{"id":42374,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/international-assignment-agreement-webmd-corp-and-news-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"international-assignment-agreement-webmd-corp-and-news-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/international-assignment-agreement-webmd-corp-and-news-corp.html","title":{"rendered":"International Assignment Agreement &#8211; WebMD Corp. and News Corp. Ltd."},"content":{"rendered":"<pre>\nInternational Assignment Agreement dated as of February 15, 2001 among\nRegistrant, HW International Holdings, Inc., The News Corporation Limited,\nEastrise Profits Limited and IJV Holdings Inc.\n\n\n&gt;PAGE&gt;   2\n\n                       INTERNATIONAL ASSIGNMENT AGREEMENT\n\n                                 BY AND BETWEEN\n\n                                WEBMD CORPORATION\n\n                                       AND\n\n                         HW INTERNATIONAL HOLDINGS, INC.\n\n                                       AND\n\n                          THE NEWS CORPORATION LIMITED,\n\n                            EASTRISE PROFITS LIMITED\n\n                                       AND\n\n                                IJV HOLDINGS INC.\n&gt;PAGE&gt;   3\n\n                       INTERNATIONAL ASSIGNMENT AGREEMENT\n\n         THIS INTERNATIONAL ASSIGNMENT AGREEMENT (the \"AGREEMENT\"), is dated as\nof February 15, 2001, by and among WEBMD CORPORATION, a Delaware corporation\nformerly known as Healtheon\/WebMD Corporation (\"WEBMD\"), and HW INTERNATIONAL\nHOLDINGS, INC., a Delaware corporation and wholly owned subsidiary of WebMD\n(\"INTERNATIONAL HOLDINGS\"), and The News Corporation Limited, a South Australia,\nAustralia corporation (\"NEWS CORP\"), EASTRISE PROFITS LIMITED, an international\nbusiness company incorporated under the laws of the British Virgin Islands and\ncontrolled through certain intermediaries by News Corp (\"Eastrise\"), and IJV\nHoldings Inc., a Delaware corporation (\"IJV HOLDINGS\") and wholly-owned\nsubsidiary of Fox Entertainment Group, Inc. (\"FOX\").\n\n                              W I T N E S S E T H:\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, Healtheon\/WebMD Cable Corporation, a\nDelaware corporation and wholly-owned subsidiary of WebMD (\"WEBMD CABLE\"),\nHealtheon\/WebMD Internet Corporation, a Delaware corporation and wholly-owned\nsubsidiary of WebMD (\"WEBMD INTERNET,\" and collectively with WebMD,\nInternational Holdings and WebMD Cable, the \"WEBMD AFFILIATED ENTITIES\"), Fox,\nFox Broadcasting Company, a Delaware corporation and a subsidiary of Fox\n(\"FBC\"), Eastrise, AHN\/FIT Cable, LLC, a Delaware limited liability company\nowned through certain intermediaries by Fox (\"AHN\/FIT CABLE\"), and AHN\/FIT\nInternet, LLC, a Delaware limited liability company owned through certain\nintermediaries by Fox (\"AHN\/FIT INTERNET\"), entered into that certain Purchase\nAgreement (the \"PURCHASE AGREEMENT\") pursuant to which WebMD agreed to issue\n2,000,000 shares of , and 155,951 for an aggregate consideration consisting of\n(i) $100 million, (ii) the transfer by AHN\/FIT Cable to WebMD Cable of a 50%\ninterest in The Health Network LLC, a Delaware limited liability company\n(\"HEALTH NETWORK\"), (iii) the transfer by AHN\/FIT Internet to WebMD Internet of\na 50% interest in The H\/W Health &amp; Fitness LLC, a Delaware limited liability\ncompany (\"HEALTH &amp; FITNESS\"), (iv) $400 million of branding services across the\nvarious media owned by News Corp and its affiliates throughout the world\npursuant to the Media Services Agreement (as hereinafter defined) 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 of WebMD, par value\n$0.0001 per share (the \"COMMON STOCK\"), to News America Incorporated (\"NEWS\nAMERICA,\" and collectively with News Corp, Fox, FBC, Eastrise, AHN\/FIT Cable and\nAHN\/FIT Internet, the \"NEWS CORP AFFILIATED ENTITIES\") and (ii) an aggregate of\n155,951 shares of shares of Series A Preferred Stock of WebMD, par value $0.0001\nper share (the \"PREFERRED STOCK\") which are currently held by the following News\nCorp Entities: 50,433 shares of Preferred Stock are held by Eastrise (the\n\"EASTRISE SHARES\") and 105,518 shares of Preferred Stock are held by AHN\/FIT\nCable;\n\n\n&gt;PAGE&gt;   4\n\n         WHEREAS, as contemplated by the Master Strategic Alliance Agreement,\nInternational Holdings and IJV Holdings formed WebMD International LLC, a\nDelaware limited liability company (\"INTERNATIONAL LLC\") and entered into the\nOperating Agreement of International LLC dated as of January 26, 2000 (the\n\"INTERNATIONAL OPERATING AGREEMENT\");\n\n         WHEREAS, International LLC and News America entered into that certain\nManagement Services Agreement dated as of January 26, 2000 (the \"INTERNATIONAL\nMANAGEMENT SERVICES AGREEMENT\"), and International LLC and Eastrise entered into\nthat certain WebMD International Media Services Agreement dated as of January\n26, 2000 (the \"INTERNATIONAL MEDIA SERVICES AGREEMENT\");\n\n         WHEREAS, International LLC and The Health Network LLC, a Delaware\nlimited liability company (\"HEALTH NETWORK\") entered into that certain Trademark\nLicense Agreement dated as of January 26, 2000 (the \"INTERNATIONAL\/HEALTH\nNETWORK TRADEMARK LICENSE AGREEMENT\") and that certain Content License Agreement\ndated as of January 26, 2000 (the \"INTERNATIONAL\/HEALTH NETWORK CONTENT LICENSE\nAGREEMENT\");\n\n         WHEREAS, International LLC and The H\/W Health &amp; Fitness LLC, a Delaware\nlimited liability company (\"HEALTH &amp; FITNESS\") entered into that certain\nTrademark License Agreement dated as of January 26, 2000 (the\n\"INTERNATIONAL\/HEALTH &amp; FITNESS TRADEMARK LICENSE AGREEMENT\") and that certain\nContent License Agreement dated as of January 26, 2000 (the\n\"INTERNATIONAL\/HEALTH &amp; FITNESS CONTENT LICENSE AGREEMENT\");\n\n         WHEREAS, on the date hereof, IJV Holdings owns a fifty percent (50%)\nmembership interest (the \"INTEREST\") in International LLC and International\nHoldings owns a fifty percent (50%) membership interest in International LLC;\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, 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                                   SECTION 1.\n                          ASSIGNMENT OF PREFERRED STOCK\n\n         1.1      ASSIGNMENT OF PREFERRED STOCK.(a) On the terms set forth in\nthis Agreement, on the date hereof Eastrise shall transfer, assign, convey and\ndeliver to WebMD the Eastrise Shares free and clear of any and all Liens (as\nhereinafter defined). In consideration for such transfer, WebMD shall (i) issue\nand deliver to Eastrise a warrant to purchase 3,000,000 shares of\n\n\n                                       2\n&gt;PAGE&gt;   5\n\nCommon Stock, in the form attached hereto as Exhibit A and (ii) execute and\ndeliver the Amendment to the Media Services Agreement attached hereto as Exhibit\nB. Eastrise shall deliver one or more stock certificates, accompanied by stock\npowers, duly executed in blank, to WebMD to effect the transfer of the Eastrise\nShares.\n\n                                   SECTION 2.\n                           REDEMPTION OF THE INTEREST;\n                        TERMINATION OF CERTAIN AGREEMENTS\n\n         2.1      REDEMPTION OF THE INTEREST. On the date hereof and subject to\nthe terms and conditions herein, International LLC and IJV Holdings shall\nexecute and deliver a redemption agreement (the \"Redemption Agreement\"), in the\nform attached hereto as Exhibit C.\n\n         2.2      ALLOCATION.\n\n                  (a)      For the period from the formation of International\nLLC through the date hereof, IJV Holdings shall be allocated losses for tax\npurposes, to the extent available for allocation, of International LLC up to the\naggregate amount of its funding to International LLC; any remaining losses and\nitems thereof of International LLC shall be allocated for tax purposes to\nInternational Holdings. The parties are not aware of separately allocable items\nof income or gain of International LLC.\n\n                  (b)      Each party shall file, and International Holdings\nshall cause International LLC to file, all required federal, state, and local\nincome tax returns and related returns and reports in a manner consistent with\nthe provisions of this Section 2.2. In the event a party does not comply with\nthe preceding sentence, the non-complying party shall indemnify and hold the\nother party wholly and completely harmless from all cost, liability and damage\nthat such other party may incur (including, without limitation, incremental tax\nliabilities, legal fees, accounting fees and other expenses) as a consequence of\nsuch failure to comply. International Holdings, as the Tax Matters Member of\nInternational LLC, shall provide a copy of the tax return of International LLC\nto IJV Holdings.\n\n         2.3      TERMINATION OF PUT RIGHT. Effective as of the date hereof, the\n\"Put Right\" (as defined in the International Operating Agreement) shall be,\nwithout the need for any further action on the part of any party, terminated and\nshall be of no further force and effect.\n\n         2.4      TERMINATION OF CERTAIN AGREEMENTS; RELEASE.\n\n                  (a)      Effective as of the date hereof, the Master Strategic\nAlliance Agreement, the Purchase Agreement, International Management Services\nAgreement, the International Media Services Agreement, the International\/Health\nNetwork Trademark License Agreement, the International\/Health Network Content\nLicense Agreement, the International\/Health &amp; Fitness Trademark License\nAgreement, and the International\/Health &amp; Fitness Content License Agreement\n(collectively, the \"TERMINATED INTERNATIONAL AGREEMENTS\") shall be terminated ,\nwith such terminations to be evidences by termination agreements ( each a\n\"TERMINATION AGREEMENT\"), each in a form attached hereto as Exhibit D.\n\n                  (b)      Effective as of the date hereof, each of WebMD and\nInternational Holdings (collectively the \"WEBMD PARTIES\") hereby fully releases\neach of News Corp, Eastrise\n\n\n                                       3\n&gt;PAGE&gt;   6\n\nand IJV Holdings (collectively the \"NEWS CORP 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 International LLC, including, but not limited to, any obligation\nunder the International Operating Agreement (including any obligation to make\ncapital contributions to International LLC) and obligations under the Terminated\nInternational Agreements; provided, however, that nothing contained in this\nSection 2.4(b) shall limit the rights the parties may have with respect to a\nbreach of any representation, warranty or covenant set forth in this Agreement.\n\n                  (c)      On the date hereof, each of the WebMD Parties and\neach of the News Corp Parties shall execute and deliver the Release in the form\nattached hereto as Exhibit E.\n\n                                   SECTION 3.\n                         REPRESENTATIONS AND WARRANTIES\n\n         3.1      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\n                                       4\n&gt;PAGE&gt;   7\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)      Eastrise is the beneficial owner of the Eastrise\nShares, as successor-in-interest to News America, the holder of record, free and\nclear of all Liens.\n\n         3.2      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\n                                       5\n&gt;PAGE&gt;   8\n\n                                   SECTION 4.\n                                   COVENANTS\n\n         4.1      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 5.\n                                 INDEMNIFICATION\n\n         5.1      INDEMNIFICATION.\n\n                  (a)      Each of the WebMD Parties agrees jointly and\nseverally to indemnify each of the News Corp Parties from any and all claims,\nlosses, liabilities, or damages arising out of the ownership and operations of\nthe business of International LLC other than those arising out of the gross\nnegligence or willful misconduct of any News Corp Party; provided, however, that\nnothing contained in this Section 5.1(a) shall limit the rights the parties may\nhave with respect to a breach of any representation, warranty or covenant set\nforth 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                  (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\n                                       6\n&gt;PAGE&gt;   9\n\n         5.2      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 5.2(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 5.2(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 5.2(a) or 5.2(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                                       7\n&gt;PAGE&gt;   10\n\n                                   SECTION 6.\n                            MISCELLANEOUS PROVISIONS\n\n         6.1      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         6.2      NON-WAIVER. No waiver by any party hereto of any breach of 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         6.3      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         6.4      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 &amp; Bird LLP\n                                                 1211 East Morehead Street\n                                                 P.O. Box Drawer 34009\n                                                 Charlotte, NC 28234-4009\n                                                 Attention: H. Bryan Ives III,\n                                                            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,\n                                                            Esq.\n\n                           With a copy to:       Squadron, Ellenoff, Plesent &amp; Sheinfeld, LLP\n                                                 551 Fifth Avenue\n                                                 New York, New York 10176\n                                                 Attention: Ira Sheinfeld, Esq.\n\n         6.5      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                                       8\n&gt;PAGE&gt;   11\n\n         6.6      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         6.7      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         6.8      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;\n\n                  (d)      \"Indemnitee\" means any Person entitled to\nindemnification pursuant to Section 5.2 of this Agreement;\n\n                  (e)      \"Indemnifying Party\" means any Person required to\nprovide indemnification pursuant to Section 5.2 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         6.9      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         6.10     ASSIGNMENT. This Agreement may not be assigned by any party\nhereto.\n\n\n                                       9\n&gt;PAGE&gt;   12\n\n         6.11     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         6.12     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                                       10\n&gt;PAGE&gt;   13\n\n         IN WITNESS WHEREOF, each of the parties hereto has caused this\nInternational Assignment Agreement to be signed on its behalf by its duly\nauthorized officers, all as of the day and year first above written.\n\n                                       WEBMD CORPORATION\n\n\n\n                                       By: \/s\/ K. Robert Draughon\n                                          -------------------------------------\n                                          Name: K. Robert Draughon\n                                          Title: Executive Vice President\n\n                                       HW INTERNATIONAL HOLDINGS, INC.\n\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\n                                       By: \/s\/ Arthur M. Siskind\n                                          -------------------------------------\n                                          Name: Arthur M. Siskind\n                                          Title: Senior Executive Vice President\n\n                                       EASTRISE PROFITS LIMITED\n\n\n\n                                       By: \/s\/ Lawrence A. Jacobs\n                                          -------------------------------------\n                                          Name: Lawrence A. Jacobs\n                                          Title: Sr. Vice President\n\n                                       IJV HOLDINGS INC.\n\n\n\n                                       By: \/s\/ Lawrence A. Jacobs\n                                          -------------------------------------\n                                          Name: Lawrence A. Jacobs\n                                          Title: Sr. Vice President\n\n\n                                       11\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-42374","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\/42374","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=42374"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42374"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42374"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42374"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}