WebMD Health (WBMD)

parties. In addition, in connection with the VIPS Sale, the remaining provisions applicable to HLTH and ViPS were terminated. In an amended agreement with WebMD, EPS agreed to continue its strategic relationship with WebMD following the sale and agreed to integrate WebMD’s personal health record with the clinical products of EPS, including the electronic medical record, to allow import of data from one to the other, subject to applicable law and privacy and security requirements. In an amended agreement with WebMD, EBS agreed to continue its strategic relationship with WebMD and to market WebMD’s online decision-support platform and tools that support consumer directed health plans and health savings accounts to its payer customers for integration into their consumer directed health offerings. In addition, pursuant to a data license agreement, EBS agreed to license certain de-identified data to HLTH and its subsidiaries for use in the development and commercialization of certain applications that use clinical information, including consumer decision-support applications. As noted above under “— Termination Agreement,” HLTH assigned the data license agreement to WebMD in connection with the termination of the merger agreement with WebMD.

 

HLTH has in the past entered into, and may from time to time in the future enter into, ordinary course business arrangements with WebMD or its subsidiaries that are not material to either company and may not be the subject of any ongoing contract. For example, from time to time, subsidiaries of HLTH have advertised some of their products and services on WebMD’s physician portals.

 

 

On January 31, 2006, HLTH entered into agreements with
WebMD in which both parties agreed to support each other’s
product development and marketing efforts regarding specified
product lines. These agreements were amended, in connection with
HLTH’s sales of Emdeon Practice Services (“EPS”)
and of a 52% interest in Emdeon Business Services
(“EBS”), to separate the provisions applicable to each
of HLTH, EPS and EBS and to make certain modifications in the
relationships between WebMD and each of those

parties. In addition, in connection with the VIPS Sale, the
remaining provisions applicable to HLTH and ViPS were
terminated. In an amended agreement with WebMD, EPS agreed to
continue its strategic relationship with WebMD following the
sale and agreed to integrate WebMD’s personal health record
with the clinical products of EPS, including the electronic
medical record, to allow import of data from one to the other,
subject to applicable law and privacy and security requirements.
In an amended agreement with WebMD, EBS agreed to continue its
strategic relationship with WebMD and to market WebMD’s
online decision-support platform and tools that support consumer
directed health plans and health savings accounts to its payer
customers for integration into their consumer directed health
offerings. In addition, pursuant to a data license agreement,
EBS agreed to license certain de-identified data to HLTH and its
subsidiaries for use in the development and commercialization of
certain applications that use clinical information, including
consumer decision-support applications. As noted above under
“— Termination Agreement,” HLTH assigned the
data license agreement to WebMD in connection with the
termination of the merger agreement with WebMD.

 

HLTH has in the past entered into, and may from time to time in
the future enter into, ordinary course business arrangements
with WebMD or its subsidiaries that are not material to either
company and may not be the subject of any ongoing contract. For
example, from time to time, subsidiaries of HLTH have advertised
some of their products and services on WebMD’s physician
portals.