Exhibit 99 (d)
Synavant Inc.
3445 Peachtree Road, NE
Suite 1400
Atlanta, Georgia 30326
August 31, 2000
David Lewinter, Esq.
R.H. Donnelly Corporation
One Diamond Hill Road
Murray Hill, NJ 07974
Earl Doppelt, Esq.
ACNielsen Corporation
177 Broad Street
Stamford, CT 06901
Dear Mr. Lewinter and Mr. Doppelt:
Reference is made to the Distribution Agreement (the "1996 Distribution
Agreement"), dated as of October 28, 1996, among Cognizant Corporation
("Cognizant"), The Dun and Bradstreet Corporation ("D&B") and ACNielsen
Corporation ("ACNielsen") whereby Cognizant separated into two separate
companies through a distribution (the "IMS HEALTH Distribution") to its
stockholders of all of the shares of common stock of its subsidiary IMS Health
Incorporated ("IMS HEALTH"). In Section 8.9(c) of the 1996 Distribution
Agreement, Cognizant agreed not to make a distribution such as the IMS HEALTH
Distribution unless it caused the distributed entity to undertake to both D&B
and ACNielsen to be jointly and severally liable for all Cognizant Liabilities
(as defined in the 1996 Distribution Agreement). IMS HEALTH has announced its
intention to be separated into two separate companies through a distribution
(`the "Synavant Distribution") to its stockholders of one share of common stock
of its subsidiary, Synavant Inc.("Synavant") for every twenty issued and
outstanding shares of IMS HEALTH. Therefore, in accordance with Section
8.9(c) of the 1996 Distribution Agreement and intending to be legally
bound hereby, from and after the effective time of the Synavant
Distribution, Synavant undertakes to each of D&B and ACNielsen to be jointly and
severally liable with IMS HEALTH for all Cognizant Liabilities under the 1996
Distribution Agreement.
Very truly yours,
SYNAVANT Inc.
By: /s/James C. Malone
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Name: James C. Malone
Title: Vice President
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