{"id":42213,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/data-rights-agreement-healtheon-webmd-corp-and-quintiles.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"data-rights-agreement-healtheon-webmd-corp-and-quintiles","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/data-rights-agreement-healtheon-webmd-corp-and-quintiles.html","title":{"rendered":"Data Rights Agreement &#8211; Healtheon\/WebMD Corp. and Quintiles Transnational Corp."},"content":{"rendered":"<pre>\n                              DATA RIGHTS AGREEMENT\n\n\n         THIS DATA RIGHTS AGREEMENT (the \"AGREEMENT\") is made and entered into\nas of May 26, 2000 by and between HEALTHEON\/WEBMD CORPORATION, a Delaware\ncorporation (\"HEALTHEON\"), and QUINTILES TRANSNATIONAL CORP., a North Carolina\ncorporation (\"QUINTILES\").\n\n         References in this Agreement to \"schedules\" refer to the documents\nattached as schedules to this Agreement, all of which form part of this\nAgreement; and unless otherwise indicated, references to \"articles\" or\n\"sections\" refer to the corresponding numbered articles and sections of this\nAgreement. As used in the body of this Agreement, the term \"Healtheon\" shall be\ndeemed to include Healtheon and all of its Affiliates (as defined in Article I\nbelow).\n\n\n                                   BACKGROUND\n\n                  (a)      Quintiles provides product development and\ncommercialization solutions, healthcare informatics services, and healthcare\npolicy consulting to the healthcare industry worldwide.\n\n                  (b)      Healtheon is applying advanced Internet technology to\nenable healthcare providers and consumers to interact with each other and the\ninstitutions of healthcare online.\n\n                  (c)      Healtheon and Quintiles are parties to an Agreement\nand Plan of Merger dated as of January 22, 2000 (the \"MERGER AGREEMENT\")\npursuant to which they have agreed, among other things, for Quintiles' wholly\nowned subsidiary Envoy Corporation (\"Envoy\") to become a wholly owned subsidiary\nof Healtheon by merger (the \"ENVOY MERGER\").\n\n                  (d)      As a principal component of the transactions\nsurrounding the Merger Agreement, Quintiles desires to secure the right and\nlicense from Healtheon, effective upon consummation of the Envoy Merger, to\ndevelop and commercialize Data Products based on data available to Healtheon by\nvirtue of Healtheon's Transaction Business (including without limitation that\nacquired through Envoy) and other healthcare businesses, all as provided below.\n\n                  NOW, THEREFORE, in consideration of their respective\nagreements set forth in this Agreement and of other good and valuable\nconsideration, the receipt and legal sufficiency of which they acknowledge, and\nintending to be legally bound, Healtheon and Quintiles agree as follows:\n\n\n                                    ARTICLE I\n                                   DEFINITIONS\n\n         As used in this Agreement, the following capitalized terms shall have\nthe respective meanings set forth below:\n\n\n&gt;PAGE&gt;   3\n\n                  (a)      \"ACCESS SPECIFICATIONS\" means the schedule, method,\nmedium, format, structure, organization, archival, mapping, and other\nlogistical, technical, legal, and other parameters by which Healtheon will\nprovide Quintiles electronic access to and copies of the Licensed Data. The\nAccess Specifications will be determined by the parties and may be modified from\ntime to time pursuant to Section 2.2(a).\n\n                  (b)      \"AFFILIATE\" of a Person means a Person controlling,\ncontrolled by or under common control with such Person at any time as of or\nafter the date of this Agreement and, with respect to Healtheon, shall include\nWebMD International, LLC, Healtheon's international joint venture with an\naffiliate of The News Corporation Limited.\n\n                  (c)      \"CONFIDENTIAL INFORMATION\" means and includes all\ninformation disclosed under this Agreement by either party to the other (subject\nto the exceptions defined below), including without limitation all business and\nproduct plans, marketing information, and other business information so\ndisclosed; provided, however, that the Licensed Data shall constitute\nConfidential Information of Healtheon except as and to the extent reflected in\nData Products commercialized by Quintiles under authority of this Agreement.\nNotwithstanding the foregoing, the following shall not constitute Confidential\nInformation: information which (1) is known by the receiving party prior to\ndisclosure by the disclosing party; (2) is or becomes available publicly other\nthan as a result of a breach of this Agreement; (3) is developed independently\nby the receiving party without the use of or reliance on the disclosing party's\nConfidential Information; or (4) is provided to the receiving party by a third\nparty under no duty of confidentiality to the disclosing party.\n\n                  (d)      \"DATA PRODUCT\" means any product created for the\npurpose of sale or licensing to one or more third Persons which is based on the\nselective or strategic extraction, compilation, assimilation, manipulation,\nanalysis, and\/or presentation of aggregate De-Identified Data of the type that\ncomprises the Licensed Data, with a view toward creation of a derivative\ncompilation of data (or analytical conclusions thereon) having commercial\nutility. The term Data Product also shall include the sale or licensing of\nLicensed Data in a raw format data feed or any other form.\n\n                  (e)      \"DE-IDENTIFICATION\" means the process of removing,\ncoding, encrypting or otherwise eliminating or concealing the data elements that\nmakes Licensed Data individually identifiable to a particular patient or\nconsumer, and includes the removal or concealing of any data elements\nspecifically required by Law or contractual obligation to be removed or\nconcealed to make Licensed Data not individually identifiable as to the patient\nor consumer or other elements of the Licensed Data that are required by law to\nbe de-identified.\n\n                  (f)      \"DE-IDENTIFIED DATA\" means Licensed Data that has\nbeen through the De-Identification process. For the avoidance of doubt,\nDe-Identified Data only de-identifies data elements that make the Licensed Data\nindividually identifiable to a particular patient or consumer (unless other\nelements of the Licensed Data are required by Law to be de-identified), and\nthose data elements (other than patient or consumer identifying data) of the\nLicensed Data that are not required to be de-identified constitute De-Identified\nData notwithstanding their identifiable format. By way of example, and without\nlimitation, specific identifiable data such as the names of specific pharmacies,\nphysicians, hospitals and payors constitute De-Identified Data once the\ncorresponding Licensed Data has been through the De-Identification process,\nprovided that such items are not\n\n\n                                       2\n&gt;PAGE&gt;   4\n\nrequired by Law to be de-identified. Licensed Data will also be considered\nDe-Identified Data for purposes of this Agreement if the particular data set\ndoes not contain patient or consumer identifying data or any data elements that\nrequire de-identification pursuant to applicable Law and, accordingly, such data\nset does not go through the De-Identification process.\n\n                  (g)      \"EFFECTIVE TIME\" means the effective time of the\nEnvoy Merger, determined according to the Merger Agreement.\n\n                  (h)      \"FIELD OF USE\" means on a worldwide basis the\ndevelopment of Data Products based on or including Licensed Data and\ncommercialization or delivery of such Data Products to (1) the pharmaceutical\nindustry, including without limitation pharmaceutical, biotechnology, genomics,\nand other companies in the business of research, development, production,\nmanufacturing, marketing, sale, distribution, or other commercialization of\npharmaceutical products or medical devices, as well as to foundations,\ngovernment agencies, universities, private individuals, or others engaged in\nresearch regarding drug efficacy, epidemiology, disease control, diagnostic\npatterns, and similar areas of inquiry that in each case are related to\npharmaceutical use and medical outcomes, and (2) physicians, patients,\nhospitals, health maintenance organizations, governmental entities, and other\nhealthcare consumers, providers, pharmacies, and payors.\n\n                  (i)      \"LAW\" means any United States federal, state, local\nor foreign law, statute, regulation, ordinance, order, judgment, decree, rule or\nother applicable governmental or judicial restriction or requirement, and any\njudicial or administrative interpretation or determination with respect thereto.\n\n                  (j)      \"LICENSED DATA\" means all of the following\ntransmitted to, from, or through or otherwise received, possessed or controlled\nfrom time to time by or for the benefit of Healtheon to the extent Healtheon is\nnot prohibited by applicable Law or contractual arrangement from providing such\ndata to Quintiles under this Agreement, regardless of the medium of or\ncircumstances giving rise to transmission: (1) Transaction Data and (2) other\ndata concerning (A) the health, medical condition, or treatment of actual,\nspecific people, (B) the behavior of actual, specific people intended to treat,\nmaintain, or otherwise influence their health or medical conditions, or (C) the\nproviding of health care or reimbursement or payment therefor with respect to\nactual, specific physicians, hospitals, health maintenance organizations,\ngovernmental entities, and other providers, pharmacies, and payors.\n\n                  (k)      \"PERSON\" means any person or entity.\n\n                  (l)      \"STEERING COMMITTEE\" means the oversight committee\nformed pursuant to Section 7.1.\n\n                  (m)      \"TRANSACTION BUSINESS\" refers to the business of\nprocessing or facilitating the processing of transactions, of the following\ntype: reimbursement, indemnity, or payment or other related claims or encounters\nby and among physicians, hospitals, health maintenance organizations,\ngovernmental entities, and other providers, pharmacies, and payors, as well as\neligibility, adjudication, referrals, formulary checks, and similar\ntransactions, irrespective of the manner, mode, communications method or\nplatform through which such business is conducted from time to time, and giving\neffect to evolutionary or other developments in the scope of and manner in which\nsuch\n\n\n                                       3\n&gt;PAGE&gt;   5\n\nbusiness generally is conducted going forward. Without limiting the foregoing,\nthe term \"Transaction Business\" includes the business conducted as of the date\nof this Agreement (and evolutions thereof) by Envoy and by Healtheon's Affiliate\nMedeAmerica, Inc.\n\n                  (n)      \"TRANSACTION BUSINESS SERVICE AGREEMENT\" means an\nagreement to render Transaction Business services for a customer.\n\n                  (o)      \"TRANSACTION DATA\" means all data transmitted to,\nfrom, or through or otherwise received or possessed by or for the benefit of\nHealtheon from transactions processed or facilitated in the conduct of its\nTransaction Business.\n\n                                   ARTICLE II\n                                  DATA PRODUCTS\n\n         2.1      LICENSE.\n\n                  (a)      Grant. Subject to the terms and conditions of this\nAgreement, Healtheon hereby grants Quintiles, effective as of the Effective\nTime, an irrevocable, perpetual, worldwide right and license to use the Licensed\nData (after its De-Identification according to Section 2.2(a)(2)) to develop,\nlicense, sell, and otherwise commercialize Data Products, and in connection\ntherewith to receive, collect, possess, process, combine, analyze, and transfer\nthe Licensed Data to third parties. This license includes the right to\nsublicense, subject to Section 7.9 below.\n\n                  (b)      Exclusivity. Subject to Section 2.1(d) below,\nHealtheon shall not (i) grant any right or license, whether exclusive or\nnon-exclusive, to any Person to use the Licensed Data in the Field of Use, or\n(ii) engage directly or indirectly in the development or commercialization of\nData Products in the Field of Use based on or including as a component thereof\nthe Licensed Data. Nothing in this Agreement shall preclude Healtheon from using\nor analyzing Licensed Data solely for its internal purposes or for the\ndevelopment or marketing of products or services that do not themselves\nconstitute Data Products. Nothing in this Agreement shall preclude Healtheon\nfrom providing to those Persons from whom Healtheon has acquired Licensed Data\n(or the Persons in the same transaction chain) the same Licensed Data that was\nacquired from such Persons, which may be processed, compiled or analyzed, but\nwhich shall not be aggregated with the Licensed Data acquired from any other\nPerson.\n\n                  (c)      Exclusivity and Royalty Dispute; Future Use of\nLicensed Data. The parties acknowledge and agree that there will be ambiguities\nconcerning whether certain activities constitute Data Products or produce Gross\nProduct Revenue or Operating Income from the sale or licensing of Data Products.\nSuch ambiguities shall be resolved in good faith pursuant to the dispute\nresolution process set forth in Article V. If trends in the data product\nindustry move toward a more significant use of patient or consumer identifiable\ndata in informatics and other data products, Quintiles may request the Steering\nCommittee to expand the definition of Data Products to include such patient or\nconsumer identifiable data products.\n\n                  (d)      Healtheon Affiliates. Healtheon and Quintiles\nacknowledge that Healtheon's Affiliates have or will have access to Licensed\nData, and that Healtheon and Quintiles intend for all such Affiliates of\nHealtheon to be subject to and bound by this Agreement. In that regard,\nHealtheon\n\n\n                                       4\n&gt;PAGE&gt;   6\n\nagrees (1) that Healtheon's representations, warranties, and covenants made\nunder this Agreement shall be deemed also to include Healtheon Affiliates; and\n(2) to cause each Affiliate to comply with Healtheon's obligations under this\nAgreement as if parties hereto with obligations coextensive with Healtheon's.\n\n                  (e)      Limited Exceptions to Restrictive Covenant. At its\nelection, at any time three years after the Effective Date and from time to time\nthereafter, Healtheon may propose Data Products for development by Quintiles\nbased on the Licensed Data for internal use or commercialization by Healtheon.\nIf Healtheon makes any such proposal in writing to Quintiles, including\ncertification by Healtheon that Healtheon intends to develop the proposed\nproduct immediately if Quintiles elects not to do so, and Quintiles fails within\nthe Notice Period (defined below) to confirm for Healtheon in writing that\nQuintiles has developed, is developing, or intends to develop a Data Product\nsubstantially functionally comparable to that proposed by Healtheon, or if\nQuintiles does not in fact so develop such a Data Product within one year from\nthe date of Quintiles' confirmation, then in either case Healtheon may develop\nand commercialize such proposed Data Product (but no other) itself or with a\nparty other than Quintiles, and Quintiles' restrictive covenant in subsection\n2.1(b) above shall be deemed thereafter to except such development and\ncommercialization for so long as (but no longer than) Healtheon's development,\ninternal use, or commercialization effort for such Data Product continues.\nHealtheon agrees and acknowledges that its rights arising in this subsection are\nnot intended to enable broad commercial participation by Healtheon in the Data\nProducts market, but rather to enable Healtheon to pursue its discrete, isolated\nData Product needs. When used herein, the term Notice Period shall mean (i)\ntwenty (20) days after actual receipt of Healtheon's written proposal, followed\nby (ii) to the extent Quintiles does not respond to such notice in writing\nwithin the twenty-day period, ten (10) days after a follow-up written notice\nindicating that Healtheon has not received a response to the initial written\nproposal.\n\n         2.2      ACCESS TO LICENSED DATA.\n\n                  (a)      Determination of Access Specifications; Costs.\n\n                           (1)      Promptly after execution of this Agreement,\nthe parties will determine the Access Specifications. Each of the parties will\ncooperate in good faith with the other to modify the Access Specifications\nthereafter upon request. If the parties are unable to promptly agree on the\nAccess Specifications, or changes thereto from time to time, the matter shall be\npromptly submitted to the Steering Committee and if it is unable to agree,\nQuintiles shall have the right to establish or modify the Access Specifications\nin Quintiles' reasonable discretion, provided that the Access Specifications or\nchanges thereto address Healtheon's reasonable business concerns and delivery of\nLicensed Data in accordance therewith does not violate applicable Law or\ncontractual obligations, and Quintiles agrees to bear any incremental\nout-of-pocket expenses related to such changes.\n\n                           (2)      The parties acknowledge and agree that the\nLicensed Data provided to Quintiles will be delivered as De-Identified Data. In\nthis regard, Quintiles and its Affiliates have developed certain computer\nsoftware useful for De-Identification of data (such software, as it may be\nmodified or replaced through internal or third party development, the \"Quintiles\nDe-Identification Software\"). Quintiles may require Healtheon to use the\nQuintiles De-Identification Software during the De-Identification process,\nprovided that the use of such software causes the data as delivered\n\n\n                                       5\n&gt;PAGE&gt;   7\n\nhereunder to comply with applicable Law and contractual obligations. Quintiles\nwill arrange for Healtheon to receive this software and a corresponding license\nat no charge, along with reasonable related technical support, solely for the\npurpose of fulfilling Healtheon's obligations under this Agreement. If the\nAccess Specifications require De-Identification through other means, Quintiles\nshall pay Healtheon's related costs as provided in subsection (3) below.\n\n                           (3)      Quintiles and Healtheon acknowledge that\nHealtheon is not primarily engaged in the business of collecting, preparing,\nselling or delivering data as contemplated in this Agreement. Accordingly,\nQuintiles shall pay to Healtheon all reasonable out-of-pocket expenses incurred\nby Healtheon in conforming the Licensed Data to the Access Specifications and\ndelivering the Licensed Data under this Agreement to the extent such costs would\nnot have been incurred by Healtheon but for this Agreement, including all such\ncosts of satisfying the quality, accuracy and delivery criteria established in\nthis Agreement and the Access Specifications. All such amounts shall be paid\nwithin thirty (30) days after invoicing by Healtheon, and all such amounts paid\nby Quintiles shall be deemed data acquisition costs for purposes of determining\nQuintiles' royalty obligations in Section 2.3.\n\n                  (b)      Access to Licensed Data.\n\n                           (1)      Healtheon will provide Quintiles access to\nand copies of the Licensed Data in compliance and conformity with the Access\nSpecifications at all times as of and after the Effective Time; provided,\nhowever, that Healtheon will not be required to provide Licensed Data solely to\nthe extent Healtheon is specifically prohibited from doing so by: (A) any\nTransaction Business Service Agreement in effect as of the Effective Time\n(including without limitation any acquired by Healtheon by virtue of the Envoy\nMerger), provided Healtheon complies with the procedures required by Section 2.4\nwith respect to securing data use rights in current service agreements; (B) any\nfuture Transaction Business Service Agreement (or any amendment to any existing\nTransaction Business Service Agreement) or any future request by any existing or\nfuture Transaction Business client to discontinue use of such client's data,\nprovided Healtheon has complied with the procedures required by Section 2.4 with\nrespect to securing data use rights in future service agreements; or (C) any\napplicable Law, provided Healtheon has complied with the procedures required by\nsubsection (c) below concerning applicable Laws. For the avoidance of doubt,\nHealtheon shall not be entitled to withhold Licensed Data except as and to the\nextent specifically provided in subsections (1)(A) - (C) above or in subsection\n(d) below concerning defaults in Quintiles' payment obligations.\n\n                           (2)      Quintiles and Healtheon agree to interpret\nthe data rights provisions in all Envoy Transaction Business Service Agreements\nin effect as of the Effective Time in a manner consistent with Envoy's\nhistorical interpretation practices absent a breach of the warranty by Quintiles\nin Section 2.5(b)(2), developments in applicable Law or specific requests or\nchallenges by clients, in which cases Section 2.2(c) or (d) shall apply,\nrespectively.\n\n                  (c)      Interruptions to Data Stream Due to Applicable Law.\nIn the event Healtheon reasonably believes that developments to applicable Laws\nafter the date of this Agreement prohibit or limit Healtheon from providing a\nmaterial amount of data that would otherwise be Licensed Data but for the fact\nthat provision of such data under this Agreement is prohibited by applicable\nLaw, or that Quintiles breached its representation in Section 2.5(b)(2) below\nwith respect to current Law such\n\n\n                                       6\n&gt;PAGE&gt;   8\n\nthat provision of data hereunder violates current Law, Healtheon will notify\nQuintiles immediately in writing of the specific prohibition under applicable\nLaw and the nature of the corresponding prohibition or limitation and cooperate\nin good faith with Quintiles to develop modifications to the Access\nSpecifications (if appropriate) or take other actions to fulfill the intent of\nthis Agreement without violating any such Law. Immediately upon such notice (or\non the date such Law takes effect, if later), Healtheon shall be entitled to\nsuspend providing the Licensed Data to Quintiles under this Agreement solely to\nthe extent that Healtheon believes in good faith that doing so would violate\nsuch Law. Healtheon shall resume provision of the suspended Licensed Data within\nfive (5) business days after receiving a reasoned opinion of counsel reasonably\nsatisfactory to Healtheon, addressed to Quintiles and Healtheon, that providing\nsuch Licensed Data (in the same or in a modified format) would not be prohibited\nunder applicable Law identified by Healtheon as the basis for suspension, along\nwith a specific undertaking by Quintiles to indemnify Healtheon from and against\nany and all losses, claims, actions, damages, liabilities, costs, and expenses\n(including attorneys' fees and expenses) arising from providing such data. In\nthe event the opinion of counsel provides that the Licensed Data must or should\nbe provided in modified form, Healtheon shall, at Quintiles' cost, use its\ncommercially reasonable efforts expeditiously to modify the data accordingly,\nand the time period by which Healtheon shall resume providing the data shall be\nextended until such modifications can be made.\n\n                  (d)      Limited Remedy for Payment Default. Healtheon shall\nbe excused from providing Licensed Data under this Agreement for any period\nduring which Quintiles is in material default of Quintiles' payment obligations\nto Healtheon under this Agreement (including obligations to pay costs), provided\nthat Healtheon will not effect any such interruption (1) without giving\nQuintiles at least thirty (30) days' prior written notice of Healtheon's intent\nto do so, and (2) if and for so long as Quintiles disputes the alleged default\nin good faith (as evidenced by written notice to that effect to Healtheon), pays\nany undisputed amounts to Healtheon, and pays any disputed amounts into escrow.\nHealtheon will resume providing Licensed Data immediately upon such cure of any\nsuch default and the payment of any reasonable related out-of-pocket expenses\nincurred by Healtheon in connection therewith. Healtheon agrees and acknowledges\nthat the suspension of provision of Covered Data described in this subsection\nand recovery of amounts due and costs incurred in connection therewith is\nHealtheon's sole and exclusive remedy for any such payment default by Quintiles,\nand that no other type of default by Quintiles will entitle Healtheon to\nwithhold Licensed Data (except with respect to Section 2.2(c) as it relates to\nQuintiles' breach of warranty under Section 2.5(b)(2)) or to terminate this\nAgreement.\n\n         2.3      ROYALTIES.\n\n                  (a)      Definitions. As used in this Section 2.3, the\nfollowing capitalized terms shall have the respective meanings set forth below:\n\n                           (1)      \"GROSS PRODUCT REVENUES\" means Quintiles'\ngross recognized revenues through Quintiles' sale and licensing of Data Products\nthat incorporate Licensed Data during the specified period, determined in\naccordance with generally accepted accounting principles consistently applied\n(\"GAAP\"), and includes (without limitation) revenues received by Quintiles from\nsublicenses. The use by Quintiles of Data Products solely for its internal\npurposes or for the development or marketing of products or services that do not\nthemselves constitute Data Products shall not give rise to Gross Profit Revenue\nor Operating Income.\n\n\n                                       7\n&gt;PAGE&gt;   9\n\n                           (2)      \"OPERATING INCOME\" means the operating\nincome (before taxes and interest) generated through Quintiles' sale and\nlicensing of Data Products that incorporate Licensed Data, determined in\naccordance with GAAP consistently applied. As soon as practicable after the\nEffective Time, the Steering Committee will determine the specific manner in\nwhich to calculate Operating Income.\n\n                  (b)      Payments.\n\n                           (1)      Quintiles will pay Healtheon a royalty in\nthe range of 20% - 33% of Operating Income. The specific royalty amount shall be\nbased upon Quintiles' Operating Income as a percentage of Gross Product Revenue,\nas set forth on Schedule 2.3(b).\n\n                           (2)      Quintiles will make the payments required by\nsubsection (1) above on a quarterly (calendar year) basis and accompany each\npayment with a statement of Quintiles' corresponding Gross Product Revenues and\nOperating Income for the applicable quarter, together with an explanation of\nQuintiles' calculation of the corresponding royalties due Healtheon. Quintiles\nwill make such payments within forty-five (45) days after the end of each\ncorresponding calendar quarter.\n\n                  (c)      Audits. Quintiles will maintain records reasonably\nsufficient to document and record its Gross Product Revenues and Operating\nIncome; and Healtheon shall have the right to audit Quintiles' books and records\nat Healtheon's expense on a confidential and otherwise commercially reasonable\nbasis to confirm the accuracy of all of the foregoing. Quintiles and Healtheon\nwill address any apparent payment discrepancy promptly and in good faith, and\nthe affected party promptly will correct any confirmed mispayment.\n\n                  (d)      Equitable Adjustments. In the event Quintiles pays\nHealtheon any royalty in respect of Licensed Data the parties later determine to\nhave been provided by Healtheon to Quintiles improperly (such as in violation of\napplicable Law or any applicable Healtheon service agreement) and as a result\nQuintiles has not received or has refunded the related Gross Product Revenue,\nQuintiles and Healtheon will determine in good faith an appropriate\ncorresponding royalty adjustment to be given effect as an offset against future\nroyalties to or a refund from Healtheon.\n\n                  (e)      Use of Licensed Data. Quintiles will use its\ncommercially reasonable efforts to incorporate the Licensed Data in all Data\nProducts that it develops that require the use of data of the type obtained from\nthe conduct of a Transaction Business, or other data of the type constituting\nthe Licensed Data.\n\n         2.4      DATA USE RIGHTS.\n\n                  (a)      General. Healtheon will undertake or permit Quintiles\nto undertake, as the case may be, the procedures described in this Section\nrelative to avoiding prohibitions or limitations on the provision of Licensed\nData.\n\n                  (b)      Current Service Agreements. Promptly after execution\nof this Agreement, Healtheon will identify for Quintiles in writing each of\nHealtheon's Transaction Business Service\n\n\n                                       8\n&gt;PAGE&gt;   10\n\nAgreements (other than any obtained by Healtheon as a result of the Envoy\nMerger) which prohibit or limit Healtheon's right to provide data of the type\nwhich otherwise would be Licensed Data to Quintiles in the manner and for the\npurposes contemplated by this Agreement. Healtheon further agrees to undertake\nthe access procedures described in subsection (d) below with respect to all such\nTransaction Business Service Agreements requested by Quintiles (including any\noriginating from Envoy), to the end of eliminating or mitigating the\ncorresponding prohibitions or limitations. Healtheon also will undertake the\nprocedures described in this subsection with respect to Transaction Business\nService Agreements acquired by Healtheon by virtue of future transactions in\nwhich Persons become Affiliates of Quintiles.\n\n                  (c)      Future Service Agreements. Going forward, Healtheon\nwill endeavor to avoid including in its Transaction Business Service Agreements\n(including both new agreements and any renewals, extensions, or amendments of\nany in effect as of the date of this Agreement) any provisions which prohibit or\nlimit Healtheon from providing data of the type which otherwise would be\nLicensed Data to Quintiles in the manner and for the purposes contemplated by\nthis Agreement provided that doing so does not adversely affect Healtheon's\nTransaction Business or other business. Without limiting the foregoing,\nHealtheon will notify Quintiles of any Transaction Business Service Agreement\n(or related amendment) with an anticipated annual transaction volume in excess\nof 500,000 transactions entered into by Healtheon which includes any such\nprohibition or limitation and consult with Quintiles (if requested by Quintiles)\nto evaluate strategies for eliminating or minimizing the effect of any such\nprovision. Healtheon will undertake the access procedures described in\nsubsection (d) below with respect to any such agreement if so requested by\nQuintiles. Healtheon will consult with Quintiles concerning the format of\nHealtheon's customer proposals and proposed forms of agreement concerning data\nuse and other strategic matters designed to enable Healtheon to obtain data\nsuitable for use as Licensed Data without impairing Healtheon's Transaction\nBusiness.\n\n                  (d)      Access Procedure. Whenever requested by Quintiles\nunder subsection (b) or (c) above after the Effective Time, Healtheon will\ncooperate in good faith with Quintiles to enable Quintiles, at its cost and\nexpense, to negotiate financial or other terms upon which the corresponding\ncustomer will agree not to include in its Transaction Business Service Agreement\nprovisions prohibiting or limiting Healtheon's right to provide data to\nQuintiles in the manner or for the purposes contemplated by this Agreement;\nprovided, however, that Healtheon shall not be obligated to take any such action\nprior to execution of any such agreement, nor to delay execution of any such\nagreement to accommodate negotiations by Quintiles with Healtheon's\ncorresponding customer. Healtheon will provide Quintiles (in confidence) all\nrelevant information to the extent Healtheon is permitted to do so under\napplicable Law and contractual obligations and permit Quintiles to correspond\nwith the customer party to any such restrictive Transaction Business Service\nAgreement.\n\n         2.5      WARRANTIES.\n\n                  (a)      Healtheon warrants and covenants to Quintiles that:\n\n                           (1)      Healtheon is duly authorized to enter into\nand perform its obligations under this Agreement, and, other than with respect\nto any Law or contract which may prohibit or limit Healtheon's right to provide\nLicensed Data to Quintiles as contemplated by this Agreement, is free of any\nobligation or restriction that would prevent Healtheon from or impair or limit\nits right or ability to do so.\n\n\n                                       9\n&gt;PAGE&gt;   11\n\n                           (2)      The collection and accumulation of the\nLicensed Data by Healtheon to the date of this Agreement has not violated\napplicable Law or any agreement to which Healtheon is a party or by which it is\nbound as of the date of this Agreement.\n\n                           (3)      Subject to the effects of being conformed to\nthe Access Specifications pursuant to Section 2.2(b)(1), the provision of the\nLicensed Data by Healtheon to Quintiles pursuant to this Agreement will not\nviolate the corresponding agreement or arrangement pursuant to which Healtheon\nrendered the services giving rise to such item of Licensed Data. All Licensed\nData shall be provided \"as is\" in the form resulting after Healtheon's\nTransaction Business processing, De-Identification, and application of the\nAccess Specifications.\n\n                           (4)      To Healtheon's actual knowledge, after\ngeneral consultation with its legal advisors, but without conducting a\ncomprehensive investigation, Quintiles' current practices regarding the\ncollection and accumulation of data of the type comprising the Licensed Data and\nits use of such data in Data Products would not violate applicable Law.\n\n                  (b)      Quintiles warrants and covenants to Healtheon that:\n\n                           (1)      Quintiles is duly authorized to enter into\nand perform its obligations under this Agreement, and is free of any obligation\nor restriction that would prevent Quintiles from or impair or limit its right or\nability to do so.\n\n                           (2)      There is no applicable Law as of the date of\nthis Agreement, or any material agreement to which Envoy or Quintiles is a party\nor by which either is bound as of the date of this Agreement, that will prohibit\nthe collection and accumulation of data of the type that is Licensed Data under\nthis Agreement or its use by Quintiles in Data Products,.\n\n                           (3)      Provided that Healtheon's collection and\naccumulation of the Licensed Data does not violate applicable Law, the use of\nthe Licensed Data by Quintiles after the date hereof will not violate applicable\nLaw as in effect from time to time; and the use of the Licensed Data by\nQuintiles after the date hereof will not violate any agreement to which\nQuintiles is a party or by which it is bound.\n\n         2.6      PRIVACY RELATED ACTIVITIES.\n\n                  (a)      Technical Consultation. Healtheon will cooperate in\ngood faith with Quintiles, through modifications to the Access Specifications or\notherwise (and subject to Quintiles' expense reimbursement obligations to\nHealtheon described in Section 2.2(a)(3)), to develop \"best practices\" through\nwhich to achieve availability of the Licensed Data to Quintiles, with a view\ntoward (1) achieving efficient technical processes for the parties and (2)\ncomplying in all respects with applicable Laws concerning the privacy of\nhealthcare data. Such efforts may include periodic privacy compliance audits\nupon the request of either party made no more frequently than once every\nthirty-six (36) months.\n\n                  (b)      Public Policy and Public Relations Cooperation.\nHealtheon and Quintiles also will cooperate in good faith to evaluate applicable\nLaws concerning the privacy or collection of\n\n\n                                       10\n&gt;PAGE&gt;   12\n\nhealthcare data or otherwise relevant to the transactions contemplated by this\nAgreement and, where appropriate and mutually beneficial, to influence the\nlegislative process and public policy and perception on a coordinated basis\nthrough lawful and appropriate means determined from time to time, including\nwithout limitation public relations activities. Healtheon and Quintiles will\ndetermine in good faith how to allocate their respective expenses for these\nactivities.\n\n                  (c)      Ongoing Adaptation. Healtheon and Quintiles agree to\ncooperate in good faith on an ongoing basis to adapt the parties' arrangements\nunder this Agreement to accommodate future changes in applicable Laws, relevant\ntechnology, or other changes in the Data Products industry or environment.\n\n         2.7      Distribution. Quintiles will not distribute Data Products on\nthe Internet other than through Healtheon without mutual agreement, not to be\nunreasonably withheld.\n\n\n                                   ARTICLE III\n                                 INDEMNIFICATION\n\n         3.1      HEALTHEON. Healtheon shall defend, indemnify and hold\nQuintiles harmless, to the full extent permitted in law or equity, from and\nagainst any and all losses, claims, actions, damages, liabilities, costs and\nexpenses (including reasonable attorneys' fees and expenses), net of any\ncorresponding insurance proceeds received by any indemnified party\n(collectively, \"LOSSES\"), proximately caused by or resulting from (i) any\nmisrepresentation or non-fulfillment of any representation, warranty, covenant,\nobligation or agreement by Healtheon contained in or made pursuant to this\nAgreement, (ii) the negligence or willful misconduct of Healtheon or any of its\nemployees, agents, or representatives, and (iii) the enforcement by Quintiles of\nits rights pursuant to this Section 3.1, and any litigation, proceeding or\ninvestigation relating to any of the foregoing.\n\n         3.2      QUINTILES. Quintiles shall defend, indemnify and hold\nHealtheon harmless, to the full extent permitted in law or equity, from and\nagainst any and all Losses proximately caused by or resulting from (i)\nQuintiles' use of the Licensed Data, (ii) any misrepresentation or\nnon-fulfillment of any representation, warranty, covenant, obligation or\nagreement by Quintiles contained in or made pursuant to this Agreement, (iii)\nthe negligence or willful misconduct of Quintiles or any of its employees,\nagents, or representatives, and (iv) the enforcement by Healtheon of its rights\npursuant to this Section 3.2, and any litigation, proceeding or investigation\nrelating to any of the foregoing.\n\n         3.3      PROCEDURES. Whenever either party shall become aware that a\nclaim by a third party has been asserted or threatened which, if valid, would\nsubject the other party to an indemnity obligation under this Agreement, the\nindemnified party promptly shall notify the indemnifying party in writing of\nsuch claim in sufficient detail to enable the indemnifying party to evaluate the\nclaim. The indemnifying party or its designee will have the right, but not the\nobligation, to assume the defense of such claim. If an indemnifying party fails\nto assume the defense of such claim within fifteen (15) days after receipt of\nnotice of the claim, the indemnified party will (upon delivering written notice\nto such effect to the indemnifying party) have the right to undertake, at the\nindemnifying party's cost and expense, the defense, compromise or settlement of\nsuch claim, subject to the right of the indemnifying party to assume the defense\nof such claim at any time prior to settlement, compromise, or final\ndetermination thereof, and provided, however, that the indemnified\n\n\n                                       11\n&gt;PAGE&gt;   13\n\nparty shall not enter into any such compromise or settlement without the written\nconsent of the indemnifying party. In the event the indemnified party assumes\nthe defense of the claim, the indemnified party will keep the indemnifying party\nreasonably informed of the progress of any such defense, compromise, or\nsettlement. The indemnifying party shall not be liable for any settlement of any\nclaim effected without its consent.\n\n\n                                   ARTICLE IV\n                                 CONFIDENTIALITY\n\n         Each of Quintiles and Healtheon will hold the other party's\nConfidential Information in confidence and refrain from using any such\nConfidential Information other than for purposes of exercising its respective\nrights and performing its respective obligations under this Agreement.\nNotwithstanding the foregoing, each party will be permitted to disclose the\nother party's Confidential Information as and to the extent required by\napplicable law, provided the party required to make any such disclosure notifies\nthe party whose Confidential Information is required to be disclosed as far in\nadvance of the required disclosure as is reasonably practicable under the\ncircumstances and cooperates with such party (if reasonably requested to do so,\nand at the requesting party's expense) to secure confidential treatment for the\nrequired disclosure.\n\n\n                                    ARTICLE V\n                             RELATIONSHIP MANAGEMENT\n\n         5.1      STEERING COMMITTEE. Promptly after execution of this\nAgreement, the parties will organize a six-member Steering Committee comprised\nof three designees from each party to provide open lines of communication and\nfacilitate, coordinate, and oversee the performance of the parties' respective\nobligations under this Agreement. The initial Steering Committee designees shall\nbe Jim Bierman and John Russell and Connie Moreadith from Quintiles and Jack\nDennison, Pavin Nigram and Steve Simpson from Healtheon and shall be the same\nSteering Committee under the Internet Product Development and Marketing\nAgreement between the parties. Each party shall be entitled to replace its\ndesignees to the Steering Committee by written notice to the other party. The\nSteering Committee shall convene on such schedule (but not less frequently than\nquarterly) and employ such procedures as it shall determine from time to time in\ngood faith, and, except as otherwise specifically required by this Agreement,\nshall act by unanimous consent.\n\n         5.2      DISPUTE RESOLUTION.\n\n                  (a)      Executive Review. Each party shall have the right, at\nany time after good faith efforts have failed to resolve any dispute, difference\nor question concerning this Agreement at the Steering Committee level, to\nrequest review of the matter by the chief executive officer of each party (an\n\"EXECUTIVE REVIEW\"). Either party shall exercise its right to request an\nExecutive Review by delivering written notice to that effect to the other party.\nThe chief executive officers of each party shall meet in person or by telephone\nwithin ten (10) days of the date such notice is given and shall engage in good\nfaith efforts to resolve the dispute within ten (10) days after such meeting.\n\n\n                                       12\n&gt;PAGE&gt;   14\n\n                  (b)      Mediation. In the event of a dispute which cannot be\nresolved by Executive Review, either party may commence a non-binding mediation\nto resolve the dispute by providing written notice to the other party (a\n\"MEDIATION NOTICE\") informing the other party of the dispute and the issues to\nbe resolved and containing a list of five (5) recommended individuals to serve\nas the mediator. Within ten (10) business days after the receipt of a Mediation\nNotice, the other party shall respond by written notice to the party initiating\nmediation, providing a list of five (5) recommended individuals to serve as the\nmediator and which adds additional issues to be resolved. The recommended\nmediators shall be individuals with experience in the healthcare electronic data\ninterchange industry and shall not be any employee, director, shareholder or\nagent of either party or an Affiliate of either party, or otherwise involved\n(whether by contract or otherwise) in the affairs of either party. If, within\ntwenty (20) business days after receipt of the Mediation Notice, the parties\nshall have been unable to agree upon an individual to serve as mediator, or to\nthe extent the mediator selected by the parties is unable to resolve the\ndispute, the dispute will be settled by final and binding arbitration conducted\nin the manner described in subsection (c) below. If, within twenty (20) business\ndays after receipt of the Mediation Notice, the parties shall have agreed upon\nan individual to serve as mediator, the mediator shall conduct a mediation in an\neffort to resolve the dispute, employing commercially reasonable procedures\nselected by the mediator in consultation with the parties, completing such\nmediation no later than sixty (60) days after engagement.\n\n         5.3      REMEDIES.\n\n                  (a)      Each of Healtheon and Quintiles acknowledges that its\nfailure to abide by the provisions of this Agreement (and in particular\nHealtheon's obligations under Article II) would cause immediate and irreparable\nharm to the other, for which legal remedies would be inadequate. Therefore, in\naddition to any legal or other relief to which either party may be entitled by\nvirtue of the other party's failure to abide by these provisions, the injured\nparty shall be entitled to equitable relief, including but not limited to\npreliminary and permanent injunctive relief and specific performance, for the\nother party's actual or threatened failure to abide by these provisions.\n\n                  (b)      Notwithstanding the procedures described in Section\n5.2, each party shall be entitled to seek and obtain preliminary injunctive\nrelief in any court of competent jurisdiction for the other party's actual or\nthreatened breach of this Agreement, pending execution thereafter of the dispute\nresolution procedures described in Section 5.2.\n\n\n                                   ARTICLE VI\n                              TERM AND TERMINATION\n\n         TERM. The term of this Agreement shall be perpetual. This Agreement may\nnot be terminated except by the mutual written agreement of Healtheon and\nQuintiles.\n\n\n                                       13\n&gt;PAGE&gt;   15\n\n\n                                   ARTICLE VII\n                                  MISCELLANEOUS\n\n         7.1      RELATIONSHIP OF PARTIES. Healtheon and Quintiles agree that\ntheir legal relationship to one another under this Agreement is as independent\ncontractors. Nothing in this Agreement shall be deemed to create a joint\nventure, agency, partnership, or other relationship between Healtheon and\nQuintiles, and neither shall have any power by virtue of this Agreement to enter\ninto any contract or commitment on behalf of the other or to bind the other in\nany respect whatsoever.\n\n         7.2      AMENDMENT AND MODIFICATION. This Agreement may be amended,\nmodified or supplemented only by a written agreement (referring specifically to\nthis Agreement) of Healtheon and Quintiles.\n\n         7.3      SEVERABILITY. In the event one or more of the provisions of\nthis Agreement or the application thereof to any circumstance are found to be\ninvalid or unenforceable to any extent by a court with jurisdiction, the\nremaining provisions shall continue in full force and effect. If any provision\nof this Agreement is found to be so broad as to be unenforceable, such provision\nshall be interpreted to be only as broad as is enforceable.\n\n         7.4      NOTICES. All notices and other communications hereunder shall\nbe in writing and shall be delivered personally or by next-day courier or\ntelecopied with confirmation of receipt, to the parties at the addresses\nspecified below (or at such other address for a party as shall be specified by\nlike notice; provided that notices of a change of address shall be effective\nonly upon receipt thereof). Any such notice shall be effective upon receipt, if\npersonally delivered or telecopied, or one day after delivery to a courier for\nnext-day delivery.\n\n                  If to Quintiles, to:\n\n                        Quintiles Transnational Corp.\n                        4709 Creekstone Drive\n                        Riverbirch Building, Suite 200\n                        Durham, North Carolina 27703-8411\n                        Telecopy Number:  (919) 998-2177\n                        Attention:  John S. Russell, Senior Vice President,\n                                    General Counsel\n\n                  with a copy to:\n\n                        Smith, Anderson, Blount, Dorsett, Mitchell &amp; Jernigan,\n                         L.L.P.\n                        Post Office Box 2611\n                        Raleigh, North Carolina 27602-2611\n                        Telecopy Number:  (919) 821-6800\n                        Attention:  Gerald F. Roach\n\n\n                                       14\n&gt;PAGE&gt;   16\n\n\n                  If to HWMD, to:\n\n                        Healtheon\/WebMD Corporation\n                        400 The Lenox Building\n                        3399 Peachtree Road NE\n                        Atlanta, Georgia 30326\n                        Telecopy Number:  (404) 479-7603\n                        Attention:  Jack Dennison, Executive Vice President,\n                                    General Counsel\n\n                  with a copy to:\n\n                        Alston &amp; Bird, L.L.P.\n                        1211 East Morehead Street\n                        P.O. Drawer 34009\n                        Charlotte, North Carolina 28234-4009\n                        Telecopy Number:  (704) 334-2014\n                        Attention:  H. Bryan Ives III\n\n\n         7.5      DESCRIPTIVE HEADINGS. The headings contained in this Agreement\nare for reference purposes only and shall not affect in any way the meaning or\ninterpretation of this Agreement.\n\n         7.6      ENTIRE AGREEMENT. This Agreement (including its various\nSchedules) constitutes the entire agreement and supersedes all other prior\nagreements and understandings, both written and oral, among the parties with\nrespect to its subject matter.\n\n         7.7      GOVERNING LAW; JURISDICTION. This Agreement shall be governed\nby and construed in accordance with the laws of the State of North Carolina,\nwithout giving effect to the provisions thereof relating to conflicts of law.\n\n         7.8      COUNTERPARTS. This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed to be an original, but all of which\ntogether shall constitute one and the same agreement.\n\n         7.9      ASSIGNMENT. This Agreement and the rights, interests and\nobligations hereunder shall be binding upon, inure to the benefit of and be\nenforceable by the parties hereto and their respective successors and permitted\nassigns. Quintiles may not assign, sublicense, or otherwise transfer its rights,\ninterests or obligations under this Agreement without Healtheon's prior written\nconsent (not to be withheld or delayed unreasonably), except (a) as a part of\nthe sale or other disposition of all or a substantial portion of its Data\nProducts business; (b) to make Data Products available to customers in the\nordinary course of business; (c) in connection with any joint venture or\nstrategic relationship with one or more pharmaceutical companies for the\ndevelopment or commercialization of Data Products; or (d) to any Affiliate of\nQuintiles. Healtheon may not assign or otherwise transfer its rights, interests\nor obligations under this Agreement without Quintiles' prior written consent\n(not to be withheld or delayed unreasonably), except in connection with the\nsale, transfer, or other disposition of all or any portion of its business or\nassets (other than in the ordinary\n\n\n                                       15\n&gt;PAGE&gt;   17\n\ncourse of business) in a transaction in which the transferee or successor to\nsuch business or assets assumes Healtheon's corresponding obligations under this\nAgreement.\n\n         7.10     PUBLICITY. Except as otherwise required by applicable law,\nneither party shall refer to the other party in advertising, promotional\nactivities, or other public disclosures or announcements without such other\nparty's prior written consent, which shall not be withheld unreasonably.\n\n         7.11     LIMITATION OF LIABILITY. EXCEPT IN THE CASE THAT REDWOOD\nWILLFULLY REFUSES TO PROVIDE MAPLE ACCESS TO LICENSED DATA AS CONTEMPLATED\nHEREIN (UNLESS REDWOOD'S REFUSAL IS BASED ON GOOD FAITH ASSERTION OF ITS RIGHTS\nUNDER SECTIONS 2.2(C) OR (D)), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR\nANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES ARISING\nOUT OF OR RELATED TO SUCH ACTION OR OMISSION, INCLUDING WITHOUT LIMITATION\nDAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS\nINFORMATION, AND THE LIKE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE\nPOSSIBILITY OF SUCH DAMAGES.\n\n         7.12     FORCE MAJEURE. Neither party will be responsible for any\nfailure to perform its obligations under this Agreement due to causes beyond its\nreasonable control, including without limitation acts of God, war, riot,\nembargoes, acts of civil or military authorities, fire, floods, earthquakes,\naccidents, strikes, or fuel crises, provided that such party gives prompt\nwritten notice of such cause to the other party. The affected party's time for\nperformance will be extended for a period equal to the duration of the force\nmajeure.\n\n         7.13     TIME IS OF THE ESSENCE. Time is of the essence in the\nperformance of both parties obligations hereunder.\n\n\n                               * * * * * * * * * *\n\n\n                                       16\n&gt;PAGE&gt;   18\n\n\n                    [signature page to Data Rights Agreement]\n\n\n         In witness whereof, each of Healtheon and Quintiles has caused this\nAgreement to be executed on its behalf by its respective officer duly authorized\nto do so, all as of the date specified above in the preamble.\n\n                                    HEALTHEON\/WEBMD CORPORATION\n\n\n                                    By: \/s\/ Jeff Arnold\n                                       -----------------------------------------\n\n                                    Its: Chief Executive Officer\n                                       -----------------------------------------\n\n\n                                    QUINTILES TRANSNATIONAL CORP.\n\n\n                                    By: \/s\/ John S. Russell\n                                       -----------------------------------------\n                                       John S. Russell\n                                       Senior Vice President, General Counsel\n                                       and Corporate Secretary\n\n\n                                       17\n&gt;PAGE&gt;   19\n\n\n                                 SCHEDULE 2.3(B)\n\n\n&gt;TABLE&gt;\n&gt;CAPTION&gt;\n                     Ranges of Operating Income              Healtheon\n                         as a percentage of                   Royalty\n                       Gross Product Revenue                 Percentage\n                     ---------------------------             ----------\n                     &gt;S&gt;                 &gt;C&gt;                 &gt;C&gt;\n                        0.00%             20.00%               20.00%\n                       20.00%             21.00%               25.00%\n                       21.00%             22.00%               25.80%\n                       22.00%             23.00%               26.60%\n                       23.00%             24.00%               27.40%\n                       24.00%             25.00%               28.20%\n                       25.00%             26.00%               29.00%\n                       26.00%             27.00%               29.80%\n                       27.00%             28.00%               30.60%\n                       28.00%             29.00%               31.40%\n                       29.00%             30.00%               32.20%\n                       30.00%            100.00%               33.00%\n&gt;\/TABLE&gt;\n\n&gt;PAGE&gt;   20\n\n\n                   TEMPORARY ADDENDUM TO DATA RIGHTS AGREEMENT\n\n         This Temporary Addendum to Data Rights Agreement (this \"Addendum\") is\nan agreement between Quintiles Transnational Corp. (\"Quintiles\") and\nHealtheon\/WebMD Corporation (\"Healtheon\").\n\n1.       BACKGROUND\n\n         Quintiles and Healtheon are parties to an Agreement and Plan of Merger\ndated January 22, 2000 (the Acquisition Agreement\"). The Acquisition Agreement\ncalls for Quintiles' subsidiary known as Envoy Corporation (\"Envoy\") to be\nacquired by Healtheon. Envoy's primary business is to act as a clearinghouse for\nelectronic data transmissions between health care providers and the institutions\nthat pay for or manage payment for health care services.\n\n         The Acquisition Agreement calls for Quintiles and Healtheon to be\nparties to a Data Rights Agreement to be dated as of the date that Healtheon's\nacquisition of Envoy is complete (the \"Data Rights Agreement\"). The Data Rights\nAgreement calls for Healtheon to provide Quintiles certain De-Identified Data\n(as defined in the Data Rights Agreement). Envoy's business is intended to be a\nsource of the De-Identified Data.\n\n         Envoy has, as part of its operations, been providing certain data that\nhas not yet been De-Identified (the \"Identifiable Data\") to Synergy Healthcare,\nInc. (\"Synergy\"), an affiliate of Envoy that will be retained by Quintiles after\nHealtheon's acquisition of Envoy. The parties are agreeing to this Addendum for\nthe purpose of De-Identifying the Identifiable Data previously supplied to\nSynergy.\n\n         The statements made in this Section 1 are only intended as background\nfor the reader of this Addendum and do not constitute representations of fact,\nwarranties, or contractual promises.\n\n2.       PROJECT DESCRIPTION\n\n         2.1.     PURPOSE\n\n         The parties will cooperate to De-Identifying the Identifiable Data. The\nparties will specify, develop, test, and implement software for De-Identifying\nthe data regularly provided by Healtheon and Envoy to Quintiles and Synergy and\nwill use the software to create a De-Identified version of the previously\ndelivered Identifiable Data.\n\n         2.2.     HASHING PROGRAM\n\n         Envoy and Synergy have jointly created a computer program, (the\n\"Hashing Program\") that creates a unique alphanumeric code to identify\nindividuals (the \"Identifier\"). The purpose of the Identifier is to enable\nQuintiles to determine that two pieces of data relate to the same\n\n\n                                       1\n&gt;PAGE&gt;   21\nindividual (for example, two prescriptions for the same patient). The Hashing\nProgram creates each Identifier by encrypting a concatenation of:\n\n         (a)      information about the individual, determined by Synergy to be\n                  sufficient to identify the individual uniquely (for example,\n                  gender, last name, and date of birth), and\n\n         (b)      a long number, determined by Envoy, that is constant across\n                  individuals but is meaningless (the \"Initialization Vector\").\n\n         The Hashing Program encrypts information using a method that cannot be\nreadily decrypted called a one-way hashing algorithm. The Initialization Vector\nshall be retained in confidence by Envoy until delivered to Quintiles as stated\nin Section 2.8.\n\n         2.3.     DATA FEEDS\n\n         Envoy and Synergy will jointly create a set of documents describing the\ndata elements to be included in separate sets of De-Identified Data from\npharmacy, hospital, medical, and dental data (the \"Data Specifications\").\nIndividuals will be identified in such De-Identified Data only by the\nIdentifier, and other personally identifiable information will be removed. Using\nits existing systems, Envoy will produce the required data elements for\nsubsequent De-Identification using the Hashing Program and transmission to\nSynergy using existing telecommunications processes. As of the Effective Date of\nthis Addendum, Envoy and Synergy have implemented the process described in this\nSection 2.3 (the \"De-Identified Feeds\") for pharmacy data. Envoy and Synergy\nplan to implement these processes for hospital, medical, and dental data no\nlater than May 31, 2000.\n\n         2.4.     DATA CONVERSION\n\n         Envoy is developing a suite of programs (the \"Bulk Conversion\nPrograms\") capable of converting Identifiable Data to De-Identified Data using\nthe Hashing Program. The Bulk Conversion Programs address the conversion of each\ntype of data (such as pharmacy data, medical data, hospital data, and dental\ndata). As of the Effective Date of the Addendum, the parties have arranged for a\ncontractor to use the pharmacy Bulk Conversion Program to convert the pharmacy\ndata that had previously been delivered by Envoy to Synergy as Identifiable\nData. As of the Effective Date of this Addendum, Envoy is developing the Bulk\nConversion Programs to address hospital, medical, and dental data. When this\ndevelopment is complete, expected to be no later than May 31, 2000, Envoy will\ndeliver the Bulk Conversion Programs to Synergy and Synergy will use the Bulk\nConversion Programs to convert the hospital, medical, and dental Identifiable\nData in its possession to De-Identified Data. As Synergy confirms that the Bulk\nConversion Programs correctly De-Identified Identifiable Data, Synergy shall (a)\nat Synergy's option, deliver to Envoy the Identifiable Data in Envoy's\nproprietary format, (b) erase the Identifiable Data from all of its computers in\nan irretrievable manner, and (c) destroy all other\n\n\n                                       2\n&gt;PAGE&gt;   22\n\ncopies of the Identifiable Data. The parties anticipate that this conversion\nwill be complete no later than July 17, 2000 (resulting in the purging of\nIdentifiable Data in Synergy's data warehouse), and the purging of all other\nIdentifiable Data will be complete no later than December 31, 2000. Upon\ncompletion of the conversion, Synergy shall provide a sworn certificate of one\nof its officers with personal knowledge that Synergy retains no further copies\nor methods of re-creating the Identifiable Data.\n\n         2.5.     INTERIM DATA MAP\n\n         (a)      Between the time that the De-Identified Feeds are implemented\nas set out in Section 2.3 and the time that the conversion is complete as set\nout in Section 2.4 (the \"Conversion Period\"), Synergy will require a method of\nrelating De-Identified Data delivered through the De-Identified Feeds and\nIdentifiable Data to unique individuals. Envoy has delivered to Synergy a\nprogram (the \"Mapping Program\") to create a table (the \"Map\") that cross-indexes\nthe identifiers with the data used to identify unique individuals (the \"Keys\")\nin Synergy's own databases containing Identifiable Data (Synergy's \"Data\nWarehouse\"). Synergy has created the Map and is using it to cross-index its\ndata.\n\n         (b)      During the Conversion Period, Synergy shall undertake the\nheightened precautions set out in this paragraph (b) with respect to the Map,\nthe Mapping Program, and the Bulk Conversion Programs. Synergy shall treat the\nMap, the Mapping Program, and Bulk Conversion Programs with the highest level of\ncare and security given to any of Synergy's own trade secrets. In particular,\nSynergy shall ensure that the only persons able to access the Map, the Mapping\nProgram and the Bulk Conversion Programs are its own employees who have a\ndocumented need to know information contained in the Map, the Mapping Program,\nor the Bulk Conversion Programs and who have signed written confidentiality\nagreements prior to being given access to the Map, the Mapping Program or the\nBulk Conversion Programs. No copies of the Map, the Mapping Program or the Bulk\nConversion Programs shall be made, except for a single backup copy and except\nfor transitory copies made by the internal operations of databases. Except for\nHealtheon, Quintiles and its Affiliates, no third parties whatsoever shall be\npermitted to have access to the Map, the Mapping Program, or the Bulk Conversion\nPrograms in any manner whatsoever. Upon completion of the Conversion Period,\nSynergy shall (i) erase the Map, the Mapping Program, and the Bulk Conversion\nPrograms from all of its computers in an irretrievable manner, shall destroy all\nother copies of the Map, the Mapping Program, and the Bulk Conversion Programs\nand shall provide a sworn certificate of one of its officers with personal\nknowledge that Synergy retains no further copies or methods of re-creating the\nMap, the Mapping Program, or the Bulk Conversion Programs, and (i) make no\nfurther use of the Identifiable Data during the purging of such data as\ncontemplated in this Addendum.\n\n         (c)      Without prejudice to any other remedies that may be available\nat law or equity, Synergy agrees that its responsibilities under Section 2.5(b)\nshall be enforceable by way of injunction and specific performance. In the event\nthat any party to this Addendum seeks an injunction or specific performance in\nconnection with Section 2.5(b), Synergy shall waive the\n\n\n                                       3\n&gt;PAGE&gt;   23\n\nrequirement of any showing other than its breach or threatened of this section\nand shall not oppose the entry of an injunction or specific performance if\nbreach or threatened breach is found.\n\n         2.6.     TESTING\n\n         Envoy and Synergy will cooperate in testing the De-identified Feeds,\nHashing Software, Mapping Program, Bulk Conversion Programs, and all other\nprocesses to be used by the parties hereunder. During the tests, Envoy or\nSynergy may make temporary changes to the Data Specifications. The tests will be\nhandled outside of the normal production process, and all data used for the\ntests will be destroyed at the end of the test process. Envoy will correct\nproblems discovered during the testing process. The parties will re-test any\ncorrections as they are completed. Because the parties desire to expedite the\ncompletion of the implementation of the De-Identified Data Feeds, the parties\nwill not employ a formal acceptance process, but will cooperate to ensure that\nthe processes are adequately tested.\n\n         2.7.     ACCESS SPECIFICATIONS\n\n         The Data Specifications and Hashing Program shall constitute a portion\nof the Access Specifications (as such term is defined in the Data Rights\nAgreement) until such time as the Access Specifications are formalized by\nagreement of Quintiles and Healtheon.\n\n         2.8.     DELIVERY OF SOFTWARE\n\n         Promptly after completion of the Conversion Period, Envoy shall deliver\nto Quintiles a copy of the Hashing Program, and the Initialization Vector (the\n\"Software\"). The Software shall be delivered in source code and with such\ndocumentation as Envoy shall have prepared. Quintiles recognizes that Envoy will\nnot have developed the Software to the level of quality required for\ncommercialization. Quintiles shall accept delivery of the Software \"AS IS\" and\nwithout warranty. Healtheon recognizes that during the term of the Conversion\nPeriod, Quintiles may enter into data agreements with third parties pursuant to\nwhich Quintiles would receive De-Identified Data, and performance of which would\nbenefit from the third party's use of the Hashing Program and the Initialization\nVector. Healtheon agrees to promptly make such items available to such third\nparties upon Quintiles' request, provided that such third party agrees to keep\nthe Initialization Vector confidential during the term of the Conversion Period\nto a degree commensurate with the restrictions set out above in Section 2.5.\nFurther, Healtheon agrees, upon Quintiles' request, to enter into a technology\nescrow agreement (such escrow to be maintained at Quintiles' expense) with Data\nSecurities International, Fort Knox Escrow Services, or such other technology\nescrow company mutually agreed by the parties which would make the\nInitialization Vector and the Hashing Program available to such third parties\nunder the terms contemplated in this Section 2.8.\n\n\n                                       4\n&gt;PAGE&gt;   24\n\n         2.9.     EXCLUDED SOURCES\n\n         Portions of the data previously received by Synergy from Envoy may\ninclude data that Envoy agreed to exclude from use in Data Products (as defined\nin the Data Rights Agreement) (\"Excluded Data\"). The parties shall co-operate in\nidentifying such data for Synergy to purge, and in connection with such efforts\nthe parties plan to identify and compile a mutually agreed list of Excluded Data\nsources which shall become the basis for Synergy's efforts to purge Excluded\nData hereunder. It is recognized that the Data Feed in Section 2.3, and the\nDe-Identified Data produced by the Bulk Conversion Programs, excludes the\nExcluded Data to the best of the parties' knowledge. Therefore, at the end of\nthe Conversion Period, Synergy should not have Excluded Data in its primary data\nwarehouse. However, some of the data derivatives previously produced by Synergy\nfrom the primary data warehouse may contain such Excluded Data. To the extent\npossible, Synergy will identify the Excluded Data in all sources, including its\ndata warehouse and data derivatives, and purge it by December 31, 2000. In\naddition, Envoy shall maintain complete copies of all such data, including such\nExcluded Data, for a reasonable period of time not to exceed two years from\nEnvoy's receipt of the data, subject to any legal requirements to the contrary.\nEnvoy shall provide extracts from this data to Quintiles in order to provide\nExcluded Data if Quintiles obtains the agreement of the parties with whom Envoy\nagreed to exclude the data.\n\n         2.10.    DATA TO BE PURGED IF PROHIBITED BY PRIVACY RULES\n\n         As of the date of this Addendum, the Department of Health and Human\nServices is considering a proposed rule known as Standards for Privacy of\nIndividually Identifiable Health Information (the \"HIPAA Rule\"). Promptly after\nthe HIPAA Rule is promulgated and no later than the date it becomes effective\nand requires compliance by Envoy, Quintiles and Synergy shall purge from its\ncomputers data received from Envoy or Healtheon that is personally identifiable\nas defined in the HIPAA Rule. Until such rule is promulgated, Envoy and\nHealtheon may include in the De-Identified Data certain information, the\ntreatment of which under the final HIPAA Rule is not yet certain (for example,\nzip code, city, and date of birth). The parties agree that, if this data is\ndelivered, it will be maintained in a manner determined by Synergy so that it\ncan be readily purged if required.\n\n         2.11.    PURGING OF DATA\n\n         Where this Addendum requires the purging of data or destruction of\ncopies of data, it is the intent of the parties that such purging or destruction\nbe carried out without regard to where the data resides (such as in Synergy's\nprimary data warehouse, Data Products, data derivatives, data extracts, or\ninterim data).\n\n\n                                       5\n&gt;PAGE&gt;   25\n\n3.       TERM\n\n         This Addendum shall become effective upon its signature by both parties\n(the \"Effective Date of this Addendum\") and shall continue in force until the\nobligations of each party under Section 2 have been completed, which in any\nevent shall not extend beyond the later of (a) two (2) years after the Effective\nDate of this Addendum, or (b) the date at which the HIPAA Rule becomes effective\nand requires compliance by Envoy. The provisions of Sections 3 through 7.4 shall\nsurvive the expiration or termination of this Addendum.\n\n4.       AUDITS\n\n         In addition to the audits permitted by Section 2.6(a) of the Data\nRights Agreement, Healtheon may audit the performance of the obligations of\nQuintiles and its subsidiaries under this Addendum no more than once per\ncalendar quarter (a) during the term of this Addendum, and (b) after the term of\nthis Addendum and for up to two (2) years thereafter, in all events with the\nconduct and timing of such audit to be commercially reasonable.\n\n5.       OWNERSHIP OF WORK PRODUCT\n\n         Quintiles shall own the Software as described in the Assignment\nAgreement dated as of the Effective Date of this Addendum. Healtheon shall have\na license to use the Software as described in the Software License Agreement\ndated as of the Effective Date of this Addendum.\n\n6.       COSTS\n\n         For Envoy's efforts hereunder, Quintiles shall pay Envoy at Envoy's\n\"fully-loaded\" cost for personnel assigned to the effort (determined as a\nfunction of salary and an overhead allotment agreed to by the Steering Committee\nas defined in the Data Rights Agreement) and actual, reasonable costs and\nexpenses otherwise incurred in supporting or carrying out the project described\nabove (\"Costs\"). Envoy shall provide to Quintiles monthly invoices for Costs\nwhich shall provide all information reasonably necessary for the computation or\nconfirmation of the payments described in the invoices. Any payments for Costs\nwill be paid by Quintiles to Envoy within thirty (30) days after Quintiles'\nreceipt of such invoice. Quintiles will pay interest of 1% per month on amounts\nnot paid within such 30 day period, unless Quintiles delivers, in good faith,\nnotice to Envoy disputing such payment in reasonable detail. Quintiles will be\nresponsible for its own costs incurred hereunder.\n\n7.       WARRANTEES\n\n         7.1.     NO ATTEMPTS TO REVERSE ENGINEER\n\n         Quintiles warrants that neither it nor its subsidiaries, agents or\nsubcontractors will attempt to (a) re-identify De-Identified Data (including\nwithout limitation, the use of the Map to\n\n\n                                       6\n&gt;PAGE&gt;   26\n\nre-identify De-Identified Data after the Conversion Period), (b) reverse\nengineer any process used to De-Identify Data, or (c) determine the value of the\nInitialization Vector prior to the completion of the Conversion Period.\n\n         7.2.     IDENTIFIABLE DATA\n\n         Quintiles warrants that its use of the Identifiable Data shall (a) be\ntreated the same as Licensed Data as set forth in the Data Rights Agreement, (b)\nnot include any dissemination of the Identifiable Data to third parties except\nin aggregate or summary form, and (c) comply with all limitations on use of\nwhich Quintiles or its subsidiary becomes aware and which arise from contracts\nbetween Envoy and one of its customers.\n\n         7.3.     PERFORMANCE BY SUBSIDIARIES\n\n         The parties warrant that they shall each cause their respective\nsubsidiaries to carry out the responsibilities assigned to them in this\nAddendum.\n\n         7.4.     CHAIN OF TRUST\n\n         Until the HIPAA Rule becomes effective and requires compliance by\nEnvoy, Quintiles warrants that whenever it makes Licensed Data received from\nHealtheon or its subsidiaries (including the De-Identified Data, compilations of\ndata other than in aggregate or summary form, and data received through the Data\nFeeds) available to third parties, it shall enter into agreements with such\nparties that require that the third party (a) not attempt to re-identify such\nLicensed Data (as applicable), and (b) appropriately safeguard the Licensed Data\nthrough applicable use and confidentiality protections, at least to the degree\ndescribed in the most current draft of the HIPAA Rule published by way of Notice\nof Rule Making by the Department of Health and Human Services.\n\n8.       INTERPRETATION\n\n         This Addendum shall incorporate and be subject to Articles I, III, IV,\nV, and VII of the Data Rights Agreement as if such Articles were set out fully\nherein. In any interpretation of this Addendum, in the event of any\ninconsistency between the terms of this Addendum and the Data Rights Agreement,\nthe terms of this Addendum shall control. In all events, the parties expressly\nagree that this Addendum shall not serve to amend or modify the terms of the\nData Rights Agreement in any manner.\n\n\n                                       7\n&gt;PAGE&gt;   27\n\n\n&gt;TABLE&gt;\n&gt;CAPTION&gt;\nQuintiles Transnational Corp.                                 Healtheon\/WebMD Corporation\n&gt;S&gt;                                                           &gt;C&gt;\nBy: \/s\/ John Russell                                          By:  \/s\/ K. Robert Draughon\n   --------------------------------------------                  -----------------------------------------\n             (authorized signature)                                        (authorized signature)\n\n\nName: John Russell                                            Name: K. Robert Draughon\n     ------------------------------------------                    ---------------------------------------\n                   (printed)                                                   (printed)\n\n\nTitle: Senior Vice President, Corporate Counsel\n      -----------------------------------------               Title: Executive Vice President\n                                                                    --------------------------------------\n\n\nDate: 5\/22\/00                                                 Date: 5\/22\/00\n     ------------------------------------------                    ---------------------------------------\n&gt;\/TABLE&gt;\n\n\n                                       8\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8628,9303],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9616],"class_list":["post-42213","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-quintiles-transnational-corp","corporate_contracts_companies-webmd-corp","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42213","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=42213"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42213"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42213"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42213"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}