TAX ALLOCATION AGREEMENT This TAX ALLOCATION AGREEMENT is dated as of June 30, 1998, between COGNIZANT CORPORATION, a Delaware corporation (the "Corporation") and IMS HEALTH INCORPORATED, a Delaware corporation ("IMS HEALTH") (collectively, the...Tax Allocation Agreement • August 13th, 1998 • Nielsen Media Research Inc • Services-computer processing & data preparation • New York
IMS Health Incorporated 200 Nyala FarmsIms Health • August 13th, 1998 • Nielsen Media Research Inc • Services-computer processing & data preparation
Reference is made to the Distribution Agreement (the "1996 Distribution Agreement"), dated as of October 28, 1996, among Cognizant Corporation ("Cognizant"), The Dun & Bradstreet Corporation ("D&B") and ACNielsen Corporation ("ACNielsen"). Cognizant has announced its intention to separate into two separate companies through a distribution (the "IMS HEALTH Distribution") to its stockholders of all of the shares of common stock of its subsidiary IMS Health Incorporated ("IMS HEALTH"). In Section 8.9(c) of the 1996 Distribution Agreement, Cognizant agreed not to make a distribution such as the IMS HEALTH Distribution unless it caused the distributed entity to undertake to both D&B and ACNielsen to be jointly and severally liable for all Cognizant Liabilities (as defined in the 1996 Distribution Agreement). Therefore, in accordance with Section 8.9(c) of the 1996 Distribution Agreement and intending to be legally bound hereby, from and after the effective time of the IMS HEALTH Distributio
