**Exhibit10.1**

 

**EXECUTIONCOPY**

 

**AGREEMENTOF LIMITED LIABILITY COMPANY**

 

**of**

 

**IMSHEALTH LICENSING ASSOCIATES, L.L.C.,**

 

**ADelaware limited liability company**

 

**By andAmong**

 

**IMSHEALTH INCORPORATED,**

**COORDINATEDMANAGEMENT SYSTEMS, INC.,**

**IMS AG,**

**UTRECHT-AMERICAFINANCE CO.,**

**AND**

**EDAM,L.L.C.**

 

**Dated asof March 17, 2005**

 

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**TABLE OFCONTENTS**

 
| 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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**AGREEMENTOF LIMITED LIABILITY COMPANY**

**OF**

**IMSHEALTH LICENSING ASSOCIATES, L.L.C.,**

**ADELAWARE LIMITED LIABILITY COMPANY**

 

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

 

**WITNESSETH****:**

 

**WHEREAS**, IMSHealth Licensing Associates, L.P. (the “***Partnership***”)was formed on June 7, 1993 as a Delaware limited partnership, andimmediately prior to the effectiveness of this Agreement, existed under thatcertain Eighth Amended and Restated Agreement of Limited Partnership dated asof July 1, 2003 (as amended by the Assignment, the “***Partnership Agreement***”) byand among IMS AG, as general partner (the “***General Partner***”),and UTRECHT-AMERICA FINANCE CO., EDAM, L.L.C., and COORDINATED MANAGEMENTSYSTEMS, 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 thatcertain Assignment of Limited Partner Interest (In Part) (the “***Assignment***”), Coordinated ManagementSystems, Inc. transferred (the “***Class B Transfer***”)1.1135%****of its interest as a Class BLimited Partner, representing a one percent (1.0%) Percentage Interest (asdefined in the Partnership Agreement), in each case, determined as of theClosing Date, to IMS Health Incorporated, a Delaware corporation (“***IMS Health***,” and together with the 8thAmendment Partners, the “***Partners***”);

 

**WHEREAS**,effective as of March 16, 2005, by unanimous written consent, the 8thAmendment Partners authorized and approved the Class B Transfer and theadmission of IMS Health as a substituted Class B Limited Partner of thePartnership;

 

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

 

**WHEREAS**,effective as of 9:05 A.M., New York time, on the date hereof, simultaneouslywith the effectiveness of this Agreement, the Partnership was converted to aDelaware limited liability company pursuant to Section 18-214 of the DelawareLimited Liability Company Act (6 Del. C. § 18-101 et seq.),as amended from time to time (the “***Act***”), andSection 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

 

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filing with the Secretaryof State of the State of Delaware of a Certificate of Conversion to LimitedLiability Company and a Certificate of Formation (the “***Conversion***”);and

 

**WHEREAS**,pursuant to this Agreement and the Conversion, upon the effectiveness of theConversion, 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 ITHE COMPANY**

 

## ***SECTION1.01.  Formation/Conversion.***

 

Effective as of the time of the Conversion,(i) the Partnership Agreement is replaced and superseded in its entiretyby this Agreement in respect of all periods beginning on or after theConversion, (ii) all of the limited partnership interests of the Partnersin the Partnership are converted to limited liability company interests in theCompany, (iii) the Partners are automatically admitted to the Company asmembers of the Company and (iv) the members are continuing the business ofthe Partnership without dissolution in the form of a Delaware limited liabilitycompany governed by this Agreement, all in accordance with the terms of thisAgreement.  In accordance withSection 18-214(g) of the Act, the Company shall constitute a continuationof the existence of the Partnership in the form of a Delaware limited liabilitycompany and, for all purposes of the laws of the State of Delaware, shall bedeemed 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 theCertificate and the Certificate of Conversion with the Secretary of State ofthe State of Delaware.  Upon suchfilings, IMS AG’s powers as an “authorized person” ceased, and the ManagingMember is hereby designated an “authorized person” to execute, deliver and fileany amendments and/or restatements of the Certificate and any othercertificates (and any amendments and/or restatements thereof) permitted orrequired to be filed with the Secretary of State of the State of Delaware andpermitted hereunder, and shall continue as the designated “authorized person”within the meaning of the Act.  TheManaging Member shall execute, deliver and file any other certificates,affidavits and other documentation (and any amendments and/or restatementsthereof) necessary to qualify the Company as a foreign limited liabilitycompany in any state or other jurisdiction in which such qualification isrequired by law.

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

 

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defined); and (iii) theClass B Limited Partner interest in the Partnership held by IMS HEALTHINCORPORATED is converted to, and IMS HEALTH INCORPORATED is admitted as thesole Managing Member of the Company in respect of, the Managing MembershipInterest (as hereinafter defined).

 

## ***SECTION 1.02.  Name.***

 

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

 

## ***SECTION 1.03.  Purpose.***

 

The purpose of the Company is to engage in thebusiness of owning certain investments in Permitted Assets and to manage, protect,conserve and dispose of such investments in Permitted Assets and to make suchadditional investments and engage in such additional business endeavors as arepermitted under this Agreement or otherwise as the Members may agree, and toengage in activities related or incidental thereto.  The Company shall have the power to do anyand all acts necessary, appropriate, proper, advisable, incidental orconvenient to or in furtherance of the purpose of the Company and shall havewithout limitation, any and all powers that may be exercised on behalf of theCompany by the Managing Member pursuant to Section 1.09(c) andArticle V hereof.

 

## ***SECTION1.04.  Principal Place of Business.***

 

The principal place of business of the Company shallbe located at IMS Health Incorporated, 1499 Post Road, Fairfield, Connecticut06430.  The Managing Member may changethe principal place of business of the Company to any other place within the UnitedStates of America upon ten (10) Business Days’ notice to the otherMembers.  The registered office of the Company in the State of Delaware islocated at The Corporation Trust Company, Corporation Trust Center, 1209 OrangeStreet, Wilmington, New Castle County, Delaware 19801.

 

## ***SECTION 1.05.  Term***.

 

The term of the Company is deemed to have commenced onthe date the certificate of limited partnership described inSection 17-201 of the Delaware Limited Partnership Act was filed in theoffice of the Secretary of State of the State of Delaware in accordance withthe Delaware Limited Partnership Act and shall continue until the winding upand liquidation of the Company and its business is completed following aLiquidating Event as provided in Article XII hereof.

 

## ***SECTION1.06.  Filings; Agent for Service ofProcess.***

 

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

 

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### Member shall take any and allactions reasonably necessary to perfect and maintain the status of the Companyas a limited liability company under the laws of the State of Delaware or anyother states in which the Company is engaged in business, including thepreparation and filing of such amendments to the Certificate and such otherassumed name certificates, documents, instruments and publications as may berequired by law, including without limitation, action to reflect:

 

#### (i)                                     Achange in the Company name; or

 

#### (ii)                                  Acorrection of false or erroneous statements in the Certificate.

 

### (b)                                 The registered agent for service of process on theCompany in the State of Delaware shall be The Corporation Trust Company, CorporationTrust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware19801, or any successor as appointed by the Managing Member.

 

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

 

## ***SECTION 1.07.  Title to Property.***

 

All property owned by the Company or the CompanySubsidiary shall be owned by the Company or the Company Subsidiary as an entityand no Member shall have any ownership interest in such property in itsindividual name or right, and each Member’s interest in the Company shall bepersonal property for all purposes.  The Company shall hold all of itsproperty in the name of the Company and not in the name of any Member.

 

## ***SECTION1.08.  Payments of IndividualObligations.***

 

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

 

## ***SECTION1.09.  Independent Activities;Transactions with Affiliates***.

 

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

 

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

 

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### having or incurring anyobligation to offer any interest in such activities or businesses to theCompany or any Member, and neither this Agreement nor any activity undertakenpursuant to this Agreement shall prevent any Member or its Affiliates fromengaging in such activities, or require any Member to permit the Company or anyMember or its Affiliates to participate in any such activities, and as amaterial part of the consideration for the execution of this Agreement by eachMember, each Member hereby waives, relinquishes, and renounces any such rightor claim of participation.  The Members acknowledge that certain conflictsof interest may thus arise and hereby agree that the specific rights withrespect to the Members’ and their Affiliates’ freedom of action provided inthis Section 1.09(b) are sufficient to protect their respective interestsin relation to such possible conflicts and are to be in lieu of all otherpossible limitations which might otherwise be implied in fact, in law or inequity.

 

### (c)                                  To the extent permitted by applicable law andexcept as otherwise provided in this Agreement, the Managing Member, whenacting on behalf of the Company, is hereby authorized to purchase propertyfrom, sell property to or otherwise deal with any Member, acting on its ownbehalf, or any Affiliate of any Member; *provided* thatany such purchase, sale or other transaction shall be in the ordinary course ofthe Company’s business and shall be made on terms and conditions which are noless favorable to the Company than if the sale, purchase or other transactionhad been made with an independent third party on prevailing market terms. The Members agree that the 2003 IMS Lease, the Demand Loans, IMS HealthGuaranteed Demand Loans, the Demand Notes, the Fifth CMS ContributionAgreement, any Term Note to Spartan entered into pursuant toSection 5.03(j) hereof or Section 5.03(j) of the PartnershipAgreement, and any Master Lease entered into pursuant to Section 5.04(h)hereof satisfy this independent third-party standard and the Members hereby authorizethe Managing Member to cause the Company or the Company Subsidiary to enterinto the documents referenced in this Section 1.09(c) or confirm that IMSAG, in its capacity as General Partner under the Partnership Agreement, wasauthorized to cause the Partnership or the Partnership Subsidiary (as such termwas defined in the Partnership Agreement) to have entered into the documentsreferenced in this Section 1.09(c) that were entered into prior to theConversion.

 

### (d)                                 Each Member and any Affiliate thereof may alsoborrow money from, and transact other business with the Company and, subject toother applicable law, has the same rights and obligations with respect theretoas a Person who is not a Member.

 

## ***SECTION 1.10.  Definitions.***

 

Capitalized words and phrases used in this Agreementhave the following meanings:

*** ***

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

*** ***

***“***2003******CMS Improvements***”*** has themeaning set forth in subparagraph (i) of the definition of “PermittedAssets.”

*** ***

***“***2003 IMS Health Lease***”*** means thatcertain Lease Agreement, dated as of July 1, 2003 (as amended or otherwisemodified from time to time), between the

 

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

*** ***

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

*** ***

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

*** ***

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

 

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

 

(ii)                                  Debitto such Capital Account the items described inSections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and1.704-1(b)(2)(ii)(d)(6) of the Regulations.

 

The foregoing definition of Adjusted Capital AccountDeficit is intended to comply with the provisions ofSection 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpretedconsistently therewith.

*** ***

***“***Affiliate***”*** means,with respect to any Person, (i) any Person directly or indirectlycontrolling, 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 trusteeof any Person described in clauses (i) or (ii) of this sentence.   For purposes of this definition, the term “***control,***” (including, withcorrelative meanings, the terms “***controlling,***”“***controlled by***” or “***under common control with***”) meansthe possession, direct or indirect, of the power to direct or cause thedirection of the management and policies of a Person, whether through theownership of voting securities, by contract or otherwise.

*** ***

***“***Agreement***”*** means thisAgreement of Limited Liability Company of IMS Health Licensing Associates,L.L.C. (as amended, modified or supplemented from time to time in accordancewith the terms hereof) which shall constitute the limited liability companyagreement 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 sectionor sections of this Agreement unless otherwise specified.

*** ***

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

 

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

*** ***

***“***Alternative Appraiser***”*** means anyof the “Big Four” accounting firms (including appraisal divisions thereof orsuccessors 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’sCorporate Value Consulting, a division of The McGraw-Hill Companies, Inc., orwith the consent of all Members, any firm recommended by any of the foregoingAlternative Appraisers.

*** ***

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

*** ***

***“***Bankruptcy***”*** means,with respect to any Person, a Voluntary Bankruptcy or an InvoluntaryBankruptcy.  A “***VoluntaryBankruptcy***” means, with respect to any Person, (a)(i) theinability 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 debtsbecome due, or (iii) an admission in writing by such Person of itsinability to pay its debts generally or a general assignment by such Person forthe benefit of creditors, (b) the filing of any petition or answer by suchPerson seeking to adjudicate it a bankrupt or insolvent, or seeking for itselfany liquidation, winding up, reorganization, arrangement, adjustment,protection, relief, or composition of such Person or its debts under any lawrelating to bankruptcy, insolvency or reorganization or relief of debtors, orseeking, consenting to, or acquiescing in the entry of an order for relief orthe appointment of a receiver, trustee, custodian or other similar official forsuch Person or for any substantial part of its property, or (c) corporateaction taken by such Person to authorize any of the actions set forthabove.  An “***InvoluntaryBankruptcy***” means, with respect to any Person, without the consentor acquiescence of such Person, the entering of an order for relief orapproving a petition for relief or reorganization or any other petition seekingany 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 suchpetition against such Person which petition shall not be dismissed withinsixty (60) days, or, without the consent or acquiescence of such Person,the entering of an order appointing a trustee, custodian, receiver orliquidator of such Person or of all or any substantial part of the property ofsuch Person which order shall not be dismissed within sixty (60) days.  It is the intent of the Members that thesedefinitions 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 anyday except Saturday or Sunday or any other day on which commercial banks arerequired or authorized by law to close in New York City, Bermuda or Zurich oron which dealings in deposits are not carried on in the London interbankmarket.

*** ***

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

 

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(i)                                     Toeach Member’s Capital Account there shall be credited such Member’s CapitalContributions, such Member’s distributive share of Profits and any items in thenature of income or gain which are specially allocated pursuant toSections 3.03, 3.04 or 3.05 hereof.

 

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

 

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

 

The foregoing provisionsand the other provisions of this Agreement relating to the maintenance ofCapital Accounts are intended to comply with Section 1.704-1(b) of theRegulations, and they shall be interpreted and applied in a manner consistentwith such Regulations.  In the event theManaging Member shall determine that it is prudent to modify the manner inwhich the Capital Accounts, or any debits or credits thereto (including,without limitation, debits or credits relating to liabilities which are securedby contributed or distributed property or which are assumed by the Company orany Member), are computed in order to comply with such Regulations, theManaging Member may make such modification, *provided* thatit is not likely to have a Material Adverse Effect on the amounts distributableto any Member pursuant to Article XII hereof upon the dissolution of theCompany.  The Managing Member also shall(i) make any adjustments that are necessary or appropriate to maintainequality between the Capital Accounts of the Members and the amount of Companycapital reflected on the Company’s balance sheet, as computed for bookpurposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q),and (ii) make any appropriate modifications in the event unanticipatedevents might otherwise cause this Agreement not to comply with RegulationsSection 1.704-1(b), *provided* that,to the extent that any such adjustment is inconsistent with other provisions ofthis Agreement and would have a Material Adverse Effect on any Member, suchadjustment shall require the consent of such Member.

*** ***

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

 

“***Cash Available forDistribution***” for any Fiscal Quarter means the gross cashproceeds of the Company *less* theportion thereof used to pay or establish reasonable

 

8

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reserves for all Companyexpenses (including, without limitation, taxes), all as determined by theManaging Member.  “Cash Available forDistribution” will not be reduced by depreciation, depletion, amortization,cost recovery deduction, or similar allowances, and will be increased by anyreductions of reserves previously established pursuant to the first sentence ofthis definition.

 

“***Cash Equivalents***”shall mean cash and any of the following: (i) readily marketable directobligations of the Government of the United States or any agency orinstrumentality thereof or obligations unconditionally guaranteed by the fullfaith 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 equivalentgrade) by Moody’s or A-1 (or the then equivalent grade) by S&P, isorganized under the laws of the United States or any State thereof, and thelong term unsecured debt of which is rated A2 or better by Moody’s and A orbetter by S&P or (B) any commercial bank organized under the laws ofany OECD member country (as of the effective date of this Agreement) which isnot subject to currency controls and the long term unsecured debt of which israted A2 or better by Moody’s and A or better by S&P;*provided,however*, that all Property described in this definition other thancash shall have a maturity of not longer than ninety (90) days from the date ofacquisition thereof.

*** ***

***“***Certificate***”*** has themeaning set forth in Section 1.06 hereof.

*** ***

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

*** ***

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

*** ***

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

*** ***

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

*** ***

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

*** ***

***“***Closing Date***”*** means March 17,2005.

 

“***CMS***” meansCoordinated Management Systems, Inc., a Delaware corporation or any successorin interest.

 

“***CMS AdditionalContribution Agreement***” means that certain ContributionAgreement, dated July 6, 1993, between CMS and the Partnership pursuant towhich CMS contributed the assets described therein to the Partnership.

*** ***

***9***

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*** ***

***“***CMS Intangible Assets***”*** has themeaning set forth in subparagraph (i) of the definition of “PermittedAssets.”

*** ***

***“***Code***”*** means theInternal Revenue Code of 1986, as amended, modified or supplemented from timeto time, or any successor legislation.

*** ***

***“***Company***”*** means thelimited liability company formed pursuant to the Certificate and operatingunder this Agreement and the limited liability company continuing the businessof this Company pursuant to Section 12.01 hereof in the event ofdissolution as provided in this Agreement.

*** ***

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

*** ***

***“***Company Subsidiary***”*** has themeaning set forth in subparagraph (v) of the definition of “PermittedAssets.”

*** ***

***“***Company Subsidiary Stock***”*** has themeaning set forth in subparagraph (v) of the definition of “PermittedAssets.”

*** ***

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

*** ***

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

*** ***

***“***Debt***”*** of aPerson means (i) any indebtedness for borrowed money or deferred purchaseprice of property or services as evidenced by a note, bond, or otherinstrument, (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 bysuch Person, obligations to pay money secured by any mortgage, pledge, securityinterest, encumbrance, lien or charge of any kind existing on such assetwhether or not such Person has assumed or become liable for the obligationssecured thereby, (iv) obligations in respect of accounts payable, otherthan accounts payable that are incurred in the ordinary course of such Person’sbusiness and are not delinquent or are being contested in good faith byappropriate proceedings, and (v) obligations under direct or indirectguarantees of (including obligations (contingent or otherwise) to assure a creditoragainst loss in respect of) indebtedness or obligations of the kinds referredto in clauses (i), (ii), (iii) and (iv) above.

 

“***Delaware LimitedPartnership Act***” has the meaning set forth in the recitals tothis Agreement.

 

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

 

10

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

*** ***

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

*** ***

***“***Depreciation***”*** means, foreach Allocation Year, an amount equal to the depreciation, amortization, orother cost recovery deduction allowable for federal income tax purposes withrespect to an asset for such Allocation Year, except that (i) with respectto any asset whose Gross Value differs from its adjusted tax basis for UnitedStates federal income tax purposes and which difference is being eliminated byuse of the “remedial method” defined by § 1.704-3(d) of the Regulations,Depreciation for such Allocation Year shall be the amount of book basisrecovered for such Allocation Year under the rules prescribed by§ 1.704-3(d)(2) of the Regulations; and (ii) with respect to anyother asset whose Gross Asset Value differs from its adjusted basis for federalincome tax purposes at the beginning of such Allocation Year, Depreciation shallbe an amount which bears the same ratio to such beginning Gross Asset Value asthe federal income tax depreciation, amortization, or other cost recoverydeduction for such Allocation Year bears to such beginning adjusted tax basis; *provided, however*, that if the adjusted basis for federalincome tax purposes of an asset at the beginning of such Allocation Year iszero, Depreciation shall be determined with reference to such beginning GrossAsset Value using any reasonable method selected by the Managing Member.

*** ***

***“***Early Liquidation Date***”*** has themeaning 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 Memberas of any date occurring prior to June 30, 2006 on which (w) theCompany is liquidated pursuant to Article XII hereof, (x) such Member’sInterest is retired in whole or in part pursuant to Section 10.08 hereofor (y) the Interest of such Class A Member is purchased pursuant toSection 14.03 hereof (the “***Early Liquidation Date***”),equal to the excess, if any, of (i) the present value of the deemedquarterly distributions to be made to such Class A Member on the lastbusiness day of each Fiscal Quarter equal to 2.9235% of such Class A Member’s Unrecovered Capital as ofthe Early Liquidation Date during the period beginning on the Early LiquidationDate 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 EarlyLiquidation Date multiplied by (B) a percentage that will be determined bythe sum of (1) the sum of (a) the bid side of the Treasury yield *plus* (b) the bid side of the interbank swap spread, ineach case best approximating the period between the Early Liquidation Date andending on June 30, 2006, *plus*(2) 90 basis points.  The presentvalue determined under subparagraph (i) and the present value determinedunder subparagraph (ii) shall each be calculated using the sum of(X) the bid side of the

 

11

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

 

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

*** ***

***“***Electing Members***”*** has themeaning set forth in Section 14.03(a) hereof.

*** ***

***“***Election Date***”*** has themeaning set forth in Section 14.03(a) hereof.

*** ***

***“***Election Notice***”*** has themeaning set forth in Section 14.03(a) hereof.

*** ***

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

 

“***Fifth CMS ContributionAgreement***” means that certain Contribution Agreement effectiveas of July 1, 2003, between CMS and the Partnership pursuant to which CMScontributed the assets described therein to the Partnership.

*** ***

***“***Fiscal Quarter***”*** means(i) the period commencing on July 1, 2003 and ending onSeptember 30, 2003, and (ii) any subsequent three-month periodcommencing on each of January 1, April 1, July 1 andOctober 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 dateon which all Property is distributed pursuant to Section 12.02 hereof andthe Certificate has been canceled pursuant to the Act.

*** ***

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

*** ***

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

*** ***

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

*** ***

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

 

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

 

12

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and the Partnershippursuant to which CMS contributed the assets described therein to thePartnership.

*** ***

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

*** ***

***“***General Partner***”*** has themeaning 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 taxpurposes, except as follows:

 

(i)                                     Theinitial Gross Asset Value of any asset contributed by a Partner to thePartnership or a Member to the Company shall be the gross fair market value ofsuch asset as determined pursuant to Section 2.02(c) hereof; *provided* that the initial Gross Asset Value of the 2003 CMSImprovements was as set forth in Section 2.01 of the PartnershipAgreement;

 

(ii)                                  TheGross Asset Values of all Company assets shall be adjusted to equal theirrespective gross fair market values as determined in accordance withSection 10.08(b)(i) in connection with the following events:  (A) the acquisition of an additionalInterest in the Company by any Member in exchange for more than a *de minimis* Capital Contribution; (B) the distributionby 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 RegulationsSection 1.704-1(b)(2)(ii)(g);

 

(iii)                               TheGross Asset Value of any Company asset distributed to any Member shall be thegross fair market value of such asset as determined in accordance withSection 10.08(b)(i) hereof (or, in the case of cash, shall be its faceamount) as of the date of such distribution; and

 

(iv)                              TheGross Asset Values of Company assets shall be increased (or decreased) toreflect any adjustments to the adjusted basis of such assets pursuant to CodeSection 734(b) or Code Section 743(b), but only to the extent thatsuch adjustments are taken into account in determining Capital Accountspursuant 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 beadjusted pursuant to this subparagraph (iv) to the extent that anadjustment pursuant to subparagraph (ii) is required in connection with atransaction that would otherwise result in an adjustment pursuant to thissubparagraph (iv).

 

13

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If the Gross Asset Value of an asset has beendetermined or adjusted pursuant to subparagraph (i), (ii), or (iv) hereofor the corresponding provision of the Partnership Agreement, such Gross AssetValue shall thereafter be adjusted by the Depreciation taken into account withrespect to such asset for purposes of the allocations made pursuant toArticle III hereof.  For purposes ofthis definition of Gross Asset Value, a Capital Contribution or distributionshall be considered *de minimis* ifits value is less than $1,000,000.

*** ***

***“***Guaranty of Payment***”*** means anyguaranty given by IMS Health in connection with an IMS Health Guaranteed DemandLoan in the form of Exhibit A to the Form Demand Promissory Note attachedthereto as **Exhibit A**.

*** ***

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

*** ***

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

 

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

*** ***

***“***IMS Health Guaranty***”*** means thatcertain Third Amended and Restated IMS Health Guaranty, effective as of thedate of this Agreement, made by IMS Health in favor of Utrecht and Edam.

*** ***

***“***IMS Health Members***”*** means theManaging Member, IMS AG and CMS and any other Affiliate of IMS Health which mayfrom time to time own an Interest hereunder.

*** ***

***“***Indemnitee***”*** has themeaning set forth in Section 5.05(f)(i) hereof.

*** ***

***“***Indemnitor***”*** has themeaning set forth in Section 5.05(f)(i) hereof.

*** ***

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

*** ***

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

 

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

*** ***

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

*** ***

***“***Issuance Items***”*** has themeaning set forth in Section 3.04(d) hereof.

*** ***

***14***

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*** ***

***“***Leased Assets***”*** has themeaning set forth in subparagraph (vi) of the definition of “PermittedAssets.”

*** ***

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

*** ***

***“***Lien***”*** means anymortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,lien (statutory or other), preference, priority or other security agreement ofany kind or nature whatsoever (including, without limitation, any conditionalsale or other title retention agreement, any financing or similar statement ornotice filed under the Uniform Commercial Code (as in effect from time to timein the relevant jurisdiction), or any other similar recording or noticestatute, and any lease having substantially the same effect as any of theforegoing).

*** ***

***“***Liquidating Event***”*** has themeaning set forth in Section 12.01 hereof.

*** ***

***“***Liquidation Notice***”*** has themeaning set forth in Section 14.02(a) hereof.

*** ***

***“***Liquidator***”*** has themeaning set forth in Section 12.09 hereof.

*** ***

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

*** ***

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

*** ***

***“******ManagingMembership Interest***” means the Interest held by the ManagingMember.

*** ***

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

*** ***

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

*** ***

***“***Market Value***”*** means,with respect to any Permitted Security, as to any date, (i) if suchsecurity is registered under the Exchange Act and listed on a nationalsecurities exchange or included on the Nasdaq National Market (“***Nasdaq***”), the closing sales price onthe Business Day immediately preceding such date, and (ii) if suchsecurity is not traded on a national securities exchange or listed on Nasdaq orthe value otherwise cannot be determined under clause (i), the average ofthe firm prices bid for such date quoted by Morgan Stanley Dean Witter, SalomonSmith Barney and Credit Suisse First Boston, in each case for the full amountof the specific security for which the Market Value is being determined; *provided, however,* that the Market Value of any Term Note toSpartan 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 iscontinuing any payment or other material default with respect to any such Noteat the time such value is being determined, the Mark-to-Market Value of suchNote shall be determined by an investment or

 

15

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

*** ***

***“***Master Lease***”*** has themeaning set forth in Section 5.04(h) hereof.

*** ***

***“***Material Adverse Effect***”*** withrespect to each IMS Health Member shall mean (i) a material adverse effecton the business, operations, properties, or condition (financial or otherwise)of the Company, (ii) a material adverse effect on the ability of theCompany or each of the IMS Health Members to perform their respectiveobligations hereunder and under the agreements referred to herein to which theyare a party, or (iii) the invalidity or unenforceability of this Agreementor such other agreements or an assertion by the Company, or any such IMS HealthMember, that this Agreement or such other agreement is invalid or unenforceableor has an adverse effect on the rights or remedies of any Class A Memberunder this Agreement or such other agreements. “***Material Adverse Effect***” withrespect to any Class A Member shall mean (i) a material adverseeffect on the business, operations, properties, or condition (financial orotherwise) of such Class A Member, (ii) a material adverse effect onthe ability of such Class A Member to perform its obligations hereunderand under the agreements referred to herein to which it is a party or(iii) the invalidity or unenforceability of this Agreement or such otheragreements or an assertion by such Class A Member that this Agreement orsuch other agreement is invalid or unenforceable or an adverse effect on therights or remedies of the IMS Health Members under this Agreement or such otheragreement.

*** ***

***“***Member***”*** means anyPerson who is a Class A Member, a Class B Member or the ManagingMember.

*** ***

***“***Member Nonrecourse Debt***” has the same meaning as themeaning 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 toeach Member Nonrecourse Debt, equal to the Company Minimum Gain that wouldresult 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 themeaning of “partner nonrecourse deductions” as set forth in RegulationsSections 1.704-2(i)(1) and 1.704-2(i)(2).***

*** ***

***“***Moody’s***”*** meansMoody’s Investors Service, Inc. or any successor by merger or consolidation toits business.

*** ***

***“***New Managing Member***”*** has themeaning set forth in Section 10.02 hereof.

*** ***

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

*** ***

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

*** ***

***16***

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*** ***

***“***Notice Events***”*** has themeaning set forth in Section 14.01 hereof.

*** ***

***“***OECD***”*** means theOrganization for Economic Cooperation and Development.

*** ***

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

*** ***

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

*** ***

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

*** ***

***“***Percentage Interest***”*** means,with respect to any Member as of any date, the ratio (expressed as apercentage) of such Member’s Capital Account on such date to the aggregateCapital Accounts of all Members on such date, such Capital Accounts to bedetermined after giving effect to all contributions, distributions andallocations for all Allocation Years ending on or prior to such date.  ThePercentage Interest of each Member as of the Closing Date is set forth inSection 2.05 hereof.** **In the event that it is necessaryto determine the relative Percentage Interests of the Members at a time whenthe Capital Accounts of all Members are zero or less, their relative PercentageInterests shall be deemed to be the Percentage Interests set forth inSection 2.05 hereof.

*** ***

***“***Permitted Assets***”*** means:

 

(i)                                     ***Database and Software Assets***.  The assets, other than Company SubsidiaryStock, contributed to the Partnership by CMS pursuant to the CMS AdditionalContribution Agreement, the Second CMS Contribution Agreement, the Third CMSContribution Agreement, the Fourth CMS Contribution Agreement and the Fifth CMSContribution Agreement (in the latter instance, the “***2003CMS Improvements;***” and the 2003 CMS Improvements, *together with* the other assets included in thisclause (i), hereinafter referred to as the “***CMSIntangible Assets***”);

 

(ii)                                  DemandLoans and IMS Health Guaranteed Demand Loans;

 

(iii)                               PermittedSecurities;

 

(iv)                              Cashor Cash Equivalents;

 

(v)                                 ***Company Subsidiary Stock***.  One hundred percent (100%) of the issued andoutstanding stock (“***Company Subsidiary Stock***”) ofSpartan Leasing Corporation, a Delaware corporation (the “***CompanySubsidiary***”);

 

(vi)                              ***Leased Assets***.  Any of thefollowing items of personal property owned by the Company Subsidiary and leasedto (A) IMS Health or (B) any Affiliate of IMS Health, guaranteed byIMS 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

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(a)                                  Officefurniture, 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 itsAffiliates in the ordinary course of their businesses, (w) any “limiteduse 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 successorRevenue Ruling or Revenue Procedure, (x) any land, (y) any buildingsor (z) any other real estate; and

 

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

*** ***

***“***Permitted Encumbrances***”*** means,collectively, (i) ”Permitted Encumbrances” as defined in each of the CMSAdditional Contribution Agreement, the Second CMS Contribution Agreement, theThird CMS Contribution Agreement, the Fourth CMS Contribution Agreement and theFifth CMS Contribution Agreement, and (ii) Liens and encumbrances ofcarriers, warehousemen, mechanics and materialmen incurred in the ordinarycourse of business for sums not yet due or which are being contested in goodfaith by appropriate proceedings.

*** ***

***“***Permitted Securities***”*** means anyof the following:

 

(i)                                     Directobligations of the United States of America for the payment of which its fullfaith and credit is pledged, Federal Home Loan Mortgage Corporationparticipation certificates, Federal National Mortgage Association mortgagepass-through certificates or Government National Mortgage Association mortgagepass-through certificates;

 

(ii)                                  Short-termcommercial paper issued by any corporation organized under the laws of theUnited States of America or any state thereof, rated at least “A-1” (or thethen-equivalent grade) by S&P or “P-1” (or the then-equivalent grade) byMoody’s; *provided*that the aggregate Market Valueof all commercial paper owned by the Company and issued by any Person shall notexceed 10% of the aggregate Market Value of all Permitted Securities (otherthan cash) owned by the Company;

 

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

 

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

 

18

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

 

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

 

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

*** ***

***“***Permitted Transfer***”*** has themeaning set forth in Section 10.02 hereof.

*** ***

***“***Permitted Transferee***”*** has themeaning set forth in Section 10.02 hereof.

*** ***

***“***Person***”*** means anyindividual, partnership (whether general or limited and whether domestic orforeign), 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 AMember hereunder (or as a Class A Limited Partner under the PartnershipAgreement, as applicable), as of any date of determination, an amountcalculated as the sum of (x) 2.9235%*per annum*, accruing daily on a 30/360basis and cumulative from July 1, 2003 to such date of determination, ofthe Unrecovered Capital of such Class A Member on each such day ofaccrual, and (y) 3.9235% *per annum*accruing daily on a 30/360 basis and cumulative from July 1, 2003 to suchdate of determination, and compounded quarterly, of each amount not distributedto such Class A Member hereunder (or to such Class A Member in itscapacity 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 therewas on any given distribution date Cash Available for Distribution) orSection 10.08(b)(ii) hereof (or Section 10.08(b)(ii) of thePartnership Agreement, as applicable) during the period from the date suchdistribution was thus required to be made to the date such distribution ismade, or if such distribution is not yet made, to the date of determination.  In each instance where this Agreementrequires (or the Partnership Agreement required) that the Priority Return bedetermined for a period less than the period beginning on July 1, 2003 andending on the date of determination, such determination shall be made by substitutingthe first day of such lesser period for July 1, 2003 in the precedingsentence.  For purposes of calculatingthe Priority Return,******“***30/360basis***” means a 360-day year comprised of twelve 30-day months.

 

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

 

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

 

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

 

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

 

(iv)                              Gainor loss resulting from any disposition of Property with respect to which gainor loss is recognized for federal income tax purposes shall be computed byreference to the Gross Asset Value of the property disposed of, notwithstandingthat the adjusted tax basis of such property differs from its Gross AssetValue;

 

(v)                                 Inlieu of the depreciation, amortization, and other cost recovery deductionstaken into account in computing such taxable income or loss, there shall betaken into account Depreciation for such Allocation Year, computed inaccordance with the definition of Depreciation;

 

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

 

(vii)                           Notwithstandinganything to the contrary in subparagraphs (i) through (vi) above, anyitems which are described in Section 3.03 hereof or specially allocatedpursuant to Sections 3.04 or 3.05 hereof shall not be taken into accountin computing Profits or Losses.

 

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

*** ***

***“***Property***”*** means allreal and personal property acquired by the Company, including cash, and anyimprovements 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 themeaning 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, promulgatedunder the Code, as such regulations are amended, modified or supplemented fromtime to time.

*** ***

***“***Regulatory Allocations***”*** has themeaning 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***”*** meansStandard & Poor’s, a division of The McGraw-Hill Companies, Inc. or anysuccessor by merger or consolidation into its business that is a nationalstatistical rating organization.

*** ***

***“***Second CMS Contribution Agreement***”*** means thatcertain Contribution Agreement dated as of January 1, 1997 between CMS andthe Partnership pursuant to which CMS contributed the assets described thereinto the Partnership.

*** ***

***“***Second IMS Health Guaranty***”*** has themeaning set forth in Section 10.02 hereof.

*** ***

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

 

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

*** ***

***“***Service***”*** means theUnited States Internal Revenue Service.

 

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

*** ***

***“***Term Note to Spartan***”*** has themeaning set forth in subparagraph (v) of the definition of “PermittedSecurities.”

*** ***

***“***Third CMS Contribution Agreement***”*** means thatcertain Contribution Agreement, dated as of April 29, 1998, between CMSand the Partnership pursuant to which CMS contributed the assets describedtherein to the Partnership.

 

“***Transfer***”means, with respect to all or any portion of an Interest, as a noun, anyvoluntary or involuntary transfer, sale, pledge or other disposition and, as averb, voluntarily or involuntarily to transfer, sell, pledge or otherwisedispose of.

 

“***Unrecovered Capital***”means, for any Member as of any date, the remainder, if any, of (i) thesum of the balance in such Member’s Capital Account (or the Capital Account ofits predecessor in interest) as of June 16, 1997 *plus*the value of all Additional Capital Contributions made by such Member or itspredecessor in interest as a partner of the Partnership, *minus*(ii) the cumulative amount of money and the Gross Asset Value of anyProperty (other than money) distributed to such Member (or its predecessor ininterest) pursuant to Section 10.08(b) hereof or Section 10.08(b) ofthe Partnership Agreement, as applicable, (other than pursuant toSection 10.08(b)(ii) hereof or Section 10.08(b)(ii) of the PartnershipAgreement, as applicable) as of such date. Unrecovered Capital for each Member as of the date hereof is asfollows:  $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 capitalstock (or its equivalent in the case of entities other than corporations) ofwhich is owned beneficially by such Person, directly, or indirectly through oneor 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 ofentities other than corporations) of such Person, and (ii) an Affiliate ofsuch Person who, directly or indirectly, owns beneficially 100% of the capitalstock (or its equivalent in the case of entities other than corporations) ofsuch Person; *provided* that, for purposes ofdetermining the ownership of the capital stock of any Person, *de minimis* amounts of stock held by directors, nomineesand similar persons pursuant to statutory or regulatory requirements shall notbe taken into account.

 

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## ***SECTION 1.11.  Other Terms.***

 

Unless the content shall require otherwise:

######  

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

######  

###### (b)                                 Words importing the masculine gender shall includethe 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 thisAgreement as a whole, including the Exhibits; and

######  

###### (e)                                  Reference in this Agreement to the “Company” shallalso be deemed to refer to the “Partnership” in respect of any period of timeprior to the Conversion.

 

# **ARTICLE IIMEMBERS’ CAPITAL CONTRIBUTIONS**

 

## ***SECTION2.01.  [Intentionally Omitted]***

 

## ***SECTION2.02.  Additional Capital Contributions.***

 

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

 

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

 

### (c)                                  ***Initial Gross Asset Value***.  Theinitial Gross Asset Value of any Property (other than cash) contributedpursuant to this Section 2.02 or pursuant to Section 2.02 of thePartnership Agreement shall be determined as follows:

####  

#### (i)                                     ***Loans.***  The initial Gross Asset Value of any loan shallbe equal to its par value *plus* accruedinterest, if any;

####  

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

 

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

 

## ***SECTION2.03.  Obligations Under ContributionAgreements.***

 

### (a)                                  Any payment required to be made by CMS pursuant toany indemnification provision of the CMS Additional Contribution Agreement, theSecond CMS Contribution Agreement, the Third CMS Contribution Agreement, theFourth CMS Contribution Agreement or the Fifth CMS Contribution Agreement, asthe case may be, shall be treated for income tax purposes as a contribution tothe 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 purposesof determining the Capital Account, Percentage Interest, Capital Contributionor Unrecovered Capital of any Member, and (ii) to the extent that anypayment is required to be made to the Company by CMS pursuant to any indemnificationprovision of the CMS Additional Contribution Agreement, the Second CMSContribution Agreement, the Third CMS Contribution Agreement, the Fourth CMSContribution Agreement or the Fifth CMS Contribution Agreement, as the case maybe, and such payment is either indemnity for the payment by the Company of anitem that is deductible for income tax purposes or results in an increase inthe basis of any Company asset that is depreciable, amortizable, or subject tocost recovery, any such deduction or cost recovery allowance shall not be takeninto account in determining Profits, Losses or other items of deduction or lossallocable pursuant to Article III hereof, but shall be specially allocatedto CMS for income tax purposes, and such special allocation shall not affectthe Capital Account, Percentage Interest, Capital Contribution or UnrecoveredCapital of any Member.

 

### (b)                                 In the event any payment is required to be made bythe Company to CMS to return any payment received by it from CMS pursuant toany indemnification provision of the CMS Additional Contribution Agreement, theSecond CMS Contribution Agreement, the Third CMS Contribution Agreement, theFourth CMS Contribution Agreement or the Fifth CMS Contribution Agreement, asthe case may be, such payment shall be treated for income tax purposes as adistribution by the Company to CMS so long as CMS or an Affiliate thereof, asthe 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 ofdetermining the Capital Account, Percentage Interest, Capital Contribution orUnrecovered Capital of any Member, and (ii) to the extent that any paymentis required to be made by the Company to CMS to return any payment received byit from CMS pursuant to any indemnification provision of the CMS AdditionalContribution Agreement, the Second CMS Contribution Agreement, the Third CMSContribution Agreement, the Fourth CMS Contribution Agreement or the Fifth CMSContribution Agreement, as the case may be, and such payment is indemnity forthe receipt by the Company of an item that constitutes income for income taxpurposes, such income shall not be taken into account in determining Profits,Losses or other items of income or gain allocable pursuant to Article IIIhereof, but shall be specially allocated to CMS for income tax purposes, andsuch special allocation shall not affect the Capital Account, PercentageInterest, Capital Contribution or Unrecovered Capital of any Member.

 

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## ***SECTION 2.04.  Other Matters.***

 

### (a)                                  Except as otherwise provided inSection 10.08, Articles XII and XIV hereof, no Member shall demand orreceive a return of its Capital Contributions or withdraw from the Company withoutthe consent of all Members.  Under circumstances requiring a return of anyCapital Contributions, no Member shall have the right to receive Property otherthan cash except as may be specifically provided in this Agreement.

 

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

 

### (c)                                  No Member shall receive any interest or draw withrespect to its Capital Contributions or its Capital Account, except asotherwise provided in this Agreement.

 

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

 

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## ***SECTION2.05.  Capital Accounts and PercentageInterests.***

 

The Capital Accounts and Percentage Interests of eachMember as of the Closing Date, which give effect to (a) all CapitalContributions made prior to the Closing Date as well as (b) theClass 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 Incorporat****ed**          |       | $                                 | 11,695,811    |                     | 1.000      | % |
| ** **                               |       |                              |          |                     |       |
| **Total**                                |       | $                                 | 1,169,581,070 |                     | 100.000    | % |

 

# **ARTICLE IIIALLOCATIONS**

 

## ***SECTION 3.01.  Profits***

 

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

 

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

 

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

 

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

######  

###### (c)                                  [Intentionally omitted]

######  

###### (d)                                 Third, 100% to the Class A Members in proportionto 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 AMember pursuant to Section 3.02(c) hereof for all prior Allocation Years,and (B) the cumulative items of loss allocated to such Class A Memberpursuant 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 Memberpursuant 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 toSection 3.03(a)(ii) hereof for all prior Allocation Years;

######  

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

######  

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

 

## ***SECTION 3.02.  Losses***

 

After giving effect to the special allocations setforth in Sections 3.04 and 3.05 hereof, but before giving effect to the specialallocations set forth in Section 3.03 hereof, Losses for any Allocation Yearshall be allocated in the following order and priority, subject to thelimitations in Section 3.06 hereof and in accordance with the provisionsin Section 3.09 hereof:

 

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

 

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

######  

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

 

## ***SECTION3.03.  Special Gain and Loss Allocations.***

 

After giving effect to the special allocations setforth in Sections 3.04 and 3.05 hereof and the allocations of Profits orLosses 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 accordancewith the provisions in Section 3.09 hereof:

 

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

 

(i)                                     [Intentionally omitted]

 

(ii)                                  First, 100% to the Class A Members inproportion 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 eachClass A Member pursuant to Section 3.02(c) hereof for the current and allprior Allocation Years, and (B) the cumulative items of loss allocated tosuch Class A Member pursuant to Section 3.03(b)(iii) hereof for allprior Allocation Years, *minus*(ii) the sum of (A) the cumulative Profits allocated to such Memberpursuant to Section 3.01(d) hereof for the current and all prior AllocationYears, and (B) the cumulative items of gain allocated to such Class AMember pursuant to this Section 3.03(a)(ii) for all prior AllocationYears;

 

(iii)                               Second, 99% to the Managing Member and theClass B Members in proportion to their Percentage Interests and 1% to theClass A Members in proportion to their Percentage Interests, to the extentof 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) thecumulative items of loss allocated to such Member pursuant toSection 3.03(b)(ii) hereof for all prior Allocation Years,*minus* (ii) the sum of (A) the cumulative Profitsallocated to such Member pursuant to Section 3.01(e) hereof for the current andall prior Allocation years, and (B) the cumulative items of gain allocatedto such Member pursuant to this Section 3.03(a)(iii) for all priorAllocation Years; and

 

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

 

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

 

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

 

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

 

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

 

## ***SECTION3.04.  Other Special Allocations***.

 

The following special allocations shall be made in thefollowing order:

 

###### (a)                                  ***Minimum Gain Chargeback***.  Except asotherwise provided in Regulations Section 1.704-2(f), notwithstanding anyother provision of this Article III, if there is a net decrease in CompanyMinimum Gain during any Allocation Year, each Member shall be speciallyallocated 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 thenet decrease in Company Minimum Gain, determined in accordance with RegulationsSection 1.704-2(g).  Allocationspursuant to the previous sentence shall be made in proportion to the respectiveamounts required to be allocated to each Member pursuant thereto.  The items to be so allocated shall bedetermined in accordance with Regulations Sections 1.704-2(f)(6) and1.704-2(j)(2).  This Section 3.04(a)is intended to comply with the minimum gain chargeback requirement inRegulations Section 1.704-2(f) and shall be interpreted consistentlytherewith.

 

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###### (b)                                 ***Member Minimum Gain Chargeback***.  Except asotherwise provided in Regulations Section 1.704-2(i)(4), notwithstandingany other provision of this Article III, if there is a net decrease inMember Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debtduring any Allocation Year, each Member who has a share of the MemberNonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt,determined in accordance with Regulations Section 1.704-2(i)(5), shall bespecially allocated items of Company income and gain for such Allocation Year(and, if necessary, subsequent Allocation Years) in an amount equal to suchMember’s share of the net decrease in Member Nonrecourse Debt Minimum Gainattributable to such Member Nonrecourse Debt, determined in accordance withRegulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made inproportion to the respective amounts required to be allocated to each Memberpursuant thereto.  The items to be soallocated 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 inRegulations Section 1.704-2(i)(4) and shall be interpreted consistentlytherewith.

 

###### (c)                                  ***Qualified Income Offset***.  In the event any Member unexpectedlyreceives any adjustments, allocations, or distributions described inSections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of Company income and gainshall be specially allocated to such Member in an amount and manner sufficientto eliminate, to the extent required by the Regulations, the Adjusted CapitalAccount Deficit of such Member as quickly as possible, *provided*that an allocation pursuant to this Section 3.04(c) shall be made only ifand to the extent that such Member would have an Adjusted Capital AccountDeficit after all other allocations provided for in this Article III havebeen tentatively made as if this Section 3.04(c) were not in theAgreement.

 

###### (d)                                 ***Gross Income Allocation***.  In the event any Member has a deficitCapital Account at the end of any Allocation Year, such Member shall bespecially allocated items of Company income and gain in the amount of suchdeficit 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 deficitCapital Account after all other allocations provided for in thisArticle III have been made as if Section 3.04(c) hereof and thisSection 3.04(d) were not in the Agreement.

 

###### (e)                                  ***Nonrecourse Deductions***. Nonrecourse Deductions for any Allocation Year shall be speciallyallocated 100% to the Managing Member and the Class B Members in proportion totheir Percentage Interests.

 

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

 

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###### (g)                                 ***Section 754 Adjustments***.  To theextent an adjustment to the adjusted tax basis of any Company asset pursuant toCode Section 734(b) or Code Section 743(b) is required pursuant toRegulations Section 1.704-1(b)(2)(iv)(m)(2) or1.704-1(b)(2)(iv)(m)(4) to be taken into account in determiningCapital Accounts as the result of a distribution to a Member in completeliquidation of its Interest, the amount of such adjustment to Capital Accountsshall be treated as an item of gain (if the adjustment increases the basis ofthe asset) or loss (if the adjustment decreases such basis) and such gain orloss shall be specially allocated to the Members in accordance with theirinterests in the Company in the event RegulationsSection 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member towhom such distribution was made in the event RegulationsSection 1.704-1(b)(2)(iv)(m)(4) applies.

 

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

 

## ***SECTION3.05.  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***”) areintended to comply with certain requirements of the Regulations.  It isthe intent of the Members that, to the extent possible, all RegulatoryAllocations shall be offset either with other Regulatory Allocations or withspecial allocations of other items of Company income, gain, loss or deduction pursuantto this Section 3.05.  Therefore, notwithstanding any other provisionof this Article III (other than the Regulatory Allocations), the ManagingMember shall make such offsetting special allocations of Company income, gain,loss or deduction in whatever manner it determines appropriate so that, aftersuch offsetting allocations are made, each Member’s Capital Account balance is,to the extent possible, equal to the Capital Account balance such Member wouldhave had if the Regulatory Allocations were not part of the Agreement and allCompany items were allocated pursuant to this Article III without regard to theRegulatory Allocations.

 

## ***SECTION 3.06.  Loss Limitation.***

 

The Losses allocated pursuant to Section 3.02hereof and the items of loss or deduction allocated pursuant toSections 3.03, 3.04 and 3.05 hereof shall not exceed the maximum amount ofLosses and items of loss or deduction that can be so allocated without causingany Member to have an Adjusted Capital Account Deficit at the end of any AllocationYear.   All Losses and items of lossor deduction in excess of the limitation set forth in this Section 3.06shall be allocated first to the Managing Member and the Class B Members so asto allocate proportionately the maximum permissible Losses and items of lossand 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 maximumpermissible Losses and items of loss and deduction to each such Member underRegulation Section 1.704-1(b)(2)(ii)(d).

 

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## ***SECTION3.07.  Other Allocation Rules.***

 

### (a)                                  Profits, Losses and any other items of income,gain, loss or deduction shall be allocated to the Members pursuant to thisArticle III as of the last day of each Fiscal Year; *provided*that Profits, Losses and such other items shall also be allocated at such timesas are required by Section 10.08(b) hereof and at such other times as theGross 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 determinethe Profits, Losses, or any other items allocable to any period, Profits,Losses, and any such other items shall be determined on a daily, monthly, orother basis, as determined by the Managing Member using any permissible methodunder Code Section 706 and the Regulations thereunder.

 

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

 

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

 

## ***SECTION3.08.  Tax Allocations:  CodeSection 704(c).***

 

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

 

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

 

Any elections or other decisions relating to suchallocations shall be made by the Managing Member in any manner that reasonablyreflects the purpose and intention of this Agreement, including the election ofan allocation method permitted by the Regulations under CodeSection 704(c).  Allocations pursuant to this Section 3.08 aresolely for purposes of federal, state, and local taxes and shall not affect, orin any way be taken into account in computing, any Member’s Capital Account orshare of Profits, Losses, other items, or distributions pursuant to anyprovision of this Agreement.

 

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Except as otherwise provided in this Agreement, allitems of Company income, gain, loss, deduction, and any other allocations nototherwise provided for shall be divided among the Members in the sameproportions as they share Profits or Losses, as the case may be, for theAllocation Year.

 

## ***SECTION3.09.  Other Rules Relating to CumulativeAllocations.***

 

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

 

###### (a)                                  in respect of the Class A Members, cumulativeallocations to each such Member in its capacity as a Class A LimitedPartner of the Partnership prior to the Conversion for the same designatedperiod of time and pursuant to the corresponding section or clause of thePartnership Agreement (or its predecessor provision), it being understood thatthe total of (i) the amount allocated to such Class A Member undersuch section or clause of this Agreement *plus*(ii) the amount allocated to such Class A Member in its capacity as aClass A Limited Partner under such corresponding section or clause of thePartnership Agreement is intended to equal the cumulative amount that wouldhave been allocated to such Class A Member under such section or clause ofthis Agreement if this Agreement had been in effect from the beginning of suchperiod 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 BLimited Partner of the Partnership prior to the Conversion for the samedesignated period of time and pursuant to the corresponding section or clause ofthe Partnership Agreement (or its predecessor provision),****itbeing understood that the total of (i) the amount allocated to CMS as aClass B Member under such section or clause of this Agreement *plus* (ii) 98.8865% of the amount allocated to CMS inits capacity as a Class B Limited Partner under such corresponding sectionor clause of the Partnership Agreement is intended to equal the cumulativeamount that would have been allocated to CMS as a Class B Member undersuch section or clause of this Agreement if this Agreement and the Class BTransfer had been in effect from the beginning of such period of time;

 

###### (c)                                  in respect of IMS AG as a Class BMember, cumulative allocations to such Member in its capacity as the General Partnerof the Partnership prior to the Conversion for the same designated period oftime pursuant to the corresponding section or clause of the PartnershipAgreement (or its predecessor provision),****it beingunderstood that the total of (i) the amount allocated to IMS AG as aClass B Member under such section or clause of this Agreement *plus* (ii) the amount allocated to IMS AG in itscapacity as the General Partner under such corresponding section or clause ofthe Partnership Agreement is intended to equal the cumulative amount that wouldhave been allocated to IMS AG as a Class B Member under such sectionor clause of this Agreement if this Agreement and the change in status ofIMS AG to a Class B Member had been in effect from the beginning ofsuch period of time; and

 

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###### (d)                                 in respect of IMS Health as the Managing Member, 1.1135%**** of the cumulativeallocations to CMS in its capacity as a Class B Limited Partner of thePartnership prior to the Conversion for the same designated period of timepursuant to the corresponding section or clause of the Partnership Agreement(or its predecessor provision),****it beingunderstood that the total of (i) the amount allocated to IMS Health asManaging Member under such section or clause of this Agreement *plus* (ii) 1.1135%****of the amountallocated to CMS in its capacity as a Class B Limited Partner under such correspondingsection or clause of the Partnership Agreement is intended to equal thecumulative amount that would have been allocated to IMS Health as ManagingMember under such section or clause of this Agreement if this Agreement and theClass B Transfer had been in effect from the beginning of such period oftime.

 

# **ARTICLE IVDISTRIBUTIONS**

 

## ***SECTION 4.01.  Cash Flow.***

 

Except as otherwise provided in Article XII andSection 4.02 hereof, Cash Available for Distribution shall be distributedon the last Business Day of each Fiscal Quarter in the following order andpriority:

 

###### (a)                                  *First*, 100% to the Class A Members in proportionto 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 hereunderand (B) each Class A Member (or its predecessor in interest) in itscapacity as a Class A Limited Partner under the Partnership Agreement, ineach case, from July 1, 2003 through the last Business Day of the FiscalQuarter during which such distribution is made *minus*(ii) the sum of (A) all prior distributions to such Class AMember pursuant to this Section 4.01(a) *plus*(B) all prior distributions to such Class A Member in its capacity asa Class A Limited Partner under the Partnership Agreement pursuant toSection 4.01(a) thereof; and

 

###### (b)                                 *Second*, 100% to the Managing Member and the Class BMembers 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 sumof (1) cumulative Secondary Return of such Member hereunder *plus* (2) 1.1135%****of thecumulative Secondary Return (as defined in the Partnership Agreement) of CMS inits capacity as a Class B Limited Partner of the Partnership, in eachcase, from July 1, 2003 through the last Business Day of the FiscalQuarter during which such distribution is made, *minus*(B) the sum of (1) all prior distributions to the Managing Memberpursuant to this Section 4.01(b)*plus* (2) 1.1135%****of all prior distributions to CMS in its capacity as aClass B Limited Partner under the Partnership Agreement pursuant toSection 4.01(b) thereof; and

 

(ii)                                  in respect of CMS in its capacity as aClass B Member, (A) the sum of (1) cumulative Secondary Returnof such Member hereunder *plus*

 

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

 

(iii)                               in respect of IMS AG in its capacity as aClass B Member, (A) the sum of (1) cumulative Secondary Returnof such Member hereunder *plus*(2) the cumulative Secondary Return (as defined in the PartnershipAgreement) 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 theFiscal Quarter during which such distribution is made, *minus*(B) the sum of (1) all prior distributions to IMS AG in itscapacity as a Class B Member pursuant to this Section 4.01(b)*plus* (2) all prior distributions to IMS AG in itscapacity as General Partner under the Partnership Agreement pursuant toSection 4.01(b) thereof.

 

## ***SECTION 4.02.  Amounts Withheld.***

 

All amounts withheld or required to be withheldpursuant to the Code or any provision of any state, local or foreign tax lawwith respect to any payment, distribution or allocation to the Company or theMembers 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 anyPerson owning an interest, directly or indirectly, in such Member shall betreated for all purposes under this Agreement as amounts paid or distributedpursuant to this Article IV to the Members with respect to which such amountwas withheld.

 

# **ARTICLE VMANAGEMENT**

 

## ***SECTION5.01.  Authority of the Managing Member***.

 

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

 

## ***SECTION5.02.  Right to Rely on the ManagingMember.***

 

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

 

#### (i)                                     Theidentity of the Managing Member or any Member;

 

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#### (ii)                                  Theexistence or nonexistence of any fact or facts which constitute a conditionprecedent to acts by the Managing Member or which are in any other mannergermane to the affairs of the Company;

####  

#### (iii)                               ThePersons who are authorized to execute and deliver any instrument or document ofthe Company; or

####  

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

###  

### (b)                                 The signature of the Managing Member shall be theonly signature required on behalf of the Company to convey title to anyproperty owned by the Company, and all of the Members agree that a copy of thisAgreement 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 onlysignature required on behalf of the Company to enter into any documentsnecessary to effectuate this or any other provision of this Agreement. All of the Members do hereby appoint the Managing Member as theirattorney-in-fact for the execution of any or all of the documents described inthis Section 5.02(b).

 

## ***SECTION5.03.  Restrictions on Authority of theManaging Member.***

 

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

######  

###### (a)                                  Knowingly, do any act in contravention of thisAgreement or, when acting on behalf of the Company, engage in activitiesinconsistent with the purposes of the Company;

######  

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

######  

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

######  

###### (d)                                 Perform any act that would, to the Managing Member’sknowledge, subject any Member to liability in any jurisdiction for the debts orobligations of the Company;

######  

###### (e)                                  Cause or permit the Company or the CompanySubsidiary to voluntarily take any action with respect to the Company describedin clauses (a)(iii), (b) or (c) of the definition of “Bankruptcy” inSection 1.10 hereof;

######  

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

 

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###### business (for example, legal and accounting fees and expenses) and whichtrade credit is not outstanding for more than ninety (90) days; and *provided further* that, in the event that the Managing Memberhas elected pursuant to Section 10.08(a) hereof to cause all or anyportion of the Interests of the Class A Members to be retired, theManaging Member may cause the Company to borrow from the Company Subsidiary thefunds necessary to make the distributions to the Class A Members requiredby Section 10.08(b) hereof;

######  

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

######  

###### (h)                                 Cause or permit the Company or the CompanySubsidiary to acquire, by purchase, lease or contribution any assets other thanPermitted Assets or any Permitted Asset that is in default at the time of itsacquisition by the Company;

######  

###### (i)                                     Cause or permit the Company or the CompanySubsidiary to make or acquire by contribution any Demand Loan unless(i) the borrowing evidenced by such Demand Loan has been duly authorizedby all required corporate action, such action has been duly certified by thesecretary or an assistant secretary of the borrower, and such certification hasbeen delivered to the Company together with certificates as to incumbency anddue authorization of the officers of the borrower authorized to execute anddeliver such Demand Loan (which certified action may be one so taken andcertification may be one so delivered before that acquisition if the certifiedaction remains in effect at the time of, and is applicable to, thatacquisition), (ii) such Demand Loan is legal, valid, binding andenforceable in accordance with its terms against the borrower, (iii) theguaranty by IMS Health with respect to such Demand Loan, if any, (A) hasbeen duly authorized by all required corporate action, such action has beenduly certified by the secretary or an assistant secretary of IMS Health, andsuch certification has been delivered to the Company together with certificatesas to incumbency and due authorization of the officers of IMS Health authorizedto execute and deliver such guaranty (which certified action may be one sotaken and certification may be one so delivered before that acquisition if thecertified action remains in effect at the time of, and is applicable to, thatacquisition), and (B) is legal, valid, binding and enforceable inaccordance with its terms against IMS Health and (iv) IMS Health’sobligations thereunder or under any guaranty with respect thereto, as the casemay be, rank at least *pari passu* withall other unsecured senior Debt of IMS Health;

######  

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

 

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

######  

###### (l)                                     Cause or permit the Company or the CompanySubsidiary to legally merge or consolidate with or into any corporation,limited liability company, business trust or association, real estateinvestment trust, common law trust, or unincorporated business (including apartnership, whether general or limited);

######  

###### (m)                               Cause the Company to distribute any asset otherthan as provided in Article IV, Section 10.08 and Article XIIhereof;

######  

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

######  

###### (o)                                 Cause or permit the Company or the CompanySubsidiary to enter into, permit or consent to any amendment or modificationof, 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 TermNote to Spartan, if any.

 

## ***SECTION5.04.  Duties and Obligations of theManaging Member***.

 

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

###  

### (b)                                 The names and titles of those officers of theManaging Member who will be****responsiblefor the management and operations of the Company in accordance with thisArticle V (such individuals, the ***“***ResponsibleOfficers***”***)are set forth on **Schedule A** hereto.  The Responsible Officers listed onSchedule A shall serve until such time as the Managing Member shallprovide to the Company and each Member a written statement naming other of itsofficers as Responsible Officers, and the Managing Member hereby covenants andagrees that such Responsible Officers shall maintain the separateness of theCompany’s operations and otherwise comply with all of the terms of thisAgreement.

###  

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

 

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

###  

### (d)                                 The Managing Member shall take all actions whichmay be necessary or appropriate (i) for the continuation of the Company’svalid existence as a limited liability company and its qualification to dobusiness under the laws of the State of Delaware and of each other jurisdictionin which such existence or qualification is necessary to protect the limitedliability of the Members or to enable the Company to conduct the business inwhich it is engaged or to perform its obligations under any agreement to whichit is a party, and (ii) for the accomplishment of the Company’s purposes,including the acquisition, management, maintenance, preservation, and operationof Permitted Assets in accordance with the provisions of this Agreement andapplicable laws and regulations.  Withoutlimitation of the foregoing, the Managing Member shall cause the Company andthe Company Subsidiary to maintain all licenses, permits, registrations,authorizations, use agreements, consents, orders or approvals of governmentalor quasi-governmental agencies and authorities (whether Federal, state, local,municipal or foreign) necessary to own their respective properties and toconduct their respective activities in accordance with all applicable laws,rules, regulations and orders, except where any failure to do so would not havea Material Adverse Effect.

###  

### (e)                                  The Managing Member shall devote to the Companysuch time as may be necessary for the proper performance of all duties underthis Agreement.

###  

### (f)                                    Except as otherwise provided in Section 1.09hereof, the Managing Member shall be under a fiduciary duty to conduct theaffairs of the Company in the best interests of the Company, including, withoutlimitation, the safekeeping and use of all of the Property and the use thereoffor the exclusive benefit of the Company and will not conduct the affairs ofthe Company so as to benefit any other business now owned or hereafter acquiredby any Member if such conduct also produces a detriment to the Company.

###  

### (g)                                 All distributions or payments to the Memberspursuant to any provision of this Agreement shall be made no later than3:00 p.m., Eastern Time, on the day of distribution or payment, and, atthe time of any such distribution or payment, the Managing Member shall provideto 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 madeand 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 firstacquisition of a Leased Asset, the Managing Member shall cause the CompanySubsidiary to enter into a lease (the ***“***Master Lease***”***) with IMSHealth or any Affiliate of IMS Health, guaranteed by IMS Health, substantiallyin the form attached hereto as **Exhibit D**and pursuant to which Leased Assets shall be leased to IMS Health or any of itsAffiliates, and (ii) within five (5) Business Days of the CompanySubsidiary’s acquisition of any Leased Asset, and within ten (10) Business Daysof the termination of the Individual Leasing Record to which any Leased Assetis subject, the Managing Member shall cause the Company Subsidiary either(A) to enter into an Individual Leasing Record with respect to such Leased

 

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### Asset or (B) to sell, orotherwise dispose of such Leased Asset; *provided, however*,that the Company Subsidiary shall not enter into any Master Lease or IndividualLeasing Record unless (1) such Master Lease or Individual Leasing Recordhas been duly authorized by resolution of the board of directors of the lesseeor by authorization policy duly adopted by the board of directors of the lesseeand such resolution or applicable section of the lessee’s authorization policy,certified by the secretary or an assistant secretary of the lessee, has beendelivered to the Company or to the Company Subsidiary (which certifiedresolution or section of the lessee’s authorization policy may be one sodelivered before entering into such Master Lease or Individual Leasing Recordif that resolution or section of the lessee’s authorization policy remains ineffect at the time of, and is applicable to, that Master Lease or IndividualLeasing Record and is so certified by a secretary or assistant secretary of thelessee), together with certificates as to incumbency and due authorization ofthe officers of the lessee authorized to execute and deliver such Master Leaseor Individual Leasing Record, (2) such Master Lease or Individual LeasingRecord shall not expire before the later of the scheduled termination date ofthe 2003 IMS Health Lease, (3) such Master Lease is legal, valid, bindingand enforceable in accordance with its terms against the lessee, and(4) the aggregate Unamortized Values (as defined in the Master Lease) ofLeased Assets as determined pursuant to the Individual Leasing Records shallnot exceed $300,000,000 at any time; and *provided further, however*,that the Company Subsidiary shall not enter into any Master Lease or IndividualLeasing Record with an Affiliate of IMS Health unless (I) IMS Health’sguaranty with respect thereto has been duly authorized by resolution of theboard of directors of IMS Health or by the authorization policy duly adopted bythe board of directors of IMS Health and such resolution or section of IMSHealth’s authorization policy, certified by the secretary or an assistantsecretary of IMS Health, has been delivered to the Company or CompanySubsidiary (which certified resolution or section of IMS Health’s authorizationpolicy may be one so delivered before entering into such Master Lease orIndividual Leasing Record if that resolution or section of IMS Health’sauthorization policy remains in effect at the time of, and is applicable to,that Master Lease or Individual Leasing Record and is so certified by asecretary or an assistant secretary of IMS Health), together with certificatesas to incumbency and due authorization of the officers of IMS Health authorizedto execute such guaranty, and (II) such guaranty is legal, valid, bindingand enforceable in accordance with its terms against IMS Health.

 

## ***SECTION5.05.  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 orits 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’spartner, any partners, stockholders, officers, directors, employees or agentsof any of them relating to any Expenses incurred by reason of any act performedor omitted to be performed by any Member, or officer, director, employee oragent 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 actionby any Member against the Managing Member or officer or director of theManaging Member, including a Company derivative suit, the Company, its receiveror its trustee (in the case of a receiver or trustee, to the extent ofProperty) shall indemnify, save harmless, and pay all Expenses of the ManagingMember, officer or director

 

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### incurred in the defense of suchaction; *provided* that the Managing Member, officeror director obtains a favorable final nonappealable judgment in such action.

 

### (c)                                  The Company and the Managing Member jointly andseverally covenant and agree, unconditionally, absolutely and irrevocably, to indemnifyand hold harmless each Class A Member from and against any and allExpenses arising out of or in connection with or by reason of any Person’sassertion that the liabilities, debts or other obligations of the Company areliabilities, debts or other obligations of such Class A Member; *provided, however*, that no such indemnification shall berequired hereunder for any such Expenses resulting from any action taken bysuch Class A Member which exposes such Class A Member to liability asa Member.

###  

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

###  

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

###  

### (f)                                    ***Indemnification Procedures.***

####  

#### (i)                                     Inthe event any claim is made by a third party against the Managing Member, anyMember, or any affiliate, officer, director, agent, employee, successor orassign of any of them (each of them being referred to as an ***“***Indemnitee***”***), withrespect to an actual or potential liability for which any such Person isotherwise 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 beindemnified with respect thereto, such Person shall promptly notify theappropriate indemnitor(s) as provided in each such section (the ***“***Indemnitor***”***); *provided* that the failure of any such Person to notify anyIndemnitor shall not relieve such Indemnitor from any liability which itotherwise may have to such Person hereunder.

####  

#### (ii)                                  EachIndemnitee may by notice to the Indemnitor take control of all aspects of theinvestigation and defense of all claims asserted against it and may employcounsel of its choice and at the expense of the Indemnitor; *provided* that (A) the amount of any settlement suchIndemnitee may enter into must be consented to by the Indemnitor and noIndemnitee may in connection with any such investigation, defense orsettlement, without the consent of the Indemnitor, require the Indemnitor orany of its subsidiaries to take or refrain from taking any action (other thanpayment of such a settlement amount) or to make any public statement, whichsuch Person reasonably considers to materially adversely affect its interest,and (B) such Indemnitee may not take control of any investigation, defenseor settlement which could entail a risk of criminal liability to the Indemnitoror any of its subsidiaries.  Upon the request of the Indemnitor, eachIndemnitee shall use its best efforts to keep the Indemnitor reasonablyapprised of the status of those aspects of such investigation and defensecontrolled by such Indemnitee and shall provide such information with respectthereto as the Indemnitor may reasonably request.  The Indemnitor shallcooperate with the Indemnitee in all reasonable respects with respect thereto.

 

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#### (iii)                               AnyIndemnitor may, by notice to the Indemnitees, take control of all aspects ofthe investigation and defense of all claims asserted against it, and may employcounsel of its choice and at its expense; *provided* that(A) no Indemnitor may without the consent of any Indemnitee agree to anysettlement that requires such Indemnitee to make any payment that is notindemnified hereunder, or does not grant a general release to such Indemnitee,and in any event such Indemnitor may not in connection with any suchinvestigation, defense or settlement, without the consent of any Indemnitee,take or refrain from taking any action which would reasonably be expected tomaterially impair the indemnification of such Indemnitee hereunder or wouldrequire such Indemnitee to take or refrain from taking any action or to makeany public statement, which such Person reasonably considers to materiallyadversely affect its interests, (B) no Indemnitor may take control of anyinvestigation, defense or settlement, without the consent of any Indemnitee, ifthe liabilities involved in such proceedings involve any material risk of thesale, forfeiture or loss of, or the creation of any Lien on, any property ofsuch Indemnitee and (C) no Indemnitor may take control of anyinvestigation, defense or settlement which could entail a risk of criminalliability to any Indemnitee.  Upon therequest of any Indemnitee, the Indemnitor shall use its best efforts to keepsuch Indemnitee reasonably apprised of the status of those aspects of suchinvestigation and defense controlled by such Indemnitor and shall provide suchinformation with respect thereto as such Indemnitee may reasonablyrequest.  The Indemnitees shall cooperate with the Indemnitor in allreasonable respects with respect thereto.

 

## ***SECTION5.06.  Compensation and Expenses***.

 

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

 

### (b)                                 ***Management Fee***.  Forservices rendered to or on behalf of the Company in satisfaction of its dutiesand 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***.  TheManaging Member may charge the Company, and shall be reimbursed, for anyreasonable out-of-pocket expenses incurred in connection with the Company’sbusiness.

 

# **ARTICLE VIROLE OF MEMBERS**

 

## ***SECTION 6.01.  Rights or Powers***.

 

The Members (other than the Managing Member) shall nothave any right or power to take part in the management or control of theCompany or its business and affairs or to act for or bind the Company in anyway.  Notwithstanding the foregoing, theMembers shall have all the

 

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rights and powersspecifically 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 anemployee or agent of the Company or a stockholder, director or officer of theManaging Member.

 

## ***SECTION 6.02.  Voting Rights.***

 

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

 

## ***SECTION6.03.  Procedure for Consent.***

 

In any circumstances requiring the approval or consentof any Member specified in this Agreement, such approval or consent may, exceptas expressly provided to the contrary in this Agreement, be given or withheldin the sole and absolute discretion of such Member.  If the Managing Member receives the necessaryapproval or consent of the Members to such action, the Managing Member shall beauthorized and empowered to implement such action without further authorizationby any Member.

 

# **ARTICLE VIIREPRESENTATIONS, WARRANTIES AND COVENANTS**

 

## ***SECTION 7.01.  In General.***

 

As of the date hereof, each of the Members herebymakes each of the representations and warranties applicable to such Member asset forth in Section 7.02 hereof.

 

## ***SECTION7.02.  Representations and Warranties.***

 

### (a)                                  ***Due Formation or Incorporation;Authorization of Agreement***. Each Member hereby represents and warrants that such Member is a corporation, alimited 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 itsincorporation or formation, as the case may be, and has the partnership orcorporate power and authority to own its property and carry on its business asowned and carried on as of the date hereof.  Each IMS Health Member herebyrepresents and warrants that such Member is duly licensed or qualified to dobusiness and is in good standing in each of the jurisdictions in which thefailure to be so licensed or qualified would have a Material AdverseEffect.  Each Class A Member hereby represents and warrants that suchMember is duly licensed or qualified to do business and in good standing ineach of the jurisdictions in which it would be required to be so licensed orqualified without regard to its being a Member in the Company and in which thefailure to so qualify would have a Material Adverse Effect.  Each Member hereby represents and warrantsthat such Member has the corporate or partnership power and authority toexecute and deliver this Agreement and to perform its obligations hereunder.Each Member hereby represents and warrants that the execution, delivery andperformance by such Member of this Agreement has been duly authorized by allnecessary

 

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### corporate or partnershipaction.  Each Member hereby represents and warrants that this Agreementconstitutes the legal, valid and binding obligation of such Member and isenforceable against such Member in accordance with its terms.

###  

### (b)                                 ***No Conflict with Restrictions; NoDefault***.  Each Memberhereby represents and warrants that neither the execution and delivery by suchMember of this Agreement nor such Member’s performance and compliance with theterms and provisions hereof (i) will conflict with, violate or result in abreach of any of the terms, covenants, conditions or provisions of any law orgovernmental regulation in effect on the date hereof applicable to, or anyorder, 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, violationor breach would have a Material Adverse Effect, (ii) will conflict with,violate, result in a breach of or constitute a default under any agreement orinstrument to which such Member is a party or by which such Member is or may bebound 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 ofthe terms or provisions of the organizational documents or by-laws of suchMember, (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, orrequire any consent, authorization or approval under any of the terms orprovisions of any material indenture, mortgage, lease, agreement or instrument towhich such Member is a party or by which such Member or such Member’s propertyor assets is or may be bound, or (iv) will result in the creation orimposition of any material lien upon any of the properties or assets of suchMember.

###  

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

###  

### (d)                                 ***Litigation***.

####  

#### (i)                                     EachIMS Health Member hereby represents and warrants that, except as stated in IMSHealth’s Annual Report on Form 10-K for the year ended December 31,2004, (A) there are no actions, suits, proceedings or investigationspending or, to the knowledge of such Member, threatened against or affectingsuch Member or any of its respective properties, assets, rights or businesses,in any court or before or by any governmental department, board, agency orinstrumentality, domestic or foreign, or any arbitrator which would (or, in thecase of an investigation, could lead to any action, suit or proceeding, whichwould) reasonably be expected to impair such Member’s ability to perform itsobligations under this Agreement or to have a Material Adverse Effect or bringinto question the validity of this Agreement or the transactions contemplatedhereby; and (B) such IMS Health Member has not received any currentlyeffective notice of any default, and such Member is not in default, under anyapplicable order, writ, injunction, decree, permit, determination or award ofany court, any governmental department, board, agency or instrumentality, domesticor foreign, or any arbitrator which

 

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

####  

#### (ii)                                  EachClass 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 orprevent the consummation of the transactions contemplated hereby.

###  

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

###  

### (f)                                    ***Subsidiary***.  CMS hereby represents and warrants that100% of its capital stock is owned, directly or indirectly, by IMS Health.

###  

### (g)                                 ***Investigation; Intent***.  Each Member hereby represents and warrantsthat (i) such Member has received or had access to all relevantinformation concerning the Company and such Member’s investment in the Companyas such Member deemed necessary and sufficient for it to make an informedinvestment decision, (ii) such Member has acquired its Interest based uponits own investigation, and the exercise by such Member of its rights and theperformance of its obligations under this Agreement will be based upon its owninvestigation, analysis and expertise, (iii) its acquisition of itsInterest was made for its own account for investment, and not with a view tothe sale or distribution thereof, and (iv) it has acquired its Interestfor the purpose of making an economic profit from the transactions proposed tobe entered into by the Company.

###  

### (h)                                 ***Capitalization of Edam***.  Edamhereby represents and warrants the following:

####  

#### (i)                                     Itis not an Affiliate of IMS Health;

####  

#### (ii)                                  Itis capitalized with not less than three percent (3%) equity and:

#####  

##### (A)                              Such equity is subordinate to all its outstandingdebt;

#####  

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

#####  

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

#####  

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

#####  

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

 

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#### (iii)                               Edamhas not made distributions in excess of its earnings determined in accordancewith GAAP or paid fees in respect of the structuring of the transactionscontemplated by this Agreement or paid costs incurred in connection with suchtransactions, in each case to the owners of its equity.

 

### (i)                                     ***Transaction Fees***.  Each IMSHealth Member hereby represents and warrants that neither it nor any of itsAffiliates shall pay any fees or other amounts to any Class A Member inrespect of the transactions contemplated by this Agreement other than anyamounts to be paid or distributed to the Class A Members pursuant to thisAgreement.

 

## ***SECTION 7.03.  Covenant of Edam.***

 

Edam hereby covenants that at all times that it is aMember 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 threepercent (3%) equity and:

 

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

 

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

 

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

 

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

 

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

######  

###### (c)                                  Edam shall not make distributions in excess of itsearnings determined in accordance with GAAP or pay fees in respect of thestructuring of the transactions contemplated by this Agreement or pay costsincurred in connection with such transactions, in each case to the owners ofits equity.

 

## ***SECTION7.04.  Covenant of Class A Members.***

 

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

 

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# **ARTICLE VIIIACCOUNTING; BOOKS AND RECORDS**

 

## ***SECTION8.01.  Accounting; Books and Records.***

 

### (a)                                  ***Maintenance of Books and Records***.  The Company shall maintain at itsprincipal place of business or, upon notice to the Members, at such other placeas the Managing Member shall determine, separate books of account for theCompany which shall include a record of all costs and expenses incurred, allcharges made, all credits made and received, and all income derived inconnection with the conduct of the Company and the operation of its business inaccordance with this Agreement.

 

### (b)                                 ***Accounting Methods***.

 

#### (i)                                     TheCompany shall use the accrual method of accounting in preparation of its annualreports and for tax purposes and shall keep its books and records accordingly.

 

#### (ii)                                  Allamounts payable under any agreement between the Company on the one hand and theMembers or their Affiliates on the other hand shall be treated as occurringbetween the Company and a Person who is not a Member within the meaning of CodeSection 707(a)(1) and such amounts payable by the Company to any Member or itsAffiliates 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 notbe considered a distribution to such Member including, without limitation, inmaintaining such Member’s Capital Account, and any such amounts payable by anyMember or its Affiliates to the Company shall not be considered a contributionto the Company, including, without limitation, in maintaining such Member’sCapital Account.

 

#### (iii)                               ***Access to Books, Records, etc.*** Subject to Section 8.04 hereof, any Member or any agents orrepresentatives of such Member, at the Member’s own expense and upon reasonablenotice and with reasonable frequency, may examine any information it mayreasonably request and make copies of and abstracts from the financial andoperating records and books of account of the Company, and discuss the affairs,finances and accounts of the Company with the Managing Member and itsResponsible Officers, directors, officers and independent accountants of theCompany, all at such reasonable times and as often as such Member or any agentsor representatives of such Member may reasonably request.  The rightsgranted to a Member pursuant to this Section 8.01 are expressly subject tocompliance by such Member with the confidentiality procedures and guidelines ofthe Company, as such procedures and guidelines may be established from time totime.

 

## ***SECTION 8.02.  Reports***.

 

### (a)                                  ***In General***.  The Managing Member shall be responsiblefor the preparation of financial reports of the Company and the coordination offinancial matters of the Company with the Company’s accountants.  Each report delivered by the Company to theMembers pursuant to this Article VIII shall be accompanied by arepresentation of a Responsible Officer of the Managing Member familiar withthe affairs of the Company that (x) such report has been

 

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### prepared and fairly stated in allmaterial respects in accordance with GAAP, or to the extent inconsistenttherewith, in accordance with this Agreement, and (y) no Liquidating Eventor Notice Event, or event which with notice or lapse of time or both wouldconstitute a Liquidating Event or Notice Event (other than the Notice Eventdescribed in Section 14.01(a) hereof) has occurred and is continuing or ifany such event has occurred and is continuing, the action that the ManagingMember has taken or proposes to take with respect thereto.

 

### (b)                                 ***Annual Reports***.

 

#### (i)                                     Within120 days after the end of each Fiscal Year beginning with the Fiscal Yearending December 31, 2003, the Managing Member shall cause to be preparedand each Member shall be furnished with (A) abalance sheet as of the last day of such Fiscal Year and an income statementand 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)                                  Within120 days after the end of each Fiscal Year, each Class A Member shalldeliver written certification to the Managing Member with respect to thematters described in Sections 7.03 hereof.

 

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

 

### (d)                                 ***Retirement/Liquidation DateReports***.  On the date onwhich any distribution is made pursuant to Section 10.08(b) hereof inretirement of all or any portion of any Class A Member’s Interest and onthe date on which final distributions are made to the Members pursuant to Section12.02 hereof, the Managing Member shall cause to be prepared and each Memberfurnished with each of the following statements:

 

#### (i)                                     Abalance sheet as of the date of such distribution setting forth the aggregateMark-to-Market Values for each of the following as individual line items: theCMS Intangible Assets, all Demand Loans held by the Company and the CompanySubsidiary, all Permitted Securities held by the Company and the CompanySubsidiary and all Cash Equivalents (a ***“***Mark-to-MarketBalance Sheet***”***);and

 

#### (ii)                                  Astatement of the Members’ Capital Accounts as adjusted immediately prior tosuch distribution (x) in the case of a distribution pursuant toSection 10.08(b) hereof, pursuant to Sections 3.07 and 10.08(b)hereof, and (y) in the case of a distribution pursuant toSection 12.02 hereof, pursuant to Sections 3.07 and 12.02 hereof.

 

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

 

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### Liquidation Notice as a result ofthe 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 PermittedAssets as of such date, and (ii) in all other cases, not later than thesixtieth (60th) day after the Election Date, and setting forth theMark-to-Market Values of the Permitted Assets as of the date of delivery ofsuch Mark-to-Market Balance Sheet (the date of delivery of the Mark-to-MarketBalance Sheet pursuant to clause (i) or (ii), the “***PurchaseDate***”).

 

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

 

## ***SECTION 8.03.  Tax Matters.***

 

### (a)                                  ***Tax Matters Partner.***  TheManaging Member is authorized to make any and all elections for federal, state,and local tax purposes including, without limitation, any election, ifpermitted by applicable law: (A) to adjust the basis of the Company’sProperty pursuant to Code Sections 754, 734(b) and 743(b), or comparableprovisions of state or local law, in connection with Transfers of Interests andCompany distributions; (B) to extend the statute of limitations forassessment of tax deficiencies against the Members with respect to adjustmentsto the Company’s federal, state, or local tax returns; and (C) to theextent provided in Code Sections 6221 through 6231 and similar provisionsof federal, state or local law, to represent the Company and the Members beforetaxing authorities or courts of competent jurisdiction in tax matters affectingthe Company or the Members in their capacities as Members, and to file any taxreturns and execute any agreements or other documents relating to or affectingsuch tax matters, including agreements or other documents that bind the Memberswith respect to such tax matters or otherwise affect the rights of the Companyand the Members.  The Managing Member is specifically authorized to act asthe “***Tax Matters Partner***” under the Codeand in any similar capacity under state or local law for all tax years.

 

### (b)                                 ***Notice Requirements.***  TheManaging Member shall give prompt notice to each Member upon the receipt of(A) written notice that the Internal Revenue Service or any state or localtaxing authority intends to examine the Company’s income tax returns for anyyear; (B) written notice of commencement of an administrative proceedingat the Company level related to the Company under Section 6223 of theCode; (C) written notice or any final partnership administrativeadjustment relating to the Company pursuant to a proceeding underSection 6223 of the Code; (D) any request from the Internal RevenueService or any comparable state or local agency for waiver of any applicablestatute of limitation with respect to the filing of any tax return by theCompany; and (E) any Form 5701 or comparable state or local auditadjustment notices as soon as received, with copies of such notices provided toeach Member.  In addition, each Memberwill be notified of and allowed to attend any opening and closing conferencesregarding any administrative proceeding at the Company level relating to theCompany under Section 6223 of the Code, and the Managing Member willprovide copies to

 

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### each Member of any correspondencewith the Internal Revenue Service or comparable state or local agency regardinglegal positions taken on audit issues by the Managing Member.  Within ninety (90) days after receipt ofnotice of a final partnership administrative adjustment, the Managing Membershall notify each Member if it does not intend to file for judicial review withrespect to such adjustment.

 

### (c)                                  ***Tax Information.***  Necessarytax information shall be delivered to each Member as soon as practicable afterthe end of each Fiscal Year of the Company but not later than ninety (90) daysafter the end of each Fiscal Year.  The Managing Member shall file taxreturns for the Company prepared in accordance with the Code and theRegulations.  Each Member agrees that itwill report all Company taxable income, gain, loss, deduction and credit foreach Fiscal Year in the manner reflected on the Company’s U.S. PartnershipReturn of Income (Form 1065) and related Schedule K-1 furnished to such Memberfor such year.

 

## ***SECTION8.04.  Proprietary Information.***

 

The Members shall not have access to(i) information which the Managing Member reasonably believes to be in thenature of trade secrets or proprietary information, (ii) information thedisclosure of which the Managing Member in good faith believes is not in thebest 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 keptconfidential; *provided, however*, nothing setforth in this Section 8.04 shall prevent any appraiser doing an appraisalperformed in accordance with this Agreement from having access to proprietaryinformation described in this Section 8.04 to the extent necessary toproperly perform such appraisal and the Managing Member shall provide suchinformation to any such appraiser; *provided, further*,that such appraiser signs a confidentiality agreement reasonably acceptable tothe Managing Member.

 

# **ARTICLE IXAMENDMENTS; MEETINGS**

 

## ***SECTION 9.01.  Amendments***.

 

Amendments to this Agreement may be proposed by theManaging Member or by any Member.  Following such proposal, the ManagingMember shall submit to the Members a verbatim statement of any proposedamendment if counsel for the Company shall have approved of the same in writingas to form, and the Managing Member shall include in any such submission arecommendation as to the proposed amendment.  The Managing Member shallseek the written vote of the Members on the proposed amendment or shall call ameeting to vote thereon and to transact any other business that it may deemappropriate.  A proposed amendment shall be adopted and be effective as anamendment to this Agreement only if it receives the affirmative vote of theManaging Member and the Class B Member, *provided*that, if any amendment would adversely affect any Class A Member, it mustalso receive the affirmative vote of such Class A Member.

 

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## ***SECTION9.02.  Meetings of the Members***.

 

### (a)                                  Meetings of the Members may be called by theManaging Member and shall be called upon the written request of any otherMember.  The call shall state the nature of the business to betransacted.  Notice of any such meeting shall be given to all Members notless than seven (7) Business Days nor more than thirty (30) days prior to thedate of such meeting.  Members may vote in person, by proxy or bytelephone at such meeting.  Whenever the vote or consent of Members ispermitted or required under the Agreement, such vote or consent may be given ata meeting of Members or may be given in accordance with the procedureprescribed in Section 9.03 hereof.

 

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

 

### (c)                                  Each Member may authorize any Person or Persons toact for it by proxy on all matters in which the Member is entitled toparticipate, including waiving notice of any meeting, or voting orparticipating at a meeting.  Every proxy must be signed by the Member or itsattorney-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 theManaging Member or such other Person as the Managing Member may appointpursuant to such rules for the conduct of the meeting as the Managing Member orsuch other Person deems appropriate.

 

## ***SECTION 9.03.  Consent.***

 

In the event the consent of the Members is requiredfor any action to be taken by the Company, such consent may be given at ameeting, which may be conducted by conference telephone call, or provided inwriting executed by all the Members.

 

# **ARTICLE XTRANSFERS OF INTERESTS**

 

## ***SECTION10.01.  Restriction on Transfers.***

 

Except as otherwise permitted by this Agreement, noMember shall Transfer all or any portion of its Interest.  Each Member hereby acknowledges thereasonableness of the restrictions on Transfer imposed by this Agreement inview of the Company purposes and the relationship of the Members.  Accordingly, the restrictions on Transfercontained herein shall be specifically enforceable.

 

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## ***SECTION10.02.  Permitted Transfers.***

 

Subject to the conditions and restrictions set forthin Section 10.03 hereof, a Member may at any time Transfer all or anyportion of its Interest to (i) any other Member, (ii) any WhollyOwned Affiliate of a Member including the transferor, (iii) any Personapproved by all of the Members, or (iv) in the case of any Class AMember, any Person pursuant to Section 14.03 hereof; *provided*that no Transfer by the Managing Member of all or any part of its ManagingMember Interest to any Person other than IMS AG or CMS (the “***New Managing Member***”) shall be aPermitted Transfer (as defined below) unless IMS Health has issued for thebenefit and in favor of the Class A Members a written guaranty in the formof 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 SecondIMS Health Guaranty, the definition of “IMS Health Guaranty” hereunder shallalso refer to the Second IMS Health Guaranty.

 

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

 

## ***SECTION10.03.  Conditions to PermittedTransfers.***

 

A Transfer shall not be treated as a PermittedTransfer under Section 10.02 hereof unless and until the followingconditions are satisfied:

 

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

 

###### (b)                                 The Transfer will not cause the Company to terminatefor federal income tax purposes, and the transferor shall provide the Companyan opinion of counsel to such effect.  Such counsel and opinion shall bereasonably satisfactory to the Managing Member, and the Managing Member and theother Members shall provide to such counsel any information available to theManaging Member or to such other Members, as the case may be, and relevant tosuch opinion.

 

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

 

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###### returns and other legally required information statements orreturns.  Without limiting the generality of the foregoing, the Companyshall not be required to make any distribution otherwise provided for in thisAgreement with respect to any Transferred Interests until it has received suchinformation.

######  

###### (d)                                 Such Transfer will be exempt from all applicableregistration requirements and will not violate any applicable laws regulatingthe Transfer of securities, and, except in the case of a Transfer of Intereststo another Member or to a Wholly Owned Affiliate of any Member, including thetransferor, the transferor shall provide an opinion of counsel to sucheffect.  Such counsel and opinion shall be reasonably satisfactory to theManaging Member.

######  

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

######  

###### (f)                                    Except in the case of a Transfer to a Wholly OwnedAffiliate of an IMS Health Member, each Class A Member and the transfereeof such Class A Member shall execute certificates substantially similar tothe certificates (the “***Form TransferorCertificate***” and the “***Form TransfereeCertificate***”) attached hereto as Exhibit C-1 andExhibit C-2, respectively.

 

## ***SECTION10.04.  Prohibited Transfers.***

 

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

 

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

 

## ***SECTION10.05.  Rights of Unadmitted Assignees.***

 

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

 

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### distributions with respect tosuch Interests in accordance with this Agreement, but shall have no right toany information or accounting of the affairs of the Company, shall not beentitled to inspect the books or records of the Company, and shall not have anyof the rights of a Managing Member or a Member under the Act or this Agreement.

###  

### (b)                                 ***Managing Member***.  A transferee who acquires an Interest froma Managing Member under this Agreement by means of a Transfer that is permittedunder this Article X, but who is not admitted as a Managing Member, shallhave no authority to act for or bind the Company, to inspect the Company’sbooks, or otherwise to be treated as a Managing Member.  Following such a Transfer, the transferorshall not cease to be a Managing Member of the Company and shall continue to bea Managing Member until such time as the transferee is admitted as a ManagingMember.

 

## ***SECTION10.06.  Admission as Substituted Members.***

 

Subject to the other provisions of thisArticle X, a transferee of Interests may be admitted to the Company as asubstituted Member only upon satisfaction of the conditions set forth below inthis Section 10.06:

 

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

 

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

 

###### (c)                                  The transferee pays or reimburses the Company forall reasonable legal, filing, and publication costs that the Company incurs inconnection with the admission of the transferee as a Member with respect to theTransferred Interests;

 

###### (d)                                 If the transferee is a partnership or acorporation, the transferee provides the Company with evidence satisfactory tocounsel for the Company that such transferee has made each of the representationsand undertaken each of the warranties described in Section 7.02 hereof asof the date of the Transfer; and

 

###### (e)                                  In the event that the transferee of an Interestfrom any Member is admitted under this Agreement, such transferee shall bedeemed admitted to the Company as a substituted Member immediately prior to theTransfer, and with respect to the transferee of a Managing Member, suchtransferee shall continue the business of the Company without dissolution.

 

## ***SECTION10.07.  Distributions with Respect toTransferred Interests.***

 

If any Interest is sold, assigned, or Transferred incompliance with the provisions of this Article X, all distributions on orbefore the date of such Transfer shall be made to the transferor, and alldistributions thereafter shall be made to the transferee.  Solely forpurposes of making

 

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such distributions, theCompany shall recognize such Transfer not later than the end of the calendarmonth during which it is given notice of such Transfer; *provided,however*, that if the Company is given notice of a Transfer at leastfourteen (14) days prior to the Transfer, the Company shall recognize suchTransfer as of the date of such Transfer; and *providedfurther*, that if the Company does not receive a notice stating thedate such Interest was Transferred and such other information as the ManagingMember may reasonably require within thirty (30) days after the end of theaccounting period during which the Transfer occurs, all distributions shall bemade to the Person who, according to the books and records of the Company, onthe last day of the accounting period during which the Transfer occurs, was theowner of the Interest.  Neither the Company nor the Managing Member shallincur any liability for making distributions in accordance with the provisionsof this Section 10.07, whether or not the Managing Member or the Companyhas knowledge of any Transfer of ownership of any Interest.

 

## ***SECTION10.08.  Retirement of Members’ Interestsin 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, electto cause all or any portion of any Member’s Interest (other than the ManagingMember Interest) in the Company to be retired in accordance with thisSection 10.08 by giving written notice of its election to the Company andto all other Members; *provided* that:

 

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

 

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

 

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

 

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

 

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

 

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

 

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### (b)                                 ***Distributions Upon Retirement***.  In the event that any portion of a Member’sInterest 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 accordancewith Section 10.08(b)(i) hereof and the Gross Asset Values of all Companyassets shall be adjusted pursuant to subparagraph (ii) of the definitionof Gross Asset Value in Section 1.10 hereof as of the applicableRetirement Date, and (y) Profits, Losses and other items of Companyincome, gain, loss or deduction for the period beginning on the first day ofthe Allocation Year during which the Retirement Date occurs and ending on theRetirement Date shall be allocated pursuant to Article III hereof.  In the event that all or any portion of aMember’s Interest in the Company is retired pursuant to thisSection 10.08, on the applicable Retirement Date, the Company shalldistribute to such Member (A) in theevent that the entire Interest of such Member is to be retired, except to theextent otherwise provided in this Section 10.08(b), an amount of cash,equal to the balance in such Member’s Capital Account immediately after givingeffect to the adjustments and allocations required by the first sentence ofthis Section 10.08(b) and as reflected on the statement of CapitalAccounts provided to the Members pursuant to Section 8.02(d)(ii) hereof, or (B) in the event that less than the entireInterest of such Member is to be retired, the amount stated in the applicableRetirement Notice.  In the event that allor any portion of a Class B Member’s Interest in the Company is retiredpursuant to this Section 10.08, on the applicable Retirement Date, theCompany may distribute to such Class B Member Property having aMark-to-Market Value equal to the amount of cash that otherwise would have beendistributed to such Class B Member, *provided* thatsuch Class B Member agree to the specific distribution of Property in lieuof cash.

 

#### (i)                                     Forpurposes of determining the amount of any adjustment to the Gross Asset Valuesof Company assets pursuant to subparagraph (ii) of the definition of GrossAsset Value in Section 1.10 hereof, the value of each of the PermittedAssets 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 shallbe equal to the par value of such Loan *plus* accruedinterest, if any; *provided* that if there hasoccurred and is continuing any payment or other material default with respectto any such Loan at the time such value is being determined, the Mark-to-MarketValue of such Loan shall be determined by an investment or commercial bank ofnational recognition selected by the Managing Member with the consent of theClass A Member (which consent shall not be unreasonably withheld).

 

##### (B)                                The Mark-to-Market Value of the CMS IntangibleAssets shall be determined by appraisal by Standard & Poor’s CorporateValue 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 valuationmethodology as was used in determining the initial Gross Asset Value of the CMSIntangible Assets.

 

##### (C)                                The Mark-to-Market Value of any Cash or CashEquivalents 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 Securityshall be equal to its Market Value.

 

##### (E)                                 The Mark-to-Market Value of the Company SubsidiaryStock shall be equal to the aggregate Mark-to-Market Values of all PermittedAssets held by the Company Subsidiary.

 

##### (F)                                 The Mark-to-Market Value of any Leased Asset shallbe determined pursuant to the Termination Values Column appended to orassociated with the Individual Leasing Record to which such Leased Asset issubject and shall be an amount equal to the product of (1) the initialGross Asset Value of such Leased Asset multiplied by (2) the percentageset forth in such Termination Values Column beside the “Period” representingthe number of completed quarters of the Basic Term; *provided*that, (x) if any material default has occurred and is continuing withrespect to such Individual Leasing Record or (y) such asset is not subjectto an Individual Leasing Record, the Mark-to-Market Value of such Leased Assetshall be determined pursuant to Section 10.08(b)(i)(H) hereof and, if anymaterial default has occurred and is continuing under the Master Lease, theMark-to-Market Values of all Leased Assets shall be determined pursuant toSection 10.08(b)(i)(H) hereof.

 

##### (G)                                In the event that it is necessary to determine theMark-to-Market Value of any Leased Assets pursuant to thisSection 10.08(b)(i), such value shall be determined by appraisal byStandard & Poor’s Corporate Value Consulting, a division of The McGraw-HillCompanies, and if they are unavailable or unwilling to do such appraisal, anAlternative Appraiser.

 

#### (ii)                                  Ifall or any portion of the Class A Members’ Interests in the Company areretired prior to June 30, 2006, the Company shall pay to each Class AMember on the applicable Retirement Date cash in an amount equal to suchClass A Member’s Early Liquidation Premium, if any.  Amounts payable under thisSection 10.08(b)(ii) shall be treated as guaranteed payments within themeaning of Code Section 707(c), shall be considered an expense of theCompany for income tax purposes and an expense or capital item for financialreporting purposes, as the case may be, and shall not be considered adistribution of money to any Class A Member that would reduce its CapitalAccount.

 

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

 

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# **ARTICLE XIMANAGING MEMBER**

 

## ***SECTION11.01.  Covenant Not to Withdraw,Transfer, or Dissolve.***

 

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

 

## ***SECTION11.02.  Termination of Status as ManagingMember.***

 

### (a)                                  The Managing Member shall cease to be a ManagingMember upon the first to occur of (i) the Bankruptcy of such Member,(ii) a Permitted Transfer of the Managing Member’s entire Interest as aManaging Member, *provided* that the transferee isadmitted as a substituted Managing Member pursuant to Section 10.06 hereof,(iii) the involuntary Transfer by operation of law of the Managing Member’sInterest in the Company, or (iv) the vote of all of the Members to approvea request by the Managing Member to withdraw. In the event the Managing Member ceases to be a Managing Member withouthaving Transferred its entire Interest as a Managing Member, such Person shallbe 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 10.04hereof.

 

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

 

## ***SECTION11.03.  Election of Managing Members***.

 

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

 

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# **ARTICLE XIIDISSOLUTION AND WINDING UP**

 

## ***SECTION12.01.  Liquidating Events***.

 

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

######  

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

######  

###### (b)                                 In the event any one or more of the IMS HealthMembers has elected pursuant to Section 14.03 hereof to purchase anyClass 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 suchSection 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 itunlawful, impossible, or impractical to carry on the business of the Company orthe Delaware Court of Chancery has entered a decree pursuant to Section 18-802of 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 tobe wound up if the Company is otherwise continued in accordance with the Act.

 

The Members hereby agree that, notwithstanding anyprovision of the Act, the Company shall not dissolve prior to the occurrence ofa Liquidating Event

 

## ***SECTION 12.02.  Winding Up***.

 

Upon the occurrence of a Liquidating Event, theCompany shall continue solely for the purposes of winding up its affairs in anorderly manner, liquidating its assets, and satisfying the claims of itscreditors and Members, and no Member shall take any action with respect to theCompany that is inconsistent with the winding up of the Company’s business andaffairs; *provided* that all covenants contained inthis Agreement and obligations provided for in this Agreement shall continue tobe fully binding upon the Members until such time as the Property has beendistributed pursuant to this Section 12.02 and the Certificate has beencanceled pursuant to the Act.  The Liquidator shall be responsible foroverseeing the winding up and dissolution of the Company.  The Liquidatorshall take full account of the Company’s liabilities and Property and, exceptas otherwise provided in Section 12.03 hereof, shall, (i) no laterthan June 30, 2006 in the case of the occurrence of the Liquidating Eventdescribed in Section 12.01(a) hereof that resulted from the occurrence ofthe Notice Event described in Section 14.01(a) hereof, or (ii) withinsixty (60) days of the occurrence of any other Liquidating Event described inSection 12.01, cause the Property or the proceeds from the sale ordisposition thereof (as determined pursuant to Section 12.10 hereof), tothe extent sufficient therefor, to be applied and

 

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

 

###### (a)                                  *First*, to creditors (including the Class A Membersto the extent such Members are creditors, to the extent otherwise permitted bylaw) other than the IMS Health Members and their Affiliates, in satisfaction ofall of the Company’s debts and liabilities (including claims and obligations asrequired by Section 18-804(b) of the Act) other than liabilities for whichreasonable provision for payment has been made and liabilities fordistributions to Members under Section 18-601 or 18-604 of the Act;

######  

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

######  

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

######  

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

 

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

 

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

 

The IMS Health Members understand and agree that byaccepting the provisions of this Section 12.02 setting forth the priority ofthe 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 ofthe Company, might otherwise have under the Act to receive distributions ofassets *pari passu* with the other creditors ofthe Company in connection with a distribution of assets of the Company insatisfaction of any liability of the Company, and hereby subordinate to saidcreditors any such right.

 

## ***SECTION12.03.  No Restoration of Deficit CapitalAccounts; Compliance With Timing Requirements of Regulations.***

 

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

 

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(determined in the mannerprovided below) of the distributions that may otherwise be made to the Memberspursuant to this Article XII may be:

 

###### (a)                                  Distributed to a trust established for the benefitof the Members solely for the purposes of liquidating Property, collectingamounts owed to the Company, and paying any contingent or unforeseen liabilitiesor obligations of the Company or of the Managing Member arising out of or inconnection with the Company.  The assets of any such trust shall bedistributed to the Members from time to time, in the reasonable discretion ofthe Liquidator, in the same proportions (as determined below) as the amountdistributed to such trust by the Company would otherwise have been distributedto the Members pursuant to Section 12.02 hereof; or

 

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

 

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

 

## ***SECTION12.04.  Deemed Contribution andDistribution.***

 

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

 

## ***SECTION 12.05.  Rights of Members***.

 

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

 

## ***SECTION12.06.  Notice of Dissolution.***

 

In the event a Liquidating Event occurs or an eventoccurs that would, but for provisions of Section 12.01 hereof, result in adissolution of the Company, the Managing Member shall, within thirty (30) daysthereafter, provide written notice thereof to each of the Members and to allother parties with whom the Company regularly conducts business (as determinedin the discretion of the Managing Member) and shall publish notice thereof in anewspaper of general

 

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

 

## ***SECTION12.07.  Liquidation Guaranteed Payment.***

 

On the date on which all of the assets of the Companyare distributed to the Members pursuant to Section 12.02 hereof, the Companyshall pay to each Class A Member an amount equal to such Class AMember’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 amountthen due and payable, the Class A Members elect to have such amounts paidin-kind.  In the event the Class A Members have made such anelection, such payments shall be made in the form of Demand Loans and/or CashEquivalents (as determined by the Class A Members in their sole discretionsubject only to the Company holding any such asset in the amounts requested)with an aggregate Mark-to-Market Value equal to the amount due andpayable.  In addition, amounts payable under this Section 12.07 shallbe treated as guaranteed payments within the meaning of CodeSection 707(c), shall be considered an expense of the Company for incometax purposes and an expense or capital item for financial reporting purposes,as the case may be, and shall not be considered a distribution to anyClass A Member for all purposes of this Agreement, including, withoutlimitation, in maintaining any Class A Member’s Capital Account.

 

## ***SECTION12.08.  Character of LiquidatingDistributions.***

 

All payments made in liquidation of the Interest of aretiring Member (whether pursuant to Article X or Article XII hereof) shall bemade in exchange for the interest of such Member in Property pursuant toSection 736(b)(1) of the Code, including the interest of such Member inCompany 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 ManagingMember, the “***Liquidator***” shall beappointed by the Class A Members.

 

## ***SECTION12.10.  Form of LiquidatingDistributions.***

 

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

 

### (b)                                 ***Class A Member In-KindElection***.  At theelection of the Class A Members, the Liquidator may be required to distributeall of the Property in-kind.  In suchevent, the Property to be distributed to each Member shall be determined by theLiquidator; *provided* that, subject to

 

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

 

### (c)                                  ***Other Permitted Assets***.  In noevent shall any of the CMS Intangible Assets be distributed to the Class AMembers in kind.

 

# **ARTICLE XIIIPOWER OF ATTORNEY**

 

## ***SECTION13.01.  Managing Member asAttorney-In-Fact***.

 

Each Member hereby makes, constitutes, and appointsthe Managing Member, each successor Managing Member, and the Liquidator,severally, with full power of substitution and resubstitution, its true andlawful attorney-in-fact for it and in its name, place, and stead and for itsuse and benefit, to sign, execute, certify, acknowledge, swear to, file,publish and record (i) all certificates of formation, amended name orsimilar certificates, and other certificates and instruments (includingcounterparts of this Agreement) which the Managing Member or Liquidator maydeem necessary to be filed by the Company under the laws of the State ofDelaware or any other state or jurisdiction in which the Company is doing orintends to do business, (ii) any and all amendments, restatements orchanges to this Agreement and the instruments described insubparagraph (i), as now or hereafter amended, which the ManagingMember may deem necessary to effect a change or modification of the Companyapproved 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 underthis Agreement, (B) any amendments adopted by the Members in accordancewith the terms of this Agreement; (C) the admission of any substitutedMember, and (D) the disposition by any Member of its Interest in theCompany, (iii) all certificates of cancellation and other instrumentswhich the Managing Member or Liquidator deem necessary or appropriate to effectthe dissolution and termination of the Company pursuant to the terms of thisAgreement, and (iv) any other instrument which is now or may hereafter berequired by law to be filed on behalf of the Company or is deemed necessary bythe Managing Member or Liquidator to carry out fully the provisions of thisAgreement in accordance with its terms.  Each Member authorizes each suchattorney-in-fact to take any further action which such attorney-in-fact shallconsider necessary in connection with any of the foregoing, hereby giving eachsuch attorney-in-fact full power and authority to do and perform each and everyact or thing whatsoever requisite to be done in connection with the foregoingas fully as such Member might or could do personally, and hereby ratifying andconfirming all that any such attorney-in-fact shall lawfully do or cause to bedone by virtue thereof or hereof.

 

## ***SECTION13.02.  Nature of Special Power.***

 

The power of attorney granted pursuant to thisArticle XIII:

######  

###### (a)                                  Is a special power of attorney coupled with aninterest and is irrevocable;

 

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###### (b)                                 May be exercised by any such attorney-in-fact bylisting the Members executing any agreement, certificate, instrument, or otherdocument with the single signature of any such attorney-in-fact acting asattorney-in-fact for such Members; and

 

###### (c)                                  Shall survive and not be affected by thesubsequent Bankruptcy, insolvency, dissolution, or cessation of existence of aMember and shall survive the delivery of an assignment by a Member of the wholeor a portion of its Interest in the Company (except that where the assignmentis of such Member’s entire Interest in the Company and the assignee is admittedas a substituted Member, the power of attorney shall survive the delivery ofsuch assignment for the sole purpose of enabling any such attorney-in-fact toeffect such substitution) and shall extend to such Member’s or assignee’ssuccessors and assigns.

 

# **ARTICLE XIVNOTICE EVENTS**

 

## ***SECTION 14.01.  Notice Events.***

 

In the event that any of the following events (“***Notice Events***”) shall occur, theMembers 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 andobligations required on its part to be performed or observed underSections 5.04(a) and 5.04(b) hereof, or (ii) fail to perform orobserve any material term, covenant or obligation on its part to be performedor observed (except such terms, covenants or obligations as are described inclause (i) above) under (A) this Agreement (except for specificviolations the cure periods for which are specifically provided for as NoticeEvents hereunder), (B) the 2003 IMS Health Lease, (C) the IMS HealthGuaranty, in each case if such failure under either clause (i) orclause (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 eachClass A Member in immediately available funds on the last Business Day ofeach Fiscal Quarter an amount equal to the remainder, if any, of (i) the cumulative Priority Return of suchClass A Member from July 1, 2003 to the last Business Day of theFiscal Quarter during which such distribution is made, *minus*(ii) all prior distributions to suchClass A Member pursuant to Section 4.01 hereof, if such failure isnot cured within ten (10) Business Days of receipt by the Managing Member ofnotice thereof;

 

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

 

###### (e)                                  An IMS Health Event shall occur.

 

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## ***SECTION14.02.  Liquidation Notice.***

 

At any time on or after the occurrence of a NoticeEvent, each Class A Member may elect to cause such Notice Event to resultin a Liquidating Event by delivering to the Managing Member a notice (a “***Liquidation Notice***”) of suchelection; *provided* that: (i) such NoticeEvent shall not result in a Liquidating Event until the expiration of ten (10)Business Days following such delivery, (ii) such Class A Member mayrescind such Liquidation Notice by delivering to the Managing Member a noticeprior to such tenth (10th) Business Day, and (iii) a Liquidation Noticeautomatically 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 tothe Purchase Option to purchase all Class A Members’ Interests.

 

## ***SECTION14.03.  Electing Members’ PurchaseOption.***

 

### (a)                                  ***Election of Purchase Option***.  Any oneor more of the IMS Health Members or their designees (referred to in thisSection 14.03 as the “***Electing Members***”)may elect pursuant to a purchase option (the “***PurchaseOption***”) to purchase the Class A Members’ entire Interestsin such proportions as they shall agree (i) within the ten (10) BusinessDay period prior to the effectiveness of any Liquidation Notice delivered tothe Managing Member pursuant to Section 14.02 hereof, or (ii) at any timeafter June 30, 2006 upon ten (10) Business Days’ prior notice (the “***Election Notice***”).  The day on which a Liquidation Notice isdelivered 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.***”***  AnElection Notice given pursuant to this Section 14.03 shall be irrevocableand binding on the Electing Members.

 

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

 

### (c)                                  ***Purchase***.

 

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

 

#### (ii)                                  Theclosing shall occur at such place as is mutually agreeable to the Members, orupon the failure to agree, at the principal place of business of theCompany.  On the Purchase Date, each Class A Member shall deliver tothe Electing Members good title, free and clear of any liens, claims,encumbrances, security interests or options, to its Interest thuspurchased.  The Electing Members shall remain obligated to pay any and allreasonable out-of-pocket expenses (including attorneys’ fees and expenses)incurred by each Class A Member in enforcing any rights under thisSection 14.03.

 

#### (iii)                               Onthe Purchase Date, the Members shall execute such documents and instruments ofconveyance as may be necessary or appropriate to effectuate the transactioncontemplated hereby, including, without limitation, the Transfer of the

 

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

 

### (d)                                 ***Treatment as Purchase UnderSection 741***.  TheMembers agree to treat the Transfer of the Class A Members’ Interests tothe Electing Members pursuant to this Section 14.03 as a purchase and saleunder Section 741 of the Code and not as a retirement underSection 736 of the Code.

 

# **ARTICLE XVMISCELLANEOUS**

 

## ***SECTION 15.01.  Notices***.

 

Any notice, payment, demand, or communication requiredor permitted to be given by any provision of this Agreement shall be in writingor by facsimile and shall be deemed to have been delivered, given, and receivedfor all purposes (i) if delivered personally to the Person or to anofficer of the Person to whom the same is directed, or (ii) when the sameis actually received, if sent either by registered or certified mail, postageand charges prepaid, or by facsimile, if such facsimile is followed by awritten copy of the facsimile communication sent by registered or certifiedmail, postage and charges prepaid, addressed as follows, or to such otheraddress as such Person may from time to time specify by notice to the Members:

 

If to the Company:

 

IMS Health LicensingAssociates, L.L.C.

c/o IMS HealthIncorporated,

its Managing Member

1499 Post Road

Fairfield, CT  06824

Attention: GeneralCounsel

Facsimile: (203) 319-4747

 

with a copy to:

 

IMS Health Incorporated

1499 Post Road

Fairfield, CT  06824

Attention: Senior TaxDirector

Facsimile: (203) 319-4768

 

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If to the ManagingMember:

 

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 TaxDirector

Facsimile: (203) 319-4768

 

If to CMS:

 

Coordinated ManagementSystems, Inc.

801 West Street, 2ndFloor

Wilmington, Delaware19801-1545

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 CMSor IMS AG, with a copy to:

 

IMS Health Incorporated

1499 Post Road

Fairfield, CT  06824

Attention: GeneralCounsel

Facsimile: (203) 319-4747

 

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If to Utrecht:

 

Utrecht-America FinanceCo.

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 eitherUtrecht or Edam, with a copy to:

 

Cooperatieve Centrale Raiffeisen-Boerleenbank B.A.

“Rabobank Nederland,” NewYork 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 deliveredpersonally, or otherwise as of the date on which the same was received.  Any Person may from time to time specify adifferent address by notice to the Company and the Members.

 

## ***SECTION 15.02.  Binding Effect.***

 

Except as otherwise provided in this Agreement, everycovenant, term, and provision of this Agreement shall be binding upon and inureto the benefit of the Members and their respective successors, transferees andassigns.

 

## ***SECTION 15.03.  Construction.***

 

Every covenant, term, and provision of this Agreementshall be construed simply according to its fair meaning and not strictly for oragainst any Member.

 

## ***SECTION 15.04.  Headings.***

 

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

 

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## ***SECTION 15.05.  Severability.***

 

Except as otherwise provided in the succeedingsentence, 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 reasonwhatsoever, such illegality or invalidity shall not affect the validity orlegality of the remainder of this Agreement.  The preceding sentence ofthis Section 15.05 shall be of no force or effect if the consequence ofenforcing the remainder of this Agreement without such illegal or invalid termor provision would be to cause any Member to lose the benefit of its economicbargain.

 

## ***SECTION15.06.  Variation of Pronouns.***

 

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

 

## ***SECTION 15.07.  Governing Law.***

 

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

 

## ***SECTION15.08.  Waiver of Action for Partition.***

 

Each of the Members irrevocably waives any right thatit may have to maintain any action for partition with respect to any of theProperty.

 

## ***SECTION15.09.  Waiver of Jury Trial.***

 

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

 

## ***SECTION15.10.  Consent to Jurisdiction.***

 

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

 

## ***SECTION15.11.  Counterpart Execution.***

 

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

 

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## ***SECTION15.12.  Sole and Absolute Discretion.***

 

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

 

## ***SECTION15.13.  Specific Performance***.

 

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

 

[*signatures follow on separate pages*]

 

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IN WITNESS WHEREOF, the parties have entered into thisAgreement 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 ASIGNATURE PAGE TO AGREEMENT OF LIMITED LIABILITY COMPANYOF IMS HEALTH LICENSING ASSOCIATES, L.L.C.**

 

S-1

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|   | CLASS B MEMBERS: |
|--------|-----------------------|
|   |                  |
|   | **IMS AG**            |
|   |                  |
|   |                  |
|   | By                    | /s/ Peter  Echser |   |
|   |                  | Name: Peter Echser |
|   |                  | Title: Director |
|        |                       |  |  |  |

 

S-2

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|   | **COORDINATED MANAGEMENT SYSTEMS,  INC.** |                     |
|--------|-------------------------------------------|--------------------------|
|   |                                      |                     |
|   |                                      |                     |
|   | By                                        | /s/ Kenneth  J. Kubacki  |   |   |
|   |                                      | Name: Kenneth J. Kubacki |
|   |                                      | Title:                   | Vice President and |   |
|   |                                      | Chief Operating Officer  |   |
|        |                                           |                          |  |  |  |  |

 

S-3

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|   | 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

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|   | **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

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