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Published: 2008-03-26

International Assignment Agreement - WebMD Corp. and News Corp. Ltd.



International Assignment Agreement dated as of February 15, 2001 among
Registrant, HW International Holdings, Inc., The News Corporation Limited,
Eastrise Profits Limited and IJV Holdings Inc.


>PAGE>   2

                       INTERNATIONAL ASSIGNMENT AGREEMENT

                                 BY AND BETWEEN

                                WEBMD CORPORATION

                                       AND

                         HW INTERNATIONAL HOLDINGS, INC.

                                       AND

                          THE NEWS CORPORATION LIMITED,

                            EASTRISE PROFITS LIMITED

                                       AND

                                IJV HOLDINGS INC.
>PAGE>   3

                       INTERNATIONAL ASSIGNMENT AGREEMENT

         THIS INTERNATIONAL ASSIGNMENT AGREEMENT (the "AGREEMENT"), is dated as
of February 15, 2001, by and among WEBMD CORPORATION, a Delaware corporation
formerly known as Healtheon/WebMD Corporation ("WEBMD"), and HW INTERNATIONAL
HOLDINGS, INC., a Delaware corporation and wholly owned subsidiary of WebMD
("INTERNATIONAL HOLDINGS"), and The News Corporation Limited, a South Australia,
Australia corporation ("NEWS CORP"), EASTRISE PROFITS LIMITED, an international
business company incorporated under the laws of the British Virgin Islands and
controlled through certain intermediaries by News Corp ("Eastrise"), and IJV
Holdings Inc., a Delaware corporation ("IJV HOLDINGS") and wholly-owned
subsidiary of Fox Entertainment Group, Inc. ("FOX").

                              W I T N E S S E T H:

         WHEREAS, as of December 6, 1999, WebMD, News Corp and Fox entered that
certain Master Strategic Alliance Agreement (the "MASTER STRATEGIC ALLIANCE
AGREEMENT") pursuant to which they agreed to enter into certain strategic
alliances and deliver certain documents;

         WHEREAS, as of January 26, 2000 and as contemplated by the Master
Strategic Alliance Agreement, WebMD, Healtheon/WebMD Cable Corporation, a
Delaware corporation and wholly-owned subsidiary of WebMD ("WEBMD CABLE"),
Healtheon/WebMD Internet Corporation, a Delaware corporation and wholly-owned
subsidiary of WebMD ("WEBMD INTERNET," and collectively with WebMD,
International Holdings and WebMD Cable, the "WEBMD AFFILIATED ENTITIES"), Fox,
Fox Broadcasting Company, a Delaware corporation and a subsidiary of Fox
("FBC"), Eastrise, AHN/FIT Cable, LLC, a Delaware limited liability company
owned through certain intermediaries by Fox ("AHN/FIT CABLE"), and AHN/FIT
Internet, LLC, a Delaware limited liability company owned through certain
intermediaries by Fox ("AHN/FIT INTERNET"), entered into that certain Purchase
Agreement (the "PURCHASE AGREEMENT") pursuant to which WebMD agreed to issue
2,000,000 shares of , and 155,951 for an aggregate consideration consisting of
(i) $100 million, (ii) the transfer by AHN/FIT Cable to WebMD Cable of a 50%
interest in The Health Network LLC, a Delaware limited liability company
("HEALTH NETWORK"), (iii) the transfer by AHN/FIT Internet to WebMD Internet of
a 50% interest in The H/W Health & Fitness LLC, a Delaware limited liability
company ("HEALTH & FITNESS"), (iv) $400 million of branding services across the
various media owned by News Corp and its affiliates throughout the world
pursuant to the Media Services Agreement (as hereinafter defined) and (v)
content to be provided by News Corp;

         WHEREAS, as contemplated by the Purchase Agreement and at the direction
of Fox, WebMD issued (i) 2,000,000 shares of common stock of WebMD, par value
$0.0001 per share (the "COMMON STOCK"), to News America Incorporated ("NEWS
AMERICA," and collectively with News Corp, Fox, FBC, Eastrise, AHN/FIT Cable and
AHN/FIT Internet, the "NEWS CORP AFFILIATED ENTITIES") and (ii) an aggregate of
155,951 shares of shares of Series A Preferred Stock of WebMD, par value $0.0001
per share (the "PREFERRED STOCK") which are currently held by the following News
Corp Entities: 50,433 shares of Preferred Stock are held by Eastrise (the
"EASTRISE SHARES") and 105,518 shares of Preferred Stock are held by AHN/FIT
Cable;


>PAGE>   4

         WHEREAS, as contemplated by the Master Strategic Alliance Agreement,
International Holdings and IJV Holdings formed WebMD International LLC, a
Delaware limited liability company ("INTERNATIONAL LLC") and entered into the
Operating Agreement of International LLC dated as of January 26, 2000 (the
"INTERNATIONAL OPERATING AGREEMENT");

         WHEREAS, International LLC and News America entered into that certain
Management Services Agreement dated as of January 26, 2000 (the "INTERNATIONAL
MANAGEMENT SERVICES AGREEMENT"), and International LLC and Eastrise entered into
that certain WebMD International Media Services Agreement dated as of January
26, 2000 (the "INTERNATIONAL MEDIA SERVICES AGREEMENT");

         WHEREAS, International LLC and The Health Network LLC, a Delaware
limited liability company ("HEALTH NETWORK") entered into that certain Trademark
License Agreement dated as of January 26, 2000 (the "INTERNATIONAL/HEALTH
NETWORK TRADEMARK LICENSE AGREEMENT") and that certain Content License Agreement
dated as of January 26, 2000 (the "INTERNATIONAL/HEALTH NETWORK CONTENT LICENSE
AGREEMENT");

         WHEREAS, International LLC and The H/W Health & Fitness LLC, a Delaware
limited liability company ("HEALTH & FITNESS") entered into that certain
Trademark License Agreement dated as of January 26, 2000 (the
"INTERNATIONAL/HEALTH & FITNESS TRADEMARK LICENSE AGREEMENT") and that certain
Content License Agreement dated as of January 26, 2000 (the
"INTERNATIONAL/HEALTH & FITNESS CONTENT LICENSE AGREEMENT");

         WHEREAS, on the date hereof, IJV Holdings owns a fifty percent (50%)
membership interest (the "INTEREST") in International LLC and International
Holdings owns a fifty percent (50%) membership interest in International LLC;

         WHEREAS, as contemplated in the Purchase Agreement, WebMD, Eastrise and
Fox entered into that certain Healtheon/WebMD Media Services Agreement dated as
of January 26, 2000 (the "MEDIA SERVICES AGREEMENT");

         WHEREAS, on December 29, 2000, WebMD and News Corp entered that certain
Letter Agreement (the "LETTER AGREEMENT") pursuant to which they agreed modify
or terminate certain of the agreements to which they or their affiliates are
party pursuant to definitive agreements to be negotiated and executed by the
parties;

         WHEREAS, as contemplated by the Letter Agreement, the parties hereto
desire to modify or terminate certain of those agreements as set forth herein;

         NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and agreements herein contained, the parties hereto
agree as follows:

                                   SECTION 1.
                          ASSIGNMENT OF PREFERRED STOCK

         1.1      ASSIGNMENT OF PREFERRED STOCK.(a) On the terms set forth in
this Agreement, on the date hereof Eastrise shall transfer, assign, convey and
deliver to WebMD the Eastrise Shares free and clear of any and all Liens (as
hereinafter defined). In consideration for such transfer, WebMD shall (i) issue
and deliver to Eastrise a warrant to purchase 3,000,000 shares of


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>PAGE>   5

Common Stock, in the form attached hereto as Exhibit A and (ii) execute and
deliver the Amendment to the Media Services Agreement attached hereto as Exhibit
B. Eastrise shall deliver one or more stock certificates, accompanied by stock
powers, duly executed in blank, to WebMD to effect the transfer of the Eastrise
Shares.

                                   SECTION 2.
                           REDEMPTION OF THE INTEREST;
                        TERMINATION OF CERTAIN AGREEMENTS

         2.1      REDEMPTION OF THE INTEREST. On the date hereof and subject to
the terms and conditions herein, International LLC and IJV Holdings shall
execute and deliver a redemption agreement (the "Redemption Agreement"), in the
form attached hereto as Exhibit C.

         2.2      ALLOCATION.

                  (a)      For the period from the formation of International
LLC through the date hereof, IJV Holdings shall be allocated losses for tax
purposes, to the extent available for allocation, of International LLC up to the
aggregate amount of its funding to International LLC; any remaining losses and
items thereof of International LLC shall be allocated for tax purposes to
International Holdings. The parties are not aware of separately allocable items
of income or gain of International LLC.

                  (b)      Each party shall file, and International Holdings
shall cause International LLC to file, all required federal, state, and local
income tax returns and related returns and reports in a manner consistent with
the provisions of this Section 2.2. In the event a party does not comply with
the preceding sentence, the non-complying party shall indemnify and hold the
other party wholly and completely harmless from all cost, liability and damage
that such other party may incur (including, without limitation, incremental tax
liabilities, legal fees, accounting fees and other expenses) as a consequence of
such failure to comply. International Holdings, as the Tax Matters Member of
International LLC, shall provide a copy of the tax return of International LLC
to IJV Holdings.

         2.3      TERMINATION OF PUT RIGHT. Effective as of the date hereof, the
"Put Right" (as defined in the International Operating Agreement) shall be,
without the need for any further action on the part of any party, terminated and
shall be of no further force and effect.

         2.4      TERMINATION OF CERTAIN AGREEMENTS; RELEASE.

                  (a)      Effective as of the date hereof, the Master Strategic
Alliance Agreement, the Purchase Agreement, International Management Services
Agreement, the International Media Services Agreement, the International/Health
Network Trademark License Agreement, the International/Health Network Content
License Agreement, the International/Health & Fitness Trademark License
Agreement, and the International/Health & Fitness Content License Agreement
(collectively, the "TERMINATED INTERNATIONAL AGREEMENTS") shall be terminated ,
with such terminations to be evidences by termination agreements ( each a
"TERMINATION AGREEMENT"), each in a form attached hereto as Exhibit D.

                  (b)      Effective as of the date hereof, each of WebMD and
International Holdings (collectively the "WEBMD PARTIES") hereby fully releases
each of News Corp, Eastrise


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>PAGE>   6

and IJV Holdings (collectively the "NEWS CORP PARTIES") and each of their
respective directors, officers, agents, employees, stockholders, attorneys,
legal representatives, subsidiaries, successors, assigns and other affiliates
from any and all obligations arising out of the ownership and operations of the
business of International LLC, including, but not limited to, any obligation
under the International Operating Agreement (including any obligation to make
capital contributions to International LLC) and obligations under the Terminated
International Agreements; provided, however, that nothing contained in this
Section 2.4(b) shall limit the rights the parties may have with respect to a
breach of any representation, warranty or covenant set forth in this Agreement.

                  (c)      On the date hereof, each of the WebMD Parties and
each of the News Corp Parties shall execute and deliver the Release in the form
attached hereto as Exhibit E.

                                   SECTION 3.
                         REPRESENTATIONS AND WARRANTIES

         3.1      REPRESENTATIONS AND WARRANTIES OF THE NEWS CORP PARTIES. The
News Corp Parties, jointly and severally, hereby represent and warrant to the
WebMD Parties as follows:

                  (a)      Each of the News Corp Parties is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation or formation and has all requisite power and authority to enter
into and perform this Agreement and the transactions contemplated hereby to be
performed by it.

                  (b)      The execution, delivery and performance of this
Agreement have been duly authorized by all necessary action of each of the News
Corp Parties. This Agreement constitutes a valid and binding agreement of each
of the News Corp Parties enforceable against it in accordance with its terms.

                  (c)      Neither the execution and delivery of this Agreement,
nor the consummation of the transactions contemplated hereby, nor compliance
with any of the provisions hereof by the News Corp Parties, will (i) violate any
statute, law, rule or regulation or any order, writ, injunction or decree of any
court or Governmental Authority (as hereinafter defined), or (ii) violate any
provision of the articles of incorporation or bylaws or similar organizational
documents of any of the News Corp Parties or violate or conflict with or
constitute a default under (or give rise to any right of termination,
cancellation or acceleration under) the terms or conditions or provisions of any
note, bond, lease, mortgage, obligation, agreement, understanding, arrangement
or restriction of any kind to which any of the News Corp Parties is a party or
by which they or any of their property is bound.

                  (d)      No permits, registrations, approvals, consents,
satisfaction of waiting periods, or waivers thereof of any court or agency of
any jurisdiction or Governmental Authority, or of any other Person (as
hereinafter defined) whatsoever, are necessary to allow it to consummate the
transactions contemplated in this Agreement in compliance with, and not in
breach of all applicable orders of any court or governmental or other agency
directives, or the provisions of any contract, legal requirement or obligation
binding upon it, its business, properties or assets.


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>PAGE>   7

                  (e)      None of the News Corp Parties, nor any of their
respective directors, officers, or, to each of their knowledge, any of their
respective employees or agents, has employed any investment banker, broker or
finder in connection with the transactions contemplated hereby.

                  (f)      Eastrise is the beneficial owner of the Eastrise
Shares, as successor-in-interest to News America, the holder of record, free and
clear of all Liens.

         3.2      REPRESENTATIONS AND WARRANTIES OF THE WEBMD PARTIES. The WebMD
Parties, jointly and severally, hereby represent and warrant to the News Corp
Parties as follows:

                  (a)      Each of the WebMD Parties is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or formation and has all requisite power and authority to enter
into and perform this Agreement and the transactions contemplated hereby to be
performed by it.

                  (b)      The execution, delivery and performance of this
Agreement have been duly authorized by all necessary action of each of the WebMD
Parties. This Agreement constitutes a valid and binding agreement of each of the
WebMD Parties enforceable against it in accordance with its terms.

                  (c)      Neither the execution and delivery of this Agreement,
nor the consummation of the transactions contemplated hereby, nor compliance
with any of the provisions hereof by the WebMD Parties, will (i) violate any
statute, law, rule or regulation or any order, writ, injunction or decree of any
court or Governmental Authority (as hereinafter defined), or (ii) violate any
provision of the articles of incorporation or bylaws or similar organizational
documents of any of the WebMD Parties or violate or conflict with or constitute
a default under (or give rise to any right of termination, cancellation or
acceleration under) the terms or conditions or provisions of any note, bond,
lease, mortgage, obligation, agreement, understanding, arrangement or
restriction of any kind to which any of the WebMD Parties is a party or by which
they or any of their property is bound.

                  (d)      No permits, registrations, approvals, consents,
satisfaction of waiting periods, or waivers thereof of any court or agency of
any jurisdiction or Governmental Authority, or of any other Person (as
hereinafter defined) whatsoever, are necessary to allow it to consummate the
transactions contemplated in this Agreement in compliance with, and not in
breach of all applicable orders of any court or governmental or other agency
directives, or the provisions of any contract, legal requirement or obligation
binding upon it, its business, properties or assets.

                  (e)      None of the WebMD Parties, nor any of their
respective directors, officers, or, to each of their knowledge, any of their
respective employees or agents, has employed any investment banker, broker or
finder in connection with the transactions contemplated hereby.


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>PAGE>   8

                                   SECTION 4.
                                   COVENANTS

         4.1      FURTHER ASSURANCES.

                  (a)      Each WebMD Party agrees to take any further action
reasonably requested by any of the News Corp Parties to facilitate the
consummation of the transactions contemplated by this Agreement. Each WebMD
Party shall use its commercial best efforts to obtain promptly all necessary
waivers, consents and approvals from any governmental authority or any other
person for any exercise by it or by a News Corp Party of their respective rights
under this Agreement and to take such other actions after the date hereof as may
reasonably be requested by a News Corp Party to effect the purposes of this
Agreement.

                  (b)      Each News Corp Party agrees to take any further
action reasonably requested by any of the WebMD Parties to facilitate the
consummation of the transactions contemplated by this Agreement. Each News Corp
Party shall use its commercial best efforts to obtain promptly all necessary
waivers, consents and approvals from any governmental authority or any other
person for any exercise by it or by a WebMD Party of their respective rights
under this Agreement and to take such other actions after the date hereof as may
reasonably be requested by a WebMD Party to effect the purposes of this
Agreement.

                                   SECTION 5.
                                 INDEMNIFICATION

         5.1      INDEMNIFICATION.

                  (a)      Each of the WebMD Parties agrees jointly and
severally to indemnify each of the News Corp Parties from any and all claims,
losses, liabilities, or damages arising out of the ownership and operations of
the business of International LLC other than those arising out of the gross
negligence or willful misconduct of any News Corp Party; provided, however, that
nothing contained in this Section 5.1(a) shall limit the rights the parties may
have with respect to a breach of any representation, warranty or covenant set
forth in this Agreement.

                  (b)      Each of the News Corp Parties shall indemnify, defend
and hold harmless each of the WebMD Parties, its Affiliates and their respective
directors, officers, partners, employees, agents and representatives from and
against any and all Indemnifiable Losses (as hereinafter defined), to the extent
relating to, resulting from or arising out of any breach by any of the News Corp
Parties of any of its representations, warranties, covenants or agreements
contained in this Agreement.

                  (c)      Each of the WebMD Parties shall indemnify, defend and
hold harmless each of the New Corp Parties, its Affiliates and their respective
directors, officers, partners, employees, agents and representatives from and
against any and all Indemnifiable Losses to the extent relating to, resulting
from or arising out of any breach by any of the WebMD Parties of any of its
representations, warranties, covenants or agreements contained in this
Agreement.


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>PAGE>   9

         5.2      DEFENSE OF CLAIMS.

                  (a)      If any Indemnitee (as hereinafter defined) receives
notice of the assertion or commencement of any Third Party Claim (as hereinafter
defined) against such Indemnitee with respect to which an Indemnifying Party (as
hereinafter defined) is obligated to provide indemnification under this
Agreement, the Indemnitee will give such Indemnifying Party reasonably prompt
written notice thereof, but not later than 30 calendar days after receipt of
such notice of such Third Party Claim. Such notice will describe the Third Party
Claim in reasonable detail, and will indicate the estimated amount, if
reasonably practicable, of the Indemnifiable Loss that has been or may be
sustained by the Indemnitee. The Indemnifying Party will have the right to
participate in, or, by giving written notice to the Indemnitee, to assume, the
defense of any Third Party Claim at such Indemnifying Party's own expense and by
such Indemnifying Party's own counsel (which counsel shall be reasonably
satisfactory to the Indemnitee), and the Indemnitee will cooperate in good faith
in such defense.

                  (b)      If, within ten calendar days after giving notice of a
Third Party Claim to an Indemnifying Party pursuant to Section 5.2(a), an
Indemnitee receives written notice from the Indemnifying Party that the
Indemnifying Party has elected to assume the defense of such Third Party Claim
as provided in the last sentence of Section 5.2(a), the Indemnifying Party will
not be liable for any legal expenses subsequently incurred by the Indemnitee in
connection with the defense thereof; provided, however, that (i) if the
Indemnifying Party does not assume the defense of such Third Party Claim (or
fails to notify the Indemnitee that the Indemnifying Party desires to assume
such defense as provided herein), (ii) if the Indemnifying Party fails to take
reasonable steps necessary to defend diligently such Third Party Claim within
ten calendar days after receiving written notice from the Indemnitee that the
Indemnitee believes the Indemnifying Party has failed to take such steps, (iii)
if the Indemnitee is advised by counsel that the Indemnifying Party has separate
or inconsistent defenses to a Third Party Claim that create significant
conflicts of interest or (iv) if the Indemnifying Party otherwise consents, the
Indemnitee may assume its own defense, and the Indemnifying Party will be liable
for all reasonable costs or expenses paid or incurred in connection therewith.
Without the prior written consent of the Indemnitee, the Indemnifying Party will
not enter into any settlement of any Third Party Claim which could lead to
liability or create any financial or other obligation on the part of the
Indemnitee for which the Indemnitee is not entitled to indemnification hereunder
and which does not contain an unconditional release of the Indemnitee with
respect to such Third Party Claim.

                  (c)      Notwithstanding any other provision of this
Agreement, failure to give timely notice or to include any specified information
in any notice as provided in Sections 5.2(a) or 5.2(b) will not affect the
rights or obligations of any party hereunder except and only to the extent that
as a result of such failure, any party which was entitled to receive such notice
was materially prejudiced as a result of such failure.


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>PAGE>   10

                                   SECTION 6.
                            MISCELLANEOUS PROVISIONS

         6.1      AMENDMENT. No modification, amendment or waiver of any of the
provisions of this Agreement shall be effective unless in writing and signed by
the parties hereto.

         6.2      NON-WAIVER. No waiver by any party hereto of any breach of any
term hereof shall be construed as a waiver of any subsequent breach of that term
or any other term of the same or different nature.

         6.3      SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and shall inure to the benefit of each party hereto and its successors and
assigns.

         6.4      NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given on the date delivered
by hand or on the third business day after such notice is mailed by registered
or certified mail (postage prepaid, return receipt requested), and, pending the
designation by written notice of another address, addressed as follows:

                  If to any WebMD Entity:        WebMD Corporation
                                                 River Drive Center 2
                                                 669 River Drive
                                                 Elmwood Park, New Jersey 07407
                                                 Attention: General Counsel
                                                 Facsimile: (970) 879-8746

                           With a copy to:       Alston & Bird LLP
                                                 1211 East Morehead Street
                                                 P.O. Box Drawer 34009
                                                 Charlotte, NC 28234-4009
                                                 Attention: H. Bryan Ives III,
                                                            Esq.

                  If to any News Corp Entity:    The News Corporation Limited
                                                 c/o News America Incorporated
                                                 1211 Avenue of the Americas
                                                 New York, New York 10036
                                                 Attention: Arthur M. Siskind,
                                                            Esq.

                           With a copy to:       Squadron, Ellenoff, Plesent & Sheinfeld, LLP
                                                 551 Fifth Avenue
                                                 New York, New York 10176
                                                 Attention: Ira Sheinfeld, Esq.

         6.5      GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
its principles of conflicts of laws.


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>PAGE>   11

         6.6      COUNTERPARTS; EFFECTIVENESS. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same agreement; provided that this
Agreement shall not become effective, and no agreement shall be deemed to exist
between the parties hereto with respect to the subject matter hereof, until such
counterparts have been executed by each party hereto and delivered to the other
parties hereto.

         6.7      HEADINGS. The headings in this Agreement are for convenience
of reference only, and shall not affect in any way the meaning, construction or
interpretation hereof.

         6.8      CERTAIN DEFINITIONS. For purposes of this Agreement, the term:

                  (a)      "Affiliate" means a Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, another Person;

                  (b)      "Governmental Authority" means any nation or
government, any state or other political subdivision thereof and an entity
exercising executive, legislative, judicial, regulatory or administrative
function of or pertaining to government;

                  (c)      "Indemnifiable Losses" means any and all damages,
losses, liabilities, obligations, costs and expenses, including, without
limitation, those related to or resulting from any claim, demand or suit (by any
Person), including without limitation the reasonable costs and expenses of any
and all actions, suits, proceedings, demands, assessments, judgments,
settlements and compromises relating thereto and including reasonable attorneys'
fees and expert consultant and engineering fees and expenses in connection
therewith;

                  (d)      "Indemnitee" means any Person entitled to
indemnification pursuant to Section 5.2 of this Agreement;

                  (e)      "Indemnifying Party" means any Person required to
provide indemnification pursuant to Section 5.2 of this Agreement;

                  (f)      "Lien" means any liens, claims, charges, pledges,
encumbrances, security interests, restrictions or rights of others of any nature
whatsoever;

                  (g)      "Person" means an individual, corporation,
partnership, joint venture, association, trust, unincorporated organization or,
as applicable, any other entity; and

                  (h)      "Third Party Claim" means any claim, demand, action
or proceeding made or brought by any Person (including any governmental entity)
who is not a party to this Agreement or an Affiliate of a party to this
Agreement.

         6.9      ENTIRE AGREEMENT. This Agreement and the Letter Agreement
embody the entire agreement and understanding of the parties hereto and their
Affiliates in respect of the subject matter contained herein and merges and
supersedes all prior agreements and understandings between the parties with
respect to such subject matter. To the extent that this Agreement and the Letter
Agreement are inconsistent, this Agreement shall govern.

         6.10     ASSIGNMENT. This Agreement may not be assigned by any party
hereto.


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>PAGE>   12

         6.11     SEVERABILITY. The parties agree that if one or more provisions
contained in this Agreement shall be deemed or held to be invalid, illegal or
unenforceable in any respect; under any applicable law, this Agreement shall be
construed with the invalid, illegal or unenforceable provision deleted, and the
validity, legality and enforceability of the remaining provisions contained
herein shall not be affected or impaired thereby.

         6.12     EXPENSES. Each party shall bear its own expenses and legal
fees (and expenses and disbursements of its legal counsel) incurred on its
behalf with respect to this Agreement.

                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


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>PAGE>   13

         IN WITNESS WHEREOF, each of the parties hereto has caused this
International Assignment Agreement to be signed on its behalf by its duly
authorized officers, all as of the day and year first above written.

                                       WEBMD CORPORATION



                                       By: /s/ K. Robert Draughon
                                          -------------------------------------
                                          Name: K. Robert Draughon
                                          Title: Executive Vice President

                                       HW INTERNATIONAL HOLDINGS, INC.



                                       By: /s/ K. Robert Draughon
                                          -------------------------------------
                                          Name: K. Robert Draughon
                                          Title: Executive Vice President

                                       THE NEWS CORPORATION LIMITED



                                       By: /s/ Arthur M. Siskind
                                          -------------------------------------
                                          Name: Arthur M. Siskind
                                          Title: Senior Executive Vice President

                                       EASTRISE PROFITS LIMITED



                                       By: /s/ Lawrence A. Jacobs
                                          -------------------------------------
                                          Name: Lawrence A. Jacobs
                                          Title: Sr. Vice President

                                       IJV HOLDINGS INC.



                                       By: /s/ Lawrence A. Jacobs
                                          -------------------------------------
                                          Name: Lawrence A. Jacobs
                                          Title: Sr. Vice President


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