June ___, 1998 Nancy Henry, Esq. The Dun & Bradstreet Corporation One Diamond Hill Road Murray Hill, NJ 07974 Earl Doppelt, Esq. ACNielsen Corporation 177 Broad Street Stamford, CT 06901 Dear Ms. Henry and Mr. Doppelt: Reference is made to the...Distribution Agreement • June 12th, 1998 • Ims Health 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
andRights Agreement • June 12th, 1998 • Ims Health Inc • Services-computer processing & data preparation • Delaware
betweenDistribution Agreement • June 12th, 1998 • Ims Health Inc • Services-computer processing & data preparation • New York
AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT -----------------------------Transition Services Agreement • June 12th, 1998 • Ims Health Inc • Services-computer processing & data preparation • New York
ARTICLE I DEFINITIONSEmployee Benefits Agreement • June 12th, 1998 • Ims Health Inc • Services-computer processing & data preparation • New York
Exhibit 10.2 TAX ALLOCATION AGREEMENT This TAX ALLOCATION AGREEMENT is dated as of June __, 1998, between COGNIZANT CORPORATION, a Delaware corporation (the "Corporation") and IMS HEALTH INCORPORATED, a Delaware corporation ("IMS HEALTH")...Tax Allocation Agreement • June 12th, 1998 • Ims Health Inc • Services-computer processing & data preparation • New York
