**Exhibit 10.1**

 

Closing Agreement On Final Determination

Covering Specific Matters

 

Undersection 7121 of the Internal Revenue Code, IMS Health Incorporated ; EIN:06-1506026 of 1499 Post Road, Fairfield, CT 06824, on behalf of itself and asagent for its Subsidiaries, and the Commissioner of Internal Revenue make thefollowing closing agreement:

 

ThisClosing Agreement contains the complete agreement of the parties.

 

A.            WHEREAS, for taxable years ending December 31, 1998,1999, 2000, 2001, 2002, & 2003 IMS Health Incorporated, the entity referredto in the caption above (“Taxpayer”),was the common parent of an affiliated group of domestic corporations withinthe meaning of I.R.C. section 1504(a) that joined in the filing of consolidatedfederal income tax returns (“Consolidated Returns”),

 

B.            WHEREAS, Taxpayer leased certain intangiblesoftware and database assets from IMS Health Licensing Associates, L.L.C.,f/k/a IMS Health Licensing Associates, L.P., f/k/a Cognizant LicensingAssociates, L.P. (the “Partnership”),

 

C.            WHEREAS, Taxpayer deducted royaltypayments to the Partnership on its U.S. Consolidated Form 1120 as follows:

 
| **Year**           | ** ** | **Amount** | ** **  |
|--------------------|------------|------------|-------------|
| December 31,  1998 |       | $          | 38,640,000  |   |
| December 31,  1999 |       | $          | 77,280,000  |   |
| December 31,  2000 |       | $          | 90,804,000  |   |
| December 31, 2001  |       | $          | 104,328,000 |   |
| December 31,  2002 |       | $          | 104,328,000 |   |
| December 31,  2003 |       | $          | 111,026,000 |   |

 

D.            WHEREAS, a dispute has arisenbetween the Taxpayer and the Commissioner of Internal Revenue regarding theallowable amounts of royalty expense in taxable years ending December 31, 1998through December 31, 2003,

 

E.             WHEREAS,Taxpayer and the Commissioner of Internal Revenue desire to resolve thisdispute with finality under the terms set forth in this agreement (the “ClosingAgreement”) for the taxable years ending December 31, 1998 through December 31,2003 and December 31, 2004 through December 31, 2013.

 

**NOW IT IS HEREBY DETERMINED AND AGREED FOR FEDERALINCOME TAX PURPOSES THAT**:

 

1.               The amount of royalty expense allowable onthe Taxpayer’s U.S. Consolidated Form 1120 for taxable years ending December31, 1998 through December 31, 2003 is:

 
| **Year**           | ** ** | **Amount** | ** **  |
|--------------------|------------|------------|-------------|
| December 31,  1998 |       | $          | 35,228,088  |   |
| December 31,  1999 |       | $          | 70,456,176  |   |
| December 31,  2000 |       | $          | 82,786,007  |   |
| December 31,  2001 |       | $          | 95,115,838  |   |
| December 31, 2002  |       | $          | 95,115,838  |   |
| December 31,  2003 |       | $          | 101,222,404 |   |

 

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2.               For each taxable year ending December 31,2004 through December 31, 2013, the Taxpayer will be entitled to a deduction inan amount equal to the total amount of royalties paid to the Partnership inthat taxable year, reduced by $10,395,029. Notwithstanding the precedingsentence, the Commissioner of Internal Revenue can audit the amount ofroyalties paid during such period solely under the last sentence of section 482of the Internal Revenue Code and can make correlative adjustments.

 

3.               No ordinary or capital loss will be recognizedby the Taxpayer on the sale, transfer, distribution,****liquidation, or disposition of its interest, inwhole or in part, in the Partnership.

 

4.               Taxpayer will not claim any net loss realizedby the Partnership on the sale, transfer, distribution, liquidation, ordisposition by the Partnership of assets contributed to it. Taxpayer will notredistribute its allocable share of royalty income outside the affiliatedgroup.

 

5.               Taxpayer is not subject to any penalty,including penalties under section 6662 of the Internal Revenue Code, inconnection with the matters covered by this Closing Agreement.

 

6.               The resolution of the Taxpayer’sparticipation in the Partnership for the taxable years ending December 31, 2004through December 31, 2013, as reflected in this Closing Agreement, does notconstitute an examination of the Taxpayer’s books and records for purposes ofI.R.C. § 7605.

 

7.               This agreement is final and conclusive except:

 

*(1)*       thematter it relates to may be reopened in the event of fraud, malfeasance, ormisrepresentation of material fact;

 

*(2)*       it issubject to the Internal Revenue Code sections that expressly provide thateffect be given to their provisions (including any stated exception for Codesection 7121) notwithstanding any other law or rule of law; and

 

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

 

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

 

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

 

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