**Exhibit10.2**

 

**EXECUTIONCOPY**

 

**THIRD AMENDED AND RESTATED**

**IMSHEALTH GUARANTY**

 

**by**

 

**IMSHEALTH INCORPORATED**

 

**for andin favor of**

 

**UTRECHT-AMERICAFINANCE CO.**

 

**and**

 

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

 

**Effectiveas of March 17, 2005**

 

----

 

**TABLE OFCONTENTS**

 
| SECTION 1.  Definitions                      |   |
|---------------------------------------------------|--------|
|                                              |   |
| SECTION 2.  Obligations                      |   |
|                                              |   |
| SECTION 3.  Obligation Absolute              |   |
|                                              |   |
| SECTION 4.  Waiver                           |   |
|                                              |   |
| SECTION 5. Subrogation                       |   |
|                                              |   |
| SECTION 6.  Costs of Enforcement             |   |
|                                              |   |
| SECTION 7.  Representations and Warranties   |   |
|                                              |   |
| SECTION 8.  Covenants                        |   |
|                                              |   |
| SECTION 9. IMS  Health Events                |   |
|                                              |   |
| SECTION 10.  Amendments, Etc                 |   |
|                                              |   |
| SECTION 11.  Addresses for Notices           |   |
|                                              |   |
| SECTION 12.  No Waiver; Remedies             |   |
|                                              |   |
| SECTION 13.  Accounting Terms                |   |
|                                              |   |
| SECTION 14. Assignment                       |   |
|                                              |   |
| SECTION 15.  Severability                    |   |
|                                              |   |
| SECTION 16.  Governing Law                   |   |
|                                              |   |
| SECTION 17.  Waiver of Jury Trial            |   |
|                                              |   |
| SECTION 18.  Scope of Agreement; Termination |   |
|                                              |   |
| SECTION 19.  Survival                        |   |

 

i

----

 

This **THIRD AMENDED AND RESTATEDIMS HEALTH GUARANTY** (the “***Agreement***”)is given by IMS HEALTH INCORPORATED, a Delaware corporation (***“IMS Health”***), as of the 17th day ofMarch, 2005, for and in favor of Utrecht-America Finance Co., a Delawarecorporation (***“Utrecht”***), and Edam, L.L.C.,a Delaware limited liability company (**“*Edam,”***and together with Utrecht, the ***“Investors”***),as Class A Members, and each of those other persons who become Class AMembers of IMS Health Licensing Associates, L.L.C., a Delaware limited liabilitycompany (the ***“IMS Health LLC”***).

 

**INTRODUCTION**

 

IMS Health, IMS AG, the Investors and CoordinatedManagement Systems, Inc. (**“*CMS”***)were partners in IMS Health Licensing Associates, L.P., a Delaware limitedpartnership (the “***IMS Health Partnership***”),pursuant to the Eighth Amended and Restated Agreement of Limited Partnership ofIMS Health Licensing Associates, L.P., effective as of July 1, 2003 (the “***Partnership Agreement***”), until 9:05 A.M.,New York time on the date hereof, whereupon the IMS Health Partnership wasconverted (the “***Conversion***”**)** to a Delaware limited liability company.

 

IMS Health, IMS AG, the Investors and CMS are currentlymembers of the IMS Health LLC pursuant to the Agreement of Limited LiabilityCompany of IMS Health Licensing Associates, L.L.C. effective as of the datehereof (the “***Operating Agreement***”). Eachof IMS AG and CMS is a Wholly Owned Affiliate of IMS Health.

 

As a material inducement to the Investors to consentto the Conversion and enter into the Operating Agreement, IMS Health has agreedto enter into this Agreement for and in favor of the Investors, pursuant towhich IMS Health guarantees certain obligations of the IMS AG and CMS andhas agreed to other covenants and representations and warranties as set forthherein. This Agreement completely amends, restates and supersedes that certain SecondAmended and Restated IMS Health Guaranty in favor of the Investors made by IMSHealth and effective as of July 1, 2003.

 

NOW, THEREFORE, in consideration of the premises, IMSHealth hereby agrees, for the benefit and in favor of the Investors and theirsuccessors and assigns (collectively referred to herein, together with theirrespective officers, directors, employees, agents and Affiliates, as the “***Indemnitee***”), as follows:

 

# ***SECTION 1. Definitions.***

 

Capitalized terms used in this Agreement which aredefined in the Operating Agreement and not otherwise defined herein shall havethe respective meanings set forth in the Operating Agreement. All othercapitalized terms used in this Agreement shall have the respective meanings setforth below:

 

“***1934 Act***”means the U.S. Securities and Exchange Act of 1934, as amended.

 

----

 

***“1993 Contribution Agreement”***means that certain Contribution Agreement dated as of July 6, 1993pursuant to which CMS contributed the intangible assets specified therein to theIMS Health Partnership.

 

***“1997 Contribution Agreement”***means that certain Contribution Agreement dated as of January 1, 1997pursuant to which CMS contributed the intangible assets specified therein tothe IMS Health Partnership.

 

***“1998 Contribution Agreement”***means that certain Contribution Agreement dated as of April 29, 1998pursuant to which CMS contributed the intangible assets specified therein tothe IMS Health Partnership.

 

***“2000 Contribution Agreement”***means that certain Contribution Agreement entered into on July 31, 2000and effective as of July 1, 2000 pursuant to which CMS contributed thesoftware and database assets specified therein to the IMS Health Partnership.

 

***“2003 Contribution Agreement”***means that certain Contribution Agreement dated as of July 1, 2003pursuant to which CMS contributed the software and database assets specifiedtherein to the IMS Health Partnership.

 

***“***Affiliate***”*** means,with respect to any Person, (i) any Person directly or indirectlycontrolling, controlled by or under common control with such Person, (ii) anyofficer, director or general partner of such Person, or (iii) any Personwho is an officer, director, general partner or trustee of any Person describedin clauses (i) or (ii) of this sentence. For purposes of thisdefinition, the term ***“control,”***(including, with correlative 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. ***“***Wholly OwnedAffiliate***”***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, nominees andsimilar persons pursuant to statutory or regulatory requirements shall not betaken into account.

 

***“Class A Member”***means any Person who (i) is referred to as such in the introductorystatement of this Agreement or who has become a substituted Class A Memberpursuant to the terms of the Operating Agreement, and (ii) has not ceasedto be a Class A Member.

 

2

----

 

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

 

“***Consolidated Subsidiary***”means, as to any Person, each Subsidiary of such Person (whether now existingor hereafter created or acquired) the financial statements of which shall be(or should have been) consolidated with the financial statement of such Personin accordance with GAAP.

 

“***Control***”means beneficial ownership of, or control or power to vote, outstandingsecurities of IMS Health representing more than 25% of the aggregate ordinaryvoting power represented by the issued and outstanding securities of IMSHealth.

 

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

 

“***Debt***” hasthe meaning set forth in Section 8(d)(i) hereof.

 

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

 

“***ERISA***”means the Employee Retirement Income Security Act of 1974, as amended from timeto time, and the regulations promulgated and the rulings issued thereunder.

 

“***ERISA Affiliate***”means any corporation or trade or business which is a member of the samecontrolled group of corporations (within the meaning of Section 414(c) ofthe Code) as IMS Health or is under common control (within the meaning of Section 414(c) ofthe Code) with IMS Health.

 

“***GAAP***” meansgenerally accepted accounting principles in the United States.

 

“***Governmental Authority***”means (i) any governmental or political subdivision thereof whetherforeign or domestic, federal, state, county, municipal or regional or any othergovernmental authority, (ii) any agency or instrumentality of any suchgovernment, policy subdivision or other governmental entity, (iii) anycourt, arbitral tribunal or arbitrator and (iv) any non-governmentalregulating body, to the extent that the rules, regulations or orders of suchbody have the force of law.

 

“***Guaranty***”has the meaning set forth in Section 2(a) hereof.

 

***“***IMS AG***”*** means IMS AG,a Swiss corporation (and successor in interest to IMS Pharminform Holding AG),or any successor in interest.

 

***“***IMS Health***”*** means IMSHealth Incorporated (f/k/a Cognizant Corporation), a Delaware corporation, orany successor in interest.

 

“***IMS Health Event***”has the meaning set forth in Section 9 hereof.

 

“***IMS Health LLC***”means IMS Health Licensing Associates, L.L.C., a Delaware limited liabilitycompany, and any successor in interest.

 

3

----

 

“***IMS Health Partnership***”has the meaning set forth in the Introduction to this Agreement.

 

“***Indebtedness***”means, as to any Person, at a particular time without duplication, (i) allindebtedness of such Person for borrowed money or on account of advances madeto such Person or for the deferred purchase price of property (excludingaccounts payable to trade creditors for goods and services which are incurredin the ordinary course of business and on customary trade terms), in respect ofwhich such Person is liable or evidenced by any bond, debenture, note or otherinstrument; (ii) indebtedness arising under acceptance facilities and theface amount of all letters of credit issued for the account of such Person and,without duplication, all drafts drawn thereunder; (iii) all liabilitiessecured by any lien on any property owned by such Person even though it has notassumed or otherwise become liable for the payment thereof; (iv) obligationsunder leases which have been, or under GAAP are required to be, capitalized;and (v) all indebtedness of others with respect to which such Person hasprovided a guarantee or otherwise has agreed to become directly or indirectlyliable.

 

“***Indemnitee***”has the meaning set forth in the Introduction to this Agreement.

 

“***Investment Documents***”means this Agreement, the Operating Agreement, the 1993 Contribution Agreement,the 1997 Contribution Agreement, the 1998 Contribution Agreement, the 2000Contribution Agreement, the 2003 Contribution Agreement and the PartnershipAgreement.

 

***“***Investors***”*** meansUtrecht and Edam collectively.

 

“***Legal Restriction***”means any federal, state, local or foreign statute, law (including common law),regulation, ordinance, code, rule, judgment, order, writ, injunction, decree,Permit, concession, grant, franchise, license, agreement or other governmentalrestriction, or any applicable interpretation, guideline or other policydocument issued by a Governmental Authority or its staff, to the extent thatsuch interpretation, guideline or policy has the force of law or wouldcustomarily be complied with in the ordinary course of conduct of business by aPerson subject to such interpretation, guideline or policy.

 

“***Lien***” meansany mortgage, pledge, hypothecation, assignment, deposit arrangement,encumbrance, lien (statutory or other), or preference, priority or othersecurity agreement or preferential arrangement of any kind or nature whatsoever(including, without limitation, any conditional sale or other title retentionagreement, any financial lease having substantially the same economic effect asany of the foregoing, and the filing of any financing statement under theUniform Commercial Code or comparable law of any jurisdiction in respect of anyof the foregoing).

 

“***Margin Stock***”has the meaning given to such term in Regulation U of the Federal ReserveBoard, 12 C.F.R. § 221 *et**seq*.

 

“***Material Subsidiary***”means, at any time, any Subsidiary of IMS Health other than the IMS Health LLCthat (i) is any of the IMS AG or CMS (ii) has total assets (as

 

4

----

 

shown on the most recentbalance sheet of such Subsidiary prepared in accordance with GAAP) of U.S.$150,000,000 or more.

 

“***Multiemployer Plan***”means a multiemployer plan defined as such in Section 3(37) of ERISA towhich contributions have been made by IMS Health or any ERISA Affiliate andwhich is covered by Title IV of ERISA.

 

“***Operating Agreement***”has the meaning set forth in the Introduction to this Agreement.

 

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

 

“***Performance Obligations***”has the meaning set forth in Section 2(a) hereof.

 

“***Permit***”means any application, action, approval, consent, waiver, exemption, variance,franchise, order, permit, certificate, authorization, right or license of orfrom any Person.

 

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

 

“***Plan***” meansany “employee pension benefit plan”, as defined in Section 3(2) ofERISA, and any “employee welfare benefit plan”, as defined in Section 3(1) ofERISA.

 

***“***Restricted Margin Stock***”*** meansMargin Stock owned by IMS Health or any Subsidiary which represents not morethan 331/3% of the aggregate value (determined in accordance withRegulation U), on a consolidated basis, of the property and assets of theCompany and its Subsidiaries (other than any Margin Stock) that is subject tothe provisions of Section 8(d) hereof.

 

“***Subsidiary***”means, as to any Person (i) any corporation of which at least a majorityof the outstanding shares of stock whose class or classes have by the termsthereof ordinary voting power to elect a majority of the board of directors ofsuch corporation (irrespective of whether or not at the time stock of any otherclass or class of such corporation shall have or might have voting power byreason of the happening of any contingency) is at the time directly orindirectly owned or controlled by such Person or one or more Subsidiaries ofsuch Person and (ii) any partnership or other entity in which such Personor one or more Subsidiaries of such Person shall have an ownership orcontrolling interest (whether in the form of voting or participation in profitsor capital contribution) of more than fifty percent (50%). “***Wholly Owned Subsidiary***” of anyPerson means any Subsidiary of which all of such shares or ownership interests,other than (in the case of a corporation) directors’ qualifying shares, are soowned or controlled.

 

***“***Unrestricted Margin Stock***”*** means anyMargin Stock owned by IMS Health or any Subsidiary which is not RestrictedMargin Stock.

 

5

----

 

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

 

# ***SECTION 2. Obligations.***

 

## (a)                                  ***Performance Guaranty***. IMS Health hereby absolutely, unconditionallyand irrevocably guarantees to each Indemnitee the due and punctual performanceby IMS AG and CMS of the terms, conditions, undertakings, covenants,obligations and indemnities to be performed or observed by them under the OperatingAgreement and each other Investment Document to which any of them is a party,as applicable, and under applicable law (such obligations of performance arehereinafter referred to as the “***Performance Obligations***;”such guaranty of the Performance Obligations is hereinafter referred to as the ***“Guaranty”***).

##  

## (b)                                 ***General Indemnification***.

##  

### (i)                                     IMS Health hereby agrees, absolutely,unconditionally and irrevocably, to indemnify and hold harmless, to the maximumextent permitted by law, each Indemnitee from all liability, loss or damage(including without limitation any special, indirect, direct, or consequentialdamages) and reasonable out-of-pocket costs and expenses any of them may incuror suffer (including without limitation reasonable attorneys’ fees andexpenses) as a result of any misstatement of any material fact contained in anyrepresentation or warranty made by IMS Health, IMS AG or CMS in, or anybreach or default by any of them in the due and punctual performance of anycovenant, obligation or indemnity under, any Investment Document to which anyof them are parties.

###  

### (ii)                                  Without limiting the generality of the foregoing,IMS Health agrees to pay each Class A Member delay damages for(x) the failure by the Liquidator to pay the full amount of such Class AMember’s Capital Account within the time period required by Section 12.02of the Operating Agreement, (y) the failure by any IMS Health Member orits designee to pay the Purchase Price to any Class A Member within thetime period required in Section 14.03 of the Operating Agreement, or(z) the failure of the IMS Health LLC to distribute and pay to such Class AMember on the applicable Retirement Date the amounts required to be sodistributed and paid pursuant to Section 10.08(b) of the OperatingAgreement. Delay damages for any such Class A Member shall be in anamount, accrued and payable daily without demand, calculated as the excess, ifany, of (A) an amount equal to interest at 2.5% per annum in excess of theLondon Inter Bank Offered Rate at approximately 11:00 a.m. London time onsuch day for three-month Eurodollar deposits offered by prime banks in theEurodollar market on the amount not distributed or paid over (B) anyamount of Priority Return (whether distributed or paid as part of the PurchasePrice) paid to such Class A Member.

###  

# ***SECTION 3. ObligationAbsolute***.

 

To the maximum extent permitted by law, the obligationof IMS Health under the Guaranty shall be absolute and unconditional irrespectiveof:

 

## (a)                                  Any lack of validity or enforceability of any ofthe Performance Obligations or any provision of applicable law or regulationpurporting to prohibit the Performance Obligations; or

 

6

----

 

## (b)                                 Any change in the time, manner or place ofperformance, or in any other term, of all or any of the PerformanceObligations, or any other amendment or waiver of or any consent to departurefrom the Investment Documents, including, without limitation, any increase inor modification of the Performance Obligations or the dissolution of the IMSHealth LLC; or

##  

## (c)                                  Any change, restructuring or termination of thecorporate structure, existence or ownership of the IMS Health LLC, IMS AGor CMS; or

##  

## (d)                                 Any other circumstance, including withoutlimitation any statute of limitation, which might otherwise constitute adefense (other than a defense of payment or performance) available to, or adischarge of, IMS AG, CMS or IMS Health or a guarantor or indemnitorgenerally; or

##  

## (e)                                  Any act or omission of any Indemnitee or any pastor future Indemnitee; or

##  

## (f)                                    The existence of any claims, setoff or other rightthat IMS Health may have hereunder or under any other document at any timeagainst any Indemnitee, the IMS Health LLC, IMS AG, CMS or any otherPerson (but the foregoing shall not constitute a waiver or surrender of anysuch rights).

##  

Without limiting the generality of the foregoing, IMSHealth’s liability hereunder shall extend to all liability, loss or damage andreasonable out-of-pocket costs and expenses incurred or suffered by anIndemnitee arising from any breach of or failure to perform any PerformanceObligations for which IMS AG or CMS would have been obligated under theInvestment Documents but for the fact that such Performance Obligation isunenforceable or not allowable due to the existence of a bankruptcy,reorganization or similar proceeding involving IMS AG or CMS, as the casemay be. The obligations of IMS Health under this Agreement are independent ofthe Performance Obligations and a separate action or actions may be brought andprosecuted against IMS Health to enforce this Agreement, irrespective ofwhether any action is brought against IMS AG or CMS or whether IMS AGor CMS is joined in any such action or actions. Such action or actions may bebrought by the Indemnitee without the necessity of joining any prior Indemniteein such action or actions. IMS Health’s obligations under this Agreement shallcontinue to be effective or be reinstated, as the case may be, if at any timeany payment by IMS Health, IMS AG or CMS in satisfaction of any of theirrespective Performance Obligations is rescinded or must otherwise be returnedupon the insolvency, bankruptcy or reorganization of any of IMS Health, the IMSHealth LLC, IMS AG or CMS or otherwise, all as though such payment had notbeen made.

 

# ***SECTION 4. Waiver***.

 

IMS Health hereby waives promptness, presentment,demand, protest, diligence, and any other notice with respect to any of thePerformance Obligations and IMS Health’s obligations under this Agreement andany requirement that the Indemnitee exhaust any right or take any actionagainst the IMS Health LLC, IMS AG or CMS or any other person or entity.

 

7

----

 

# ***SECTION 5. Subrogation***.

 

## (a)                                  IMS Health understands that the exercise by anyIndemnitee of certain rights and remedies contained in the Investment Documentsmay affect or eliminate IMS Health’s right of subrogation against IMS AG orCMS and that IMS Health may therefore incur a partially or totallynonreimbursable liability hereunder; nevertheless, IMS Health hereby authorizesand empowers each Indemnitee to exercise any right or remedies, or anycombination thereof, which may then be available even if the effect of suchexercise is to affect or eliminate IMS Health’s right of subrogation asaforesaid, since it is the intent and purpose of IMS Health that theobligations of IMS Health hereunder shall be absolute, independent andunconditional under any and all circumstances.

 

## (b)                                 IMS Health shall not exercise any rights which itmay acquire by way of subrogation under this Agreement, by any payment madehereunder or otherwise, until all the Performance Obligations shall have beenindefeasibly paid in full in cash or performed in full. If any amount shall bepaid to IMS Health on account of such subrogation rights at any time when allthe Performance Obligations shall not have been paid in full in cash, suchamount shall be held in trust for the benefit of the Indemnitee and shallforthwith be paid to the Indemnitee to be credited and applied to thePerformance Obligations, whether matured or unmatured, in accordance with theterms of the Investment Documents. If (i) IMS Health shall make payment tothe Indemnitee of all or any part of the Performance Obligations and (ii) allthe Performance Obligations shall be paid in full in cash, the Indemniteeshall, at IMS Health’s request and expense, execute and deliver to IMS Healthappropriate documents, without recourse and without representation or warranty,necessary to evidence the transfer by subrogation to IMS Health of an interestin the Performance Obligations resulting from such payment by IMS Health.

##  

# ***SECTION 6. Costs ofEnforcement***.

 

IMS Health hereby agrees to pay any and all reasonableout-of-pocket costs and expenses (including attorneys’ fees and expenses)incurred by any Indemnitee in maintaining and enforcing any rights under thisAgreement.

 

# ***SECTION 7.Representations and Warranties.***

 

IMS Health hereby represents and warrants as follows:

 

## (a)                                  ***Existence and Power***.  Each ofIMS Health and its Material Subsidiaries (i) is a corporation dulyorganized and validly existing under the laws of the jurisdiction of itsincorporation (or, in the case of a Subsidiary that is not a corporation, is apartnership or other entity duly organized and validly existing under the lawsof its jurisdiction of organization); (ii) has all corporate orpartnership power (as applicable), and has all material Permits, necessary toown its assets and carry on its business as now being or as proposed to beconducted; and (iii) is qualified to do business as a foreign corporationin all jurisdictions in which the nature of the business conducted by it makessuch qualification necessary and where failure to so qualify would have amaterial adverse effect on the consolidated financial condition, operations,business, or prospects of IMS Health and its Consolidated Subsidiaries, takenas a whole.

 

8

----

 

## (b)                                 ***Authority; Validity***.  IMSHealth has all necessary corporate power and authority to execute, deliver andperform its obligations under this Agreement; the execution, delivery andperformance by IMS Health of this Agreement has been duly authorized by allnecessary corporate action on its part; and this Agreement has been duly andvalidly executed and delivered by IMS Health and constitutes the legal, validand binding obligation of IMS Health, enforceable in accordance with its terms.

##  

## (c)                                  ***Conflicts; Consents***.  None ofthe execution and delivery by IMS Health of this Agreement, the consummation byIMS Health of the transactions contemplated herein and compliance by IMS Healthwith the terms and provisions hereof will conflict with or result in a breachof, or require any consent under, the charter or by-laws of IMS Health, or anyapplicable Legal Restriction, or any order, writ, injunction or decree of anyGovernmental Authority, or any agreement or instrument to which IMS Health is aparty or by which it is bound or to which it is subject, or constitute adefault under any such agreement or instrument, except any conflict, breach, ordefault that would not have a material adverse effect on IMS Health or anyconsent that, if not obtained, would not have a material adverse effect on IMSHealth.

##  

## (d)                                 ***Approvals***.  Nowaiver, consent or approval by, notification of or filing with, or any otheraction by, any Person is required in connection with the execution, deliveryand performance by IMS Health of this Agreement or the consummation by IMSHealth of the transactions contemplated hereby.

##  

## (e)                                  ***Pension Plans***.  IMSHealth and its ERISA Affiliates have fulfilled their respective obligationsunder the minimum funding standards of ERISA and the Code with respect to eachPlan and are in compliance in all material respects with the presentlyapplicable provisions of ERISA and the Code, and have not incurred anyliability to the Pension Benefit Guaranty Corporation or any Plan orMultiemployer Plan (other than to make contributions in the ordinary course ofbusiness).

##  

## (f)                                    ***Litigation***.  Except asstated in IMS Health’s Annual Report on Form 10-K for the year ended December 31,2004, there is no action, suit or proceeding pending against, or to the bestknowledge of IMS Health, threatened against or affecting, IMS Health or any ofits assets, before or by any Governmental Authority in which there is areasonable possibility of an adverse decision which would (i) materiallyadversely affect the business, financial position, results of operations orprospects of IMS Health, or (ii) affect the legality, validity orenforceability of this Agreement or any other Investment Document or thetransactions contemplated hereby or thereby.

##  

## (g)                                 ***Investment Company Act***.  NeitherIMS Health nor any of its Subsidiaries is an “investment company”, or a company“controlled” by an “investment company”, within the meaning of the InvestmentCompany Act of 1940, as amended.

##  

## (h)                                 ***Public Utility Holding CompanyAct***.  Neither IMS Health nor any of its Subsidiariesis a “holding company”, or an “affiliate” of a “holding company” or a “subsidiarycompany” of a “holding company”, within the meaning of the Public UtilityHolding Company Act of 1935, as amended.

 

9

----

 

## (i)                                     ***Obligations Pari Passu***.  The obligations of IMS Health under thisAgreement do rank and will rank at least *pari passu* inpriority of payment with all other unsecured indebtedness of IMS Health whichis not subject to any subordination provisions.

##  

## (j)                                     ***Solvency***.  IMS Health was solvent immediately priorto the execution of this Agreement and will not, as a result of thetransactions contemplated hereby, be rendered insolvent.

##  

# ***SECTION 8. Covenants***.

 

IMS Health covenants and agrees that, until the paymentby it in full of all amounts payable by it hereunder, it will, unless theIndemnitee shall otherwise consent in writing:

 

#### (a)                                  ***Financial Statements***.  IMS Health shall deliver to each Class AMember:

####  

##### (i)                                     As soon as available and in any event within fifty(50) days after the end of each quarterly fiscal period (other than the finalquarterly period) of each fiscal year of IMS Health,  consolidated statements of income and cashflows of IMS Health and its Consolidated Subsidiaries for such period and forthe period from the beginning of the respective fiscal year to the end of suchperiod, and the related consolidated statement of financial position as at theend of such period, setting forth in each case in comparative form thecorresponding consolidated financial statements for the corresponding period inthe preceding fiscal year;

#####  

##### (ii)                                  As soon as available and in any event withinninety-five (95) days after the end of each fiscal year of IMS Health,consolidated statements of income, cash flows and stockholders’ equity of IMSHealth and its Consolidated Subsidiaries of such year and the relatedconsolidated statement of financial position as at the end of such year,setting forth in each case in comparative form the corresponding consolidatedfinancial statements for the preceding fiscal year, and accompanied by anunqualified opinion thereon of PricewaterhouseCoopers LLP or any otherindependent certified public accountants of recognized national standing, whichopinion shall state that said consolidated financial statements fairly presentin all material respects the consolidated financial condition and results ofoperations of IMS Health and its Consolidated Subsidiaries as at the end of,and for, such fiscal year;

#####  

##### (iii)                               Promptly upon their becoming available, copies ofall registration statements and regular periodic reports (other thanregistration statements filed on Form S-8 and pricing supplements), ifany, which IMS Health shall have filed with the U.S. Securities and ExchangeCommission (or any Governmental Authority substituted therefor) or any nationalsecurities exchange; and

#####  

##### (iv)                              Promptly upon the mailing thereof to theshareholders of IMS Health generally, copies of all reports and proxystatements so mailed.

 

10

----

 

IMSHealth will be deemed to have complied with the requirements of Section 8(a)(i) hereofif within 50 days after the end of each quarter (other than the final quarter)of each of its fiscal years, a copy of IMS Health’s Form 10-Q as filedwith the Securities and Exchange Commission with respect to such quarter isfurnished to each Class A Member, and IMS Health will be deemed to havecomplied with the requirements of Section 8(a)(ii) hereof if within95 days after the end of each of its fiscal years, a copy of IMS Health’sAnnual Report and Form 10-K as filed with the Securities and ExchangeCommission with respect to such year is furnished to each Class A Member.

 

#### (b)                                             ***Corporate Existence, Etc***.  IMS Health will, and will cause each of itsMaterial Subsidiaries to: (i) preserve and maintain its legal existenceand maintain its good standing in the jurisdiction of its incorporation ororganization and in each other jurisdiction in which the failure to do so couldreasonably be expected to have a material adverse effect on the financialcondition of IMS Health and its Material Subsidiaries, taken as a whole (*provided* that nothing in this Section 8(b) shallprohibit any transaction expressly permitted under Section 8(d) hereof);(ii) comply in all material respects with the requirements of allapplicable Legal Restrictions other than those the non-compliance with whichwould not have a material adverse effect on the business, property, condition(financial or otherwise) of IMS Health and its Material Subsidiaries, taken asa whole; and (iii) pay and discharge all taxes imposed on it or on itsincome or profits or on any of its property prior to the date on whichpenalties attach thereto, except for any such tax the payment of which is beingcontested in good faith and by proper proceedings or against which adequatereserves are being maintained.

####  

#### (c)                                  ***Mergers***.  IMS Health shall not consolidate with ormerge into any other Person or convey, transfer or lease its properties andassets substantially as an entirety to any Person, unless the Person formed bysuch consolidation or into which IMS Health is merged or the Person whichacquires by conveyance or transfer, or which leases the properties and assetsof IMS Health substantially as an entirety expressly assumes in writing the dueand punctual payment of all obligations and the performance of every obligationof IMS Health to be paid or performed hereunder.

####  

#### (d)                                 ***Liens, Etc***.  IMS Health will not, nor will it permit anySubsidiary to, create, incur, assume or permit to exist any Lien upon any ofits assets, whether now owned or hereafter acquired, except:

####  

##### (i)                                     Liens existing on the date hereof, which arereflected in the balance sheet referred to in Section 8(a)(i) hereofor the footnotes thereto; and renewals, extensions and continuations thereof, *provided* that such renewals, extensions and continuationsshall not (A) increase the amount of Indebtedness secured thereby, or (B) extendthe coverage thereof beyond the original coverage of such Lien;

#####  

##### (ii)                                  Liens for taxes, assessments or other governmentalcharges not yet delinquent or being contested in good faith and by appropriateproceedings; Liens in connection with workers’ compensation, unemploymentinsurance or other social security obligations; Liens securing the performanceof bids, tenders,

 

11

----

 

##### contracts, surety and appeal bonds; Liens to secure progress or partialpayments and other Liens of like nature arising in the ordinary course ofbusiness; mechanics’, workmen’s, materialmen’s or other like Liens arising inthe ordinary course of business in respect of obligations which are not yet dueor which are being contested in good faith; and other Liens arising in theordinary course of business and incidental to the conduct of the business ofIMS Health or such Subsidiary or to the ownership of its properties or assets,which were not incurred in connection with the borrowing of money and which donot materially detract from the value of its properties or assets or materiallyaffect the use thereof in the operation of its business;

#####  

##### (iii)                               Liens in respect of judgments and awards to theextent that such judgments or awards are being contested in good faith andadequate insurance or appropriate reserves are maintained with respect theretoon the books of IMS Health to the extent required by GAAP and so long asexecution is not levied thereunder;

#####  

##### (iv)                              Liens on property acquired after the date hereofwhich Liens existed when such property was acquired, and extensions andrenewals of such Liens; *provided*thatno such extension or renewal shall increase the aggregate amount ofIndebtedness secured thereby, nor add to the property subject to such Lien;

#####  

##### (v)                                 any Lien on any asset securing Indebtedness incurredor assumed for the purpose of financing all or any part of the cost ofacquiring or improving such asset; *provided* thatsuch Lien attaches to such asset concurrently with or within 120 days after theacquisition or completion of the improvement thereof;

#####  

##### (vi)                              other Liens incurred by IMS Health in the ordinarycourse of its business, *provided* thatthe aggregate amount of Indebtedness secured by all Liens permitted by thisclause (vi) shall not exceed $20,000,000 in the aggregate;

#####  

##### (vii)                           zoning restrictions, easements, licenses,reservations, provisions, covenants, conditions, waivers, restrictions on theuse of property or minor irregularities of title which do not in the aggregatematerially detract from the value of its property or assets or materially impairthe use thereof in the operations, business or prospects of IMS Health or itsSubsidiaries;

#####  

##### (viii)                        Liens on the property or assets of any Subsidiaryin favor of IMS Health or any wholly owned Subsidiary; and

#####  

##### (ix)                                Liens on Unrestricted Margin Stock.

#####  

# ***SECTION 9. IMS Health Events***.

 

For purposes of this Agreement, an “***IMS Health Event***” shall occur:

 

12

----

 

#### (a)                                  Upona material breach of any material representation or warranty contained herein;

####  

#### (b)                                 Ifand when IMS Health or any of its Subsidiaries shall (i) fail to make anypayment of principal of or interest on any Indebtedness of IMS Health or anySubsidiary when due (whether at stated maturity, by acceleration, on demand orotherwise after giving effect to any applicable grace period), (ii) failto observe or perform any covenant or agreement contained in any agreement orinstrument (existing on the date hereof or entered into hereafter, in eachcase, without giving effect to any amendment, supplement or other modificationthereto after the date hereof, unless each Class A Member has consented inwriting to any such amendment, supplement or other modification) relating toany Indebtedness of, or guaranteed by, IMS Health or any Subsidiary within anyapplicable grace period, or any other event (other than a voluntary sale ortransfer of property or assets securing any Indebtedness) shall occur if theeffect of such failure or other event is to cause, or to permit the holder orholders of such Indebtedness (or a trustee or agent on behalf of such holder orholders) to cause (determined without regard to whether any notice isrequired), any such Indebtedness to become due prior to its stated maturity or (iii) haveany Indebtedness of IMS Health or any of its Subsidiaries declared to be dueand payable, or required to be prepaid other than by a regularly scheduledrequired prepayment, prior to the stated maturity thereof; *provided*that it shall not constitute a IMS Health Event pursuant hereto unless theaggregate amount of all Indebtedness referred to in each of clause (i), (ii) or(iii) above exceeds $50,000,000 at any one time; or

####  

#### (c)                                  Ifand when (i) any person or group (as such term is defined in Section 13(d) ofthe 1934 Act and the rules and regulations promulgated thereunder, all asin effect on the date hereof) shall attain or acquire Control of IMS Health or (ii) atany time or during any calendar year, more than 50% of the full Board ofDirectors of IMS Health shall have resigned or retired or been removed orreplaced; *provided*that a vacancy on the Board ofDirectors that is created or filled as a result of the death, disability,resignation or retirement of a director shall not be included in anydetermination of whether a IMS Health Event has occurred pursuant to thissubparagraph (c) to the extent that, if such vacancy is filled, it isfilled by a successor director elected or designated by a majority of thosedirectors who either (A) were directors at the commencement of such yearor (B) were appointed by persons who were themselves directors at thecommencement of such year.

####  

# ***SECTION 10. Amendments, Etc***

 

No amendment or waiver of any provision of thisAgreement, and no consent to any departure by IMS Health herefrom, shall in anyevent be effective unless the same shall be in writing and signed by each Class AMember and then such waiver or consent shall be effective only against the Class AMember signing the same and only in the specific instance and for the specificpurpose for which given.

 

13

----

 

# ***SECTION 11.Addresses for Notices.***

 

All notices and other communications provided forhereunder shall be in writing (including telecopier, telegraphic, telex orcable communication, and in each such case only if a copy thereof is promptlyprovided by mail) and mailed, telecopied, telegraphed, telexed, cabled ordelivered to it, if to IMS Health, at its address at 1499 Post Road, Fairfield,Connecticut 06824, Attention: General Counsel (Facsimile: (203) 319-4552), andif to any Class A Member, at such Class A Member’s address referredto in the Operating Agreement or otherwise provided to IMS Health, with copiesto such Persons as IMS Health or any Indemnitee may specify by notice to eachother from time to time. All such notices and other communications shall, whenmailed, telecopied, telegraphed, telexed, cabled, or delivered, be effectivewhen received.

 

# ***SECTION 12. No Waiver;Remedies.***

 

No failure on the part of any Indemnitee to exercise,and no delay in exercising, any right hereunder shall operate as a waiverthereof; nor shall any single or partial exercise of any right hereunderpreclude any other or further exercise thereof or the exercise of any otherright. The remedies herein provided are cumulative and not exclusive of anyremedies provided by law.

 

# ***SECTION 13. AccountingTerms.***

 

All accounting terms not specifically defined hereinshall be construed in accordance with GAAP consistently applied, except asotherwise stated herein.

 

# ***SECTION 14. Assignment.***

 

This Agreement shall (i) be binding upon IMSHealth and its successors, and (ii) inure to the sole and exclusivebenefit of, and be enforceable by, each Indemnitee (each of whom or which shallbe deemed a third party beneficiary of this Agreement) and each Indemnitee’ssuccessors, transferees and assigns. No other Person shall be entitled to anybenefit hereunder.

 

# ***SECTION 15. Severability.***

 

If any one or more provisions contained in thisAgreement shall, for any reason, be held invalid, illegal or unenforceable inany respect, such invalidity, illegality or unenforceability shall not affectany other provisions of this Agreement, but this Agreement shall be construedas if such invalid, illegal or unenforceable provision had never been containedherein.

 

# ***SECTION 16. Governing Law.***

 

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTSOF LAW PRINCIPLES.

 

# ***SECTION 17. Waiver of JuryTrial.***

 

IMS Health irrevocably waives to the extent permittedby law all rights to trial by jury in any action, proceeding or counterclaimarising out of or relating to this Agreement.

 

14

----

 

# ***SECTION 18.Scope of Agreement; Termination.***

 

This Agreement constitutes the entire agreement of IMSHealth and supersedes all prior written and oral agreements and understandingswith respect to the subject matter hereof between and among IMS Health and anyIndemnitee. IMS Health’s obligations hereunder shall continue in full force andeffect until the earlier to occur of:

 

### (i)                                     The date on which all of the PerformanceObligations have been performed in full; or

 

### (ii)                                  The date on which the Certificate of Cancellationof the Certificate of Formation of IMS Health LLC is filed with the Secretaryof State of the State of Delaware;

 

*provided, however,*that thisAgreement shall continue in full force and effect for all PerformanceObligations accrued with respect to the period up to and including the date oftermination of this Agreement.

 

# ***SECTION 19. Survival.***

# *** ***

Without prejudice to the survival of any otheragreement of IMS Health hereunder, the agreements and obligations of IMS Healthcontained in this Agreement shall survive (a) the completion ofperformance by IMS AG and CMS of their respective Performance Obligations,(b) Transfer (whether or not such Transfer was a Permitted Transfer)by IMS AG and CMS of all or any portion of their respective Interestsin the IMS Health LLC, (c) any termination of IMS AG’s or CMS’ statusas a member pursuant to the Operating Agreement, and (d) any Indemnitee’sterminating or changing its status in relation to the IMS Health LLC.

 

*[Signaturesfollow on the next page]*

 

15

----

 

IN WITNESS WHEREOF, the parties have entered into thisAgreement as of 9:05 A.M. on the date first above written.

 

 
|                                 | **IMS HEALTH INCORPORATED**             |
|--------------------------------------|-----------------------------------------|
|                                 |                                    |
|                                 |                                    |
|                                 | By                                      | /s/ Robert H. Steinfeld |   |
|                                 |                                    | Name: | Robert H. Steinfeld |
|                                 |                                    | Title: | Senior Vice President,  General Counsel  & Corporate Secretary |
|                                 |                                    |
| Acknowledged and Agreed              |                                    |
| as of the date first  above written: |                                    |
|                                 |                                    |
| **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 |   |
|                                 |                                    |   |
| **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       |   |
|                                      |                                         |  |  |  |  |  |

 

**THIS ISTHE SIGNATURE PAGE TO THE THIRD AMENDED AND RESTATED GUARANTY (2005) MADEBY IMS HEALTH INCORPORATED**

 

----