Exhibit 10.1


PURCHASE AND SALE AGREEMENT


This Purchase and Sale Agreement (this “Purchase Agreement”) is entered
into as of the 1st day of June, 2007,


	
  BETWEEN:

  	
  ULLMAN FAMILY PARTNERSHIP, L.P.,
  a New Jersey limited partnership having an office at 1200 Route 46 West,
  Suite 200, Clifton, New Jersey 07013,
  referred to as “Seller”.

  
	
   

  	
   

  
	
  AND:

  	
  IMS HEALTH INCORPORATED, a
  Delaware corporation having an office at 660 West Germantown Pike, Plymouth
  Meeting, Pennsylvania 19462, referred
  to as “Buyer”.

   

  



 


In
consideration of the covenants, promises, and undertakings set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Seller and Buyer hereby agree as follows:


1.                                       Purchase Agreement. 
Seller agrees to sell and Buyer agrees to buy the Property (as
hereinafter defined).  This Purchase
Agreement is being entered into simultaneously with a Lease Agreement between
Seller, as landlord, and Buyer, as tenant (the “Lease”) for the Property.


2.                                       Property.  The property to be sold consists
of: (a) the land and all the buildings, other improvements and fixtures on the
land; (b) all of Seller’s rights relating to the land, including, without
limitation, all easements, hereditaments and appurtenances belonging to or
inuring to the benefit of Seller and pertaining to the land; (c) all equipment,
apparatus, machinery and furnishings located at the property and owned by
Seller and used in connection with the operation and ownership of the Property; (d) the reversionary interest in any street
or road abutting the land to the center lines thereof and all right,
title and interest of Seller in and to any award made or to be made in lieu
thereof and in and to any unpaid award for damage to the Property by reason of
change of grade of any street; (e) all
of Seller’s other rights, licenses, and interests pertaining to the land,
including, without limitation, all of Seller’s right, title and interest in and
to all permits, development rights and zoning rights that are assignable
without recourse to Seller; and (f) all guaranties, warranties, certificates,
permits, approvals, rights and privileges relating to the Property that are
assignable without recourse to Seller.  The real property to be sold is commonly
known as 11 Waterview Boulevard, in the Township of Parsippany-Troy Hills in
the County of Morris, and State of New Jersey (the “Property”).  It is shown on the municipal tax map as Lot
4, in Block 421.04 and is more particularly described in the legal description
attached hereto as Exhibit A.  For
purposes of this Purchase Agreement, the “Property” shall include all signs,
site plans, surveys, geophysical soil and substrata studies, architectural
renderings, plans and specifications, engineering plans and studies, floor
plans and other plans and studies of any kind, leasing brochures, market
studies, tenant data sheets and other supplies owned by Seller and in Seller’s
current possession or control, that are used in connection with the operation
and ownership of the Property as of the date of this Purchase Agreement.


3.                                       Purchase Price.  The
purchase price for the Property is Thirty Million Two Hundred Fifty Thousand
and 00/100 Dollars ($30,250,000.00) (the “Purchase Price”).  Buyer will pay the













Purchase
Price at closing of title (“Closing”) by wire transfer or in other immediately
available funds (subject to adjustment at Closing).


4.                                       Time and Place of Closing.  The Closing shall be no earlier than January
2, 2008 and no later than August 31, 2008. 
The Closing will be held at the
offices of Lowenstein Sandler, 65 Livingston Avenue, Roseland, New Jersey.  Buyer shall be required to give Seller
at least ninety (90) days’ prior written notice of the date on which Buyer proposes to schedule the
Closing.  Failure to give such notice on
or before June 1, 2008 or to close by August 31, 2008 shall be deemed a
repudiation of this Purchase Agreement and will result in an uncurable
termination of such right to purchase the Property.  In such event, notwithstanding anything
contained in this Purchase Agreement or the Lease to the contrary, the Extended
Term (as defined in the Lease) will take effect in accordance with the
provisions contained in the Lease.


5.                                       Transfer of Ownership.  On
the date of Closing, Seller will transfer fee simple marketable title of the
Property to Buyer.  Seller will give
Buyer a properly executed deed in form for recording in the form attached
hereto as Exhibit B, an affidavit of title acceptable to Buyer’s title company,
a FIRPTA certificate, as well as, subject to Section 8 of this Purchase
Agreement, any other documents reasonably required by Buyer’s title insurance
company.


6.                                       Type of Deed.  A
deed is a written document used to transfer ownership of property.  In this sale, Seller agrees to provide and
Buyer agrees to accept a deed known as a bargain and sale deed with covenants
against grantors’ acts.


7.                                       Inspection of the Property.  Buyer
may, within thirty (30) days after the date on which Seller or Seller’s counsel
delivers a fully executed copy of this Purchase Agreement to Buyer or Buyer’s
counsel (the “Inspection Period”), have an environmental inspection of the
Property, including, without limitation, testing, made by a licensed
environmental consultant of Buyer’s selection. 
Buyer shall have the right to terminate this Purchase Agreement by
delivering to Seller a notice of termination no later than 5:00 p.m. on the
last day of the Inspection Period, time being “OF THE ESSENCE” respecting
delivery of the notice, if Buyer’s environmental consultant determines that
there has been a Release (as defined in the Lease) of Regulated Substances (as
defined in the Lease).  Buyer shall turn
over to Seller copies of any surveys, plans, title reports, studies, analysis
and other written materials prepared by Buyer or its consultants with respect
to the Property (the “Information”) as Seller may request.  The Information will be kept confidential by
Buyer and shall not (a) be disclosed by Buyer in any manner whatsoever, except
to its agents, employees and representatives, including, but not limited to,
attorneys, lenders, environmental consultants and engineers (“Representatives”),
or (b) be used by Buyer in any manner other than in connection with the
evaluation of the transaction described above. 
Buyer agrees to inform its Representatives of the confidential nature of
the Information.  Notwithstanding anything contained in this Purchase Agreement or the
Lease to the contrary, Buyer shall remain liable for all of its obligations set
forth in the Lease with respect to the Interim Term (as defined in the Lease)
and the Extended Term  (as defined
in the Lease) even if Buyer terminates this Purchase Agreement.


8.                                       Title.  Seller agrees to transfer and
Buyer agrees to accept fee simple marketable title of the Property subject to
the following exceptions (the “Permitted Exceptions”):



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(a)           The rights of utility companies to maintain
pipes, poles, cables and wires over, on and under any street adjacent to the
Property, the part of the Property next to any such street or running to any
building or other improvement on the Property;


(b)           Easements, conditions, and restrictions of
record, if any, disclosed in items 1-16 of Schedule B of the title insurance
policy number O-9993-2885755, dated October 1, 2002, issued by Stewart Title
Insurance Company, a copy of which is attached hereto as Exhibit C; and


(c)           State of facts as set forth on the Survey
dated August 30, 2001 and
prepared by Studer and McEldowney, P.A., a copy of which is attached hereto as Exhibit D.


Buyer shall, within
thirty (30) days after the date on which Seller or Seller’s counsel delivers a
fully executed copy of this Purchase Agreement to Buyer or Buyer’s counsel,
advise Seller if Buyer’s title commitment or survey of the Property reveals any
exceptions, encumbrances, encroachments, easements or other matters other than
Permitted Exceptions that, in Buyer’s reasonable opinion, would adversely
impact use of the Property for the Permitted Use (collectively, the “Objections”).  Seller shall, within ten (10) days after
receipt of said notice, advise Buyer which, if any, Objections Seller is
unwilling to satisfy, cure or correct at or prior to Closing.  If Seller fails to provide such notice to
Buyer, Seller shall be deemed to have refused to satisfy, cure or correct the
Objections at or prior to Closing.  In
the event Seller is unwilling to satisfy any of the Objections at or prior to
Closing, Buyer may, at its sole option, (a) accept title subject to the
Objections, in which event said Objections shall be deemed to be waived for all
purposes; or (b) subject to the following sentence of this Purchase Agreement,
terminate this Purchase Agreement, whereupon this Purchase Agreement shall be
of no further force and effect and the parties shall be released of all further
liability hereunder at law or in equity. 
Seller may invalidate Buyer’s termination of this Purchase Agreement
pursuant to the preceding sentence by causing Buyer’s title insurance company
licensed to do business in the State of New Jersey to issue a title commitment
with respect to the Property without exception for any of the Objections that
caused Buyer to deliver notice to Seller of its intent to terminate this
Purchase Agreement, provided that Buyer shall not incur any additional costs
with respect to such title commitment, in which event this Purchase Agreement
shall be reinstated and thereafter shall remain in full force and effect until
Closing.  Notwithstanding anything
contained in this Purchase Agreement to the contrary, Seller shall not be
required to bring any action or incur any expense, except for the payment of
any encumbrance in a fixed or liquidated amount, not exceeding the Purchase
Price.  In the event that Seller refuses
to remedy or cure any monetary encumbrance which exceeds the Purchase Price,
Buyer shall have the option of terminating this Purchase Agreement, which right
may be exercised only in the ten (10) days following receipt of notice of
Seller’s refusal to remedy or cure any monetary encumbrance which exceeds the
Purchase Price.  Notwithstanding anything contained in this Purchase Agreement or the
Lease to the contrary, Buyer shall remain liable for all of its obligations set
forth in the Lease with respect to the Interim Term and the Extended Term even
if Buyer terminates this Purchase Agreement.


Notwithstanding any
provision to the contrary in this Agreement, Seller shall cause to be removed
as exceptions to title (i) the liens of any mortgages or deeds of trust
affecting the Property, (ii) any mechanic’s or materialmen’s liens filed
against the Property due to work performed at the Property by Seller at Seller’s
direction, and (iii) any encumbrances
on title that Seller causes to be created following the date of this Purchase
Agreement.



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9.                                       Seller Representations.  Seller
represents to Buyer to the best of its knowledge that:


(a)                                  Seller
is a limited partnership duly organized, validly existing and in good standing
under the laws of the State of New Jersey, and is authorized to do business in
the State of New Jersey.


(b)                                 As
of the date of Closing, the general partner of Seller will have duly authorized
the execution and performance of this Purchase Agreement, and such execution
and performance will not violate any material term of Seller’s partnership
agreement, or any other material agreement by which Seller may be bound.  A true and correct copy of the consent of
Seller’s general partner authorizing Seller to enter into this Purchase
Agreement and to fulfill its obligations hereunder is attached to this Purchase
Agreement as Exhibit F.


(c)                                  As
of the date of this Purchase Agreement and as of the date of Closing, this
Purchase Agreement constitutes and will constitute the valid and binding
obligation of Seller enforceable against Seller in accordance with its terms.


(d)                                 Seller
has received no written notice of any pending or threatened litigation
affecting the Property or Seller’s right or title thereto, and there is no
pending or threatened in writing condemnation proceeding for the permanent or
temporary taking of the Property or any portion thereof.


(e)                                  Seller
is not a “foreign person” within the meaning of Section 1445 of the Internal
Revenue Code of 1986, as amended.


(f)                                    Seller
has received no written notice of any violation of any law, rule, order,
permit, requirement, code, ordinance, statute or regulation issued by any
governmental agency, board, commission, authority or other governmental entity,
of any action in any court or in any governmental or administrative body on
account thereof, against or affecting the zoning, use, development,
maintenance, condition or operation of the Property or any part thereof.


(g)                                 There
are no tax reduction proceedings pending with respect to all or any portion of
the Property and Seller has received no written notice of any proposed (i) increase
in the assessed value of the Property, or (ii) public improvement or other
assessment regarding the Property.


(h)                                 At
Closing, there shall be no service contracts or leases affecting the Property,
other than the Lease and those service contracts or leases entered into by
Buyer or those service contracts entered into by Seller following Buyer’s
failure to do so if required under the Lease and after applicable notice and
cure periods.


At Closing, Seller shall
update the representations herein above as the facts then exist.  The representations made in this Section 9
and any update of such representations shall survive the Closing.


10.                                 Buyer Representations.  Buyer
represents to Seller that:



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(a)                                  Buyer
is a corporation duly formed, validly existing and in good standing under the
laws of the Delaware, and is authorized to do business in the State of New
Jersey.


(b)                                 Buyer
has duly authorized the execution and performance of this Purchase Agreement,
and such execution and performance will not violate any material term of Buyer’s certificate of incorporation
or by-laws, or any other material agreement by which Buyer may be bound.  A true
and correct copy of the resolutions authorizing Buyer to enter into this Purchase Agreement and to fulfill its
obligations hereunder is attached to this Purchase Agreement as Exhibit E.


(c)                                  This
Purchase Agreement constitutes the valid and binding obligation of Buyer
enforceable against Buyer in accordance with its terms.


11.                                 Assessments for Municipal Improvements. 
There shall be no adjustment at Closing with respect to taxes,
assessments, utilities, or any similar charges, because Buyer is solely
responsible for all such charges pursuant to the Lease.


12.                                 Adjustments at Closing. 
Subject to Article 2 of the Lease, Buyer and Seller agree to adjust at
closing any Base Rent (as defined in the Lease) previously paid by Buyer
pursuant to the Lease and allocable to the period following the Closing.  Notwithstanding anything contained in this Purchase
Agreement or in the Lease to the contrary, Buyer must cure any monetary
defaults under the Lease at or prior to Closing.


13.                                 Closing Costs.  Seller shall be responsible for any realty
transfer taxes or similar fees that are customarily paid by a grantor in the
State of New Jersey.  Buyer shall be responsible for any
realty transfer taxes or similar fees that are customarily paid by a grantee in
the State of New Jersey, including any fee imposed on the conveyance of the
Property pursuant to N.J.S.A. 46:15-7.2.


14.                                 Possession.  Buyer acknowledges that Buyer
shall have exclusive possession of the Property on and after the date of this
Purchase Agreement pursuant to the Lease.


15.                                 Complete Agreement.  This
Purchase Agreement is the entire and only agreement between Buyer and Seller
relating to the sale of the Property, except for the Lease.  This Purchase Agreement replaces and cancels
any other previous agreements between Buyer and Seller, except for the
Lease.  This Purchase Agreement can only
be changed by an agreement in writing signed by both Buyer and Seller.  Seller states that Seller has not granted any
option, right of first refusal or contract to purchase any or all of the
Property to any person or entity other than Buyer.  This Purchase Agreement and the
Lease shall be interpreted together.


16.                                 Parties Liable.  This
Purchase Agreement is binding upon all parties who sign it and all who succeed
to their rights and responsibilities.


17.                                 Notices.  All notices from Buyer to
Seller shall be directed to Seller’s Notice Address.  All notices from Seller to Buyer shall be
directed to Buyer’s Notice Address. 
Either party may designate in writing a substitute address for notices,
and thereafter notices shall be directed to the substitute address.  Notices shall be hand delivered, sent by
reputable guaranteed overnight courier service with computerized tracking
capabilities (such as DHL, UPS, and FedEx), or by



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time stamped facsimile
transmission, followed the next business day by delivery from a reputable
guaranteed overnight courier service with computerized tracking
capabilities.  Notices shall be deemed
received upon receipt in the cases of hand delivery and facsimile transmission
(but only if confirmed by delivery the next business day from a reputable guaranteed
overnight courier service with computerized tracking capabilities), and the
next business day if sent by a reputable guaranteed overnight courier.


Seller’s Notices Address:


Ullman Family
Partnership, L.P.


1200 Route 46 West, Suite
200


Clifton, New Jersey 07013


Attention:  Kenneth D. Ullman


Facsimile No.: 
(973) 574-2415


With a copy to:


Lowenstein Sandler PC


65 Livingston Avenue


Roseland, New Jersey
07068


Attention:  R. Barry Stiger, Esq.


Facsimile No: 
(973) 597-2525


Buyer’s Notice Address:


IMS Health Incorporated


660 West
Germantown Pike


Plymouth Meeting,
Pennsylvania 19462


Attention: Senior
Director Procurement and Real Estate


Facsimile No.: (610)
834-4655


With a copy to:


Robinson &
Cole LLP


Financial Centre


695 East Main
Street


Stamford,
Connecticut 06904


Attention: Steven
L. Elbaum, Esq.


Facsimile No.: (203)
462-7599


18.                                 Realtor’s Commission.  Each
party represents to the other that no real estate broker or agent was involved
in the sale of the Property, except for Cushman & Wakefield of New
Jersey, Inc. on behalf of Seller and CR Richard Ellis, Inc. on behalf of Buyer
(together, the “Brokers”).  If any person or entity makes a claim for a
real estate commission or brokerage fee in connection with this sale based upon
allegations inconsistent with the foregoing representation, the party who is
alleged to have dealt with the claimant shall indemnify the other party against
any and all expenses, losses and claims in connection therewith.  Seller agrees to pay all brokerage



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commissions owing to the
Brokers in accordance with one or more separate agreements with the Brokers.


19.                                 Risk of Loss.  Prior
to Closing, the parties’ respective rights and obligations with respect to fire
or other casualty shall be governed by the provisions set forth in the
Lease.  Buyer shall have no additional
rights with respect to fire or other casualty pursuant to this Purchase
Agreement.  However, Buyer’s rights set
forth in this Purchase Agreement shall automatically terminate if the Lease is
terminated in accordance with its terms.


20.                                 Condemnation.  Prior to Closing, the parties’ respective
rights and obligations with respect to condemnation shall be governed by the
provisions set forth in the Lease.  Buyer
shall have no additional rights with respect to condemnation pursuant to this
Purchase Agreement.  However, Buyer’s
rights set forth in this Purchase Agreement shall automatically terminate if
the Lease is terminated in accordance with its terms.


21.                                 1031
Exchange.  Buyer and Seller each
hereby acknowledge that the sale and purchase of the Property pursuant to this Purchase Agreement may comprise part
of independent like-kind (tax deferred) exchange(s) under Section 1031 of the
Internal Revenue Code, which will not delay the Closing or cause additional
expense to either party.  The Seller’s
and/or Buyer’s rights, as the case may be, under this Purchase Agreement may be assigned to a qualified intermediary for
the purpose of completing such an exchange. 
Each party agrees to cooperate with the other and the other’s qualified
intermediary in any way necessary to effectuate or facilitate such like-kind
exchange.


22.                                 Counterparts; Facsimile Copies.  This
Purchase Agreement may be executed in any number of counterparts (and by
facsimile signature pages), all of which taken together shall constitute the
original hereof.  When counterparts have
been executed by and delivered to all parties hereto, or their counsel, they
shall have the same effect as if the signatures were all on the same copy
hereof.


23.                                 Service Contracts.  So
long as Buyer is not in default beyond applicable notice and cure periods of
any of the terms and conditions contained in the Lease regarding service
contracts, Seller shall not enter into any new service contracts or agreements
for the Property that cannot be terminated on thirty (30) days’ (or less)
notice without the prior written consent of Buyer, which consent may be granted
or withheld in the sole and absolute discretion of Buyer.


24.                                 Assignment.  Buyer may not assign this
Purchase Agreement or any of Buyer’s rights hereunder, to anyone other than a
Permitted Assignee (as hereinafter defined) without first obtaining Seller’s
written approval.  Subject to the
conditions set forth in this Section 24, Buyer may assign its rights under this
Agreement to a Permitted Assignee without the prior written consent of
Seller.  In the event that Buyer desires
to assign its rights under this Agreement to a Permitted Assignee, Buyer shall
send written notice to Seller at least five (5) business days prior to the
effective date of such assignment stating the name and, if applicable, the
constituent persons or entities of the Permitted Assignee.  For purposes of this Paragraph, the terms “Permitted
Assignee” shall mean any entity that controls, is controlled by, or is under
common control with Buyer.  Notwithstanding
the foregoing, Buyer shall remain primarily liable for all of its obligations
set forth in this Purchase Agreement.



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25.                                 Governing Law.  This
Purchase Agreement shall be governed by and construed in accordance with the
laws of the State of New Jersey, without regard to the principles thereof
regarding conflict of laws.


[signatures appear on the following page]



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SIGNED
AND AGREED TO BY:


	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  ULLMAN FAMILY PARTNERSHIP, L.P.

  
	
   

  	
   

  
	
   

  	
  By:  The Ullman Group, Inc., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth D. Ullman

  	
   

  
	
   

  	
   

  	
  Name:  Kenneth D. Ullman

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUYER:

  
	
   

  	
   

  	
   

  
	
   

  	
  IMS HEALTH INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David R. Carlucci

  	
   

  
	
   

  	
   

  	
  Name:  David R. Carlucci

  
	
   

  	
   

  	
  Title: Chairman and Chief Executive Officer

  
					



 



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