{"id":42255,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/domestic-assignment-agreement-webmd-corp-and-the-news-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"domestic-assignment-agreement-webmd-corp-and-the-news-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/domestic-assignment-agreement-webmd-corp-and-the-news-corp.html","title":{"rendered":"Domestic Assignment Agreement – WebMD Corp. and The News Corp. Ltd."},"content":{"rendered":"
\n                          DOMESTIC ASSIGNMENT AGREEMENT\n\n                                 BY AND BETWEEN\n\n                               WEBMD CORPORATION,\n                        HEALTHEON\/WEBMD CABLE CORPORATION\n                                       AND\n                       HEALTHEON\/WEB INTERNET CORPORATION\n\n                                       AND\n\n                          THE NEWS CORPORATION LIMITED,\n                         FOX ENTERTAINMENT GROUP, INC.,\n                             AHN\/FIT CABLE, LLC AND\n                              AHN\/FIT INTERNET, LLC\n\n\n>PAGE>   3\n\n                          DOMESTIC ASSIGNMENT AGREEMENT\n\n         THIS DOMESTIC ASSIGNMENT AGREEMENT (the \"AGREEMENT\"), is dated as of\nFebruary 15, 2001, by and between WEBMD CORPORATION, a Delaware corporation\nformerly known as Healtheon\/WebMD Corporation (\"WEBMD\"), HEALTHEON\/WEBMD CABLE\nCORPORATION, a Delaware corporation and wholly owned subsidiary of WebMD (\"WEBMD\nCABLE\"), HEALTHEON\/WEBMD INTERNET CORPORATION, a Delaware corporation and wholly\nowned subsidiary of WebMD (\"WEBMD INTERNET\"), and collectively with WebMD and\nWebMD Cable, the \"WEBMD PARTIES\"), and The News Corporation Limited, a South\nAustralia, Australia corporation (\"NEWS CORP\"), FOX ENTERTAINMENT GROUP, INC., a\nDelaware corporation controlled through certain intermediaries by News Corp\n(\"FOX\"), AHN\/FIT CABLE, LLC, a Delaware limited liability company owned through\ncertain intermediaries by Fox (\"AHN\/FIT CABLE\"), and AHN\/FIT INTERNET, LLC, a\nDelaware limited liability company owned through certain intermediaries by Fox\n(\"AHN\/FIT INTERNET\"), and, collectively with News Corp, Fox, AHN\/FIT Cable, the\n\"NEWS CORP PARTIES\").\n\n                                  WITNESSETH:\n\n         WHEREAS, as of December 6, 1999, WebMD, News Corp and Fox entered that\ncertain Master Strategic Alliance Agreement (the \"MASTER STRATEGIC ALLIANCE\nAGREEMENT\") pursuant to which they agreed to enter into certain strategic\nalliances and deliver certain documents;\n\n         WHEREAS, as of January 26, 2000 and as contemplated by the Master\nStrategic Alliance Agreement, WebMD, WebMD Cable, WebMD Internet, Fox, Fox\nBroadcasting Company, a Delaware corporation (\"FBC\"), Eastrise Profits Limited,\nan international business company incorporated under the laws of the British\nVirgin Islands (\"EASTRISE\"), AHN\/FIT Cable and AHN\/FIT Internet entered into\nthat certain Purchase Agreement (the \"PURCHASE AGREEMENT\") pursuant to which\nWebMD agreed to issue 2,000,000 shares of common stock of WebMD, par value\n$0.0001 per share (the \"COMMON STOCK\"), and 155,951 shares of Series A Preferred\nStock of WebMD, par value $0.0001 per share (the \"PREFERRED STOCK\"), for an\naggregate consideration consisting of (i) $100 million, (ii) the transfer by\nAHN\/FIT Cable to WebMD Cable of a 50% membership interest in The Health Network\nLLC, a Delaware limited liability company (\"HEALTH NETWORK\"), (iii) the transfer\nby AHN\/FIT Internet to WebMD Internet of a 50% membership interest in The H\/W\nHealth & Fitness LLC, a Delaware limited liability company (\"HEALTH & FITNESS\"),\n(iv) $400 million of branding services across the various media owned by News\nCorp and its Affiliates (as hereinafter defined) throughout the world, and (v)\ncontent to be provided by News Corp;\n\n         WHEREAS, as contemplated by the Purchase Agreement and at the direction\nof Fox, WebMD issued (i) 2,000,000 shares of Common Stock to News America\nIncorporated, a Delaware corporation (\"NEWS AMERICA\"), and (ii) an aggregate of\n155,951 shares of Preferred Stock which are currently held as follows: 50,433\nshares of Preferred Stock are held by Eastrise and 105,518 shares of Preferred\nStock are held by AHN\/FIT Cable (the \"CABLE SHARES\");\n\n         WHEREAS, as contemplated by the Purchase Agreement, WebMD Cable and\nAHN\/FIT Cable entered into that certain Amended and Restated Operating Agreement\nof Health Network\n\n>PAGE>   4\n\ndated as of January 26, 2000, as amended (as amended, the \"HEALTH NETWORK\nOPERATING AGREEMENT\");\n\n         WHEREAS, as contemplated by the Purchase Agreement, WebMD Internet and\nAHN\/FIT Internet entered into that certain Amended and Restated Operating\nAgreement of Health & Fitness dated as of January 26, 2000 (the \"HEALTH & FITNESS OPERATING AGREEMENT\");\n\n         WHEREAS, as contemplated in the Purchase Agreement, WebMD, Eastrise and\nFox entered into that certain Healtheon\/WebMD Media Services Agreement dated as\nof January 26, 2000 (the \"MEDIA SERVICES AGREEMENT\");\n\n         WHEREAS, Health Network and WebMD entered into that certain Trademark\nLicense Agreement dated as of January 26, 2000 (the \"WEBMD\/HEALTH NETWORK\nTRADEMARK LICENSE AGREEMENT\"), and that certain Content License Agreement dated\nas of January 26, 2000 (the \"WEB\/MD HEALTH NETWORK CONTENT LICENSE AGREEMENT\");\n\n         WHEREAS, as contemplated by the Purchase Agreement, WebMD, Fox and News\nCorp entered into that certain Content License Agreement dated as of January 26,\n2000 pursuant to which Fox licensed content to WebMD (the \"FOX CONTENT LICENSE\nAGREEMENT\");\n\n         WHEREAS, on the date hereof, pursuant to the Health Network Operating\nAgreement, WebMD Cable owns a fifty percent (50%) membership interest in Health\nNetwork (the \"WEBMD CABLE INTEREST\") and the AHN\/FIT Cable owns a fifty percent\n(50%) membership interest in Health Network;\n\n         WHEREAS, on the date hereof, pursuant to the Health & Fitness Operating\nAgreement, WebMD Internet owns a fifty percent (50%) membership interest in\nHealth & Fitness (the \"WEBMD INTERNET INTEREST\");\n\n         WHEREAS, the fifty percent (50%) membership interest in Health & Fitness previously owned by AHN\/FIT Internet is, on the date hereof, owned by\nits Affiliate, AHN\/FIT Cable;\n\n         WHEREAS, on December 29, 2000, WebMD and News Corp entered that certain\nLetter Agreement (the \"LETTER AGREEMENT\") pursuant to which they agreed modify\nor terminate certain of the agreements to which they or their affiliates are\nparty pursuant to definitive agreements to be negotiated and executed by the\nparties;\n\n         WHEREAS, as contemplated by the Letter Agreement, the parties hereto\ndesire to modify or terminate certain of those agreements as set forth herein;\n\n         NOW, THEREFORE, in consideration of the mutual covenants,\nrepresentations, warranties and agreements herein contained, the parties hereto\nagree as follows:\n\n\n                                       2\n>PAGE>   5\n\n                                   SECTION 1\n                   ASSIGNMENT OF PREFERRED STOCK AND INTERESTS\n\n         1.1      ASSIGNMENT; ALLOCATION; ELECTION.\n\n                  (a)      On the terms and subject to the conditions set forth\nin this Agreement, on the date hereof AHN\/FIT Cable shall sell, transfer,\nassign, convey and deliver to WebMD the Cable Shares free and clear of any and\nall Liens (as hereinafter defined), in exchange for (i) the sale, transfer,\nassignment, conveyance and deliverance to AHN\/FIT Cable of (A) the WebMD Cable\nInterest by WebMD Cable and (B) the WebMD Internet Interest by WebMD Internet,\nin each instance, free and clear of any and all Liens, and (ii) the execution\nand delivery of an amendment to the Media Services Agreement as provided in\nSection 3 below. AHN\/FIT Cable shall deliver one or more stock certificates,\naccompanied by stock powers, duly executed in blank, to WebMD to effect the\ntransfer of the Cable Shares. WebMD Cable shall execute and deliver to AHN\/FIT\nCable an assignment of the WebMD Cable Interest in the form attached hereto as\nExhibit A. WebMD Internet shall execute and deliver to AHN\/FIT Cable an\nassignment of the WebMD Internet Interest in the form attached hereto as Exhibit\nB.\n\n                  (b)      From and after the date hereof, WebMD Cable and WebMD\nInternet shall have no rights and privileges as a member of Health Network and\nHealth & Fitness, respectively, including without limitation, the right to\nreceive any distributions made in respect of any interests in Health Network and\nHealth & Fitness, respectively. All such rights and privileges shall inure to\nthe benefit of AHN\/FIT Cable from and after the date hereof.\n\n                  (c)      For the period from the formation of Health Network\nthrough the date hereof, WebMD Cable shall be allocated losses for tax purposes,\nto the extent available for allocation, of Health Network up to the aggregate\namount of its funding to Health Network; and any remaining losses and items\nthereof of Health Network shall be allocated for tax purposes to AHN\/FIT Cable.\nFor the period from the formation of Health & Fitness through the date hereof,\nWebMD Internet shall be allocated losses for tax purposes, to the extent\navailable for allocation, of Health & Fitness up to the aggregate amount of its\nfunding to Health & Fitness; and any remaining losses and items thereof of\nHealth & Fitness shall be allocated for tax purposes to AHN\/FIT Internet. The\nparties are not aware of separately allocable items of income or gain of Health\nNetwork or Health & Fitness.\n\n                  (d)      The parties agree that AHN\/FIT Cable's acquisition of\nthe WebMD Cable Interest under this Agreement shall be treated by the parties as\nan asset purchase pursuant to a Section 754 election made under the United\nStates Internal Revenue Code of 1986, as amended from time to time, or any\nsuccessor statute(s).\n\n                  (e)      Each party shall file, and AHN\/FIT Cable shall cause\nHealth Network and Health & Fitness to file, all required federal, state, and\nlocal income tax returns and related returns and reports in a manner consistent\nwith the foregoing provisions of this Section 1.1. In the event a party does not\ncomply with the preceding sentence, the non-complying party shall indemnify and\nhold the other party wholly and completely harmless from all cost, liability and\ndamage that such other party may incur (including, without limitation,\nincremental tax liabilities, legal fees, accounting fees and other expenses) as\na consequence of such failure to comply.\n\n\n                                       3\n>PAGE>   6\n\nAHN\/FIT Cable, as the Tax Matters Member of Health Network and Health & Fitness,\nshall provide a copy of the tax returns of Health Network and Health & Fitness\nto WebMD.\n\n         1.2      TERMINATION OF PUTS AND CALLS. Effective as of the date\nhereof, (a) the \"Put\" and \"Call\" (as both are defined in the Health Network\nOperating Agreement), and (b) the \"Put\" and \"Call\" (as both are defined in the\nHealth & Fitness Operating Agreement), shall be, without the need for any\nfurther action on the part of any party, terminated and shall be of no further\nforce and effect.\n\n                                   SECTION 2\n                    ASSIGNMENT AND DELIVERY OF CERTAIN ASSETS\n\n         2.1      ASSIGNMENT AND DELIVERY. The parties acknowledge that certain\nassets (the \"ASSETS\") formerly held by the predecessors of Health Network and\nHealth & Fitness were acquired by WebMD or one or more of its Affiliates after\nJanuary 26, 2000, and that WebMD has legal title to certain of the Assets and\nmere possession of others of the Assets. On the date hereof, WebMD shall assign\nthe Assets to Health Network pursuant to the terms of an Assignment and Transfer\nAgreement in the form attached hereto as Exhibit C (the \"ASSIGNMENT AGREEMENT\").\n\n                                    SECTION 3\n                     AMENDMENT OF MEDIA SERVICES AGREEMENT;\n                        TERMINATION OF CERTAIN AGREEMENTS\n\n         3.1      AMENDMENT. WebMD, Fox and Eastrise shall execute and deliver\nthe Amendment to the Media Services Agreement in a form attached hereto as\nExhibit D.\n\n         3.2      TERMINATION OF CERTAIN AGREEMENTS; RELEASE.\n\n                  (a)      Effective as of the date hereof, the Master Strategic\nAlliance Agreement, the Purchase Agreement, the WebMD\/Health Network Trademark\nLicense Agreement, the WebMD\/Health Network Content License Agreement and the\nFox Content License Agreement (collectively, the \"TERMINATED DOMESTIC\nAGREEMENTS\") shall be terminated, with such termination evidenced by termination\nagreements (each a \"TERMINATION AGREEMENT\"), each in the form attached hereto as\nExhibit E.\n\n                  (b)      Effective as of the date hereof, each of the News\nCorp Parties hereby fully releases each of the WebMD Parties and each of their\nrespective directors, officers, agents, employees, stockholders, attorneys,\nlegal representatives, subsidiaries, successors, assigns and other Affiliates\nfrom any and all obligations arising out of the ownership and operations of the\nbusiness of Health Network and Health & Fitness, including, but not limited to,\nany obligation under the Health Network Operating Agreement (including any\nobligation to make capital contributions to Health Network), Health & Fitness\nOperating Agreement (including any obligation to make capital contributions to\nHealth & Fitness) and obligations under the Terminated Domestic Agreements;\nprovided, however, that nothing contained in this Section 3.2(b) shall limit the\nrights the parties may have with respect to a breach of any representation,\nwarranty or covenant set forth in this Agreement.\n\n\n                                       4\n>PAGE>   7\n\n                  (c)      Each of WebMD Parties and the News Corp Parties shall\nexecute and deliver the Release, in the form attached hereto as Exhibit F.\n\n                                   SECTION 4\n                         REPRESENTATIONS AND WARRANTIES\n\n         4.1      REPRESENTATIONS AND WARRANTIES OF THE NEWS CORP PARTIES. The\nNews Corp Parties, jointly and severally, hereby represent and warrant to the\nWebMD Parties as follows:\n\n                  (a)      Each of the News Corp Parties is duly organized,\nvalidly existing and in good standing under the laws of the jurisdiction of its\nincorporation or formation and has all requisite power and authority to enter\ninto and perform this Agreement and the transactions contemplated hereby to be\nperformed by it.\n\n                  (b)      The execution, delivery and performance of this\nAgreement have been duly authorized by all necessary action of each of the News\nCorp Parties. This Agreement constitutes a valid and binding agreement of each\nof the News Corp Parties enforceable against it in accordance with its terms.\n\n                  (c)      Neither the execution and delivery of this Agreement,\nnor the consummation of the transactions contemplated hereby, nor compliance\nwith any of the provisions hereof by the News Corp Parties, will (i) violate any\nstatute, law, rule or regulation or any order, writ, injunction or decree of any\ncourt or Governmental Authority (as hereinafter defined), or (ii) violate any\nprovision of the articles of incorporation or bylaws or similar organizational\ndocuments of any of the News Corp Parties or violate or conflict with or\nconstitute a default under (or give rise to any right of termination,\ncancellation or acceleration under) the terms or conditions or provisions of any\nnote, bond, lease, mortgage, obligation, agreement, understanding, arrangement\nor restriction of any kind to which any of the News Corp Parties is a party or\nby which they or any of their property is bound.\n\n                  (d)      No permits, registrations, approvals, consents,\nsatisfaction of waiting periods, or waivers thereof of any court or agency of\nany jurisdiction or Governmental Authority, or of any other Person (as\nhereinafter defined) whatsoever, are necessary to allow it to consummate the\ntransactions contemplated in this Agreement in compliance with, and not in\nbreach of all applicable orders of any court or governmental or other agency\ndirectives, or the provisions of any contract, legal requirement or obligation\nbinding upon it, its business, properties or assets.\n\n                  (e)      None of the News Corp Parties, nor any of their\nrespective directors, officers, or, to each of their knowledge, any of their\nrespective employees or agents, has employed any investment banker, broker or\nfinder in connection with the transactions contemplated hereby.\n\n                  (f)      AHN\/FIT Cable is the record and beneficial owner of\n36,743 shares of the Cable Shares, free and clear of all Liens. AHN\/FIT Cable is\nthe beneficial owner of 67,244 shares of the Cable Shares as\nsuccessor-in-interest to FBC, free and clear of all Liens. AHN\/FIT\n\n\n                                       5\n>PAGE>   8\n\nCable is the beneficial owner of 1,531 shares of the Cable Shares a\nsuccessor-in-interest to AHN\/FIT Internet, free and clear of all Liens.\n\n         4.2      REPRESENTATIONS AND WARRANTIES OF THE WEBMD PARTIES. The WebMD\nParties, jointly and severally, hereby represent and warrant to the News Corp\nParties as follows:\n\n                  (a)      Each of the WebMD Parties is duly organized, validly\nexisting and in good standing under the laws of the jurisdiction of its\nincorporation or formation and has all requisite power and authority to enter\ninto and perform this Agreement and the transactions contemplated hereby to be\nperformed by it.\n\n                  (b)      The execution, delivery and performance of this\nAgreement have been duly authorized by all necessary action of each of the WebMD\nParties. This Agreement constitutes a valid and binding agreement of each of the\nWebMD Parties enforceable against it in accordance with its terms.\n\n                  (c)      Neither the execution and delivery of this Agreement,\nnor the consummation of the transactions contemplated hereby, nor compliance\nwith any of the provisions hereof by the WebMD Parties, will (i) violate any\nstatute, law, rule or regulation or any order, writ, injunction or decree of any\ncourt or Governmental Authority (as hereinafter defined), or (ii) violate any\nprovision of the articles of incorporation or bylaws or similar organizational\ndocuments of any of the WebMD Parties or violate or conflict with or constitute\na default under (or give rise to any right of termination, cancellation or\nacceleration under) the terms or conditions or provisions of any note, bond,\nlease, mortgage, obligation, agreement, understanding, arrangement or\nrestriction of any kind to which any of the WebMD Parties is a party or by which\nthey or any of their property is bound.\n\n                  (d)      No permits, registrations, approvals, consents,\nsatisfaction of waiting periods, or waivers thereof of any court or agency of\nany jurisdiction or Governmental Authority, or of any other Person (as\nhereinafter defined) whatsoever, are necessary to allow it to consummate the\ntransactions contemplated in this Agreement in compliance with, and not in\nbreach of all applicable orders of any court or governmental or other agency\ndirectives, or the provisions of any contract, legal requirement or obligation\nbinding upon it, its business, properties or assets.\n\n                  (e)      None of the WebMD Parties, nor any of their\nrespective directors, officers, or, to each of their knowledge, any of their\nrespective employees or agents, has employed any investment banker, broker or\nfinder in connection with the transactions contemplated hereby.\n\n                  (f)      WebMD Cable is the record and beneficial owner of the\nWebMD Cable Interest, free and clear of all Liens, and the WebMD Cable Interest\nrepresents fifty percent (50%) of the outstanding membership interests in Health\nNetwork.\n\n                  (g)      WebMD Internet is the record and beneficial owner of\nthe WebMD Internet Interest, free and clear of all Liens, and the WebMD Internet\nInterest represents fifty percent (50%) of the outstanding membership interests\nin Health & Fitness.\n\n\n                                       6\n>PAGE>   9\n\n                  (h)      From January 26, 2000 until the date hereof, the\nWebMD Entities have operated Health Network in the ordinary course of business\nin accordance with past practices.\n\n                  (i)      The 2,000,000 shares of Common Stock delivered to\nNews America pursuant to the Purchase Agreement have been duly authorized,\nvalidly issued, fully paid and non-assessable.\n\n                                   SECTION 5\n                                    COVENANTS\n\n         5.1      FURTHER ASSURANCES.\n\n                  (a)      Each WebMD Party agrees to take any further action\nreasonably requested by any of the News Corp Parties to facilitate the\nconsummation of the transactions contemplated by this Agreement. Each WebMD\nParty 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 a News Corp Party of their respective rights\nunder this Agreement and to take such other actions after the date hereof as may\nreasonably be requested by a News Corp Party to effect the purposes of this\nAgreement.\n\n                  (b)      Each News Corp Party agrees to take any further\naction reasonably requested by any of the WebMD Parties to facilitate the\nconsummation of the transactions contemplated by this Agreement. Each News Corp\nParty 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 a WebMD Party of their respective rights\nunder this Agreement and to take such other actions after the date hereof as may\nreasonably be requested by a WebMD Party to effect the purposes of this\nAgreement.\n\n                                   SECTION 6\n                                 INDEMNIFICATION\n\n         6.1      INDEMNIFICATION.\n\n                  (a)      Each of the News Corp Parties agrees jointly and\nseverally to indemnify each of the WebMD Parties from any and all claims,\nlosses, liabilities, or damages arising out of the ownership and operations of\nthe business of Health Network and the business of Health & Fitness other than\nthose arising out of the gross negligence or willful misconduct of any WebMD\nParty; provided, however, that nothing contained in this Section 6.1(a) shall\nlimit the rights the parties may have with respect to a breach of any\nrepresentation, warranty or covenant set forth in this Agreement.\n\n                  (b)      Each of the News Corp Parties shall indemnify, defend\nand hold harmless each of the WebMD Parties, its Affiliates and their respective\ndirectors, officers, partners, employees, agents and representatives from and\nagainst any and all Indemnifiable Losses (as hereinafter defined), to the extent\nrelating to, resulting from or arising out of any breach by any of the News Corp\nParties of any of its representations, warranties, covenants or agreements\ncontained in this Agreement.\n\n\n                                       7\n>PAGE>   10\n\n                  (c)      Each of the WebMD Parties shall indemnify, defend and\nhold harmless each of the New Corp Parties, its Affiliates and their respective\ndirectors, officers, partners, employees, agents and representatives from and\nagainst any and all Indemnifiable Losses to the extent relating to, resulting\nfrom or arising out of any breach by any of the WebMD Parties of any of its\nrepresentations, warranties, covenants or agreements contained in this\nAgreement.\n\n         6.2      DEFENSE OF CLAIMS.\n\n                  (a)      If any Indemnitee (as hereinafter defined) receives\nnotice of the assertion or commencement of any Third Party Claim (as hereinafter\ndefined) against such Indemnitee with respect to which an Indemnifying Party (as\nhereinafter defined) is obligated to provide indemnification under this\nAgreement, the Indemnitee will give such Indemnifying Party reasonably prompt\nwritten notice thereof, but not later than 30 calendar days after receipt of\nsuch notice of such Third Party Claim. Such notice will describe the Third Party\nClaim in reasonable detail, and will indicate the estimated amount, if\nreasonably practicable, of the Indemnifiable Loss that has been or may be\nsustained by the Indemnitee. The Indemnifying Party will have the right to\nparticipate in, or, by giving written notice to the Indemnitee, to assume, the\ndefense of any Third Party Claim at such Indemnifying Party's own expense and by\nsuch Indemnifying Party's own counsel (which counsel shall be reasonably\nsatisfactory to the Indemnitee), and the Indemnitee will cooperate in good faith\nin such defense.\n\n                  (b)      If, within ten calendar days after giving notice of a\nThird Party Claim to an Indemnifying Party pursuant to Section 6.2(a), an\nIndemnitee receives written notice from the Indemnifying Party that the\nIndemnifying Party has elected to assume the defense of such Third Party Claim\nas provided in the last sentence of Section 6.2(a), the Indemnifying Party will\nnot be liable for any legal expenses subsequently incurred by the Indemnitee in\nconnection with the defense thereof; provided, however, that (i) if the\nIndemnifying Party does not assume the defense of such Third Party Claim (or\nfails to notify the Indemnitee that the Indemnifying Party desires to assume\nsuch defense as provided herein), (ii) if the Indemnifying Party fails to take\nreasonable steps necessary to defend diligently such Third Party Claim within\nten calendar days after receiving written notice from the Indemnitee that the\nIndemnitee believes the Indemnifying Party has failed to take such steps, (iii)\nif the Indemnitee is advised by counsel that the Indemnifying Party has separate\nor inconsistent defenses to a Third Party Claim that create significant\nconflicts of interest or (iv) if the Indemnifying Party otherwise consents, the\nIndemnitee may assume its own defense, and the Indemnifying Party will be liable\nfor all reasonable costs or expenses paid or incurred in connection therewith.\nWithout the prior written consent of the Indemnitee, the Indemnifying Party will\nnot enter into any settlement of any Third Party Claim which could lead to\nliability or create any financial or other obligation on the part of the\nIndemnitee for which the Indemnitee is not entitled to indemnification hereunder\nand which does not contain an unconditional release of the Indemnitee with\nrespect to such Third Party Claim.\n\n                  (c)      Notwithstanding any other provision of this\nAgreement, failure to give timely notice or to include any specified information\nin any notice as provided in Sections 6.2(a) or 6.2(b) will not affect the\nrights or obligations of any party hereunder except and only to the extent that\nas a result of such failure, any party which was entitled to receive such notice\nwas materially prejudiced as a result of such failure.\n\n\n                                       8\n>PAGE>   11\n\n                                   SECTION 7\n                            MISCELLANEOUS PROVISIONS\n\n         7.1      AMENDMENT. No modification, amendment or waiver of any of the\nprovisions of this Agreement shall be effective unless in writing and signed by\nthe parties hereto.\n\n         7.2      NON-WAIVER. No waiver by any party hereto of any breach o any\nterm hereof shall be construed as a waiver of any subsequent breach of that term\nor any other term of the same or different nature.\n\n         7.3      SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon\nand shall inure to the benefit of each party hereto and its successors and\nassigns.\n\n         7.4      NOTICES. All notices and other communications hereunder shall\nbe in writing and shall be deemed to have been duly given on the date delivered\nby hand or on the third business day after such notice is mailed by registered\nor certified mail (postage prepaid, return receipt requested), and, pending the\ndesignation by written notice of another address, addressed as follows:\n\n       If to any WebMD Entity:      WebMD Corporation\n                                    River Drive Center 2\n                                    669 River Drive\n                                    Elmwood Park, New Jersey 07407\n                                    Attention:  General Counsel\n                                    Facsimile:  (970) 879-8746\n\n       With a copy to:              Alston & Bird LLP\n                                    1211 East Morehead Street\n                                    P.O. Box Drawer 34009\n                                    Charlotte, NC 28234-4009\n                                    Attention: H. Bryan Ives III, Esq.\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                                    Attention: Arthur M. Siskind, Esq.\n\n       With a copy to:              Squadron, Ellenoff, Plesent & Sheinfeld, LLP\n                                    551 Fifth Avenue\n                                    New York, New York 10176\n                                    Attention: Ira Sheinfeld, Esq.\n\n         7.5      GOVERNING LAW. This Agreement shall be governed by and\nconstrued in accordance with the laws of the State of Delaware without regard to\nits principles of conflicts of laws.\n\n\n                                       9\n>PAGE>   12\n\n         7.6      COUNTERPARTS; EFFECTIVENESS. This Agreement may be executed in\ntwo or more counterparts, each of which shall be deemed an original, but all of\nwhich together shall constitute one and the same agreement; provided that this\nAgreement shall not become effective, and no agreement shall be deemed to exist\nbetween the parties hereto with respect to the subject matter hereof, until such\ncounterparts have been executed by each party hereto and delivered to the other\nparties hereto.\n\n         7.7      HEADINGS. The headings in this Agreement are for convenience\nof reference only, and shall not affect in any way the meaning, construction or\ninterpretation hereof.\n\n         7.8      CERTAIN DEFINITIONS. For purposes of this Agreement, the term:\n\n                  (a)      \"Affiliate\" means a Person that directly or\nindirectly, through one or more intermediaries, controls, is controlled by, or\nis under common control with, another Person;\n\n                  (b)      \"Governmental Authority\" means any nation or\ngovernment, any state or other political subdivision thereof and an entity\nexercising executive, legislative, judicial, regulatory or administrative\nfunction of or pertaining to government;\n\n                  (c)      \"Indemnifiable Losses\" means any and all damages,\nlosses, liabilities, obligations, costs and expenses, including, without\nlimitation, those related to or resulting from any claim, demand or suit (by any\nPerson), including without limitation the reasonable costs and expenses of any\nand all actions, suits, proceedings, demands, assessments, judgments,\nsettlements and compromises relating thereto and including reasonable attorneys'\nfees and expert consultant and engineering fees and expenses in connection\ntherewith; (d) \"Indemnitee\" means any Person entitled to indemnification\npursuant to Section 6.2 of this Agreement;\n\n                  (d)      \"Indemnitee\" means any Person entitled to \nindemnification pursuant to Section 6.2 of this Agreement;\n\n                  (e)      \"Indemnifying Party\" means any Person required to\nprovide indemnification pursuant to Section 6.2 of this Agreement;\n\n                  (f)      \"Lien\" means any liens, claims, charges, pledges,\nencumbrances, security interests, restrictions or rights of others of any nature\nwhatsoever;\n\n                  (g)      \"Person\" means an individual, corporation,\npartnership, joint venture, association, trust, unincorporated organization or,\nas applicable, any other entity; and\n\n                  (h)      \"Third Party Claim\" means any claim, demand, action\nor proceeding made or brought by any Person (including any governmental entity)\nwho is not a party to this Agreement or an Affiliate of a party to this\nAgreement.\n\n         7.9      ENTIRE AGREEMENT. This Agreement and the Letter Agreement\nembody the entire agreement and understanding of the parties hereto and their\nAffiliates in respect of the subject matter contained herein, and merges and\nsupersedes all prior agreements and understandings between the parties with\nrespect to such subject matter. To the extent that this Agreement and the Letter\nAgreement are inconsistent, this Agreement shall govern.\n\n\n                                       10\n>PAGE>   13\n\n         7.10     ASSIGNMENT. This Agreement may not be assigned by any party\nhereto.\n\n         7.11     SEVERABILITY. The parties agree that if one or more provisions\ncontained in this Agreement shall be deemed or held to be invalid, illegal or\nunenforceable in any respect; under any applicable law, this Agreement shall be\nconstrued with the invalid, illegal or unenforceable provision deleted, and the\nvalidity, legality and enforceability of the remaining provisions contained\nherein shall not be affected or impaired thereby.\n\n         7.12     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.\n\n                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]\n\n\n                                       11\n>PAGE>   14\n\n         IN WITNESS WHEREOF, each of the parties hereto has caused this Domestic\nAssignment Agreement to be signed on its behalf by its duly authorized officers,\nall as of the day and year first above written.\n\n                                    WEBMD CORPORATION\n\n\n                                    By: \/s\/ K. Robert Draughon\n                                       --------------------------------------\n                                       Name: K. Robert Draughon\n                                       Title: Executive Vice President\n\n                                    HEALTHEON\/WEBMD CABLE\n                                    CORPORATION\n\n\n                                    By: \/s\/ K. Robert Draughon\n                                       --------------------------------------\n                                       Name: K. Robert Draughon\n                                       Title: Executive Vice President\n\n                                    HEALTHEON\/WEBMD INTERNET\n                                    CORPORATION\n\n\n                                    By: \/s\/ K. Robert Draughon\n                                       --------------------------------------\n                                       Name: K. Robert Draughon\n                                       Title: Executive Vice President\n\n                                    THE NEWS CORPORATION LIMITED\n\n\n                                    By: \/s\/ Arthur M. Siskind\n                                       --------------------------------------\n                                       Name: Arthur M. Siskind\n                                       Title: Senior Executive Vice President\n\n\n                                       12\n>PAGE>   15\n\n                                       FOX ENTERTAINMENT GROUP, INC.\n\n\n                                       By: \/s\/ Lawrence A. Jacobs\n                                          -------------------------------\n                                          Name: Lawrence A. Jacobs\n                                          Title: Sr. Vice President\n\n                                       AHN\/FIT CABLE, LLC\n\n\n                                       By: \/s\/ Daniel Fawcett\n                                          -------------------------------\n                                          Name: Daniel Fawcett\n                                          Title: Executive Vice President\n\n                                       AHN\/FIT INTERNET, LLC\n\n\n                                       By: \/s\/ Daniel Fawcett\n                                          -------------------------------\n                                          Name: Daniel Fawcett\n                                          Title: Executive Vice President\n\n\n                                       13\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-42255","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\/42255","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=42255"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42255"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42255"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42255"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}