Exhibit 2.5
EXECUTION COPY
EMPLOYEE BENEFITS AGREEMENT
This Employee Benefits Agreement (this "Agreement") is dated as of
August 31, 2000, by and between IMS Health Incorporated, a Delaware corporation
("IMS Health") and Synavant Inc., a Delaware corporation ("Synavant Inc.").
WHEREAS, the Board of Directors of IMS Health has determined that it is
appropriate, desirable and in the best interests of IMS Health and its
businesses, as well as the holders of shares of common stock, par value $0.01
per share, of IMS Health (the "IMS Health Common Stock") to take certain steps
to reorganize certain of IMS Health' Subsidiaries (as defined herein) and
businesses and then to distribute to the holders of the IMS Health Common Stock
all the outstanding shares of common stock of Synavant Inc., par value $0.01 per
share, (the "Synavant Inc. Common Stock"); and
WHEREAS, IMS Health and Synavant Inc. have determined that it is
necessary and desirable to allocate and assign responsibility for certain
employee benefit matters in respect of such entities.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, IMS Health and Synavant Inc. agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions. Capitalized terms used in this Agreement shall
have the following meanings:
"ACNielsen" shall mean ACNielsen Corporation, a Delaware corporation.
"Action" shall mean any action, suit, arbitration, inquiry, proceeding
or investigation by or before any court, any governmental or other regulatory or
administrative agency, body or commission or any arbitration tribunal.
"Affiliate" shall mean, when used with respect to a specified person,
another person that controls, is controlled by, or is under common control with
the person specified. As used herein, "control" means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such person, whether through the ownership of voting securities
or other interests, by contract or otherwise.
"Ancillary Agreements" shall mean all of the written agreements,
instruments, assignments or other written arrangements (other than this
Agreement and the Distribution Agreement) entered into in connection with the
transactions contemplated by this Agreement and the Distribution Agreement,
including, without limitation, the Conveyancing and Assumption Instruments, the
Data and Telecommunications Services Agreements, the U. S. Shared Transaction
Services Agreement, the Non-U. S. Shared Transaction Services Agreement, the Tax
Allocation Agreement, the Corporate Services Agreement, the Xponent Data License
Agreement, and the Pharbase Data License Agreement.
"Assets" shall have the meaning set forth in Section 1.1 of the
Distribution Agreement.
"Board of Directors" shall mean, when used with respect to a specified
corporation, the board of directors of the corporation so specified.
"Business Entity" shall mean any corporation, partnership, limited
liability company or other entity which may legally hold title to Assets.
"COBRA" shall mean the Consolidated Omnibus Budget Reconciliation Act
of 1985, as amended, and the regulations promulgated thereunder, including any
successor legislation.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and
the regulations promulgated thereunder, including any successor legislation.
"Corporate Staff Employees" shall mean IMS Health Pre-Distribution
Employees who performed administrative functions generally for the IMS Health
Group prior to August 1, 2000 and who were based at the IMS Health offices in
Union Meeting, PA, Plymouth, PA, London, U.K. and Westport, CT, aviation
department in Purchase, NY or STS department in Allentown, PA.
"D&B" shall mean The Dun & Bradstreet Corporation, a Delaware
corporation
"Distribution" shall mean the distribution on the Distribution Date to
holders of record of shares of IMS Health Common Stock as of the Distribution
Record Date of the Synavant Inc. Common Stock owned by IMS Health on the basis
of one Synavant Inc. Common Share for every twenty outstanding shares of IMS
Health Common Stock.
"Distribution Date" shall mean August 31, 2000.
"Distribution Record Date" shall mean such date as may be determined by
IMS Health' Board of Directors as the record date for the Distribution.
"Effective Time" shall mean immediately prior to the midnight, New York
time, ending the 24-hour period comprising August 31, 2000.
"Employee Benefit Dispute" shall include any controversy, dispute or
claim arising out of, in connection with, or in relation to the interpretation,
performance, nonperformance, validity or breach of this Agreement or otherwise
arising out of, or in any way related to this Agreement, including, without
limitation, any claim based on contract, tort, statute or constitution.
"Employee Benefit Litigation Liability" shall mean, with respect to a
Business Entity, a Liability relating to a controversy, dispute or claim arising
out of, in connection with or in relation to the interpretation, performance,
nonperformance, validity or breach of an Employee Benefit Plan of such Business
Entity or otherwise arising out of, or in any way related to such Employee
Benefit Plan, including, without limitation, any claim based on contract, tort,
statute or constitution.
"Employee Benefit Plans" shall mean, with respect to a Business Entity,
all "employee benefit plans" (within the meaning of Section 3(3) of ERISA),
"multiemployer plans" (within the meaning of Section 3(37) of ERISA),
retirement, pension, savings, profit-sharing, welfare, stock purchase, stock
option, equity-based, severance, employment, change-in-control, fringe benefit,
collective bargaining, bonus, incentive, deferred compensation, worker's
compensation and all other employee benefit plans, agreements, programs,
policies or other arrangements (including any funding mechanisms therefor),
whether or not subject to ERISA, whether formal or informal, oral or written,
legally binding or not, under which (i) any past, present or future employee of
the Business Entity or its Subsidiaries has a right to benefits and (ii) the
Business Entity or its Subsidiaries has any Liability.
"Employee Benefit Records" shall mean all agreements, documents, books,
records or files relating to the Employee Benefit Plans of IMS Health and
Synavant Inc..
"Employee Welfare Benefit Plans" shall mean, with respect to a Business
Entity, all Employee Benefit Plans that are "welfare plans" within the meaning
of Section 3(1) of ERISA.
"Employer Stock" shall mean, after the Distribution Date, Synavant
Inc. Common Stock credited to the account of a Synavant Inc. Employee and IMS
Health Common Stock credited to the account of an IMS Health Post-Distribution
Employee in the pooled stock fund of the respective savings plan in which such
employee participates, pursuant to Section 3.4.
"ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended, and the regulations promulgated thereunder, including any successor
legislation.
"IMS Health" shall have the meaning set forth in the recitals hereto.
"IMS Health Committee" shall mean the Employee Benefits Committee
appointed by the Board of Directors of IMS Health.
"IMS Health Common Stock" shall have the meaning set forth in the
recitals hereto.
"IMS Health Disabled Employees" shall mean all employees of the IMS
Health Group who are receiving benefits under the IMS Health Long-Term
Disability Plan on July 31, 2000, as in effect from time to time.
"IMS Health Employee Stock Purchase Plan" shall mean the 1998 IMS
Health Employee Stock Purchase Plan, as in effect from time to time.
"IMS Health Executive Annual Incentive Plan" shall mean the IMS Health
Executive Annual Incentive Plan, as in effect from time to time.
"IMS Health Group" shall mean IMS Health and each Business Entity that
is a Subsidiary of IMS Health, except that IMS Health Group shall not include
the Synavant Inc. Group or any of its respective Subsidiaries.
"IMS Health Long-Term Disability Plan" shall mean the IMS Health Long
Term Disability Plan or any other long-term disability plan sponsored by IMS
Health or any Subsidiary of IMS Health prior to August 1, 2000 other than the
Strategic Technologies Long-Term Disability Plan.
"IMS Health Non-Employee Directors" shall mean the non-employee
Directors of IMS Health.
"IMS Health Nonqualified Plans" shall have the meaning as set forth in
Section 4.1 of this Agreement.
"IMS Health Post-Distribution Employees" shall mean persons who, on
August 1, 2000, are employed by the IMS Health Group (including persons who are
absent from work by reason of layoff or leave of absence and inactive employees
treated as such by agreement therewith).
"IMS Health Pre-Distribution Employees" shall mean persons who, at any
time prior to August 1, 2000, were employed by the IMS Health Group.
"IMS Health REP" shall mean the IMS Health Retirement Excess Plan, as
in effect from time to time.
"IMS Health Restricted Stock" shall have the meaning set forth in
Section 6.2(a) of this Agreement.
"IMS Health Restricted Stock Units" shall have the meaning set forth in
Section 6.2(b) of this Agreement.
"IMS Health Retirees" shall mean persons who (i) were IMS Health
Pre-Distribution Employees, (ii) terminated employment from the IMS Health Group
prior to August 1, 2000, (iii) are not Synavant Inc. Employees after July 31,
2000 and (iv) would have been IMS Health Post-Distribution Employees had they
remained employed, after July 31, 2000, by the same employer from which they
terminated employment.
"IMS Health Retirement Plan" shall mean the IMS Health Retirement Plan,
as in effect from time to time.
"IMS Health SEP" shall mean the IMS Health Savings Equalization Plan,
as in effect from time to time.
"IMS Health Savings Plan" shall mean the IMS Health Savings Plan, as in
effect from time to time.
"IMS Health Stock Option" shall have the meaning set forth in Section
6.1 of this Agreement.
"IMS Health Stock Option Plans" shall mean the 1998 IMS Health
Incorporated Employees' Stock Incentive Plan, the 1998 IMS Health Incorporated
Replacement Plan for Certain Employees Holding Cognizant Corporation
Equity-Based Awards, the 1998 IMS Health Incorporated Replacement Plan for
Certain Non-Employee Directors Holding Cognizant Corporation Equity-Based
Awards, the 1998 IMS Health Incorporated Replacement Plan for Certain
Individuals Holding Cognizant Corporation Stock Options, the 1998 IMS Health
Incorporated Stock Option Plan for Former Employees of Pharmaceutical Marketing
Services, Inc., the 1998 IMS Health Incorporated Non-Employee Directors' Stock
Incentive Plan, the 1998 IMS Health Incorporated Non-Employee Directors'
Deferred Compensation Plan, or any other stock option plan established by IMS
Health.
"IMS Health SERP" shall mean the IMS Health Supplemental Executive
Retirement Plan, as in effect from time to time.
"IMS Health Transition Plans" shall mean the Cognizant Executive
Transition Plan, the IMS Health Career Transition Plan and the IMS Health
Employee Protection Plan.
"Information Statement" shall mean the Information Statement sent to
the holders of shares of IMS Health Common Stock in connection with the
Distribution, including any amendment or supplement thereto.
"Liabilities" shall mean any and all losses, claims, charges, debts,
demands, actions, causes of action, suits, damages, obligations, payments, costs
and expenses, sums of money, accounts, reckonings, bonds, specialties,
indemnities and similar obligations, exonerations, covenants, contracts,
controversies, agreements, promises, doings, omissions, variances, guarantees,
make whole agreements and similar obligations, and other liabilities, including
all contractual obligations, whether absolute or contingent, matured or
unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown,
whenever arising, and including those arising under any law, rule, regulation,
Action, threatened or contemplated Action (including the costs and expenses of
demands, assessments, judgments, settlements and compromises relating thereto
and attorneys' fees and any and all costs and expenses (including allocated
costs of in-house counsel and other personnel), whatsoever reasonably incurred
in investigating, preparing or defending against any such Actions or threatened
or contemplated Actions), order or consent decree of any governmental or other
regulatory or administrative agency, body or commission or any award of any
arbitrator or mediator of any kind, and those arising under any contract,
commitment or undertaking, including those arising under this Agreement, the
Distribution Agreement or any Ancillary Agreement, in each case, whether or not
recorded or reflected or required to be recorded or reflected on the books and
records or financial statements of any person.
"Nonemployer Stock" shall mean, after the Distribution Date, Synavant
Inc. Common Stock credited to the account of an IMS Health Post-Distribution
Employee and IMS Health Common Stock credited to an account of a Synavant Inc.
Employee in the pooled stock fund of the respective savings plan in which such
employee participates, pursuant to Section 3.4.
"Person" shall mean any natural person, corporation, business trust,
joint venture, association, company, partnership or government, or any agency or
political subdivision thereof.
"Service" shall mean the U.S. Internal Revenue Service or any successor
entity thereto.
"Subsidiary" shall mean any corporation, partnership or other entity of
which another entity (i) owns, directly or indirectly, ownership interests
sufficient to elect a majority of the Board of Directors (or persons performing
similar functions) (irrespective of whether at the time any other class or
classes of ownership interests of such corporation, partnership or other entity
shall or might have such voting power upon the occurrence of any contingency) or
(ii) is a general partner or an entity performing similar functions (e.g., a
trustee).
"Synavant Inc." shall have the meaning set forth in the recitals
hereto.
"Synavant Inc. Committee" shall mean the Employee Benefits Committee
appointed by the Board of Directors of Synavant Inc..
"Synavant Inc. Common Stock" shall have the meaning set forth in the
recitals hereto.
"Synavant Inc. Disabled Employees" shall mean all employees of the
Synavant Inc. Group who are receiving benefits or are in the waiting period to
receive benefits under the IMS Health Long-Term Disability Plan or the Synavant
Inc. Long-Term Disability Plan on July 31, 2000.
"Synavant Inc. Employees" shall mean persons who, on August 1, 2000,
are employed by the Synavant Inc. Group (including persons who are absent from
work by reason of layoff or leave of absence and inactive employees treated as
such by agreement therewith).
"Synavant Inc. Employee Stock Purchase Plan" shall mean the Employee
Stock Purchase Plan to be adopted by Synavant Inc. pursuant to Section 6.5.
"Synavant Inc. Group" shall mean Synavant Inc. and each Business Entity
which is contemplated to remain or become a Subsidiary of Synavant Inc. pursuant
to the Distribution Agreement.
"Synavant Inc. Long-Term Disability Plan" shall mean the Synavant Inc.
Long-Term Disability Plan or any other long-term disability plan sponsored by
Synavant Inc. or any of its subsidiaries prior to August 1, 2000.
"Synavant Inc. Replacement Plans" shall mean the replacement plans to
be adopted by Synavant Inc. pursuant to Section 6.1(b) of this Agreement.
"Synavant Inc. Restricted Stock" shall have the meaning set forth in
Section 6.2(a) of this Agreement.
"Synavant Inc. Restricted Stock Units" shall have the meaning set forth
in Section 6.2(b) of this Agreement.
"Synavant Inc. Retirees" shall mean persons who (i) were IMS Health
Pre-Distribution Employees, (ii) terminated employment from the Synavant Inc.
Group prior to August 1, 2000, (iii) are not IMS Health Post-Distribution
Employees after July 31, 2000 and (iv) would have been Synavant Inc. Employees
had they remained employed, after July 31, 2000, by the same employer from which
they terminated employment.
"Synavant Inc. Retiree Medical Recipients" shall have the meaning set
forth in Section 5.1 of this Agreement.
"Synavant Inc. Savings Plan" shall mean IMS Health Strategic
Technologies, Inc. 401(k) Retirement Savings Plan to be assumed by Synavant Inc.
as of August 1, 2000.
"Synavant Inc. Savings Plan Transfer Date" shall have the meaning set
forth in Section 3.2(b) of this Agreement.
"Synavant Inc. SEP" shall mean the Synavant Inc. Savings Equalization
Plan to be adopted by Synavant Inc. pursuant to Section 4.2.
"Synavant Inc. Transferred Savings Plan Employees" shall have the
meaning set forth in Section 3.2(a) of this Agreement.
ARTICLE II
CORPORATION RETIREMENT PLAN
SECTION 2.1 IMS Health Retirement Plan. From and after August 1, 2000,
IMS Health shall continue to sponsor the IMS Health Retirement Plan. Active
participation of Synavant Inc. Employees in the IMS Health Retirement Plan shall
cease effective August 1, 2000. In the event that a partial termination, within
the meaning of Section 411(d)(3) of the Code, shall occur with respect to the
IMS Health Retirement Plan, affected Synavant Inc. Employees shall be fully
vested in their accrued benefits under the IMS Health Retirement Plan and IMS
Health shall amend the IMS Health Retirement Plan to provide that such affected
Synavant Inc. Employees shall be deemed to have completed five years of "Vesting
Service," as defined therein, for purposes of determining their vested accrued
benefits and their eligibility for "Early Retirement Benefits," as defined
therein, under the IMS Health Retirement Plan. The IMS Health Group shall retain
all Liabilities relating to the IMS Health Retirement Plan and benefits accrued
under the IMS Health Retirement Plan by Synavant Inc. Employees as of July 31,
2000 shall be paid in accordance with the terms and conditions of the IMS Health
Retirement Plan.
SECTION 2.2 IMS Health shall amend Appendix B of the IMS Health
Retirement Plan as of August 1, 2000 to provide that for purposes of determining
the early retirement reductions applicable to the payment of the "Grandfathered
Benefit" or the "Frozen Accrued Benefit," as defined therein, to Synavant Inc.
Employees who are entitled to such benefits, such Synavant Inc. Employees, as
listed on Schedule 2.2, shall be deemed to have completed ten years of "Vesting
Service," as defined therein, and the "Early Retirement Date," as defined
therein, for such Synavant Inc. Employees shall be deemed to be their "Benefit
Commencement Date," as defined therein; subject, however, to the condition that
any such amendment shall satisfy the applicable nondiscrimination requirements
of Section 401(a)(4) of the Code.
ARTICLE III
CORPORATION SAVINGS PLAN
SECTION 3.1 IMS Health Savings Plan From and after August 1, 2000, IMS
Health shall continue to sponsor the IMS Health Savings Plan for the benefit of
IMS Health Post-Distribution Employees and IMS Health Retirees and Synavant Inc.
Retirees who, on July 31, 2000, were participants thereunder. Active
participation of Synavant Inc. Transferred Savings Plan Employees in the IMS
Health Savings Plan shall cease effective August 1, 2000. Nothing contained in
this Article III shall have the effect of accelerating the degree to which any
individual has a vested interest in the IMS Health Savings Plan or the Synavant
Inc. Savings Plan.
SECTION 3.2 Synavant Inc. Savings Plan.
(a) As of August 1, 2000, Synavant Inc. shall maintain the
Synavant Inc. Savings Plan under which benefits shall be provided for Synavant
Inc. Employees and Synavant Inc. Disabled Employees who were participants in the
IMS Health Savings Plan on July 31, 2000 (the "Synavant Inc. Transferred Savings
Plan Employees").
(b) Prior to the date on which the transfer of assets and
liabilities to the Synavant Inc. Savings Plan shall occur (the " Synavant Inc.
Savings Plan Transfer Date"), which date shall occur as promptly as practicable
after August 1, 2000, IMS Health shall (A) cause the trustee of the IMS Health
Savings Plan to segregate, in accordance with the spinoff provisions set forth
under Section 414(l) of the Code, the assets of the IMS Health Savings Plan
representing the full account balances of Synavant Inc. Transferred Savings Plan
Employees for all periods of
participation through July 31, 2000 (including, as applicable, all contributions
and all earnings attributable thereto); (B) make all required filings and
submissions to the appropriate governmental agencies; and (C) make all required
amendments to the IMS Health Savings Plan and related trust agreement necessary
to provide for the segregation and transfer of assets described in this Section
3.2.
(c) On the Synavant Inc. Savings Plan Transfer Date, IMS
Health shall cause the trustee of the IMS Health Savings Plan to transfer to the
trustee of the Synavant Inc. Savings Plan the full account balances (inclusive
of loans) of Synavant Inc. Transferred Savings Plan Employees in kind based on
those investment funds in which such account balances are then invested
(including, but not limited to, the pooled stock fund described in Section 3.4);
provided, however, that loans to Synavant Inc. Transferred Savings Plan
Employees shall be transferred in the form of notes. In consideration of the
segregation and transfer of assets described herein, the Synavant Inc. Savings
Plan shall, as of the Synavant Inc. Savings Plan Transfer Date, assume all
Liabilities attributable to such assets, whether incurred prior to, on or after
August 1, 2000.
SECTION 3.3 Outstanding Loans. During their employment with IMS Health,
Synavant Inc. Transferred Savings Plan Employees who have outstanding loans
originally made from the IMS Health Savings Plan shall be permitted to repay
such loans by way of regular deductions from their paychecks, and, prior to the
Synavant Inc. Savings Plan Transfer Date, IMS Health or Synavant Inc. (as the
case may be) shall cause all such deductions to be forwarded to the IMS Health
Savings Plan as promptly as practicable.
SECTION 3.4 Employer Stock Fund.
(a) Participants in the IMS Health Savings Plan who,
immediately prior to the Effective Time, have balances in the IMS Health Common
Stock fund shall have such balances converted, as of the Effective Time, to the
extent applicable, to units in a pooled stock fund consisting of IMS Health
Common Stock and Synavant Inc. Common Stock. The initial ratio of stock in the
pooled stock fund shall be one share of Synavant Inc. Common Stock to every
twenty shares of IMS Health Common Stock. The percentage interest of each
participant in the pooled stock fund as of the Effective Time shall equal such
participant's percentage interest in the IMS Health Common Stock fund
immediately prior to the Effective Time. The Synavant Inc. Savings Plan shall
maintain a pooled stock fund, to which the pooled stock fund assets of Synavant
Inc. Transferred Savings Plan Employees in the IMS Health Savings Plan shall be
transferred on the Synavant Inc. Savings Plan Transfer Date. Notwithstanding the
foregoing, the IMS Health Savings Plan shall transfer the units of IMS Health
Common Stock from the pooled stock fund into the IMS Health Common Stock fund
and the Synavant Inc. Savings Plan shall transfer the units of Synavant Inc.
Common Stock from the pooled stock fund into the Synavant Inc. Common Stock
fund.
(b) Within nine months after the Distribution Date, each
participant shall liquidate his or her units of Nonemployer Stock in the pooled
stock fund and invest the proceeds thereof in any other investment option
available under the applicable plan. If the participant does not liquidate such
units, such units shall be liquidated and invested in a fixed income investment
option available under the applicable plan.
(c) A participant may not acquire additional units in the
pooled stock fund from or after the Effective Time.
SECTION 3.5 Allocation of Liabilities. The Synavant Inc. Group shall
assume all Liabilities relating to the participation of Synavant Inc.
Transferred Savings Plan Employees in the IMS Health Savings Plan. The IMS
Health Group shall retain all other Liabilities relating to the IMS Health
Savings Plan, including Liabilities relating to Synavant Inc. Retirees.
ARTICLE IV
NONQUALIFIED PLANS
SECTION 4.1 IMS Health Nonqualified Plans. From and after August 1,
2000, IMS Health shall continue to sponsor the IMS Health SERP, the IMS Health
REP and the IMS Health SEP (collectively, the "IMS Health Nonqualified Plans")
for the benefit of IMS Health Post-Distribution Employees and IMS Health
Retirees and Synavant Inc. Retirees who, on July 31, 2000, were participants
thereunder.
SECTION 4.2 Synavant Inc. SEP. As of August 1, 2000, Synavant Inc.
shall (a) adopt the Synavant Inc. SEP for the benefit of Synavant Inc. Employees
who were participants in the IMS Health SEP on July 31, 2000 and (b) assume the
Liabilities for benefits under the IMS Health SEP with respect to such
Employees.
SECTION 4.3 Joint and Several Liability. IMS Health and Synavant Inc.
acknowledge joint and several liability under the Employee Benefits Agreement
dated as of October 28, 1996 among D&B, Cognizant Corporation and ACNielsen with
respect to certain nonqualified plans maintained by D&B prior to such date and
the Employee Benefits Agreement dated as of June 30, 1998 between Cognizant
Corporation and IMS Health with respect to certain nonqualified retirement plans
maintained by Cognizant Corporation prior to such date. To the extent such joint
and several liability is imposed on IMS Health in respect of a liability assumed
by Synavant Inc. under this Agreement, IMS Health shall be entitled to
contribution from Synavant Inc. for the amount of such liability imposed. To the
extent joint and several liability is imposed on Synavant Inc. in respect of a
liability assumed by IMS Health under this Agreement, Synavant Inc. shall be
entitled to contribution from IMS Health for the amount of such liability
imposed.
ARTICLE V
WELFARE PLANS
SECTION 5.1 Employee Welfare Benefit Plans. Prior to August 1, 2000,
IMS Health shall continue to sponsor its Employee Welfare Benefit Plans for the
benefit of IMS Health Pre-Distribution Employees. From and after August 1, 2000,
IMS Health shall sponsor its Employee Welfare Benefit Plans for the benefit of
IMS Health Post-Distribution Employees, IMS Health Disabled Employees, IMS
Health Retirees and Synavant Inc. Retirees who, on July 31, 2000, were receiving
benefits under the IMS Health retiree medical plan (the "Synavant Inc. Retiree
Medical Recipients"). From and after August 1, 2000, Synavant Inc. shall sponsor
its Employee Welfare Benefit Plans for the benefit of Synavant Inc. Employees,
Synavant Inc. Disabled Employees and Synavant Inc. Retirees other than Synavant
Inc. Retiree Medical Recipients. Notwithstanding the foregoing, neither IMS
Health nor Synavant Inc. shall have any obligation to sponsor any Employee
Welfare Benefit Plan from or after the Effective Time.
SECTION 5.2 Dollar Limits. With respect to any medical and dental plan
that may be sponsored by Synavant Inc. on or after August 1, 2000, Synavant Inc.
shall give effect, in determining any deductible, maximum out-of-pocket
limitations and annual plan maximums, to claims incurred during 2000 prior to
August 1, 2000 by Synavant Inc. Employees, Synavant Inc. Retirees other than
Synavant Inc. Retiree Medical Recipients and Synavant Inc. Disabled Employees
under similar plans maintained by IMS Health (or any Affiliate thereof) for
their benefit prior to August 1, 2000.
SECTION 5.3 Flexible Spending Accounts. As of August 1, 2000, Synavant
Inc. shall adopt a Code Section 125 plan and medical and dependent care expense
reimbursement plans and establish flexible spending accounts for all Synavant
Inc. Employees, Synavant Inc. COBRA participants and Synavant Inc. Disabled
Employees for whose benefit IMS Health (or any Affiliate thereof) maintained
flexible spending accounts on July 31, 2000. Synavant Inc. shall credit to such
flexible spending accounts dollar amounts equal to the outstanding flexible
spending accounts balances of such Synavant Inc. Employees, Synavant Inc. COBRA
participants and Synavant Inc. Disabled Employees under the flexible spending
accounts maintained by IMS Health (or any Affiliate thereof) on July 31, 2000.
IMS Health shall transfer to Synavant Inc. all recordkeeping information with
respect to such flexible spending accounts for the current calendar year.
SECTION 5.4 Allocation of Liabilities.
(a) The Synavant Inc. Group shall retain responsibility for
and continue to pay all claims and administrative expenses relating to any
self-insured medical plan maintained by IMS Health (or any Affiliate thereof)
with respect to claims incurred before August 1, 2000, but which are paid on or
after August 1, 2000, by Synavant Inc. Employees, Synavant Inc. Disabled
Employees, Synavant Inc. COBRA participants and Synavant Inc. Retirees other
than Synavant Inc. Retiree Medical Recipients as well as their covered
dependents. Any claims and administrative expenses relating to the IMS Health
self-insured medical plan with respect to claims incurred before August 1, 2000,
but which are paid on or after August 1, 2000, by IMS Health Pre-Distribution
Employees who are not Synavant Inc. Employees will remain the responsibility of
The IMS Health Group.
(b) The IMS Health Group shall retain responsibility for and
continue to pay all premiums, expenses and benefits relating to the IMS Health
Employee Welfare Benefit Plans with respect to claims incurred (for self-insured
plans) or premiums due (for insured plans) from and after August 1, 2000 by IMS
Health Post-Distribution Employees, IMS Health Disabled Employees, IMS Health
COBRA participants, IMS Health Retirees and Synavant Inc. Retiree Medical
Recipients as well as their covered dependents.
(c) The Synavant Inc. Group shall retain responsibility for
and continue to pay all premiums, expenses and benefits relating to the Synavant
Inc. Group Employee Welfare Benefit Plans with respect to claims incurred (for
self-insured plans) or premiums due (for insured plans) from and after August 1,
2000 by Synavant Inc. Employees, Synavant Inc. Disabled Employees, Synavant Inc.
COBRA participants and Synavant Inc. Retirees other than Synavant Inc. Retiree
Medical Recipients as well as their covered dependents.
(d) For the purposes of this Section 5.4, a claim is deemed
incurred when the services that are the subject of the claim are performed; in
the case of life insurance, when the death occurs; in the case of long-term
disability, when the disability occurs; and, in the case of a hospital stay,
when the employee first enters the hospital. Notwithstanding the foregoing,
claims incurred by any employee of a pre-Distribution Subsidiary of IMS Health
or their covered dependents under any Employee Welfare Benefit Plan maintained
by such Subsidiary solely for the benefit of its employees and their dependents
shall, whether incurred prior to, on or after August 1, 2000, be the sole
responsibility and liability of that Subsidiary.
(e) The IMS Health Group shall be responsible for all COBRA
coverage for any IMS Health Retiree and any Synavant Inc. Retiree Medical
Recipient and his or her covered dependents who participated in an IMS Health
Employee Welfare Benefit Plan. As of August 1,
2000, the Synavant Inc. Group shall be responsible for all COBRA coverage for
any Synavant Inc. Retiree other than an Synavant Inc. Retiree Medical Recipient
and his or her covered dependents who participated in an IMS Health Employee
Welfare Benefit Plan. Notwithstanding the foregoing, a pre-Distribution
Subsidiary of IMS Health shall be responsible for all COBRA coverage for its
former employees and covered dependents who participated in a plan maintained
solely for their benefit whether the applicable event occurs prior to, on or
after August 1, 2000. COBRA coverage to which an IMS Health Post-Distribution
Employee or his or her covered dependents is entitled as a result of a
qualifying event occurring on or after August 1, 2000 shall be the
responsibility of the IMS Health Group. COBRA coverage to which a Synavant Inc.
Employee or his or her covered dependents is entitled as a result of a
qualifying event occurring on or after August 1, 2000 shall be the
responsibility of the Synavant Inc. Group.
SECTION 5.5 Allocation of the IMS Health's Self-Insured Medical Plan
Reserve for Claims Incurred But Not Yet Reported ("IBNR"). The IBNR reserve of
$952,000 will be allocated between the IMS Health Group and Synavant Inc. based
on the following methodology:
The IBNR reserve will be divided based on the average number of IMS
Health Pre-Distribution Employees enrolled in May, June and July, 2000 who were
employees of the IMS Health Group (but not of the Synavant Inc.
Group) and who were employees of the Synavant Inc. Group.
SECTION 5.6 Retiree Welfare Plans. The IMS Health Group shall be
responsible for providing retiree welfare benefits, where applicable, to IMS
Health Retirees, IMS Health Post-Distribution Employees and Synavant Inc.
Retiree Medical Recipients. In addition, IMS Health shall amend the IMS Health
retiree medical plan to provide to those Synavant Inc. Employees who were IMS
Health Pre-Distribution Employees and who were eligible for benefits under such
retiree medical plan on July 31, 2000, by having attained age 55 and having
completed ten years of service after age 45 as of July 31, 2000, as listed on
Schedule 5.6, such benefits as may be offered under such retiree medical plan
when such Synavant Inc. Employees retire or terminate employment with Synavant
Inc; subject, however, to the terms and conditions of any such plan, including
without limitation, any prescribed period within which such retiree medical
benefits must be elected upon retirement or termination of employment with
Synavant Inc. and further subject to the condition that any such amendment shall
satisfy any applicable nondiscrimination requirements of Section 105(h) of the
Code. Anything in this Section 5.6 to the contrary notwithstanding, nothing
herein shall be construed to prevent IMS Health from amending its retiree
medical plan or terminating such plan provided that such amendment or
termination is not designed to enable IMS Health to avoid the requirements of
this Section 5.6.
ARTICLE VI
EQUITY-BASED PLANS
SECTION 6.1 IMS Health Stock Options. Stock options awarded under the
IMS Health Stock Option Plans ("IMS Health Stock Options") shall be treated as
follows:
(a) IMS Health Post-Distribution Employees, IMS Health
Disabled Employees and IMS Health Non-Employee Directors. From and after the
Effective Time, each unexercised IMS Health Stock Option held by IMS Health
Post-Distribution Employees, IMS Health Disabled Employees, and IMS Health
Non-Employee Directors shall remain outstanding pursuant to the terms of the
award agreements and the IMS Health Stock Option Plans; provided, however, that
from and after such time, each unexercised IMS Health Stock Option shall be
adjusted by reference to the ratio of market prices of IMS Health Common Stock
before and after the
Distribution, the objective being to maintain the then existing intrinsic value
of the IMS Health Stock Options and to maintain the ratio of the then existing
exercise price per share to the market value per share in accordance with
applicable accounting standards.
(b) Synavant Inc. Employees and Synavant Inc. Disabled
Employees. As of the Effective Time, (i) each unexercised IMS Health Stock
Option held by Synavant Inc. Employees and Synavant Inc. Disabled Employees
shall be cancelled except as provided in Schedule 6.1(a) and (ii) such
individuals shall except as provided in Schedule 6.1(a) receive replacement
stock options awarded under the Synavant Inc. Replacement Plans, which shall be
adopted by Synavant Inc. prior to the Effective Time. The number of shares of
Synavant Inc. Common Stock covered by each replacement stock option shall be
determined by reference to the ratio of market prices of IMS Health Common Stock
and Synavant Inc. Common Stock immediately before or after the Distribution, the
objective being to preserve the then intrinsic value of the unexercised IMS
Health Stock Options. The aggregate market value of the Synavant Inc. Common
Stock purchasable under the replacement stock options awarded under the Synavant
Inc. Replacement Plans immediately after the Distribution shall be approximately
equal to the aggregate market value of the IMS Health Common Stock that was
purchasable under the IMS Health Stock Options immediately before the
Distribution, with the aggregate exercise price of the replacement stock options
being the same as the IMS Health Stock Options except to the extent that the
number of shares purchasable is rounded down to the nearest whole share. Except
as otherwise provided in the Synavant Inc. Replacement Plans, all other terms of
the replacement stock options shall remain substantially identical to the terms
of the cancelled IMS Health Stock Options.
(c) Synavant Inc. Retirees and IMS Health Retirees. As of the
Effective Time, (i) each unexercised IMS Health Stock Option held by Synavant
Inc. Retirees and IMS Health Retirees shall be adjusted in substantially the
same manner as employees of the IMS Health Group and (ii) Synavant Inc. may
offer to such Synavant Inc. Retirees and IMS Health Retirees, and the Synavant
Inc. Committee shall determine, alternative adjustments or substitutions,
provided such Retirees agree to surrender their adjusted IMS Health Stock
Options.
(d) Exceptions. Certain IMS Health Stock Options described
above may not be adjusted as described above, but instead shall be subject to
such conditions as the Committee shall determine to the extent necessary to
avoid adverse tax consequences to option holders who are not U.S. residents.
SECTION 6.2 Restricted Stock and Restricted Stock Units.
(a) Restricted stock awarded under the IMS Health Stock Option
Plans ("IMS Health Restricted Stock") held by IMS Health Post-Distribution
Employees and IMS Health Non-Employee Directors will be canceled prior to the
Distribution Date. Immediately following the Distribution Date, new shares of
IMS Health Restricted Stock will be granted equal to the number of shares held
prior to the cancellation, plus an additional number of shares that provides the
economic equivalent of the Synavant Inc. restricted stock (the "Synavant Inc.
Restricted Stock") that would have been received with respect to the canceled
IMS Health Restricted Stock in connection with the Distribution, subject to
rounding down to the nearest whole number of shares. Such newly granted shares
of IMS Health Restricted Stock shall be subject to a restriction period equal to
the restriction period remaining with respect to the canceled IMS Health
Restricted Stock and all other terms of the newly granted IMS Health Restricted
Stock shall remain substantially identical to the terms of the canceled IMS
Health Restricted Stock. With respect to IMS Health Restricted Stock held by
Synavant Inc. Employees, such IMS Health Restricted Stock will be replaced by
Synavant Inc. Restricted Stock with reference to the ratio of
the market price of IMS Health Common Stock and Synavant Inc. Common Stock
immediately before or after the Distribution so that the aggregate market value
of the Synavant Inc. Restricted Stock immediately after the Distribution will
equal the aggregate market value of the IMS Health Restricted Stock immediately
before the Distribution, subject to rounding down to the nearest whole number of
shares. Except as otherwise provided in the Synavant Inc. Replacement Plans, all
other terms of the replacement Synavant Inc. Restricted Stock shall remain
substantially identical to the terms of the replaced IMS Health Restricted
Stock.
(b) Restricted stock units awarded under the IMS Health Stock
Option Plans ("IMS Health Restricted Stock Units") and restricted stock units
received as a result of the Distribution ("Synavant Inc. Restricted Stock
Units") will be adjusted or converted so that, after the Distribution, IMS
Health Post Distribution Employees will hold awards that relate solely to IMS
Health Common Stock and Synavant Inc. Employees will hold awards that relate
solely to Synavant Inc. Common Stock. With respect to IMS Health Post
Distribution Employees, such adjustment or conversion will be done such that the
award immediately after the Distribution will have the same aggregate market
value as the award immediately before the Distribution, subject to rounding down
to the nearest whole number of stock units. With respect to Synavant Inc.
Employees, such awards will be replaced with reference to the ratio of the
market price of IMS Health Common Stock and Synavant Inc. Common Stock
immediately before or after the Distribution so that the aggregate market value
of the Synavant Inc. Restricted Stock Units immediately after the Distribution
will equal the aggregate market value of the IMS Health Restricted Stock Units
immediately before the Distribution, subject to rounding down to the nearest
whole number of stock units. Except as otherwise provided in the Synavant Inc.
Replacement Plans, all other terms of the replacement Synavant Inc. Restricted
Stock Units shall remain substantially identical to the terms of the replaced
IMS Health Restricted Stock Units.
SECTION 6.3 Executive Annual Incentive Plan. Outstanding awards under
the IMS Health Executive Annual Incentive Plan shall be treated as determined by
IMS Health and Synavant Inc., respectively.
SECTION 6.4 IMS Health Employee Stock Purchase Plan.
(a) From and after the Effective Time, IMS Health shall
continue to sponsor the IMS Health Employee Stock Purchase Plan.
(b) As of the Effective Time, Synavant Inc. shall adopt the
Synavant Inc. Employee Stock Purchase Plan for the benefit of Synavant Inc.
Employees.
SECTION 6.5 Allocation of Liabilities. The Synavant Inc. Group shall
assume all Liabilities with respect to awards granted to Synavant Inc.
Employees, Synavant Inc. Retirees and Synavant Inc. Disabled Employees pursuant
to the Synavant Inc. Replacement Option Plan. The IMS Health Group shall retain
all other Liabilities with respect to awards granted pursuant to the IMS Health
Stock Option Plans (including, but not limited to, awards granted to IMS Health
Post-Distribution Employees).
ARTICLE VII
FOREIGN EMPLOYEE BENEFIT PLANS
SECTION 7.1 Foreign Plans.
(a) With respect to the Synavant Inc. Employees listed on
Schedule 7.1(a), the pension entitlement under the IMS Health (U.K.) Pension
Plan shall be determined in accordance with the Trust Deed and the Rules of the
IMS Health (U.K.) Pension Plan, as the same may be amended from time to time.
(b) With respect to the Synavant Inc. Employees listed on
Schedule 7.1(b), assets and liabilities with respect to benefits payable to such
Employees under the IMS Australian Pty Ltd Superannuation Plan shall be
determined in accordance with the terms of said Plan and applicable law.
(c) With respect to the Synavant Inc. Employees listed on
Schedule 7.1(c), assets and liabilities with respect to retirement benefits
payable to said Employees shall be determined in accordance with the terms of
any applicable plan and applicable law.
(d) With respect to the Synavant Inc. Employees listed on
Schedule 7.1(d), assets and liabilities with respect to retirement benefits
payable to said Employees shall be determined in accordance with the terms of
any applicable plan and applicable law.
(e) Except as otherwise set forth in this Section 7.1, IMS
Health and Synavant Inc. shall continue to sponsor and retain liability for any
Employee Benefit Plans maintained outside the United States for their respective
Employees.
ARTICLE VIII
OTHER EMPLOYEE BENEFIT ISSUES
SECTION 8.1 Employee Benefit Litigation Liabilities. Except as
otherwise expressly provided in this Agreement, the Synavant Inc. Group shall
assume all Employee Benefit Litigation Liabilities that are asserted by IMS
Health Pre-Distribution Employees who were employees of the Synavant Inc. Group
or Corporate Staff Employees listed on Schedule 8.1 and the IMS Health Group
shall assume all Employee Benefit Litigation Liabilities that are asserted by
all other IMS Health Pre-Distribution Employees, including all Corporate Staff
Employees other than those listed on Schedule 8.1.
SECTION 8.2 Indemnification. To the extent that any claim or litigation
is asserted against IMS Health by an IMS Health Retiree who was a Corporate
Staff Employee listed on Schedule 8.1 prior to the Distribution, IMS Health
shall be entitled to indemnification from Synavant Inc. for the amount of any
liability imposed.
SECTION 8.3 Workers' Compensation. The IMS Health Group shall retain
all Liabilities relating to workers' compensation claims that were incurred (a)
prior to August 1, 2000 with respect to IMS Health Pre-Distribution Employees
who were employed by the IMS Health Group (not including the Synavant Inc.
Group) and Corporate Staff Employees other than those listed on Schedule 8.1 and
(b) on and after August 1, 2000 with respect to IMS Health Post-Distribution
Employees. The Synavant Inc. Group shall retain all Liabilities relating to
workers' compensation claims that were incurred (a) prior to August 1, 2000 with
respect to IMS Health Pre-Distribution Employees who were employed by the
Synavant Inc. Group and Corporate Staff
Employees listed on Schedule 8.1 and (b) on and after August 1, 2000 with
respect to Synavant Inc. Employees. For purposes of this paragraph, a claim is
deemed incurred when the injury that is the subject of the claim occurs.
ARTICLE IX
BENEFIT PLAN PARTICIPATION
SECTION 9.1 IMS Health Plans. All Synavant Inc. Employees shall cease
participation in all IMS Health Employee Benefit Plans effective as of August 1,
2000 .
SECTION 9.2 Synavant Inc. Plans. (a) With respect to any newly created
Employee Benefit Plan sponsored by the Synavant Inc. Group after July 31, 2000,
the Synavant Inc. Group shall cause to be recognized (to the extent applicable)
each Synavant Inc. Employee's (i) past service with the IMS Health Group to the
extent recognized under similar plans maintained by the IMS Health Group on July
31, 2000 and (ii) accrued but unused vacation time and sick days, and (b) any
Synavant Inc. Employee who participated in an IMS Health Employee Benefit Plan
on July 31, 2000 shall be entitled to immediate participation in a similar newly
created Employee Benefit Plan sponsored by the Synavant Inc. Group.
SECTION 9.3 Subsequent Employer. If, during the one-year period
beginning August 1, 2000, an IMS Health Post-Distribution Employee or a Synavant
Inc. Employee terminates employment with his or her employer and then
immediately commences employment with the IMS Health Group or the Synavant Inc.
Group, the subsequent employer shall cause to be recognized (to the extent
applicable) such employee's past service with the IMS Health Group or the
Synavant Inc. Group to the extent recognized under similar plans maintained by
the prior employer. Notwithstanding the foregoing, no past service shall be
recognized with respect to pension accruals under the defined benefit plans of
the subsequent employer.
SECTION 9.4 Right to Amend or Terminate. Except as specifically
provided herein, nothing in this Agreement shall be construed or interpreted to
restrict the IMS Health Group's or the Synavant Inc. Group's right or authority
to amend or terminate any of their Employee Benefit Plans.
ARTICLE X
ACCESS TO INFORMATION
SECTION 10.1 Access to Information. Article IV of the Distribution
Agreement shall govern the rights of the IMS Health Group and the Synavant Inc.
Group with respect to access to information. The term "Records" in that Article
shall be read to include all Employee Benefit Records.
ARTICLE XI
INDEMNIFICATION
SECTION 11.1 Indemnification. Article III of the Distribution Agreement
shall govern the rights of the IMS Health Group and the Synavant Inc. Group with
respect to indemnification. The term "IMS Health Liabilities" in that Article
shall be read to include all Liabilities assumed or retained by the IMS Health
Group pursuant to this Agreement. The term "ST Liabilities" in that Article
shall be read to include all Liabilities assumed or retained by the Synavant
Inc. Group pursuant to this Agreement.
ARTICLE XII
DISPUTE RESOLUTION
SECTION 12.1 Dispute Resolution. Article VI of the Distribution
Agreement shall govern the rights of the IMS Health Group and the Synavant Inc.
Group with respect to dispute resolution. The term "Agreement Dispute" in that
Article shall be read to include all Employee Benefit Disputes.
ARTICLE XIII
MISCELLANEOUS
SECTION 13.1 Complete Agreement; Construction. This Agreement,
including the Exhibits and Schedules (if any), and the Distribution Agreement
shall constitute the entire agreement between the parties with respect to the
subject matter hereof and shall supersede all previous negotiations, commitments
and writings with respect to such subject matter. In the event of any
inconsistency between this Agreement and any Schedule hereto, the Schedule shall
prevail. Other than Section 2.1(j), Section 2.8, Section 4.5 and Article VI of
the Distribution Agreement, which shall prevail over any inconsistent or
conflicting provisions in this Agreement, notwithstanding any other provisions
in this Agreement to the contrary, in the event and to the extent that there
shall be a conflict between the provisions of this Agreement and the provisions
of the Distribution Agreement, this Agreement shall control.
SECTION 13.2 Ancillary Agreements. This Agreement is not intended to
address, and should not be interpreted to address, the matters specifically and
expressly covered by the Ancillary Agreements.
SECTION 13.3 Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more such counterparts have been signed
by each of the parties and delivered to the other parties.
SECTION 13.4 Survival of Agreements. Except as otherwise contemplated
by this Agreement, all covenants and agreements of the parties contained in this
Agreement shall survive the Distribution Date.
SECTION 13.5 Expenses. All costs and expenses incurred in connection
with the preparation, execution, delivery and implementation of this Agreement,
the Distribution Agreement, any Ancillary Agreement, the Information Statement
(including any registration statement on Form 10 of which such Information
Statement may be a part) and the Distribution
and the consummation of the transactions contemplated thereby shall be charged
to and paid by IMS Health.
SECTION 13.6 Notices. All notices and other communications hereunder
shall be in writing and hand delivered or mailed by registered or certified mail
(return receipt requested) or sent by any means of electronic message
transmission with delivery confirmed (by voice or otherwise) to the parties at
the following addresses (or at such other addresses for a party as shall be
specified by like notice) and will be deemed given on the date on which such
notice is received:
To IMS Health Incorporated:
200 Nyala Farms
Westport, CT 06880
Telecopy: (203) 222-4313
Attn: General Counsel
To Synavant Inc.:
Synavant Inc.
3445 Peachtree Rd., NE, Suite 1400
Atlanta, GA 30326
Telecopy: (404) 841-4115
Attn: Chief Financial Officer
SECTION 13.7 Waivers. The failure of any party to require strict
performance by any other party of any provision in this Agreement will not waive
or diminish that party's right to demand strict performance thereafter of that
or any other provision hereof.
SECTION 13.8 Amendments. Subject to the terms of Section 13.11 hereof,
this Agreement may not be modified or amended except by an agreement in writing
signed by each of the parties hereto.
SECTION 13.9 Assignment. This Agreement shall not be assignable, in
whole or in part, directly or indirectly, by any party hereto without the prior
written consent of the other parties hereto, and any attempt to assign any
rights or obligations arising under this Agreement without such consent shall be
void.
SECTION 13.10 Successors and Assigns. The provisions to this Agreement
shall be binding upon, inure to the benefit of and be enforceable by the parties
and their respective successors and permitted assigns.
SECTION 13.11 Termination. This Agreement (including, without
limitation, Section 4.3 and Article XI hereof) may be terminated and may be
amended, modified or abandoned at any time prior to the Distribution by and in
the sole discretion of IMS Health without the approval of the shareholders of
IMS Health. In the event of such termination, no party shall have any liability
of any kind to any other party or any other person. After the Distribution, this
Agreement may not be terminated except by an agreement in writing signed by the
parties; provided, however, that Section 4.8 and Article XII shall not be
terminated or amended after the Distribution in respect of the third party
beneficiaries thereto without the consent of such persons.
SECTION 13.12 Subsidiaries. Each of the parties hereto shall cause to
be performed, and hereby guarantees the performance of, all actions, agreements
and obligations set forth herein
to be performed by any Subsidiary of such party or by any entity that is
contemplated to be a Subsidiary of such party on and after the Distribution
Date.
SECTION 13.13 Third Party Beneficiaries. Except as provided in Section
4.3 and Article XI, this Agreement is solely for the benefit of the parties
hereto and their respective Subsidiaries and Affiliates and should not be deemed
to confer upon third parties any remedy, claim, liability, reimbursement, claim
of action or other right in excess of those existing without reference to this
Agreement.
SECTION 13.14 Title and Headings. Titles and headings to sections
herein are inserted for the convenience of reference only and are not intended
to be a part of or to affect the meaning or interpretation of this Agreement.
SECTION 13.15 Exhibits and Schedules. The Exhibits and Schedules, if
any, shall be construed with and as an integral part of this Agreement to the
same extent as if the same had been set forth verbatim herein.
SECTION 13.16 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.
SECTION 13.17 Consent to Jurisdiction. Without limiting the provisions
of Article XII hereof, each of the parties irrevocably submits to the exclusive
jurisdiction of (a) the Supreme Court of the State of New York, New York County,
and (b) the United States District Court for the Southern District of New York,
for the purposes of any suit, action or other proceeding arising out of this
Agreement or any transaction contemplated hereby. Each of the parties agrees to
commence any action, suit or proceeding relating hereto either in the United
States District Court for the Southern District of New York or if such suit,
action or other proceeding may not be brought in such court for jurisdictional
reasons, in the Supreme Court of the State of New York, New York County. Each of
the parties further agrees that service of any process, summons, notice or
document by U.S. registered mail to such party's respective address set forth
above shall be effective service of process for any action, suit or proceeding
in New York with respect to any matters to which it has submitted to
jurisdiction in this Section 13.17. Each of the parties irrevocably and
unconditionally waives any objection to the laying of venue of any action, suit
or proceeding arising out of this Agreement or the transactions contemplated
hereby in (i) the Supreme Court of the State of New York, New York County, or
(ii) the United States District Court for the Southern District of New York, and
hereby further irrevocably and unconditionally waives and agrees not to plead or
claim in any such court that any such action, suit or proceeding brought in any
such court has been brought in an inconvenient forum.
SECTION 13.18 Severability. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby. The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions, the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.
SECTION 13.19 Governmental Notices; Cooperation. Notwithstanding
anything in this Agreement to the contrary, all actions contemplated herein with
respect to Employee Benefit
Plans which are to be consummated pursuant to this Agreement shall be subject to
such notices to, and/or approvals by, the Service (or any other governmental
agency or entity) as are required or deemed appropriate by such Employee Benefit
Plan's sponsor. Each of IMS Health and Synavant Inc. agrees to use its
commercially reasonable efforts to cause all such notices and/or approvals to be
filed or obtained, as the case may be. Each party hereto shall reasonably
cooperate with the other parties with respect to any government filings,
employee notices or any other actions reasonably necessary to maintain and
implement the Employee Benefit Plans covered by this Agreement.
SECTION 13.20 Further Assurances. From time to time, as and when
reasonably requested by any other party hereto, each party hereto shall execute
and deliver, or cause to be executed and delivered, all such documents and
instruments and shall take, or cause to be taken, all such further or other
actions as such other party may reasonably deem necessary or desirable to effect
the purposes of this Agreement and the transactions contemplated hereunder.
IN WITNESS WHEREOF, the parties have duly executed and entered into
this Agreement, as of the date first above written.
IMS HEALTH INCORPORATED
By: /s/ MATTHEW L. FRIEDMAN
---------------------------
Name: Matthew L. Friedman
Title: Vice President
SYNAVANT INC.
By: /s/ JAMES C. MALONE
---------------------------
Name: James C. Malone
Title: Vice President