Exhibit 99(C) VOTING AGREEMENT VOTING AGREEMENT (the "AGREEMENT"), dated as of May 16, 2000, among the undersigned stockholder (the "STOCKHOLDER") of The TriZetto Group, Inc., a Delaware corporation ("TRIZETTO"), and IMS Health Incorporated, a...Voting Agreement • May 19th, 2000 • Ims Health Inc • Services-computer processing & data preparation • Delaware
Contract Type FiledMay 19th, 2000 Company Industry Jurisdiction
IMS Health Incorporated 200 Nyala Farms Westport, CT 06880Distribution Agreement • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation
Contract Type FiledMarch 1st, 1999 Company IndustryReference 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
EXHIBIT 10.1 DISTRIBUTION AGREEMENT DISTRIBUTION AGREEMENT, dated as of June 17, 1999 (this "Agreement"), between IMS HEALTH INCORPORATED, a Delaware corporation ("IMS HEALTH"), and GARTNER GROUP, INC., a Delaware corporation ("Gartner"). WHEREAS, IMS...Distribution Agreement • August 16th, 1999 • Ims Health Inc • Services-computer processing & data preparation • New York
Contract Type FiledAugust 16th, 1999 Company Industry Jurisdiction
TIER-I CHANGE-IN-CONTROL AGREEMENT FOR CERTAIN EXECUTIVES OF IMS HEALTH INCORPORATEDIms Health Inc • March 1st, 1999 • Services-computer processing & data preparation • New York
Company FiledMarch 1st, 1999 Industry Jurisdiction
EXHIBIT 10.46 [IMS HEALTH LOGO] Employment Agreement for James C. Malone IMS HEALTH INCORPORATED Employment Agreement for James C. MaloneEmployment Agreement • March 30th, 2001 • Ims Health Inc • Services-computer processing & data preparation • Delaware
Contract Type FiledMarch 30th, 2001 Company Industry Jurisdiction
Exhibit 99(D) VOTING AGREEMENT VOTING AGREEMENT (the "AGREEMENT"), dated as of May 16, 2000, among the undersigned stockholders (the "STOCKHOLDERS") of The TriZetto Group, Inc., a Delaware corporation ("TRIZETTO"), and IMS Health Incorporated, a...Merger Agreement • May 19th, 2000 • Ims Health Inc • Services-computer processing & data preparation • Delaware
Contract Type FiledMay 19th, 2000 Company Industry Jurisdiction
Exhibit 10.20 RIGHTS AGREEMENT Agreement, dated as of June 15, 1998 between IMS Health Incorporated, a Delaware corporation (the "Company"), and First Chicago Trust Company of New York (the "Rights Agent"). The Board of Directors of the Company has...Rights Agreement • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation • Delaware
Contract Type FiledMarch 1st, 1999 Company Industry Jurisdiction
RECITALSLicense Agreement • September 15th, 2000 • Ims Health Inc • Services-computer processing & data preparation
Contract Type FiledSeptember 15th, 2000 Company Industry
Exhibit 10.44 [IMS HEALTH LOGO OMITTED] Amended and Restated Employment Agreement for David M. Thomas IMS HEALTH, INC. -------------------------------- ------------------------------------------------ Amended and Restated Employment Agreement for...Employment Agreement • March 30th, 2001 • Ims Health Inc • Services-computer processing & data preparation • Delaware
Contract Type FiledMarch 30th, 2001 Company Industry Jurisdiction
andDistribution Agreement • August 16th, 1999 • Ims Health Inc • Services-computer processing & data preparation • Delaware
Contract Type FiledAugust 16th, 1999 Company Industry Jurisdiction
Exhibit 10.1 DISTRIBUTION AGREEMENT DISTRIBUTION AGREEMENT, dated as of June 30, 1998, between COGNIZANT CORPORATION, a Delaware corporation (the "Corporation") and IMS HEALTH INCORPORATED, a Delaware corporation ("IMS HEALTH"). WHEREAS, the...Distribution Agreement • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation • New York
Contract Type FiledMarch 1st, 1999 Company Industry Jurisdiction
ARTICLE I SERVICES PROVIDEDTransition Services Agreement • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation • New York
Contract Type FiledMarch 1st, 1999 Company Industry Jurisdiction
andRights Agreement • June 23rd, 1998 • Ims Health Inc • Services-computer processing & data preparation • Delaware
Contract Type FiledJune 23rd, 1998 Company Industry Jurisdiction
RECITALSVoting Agreement • March 31st, 2000 • Ims Health Inc • Services-computer processing & data preparation • Delaware
Contract Type FiledMarch 31st, 2000 Company Industry Jurisdiction
betweenDistribution Agreement • September 15th, 2000 • Ims Health Inc • Services-computer processing & data preparation • New York
Contract Type FiledSeptember 15th, 2000 Company Industry Jurisdiction
January 15, 2001Ims Health Inc • March 30th, 2001 • Services-computer processing & data preparation
Company FiledMarch 30th, 2001 Industry
Exhibit 10.2 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")...Tax Allocation Agreement • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation • New York
Contract Type FiledMarch 1st, 1999 Company Industry Jurisdiction
AMENDMENT NO. 2 TO THE RIGHTS AGREEMENTThe Rights Agreement • November 13th, 2000 • Ims Health Inc • Services-computer processing & data preparation
Contract Type FiledNovember 13th, 2000 Company Industry
ARTICLE I DEFINITIONSEmployee Benefits Agreement • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation • New York
Contract Type FiledMarch 1st, 1999 Company Industry Jurisdiction
EXHIBIT 2.8Corporate Services Agreement • September 15th, 2000 • Ims Health Inc • Services-computer processing & data preparation • New York
Contract Type FiledSeptember 15th, 2000 Company Industry Jurisdiction
RECITALSCross License Agreement • September 15th, 2000 • Ims Health Inc • Services-computer processing & data preparation
Contract Type FiledSeptember 15th, 2000 Company Industry
ARTICLE I DEFINITIONSTax Allocation Agreement • September 15th, 2000 • Ims Health Inc • Services-computer processing & data preparation • New York
Contract Type FiledSeptember 15th, 2000 Company Industry Jurisdiction
GRAPHIC]Information Services Agreement • September 15th, 2000 • Ims Health Inc • Services-computer processing & data preparation • Pennsylvania
Contract Type FiledSeptember 15th, 2000 Company Industry Jurisdiction
Exhibit 10.12 RESTRICTED STOCK UNITS AGREEMENT UNITS RESULTING FROM PERS AWARDS UNDER THE 1998 IMS HEALTH INCORPORATED EMPLOYEES' STOCK INCENTIVE PLAN This Restricted Stock Units Agreement (the "Agreement") confirms the grant of Restricted Stock Units...Restricted Stock Units Agreement • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation
Contract Type FiledMarch 1st, 1999 Company Industry
Exhibit 2.10 SHARED TRANSACTION SERVICES AGREEMENTShared Transaction Services Agreement • September 15th, 2000 • Ims Health Inc • Services-computer processing & data preparation • New York
Contract Type FiledSeptember 15th, 2000 Company Industry Jurisdiction
Exhibit 10.1 DISTRIBUTION AGREEMENTDistribution Agreement • April 22nd, 1998 • Ims Health Inc • New York
Contract Type FiledApril 22nd, 1998 Company Jurisdiction
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
Contract Type FiledJune 12th, 1998 Company Industry Jurisdiction
January 15, 2000Ims Health Inc • March 30th, 2001 • Services-computer processing & data preparation
Company FiledMarch 30th, 2001 Industry
Exhibit 10.47 IMS HEALTH INCORPORATED Employment Agreement for Robert H. Steinfeld IMS HEALTH INCORPORATED Employment Agreement for Robert H. SteinfeldIms Health Incorporated • March 30th, 2001 • Ims Health Inc • Services-computer processing & data preparation • Delaware
Contract Type FiledMarch 30th, 2001 Company Industry Jurisdiction
Employment Agreement for David R. Carlucci As Amended and Restated as of January 1, 2005Employment Agreement • December 22nd, 2008 • Ims Health Inc • Services-computer processing & data preparation • Delaware
Contract Type FiledDecember 22nd, 2008 Company Industry JurisdictionTHIS EMPLOYMENT AGREEMENT by and between IMS HEALTH INCORPORATED, a Delaware corporation (the “Company”), and David R. Carlucci (“Executive”), which was first effective as of October 7, 2002 (the “Effective Date”) and thereafter amended and restated effective as of December 3, 2002, January 1, 2005 and February 16, 2006 and amended effective January 1, 2005 is hereby amended and restated in its entirety effective as of January 1, 2005.
BETWEENIms Health Inc • September 15th, 2000 • Services-computer processing & data preparation
Company FiledSeptember 15th, 2000 Industry
CREDIT AGREEMENT among IMS HEALTH INCORPORATED, as a Borrower and the Guarantor, IMS AG, as a Borrower, IMS JAPAN K.K., as a Borrower, THE LENDERS PARTIES HERETO, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, BARCLAYS BANK PLC AND ABN...Credit Agreement • August 1st, 2006 • Ims Health Inc • Services-computer processing & data preparation • New York
Contract Type FiledAugust 1st, 2006 Company Industry JurisdictionThis CREDIT AGREEMENT, dated as of July 27, 2006, is by and among IMS HEALTH INCORPORATED, a Delaware corporation (the “Company”), IMS AG, a Swiss corporation and a subsidiary of the Company (the “Swiss Borrower”), IMS JAPAN K.K., a Japanese corporation and a wholly-owned subsidiary of the Company (the “Japanese Borrower”; and together with the Company and the Swiss Borrower, each a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions as may from time to time become parties to this Credit Agreement (collectively, the “Lenders”; and individually, a “Lender”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
IMS Health Incorporated 1499 Post Road Fairfield, Connecticut 06824Ims Health Inc • February 3rd, 2006 • Services-computer processing & data preparation • New York
Company FiledFebruary 3rd, 2006 Industry Jurisdiction
BETWEENData and Telecommunications Services Agreement • September 15th, 2000 • Ims Health Inc • Services-computer processing & data preparation • New York
Contract Type FiledSeptember 15th, 2000 Company Industry Jurisdiction
THIRD AMENDED AND RESTATED IMS HEALTH GUARANTY by IMS HEALTH INCORPORATED for and in favor of UTRECHT-AMERICA FINANCE CO. and EDAM, L.L.C. Effective as of March 17, 2005Ims Health Guaranty • May 6th, 2005 • Ims Health Inc • Services-computer processing & data preparation • New York
Contract Type FiledMay 6th, 2005 Company Industry JurisdictionThis THIRD AMENDED AND RESTATED IMS HEALTH GUARANTY (the “Agreement”) is given by IMS HEALTH INCORPORATED, a Delaware corporation (“IMS Health”), as of the 17th day of March, 2005, for and in favor of Utrecht-America Finance Co., a Delaware corporation (“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 A Members of IMS Health Licensing Associates, L.L.C., a Delaware limited liability company (the “IMS Health LLC”).