-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MQ5nPJF9RmtQRfV7ivyzwfGYm3TQrvv8P5t9lFf4v0xqy4k6ijfLPjnao28eJll/ DkccZQa5f9SoUDelbNIHXA== /in/edgar/work/0000912057-00-044059/0000912057-00-044059.txt : 20001009 0000912057-00-044059.hdr.sgml : 20001009 ACCESSION NUMBER: 0000912057-00-044059 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001006 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIZETTO GROUP INC CENTRAL INDEX KEY: 0001092458 STANDARD INDUSTRIAL CLASSIFICATION: [7374 ] IRS NUMBER: 330761159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-58151 FILM NUMBER: 736057 BUSINESS ADDRESS: STREET 1: 567 NICHOLAS DRIVE SUITE 360 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9497192200 FORMER COMPANY: FORMER CONFORMED NAME: TRIZETTA GROUP INC DATE OF NAME CHANGE: 19990803 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IMS HEALTH INC CENTRAL INDEX KEY: 0001058083 STANDARD INDUSTRIAL CLASSIFICATION: [7374 ] IRS NUMBER: 061506026 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 NYALA FARMS CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2032224523 MAIL ADDRESS: STREET 1: 200 NYALA FARMS ROAD CITY: WESTPORT STATE: CT ZIP: 06880 SC 13D/A 1 a2027351zsc13da.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* The TriZetto Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 449934108 - -------------------------------------------------------------------------------- (CUSIP Number) General Counsel IMS Health Incorporated 200 Nyala Farms Westport, Connecticut 06880 (203) 222-3486 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 2, 2000 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. - -------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be Afiled@ for the purpose of Section 18 of the Securities Exchange Act of 1934 (the AAct@) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------------- CUSIP NO. 449934108 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON IMS Health Incorporated; I.R.S. Identification No. 06-1506026 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 12,142,857 SHARES ----------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH ----------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 12,142,857 WITH ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,142,857 shares - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.14% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER. This Amendment No. 2 to Schedule 13D (this "Statement") relates to the Common Stock, par value $0.001 per share (the "TriZetto Common Stock"), of The TriZetto Group, Inc. ("TriZetto"), a Delaware corporation, and amends and restates the statement on Schedule 13D filed by IMS Health Incorporated, a Delaware corporation ("IMS"), on May 19, 2000. The address of the principal executive office of TriZetto is: The TriZetto Group, Inc., 567 San Nicolas Drive, Suite 360, Newport Beach, California 92660. ITEM 2. IDENTITY AND BACKGROUND. (a)-(c); (f) The principal business address of IMS is: IMS Health Incorporated, 200 Nyala Farms, Westport, Connecticut 06880. IMS is a provider of information solutions to the pharmaceutical and healthcare industries. The name, business address, present principal occupation or employment, and the name and principal business of any corporation or other organization in which such employment is conducted of each of the directors and executive officers, as applicable, of IMS is set forth in Exhibit A hereto. Except as otherwise indicated in Exhibit A hereto, each person listed in Exhibit A hereto is a citizen of the United States. (d)-(e) During the last five years, none of IMS or, to the knowledge of IMS, any of the persons listed on Exhibit A hereto, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws, or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On October 2, 2000 IMS acquired beneficial ownership of the 12,142,857 shares of TriZetto Common Stock to which this Statement relates upon the consummation of the merger of Elbejay Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of TriZetto ("Merger Sub"), with and into ERISCO Managed Care Technologies, Inc., a New York corporation and a wholly owned subsidiary of IMS ("Erisco") (the "Merger") pursuant to the Agreement and Plan of Reorganization, dated as of May 16, 2000 (the "Merger Agreement"), among TriZetto, Merger Sub, IMS, and Erisco. For a description of the Merger, the Merger Agreement, and the transactions contemplated thereby, see "Item 4. Purpose of Transaction" below. A copy of the Merger Agreement is attached hereto as Exhibit B and was filed as Exhibit 2.1 to IMS's Current Report on Form 8-K, filed May 17, 2000, and Exhibit B is specifically incorporated herein by reference in response to this Item 3. ITEM 4. PURPOSE OF TRANSACTION. (a)-(j) Pursuant to Voting Agreements, dated as of May 16, 2000 (each, a "Voting Agreement", and collectively, the "Voting Agreements"), between IMS and certain stockholders of TriZetto as listed in Exhibit A to each Voting Agreement (the "Stockholders"), and an irrevocable proxy of each of the Stockholders, dated May 16, 2000 (each a "Proxy", and collectively, the "Proxies"), which was delivered by each Stockholder to IMS on May 16, 2000 in accordance with the Voting Agreements, IMS acquired beneficial ownership of 10,859,694 shares of TriZetto Common Stock. As a result of the consummation of the transactions contemplated by the Merger Agreement, (i) IMS no longer has beneficial ownership of any shares of TriZetto Common Stock pursuant to the Voting Agreements and the Proxies, and (ii) IMS acquired beneficial ownership of 12,142,857 shares of TriZetto Common Stock as consideration for the Merger. The purpose of the transactions contemplated by the Merger Agreement and IMS's beneficial ownership of TriZetto Common Stock are described below. Except as otherwise provided in this Statement, capitalized terms that are used but not otherwise defined in this Statement shall have the meaning assigned to such terms in the Merger Agreement which is incorporated herein by reference in its entirety. I. BENEFICIAL OWNERSHIP OF TRIZETTO COMMON STOCK RELATED TO THE MERGER Upon the consummation of the Merger and the transactions contemplated by the Merger Agreement, IMS acquired beneficial ownership of 12,142,857 shares of TriZetto Common Stock. The transactions contemplated by the Merger Agreement are summarized as follows: On May 16, 2000, TriZetto, Merger Sub, IMS, and Erisco entered into the Merger Agreement, pursuant to which Merger Sub would merge with and into Erisco, and Erisco would become a wholly owned subsidiary of TriZetto. In addition, by execution of the Merger Agreement, IMS and TriZetto agreed to terminate without liability the Agreement and Plan of Reorganization, dated as of March 28, 2000, between IMS and TriZetto (the "Original Merger Agreement"), that provided for the merger of IMS with and into TriZetto. By their terms, the original Voting Agreements and original Proxies contemplated by the Original Merger Agreement were terminated upon termination of the Original Merger Agreement. The issuance of TriZetto Common Stock to IMS in connection with the transactions outlined above was submitted for approval, and was approved, by TriZetto's stockholders on September 27, 2000, and the consummation of the Merger and the transactions contemplated by the Merger Agreement took place on October 2, 2000. The Merger is intended to be tax-free to both IMS and TriZetto stockholders and will be accounted for as a purchase of Erisco by TriZetto. As contemplated by the Merger Agreement, IMS designated one director-nominee, Victoria B. Fash, President and Chief Executive Officer of IMS, to the TriZetto board of directors. Additionally, as contemplated by the Merger Agreement, IMS and TriZetto entered into a Stockholder Agreement and a Registration Rights Agreement in the forms attached as exhibits to the Merger Agreement, and a Transitional Services Agreement, Data Rights Agreement, and HealthWeb License Agreement in accordance with the principal terms set forth in the Merger Agreement. The Stockholder Agreement imposes certain restrictions on IMS. These restrictions include, without limitation: (i) a standstill provision restricting IMS from, among other things, acquiring additional shares of TriZetto Common Stock until the earlier of the fourth anniversary of the Closing Date, or the date on which a Change of Control (as defined in the Stockholder Agreement) of TriZetto shall have occurred or TriZetto shall have publicly announced its willingness to consider a transaction that would constitute a Change of Control (as defined in the Stockholder Agreement); (ii) a share transfer restriction that limits transfers of TriZetto Common Stock by IMS until the earlier of the date two years after the Closing Date, the date on which IMS beneficially owns less than 10% of the outstanding TriZetto Common Stock measured as of the Closing Date, or the date on which a Change of Control of TriZetto shall have occurred; (iii) a right of first refusal for TriZetto on transfers by IMS of more than 10% of the outstanding TriZetto Common Stock measured as of the time of the transfer commencing upon the termination of the share transfer restriction period and continuing until the date on which IMS beneficially owns less than 10% of the outstanding TriZetto Common Stock measured as of the Closing Date (unless a Change of Control (as defined in the Stockholder Agreement) of TriZetto shall have occurred); and (iv) a right of first offer for TriZetto on any transfer of TriZetto Common Stock by IMS commencing upon the termination of the share transfer restriction period and continuing until the date on which IMS beneficially owns less than 10% of the outstanding TriZetto Common Stock measured as of the Closing Date (unless a Change of Control (as defined in the Stockholder Agreement) of TriZetto shall have occurred). The Stockholder Agreement also grants IMS, for so long as IMS beneficially owns more than 10% of the outstanding TriZetto Common Stock measured as of the Closing Date, (i) the right to designate one director-nominee to the TriZetto Board of Directors and (ii) consent rights regarding certain transactions by TriZetto, subject, in each case, to earlier termination of such rights upon the occurrence of certain events. Pursuant to the Registration Rights Agreement, IMS will be granted registration rights in respect of the shares of TriZetto Common Stock issued to IMS in connection with the Merger. Additionally, pursuant to Section 6.14 of the Merger Agreement, TriZetto has adopted a Stockholder Protection Rights Agreement as set forth more fully in the Merger Agreement. The foregoing descriptions of the Merger Agreement, the Stockholder Agreement, and the Registration Rights Agreement, are qualified in their entirety by reference to the respective agreements, copies of which are Exhibits B through D hereto. The Merger Agreement, the Stockholder Agreement and the Registration Rights Agreement are specifically incorporated herein by reference in response to this Item 4. Except as set forth in this Statement, the Merger Agreement, the Stockholder Agreement and the Registration Rights Agreement, none of IMS or, to the best of IMS's knowledge, any of the individuals named in Exhibit A hereto, has any plans or proposals which relate to or which would result in or relate to any of the actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D. IMS may, however, acquire or sell shares of TriZetto Common Stock from time to time in accordance with the Stockholder Agreement and the Registration Rights Agreement. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. (a) IMS beneficially owns 12,142,857 shares of TriZetto Common Stock representing, based on TriZetto's report on Form 10-Q for the quarter ended June 30, 2000, approximately 36.14% of the outstanding shares of TriZetto Common Stock. Except as set forth in this Item 5, none of IMS or, to the best of IMS's knowledge, any of the individuals named in Exhibit A hereto beneficially owns any shares of TriZetto Common Stock. (b) IMS has sole power to vote and sole power to dispose of 12,142,857 shares of TriZetto Common Stock. (c) Except with respect to the transactions contemplated by the Merger Agreement, which is described in response to Item 4 above and incorporated herein by reference, none of IMS, or to the best of IMS's knowledge, any of the individuals named in Exhibit A hereto, has effected any transaction in TriZetto Common Stock during the past 60 days. The description of the transactions contemplated by the Merger Agreement in Item 4 is qualified in its entirety by reference to the respective agreements and documents, as the case may be. A copy of the Merger Agreement is Exhibit B hereto. (d) Except as set forth in this Item 5, no other person is known by IMS to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the TriZetto Common Stock beneficially owned by IMS. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. See "Item 4. Purpose of Transaction" for a description of the Merger Agreement, the Stockholder Agreement, the Registration Rights Agreement, and the Original Merger Agreement, which are qualified in their entirety by reference to the respective agreements and documents, as the case may be. Copies of the Merger Agreement, Stockholder Agreement and Registration Right Agreement, are filed herewith as Exhibits B through D, respectively. Copies of the Original Merger Agreement and the exhibits thereto were filed with IMS's Current Report on Form 8-K filed March 31, 2000. Exhibits B through D, IMS's Current Report on Form 8-K filed May 17, 2000, and IMS's Current Report on Form 8-K filed March 31, 2000 are specifically incorporated herein by reference in answer to this Item 6. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A Directors and Executive Officers of IMS Health Incorporated. Exhibit B Agreement and Plan of Reorganization, dated as of May 16, 2000, by and among The TriZetto Group, Elbejay Acquisition Corp., IMS Health Incorporated, and ERISCO Managed Care Technologies (previously filed as Exhibit 2.1 to IMS's Current Report on Form 8-K, filed May 17, 2000). Exhibit C Stockholder Agreement, dated as of October 2, 2000, by and between The TriZetto Group, Inc. and IMS Health Incorporated. Exhibit D Registration Rights Agreement, dated as of October 2, 2000, by and between The TriZetto Group, Inc. and IMS Health Incorporated. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: October 6, 2000 IMS HEALTH INCORPORATED By: /S/ JAMES C. MALONE --------------------------------- Name: James C. Malone Title: Chief Financial Officer EX-99.A 2 a2027351zex-99_a.txt EXHIBIT 99.A EXHIBIT A DIRECTORS AND EXECUTIVE OFFICERS OF IMS HEALTH INCORPORATED The name, present principal occupation or employment, and the name of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of IMS Health Incorporated ("IMS") is set forth below. Except as set forth below each of the directors and executive officers is a citizen of the United States. The business address of each director and officer is IMS Health Incorporated, 200 Nyala Farms, Westport, CT 06880. Unless otherwise indicated, each occupation set forth opposite an executive officer's name refers to employment with IMS. Name and Business Present Principal Occupation or Employment - ----------------- ---------------------------------------------- Directors - --------- Clifford L. Alexander, Jr. President, Alexander & Associates, Inc., Washington, DC Victoria R. Fash President and Chief Executive Officer, IMS Health Incorporated John P. Imlay, Jr. Chairman, Imlay Investments, Inc., Atlanta, Georgia Robert J. Kamerschen Chairman and Chief Executive Officer, DIMAC Marketing Corporation, Windsor, CT Robert J. Lanigan Chairman Emeritus, Owens-Illinois, Toledo, OH, Limited Partner, Palladium Equity Partners, New York, New York H. Eugene Lockhart President and Chief Executive Officer, The New Power Company, Greenwich, CT M. Bernard Puckett Private Investor, Laguna Beach, CA William C. Van Faasen President and Chief Executive Officer, Blue Cross and Blue Shield of Massachusetts, Boston, MA Robert E. Weissman Chairman, IMS Health Incorporated Name and Business Present Principal Occupation or Employment - ----------------- ---------------------------------------------- Executive Officers - ------------------ Victoria R. Fash President and Chief Executive Officer Matthew L. Friedman Vice President and Treasurer James C. Malone Chief Financial Officer David H. Owen* Senior Vice President - Global Human Resources David Stevens* Senior Vice President - General Counsel and Corporate Secretary Robert E. Weissman Chairman - -------- * Citizen of the United Kingdom EX-99.C 3 a2027351zex-99_c.txt EXHIBIT 99.C EXHIBIT C STOCKHOLDER AGREEMENT THIS STOCKHOLDER AGREEMENT (this "AGREEMENT") is entered into as of October 2, 2000, by and between The TriZetto Group, Inc., a Delaware corporation ("TRIZETTO"), and IMS Health Incorporated, a Delaware corporation ("IMS"). WHEREAS, TriZetto, Elbejay Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of TriZetto ("MERGER SUB"), IMS and ERISCO Managed Care Technologies, Inc., a New York corporation and wholly owned subsidiary of IMS ("ERISCO"), have entered into an Agreement and Plan of Reorganization, dated as of May 16, 2000 (the "MERGER AGREEMENT"), providing for, among other things, the merger of Erisco with and into Merger Sub (the "MERGER"); WHEREAS, the respective boards of directors of each of TriZetto and IMS have approved this Agreement; WHEREAS, in connection with the Merger, TriZetto will issue shares of capital stock of TriZetto to IMS; WHEREAS, concurrently with the execution and delivery of this Agreement, the parties hereto are entering into a Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT") with respect to the shares of capital stock of TriZetto to be issued to IMS in connection with the Merger; WHEREAS, the execution and delivery of this Agreement by the parties hereto is a condition to the consummation of the Merger; and WHEREAS, the parties hereto desire to make certain representations, warranties, covenants and agreements as provided in this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. CERTAIN DEFINITIONS. (a) Capitalized terms that are used but not otherwise defined herein shall have the meanings given to them in the Merger Agreement. (b) For the purposes of this Agreement, the following terms shall have the following meanings: "AFFILIATE" and "ASSOCIATE" when used with reference to any Person shall have the meanings assigned to such terms in Rule 12b-2 of the Exchange Act as in effect of the date hereof; PROVIDED, that TriZetto and its Subsidiaries and the officers and directors of TriZetto and its Subsidiaries who are not the IMS Director and who are not directors or officers of IMS or any of its Subsidiaries shall not, solely as a result of holding such office of TriZetto or any of its Subsidiaries, be deemed Affiliates or Associates of IMS for purposes of this Agreement. A Person shall be deemed the "BENEFICIAL OWNER", and to have "BENEFICIAL OWNERSHIP" of, and to "BENEFICIALLY OWN," any securities as to which such Person is or may be deemed to be the beneficial owner pursuant to Rule 13d-3 and 13d-5 under the Exchange Act, as such rules are in effect on the date of this Agreement, as well as any securities as to which such Person has the right to become the Beneficial Owner (whether such right is exercisable immediately or only after the passage of time or the occurrence of conditions) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a BONA FIDE public offering of securities), or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; PROVIDED, HOWEVER, that no Person shall be deemed the "Beneficial Owner" or to have "Beneficial Ownership" of, or to "Beneficially Own," any Shares solely by virtue of the rights set forth in Section 6; PROVIDED, FURTHER, that a Person shall not be deemed the "Beneficial Owner", or to have "Beneficial Ownership" of, or to "Beneficially Own", any Shares (i) solely because such Shares have been tendered pursuant to a tender or exchange offer made by such Person, or any of such Person's Affiliates or Associates, until such tendered Shares are accepted for payment or exchange or (ii) solely because such Person, or any of such Person's Affiliates or Associates, has or shares the power to vote or direct the voting of such Shares pursuant to a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations under the Exchange Act, except if such power (or the arrangements relating thereto) is then reportable under Item 6 of Schedule 13D under the Exchange Act (or any similar provision of a comparable or successor report). For purposes of this Agreement, in determining the percentage of the outstanding Shares with respect to which a Person is the Beneficial Owner, all Shares as to which such Person is deemed the Beneficial Owner shall be deemed outstanding. "BOARD" shall mean the Board of Directors of TriZetto. "CHANGE OF CONTROL" shall mean, with respect to any party, any transaction or event in connection with a plan pursuant to which (i) all or substantially all of the assets of or (ii) equity interests in such party that have the power to cast at least 50% of the votes entitled to be cast in elections of directors (or similar officials) of such party, shall be exchanged for, converted into or acquired for or constitute the right to receive securities, cash or other property (whether by means of a tender or exchange offer, reclassification, consolidation, merger, sale or other disposition of such assets or such equity interests, compulsory exchange of equity interests, liquidation or otherwise). In the case of a Change in Control effected through a series of transactions or events, such Change in Control shall be deemed to have occurred when (i) substantially all of the assets of such party or (ii) equity interests in such party that have the power to cast at least 50% of the votes entitled to be cast in elections of directors (or similar officials) of 2 such party, shall be exchanged for, converted into or acquired for or constitute the right to receive securities, cash or other property. "GROUP" shall have the meaning assigned to such term in Rule 13d-5 under the Exchange Act as in effect on the date hereof. "MINIMUM SHARE PERCENTAGE" shall mean, as of any date, 10% of the Outstanding Shares as of such date. "OUTSTANDING SHARES" shall mean, as of any date, the issued and outstanding Shares as of such date, excluding any treasury Shares. "PERMITTED TRANSFER" shall have the meaning set forth in Section 5. "SHARES" shall mean TriZetto Common Stock and any other shares of common stock of TriZetto. "SUBSIDIARY" shall mean, with respect to any Person, any entity at least 50% of the Voting Securities of which are owned directly or indirectly by such Person. "TRIZETTO COMMON STOCK" shall mean the Common Stock, par value $0.001 per share, of TriZetto. "TRANSFER" shall mean any direct or indirect sale, transfer, assignment, pledge, hypothecation, mortgage, or other disposition or encumbrance, PROVIDED, that a Transfer shall not include any sale, transfer, assignment, or other disposition by operation or succession of law, merger or otherwise. "VOTING SECURITIES" shall mean any securities entitled to vote in the ordinary course in the election of directors or of Persons serving in a similar governing capacity of any partnership, limited liability company or other entity, including the voting rights attached to such securities. 2. REPRESENTATIONS OF IMS. As of the date hereof, IMS represents and warrants to TriZetto that: (a) IMS does not Beneficially Own any Shares other than those Shares to be issued to IMS in connection with the Merger; (b) IMS has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by IMS have been duly authorized by all necessary corporate action on the part of IMS; 3 (c) this Agreement has been duly executed and delivered by IMS and is the valid and binding obligation of IMS, enforceable in accordance with its terms, except that such enforceability may be subject to the Bankruptcy and Equity Exception; (d) no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained by IMS in connection with the execution and delivery of this Agreement, except those that have been made or obtained or where the failure to obtain such consents, approvals, orders, authorizations, registrations, declarations or filings, would not prevent IMS from performing its obligations under this Agreement or the Merger Agreement and is not reasonably likely to have a Material Adverse Effect on IMS or Erisco; and (e) neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby nor compliance with the provisions hereof will conflict with, or result in any violations of, or cause a breach or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in, or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of IMS or Erisco under, any term, condition or provision of (A) the certificate of incorporation or bylaws of IMS or (B) any Contract, permit, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to IMS or Erisco or their respective properties or assets, other than any such conflicts, violations, defaults, losses, liens, security interests, charges, or encumbrances which, individually or in the aggregate, would not prevent IMS from performing its obligations under this Agreement or the Merger Agreement and is not reasonably likely to have a Material Adverse Effect on IMS or Erisco. 3. REPRESENTATIONS OF TRIZETTO. As of the date hereof, TriZetto represents and warrants to IMS that: (a) TriZetto has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by TriZetto and the consummation by TriZetto of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of TriZetto; (b) this Agreement has been duly executed and delivered by TriZetto and is the valid and binding obligation of TriZetto, enforceable in accordance with its terms, except that such enforceability may be subject to the Bankruptcy and Equity Exception; (c) no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained by TriZetto or any of the TriZetto Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except those that have been made or obtained or where the failure to obtain such consents, approvals, orders, authorizations, registrations, declarations or filings, would not prevent TriZetto 4 from performing its obligations under this Agreement or the Merger Agreement and is not reasonably likely to have a Material Adverse Effect on TriZetto; and (d) neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby nor compliance with the provisions hereof will conflict with, or result in any violations of, or cause a breach or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in, or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of TriZetto or any of the TriZetto Subsidiaries under, any term, condition or provision of (A) the certificate or articles of incorporation or bylaws of TriZetto or any of the TriZetto Subsidiaries or (B) any Contract, permit, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to TriZetto or any of the TriZetto Subsidiaries or their respective properties or assets, other than any such conflicts, violations, defaults, losses, liens, security interests, charges or encumbrances which, individually or in the aggregate would not prevent TriZetto from performing its obligations under this Agreement or the Merger Agreement and is not reasonably likely to have a Material Adverse Effect on TriZetto. 4. STANDSTILL PROVISIONS. 4.1 From the date hereof until the earlier of (i) the fourth anniversary of the Closing Date or (ii) the date on which (A) a Change of Control of TriZetto shall have occurred, or (B) TriZetto shall have publicly announced, directly or indirectly, its willingness to consider a transaction that would constitute a Change of Control of TriZetto, IMS, without the prior written consent of TriZetto, shall not, and shall not suffer or permit any Subsidiaries of IMS to, whether acting alone or in concert with others: (a) initiate or propose any stockholder proposal or participate in the making of, or solicit stockholders for the approval of, one or more stockholder proposals relating to TriZetto; (b) seek the removal of any directors or a change in the composition or size of the Board; (c) form, join or participate in a Group with respect to any Shares, other than a Group consisting solely of IMS and Affiliates or Associates of IMS; (d) deposit any Shares into a voting trust or (except as provided in this Agreement) subject any Shares to any arrangement or agreement with respect to the voting or Transfer thereof, other than any such trust, arrangement or agreement (i) the only parties to or beneficiaries of which are IMS or any Affiliates or Associates of IMS and (ii) the terms of which prohibit any party thereto from acting in a manner inconsistent with this Agreement; PROVIDED, that all of the Shares deposited into any such trust or 5 subjected to any such arrangement or agreement shall be deemed to be Beneficially Owned by IMS or Affiliates or Associates of IMS for all purposes of this Agreement; (e) except for Shares issued to IMS in connection with the Merger, acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase, gift or otherwise, Beneficial Ownership of any Shares (the "STOCK LIMITATION"); or (f) make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are used in the rules or regulations of the Securities Exchange Commission) to vote, or seek to advise or influence any person or entity with respect to the voting of, any Voting Securities of TriZetto; (g) make any public announcement with respect to, or submit a proposal for, or offer of (with or without conditions), any merger, business combination, recapitalization, restructuring, liquidation or other extraordinary transaction involving TriZetto or its securities or assets; (h) take any action which might force TriZetto to make a public announcement regarding any of the types of matters set forth in paragraphs (a) through (g) above; (i) enter into discussions or arrangements with any third party with respect to any of the foregoing; (j) request publicly TriZetto or any of its Affiliates or Associates, directly or indirectly, to amend or waive any provision of this Section 4; or (k) advise, assist (including by knowingly providing or arranging financing for that purpose) or knowingly encourage, induce or attempt to encourage or induce any other Person to take any actions referred to in the foregoing paragraphs (a) through (j). 4.2 No violation of Section 4.1(e) shall be deemed to occur as a result of the acquisition by IMS, or any Affiliate or Associate of IMS, of Beneficial Ownership of Shares in excess of the Stock Limitation (i) as a result of (A) any stock repurchase or similar transaction undertaken by TriZetto or its Affiliates that shall cause IMS's percentage ownership in the Shares to exceed the Stock Limitation even though the number of Shares Beneficially Owned by IMS and its Affiliates and Associates remains unchanged; (B) any acquisition of Voting Securities of another corporation by IMS or any Affiliate or Associate of IMS in a BONA FIDE acquisition of a business, the primary purpose of which is not to acquire Shares, which results in IMS or any such Affiliate or Associate becoming the Beneficial Owner of additional Shares; or (C) any stock split, stock dividend or other distribution relating to Shares; or (ii) in the event that TriZetto invites, requests or otherwise solicits IMS or any of its Affiliates or Associates to acquire, offer to acquire or agree to acquire, by purchase or otherwise, Beneficial Ownership of such Shares. 6 4.3 The provisions of Section 4.1 shall apply to and be binding upon any Person to whom IMS Transfers Beneficial Ownership of Shares representing at least the Minimum Share Percentage as of the date of such Transfer. As a condition to any Transfer referred to in the immediately preceding sentence, such Transferee shall, prior to such Transfer, agree in writing to be bound by the provisions of this Agreement. Any such Transfer without compliance with the immediately preceding sentence shall be null and void and such transferee shall acquire no rights with respect to such Shares. 5. SHARE TRANSFERS. 5.1 From the date hereof until the earlier of (i) the date two (2) years after the Closing Date, (ii) the date on which IMS ceases to Beneficially Own a number of Shares at least equal to ten percent (10%) of the Outstanding Shares as of the Closing Date, or (iii) the date on which a Change of Control of TriZetto shall have occurred (the "RESTRICTED PERIOD"), IMS shall not, without the prior written consent of TriZetto, Transfer any Shares that are Beneficially Owned by IMS, except for a Transfer that complies with any of the following subsections (each such Transfer, a "PERMITTED TRANSFER"): (a) a Transfer of all or any of such Shares to any Affiliate of IMS; PROVIDED, that contemporaneously with any such Transfer, such Affiliate becomes a party to a counterpart of this Agreement; (b) a Transfer of all or any of such Shares in a BONA FIDE pledge of such Shares to a financial institution to secure borrowings as permitted by applicable Law; PROVIDED, that contemporaneously with such pledge such financial institution agrees with TriZetto that upon any foreclosure on such pledge it, and any transferee pursuant to any disposition following default, shall be bound by the obligations of IMS under this Agreement; or (c) a Transfer of all or any of such Shares to any Person who has commenced a tender or exchange offer for Shares that the Board has recommended that the holders of Shares accept. 6. RIGHT OF FIRST REFUSAL 6.1 For the period commencing upon the termination of the Restricted Period and continuing until the date on which IMS ceases to Beneficially Own a number of Shares at least equal to ten percent (10%) of the Outstanding Shares as of the Closing Date (the "RIGHT OF FIRST REFUSAL PERIOD") (unless at any time after the date of this Agreement a Change of Control of TriZetto shall have occurred), if IMS or any of its Affiliates propose to Transfer Beneficial Ownership of (i) Shares representing in the aggregate at least the Minimum Share Percentage as of the dateof the Right of First Refusal Notice (as defined in Section 6.1(a)), or (ii) Shares, together with all other Shares Beneficially Owned by the transferee, would result in such transferee having in the aggregate Beneficial Ownership of at least the Minimum Share Percentage as of the 7 date of the First Refusal Notice, it shall give TriZetto the opportunity, in the following manner, to purchase such Shares and shall not effect any proposed Transfer without complying with the following procedures: (a) NOTICE; IRREVOCABLE OFFER. IMS shall give written notice (the "RIGHT OF FIRST REFUSAL NOTICE") to TriZetto of its or any of its Affiliates' intent to Transfer such Shares, the number of Shares proposed to be Transferred (the "FIRST REFUSAL SHARES") and the price, the identity of proposed transferees, proposed payment terms and other terms (the "OFFER TERMS") on which IMS or such Affiliate proposes to Transfer such Shares. Each Right of First Refusal Notice shall constitute an irrevocable offer by IMS or such Affiliate to sell to TriZetto the First Refusal Shares on the Offer Terms and the other terms and conditions set forth in this Section 6. (b) EXERCISE; CLOSING. TriZetto shall have the right to purchase all but not less than all of the First Refusal Shares on the Offer Terms; PROVIDED that TriZetto shall be required to pay all consideration for the First Refusal Shares in cash in the event that the Offer Terms include any non-cash consideration. The cash payable with respect to any non-cash consideration shall be the fair market value of such non-cash consideration as mutually agreed by the parties. TriZetto may exercise such right by giving written notice (a "TRIZETTO ACCEPTANCE NOTICE") to IMS, within 20 days after the date of receipt by TriZetto of a Right of First Refusal Notice, which shall state that TriZetto is electing to purchase all of the First Refusal Shares on the Offered Terms. The TriZetto Acceptance Notice shall constitute an irrevocable commitment to purchase from IMS or such Affiliate the First Refusal Shares on the Offer Terms and the other terms and conditions set forth in this Section 6. The closing of any purchase by and sale to TriZetto of the First Refusal Shares shall take place, to the extent legally practicable, on such date that is no less than 5 and no more than 30 days following the date of the TriZetto Acceptance Notice, as TriZetto and IMS shall mutually agree. The closing shall be held at 10:00 a.m., local time, at the principal office of TriZetto. At such closing: (i) IMS shall deliver to TriZetto certificates representing the First Refusal Shares being sold (or affidavits of loss in lieu thereof), free and clear of any Lien; (ii) TriZetto shall deliver to IMS the cash consideration to be paid for such First Refusal Shares in accordance with this Section 6.1(b); and (iii) IMS and TriZetto shall execute or cause to be executed such other documents and take or cause to be taken such other actions as shall be reasonably necessary to consummate the purchase and sale of the First Refusal Shares on the terms contemplated by the Offer Terms and the other terms and conditions set forth in this Section. TriZetto and IMS each will pay any costs that it incurs in complying with the obligations set forth in this paragraph. (c) NON-EXERCISE. If TriZetto fails to elect to purchase all the First Refusal Shares within the 20-day time period specified in paragraph (b) of this Section, then IMS or such Affiliate (i) shall be under no obligation to sell any of the First Refusal Shares to TriZetto, unless IMS or such Affiliate so elects, and (ii) may, within a period of 120 days from and after the date of the Right of First Refusal Notice, Transfer all or less than all of the First Refusal Shares to a proposed transferee for a price and on terms and 8 conditions not materially less favorable to IMS or such Affiliate than those set forth in the Offer Terms. (d) SUBSEQUENT APPLICATION. If TriZetto does not elect to purchase all the First Refusal Shares on the Offer Terms and IMS or such Affiliate shall not have consummated the Transfer of all of the First Refusal Shares to a third party or third parties prior to the expiration of the 120-day period specified in the foregoing paragraph (c), then the provisions of this Section 6 shall again apply, and IMS or such Affiliate shall not Transfer any of such First Refusal Shares not so Transferred during the Right of First Refusal Period without again complying with this Section. 6.2 The obligations of IMS and its Affiliates pursuant to this Section 6 shall not apply to (i) any Permitted Transfer and (ii) a Transfer of all or any of such Shares in a BONA FIDE firm commitment public offering registered under the Securities Act of 1933, as amended, PROVIDED that IMS will use its reasonable best efforts, and will instruct the managing underwriters to use their reasonable best efforts, to achieve a broad public distribution of the Shares. 6.3 TriZetto may assign its rights under this Section 6 if (i) TriZetto desires to exercise such rights and (ii) TriZetto is prohibited from exercising such rights under applicable Delaware law. 7. RIGHT OF FIRST OFFER. 7.1 During the Right of First Refusal Period (unless at any time after the date of this Agreement a Change of Control of TriZetto shall have occurred), if IMS or any of its Affiliates proposes to Transfer Beneficial Ownership of any Shares, IMS or such Affiliate shall comply with the following procedures: (a) NOTICE; CONSULTATION. IMS or such Affiliate shall give written notice (the "FIRST OFFER Notice") to TriZetto of its intent to Transfer such Shares and the number of Shares proposed to be Transferred (the "FIRST OFFER SHARES") and, if known, the proposed transferee. For a period of 20 days following TriZetto's receipt of a First Offer Notice, IMS or such Affiliate shall discuss in good faith with TriZetto the possibility of effecting such a transaction with TriZetto, and during such 20-day period, IMS or such Affiliate shall negotiate in good faith and exclusively with TriZetto to determine whether it is possible to agree to such a transaction with TriZetto, but neither party shall be obligated to enter into any agreement to do so. (b) TRIZETTO OFFER; ACCEPTANCE. In the event that IMS or such Affiliate and TriZetto shall not have agreed on the terms of a transaction with respect to the First Offer Shares, TriZetto shall, at or prior to the conclusion of such 20-day period, deliver to IMS either (i) a statement of TriZetto's final offer price with respect to the First Offer Shares (a "TRIZETTO OFFER NOTICE"), which notice shall constitute an irrevocable offer by TriZetto to IMS or such Affiliate to acquire all of the First Offer Shares in cash at such price, or (ii) a written notice stating that TriZetto is not interested in making a final offer 9 for the First Offer Shares (a "TRIZETTO REJECTION NOTICE"). In the event that IMS or such Affiliate elects to sell the First Offer Shares to TriZetto pursuant to the TriZetto Offer Notice, it shall provide written notice to such effect (an "IMS ACCEPTANCE NOTICE") to TriZetto within 2 days of receipt of the TriZetto Offer Notice. The closing of any purchase by and sale to TriZetto of the First Offer Shares shall take place, to the extent legally practicable, on such date that is no less than 5 and no more than 30 days following the date of the IMS Acceptance Notice, as TriZetto and IMS or such Affiliate shall mutually agree. The closing shall be held at 10:00 a.m., local time, at the principal office of TriZetto. At such closing: (i) IMS or such Affiliate shall deliver to TriZetto certificates representing the First Offer Shares being sold (or affidavits of loss in lieu thereof), free and clear of any Lien; (ii) TriZetto shall deliver to IMS or such Affiliate the cash consideration to be paid for such First Offer Shares in accordance with the TriZetto Offer Notice; and (iii) IMS or such Affiliate and TriZetto shall execute or cause to be executed such other documents and take or cause to be taken such other actions as shall be reasonably necessary to consummate the purchase and sale of the First Offer Shares on the terms contemplated by the TriZetto Offer Notice and the other terms and conditions set forth in this Section. TriZetto and IMS or such Affiliate each will pay any costs that it incurs in complying with the obligations set forth in this paragraph. In the event that IMS or such Affiliate elects not to sell the First Offer Shares to TriZetto pursuant to the TriZetto Offer Notice, it shall provide written notice to such effect (an "IMS REJECTION NOTICE") within 2 days of receipt of the TriZetto Offer Notice. (c) TRANSFERS TO THIRD PARTIES. In the event that the First Offer Shares are not acquired by TriZetto pursuant to Sections 7.1(a) or 7.1(b), for a period of one hundred twenty (120) days from the date of delivery of either (i) an IMS Rejection Notice or (ii) a TriZetto Rejection Notice, IMS or such Affiliate shall be free to negotiate and to initiate and hold discussions with other potential purchasers, and to consummate a sale of any or all of the First Offer Shares to one or more third parties; PROVIDED, HOWEVER, that if TriZetto has delivered a TriZetto Offer Notice, the purchase price of such First Offer Shares payable by each such third party must be at least equal to the purchase price thereof set forth in such TriZetto Offer Notice, and all other terms and conditions shall not be materially less favorable to IMS or such Affiliate than those contained in the TriZetto Offer Notice; PROVIDED, FURTHER, that if the closing of any such purchase is subject to the making of any necessary filings with, the expiration of any applicable waiting periods imposed by, or obtaining any approvals from, any Governmental Entities, such purchase may be consummated at any time prior to 20 days after the expiration of such waiting period or the granting of such consent or approval, as the case may be. (d) SUBSEQUENT APPLICATION. If IMS or such Affiliate shall not have consummated the Transfer of all of the First Offer Shares prior to the expiration of the period specified in the foregoing paragraph (c), then the provisions of this Section 7 shall again apply, and IMS or such Affiliate shall not Transfer any of such Shares without again complying with this Section. 10 7.2 The obligations of IMS and its Affiliates pursuant to this Section 7 shall not apply to (i) any Permitted Transfer and (ii) a Transfer of all or any of such Shares in a BONA FIDE firm commitment public offering registered under the Securities Act of 1933, as amended, PROVIDED that IMS will use its reasonable best efforts, and will instruct the managing underwriters to use their reasonable best efforts, to achieve a broad public distribution of the Shares. 8. BOARD REPRESENTATION. 8.1 IMS DIRECTOR. As long as IMS Beneficially Owns a number of Shares at least equal to ten percent (10%) of the Outstanding Shares as of the Closing Date, IMS shall be entitled to designate one individual (the "IMS DIRECTOR") to be a Class II member of the Board. In the event that IMS shall at any time cease to Beneficially Own a number of Shares at least equal to ten percent (10%) of the Outstanding Shares as of the Closing Date, IMS shall thenceforth not be entitled to designate an IMS Director under this Section 8; PROVIDED, that the IMS Director shall remain a member of the Board until the natural expiration of the IMS Director's term. Prior to each meeting of TriZetto's stockholders for the election of directors to the Board at which the term of the incumbent IMS Director is to expire, IMS shall give reasonable advance written notice to TriZetto prior to the mailing of the proxy statement relating to such matters requesting that TriZetto include, and TriZetto shall include, the IMS Director as a nominee for the slate of directors to be elected to the Board. IMS shall designate an individual reasonably acceptable to TriZetto as the IMS Director, PROVIDED that as long as the Chief Executive Officer ("CEO") of IMS as of the signing of the Merger Agreement is an executive officer of IMS, such CEO shall be the individual designated by IMS as the IMS Director. 8.2 EFFORTS TO NOMINATE AND ELECT IMS DIRECTOR. TriZetto shall nominate and use its reasonable best efforts to take and cause to be taken all necessary action (corporate and other) to cause the election to the Board of the IMS Director. 8.3 In the event of consummation of either a transaction with, or a tender or exchange offer by, any of the entities listed on Schedule 8.3 hereto or any of their respective successors or Affiliates which results in a Change of Control of IMS, or in the event of the acquisition of a majority equity interest in any of the entities listed on Schedule 8.3 or any of their respective successors or Affiliates by IMS, IMS's right to designate the IMS Director shall immediately terminate, and IMS shall cause the then current IMS Director to immediately resign from the Board. 9. MATTERS REQUIRING CONSENT OF IMS. For so long as IMS Beneficially Owns a number of Shares at least equal to ten percent (10%) of the Outstanding Shares as of the Closing Date, except as set forth on Schedule 9(a) hereto, TriZetto shall not, and shall cause its Affiliates and Associates not to, without the prior written consent of IMS (which can be withheld for any reason), enter into, consummate, agree to or approve any merger, consolidation, purchase or sale of assets or equity 11 interests, business combination or similar transaction, or any equity-based joint venture or similar transaction, with any of the entities set forth on Schedule 9(b) hereto; PROVIDED, HOWEVER, that such consent will not be required if the Board of Directors of TriZetto shall have determined, after consultation with its outside legal counsel, that TriZetto is required to enter into, consummate, agree to or approve any such transaction pursuant to its fiduciary duties under applicable law. In the event that IMS shall enter into, consummate, agree to or approve any merger, consolidation, purchase or sale of assets or equity interests, business combination or similar transaction, or any equity-based joint venture or similar transaction, with any of the entities set forth on Schedule 8.3 hereto, the rights of IMS pursuant to this Section 9 shall immediately terminate. 10. RIGHTS AGREEMENT. From and after the date hereof, TriZetto shall not (i) amend or supplement the TriZetto Rights Agreement in any manner which would adversely affect the rights of the Grandfathered Entities or (ii) adopt or implement any other stockholder protection rights agreement or any similar plan or arrangement unless such agreement, plan or arrangement is in no way less favorable to the Grandfathered Entities than the TriZetto Rights Agreement. 11. MISCELLANEOUS. (a) GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL. The laws of the State of Delaware (irrespective of its choice of law principles) will govern the validity of this Agreement, the construction of its terms and the interpretation and enforcement of the rights and duties of the parties hereto. The parties hereby irrevocably submit to the jurisdiction of the courts of the State of Delaware and the Federal courts of the United States of America located in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Delaware State or Federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(g) or in such other manner as may be permitted by law shall be valid and sufficient service thereof. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO 12 THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11(a). (b) ASSIGNMENT; BINDING UPON SUCCESSORS AND ASSIGNS. Except as expressly set forth herein, neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party hereto. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. (c) SEVERABILITY. If any provision of this Agreement, or the application thereof, will for any reason and to any extent be invalid or unenforceable, the remainder of this Agreement and application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the greatest extent possible, the economic, business and other purposes of the void or unenforceable provision. (d) COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which will be an original as regards any party whose signature appears thereon and all of which together will constitute one and the same instrument. This Agreement will become binding when one or more counterparts hereof, individually or taken together, will bear the signatures of all the parties reflected hereon as signatories. (e) OTHER REMEDIES. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby or by law on such party, and the exercise of any one remedy will not preclude the exercise of any other. (f) AMENDMENT AND WAIVERS. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by duly authorized officers of the party to be bound thereby. The waiver by a party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any succeeding breach or default. (g) NOTICES. All notices and other communications pursuant to this Agreement shall be in writing and deemed to be sufficient if contained in a written instrument and shall be deemed given if delivered personally, via facsimile, sent by 13 nationally recognized overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following address (or at such other address for a party as shall be specified by like notice): If to IMS: IMS Health Incorporated 200 Nyala Farms Westport, Connecticut 06880 Attention: Chief Executive Officer Telecopy: (203) 222-4247 With a copy to: IMS Health Incorporated 200 Nyala Farms Westport, Connecticut 06880 Attention: General Counsel Telecopy: (203) 222-4268 And to: Sullivan & Cromwell 125 Broad Street New York, New York 10004 Attention: Alan J. Sinsheimer Keith A. Pagnani Telecopy: (212) 558-3588 And if to TriZetto: The TriZetto Group, Inc. 567 San Nicolas Drive, Suite 367 Newport Beach, California 92660 Attention: Christine A. Miller Telecopy: (949) 219-2197 With a copy to: Stradling Yocca Carlson & Rauth 660 Newport Center Drive, Suite 1600 Newport Beach, CA 92660-6422 Attention: K.C. Schaaf Michael E. Flynn Telecopy: (949) 725-4100 All such notices and other communications shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of a facsimile, when the party receiving such copy shall have confirmed receipt of the communication, (c) in the case of delivery by nationally recognized overnight courier, on the business day following dispatch, and (d) in the case of mailing, on the third business day following such mailing. 14 (h) CONSTRUCTION OF AGREEMENT. This Agreement has been negotiated by the respective parties hereto and their attorneys and the language hereof will not be construed for or against either party. A reference to a Section will mean a Section in this Agreement unless otherwise explicitly set forth. The titles and headings herein are for reference purposes only and will not in any manner limit the construction of this Agreement which will be considered as a whole. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." (i) FURTHER ASSURANCES. Each party agrees to cooperate fully with the other parties and to execute such further instruments, documents and agreements and to give such further written assurances as may be reasonably requested by any other party to evidence and reflect the transactions described herein and contemplated hereby and to carry into effect the intents and purposes of this Agreement. (j) ENTIRE AGREEMENT. This Agreement, the Merger Agreement (including the Exhibits and Schedules thereto), the Voting Agreements, the IMS Disclosure Letter, the TriZetto Disclosure Letter, the Data Rights Agreement, the Registration Rights Agreement, the HealthWeb License Agreement and the Transitional Services Agreements constitute the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect hereto other than the Confidentiality Agreement, which shall remain in full force and effect. The express terms hereof control and supersede any course of performance or usage of trade inconsistent with any of the terms hereof. (k) TERMINATION; SURVIVAL. Immediately upon the satisfaction of the obligations of each party pursuant to Sections 4, 5, 6, 7, 8, and 9 of this Agreement (other than Sections 1, 2, 3, 10 and 11), this Agreement shall terminate automatically without any action by any party and such terminated provisions of this Agreement shall not survive such termination. This Section 11 and Sections 1, 2, 3, and 10 shall survive any termination of all or any part of this Agreement indefinitely. (l) HEADINGS; RECITALS. All Section headings and the recitals herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom. (m) SPECIFIC PERFORMANCE. Each party hereto acknowledges that it will be impossible to measure in money the damage to the other party if a party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other party will not have an adequate remedy at law or damages. Accordingly, each party hereto agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that the other party has an adequate remedy at law. Each party hereto 15 agrees that it shall not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with any other party's seeking or obtaining such equitable relief. (n) THIRD PARTY BENEFICIARIES. Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights or remedies of any nature whatsoever under or by reason of this Agreement. 16 IN WITNESS WHEREOF, the parties hereto have executed this Stockholder Agreement as of the date first above written . THE TRIZETTO GROUP, INC. By: /S/ JEFFREY H. MARGOLIS ----------------------------- Name: Jeffrey H. Margolis Title: President, Chief Executive Officer and Chairman IMS HEALTH INCORPORATED By: /S/ VICTORIA R. FASH ---------------------------- Name: Victoria R. Fash Title: President, Chief Executive Officer EX-99.D 4 a2027351zex-99_d.txt EXHIBIT 99.D EXHIBIT D REGISTRATION RIGHTS AGREEMENT Dated as of October 2, 2000 by and between The TriZetto Group, Inc. and IMS Health Incorporated This REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made and entered into as of October 2, 2000, by and between The TriZetto Group, Inc., a Delaware corporation ("TRIZETTO"), and IMS Health Incorporated, a Delaware corporation ("IMS"). RECITALS WHEREAS, TriZetto, Elbejay Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of TriZetto ("MERGER SUB"), IMS and ERISCO Managed Care Technologies, Inc., a New York corporation and a wholly owned subsidiary of IMS ("ERISCO"), have entered into an Agreement and Plan of Reorganization, dated as of May 16, 2000 (the "MERGER AGREEMENT"); WHEREAS, pursuant to the Merger Agreement, IMS will receive 12,142,857 shares of Common Stock, par value $0.001 per share, of TriZetto ("TRIZETTO COMMON STOCK"); WHEREAS, in connection with TriZetto's previous issuance of an aggregate of 4,545,454 shares of Series A Preferred Stock, par value $0.001 per share, and 1,730,770 shares of Series B Preferred Stock, par value $0.001 per share, TriZetto entered into a First Amended and Restated Investor Rights Agreement, dated April 9, 1999 (the "INVESTOR RIGHTS AGREEMENT"), pursuant to which the purchasers of such preferred stock (the "VENTURE CAPITALISTS") were granted certain registration rights; WHEREAS, the Venture Capitalists continue to have registration rights relating to the 6,276,224 shares of TriZetto Common Stock which were issued upon the conversion of the shares of TriZetto preferred stock held by the Venture Capitalists on October 14, 1999; WHEREAS, pursuant to the Investor Rights Agreement, TriZetto has obtained the consents and any necessary waivers of the Venture Capitalists such that TriZetto may provide the registration rights set forth in this Agreement; and WHEREAS, TriZetto has agreed to provide the registration rights set forth in this Agreement; NOW THEREFORE, in consideration of the mutual covenants and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to and on the terms and conditions herein set forth, the parties hereto agree as follows: 1. DEFINITIONS. Capitalized terms used but not defined in this Agreement shall have the respective meanings assigned to such terms in the Merger Agreement. As used in this Agreement, the following capitalized terms shall have the following meanings: "AICPA" shall mean the American Institute of Certified Public Accountants. "DEMAND REGISTRATION" shall have the meaning set forth in Section 2(a) hereof. "DEMAND REGISTRATION STATEMENT" shall have the meaning set forth in Section 2(a) hereof. "EFFECTIVE TIME" shall mean the date on which the SEC declares a Registration Statement effective or on which such Registration Statement otherwise becomes effective. "ERISCO" shall have the meaning set forth in the Recitals. "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended. "INDEMNIFIED PERSON" shall have the meaning set forth in Section 6(a) hereof. "INVESTOR RIGHTS AGREEMENT" shall have the meaning set forth in the Recitals. "IMS" shall have the meaning set forth in the Preamble. "MERGER AGREEMENT" shall have the meaning set forth in the Recitals. "MERGER SUB" shall have the meaning set forth in the Recitals. "NASD RULES" shall mean the Rules of the National Association of Securities Dealers, Inc., as amended from time to time. "PERSON" shall mean an individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. "PIGGYBACK REGISTRATION" shall have the meaning set forth in Section 3(a) hereof. "PROPOSED REGISTRATION" shall have the meaning set forth in Section 3(a) hereof. "PROSPECTUS" shall mean the prospectus (including, without limitation, any preliminary prospectus, any final prospectus and any prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act) included in a Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to such prospectus, including all material incorporated by reference in such prospectus and all documents filed after the date of such prospectus by TriZetto under the Exchange Act and incorporated by reference therein. "REGISTRATION EXPENSES" shall have the meaning set forth in Section 5(a) hereof. "REGISTRABLE SECURITIES" shall mean the TriZetto Common Stock issued to IMS in connection with the Merger, PROVIDED that a security ceases to be a Registrable Security when it is no longer a Restricted Security. 2 "REGISTRATION STATEMENT" shall mean any registration statement of TriZetto which covers Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement. "RESTRICTED SECURITY" shall mean any security unless and until: (i) a registration statement with respect to the sale of such security shall have been declared effective under the Securities Act and such security shall have been disposed of in accordance with such registration statement, (ii) it is distributed to the public pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, (iii) the provisions of Section 7(b) hereof apply, or (iv) such security shall have been otherwise transferred pursuant to an applicable exemption under the Securities Act, new certificates for such security not bearing a legend restricting further transfer shall have been delivered by TriZetto and such security shall be freely transferable to the public without registration under the Securities Act. "SECURITIES ACT" shall mean the Securities Act of 1933, as amended. "SEC" shall mean the Securities and Exchange Commission. "TRIZETTO" shall have the meaning set forth in the Preamble. "TRIZETTO COMMON STOCK" shall have the meaning set forth in the Recitals. "UNDERWRITTEN", "UNDERWRITTEN REGISTRATION", "UNDERWRITTEN OFFERING" or "UNDERWRITTEN REGISTERED OFFERING" shall mean a registration in which securities of TriZetto are sold to an underwriter for re-offering to the public pursuant to an effective Registration Statement. "VENTURE CAPITALISTS" shall have the meaning set forth in the Recitals. 2. DEMAND REGISTRATIONS. (a) NOTICE. At any time following the date two (2) years after the Closing Date, IMS shall have the right, on not more than three (3) occasions in the aggregate and no more frequently than once in any one (1) year period, to make a written request to TriZetto that TriZetto file a registration statement (a "DEMAND REGISTRATION STATEMENT") registering for offer and sale at least 20% of the Registrable Securities then held by it with the SEC under and in accordance with provisions of the Securities Act (a "DEMAND REGISTRATION"). All requests made pursuant 3 to this paragraph will specify the aggregate number of the Registrable Securities to be registered and will also specify the intended methods of disposition thereof. (b) RESTRICTIONS. Each Demand Registration Statement shall be filed as soon as possible after the date IMS makes the written request for registration under the preceding paragraph, so long as Registrable Securities are still outstanding at each such time; PROVIDED, HOWEVER, that TriZetto shall have the right to postpone the filing, or delay the effectiveness, of a Registration Statement, or fail to keep such Registration Statement continuously effective or not amend or supplement the Registration Statement or included Prospectus, (i) if TriZetto determines based upon the advice of counsel that it would be advisable to disclose in the Registration Statement material non-public information, and TriZetto shall have determined in good faith, and shall have provided written notice to IMS that such disclosure is not in the best interests of TriZetto and its stockholders or (ii) during the period commencing 30 days prior to the expected effective date, which date shall be determined by the managing underwriter of such public offering, and ending 90 days following the effective date, of any registration statement pertaining to an underwritten public offering of securities of TriZetto (other than a registration on Form S-4 relating solely to a SEC Rule 145 transaction, or a registration relating solely to employee benefit plans); PROVIDED FURTHER that in the case of clause (i) above, no one such postponement shall exceed 60 days and all such postponements in any one year period shall not exceed 120 days in the aggregate. (c) EFFECTIVENESS. TriZetto agrees to use its reasonable best efforts to cause each such Demand Registration Statement to be declared effective by the SEC within 45 calendar days after filing, and to keep it continuously effective for a period of 120 days following the dates on which each such Demand Registration Statement is declared effective or until all Registrable Securities included therein have been sold, if earlier. (d) PRIORITY OF SECURITIES IN DEMAND REGISTRATIONS. In connection with any underwritten Demand Registration, if the managing underwriter or underwriters advise TriZetto in writing that, in its or their reasonable opinion, the inclusion of the number of securities proposed to be registered exceeds the number which can be sold in such offering, TriZetto will include in such registration the number of securities which, in the opinion of such underwriter or underwriters, can be sold as follows: (i) first, the Registrable Securities requested to be included in such Demand Registration; (ii) second, the TriZetto Common Stock requested to be included in such Demand Registration by the Venture Capitalists, pro rata among the Venture Capitalists which have requested their TriZetto Common Stock to be included therein; (iii) third, any TriZetto Common Stock TriZetto proposes to sell; (iv) fourth, the TriZetto Common Stock requested to be included in such Demand Registration, pro rata among the holders of TriZetto Common Stock, other than the Venture Capitalists, which have requested their TriZetto Common Stock to be included therein; and (v) fifth, other TriZetto Common Stock requested to be included in such Demand Registration. (e) SELECTION OF UNDERWRITERS. TriZetto shall have the right, with respect to any Registration Statement to be filed as a result of a Demand Registration, to determine whether such registration shall be underwritten or not and to select any managing underwriter or 4 underwriters to administer the offering, which managing underwriter or underwriters will be of nationally recognized standing and which will be reasonably acceptable to IMS. (f) WITHDRAWAL OF DEMAND REGISTRATION. IMS shall have the right to withdraw any request for registration pursuant to Section 2(a) hereof after the Registration Statement has been filed with the SEC, but prior to the time the Registration Statement in respect of such Registration has been declared effective, PROVIDED, HOWEVER, the Registration requested by IMS shall be deemed to have been effected (and, therefore, requested) for purposes of Section 2(a) hereof unless IMS pays all Registration Expenses (as defined in Section 5 hereof) in connection with the filing of the withdrawn Registration Statement. 3. PIGGYBACK REGISTRATION RIGHTS. (a) RIGHTS TO PIGGYBACK. At any time following the date two (2) years after the Closing Date, subject to the last sentence of this paragraph, whenever TriZetto proposes to file a registration statement under the Securities Act (a "PROPOSED REGISTRATION") with respect to any proposed public offering by TriZetto or by any holders of TriZetto Common Stock (or securities convertible into or exchangeable or exercisable for TriZetto Common Stock) and the registration form to be used may be used for the registration of the Registrable Securities (a "PIGGYBACK REGISTRATION"), TriZetto will give prompt written notice to IMS of its intention to effect such a registration and will, subject to Section 3(b) below, include in such Piggyback Registration all Registrable Securities with respect to which TriZetto has received written request for inclusion therein within 15 days after receipt of TriZetto's notice. Registrable Securities with respect to which such requests for registration have been received will be registered by TriZetto and offered to the public pursuant to this Section 3 on the same terms and subject to the same conditions applicable to the registration in a Proposed Registration of TriZetto Common Stock to be sold by TriZetto or by persons selling under such Proposed Registration. Holders of Registrable Securities will not be entitled to include TriZetto Common Stock pursuant to this Section 3(a) in any Registration Statement pertaining to the registration of any securities of TriZetto in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit plans. (b) PRIORITY ON PIGGYBACK REGISTRATIONS. In connection with an underwritten Piggyback Registration, if the managing underwriter or underwriters advise TriZetto in writing that, in its or their reasonable opinion, the inclusion of the number of securities proposed to be registered exceeds the number which can be sold in such offering, TriZetto will include in such registration the number of securities which, in the opinion of such underwriter or underwriters, can be sold as follows: (i) first, the TriZetto Common Stock TriZetto proposes to sell or if the registration is in response to a demand registration right of a Person (other than IMS) whose registration rights require such a priority, the securities that the Person(s) demanding such registration propose or proposes to sell to the extent of such a priority, (ii) second, any securities requested to be included in such registration by the Venture Capitalists who exercise their rights to have their securities included in such registration, (iii) third, the Registrable Securities requested to be included in such registration, (iv) fourth, any securities requested to be included in such 5 registration by a Person who exercises its rights to have its securities included in such registration, but only to the extent of such rights, pro rata among such Persons which have requested their securities to be included therein, and (v) fifth, other TriZetto Common Stock requested to be included in such registration. (c) SELECTION OF UNDERWRITERS. If any Piggyback Registration is an underwritten offering, TriZetto will select a managing underwriter or underwriters to administer the offering. As a condition to participation in such an offering, each holder of Registrable Securities shall execute an underwriting agreement in a customary form requested by such underwriter. 4. REGISTRATION PROCEDURES. In connection with TriZetto's obligation to file Registration Statements pursuant to Sections 2 or 3 hereof, TriZetto shall use its reasonable best efforts to effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto TriZetto shall: (a) before filing a Registration Statement or Prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing of the Registration Statement, furnish to IMS and the managing underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject to the review of IMS and such managing underwriters, and TriZetto shall not file any Registration Statement or amendment thereto or any Prospectus or any supplement thereto (including such documents incorporated by reference) to which IMS or the managing underwriters, if any, shall reasonably object; (b) prepare and file with the SEC such amendments and post-effective amendments to any Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by IMS or any underwriter of Registrable Securities or as may be required by the Securities Act or any rules or regulations promulgated thereunder or otherwise necessary to keep the Registration Statement effective for the applicable period; (c) cause the final Prospectus as supplemented to be filed pursuant to Rule 424 under the Securities Act if then required by the Securities Act; (d) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus; (e) notify IMS and the managing underwriters, if any, promptly, and (if requested by any such Person) confirm such notification in writing: 6 (1) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (2) of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for additional information, (3) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (4) of the receipt by TriZetto of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (5) while such Registration Statement is in effect, of the happening of any event or the existence of any state of facts that requires the making of any changes in the Registration Statement or the Prospectus included therein so that, as of such date, such Registration Statement and Prospectus do not contain an untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading (which advice shall be accompanied by an instruction to IMS to suspend the use of the Prospectus until the requisite changes have been made); (f) use its reasonable best efforts to prevent the issuance, and if issued to obtain the withdrawal, of any order suspending the effectiveness of the Registration Statement at the earliest possible time; (g) if reasonably requested by IMS, as the case may be, or the managing underwriter, immediately incorporate in a Prospectus supplement or post-effective amendment such information as IMS, as the case may be, and the managing underwriters agree is required to be included therein pursuant to the Securities Act and the rules and regulations promulgated thereunder, relating to the sale of the Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Securities to be sold in such offering, including the plan of distribution therefor; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable as notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; (h) promptly prior to the filing of any document which is to be incorporated by reference into the Registration Statement or the Prospectus (after initial filing of the Registration Statement) (i) provide copies of such document to counsel to IMS and to the managing underwriters, if any, and (ii) make TriZetto's representatives available for discussion of such 7 document and make such changes in such document prior to the filing thereof as counsel for IMS or such underwriters may reasonably request; PROVIDED, HOWEVER, that nothing herein shall prevent TriZetto from filing any document that in the reasonable judgment of TriZetto, after consultation with counsel, is required to be filed under the Securities Act or the Exchange Act; (i) furnish to IMS and each managing underwriter, without charge, at least one signed copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); (j) deliver to IMS and the underwriters, if any, without charge, as many copies of the Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as such Persons may reasonably request; TriZetto consents (except during the continuance of any event described in Section 4(e)(5) above) to the use of the Prospectus and any amendment or supplement thereto by IMS and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by the Prospectus and any amendment or supplement thereto; (k) prior to any offering of Registrable Securities pursuant to any Registration Statement, (i) TriZetto shall register or qualify or cooperate with IMS and its or their counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or "blue sky" laws of such jurisdictions of or within the United States of America as IMS or any underwriter reasonably requests in writing, (ii) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers and sales in such jurisdictions for so long as may be necessary to enable IMS or the managing underwriters, if any, to complete its distribution of Registrable Securities pursuant to a Registration Statement, and (iii) take any and all other actions necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; PROVIDED, HOWEVER, that in no event shall TriZetto be obligated to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to so qualify but for this Section 4(k) or (ii) file any general consent to service of process in any such jurisdiction where it is not as of the date hereof so subject; (l) cooperate with IMS and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold pursuant to the Registration Statement, which certificates, if so required by any securities exchange upon which any Registrable Securities are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall be free of any restrictive legends and in such denominations and registered in such names as IMS or the managing underwriters may request at least two business days prior to the sale of Registrable Securities pursuant to the Registration Statement; (m) use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental 8 agencies or authorities of or within the United States of America as may be necessary to enable IMS or the managing underwriters, if any, to consummate the disposition of such Registrable Securities; (n) if any fact contemplated by Section 4(e)(5) above shall exist, promptly prepare a supplement or post-effective amendment to the Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; PROVIDED, HOWEVER, if the Board of Directors of TriZetto provides written notice to IMS that it has determined that it is advisable to disclose in the Registration Statement material non-public information, the disclosure of which TriZetto's Board of Directors believes would be materially harmful to TriZetto and its stockholders at that time, TriZetto shall not be required to prepare and file such amendment, supplement or document for such period as the Board of Directors of TriZetto believes such disclosure would be materially harmful to TriZetto; PROVIDED that such period shall be no more than sixty calendar days. If TriZetto notifies IMS of the occurrence of any event contemplated by Section 4(e)(5) above, IMS agrees, as a consequence of the inclusion of any of IMS's Registrable Securities in the Registration Statement, to suspend the use of the Prospectus until the requisite changes to the Prospectus have been made; (o) use all reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be listed for quotation on the Nasdaq National Market or other stock exchange or trading system on which the Registrable Securities primarily trade on or prior to the Effective Time of the Registration Statement; (p) enter into such agreements (including an underwriting agreement in form, scope and substance as is customary in underwritten offerings) and take all such other actions in connection therewith as may be reasonably requested by IMS and the managing underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration: (1) make such representations and warranties to IMS and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings; (2) obtain opinions of counsel to TriZetto and bring-downs of such opinions, which counsel shall be reasonably satisfactory to IMS and to the managing underwriters, if any, and which opinions (in form, scope and substance) shall be customary and shall be reasonably satisfactory to IMS and to the managing underwriters, if any, and addressed to IMS and the underwriters, if any, covering: (i) in the case of an underwritten offering, the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by IMS and the underwriters (it being 9 agreed that the matters to be covered shall include, without limitation, as of the date of the opinion and as of the Effective Time of the Registration Statement or most recent post-effective amendment thereto, as the case may be, a statement as to, to the knowledge of such counsel, the absence from the Registration Statement and the Prospectus, including the documents incorporated by reference therein, of an untrue statement of a material fact or the omission of a material fact required to be stated therein or necessary to make the statements therein not misleading), and (ii) in the case of offerings not involving an underwriter, the matters customarily covered in opinions requested in the type of offering involved, and, in the case of (i) or (ii), stating that the Registration Statement complies, as to form, with the requirements of the Securities Act; (3) to the extent permitted by the rules of the AICPA, obtain "cold comfort" letters and updates thereof from the independent public accountants of TriZetto (and, if necessary, from the independent public accountants of any Subsidiary of TriZetto or of any business acquired by TriZetto for which financial statements and financial data are, or are required to be, included in the Registration Statement) addressed to IMS and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters by underwriters in connection with underwritten offerings; (4) if an underwriting agreement is entered into, the same shall set forth customary indemnification and contribution provisions and procedures; PROVIDED, that such provisions and procedures shall be at least as favorable to IMS in every material respect as the provisions of Section 6 hereof; and (5) TriZetto shall deliver such documents and certificates as may be reasonably requested by IMS and the managing underwriters, if any, to evidence the continued validity of the representations and warranties made pursuant to Section 4(p)(1) above and to evidence compliance with any conditions contained in the underwriting agreement or other agreement entered into by TriZetto. The above shall be done at each closing under such underwriting or similar agreement or as and to the extent required thereunder; (q) make available for inspection by IMS and any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney or accountant retained by IMS or such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of TriZetto and its Subsidiaries, cause the officers, directors, agents and employees of TriZetto and its Subsidiaries to supply all information in each case reasonably requested by IMS or any such underwriter, attorney or accountant in connection with the Registration Statement, provide IMS and any such underwriter, attorney or accountant with opportunities to discuss the business of TriZetto and its Subsidiaries with TriZetto's officers and provide IMS and any such underwriter, attorney or accountant with opportunities to discuss the business of TriZetto and its Subsidiaries with the independent public accountants who have 10 certified TriZetto's most recent annual financial statements in each case, as is customary for similar due diligence investigations; PROVIDED that any records, information or documents that are designated in writing by TriZetto, in good faith, as confidential shall be kept confidential by such Persons unless disclosure is made in connection with a court proceeding or required by law, or such records, information or documents become available to the public generally or through a third party without an accompanying obligation of confidentiality; and PROVIDED FURTHER that, if the foregoing inspection and information gathering would otherwise disrupt TriZetto's conduct of its business, such inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of IMS and the other parties entitled thereto by one counsel designated by and on behalf of IMS and other parties; and, PROVIDED, FURTHER, that nothing herein shall require any waiver by TriZetto of any attorney-client privilege; (r) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of TriZetto and its Subsidiaries complying with Section 11(a) of the Securities Act and the rules and regulations of the SEC thereunder (including, at the option of TriZetto, Rule 158); (s) in the event that any broker-dealer registered under the Exchange Act shall be an "affiliate" (as defined in Rule 2720(b)(1) of the NASD Rules (or any successor provision thereto)) of TriZetto or has a "conflict of interest" (as defined in Rule 2720(b)(7) of the NASD Rules (or any successor provision thereto)) and such broker-dealer shall underwrite, participate as a member of an underwriting syndicate or selling group or assist in the distribution of any Registrable Securities covered by a Registration Statement, whether as a holder of such Registrable Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, TriZetto shall assist such broker-dealer in complying with the requirements of the NASD Rules, including, without limitation, by (A) engaging a "qualified independent underwriter" (as defined in Rule 2720(b)(15) of the NASD Rules (or any successor provision thereto)) to participate in the preparation of the registration statement relating to such Registrable Securities, to exercise usual standards of due diligence in respect thereto and to recommend the public offering price of such Registrable Securities, (B) indemnifying such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6 hereof, and (C) providing such information to such broker-dealer as may reasonably be required in order for such broker-dealer to comply with the requirements of the NASD Rules; (t) use its reasonable efforts to assist IMS and the underwriters, if any, in marketing the Registrable Securities, including causing its executive officers to participate in such "road show" presentations and conference calls as may be customary in the marketing of equity securities; PROVIDED, HOWEVER, that IMS shall cause the managing underwriters or placement agents of any Securities to give such executives reasonable advance notice concerning the scheduling of any such presentation or call; PROVIDED, FURTHER, that such presentations and conference calls shall be 11 scheduled with the understanding that the regular responsibilities of such executive officers will take priority over any such activities; and (u) take all other steps reasonably necessary to effect the registration, offering and sale of the Registrable Securities covered by the Registration Statement contemplated hereby. TriZetto may require IMS to furnish to TriZetto such information regarding IMS and the distribution of such securities as is required to be disclosed in the Registration Statement. IMS agrees by acquisition of such Registrable Securities that, upon receipt of any notice from TriZetto of the happening of any event of the kind described in Section 4(e)(5) hereof, IMS will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until IMS's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(n) hereof, or until it is advised in writing by TriZetto that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus, and, if so directed by TriZetto, IMS will deliver to TriZetto (at TriZetto's expense) all copies, other than permanent file copies then in IMS's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice; PROVIDED that nothing in this paragraph shall prohibit or restrict IMS from effecting sales or transfers otherwise than under a Registration Statement. In the event TriZetto shall give any such notice, the time periods mentioned in Section 2(c) hereof shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when IMS either receives the copies of the supplemented or amended prospectus contemplated by Section 4(n) hereof or is advised in writing by TriZetto that the use of the Prospectus may be resumed. 5. REGISTRATION EXPENSES. (a) All expenses incident to TriZetto's performance of, or compliance, with this Agreement, including without limitation: (1) all registration and filing fees (including with respect to filings required to be made with the National Association of Securities Dealers); (2) fees and expenses of compliance with securities or blue sky laws of or within the United States of America (including reasonable fees and disbursements of counsel for the underwriters or selling holders in connection with blue sky qualifications of the Registrable Securities and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or IMS may designate); (3) printing, messenger, telephone, delivery, distribution and reproduction expenses; 12 (4) fees and disbursements of counsel for TriZetto (including the expenses of any opinions required by or incident to such performance); (5) fees and disbursements of all independent certified public accountants of TriZetto (including the expenses of any special audit and "cold comfort" letters required by or incident to such performance); (6) fees and disbursements of underwriters (excluding discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Registrable Securities or legal expenses of any person other than TriZetto); and (7) fees and expenses of other Persons retained by TriZetto (all such expenses being, herein called "REGISTRATION EXPENSES") will be borne by TriZetto, regardless whether the Registration Statement becomes effective. To the extent that any Registration Expenses are reasonably incurred, assumed or paid by IMS or any underwriter, TriZetto shall reimburse such Person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a written request therefor, which shall specify in reasonable detail the nature and amount of the Registration Expenses. TriZetto will, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, rating agency fees, the fees and expenses incurred in connection with the listing of the securities to be registered on each securities exchange on which similar securities issued by TriZetto are then listed and the fees and expenses of any Person, including special experts, retained by TriZetto. (b) In connection with each Registration Statement required hereunder, TriZetto shall not be responsible for the payment of any transfer taxes relating to the sale or disposition of the Registrable Securities by IMS or for any underwriting discounts and commissions attributable to the sale of Registrable Securities by or on behalf of IMS. 6. INDEMNIFICATION. (a) INDEMNIFICATION BY TRIZETTO. In the event of any registration of securities of TriZetto under the Securities Act, TriZetto shall indemnify and hold harmless (i) in the case of any registration of Registrable Securities hereunder, IMS and each underwriter, selling agent or other securities professional, if any, which facilitates the disposition of Registrable Securities, and each of their respective officers and directors and each Person who controls IMS or such underwriter, selling agent or other securities professional within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and (ii) in the case of any registration statement of 13 TriZetto, IMS, its directors and officers and each Person who controls IMS within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being sometimes referred to as an "INDEMNIFIED PERSON") against any losses, claims, damages or liabilities, joint or several, to which such Indemnified Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (x) an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities are to be registered under the Securities Act, or any Prospectus contained therein or furnished by TriZetto to any Indemnified Person, or any amendment or supplement thereto, or (y) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (z) the failure of TriZetto to comply with applicable law or the breach by TriZetto of this Agreement, and TriZetto hereby agrees to reimburse such Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; PROVIDED, HOWEVER, that TriZetto shall not be liable to any such Indemnified Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement or Prospectus, or amendment or supplement, in reliance upon and in conformity with written information furnished to TriZetto by such Indemnified Person expressly for use therein; PROVIDED FURTHER, HOWEVER, that the indemnification obligations hereunder with respect to any preliminary prospectus shall not inure to the benefit of any underwriter, selling agent or other securities professional from whom the person asserting any such losses, liabilities, claims, damages or expenses purchased any securities, or any person controlling such underwriter, selling agent or other securities professional, if a copy of the final prospectus (as then amended or supplemented if TriZetto shall have furnished any such amendments or supplements thereto) was not sent or given by or on behalf of such underwriter, selling agent or other securities professional to such person, if such is required by law, at or prior to written confirmation of the sale of such security to such person, and if the final prospectus (as so amended or supplemented) would have corrected the defect and given rise to such loss, liability, claim, damage or expense. (b) INDEMNIFICATION BY IMS AND ANY UNDERWRITERS. IMS agrees, as a consequence of the inclusion of any of IMS's Registrable Securities in such Registration Statement, and each underwriter, selling agent or other securities professional, if any, which facilitates the disposition of Registrable Securities shall agree, as a consequence of facilitating such disposition of Registrable Securities, severally and not jointly, to (i) indemnify and hold harmless TriZetto, its directors, officers who sign the registration statement and each person, if any, who controls TriZetto within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which TriZetto or such other persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (x) an untrue statement or alleged untrue statement of a material fact contained in such Registration Statement or Prospectus, or any amendment or supplement, (y) the omission or alleged omission 14 to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to TriZetto by IMS or such underwriter, selling agent or other securities professional expressly for use therein, or (z) the failure of IMS to comply with applicable law or the breach by IMS of this Agreement, and (ii) reimburse TriZetto for any legal or other expenses reasonably incurred by TriZetto in connection with investigating or defending any such action or claim as such expenses are incurred. (c) NOTICES OF CLAIMS, ETC. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under this Section 6, notify such indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 6, except to the extent the indemnifying party is prejudiced by the omission. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party under this Section 6 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (to the extent that the indemnified party is an actual or reasonably likely potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party. (d) CONTRIBUTION. If the indemnification provided for in this Section 6 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue 15 statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro rata allocation (even if IMS or any underwriters, selling agents or other securities professionals or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of IMS and any underwriters, selling agents or other securities professionals in this Section 6(d) to contribute shall be several in proportion to the percentage of Registrable Securities registered or underwritten, as the case may be, by them and not joint. (e) Notwithstanding any other provision of this Section 6, in no event will (i) IMS be required to undertake liability to any person under this Section 6 for any amounts in excess of the dollar amount of the proceeds to be received by IMS from the sale of its Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) pursuant to any Registration Statement under which such Registrable Securities are to be registered under the Securities Act, or (ii) any underwriter, selling agent or other securities professional be required to undertake liability to any person hereunder for any amounts in excess of the discount, commission or other compensation payable to such underwriter, selling agent or other securities professional with respect to the Registrable Securities underwritten by it and distributed to the public. (f) The obligations of TriZetto under this Section 6 shall be in addition to any liability which TriZetto may otherwise have to any Indemnified Person and the obligations of any Indemnified Person under this Section 6 shall be in addition to any liability which such Indemnified Person may otherwise have to TriZetto. The remedies provided in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to an indemnified party at law or in equity. 7. RULE 144. (a) TriZetto covenants that it will use its reasonable best efforts to timely file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if TriZetto is not required to file such reports, it will, upon the request of IMS make publicly available such information as necessary to permit sales pursuant to Rule 144 under the Securities Act), and it will take such further action as IMS may reasonably request, all to the extent required from time to time to enable IMS to sell 16 Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC, including providing any legal opinions as to the exemptions under Rule 144. Upon the request of IMS TriZetto will deliver to IMS a written statement as to whether it has complied with such information and requirements. (b) A security ceases to be a Restricted Security when IMS is permitted to sell such security to the public without restriction pursuant to Rule 144(k) (or any similar provisions then in force). The determination as to whether IMS is permitted to sell such security to the public without restriction pursuant to Rule 144(k) (including, without limitation, the determination as to whether IMS is an "affiliate" of TriZetto, as such term is used in Rule 144), shall be made promptly and in good faith by counsel to IMS and counsel to TriZetto at such time as IMS seeks to sell such security to the public pursuant to Rule 144(k). 8. APPROVAL FOR LISTING. Promptly after the date hereof and after any subsequent increase in the number of Registrable Securities, TriZetto shall take all necessary action to cause all of the Registrable Securities to be approved for listing, subject to official notice of issuance, on the Nasdaq National Market or other securities exchange or dealer quotation system on which the TriZetto Common Stock may then be listed or authorized for quotation. 9. TERM OF REGISTRATION RIGHTS. The rights of IMS with respect to the registration rights granted pursuant to this Agreement shall remain in effect, subject to the terms hereof, until the earlier of (i) ten (10) years after the Closing Date and (ii) the date on which there are no Registrable Securities or securities which are convertible or exchangeable for Registrable Securities issued and outstanding. 10. FURTHER AGREEMENTS. (a) TriZetto will not file any registration statement under the Securities Act unless it shall first have given to IMS for so long as IMS owns beneficially (as such term is defined in the Exchange Act) 10% or more of the TriZetto Common Stock outstanding or is otherwise deemed to be a control person under the Securities Act, at least 10 days' prior written notice thereof and, if so requested by IMS within 10 days after such notice, IMS shall have the right, at any time when, in the reasonable judgment of IMS IMS is or might be deemed a controlling person of TriZetto within the meaning of the Securities Act, (a) to participate in the preparation and filing of each such registration statement at the sole cost and expense of IMS and (b) to receive signed copies of the documents specified in Section 4 hereof addressed to IMS. If any such registration statement refers to IMS by name or otherwise as the holder of any securities of TriZetto, then IMS shall have the right (in addition to any other rights it may have under this Agreement) to require, in the event that such reference to IMS by name or otherwise is not required by the 17 Securities Act or any rules and regulations promulgated thereunder, the deletion of the references to IMS. 11. MISCELLANEOUS. (a) REMEDIES. IMS, in addition to being entitled to exercise all rights provided herein and granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. TriZetto agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. (b) REGISTRATION RIGHTS OF OTHER PERSONS. TriZetto may grant to any Person other than IMS the right to request a registration of securities of TriZetto under the Securities Act or the right to be included as a selling stockholder in connection with any registration of Registrable Securities; PROVIDED, HOWEVER, that the granting of any such rights shall not conflict with or otherwise alter any rights granted to IMS hereunder. TriZetto hereby represents and warrants to IMS that it has obtained the consents or approvals of the Venture Capitalists necessary to enter into this Agreement and to grant IMS its rights hereunder. (c) ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. TriZetto will not intentionally take any action, or permit any change to occur, with respect to the Registrable Securities which would (i) adversely affect the ability of IMS to include such Registrable Securities in a registration undertaken pursuant to this Agreement or (ii) adversely affect the marketability of such Registrable Securities in any such registration. (d) AMENDMENTS AND WAIVERS. This Agreement, including this Section 11(d), may be amended, and waivers or consents to departures from the provisions hereof may be given, only by a written instrument duly executed by TriZetto and IMS. Each holder of Registrable Securities outstanding at the time of any such amendment, waiver or consent or thereafter shall be bound by any amendment, waiver or consent effected pursuant to this Section 11(d), whether or not any notice, writing or marking indicating such amendment, waiver or consent appears on the Registrable Securities or is delivered to such holder. (e) NOTICES. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or air courier guaranteeing overnight delivery if to IMS: IMS Health Incorporated 200 Nyala Farms Westport, Connecticut 06880 Attention: Chief Executive Officer Telecopy: (203) 222-4247 18 with copies to: IMS Health Incorporated 200 Nyala Farms Westport, Connecticut 06880 Attention: General Counsel Telecopy: (203) 222-4268 and to: Sullivan & Cromwell 125 Broad Street New York, New York 10004 Attention: Alan J. Sinsheimer Keith A. Pagnani Telecopy: (212) 558-3588 if to TriZetto: The TriZetto Group, Inc. 567 San Nicolas Drive, Suite 367 Newport Beach, California 92660 Attention: Christine A. Miller Telecopy: (949) 219-2197 and to: Stradling Yocca Carlson & Rauth 660 Newport Center Drive, Suite 1600 Newport Beach, CA 92660-6422 Attention: K.C. Schaaf Michael E. Flynn Telecopy: (949) 725-4100 and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 11(e). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery. (f) PARTIES IN INTEREST; BENEFITS OF REGISTRATION RIGHTS. The parties to this Agreement intend that IMS shall be entitled to receive the benefits of this Agreement and that IMS shall be bound by the terms and provisions of this Agreement by reason of its election with respect to the Registrable Securities which are included in a Registration Statement. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and assigns of the parties hereto. In the event that any transferee(s) of IMS shall acquire at least 10% of the Registrable Securities in accordance with this Agreement and the Stockholder Agreement dated concurrently herewith, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, IMS and such transferee(s) 19 may, without any further writing or action of any kind, jointly exercise the registration rights hereunder in such manner and in such proportion as IMS shall determine and, if such transferee jointly exercises such registration rights with IMS hereunder, such transferee shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement to the aforesaid extent. (g) COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (h) HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (i) GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any provisions relating to conflicts of laws. (j) SEVERABILITY. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law. (k) SURVIVAL. The respective indemnities, agreements, representations, warranties and other provisions set forth in this Agreement or made pursuant hereto shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of IMS, any director or officer of IMS, any agent or underwriter, any director, officer or partner of such agent or underwriter, or any controlling person of any of the foregoing, and shall survive the transfer and registration of the Registrable Securities of IMS. (l) ENTIRE AGREEMENT. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by TriZetto with respect to the Registrable Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 20 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. THE TRIZETTO GROUP, INC. By: /S/ JEFFREY H. MARGOLIS ----------------------------------- Name: Jeffrey H. Margolis Title: President, Chief Executive Officer and Chairman IMS HEALTH INCORPORATED By: /S/ JAMES C. MALONE ---------------------------- Name: James C. Malone Title: Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----