-votes" (as that term is described in the next section) will be counted as present for purposes of determining the existence of a quorum. If a quorum is not present and if the adjournment proposal has the necessary majority, we expect to adjourn the special meeting to solicit additional proxies and intend to vote any proxies we have received at the time of the special meeting in favor of an adjournment.

Vote Required for Approval

        Our charter and by-laws and Delaware law require the affirmative vote of holders of a majority of the outstanding shares of Phase Forward common stock entitled to vote at the special meeting to adopt the merger agreement. For the proposal to adopt the merger agreement, you may vote FOR,

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AGAINST or ABSTAIN. Abstentions will not be counted as votes cast or shares voting on the proposal to adopt the merger agreement, but will count for the purpose of determining whether a quorum is present.

        The affirmative vote of the holders of a majority of the shares of Phase Forward common stock present in person or by proxy and entitled to vote at the special meeting will be required to approve the adjournment, if necessary, of the special meeting to solicit additional proxies in favor of the adoption of the merger agreement. Failure to vote, in person or by proxy, will have no effect on the approval of the adjournment proposal.

        Brokers or other nominees who hold shares of Phase Forward common stock in "street name" for customers who are the beneficial owners of such shares may not give a proxy to vote those customers' shares in the absence of specific instructions from those customers, sometimes referred to as broker "non-votes." These non-voted shares of Phase Forward common stock will not be counted as votes cast or shares voting and will have the same effect as votes "AGAINST" the adoption of the merger agreement. Non-voted shares of Phase Forward common stock will have no effect on the proposal to adjourn the special meeting, if necessary, to solicit additional proxies in favor of the adoption of the merger agreement.

        Our directors and executive officers and their affiliates owned 2,661,024 shares of Phase Forward common stock, or approximately 6.51% of our total outstanding shares, as of May 1, 2010, and these shares are subject to voting agreements. If the merger agreement terminates in accordance with its terms, these voting agreements will also terminate.

Voting

        Holders of record of Phase Forward common stock may vote their shares by attending the special meeting and voting their shares of Phase Forward common stock in person, or one of the following three ways whether or not you plan to attend the special meeting:

•

by completing your proxy through the Internet at www.voteproxy.com, as listed on the accompanying proxy card;



•

by completing your proxy using the toll-free telephone number 1-800-PROXIES (1-800-776-9437), as listed on the proxy card; or



•

by completing, signing and dating the proxy card and returning it in the enclosed postage-prepaid envelope.

        All shares of Phase Forward common stock represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in the manner specified by the holder. If a written proxy card is signed by a stockholder and returned without instructions, the shares of Phase Forward common stock represented by the proxy will be voted "FOR" the adoption of the merger agreement, "FOR" approval of any proposal to adjourn the special meeting to solicit additional proxies in favor of the adoption of the merger agreement and in accordance with the recommendations of our board of directors on any other matters properly brought before the special meeting for a vote.

        Stockholders who have questions or requests for assistance in completing and submitting proxy cards should contact our proxy solicitor, Innisfree M&A Incorporated, at (888) 750-5834.

        Stockholders who hold their shares of Phase Forward common stock in "street name," meaning in the name of a bank, broker or other person who is the record holder, must either direct the record holder of their shares of Phase Forward common stock how to vote their shares or obtain a proxy from the record holder to vote their shares at the special meeting. Brokers or other nominees may not give a proxy to vote those customers' shares in the absence of specific instructions from those customers, commonly referred to as broker "non-votes." You should follow the procedures provided by your

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broker regarding the voting of your shares. These non-voted shares of Phase Forward common stock will not be counted as votes cast or shares voting and will have the same effect as votes "AGAINST" the adoption of the merger agreement.

        In connection with the execution of the merger agreement, the directors and executive officers of Phase Forward, who collectively beneficially own approximately 6.51% of the voting power of Phase Forward common stock as of May 1, 2010, entered into voting agreements agreeing to vote in favor of the adoption of the merger agreement. If the merger agreement terminates in accordance with its terms, these voting agreements will also terminate.

Revocability of Proxies

        You may change your vote at any time before the polls close at the special meeting. You can do this in one of three ways. First, you can send a written, dated notice to our Secretary at Office of the Secretary, Phase Forward Incorporated, 77 Fourth Avenue, Waltham, Massachusetts 02451, stating that you would like to revoke your proxy. Second, you can complete, date and submit a new proxy card with a later date. Third, you can attend the special meeting and vote in person. Your attendance alone will not revoke your proxy. If you have instructed a broker to vote your shares, you must follow directions received from your broker to change those instructions. If you have voted your proxy via the Internet or by telephone, you can revoke your proxy by voting again and only your last action via the Internet or by telephone will be counted.

Solicitation of Proxies

        This proxy solicitation is being made and paid for by Phase Forward on behalf of its board of directors. In addition, we expect to retain Innisfree M&A Incorporated to assist in the solicitation for a fee of approximately $20,000, a nominal fee per stockholder contact, reimbursement of reasonable out-of-pocket expenses and indemnification against certain losses, costs and expenses. In addition to solicitation by mail, our directors, officers and employees may solicit proxies by personal interview, e-mail, telephone, facsimile or other means of communication. Our directors, officers and employees will not receive any additional compensation for their services, but we will reimburse them for their out-of-pocket expenses. We will reimburse banks, brokers, nominees, custodians and fiduciaries for their reasonable expenses in forwarding copies of this proxy statement to the beneficial owners of shares of Phase Forward common stock and in obtaining voting instructions from those owners. We will pay all expenses of filing, printing and mailing this proxy statement.

Proposal to Approve Adjournment of the Special Meeting

        We are submitting a proposal for consideration at the special meeting to authorize the named proxies to approve one or more adjournments or postponements of the special meeting if there are not sufficient votes to adopt the merger agreement at the time of the special meeting. Even though a quorum may be present at the special meeting, it is possible that we may not have received sufficient votes to adopt the merger agreement by the time of the special meeting. In that event, we would determine to adjourn or postpone the special meeting in order to solicit additional proxies. The adjournment proposal relates only to an adjournment of the special meeting for purposes of soliciting additional proxies to obtain the requisite stockholder approval to adopt the merger agreement. Any other adjournment of the special meeting (e.g., an adjournment required because of the absence of a quorum) would be voted upon pursuant to the discretionary authority granted by the proxy.

        The approval of a proposal to adjourn the special meeting would require the affirmative vote of the holders of a majority of the shares of Phase Forward common stock present in person or by proxy and entitled to vote at the special meeting. The failure to vote shares of Phase Forward common stock would have no effect on the approval of the adjournment proposal.

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        Our board of directors recommends that you vote "FOR" the adjournment proposal so that proxies may be used for that purpose, should it become necessary. Properly executed proxies will be voted "FOR" the adjournment proposal, unless otherwise noted on the proxies. If the special meeting is adjourned or postponed, we are not required to give notice of the time and place of the adjourned meeting unless our board of directors fixes a new record date for the special meeting.

Other Business

        We are not currently aware of any business to be acted upon at the special meeting other than the matters discussed in this proxy statement. Under our by-laws, business transacted at the special meeting is limited to matters set forth in the notice of special meeting, which is provided at the beginning of this proxy statement. If other matters do properly come before the special meeting, or at any adjournment or postponement of the special meeting, we intend that shares of Phase Forward common stock represented by properly submitted proxies will be voted by and at the discretion of the persons named as proxies on the proxy card. In addition, the grant of a proxy will confer discretionary authority on the persons named as proxies on the proxy card to vote in accordance with their best judgment on procedural matters incident to the conduct of the special meeting.

Questions and Additional Information

        If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please call our proxy solicitor, Innisfree M&A Incorporated, at (888) 750-5834.

Availability of Documents

        The reports, opinions or appraisals referenced in this proxy statement will be made available for inspection and copying at the principal executive offices of Phase Forward during our regular business hours by any interested holder of Phase Forward common stock. In addition, our list of stockholders entitled to vote at the special meeting will be available for inspection at our principal executive offices at least 10 days before the special meeting.

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THE MERGER

Parties to the Merger

Phase Forward Incorporated
77 Fourth Avenue
Waltham, Massachusetts 02451
(888) 703-1122
www.phaseforward.com

        Phase Forward Incorporated, a Delaware corporation, is a provider of an Integrated Clinical Research Suite, or ICRS, of enterprise-level software products, services and hosted solutions for use in our customers' global clinical trial and drug safety monitoring activities. Our customers include pharmaceutical, biotechnology and medical device companies, as well as academic institutions, governmental regulatory agencies, contract research organizations, or CROs, and other entities engaged in clinical trial and drug safety monitoring activities. Phase Forward was incorporated in 1997 and has offices located throughout the world in Asia, North America, Europe and Australia, with corporate headquarters in Waltham, Massachusetts.

Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065
(650) 506-7000
www.oracle.com

        Oracle, a Delaware corporation, is the world's largest enterprise software company. As a result of the acquisition of Sun Microsystems, Inc., Oracle entered into a new hardware systems business.

Pine Acquisition Corporation
c/o Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065
(650) 506-7000

        Pine Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Oracle, was formed solely for the purpose of facilitating Oracle's acquisition of Phase Forward. Pine Acquisition Corporation has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement. Upon consummation of the proposed merger, Pine Acquisition Corporation will merge with and into Phase Forward and will cease to exist.

Background of the Merger

        Phase Forward's board of directors has periodically reviewed and assessed Phase Forward's long-term strategies and objectives and developments in the markets in which it operates, including, among other things, strategies to grow Phase Forward's business and operations.

        In November 2006, Robert Weiler, Phase Forward's Chairman, President and Chief Executive Officer, contacted Doug Kehring, Senior Vice President, Corporate Development and Strategic Planning of Oracle, regarding Phase Forward's interest in discussing a potential acquisition of an asset of Oracle that has operations in Phase Forward's industry. Mr. Kehring informed Mr. Weiler that Oracle was not interested in selling such assets, but instead suggested that the companies meet to explore Oracle's interest in a strategic transaction with Phase Forward. Mr. Weiler and Mr. Kehring agreed to arrange a meeting between their respective teams on December 8, 2006.

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        On December 6, 2006, Phase Forward and Oracle executed a confidentiality agreement on customary terms, with a term of two years.

        On December 8, 2006, Mr. Weiler and other members of Phase Forward's management met with Mr. Kehring and other members of Oracle's management to engage in some preliminary discussions concerning their respective businesses. Mr. Weiler and Mr. Kehring had additional telephone calls and e-mail exchanges during December 2006 and in January 2007, but none of them progressed beyond preliminary discussions about their respective businesses.

        In September 2008, Mr. Weiler exchanged telephone calls and e-mails with Mr. Kehring and Neil de Crescenzo, Senior Vice President and General Manager Health Sciences Global Business Unit of Oracle, regarding their respective interests in resuming discussions concerning their respective businesses. On September 30, 2008, Mr. Weiler met with Mr. de Crescenzo in California. During those communications, Mr. Kehring and Mr. de Crescenzo informed Mr. Weiler that Oracle was interested in pursuing discussions with Phase Forward concerning a potential strategic transaction between the two companies. Mr. Weiler and Mr. Kehring had a few additional telephone calls during 2008, but none of them progressed beyond preliminary discussions.

        On February 10, 2009, Mr. Weiler received an e-mail from Mr. Kehring suggesting that they schedule a time to meet to resume their previous discussions regarding strategic initiatives. Mr. Weiler suggested a meeting on February 11, 2009 because Mr. Weiler was already in California for other business.

        On February 11, 2009, Mr. Kehring expressed an interest to Mr. Weiler in entering into discussions with Phase Forward about a potential strategic transaction. Mr. Weiler and Mr. Kehring agreed that their respective teams would meet on February 18, 2009. After this meeting on February 11, 2009, Mr. Weiler provided an informal update to some of the Phase Forward board of directors by telephone to inform the directors of his meeting with Mr. Kehring.

        Between February 11, 2009 and February 18, 2009, Mr. Weiler and Mr. Kehring coordinated the meeting on February 18, 2009 and agreed that a larger group of executives would meet on March 3, 2009. They agreed that the purpose of these meetings would be to provide Oracle with a preliminary overview of Phase Forward's business and operations.

        On February 18, 2009, Mr. Weiler and Steven Rosenberg, Phase Forward's Senior Vice President, met with Mr. Kehring and representatives of Oracle's management team to provide general information concerning their respective businesses.

        Between February 18, 2009 and March 3, 2009, Mr. Weiler and Mr. Kehring exchanged e-mail communications coordinating the logistics of the meeting on March 3, 2009.

        On February 25, 2009, Phase Forward's board of directors held a meeting at which the directors discussed the recent preliminary communications between Mr. Weiler and Mr. Kehring. Phase Forward's board of directors determined that Mr. Weiler should continue his preliminary communications with Oracle, subject to entering into a new confidentiality agreement.

        Between February 25, 2009 and April 16, 2009, Mr. Weiler provided informal updates to the Phase Forward board of directors by telephone to inform the directors of his discussions with Mr. Kehring.

        On February 26, 2009, Phase Forward and Oracle executed a second confidentiality agreement.

        On March 2, 2009, respective members of the management teams of Phase Forward and Oracle met in Boston, Massachusetts to continue discussions concerning a possible strategic transaction. On March 3, 2009, those individuals had a meeting and Phase Forward provided general information to Oracle about Phase Forward's business.

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        On March 9, 2009, respective members of the management teams of Phase Forward and Oracle had a call to discuss general information about Phase Forward's business. Between March 9, 2009 and March 17, 2009, respective members of the management teams of Phase Forward and Oracle had additional calls regarding Phase Forward's business.

        On March 16, 2009, Mr. Kehring sent an e-mail to Mr. Weiler scheduling a telephone call for March 17, 2009 to discuss the status of Oracle's consideration of a possible strategic transaction with Phase Forward.

        On March 17, 2009, Mr. Weiler and Mr. Kehring had a telephone call during which Mr. Kehring indicated that Oracle was meeting internally on March 20, 2009 to discuss a possible strategic transaction with Phase Forward.

        On March 20, 2009, Mr. Kehring sent an e-mail to Mr. Weiler scheduling a telephone call for March 22, 2009 to discuss the status of Oracle's consideration of a possible strategic transaction with Phase Forward.

        On March 22, 2009, Mr. Weiler and Mr. Kehring had a telephone call and discussed the status of prior discussions and plans for further communications.

        On March 24, 2009, Mr. Weiler received a call from Mr. Kehring. Mr. Kehring indicated that Oracle was prepared to conduct further investigation of Phase Forward's business and that, in particular, Oracle was seeking definitive aggregated top-line information concerning Phase Forward's bookings for its quarter ended March 31, 2009. Mr. Weiler told Mr. Kehring that he expected to be able to give Mr. Kehring Phase Forward's aggregated top-line bookings results for the quarter ended March 31, 2009 in early April 2009.

        On March 26, 2009, Mr. Kehring sent an e-mail to Mr. Weiler seeking additional financial information concerning Phase Forward's business and operations.

        On April 8, 2009, Mr. Weiler sent to Mr. Kehring Phase Forward's aggregated top-line bookings results for the quarter ended March 31, 2009.

        On April 9, 2009, Mr. Weiler and Christopher Menard, Phase Forward's Senior Vice President and Chief Financial Officer, called Mr. Kehring and discussed the aggregated top-line bookings results that had been provided to Oracle by Mr. Weiler the previous day. Mr. Weiler also informed Mr. Kehring of Phase Forward's desire to have Oracle provide Phase Forward with an indication of its willingness to make a proposal concerning a strategic transaction. Mr. Kehring acknowledged Mr. Weiler's request and indicated that he expected that Oracle would reach a conclusion as to whether it would make a proposal to Phase Forward within the next week, and that Oracle would also be in a position at that time to communicate any such proposal to Mr. Weiler.

        On April 14, 2009, Mr. Kehring sent an e-mail to Mr. Weiler in which Mr. Kehring indicated that he planned to send a proposal to Mr. Weiler the next day that would outline Oracle's proposed terms of an acquisition of Phase Forward.

        On April 15, 2009, Mr. Kehring sent an e-mail to Mr. Weiler attaching a written proposal from Oracle to acquire Phase Forward for $16.00 per share in cash. The letter also requested exclusivity for Oracle until May 29, 2009.

        On April 16, 2009, Phase Forward's board of directors held a meeting at which it considered Oracle's initial proposal. In attendance at that meeting by invitation of the board of directors were members of Phase Forward's management team. Mr. Weiler summarized for the board of directors his recent discussions with Mr. Kehring. In its consideration of Oracle's expression of interest, the board of directors reviewed Phase Forward's short and long-term business strategies, and the competitive landscape and market trends in the industry. Mr. Menard provided the board of directors with an

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update of the financial results for the quarter ending March 31, 2009. D. Ari Buchler, Phase Forward's Senior Vice President and General Counsel, led a board of directors discussion concerning the fiduciary duties of directors in connection with considering a potential sale of Phase Forward. At this meeting, Phase Forward's board of directors established a special transaction committee consisting of Dennis Shaughnessy, Gary Haroian, Axel Bichara and Richard D'Amore, all of whom are independent directors with significant experience in acquisition transactions, in order to assist Phase Forward in exploring a potential sale transaction (the "2009 Special Committee"). The board of directors discussed Phase Forward's relationship with the investment banking firm Thomas Weisel Partners ("TWP"), the depth of TWP's knowledge about Phase Forward and the industries in which it operates, TWP's national reputation, and the level of service provided by TWP in connection with prior engagements, including Phase Forward's initial public offering and follow-on offering and acquisitions of Clarix, LLC and Maaguzi LLC. As a result of that discussion and information provided to the board of directors about TWP's experience and potential services to be provided in connection with an engagement on a potential strategic transaction, the board of directors concluded that it would be prudent to engage TWP to assist the board of directors in its consideration of a potential sale transaction and resolved to formally engage TWP as Phase Forward's financial advisor. The board of directors discussed the general parameters of such an engagement, and members of the Special Committee provided additional input concerning customary terms and conditions of such an engagement after the meeting. In addition, the board of directors engaged in a general discussion concerning the potential advantages and disadvantages of approaching and discussing a potential transaction with other parties. In particular, the board of directors discussed potential disruptions to Phase Forward's business should contact with other parties be made. The board of directors also discussed the potential need to disclose, during such process, competitively sensitive information to competitors and potential competitors. In addition, the board of directors discussed the risk of leaks that might arise from making contact with other parties and the potential loss of business which could result from such leaks. Mr. Buchler provided guidance to the board of directors throughout the discussion concerning the board of directors' fiduciary duties. The board of directors also discussed the general universe of other potential acquirors that might be contacted. Based on the benefits and risks discussed by the board of directors, the board of directors concluded that approaching potential acquirors would be prudent and in the best interests of Phase Forward's stockholders but that only those companies that the 2009 Special Committee determined to be the most likely capable and interested acquirors of Phase Forward should be contacted as part of the process. The board of directors authorized Phase Forward's management to identify and contact likely acquirors with the assistance of TWP. The board of directors also discussed Oracle's request for exclusivity until May 29, 2009. It was the general consensus of the board of directors that exclusivity, if granted, should have a shorter term.

        On April 17, 2009. Mr. Weiler and Mr. Kehring had a telephone call and discussed the status of Phase Forward's review of Oracle's proposal.

        On April 19, 2009, Mr. Weiler had informal discussions with the members of the 2009 Special Committee. Based in part on input from those discussions, input from TWP and evaluation of the key factors for determining potential likely acquirors, including strategic fit with Phase Forward's business and financial position, the 2009 Special Committee directed TWP to contact the companies which the 2009 Special Committee believed to be the most likely capable and interested acquirors of Phase Forward (in addition to Oracle) as a result of such parties' financing capabilities and potential interest to enter into a business combination based on such parties' industries and/or investment criteria. The 2009 Special Committee, with the assistance of TWP, determined that there were four companies who fit the profile for likely acquirors: a multinational information technology consulting company ("Company A"); a provider of information infrastructure systems, software and services ("Company B"); a provider of analytical instruments and software ("Company C"); and a provider of healthcare diagnostics and monitoring systems ("Company D").

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        On April 20, 2009, representatives of TWP began contacting all four of the companies identified by the 2009 Special Committee and inquired about their interest in pursuing a strategic transaction with Phase Forward. Also on April 20, 2009, Oracle announced its entry into a definitive agreement to acquire Sun Microsystems, Inc.

        On April 21, 2009, the 2009 Special Committee held a meeting at which it further considered Oracle's initial proposal of $16.00 per share in cash. In attendance at that meeting by invitation of the 2009 Special Committee were Mr. Weiler and other members of Phase Forward management, representatives of Goodwin Procter LLP ("Goodwin Procter"), Phase Forward's outside legal counsel, and representatives of TWP. In its consideration of Oracle's expression of interest, the 2009 Special Committee reviewed Phase Forward's short and long-term business strategies, market trends in the industry, and the challenges confronting Phase Forward in seeking to achieve its strategic objectives such as addressing fluctuations in its operating results, maintaining growth in the industry and continued acceptance of its software and hosted solutions. Representatives of Goodwin Procter reviewed with the 2009 Special Committee its fiduciary duties in connection with considering a potential sale of Phase Forward. Representatives of TWP reviewed with the 2009 Special Committee certain preliminary materials analyzing Oracle's expression of interest, including with respect to a review of comparable company analysis, comparable transactions analysis, premiums paid analysis, and discounted cash flows analysis. The 2009 Special Committee agreed that the offer price proposed by Oracle appeared to provide substantial value for Phase Forward's stockholders and could exceed the potential share price growth that otherwise would likely be achieved over a significant period of time, particularly in light of the execution risks in the Company's strategic business plan as well as in the Company's industry and the markets more generally. However, based on these discussions and given the perceived strategic value and market penetration opportunities that would be available to Oracle if the transaction were consummated, the 2009 Special Committee determined not to accept Oracle's initial valuation of $16.00. Instead, the 2009 Special Committee recommended that the management of Phase Forward continue its discussions with Oracle and seek to obtain a higher price while simultaneously seeking to determine whether any of the other parties previously contacted by TWP had an interest in exploring a strategic transaction with Phase Forward.

        On April 23, 2009, Mr. Weiler and Mr. de Crescenzo had a telephone call and discussed the status of Phase Forward's review of Oracle's initial proposal. During this call, Mr. Weiler reported to Mr. de Crescenzo that the Phase Forward board of directors was continuing its consideration of Oracle's offer.

        On April 23, 2009, representatives of TWP reported to the 2009 Special Committee and Mr. Weiler with respect to the preliminary results of the responses received from the third parties that were contacted by TWP. Representatives of TWP reported that Company A expressed strategic interest, but Company A's internal operational structure would make an acquisition of Phase Forward extremely difficult. Representatives of TWP reported that Company B had signed a confidentiality agreement and management of Company B and management of Phase Forward were scheduled to meet on April 27, 2009. Representatives of TWP also reported that Company C expressed interest in receiving materials about Phase Forward and representatives of TWP sent publicly available information about Phase Forward to Company C. Finally, representatives of TWP reported that Company D had been contacted on April 20, 2009 and again on April 21, 2009 (during which call Company D indicated to representatives of TWP that it was not interested in pursuing discussions concerning a strategic transaction with Phase Forward because Company D did not view Phase Forward's business as a core part of Company D's strategy).

        Later in the day on April 23, 2009, Company C indicated to representatives of TWP that, after refreshing its analysis of Phase Forward's product offerings in its industry, Company C was not interested in pursuing discussions concerning a strategic transaction with Phase Forward.

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        On April 27, 2009, Phase Forward executed a formal engagement letter with TWP within the parameters discussed at the April 16, 2009 meeting of the Phase Forward board of directors.

        On April 28, 2009, Company B indicated to representatives of TWP that it was not interested in pursuing discussions concerning a strategic transaction with Phase Forward because, after meeting with Phase Forward's management team on April 27, 2009, Company B stated that it did not know how Phase Forward would fit operationally within Company B's organization.

        On May 1, 2009, Mr. Kehring sent an e-mail to Mr. Weiler requesting a time early the following week to discuss the status of Phase Forward's consideration of Oracle's indication of interest.

        On May 4, 2009, Company A indicated to representatives of TWP that it was not interested in pursuing discussions concerning a strategic transaction with Phase Forward because, although it knew Phase Forward's business, Company A would need five or six months to decide whether it would be interested in pursuing a strategic transaction with Phase Forward.

        On May 5, 2009, Mr. Weiler communicated to Mr. Kehring that Oracle's offer of $16.00 per share in cash was not acceptable to the 2009 Special Committee. Mr. Kehring indicated to Mr. Weiler that Oracle planned to focus its attention on the acquisition of Sun Microsystems, Inc., and as such that it intended to terminate discussions with Phase Forward.

        Between May 4, 2009 and February 8, 2010, Phase Forward and Oracle did not engage in any discussions concerning a strategic transaction between the two companies. During this time period, the board of directors of Phase Forward periodically reviewed and assessed Phase Forward's operational performance, long-term strategies and objectives and developments in its industry, including strategies to improve operations and increase stockholder value by, among others, acquisitions of companies or technologies, implementing stock repurchase programs, and discussing product strategy with management.

        On February 8, 2010, Mr. Weiler received a telephone call from Mr. Kehring. During that call, Mr. Kehring expressed an interest in resuming the discussions between the parties that were terminated in May 2009. Mr. Kehring and Mr. Weiler acknowledged that both of their companies remained bound by the confidentiality agreement that had been previously executed. Mr. Weiler suggested a meeting on February 9, 2010 because Mr. Weiler was already in California on other business.

        On February 9, 2010, Mr. Weiler met with Mr. Kehring and Mr. de Crescenzo. Mr. Kehring explained that Oracle would like to resume its discussions with Phase Forward and proposed next steps for Oracle to perform its due diligence on Phase Forward, including with respect to Phase Forward's financial condition.

        On February 12, 2010, Phase Forward's board of directors held a regularly scheduled meeting. At the executive session of that meeting, Mr. Weiler was invited to attend to provide an update to the board of directors concerning his meeting with Mr. Kehring and Mr. de Crescenzo. Each of the directors expressed their support for continued discussions with Oracle. Mr. Weiler agreed to provide updates to the board of directors as the discussions with Oracle progressed.

        On February 15, 2010, Mr. Menard delivered to Mr. Kehring a copy of Phase Forward's aggregated top-line financial package for the quarter ended December 31, 2009 that had previously been delivered to Phase Forward's audit committee prior to the release of Phase Forward's earnings for the fourth quarter of 2009 and 2009 year end results.

        On February 17 and February 18, 2010, Mr. Weiler and Mr. Menard had telephone calls with Mr. de Crescenzo and members of Oracle's finance team during which they discussed certain aggregated top-line financial information about Phase Forward.

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        On March 3, 2010, Mr. Weiler received a telephone call from Mr. Kehring during which Mr. Kehring indicated that Oracle was prepared to proceed with an acquisition of Phase Forward at $16.00 per share in cash. Mr. Kehring indicated that Oracle was seeking to continue the process that had been terminated in May 2009.

        On March 5, 2010, Phase Forward's board of directors held a meeting at which it considered Oracle's expression of interest. In attendance at that meeting by invitation of the board of directors were Mr. Menard and Mr. Buchler, representatives of Goodwin Procter, and representatives of TWP. Mr. Weiler summarized for the board of directors his recent discussions with Mr. Kehring. In its consideration of Oracle's expression of interest, the board of directors reviewed Phase Forward's short and long-term business strategies, the competitive landscape and market trends in the industry, and the challenges confronting Phase Forward in seeking to achieve its strategic objectives, including Phase Forward's ability to improve its financial performance and results of operations after reviewing its past performance and results of operations, the perceived risks to Phase Forward's business and financial prospects if it were to remain an independent company and the scale required to effectively compete in its industry. In particular, the board of directors considered the projected slower revenue growth rates for 2010 as compared to 2009.

        At the March 5, 2010 meeting, Mr. Menard provided the board of directors with an update of the financial results to date for the quarter ending March 31, 2010. Representatives of Goodwin Procter reviewed with the board of directors its fiduciary duties in connection with considering a potential sale of Phase Forward. Representatives of TWP reviewed with the board of directors certain preliminary materials analyzing Oracle's expression of interest including with respect to a review of comparable company analysis, comparable transactions analysis, premiums paid analysis, and discounted cash flow analysis. At this meeting, Phase Forward's board of directors established a special committee consisting of Dennis Shaughnessy and Gary Haroian, both of whom are independent directors with significant experience with acquisition transactions and were members of the 2009 Special Committee, in order to assist Phase Forward in exploring a potential sale transaction (the "Special Committee"). Although the offer price of $16.00 in cash per share proposed by Oracle was within a range of valuation that appeared to provide substantial value for Phase Forward's stockholders, the board of directors and the Special Committee discussed with TWP how to best maximize stockholder value and various strategic alternatives, including a possible sale of or other strategic transaction involving Phase Forward. The board of directors considered the potential advantages and disadvantages of contacting and discussing a potential transaction with third parties other than Oracle, including the potential disruptions to Phase Forward's business of a protracted process. In addition, the board of directors discussed the risk of leaks that might arise from approaching potential acquirors within the industry and the impact on Phase Forward's business that could result from any such leaks, including the potential loss of customers, suppliers and employees resulting from their uncertainty over the future of Phase Forward. The board of directors also discussed the potential need to disclose during such process competitively sensitive information to competitors and potential competitors. In addition, the board of directors discussed the likelihood of a third party expressing interest in a transaction with Phase Forward in light of the lack of interested acquirors in 2009. The board of directors concluded that it would discuss the matter again at a meeting to be held on March 8, 2010 in an effort to provide the board of directors with additional time to consider the risks and benefits of contacting other potential acquirors.

        On March 7, 2010, the Special Committee held a meeting at which the members of the Special Committee discussed input that they had received during informal discussions with other Phase Forward directors over the past two days regarding a possible transaction with Oracle. Later that same day, the Special Committee held another meeting and invited Mr. Weiler, Mr. Menard and Mr. Buchler to attend. The Special Committee discussed the benefits and risks of contacting likely acquirors as had been discussed at length during the March 5, 2009 board of directors meeting and concluded that a check similar in scope to that conducted in 2009, in light of the importance of strategic fit and financial

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position required for a potential acquiror to be interested in pursuing a strategic transaction, would be in the best interests of Phase Forward's stockholders and should be recommended to the full board of directors at the meeting to be held on March 8, 2010.

        On March 8, 2010, Phase Forward's board of directors held a meeting to discuss certain preliminary financial analyses that had been prepared by TWP and to continue its discussion concerning the advisability of approaching potential acquirors. In attendance at that meeting by invitation of the board of directors were Mr. Menard and Mr. Buchler, representatives of Goodwin Procter, and representatives of TWP. Representatives of TWP presented certain preliminary financial analyses to the board of directors concerning a valuation of Phase Forward, including a review of comparable company analysis, comparable transactions analysis, premiums paid analysis, and discounted cash flow analysis. In addition, the board of directors revisited the benefits and risks of contacting potential acquirors that had been discussed at its meeting on March 5, 2009. Based on the discussion at this meeting and the earlier board of directors discussions, the board of directors concluded that approaching and discussing a possible transaction with other parties, similar in scope to the actions taken in 2009, was in the best interests of stockholders, and authorized TWP to contact those companies that the board of directors identified, after input from management and representatives of TWP, as the most likely capable and interested acquirors of Phase Forward. In determining the potential likely acquirors, the board of directors considered such parties' financial strength and availability of financing, if necessary to pursue a business combination, experience in transactions such as the proposed acquisition with the company, and the potential interest to enter into a strategic business combination based on such parties' industries and/or investment criteria. After consideration of these factors, the board of directors concluded that the relevant companies consisted of Company A, Company C and Company D that had been previously contacted in 2009, and two additional companies who met the criteria as a result of their recent acquisition activity and financial position: a global biotechnology tools company ("Company E"), and a healthcare information technology company ("Company F"). The board of directors concluded that it would not be productive to contact Company B based on Company B's assertion during the 2009 market check, after meeting with Phase Forward's management and receiving confidential information with respect to Phase Forward's business, that it was not interested in pursuing a strategic transaction with Phase Forward.

        Between March 8, 2010 and March 14, 2010, representatives of TWP contacted Company A, Company C, Company D, Company E and Company F. Company A reported to TWP that it had not changed its prior decision not to pursue discussions concerning a strategic transaction with Phase Forward, but Company A reserved its right to contact TWP if its interest in a transaction changed. Company C reported to TWP that it was not interested in pursuing discussions concerning a transaction with Phase Forward because Phase Forward's business was not core to Company C's business. Company D reported to TWP that it was revisiting its prior analysis and would report back to TWP at a later date. Company E received publicly available information about Phase Forward from representatives of TWP. Company F indicated to representatives of TWP that, after studying Phase Forward's business in the past, it was not interested in pursuing discussions about a transaction with Phase Forward.

        On March 9, 2010, Phase Forward's Special Committee held a meeting, at which Mr. Weiler and Mr. Buchler participated at the invitation of the Special Committee, to discuss the status of discussions with Oracle and Phase Forward's next steps. The Special Committee authorized Mr. Weiler to continue his discussions with Oracle in order to obtain information with respect to other terms associated with the indication of interest, including without limitation, the proposed timing for a possible transaction and exclusivity terms.

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        On March 10, 2010, Phase Forward's Special Committee held a meeting in anticipation of Mr. Weiler's scheduled call with Mr. Kehring later that day. In attendance at that meeting by invitation of the Special Committee were Mr. Weiler, Mr. Menard and Mr. Buchler, and representatives of TWP. The Special Committee discussed Oracle's offer and the status of the market check. The Special Committee also discussed Oracle's offer price and some factors relating to Phase Forward's valuation such as potential synergies between Phase Forward and Oracle and a review of comparable transactions to assist Mr. Weiler in his discussions with Mr. Kehring. The Special Committee concluded that Mr. Weiler should continue his discussions with Oracle with the goal of getting Oracle to increase the offer price.

        On March 10, 2010, Mr. Weiler called Mr. Kehring to inform him that Oracle's offer of $16.00 in cash per share was not acceptable to the Special Committee and that Oracle would need to increase its offer price in order for Phase Forward to continue its discussions with Oracle.

        On March 12, 2010, Oracle sent a written proposal to Phase Forward indicating an offer of $16.75 in cash per share of Phase Forward common stock. The proposal letter requested exclusivity for Oracle. Mr. Weiler called Mr. Kehring and indicated that, based on discussions with Phase Forward's Special Committee, Mr. Weiler did not believe that the board of directors would be interested in continuing discussions with Oracle at that price. Mr. Kehring responded by stating that he would take Mr. Weiler's perspective back to Oracle and was hopeful that Oracle would have a response later that day.

        In the afternoon of March 12, 2010, Mr. Kehring called Mr. Weiler and reported that he had received approval to offer $17.00 in cash per share for Phase Forward common stock, but that Oracle was not willing to further increase its offer price and this price was contingent upon Mr. Weiler providing assurances that Phase Forward would move expeditiously to negotiate a definitive agreement with Oracle. Mr. Weiler told Mr. Kehring that he would discuss Oracle's offer with Phase Forward's board of directors.

        On March 13, 2010, Mr. Kehring sent a revised proposal letter to Mr. Weiler (dated March 12, 2010) reflecting Oracle's offer of $17.00 in cash per share for Phase Forward's common stock. The revised proposal letter requested exclusivity for Oracle.

        Also on March 13, 2010, Phase Forward's Special Committee held a meeting. In attendance at that meeting by invitation of the Special Committee were Mr. Weiler, Mr. Menard and Mr. Buchler. Mr. Weiler reported to the Special Committee his communications with Mr. Kehring that led to the revised proposal letter. The Special Committee discussed Oracle's proposed valuation of $17.00 per share, as well as the advisability of entering into exclusivity with Oracle. The Special Committee also discussed the potential duration of any exclusivity period. The Special Committee agreed to discuss the revised proposal letter from Oracle during the full board of directors meeting to be held on the following day. In addition, later in the day on March 13, 2010, Company E indicated to representatives of TWP that it was not interested in pursuing discussions concerning a transaction with Phase Forward because Company E did not view Phase Forward's business as critical to Company E's core business.

        On March 14, 2010, Phase Forward's board of directors held a meeting at which it considered Oracle's revised proposal. That meeting began with an executive session of the board of directors and representatives of Goodwin Procter, the purpose of which was to provide the non-employee directors of Phase Forward with a forum to discuss Oracle's revised proposal without management's participation. The executive session of the board of directors concluded with the directors expressing their general support to proceed with discussions with Oracle, subject to further discussion at the full board of directors meeting that day with input from Phase Forward's management and TWP. In attendance at the board of directors meeting after the executive session, by invitation of the board of directors, were Mr. Menard and Mr. Buchler, representatives of Goodwin Procter and representatives of TWP. Mr. Weiler summarized for the board of directors his recent discussions with Mr. Kehring. In its consideration of Oracle's revised proposal, the board of directors continued to review Phase Forward's

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short and long-term business strategies, the competitive landscape and market trends in the industry, and the challenges confronting Phase Forward in seeking to achieve its strategic objectives such as addressing fluctuations in its operating results, improving its financial performance, prospects for growth within the industry and continued acceptance of its software and hosted solutions. Representatives of Goodwin Procter reviewed with the board of directors its fiduciary duties in connection with considering a potential sale of Phase Forward. Representatives of TWP reviewed with the board of directors certain materials analyzing Oracle's revised proposal, including preliminary valuation analyses. Representatives of TWP also reported to the board of directors the status of TWP's discussions with the other companies that it approached in connection with the market check, all of which (other than Company D) expressed no interest in discussing a proposed transaction with Phase Forward. With respect to Company D, representatives of TWP reported that based on their preliminary discussions with Company D and Company D's statements during the 2009 market check concerning its lack of interest in pursuing discussions with Phase Forward, TWP did not believe that Company D would be interested in pursuing a strategic transaction with Phase Forward. The board of directors discussed the business and financial prospects, including financial projections, and perceived risks associated with continuing the company's operations as an independent entity and the scale required to effectively compete and accomplish its objectives in the industry. In light of these discussions, the board of directors agreed that the offer price proposed by Oracle appeared to provide substantial value for Phase Forward's stockholders and could well exceed the potential share price growth that otherwise would likely be achieved over time, particularly in light of the execution risks in Phase Forward's strategic business plan as well as in Phase Forward's industry and markets more generally. The Phase Forward board of directors discussed the other terms of the proposal letter from Oracle, including the term of exclusivity and the board of directors' desire to reduce the term of exclusivity. The board of directors discussed the fact that the proposal letter with Oracle was non-binding, except for the exclusivity provision. The Phase Forward board of directors authorized the Special Committee to negotiate and execute a non-binding proposal letter (other than with respect to exclusivity) with Oracle, subject to the input provided at this meeting with respect to a reduction in the term of exclusivity.

        On March 15, 2010, the Phase Forward Special Committee held a meeting with Mr. Weiler and Mr. Buchler to discuss Oracle's proposal letter and Phase Forward's proposed comments to the letter. The Special Committee resolved to authorize Mr. Weiler to sign the proposal letter with Oracle, subject to a several day reduction in the exclusivity period to April 19, 2010. Later that day, Mr. Weiler conveyed Phase Forward's comments on the proposal letter to Oracle and Oracle agreed to reduce the exclusivity period to April 19, 2010.

        On March 16, 2010, Phase Forward and Oracle executed the letter of intent (which was dated March 15, 2010 and was non-binding other than with respect to the exclusivity period).

        From March 16, 2010 through April 15, 2010, the parties engaged in various due diligence discussions concerning Phase Forward's business. During that period, representatives of Oracle conducted extensive due diligence on Phase Forward and numerous meetings and teleconference calls were held between various representatives and legal advisors to the respective companies.

        On March 19, 2010, Oracle's legal counsel circulated a first draft of a proposed merger agreement. Over the next four weeks, the parties negotiated the merger agreement, related documents and various issues via conference calls, and several drafts of the merger agreement and related documents were exchanged between the parties. The parties discussed and negotiated various issues, including without limitation, the scope of the representations and warranties, the benefits to be offered to Phase Forward employees following the transaction, the conduct of Phase Forward's business between signing and closing of the transaction, regulatory matters (including required antitrust filings), the parties' respective conditions to closing (including the circumstances that would or would not trigger the "material adverse effect" closing condition), Phase Forward's ability to respond to unsolicited inquiries following the announcement of the transaction, the rights of the parties to terminate the transaction, the amount and

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conditions of payment by Phase Forward of a termination fee and expenses, and the terms of voting agreements requested by Oracle. Throughout this four week period, the Special Committee received updates from Mr. Weiler and Mr. Buchler regarding the status of the negotiations with Oracle, including summaries of the material terms of the merger agreement.

        On March 23, 2010, Company D indicated to representatives of TWP that it was not interested in pursuing discussions regarding a transaction with Phase Forward because Company D was unsure about the overall fit of Phase Forward's business with Company D's business. Company D could not make any reasonable assurances that it could enter into a strategic transaction with Phase Forward on an expeditious manner, if at all.

        On April 13, 2010, Phase Forward's board of directors held a meeting to discuss the proposed terms of the transaction and the then-current draft of the merger agreement and related documents. In attendance at that meeting were all of the members of Phase Forward's board of directors. Also in attendance by invitation of the board of directors were Mr. Menard and Mr. Buchler, representatives of Goodwin Procter and representatives of TWP. At the meeting, Mr. Menard gave the board of directors an update of the status of the financial results for the quarter ending March 31, 2010. Representatives of Goodwin Procter provided an overview of the negotiation process to date with Oracle's representatives, as well as a presentation regarding the terms of the merger agreement. Representatives of Goodwin Procter reported that the following terms had been negotiated in the merger agreement: a reduction in the termination fee to 3.25% of the aggregate purchase price; a reduction in the cap on Oracle's transaction expenses to be reimbursed by Phase Forward if Phase Forward's stockholders failed to approve the merger to $4 million; the inclusion, at Phase Forward's request, of Phase Forward's board of directors' ability to revoke its recommendation to stockholders based on fiduciary grounds related to a material fact, event, change or development that was not known to the board of directors nor reasonably foreseeable by the board of directors as of or prior to the date of the merger agreement; the revision, at Phase Forward's request, of the definition of "material adverse effect" to exclude the failure by Phase Forward to meet financial projections and financial guidance; the scope of each party's representations and warranties; the parties' respective conditions to closing; the conduct of Phase Forward's business between signing and closing of the transaction; the benefits to be offered to Phase Forward employees following the transaction; regulatory matters (including required antitrust filings); Phase Forward's ability to respond to unsolicited inquiries following the announcement of the transaction; the rights of the parties to terminate the transaction; and the terms of voting agreements to be signed by Phase Forward's officers and directors. Representatives of TWP also reviewed with the board of directors its preliminary analysis of the proposed transaction from a financial point of view, including a review of precedent transactions, a discounted cash flow analysis and comparable companies analysis. Phase Forward's board of directors asked numerous questions of management, TWP and Goodwin Procter, and discussed at length the advantages and risks of the proposed transaction that are described in "Reasons for the Merger" below.

        On April 15, 2010, Phase Forward's board of directors held a meeting to discuss the final terms of the transaction and the proposed definitive merger agreement and related documents. In attendance at that meeting were all members of Phase Forward's board of directors. Also in attendance by invitation of the board of directors were Mr. Menard and Mr. Buchler, representatives of Goodwin Procter and representatives of TWP. At the meeting, representatives of Goodwin Procter provided the board of directors with an update on the terms of the merger agreement. Representatives of TWP also reviewed with the board of directors its final analysis of the proposed transaction from a financial point of view and rendered its oral opinion, which was subsequently confirmed in writing, that, as of such date, and based upon and subject to the assumptions, qualifications and limitations set forth in the written opinion, the consideration to be received by Phase Forward's stockholders in the merger was fair, from a financial point of view, to Phase Forward's stockholders. Following these presentations and the related discussions, Phase Forward's board of directors unanimously approved the $17.00 per share

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price and the other terms of the transaction, unanimously determined that the merger agreement was advisable and in the best interests of Phase Forward and its stockholders, unanimously approved the merger in accordance with the Delaware General Corporation Law, and unanimously recommended that the stockholders of Phase Forward vote in favor of adoption of the merger agreement.

        On April 15, 2010, Phase Forward and Oracle executed the merger agreement, and all signatories to the voting agreements executed such agreements.

        On April 16, 2010, Oracle and Phase Forward issued press releases announcing the execution of the merger agreement.

Reasons for the Merger and Recommendation of our Board of Directors

Reasons for the Merger

        In the course of reaching its decision to approve the merger and the merger agreement, the Special Committee of our board of directors and the full board of directors held numerous meetings and consulted with our senior management, legal counsel and financial advisor, reviewed a significant amount of information and considered a number of factors, including, among others, the following factors:

•

information concerning our business, financial performance (both past and prospective) and our financial condition, results of operations (both past and prospective), business and strategic objectives, as well as the risks of accomplishing those objectives;



•

our business and financial prospects if we were to remain an independent company, and the scale required to effectively compete in the industry;



•

the possible alternatives to the merger (including the possibility of continuing to operate as an independent entity, and the perceived risks thereof), the range of possible benefits to our stockholders of those alternatives and the timing and the likelihood of accomplishing the goal of any of such alternatives, and our board of directors' assessment that the merger with Oracle presented a superior opportunity to such alternatives for our stockholders;



•

the results of discussions with third parties relating to a possible business combination or similar transaction with us;



•

the process undertaken by our board of directors in connection with pursuing a strategic transaction and the terms and conditions of the proposed merger, in each case in light of the current market dynamics in the industry;



•

current financial market conditions and historical market prices, volatility and trading information with respect to Phase Forward common stock;



•

the potential for obtaining a superior offer from an alternative purchaser in light of the other potential purchasers previously identified and contacted by our management or our financial advisor and the risk of losing the proposed transaction with Oracle; and



•

the terms of the merger agreement, including the parties' representations, warranties and covenants, the conditions to their respective obligations and the termination rights of the parties.

        In the course of its deliberations, our board of directors also considered, among other things, the following positive factors:

•

the value of the consideration to be received by our stockholders in the merger pursuant to the merger agreement;

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•

the fact that the $17.00 per share to be paid as the consideration in the merger represents a premium of approximately 30.6% over the 60-trading day average closing trading price of our common stock of $13.02 per share, a premium of approximately 29.4% over the 20-trading day average closing trading price of our common stock of $13.14 per share, and a premium of approximately 29.6% over the $13.12 closing trading price for the shares of our common stock on the NASDAQ Global Select Market on April 14, 2010, the last trading day prior to the date our board of directors approved the merger agreement;



•

the multiple of our revenue represented by the $17.00 per share purchase price relative to multiples of revenue represented by the consideration paid in comparable precedent transactions;



•

the financial presentation of TWP on April 15, 2010 and the oral opinion of TWP delivered on April 15, 2010 to our board of directors, subsequently confirmed by delivery of a written opinion, dated April 15, 2010, to the effect that, as of the date of the written opinion, and based upon and subject to the considerations and limitations set forth in the written opinion, the $17.00 per share in cash to be received by holders of Phase Forward common stock pursuant to the merger agreement was fair from a financial point of view to those holders (the full text of the written opinion, which sets forth the assumptions made, procedures followed, matters considered, qualifications of and limitations on the review undertaken by TWP in connection with the opinion, is attached as Annex B to the proxy statement);



•

the likelihood that the proposed acquisition would be consummated, in light of the experience, reputation and financial capabilities of Oracle;



•

the fact that Oracle has, and has represented to us in the merger agreement that it has, adequate capital resources to pay the merger consideration;



•

the form of merger consideration, consisting solely of cash, which provides certainty of value to our stockholders;



•

the process through which Phase Forward, with the assistance of its financial advisor, engaged in or sought to engage in discussions with other companies believed to be the most likely candidates to pursue a business combination with or acquisition of Phase Forward;



•

the belief of our board of directors that, after extensive negotiations with Oracle and its representatives, we have obtained the highest price per share that Oracle is willing to pay and the highest price obtainable on the date of signing of the merger agreement;



•

the merger agreement, subject to the limitations and requirements contained in the agreement, provides our board of directors with flexibility to furnish information to and conduct negotiations with third parties in certain circumstances and, upon payment to Oracle of a termination fee of $24.7 million (which our board of directors believes is reasonable under the circumstances) to terminate the merger agreement, to accept a superior offer;



•

the other terms and conditions of the merger agreement, including among other things the size of the termination fee and the circumstances when that fee may be payable; the limited number and nature of the conditions to Oracle's obligation to complete the merger, including (but not limited to) the absence of a financing condition and the adequacy of Oracle's capital resources to pay the merger consideration; and the definition of "material adverse effect" and the exceptions for what constitutes a material adverse effect for purposes of the merger agreement; and



•

the voting agreements with our officers and directors terminate in the event that we terminate the merger agreement which permits those persons to support a transaction involving a superior offer.

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        In the course of its deliberations, our board of directors also considered, among other things, the following negative factors:

•

the potential loss of customer or other commercial relationships of Phase Forward as a result of the customer's or other party's unwillingness to do business with Oracle, or other potential disruption to customer, vendor or other commercial relationships important to us as a result of the merger;



•

the possibility that the merger will not be consummated and the potential negative effect of the public announcement of the merger on our sales, operating results and stock price and our ability to retain key management, sales and marketing and technical personnel;



•

our stockholders would not participate in any future growth potential or benefit from any future increase in our value;



•

the conditions to Oracle's obligation to complete the merger and the right of Oracle to terminate the merger agreement under certain circumstances;



•

the possibility that we may be obligated to pay Oracle a termination fee of $24.7 million or reimburse Oracle for its expenses if the merger agreement is terminated under certain circumstances;



•

the fact that the merger consideration consists of cash and will therefore be taxable to our stockholders for U.S. federal income tax purposes;



•

the restrictions on our ability to solicit or engage in discussions or negotiations regarding alternative business combination transactions, subject to specified exceptions, and the requirement that we pay a termination fee of $24.7 million in order to accept a superior acquisition proposal, which may discourage a competing proposal to acquire us that may be more advantageous to our stockholders;



•

the restrictions on the conduct of our business prior to the completion of the merger, requiring us to conduct our business in the ordinary course, subject to specific limitations, which may delay or prevent us from undertaking business opportunities that may arise pending completion of the merger;



•

the risk of diverting management's focus and resources from other strategic opportunities and from operational matters while working to implement the merger, and the possibility of other management and employee disruption associated with the merger, including the possible loss of key management, technical or other personnel; and



•

the interests that certain of our directors and executive officers may have with respect to the merger, in addition to their interests as stockholders of Phase Forward generally, as described in "The Merger—Interests of Our Directors and Executive Officers in the Merger."

        The preceding discussion of the information and factors considered by our board of directors is not, and is not intended to be, exhaustive. In light of the variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, our board of directors did not find it practicable to, and did not, quantify or otherwise attempt to assign relative weights to the various factors considered in reaching its determination. In addition, our board of directors did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of our board of directors, but rather our board of directors conducted an overall analysis of the factors described above, including discussions with and questioning of our senior management, legal counsel and financial advisor.

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Board of Directors Recommendation

        After careful consideration, our board of directors has unanimously approved the merger agreement, deems it advisable and in the best interests of Phase Forward's stockholders to consummate the merger and the other transactions contemplated by the merger agreement, on the terms and subject to the conditions set forth in the merger agreement. Accordingly, our board of directors unanimously recommends that our stockholders adopt the merger agreement and that you vote "FOR" the adoption of the merger agreement at the special meeting.

Opinion of Phase Forward's Financial Advisor

        As more fully described in "—Background of the Merger" beginning on page 19 of this proxy statement, in April 2009, we hired TWP, an investment banking firm, to act as our exclusive financial advisor in connection with the possible sale of the company. On April 15, 2010, TWP delivered to our board of directors its oral opinion that, as of that date, the consideration to be received by our stockholders in the merger was fair to our stockholders from a financial point of view. TWP later delivered its written opinion, dated April 15, 2010, confirming its oral opinion.

        We determined the consideration we would receive in the merger through negotiations with Oracle. We did not impose any limitations on TWP with respect to the investigations made or procedures followed in rendering its opinion. Further, the opinion of TWP does not address the relative merits of the merger and any alternatives to the merger, our underlying decision to proceed with or effect the merger, or any other aspect of the merger.

         We have attached the full text of the written opinion that TWP delivered to us as Annex B to the accompanying proxy statement. You should read this opinion carefully and in its entirety. However, we have included the following summary of the TWP opinion, which is qualified in its entirety by reference to the full text of the opinion attached as Annex B.

         TWP has directed its opinion to our board of directors. The opinion does not constitute a recommendation to you as to how you should vote with respect to the merger. The opinion addresses only the financial fairness of the consideration to be received by our stockholders in the merger, as of the date of the opinion. It does not address the relative merits of the merger or any alternatives to the merger. Further, it does not address our underlying decision to proceed with or effect the merger or any other aspect of the merger. Moreover, it does not address the fairness of the amount or nature of any compensation to be paid or payable to any of our officers, directors or employees, or class of such persons, in connection with the merger, whether relative to the consideration to be received by our stockholders or otherwise.

        In connection with its opinion, TWP:

(1)

reviewed certain publicly available financial and other data with respect to our company, including the consolidated financial statements for recent years to December 31, 2009 and interim periods to March 31, 2010, and certain other relevant financial and operating data relating to our company made available to TWP from published sources and from our internal records;



(2)

reviewed the financial terms and conditions of the April 10, 2010 draft of the merger agreement;



(3)

reviewed publicly available information concerning the trading of, and the trading market for, our common stock;



(4)

compared our company from a financial point of view with certain other companies listed below in "—Comparable Company Analysis" in the software and healthcare information technology industries which TWP deemed to be relevant;

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(5)

considered the financial terms, to the extent publicly available, of selected recent business combinations of companies listed below in "—Comparable Transactions Analysis" in the software and healthcare information technology industries which TWP deemed to be comparable, in whole or in part, to the merger;



(6)

reviewed and discussed with representatives of our management information of a business and financial nature regarding our company furnished to TWP by our company, including financial forecasts and related assumptions for the fiscal years ending 2010 through 2015;



(7)

made inquiries regarding and discussed the merger and the merger agreement and other matters related thereto with our counsel;



(8)

with our permission and at our request, contacted Company A, Company C, Company D, Company E and Company F to determine their interest in pursuing discussions with us regarding a possible acquisition of us;



(9)

performed a discounted cash flow analysis; and



(10)

performed such other analyses and examinations as TWP deemed appropriate.

        In preparing its opinion, TWP did not assume any responsibility to independently verify the information referred to above. Instead, with our consent, TWP relied on such information being accurate and complete. TWP also made the following assumptions:

•

with respect to the financial forecasts of our company provided to TWP by our management, upon our advice and with our consent, TWP assumed for purposes of its opinion, that (a) the forecasts were reasonably prepared on bases reflecting the best available estimates and judgments of our management at the time of preparation as to the future financial performance of our company, and (b) these forecasts provide a reasonable basis upon which TWP could form its opinion;



•

there have been no material changes in the assets, financial condition, results of operations, business or prospects of our company since the date of the last financial statements made available to TWP;



•

that the merger will be consummated in a manner that complies in all respects with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations; and



•

that the merger will be consummated in accordance with the terms described in the April 10, 2010 draft of the merger agreement, without further amendment thereto, and without any waiver by our company of any of the conditions to our obligations thereunder.

        In addition, for purposes of its opinion:

•

TWP relied on information provided by our counsel and independent accountants as to all legal, financial reporting, tax, accounting and regulatory matters with respect to our company, the merger and the merger agreement; and



•

TWP did not assume responsibility for making an independent evaluation, appraisal or physical inspection of the assets or liabilities (contingent or otherwise) of our company, nor was TWP furnished with any of these appraisals.

        TWP's opinion was based on economic, monetary, market and other conditions as in effect on, and the information made available to TWP as of, the date of its opinion. Accordingly, although subsequent developments may affect its opinion, TWP has not assumed any obligation to update, revise or reaffirm its opinion.

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        The following represents a brief summary of the material financial analyses performed by TWP in connection with providing its opinion to our board of directors. Some of the summaries of financial analyses performed by TWP include information presented in tabular format. In order to fully understand the financial analyses performed by TWP, you should read the tables together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data set forth in the tables without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by TWP.

        Comparable Company Analysis.     TWP compared our company, from a financial point of view, to 13 publicly traded companies it deemed relevant in the software and healthcare information technology industries. TWP compared our estimated 2010 and 2011 financial metrics, as provided by management, to estimated 2010 and 2011 metrics of the 13 selected comparable companies that were obtained from available public sources, including research reports available through Thomson (in particular, First Call consensus estimates), certain information from FactSet Research Systems, and to the extent relevant, filings with the Securities and Exchange Commission. Based on this information, TWP calculated the following multiples for our company and for the 13 selected comparable companies listed below:

(x)

multiples of enterprise value (defined by TWP as fully-diluted equity value (using the treasury stock method) plus debt less cash and cash equivalents) to estimated calendar years 2010 and 2011 revenues, earnings before interest, taxes, stock-based compensation, depreciation and amortization ("Adjusted EBITDA"), and earnings before interest, taxes, stock-based compensation and amortization of intangibles ("Adjusted EBIT"); and



(y)

multiples of fully-diluted equity value to estimated calendar years 2010 and 2011 net income adjusted for stock-based compensation and amortization of intangibles ("Adjusted Net Income"), and the ratio of Adjusted Net Income to growth rate ratio, which is defined as equity value / net income / long term growth rate ("Growth Rate"), which growth rate is provided by First Call.

        TWP selected the following 13 companies based on its knowledge of our company and its understanding of the software and healthcare information technology industries. Consideration was given to the recurring nature of our revenues versus other traditional software vendors, and end market exposure of the healthcare information technology companies, as well as similarities with respect to the size, mix, margins and other characteristics of their businesses. TWP believes that the 13 selected companies listed below have operations similar to some of the operations of our company, but noted that no company is identical to our company and none of these companies have the same management, composition, size, short and long term growth profile, or combination of businesses as us:

•

Allscripts-Misys Healthcare Solutions (NasdaqGS: MDRX)

•

athenahealth, Inc. (NasdaqGS: ATHN)

•

Blackboard Inc. (NasdaqGS: BBBB)

•

Cerner Corporation (NasdaqGS: CERN)

•

Computer Programs and Systems, Inc. (NasdaqGS: CPSI)

•

DealerTrack Holdings, Inc. (NasdaqGS: TRAK)

•

DemandTec, Inc. (NasdaqGM: DMAN)

•

Eclipsys Corporation (NasdaqGS: ECLP)

•

Medidata Solutions, Inc. (NasdaqGM: MDSO)

•

Quality Systems, Inc. (NasdaqGS: QSII)

•

Synchronoss Technologies, Inc. (NasdaqGS: SNCR)

•

Taleo Corporation (NasdaqGM: TLEO)

•

The Ultimate Software Group, Inc. (NasdaqGS: ULTI)

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        While the comparable company analysis compared our company to the 13 companies listed above in the software and healthcare information technology industries, TWP did not include every company that could be deemed to be a participant in these industries, or in the specific sectors of these industries. An analysis of the results of the foregoing is not mathematical; rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies, business models, growth characteristics and other factors that could affect the public trading value of the companies to which our company and the merger are being compared. TWP's comparable company analysis table for these 13 comparable companies is below.

        TWP noted that the median long term EPS growth rate of the comparable companies was in excess of our growth rate (as defined by First Call and as projected by management), and our projected Adjusted Net Income was also below the median of the comparable companies; therefore TWP focused on the multiples from the 1 ^st  quartile to median (the "Selected Multiple Range") in each of the analyses and believes these to be the most relevant. The following tables set forth the range of multiples, as well as the multiples for our company implied by the proposed merger.

        Using the Selected Multiple Range, TWP calculated that the average implied share price range for our common stock based on (1) revenues was $16.37-$23.91, (2) Adjusted EBITDA was $19.17-$20.50, (3) Adjusted EBIT was $16.97-$19.45, (4) Adjusted Net Income was $16.72-$18.26, and (5) Adjusted Net Income/Growth Rate was $14.99-$17.68.

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        Comparable Transactions Analysis.     Based on public and other available information, TWP calculated (x) the multiples of enterprise value to last 12 months ("LTM") and next 12 months ("NTM") revenues, LTM and NTM Adjusted EBITDA, LTM and NTM Adjusted EBIT, and (y) the multiples of fully-diluted equity values to LTM and NTM Adjusted Net Income of each of the following 30 transactions of software and healthcare information technology companies:

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