{"id":42059,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-webmd-corp-and-the-news-corp-ltd.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-webmd-corp-and-the-news-corp-ltd","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/agreement-webmd-corp-and-the-news-corp-ltd.html","title":{"rendered":"Agreement – WebMD Corp. and The News Corp. Ltd."},"content":{"rendered":"
\n                       [Letterhead of WebMD Corporation]\n\n\nDecember 29, 2000\n\n\nThe News Corporation Limited\nc\/o News America Incorporated\n1211 Avenue of the Americas\nNew York, New York  10036\nAttention: David DeVoe, Senior Executive Vice President\n\nDear Mr. DeVoe:\n\n         The purpose of this letter is to evidence the agreement by and among\nWebMD Corporation, a Delaware corporation (\"WEBMD\") formerly known as\nHealtheon\/WebMD Corporation, Healtheon\/WebMD Cable Corporation, a Delaware\ncorporation (\"WEBMD CABLE\") and wholly owned subsidiary of WebMD,\nHealtheon\/WebMD Internet Corporation, a Delaware corporation (\"WEBMD INTERNET\")\nand wholly owned subsidiary of WebMD, HW International Holdings, Inc., a\nDelaware corporation and wholly owned subsidiary of WebMD (\"INTERNATIONAL\nHOLDINGS\" and, collectively with WebMD, WebMD Cable and WebMD Internet, the\n\"WEBMD ENTITIES\") and The News Corporation Limited, a South Australia, Australia\ncorporation (\"NEWS CORP\"), Fox Entertainment Group, Inc., a Delaware corporation\n(\"FOX\") which is controlled through certain intermediaries by News Corp, Fox\nBroadcasting Company, a Delaware corporation (\"FBC\") and a subsidiary of Fox,\nEastrise Profits Limited, an international business company incorporated under\nthe laws of the British Virgin Islands (\"EASTRISE\") which is controlled through\ncertain intermediaries by News Corp, News America Incorporated, a Delaware\ncorporation (\"NEWS AMERICA\") which is controlled through certain intermediaries\nby News Corp, AHN\/FIT Cable LLC, a Delaware limited liability company (\"AHN\/FIT\nCABLE\") which is owned through certain intermediaries by Fox, AHN\/FIT Internet\nLLC, a Delaware limited liability company which is owned through certain\nintermediaries by Fox (\"AHN\/FIT Internet\"), and IJV Holdings Inc., a Delaware\ncorporation and wholly owned subsidiary of Fox (\"IJV HOLDINGS,\" and,\ncollectively with News Corp, Fox, FBC, Eastrise, News America, AHN\/FIT Cable and\nAHN\/FIT Internet, the \"NEWS CORP ENTITIES\"), concerning the modification or\ntermination of various agreements and arrangements concerning the strategic\nalliance between WebMD and News Corp.\n\n                                   BACKGROUND\n\n         A. As of December 6, 1999, WebMD, News Corp and Fox entered into the\nMaster Strategic Alliance Agreement (the \"MASTER STRATEGIC ALLIANCE Agreement\")\npursuant to which they agreed to enter into certain strategic alliances and\ndeliver certain documents;\n\n         B. As of January 26, 2000 and as contemplated by the Master Strategic\nAlliance Agreement, WebMD, WebMD Cable, WebMD Internet, Fox, FBC, Eastrise,\nAHN\/FIT Cable and AHN\/FIT Internet entered into the Purchase Agreement (the\n\"PURCHASE AGREEMENT\") pursuant to which Fox purchased from WebMD 2,000,000\nshares of common stock, par value $0.0001 per share (the \"COMMON STOCK\"), of\nWebMD and 155,951 shares of Series A Preferred Stock, par value $0.0001 per\nshare (the \"PREFERRED STOCK\"), of WebMD for an aggregate consideration\nconsisting of (i) $100 million, (ii) the transfer by AHN\/FIT Cable to WebMD\nCable of a 50% interest in The Health Network LLC, a Delaware limited liability\ncompany (\"HEALTH NETWORK\"), (iii) the transfer by AHN\/FIT Internet to WebMD\nInternet of a 50% interest in The H\/W Health & Fitness LLC, a Delaware limited\nliability company (\"HEALTH & FITNESS\"), (iv) $400 million of branding services\nacross the various media owned by News Corp and its affiliates throughout the\nworld pursuant to the Media Services Agreement (as defined below), and (v)\n\n>PAGE>   3\n\ncontent to be provided by News Corp pursuant to the News Corp Content License\nAgreement (as defined below);\n\n         C. As contemplated by the Purchase Agreement and at the direction of\nFox, WebMD issued 2,000,000 shares of Common Stock to News America, and an\naggregate of 155,951 shares of Preferred Stock which are currently held by the\nfollowing News Corp Entities: 50,433 shares of Preferred Stock are held by News\nAmerica, 67,244 shares of Preferred Stock are held by FBC, 36,743 shares of\nPreferred Stock are held by AHN\/FIT Cable and 1,531 shares of Preferred Stock\nare held by AHN\/FIT Internet;\n\n         D. As contemplated by the Purchase Agreement, WebMD, Eastrise, AHN\/FIT\nCable, AHN\/FIT Internet, News America and FBC entered into the Registration\nRights Agreement dated as of January 26, 2000 (the \"REGISTRATION RIGHTS\nAGREEMENT\");\n\n         E. As contemplated by the Purchase Agreement, WebMD Cable and AHN\/FIT\nCable entered into the Amended and Restated Operating Agreement of Health\nNetwork dated as of January 26, 2000, as amended (as amended, the \"HEALTH\nNETWORK OPERATING AGREEMENT\");\n\n         F. As contemplated by the Purchase Agreement, WebMD Internet and\nAHN\/FIT Internet entered into the Amended and Restated Operating Agreement of\nHealth & Fitness dated as of January 26, 2000 (the \"HEALTH & FITNESS OPERATING\nAGREEMENT\");\n\n         G. As contemplated by the Master Strategic Alliance Agreement,\nInternational Holdings and IJV Holdings entered into the Operating Agreement of\nWebMD International LLC, a Delaware LLC (\"INTERNATIONAL\") dated as of January\n26, 2000 (the \"INTERNATIONAL OPERATING AGREEMENT\");\n\n         H. Following the execution of the Health Network Operating Agreement,\nHealth Network and WebMD entered into the Trademark License Agreement dated as\nof January 26, 2000 (the \"WEBMD\/HEALTH NETWORK TRADEMARK LICENSE AGREEMENT\") and\nthe Content License Agreement dated as of January 26, 2000 (the \"WEBMD\/HEALTH\nNETWORK CONTENT LICENSE AGREEMENT\");\n\n         I. Following the execution of the International Operating Agreement,\nInternational and News America entered into the Management Services Agreement\ndated as of January 26, 2000 (the \"INTERNATIONAL MANAGEMENT SERVICES AGREEMENT\")\nand International and Eastrise entered into the WebMD International Media\nServices Agreement dated as of January 26, 2000 (the \"INTERNATIONAL MEDIA\nSERVICES AGREEMENT\");\n\n         J. Following the execution of the Health Network Operating Agreement\nand the International Operating Agreement, Health Network and International\nentered into the Trademark License Agreement dated as of January 26, 2000 (the\n\"INTERNATIONAL\/HEALTH NETWORK TRADEMARK LICENSE AGREEMENT\") and the Content\nLicense Agreement dated as of January 26, 2000 (the \"INTERNATIONAL\/HEALTH\nNETWORK CONTENT LICENSE AGREEMENT\");\n\n         K. Following the execution of the Health & Fitness Operating Agreement\nand the International Operating Agreement, Health & Fitness and International\nentered into the Trademark License Agreement dated as of January 26, 2000 (the\n\"INTERNATIONAL\/HEALTH & FITNESS TRADEMARK LICENSE AGREEMENT\") and the Content\nLicense Agreement dated as of January 26, 2000 (the \"INTERNATIONAL\/HEALTH & FITNESS CONTENT LICENSE AGREEMENT\");\n\n         L. As contemplated by the Purchase Agreement, WebMD, Eastrise and Fox\nentered into the Healtheon\/WebMD Media Services Agreement dated as of January\n26, 2000 (the \"DOMESTIC MEDIA SERVICES AGREEMENT\"); and\n\n\n                                      -2-\n>PAGE>   4\n\n         M. As contemplated by the Purchase Agreement, WebMD, Fox and News Corp\nentered into the Content License Agreement dated as of January 26, 2000 pursuant\nto which Fox licensed Fox content to WebMD (the \"FOX CONTENT LICENSE AGREEMENT\")\nand WebMD and News Corp entered into the Content License Agreement dated as of\nJanuary 26, 2000 pursuant to which WebMD licensed WebMD content to various News\nCorp Entities (the \"WEBMD CONTENT LICENSE Agreement\").\n\n         The WebMD Entities and the News Corp Entities desire to modify or\nterminate the agreements to which they are party as specified below:\n\n                       AGREEMENTS REGARDING HEALTH NETWORK\n\n         1.1.     ASSIGNMENT OF MEMBER INTEREST IN HEALTH NETWORK. Subject to\nthe terms and conditions of this Letter Agreement, WebMD Cable hereby agrees to\nassign at the Closing (defined below) its entire interest in Health Network (the\n\"WEBMD CABLE INTEREST\") free and clear of all liens, claims and encumbrances to\nAHN\/FIT Cable or another entity identified by News Corp which entity, if it is\nnot AHN\/FIT Cable, shall be added as a party to this Letter Agreement (the\n\"AHN\/FIT HEALTH NETWORK ENTITY\"), pursuant to an assignment agreement in a form\nreasonably satisfactory to the parties hereto (the \"CABLE INTEREST ASSIGNMENT\nAGREEMENT\"). Effective upon the Closing, the Put and Call (as such terms are\ndefined in the Health Network Operating Agreement) shall be terminated. Through\nthe date of the Closing, WebMD Cable shall be allocated losses of Health Network\nequal to the aggregate amount of its funding to Health Network; all other\nprofits, losses and items thereof of Health Network shall be allocated to the\nAHN\/FIT Cable.\n\n         1.2.     TERMINATION OF CERTAIN AGREEMENTS. The parties to this Letter\nAgreement include all of the parties to each of the WebMD\/Health Network\nTrademark License Agreement, the WebMD\/Health Network Content License Agreement,\nthe International\/Health Network Trademark License Agreement and the\nInternational\/Health Network Content License Agreement (collectively, the\n\"TERMINATED HEALTH NETWORK AGREEMENTS\"). Upon the Closing, each of the\nTerminated Health Network Agreements shall be, without the need for any further\naction on the part of any party, terminated and shall be of no further force and\neffect.\n\n         1.3.     RELEASE BY NEWS CORP ENTITIES. Effective upon the Closing,\neach of the News Corp Entities shall fully release each of the WebMD Entities\nand each of their respective directors, officers, agents, employees,\nstockholders, attorneys, legal representatives, subsidiaries, successors,\nassigns and other affiliates (the \"WEBMD RELEASED PARTIES\") from any and all\nobligations arising out of the ownership or operations of the business of Health\nNetwork, including, but not limited to, any obligations under the Health Network\nOperating Agreement (including obligations to make capital contributions to\nHealth Network) and obligations under the Terminated Health Network Agreements;\nprovided, however, that nothing contained in this Section 1.3 shall limit any\nrights the parties may have with respect to a breach of any representation,\nwarranty or covenant as set forth in this Letter Agreement.\n\n         1.4.     INDEMNIFICATION BY NEWS CORP ENTITIES. Each of the News Corp\nEntities agrees effective as of the Closing jointly and severally to indemnify\neach of the WebMD Released Parties from any and all claims, losses, liabilities,\nor damages arising out of the ownership and operations of the business of Health\nNetwork other than those arising out of the gross negligence or willful\nmisconduct of any WebMD Released Party; provided, however, that nothing\ncontained in this Section 1.4 shall limit any rights the parties may have with\nrespect to a breach of any representation, warranty or covenant as set forth in\nthis Letter Agreement.\n\n\n                                      -3-\n>PAGE>   5\n\n         1.5.     REPRESENTATION AND WARRANTY OF WEBMD. WebMD hereby represents\nand warrants that, from January 26, 2000 until the date hereof, the WebMD\nEntities have operated Health Network in the ordinary course of business in\naccordance with past practices.\n\n                       AGREEMENTS REGARDING INTERNATIONAL\n\n         2.1.     ASSIGNMENT OF MEMBER INTEREST IN INTERNATIONAL. Subject to the\nterms and conditions of this Letter Agreement, IJV Holdings hereby agrees to\nassign at the Closing (defined below) its entire interest in International (the\n\"NEWS CORP INTERNATIONAL INTEREST\") free and clear of all liens, claims and\nencumbrances to an entity identified by WebMD which entity, if it is not a WebMD\nEntity, shall be added as a party to this Agreement (the \"WEBMD INTERNATIONAL\nENTITY\"), pursuant to an assignment agreement in a form reasonably acceptable to\nthe parties (the \"INTERNATIONAL INTEREST ASSIGNMENT AGREEMENT\"). Effective upon\nthe Closing, the Put (as such term is defined in the International Operating\nAgreement) shall be terminated. Through the date of the Closing, IJV Holdings\nshall be allocated losses of International equal to the aggregate amount of its\nfunding to International; all other profits, losses and items thereof of\nInternational shall be allocated to International Holdings.\n\n         2.2.     TERMINATION OF CERTAIN AGREEMENTS. The parties to this Letter\nAgreement include all of the parties to each of the International Management\nServices Agreement and the International Media Services Agreement (collectively,\nthe \"TERMINATED INTERNATIONAL AGREEMENTS\"). Upon the Closing, each of the\nTerminated International Agreements shall be, without the need for any further\naction on the part of any party, terminated and shall be of no further force and\neffect.\n\n         2.3.     RETURN OF REMAINING FUNDS. The parties acknowledge that prior\nto the date hereof IJV Holdings contributed $3 million to the capital of\nInternational. To extent that such capital has not been expended prior to the\nclose of business on the date hereof, the remaining amount shall be returned to\nIJV Holdings in cash at the Closing.\n\n         2.4.     RELEASE BY WEBMD ENTITIES. Effective upon the Closing each of\nthe WebMD Entities shall fully release each of the News Corp Entities and each\nof their respective directors, officers, agents, employees, stockholders,\nattorneys, legal representatives, subsidiaries, successors, assigns and other\naffiliates (the \"NEWS CORP RELEASED PARTIES\") from any and all obligations\narising out of the ownership and operations of the business of International,\nincluding, but not limited to, any obligation under the International Operating\nAgreement (including any obligation to make capital contributions to\nInternational) and obligations under the Terminated International Agreements.\n\n         2.5.     INDEMNIFICATION BY WEBMD ENTITIES. Each of the WebMD Entities\nagrees effective as of the Closing to jointly and severally indemnify each of\nthe News Corp Released Parties from any and all claims, losses, liabilities, or\ndamages arising out of the ownership and operations of the business of\nInternational other than those arising out of the gross negligence or willful\nmisconduct of any News Corp Released Party.\n\n                  AGREEMENTS REGARDING DOMESTIC MEDIA SERVICES\n\n         3.1.     AGREEMENTS REGARDING THE MEDIA SERVICES AGREEMENT. The parties\nto this Agreement include all of the parties to the Domestic Media Services\nAgreement. At the Closing, the Domestic Media Services Agreement shall be,\nwithout the need for any further action on the part of any party, amended as set\nforth in Exhibit 3.1 of this Letter Agreement. Except as contemplated by this\nSection 3.1, the terms and conditions of the Media Services Agreement shall\nremain in full force and effect.\n\n\n                                      -4-\n>PAGE>   6\n\n                      AGREEMENTS REGARDING HEALTH & FITNESS\n\n         4.1.     ASSIGNMENT OF MEMBER INTEREST IN HEALTH & FITNESS. Subject to\nthe terms and conditions of this Agreement, WebMD Internet hereby agrees to\nassign at the Closing its entire interest in Health & Fitness (the \"WEBMD\nINTERNET INTEREST\") free and clear of all liens, claims and encumbrances to\nAHN\/FIT Internet or another entity identified by News Corp which entity, if it\nis not AHN\/FIT Cable, shall be added as a party to this Letter Agreement (the\n\"AHN\/FIT HEALTH & FITNESS ENTITY\"), pursuant to an assignment agreement in a\nform reasonably acceptable to the parties (the \"INTERNET INTEREST ASSIGNMENT\nAGREEMENT\"). Effective upon the Closing, the Put and Call (as such terms are\ndefined in the Health & Fitness Operating Agreement) shall be terminated.\nThrough the date of the Closing, WebMD Internet shall be allocated losses of\nHealth & Fitness equal to the aggregate amount of its funding to Health & Fitness; all other profits, losses and items thereof of Health & Fitness shall\nbe allocated to the AHN\/FIT Internet.\n\n         4.2.     TERMINATION OF CERTAIN AGREEMENTS. The parties to this Letter\nAgreement include all of the parties to each of the International\/Health & Fitness Trademark License Agreement and the International\/Health & Fitness\nContent License Agreement (collectively, the \"TERMINATED HEALTH & FITNESS\nAGREEMENTS\"). Upon the Closing, each of the Terminated Health & Fitness\nAgreements shall be, without the need for any further action on the part of any\nparty, terminated and shall be of no further force and effect.\n\n         4.3.     RELEASE BY NEWS CORP ENTITIES. Each of the News Corp Entities\ndoes hereby fully release each of the WebMD Released Parties from any and all\nobligations arising from the ownership and operation of the business of Health & Fitness, including, but not limited to any obligations under the Terminated\nHealth & Fitness Agreements.\n\n         4.4.     INDEMNIFICATION BY NEWS CORP ENTITIES. Each of the News Corp\nEntities agrees effective as of the Closing to jointly and severally indemnify\neach of the WebMD Released Parties from any and all claims, losses, liabilities,\nor damages arising out of the ownership and operations of the business of Health\n& Fitness other than those arising out of the gross negligence or willful\nmisconduct of any WebMD Released Party.\n\n        CERTAIN AGREEMENTS REGARDING MASTER STRATEGIC ALLIANCE AGREEMENT,\n                     PURCHASE AGREEMENT AND CONTENT LICENSES\n\n         5.1.     TERMINATION OF MASTER STRATEGIC ALLIANCE AGREEMENT, THE\nPURCHASE AGREEMENT AND FOX CONTENT LICENSE; CONTINUATION OF WEBMD CONTENT\nLicense. The parties to this Agreement include all of the parties to each of the\nMaster Strategic Alliance Agreement, the Purchase Agreement, the Fox Content\nLicense Agreement and the WebMD Content License Agreement. At the Closing the\nMaster Strategic Alliance Agreement, the Purchase Agreement and the Fox Content\nLicense Agreement shall be, without the need for any further action on the part\nof any party, terminated and shall be of no further force and effect and no\nparty to it shall have any further rights or obligations with respect thereto or\nbe required from and after the termination thereof pursuant to this Section 5.1\nto take, or refrain from taking, any action whatsoever pursuant to the Master\nStrategic Alliance Agreement, the Purchase Agreement or the Fox Content License\nAgreement. It is acknowledged that the WebMD Content License Agreement shall\nremain in full force and effect.\n\n         5.2.     REPRESENTATIONS AND WARRANTIES OF WEBMD AS TO COMMON STOCK.\nWebMD hereby represents and warrants that the 2,000,000 shares of Common Stock\ndelivered to News America pursuant to the Purchase Agreement have been duly\nauthorized, validly issued, fully paid and non-assessable.\n\n\n                                      -5-\n>PAGE>   7\n\n                    AGREEMENTS REGARDING THE PREFERRED STOCK\n\n         6.1.     TRANSFER OF PREFERRED STOCK TO WEBMD. The parties to this\nLetter Agreement include all of the holders of Preferred Stock (the \"PREFERRED\nSTOCKHOLDERS\"). Subject to the terms and conditions of this Letter Agreement,\nand in consideration of the terms and provisions hereof, each of the Preferred\nStockholders shall transfer to WebMD all of the shares of Preferred Stock held\nof record by it free and clear of all liens, claims and encumbrances pursuant to\nan assignment in a form reasonably satisfactory to the parties (the \"PREFERRED\nSTOCK ASSIGNMENT AGREEMENT\" and, collectively with the Cable Interest Assignment\nAgreement, the International Interest Assignment Agreement and the Internet\nInterest Assignment Agreement, the \"TRANSFER AGREEMENTS\").\n\n                                CERTAIN COVENANTS\n\n         7.1      HART-SCOTT-RODINO. The WebMD Entities and the News Corp\nEntities shall file as soon as practicable after the date of this Letter\nAgreement notifications under the Hart-Scott-Rodino Antitrust Improvements Act\nof 1976 (the \"HSR ACT\") and shall respond as promptly as practicable to all\ninquiries or requests received from the Federal Trade Commission or the\nAntitrust Division of the Department of Justice for additional information or\ndocumentation and shall respond as promptly as practicable to all inquiries and\nrequests received from any State Attorney General or other Governmental Entity\nin connection with antitrust matters. The parties shall cooperate with each\nother in connection with the making of all such filings or responses, including\nproviding copies of all such documents to the other party and its advisors prior\nto filing or responding. The parties further agree that the filing fees with\nrespect to any filing made under the HSR Act shall be shared equally by the\nparties.\n\n         7.2      WARRANT. In consideration of the agreement by New Corp\nEntities to the provisions of this Letter Agreement, at the Closing WebMD shall\nissue to such News Corp Entities as News Corp shall designate a warrant to\npurchase 3,000,000 shares of Common Stock of WebMD for an exercise price payable\nin cash of $15 per share, which warrant shall be exercisable at any time and\nfrom time to time during a term of 6 years from the date of Closing (the\n\"WARRANT\"). The shares underlying the Warrant shall be \"Registrable Securities\"\nfor purposes of the Registration Rights Agreement. The Warrant shall be in\nsubstantially the form attached hereto as Exhibit 7.2.\n\n         7.3.     RELEASES.\n\n                  7.3.1.   RELEASE BY WEBMD ENTITIES. Each of the WebMD Entities\nshall, effective as of the Closing, fully release each of the News Corp Released\nParties from any and all claims, demands, rights, actions or causes of action,\nliabilities, damages, losses, obligations, judgments, suits, matters and issues\nof any kind or nature whatsoever, whether known or unknown, contingent or\nabsolute, suspected or unsuspected, disclosed or undisclosed, hidden or\nconcealed, matured or unmatured, that they may have (including, but not limited\nto, any claims arising under federal or state law relating to alleged fraud,\nbreach of any duty, negligence, violations of the federal securities laws or\notherwise), whether individual, class, derivative, representative, legal,\nequitable or any other type or in any other capacity against the News Corp\nReleased Parties which have arisen or could have arisen, out of, or relate in\nany manner to the Master Strategic Alliance Agreement, the Purchase Agreement,\nthe Health Network Operating Agreement, the Health & Fitness Operating\nAgreement, the International Operating Agreement, the Fox Content License\nAgreement, the Terminated Health Network Agreements, the Terminated\nInternational Agreements and the Terminated Health & Fitness Agreements\n(collectively, the \"TERMINATED AGREEMENTS\"), including, without limitation, any\nallegations, facts, events, transactions, acts, occurrences, statements,\nrepresentations, misrepresentations, omissions or any other matter, thing or\ncause whatsoever, or any series thereof, embraced, involved, set forth or\notherwise related, directly or indirectly, to any of the Terminated Agreements;\nprovided, however, that nothing contained in this Section 7.3.1 shall limit\n\n\n                                      -6-\n>PAGE>   8\n\nany rights the parties may have with respect to a breach of any representation,\nwarranty or covenant as set forth in this Letter Agreement.\n\n                  7.3.2.   RELEASE BY NEWS CORP ENTITIES. Each of the News Corp\nEntities shall, effective as of the Closing, fully release each of the WebMD\nReleased Parties from any and all claims, demands, rights, actions or causes of\naction, liabilities, damages, losses, obligations, judgments, suits, matters and\nissues of any kind or nature whatsoever, whether known or unknown, contingent or\nabsolute, suspected or unsuspected, disclosed or undisclosed, hidden or\nconcealed, matured or unmatured, that they may have (including, but not limited\nto, any claims arising under federal or state law relating to alleged fraud,\nbreach of any duty, negligence, violations of the federal securities laws or\notherwise), whether individual, class, derivative, representative, legal,\nequitable or any other type or in any other capacity against the WebMD Released\nParties which have arisen or could have arisen, out of, or relate in any manner\nto the Terminated Agreements, including, without limitation, any allegations,\nfacts, events, transactions, acts, occurrences, statements, representations,\nmisrepresentations, omissions or any other matter, thing or cause whatsoever, or\nany series thereof, embraced, involved, set forth or otherwise related, directly\nor indirectly, to any of the Terminated Agreements; provided, however, that\nnothing contained in this Section 7.3.2 shall limit any rights the parties may\nhave with respect to a breach of any representation, warranty or covenant as set\nforth in this Letter Agreement.\n\n         7.4      OTHER DEFINITIVE AGREEMENTS. The parties agree to use their\ngood faith best efforts to enter into one or more other definitive agreements\nthat may amend, supplement or replace this agreement, which agreements may\nprovide for, among other things, transition of the businesses of Health Network\nand International (including the preparation of tax returns for such entities)\nand the tax treatment of the transactions contemplated by this Letter Agreement.\nThe parties agree to use commercially reasonable efforts to structure the\ndefinitive agreements in a mutually advantageous way, from a tax and financial\nreporting perspective. The parties acknowledge that this Letter Agreement\ncontains all of the material terms of their agreement and shall be enforceable\nin accordance with its terms notwithstanding any failure to agree on further\ndefinitive agreements.\n\n         7.5      OPERATIONS PENDING CLOSING. The parties agree that they shall\ncontinue to operate Health Network and International in the ordinary course of\nbusiness pending the Closing, provided, however, no party shall have any further\nobligation to make capital contributions to those entities. Pending the Closing,\n(i) the capital requirements of Health Network shall be met by one or more of\nthe News Corp Entities, by making unsecured loans, bearing interest at 8% per\nannum, to Health Network, and (ii) the capital requirements of International\nshall be met by one or more of the WebMD Entities, by making unsecured loans,\nbearing interest at 8% per annum, to International.\n\n         7.6      FURTHER ACTIONS BY WEBMD ENTITIES. Each WebMD Entity agrees to\ntake any further action reasonably requested by News Corp to facilitate the\nconsummation of the transactions contemplated by this Agreement. Each of WebMD\nEntities shall use its commercial best efforts to obtain promptly all necessary\nwaivers, consents and approvals from any governmental authority or any other\nperson for any exercise by it or by News Corp of their respective rights under\nthis Agreement and to take such other actions as may reasonably be requested by\nNews Corp to effect the purposes of this Agreement. The period of time provided\nfor any closing of the transactions contemplated by this Agreement may, at the\noption of News Corp, be extended as necessary in order to obtain any such\nwaivers, consents and approvals. Without limiting the generality of the\nforegoing, to the extent that the WebMD Entities or any of their affiliates has\nheretofore acquired any assets (including domain names, URLs and registered\ntrademarks) formerly held by the predecessors of Health Network and Health & Fitness, then such WebMD Entity shall, or shall cause its affiliate, to assign\nsuch acquired assets to Health Network.\n\n\n                                      -7-\n>PAGE>   9\n\n         7.7      FURTHER ACTIONS BY NEWS CORP ENTITIES. Each News Corp Entity\nagrees to take any further action reasonably requested by WebMD to facilitate\nthe consummation of the transactions contemplated by this Agreement. Each of\nNews Corp Entities shall use its commercial best efforts to obtain promptly all\nnecessary waivers, consents and approvals from any governmental authority or any\nother person for any exercise by it or by WebMD of their respective rights under\nthis Agreement and to take such other actions as may reasonably be requested by\nWebMD to effect the purposes of this Agreement, including, without limitation,\nthe termination of International's relationship with Alliance Atlantis. The\nperiod of time provided for any closing of the transactions contemplated by this\nAgreement may, at the option of WebMD, be extended as necessary in order to\nobtain any such waivers, consents and approvals.\n\n         7.8      CONTINUATION OF THE REGISTRATION RIGHTS AGREEMENT. The parties\nacknowledge and agree that the Registration Rights Agreement, as modified\nhereby, shall remain in full force and effect.\n\n                                  MISCELLANEOUS\n\n         8.1      CLOSING. The closing shall be held on the third business day\nfollowing receipt of the required approvals under the HSR Act at 10:00 AM\neastern time at the offices of Alston & Bird LLP, 90 Park Avenue, New York, New\nYork (the \"CLOSING\").\n\n         8.2      GOVERNING LAW. This Letter Agreement shall be governed by and\nconstrued under the laws of the State of Delaware, without regard to its\nprinciples of conflicts of laws.\n\n         8.3      ASSIGNMENT. This Letter Agreement may not be assigned by any\nparty hereto.\n\n         8.4      ENTIRE AGREEMENT; AMENDMENT. This Letter Agreement constitutes\nthe full and entire understanding and agreement among the parties hereto with\nregard to the subjects hereof. Neither this Agreement nor any term hereof may\nbe amended, waived, discharged or terminated except by a written instrument\nsigned by the parties thereto.\n\n         8.5      NOTICES. All notices and other communications required or\npermitted hereunder shall be given in writing and shall be deemed effectively\ngiven upon personal delivery or three (3) business days following deposit with\nthe United States Postal Service, by certified mail, return receipt requested,\npostage prepaid, or otherwise delivered by hand or by messenger, as follows:\n\n         If to any WebMD Entity:            WebMD Corporation\n                                            400 The Lenox Building\n                                            3399 Peachtree Road\n                                            Atlanta, Georgia 30326\n                                            Attention:  General Counsel\n\n         With a copy to:                    Alston & Bird LLP\n                                            1211 East Morehead Street\n                                            P.O. Drawer 34009\n                                            Charlotte, NC  28234-4009\n                                            Attention:  H. Bryan Ives III, Esq.\n\n\n                                      -8-\n>PAGE>   10\n\n         If to any News Corp Entity:        The News Corporation Limited\n                                            c\/o News America Incorporated\n                                            1211 Avenue of the Americas\n                                            new York, New York 10036\n                                            Facsimile (212) 768-2029\n                                            Attention:  Arthur M. Siskind, Esq.\n\n         With a copy to:                    Squadron, Ellenoff, Plesent & Sheinfield, LLP\n                                            551 Fifth Avenue\n                                            New York, New York 10176\n                                            Facsimile (212) 697-6686\n                                            Attention: Ira Sheinfeld, Esq.\n\nor at such other address as any party shall have furnished to the other parties\nin writing.\n\n         8.6      AGENT'S FEES. Each party (i) represents and warrants that it\nhas retained no finder or broker in connection with the transactions\ncontemplated by this Agreement, and (ii) hereby agrees to indemnify and to hold\nthe other party harmless of and from any liability for commissions or\ncompensation in the nature of an agent's, finder's or broker's fee to any broker\nor other person or firm (and the cost and expenses of defending against such\nliability or asserted liability) for which said party is responsible.\n\n         8.7      EXPENSES. Each party shall bear its own expenses and legal\nfees (and expenses and disbursements of its legal counsel) incurred on its\nbehalf with respect to this Agreement and the transactions contemplated hereby.\n\n         8.8      CONSTRUCTION OF CERTAIN TERMS. The titles of the articles,\nsections, and subsections of this Agreement are for convenience of reference\nonly and are not to be considered in construing this Agreement.\n\n         8.9      COUNTERPARTS. This Agreement may be executed in any number of\ncounterparts, each of which shall be an original, but all of which together\nshall constitute one instrument.\n\n         8.10     ENFORCEMENT.\n\n                  8.10.1.  REMEDIES AT LAW OR IN EQUITY. If any WebMD Entity or\nany News Corp Entity shall default in any of its obligations under this\nAgreement, News Corp or WebMD, respectively, may proceed to protect and enforce\nits rights by suit in equity or action at law, whether for the specific\nperformance of any term contained in this Agreement, injunction against the\nbreach of any such term or in furtherance of the exercise of any power granted\nin this Agreement, or to enforce any other legal or equitable right of such\nparty or to take any one of more of such actions.\n\n                  8.10.2.  REMEDIES CUMULATIVE; WAIVER. No remedy referred to\nherein is intended to be exclusive, but each shall be cumulative and in addition\nto any other remedy referred to above or otherwise available to a party at law\nor in equity. No express or implied waiver by any party of any default shall be\na waiver of any future or subsequent default. The failure or delay of any party\nin exercising any rights granted it hereunder shall not constitute a waiver of\nany such right and any single or partial exercise of any particular right by\nsuch party shall not exhaust the same or constitute a waiver of any other right\nprovided herein.\n\n\n                                      -9-\n>PAGE>   11\n\n         8.11     PRESS RELEASES. WebMD and News Corp shall consult with each\nother as to the form and substance of any press release or other public\ndisclosure related to this Letter Agreement or any transaction contemplated\nhereby. No WebMD Entity or News Corp Entity shall issue any press release or\nmake any other public disclosure without the prior approval of News Corp (in the\ncase of a WebMD Entity) or WebMD (in the case of a News Corp Entity), which\napproval shall not be unreasonably withheld or delayed; provided, however, that\nnothing in this Section 8.11 shall be deemed to prohibit any WebMD Entity or\nNews Corp Entity from making any disclosure which its counsel deems necessary or\nadvisable in order to satisfy disclosure obligations imposed upon such entity by\nany law, ordinance, regulation, reporting or licensing requirement, rule, or\nstatute applicable to such entity.\n\n         8.12     SEVERABILITY. In the event any one or more of the provisions\ncontained in this Agreement should be held invalid, illegal or unenforceable in\nany respect, the validity, legality and enforceability of the remaining\nprovisions contained herein shall not in any way be affected or impaired\nthereby. The parties shall endeavor in good faith negotiations to replace the\ninvalid, illegal or unenforceable provisions with valid provisions the economic\neffect of which comes as close as possible to that of the invalid, illegal or\nunenforceable provisions.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                          ****************************\n\n\n                                      -10-\n>PAGE>   12\n\n\n         If the foregoing accurately represents our agreement, please execute\nbelow.\n\n\n                           Sincerely yours,\n\n\n\n                           WEBMD CORPORATION, for itself and the other WebMD\n                           Entities\n\n                           By:    \/s\/ K. Robert Draughon\n                              --------------------------------------------------\n                           Name:  K. Robert Draughon\n                           Title: Executive Vice President, Business Development\n\n\n\nAGREED:\n\nTHE NEWS CORPORATION LIMITED, for itself and the other News Corp Entities\n\n\nBy:            \/s\/ John P. Nallen\n         -------------------------------\nTitle:   Senior Vice President, Finance\nName:    John P. Nallen\nDate:    12\/29\/00\n         -------------------------------\n\n\n                                      -11-\n>PAGE>   13\n\n\n                                  EXHIBIT 3.1\n\n\n         The Domestic Media Services Agreement shall be amended at the Closing\nas follows:\n\n         1.       For the purposes of the amendment to the Domestic Media\nServices Agreement, the \"Effective Period\" shall commence on January 1, 2001 and\nexpire on August 31, 2010;\n\n         2.       Section 2.1 shall be amended as follows:\n\n                  (a)      The first sentence shall be amended by deleting the\nnumber \"$240 million\" and by substituting \"$190 million\" in lieu thereof;\n\n                  (b)      Schedule 1 to Section 2.1 shall be amended by\ndeleting it in its entirety and replacing it with the new Schedule 1 attached\nhereto;\n\n                  (c)      The following shall be added at the end of Section\n2.1: \"Anything herein to the contrary notwithstanding: (a) to the extent that\nthe Company does not utilize the dollar amount of Advertising Services to be\nprovided to the Company during any television broadcast season as set forth on\nSchedule 1 (as amended), the Company shall have the right to carry over, and the\nNews Parties and their Controlled Affiliates shall be obligated to provide, an\naggregate amount of up to 25% of such Advertising Services to be provided to and\nin the next broadcast season, provided that such carryover right shall be\nlimited to the next broadcast season only (in other words, the carry over shall\nnot continue to accumulate beyond the next broadcast season), and provided,\nfurther that there shall be no carryover past the end of the term, August 31,\n2010; (b) the News Parties acknowledge that the Company intends to use the\nAdvertising Services to co-promote its products and services along with the\nproducts and services of the Company's client base, and the Advertising Services\nmay be used for such co-promotion in a manner which features the products and\nservices of the Company's client base so long as the advertisements are designed\nin a manner that also promotes the Company's products and services and\nidentifies the Company.\"\n\n         3.       Section 3.1 shall be amended as follows: (a) by deleting the\nnumber \"$160 million\" and by substituting the number \"$15 million\" in lieu\nthereof; (b) by deleting the last sentence of Section 3.1 and by deleting\nSchedule 3; (c) by inserting the following sentences at the end of Section 3.1:\n\"The Promotional Services shall be provided to the Company during the period\nfrom January 1, 2001 through August 31, 2004 with the amount of such services to\nbe provided during each television broadcast season to be determined by the\nCompany (which shall have no obligation to spread its request for such services\nover such period).\n\n         4.       The first sentence of Section 3.5 shall be deleted with the\nfollowing substituted in lieu thereof: \"The News Parties agree that they will\nprovide at least the Inherent Market Value of Promotional Services to the\nCompany set forth in Section 3.1 at the times and in the amounts reasonably\nrequested by the Company hereunder.\"\n\n         5.       All references to Schedule 4 shall be amended to be references\nto Schedule 3.\n\n         6.       Section 9.11 shall be deleted in its entirety.\n\n\n                                     \n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8350,9303],"corporate_contracts_industries":[9510,9467],"corporate_contracts_types":[9613,9617],"class_list":["post-42059","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-news-corp-ltd","corporate_contracts_companies-webmd-corp","corporate_contracts_industries-technology__programming","corporate_contracts_industries-media__newspapers","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42059","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42059"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42059"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42059"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42059"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}