Management’s Discussion and Analysis of Financial Condition and Results of Operations difference between the fair market value of the Cognizant Class B common stock at the time of the exchange offer and IMS Health’s adjusted basis in the Cognizant Class B common stock at that time. This tax liability could be a material amount. Cooper to resign as of the consummation of the exchange offer from their positions as directors of the Company and from any boards of directors of the Company’s subsidiaries on which they served. Indemnification. IMS Health and the Company have agreed to indemnifi- cation provisions in respect of the respective disclosure in the exchange offer documents, the conduct of the exchange offer and any failure to perform the Distribution Agreement. If a breach by the Company of the representations made by it to McDermott, Will & Emery in connection with its tax opinion or the covenants in the distribution agreement is the “but for” cause of the exchange offer either failing to qualify as a tax-free distribution under Section 355(a) of the Code or becoming taxable to IMS Health under Section 355(e) of the Code, then the Company has agreed to indemnify IMS Health and each member of the consolidated group of which IMS Health is a member from and against any liability, including any taxes, interest or penalties or additions to tax, that is imposed upon IMS Health or any member of its consolidated group as a result of the exchange offer becoming taxable under Section 355 of the Code. The Company will be entitled to rely upon certain representations made by IMS Health to McDermott, Will & Emery in connection with its tax opinion. In the event any of these representations are not true, correct or complete, the Company will not be obligated to indemnify IMS Health or the members of its consolidated group against any liability arising under Section 355 of the Code if the Company’s breach of a representation would not have resulted in this type of liability had all of IMS Health’s representations made in connection with McDermott, Will & Emery’s tax opinion been true, complete and correct. Joint and Several Undertakings. IMS Health requested, as a condition to the distribution of the Company’s shares in the exchange offer, that the Company agree to undertake to be jointly and severally liable to certain of IMS Health’s prior affiliates for liabilities arising out of or in connection with IMS Health’s business and the businesses of the Company and other successors to the businesses of Cognizant Corporation in accordance with the terms of the Distribution Agreement dated as of October 28, 1996, among Cognizant Corporation, which has been renamed Nielsen Media Research, Inc., The Dun & Bradstreet Corporation, which has been renamed the R.H. Donnelly Corporation and ACNielsen Corporation and related agreements. In addition, IMS Health is obligated to procure similar undertakings from the Company to Nielsen Media Research and Synavant Inc. with respect to liabilities allocated to IMS Health in connection with the Distribution Agreement, dated as of June 30, 1998, between Nielsen Media Research, Inc. and IMS Health and related agreements and the Distribution Agreement, dated as of August 31, 2000, between IMS Health and Synavant Inc. The Company has agreed to deliver these undertakings. However, subject to the general allocation of liabilities arising from the respective businesses of IMS Health and the Company, IMS Health has agreed to indemnify and reimburse the Company for liabilities incurred with respect to these undertakings. As a result of the representations made to McDermott, Will & Emery in connection with its tax opinion and the covenants in the Distribution Agreement, the acquisition of control of the Company during the two-year period following the exchange offer may be more difficult or less likely to occur because of the potential indemnification liability associated with a breach of these representations or covenants. In addition, the Company’s ability to undertake acquisitions and other transactions may be substan- tially restricted during the two-year period following the exchange offer. Commercial Arrangements. In addition to the Intercompany Services Agreement, IMS Health and the Company agreed to the continuation of certain commercial relationships between the companies for a period of at least three years. Other Relationships and Transactions In December 2001, the Company paid IMS Health a one-time fee of approximately $825,000 under an alliance agreement in which the Company was named “vendor of choice” for IT services to the pharmaceuti- cal industry. This agreement was negotiated between the parties on an arms-length basis.  Insurance. The Distribution Agreement includes provisions governing the administration of certain insurance programs and procedures for making claims and it also allocates the right to proceeds and the allocation of deductibles under these programs. Tax. The Distribution Agreement provides that IMS Health and the Company will comply with, and not take any action during the relevant time period that is inconsistent with, the representations made to and relied upon by McDermott, Will & Emery in connection with rendering its opinion regarding the U.S. federal income tax consequences of the exchange offer. In addition, the Company has a strategic business relationship with The TriZetto Group Inc. that includes helping its healthcare customers integrate TriZetto’s products with their existing information systems and, within TriZetto, supporting further development of these software applica- tions. As of December 31, 2002, IMS Health owned approximately 26.4% of the outstanding common stock of Trizetto. During 2002 the Company recorded revenues from TriZetto of approximately $2.6 million and expens- es related to TriZetto commissions and marketing fees of approximately $0.7 million. During 2001 the Company recorded revenues from TriZetto of approximately $401,000 and payments related to TriZetto commissions and marketing fees of approximately $1.0 million. In addition, under Section 355(e) of the Internal Revenue Code of 1986, as amended (the “Code”), the exchange offer will be taxable to IMS Health if the exchange offer is part of a plan or series of related transac- tions pursuant to which one or more persons acquire directly or indirectly stock representing a 50% or greater interest, based on either vote or value, in IMS Health or the Company. If IMS Health becomes subject to tax under Section 355(e) of the Code, its tax liability will be based upon the 21