EX-4.1



 Exhibit 4.1 

AMENDMENT TO 

REGISTRATION AND PREEMPTIVE RIGHTS AGREEMENT 

This AMENDMENT TO REGISTRATION AND PREEMPTIVE RIGHTS AGREEMENT (this “Amendment”) is entered into as of April 9, 2014,
by and among IMS Health Holdings, Inc. (formerly Healthcare Technology Holdings, Inc., the “Company”) and certain stockholders of the Company (the “Stockholders”). This Amendment amends that certain Registration and
Preemptive Rights Agreement, dated as of February 26, 2010 (the “Registration Rights Agreement”), by and among the Company and the Stockholders. Capitalized terms used herein but not otherwise defined shall have the meanings
given to such terms in the Registration Rights Agreement. 
 RECITALS 

WHEREAS, the Company and the Stockholders entered into the Registration Rights Agreement on February 26, 2010; and 

WHEREAS, the Company and the Stockholders desire to amend the Registration Rights Agreement as more fully set forth below. 

NOW, THEREFORE, in accordance with Section 6.2 of the Registration Rights Agreement, the parties hereto agree to amend the Registration
Rights Agreement as follows: 
  

	1.	Amendment to the Registration Rights Agreement. Section 3.1.1(a) of Article III of the Registration Rights Agreement is hereby deleted in its entirety and replaced with the following: 


Piggyback Registration. 

(a) General. Each time the Company proposes to register any shares of Common Stock under the Securities Act on a form that would permit
registration of Registrable Securities for sale to the public, for its own account and/or for the account of any other Person for sale in a Public Offering, the Company will give notice to all Holders of its intention to do so. Any Holder may, by
written response delivered to the Company within three (3) Business Days after the date of delivery of such notice, request that all or a specified part of the Holder’s Registrable Securities be included in such registration. The Company
thereupon will use its best efforts, subject to Section 3.2.1, to cause to be included in the registration under the Securities Act all Registrable Securities that the Company has been so requested to register by Holders, to the extent required
to permit the disposition (in accordance with the methods to be used by the Company in such Public Offering) of the Registrable Securities to be so registered; provided, that (i) if, at any time after giving written notice of its
intention to register any securities, the Company determines for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of this








 
determination to each Holder and, thereupon, will be relieved of the obligation to register any Registrable Securities in connection with the previously proposed registration (but not from the
obligation to pay the Registration Expenses in connection therewith), and (ii) if the proposed registration involves an underwritten offering, all Holders requesting to be included in the registration must sell their Registrable Securities to
the underwriters selected by the Company on the same terms and conditions as apply to the Company (with such differences as may be customary or appropriate in combined primary and secondary offerings and, in any event, without providing for
indemnification or contribution obligations in excess of what is required by Section 3.3) or, in the case of a registration initiated by any Investor, such Investor. 

[The remainder of this page is intentionally blank. Signatures follow.] 

  
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 IN WITNESS WHEREOF, authorized representatives of the parties have executed this Amendment
as of the date first written above. 
  

									
	COMPANY:	 		 	IMS HEALTH HOLDINGS, INC.
				
		 		 	By:	 	 /s/ Harvey A. Ashman

		 		 		 	Name:	 	Harvey A. Ashman
		 		 		 	Title:	 	Senior Vice President, General Counsel, External Affairs & Corporate Secretary

 [Signature Page to Amendment to Registration Rights Agreement] 








									
	STOCKHOLDERS:	 		 	Ari Bousbib
				
		 		 	By:	 	 /s/ Ari Bousbib

		 		 	 Name:
	 	 Ari Bousbib

		 		 	 Title:
	 	 Chairman, Chief Executive Officer & President

			
		 		 	Ronald E. Bruehlman
				
		 		 	By:	 	 /s/ Ronald E. Bruehlman

		 		 		 	Name:	 	Ronald E. Bruehlman
		 		 		 	Title:	 	Senior Vice President & Chief Financial Officer
			
		 		 	Harvey A. Ashman
				
		 		 	By:	 	 /s/ Harvey A. Ashman

		 		 		 	Name:	 	Harvey A. Ashman
		 		 		 	Title:	 	Senior Vice President, General Counsel, External Affairs & Corporate Secretary
			
		 		 	Kevin C. Knightly
				
		 		 	By:	 	 /s/ Kevin C. Knightly

		 		 		 	Name:	 	Kevin C. Knightly
		 		 		 	Title:	 	Senior Vice President, Supply Management
			
		 		 	Stefan C. Linn
				
		 		 	By:	 	 /s/ Stefan C. Linn

		 		 		 	Name:	 	Stefan C. Linn
		 		 		 	Title:	 	Senior Vice President, Strategy & Global Pharma Solutions

 [Signature Page to Amendment to Registration Rights Agreement] 








									
		 		 	Satwinder Sian
				
		 		 	By:	 	 /s/ Satwinder Sian

		 		 		 	Name:	 	Satwinder Sian
		 		 		 	Title:	 	Senior Vice President, Global Technology & Operations
			
		 		 	Paul M. Thomson
				
		 		 	By:	 	 /s/ Paul M. Thomson

		 		 		 	Name:	 	Paul M. Thomson
		 		 		 	Title:	 	Senior Vice President, HR & Administration
			
		 		 	José Luis Fernández
				
		 		 	By:	 	 /s/ José Luis Fernández

		 		 		 	Name:	 	José Luis Fernández
		 		 		 	Title:	 	Senior Vice President, Global Services

 [Signature Page to Amendment to Registration Rights Agreement]