**Exhibit 10.2**

 

Closing AgreementOn Final Determination

Covering SpecificMatters

 
| Under sections 7121 and  6224(c) of the Internal Revenue Code, IMS Health Licensing        |
|--------------------------------------------------------------------------------------------|
|                                                                                       |
| Associates L.L.C.,  f/k/a IMS Health Licensing Associates, L.P., f/k/a Cognizant Licensing |
|                                                                                       |
| Associates, LP f/k/a  Duns Licensing Associates, L.P., c/o IMS Health Incorporated,        |
| (Taxpayer’s name,  address, and identifying number)                                   |
|                                                                                       |
| 1499 Post Rd.  Fairfield, CT. 06824, EIN #98-0137321                                       |

 

and the Commissioner ofInternal Revenue make the following closing agreement:

 

A.            WHEREAS, IMS Health Licensing Associates, L.L.C., f/k/aIMS Health Licensing Associates, L.P., f/k/a Cognizant Licensing Associates,L.P., f/k/a Duns Licensing Associates, L.P., the entity referred to in thecaption above (the “Partnership”), was organized under Delaware law on June 7,1993, and, during 1998-2003, the following entities held partnership interestsin the Partnership: IMS AG, f/k/a IMS Pharminform Holding AG, held a generalpartnership interest (“IMS Pharminform”), and Media Licensing Associates, Inc.,Utrecht-America Finance Co., Edam LLC, and Coordinated Management Systems, Inc.(“CMS”) held limited partnership interests. IMS Health Incorporated is the taxmatters partner of the Partnership.

 

B.            WHEREAS, a dispute has arisen between the Partnership andthe Commissioner of Internal Revenue for taxable years ending December 31, 1998through December 31, 2003 regarding the validity of the Partnership for taxpurposes, including, but not limited to, whether or not (a) the terms “Partnership”and “partner” have any legal effect; (b) the Partnership was a validpartnership; (c) all the partners of the Partnership were valid partners;(d)Edam LLC and Utrecht-America Finance Co. were partners in, rather than lendersto, the Partnership; (e) the Partnership’s activities had economic substance;(f) the partners of the Partnership had a business purpose for becomingpartners in the Partnership; (g) the Partnership’s adjustments and/or electionunder I.R.C. sections 734(b), 743(b) and 754 and the regulations thereunder arevalid; and (h) the amount and timing of tax amortization deductions for thePartnership’s assets are allowable.

 

C.            WHEREAS, the Partnership and the Commissioner of InternalRevenue desire to resolve this dispute with respect to taxable years endingDecember 31, 1998 through December 31, 2003 and December 31, 2004 throughDecember 31, 2013 with finality under the terms set forth in this agreement(the “Partnership Closing Agreement”).

 

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**NOW IT ISHEREBY DETERMINED AND AGREED FOR FEDERAL TAX PURPOSES THAT**:

 

1.             For taxable years ending after December 31, 2003, thePartnership agrees that it will not make any further adjustments to the basisof Partnership assets under section 734 or section 743, nor will it make any furtherelections under section 754.

 

2.             There will be no adjustments to partnership items andaffected items in taxable years ending December 31, 1998 through December 31,2003 and December 31, 2004 through December 31, 2013 relating to the disputedissue addressed in this Partnership Closing Agreement, including, but notlimited to, whether or not (a) the terms “Partnership” and “partner” have anylegal effect; (b) the Partnership was a valid partnership; (c) all the partnersof the Partnership were valid partners;(d) Edam LLC and Utrecht-America FinanceCo. were partners in, rather than lenders to, the Partnership; (e) thePartnership’s activities had economic substance; (f) the partners of thePartnership had a business purpose for becoming partners in the Partnership;(g) the Partnership’s adjustments and/or election under I.R.C. sections 734(b),743(b) and 754 and the regulations thereunder are valid; and (h) the amount andtiming of tax amortization deductions for the Partnership’s assets areallowable.

 

3.             The Partnership is not subject to any penalty, includingpenalties under section 6662 of the Internal Revenue Code, in connection withthe matters covered by this Partnership Closing Agreement.

 

4.             The resolution of the Partnership items and affecteditems for the Partnership for the taxable years ending December 31, 2004through December 31, 2013, as reflected in this Partnership Closing Agreement,does not constitute an examination of its books and records for purposes ofI.R.C. § 7605.

 

5.             This agreement is final and conclusive except:

 

*(1) *the matter it relates to maybe reopened in the event of fraud, malfeasance, or misrepresentation ofmaterial fact;

 

*(2) *it is subject to theInternal Revenue Code sections that expressly provide that effect be given totheir provisions (including any stated exception for Code section 7121)notwithstanding any other law or rule of law; and

 

*(3) *if it relates to a taxperiod ending after the date of this agreement, it is subject to any law,enacted after the agreement date that applies to that tax period.

 

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**By signing, the above parties certify that they have read andagreed to the terms of this document.**

 

 
| Taxpayer (other than  individual) |   | IMS Health Licensing Associates  L.L.C.          |   |
|-----------------------------------|--------|--------------------------------------------------|--------|
|                              |   |
|                              | By     | IMS Health  Incorporated, Tax Matters Partner    |   | Date Signed | March 14, 2006 |   |
|                              |   |                                             |   |   |   |   |
|                              | By     | /s/ Robert H. Steinfeld                          |   |
|                              |   |  Robert  H. Steinfeld                       |   |
|                              |   |  Senior  Vice President and General Counsel |   |
|                              |   |
|                              |   |
| Commissioner of  Internal Revenue |   |
|                              |   |
|                              | By     | /s/ Christine C.  Haveles                        |   | Date Signed | March 15, 2006 |   |
|                              |   |  Christine  C. Haveles                      |   |
|                              |   |                                             |
|                              | Title  | Appeals  Team Case Leader                        |   |
|                                   |        |                                                  |        |  |  |  |  |  |  |  |  |

 

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