EXECUTION COPY

DISTRIBUTION AGREEMENT

between

IMS HEALTH INCORPORATED

and

SYNAVANT INC.

Dated as of August 31, 2000

i

ii

DISTRIBUTION AGREEMENT

ARTICLE I
DEFINITIONS

    (a)            “Action” shall mean any action, suit, arbitration, inquiry, proceeding or investigation by or before any court, any governmental or other regulatory or administrative agency, body or commission or any arbitration tribunal.

    (b)            “Affiliate” shall mean, when used with respect to a specified person, another person that controls, is controlled by, or is under common control with the person specified. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or other interests, by contract or otherwise.

    (c)           “Agent” shall have the meaning set forth in Section 2.1(b).

    (d)            “Agreement” shall have the meaning set forth in the recitals hereto.

    (e)            “Agreement Disputes” shall have the meaning set forth in Section 6.1.

    (f)            “allocable portion of Insurance Proceeds” shall have the meaning set forth in Section 7.3(c).

    (g)            “allocable share of the deductible” shall have the meaning set forth in Section 7.3(d).

    (h)            “Ancillary Agreements” shall mean all of the written agreements, instruments, assignments or other arrangements (other than this Agreement) entered into in connection with the transactions contemplated hereby, including, without limitation, the Conveyancing and Assumption Instruments, the Employee Benefits Agreement, the Tax Allocation Agreement, the Corporate Services Agreement, the Data and Telecommunications Services Agreement, the Xponent and Pharbase data license agreements, the Shared Transaction Services Agreements and the IMS Bank Guaranty.

    (i)             “Assets” shall mean assets, properties and rights (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any person, including, without limitation, the following:

    (i)            all accounting and other books, records and files whether in paper, microfilm, microfiche, computer tape or disc, magnetic tape or any other form;

    (ii)            all apparatus, computers and other electronic data processing equipment, fixtures, machinery, equipment, furniture, office equipment, automobiles, trucks, aircraft and other transportation equipment, special and general tools, test devices, prototypes and models and other tangible personal property;

    (iii)            all inventories of materials, parts, raw materials, supplies, work-in-process and finished goods and products;

    (iv)            all interests in real property of whatever nature, including easements, whether as owner, mortgagee or holder of a Security Interest in real property, lessor, sublessor, lessee, sublessee or otherwise;

    (v)            all interests in any capital stock or other equity interests of any Subsidiary or any other person, all bonds, notes, debentures or other securities issued by any Subsidiary or any other person, all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other person and all other investments in securities of any person;

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    (vi)            all license agreements, leases of personal property, open purchase orders for raw materials, supplies, parts or services, unfilled orders for the manufacture and sale of products and other contracts, agreements or commitments;

    (vii)            all deposits, letters of credit and performance and surety bonds;

    (viii)            all written technical information, data, specifications, research and development information, engineering drawings, operating and maintenance manuals, and materials and analyses prepared by consultants and other third parties;

    (ix)            all domestic and foreign patents, copyrights, trade names, trademarks, service marks and registrations and applications for any of the foregoing, mask works, trade secrets, inventions, data bases, other proprietary information and licenses from third persons granting the right to use any of the foregoing;

    (x)            all computer applications, programs and other software, including operating software, network software, firmware, middleware, design software, design tools, systems documentation and instructions;

    (xi)            all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence and lists, product literature, artwork, design, development and manufacturing files, vendor and customer drawings, formulations and specifications, quality records and reports and other books, records, studies, surveys, reports, plans and documents;

    (xii)            all prepaid expenses, trade accounts and other accounts and notes receivable;

    (xiii)            all rights under contracts or agreements, all claims or rights against any person arising from the ownership of any asset, all rights in connection with any bids or offers and all claims, choses in action or similar rights, whether accrued or contingent;

    (xiv)            all rights under insurance policies and all rights in the nature of insurance, indemnification or contribution;

    (xv)            all licenses, permits, approvals and authorizations which have been issued by any Governmental Authority;

    (xvi)            cash or cash equivalents, bank accounts, lock boxes and other deposit arrangements; and

    (xvii)            interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements.

    (j)            “Assignee” shall have the meaning set forth in Section 2.1(f).

    (k)            “Business Entity” shall mean any corporation, partnership, limited liability company or other entity which may legally hold title to Assets.

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    (l)            “Claims Administration” shall mean the processing of claims made under the Shared Policies, including, without limitation, the reporting of claims to the insurance carriers and the management of the defense of claims.

    (m)            “▇▇▇▇▇-▇’▇▇▇▇▇ business” shall have the meaning set forth in the recitals hereto.

    (n)            “Code” shall mean the Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated thereunder, including any successor legislation.

    (o)            “Commission” shall mean the U.S. Securities and Exchange Commission.

    (p)            “Conveyancing and Assumption Instruments” shall mean, collectively, the various agreements, instruments and other documents heretofore entered into and to be entered into to effect the transfer of Assets and the assumption of Liabilities in the manner contemplated by this Agreement, or otherwise arising out of or relating to the transactions contemplated by this Agreement, including, but not limited to, by contribution, assignment or sale, which shall be in substantially the forms attached hereto as Schedule 1.1(p) for transfers to be effected pursuant to New York law or the laws of one of the other states of the United States, or, if not appropriate for a given transfer, and for transfers to be effected pursuant to non-U.S. laws, shall be in such other form or forms as the parties agree and as may be required by the laws of such non-U.S. jurisdictions.

    (q)            “Corporate Services Agreement” shall mean the Corporate Services Agreement by and between IMS and ST, dated as of August 31, 2000.

    (r)            “CTS” shall mean Cognizant Technologies Solutions Corporation.

    (s)            “Data Integrator” shall have the meaning set forth in Section 2.16(c).

    (t)            “Distribution” shall mean the distribution on the Distribution Date to holders of record of shares of IMS Common Stock as of the Distribution Record Date of the ST Common Shares owned by IMS on the basis of one ST Common Share for every 20 outstanding shares of IMS Common Stock.

    (u)            “Distribution Date” shall mean August 31, 2000.

    (v)            “Distribution Record Date” shall mean the close of business on July 28, 2000.

    (w)            “E-Detailing” shall have the meaning set forth in Section 2.16(c).

    (x)            “Effective Time” shall mean immediately prior to the midnight, New York time, ending the 24-hour period comprising August 31, 2000.

    (y)            “Employee Benefits Agreement” shall mean the Employee Benefits Agreement by and between IMS and ST, dated as of August 31, 2000.

    (z)            “Form 10” shall have the meaning set forth in Section 2.1(c).

    (aa)            “Funded Liabilities” shall have the meaning set forth in Section 2.3(a).

    (bb)            “Gartner Distribution Agreement” shall mean the Distribution Agreement by and between IMS and the Gartner Group, Inc., dated as of June 17, 1999.

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    (cc)            “Governmental Authority” shall mean any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

    (dd)            “IMS” shall have the meaning set forth in the recitals hereto. (ee) “IMS Assets” shall mean, collectively, all the rights and Assets owned or held by IMS or any Subsidiary of IMS immediately prior to the Effective Time, except the ST Assets.

    (ff)            “IMS Bank Guaranty” shall mean the Guarantee Agreement by and between IMS and SunTrust Bank, dated as of August 11, 2000.

    (gg)            “IMS Business” shall mean each and every business conducted at any time by IMS or any Subsidiary of IMS prior to the Effective Time, except the ST Business.

    (hh)            “IMS Common Stock” shall have the meaning set forth in the recitals hereto.

    (ii)            “IMS Group” shall mean IMS and each person (other than any member of the ST Group) that is a Subsidiary of IMS immediately prior to the Effective Time.

    (jj)            “IMS Contracts” shall mean all the contracts and agreements to which IMS or any of its Affiliates is a party or by which it or any of its Affiliates is bound immediately prior to the Effective Time, except the ST Contracts.

    (kk)            “IMS Indemnitees” shall mean IMS, each member of the IMS Group, each of their respective present and former directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing, as well as any present and former directors, officers, employees and agents of IMS prior to the Effective Time and each of their heirs, executors, successors and assigns, except the ST Indemnitees.

    (ll)            “IMS Liabilities” shall mean collectively, all obligations and Liabilities of IMS or any Subsidiary of IMS immediately prior to the Effective Time, except the ST Liabilities.

    (mm)            “IMS Policies” shall mean all Policies, current or past, which are owned or maintained by or on behalf of IMS or any Subsidiary of IMS immediately prior to the Effective Time which do not relate to the ST Business and which Policies are either maintained by IMS or a member of the IMS Group or are assignable to IMS or a member of the IMS Group.

    (nn)            “IMS Retained Businesses” shall have the meaning set forth in Section 2.16.

    (oo)            “Indemnifiable Losses” shall mean any and all losses, liabilities, claims, damages, demands, costs or expenses (including, without limitation, reasonable attorneys’ fees and any and all out-of-pocket expenses) reasonably incurred in investigating, preparing for or defending against any Actions or potential Actions or in settling any Action or potential Action or in satisfying any judgment, fine or penalty rendered in or resulting from any Action.

    (pp)            “Indemnifying Party” shall have the meaning set forth in Section 3.3.

    (qq)                   “Indemnitee” shall have the meaning set forth in Section 3.3.

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    (rr)            “Indemnity and Joint Defense Agreement” shall mean the Indemnity and Joint Defense Agreement dated as of October 28, 1996 by and among Cognizant Corporation, The Dun & Bradstreet Corporation and ACNielsen Corporation.

    (ss)            “Information Statement” shall mean the Information Statement sent to the holders of shares of IMS Common Stock in connection with the Distribution, including any amendment or supplement thereto.

    (tt)            “Insurance Administration” shall mean, with respect to each Shared Policy, the accounting for premiums, retrospectively rated premiums, defense costs, indemnity payments, deductibles and retentions, as appropriate, under the terms and conditions of each of the Shared Policies; and the reporting to excess insurance carriers of any losses or claims which may cause the per-occurrence, per-claim or aggregate limits of any Shared Policy to be exceeded, and the distribution of Insurance Proceeds as contemplated by this Agreement.

    (uu)            “Insurance Proceeds” shall mean those monies (i) received by an insured from an insurance carrier or (ii) paid by an insurance carrier on behalf of an insured, in either case net of any applicable premium adjustment, retrospectively rated premium, deductible, retention, or cost of reserve paid or held by or for the benefit of such insured.

    (vv)            “Insured Claims” shall mean those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Shared Policies, whether or not subject to deductibles, co-insurance, uncollectibility or retrospectively rated premium adjustments.

    (ww)            “Intercompany Accounts” shall mean all accounts between IMS and ST and their respective Subsidiaries (as defined herein), including receivables, payables and loans, or any other accounts that may arise, that are not designated as Third Party Accounts (as defined herein).

    (xx)            “IRI Action” shall mean the complaint filed in the United States District Court for the Southern District of New York on July 29, 1996 by Information Resources, Inc. naming as defendants The Dun & Bradstreet Corporation, ▇ ▇ ▇▇▇▇▇▇▇ Company and IMS International, Inc.

    (yy)            “Liabilities” shall mean any and all losses, claims, charges, debts, demands, actions, causes of action, suits, damages, obligations, payments, costs and expenses, sums of money, accounts, reckonings, bonds, specialties, indemnities and similar obligations, exonerations, covenants, contracts, controversies, agreements, promises, doings, omissions, variances, guarantees, make whole agreements and similar obligations, and other liabilities, including all contractual obligations, whether absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, and including those arising under any law, rule, regulation, Action, threatened or contemplated Action (including the costs and expenses of demands, assessments, judgments, settlements and compromises relating thereto and attorneys’ fees and any and all costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any such Actions or threatened or contemplated Actions), order or consent decree of any governmental or other regulatory or administrative agency, body or commission or any award of any arbitrator or mediator of any kind, and those arising under any contract, commitment or undertaking, including those arising under this Agreement or any Ancillary Agreement, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any person.

    (zz)            “1996 Distribution” shall mean the Distribution described in the 1996 Distribution Agreement.

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    (aaa)            “1998 Distribution” shall mean the Distribution described in the 1998 Distribution Agreement.

    (bbb)            “1996 Distribution Agreement” shall mean the Distribution Agreement among Cognizant Corporation, The Dun & Bradstreet Corporation and ▇ ▇ ▇▇▇▇▇▇▇ Corporation, dated as of October 28, 1996.

    (ccc)            “1998 Distribution Agreement” shall mean the Distribution Agreement between Cognizant Corporation and IMS Health Incorporated, dated as of June 30, 1998.

    (ddd)            “Non-U.S. Cash Target” shall have the meaning set forth in Section 2.3(a).

    (eee)            “person” shall mean any natural person, Business Entity, corporation, business trust, joint venture, association, company, partnership, other entity or government, or any agency or political subdivision thereof.

    (fff)            “Permail business” shall have the meaning set forth in the recitals hereto.

    (ggg)            “Policies” shall mean insurance policies and insurance contracts of any kind (other than life and benefits policies or contracts), including, without limitation, primary, excess and umbrella policies, comprehensive general liability policies, director and officer liability, fiduciary liability, automobile, aircraft, property and casualty, workers’ compensation and employee dishonesty insurance policies, bonds and self-insurance and captive insurance company arrangements, together with the rights, benefits and privileges thereunder.

    (hhh)            “Records” shall have the meaning set forth in Section 4.1.

    (iii)            “Restricted Period” shall have the meaning set forth in Section 2.16.

    (jjj)            “Retained Businesses” shall have the meaning set forth in Section 2.16.

    (kkk)            “Rights” shall have the meaning set forth in Section 2.1(c).

    (lll)            “Rules” shall have the meaning set forth in Section 6.2.

    (mmm)            “Security Interest” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever.

    (nnn)            “Shared Policies” shall mean all Policies, current or past, which are owned or maintained by or on behalf of IMS or any Subsidiary of IMS immediately prior to the Effective Time which relate to the IMS Business and the ST Business.

    (ooo)            “Shared Transaction Services Agreements” shall mean the Shared Transaction Services Agreement, dated as of August 31, 2000, by and between IMS and ST and the Shared Transaction Services Agreement, dated as of August 31, 2000, or as soon as reasonably practicable thereafter, by and between IMS AG and various non-US subsidiaries of ST.

    (ppp)            “Spin-Off” shall have the meaning set forth in the recitals hereto.

    (qqq)            “ST” shall have the meaning set forth in the recitals hereto.

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    (rrr)            “ST Assets” shall mean:

    (i)            the ownership interests in those Business Entities listed on Schedule 1.1(rrr)(i);

    (ii)            any and all Assets that are expressly contemplated by this Agreement, including those on the list of pre-Distribution reorganization transactions attached as Schedule 1.1(rrr)(ii) hereto, or any Ancillary Agreement (or included on any Schedule hereto or thereto) as Assets which have been or are to be transferred to ST or any other member of the ST Group prior to the Effective Time or are to remain with ST or any member of the ST Group subsequent to the Effective Time;

    (iii)            any Assets reflected on the ST Balance Sheet or the accounting records supporting such balance sheet and any Assets acquired by or for ST or any member of the ST Group subsequent to the date of such balance sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any dispositions of any of such Assets subsequent to the date of such balance sheet;

    (iv)            subject to Article VII, any rights of any member of the ST Group under any of the Policies, including any rights thereunder arising from and after the Effective Time in respect of any Policies that are occurrence policies; and

    (v)            any ST Contracts, any rights or claims arising thereunder, and any other rights or claims or contingent rights or claims primarily relating to or arising from any ST Asset or the ST Business.

                   (y)           any Assets primarily relating to or used in any terminated or divested                                     Business Entity, business or operation formerly owned or managed                                     by or associated with IMS, ST or any ST Business, except for those                                     Assets primarily relating to or used in those Business Entities,                                     businesses or operations listed on Schedule 1.1(rrr)(v)(y); or

                    (z)           any and all Assets that are expressly contemplated by this                                                          Agreement or any Ancillary Agreement (or the Schedules hereto or                                    thereto) as Assets to be transferred or conveyed to any member of                                    the IMS Group, including those Assets listed on Schedule 1.1(rrr)(v)                                    (z).

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    (sss)            “ST Balance Sheet” shall mean the combined balance sheet of the ST Group, including the notes thereto, as of June 30, 2000, set forth as Schedule 1.1(sss) hereto.

    (ttt)            “ST Business” shall mean (i) the businesses conducted by the subsidiaries of ST set forth on Schedule 1.1(ttt)(i) hereto, (ii) the pharmaceutical industry automated sales and marketing support business of IMS Health Strategic Technologies, Inc., a Delaware corporation and wholly owned subsidiary of IMS, and the businesses of certain other foreign subsidiaries of IMS, as set forth on Schedule 1.1(ttt)(ii) hereto, and (iii) the interactive and direct marketing business of IMS, including the ▇▇▇▇▇-▇’▇▇▇▇▇ business, as set forth on Schedule 1.1(ttt)(iii) hereto.

    (uuu)            “ST Common Shares” shall have the meaning set forth in the recitals hereto.

    (vvv)            “ST Contracts” shall mean the following contracts and agreements to which ST or any of its Affiliates is a party or by which it or any of its Affiliates or any of their respective Assets is bound, whether or not in writing, except for any such contract or agreement that is not expressly contemplated to be transferred or assigned to ST, or any other member of the ST Group prior to the Effective Time, or to remain with ST, or any other member of the ST Group subsequent to the Effective Time, pursuant to any provision of this Agreement or any Ancillary Agreement:

    (www)            “ST Group” shall mean (i) ST, (ii) ▇▇▇▇▇-▇’▇▇▇▇▇, Inc., a New Jersey corporation (“▇▇▇▇▇-▇’▇▇▇▇▇”), and (iii) each Business Entity which is contemplated to become a Subsidiary of ST hereunder prior to the Effective Time, which shall include those identified as such on Schedules 1.1(rrr)(i) (which Schedule shall also indicate the amount of ST’s direct or indirect ownership interest therein) and 1.1(rrr)(ii) hereto.

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    (xxx)            “ST Indemnitees” shall mean ST, each member of the ST Group, each of their respective present and former directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing.

    (yyy)            “ST Liabilities” shall mean:

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    (zzz)            “ST Policies” shall mean all Policies, current or past, which are owned or maintained by or on behalf of ST or any Subsidiary of ST immediately prior to the Effective Time, which do not relate to the IMS Business.

     (aaaa)                  “ST Retained Businesses” shall have the meaning set forth in Section 2.16.

     (bbbb)           “Subsidiary” shall mean any corporation, partnership or other entity of which another entity (i) owns, directly or indirectly, ownership interests sufficient to elect a majority of the Board of Directors (or persons performing similar functions) (irrespective of whether at the time any other class or classes of ownership interests of such corporation, partnership or other entity shall or might have such voting power upon the occurrence of any contingency) or (ii) is a general partner or an entity performing similar functions (e.g., a trustee).

    (cccc)            “Tax” shall have the meaning set forth in the Tax Allocation Agreement.

    (dddd)            “Tax Allocation Agreement” shall mean the Tax Allocation Agreement by and between IMS and ST, dated as of August 31, 2000.

    (eeee)                   “Third Party Accounts” shall mean all accounts between IMS, ST or their respective Subsidiaries on the one hand, and third parties on the other hand, including receivables, payables and loans, or any other accounts that may arise, that are not designated as Intercompany Accounts.

    (ffff)            “Third Party Claim” shall have the meaning set forth in Section 3.3.

    (gggg)            “U.S. Cash Target” shall have the meaning set forth in Section 2.3(a).

ARTICLE II
DISTRIBUTION AND OTHER TRANSACTIONS; CERTAIN COVENANTS

    (a)            CERTAIN TRANSACTIONS. On or prior to the Distribution Date, IMS shall, on behalf of itself and its Subsidiaries, transfer or cause to be transferred to ST or another member of the ST Group, effective prior to or as of the Effective Time, all of IMS’ and its Subsidiaries’ right, title and interest in the ST Assets.

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    (b)            STOCK DIVIDEND TO IMS. On or prior to the Distribution Date, ST shall issue to IMS as a stock dividend (i) such number of ST Common Shares as will be required to effect the Distribution, as certified by IMS’ stock transfer agent (the “Agent”). In connection therewith IMS shall deliver to ST for cancellation the share certificate held by it representing ST Common Shares and shall receive a new certificate or certificates representing the total number of ST Common Shares to be owned by IMS after giving effect to such stock dividend. Each ST Common Share delivered by ST to IMS shall be validly issued, fully paid and nonassessable and free of any preemptive (or similar) rights.

    (c)            CHARTERS; BY-LAWS; RIGHTS PLANS. On or prior to the Distribution Date, all necessary actions shall have been taken to provide for the adoption of the form of Certificate of Incorporation and By-laws and the execution and delivery of the form of Rights Agreement, relating to the preferred share purchase rights relating to the ST Common Shares (the “Rights”), filed by ST with the Commission as exhibits to ST’s Registration Statement on Form 10 (the “Form 10”).

    (d)            DIRECTORS. On or prior to the Distribution Date, IMS, as the sole stockholder of ST, shall have taken all necessary actions on or prior to the Distribution Date to cause the Board of Directors of ST to consist of the individuals identified in the Information Statement as directors of ST.

    (e)            CERTAIN LICENSES AND PERMITS. Without limiting the generality of the obligations set forth in Section 2.1(a), on or prior to the Distribution Date or as soon as reasonably practicable thereafter:

    (i)            all transferable licenses, permits and authorizations issued by any Governmental Authority which do not relate primarily to the IMS Business but which are held in the name of IMS or any member of the IMS Group, or in the name of any employee, officer, director, stockholder or agent of IMS or any such member, or otherwise, on behalf of a member of the ST Group shall be duly and validly transferred or caused to be transferred by IMS to the appropriate member of the ST Group; and

    (ii)            all transferable licenses, permits and authorizations issued by Governmental Authorities which relate primarily to the IMS Business but which are held in the name of any member of the ST Group, or in the name of any employee, officer, director, stockholder, or agent of any such member, or otherwise, on behalf of a member of the IMS Group shall be duly and validly transferred or caused to be transferred by ST to IMS or the appropriate member of the IMS Group.

    (f)            TRANSFER OF AGREEMENTS. Without limiting the generality of 1the obligations set forth in Section 2.1(a):

    (i)            IMS hereby agrees that, on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the IMS Group to, assign, transfer and convey to the appropriate member of the ST Group all of IMS’ or such member of the IMS Group’s respective right, title and interest in and to any and all ST Contracts;

    (ii)            ST hereby agrees that, on or prior to the Distribution Date or as soon as reasonably practicable thereafter, subject to the limitations set forth in this Section 2.1(f), it will, and it will cause each member of the ST Group to, assign, transfer and convey to IMS or the appropriate member of the IMS Group all of ST’s or such member of the ST Group’s respective right, title and interest in and to any and all IMS Contracts;

    (iii)            subject to the provisions of this Section 2.1(f), any agreement to which any of the parties hereto or any of their Subsidiaries is a party that inures to the benefit of both the IMS Business and the ST Business shall be assigned in part so that each party shall be entitled to the rights and benefits inuring to its business under such agreement;

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    (iv)            the assignee of any agreement assigned, in whole or in part, hereunder (an “Assignee”) shall assume and agree to pay, perform, and fully discharge all obligations of the assignor under such agreement or, in the case of a partial assignment under paragraph (f)(iii), such Assignee’s related portion of such obligations as determined in accordance with the terms of the relevant agreement, where determinable on the face thereof, and otherwise as determined in accordance with the practice of the parties prior to the Distribution; and

    (v)            notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any agreement, in whole or in part, or any rights thereunder if the agreement to assign or attempt to assign, without the consent of a third party, would constitute a breach thereof or in any way adversely affect the rights of the assignor or Assignee thereof. Until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of any party hereto so that the intended Assignee would not, in fact, receive all such rights, the parties will cooperate with each other in any arrangement designed to provide for the intended Assignee the benefits of, and to permit the intended Assignee to assume liabilities under, any such agreement.

    (g)            CONSENTS. The parties hereto shall use their commercially reasonable efforts to obtain required consents to transfer and/or assignment of licenses, permits and authorizations of Governmental Authorities and of agreements hereunder.

    (h)            DELIVERY OF SHARES TO AGENT. IMS shall deliver to the Agent the share certificates representing the ST Common Shares issued to IMS by ST pursuant to Section 2.1(b) which are to be distributed to the holders of IMS Common Stock in the Distribution and shall instruct the Agent to distribute, on or as soon as practicable following the Distribution Date, certificates representing such ST Common Shares to holders of record of shares of IMS Common Stock on the Distribution Record Date as further contemplated by the Information Statement and herein. ST shall provide all share certificates that the Agent shall require in order to effect the Distribution.

    (i)            CERTAIN LIABILITIES. For purposes of this Agreement, including Article III hereof, ST agrees with IMS that:

    (i)            any and all Liabilities arising from or based upon misstatements in or omissions from the Form 10 filed by ST shall be deemed to be IMS Liabilities and not ST Liabilities.

    (ii)            except as otherwise provided in this Agreement or the Ancillary Agreements and subject to Section 2.1(k)(i) hereto, any and all Liabilities arising from or related to the spin-off of Cognizant Corporation and ACNielsen Corporation from The Dun & Bradstreet Corporation pursuant to the 1996 Distribution Agreement shall be deemed to be IMS Liabilities and not ST Liabilities.

    (iii)            except as otherwise provided in this Agreement or the Ancillary Agreements and subject to Section 2.1(k)(ii) hereto, any and all Liabilities arising from or related to the spin-off of IMS from Cognizant Corporation pursuant to the 1998 Distribution Agreement shall be deemed to be IMS Liabilities and not ST Liabilities.

    (iv)            except as otherwise provided in this Agreement or the Ancillary Agreements, all environmental liabilities, including, without limitation, environmental cleanup costs, fines or penalties, associated with the property located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ shall be deemed to be IMS Liabilities and not ST Liabilities.

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    (v)            except as otherwise provided in this Agreement or the Ancillary Agreements, any and all costs associated with Pharbase data protection compliance shall be deemed to be IMS Liabilities and not ST Liabilities.

    (vi)            except as otherwise provided in this Agreement or the Ancillary Agreements, all liabilities incurred by any party in connection with the agreements between IMS HEALTH, or one of its subsidiaries, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be deemed to be IMS Liabilities and not ST Liabilities.

    (vii)            except as otherwise provided in this Agreement or the Ancillary Agreements, any Liabilities not specifically allocated to ST pursuant to this Agreement or the Ancillary Agreements shall be deemed to be IMS Liabilities and not ST Liabilities.

    (j)            CERTAIN CONTINGENCIES. For purposes of this Agreement, including Article III hereof, each of ST and IMS agrees that:

    (i)            notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, each of IMS and ST shall be liable for a portion of the liabilities related to certain prior business transactions to the extent and in the circumstances described in Schedule 2.1(j)(i), subject to a nine million dollar (US$ 9,000,000) cap on the amount of such liabilities, which amount shall include any liabilities set forth in Section 2.1(j)(ii); and

    (ii)            any and all Liabilities of IMS under the Indemnity and Joint Defense Agreement or otherwise related to the IRI Action, including legal fees and expenses related thereto, shall be allocated as to 50% to IMS and as to 50% to ST, subject to a nine million dollar (US$ 9,000,000) cap on the amount of such liabilities, which amount shall include any liabilities set forth in Section 2.1(j)(i); PROVIDED, HOWEVER, that ST’s obligation to reimburse IMS shall be triggered by any payments made by IMS and not a determination of liability under the terms of the Indemnity and Joint Defense Agreement.

    (k)            UNDERTAKINGS OF ST.

    (i)            On or prior to the Distribution Date, ST will undertake to each of ▇.▇. ▇▇▇▇▇▇▇▇ Corporation, formerly known as The Dun & Bradstreet Corporation, and ACNielsen Corporation to be jointly and severally liable for all “Cognizant Liabilities” (as defined in the 1996 Distribution Agreement) under the 1996 Distribution Agreement pursuant to an undertaking substantially in the form of Exhibit 2.1(k)(i) hereto; PROVIDED, HOWEVER, that except as otherwise provided for herein, IMS shall indemnify ST for “Cognizant Liabilities.”

    (ii)            On or prior to the Distribution Date, ST will undertake to Cognizant Corporation to be jointly and severally liable for all “IMS HEALTH Liabilities” (as defined in the 1998 Distribution Agreement) under the 1998 Distribution Agreement pursuant to an undertaking substantially in the form of Exhibit 2.1(k)(ii) hereto; PROVIDED, HOWEVER, that, except as otherwise provided for herein, IMS shall indemnify ST for “IMS HEALTH Liabilities.”

    (l)            GARTNER COMMON STOCK TRANSFER.

    (i)            In connection with the Distribution, IMS will transfer to ST all of its right, title and interest in shares of Class A Gartner Common Stock having a fair market value (based on the arithmetic mean of the high and low prices of such shares as reported on the New York Stock Exchange, Inc. on the last trading day immediately preceding the Distribution) equal to $4,000,000.

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    (ii)            IMS and ST jointly covenant and agree:

    (a)            to comply with all of the provisions of Section 2.4(a) of the Gartner Distribution Agreement and to refrain from taking any actions which would violate such provisions; and

    (b)            that neither party will take any action pursuant to clauses (x) and (y) of Section 2.4(a) of the Gartner Distribution Agreement without first notifying the Chief Financial Officer of the other party, or his respective designee, by or before 9:30 AM on the day a transfer is desired by such notifying party in order to (i) obtain the consent of the notified party to the transfer and (ii) designate the number of shares subject to such transfer. If, upon receipt of the notifying party’s notice, the notified party is also interested in transferring the shares pursuant to Section 2.4(a) of the Gartner Distribution Agreement, the shares subject to transfer will be allocated to each interested party based upon their relative ownership of Gartner Group Securities.

    (m)            IMS STOCK CONTRIBUTION. On the Distribution Date, IMS shall contribute to ST 22,000 shares of ST Common Stock which, pursuant to the Distribution, equals the conversion of 440,000 shares of IMS Common Stock purchased by IMS in its stock repurchase program into ST Common Stock.

    (n)            OTHER TRANSACTIONS. On or prior to the Distribution Date, each of IMS and ST shall consummate those other transactions in connection with the Distribution that are contemplated by the Form 10 and Exhibit A hereto, in order to implement the Distribution. After the Distribution Date, each of IMS and ST will exercise good faith commercially reasonable efforts to consummate as promptly as practicable all other transactions which must be consummated in order fully to complete the Distribution and any of the transactions contemplated hereby or by any of the Ancillary Agreements.

    (b)                   In connection with the Distribution, members of the IMS Group and members of the ST Group will effect certain business transfers as set forth on Schedules 2.2(b)(i)-(iii). In order to effect such business transfers certain cash payments will be made between members of the IMS Group and members of the ST Group to either fund payments for such business transfers or to effect such business transfers. The funding and transaction payments set forth on Schedules 2.2(b)(i)-(iii) shall be disregarded in computing the Cash Targets (as defined Section 2.3(a) herein) as there is no net impact. The amount of the transaction payments set forth on Schedules 2.2(b)(i)-(iii) shall be credited toward achieving the Cash Targets.

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    (b)                   To the extent that (i) cash balances as of July 31, 2000 in accounts outside the United States exceed the Non-U.S. Cash Target, ST shall transfer the excess funds in Euros to IMS Nederland Finance BV, or through some other manner as agreed upon by ST and IMS or (ii) cash balances as of July 31, 2000 in accounts outside the United States are less than the Non-U.S. Cash Target, IMS shall cause IMS Nederland Finance BV to transfer the shortfall in Euros to an entity outside of the U.S. designated by ST, or through some other manner as agreed upon by ST and IMS.

    (c)                   To the extent that (i) cash balances as of July 31, 2000 in accounts in the United States exceed the U.S. Cash Target plus the amount of the Funded Liabilities, ST shall transfer the excess funds to IMS or (ii) cash balances as of July 31, 2000 in accounts in the United States are less than the U.S. Cash Target plus the amount of the Funded Liabilities, IMS shall transfer the shortfall to ST.

    (d)                   Any cash transfers into or out of ST’s non-U.S. or U.S. accounts to or from parties other than members of the IMS Group (other than CTS) after the close of business on July 31, 2000 will be for ST’s account and shall have no effect upon the transactions contemplated by this Section 2.3. Any (i) cash transfers into or out of ST’s U.S. or non-U.S. accounts to or from members of the IMS Group (other than CTS) after the close of business on July 31, 2000 or (ii) payments made or received by any member of the IMS Group for the benefit of any member of the ST Group after the close of business on July 31, 2000 which have not otherwise been settled by the Distribution Date, including, for purposes of Sections 2.3(d)(i) and 2.3(d)(ii), the settlement of Open Accounts after the close of business on July 31, 2000, shall be taken into account so that, combined with the settlement of all accounts under this Section 2.3, the net result is achieving the Cash Targets set forth in Section 2.3(a).

    (e)                   IMS shall, on the business day prior to the Distribution Date, transfer amounts that it reasonably believes will achieve the balances set forth in Section 2.3(a) as adjusted by the provisions in Section 2.3(d).

    (f)                   Promptly after the Distribution Date, but no later than September 25, 2000, ST and IMS shall determine the cash balances in ST’s U.S. and non-U.S. accounts and the balances of Open Accounts which determination shall be subject to review by PricewaterhouseCoopers LLP. Based on such determination, any amounts payable under this Section 2.3 shall be paid by the appropriate party to the other party no later than September 30, 2000. No later than December 31, 2000, ST and IMS shall determine, on a final basis, such balances which determination shall be subject to review by PricewaterhouseCoopers LLP. To the extent the final determination differs from the initial determination, the appropriate party shall pay the applicable amount thereof to the other party no later than January 15, 2001.

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    (b)            No person shall be required by any party hereto to resign from any position or office with another party hereto if such person is disclosed in the Information Statement as the person who is to hold such position or office following the Distribution.

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    (b)            Except as otherwise specified herein or in any Ancillary Agreement, ST shall use its commercially reasonable best efforts to have, no later than six months after the Distribution Date, IMS and any member of the IMS Group removed as guarantor of or obligor in respect of those guarantees set forth on Schedule 2.9(b).

    (a)            (i) IMS shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to ▇▇▇▇▇▇▇▇▇, Will & ▇▇▇▇▇ in connection with the request by IMS for a legal opinion in respect of the Distribution as to certain tax aspects of the Distribution, and (ii) until two years after the Distribution Date, IMS will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code.

    (b)            (i) ST shall comply and shall cause its Subsidiaries to comply with and otherwise not take action inconsistent with each representation and statement made to ▇▇▇▇▇▇▇▇▇, Will & ▇▇▇▇▇ in connection with the request by IMS for a legal opinion in respect of the Distribution as to certain tax aspects of the Distribution, and (ii) until two years after the Distribution Date, ST will maintain its status as a company engaged in the active conduct of a trade or business, as defined in Section 355(b) of the Code.

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    (c)            ST agrees that, until two years after the Distribution Date, it will not (i) merge or consolidate with or into any other corporation, (ii) liquidate or partially liquidate, (iii) sell or transfer all or substantially all of its assets (within the meaning of Rev. Proc. 77-37, 1977 — 2 C.B. 568) in a single transaction or series of related transactions, (iv) redeem or otherwise repurchase any ST Common Shares (other than as described in Section 4.05(1)(b) of Rev. Proc. 96-30, 1996-1 C.B. 696), or (v) take any other action or actions which in the aggregate would have the effect of causing or permitting one or more persons to acquire directly or indirectly stock representing a 50 percent or greater interest (within the meaning of Section 355(e) of the Code) in ST, unless prior to taking such action ST has obtained (and provided to IMS) a written opinion of a law firm reasonably acceptable to IMS, or a ruling from the Internal Revenue Service, that such action or actions will not result in (y) the Distribution failing to qualify under Section 355(a) of the Code or (z) the ST Common Shares failing to qualify as qualified property for purposes of Section 355(c)(2) of the Code by reason of Section 355(e) of the Code.

    (d)            ST agrees and covenants:

    (i)            that it will use its commercially reasonable best efforts to ensure that IMS will incur no liability under the IMS Bank Guaranty or other credit support provided by IMS;

    (ii)            that it will use its commercially reasonable best efforts to secure an independent line of credit within the three month period subsequent to the Distribution Date that satisfies all of ST’s then projected working capital requirements as a going concern without IMS credit support of any kind;

    (iii)            that it will perform and be bound by all covenants set forth in the IMS Bank Guaranty; and

    (iv)            that, notwithstanding anything to the contrary herein or in any Ancillary Agreement, any and all fees and costs incurred by either party in connection with the IMS Bank Guaranty, or other credit support provided by IMS, and the pursuit of an independent line of credit by ST will be borne by ST.

    (e)            Notwithstanding anything to the contrary herein or in the Tax Allocation Agreement, if IMS or ST (or any of their respective Subsidiaries) fails to comply with any of its obligations under Sections 2.11(a), 2.11(b), 2.11(c) and 2.11(d) above (PROVIDED, HOWEVER, that the obligation of ST to indemnify IMS under this Section 2.11(e) shall not be affected if, despite ST’s commercially reasonable best efforts, (y) IMS incurs liability under the IMS Bank Guaranty or other credit support provided by IMS or (z) ST fails to secure an independent line of credit within the three month period subsequent to the Distribution Date) or takes or fails to take any action on or after the Distribution Date, and such failure to comply, action or omission contributes to a determination that (i) the Distribution fails to qualify under Section 355(a) of the Code or (ii) the ST Common Shares fail to qualify as qualified property for purposes of Section 355(c)(2) of the Code by reason of Section 355(e) of the Code, then such party shall indemnify and hold harmless the other party, each member of the consolidated group of which the other party is a member and the stockholders of either party from and against any and all federal, state and local taxes, including any interest, penalties or additions to tax, imposed upon or incurred by such other party, any member of its group or any stockholder of either party as a result of the failure of the Distribution to qualify under Section 355(a) of the Code or the application of Section 355(e). The obligation of ST to indemnify IMS pursuant to the preceding sentence shall not be affected by the delivery of any legal opinion or supplemental ruling under Sections 2.11(c).

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    (i)            as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, IMS will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries (except property or premises to be shared with ST or its Subsidiaries after the Distribution) which refer or pertain to SYNAVANT or which include the SYNAVANT, Strategic Technologies or ▇▇▇▇▇-▇’▇▇▇▇▇ name, logo or other trademark or other intellectual property utilizing ST;

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    (ii)            as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, IMS will, and will cause its Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind all references to SYNAVANT, including the SYNAVANT name, logo and any other trademark or other intellectual property utilizing SYNAVANT (except that IMS shall not be required to take any such action with respect to materials in the possession of customers), and neither IMS nor its Subsidiaries shall use or display the “ST” name, logo or other trademarks or intellectual property utilizing ST without the prior written consent of ST;

    (b)            Except as otherwise specifically provided in any Ancillary Agreement:

    (i)            as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, ST will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of their respective property or premises owned or used by them or their respective Subsidiaries (except property or premises to be shared with IMS or its Subsidiaries after the Distribution) which refer or pertain to IMS or which include the “IMS Health Incorporated,” “IMS Health” or “IMS” name, logo or other trademark or other IMS intellectual property;

    (ii)            as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, ST will, and will cause its respective Subsidiaries to, remove from all letterhead, envelopes, invoices and other communications media of any kind all references to IMS, including the “IMS Health Incorporated” or “IMS” name, logo and any other trademark or other IMS intellectual property (except that ST shall not be required to take any such action with respect to materials in the possession of customers), and neither ST nor any of its Subsidiaries shall use or display the “IMS Health Incorporated” or “IMS” name, logo or other trademarks or IMS intellectual property without the prior written consent of IMS; and

    (iii)            as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, ST will, and will cause its Subsidiaries to, change their corporate names to the extent necessary to remove and eliminate any reference to IMS, including the “IMS” Health Incorporated or “IMS” name; PROVIDED, HOWEVER, that, notwithstanding the foregoing requirements of this Section 2.15(b), if ST has exercised good faith efforts to comply with this clause (iii) but is unable, due to regulatory or other circumstance beyond its control, to effect a corporate name change in compliance with applicable law, then ST or its Subsidiary will not be deemed to be in breach hereof if it continues to exercise good faith efforts to effectuate such name change and does effectuate such name change within nine months after the Distribution Date, and, in such circumstances, such party may continue to include in exterior signs and other identifiers and in letterhead, envelopes, invoices and other communications references to the name which include references to IMS but only to the extent necessary to identify such party and only until such party’s corporate name can be changed to remove and eliminate such references.

    (a)            IMS and ST are committed to pursuing joint business opportunities to enhance customer value, on terms and conditions as may be agreed by the parties after the date hereof. The parties acknowledge and agree that nothing in this Section 2.16(a) shall create a binding obligation on IMS or ST to enter into or pursue any such business opportunity.

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    (b)            IMS hereby covenants and agrees that neither it nor any of its respective Subsidiaries will, between the Effective Time and the [fifth] anniversary of the Effective Time (the “Restricted Period”):

    (i)            engage in or carry on any business in the United States or elsewhere in whatever form which would be in competition with any of ST’s Retained Businesses (as defined herein) as such businesses are conducted by ST at the Effective Time; and

    (ii)            engage in or carry on any business in the United States or elsewhere in whatever form, directly or indirectly, with ST named competitors;

    (c)            ST hereby covenants and agrees that neither it nor any of its respective Subsidiaries will, during the Restricted Period:

    (i)            engage in or carry on any business in the United States or elsewhere in whatever form which would be in competition with any of IMS’s Retained Businesses (as defined herein) as such businesses are conducted by IMS at the Effective Time;

    (ii)            engage in or carry on any business in the United States or elsewhere, directly or indirectly, with (a) NDC Automation, Inc., NDC Health Information Services, Inc., Quintiles Transnational Corp., Healtheon/WebMD Corporation, Cejedim or any of their respective subsidiaries and (b) any companies controlled by or managed by ▇▇▇▇ Derecque or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; PROVIDED, however, that, notwithstanding anything to the contrary in this Section 2.16(c), in the event that ST wishes to engage in a business partnership with one of the above-named companies, it may do so with the prior written consent of IMS, which consent IMS will only be required to grant if IMS shall reasonably determine in good faith that engaging in such activity by ST would not be adverse to IMS; and

    (iii)            engage in or carry on any commercial data business; PROVIDED, HOWEVER, that, notwithstanding anything to the contrary in this Section 2.16(c), (A) in the event that a customer explicitly so requests, ST may serve as a Data Integrator (as defined herein) for such customer to the extent so requested, (B) in the event that a customer explicitly so requests, ST may engage in E-Detailing (as defined herein) for such customer to the extent so requested, (C) in the event that a customer explicitly so requests, ST may engage in data analytics and decision support tools used on ST’s proprietary SFA and CRM systems, (D) in the event that a customer explicitly so requests, ST may engage in Pharbase, including updates from multiple sources, used on ST’s proprietary SFA and CRM systems and (E) in the event that ST wishes to engage in or carry on commercial data business, it may do so with the prior written consent of IMS, which consent IMS will only be required to grant if IMS shall reasonably determine in good faith that engaging in or carrying on such business by ST would not be adverse to IMS. As used herein: (A) “Data Integrator” means an integrator of information solely through the sales force automation or customer relationship management systems proprietary to ST; and (B) “E-Detailing” means an Internet-based software product related to doctor detailing provided through the sales force automation or customer relationship management systems proprietary to ST.

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    (d)            In the event that ST (i) sells, transfers or leases all or substantially all of its assets, (ii) is not the surviving corporation in any merger, consolidation or other business combination in which it may enter with any person or (iii) enters into any joint venture, joint marketing, or partnership agreements into which it may enter with any person, in any case prior to the termination of the Restricted Period, ST will cause such purchaser or surviving corporation, as the case may be, to assume ST’s obligations under this Section 2.16 upon the consummation of any such transaction, and, in the case of a joint venture, joint marketing or partnership agreement, ST will cause the party to such agreement, and such party will be deemed, to be bound by the provisions of this Section 2.16.

    (e)            Notwithstanding anything to the contrary in Sections 2.16(b), (c) or (d) above, nothing in this Section 2.16 shall in any way restrict or preclude either party or any of its respective Subsidiaries from acquiring and operating any company (or substantially all of the assets thereof) whose primary business is not in competition with either of the parties’ Retained Businesses. Each of the parties further covenant that neither party nor any of its Subsidiaries or any its officers, directors, employees or agent thereof will disclose any confidential information with respect to either parties’ Retained Businesses without the prior written consent of the other party, and will enforce to the fullest extent possible, on behalf of the other party, the other party’s rights under or pursuant to its policies and agreements with third parties, restricting or prohibiting disclosure by such persons of such confidential information.

    (f)            As used herein:

    (i)            the term “IMS Retained Businesses” shall mean the following businesses of IMS: (i) sales management information services (including sales compensation applications, targeting and scrubbing services) which are based on commercial data, (ii) market research services also based on the commercialization of data, (iii) data analytics, and (iv) consulting services, decision support tools and services and information technology relating to the foregoing (but excluding sales force automation and customer relationship management systems), all of which relates to the pharmaceutical, biotechnology, diagnostics, medical/surgical supply and health care industries;

    (ii)            the term “ST Retained Businesses” shall mean the following businesses of ST: (i) sales force automation and customer relationship management systems, which is based on the sale of proprietary software, (ii) implementation, integration and consulting services relating to the foregoing, (iii) data analytics and decision support tools used on ST’s proprietary SFA and CRM systems, (iv) MTO’s to facilitate doctor targeting used on ST’s proprietary SFA and CRM systems, (v) Pharbase, including updates from multiple sources, used on ST’s proprietary SFA and CRM systems and (vi) direct mail services, and drug sample accountability and distribution, all of which relates to the pharmaceutical, biotechnology, diagnostics, medical/surgical supply and health care industries; and

    (iii)            the term “Retained Businesses” shall refer to both the IMS Retained Businesses and the ST Retained Businesses, including all business units currently in each company.

    (g)            Each of IMS and ST acknowledge and agree that the covenants and agreements contained in this Section 2.16 have been negotiated in good faith by each of them, and are reasonable and not more restrictive or broader than necessary to protect the interests of each of IMS and ST in the IMS Retained Businesses and the ST Retained Businesses, respectively, and would not achieve their intended purpose if they were on different terms or for periods of time shorter than the periods of time provided herein or applied in more restrictive geographical and business line areas than are provided herein.

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    (a)            THIRD PARTY CLAIMS. If a claim or demand is made against an IMS Indemnitee or a ST Indemnitee (each, an “Indemnitee”) by any person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within fifteen (15) business days) after receipt by such Indemnitee of written notice of the Third Party Claim; PROVIDED, HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five (5) business days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

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    (b)            In the event of payment by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

    (c)            The remedies provided in this Article III shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

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    (a)            Other than in circumstances in which indemnification is sought pursuant to Article III (in which event the provisions of such Article will govern), after the Distribution Date, upon the prior written request by ST for specific and identified agreements, documents, books, records or files (collectively, “Records”) which relate to (x) ST or the conduct of the ST Business up to the Effective Time, or (y) any Ancillary Agreement to which IMS and ST are parties, as applicable, IMS shall arrange, as soon as reasonably practicable following the receipt of such request, for the provision of appropriate copies of such Records (or the originals thereof if the party making the request has a reasonable need for such originals) in the possession or control of IMS or any of its Subsidiaries, but only to the extent such items are not already in the possession or control of the requesting party.

    (b)            Other than in circumstances in which indemnification is sought pursuant to Article III (in which event the provisions of such Article will govern), after the Distribution Date, upon the prior written request by IMS for specific and identified Records which relate to (x) IMS or the conduct of the IMS Business up to the Effective Time, or (y) any Ancillary Agreement to which ST and IMS are parties, as applicable, ST shall arrange, as soon as reasonably practicable following the receipt of such request, for the provision of appropriate copies of such Records (or the originals thereof if the party making the request has a reasonable need for such originals) in the possession or control of ST or any of its Subsidiaries, but only to the extent such items are not already in the possession or control of the requesting party.

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    (a)            IMS shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the IMS Business, whether or not the privileged information is in the possession of or under the control of IMS or ST. IMS shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting IMS Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by IMS, whether or not the privileged information is in the possession of or under the control of IMS or ST.

    (b)            ST shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the ST Business, whether or not the privileged information is in the possession of or under the control of IMS or ST. ST shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the subject matter of any claims constituting ST Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by ST, whether or not the privileged information is in the possession of or under the control of IMS or ST.

    (c)            The parties hereto agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 4.5, with respect to all privileges not allocated pursuant to the terms of Sections 4.5(a) and (b). All privileges relating to any claims, proceedings, litigation, disputes, or other matters which involve both IMS and ST in respect of which both parties retain any responsibility or liability under this Agreement shall be subject to a shared privilege among them.

    (d)            No party hereto may waive any privilege which could be asserted under any applicable law, and in which any other party hereto has a shared privilege, without the consent of the other party, except to the extent reasonably required in connection with any litigation with third parties or as provided in subsection (e) below. Consent shall be in writing, or shall be deemed to be granted unless written objection is made within twenty (20) days after notice upon the other party requesting such consent.

    (e)            In the event of any litigation or dispute between or among any of the parties hereto, any party and a Subsidiary of another party hereto, or a Subsidiary of one party hereto and a Subsidiary of another party hereto, either such party may waive a privilege in which the other party has a shared privilege, without obtaining the consent of the other party, provided that such waiver of a shared privilege shall be effective only as to the use of information with respect to the litigation or dispute between the parties and/or their Subsidiaries, and shall not operate as a waiver of the shared privilege with respect to third parties.

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    (f)            If a dispute arises between or among the parties hereto or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any party, each party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other parties, and shall not unreasonably withhold consent to any request for waiver by another party. Each party hereto specifically agrees that it will not withhold consent to waiver for any purpose except to protect its own legitimate interests.

    (g)            Upon receipt by any party hereto or by any Subsidiary thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another party has the sole right hereunder to assert a privilege, or if any party obtains knowledge that any of its or any of its Subsidiaries’ current or former directors, officers, agents or employees have received any subpoena, discovery or other requests which arguably calls for the production or disclosure of such privileged information, such party shall promptly notify the other party or parties of the existence of the request and shall provide the other party or parties a reasonable opportunity to review the information and to assert any rights it or they may have under this Section 4.5 or otherwise to prevent the production or disclosure of such privileged information.

    (h)            The transfer of all Records and other information pursuant to this Agreement is made in reliance on the agreement of IMS and ST, as set forth in Sections 4.4 and 4.5, to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges. The access to information being granted pursuant to Sections 4.1 and 4.2 hereof, the agreement to provide witnesses and individuals pursuant to Sections 2.10 and 3.3 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Section 3.3 hereof, and the transfer of privileged information between and among the parties and their respective Subsidiaries pursuant to this Agreement shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

    (b)            Other than in connection with Section 2.2, no party or any Subsidiary thereof shall have any liability or claim against any other party or any Subsidiary of any other party based upon, arising out of or resulting from any agreement, arrangement, course of dealing or understanding existing on or prior to the Distribution Date (other than this Agreement or any Ancillary Agreement or any agreement entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby), unless such agreement, arrangement, course of dealing or understanding is listed on Schedule 4.7(b) hereto, and any such liability or claim, whether or not in writing, which is not reflected on such Schedule, is hereby irrevocably cancelled, released and waived.

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ARTICLE V
ADMINISTRATIVE SERVICES

ARTICLE VI
DISPUTE RESOLUTION

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ARTICLE VII
INSURANCE

    (b)            ASSIGNMENT OF SHARED POLICIES. Subject to the terms and conditions hereof, ST hereby assigns, transfers and conveys to IMS all of ST’s right, title and interest in and to any and all of the Shared Policies, including, without limitation, the right of indemnity, the right to be defended by or at the expense of the insurer and the right to any applicable Insurance Proceeds thereunder; and IMS and ST shall use their commercially reasonable efforts to obtain any required consents of insurers to the assignment contemplated by this paragraph.

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    (b)            EXCEEDING POLICY LIMITS. Except as set forth in this Section 7.3(b), IMS and ST shall not be liable to one another for claims not reimbursed by insurers for any reason not within the control of IMS or ST, as the case may be, including, without limitation, coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of an insurance carrier, Shared Policy limitations or restrictions, any coverage disputes, any failure to timely claim by IMS or ST or any defect in such claim or its processing, PROVIDED that ST shall be responsible for the amount of the difference, if any, between the deductible set forth in any Shared Policy and the deductible allocable to IMS as set forth in Schedule 7.3(b) hereto.

    (c)            ALLOCATION OF INSURANCE PROCEEDS. Insurance Proceeds received with respect to claims, costs and expenses under the Shared Policies shall be paid to IMS, which shall thereafter administer the Shared Policies by paying the Insurance Proceeds, as appropriate, to ST with respect to ST Liabilities and to IMS with respect to IMS Liabilities. Payment of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Policies will be made by IMS to the appropriate party upon receipt from the insurance carrier. In the event that the aggregate limits on any Shared Policies are exceeded by the aggregate of outstanding Insured Claims by both of the parties hereto, the parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims which were covered under such Shared Policy (their “allocable portion of Insurance Proceeds”), and any party who has received Insurance Proceeds in excess of such party’s allocable portion of Insurance Proceeds shall pay to the other party the appropriate amount so that each party will have received its allocable portion of Insurance Proceeds pursuant hereto. Each of the parties agrees to use commercially reasonable efforts to maximize available coverage under those Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all other responsible parties in respect of an Insured Claim to the extent coverage limits under a Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim.

    (d)            ALLOCATION OF DEDUCTIBLES. In the event that both parties have bona fide claims under any Shared Policy for which a deductible is payable, the parties agree that the aggregate amount of the deductible paid shall be borne by the parties in the same proportion which the Insurance Proceeds received by each such party bears to the total Insurance Proceeds received under the applicable Shared Policy (their “allocable share of the deductible”), and any party who has paid more than such share of the deductible shall be entitled to receive from the other party an appropriate amount so that each party has borne its allocable share of the deductible pursuant hereto. For purposes of this Section 7.3(d), the amount of the relevant deductible under any Shared Policy shall be that set forth in Schedule 7.3(b) hereto.

    (e)            Effective as of the Distribution Date, each of ST and IMS shall be responsible for its applicable deductible for workers’ compensation, general liability and automobile liability claims as set forth in Schedule 7.3(e).

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ARTICLE VIII
MISCELLANEOUS

    (i)            if to IMS, to:

                    IMS Health Incorporated
                    ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
                    ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
                    Telecopy: (▇▇▇)▇▇▇-▇▇▇▇
                    Attn: General Counsel; and

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    (ii)            if to IMS, to:

                    Synavant Inc.
                    ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇, ▇▇▇▇▇ ▇▇▇▇
                    ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
                    Telecopy: (▇▇▇)▇▇▇-▇▇▇▇
                    Attn: Chief Financial Officer

    (b)            IMS will not distribute to its stockholders any interest in any IMS Business Entity, by way of a spin-off distribution, split-off or exchange of interests in a IMS Business Entity for any interest in IMS held by IMS stockholders, or any similar transaction or transactions, unless the distributed IMS Business Entity undertakes to ST to be jointly and severally liable for all IMS Liabilities hereunder.

    (c)            ST will not distribute to its stockholders any interest in any ST Business Entity, by way of a spin-off distribution, split-off or exchange of interests in a ST Business Entity for any interest in ST held by ST stockholders, or any similar transaction or transactions, unless the distributed ST Business Entity undertakes to IMS to be jointly and severally liable for all ST Liabilities hereunder.

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