Exhibit
10.1


 


EXECUTION
COPY


 


AGREEMENT
OF LIMITED LIABILITY COMPANY


 


of


 


IMS
HEALTH LICENSING ASSOCIATES, L.L.C.,


 


A
Delaware limited liability company


 


By and
Among


 


IMS
HEALTH INCORPORATED,


COORDINATED
MANAGEMENT SYSTEMS, INC.,


IMS AG,


UTRECHT-AMERICA
FINANCE CO.,


AND


EDAM,
L.L.C.


 


Dated as
of March 17, 2005


 





















 


TABLE OF
CONTENTS


 


	
  ARTICLE I THE COMPANY

  	
   

  
	
  SECTION 1.01.
  Formation/Conversion

  	
   

  
	
  SECTION 1.02. Name

  	
   

  
	
  SECTION 1.03. Purpose

  	
   

  
	
  SECTION
  1.04. Principal Place of Business

  	
   

  
	
  SECTION 1.05. Term

  	
   

  
	
  SECTION
  1.06. Filings; Agent for Service of Process

  	
   

  
	
  SECTION 1.07. Title
  to Property

  	
   

  
	
  SECTION
  1.08. Payments of Individual Obligations

  	
   

  
	
  SECTION
  1.09. Independent Activities; Transactions with Affiliates

  	
   

  
	
  SECTION 1.10. Definitions

  	
   

  
	
  SECTION 1.11. Other Terms

  	
   

  
	
   

  	
   

  
	
  ARTICLE II MEMBERS’ CAPITAL CONTRIBUTIONS

  	
   

  
	
  SECTION 2.01.
  [Intentionally Omitted]

  	
   

  
	
  SECTION
  2.02. Additional Capital Contributions

  	
   

  
	
  SECTION
  2.03. Obligations Under Contribution Agreements

  	
   

  
	
  SECTION 2.04. Other
  Matters

  	
   

  
	
  SECTION
  2.05. Capital Accounts and Percentage Interests

  	
   

  
	
   

  	
   

  
	
  ARTICLE III ALLOCATIONS

  	
   

  
	
  SECTION 3.01. Profits

  	
   

  
	
  SECTION 3.02. Losses

  	
   

  
	
  SECTION
  3.03. Special Gain and Loss Allocations

  	
   

  
	
  SECTION 3.04.
  Other Special Allocations

  	
   

  
	
  SECTION 3.05.
  Curative Allocations

  	
   

  
	
  SECTION 3.06. Loss
  Limitation

  	
   

  
	
  SECTION 3.07.
  Other Allocation Rules

  	
   

  
	
  SECTION
  3.08. Tax Allocations: Code Section 704(c)

  	
   

  
	
  SECTION
  3.09. Other Rules Relating to Cumulative Allocations

  	
   

  
	
   

  	
   

  
	
  ARTICLE IV DISTRIBUTIONS

  	
   

  
	
  SECTION 4.01. Cash Flow

  	
   

  
	
  SECTION 4.02. Amounts
  Withheld

  	
   

  
	
   

  	
   

  
	
  ARTICLE V MANAGEMENT

  	
   

  
	
  SECTION
  5.01. Authority of the Managing Member

  	
   

  
	
  SECTION
  5.02. Right to Rely on the Managing Member

  	
   

  
	
  SECTION
  5.03. Restrictions on Authority of the Managing Member

  	
   

  
	
  SECTION
  5.04. Duties and Obligations of the Managing Member

  	
   

  
	
  SECTION
  5.05. Indemnification of the Members

  	
   

  
	
  SECTION 5.06.
  Compensation and Expenses

  	
   

  



 


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  ARTICLE VI ROLE OF MEMBERS

  	
   

  
	
  SECTION 6.01. Rights or
  Powers

  	
   

  
	
  SECTION 6.02. Voting
  Rights

  	
   

  
	
  SECTION 6.03.
  Procedure for Consent

  	
   

  
	
   

  	
   

  
	
  ARTICLE VII REPRESENTATIONS, WARRANTIES AND
  COVENANTS

  	
   

  
	
  SECTION 7.01. In General

  	
   

  
	
  SECTION
  7.02. Representations and Warranties

  	
   

  
	
  SECTION 7.03. Covenant
  of Edam

  	
   

  
	
  SECTION
  7.04. Covenant of Class A Members

  	
   

  
	
   

  	
   

  
	
  ARTICLE VIII ACCOUNTING; BOOKS AND RECORDS

  	
   

  
	
  SECTION
  8.01. Accounting; Books and Records

  	
   

  
	
  SECTION 8.02. Reports

  	
   

  
	
  SECTION 8.03. Tax Matters

  	
   

  
	
  SECTION 8.04.
  Proprietary Information

  	
   

  
	
   

  	
   

  
	
  ARTICLE IX AMENDMENTS; MEETINGS

  	
   

  
	
  SECTION 9.01. Amendments

  	
   

  
	
  SECTION 9.02.
  Meetings of the Members

  	
   

  
	
  SECTION 9.03. Consent

  	
   

  
	
   

  	
   

  
	
  ARTICLE X TRANSFERS OF INTERESTS

  	
   

  
	
  SECTION
  10.01. Restriction on Transfers

  	
   

  
	
  SECTION 10.02.
  Permitted Transfers

  	
   

  
	
  SECTION
  10.03. Conditions to Permitted Transfers

  	
   

  
	
  SECTION 10.04.
  Prohibited Transfers

  	
   

  
	
  SECTION
  10.05. Rights of Unadmitted Assignees

  	
   

  
	
  SECTION
  10.06. Admission as Substituted Members

  	
   

  
	
  SECTION
  10.07. Distributions with Respect to Transferred Interests

  	
   

  
	
  SECTION
  10.08. Retirement of Members’ Interests in the Company; Determination of Mark-to-Market
  Values and Gross Asset Values

  	
   

  
	
   

  	
   

  
	
  ARTICLE XI MANAGING MEMBER

  	
   

  
	
  SECTION
  11.01. Covenant Not to Withdraw, Transfer, or Dissolve

  	
   

  
	
  SECTION
  11.02. Termination of Status as Managing Member

  	
   

  
	
  SECTION
  11.03. Election of Managing Members

  	
   

  
	
   

  	
   

  
	
  ARTICLE XII DISSOLUTION AND WINDING UP

  	
   

  
	
  SECTION 12.01.
  Liquidating Events

  	
   

  
	
  SECTION 12.02. Winding Up

  	
   

  
	
  SECTION
  12.03. No Restoration of Deficit Capital Accounts; Compliance With Timing
  Requirements of Regulations

  	
   

  
	
  SECTION
  12.04. Deemed Contribution and Distribution

  	
   

  
	
  SECTION 12.05. Rights
  of Members

  	
   

  



 


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  SECTION 12.06.
  Notice of Dissolution

  	
   

  
	
  SECTION
  12.07. Liquidation Guaranteed Payment

  	
   

  
	
  SECTION
  12.08. Character of Liquidating Distributions

  	
   

  
	
  SECTION 12.09. The
  Liquidator

  	
   

  
	
  SECTION
  12.10. Form of Liquidating Distributions

  	
   

  
	
   

  	
   

  
	
  ARTICLE XIII POWER OF ATTORNEY

  	
   

  
	
  SECTION
  13.01. Managing Member as Attorney-In-Fact

  	
   

  
	
  SECTION 13.02.
  Nature of Special Power

  	
   

  
	
   

  	
   

  
	
  ARTICLE XIV NOTICE EVENTS

  	
   

  
	
  SECTION 14.01. Notice
  Events

  	
   

  
	
  SECTION 14.02.
  Liquidation Notice

  	
   

  
	
  SECTION
  14.03. Electing Members’ Purchase Option

  	
   

  
	
   

  	
   

  
	
  ARTICLE XV MISCELLANEOUS

  	
   

  
	
  SECTION 15.01. Notices

  	
   

  
	
  SECTION 15.02. Binding
  Effect

  	
   

  
	
  SECTION 15.03.
  Construction

  	
   

  
	
  SECTION 15.04. Headings

  	
   

  
	
  SECTION 15.05.
  Severability

  	
   

  
	
  SECTION 15.06.
  Variation of Pronouns

  	
   

  
	
  SECTION 15.07. Governing
  Law

  	
   

  
	
  SECTION
  15.08. Waiver of Action for Partition

  	
   

  
	
  SECTION 15.09.
  Waiver of Jury Trial

  	
   

  
	
  SECTION 15.10.
  Consent to Jurisdiction

  	
   

  
	
  SECTION 15.11.
  Counterpart Execution

  	
   

  
	
  SECTION
  15.12. Sole and Absolute Discretion

  	
   

  
	
  SECTION 15.13.
  Specific Performance

  	
   

  
	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit
  A

  	
  Form
  Demand Promissory Note and Guaranty of Payment

  	
   

  
	
  Exhibit
  B

  	
  Form
  Confidentiality Certificate

  	
   

  
	
  Exhibit
  C-1

  	
  Form
  Transferor Certificate

  	
   

  
	
  Exhibit
  C-2

  	
  Form
  Transferee Certificate

  	
   

  
	
  Exhibit
  D

  	
  Form
  of Master Lease

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule A

  	
  List of Responsible
  Officers

  	
   

  



 


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AGREEMENT
OF LIMITED LIABILITY COMPANY


OF


IMS
HEALTH LICENSING ASSOCIATES, L.L.C.,


A
DELAWARE LIMITED LIABILITY COMPANY


 


THIS AGREEMENT OF LIMITED LIABILITY COMPANY, dated as
of the 17th day of March, 2005, by and among IMS HEALTH INCORPORATED, a
Delaware corporation (“IMS Health”),
as the sole Managing Member, UTRECHT-AMERICA FINANCE CO., a Delaware corporation
(“Utrecht”), and EDAM, L.L.C., a
Delaware limited liability company (“Edam”), as
the Class A Members, and COORDINATED MANAGEMENT SYSTEMS, INC., a Delaware
corporation (“CMS”), and IMS AG, a
corporation organized under the laws of Switzerland and successor in interest
to IMS Pharminform Holding AG (“IMS AG”),
as the Class B Members.


 


WITNESSETH:


 


WHEREAS, IMS
Health Licensing Associates, L.P. (the “Partnership”)
was formed on June 7, 1993 as a Delaware limited partnership, and
immediately prior to the effectiveness of this Agreement, existed under that
certain Eighth Amended and Restated Agreement of Limited Partnership dated as
of July 1, 2003 (as amended by the Assignment, the “Partnership Agreement”) by
and among IMS AG, as general partner (the “General Partner”),
and UTRECHT-AMERICA FINANCE CO., EDAM, L.L.C., and COORDINATED MANAGEMENT
SYSTEMS, INC., as limited partners (collectively with the General Partner, the “8th Amendment Partners”);


 


WHEREAS,
effective as of 9:00 A.M., New York time, on the date hereof, pursuant to that
certain Assignment of Limited Partner Interest (In Part) (the “Assignment”), Coordinated Management
Systems, Inc. transferred (the “Class B Transfer”)
1.1135% of its interest as a Class B
Limited Partner, representing a one percent (1.0%) Percentage Interest (as
defined in the Partnership Agreement), in each case, determined as of the
Closing Date, to IMS Health Incorporated, a Delaware corporation (“IMS Health,” and together with the 8th
Amendment Partners, the “Partners”);


 


WHEREAS,
effective as of March 16, 2005, by unanimous written consent, the 8th
Amendment Partners authorized and approved the Class B Transfer and the
admission of IMS Health as a substituted Class B Limited Partner of the
Partnership;


 


WHEREAS,
effective as of the date hereof, by unanimous written consent, the Partners authorized
and approved the conversion of the Partnership to a Delaware limited liability
company and approved this Agreement;


 


WHEREAS,
effective as of 9:05 A.M., New York time, on the date hereof, simultaneously
with the effectiveness of this Agreement, the Partnership was converted to a
Delaware limited liability company pursuant to Section 18-214 of the Delaware
Limited Liability Company Act (6 Del. C. § 18-101 et seq.),
as amended from time to time (the “Act”), and
Section 17-219 of the Delaware Revised Uniform Limited Partnership Act (6 Del.
C. § 17-101 et seq.), as amended from time to time (the “Delaware Limited Partnership Act”),
by causing the


 





















 


filing with the Secretary
of State of the State of Delaware of a Certificate of Conversion to Limited
Liability Company and a Certificate of Formation (the “Conversion”);
and


 


WHEREAS,
pursuant to this Agreement and the Conversion, upon the effectiveness of the
Conversion, the Partners shall become the members of the Company.


 


NOW, THEREFORE,
in consideration of the foregoing and the representations, warranties,
covenants and agreements herein contained, the parties hereto agree as follows:


 


ARTICLE I

THE COMPANY


 


SECTION
1.01.  Formation/Conversion.


 


Effective as of the time of the Conversion,
(i) the Partnership Agreement is replaced and superseded in its entirety
by this Agreement in respect of all periods beginning on or after the
Conversion, (ii) all of the limited partnership interests of the Partners
in the Partnership are converted to limited liability company interests in the
Company, (iii) the Partners are automatically admitted to the Company as
members of the Company and (iv) the members are continuing the business of
the Partnership without dissolution in the form of a Delaware limited liability
company governed by this Agreement, all in accordance with the terms of this
Agreement.  In accordance with
Section 18-214(g) of the Act, the Company shall constitute a continuation
of the existence of the Partnership in the form of a Delaware limited liability
company and, for all purposes of the laws of the State of Delaware, shall be
deemed to be the same entity as the Partnership.  IMS AG, in its capacity as “authorized person”
within the meaning of the Act, has executed, delivered and filed the
Certificate and the Certificate of Conversion with the Secretary of State of
the State of Delaware.  Upon such
filings, IMS AG’s powers as an “authorized person” ceased, and the Managing
Member is hereby designated an “authorized person” to execute, deliver and file
any amendments and/or restatements of the Certificate and any other
certificates (and any amendments and/or restatements thereof) permitted or
required to be filed with the Secretary of State of the State of Delaware and
permitted hereunder, and shall continue as the designated “authorized person”
within the meaning of the Act.  The
Managing Member shall execute, deliver and file any other certificates,
affidavits and other documentation (and any amendments and/or restatements
thereof) necessary to qualify the Company as a foreign limited liability
company in any state or other jurisdiction in which such qualification is
required by law.


Simultaneously with the effectiveness of, and pursuant
to, the Conversion, (i) the Class A Limited Partner interests in the
Partnership held by UTRECHT-AMERICA FINANCE CO. and EDAM, L.L.C. are converted
to, and each of UTRECHT-AMERICA FINANCE CO. and EDAM, L.L.C. is hereby admitted
as a Class A Member of the Company in respect of, the Class A
Membership Interests (as hereinafter defined); (ii) the Class B
Limited Partner interest in the Partnership held by COORDINATED MANAGEMENT
SYSTEMS, INC. and the General Partner interest in the Partnership held by IMS
AG are converted to, and each of COORDINATED MANAGEMENT SYSTEMS, INC. and IMS
AG is admitted as a Class B Member of the Company in respect of, the
Class B Membership Interests (as hereinafter


 


2





















 


defined); and (iii) the
Class B Limited Partner interest in the Partnership held by IMS HEALTH
INCORPORATED is converted to, and IMS HEALTH INCORPORATED is admitted as the
sole Managing Member of the Company in respect of, the Managing Membership
Interest (as hereinafter defined).


 


SECTION 1.02.  Name.


 


The name of the Company shall be IMS Health Licensing
Associates, L.L.C., and all business of the Company shall be conducted in such
name or, in the discretion of the Managing Member, under any other name; provided that, the Managing Member may change the name of
the Company only upon ten (10) Business Days’ notice to the Members.


 


SECTION 1.03.  Purpose.


 


The purpose of the Company is to engage in the
business of owning certain investments in Permitted Assets and to manage, protect,
conserve and dispose of such investments in Permitted Assets and to make such
additional investments and engage in such additional business endeavors as are
permitted under this Agreement or otherwise as the Members may agree, and to
engage in activities related or incidental thereto.  The Company shall have the power to do any
and all acts necessary, appropriate, proper, advisable, incidental or
convenient to or in furtherance of the purpose of the Company and shall have
without limitation, any and all powers that may be exercised on behalf of the
Company by the Managing Member pursuant to Section 1.09(c) and
Article V hereof.


 


SECTION
1.04.  Principal Place of Business.


 


The principal place of business of the Company shall
be located at IMS Health Incorporated, 1499 Post Road, Fairfield, Connecticut
06430.  The Managing Member may change
the principal place of business of the Company to any other place within the United
States of America upon ten (10) Business Days’ notice to the other
Members.  The registered office of the Company in the State of Delaware is
located at The Corporation Trust Company, Corporation Trust Center, 1209 Orange
Street, Wilmington, New Castle County, Delaware 19801.


 


SECTION 1.05.  Term.


 


The term of the Company is deemed to have commenced on
the date the certificate of limited partnership described in
Section 17-201 of the Delaware Limited Partnership Act was filed in the
office of the Secretary of State of the State of Delaware in accordance with
the Delaware Limited Partnership Act and shall continue until the winding up
and liquidation of the Company and its business is completed following a
Liquidating Event as provided in Article XII hereof.


 


SECTION
1.06.  Filings; Agent for Service of
Process.


 


(a)                                  IMS AG was authorized to execute and cause the
Certificate of Formation effective as of the date hereof (the “Certificate”) to be filed in the
office of the Secretary of State of the State of Delaware as an authorized
person within the meaning of the Act.  The Managing


 


3





















 


Member shall take any and all
actions reasonably necessary to perfect and maintain the status of the Company
as a limited liability company under the laws of the State of Delaware or any
other states in which the Company is engaged in business, including the
preparation and filing of such amendments to the Certificate and such other
assumed name certificates, documents, instruments and publications as may be
required by law, including without limitation, action to reflect:


 


(i)                                     A
change in the Company name; or


 


(ii)                                  A
correction of false or erroneous statements in the Certificate.


 


(b)                                 The registered agent for service of process on the
Company in the State of Delaware shall be The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware
19801, or any successor as appointed by the Managing Member.


 


(c)                                  Upon the dissolution and completion of the winding
up and liquidation of the Company, in accordance with Article XII, the
Managing Member (or, in the event there is no remaining Managing Member, any
Person appointed pursuant to Section 12.09 hereof) shall promptly execute
and cause to be filed certificates of cancellation in accordance with the Act
and the laws of any other states or jurisdictions in which the Managing Member
or such other appointed Person, as the case may be, deems such filing necessary
or advisable.


 


SECTION 1.07.  Title to Property.


 


All property owned by the Company or the Company
Subsidiary shall be owned by the Company or the Company Subsidiary as an entity
and no Member shall have any ownership interest in such property in its
individual name or right, and each Member’s interest in the Company shall be
personal property for all purposes.  The Company shall hold all of its
property in the name of the Company and not in the name of any Member.


 


SECTION
1.08.  Payments of Individual
Obligations.


 


The Company’s credit and assets shall be used solely
for the benefit of the Company, and no asset of the Company shall be
Transferred or encumbered for or in payment of any individual obligation of any
Member.


 


SECTION
1.09.  Independent Activities;
Transactions with Affiliates.


 


(a)                                  The Managing Member and any of its Affiliates
shall be required to devote only such time to the affairs of the Company as the
Managing Member determines in its sole discretion may be necessary to manage
and operate the Company, and each such Person, shall be free to serve any other
Person or enterprise in any capacity that it may deem appropriate in its
discretion.


 


(b)                                 To the extent permitted by applicable law and
except as otherwise provided in this Agreement, each Member acknowledges that
the other Members (each acting on its own behalf) and their Affiliates are free
to engage or invest in an unlimited number of activities or businesses, any one
or more of which may be related to the activities or businesses of the Company,
without


 


4





















having or incurring any
obligation to offer any interest in such activities or businesses to the
Company or any Member, and neither this Agreement nor any activity undertaken
pursuant to this Agreement shall prevent any Member or its Affiliates from
engaging in such activities, or require any Member to permit the Company or any
Member or its Affiliates to participate in any such activities, and as a
material part of the consideration for the execution of this Agreement by each
Member, each Member hereby waives, relinquishes, and renounces any such right
or claim of participation.  The Members acknowledge that certain conflicts
of interest may thus arise and hereby agree that the specific rights with
respect to the Members’ and their Affiliates’ freedom of action provided in
this Section 1.09(b) are sufficient to protect their respective interests
in relation to such possible conflicts and are to be in lieu of all other
possible limitations which might otherwise be implied in fact, in law or in
equity.


 


(c)                                  To the extent permitted by applicable law and
except as otherwise provided in this Agreement, the Managing Member, when
acting on behalf of the Company, is hereby authorized to purchase property
from, sell property to or otherwise deal with any Member, acting on its own
behalf, or any Affiliate of any Member; provided that
any such purchase, sale or other transaction shall be in the ordinary course of
the Company’s business and shall be made on terms and conditions which are no
less favorable to the Company than if the sale, purchase or other transaction
had been made with an independent third party on prevailing market terms. 
The Members agree that the 2003 IMS Lease, the Demand Loans, IMS Health
Guaranteed Demand Loans, the Demand Notes, the Fifth CMS Contribution
Agreement, any Term Note to Spartan entered into pursuant to
Section 5.03(j) hereof or Section 5.03(j) of the Partnership
Agreement, and any Master Lease entered into pursuant to Section 5.04(h)
hereof satisfy this independent third-party standard and the Members hereby authorize
the Managing Member to cause the Company or the Company Subsidiary to enter
into the documents referenced in this Section 1.09(c) or confirm that IMS
AG, in its capacity as General Partner under the Partnership Agreement, was
authorized to cause the Partnership or the Partnership Subsidiary (as such term
was defined in the Partnership Agreement) to have entered into the documents
referenced in this Section 1.09(c) that were entered into prior to the
Conversion.


 


(d)                                 Each Member and any Affiliate thereof may also
borrow money from, and transact other business with the Company and, subject to
other applicable law, has the same rights and obligations with respect thereto
as a Person who is not a Member.


 


SECTION 1.10.  Definitions.


 


Capitalized words and phrases used in this Agreement
have the following meanings:


 


“8th Amendment Partners” has the
meaning set forth in the recitals to this Agreement.


 


“2003 CMS Improvements” has the
meaning set forth in subparagraph (i) of the definition of “Permitted
Assets.”


 


“2003 IMS Health Lease” means that
certain Lease Agreement, dated as of July 1, 2003 (as amended or otherwise
modified from time to time), between the


 


5





















 


Partnership and IMS
Health pursuant to which CMS Intangible Assets are leased to IMS Health.


 


“Act” has the
meaning set forth in the recitals to this Agreement.


 


“Additional Capital Contributions” means,
with respect to each Member, the Capital Contributions made by such Member
pursuant to Section 2.02 hereof and the Capital Contributions made by such
Member (or its predecessor in interest) in its capacity as a partner of the
Partnership prior to the Conversion pursuant to Section 2.02 of the
Partnership Agreement (or its predecessor provision).


 


“Adjusted Capital Account Deficit” means,
with respect to each Member, the deficit balance, if any, in such Member’s
Capital Account as of the end of the relevant Allocation Year, after giving
effect to the following adjustments:


 


(i)                                     Credit
to such Capital Account any amounts which such Member is deemed to be obligated
to restore pursuant to the penultimate sentences of Regulations
Sections 1.704-2(g)(1) and 1.704-2(i)(5); and


 


(ii)                                  Debit
to such Capital Account the items described in
Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and
1.704-1(b)(2)(ii)(d)(6) of the Regulations.


 


The foregoing definition of Adjusted Capital Account
Deficit is intended to comply with the provisions of
Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted
consistently therewith.


 


“Affiliate” means,
with respect to any Person, (i) any Person directly or indirectly
controlling, controlled by or under common control with such Person,
(ii) any officer, director or general partner of such Person, or
(iii) any Person who is an officer, director, general partner or trustee
of any Person described in clauses (i) or (ii) of this sentence.   For purposes of this definition, the term “control,” (including, with
correlative meanings, the terms “controlling,”
“controlled by” or “under common control with”) means
the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.


 


“Agreement” means this
Agreement of Limited Liability Company of IMS Health Licensing Associates,
L.L.C. (as amended, modified or supplemented from time to time in accordance
with the terms hereof) which shall constitute the limited liability company
agreement of the Company for all purposes of the Act.  All references in this Agreement to “Article,”
“Articles,” “Section” or “Sections” are to an article or articles or a section
or sections of this Agreement unless otherwise specified.


 


“Allocation Year” means
(i) the period commencing on July 1, 2003 and ending on
December 31, 2003, (ii) any subsequent period commencing on
January 1 and ending on the following December 31, or (iii) any
portion of the period described in clause (i) or (ii) for which the
Company is (or the Partnership was) required to allocate Profits, Losses


 


6





















 


and other items of
income, gain, loss or deduction pursuant to Article III of this Agreement
or the Partnership Agreement, as applicable.


 


“Alternative Appraiser” means any
of the “Big Four” accounting firms (including appraisal divisions thereof or
successors thereto), American Appraisal Associates Inc., Duff & Phelps LLC,
Empire Appraisal Company, Hempstead & Co., Stephen C. Gerard
(including any firm with which he is associated), Standard & Poor’s
Corporate Value Consulting, a division of The McGraw-Hill Companies, Inc., or
with the consent of all Members, any firm recommended by any of the foregoing
Alternative Appraisers.


 


“Assignment” has the
meaning set forth in the recitals to this Agreement.


 


“Bankruptcy” means,
with respect to any Person, a Voluntary Bankruptcy or an Involuntary
Bankruptcy.  A “Voluntary
Bankruptcy” means, with respect to any Person, (a)(i) the
inability of such Person generally to pay its debts as such debts become due,
(ii) the failure of such Person generally to pay its debts as such debts
become due, or (iii) an admission in writing by such Person of its
inability to pay its debts generally or a general assignment by such Person for
the benefit of creditors, (b) the filing of any petition or answer by such
Person seeking to adjudicate it a bankrupt or insolvent, or seeking for itself
any liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of such Person or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or
seeking, consenting to, or acquiescing in the entry of an order for relief or
the appointment of a receiver, trustee, custodian or other similar official for
such Person or for any substantial part of its property, or (c) corporate
action taken by such Person to authorize any of the actions set forth
above.  An “Involuntary
Bankruptcy” means, with respect to any Person, without the consent
or acquiescence of such Person, the entering of an order for relief or
approving a petition for relief or reorganization or any other petition seeking
any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or other similar relief under any present or future bankruptcy,
insolvency or similar statute, law or regulation, or the filing of any such
petition against such Person which petition shall not be dismissed within
sixty (60) days, or, without the consent or acquiescence of such Person,
the entering of an order appointing a trustee, custodian, receiver or
liquidator of such Person or of all or any substantial part of the property of
such Person which order shall not be dismissed within sixty (60) days.  It is the intent of the Members that these
definitions supersede those set forth in Section 18-304 of the Act.


 


“Basic Term”
shall have the meaning set forth in Section 1 of the Master Lease.


 


“Business Day” means any
day except Saturday or Sunday or any other day on which commercial banks are
required or authorized by law to close in New York City, Bermuda or Zurich or
on which dealings in deposits are not carried on in the London interbank
market.


 


“Capital Account” means,
with respect to any Member, the Capital Account maintained for such Member in
accordance with the following provisions:


 


7





















 


(i)                                     To
each Member’s Capital Account there shall be credited such Member’s Capital
Contributions, such Member’s distributive share of Profits and any items in the
nature of income or gain which are specially allocated pursuant to
Sections 3.03, 3.04 or 3.05 hereof.


 


(ii)                                  To
each Member’s Capital Account there shall be debited the amount of cash and the
Gross Asset Value of any Property distributed to such Member pursuant to any
provision of this Agreement, such Member’s distributive share of Losses and any
items in the nature of expenses or losses which are specially allocated
pursuant to Sections 3.03, 3.04 or 3.05 hereof.


 


(iii)                               In
the event all or a portion of an Interest in the Company is Transferred in
accordance with the terms of this Agreement, the transferee shall succeed to
the Capital Account of the transferor to the extent it relates to the
Transferred Interest.


 


The foregoing provisions
and the other provisions of this Agreement relating to the maintenance of
Capital Accounts are intended to comply with Section 1.704-1(b) of the
Regulations, and they shall be interpreted and applied in a manner consistent
with such Regulations.  In the event the
Managing Member shall determine that it is prudent to modify the manner in
which the Capital Accounts, or any debits or credits thereto (including,
without limitation, debits or credits relating to liabilities which are secured
by contributed or distributed property or which are assumed by the Company or
any Member), are computed in order to comply with such Regulations, the
Managing Member may make such modification, provided that
it is not likely to have a Material Adverse Effect on the amounts distributable
to any Member pursuant to Article XII hereof upon the dissolution of the
Company.  The Managing Member also shall
(i) make any adjustments that are necessary or appropriate to maintain
equality between the Capital Accounts of the Members and the amount of Company
capital reflected on the Company’s balance sheet, as computed for book
purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q),
and (ii) make any appropriate modifications in the event unanticipated
events might otherwise cause this Agreement not to comply with Regulations
Section 1.704-1(b), provided that,
to the extent that any such adjustment is inconsistent with other provisions of
this Agreement and would have a Material Adverse Effect on any Member, such
adjustment shall require the consent of such Member.


 


“Capital Contributions” means,
with respect to any Member, the aggregate amount of money and the initial Gross
Asset Value of any property (other than money) contributed to the Company by
such Member (or its predecessors in interest) with respect to the Interest in
the Company held by such Member plus the
aggregate amount of money and the initial Gross Asset Value of any property
(other than money) contributed to the Partnership by such Member (or its
predecessors in interest) in its capacity as a partner of the Partnership prior
to the Conversion with respect to the interest in the Partnership held by such
partner.


 


“Cash Available for
Distribution” for any Fiscal Quarter means the gross cash
proceeds of the Company less the
portion thereof used to pay or establish reasonable


 


8





















 


reserves for all Company
expenses (including, without limitation, taxes), all as determined by the
Managing Member.  “Cash Available for
Distribution” will not be reduced by depreciation, depletion, amortization,
cost recovery deduction, or similar allowances, and will be increased by any
reductions of reserves previously established pursuant to the first sentence of
this definition.


 


“Cash Equivalents”
shall mean cash and any of the following: (i) readily marketable direct
obligations of the Government of the United States or any agency or
instrumentality thereof or obligations unconditionally guaranteed by the full
faith and credit of the Government of the United States, or
(ii) certificates of deposit of or time or demand deposits with
(A) any commercial bank that is a member of the Federal Reserve System,
the parent of which issues commercial paper rated at least P-1 (or the equivalent
grade) by Moody’s or A-1 (or the then equivalent grade) by S&P, is
organized under the laws of the United States or any State thereof, and the
long term unsecured debt of which is rated A2 or better by Moody’s and A or
better by S&P or (B) any commercial bank organized under the laws of
any OECD member country (as of the effective date of this Agreement) which is
not subject to currency controls and the long term unsecured debt of which is
rated A2 or better by Moody’s and A or better by S&P; provided,
however, that all Property described in this definition other than
cash shall have a maturity of not longer than ninety (90) days from the date of
acquisition thereof.


 


“Certificate” has the
meaning set forth in Section 1.06 hereof.


 


“Class A Member” means any Person
who (i) is referred to as such in the introductory statement of this
Agreement or who has become a substituted Class A Member pursuant to the
terms of this Agreement, and (ii) has not ceased to be a Class A
Member.


 


“Class A Membership Interest” means the Interest held by a
Class A Member.


 


“Class B Member” means any
Person who (i) is referred to as such in the introductory statement of
this Agreement or who has become a substituted Class B Member pursuant to
the terms of this Agreement, and (ii) has not ceased to be a Class B
Member.


 


“Class B Membership Interest” means the Interest held by a
Class B Member.


 


“Class B Transfer” has the
meaning set forth in the recitals to this Agreement.


 


“Closing Date” means March 17,
2005.


 


“CMS” means
Coordinated Management Systems, Inc., a Delaware corporation or any successor
in interest.


 


“CMS Additional
Contribution Agreement” means that certain Contribution
Agreement, dated July 6, 1993, between CMS and the Partnership pursuant to
which CMS contributed the assets described therein to the Partnership.


 


9





















 


“CMS Intangible Assets” has the
meaning set forth in subparagraph (i) of the definition of “Permitted
Assets.”


 


“Code” means the
Internal Revenue Code of 1986, as amended, modified or supplemented from time
to time, or any successor legislation.


 


“Company” means the
limited liability company formed pursuant to the Certificate and operating
under this Agreement and the limited liability company continuing the business
of this Company pursuant to Section 12.01 hereof in the event of
dissolution as provided in this Agreement.


 


“Company Minimum Gain” has the same meaning as the
meaning of “partnership minimum gain” as set forth in Regulations Sections 1.704-2(b)(2)
and 1.704-2(d).


 


“Company Subsidiary” has the
meaning set forth in subparagraph (v) of the definition of “Permitted
Assets.”


 


“Company Subsidiary Stock” has the
meaning set forth in subparagraph (v) of the definition of “Permitted
Assets.”


 


“Conversion” has the
meaning set forth in the recitals to this Agreement.


 


“CP Rate” has the
meaning set forth in the form Demand Note.


 


“Debt” of a
Person means (i) any indebtedness for borrowed money or deferred purchase
price of property or services as evidenced by a note, bond, or other
instrument, (ii) obligations to pay money as lessee under capital leases,
(iii) to the extent of the fair market value of any asset owned or held by
such Person, obligations to pay money secured by any mortgage, pledge, security
interest, encumbrance, lien or charge of any kind existing on such asset
whether or not such Person has assumed or become liable for the obligations
secured thereby, (iv) obligations in respect of accounts payable, other
than accounts payable that are incurred in the ordinary course of such Person’s
business and are not delinquent or are being contested in good faith by
appropriate proceedings, and (v) obligations under direct or indirect
guarantees of (including obligations (contingent or otherwise) to assure a creditor
against loss in respect of) indebtedness or obligations of the kinds referred
to in clauses (i), (ii), (iii) and (iv) above.


 


“Delaware Limited
Partnership Act” has the meaning set forth in the recitals to
this Agreement.


 


“Demand Loan”
means a loan that is made by the Company or the Company Subsidiary to, and at
all times the obligor under which is, IMS Health or any Affiliate of IMS Health
and the obligations of IMS Health with respect to which rank at all times at
least pari passu with all other senior
unsecured Debt of IMS Health, provided that
each such Loan (i) is payable on demand, (ii) bears interest at a
floating rate (based on (a) 1-month, 2-month, 3-month, 6-month or 12-month
LIBOR or (b) a 30-day, 60-day, 90-day or 180-day CP Rate) plus a margin that reflects the rate that would be charged
to IMS 


 


10





















 


Health on an arm’s length
basis (taking into account general credit conditions as well as IMS Health’s
debt ratings at the time the interest rate on such borrowing is set), and the
Managing Member shall review the appropriateness of the interest rates not less
than every six months, (iii) is denominated in U.S. dollars, and
(iv) is evidenced by a Demand Note including a Guaranty of Payment by IMS
Health in the event that the Loan is made to any Affiliate of IMS Health.


 


“Demand Note” means any
promissory note evidencing a Demand Loan in the form attached hereto as Exhibit A.


 


“Depreciation” means, for
each Allocation Year, an amount equal to the depreciation, amortization, or
other cost recovery deduction allowable for federal income tax purposes with
respect to an asset for such Allocation Year, except that (i) with respect
to any asset whose Gross Value differs from its adjusted tax basis for United
States federal income tax purposes and which difference is being eliminated by
use of the “remedial method” defined by § 1.704-3(d) of the Regulations,
Depreciation for such Allocation Year shall be the amount of book basis
recovered for such Allocation Year under the rules prescribed by
§ 1.704-3(d)(2) of the Regulations; and (ii) with respect to any
other asset whose Gross Asset Value differs from its adjusted basis for federal
income tax purposes at the beginning of such Allocation Year, Depreciation shall
be an amount which bears the same ratio to such beginning Gross Asset Value as
the federal income tax depreciation, amortization, or other cost recovery
deduction for such Allocation Year bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for federal
income tax purposes of an asset at the beginning of such Allocation Year is
zero, Depreciation shall be determined with reference to such beginning Gross
Asset Value using any reasonable method selected by the Managing Member.


 


“Early Liquidation Date” has the
meaning set forth in the definition of “Early Liquidation Premium.”


 


“Early Liquidation Premium” means,
with respect to each Class A Member, an amount determined for such Member
as of any date occurring prior to June 30, 2006 on which (w) the
Company is liquidated pursuant to Article XII hereof, (x) such Member’s
Interest is retired in whole or in part pursuant to Section 10.08 hereof
or (y) the Interest of such Class A Member is purchased pursuant to
Section 14.03 hereof (the “Early Liquidation Date”),
equal to the excess, if any, of (i) the present value of the deemed
quarterly distributions to be made to such Class A Member on the last
business day of each Fiscal Quarter equal to 2.9235% of such Class A Member’s Unrecovered Capital as of
the Early Liquidation Date during the period beginning on the Early Liquidation
Date and ending on June 30, 2006, minus
(ii) the present value of a series of amounts defined by the product of
(A) such Class A Member’s Unrecovered Capital as of the Early
Liquidation Date multiplied by (B) a percentage that will be determined by
the sum of (1) the sum of (a) the bid side of the Treasury yield plus (b) the bid side of the interbank swap spread, in
each case best approximating the period between the Early Liquidation Date and
ending on June 30, 2006, plus
(2) 90 basis points.  The present
value determined under subparagraph (i) and the present value determined
under subparagraph (ii) shall each be calculated using the sum of
(X) the bid side of the


 


11





















 


Treasury yield, plus (Y) the bid side of the interbank swap spread, in
each case best approximating the period between the Early Liquidation Date and
ending on June 30, 2006 as the discount rate.


 


“Edam” means
Edam, L.L.C., a Delaware limited liability company.


 


“Electing Members” has the
meaning set forth in Section 14.03(a) hereof.


 


“Election Date” has the
meaning set forth in Section 14.03(a) hereof.


 


“Election Notice” has the
meaning set forth in Section 14.03(a) hereof.


 


“Expenses” means any
and all judgments, damages or penalties with respect to, or amounts paid in
settlement of, claims (including, but not limited to negligence, strict or
absolute liability, liability in tort and liabilities arising out of violation
of laws or regulatory requirements of any kind), actions, or suits; and any and
all taxes (including, without limitation, taxes on any indemnification payments
and including interest, additions to tax and penalties), liabilities,
obligations, costs, expenses and disbursements (including, without limitation,
reasonable legal fees and expenses).


 


“Fifth CMS Contribution
Agreement” means that certain Contribution Agreement effective
as of July 1, 2003, between CMS and the Partnership pursuant to which CMS
contributed the assets described therein to the Partnership.


 


“Fiscal Quarter” means
(i) the period commencing on July 1, 2003 and ending on
September 30, 2003, and (ii) any subsequent three-month period
commencing on each of January 1, April 1, July 1 and
October 1, as the case may be, and ending on the next of March 31,
June 30, September 30 and December 31, as the case may be; provided that the last Fiscal Quarter shall end on the date
on which all Property is distributed pursuant to Section 12.02 hereof and
the Certificate has been canceled pursuant to the Act.


 


“Fiscal Year” means any
period commencing on January 1 and ending on the earlier to occur of
(A) the following December 31, or (B) the date on which all
Property is distributed pursuant to Section 12.02 hereof and the
Certificate has been canceled pursuant to the Act.


 


“Form Confidentiality Agreement” has the
meaning set forth in Section 10.03(a) hereof.


 


“Form Transferee Certificate” has the
meaning set forth in Section 10.03(f) hereof.


 


“Form Transferor Certificate” has the
meaning set forth in Section 10.03(f) hereof.


 


“Fourth CMS Contribution
Agreement” means that certain Contribution Agreement entered
into on July 31, 2000 and effective as of July 1, 2000, between CMS


 


12





















 


and the Partnership
pursuant to which CMS contributed the assets described therein to the
Partnership.


 


“GAAP” means
United States generally accepted accounting principles, and with respect to the
Company, as modified by Regulations promulgated under Section 704(b) of
the Code, as in effect from time to time, applied on a basis consistent (except
for changes concurred in by the Company’s independent public accountants) with
the most recent audited financial statements of the Company or the Partnership,
as applicable, delivered to the Class A Members hereunder or to the
Class A Members under the Partnership Agreement in their capacities as
Class A Limited Partners of the Partnership.


 


“General Partner” has the
meaning set forth in the first recital to this Agreement.


 


“Gross Asset Value” means,
with respect to any asset, the asset’s adjusted basis for federal income tax
purposes, except as follows:


 


(i)                                     The
initial Gross Asset Value of any asset contributed by a Partner to the
Partnership or a Member to the Company shall be the gross fair market value of
such asset as determined pursuant to Section 2.02(c) hereof; provided that the initial Gross Asset Value of the 2003 CMS
Improvements was as set forth in Section 2.01 of the Partnership
Agreement;


 


(ii)                                  The
Gross Asset Values of all Company assets shall be adjusted to equal their
respective gross fair market values as determined in accordance with
Section 10.08(b)(i) in connection with the following events:  (A) the acquisition of an additional
Interest in the Company by any Member in exchange for more than a de minimis Capital Contribution; (B) the distribution
by the Company to a Member of more than a de minimis
amount of Property as consideration for an interest in the Company; and
(C) the liquidation of the Company within the meaning of Regulations
Section 1.704-1(b)(2)(ii)(g);


 


(iii)                               The
Gross Asset Value of any Company asset distributed to any Member shall be the
gross fair market value of such asset as determined in accordance with
Section 10.08(b)(i) hereof (or, in the case of cash, shall be its face
amount) as of the date of such distribution; and


 


(iv)                              The
Gross Asset Values of Company assets shall be increased (or decreased) to
reflect any adjustments to the adjusted basis of such assets pursuant to Code
Section 734(b) or Code Section 743(b), but only to the extent that
such adjustments are taken into account in determining Capital Accounts
pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and subparagraph (vii)
of the definition of “Profits” and “Losses” or Section 3.04(g) hereof; provided, however, that Gross Asset Values shall not be
adjusted pursuant to this subparagraph (iv) to the extent that an
adjustment pursuant to subparagraph (ii) is required in connection with a
transaction that would otherwise result in an adjustment pursuant to this
subparagraph (iv).


 


13





















 


If the Gross Asset Value of an asset has been
determined or adjusted pursuant to subparagraph (i), (ii), or (iv) hereof
or the corresponding provision of the Partnership Agreement, such Gross Asset
Value shall thereafter be adjusted by the Depreciation taken into account with
respect to such asset for purposes of the allocations made pursuant to
Article III hereof.  For purposes of
this definition of Gross Asset Value, a Capital Contribution or distribution
shall be considered de minimis if
its value is less than $1,000,000.


 


“Guaranty of Payment” means any
guaranty given by IMS Health in connection with an IMS Health Guaranteed Demand
Loan in the form of Exhibit A to the Form Demand Promissory Note attached
thereto as Exhibit A.


 


“IMS Health” has the
meaning set forth in the recitals to this Agreement.


 


“IMS Health Event” has the
meaning set forth in the IMS Health Guaranty.


 


“IMS Health Guaranteed
Demand Loan” means a Demand Loan made by the Company or the
Company Subsidiary to an Affiliate of IMS Health, in each case guaranteed by
IMS Health.


 


“IMS Health Guaranty” means that
certain Third Amended and Restated IMS Health Guaranty, effective as of the
date of this Agreement, made by IMS Health in favor of Utrecht and Edam.


 


“IMS Health Members” means the
Managing Member, IMS AG and CMS and any other Affiliate of IMS Health which may
from time to time own an Interest hereunder.


 


“Indemnitee” has the
meaning set forth in Section 5.05(f)(i) hereof.


 


“Indemnitor” has the
meaning set forth in Section 5.05(f)(i) hereof.


 


“Individual Leasing Record” has the
meaning set forth in Section 1 of the Master Lease.


 


“Interest” means any
interest in the Company arising by reason of the Capital Contributions made by
a Member or its predecessors in interest, including any and all benefits to
which the holder of such an interest may be entitled as provided in this
Agreement, together with all obligations of such Person to comply with the
terms and provisions of this Agreement.


 


“Investment Company Act”
has the meaning set forth in Section 7.04 hereof.


 


“Involuntary Bankruptcy” has the
meaning set forth in the definition of “Bankruptcy.”


 


“Issuance Items” has the
meaning set forth in Section 3.04(d) hereof.


 


14





















 


“Leased Assets” has the
meaning set forth in subparagraph (vi) of the definition of “Permitted
Assets.”


 


“LIBOR” has the
meaning set forth in the form Demand Note.


 


“Lien” means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), preference, priority or other security agreement of
any kind or nature whatsoever (including, without limitation, any conditional
sale or other title retention agreement, any financing or similar statement or
notice filed under the Uniform Commercial Code (as in effect from time to time
in the relevant jurisdiction), or any other similar recording or notice
statute, and any lease having substantially the same effect as any of the
foregoing).


 


“Liquidating Event” has the
meaning set forth in Section 12.01 hereof.


 


“Liquidation Notice” has the
meaning set forth in Section 14.02(a) hereof.


 


“Liquidator” has the
meaning set forth in Section 12.09 hereof.


 


“Losses” has the
meaning set forth in the definition of “Profits” and “Losses.”


 


“Managing Member” means any
Person who (i) is referred to as such in the introductory statement of this
Agreement or has become a Managing Member pursuant to the terms of this
Agreement, and (ii) has not ceased to be a Managing Member pursuant to the
terms of this Agreement.


 


“Managing
Membership Interest” means the Interest held by the Managing
Member.


 


“Mark-to-Market Balance Sheet” has the
meaning set forth in Section 8.02(d)(i) hereof.


 


“Mark-to-Market Value” has the
meaning set forth in Section 10.08(b)(i) hereof.


 


“Market Value” means,
with respect to any Permitted Security, as to any date, (i) if such
security is registered under the Exchange Act and listed on a national
securities exchange or included on the Nasdaq National Market (“Nasdaq”), the closing sales price on
the Business Day immediately preceding such date, and (ii) if such
security is not traded on a national securities exchange or listed on Nasdaq or
the value otherwise cannot be determined under clause (i), the average of
the firm prices bid for such date quoted by Morgan Stanley Dean Witter, Salomon
Smith Barney and Credit Suisse First Boston, in each case for the full amount
of the specific security for which the Market Value is being determined; provided, however, that the Market Value of any Term Note to
Spartan shall be equal to the principal amount of such Note plus accrued but unpaid interest thereon, if any; provided, further, that if there has occurred and is
continuing any payment or other material default with respect to any such Note
at the time such value is being determined, the Mark-to-Market Value of such
Note shall be determined by an investment or


 


15





















 


commercial bank of
national recognition selected by the Managing Member with the consent of the
Class A Members (which consent shall not be unreasonably withheld).


 


“Master Lease” has the
meaning set forth in Section 5.04(h) hereof.


 


“Material Adverse Effect” with
respect to each IMS Health Member shall mean (i) a material adverse effect
on the business, operations, properties, or condition (financial or otherwise)
of the Company, (ii) a material adverse effect on the ability of the
Company or each of the IMS Health Members to perform their respective
obligations hereunder and under the agreements referred to herein to which they
are a party, or (iii) the invalidity or unenforceability of this Agreement
or such other agreements or an assertion by the Company, or any such IMS Health
Member, that this Agreement or such other agreement is invalid or unenforceable
or has an adverse effect on the rights or remedies of any Class A Member
under this Agreement or such other agreements. 
“Material Adverse Effect” with
respect to any Class A Member shall mean (i) a material adverse
effect on the business, operations, properties, or condition (financial or
otherwise) of such Class A Member, (ii) a material adverse effect on
the ability of such Class A Member to perform its obligations hereunder
and under the agreements referred to herein to which it is a party or
(iii) the invalidity or unenforceability of this Agreement or such other
agreements or an assertion by such Class A Member that this Agreement or
such other agreement is invalid or unenforceable or an adverse effect on the
rights or remedies of the IMS Health Members under this Agreement or such other
agreement.


 


“Member” means any
Person who is a Class A Member, a Class B Member or the Managing
Member.


 


“Member Nonrecourse Debt” has the same meaning as the
meaning of “partner nonrecourse debt” as set forth in Regulations Section 1.704-2(b)(4).


 


“Member Nonrecourse Debt Minimum Gain” means an amount, with respect to
each Member Nonrecourse Debt, equal to the Company Minimum Gain that would
result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability,
determined in accordance with Regulations Section 1.704-2(i)(3).


 


“Member Nonrecourse Deductions” has the same meaning as the
meaning of “partner nonrecourse deductions” as set forth in Regulations
Sections 1.704-2(i)(1) and 1.704-2(i)(2).


 


“Moody’s” means
Moody’s Investors Service, Inc. or any successor by merger or consolidation to
its business.


 


“New Managing Member” has the
meaning set forth in Section 10.02 hereof.


 


“Nonrecourse Deductions” has the meaning set forth in
Regulations Sections 1.704-2(b)(1) and 1.704-2(c).


 


“Nonrecourse Liability” has the meaning set forth in
Regulations Section 1.704-2(b)(3).


 


16





















 


“Notice Events” has the
meaning set forth in Section 14.01 hereof.


 


“OECD” means the
Organization for Economic Cooperation and Development.


 


“Partners” has the
meaning set forth in the recitals to this Agreement.


 


“Partnership” has the
meaning set forth in the recitals to this Agreement.


 


“Partnership Agreement” has the
meaning set forth in the recitals to this Agreement.


 


“Percentage Interest” means,
with respect to any Member as of any date, the ratio (expressed as a
percentage) of such Member’s Capital Account on such date to the aggregate
Capital Accounts of all Members on such date, such Capital Accounts to be
determined after giving effect to all contributions, distributions and
allocations for all Allocation Years ending on or prior to such date.  The
Percentage Interest of each Member as of the Closing Date is set forth in
Section 2.05 hereof.  In the event that it is necessary
to determine the relative Percentage Interests of the Members at a time when
the Capital Accounts of all Members are zero or less, their relative Percentage
Interests shall be deemed to be the Percentage Interests set forth in
Section 2.05 hereof.


 


“Permitted Assets” means:


 


(i)                                     Database and Software Assets.  The assets, other than Company Subsidiary
Stock, contributed to the Partnership by CMS pursuant to the CMS Additional
Contribution Agreement, the Second CMS Contribution Agreement, the Third CMS
Contribution Agreement, the Fourth CMS Contribution Agreement and the Fifth CMS
Contribution Agreement (in the latter instance, the “2003
CMS Improvements;” and the 2003 CMS Improvements, together with the other assets included in this
clause (i), hereinafter referred to as the “CMS
Intangible Assets”);


 


(ii)                                  Demand
Loans and IMS Health Guaranteed Demand Loans;


 


(iii)                               Permitted
Securities;


 


(iv)                              Cash
or Cash Equivalents;


 


(v)                                 Company Subsidiary Stock.  One hundred percent (100%) of the issued and
outstanding stock (“Company Subsidiary Stock”) of
Spartan Leasing Corporation, a Delaware corporation (the “Company
Subsidiary”);


 


(vi)                              Leased Assets.  Any of the
following items of personal property owned by the Company Subsidiary and leased
to (A) IMS Health or (B) any Affiliate of IMS Health, guaranteed by
IMS Health (to the extent permitted pursuant to Section 5.04(h) hereof)
pursuant to the Master Lease executed in accordance with Section 5.04(h)
hereof (“Leased Assets”):


 


17





















 


(a)                                  Office
furniture, fixtures, and equipment; and


 


(b)                                 Computers,
data processing and communications equipment provided that “Leased Assets”
shall not include (v) personal property not utilized by IMS Health or its
Affiliates in the ordinary course of their businesses, (w) any “limited
use property” within the meaning of Revenue Procedure 76-30, 1976-2 C.B. 647,
as it may be amended or modified from time to time or any successor
Revenue Ruling or Revenue Procedure, (x) any land, (y) any buildings
or (z) any other real estate; and


 


(vii)                           Other Assets.  Any other assets as may be agreed to by all
of the Members.


 


“Permitted Encumbrances” means,
collectively, (i) ”Permitted Encumbrances” as defined in each of the CMS
Additional Contribution Agreement, the Second CMS Contribution Agreement, the
Third CMS Contribution Agreement, the Fourth CMS Contribution Agreement and the
Fifth CMS Contribution Agreement, and (ii) Liens and encumbrances of
carriers, warehousemen, mechanics and materialmen incurred in the ordinary
course of business for sums not yet due or which are being contested in good
faith by appropriate proceedings.


 


“Permitted Securities” means any
of the following:


 


(i)                                     Direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged, Federal Home Loan Mortgage Corporation
participation certificates, Federal National Mortgage Association mortgage
pass-through certificates or Government National Mortgage Association mortgage
pass-through certificates;


 


(ii)                                  Short-term
commercial paper issued by any corporation organized under the laws of the
United States of America or any state thereof, rated at least “A-1” (or the
then-equivalent grade) by S&P or “P-1” (or the then-equivalent grade) by
Moody’s; provided that the aggregate Market Value
of all commercial paper owned by the Company and issued by any Person shall not
exceed 10% of the aggregate Market Value of all Permitted Securities (other
than cash) owned by the Company;


 


(iii)                               Debt
of any Person organized under the laws of the United States of America or any
state thereof that is not IMS Health or an Affiliate of IMS Health, rated at
least “AA-” (or the then-equivalent grade) by S&P or “Aa3” (or the
then-equivalent grade) by Moody’s; provided, that
the aggregate Market Value of all such Debt owned by the Company and issued by
any Person shall not exceed 10% of the aggregate Market Value of all Permitted
Securities (other than cash) owned by the Company;


 


(iv)                              Unsubordinated
Debt issued by IMS Health or unsubordinated Debt issued by an Affiliate of IMS
Health if (and only if) such Debt is unconditionally guaranteed by IMS Health
on an unsubordinated basis (other than


 


18





















 


Demand Loans and IMS Health Guaranteed Demand Loans); provided, that IMS Health has agreed to register such debt
under the Securities Act upon the request of the holder of such debt and such
agreement inures to the benefit of any subsequent holder of such debt;


 


(v)                                 Any
long-term obligation of IMS Health or an Affiliate of IMS Health, guaranteed by
IMS Health, to the Company Subsidiary, with a fixed term of no less than 15
years and a fixed or floating market rate of interest (each a “Term Note to Spartan”); or


 


(vi)                              Money
market mutual funds, provided that,
any such money market fund invests only in Cash Equivalents and/or Permitted
Securities described in any of subparagraphs (i) through (iv) above and/or
repurchase agreements backed by securities described in subparagraph (i)
above, and provided further that, the aggregate value
of the Permitted Securities described in this subparagraph (vi) and held by the
Company at any given time does not exceed $15,000,000.


 


“Permitted Transfer” has the
meaning set forth in Section 10.02 hereof.


 


“Permitted Transferee” has the
meaning set forth in Section 10.02 hereof.


 


“Person” means any
individual, partnership (whether general or limited and whether domestic or
foreign), limited liability company, corporation, trust, estate, association,
custodian, nominee or other entity.


 


“Priority Return” means,
with respect to each Class A Member in its capacity as a Class A
Member hereunder (or as a Class A Limited Partner under the Partnership
Agreement, as applicable), as of any date of determination, an amount
calculated as the sum of (x) 2.9235%
per annum, accruing daily on a 30/360
basis and cumulative from July 1, 2003 to such date of determination, of
the Unrecovered Capital of such Class A Member on each such day of
accrual, and (y) 3.9235% per annum
accruing daily on a 30/360 basis and cumulative from July 1, 2003 to such
date of determination, and compounded quarterly, of each amount not distributed
to such Class A Member hereunder (or to such Class A Member in its
capacity as a Class A Limited Partner under the Partnership Agreement)
when required pursuant to Section 4.01(a) hereof (or Section 4.01(a)
of the Partnership Agreement, as applicable) (without regard to whether there
was on any given distribution date Cash Available for Distribution) or
Section 10.08(b)(ii) hereof (or Section 10.08(b)(ii) of the
Partnership Agreement, as applicable) during the period from the date such
distribution was thus required to be made to the date such distribution is
made, or if such distribution is not yet made, to the date of determination.  In each instance where this Agreement
requires (or the Partnership Agreement required) that the Priority Return be
determined for a period less than the period beginning on July 1, 2003 and
ending on the date of determination, such determination shall be made by substituting
the first day of such lesser period for July 1, 2003 in the preceding
sentence.  For purposes of calculating
the Priority Return, “30/360
basis” means a 360-day year comprised of twelve 30-day months.


 


19





















 


“Profits”
and “Losses” means, for each Allocation
Year, an amount equal to the Company’s taxable income or loss for such
Allocation Year, determined in accordance with Code Section 703(a) (for
this purpose, all items of income, gain, loss, or deduction required to be
stated separately pursuant to Code Section 703(a)(1) shall be included in
taxable income or loss), with the following adjustments:


 


(i)                                     Any
income of the Company that is exempt from federal income tax and not otherwise
taken into account in computing Profits or Losses pursuant to this definition
of “Profits” and “Losses” shall be added to such taxable income or loss;


 


(ii)                                  Any
expenditures of the Company described in Code Section 705(a)(2)(B) or
treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations
Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in
computing Profits or Losses pursuant to this definition of “Profits” and “Losses”
shall be subtracted from such taxable income or loss;


 


(iii)                               In
the event the Gross Asset Value of any Company asset is adjusted pursuant to
subparagraphs (ii) or (iii) of the definition of Gross Asset Value, the
amount of such adjustment shall be taken into account as gain or loss from the
disposition of such asset for purposes of computing Profits or Losses;


 


(iv)                              Gain
or loss resulting from any disposition of Property with respect to which gain
or loss is recognized for federal income tax purposes shall be computed by
reference to the Gross Asset Value of the property disposed of, notwithstanding
that the adjusted tax basis of such property differs from its Gross Asset
Value;


 


(v)                                 In
lieu of the depreciation, amortization, and other cost recovery deductions
taken into account in computing such taxable income or loss, there shall be
taken into account Depreciation for such Allocation Year, computed in
accordance with the definition of Depreciation;


 


(vi)                              To
the extent an adjustment to the adjusted tax basis of any Company asset
pursuant to Code Section 734(b) is required, pursuant to Regulations
Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining
Capital Accounts as a result of a distribution other than in liquidation of a
Member’s Interest, the amount of such adjustment shall be treated as an item of
gain (if the adjustment increases the basis of the asset) or loss (if the
adjustment decreases such basis) from the disposition of such asset and shall
be taken into account for purposes of computing Profits or Losses; and


 


(vii)                           Notwithstanding
anything to the contrary in subparagraphs (i) through (vi) above, any
items which are described in Section 3.03 hereof or specially allocated
pursuant to Sections 3.04 or 3.05 hereof shall not be taken into account
in computing Profits or Losses.


 


20





















 


The amounts of the items of Company income, gain, loss
or deduction available to be specially allocated pursuant to
Sections 3.03, 3.04 and 3.05 hereof shall be determined by applying rules
analogous to those set forth in subparagraphs (i) through (vi) above.


 


“Property” means all
real and personal property acquired by the Company, including cash, and any
improvements thereto, and shall include both tangible and intangible property.


 


“Purchase Date”
has the meaning set forth in Section 8.02(e) hereof.


 


“Purchase Option” has the
meaning set forth in Section 14.03(a) hereof.


 


“Purchase Price”
has the meaning set forth in Section 14.03(b) hereof.


 


“Regulations”
means the Income Tax Regulations, including Temporary Regulations, promulgated
under the Code, as such regulations are amended, modified or supplemented from
time to time.


 


“Regulatory Allocations” has the
meaning set forth in Section 3.05 hereof.


 


“Responsible Officers”
has the meaning set forth in Section 5.04(b) hereof.


 


“Retirement Date”
has the meaning set forth in Section 10.08(b)(iii) hereof.


 


“Retirement Notice”
has the meaning set forth in Section 10.08(a)(ii) hereof.


 


“S&P” means
Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or any
successor by merger or consolidation into its business that is a national
statistical rating organization.


 


“Second CMS Contribution Agreement” means that
certain Contribution Agreement dated as of January 1, 1997 between CMS and
the Partnership pursuant to which CMS contributed the assets described therein
to the Partnership.


 


“Second IMS Health Guaranty” has the
meaning set forth in Section 10.02 hereof.


 


“Secondary Return” means,
with respect to each of the Managing Member and the Class B Members (or
their respective predecessors in interest as partners in the Partnership prior
to the Conversion) as of any date of determination, an amount equal to 5.8% per annum, accruing daily on a 30/360 basis and cumulative
and compounded quarterly from July 1, 2003 to such date of determination,
of the Unrecovered Capital of such Member (or its predecessor in interest as a
partner in the Partnership prior to the Conversion) on each such day of
accrual.  In each instance where this
Agreement requires (or the Partnership Agreement required) that the Secondary
Return be determined for a period less than the period beginning on
July 1, 2003 and ending on the date of determination, such determination
shall be made by substituting the first day of such lesser period for
July 1, 2003 in the preceding sentence. 
For purposes of calculating the


 


21























 


Secondary Return, “30/360 basis” means a 360-day year
comprised of twelve 30-day months.


 


“Service” means the
United States Internal Revenue Service.


 


“Tax Matters Partner”
has the meaning set forth in Section 8.03(a)(i) hereof.


 


“Term Note to Spartan” has the
meaning set forth in subparagraph (v) of the definition of “Permitted
Securities.”


 


“Third CMS Contribution Agreement” means that
certain Contribution Agreement, dated as of April 29, 1998, between CMS
and the Partnership pursuant to which CMS contributed the assets described
therein to the Partnership.


 


“Transfer”
means, with respect to all or any portion of an Interest, as a noun, any
voluntary or involuntary transfer, sale, pledge or other disposition and, as a
verb, voluntarily or involuntarily to transfer, sell, pledge or otherwise
dispose of.


 


“Unrecovered Capital”
means, for any Member as of any date, the remainder, if any, of (i) the
sum of the balance in such Member’s Capital Account (or the Capital Account of
its predecessor in interest) as of June 16, 1997 plus
the value of all Additional Capital Contributions made by such Member or its
predecessor in interest as a partner of the Partnership, minus
(ii) the cumulative amount of money and the Gross Asset Value of any
Property (other than money) distributed to such Member (or its predecessor in
interest) pursuant to Section 10.08(b) hereof or Section 10.08(b) of
the Partnership Agreement, as applicable, (other than pursuant to
Section 10.08(b)(ii) hereof or Section 10.08(b)(ii) of the Partnership
Agreement, as applicable) as of such date. 
Unrecovered Capital for each Member as of the date hereof is as
follows:  $650,000 for Utrecht;
$99,350,000 for Edam; $13,630,385 for IMS AG; $890,257,876 for CMS; and $10,056,512 for IMS Health.


 


“Utrecht”
means, Utrecht-America Finance Co., a Delaware corporation.


 


“Voluntary Bankruptcy”
has the meaning set forth in the definition of “Bankruptcy.”


 


“Wholly Owned Affiliate”
of any Person means (i) an Affiliate of such Person 100% of the capital
stock (or its equivalent in the case of entities other than corporations) of
which is owned beneficially by such Person, directly, or indirectly through one
or more Wholly Owned Affiliates, or by any Person who, directly or indirectly,
owns beneficially 100% of the capital stock (or its equivalent in the case of
entities other than corporations) of such Person, and (ii) an Affiliate of
such Person who, directly or indirectly, owns beneficially 100% of the capital
stock (or its equivalent in the case of entities other than corporations) of
such Person; provided that, for purposes of
determining the ownership of the capital stock of any Person, de minimis amounts of stock held by directors, nominees
and similar persons pursuant to statutory or regulatory requirements shall not
be taken into account.


 


22





















 


 


SECTION 1.11.  Other Terms.


 


Unless the content shall require otherwise:


 


(a)                                  Words importing the singular number or plural
number shall include the plural number and singular number respectively;


 


(b)                                 Words importing the masculine gender shall include
the feminine and neuter genders and vice versa;


 


(c)                                  Reference to “include,” “includes,” and “including”
shall be deemed to be followed by the phrase “without limitation;”


 


(d)                                 Reference in this Agreement to “herein,” “hereby”
or “hereunder”, or any similar formulation, shall be deemed to refer to this
Agreement as a whole, including the Exhibits; and


 


(e)                                  Reference in this Agreement to the “Company” shall
also be deemed to refer to the “Partnership” in respect of any period of time
prior to the Conversion.


 


ARTICLE II

MEMBERS’ CAPITAL CONTRIBUTIONS


 


SECTION
2.01.  [Intentionally Omitted]


 


SECTION
2.02.  Additional Capital Contributions.


 


(a)                                  In general. Each IMS Health Member may contribute from time
to time such additional cash or other property as it may determine; provided that, any Capital Contribution of property made by
such Member pursuant to this Section 2.02 shall consist of Permitted
Assets other than Leased Assets.


 


(b)                                 Managing Member.  The
Managing Member shall make Additional Capital Contributions in cash from time
to time if, and to the extent, necessary to maintain for itself a Percentage
Interest equal to not less than one percent (1%).


 


(c)                                  Initial Gross Asset Value.  The
initial Gross Asset Value of any Property (other than cash) contributed
pursuant to this Section 2.02 or pursuant to Section 2.02 of the
Partnership Agreement shall be determined as follows:


 


(i)                                     Loans.  The initial Gross Asset Value of any loan shall
be equal to its par value plus accrued
interest, if any;


 


(ii)                                  Cash Equivalents.  The initial Gross Asset Value of any Cash
Equivalent shall be equal to its face value, less
unamortized discount and plus
unamortized premium, if any;


 


23





















 


(iii)                               Permitted Securities.  The initial Gross Asset Value of any
Permitted Security shall be equal to its Market Value.


 


SECTION
2.03.  Obligations Under Contribution
Agreements.


 


(a)                                  Any payment required to be made by CMS pursuant to
any indemnification provision of the CMS Additional Contribution Agreement, the
Second CMS Contribution Agreement, the Third CMS Contribution Agreement, the
Fourth CMS Contribution Agreement or the Fifth CMS Contribution Agreement, as
the case may be, shall be treated for income tax purposes as a contribution to
the Company by CMS so long as CMS or an Affiliate thereof, as the case may be,
is a Member at the time of payment; provided, however,
that (i) such payments will not be treated as a contribution for purposes
of determining the Capital Account, Percentage Interest, Capital Contribution
or Unrecovered Capital of any Member, and (ii) to the extent that any
payment is required to be made to the Company by CMS pursuant to any indemnification
provision of the CMS Additional Contribution Agreement, the Second CMS
Contribution Agreement, the Third CMS Contribution Agreement, the Fourth CMS
Contribution Agreement or the Fifth CMS Contribution Agreement, as the case may
be, and such payment is either indemnity for the payment by the Company of an
item that is deductible for income tax purposes or results in an increase in
the basis of any Company asset that is depreciable, amortizable, or subject to
cost recovery, any such deduction or cost recovery allowance shall not be taken
into account in determining Profits, Losses or other items of deduction or loss
allocable pursuant to Article III hereof, but shall be specially allocated
to CMS for income tax purposes, and such special allocation shall not affect
the Capital Account, Percentage Interest, Capital Contribution or Unrecovered
Capital of any Member.


 


(b)                                 In the event any payment is required to be made by
the Company to CMS to return any payment received by it from CMS pursuant to
any indemnification provision of the CMS Additional Contribution Agreement, the
Second CMS Contribution Agreement, the Third CMS Contribution Agreement, the
Fourth CMS Contribution Agreement or the Fifth CMS Contribution Agreement, as
the case may be, such payment shall be treated for income tax purposes as a
distribution by the Company to CMS so long as CMS or an Affiliate thereof, as
the case may be, is a Member at the time of receipt of payment; provided, however, that
(i) such payment will not be treated as a distribution for purposes of
determining the Capital Account, Percentage Interest, Capital Contribution or
Unrecovered Capital of any Member, and (ii) to the extent that any payment
is required to be made by the Company to CMS to return any payment received by
it from CMS pursuant to any indemnification provision of the CMS Additional
Contribution Agreement, the Second CMS Contribution Agreement, the Third CMS
Contribution Agreement, the Fourth CMS Contribution Agreement or the Fifth CMS
Contribution Agreement, as the case may be, and such payment is indemnity for
the receipt by the Company of an item that constitutes income for income tax
purposes, such income shall not be taken into account in determining Profits,
Losses or other items of income or gain allocable pursuant to Article III
hereof, but shall be specially allocated to CMS for income tax purposes, and
such special allocation shall not affect the Capital Account, Percentage
Interest, Capital Contribution or Unrecovered Capital of any Member.


 


24





















 


SECTION 2.04.  Other Matters.


 


(a)                                  Except as otherwise provided in
Section 10.08, Articles XII and XIV hereof, no Member shall demand or
receive a return of its Capital Contributions or withdraw from the Company without
the consent of all Members.  Under circumstances requiring a return of any
Capital Contributions, no Member shall have the right to receive Property other
than cash except as may be specifically provided in this Agreement.


 


(b)                                 Except as otherwise provided in
Section 11.02(a) hereof, the Members hereby agree that notwithstanding the
occurrence as to any Member of an event that is one of the events set forth in
Section 18-304 of the Act, such Member shall not cease to be a Member of
the Company.


 


(c)                                  No Member shall receive any interest or draw with
respect to its Capital Contributions or its Capital Account, except as
otherwise provided in this Agreement.


 


(d)                                 The Members shall not be liable for the debts,
liabilities, contracts or any other obligations of the Company.  Except as
otherwise provided by mandatory provisions of applicable state law and
Section 2.02(b) hereof and except with respect to the obligation of any
Member to return to the Company a distribution made to such Member in violation
of the Act at a time when such Member knew the distribution would violate the
Act, no Member shall be required to lend any funds to the Company or to make
any additional Capital Contributions to the Company.  The Managing Member
shall not have any personal liability for any repayment of any Capital
Contributions of any Member.


 


25





















 


SECTION
2.05.  Capital Accounts and Percentage
Interests.


 


The Capital Accounts and Percentage Interests of each
Member as of the Closing Date, which give effect to (a) all Capital
Contributions made prior to the Closing Date as well as (b) the
Class B Transfer, are as follows:


 


	
  Name

  	
   

  	
  Closing Date

  Capital Account

  	
   

  	
  Percentage

  Interest

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IMS AG

  	
   

  	
  $

  	
  17,582,425

  	
   

  	
  1.503

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Utrecht-America Finance Co.

  	
   

  	
  $

  	
  660,686 

  	
   

  	
  0.056 

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Edam, L.L.C.

  	
   

  	
  $

  	
  100,983,590

  	
   

  	
  8.634

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Coordinated Management Systems, Inc.

  	
   

  	
  $

  	
  1,038,658,558

  	
   

  	
  88.806

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IMS Health Incorporated

  	
   

  	
  $

  	
  11,695,811

  	
   

  	
  1.000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  1,169,581,070

  	
   

  	
  100.000

  	
  %

  



 


ARTICLE III
ALLOCATIONS


 


SECTION 3.01.  Profits


 


After giving effect to the special allocations set
forth in Sections 3.04 and 3.05 hereof, but before giving effect to the
special allocations set forth in Section 3.03 hereof, Profits for any Allocation
Year shall be allocated in the following order and priority, in accordance with
the provisions in Section 3.09 hereof:


 


(a)                                  First, 100% to the Class A Members in proportion
to and to the extent of an amount equal to the remainder, if any, of
(i) the cumulative Priority Return of each Class A Member from
July 1, 2003 through the last day of such Allocation Year, minus (ii) the cumulative Profits allocated to such
Class A Member pursuant to this Section 3.01(a) for all prior Allocation
Years;


 


(b)                                 Second, 100% to the Managing Member and the
Class B Members in proportion to and to the extent of an amount equal to
the remainder, if any, of (i) the


 


26





















 


cumulative Secondary Return of each such Member from July 1, 2003
through the last day of such Allocation Year, minus
(ii) the cumulative Profits allocated to such Member pursuant to this
Section 3.01(b) for all prior Allocation Years;


 


(c)                                  [Intentionally omitted]


 


(d)                                 Third, 100% to the Class A Members in proportion
to and to the extent of an amount equal to the remainder, if any, of
(i) the sum of (A) the cumulative Losses allocated to each Class A
Member pursuant to Section 3.02(c) hereof for all prior Allocation Years,
and (B) the cumulative items of loss allocated to such Class A Member
pursuant to Section 3.03(b)(iii) hereof for all prior Allocation Years, minus (ii) the sum of 
(A) the cumulative Profits allocated to such Class A Member
pursuant to this Section 3.01(d) for all prior Allocation Years, and (B)
the cumulative items of gain allocated to such Class A Member pursuant to
Section 3.03(a)(ii) hereof for all prior Allocation Years;


 


(e)                                  Fourth, 99% to the Managing Member and the
Class B Members in proportion to their Percentage Interests and 1% to the
Class A Members in proportion to their Percentage Interests, to the extent
of an amount equal to the remainder, if any, of (i) the sum of
(A) the cumulative Losses allocated to each such Member pursuant to
Section 3.02(b) hereof for all prior Allocation Years, and (B) the
cumulative items of loss allocated to such Member pursuant to
Section 3.03(b)(ii) hereof for all prior Allocation Years, minus (ii) the sum of (A) the cumulative Profits
allocated to such Member pursuant to this Section 3.01(e) for all prior
Allocation Years, and (B) the cumulative items of gain allocated to such
Member pursuant to Section 3.03(a)(iii) hereof for all prior Allocation
Years; and


 


(f)                                    Fifth, the balance, if any, 99% to the Managing
Member and the Class B Members in proportion to their Percentage Interests
and 1% to the Class A Members in proportion to their Percentage Interests.


 


SECTION 3.02.  Losses


 


After giving effect to the special allocations set
forth in Sections 3.04 and 3.05 hereof, but before giving effect to the special
allocations set forth in Section 3.03 hereof, Losses for any Allocation Year
shall be allocated in the following order and priority, subject to the
limitations in Section 3.06 hereof and in accordance with the provisions
in Section 3.09 hereof:


 


(a)                                  First, to the Members in proportion to and to the
extent of an amount equal to the remainder, if any, of (i) the sum of
(A) the cumulative Profits allocated to each such Member pursuant to
Section 3.01(f) hereof for all prior Allocation Years, and (B) the cumulative
items of gain allocated to such Member pursuant to Section 3.03(a)(iv)
hereof for all prior Allocation Years, minus
(ii) the sum of (A) the cumulative Losses allocated to such Member
pursuant to this Section 3.02(a) for all prior Allocation Years, and
(B) the cumulative items of loss allocated to such Member pursuant to
Section 3.03(b)(i) hereof for all prior Allocation Years;


 


27





















 


(b)                                 Second, 99% to the Managing Member and the
Class B Members in proportion to their Percentage Interests and 1% to the
Class A Members in proportion to their Percentage Interests until the
Capital Account of the Managing Member and the Class B Members is equal to
zero; and


 


(c)                                  Third, 100% to the Class A Members in proportion
to their Percentage Interests until the Capital Account of each Class A
Member is equal to zero.


 


SECTION
3.03.  Special Gain and Loss Allocations.


 


After giving effect to the special allocations set
forth in Sections 3.04 and 3.05 hereof and the allocations of Profits or
Losses set forth in Sections 3.01 or 3.02 hereof, as the case maybe,
certain gains and losses shall be specially allocated as follows, in accordance
with the provisions in Section 3.09 hereof:


 


(a)                                  Special Gain Allocations.   In the event that in any Allocation Year the
aggregate items of gain realized or deemed to be realized by the Company from
the sale, disposition or adjustment to the Gross Asset Values of Permitted
Assets is greater than the aggregate items of loss realized or deemed to be
realized by the Company from the sale, disposition or adjustment to the Gross
Asset Values of Permitted Assets, items of gain equal to such excess shall be
specially allocated as follows:


 


(i)                                     [Intentionally omitted]


 


(ii)                                  First, 100% to the Class A Members in
proportion to and to the extent of an amount equal to the remainder, if any, of
(i) the sum of (A) the cumulative Losses allocated to each
Class A Member pursuant to Section 3.02(c) hereof for the current and all
prior Allocation Years, and (B) the cumulative items of loss allocated to
such Class A Member pursuant to Section 3.03(b)(iii) hereof for all
prior Allocation Years, minus
(ii) the sum of (A) the cumulative Profits allocated to such Member
pursuant to Section 3.01(d) hereof for the current and all prior Allocation
Years, and (B) the cumulative items of gain allocated to such Class A
Member pursuant to this Section 3.03(a)(ii) for all prior Allocation
Years;


 


(iii)                               Second, 99% to the Managing Member and the
Class B Members in proportion to their Percentage Interests and 1% to the
Class A Members in proportion to their Percentage Interests, to the extent
of an amount equal to the remainder, if any, of (i) the sum of
(A) the cumulative Losses allocated to each such Member pursuant to Section 3.02(b)
hereof for the current and all prior Allocation Years, and (B) the
cumulative items of loss allocated to such Member pursuant to
Section 3.03(b)(ii) hereof for all prior Allocation Years, minus (ii) the sum of (A) the cumulative Profits
allocated to such Member pursuant to Section 3.01(e) hereof for the current and
all prior Allocation years, and (B) the cumulative items of gain allocated
to such Member pursuant to this Section 3.03(a)(iii) for all prior
Allocation Years; and


 


28





















 


(iv)                              Third, the balance, if any, 5% to the Managing
Member, 1% to the Class A Members in proportion to their Percentage
Interests, and 94% to the Class B Members in proportion to their
Percentage Interests.


 


(b)                                 Special Loss Allocations.  In the
event that in any Allocation Year the aggregate items of loss realized or
deemed to be realized by the Company from the sale, disposition or adjustment
to the Gross Asset Values of Permitted Assets is greater than the aggregate
items of gain realized or deemed to be realized by the Company from the sale,
disposition or adjustment to the Gross Asset Values of Permitted Assets, items
of loss equal to such excess shall be specially allocated as follows:


 


(i)                                     First, to the Members, in proportion to and to the
extent of any amount equal to the remainder, if any, of (i) the sum of
(A) the cumulative Profits allocated to such Member pursuant to
Section 3.01(f) hereof for the current and all prior Allocation Years, and
(B) the cumulative items of gain allocated to such Member pursuant to
Section 3.03(a)(iv) hereof for all prior Allocation Years, minus
(ii) the sum of (A) the cumulative Losses allocated to such Member
pursuant to Section 3.02(a) hereof for the current and all prior Allocation Years,
and (B) the cumulative items of loss allocated to such Member pursuant to
this Section 3.03(b)(i) for all prior Allocation Years;


 


(ii)                                  Second, 99% to the Managing Member and the
Class B Members in proportion to their Percentage Interests and 1% to the
Class A Members in proportion to their Percentage Interests until the
Capital Account of the Managing Member and the Class B Members are equal
to zero; and


 


(iii)                               Third, 100% to the Class A Members in
proportion to their Percentage Interests until the Capital Account of each Class A
Member is equal to zero.


 


SECTION
3.04.  Other Special Allocations.


 


The following special allocations shall be made in the
following order:


 


(a)                                  Minimum Gain Chargeback.  Except as
otherwise provided in Regulations Section 1.704-2(f), notwithstanding any
other provision of this Article III, if there is a net decrease in Company
Minimum Gain during any Allocation Year, each Member shall be specially
allocated items of Company income and gain for such Allocation Year (and, if necessary,
subsequent Allocation Years) in an amount equal to such Member’s share of the
net decrease in Company Minimum Gain, determined in accordance with Regulations
Section 1.704-2(g).  Allocations
pursuant to the previous sentence shall be made in proportion to the respective
amounts required to be allocated to each Member pursuant thereto.  The items to be so allocated shall be
determined in accordance with Regulations Sections 1.704-2(f)(6) and
1.704-2(j)(2).  This Section 3.04(a)
is intended to comply with the minimum gain chargeback requirement in
Regulations Section 1.704-2(f) and shall be interpreted consistently
therewith.


 


29





















 


(b)                                 Member Minimum Gain Chargeback.  Except as
otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding
any other provision of this Article III, if there is a net decrease in
Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt
during any Allocation Year, each Member who has a share of the Member
Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt,
determined in accordance with Regulations Section 1.704-2(i)(5), shall be
specially allocated items of Company income and gain for such Allocation Year
(and, if necessary, subsequent Allocation Years) in an amount equal to such
Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain
attributable to such Member Nonrecourse Debt, determined in accordance with
Regulations Section 1.704-2(i)(4). 
Allocations pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be allocated to each Member
pursuant thereto.  The items to be so
allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4)
and 1.704-2(j)(2).  This Section 3.04(b)
is intended to comply with the minimum gain chargeback requirement in
Regulations Section 1.704-2(i)(4) and shall be interpreted consistently
therewith.


 


(c)                                  Qualified Income Offset.  In the event any Member unexpectedly
receives any adjustments, allocations, or distributions described in
Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or
1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of Company income and gain
shall be specially allocated to such Member in an amount and manner sufficient
to eliminate, to the extent required by the Regulations, the Adjusted Capital
Account Deficit of such Member as quickly as possible, provided
that an allocation pursuant to this Section 3.04(c) shall be made only if
and to the extent that such Member would have an Adjusted Capital Account
Deficit after all other allocations provided for in this Article III have
been tentatively made as if this Section 3.04(c) were not in the
Agreement.


 


(d)                                 Gross Income Allocation.  In the event any Member has a deficit
Capital Account at the end of any Allocation Year, such Member shall be
specially allocated items of Company income and gain in the amount of such
deficit as quickly as possible; provided that an allocation pursuant to this Section 3.04(d)
shall be made only if and to the extent that such Member would have a deficit
Capital Account after all other allocations provided for in this
Article III have been made as if Section 3.04(c) hereof and this
Section 3.04(d) were not in the Agreement.


 


(e)                                  Nonrecourse Deductions. 
Nonrecourse Deductions for any Allocation Year shall be specially
allocated 100% to the Managing Member and the Class B Members in proportion to
their Percentage Interests.


 


(f)                                    Member Nonrecourse Deductions.  Any Member
Nonrecourse Deductions for any Allocation Year shall be specially allocated to
the Member who bears the economic risk of loss with respect to the Member
Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable
in accordance with Regulations Section 1.704-2(i)(1).


 


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(g)                                 Section 754 Adjustments.  To the
extent an adjustment to the adjusted tax basis of any Company asset pursuant to
Code Section 734(b) or Code Section 743(b) is required pursuant to
Regulations Section 1.704-1(b)(2)(iv)(m)(2) or
1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining
Capital Accounts as the result of a distribution to a Member in complete
liquidation of its Interest, the amount of such adjustment to Capital Accounts
shall be treated as an item of gain (if the adjustment increases the basis of
the asset) or loss (if the adjustment decreases such basis) and such gain or
loss shall be specially allocated to the Members in accordance with their
interests in the Company in the event Regulations
Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to
whom such distribution was made in the event Regulations
Section 1.704-1(b)(2)(iv)(m)(4) applies.


 


(h)                                 Allocations Relating to Taxable
Issuance of Company Interests.  Any income, gain, loss or deduction realized
as a direct or indirect result of the issuance of an Interest by the Company to
a Member other than pursuant to Code Section 707(a)(2) (the “Issuance Items”) shall be allocated
among the Members so that, to the extent possible, the net amount of such
Issuance Items, together with all other allocations under this Agreement to
each Member, shall be equal to the net amount that would have been allocated to
each such Member if the Issuance Items had not been realized.


 


SECTION
3.05.  Curative Allocations.


 


The allocations set forth in Sections 3.04(a),
3.04(b), 3.04(c), 3.04(d), 3.04(e), 3.04(f), 3.04(g) and 3.06 hereof (the “Regulatory Allocations”) are
intended to comply with certain requirements of the Regulations.  It is
the intent of the Members that, to the extent possible, all Regulatory
Allocations shall be offset either with other Regulatory Allocations or with
special allocations of other items of Company income, gain, loss or deduction pursuant
to this Section 3.05.  Therefore, notwithstanding any other provision
of this Article III (other than the Regulatory Allocations), the Managing
Member shall make such offsetting special allocations of Company income, gain,
loss or deduction in whatever manner it determines appropriate so that, after
such offsetting allocations are made, each Member’s Capital Account balance is,
to the extent possible, equal to the Capital Account balance such Member would
have had if the Regulatory Allocations were not part of the Agreement and all
Company items were allocated pursuant to this Article III without regard to the
Regulatory Allocations.


 


SECTION 3.06.  Loss Limitation.


 


The Losses allocated pursuant to Section 3.02
hereof and the items of loss or deduction allocated pursuant to
Sections 3.03, 3.04 and 3.05 hereof shall not exceed the maximum amount of
Losses and items of loss or deduction that can be so allocated without causing
any Member to have an Adjusted Capital Account Deficit at the end of any Allocation
Year.   All Losses and items of loss
or deduction in excess of the limitation set forth in this Section 3.06
shall be allocated first to the Managing Member and the Class B Members so as
to allocate proportionately the maximum permissible Losses and items of loss
and deduction to each such Member under Regulation Section 1.704-1(b)(2)(ii)(d)
and then to the Class A Members so as to allocate proportionately the maximum
permissible Losses and items of loss and deduction to each such Member under
Regulation Section 1.704-1(b)(2)(ii)(d).


 


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SECTION
3.07.  Other Allocation Rules.


 


(a)                                  Profits, Losses and any other items of income,
gain, loss or deduction shall be allocated to the Members pursuant to this
Article III as of the last day of each Fiscal Year; provided
that Profits, Losses and such other items shall also be allocated at such times
as are required by Section 10.08(b) hereof and at such other times as the
Gross Asset Values of Property are adjusted pursuant to subparagraph (ii)
of the definition of Gross Asset Value in Section 1.10 hereof.


 


(b)                                 In any cases in which it is necessary to determine
the Profits, Losses, or any other items allocable to any period, Profits,
Losses, and any such other items shall be determined on a daily, monthly, or
other basis, as determined by the Managing Member using any permissible method
under Code Section 706 and the Regulations thereunder.


 


(c)                                  The Members hereby agree to be bound by the
provisions of this Article III in reporting their shares of Company income
and loss for income tax purposes, except to the extent otherwise required by
law.


 


(d)                                 Solely for purposes of determining a Member’s
proportionate share of the “excess nonrecourse liabilities” of the Company
within the meaning of Regulations Section 1.752-3(a)(3), the Members’ interests
in Company profits are as follows: 100% to the Managing Member and the Class B
Members in proportion to their Percentage Interests.


 


SECTION
3.08.  Tax Allocations:  Code
Section 704(c).


 


In accordance with Code Section 704(c) and the
applicable Regulations thereunder, income, gain, loss, and deduction with
respect to any property contributed to the capital of the Company shall, solely
for tax purposes, be allocated among the Members so as to take account of any
variation between the adjusted basis of such property to the Company for
federal income tax purposes and its initial Gross Asset Value (computed in
accordance with the definition of Gross Asset Value in Section 1.10 hereof).


 


In the event the Gross Asset Value of any Company
asset is adjusted pursuant to subparagraph (iv) of the definition of Gross
Asset Value in Section 1.10 hereof, subsequent allocations of income,
gain, loss, and deduction with respect to such asset shall take account of any
variation between the adjusted basis of such asset for federal income tax
purposes and its Gross Asset Value in the same manner as under Code
Section 704(c) and the applicable Regulations thereunder.


 


Any elections or other decisions relating to such
allocations shall be made by the Managing Member in any manner that reasonably
reflects the purpose and intention of this Agreement, including the election of
an allocation method permitted by the Regulations under Code
Section 704(c).  Allocations pursuant to this Section 3.08 are
solely for purposes of federal, state, and local taxes and shall not affect, or
in any way be taken into account in computing, any Member’s Capital Account or
share of Profits, Losses, other items, or distributions pursuant to any
provision of this Agreement.


 


32





















 


Except as otherwise provided in this Agreement, all
items of Company income, gain, loss, deduction, and any other allocations not
otherwise provided for shall be divided among the Members in the same
proportions as they share Profits or Losses, as the case may be, for the
Allocation Year.


 


SECTION
3.09.  Other Rules Relating to Cumulative
Allocations.


 


For purposes of this Article III, any allocation
that purports to be cumulative in any respect for a designated period of time
and pursuant to a particular section or clause of this Agreement shall be
deemed to also include (without duplication):


 


(a)                                  in respect of the Class A Members, cumulative
allocations to each such Member in its capacity as a Class A Limited
Partner of the Partnership prior to the Conversion for the same designated
period of time and pursuant to the corresponding section or clause of the
Partnership Agreement (or its predecessor provision), it being understood that
the total of (i) the amount allocated to such Class A Member under
such section or clause of this Agreement plus
(ii) the amount allocated to such Class A Member in its capacity as a
Class A Limited Partner under such corresponding section or clause of the
Partnership Agreement is intended to equal the cumulative amount that would
have been allocated to such Class A Member under such section or clause of
this Agreement if this Agreement had been in effect from the beginning of such
period of time;


 


(b)                                 in respect of CMS as a Class B Member, 98.8865%
of the cumulative allocations to such Member in its capacity as a Class B
Limited Partner of the Partnership prior to the Conversion for the same
designated period of time and pursuant to the corresponding section or clause of
the Partnership Agreement (or its predecessor provision), it
being understood that the total of (i) the amount allocated to CMS as a
Class B Member under such section or clause of this Agreement plus (ii) 98.8865% of the amount allocated to CMS in
its capacity as a Class B Limited Partner under such corresponding section
or clause of the Partnership Agreement is intended to equal the cumulative
amount that would have been allocated to CMS as a Class B Member under
such section or clause of this Agreement if this Agreement and the Class B
Transfer had been in effect from the beginning of such period of time;


 


(c)                                  in respect of IMS AG as a Class B
Member, cumulative allocations to such Member in its capacity as the General Partner
of the Partnership prior to the Conversion for the same designated period of
time pursuant to the corresponding section or clause of the Partnership
Agreement (or its predecessor provision), it being
understood that the total of (i) the amount allocated to IMS AG as a
Class B Member under such section or clause of this Agreement plus (ii) the amount allocated to IMS AG in its
capacity as the General Partner under such corresponding section or clause of
the Partnership Agreement is intended to equal the cumulative amount that would
have been allocated to IMS AG as a Class B Member under such section
or clause of this Agreement if this Agreement and the change in status of
IMS AG to a Class B Member had been in effect from the beginning of
such period of time; and


 


33





















 


(d)                                 in respect of IMS Health as the Managing Member, 1.1135%  of the cumulative
allocations to CMS in its capacity as a Class B Limited Partner of the
Partnership prior to the Conversion for the same designated period of time
pursuant to the corresponding section or clause of the Partnership Agreement
(or its predecessor provision), it being
understood that the total of (i) the amount allocated to IMS Health as
Managing Member under such section or clause of this Agreement plus (ii) 1.1135% of the amount
allocated to CMS in its capacity as a Class B Limited Partner under such corresponding
section or clause of the Partnership Agreement is intended to equal the
cumulative amount that would have been allocated to IMS Health as Managing
Member under such section or clause of this Agreement if this Agreement and the
Class B Transfer had been in effect from the beginning of such period of
time.


 


ARTICLE IV

DISTRIBUTIONS


 


SECTION 4.01.  Cash Flow.


 


Except as otherwise provided in Article XII and
Section 4.02 hereof, Cash Available for Distribution shall be distributed
on the last Business Day of each Fiscal Quarter in the following order and
priority:


 


(a)                                  First, 100% to the Class A Members in proportion
to and to the extent of an amount equal to the remainder, if any, of
(i) the cumulative Priority Return of (A) each Class A Member hereunder
and (B) each Class A Member (or its predecessor in interest) in its
capacity as a Class A Limited Partner under the Partnership Agreement, in
each case, from July 1, 2003 through the last Business Day of the Fiscal
Quarter during which such distribution is made minus
(ii) the sum of (A) all prior distributions to such Class A
Member pursuant to this Section 4.01(a) plus
(B) all prior distributions to such Class A Member in its capacity as
a Class A Limited Partner under the Partnership Agreement pursuant to
Section 4.01(a) thereof; and


 


(b)                                 Second, 100% to the Managing Member and the Class B
Members in proportion to and to the extent of an amount equal to the remainder,
if any, of


 


(i)                                     in respect of the Managing Member, (A) the sum
of (1) cumulative Secondary Return of such Member hereunder plus (2) 1.1135% of the
cumulative Secondary Return (as defined in the Partnership Agreement) of CMS in
its capacity as a Class B Limited Partner of the Partnership, in each
case, from July 1, 2003 through the last Business Day of the Fiscal
Quarter during which such distribution is made, minus
(B) the sum of (1) all prior distributions to the Managing Member
pursuant to this Section 4.01(b) plus (2) 1.1135% of all prior distributions to CMS in its capacity as a
Class B Limited Partner under the Partnership Agreement pursuant to
Section 4.01(b) thereof; and


 


(ii)                                  in respect of CMS in its capacity as a
Class B Member, (A) the sum of (1) cumulative Secondary Return
of such Member hereunder plus


 


34





















 


(2) 98.8865% of the
cumulative Secondary Return (as defined in the Partnership Agreement) of CMS in
its capacity as a Class B Limited Partner of the Partnership, in each
case, from July 1, 2003 through the last Business Day of the Fiscal
Quarter during which such distribution is made, minus
(B) the sum of (1) all prior distributions to CMS in its capacity as
a Class B Member pursuant to this Section 4.01(b) plus
(2) 98.8865% of all prior distributions to CMS in its capacity as a
Class B Limited Partner under the Partnership Agreement pursuant to
Section 4.01(b) thereof; and


 


(iii)                               in respect of IMS AG in its capacity as a
Class B Member, (A) the sum of (1) cumulative Secondary Return
of such Member hereunder plus
(2) the cumulative Secondary Return (as defined in the Partnership
Agreement) of IMS AG in its capacity as General Partner of the Partnership,
in each case, from July 1, 2003 through the last Business Day of the
Fiscal Quarter during which such distribution is made, minus
(B) the sum of (1) all prior distributions to IMS AG in its
capacity as a Class B Member pursuant to this Section 4.01(b) plus (2) all prior distributions to IMS AG in its
capacity as General Partner under the Partnership Agreement pursuant to
Section 4.01(b) thereof.


 


SECTION 4.02.  Amounts Withheld.


 


All amounts withheld or required to be withheld
pursuant to the Code or any provision of any state, local or foreign tax law
with respect to any payment, distribution or allocation to the Company or the
Members and treated by the Code (whether or not withheld pursuant to the Code)
or any such tax law as amounts payable by or in respect of the Members or any
Person owning an interest, directly or indirectly, in such Member shall be
treated for all purposes under this Agreement as amounts paid or distributed
pursuant to this Article IV to the Members with respect to which such amount
was withheld.


 


ARTICLE V

MANAGEMENT


 


SECTION
5.01.  Authority of the Managing Member.


 


Subject to the limitations and restrictions set forth
in this Agreement including without limitation those set forth in this
Article V, the Managing Member shall direct the business and affairs of
the Company and in so doing shall manage, control and have all of the rights
and powers which may be possessed by a manager under, and within the meaning
of, the Act.


 


SECTION
5.02.  Right to Rely on the Managing
Member.


 


(a)                                  Any Person dealing with the Company may rely
(without duty of further inquiry) upon a certificate signed by the Managing
Member as to:


 


(i)                                     The
identity of the Managing Member or any Member;


 


35





















 


(ii)                                  The
existence or nonexistence of any fact or facts which constitute a condition
precedent to acts by the Managing Member or which are in any other manner
germane to the affairs of the Company;


 


(iii)                               The
Persons who are authorized to execute and deliver any instrument or document of
the Company; or


 


(iv)                              Any
act or failure to act by the Company or any other matter whatsoever involving
the Company or any Member (in the case of Members other than the Managing
Member, solely with respect to acts, failures to act and other matters under or
in respect of this Agreement).


 


(b)                                 The signature of the Managing Member shall be the
only signature required on behalf of the Company to convey title to any
property owned by the Company, and all of the Members agree that a copy of this
Agreement may be shown to the appropriate parties in order to confirm the same,
and further agree that the signature of the Managing Member shall be the only
signature required on behalf of the Company to enter into any documents
necessary to effectuate this or any other provision of this Agreement. 
All of the Members do hereby appoint the Managing Member as their
attorney-in-fact for the execution of any or all of the documents described in
this Section 5.02(b).


 


SECTION
5.03.  Restrictions on Authority of the
Managing Member.


 


Except as otherwise provided in this Agreement,
without the prior written consent of all of the Members, the Managing Member
shall not have the authority to, and the Managing Member hereby covenants and
agrees that it shall not:


 


(a)                                  Knowingly, do any act in contravention of this
Agreement or, when acting on behalf of the Company, engage in activities
inconsistent with the purposes of the Company;


 


(b)                                 Do any act which would, to the Managing Member’s
knowledge, make it impossible to carry on the ordinary business of the Company;


 


(c)                                  Possess Property, or assign rights in specific
Property, for other than a Company purpose;


 


(d)                                 Perform any act that would, to the Managing Member’s
knowledge, subject any Member to liability in any jurisdiction for the debts or
obligations of the Company;


 


(e)                                  Cause or permit the Company or the Company
Subsidiary to voluntarily take any action with respect to the Company described
in clauses (a)(iii), (b) or (c) of the definition of “Bankruptcy” in
Section 1.10 hereof;


 


(f)                                    Cause or permit the Company or the Company
Subsidiary to incur, assume or obligate itself by contract for any Debt; provided that notwithstanding the foregoing, the Company may
incur trade credit incurred in the ordinary course of the Company’s


 


36





















 


business (for example, legal and accounting fees and expenses) and which
trade credit is not outstanding for more than ninety (90) days; and provided further that, in the event that the Managing Member
has elected pursuant to Section 10.08(a) hereof to cause all or any
portion of the Interests of the Class A Members to be retired, the
Managing Member may cause the Company to borrow from the Company Subsidiary the
funds necessary to make the distributions to the Class A Members required
by Section 10.08(b) hereof;


 


(g)                                 Cause or permit the Company or the Company
Subsidiary to create, incur, assume or permit to exist any Lien upon any
Property other than Permitted Encumbrances;


 


(h)                                 Cause or permit the Company or the Company
Subsidiary to acquire, by purchase, lease or contribution any assets other than
Permitted Assets or any Permitted Asset that is in default at the time of its
acquisition by the Company;


 


(i)                                     Cause or permit the Company or the Company
Subsidiary to make or acquire by contribution any Demand Loan unless
(i) the borrowing evidenced by such Demand Loan has been duly authorized
by all required corporate action, such action has been duly certified by the
secretary or an assistant secretary of the borrower, and such certification has
been delivered to the Company together with certificates as to incumbency and
due authorization of the officers of the borrower authorized to execute and
deliver such Demand Loan (which certified action may be one so taken and
certification may be one so delivered before that acquisition if the certified
action remains in effect at the time of, and is applicable to, that
acquisition), (ii) such Demand Loan is legal, valid, binding and
enforceable in accordance with its terms against the borrower, (iii) the
guaranty by IMS Health with respect to such Demand Loan, if any, (A) has
been duly authorized by all required corporate action, such action has been
duly certified by the secretary or an assistant secretary of IMS Health, and
such certification has been delivered to the Company together with certificates
as to incumbency and due authorization of the officers of IMS Health authorized
to execute and deliver such guaranty (which certified action may be one so
taken and certification may be one so delivered before that acquisition if the
certified action remains in effect at the time of, and is applicable to, that
acquisition), and (B) is legal, valid, binding and enforceable in
accordance with its terms against IMS Health and (iv) IMS Health’s
obligations thereunder or under any guaranty with respect thereto, as the case
may be, rank at least pari passu with
all other unsecured senior Debt of IMS Health;


 


(j)                                     Cause or permit the Company Subsidiary to make a
loan to IMS Health or any other Person approved by the Members evidenced by the
Term Note to Spartan unless (i) the borrowing evidenced by such Note has
been duly authorized by all required corporate action, such action has been
duly certified by the secretary or an assistant secretary of the borrower, and
such certification has been delivered to the Company together with certificates
as to incumbency and due authorization of the officers of the borrower
authorized to execute and deliver such Note (which certified action may be one
so taken and certification may be one so delivered before that loan if the
certified action remains in effect at the time of, and is applicable to, that
loan); and (ii) such Note is legal, valid, binding and enforceable in
accordance with its terms against the borrower;


 


37





















 


(k)                                  Cause or permit the admission of any Member to the
Company other than pursuant to Section 1.01, Article X or
Section 14.03 hereof;


 


(l)                                     Cause or permit the Company or the Company
Subsidiary to legally merge or consolidate with or into any corporation,
limited liability company, business trust or association, real estate
investment trust, common law trust, or unincorporated business (including a
partnership, whether general or limited);


 


(m)                               Cause the Company to distribute any asset other
than as provided in Article IV, Section 10.08 and Article XII
hereof;


 


(n)                                 Cause or permit the Company or the Company
Subsidiary to utilize the CMS Intangible Assets or grant to any Person other
than IMS Health pursuant to the 2003 IMS Health Lease the right to access
the CMS Intangible Assets, in each case in order to develop, distribute or
market products, other than Minor Permitted Uses (as defined in the 2003 IMS
Health Lease); and


 


(o)                                 Cause or permit the Company or the Company
Subsidiary to enter into, permit or consent to any amendment or modification
of, or supplement to, or terminate or waive compliance with any provision of,
the 2003 IMS Health Lease, any Demand Note evidencing any Demand Loan or a Term
Note to Spartan, if any.


 


SECTION
5.04.  Duties and Obligations of the
Managing Member.


 


(a)                                  The Managing Member shall cause the Company to
conduct its business and operations separate and apart from that of any Member
or any of its Affiliates, including, without limitation, (i) segregating
Company assets and not allowing funds or other assets of the Company to be
commingled with the funds or other assets of, held by, or registered in the
name of, any Member or any of its Affiliates, (ii) maintaining books and
financial records of the Company separate from the books and financial records
of any Member and its Affiliates (although the Company may be consolidated with
IMS Health and its Affiliates for financial reporting statement purposes), and
observing all Company procedures and formalities, including, without
limitation, maintaining minutes of Company meetings and acting on behalf of the
Company only pursuant to due authorization of the Members, (iii) causing
the Company to pay its liabilities from assets of the Company, and
(iv) causing the Company to conduct its dealings with third parties in its
own name and as a separate and independent entity.


 


(b)                                 The names and titles of those officers of the
Managing Member who will be responsible
for the management and operations of the Company in accordance with this
Article V (such individuals, the “Responsible
Officers”)
are set forth on Schedule A hereto.  The Responsible Officers listed on
Schedule A shall serve until such time as the Managing Member shall
provide to the Company and each Member a written statement naming other of its
officers as Responsible Officers, and the Managing Member hereby covenants and
agrees that such Responsible Officers shall maintain the separateness of the
Company’s operations and otherwise comply with all of the terms of this
Agreement.


 


(c)                                  The Managing Member shall notify the Members of
the occurrence of any Notice Event described in Section 14.01 or any
Liquidating Event described in Section 12.01 or any


 


38





















 


event which with notice or lapse
of time or both would constitute a Notice Event or Liquidating Event (other
than the event described in Section 14.01(a) hereof) and the action which
the Managing Member has taken or proposes to take with respect thereto,
promptly, but no later than five (5) Business Days, after any Responsible
Officer has actual knowledge of such occurrence.


 


(d)                                 The Managing Member shall take all actions which
may be necessary or appropriate (i) for the continuation of the Company’s
valid existence as a limited liability company and its qualification to do
business under the laws of the State of Delaware and of each other jurisdiction
in which such existence or qualification is necessary to protect the limited
liability of the Members or to enable the Company to conduct the business in
which it is engaged or to perform its obligations under any agreement to which
it is a party, and (ii) for the accomplishment of the Company’s purposes,
including the acquisition, management, maintenance, preservation, and operation
of Permitted Assets in accordance with the provisions of this Agreement and
applicable laws and regulations.  Without
limitation of the foregoing, the Managing Member shall cause the Company and
the Company Subsidiary to maintain all licenses, permits, registrations,
authorizations, use agreements, consents, orders or approvals of governmental
or quasi-governmental agencies and authorities (whether Federal, state, local,
municipal or foreign) necessary to own their respective properties and to
conduct their respective activities in accordance with all applicable laws,
rules, regulations and orders, except where any failure to do so would not have
a Material Adverse Effect.


 


(e)                                  The Managing Member shall devote to the Company
such time as may be necessary for the proper performance of all duties under
this Agreement.


 


(f)                                    Except as otherwise provided in Section 1.09
hereof, the Managing Member shall be under a fiduciary duty to conduct the
affairs of the Company in the best interests of the Company, including, without
limitation, the safekeeping and use of all of the Property and the use thereof
for the exclusive benefit of the Company and will not conduct the affairs of
the Company so as to benefit any other business now owned or hereafter acquired
by any Member if such conduct also produces a detriment to the Company.


 


(g)                                 All distributions or payments to the Members
pursuant to any provision of this Agreement shall be made no later than
3:00 p.m., Eastern Time, on the day of distribution or payment, and, at
the time of any such distribution or payment, the Managing Member shall provide
to the Members a notice identifying the nature of the distribution or payment,
the Section or Sections of this Agreement pursuant to which it is being made
and the amount being distributed or paid pursuant to each such Section.


 


(h)                                 Provided that no Liquidating Event has occurred,
(i) within five (5) Business Days of the Company Subsidiary’s first
acquisition of a Leased Asset, the Managing Member shall cause the Company
Subsidiary to enter into a lease (the “Master Lease”) with IMS
Health or any Affiliate of IMS Health, guaranteed by IMS Health, substantially
in the form attached hereto as Exhibit D
and pursuant to which Leased Assets shall be leased to IMS Health or any of its
Affiliates, and (ii) within five (5) Business Days of the Company
Subsidiary’s acquisition of any Leased Asset, and within ten (10) Business Days
of the termination of the Individual Leasing Record to which any Leased Asset
is subject, the Managing Member shall cause the Company Subsidiary either
(A) to enter into an Individual Leasing Record with respect to such Leased


 


39





















 


Asset or (B) to sell, or
otherwise dispose of such Leased Asset; provided, however,
that the Company Subsidiary shall not enter into any Master Lease or Individual
Leasing Record unless (1) such Master Lease or Individual Leasing Record
has been duly authorized by resolution of the board of directors of the lessee
or by authorization policy duly adopted by the board of directors of the lessee
and such resolution or applicable section of the lessee’s authorization policy,
certified by the secretary or an assistant secretary of the lessee, has been
delivered to the Company or to the Company Subsidiary (which certified
resolution or section of the lessee’s authorization policy may be one so
delivered before entering into such Master Lease or Individual Leasing Record
if that resolution or section of the lessee’s authorization policy remains in
effect at the time of, and is applicable to, that Master Lease or Individual
Leasing Record and is so certified by a secretary or assistant secretary of the
lessee), together with certificates as to incumbency and due authorization of
the officers of the lessee authorized to execute and deliver such Master Lease
or Individual Leasing Record, (2) such Master Lease or Individual Leasing
Record shall not expire before the later of the scheduled termination date of
the 2003 IMS Health Lease, (3) such Master Lease is legal, valid, binding
and enforceable in accordance with its terms against the lessee, and
(4) the aggregate Unamortized Values (as defined in the Master Lease) of
Leased Assets as determined pursuant to the Individual Leasing Records shall
not exceed $300,000,000 at any time; and provided further, however,
that the Company Subsidiary shall not enter into any Master Lease or Individual
Leasing Record with an Affiliate of IMS Health unless (I) IMS Health’s
guaranty with respect thereto has been duly authorized by resolution of the
board of directors of IMS Health or by the authorization policy duly adopted by
the board of directors of IMS Health and such resolution or section of IMS
Health’s authorization policy, certified by the secretary or an assistant
secretary of IMS Health, has been delivered to the Company or Company
Subsidiary (which certified resolution or section of IMS Health’s authorization
policy may be one so delivered before entering into such Master Lease or
Individual Leasing Record if that resolution or section of IMS Health’s
authorization policy remains in effect at the time of, and is applicable to,
that Master Lease or Individual Leasing Record and is so certified by a
secretary or an assistant secretary of IMS Health), together with certificates
as to incumbency and due authorization of the officers of IMS Health authorized
to execute such guaranty, and (II) such guaranty is legal, valid, binding
and enforceable in accordance with its terms against IMS Health.


 


SECTION
5.05.  Indemnification of the Members.


 


(a)                                  Unless otherwise provided in Section 5.05(e)
hereof and subject to Section 5.05(f) hereof, the Company, its receiver or
its trustee (in the case of its receiver or trustee, to the extent of Property)
shall indemnify, save harmless, and pay all Expenses of any Member, any Member’s
partner, any partners, stockholders, officers, directors, employees or agents
of any of them relating to any Expenses incurred by reason of any act performed
or omitted to be performed by any Member, or officer, director, employee or
agent of any Member in connection with the business of the Company.


 


(b)                                 Unless otherwise provided in Section 5.05(e)
hereof and subject to Section 5.05(f) hereof, in the event of any action
by any Member against the Managing Member or officer or director of the
Managing Member, including a Company derivative suit, the Company, its receiver
or its trustee (in the case of a receiver or trustee, to the extent of
Property) shall indemnify, save harmless, and pay all Expenses of the Managing
Member, officer or director


 


40





















 


incurred in the defense of such
action; provided that the Managing Member, officer
or director obtains a favorable final nonappealable judgment in such action.


 


(c)                                  The Company and the Managing Member jointly and
severally covenant and agree, unconditionally, absolutely and irrevocably, to indemnify
and hold harmless each Class A Member from and against any and all
Expenses arising out of or in connection with or by reason of any Person’s
assertion that the liabilities, debts or other obligations of the Company are
liabilities, debts or other obligations of such Class A Member; provided, however, that no such indemnification shall be
required hereunder for any such Expenses resulting from any action taken by
such Class A Member which exposes such Class A Member to liability as
a Member.


 


(d)                                 All indemnities provided for in this Agreement
shall survive the transfer of a Member’s Interest.


 


(e)                                  Sections 5.05(a), 5.05(b) and 5.05(c) hereof
shall be enforced only to the maximum extent permitted by law and no Member
shall be indemnified from any liability for the fraud, willful misconduct, bad
faith, or gross negligence of itself or any of its Affiliates.


 


(f)                                    Indemnification Procedures.


 


(i)                                     In
the event any claim is made by a third party against the Managing Member, any
Member, or any affiliate, officer, director, agent, employee, successor or
assign of any of them (each of them being referred to as an “Indemnitee”), with
respect to an actual or potential liability for which any such Person is
otherwise entitled to be indemnified under any provisions of Sections 5.05(a),
5.05(b), 5.05(c) and 5.05(d) hereof, and any such Person wishes to be
indemnified with respect thereto, such Person shall promptly notify the
appropriate indemnitor(s) as provided in each such section (the “Indemnitor”); provided that the failure of any such Person to notify any
Indemnitor shall not relieve such Indemnitor from any liability which it
otherwise may have to such Person hereunder.


 


(ii)                                  Each
Indemnitee may by notice to the Indemnitor take control of all aspects of the
investigation and defense of all claims asserted against it and may employ
counsel of its choice and at the expense of the Indemnitor; provided that (A) the amount of any settlement such
Indemnitee may enter into must be consented to by the Indemnitor and no
Indemnitee may in connection with any such investigation, defense or
settlement, without the consent of the Indemnitor, require the Indemnitor or
any of its subsidiaries to take or refrain from taking any action (other than
payment of such a settlement amount) or to make any public statement, which
such Person reasonably considers to materially adversely affect its interest,
and (B) such Indemnitee may not take control of any investigation, defense
or settlement which could entail a risk of criminal liability to the Indemnitor
or any of its subsidiaries.  Upon the request of the Indemnitor, each
Indemnitee shall use its best efforts to keep the Indemnitor reasonably
apprised of the status of those aspects of such investigation and defense
controlled by such Indemnitee and shall provide such information with respect
thereto as the Indemnitor may reasonably request.  The Indemnitor shall
cooperate with the Indemnitee in all reasonable respects with respect thereto.


 


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(iii)                               Any
Indemnitor may, by notice to the Indemnitees, take control of all aspects of
the investigation and defense of all claims asserted against it, and may employ
counsel of its choice and at its expense; provided that
(A) no Indemnitor may without the consent of any Indemnitee agree to any
settlement that requires such Indemnitee to make any payment that is not
indemnified hereunder, or does not grant a general release to such Indemnitee,
and in any event such Indemnitor may not in connection with any such
investigation, defense or settlement, without the consent of any Indemnitee,
take or refrain from taking any action which would reasonably be expected to
materially impair the indemnification of such Indemnitee hereunder or would
require such Indemnitee to take or refrain from taking any action or to make
any public statement, which such Person reasonably considers to materially
adversely affect its interests, (B) no Indemnitor may take control of any
investigation, defense or settlement, without the consent of any Indemnitee, if
the liabilities involved in such proceedings involve any material risk of the
sale, forfeiture or loss of, or the creation of any Lien on, any property of
such Indemnitee and (C) no Indemnitor may take control of any
investigation, defense or settlement which could entail a risk of criminal
liability to any Indemnitee.  Upon the
request of any Indemnitee, the Indemnitor shall use its best efforts to keep
such Indemnitee reasonably apprised of the status of those aspects of such
investigation and defense controlled by such Indemnitor and shall provide such
information with respect thereto as such Indemnitee may reasonably
request.  The Indemnitees shall cooperate with the Indemnitor in all
reasonable respects with respect thereto.


 


SECTION
5.06.  Compensation and Expenses.


 


(a)                                  Compensation and Reimbursement.  Except as otherwise provided in this
Section 5.06, no Member or Affiliate of any Member shall receive any
salary, fee, or draw for services rendered to or on behalf of the Company or
otherwise in its capacity as a Member, nor shall any Member or Affiliate of any
Member be reimbursed for any expenses incurred by such Member or Affiliate on
behalf of the Company or otherwise in its capacity as a Member.


 


(b)                                  Management Fee.  For
services rendered to or on behalf of the Company in satisfaction of its duties
and obligations under this Agreement, the Managing Member shall be paid
$500,000 per annum,
quarterly in arrears, pro rata for any partial Fiscal Quarter.


 


(c)                                  Expenses.  The
Managing Member may charge the Company, and shall be reimbursed, for any
reasonable out-of-pocket expenses incurred in connection with the Company’s
business.


 


ARTICLE VI

ROLE OF MEMBERS


 


SECTION 6.01.  Rights or Powers.


 


The Members (other than the Managing Member) shall not
have any right or power to take part in the management or control of the
Company or its business and affairs or to act for or bind the Company in any
way.  Notwithstanding the foregoing, the
Members shall have all the


 


42





















 


rights and powers
specifically set forth in this Agreement. 
A Member, any Affiliate thereof or an employee, stockholder, agent,
director or officer of a Member or any Affiliate thereof, may also be an
employee or agent of the Company or a stockholder, director or officer of the
Managing Member.


 


SECTION 6.02.  Voting Rights.


 


Each Member shall have the right to vote only on those
matters specifically reserved for its vote (or a vote of the Members) which are
set forth in this Agreement and as required by the Act.


 


SECTION
6.03.  Procedure for Consent.


 


In any circumstances requiring the approval or consent
of any Member specified in this Agreement, such approval or consent may, except
as expressly provided to the contrary in this Agreement, be given or withheld
in the sole and absolute discretion of such Member.  If the Managing Member receives the necessary
approval or consent of the Members to such action, the Managing Member shall be
authorized and empowered to implement such action without further authorization
by any Member.


 


ARTICLE VII

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


SECTION 7.01.  In General.


 


As of the date hereof, each of the Members hereby
makes each of the representations and warranties applicable to such Member as
set forth in Section 7.02 hereof.


 


SECTION
7.02.  Representations and Warranties.


 


(a)                                  Due Formation or Incorporation;
Authorization of Agreement. 
Each Member hereby represents and warrants that such Member is a corporation, a
limited liability company or a partnership, as the case may be, duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation or formation, as the case may be, and has the partnership or
corporate power and authority to own its property and carry on its business as
owned and carried on as of the date hereof.  Each IMS Health Member hereby
represents and warrants that such Member is duly licensed or qualified to do
business and is in good standing in each of the jurisdictions in which the
failure to be so licensed or qualified would have a Material Adverse
Effect.  Each Class A Member hereby represents and warrants that such
Member is duly licensed or qualified to do business and in good standing in
each of the jurisdictions in which it would be required to be so licensed or
qualified without regard to its being a Member in the Company and in which the
failure to so qualify would have a Material Adverse Effect.  Each Member hereby represents and warrants
that such Member has the corporate or partnership power and authority to
execute and deliver this Agreement and to perform its obligations hereunder.
Each Member hereby represents and warrants that the execution, delivery and
performance by such Member of this Agreement has been duly authorized by all
necessary


 


43





















 


corporate or partnership
action.  Each Member hereby represents and warrants that this Agreement
constitutes the legal, valid and binding obligation of such Member and is
enforceable against such Member in accordance with its terms.


 


(b)                                 No Conflict with Restrictions; No
Default.  Each Member
hereby represents and warrants that neither the execution and delivery by such
Member of this Agreement nor such Member’s performance and compliance with the
terms and provisions hereof (i) will conflict with, violate or result in a
breach of any of the terms, covenants, conditions or provisions of any law or
governmental regulation in effect on the date hereof applicable to, or any
order, writ, injunction, decree, determination or award of any court,
governmental department, board, agency or instrumentality, domestic or foreign,
or arbitrator directed to or binding on such Member which conflict, violation
or breach would have a Material Adverse Effect, (ii) will conflict with,
violate, result in a breach of or constitute a default under any agreement or
instrument to which such Member is a party or by which such Member is or may be
bound or to which any of its properties or assets is subject which conflict,
violation, breach or default would have a Material Adverse Effect, or any of
the terms or provisions of the organizational documents or by-laws of such
Member, (iii) will conflict with, violate, result in a breach of,
constitute a default under (whether with notice or lapse of time or both),
accelerate or permit the acceleration of the performance required by, or
require any consent, authorization or approval under any of the terms or
provisions of any material indenture, mortgage, lease, agreement or instrument to
which such Member is a party or by which such Member or such Member’s property
or assets is or may be bound, or (iv) will result in the creation or
imposition of any material lien upon any of the properties or assets of such
Member.


 


(c)                                  Governmental Authorizations.  Each Member hereby represents and warrants
that no material registration, declaration or filing with, or consent,
approval, license, permit or other authorization or order by, any governmental
or regulatory authority, domestic or foreign, is required in connection with
the valid execution, delivery and performance by such Member of this Agreement.


 


(d)                                 Litigation.


 


(i)                                     Each
IMS Health Member hereby represents and warrants that, except as stated in IMS
Health’s Annual Report on Form 10-K for the year ended December 31,
2004, (A) there are no actions, suits, proceedings or investigations
pending or, to the knowledge of such Member, threatened against or affecting
such Member or any of its respective properties, assets, rights or businesses,
in any court or before or by any governmental department, board, agency or
instrumentality, domestic or foreign, or any arbitrator which would (or, in the
case of an investigation, could lead to any action, suit or proceeding, which
would) reasonably be expected to impair such Member’s ability to perform its
obligations under this Agreement or to have a Material Adverse Effect or bring
into question the validity of this Agreement or the transactions contemplated
hereby; and (B) such IMS Health Member has not received any currently
effective notice of any default, and such Member is not in default, under any
applicable order, writ, injunction, decree, permit, determination or award of
any court, any governmental department, board, agency or instrumentality, domestic
or foreign, or any arbitrator which


 


44





















 


would reasonably be expected to impair its ability to perform its
obligations under this Agreement or to have a Material Adverse Effect.


 


(ii)                                  Each
Class A Member hereby represents and warrants that there is no action,
suit, proceeding or investigation pending or, to the knowledge of such Member,
threatened against or affecting such Member which seeks to question, delay or
prevent the consummation of the transactions contemplated hereby.


 


(e)                                  Investment Company Act; Public
Utility Holding Company Act.  Each Member hereby represents and warrants
that (i) neither such Member nor, as a result of the Member’s ownership of
its Interest, is the Company an “investment company,” within the meaning of the
Investment Company Act of 1940, as amended and (ii) such Member is not a “holding
company,” an “affiliate of a holding company,” or a “subsidiary of a holding
company” as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935, as amended.


 


(f)                                    Subsidiary.  CMS hereby represents and warrants that
100% of its capital stock is owned, directly or indirectly, by IMS Health.


 


(g)                                 Investigation; Intent.  Each Member hereby represents and warrants
that (i) such Member has received or had access to all relevant
information concerning the Company and such Member’s investment in the Company
as such Member deemed necessary and sufficient for it to make an informed
investment decision, (ii) such Member has acquired its Interest based upon
its own investigation, and the exercise by such Member of its rights and the
performance of its obligations under this Agreement will be based upon its own
investigation, analysis and expertise, (iii) its acquisition of its
Interest was made for its own account for investment, and not with a view to
the sale or distribution thereof, and (iv) it has acquired its Interest
for the purpose of making an economic profit from the transactions proposed to
be entered into by the Company.


 


(h)                                 Capitalization of Edam.  Edam
hereby represents and warrants the following:


 


(i)                                     It
is not an Affiliate of IMS Health;


 


(ii)                                  It
is capitalized with not less than three percent (3%) equity and:


 


(A)                              Such equity is subordinate to all its outstanding
debt;


 


(B)                                Such equity is not funded with non-recourse debt
that is collateralized by a pledge of such equity;


 


(C)                                If funded with recourse debt, the owner of such
equity has other assets whose value is at least equal to the value of such
equity;


 


(D)                               Such equity is not backed by a letter of credit;
and


 


(E)                                 Such equity is not the subject of residual
insurance or a residual guaranty, in either case that ensures recovery of such
equity; and


 


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(iii)                               Edam
has not made distributions in excess of its earnings determined in accordance
with GAAP or paid fees in respect of the structuring of the transactions
contemplated by this Agreement or paid costs incurred in connection with such
transactions, in each case to the owners of its equity.


 


(i)                                     Transaction Fees.  Each IMS
Health Member hereby represents and warrants that neither it nor any of its
Affiliates shall pay any fees or other amounts to any Class A Member in
respect of the transactions contemplated by this Agreement other than any
amounts to be paid or distributed to the Class A Members pursuant to this
Agreement.


 


SECTION 7.03.  Covenant of Edam.


 


Edam hereby covenants that at all times that it is a
Member it shall satisfy each of the following requirements:


 


(a)                                  It shall not be an Affiliate of IMS Health;


 


(b)                                 It shall be capitalized with not less than three
percent (3%) equity and:


 


(i)                                     Such equity shall be subordinate to all its
outstanding debt;


 


(ii)                                  Such equity shall not be funded with non-recourse
debt that is collateralized by a pledge of such equity;


 


(iii)                               If funded with recourse debt, the owner of such
equity shall have other assets whose value is at least equal to the value of
such equity;


 


(iv)                              Such equity shall not be backed by a letter of
credit; and


 


(v)                                 Such equity shall not be the subject of residual
insurance or a residual guaranty, in either case that ensures recovery of such
equity; and


 


(c)                                  Edam shall not make distributions in excess of its
earnings determined in accordance with GAAP or pay fees in respect of the
structuring of the transactions contemplated by this Agreement or pay costs
incurred in connection with such transactions, in each case to the owners of
its equity.


 


SECTION
7.04.  Covenant of Class A Members.


 


Each Class A Member understands that the Company
may be relying on Section 3(c)(1) of the Investment Company Act of 1940,
as amended (the “Investment Company Act”), and
each Class A Member hereby covenants that at all times that it is a
Member, such Class A Member shall not take any action that would cause the
Company to become an “investment company” within the meaning of the Investment
Company Act.


 


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ARTICLE VIII

ACCOUNTING; BOOKS AND RECORDS


 


SECTION
8.01.  Accounting; Books and Records.


 


(a)                                  Maintenance of Books and Records.  The Company shall maintain at its
principal place of business or, upon notice to the Members, at such other place
as the Managing Member shall determine, separate books of account for the
Company which shall include a record of all costs and expenses incurred, all
charges made, all credits made and received, and all income derived in
connection with the conduct of the Company and the operation of its business in
accordance with this Agreement.


 


(b)                                 Accounting Methods.


 


(i)                                     The
Company shall use the accrual method of accounting in preparation of its annual
reports and for tax purposes and shall keep its books and records accordingly.


 


(ii)                                  All
amounts payable under any agreement between the Company on the one hand and the
Members or their Affiliates on the other hand shall be treated as occurring
between the Company and a Person who is not a Member within the meaning of Code
Section 707(a)(1) and such amounts payable by the Company to any Member or its
Affiliates shall be considered an expense or capital cost, as the case may be,
of the Company for income tax and financial reporting purposes, and shall not
be considered a distribution to such Member including, without limitation, in
maintaining such Member’s Capital Account, and any such amounts payable by any
Member or its Affiliates to the Company shall not be considered a contribution
to the Company, including, without limitation, in maintaining such Member’s
Capital Account.


 


(iii)                               Access to Books, Records, etc. 
Subject to Section 8.04 hereof, any Member or any agents or
representatives of such Member, at the Member’s own expense and upon reasonable
notice and with reasonable frequency, may examine any information it may
reasonably request and make copies of and abstracts from the financial and
operating records and books of account of the Company, and discuss the affairs,
finances and accounts of the Company with the Managing Member and its
Responsible Officers, directors, officers and independent accountants of the
Company, all at such reasonable times and as often as such Member or any agents
or representatives of such Member may reasonably request.  The rights
granted to a Member pursuant to this Section 8.01 are expressly subject to
compliance by such Member with the confidentiality procedures and guidelines of
the Company, as such procedures and guidelines may be established from time to
time.


 


SECTION 8.02.  Reports.


 


(a)                                  In General.  The Managing Member shall be responsible
for the preparation of financial reports of the Company and the coordination of
financial matters of the Company with the Company’s accountants.  Each report delivered by the Company to the
Members pursuant to this Article VIII shall be accompanied by a
representation of a Responsible Officer of the Managing Member familiar with
the affairs of the Company that (x) such report has been


 


47





















 


prepared and fairly stated in all
material respects in accordance with GAAP, or to the extent inconsistent
therewith, in accordance with this Agreement, and (y) no Liquidating Event
or Notice Event, or event which with notice or lapse of time or both would
constitute a Liquidating Event or Notice Event (other than the Notice Event
described in Section 14.01(a) hereof) has occurred and is continuing or if
any such event has occurred and is continuing, the action that the Managing
Member has taken or proposes to take with respect thereto.


 


(b)                                 Annual Reports.


 


(i)                                     Within
120 days after the end of each Fiscal Year beginning with the Fiscal Year
ending December 31, 2003, the Managing Member shall cause to be prepared
and each Member shall be furnished with (A) a
balance sheet as of the last day of such Fiscal Year and an income statement
and statement of cash flows for the Partnership or the Company, as applicable,
for such Fiscal Year and notes associated with each; and (B) a statement of the Partners’ or Members’
Capital Accounts, as applicable, and changes therein for such Fiscal Year.


 


(ii)                                  Within
120 days after the end of each Fiscal Year, each Class A Member shall
deliver written certification to the Managing Member with respect to the
matters described in Sections 7.03 hereof.


 


(c)                                  Quarterly Reports.  Within sixty (60) days after the close of
the first three Fiscal Quarters of each Fiscal Year beginning with the Fiscal
Quarter ending June 30, 2004, the Managing Member shall cause to be
prepared and each Member shall be furnished with a balance sheet as of the last
day of such Fiscal Quarter and an income statement and a statement of cash
flows for the Partnership or the Company, as applicable, for such Fiscal
Quarter and the notes associated with each.


 


(d)                                 Retirement/Liquidation Date
Reports.  On the date on
which any distribution is made pursuant to Section 10.08(b) hereof in
retirement of all or any portion of any Class A Member’s Interest and on
the date on which final distributions are made to the Members pursuant to Section
12.02 hereof, the Managing Member shall cause to be prepared and each Member
furnished with each of the following statements:


 


(i)                                     A
balance sheet as of the date of such distribution setting forth the aggregate
Mark-to-Market Values for each of the following as individual line items: the
CMS Intangible Assets, all Demand Loans held by the Company and the Company
Subsidiary, all Permitted Securities held by the Company and the Company
Subsidiary and all Cash Equivalents (a “Mark-to-Market
Balance Sheet”);
and


 


(ii)                                  A
statement of the Members’ Capital Accounts as adjusted immediately prior to
such distribution (x) in the case of a distribution pursuant to
Section 10.08(b) hereof, pursuant to Sections 3.07 and 10.08(b)
hereof, and (y) in the case of a distribution pursuant to
Section 12.02 hereof, pursuant to Sections 3.07 and 12.02 hereof.


 


(e)                                  Purchase Option Reports. The Managing Member shall cause to be prepared
and all Members furnished with a statement of the Members’ Capital Accounts and
a Mark-to-Market Balance Sheet (i) in the case of the exercise of the
Purchase Option after delivery of a


 


48





















 


Liquidation Notice as a result of
the occurrence of the Notice Event described in Section 14.01(a) hereof,
on June 30, 2006, setting forth the Mark-to-Market Values of the Permitted
Assets as of such date, and (ii) in all other cases, not later than the
sixtieth (60th) day after the Election Date, and setting forth the
Mark-to-Market Values of the Permitted Assets as of the date of delivery of
such Mark-to-Market Balance Sheet (the date of delivery of the Mark-to-Market
Balance Sheet pursuant to clause (i) or (ii), the “Purchase
Date”).


 


For purposes of this Section 8.02(e), the Members’
Capital Accounts shall be determined in accordance with Section 3.07
hereof as of the Purchase Date taking into account (x) the adjustments to
the Gross Asset Values of the Company’s Property that would result from a
determination of the value of the Company’s Property in accordance with
Section 10.08(b)(i) hereof as of the Purchase Date, and (y) the
allocation to the Members’ Capital Accounts that would result from an
allocation pursuant to Article III of the Profits, Losses and other items
of Company income, gain, loss or deduction for the period beginning on the
first day of the Allocation Year during which the Purchase Date occurs and
ending on the Purchase Date.


 


SECTION 8.03.  Tax Matters.


 


(a)                                  Tax Matters Partner.  The
Managing Member is authorized to make any and all elections for federal, state,
and local tax purposes including, without limitation, any election, if
permitted by applicable law: (A) to adjust the basis of the Company’s
Property pursuant to Code Sections 754, 734(b) and 743(b), or comparable
provisions of state or local law, in connection with Transfers of Interests and
Company distributions; (B) to extend the statute of limitations for
assessment of tax deficiencies against the Members with respect to adjustments
to the Company’s federal, state, or local tax returns; and (C) to the
extent provided in Code Sections 6221 through 6231 and similar provisions
of federal, state or local law, to represent the Company and the Members before
taxing authorities or courts of competent jurisdiction in tax matters affecting
the Company or the Members in their capacities as Members, and to file any tax
returns and execute any agreements or other documents relating to or affecting
such tax matters, including agreements or other documents that bind the Members
with respect to such tax matters or otherwise affect the rights of the Company
and the Members.  The Managing Member is specifically authorized to act as
the “Tax Matters Partner” under the Code
and in any similar capacity under state or local law for all tax years.


 


(b)                                 Notice Requirements.  The
Managing Member shall give prompt notice to each Member upon the receipt of
(A) written notice that the Internal Revenue Service or any state or local
taxing authority intends to examine the Company’s income tax returns for any
year; (B) written notice of commencement of an administrative proceeding
at the Company level related to the Company under Section 6223 of the
Code; (C) written notice or any final partnership administrative
adjustment relating to the Company pursuant to a proceeding under
Section 6223 of the Code; (D) any request from the Internal Revenue
Service or any comparable state or local agency for waiver of any applicable
statute of limitation with respect to the filing of any tax return by the
Company; and (E) any Form 5701 or comparable state or local audit
adjustment notices as soon as received, with copies of such notices provided to
each Member.  In addition, each Member
will be notified of and allowed to attend any opening and closing conferences
regarding any administrative proceeding at the Company level relating to the
Company under Section 6223 of the Code, and the Managing Member will
provide copies to


 


49





















 


each Member of any correspondence
with the Internal Revenue Service or comparable state or local agency regarding
legal positions taken on audit issues by the Managing Member.  Within ninety (90) days after receipt of
notice of a final partnership administrative adjustment, the Managing Member
shall notify each Member if it does not intend to file for judicial review with
respect to such adjustment.


 


(c)                                  Tax Information.  Necessary
tax information shall be delivered to each Member as soon as practicable after
the end of each Fiscal Year of the Company but not later than ninety (90) days
after the end of each Fiscal Year.  The Managing Member shall file tax
returns for the Company prepared in accordance with the Code and the
Regulations.  Each Member agrees that it
will report all Company taxable income, gain, loss, deduction and credit for
each Fiscal Year in the manner reflected on the Company’s U.S. Partnership
Return of Income (Form 1065) and related Schedule K-1 furnished to such Member
for such year.


 


SECTION
8.04.  Proprietary Information.


 


The Members shall not have access to
(i) information which the Managing Member reasonably believes to be in the
nature of trade secrets or proprietary information, (ii) information the
disclosure of which the Managing Member in good faith believes is not in the
best interest of the Company or could damage the Company or its business,
(iii) any information subject to the attorney-client privilege and
(iv) any information which is required by law or contract to be kept
confidential; provided, however, nothing set
forth in this Section 8.04 shall prevent any appraiser doing an appraisal
performed in accordance with this Agreement from having access to proprietary
information described in this Section 8.04 to the extent necessary to
properly perform such appraisal and the Managing Member shall provide such
information to any such appraiser; provided, further,
that such appraiser signs a confidentiality agreement reasonably acceptable to
the Managing Member.


 


ARTICLE IX

AMENDMENTS; MEETINGS


 


SECTION 9.01.  Amendments.


 


Amendments to this Agreement may be proposed by the
Managing Member or by any Member.  Following such proposal, the Managing
Member shall submit to the Members a verbatim statement of any proposed
amendment if counsel for the Company shall have approved of the same in writing
as to form, and the Managing Member shall include in any such submission a
recommendation as to the proposed amendment.  The Managing Member shall
seek the written vote of the Members on the proposed amendment or shall call a
meeting to vote thereon and to transact any other business that it may deem
appropriate.  A proposed amendment shall be adopted and be effective as an
amendment to this Agreement only if it receives the affirmative vote of the
Managing Member and the Class B Member, provided
that, if any amendment would adversely affect any Class A Member, it must
also receive the affirmative vote of such Class A Member.


 


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SECTION
9.02.  Meetings of the Members.


 


(a)                                  Meetings of the Members may be called by the
Managing Member and shall be called upon the written request of any other
Member.  The call shall state the nature of the business to be
transacted.  Notice of any such meeting shall be given to all Members not
less than seven (7) Business Days nor more than thirty (30) days prior to the
date of such meeting.  Members may vote in person, by proxy or by
telephone at such meeting.  Whenever the vote or consent of Members is
permitted or required under the Agreement, such vote or consent may be given at
a meeting of Members or may be given in accordance with the procedure
prescribed in Section 9.03 hereof.


 


(b)                                 For the purpose of determining the Members
entitled to vote on, or to vote at, any meeting of the Members or any
adjournment thereof, the Managing Member or the Member requesting such meeting
may fix, in advance, a date as the record date for any such
determination.  Such date shall not be more than thirty (30) days nor less
than ten (10) days before any such meeting.


 


(c)                                  Each Member may authorize any Person or Persons to
act for it by proxy on all matters in which the Member is entitled to
participate, including waiving notice of any meeting, or voting or
participating at a meeting.  Every proxy must be signed by the Member or its
attorney-in-fact.  No proxy shall be valid after the expiration of eleven
(11) months from the date thereof unless otherwise provided in the proxy. 
Every proxy shall be revocable at the pleasure of the Member executing it.


 


(d)                                 Each meeting of Members shall be conducted by the
Managing Member or such other Person as the Managing Member may appoint
pursuant to such rules for the conduct of the meeting as the Managing Member or
such other Person deems appropriate.


 


SECTION 9.03.  Consent.


 


In the event the consent of the Members is required
for any action to be taken by the Company, such consent may be given at a
meeting, which may be conducted by conference telephone call, or provided in
writing executed by all the Members.


 


ARTICLE X

TRANSFERS OF INTERESTS


 


SECTION
10.01.  Restriction on Transfers.


 


Except as otherwise permitted by this Agreement, no
Member shall Transfer all or any portion of its Interest.  Each Member hereby acknowledges the
reasonableness of the restrictions on Transfer imposed by this Agreement in
view of the Company purposes and the relationship of the Members.  Accordingly, the restrictions on Transfer
contained herein shall be specifically enforceable.


 


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SECTION
10.02.  Permitted Transfers.


 


Subject to the conditions and restrictions set forth
in Section 10.03 hereof, a Member may at any time Transfer all or any
portion of its Interest to (i) any other Member, (ii) any Wholly
Owned Affiliate of a Member including the transferor, (iii) any Person
approved by all of the Members, or (iv) in the case of any Class A
Member, any Person pursuant to Section 14.03 hereof; provided
that no Transfer by the Managing Member of all or any part of its Managing
Member Interest to any Person other than IMS AG or CMS (the “New Managing Member”) shall be a
Permitted Transfer (as defined below) unless IMS Health has issued for the
benefit and in favor of the Class A Members a written guaranty in the form
of the IMS Health Guaranty (the “Second IMS Health Guaranty”)
of the obligations of the New Managing Member under this Agreement.  Upon the issuance and delivery of the Second
IMS Health Guaranty, the definition of “IMS Health Guaranty” hereunder shall
also refer to the Second IMS Health Guaranty.


 


Any Transfer permitted by this Section 10.02
shall be referred to in this Agreement as a “Permitted
Transfer” and the Person to which the Interest is transferred
shall be a “Permitted Transferee.”


 


SECTION
10.03.  Conditions to Permitted
Transfers.


 


A Transfer shall not be treated as a Permitted
Transfer under Section 10.02 hereof unless and until the following
conditions are satisfied:


 


(a)                                  The transferor and transferee shall execute and
deliver to the Company (i) such documents and instruments of conveyance as
may be necessary or appropriate in the opinion of counsel to the Company to
effect such Transfer and to confirm the agreement of the transferee to be bound
by the provisions of this Article X, and (ii) except in the case of a
Transfer to a Wholly Owned Affiliate of an IMS Health Member, in the case of
the transferee, a confidentiality agreement substantially in the form of the
confidentiality agreement attached hereto as Exhibit B
(the “Form Confidentiality Agreement”). 
In addition, unless the requirements of this sentence have been waived by the
Managing Member, the Company shall be reimbursed by the transferor and/or
transferee for all costs and expenses that it reasonably incurs in connection
with such Transfer.


 


(b)                                 The Transfer will not cause the Company to terminate
for federal income tax purposes, and the transferor shall provide the Company
an opinion of counsel to such effect.  Such counsel and opinion shall be
reasonably satisfactory to the Managing Member, and the Managing Member and the
other Members shall provide to such counsel any information available to the
Managing Member or to such other Members, as the case may be, and relevant to
such opinion.


 


(c)                                  The transferor and transferee shall furnish the
Company with the transferee’s taxpayer identification number, sufficient
information to determine the transferee’s initial tax basis in the Interests
Transferred, and any other information reasonably necessary to permit the
Company to file all required federal and state tax


 


52





















 


returns and other legally required information statements or
returns.  Without limiting the generality of the foregoing, the Company
shall not be required to make any distribution otherwise provided for in this
Agreement with respect to any Transferred Interests until it has received such
information.


 


(d)                                 Such Transfer will be exempt from all applicable
registration requirements and will not violate any applicable laws regulating
the Transfer of securities, and, except in the case of a Transfer of Interests
to another Member or to a Wholly Owned Affiliate of any Member, including the
transferor, the transferor shall provide an opinion of counsel to such
effect.  Such counsel and opinion shall be reasonably satisfactory to the
Managing Member.


 


(e)                                  Such Transfer will not cause the Company to be
deemed to be an “investment company” under the Investment Company Act of 1940,
as amended and the transferor shall provide an opinion of counsel to such
effect.  Such counsel and opinion shall be reasonably satisfactory to the
Managing Member, and the Managing Member and the other Members shall provide to
such counsel any information available to the Managing Member or to such other
Members, as the case may be, and relevant to such opinion.


 


(f)                                    Except in the case of a Transfer to a Wholly Owned
Affiliate of an IMS Health Member, each Class A Member and the transferee
of such Class A Member shall execute certificates substantially similar to
the certificates (the “Form Transferor
Certificate” and the “Form Transferee
Certificate”) attached hereto as Exhibit C-1 and
Exhibit C-2, respectively.


 


SECTION
10.04.  Prohibited Transfers.


 


Any purported Transfer of Interests that is not a
Permitted Transfer shall be null and void and of no effect whatever; provided that, if the Company is required to recognize a
Transfer that is not a Permitted Transfer (or if the Managing Member, in its
sole discretion, elects to recognize a Transfer that is not a Permitted
Transfer), the Interest Transferred shall be strictly limited to the transferor’s
rights to allocations and distributions as provided by this Agreement with
respect to the Transferred Interests, which allocations and distributions may
be applied (without limiting any other legal or equitable rights of the Company)
to satisfy any debts, obligations, or liabilities for damages that the
transferor or transferee of such Interests may have to the Company.


 


In the case of a Transfer or attempted Transfer of
Interests that is not a Permitted Transfer, the parties engaging or attempting
to engage in such Transfer shall be liable to indemnify and hold harmless the
Company and the other Members from all cost, liability, and damage that any of
such indemnified Persons may incur (including, without limitation, incremental
tax liability and lawyers’ fees and expenses) as a result of such Transfer or
attempted Transfer and efforts to enforce the indemnity granted hereby.


 


SECTION
10.05.  Rights of Unadmitted Assignees.


 


(a)                                  In General.  A Person who acquires one or more Interests
but who is not admitted as a substituted Member pursuant to Section 10.06
hereof shall be entitled only to allocations and


 


53





















 


distributions with respect to
such Interests in accordance with this Agreement, but shall have no right to
any information or accounting of the affairs of the Company, shall not be
entitled to inspect the books or records of the Company, and shall not have any
of the rights of a Managing Member or a Member under the Act or this Agreement.


 


(b)                                 Managing Member.  A transferee who acquires an Interest from
a Managing Member under this Agreement by means of a Transfer that is permitted
under this Article X, but who is not admitted as a Managing Member, shall
have no authority to act for or bind the Company, to inspect the Company’s
books, or otherwise to be treated as a Managing Member.  Following such a Transfer, the transferor
shall not cease to be a Managing Member of the Company and shall continue to be
a Managing Member until such time as the transferee is admitted as a Managing
Member.


 


SECTION
10.06.  Admission as Substituted Members.


 


Subject to the other provisions of this
Article X, a transferee of Interests may be admitted to the Company as a
substituted Member only upon satisfaction of the conditions set forth below in
this Section 10.06:


 


(a)                                  The Interests with respect to which the transferee
is being admitted were acquired by means of a Permitted Transfer;


 


(b)                                 The transferee becomes a party to this Agreement
as a Member and executes such documents and instruments as the Managing Member
may reasonably request (including, without limitation, amendments to the
Certificate) as may be necessary or appropriate to confirm such transferee as a
Member in the Company and such transferee’s agreement to be bound by the terms
and conditions of this Agreement;


 


(c)                                  The transferee pays or reimburses the Company for
all reasonable legal, filing, and publication costs that the Company incurs in
connection with the admission of the transferee as a Member with respect to the
Transferred Interests;


 


(d)                                 If the transferee is a partnership or a
corporation, the transferee provides the Company with evidence satisfactory to
counsel for the Company that such transferee has made each of the representations
and undertaken each of the warranties described in Section 7.02 hereof as
of the date of the Transfer; and


 


(e)                                  In the event that the transferee of an Interest
from any Member is admitted under this Agreement, such transferee shall be
deemed admitted to the Company as a substituted Member immediately prior to the
Transfer, and with respect to the transferee of a Managing Member, such
transferee shall continue the business of the Company without dissolution.


 


SECTION
10.07.  Distributions with Respect to
Transferred Interests.


 


If any Interest is sold, assigned, or Transferred in
compliance with the provisions of this Article X, all distributions on or
before the date of such Transfer shall be made to the transferor, and all
distributions thereafter shall be made to the transferee.  Solely for
purposes of making


 


54





















 


such distributions, the
Company shall recognize such Transfer not later than the end of the calendar
month during which it is given notice of such Transfer; provided,
however, that if the Company is given notice of a Transfer at least
fourteen (14) days prior to the Transfer, the Company shall recognize such
Transfer as of the date of such Transfer; and provided
further, that if the Company does not receive a notice stating the
date such Interest was Transferred and such other information as the Managing
Member may reasonably require within thirty (30) days after the end of the
accounting period during which the Transfer occurs, all distributions shall be
made to the Person who, according to the books and records of the Company, on
the last day of the accounting period during which the Transfer occurs, was the
owner of the Interest.  Neither the Company nor the Managing Member shall
incur any liability for making distributions in accordance with the provisions
of this Section 10.07, whether or not the Managing Member or the Company
has knowledge of any Transfer of ownership of any Interest.


 


SECTION
10.08.  Retirement of Members’ Interests
in the Company; Determination of Mark-to-Market Values and Gross Asset Values.


 


(a)                                  In General.


 


(i)                                     Optional Retirement of Member’s Interest.  The Managing Member may, at any time, elect
to cause all or any portion of any Member’s Interest (other than the Managing
Member Interest) in the Company to be retired in accordance with this
Section 10.08 by giving written notice of its election to the Company and
to all other Members; provided that:


 


(A)                              In the case of a Class A Member, any single
distribution made to such Class A Member in retirement of its Interest in
accordance with this Section 10.08 shall not be less than the lesser of
the amount necessary to retire the entire Interest of such Class A Member
or $10,000,000 plus integral multiples of
$1,000,000;


 


(B)                                In the case of the Class B Member, all
Class A Members shall have consented to such retirement; and


 


(C)                                No Liquidating Event or Notice Event (or event
which, with notice or lapse of time, or both, would constitute a Liquidating
Event or Notice Event, other than the event described in Section 14.01(a)
hereof) shall have occurred and be continuing, immediately before or after
giving effect to such retirement.


 


(ii)                                  Retirement Notice.  Any notice given pursuant to this
Section 10.08(a) (a “Retirement Notice”)
shall include the following:


 


(A)                              Either a statement that the entire Interests of
any Member is to be retired or a statement of the amount to be distributed in
retirement of any portion of a Member’s Interest; and


 


(B)                                The Retirement Date (as defined in and selected in
accordance with Section 10.08(b)(iii) hereof) on which retirement
distributions shall be made to the Members.


 


55





















 


(b)                                 Distributions Upon Retirement.  In the event that any portion of a Member’s
Interest in the Company is to be retired pursuant to this Section 10.08,
(x) the value of the Company’s assets shall be determined in accordance
with Section 10.08(b)(i) hereof and the Gross Asset Values of all Company
assets shall be adjusted pursuant to subparagraph (ii) of the definition
of Gross Asset Value in Section 1.10 hereof as of the applicable
Retirement Date, and (y) Profits, Losses and other items of Company
income, gain, loss or deduction for the period beginning on the first day of
the Allocation Year during which the Retirement Date occurs and ending on the
Retirement Date shall be allocated pursuant to Article III hereof.  In the event that all or any portion of a
Member’s Interest in the Company is retired pursuant to this
Section 10.08, on the applicable Retirement Date, the Company shall
distribute to such Member (A) in the
event that the entire Interest of such Member is to be retired, except to the
extent otherwise provided in this Section 10.08(b), an amount of cash,
equal to the balance in such Member’s Capital Account immediately after giving
effect to the adjustments and allocations required by the first sentence of
this Section 10.08(b) and as reflected on the statement of Capital
Accounts provided to the Members pursuant to Section 8.02(d)(ii) hereof, or (B) in the event that less than the entire
Interest of such Member is to be retired, the amount stated in the applicable
Retirement Notice.  In the event that all
or any portion of a Class B Member’s Interest in the Company is retired
pursuant to this Section 10.08, on the applicable Retirement Date, the
Company may distribute to such Class B Member Property having a
Mark-to-Market Value equal to the amount of cash that otherwise would have been
distributed to such Class B Member, provided that
such Class B Member agree to the specific distribution of Property in lieu
of cash.


 


(i)                                     For
purposes of determining the amount of any adjustment to the Gross Asset Values
of Company assets pursuant to subparagraph (ii) of the definition of Gross
Asset Value in Section 1.10 hereof, the value of each of the Permitted
Assets will be determined in accordance with this Section 10.08(b)(i) (the
“Mark-to-Market Value”).


 


(A)                              The Mark-to-Market Value of any Demand Loan shall
be equal to the par value of such Loan plus accrued
interest, if any; provided that if there has
occurred and is continuing any payment or other material default with respect
to any such Loan at the time such value is being determined, the Mark-to-Market
Value of such Loan shall be determined by an investment or commercial bank of
national recognition selected by the Managing Member with the consent of the
Class A Member (which consent shall not be unreasonably withheld).


 


(B)                                The Mark-to-Market Value of the CMS Intangible
Assets shall be determined by appraisal by Standard & Poor’s Corporate
Value Consulting, a division of The McGraw-Hill Companies or, if they are unavailable or unwilling to do such appraisal,
an Alternative Appraiser, in each case using substantially the same valuation
methodology as was used in determining the initial Gross Asset Value of the CMS
Intangible Assets.


 


(C)                                The Mark-to-Market Value of any Cash or Cash
Equivalents shall be valued at their face value less
unamortized discounts and plus unamortized premium, if any.


 


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(D)                               The Mark-to-Market Value of any Permitted Security
shall be equal to its Market Value.


 


(E)                                 The Mark-to-Market Value of the Company Subsidiary
Stock shall be equal to the aggregate Mark-to-Market Values of all Permitted
Assets held by the Company Subsidiary.


 


(F)                                 The Mark-to-Market Value of any Leased Asset shall
be determined pursuant to the Termination Values Column appended to or
associated with the Individual Leasing Record to which such Leased Asset is
subject and shall be an amount equal to the product of (1) the initial
Gross Asset Value of such Leased Asset multiplied by (2) the percentage
set forth in such Termination Values Column beside the “Period” representing
the number of completed quarters of the Basic Term; provided
that, (x) if any material default has occurred and is continuing with
respect to such Individual Leasing Record or (y) such asset is not subject
to an Individual Leasing Record, the Mark-to-Market Value of such Leased Asset
shall be determined pursuant to Section 10.08(b)(i)(H) hereof and, if any
material default has occurred and is continuing under the Master Lease, the
Mark-to-Market Values of all Leased Assets shall be determined pursuant to
Section 10.08(b)(i)(H) hereof.


 


(G)                                In the event that it is necessary to determine the
Mark-to-Market Value of any Leased Assets pursuant to this
Section 10.08(b)(i), such value shall be determined by appraisal by
Standard & Poor’s Corporate Value Consulting, a division of The McGraw-Hill
Companies, and if they are unavailable or unwilling to do such appraisal, an
Alternative Appraiser.


 


(ii)                                  If
all or any portion of the Class A Members’ Interests in the Company are
retired prior to June 30, 2006, the Company shall pay to each Class A
Member on the applicable Retirement Date cash in an amount equal to such
Class A Member’s Early Liquidation Premium, if any.  Amounts payable under this
Section 10.08(b)(ii) shall be treated as guaranteed payments within the
meaning of Code Section 707(c), shall be considered an expense of the
Company for income tax purposes and an expense or capital item for financial
reporting purposes, as the case may be, and shall not be considered a
distribution of money to any Class A Member that would reduce its Capital
Account.


 


(iii)                               In
the event that the Managing Member has elected to retire all or any portion of
a Member’s Interest pursuant to Section 10.08(a) hereof, distributions
shall be made to each Member, and such portion of each Member’s Interest shall
be retired, at 3:00 p.m., Eastern Time, on the date (the “Retirement Date”) specified in the
Retirement Notice, which date shall not be less than five (5) Business Days or
more than fifteen (15) Business Days after the date on which the Retirement Notice
was given pursuant to Section 10.08(a) hereof.


 


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ARTICLE XI

MANAGING MEMBER


 


SECTION
11.01.  Covenant Not to Withdraw,
Transfer, or Dissolve.


 


Except as otherwise permitted by this Agreement, the
Managing Member hereby covenants and agrees not to (i) take any action to
file a certificate of dissolution or its equivalent with respect to itself,
(ii) withdraw or attempt to withdraw from the Company, (iii) exercise
any power under the Act to dissolve the Company, (iv) Transfer all or any
portion of its Interest in the Company as a Managing Member, or
(v) petition for judicial dissolution of the Company.  Further, the
Managing Member hereby covenants and agrees to continue to carry out the duties
of the Managing Member under this Agreement until the Company is dissolved and
liquidated pursuant to Article XII or the Managing Member is replaced
pursuant to this Article XI.


 


SECTION
11.02.  Termination of Status as Managing
Member.


 


(a)                                  The Managing Member shall cease to be a Managing
Member upon the first to occur of (i) the Bankruptcy of such Member,
(ii) a Permitted Transfer of the Managing Member’s entire Interest as a
Managing Member, provided that the transferee is
admitted as a substituted Managing Member pursuant to Section 10.06 hereof,
(iii) the involuntary Transfer by operation of law of the Managing Member’s
Interest in the Company, or (iv) the vote of all of the Members to approve
a request by the Managing Member to withdraw. 
In the event the Managing Member ceases to be a Managing Member without
having Transferred its entire Interest as a Managing Member, such Person shall
be treated as an unadmitted transferee of an Interest as a result of a Transfer
(other than a Permitted Transfer) of an Interest pursuant to Section 10.04
hereof.


 


(b)                                 If at the time a Person ceases to be a Managing
Member, such Person is also a Member with respect to Interests other than its
Interest as a Managing Member, such cessation shall not affect such Person’s
rights and obligations with respect to such Interests.


 


SECTION
11.03.  Election of Managing Members.


 


Provided the Company has one Managing Member or if the
sole Managing Member ceases to be Managing Member as a result of the occurrence
of an event set forth under Section 11.02(a) hereof, any Member may
nominate one or more Persons described in Section 10.02 hereof for election as Managing
Member or additional Managing Members, as applicable; provided
that any such Person satisfies the requirements in Sections 10.02, 10.03
and 10.06 hereof applicable to the transferee in a Permitted Transfer and the
admission of a transferee as a substituted Managing Member.  Any such election
of a Managing Member shall require an affirmative vote of all of the Members.


 


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ARTICLE XII

DISSOLUTION AND WINDING UP


 


SECTION
12.01.  Liquidating Events.


 


The Company shall dissolve and commence winding up and
liquidating upon the first to occur of any of the following (“Liquidating Events”):


 


(a)                                  The date on which, pursuant to Section 14.02
hereof, a Liquidation Notice becomes effective to cause a Notice Event to
become a Liquidating Event;


 


(b)                                 In the event any one or more of the IMS Health
Members has elected pursuant to Section 14.03 hereof to purchase any
Class A Member’s Interest, the failure of any of such IMS Health Members,
or their designees, to pay the Purchase Price as required pursuant to such
Section 14.03;


 


(c)                                  The unanimous vote of the Members to dissolve,
wind up, and liquidate the Company;


 


(d)                                 The happening of any other event that makes it
unlawful, impossible, or impractical to carry on the business of the Company or
the Delaware Court of Chancery has entered a decree pursuant to Section 18-802
of the Act, and such decree has become final; or


 


(e)                                  At any time there are no Members; provided, that so long as no other Liquidating Event has occurred, the Company shall not dissolve and be required to
be wound up if the Company is otherwise continued in accordance with the Act.


 


The Members hereby agree that, notwithstanding any
provision of the Act, the Company shall not dissolve prior to the occurrence of
a Liquidating Event


 


SECTION 12.02.  Winding Up.


 


Upon the occurrence of a Liquidating Event, the
Company shall continue solely for the purposes of winding up its affairs in an
orderly manner, liquidating its assets, and satisfying the claims of its
creditors and Members, and no Member shall take any action with respect to the
Company that is inconsistent with the winding up of the Company’s business and
affairs; provided that all covenants contained in
this Agreement and obligations provided for in this Agreement shall continue to
be fully binding upon the Members until such time as the Property has been
distributed pursuant to this Section 12.02 and the Certificate has been
canceled pursuant to the Act.  The Liquidator shall be responsible for
overseeing the winding up and dissolution of the Company.  The Liquidator
shall take full account of the Company’s liabilities and Property and, except
as otherwise provided in Section 12.03 hereof, shall, (i) no later
than June 30, 2006 in the case of the occurrence of the Liquidating Event
described in Section 12.01(a) hereof that resulted from the occurrence of
the Notice Event described in Section 14.01(a) hereof, or (ii) within
sixty (60) days of the occurrence of any other Liquidating Event described in
Section 12.01, cause the Property or the proceeds from the sale or
disposition thereof (as determined pursuant to Section 12.10 hereof), to
the extent sufficient therefor, to be applied and


 


59





















 


distributed, to the
maximum extent permitted by law and notwithstanding anything in this Agreement
to the contrary, in the following order:


 


(a)                                  First, to creditors (including the Class A Members
to the extent such Members are creditors, to the extent otherwise permitted by
law) other than the IMS Health Members and their Affiliates, in satisfaction of
all of the Company’s debts and liabilities (including claims and obligations as
required by Section 18-804(b) of the Act) other than liabilities for which
reasonable provision for payment has been made and liabilities for
distributions to Members under Section 18-601 or 18-604 of the Act;


 


(b)                                 Second, to the Class A Members in an amount equal
to the amount of any Early Liquidation Premium that is then due and unpaid;


 


(c)                                  Third, to the payment and discharge of all of the
Company’s debts and liabilities to the IMS Health Members and their Affiliates
to the extent adequate provision therefor has not been made; and


 


(d)                                 The balance, if any, to the Members in accordance
with their positive Capital Accounts, after giving effect to all contributions,
distributions, and allocations for all periods.


 


In the event that any payment or distribution made
under this Section 12.02 is made in-kind, the amount of the payment or
distribution will be equal to the Mark-to-Market Value of the Property paid or
distributed at the time of such payment or distribution.


 


The Managing Member shall not receive any additional
compensation for any services performed pursuant to this Article XII.


 


The IMS Health Members understand and agree that by
accepting the provisions of this Section 12.02 setting forth the priority of
the distribution of the assets of the Company to be made upon its liquidation,
the IMS Health Members expressly waive any right which they, as creditors of
the Company, might otherwise have under the Act to receive distributions of
assets pari passu with the other creditors of
the Company in connection with a distribution of assets of the Company in
satisfaction of any liability of the Company, and hereby subordinate to said
creditors any such right.


 


SECTION
12.03.  No Restoration of Deficit Capital
Accounts; Compliance With Timing Requirements of Regulations.


 


In the event the Company is “liquidated” within the
meaning of Regulations Section 1.704-1(b)(2)(ii)(g),
(x) distributions shall be made pursuant to this Article XII to the
Members who have positive Capital Accounts in compliance with Regulations
Section 1.704-1(b)(2)(ii)(b)(2), and (y) if any Member has a deficit
balance in its Capital Account (after giving effect to all contributions,
distributions and allocations for all taxable years, including the taxable year
during which such liquidation occurs), such Member shall have no obligation to
make any contribution to the capital of the Company with respect to such
deficit, and such deficit shall not be considered a debt owed to the Company or
to any other Person for any purpose whatsoever.  In the discretion of the
Liquidator, with the consent of the Class A Members, a portion


 


60





















 


(determined in the manner
provided below) of the distributions that may otherwise be made to the Members
pursuant to this Article XII may be:


 


(a)                                  Distributed to a trust established for the benefit
of the Members solely for the purposes of liquidating Property, collecting
amounts owed to the Company, and paying any contingent or unforeseen liabilities
or obligations of the Company or of the Managing Member arising out of or in
connection with the Company.  The assets of any such trust shall be
distributed to the Members from time to time, in the reasonable discretion of
the Liquidator, in the same proportions (as determined below) as the amount
distributed to such trust by the Company would otherwise have been distributed
to the Members pursuant to Section 12.02 hereof; or


 


(b)                                 Withheld to provide a reasonable reserve for
Company liabilities (contingent or otherwise) and to allow for the collection
of the unrealized portion of any installment obligations owed to the Company, provided that such withheld amounts shall be distributed to
the Members as soon as practicable.


 


The portion of the distributions that would otherwise
have been made to each of the Members that is instead distributed to a trust
pursuant to Section 12.03(a) hereof or withheld to provide a reserve pursuant
to Section 12.03(b) hereof shall be determined in the same manner as the expense
or deduction would have been allocated if the Company had realized an expense
equal to such amounts immediately prior to distributions being made pursuant to
Section 12.02 hereof.


 


SECTION
12.04.  Deemed Contribution and
Distribution.


 


In the event the Company is liquidated within the
meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating
Event has occurred, the Property shall not be liquidated, the Company’s
liabilities shall not be paid or discharged, and the Company’s affairs shall
not be wound up.  Instead, solely for federal income tax purposes, the
Company shall be deemed to have contributed all Property and liabilities to a
new limited liability company in exchange for an interest in such new limited
liability company and immediately thereafter, the Company will be deemed to
liquidate by distributing interests in the new limited liability company to the
Members.


 


SECTION 12.05.  Rights of Members.


 


Each Member shall look solely to the Property for the
return of its Capital Contribution and, except as otherwise provided in
Section 12.10 hereof, shall have no right or power to demand or receive
property other than cash from the Company.


 


SECTION
12.06.  Notice of Dissolution.


 


In the event a Liquidating Event occurs or an event
occurs that would, but for provisions of Section 12.01 hereof, result in a
dissolution of the Company, the Managing Member shall, within thirty (30) days
thereafter, provide written notice thereof to each of the Members and to all
other parties with whom the Company regularly conducts business (as determined
in the discretion of the Managing Member) and shall publish notice thereof in a
newspaper of general


 


61





















 


circulation in each place
in which the Company regularly conducts business (as determined in the
discretion of the Managing Member).


 


SECTION
12.07.  Liquidation Guaranteed Payment.


 


On the date on which all of the assets of the Company
are distributed to the Members pursuant to Section 12.02 hereof, the Company
shall pay to each Class A Member an amount equal to such Class A
Member’s Early Liquidation Premium, if any. 
Amounts payable under this Section 12.07 shall be paid in cash, unless,
at such time as the Company has failed to pay all or any portion of such amount
then due and payable, the Class A Members elect to have such amounts paid
in-kind.  In the event the Class A Members have made such an
election, such payments shall be made in the form of Demand Loans and/or Cash
Equivalents (as determined by the Class A Members in their sole discretion
subject only to the Company holding any such asset in the amounts requested)
with an aggregate Mark-to-Market Value equal to the amount due and
payable.  In addition, amounts payable under this Section 12.07 shall
be treated as guaranteed payments within the meaning of Code
Section 707(c), shall be considered an expense of the Company for income
tax purposes and an expense or capital item for financial reporting purposes,
as the case may be, and shall not be considered a distribution to any
Class A Member for all purposes of this Agreement, including, without
limitation, in maintaining any Class A Member’s Capital Account.


 


SECTION
12.08.  Character of Liquidating
Distributions.


 


All payments made in liquidation of the Interest of a
retiring Member (whether pursuant to Article X or Article XII hereof) shall be
made in exchange for the interest of such Member in Property pursuant to
Section 736(b)(1) of the Code, including the interest of such Member in
Company goodwill.


 


SECTION 12.09.  The Liquidator.


 


The “Liquidator”
shall mean the Managing Member, provided that,
if at the time a Liquidating Event has occurred there is no remaining Managing
Member, the “Liquidator” shall be
appointed by the Class A Members.


 


SECTION
12.10.  Form of Liquidating
Distributions.


 


(a)                                  In general.  Except as provided in this
Section 12.10, for purposes of making distributions required by
Section 12.02 hereof, the Liquidator may determine whether to distribute
all or any portion of the Property in-kind or to sell all or any portion of the
Property and distribute the proceeds therefrom, provided
that the Liquidator shall not distribute Property other than cash to any
Class A Member without its consent, and the Liquidator shall be required
to reduce the Property to cash to the extent necessary to make distributions to
the Class A Members pursuant to Section 12.02 hereof in cash.


 


(b)                                 Class A Member In-Kind
Election.  At the
election of the Class A Members, the Liquidator may be required to distribute
all of the Property in-kind.  In such
event, the Property to be distributed to each Member shall be determined by the
Liquidator; provided that, subject to


 


62





















 


Section 12.10(c) hereof,
distribution of any Property to any Class A Member other than Demand Loans
or Cash Equivalents shall require the consent of all of the Members.


 


(c)                                  Other Permitted Assets.  In no
event shall any of the CMS Intangible Assets be distributed to the Class A
Members in kind.


 


ARTICLE XIII

POWER OF ATTORNEY


 


SECTION
13.01.  Managing Member as
Attorney-In-Fact.


 


Each Member hereby makes, constitutes, and appoints
the Managing Member, each successor Managing Member, and the Liquidator,
severally, with full power of substitution and resubstitution, its true and
lawful attorney-in-fact for it and in its name, place, and stead and for its
use and benefit, to sign, execute, certify, acknowledge, swear to, file,
publish and record (i) all certificates of formation, amended name or
similar certificates, and other certificates and instruments (including
counterparts of this Agreement) which the Managing Member or Liquidator may
deem necessary to be filed by the Company under the laws of the State of
Delaware or any other state or jurisdiction in which the Company is doing or
intends to do business, (ii) any and all amendments, restatements or
changes to this Agreement and the instruments described in
subparagraph (i), as now or hereafter amended, which the Managing
Member may deem necessary to effect a change or modification of the Company
approved by the Members in accordance with the terms of this Agreement,
including, without limitation, amendments, restatements or changes to reflect
(A) the exercise by the Managing Member of any power granted to it under
this Agreement, (B) any amendments adopted by the Members in accordance
with the terms of this Agreement; (C) the admission of any substituted
Member, and (D) the disposition by any Member of its Interest in the
Company, (iii) all certificates of cancellation and other instruments
which the Managing Member or Liquidator deem necessary or appropriate to effect
the dissolution and termination of the Company pursuant to the terms of this
Agreement, and (iv) any other instrument which is now or may hereafter be
required by law to be filed on behalf of the Company or is deemed necessary by
the Managing Member or Liquidator to carry out fully the provisions of this
Agreement in accordance with its terms.  Each Member authorizes each such
attorney-in-fact to take any further action which such attorney-in-fact shall
consider necessary in connection with any of the foregoing, hereby giving each
such attorney-in-fact full power and authority to do and perform each and every
act or thing whatsoever requisite to be done in connection with the foregoing
as fully as such Member might or could do personally, and hereby ratifying and
confirming all that any such attorney-in-fact shall lawfully do or cause to be
done by virtue thereof or hereof.


 


SECTION
13.02.  Nature of Special Power.


 


The power of attorney granted pursuant to this
Article XIII:


 


(a)                                  Is a special power of attorney coupled with an
interest and is irrevocable;


 


63





















 


(b)                                 May be exercised by any such attorney-in-fact by
listing the Members executing any agreement, certificate, instrument, or other
document with the single signature of any such attorney-in-fact acting as
attorney-in-fact for such Members; and


 


(c)                                  Shall survive and not be affected by the
subsequent Bankruptcy, insolvency, dissolution, or cessation of existence of a
Member and shall survive the delivery of an assignment by a Member of the whole
or a portion of its Interest in the Company (except that where the assignment
is of such Member’s entire Interest in the Company and the assignee is admitted
as a substituted Member, the power of attorney shall survive the delivery of
such assignment for the sole purpose of enabling any such attorney-in-fact to
effect such substitution) and shall extend to such Member’s or assignee’s
successors and assigns.


 


ARTICLE XIV

NOTICE EVENTS


 


SECTION 14.01.  Notice Events.


 


In the event that any of the following events (“Notice Events”) shall occur, the
Members shall have the rights described in Section 14.02 hereof:


 


(a)                                  The occurrence of May 6, 2006;


 


(b)                                 The Managing Member or IMS Health shall
(i) fail to remain in substantial compliance with the terms, covenants and
obligations required on its part to be performed or observed under
Sections 5.04(a) and 5.04(b) hereof, or (ii) fail to perform or
observe any material term, covenant or obligation on its part to be performed
or observed (except such terms, covenants or obligations as are described in
clause (i) above) under (A) this Agreement (except for specific
violations the cure periods for which are specifically provided for as Notice
Events hereunder), (B) the 2003 IMS Health Lease, (C) the IMS Health
Guaranty, in each case if such failure under either clause (i) or
clause (ii) of this Section 14.01(b) is not cured within thirty (30)
days of a Responsible Officer obtaining actual knowledge of such failure;


 


(c)                                  The failure of the Company to distribute to each
Class A Member in immediately available funds on the last Business Day of
each Fiscal Quarter an amount equal to the remainder, if any, of (i) the cumulative Priority Return of such
Class A Member from July 1, 2003 to the last Business Day of the
Fiscal Quarter during which such distribution is made, minus
(ii) all prior distributions to such
Class A Member pursuant to Section 4.01 hereof, if such failure is
not cured within ten (10) Business Days of receipt by the Managing Member of
notice thereof;


 


(d)                                 The Bankruptcy of the Managing Member or the Company;
and


 


(e)                                  An IMS Health Event shall occur.


 


64





















 


SECTION
14.02.  Liquidation Notice.


 


At any time on or after the occurrence of a Notice
Event, each Class A Member may elect to cause such Notice Event to result
in a Liquidating Event by delivering to the Managing Member a notice (a “Liquidation Notice”) of such
election; provided that: (i) such Notice
Event shall not result in a Liquidating Event until the expiration of ten (10)
Business Days following such delivery, (ii) such Class A Member may
rescind such Liquidation Notice by delivering to the Managing Member a notice
prior to such tenth (10th) Business Day, and (iii) a Liquidation Notice
automatically will be deemed rescinded upon the election within such ten (10)
Business Day period by any one or more of the IMS Health Members pursuant to
the Purchase Option to purchase all Class A Members’ Interests.


 


SECTION
14.03.  Electing Members’ Purchase
Option.


 


(a)                                  Election of Purchase Option.  Any one
or more of the IMS Health Members or their designees (referred to in this
Section 14.03 as the “Electing Members”)
may elect pursuant to a purchase option (the “Purchase
Option”) to purchase the Class A Members’ entire Interests
in such proportions as they shall agree (i) within the ten (10) Business
Day period prior to the effectiveness of any Liquidation Notice delivered to
the Managing Member pursuant to Section 14.02 hereof, or (ii) at any time
after June 30, 2006 upon ten (10) Business Days’ prior notice (the “Election Notice”).  The day on which a Liquidation Notice is
delivered to the Managing Member shall be the “Election Date,”  provided that, if no Liquidation Notice has been delivered,
the day on which the Election Notice is given shall be the “Election Date.”  An
Election Notice given pursuant to this Section 14.03 shall be irrevocable
and binding on the Electing Members.


 


(b)                                 Purchase Price.  The purchase price (the “Purchase Price”) of each
Class A Member’s Interest shall equal the sum of (i) the balance in
such Class A Member’s Capital Account as stated on the statement of
Capital Accounts determined in accordance with this Agreement and provided to
the Members pursuant to Section 8.02(e) hereof; and (ii) an amount equal to
such Class A Member’s Early Liquidation Premium, if any.


 


(c)                                  Purchase.


 


(i)                                     The
Purchase Price shall be payable in immediately available funds, and the closing
of the purchase and sale of each Class A Member’s Interest shall occur, on
the Purchase Date.


 


(ii)                                  The
closing shall occur at such place as is mutually agreeable to the Members, or
upon the failure to agree, at the principal place of business of the
Company.  On the Purchase Date, each Class A Member shall deliver to
the Electing Members good title, free and clear of any liens, claims,
encumbrances, security interests or options, to its Interest thus
purchased.  The Electing Members shall remain obligated to pay any and all
reasonable out-of-pocket expenses (including attorneys’ fees and expenses)
incurred by each Class A Member in enforcing any rights under this
Section 14.03.


 


(iii)                               On
the Purchase Date, the Members shall execute such documents and instruments of
conveyance as may be necessary or appropriate to effectuate the transaction
contemplated hereby, including, without limitation, the Transfer of the


 


65





















 


Interests of the Class A Members.  The reasonable costs of
such Transfer and closing, including, without limitation, attorneys’ fees and
filing fees, shall be paid by the Electing Members.


 


(d)                                 Treatment as Purchase Under
Section 741.  The
Members agree to treat the Transfer of the Class A Members’ Interests to
the Electing Members pursuant to this Section 14.03 as a purchase and sale
under Section 741 of the Code and not as a retirement under
Section 736 of the Code.


 


ARTICLE XV

MISCELLANEOUS


 


SECTION 15.01.  Notices.


 


Any notice, payment, demand, or communication required
or permitted to be given by any provision of this Agreement shall be in writing
or by facsimile and shall be deemed to have been delivered, given, and received
for all purposes (i) if delivered personally to the Person or to an
officer of the Person to whom the same is directed, or (ii) when the same
is actually received, if sent either by registered or certified mail, postage
and charges prepaid, or by facsimile, if such facsimile is followed by a
written copy of the facsimile communication sent by registered or certified
mail, postage and charges prepaid, addressed as follows, or to such other
address as such Person may from time to time specify by notice to the Members:


 


If to the Company:


 


IMS Health Licensing
Associates, L.L.C.


c/o IMS Health
Incorporated,


its Managing Member


1499 Post Road


Fairfield, CT  06824


Attention: General
Counsel


Facsimile: (203) 319-4747


 


with a copy to:


 


IMS Health Incorporated


1499 Post Road


Fairfield, CT  06824


Attention: Senior Tax
Director


Facsimile: (203) 319-4768


 


66





















 


If to the Managing
Member:


 


IMS Health Incorporated


1499 Post Road


Fairfield, CT  06824


Attention: General Counsel


Facsimile: (203) 319-4747


 


with a copy to:


 


IMS Health Incorporated


1499 Post Road


Fairfield, CT  06824


Attention: Senior Tax
Director


Facsimile: (203) 319-4768


 


If to CMS:


 


Coordinated Management
Systems, Inc.


801 West Street, 2nd
Floor


Wilmington, Delaware
19801-1545


Attention: Kenneth J.
Kubacki


Facsimile: (302) 428-1410


 


If to IMS AG:


 


IMS AG.


Dorfplatz 4


6330 Cham, Switzerland


Attention: Peter Echser


Facsimile:
011-41-41-780-0363


 


in the case of either CMS
or IMS AG, with a copy to:


 


IMS Health Incorporated


1499 Post Road


Fairfield, CT  06824


Attention: General
Counsel


Facsimile: (203) 319-4747


 


67





















 


If to Utrecht:


 


Utrecht-America Finance
Co.


245 Park Avenue


New York, New York 10167


Attention: Treasurer


Facsimile: (212) 922-0969


 


If to Edam:


 


Edam, L.L.C.


c/o Utrecht-America Financial Services, Inc.


245 Park Avenue


New York, New York 10167


Attention: Treasurer


Facsimile: (212) 922-0969


 


in the case of either
Utrecht or Edam, with a copy to:


 


Cooperatieve Centrale Raiffeisen-Boerleenbank B.A.


“Rabobank Nederland,” New
York Branch


245 Park Avenue


New York, New York 10167


Attention: Treasurer


Facsimile: (212) 922-0969


 


Any such notice shall be deemed to be delivered,
given, and received for all purposes as of the date so delivered, if delivered
personally, or otherwise as of the date on which the same was received.  Any Person may from time to time specify a
different address by notice to the Company and the Members.


 


SECTION 15.02.  Binding Effect.


 


Except as otherwise provided in this Agreement, every
covenant, term, and provision of this Agreement shall be binding upon and inure
to the benefit of the Members and their respective successors, transferees and
assigns.


 


SECTION 15.03.  Construction.


 


Every covenant, term, and provision of this Agreement
shall be construed simply according to its fair meaning and not strictly for or
against any Member.


 


SECTION 15.04.  Headings.


 


Section and other headings contained in this Agreement
are for reference purposes only and are not intended to describe, interpret,
define, or limit the scope, extent, or intent of this Agreement or any
provision of this Agreement.


 


68





















 


SECTION 15.05.  Severability.


 


Except as otherwise provided in the succeeding
sentence, every provision of this Agreement is intended to be severable, and,
if any term or provision of this Agreement is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the validity or
legality of the remainder of this Agreement.  The preceding sentence of
this Section 15.05 shall be of no force or effect if the consequence of
enforcing the remainder of this Agreement without such illegal or invalid term
or provision would be to cause any Member to lose the benefit of its economic
bargain.


 


SECTION
15.06.  Variation of Pronouns.


 


All pronouns and any variations thereof shall be
deemed to refer to masculine, feminine, or neuter, singular or plural, as the
identity of the Person or Persons may require.


 


SECTION 15.07.  Governing Law.


 


The laws of the State of Delaware shall govern the
validity of this Agreement, the construction of its terms, and the
interpretation of the rights and duties of the Members.


 


SECTION
15.08.  Waiver of Action for Partition.


 


Each of the Members irrevocably waives any right that
it may have to maintain any action for partition with respect to any of the
Property.


 


SECTION
15.09.  Waiver of Jury Trial.


 


Each of the Members irrevocably waives to the extent
permitted by law all rights to trial by jury in any action, proceeding or
counterclaim arising out of or relating to this Agreement.


 


SECTION
15.10.  Consent to Jurisdiction.


 


Each Member (i) irrevocably submits to the
jurisdiction of any New York State or Delaware State court or Federal court
sitting in New York County or Wilmington, Delaware in any action arising out of
this Agreement, (ii) agrees that all claims in such action may be decided
in such court, (iii) waives, to the fullest extent it may effectively do
so, the defense of an inconvenient forum, and (iv) consents to the service
of process by mail.  A final judgment in
any such action shall be conclusive and may be enforced in other jurisdictions.  Nothing herein shall affect the right of any
party to serve legal process in any manner permitted by law or affect its right
to bring any action in any other court.


 


SECTION
15.11.  Counterpart Execution.


 


This Agreement may be executed in any number of
counterparts with the same effect as if all of the Members had signed the same
document.  All counterparts shall be construed together and shall
constitute one agreement.


 


69





















 


SECTION
15.12.  Sole and Absolute Discretion.


 


Except as otherwise provided in this Agreement, all
actions which the Managing Member may take and all determinations which the
Managing Member may make pursuant to this Agreement may be taken and made at
the sole and absolute discretion of the Managing Member.


 


SECTION
15.13.  Specific Performance.


 


Each Member agrees with the other Members that the
other Members would be irreparably damaged if any of the provisions of this
Agreement are not performed in accordance with their specific terms and that
monetary damages would not provide an adequate remedy in such event. 
Accordingly, it is agreed that, in addition to any other remedy to which the
nonbreaching Members may be entitled, at law or in equity, the nonbreaching
Members shall be entitled to injunctive relief to prevent breaches of the provisions
of this Agreement and specifically to enforce the terms and provisions of this
Agreement in any action instituted in any court of the United States or any
state thereof having subject matter jurisdiction thereof.


 


[signatures follow on separate pages]


 


70





















 


IN WITNESS WHEREOF, the parties have entered into this
Agreement as of 9:05 A.M. on the date first above set forth.


 


	
   

  	
  MANAGING MEMBER:

  
	
   

  	
   

  
	
   

  	
  IMS HEALTH INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Robert
  H. Steinfeld

  	
   

  
	
   

  	
   

  	
    Name:

  	
  Robert H. Steinfeld

  
	
   

  	
   

  	
    Title:

  	
  Senior Vice President,
  General Counsel

  & Corporate Secretary

  
					



 


THIS IS A
SIGNATURE PAGE TO AGREEMENT OF LIMITED LIABILITY COMPANY

OF IMS HEALTH LICENSING ASSOCIATES, L.L.C.


 


S-1























 


	
   

  	
  CLASS B MEMBERS:

  
	
   

  	
   

  
	
   

  	
  IMS AG

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Peter
  Echser

  	
   

  
	
   

  	
   

  	
  Name: Peter Echser

  
	
   

  	
   

  	
  Title: Director

  
					



 


S-2





















 


 


	
   

  	
  COORDINATED MANAGEMENT SYSTEMS,
  INC.

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By

  	
  /s/ Kenneth
  J. Kubacki

  	
   

  	 

	
   

  	
   

  	
  Name: Kenneth J. Kubacki

  
	
   

  	
   

  	
  Title:

  	
  Vice President and

  	 

	
   

  	
   

  	
  Chief Operating Officer

  	 

							



 


S-3





















 


	
   

  	
  CLASS A MEMBERS:

  
	
   

  	
   

  
	
   

  	
  UTRECHT-AMERICA FINANCE CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/
  Nancy J. McIver

  	
   

  
	
   

  	
   

  	
  Name: Nancy J. McIver

  
	
   

  	
   

  	
  Title:    Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/ J.W. den Baas

  	
   

  
	
   

  	
   

  	
  Name: J.W. den Baas

  
	
   

  	
   

  	
  Title:   Vice President

  
					



 


S-4





















 


	
   

  	
  EDAM, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By

  	
  Merel Corp.

  
	
   

  	
   

  	
  Its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Kevin
  Moclair

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Kevin Moclair

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ J.W. den Baas

  	
   

  
	
   

  	
   

  	
   

  	
  Name: J.W. den Baas

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  



 


S-5