{"id":42381,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/internet-product-development-and-marketing-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"internet-product-development-and-marketing-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/internet-product-development-and-marketing-agreement.html","title":{"rendered":"Internet Product Development and Marketing Agreement &#8211; Healtheon\/WebMD Corp. and Quintiles Transnational Corp."},"content":{"rendered":"<pre>\n              INTERNET PRODUCT DEVELOPMENT AND MARKETING AGREEMENT\n\n         THIS INTERNET PRODUCT DEVELOPMENT AND MARKETING AGREEMENT (the\n\"AGREEMENT\") is made and entered into as of May 26, 2000 by and between\nHEALTHEON\/WEBMD CORP., a Delaware corporation (\"HWMD\"), and QUINTILES\nTRANSNATIONAL CORP., a North Carolina corporation (\"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.\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)      HWMD 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)      HWMD and Quintiles are parties to an Agreement and\nPlan of Merger dated as of January 22, 2000 (the \"MERGER AGREEMENT\") pursuant to\nwhich they have agreed, among other things, for Quintiles' wholly owned\nsubsidiary Pine to become a wholly owned subsidiary of HWMD by merger (the \"PINE\nMERGER\").\n\n                  (d)      As a principal component of the transactions\nsurrounding the Merger Agreement, HWMD and Quintiles desire to engage in the\ncollaborative development, marketing, and commercialization of a portfolio of\nInternet-based products and services for the pharmaceutical industry as provided\nherein.\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, HWMD and Quintiles agree as follows:\n\n\n                                  Page 1 of 20\n&gt;PAGE&gt;   3\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                  (a)      \"AFFILIATE\" of a Person means a Person controlling,\ncontrolled by or under common control with such Person.\n\n                  (b)      \"ALLIANCE\" means and refers to the relationship\nestablished between Quintiles and HWMD by this Agreement.\n\n                  (c)      \"ALLIANCE GUIDELINES\" means the alliance-wide\nguidelines referred to in Section 2.2, which the parties intend to serve as\nprimary guidance for the Steering Committee in its administration of the\ntransactions contemplated by this Agreement.\n\n                  (d)      \"CO-BRANDED AREA\" means that portion of HWMD's\nprimary Internet presence which is devoted to the Alliance.\n\n                  (e)      \"CONFIDENTIAL INFORMATION\" means and includes all\ninformation disclosed under this Agreement by either party to the other,\nprovided that the following shall not constitute Confidential Information:\ninformation which (1) is known by the receiving party prior to disclosure by the\ndisclosing party; (2) is or becomes available publicly other than as a result of\na breach of this Agreement; (3) is developed independently by the receiving\nparty without the use of or reliance on the disclosing party's Confidential\nInformation; or (4) is provided to the receiving party by a third party under no\nduty of confidentiality to the disclosing party.\n\n                  (f)      \"DEVELOPMENT PERSONNEL\" means HWMD personnel\nperforming development services relating to a Tool under Section 4.2 of this\nAgreement.\n\n                  (g)      \"EXECUTIVE SPONSOR\" has the meaning set forth in\nSection 2.4.\n\n                  (h)      \"INTELLECTUAL PROPERTY RIGHTS\" means trade secret,\nconfidentiality, patent, copyright, trademark, know-how, moral, and similar\nrights of any type under the applicable laws of any governmental authority,\ndomestic or foreign, including without limitation all applications and\nregistrations relating to any of the foregoing.\n\n                  (i)      \"INVESTIGATION PERIOD\" has the meaning set forth in\nSection 3.1(a).\n\n                  (j)      \"MARKS\" means a party's trademarks, trade names,\nservice marks, service names, logos and trade dress.\n\n                  (k)      \"PERSON\" means any person or entity.\n\n                  (l)      \"PLATFORM ENHANCEMENTS\" has the meaning set forth in\nSection 7.1(c).\n\n\n                                  Page 2 of 20\n&gt;PAGE&gt;   4\n\n                  (m)      \"HWMD PLATFORM\" means that certain technology used by\nHWMD as of the Effective Date which serves as the basis for HWMD's\nInternet-based services provided to its customers.\n\n                  (n)      \"SPECIFICATIONS\" means, with respect to any Tool, the\nfunctional specifications determined by the Steering Committee for such Tool and\nreflected in the corresponding Work Plan.\n\n                  (o)      \"STEERING COMMITTEE\" means and refers to the\nsix-member steering committee comprised of three designees from each party\nestablished pursuant to Section 2.4 to manage the conduct of the transactions\ncontemplated by this Agreement.\n\n                  (p)      \"TERM\" means the term of this Agreement, as\ndetermined according to Section 9.1.\n\n                  (q)      \"TOOL\" means any product or service developed by the\nparties under this Agreement, each to operate in connection with the HWMD\nPlatform.\n\n                  (r)      \"TOOL GROUPS\" means the three product\/service groups\nreferred to in Section 3.1(b) in which the parties intend to develop and\ncommercialize Tools, namely drug development, physician detailing, and\ndirect-to-consumer.\n\n                  (s)      \"WORK PLAN\" means, with respect to any Tool, the\ndevelopment and marketing plan, budget and schedule prepared pursuant to Section\n3.1(c) in respect of such Tool.\n\n                                   ARTICLE II\n                     PURPOSE AND MANAGEMENT OF COLLABORATION\n\n         2.1      PURPOSE. Through performance of their respective obligations\nunder this Agreement, HWMD and Quintiles agree to conceive, design, implement,\nmarket, distribute, license, and sell services based on a portfolio of Tools to\nbe made available through a prominent co-branded location hosted by HWMD in\nHWMD's healthcare Internet portal. The Tools the parties develop in the Alliance\nas a foundation for these service offerings will fall into three broad\ncategories associated with the development, sales, and marketing process for\npharmaceutical products, referred to in this Agreement as \"drug development,\"\n\"physician detailing,\" and \"direct-to-consumer,\" respectively (the \"TOOL\nGROUPS\"). The parties intend to commercialize the Tool Groups on a package basis\nto enable corresponding efficiencies across the pharmaceutical product\ndevelopment and commercialization process.\n\n         2.2      ALLIANCE GUIDELINES. The parties intend to conduct the\nactivities contemplated by this Agreement according to the alliance guidelines\nset forth in Schedule 2.2 concerning overall resource commitments, development\nand marketing schedules, and revenue sharing (the \"ALLIANCE GUIDELINES\"). The\nSteering Committee may depart from the Alliance Guidelines in the Work Plan for\nany Tool or otherwise in connection with its administration of the Alliance.\nSubject to any such departure, the Alliance Guidelines will control the parties'\nrelationship with respect to the subject matter covered thereby.\n\n\n                                  Page 3 of 20\n&gt;PAGE&gt;   5\n\n         2.3      IMPLEMENTATION; RESOURCE ALLOCATIONS. The parties intend to\nimplement development of an initial portfolio of Tools (referred to below as the\n\"Initial Toolkit\") by conducting the software development activities\ncontemplated by Articles 3 and 4 and by allocating additional resources of the\ntypes and amounts determined from time to time by the Steering Committee with\nreference to the Alliance Guidelines. Quintiles agrees to purchase from HWMD,\nand HWMD agrees to provide to Quintiles, $100,000,000 of development services\nfor the Initial Toolkit at cost, as set out in Section 6.1(a).\n\n         2.4      STEERING COMMITTEE.\n\n                  (a)      The parties will organize the Steering Committee\npromptly after execution of this Agreement. The membership of the Steering\nCommittee shall be composed of the same individuals comprising the Steering\nCommittee under that certain Data Rights Agreement entered into of even date by\nand between the parties. The Steering Committee shall convene on such schedule\n(but not less frequently than monthly) and employ such procedures as it shall\ndetermine from time to time in good faith, and, except as otherwise specifically\nrequired by this Agreement, shall act by unanimous consent.\n\n                  (b)      The Steering Committee will provide general oversight\nand coordination of the parties' collaboration, and will be responsible for\nidentifying Tools, overseeing creation of corresponding Work Plans, and\nmonitoring the parties' conduct of the Work Plan for each Tool.\n\n                  (c)      The parties will resolve deadlock among the Steering\nCommittee through the Executive Review procedure described in Section 10.1(a)\nbelow.\n\n         2.5      EXECUTIVE SPONSORS. Each party shall appoint a member of its\nsenior management as an executive sponsor for the Alliance (\"EXECUTIVE\nSponsor\"). Executive Sponsors will be responsible for monitoring the Alliance\nrelationship, conducting periodic briefings for each other and their management\nteams, and providing a defined means of communication with other senior\nexecutives. Each party may change its Executive Sponsor at any time by written\nnotice to the other party.\n\n                                   ARTICLE III\n                         TOOL IDENTIFICATION; WORK PLANS\n\n         3.1      IDENTIFICATION OF TOOLS.\n\n                  (a)      SELECTION BY STEERING COMMITTEE. The Steering\nCommittee will facilitate the initial review of potential Tools for the parties\nto develop under this Agreement, in accordance with the general timelines\ncontemplated by the parties as described in the Alliance Guidelines. While the\nparties anticipate that Quintiles personnel will be primarily involved in the\nidentification of Tools with appropriate support from HWMD personnel, either\nparty may propose a Tool concept to the other, and any such proposal agreed upon\nby the Steering Committee will constitute and be deemed a Tool for purposes of\nthis Agreement.\n\n\n                                  Page 4 of 20\n&gt;PAGE&gt;   6\n\n                           (1)      The parties will research, evaluate and\nagree on a base set of Tools (the \"INITIAL TOOLKIT\") during approximately the\nfirst six (6) months after the Execution Date of this Agreement, as contemplated\nin the Alliance Guidelines (the \"INVESTIGATION PERIOD\").\n\n                           (2)      The parties acknowledge that after\ndetermination of the Initial Toolkit, the parties may desire to develop and\ncommercialize additional Tools under this Agreement, and\/or to create\nenhancements of existing Tools. The Steering Committee will facilitate review of\nproposals for additional Tools and enhancements of existing Tools from time to\ntime, and any agreed-to projects shall be developed as set forth in this Article\nIII.\n\n                           (3)      HWMD will develop each Tool selected by the\nSteering Committee, as set forth in the corresponding Work Plan, and Quintiles\nwill pay HWMD for development activities for the Initial Toolkit, as further\nspecified in each corresponding Work Plan and at rates determined according to\nSection 6.1.\n\n                  (b)      CREATION OF WORK PLAN. Promptly after identification\nof any Tool under subsection (a) above, the parties shall collaborate in the\npreparation of a Work Plan for such Tool. Any Work Plan under this Agreement\nmust be unanimously approved by the Steering Committee. As applicable, each Work\nPlan shall include, among other things:\n\n                           (1)      The Specifications for the Tool;\n\n                           (2)      Delivery and acceptance guidelines for the\nTool prior to any commercial launch of the Tool;\n\n                           (3)      Allocation of responsibility for the actions\nrequired for development, implementation and marketing of the Tool;\n\n                           (4)      Uptime and related services and hosting\nrequirements;\n\n                           (5)      Establishment of the parties' respective\ncorresponding financial, personnel, and other resource commitments for the Tool;\n\n                           (6)      Establishment of a budget; and\n\n                           (7)      Establishment of a schedule for carrying out\nthe development and marketing activities for such Joint Product.\n\n         3.2      RESTRICTIVE COVENANTS. Except with the other party's prior\nwritten consent or as otherwise provided in this Agreement, neither party will\nundertake directly or indirectly, or permit any of its Affiliates to undertake\ndirectly or indirectly, its respective conduct as follows:\n\n                  (a)      During the term of this Agreement, Quintiles will not\npromote, distribute or provide access to its products or services related to the\nCRO Business and CSO Business via the Internet through any Person other than\nHWMD; provided, however that Quintiles (1) may deploy its internal computer\nsystems for internal purposes, (2) may continue to operate Quintiles.com and\nservices offered through Quintiles.com, (3) may continue to provide services\nthrough existing\n\n\n                                  Page 5 of 20\n&gt;PAGE&gt;   7\n\ncontractual arrangements for so long as it is obligated to do so, and (4) may\nrender client services through such client's systems as requested by such client\nwithout solicitation by Quintiles.\n\n                  (b)      During the term of this Agreement, HWMD will not\npromote any third party in the CRO Business or CSO Business or develop,\ndistribute or provide access to any such company's services.\n\n                  (c)      During the term of this Agreement, HWMD will not\nparticipate in the CRO Business (other than pursuant to this Agreement) or\ndevelop or host for itself or any Person other than Quintiles any product\ndesigned to facilitate any CRO Business or the administration of clinical\ntrials.\n\n                  (d)      During the term of this Agreement, Quintiles will not\npromote or advertise pharmaceutical products directly to consumers via the\nInternet through any Person other than HWMD.\n\n                  (e)      Quintiles will not contribute to the development with\nor procure development from any Person other than HWMD, of any Internet-based\nproduct or service to the extent such product or service is substantially\nfunctionally comparable to any Tool selected by the Steering Committee for\ndevelopment in the Alliance (all such products and services, \"RESTRICTED\nPRODUCTS\") (1) at any time during the three-year period commencing on the date\nof this Agreement (the \"INITIAL ROLL-OUT PERIOD\"); or (2) at any time after the\nInitial Roll-Out Period unless the Steering Committee has declined to pursue\nsuch product after the written suggestion to that effect from Quintiles,\nincluding a clear statement by Quintiles of its intent to undertake such\nactivity.\n\n                  (f)      HWMD will not develop any Restricted Products for, or\nprovide any Restricted Products to, any Person other than Quintiles (1) at any\ntime during the Initial Roll-Out Period; or (2) at any time after the Initial\nRoll-Out Period unless the Steering Committee has declined to pursue such\nproduct after the written suggestion to that effect from HWMD, including a clear\nstatement by HWMD of its intent to undertake such activity.\n\nAs used in this Section 3.2, \"CRO Business\" means generally the business of\nmanaging or conducting clinical trials on a contract basis as further defined by\nreference to Quintiles' contract research business as of the date of this\nAgreement, giving effect to future developments in the natural evolution of the\ncontract research industry; \"CSO Business\" means generally the business of\nproviding pharmaceutical sales services on a contract basis as further defined\nby reference to Quintiles' contract sales business as of the date of this\nAgreement, giving effect to future developments in the natural evolution of the\ncontract sales industry.\n\nThe steering committee shall review these restrictive covenants six months after\nthe effective date of this Agreement and annually thereafter at the request of\neither party.\n\n\n                                  Page 6 of 20\n&gt;PAGE&gt;   8\n\n                                   ARTICLE IV\n                       TOOL DEVELOPMENT AND IMPLEMENTATION\n\n         4.1      GENERAL. Upon execution of each Work Plan, the parties will\ndevelop, implement and operate the corresponding Tool through the procedures set\nforth in this Article 4.\n\n         4.2      DEVELOPMENT ACTIVITIES.\n\n                  (a)      PERFORMANCE. The parties will perform the development\nwork described in this Agreement to develop the Tool in accordance with the\nSpecifications and the time frames set forth in the Work Plan (on a best efforts\nbasis as to schedule and budget), as they may be modified from time to time in\naccordance with the terms of this Agreement.\n\n                  (b)      DEVELOPMENT RESOURCES. In performing development\nservices under this Agreement, HWMD shall allocate Development Personnel of a\nquality and experience level at least equal to that allocated to any other HWMD\ncustomer. Quintiles shall have the right to request individual Development\nPersonnel, and HWMD will consider and shall use its commercially reasonable\nefforts to use such individuals as Development Personnel. HWMD agrees to use its\ncommercially reasonable efforts to maintain continuity of leadership among the\nDevelopment Personnel in performing development services hereunder. In any\nallocation of resources regarding HWMD's development resources, HWMD agrees that\nthe Alliance shall receive preferred treatment in obtaining and retaining\nDevelopment Personnel, of at least a level of preference afforded to any other\nHWMD customer.\n\n                  (c)      MODIFICATIONS TO SPECIFICATIONS. Either party may\nrequest modifications to the Specifications at any time during the development\nof a Tool. Upon both parties' approval, HWMD will perform the requested\nmodifications, and the Specifications and the Work Plan will be deemed amended\naccordingly.\n\n                  (d)      PROJECT MEETINGS AND REPORTS. During the performance\nof development services under this Section 4.2, the parties will conduct regular\nmeetings, in accordance with a schedule mutually agreed by the parties, to\nreview performance of the Alliance under this Agreement and to resolve any\nproblems. During the term of this Agreement, HWMD will provide Quintiles with\nperiodic reports describing the progress of the development in the preceding\nreporting period, in such a form as is agreed by the Steering Committee.\n\n                  (e)      REVIEW RIGHTS. Quintiles will have the right, in its\nreasonable discretion and at its cost, to review the progress of HWMD's\nperformance of the development services at HWMD's facilities. HWMD will provide\nreasonable cooperation to Quintiles in performing such reviews, including\nwithout limitation providing Quintiles with access to all non-privileged work in\nprogress, documents and other materials related thereto, as reasonably requested\nby Quintiles. Quintiles may perform such reviews during HWMD's normal business\nhours by providing HWMD with at least five business days advance written notice.\nIn performing such reviews, Quintiles will not unduly interfere with the\noperation of HWMD's other business activities, and Quintiles will comply with\nHWMD's reasonable safety and security policies and procedures.\n\n\n                                  Page 7 of 20\n&gt;PAGE&gt;   9\n\n                  (f)      BETA AND PILOT PROGRAMS. The parties anticipate that\nduring the development of any given Tool, the parties may desire to implement\nbeta or pilot programs prior to commercial launch. To the extent that the\nparties desire to implement such programs, HWMD agrees to make available\nwherever practical prototype versions of the Tools for Quintiles' review during\nthe performance of the development services, and Quintiles shall provide\nfeedback regarding any nonconformities to Specifications or other suggestions\nregarding the prototype for HWMD to incorporate into the development services,\nall as further described in an applicable Work Plan.\n\n                  (g)      TECHNICAL CONTACTS. Quintiles and HWMD will each\ndesignate primary and alternate technical contacts (collectively, the \"TECHNICAL\nCONTACTS\") as the primary individuals responsible for facilitating\ncommunications between Quintiles and HWMD regarding all technical matters and\nfor coordinating the design, development, and testing of the Tool. Each party\nmay change its respective Technical Contacts at any time by providing the other\nparty with no less than five (5) days' advance notice.\n\n         4.3      DELIVERY AND ACCEPTANCE. The parties shall determine in the\nWork Plan the procedures for final testing of each Tool to determine whether the\nTool materially conforms to the applicable Specifications in the Work Plan. As\nset forth in further detail in the Work Plan, Quintiles will provide HWMD with a\nwritten acceptance of the Tool or one or more written statements of errors to be\ncorrected (a \"STATEMENT OF ERRORS\"). If Quintiles fails to provide HWMD with\nwritten acceptance or Statement of Errors within the period of time set forth in\nthe Work Plan, then the Tool will be deemed accepted. If Quintiles provides HWMD\nwith a Statement of Errors, then HWMD shall promptly and correct such errors and\nmake the Tool available for re-testing. The foregoing procedure will be repeated\nuntil Quintiles accepts or finally rejects each Tool. Upon acceptance of the\nTool, HWMD will make the Tool available for use on the Internet as described in\nthe Work Plan, or conduct such other activities to make the Tool available as\ndescribed in the Work Plan.\n\n         4.4      IMPLEMENTATION\/COMMERCIALIZATION OF TOOL. Upon launch of the\nTool, HWMD shall host and operate the Tool as set forth in the Work Plan. Except\nas otherwise set forth in the Work Plan, HWMD shall, in accordance with any\napplicable costs and fees set forth in the Work Plan, comply with the following\nas to each Tool.\n\n                  (a)      HOSTING; CAPACITY. HWMD shall provide (within the\ncontext of HWMD's facilities and normal hosting operations) all computer\nservers, routers, switches and associated hardware in an amount reasonably\nnecessary to meet anticipated traffic demands, adequate power supply (including\ngenerator back-up) and HVAC, adequate insurance, adequate service contracts and\nall necessary space, network cabling and power distribution to support the Tool.\nHWMD shall not be responsible for any such items beyond its own data center.\n\n                  (b)      SECURITY. HWMD shall implement security mechanisms\nfor the Tool with a degree of protection at least as strong as any similar\nproduct made available by HWMD on the HWMD Platform, or with such other security\nmechanisms as are specified in the corresponding Work Plan.\n\n                  (c)      UPTIME; SERVICE LEVEL RESPONSE. HWMD will use\ncommercially reasonable efforts to ensure that a server hosting the Tool is\naccessible to other Internet servers at a level agreed to in the Work Plan\n(\"Uptime\"), with the sole exception of scheduled maintenance to be performed\nduring off-peak hours. For Uptime problems or other service failures or failures\nof any\n\n\n                                  Page 8 of 20\n&gt;PAGE&gt;   10\n\nTool to materially conform to the Specifications in the Work Plan, HWMD shall\nmake available its personnel during such hours, and devote priority levels to\ncorrect any such problems, at least as strong as those provided by HWMD for any\nother applications on the HWMD Platform.\n\n         4.5      CO-BRANDING. The Tools shall be made available to customers in\nthe Co-Branded Area, or as otherwise agreed in the Work Plan, and shall be\nbranded under both parties' Marks. In all uses of the Tools in which the Marks\nof either party are displayed other than on HWMD's web sites, Quintiles' Marks\nshall be displayed with substantially equivalent size, location and prominence\nto HWMD's Marks, except as otherwise agreed in a Work Plan. HWMD's web site\nshall feature a prominent link to the Co-Branded Area. which link will display\nQuintiles' Mark. Within the Co-Branded Area, Quintiles Marks shall be displayed\nwith substantially equivalent size, location and prominence to HWMD's Marks,\nexcept as otherwise agreed in a Work Plan.\n\n                                    ARTICLE V\n                                    MARKETING\n\n         5.1      MARKETING PRINCIPLES.\n\n                  (a)      General. The parties will commercialize the Tools and\nservices provided through use of the Tools solely on a co-branded basis, except\nas otherwise agreed in a Work Plan. Although each may engage in independent\nmarketing activities for Tools at its own expense, HWMD and Quintiles intend\nprimarily to market the Tools on a coordinated, collaborative basis using sales\nteams comprised of representatives of each firm, with each party marketing all\nthree Tool Groups on a package basis.\n\n                  (b)      Integrated Sales Teams. Each party will provide\nappropriate sales and marketing personnel to constitute an integrated sales\nforce for the sales of services based on the Tool Groups, and each sales team\nwill include representatives from each party. The Steering Committee will\ncoordinate development of sales teams comprised of representatives from each\nparty, structured generally (unless otherwise determined by the Steering\nCommittee) to include a Project Executive (with coordination authority over\nsales efforts to multiple targeted customers), a Relationship Executive\n(corresponding to the specific targeted customer), and a sales\/follow-up team.\nThe parties will coordinate all sales team correspondence to each targeted\ncustomer through the corresponding Project and Relationship Executives to enable\na unified, seamless message from the combined sales team. Project Executives and\nRelationship Executives will be designated from time to time by the Steering\nCommittee.\n\n                  (c)      Joint Bids. The parties agree to coordinate all joint\nsales bids for services provided through use of the Tools under this Agreement.\nThe sales teams shall, together with the Steering Committee, determine on a\nbid-by-bid basis, issues relating to (1) the work to be performed by and the\ncompensation to be paid to each party, (2) pricing of the services, (3) which\nparty (based on preexisting relationships with the customer or otherwise) shall\ntake the lead in the bid process, (4) the contractual structure of any\ntransaction with a customer (through a prime and subcontractor arrangement or\notherwise), and (5) such other matters as are determined by the parties.\n\n\n                                  Page 9 of 20\n&gt;PAGE&gt;   11\n\n                  (d)      Customer Targeting. The parties (primarily Quintiles)\nfrom time to time will target pharmaceutical companies for sales of services\nbased on the Tool Groups, and in particular will target an initial group of\napproximately 15 key potential customers in connection with the Alliance's\nInitial Toolkit roll-out.\n\n                  (e)      Primary Sales Force Responsibility. Quintiles will\nbear primary responsibility for sales force activities for services related to\nthe drug development and physician detailing Tool Groups. HWMD will bear primary\nresponsibility for sales force activities for services relating to the\ndirect-to-consumer Tool Group.\n\n                  (f)      Package Orientation. The parties intend to market\nservices based on the Tool Groups primarily as a single package including all\nthree Tool Groups, but recognize that some customers may require the right to\npurchase services provided through the use of Tools individually or on a Tool\nGroup basis. The Steering Committee will be responsible to establish and adapt\nprice levels and models for custom sales.\n\n         5.2      SPECIFIC MARKETING ACTIVITIES. The Work Plan for each Alliance\nProduct will specify the manner (if unique) in which the parties will market\nsuch Alliance Product, along with the specific resources (if any) each party\nwill provide for that purpose. Each party will use commercially reasonable\nefforts to conduct the marketing activities specified in each such Work Plan, in\nthe manner and on the schedule specified therein.\n\n         5.3      OTHER MARKETING ACTIVITIES.\n\n                  (a)      General. In addition to the marketing activities\ndesignated in Work Plans for specific Tools, HWMD and Quintiles will engage in\nsuch other marketing activities as the Steering Committee shall determine from\ntime to time, such as in connection with establishing a marketing infrastructure\nfor Alliance activities, preparing periodic marketing plans, developing general\nmarketing collateral, or otherwise. The Steering Committee may develop Work\nPlans to address all such activities as it determines. Each party will conduct\nits respective activities designated in each such Work Plan in the manner and on\nthe schedule specified therein.\n\n                  (b)      Procedures. The Steering Committee may develop sales\nprocedures from time to time in its discretion for such matters as contact\nmanagement and enhancement, coordinated bid preparation, and contracting, and\nsuch other matters as the Steering Committee determines. Each party will cause\nits Alliance sales personnel to comply with all such procedures adopted by the\nSteering Committee as in effect from time to time.\n\n                                   ARTICLE VI\n                            PAYMENTS; REVENUE SHARING\n\n         6.1      PAYMENTS FOR DEVELOPMENT WORK. Quintiles will compensate HWMD\nfor development activities as follows:\n\n                  (a)      For development of the Tools in the Initial Toolkit\nand of any post-release enhancements during the year after any such Tool is\nfirst made generally available, Quintiles shall\n\n\n                                  Page 10 of 20\n&gt;PAGE&gt;   12\n\npay HWMD at HWMD's \"fully-loaded\" development cost for Development Personnel\n(determined as a function of salary and an overhead allotment agreed to by the\nSteering Committee) and actual costs and expenses otherwise incurred in carrying\nout a Work Plan approved by the Steering Committee (\"Costs\").\n\n                  (b)      For development of Tools other than those in the\nInitial Toolkit, of any post-release enhancements for any such Tool, and of any\npost-release enhancements of Tools in the Initial Toolkit following the year\nafter any such Tool is first made generally available, Quintiles shall pay HWMD\nsuch development fees as are determined by the Steering Committee and set forth\nin the applicable Work Plan.\n\n                  (c)      HWMD shall provide to Quintiles monthly invoices for\nCosts which shall provide all information reasonably necessary for the\ncomputation or conformation of the payments described in the invoices. Any\npayments for Costs will be paid by Quintiles to HWMD within thirty (30) days\nafter Quintiles' receipt of such invoice. Quintiles will pay interest of 1% per\nmonth on amounts not paid within such 30 day period, unless Quintiles delivers,\nin good faith, notice to HWMD disputing such payment in reasonable detail.\n\n         6.2      REVENUE SHARING.\n\n                  The parties will share their respective revenues from the\nsales of services provided through use of the Tools in the manner determined by\nthe Steering Committee at the time of each bid to a potential customer. The\nAlliance Guidelines include a model of the parties' revenue sharing expectations\nby Product Channel as of the date of this Agreement.\n\n         6.3      AUDITS. Each party will maintain records reasonably sufficient\nto document and record its shared revenues for Tools; and each shall have the\nright to audit the other's books and records on a reasonable basis to confirm\nthe accuracy thereof solely relative to shared revenues. The parties will\naddress any apparent payment discrepancies promptly and in good faith, and the\naffected party promptly will correct any confirmed over- or under-payment. Each\nparty may perform such audits up to twice per calendar year during the other\nparty's normal business hours by providing the audited party with at least five\nbusiness days advance written notice. In performing such audits, the auditing\nparty will not unduly interfere with the operation of the audited party's other\nbusiness activities, and the auditing party will comply with the audited party's\nreasonable safety and security policies and procedures.\n\n         6.4      OTHER COSTS OF PERFORMANCE. Except as otherwise specifically\nprovided in this Agreement, each party will bear the costs and expenses of\nperforming its obligations hereunder. Neither party shall be obligated to pay\nany taxes of the other or any other expenses for which the other party may be\nliable based upon or in connection with the transactions contemplated by this\nAgreement.\n\n\n                                  Page 11 of 20\n&gt;PAGE&gt;   13\n\n                                   ARTICLE VII\n                         INTELLECTUAL PROPERTY OWNERSHIP\n\n         7.1      INTELLECTUAL PROPERTY RIGHTS. HWMD and Quintiles agree and\nacknowledge that as between HWMD and Quintiles, ownership of Intellectual\nProperty Rights in the various intellectual properties associated with this\nAgreement (whenever developed) is as follows, subject to the various rights\ngranted in this Agreement (and without any duty to account to one another except\nas specifically provided herein):\n\n                  (a)      Each party shall own all right, title, and interest\nin and to all Intellectual Property Rights in its Confidential Information.\n\n                  (b)      Quintiles will own all right, title, and interest in\nand to all Intellectual Property Rights in the Tools, all computer software\nimplementing Tools, and all documentation for Tools (each of which shall be\ndeemed a \"work made for hire\" for purposes of the federal Copyright Act);\nprovided that HWMD shall be entitled to use all of the foregoing during the term\nof, in the manner, to the extent, and for the purposes required by this\nAgreement. HWMD hereby irrevocably transfers to Quintiles HWMD's entire right,\ntitle and interest to all Intellectual Property Rights in such items.\n\n                  (c)      HWMD will own all right, title, and interest in and\nto all Intellectual Property Rights in the HWMD Platform and all Platform\nEnhancements created by HWMD under this Agreement. For purposes of this\nAgreement, \"PLATFORM ENHANCEMENTS\" means a modification to the HWMD Platform\nwhich relates to the operating environment in which the Tools and other\napplications function.\n\n         7.2      FURTHER ASSURANCES. Each of HWMD and Quintiles shall, and\nshall cause its Affiliates to, cooperate with the other (or its designee(s)) and\nshall execute documents of assignment, oaths, declarations, and other documents\nreasonably requested by the other to confirm or effect the allocation or\nfacilitate the enforcement of the Intellectual Property Rights described in\nSection 7.1 above. Each party will provide such cooperation and execution at no\ncharge to the other, other than reimbursement of its reasonable related\nout-of-pocket expenses.\n\n         7.3      LICENSE TO MARKS. Each party will retain all right, title, and\ninterest in and to its Marks worldwide. Subject to the terms and conditions of\nthis Agreement, HWMD hereby grants to Quintiles a royalty-free, non-exclusive,\nnon-transferable, worldwide license to use HWMD's Marks in connection with its\nmarketing activities for the Tools during the term of this Agreement; provided\nthat such use is in accordance with HWMD's then-current trademark usage\nguidelines. Subject to the terms and conditions of this Agreement, Quintiles\nhereby grants to HWMD a royalty-free, non-exclusive, non-transferable, worldwide\nlicense to use the Quintiles Marks in connection with its marketing activities\nfor the Tools, including its use on the Co-Branded Area, during the term of this\nAgreement; provided that such use is in accordance with Quintiles' then-current\nMark usage guidelines. Neither party shall form any combination marks with the\nother party's marks. Neither party may modify any of the other party's Marks\nwithout the other party's approval. Each party hereby assigns to the other party\nall right, title and interest in the other party's Marks, together with\n\n\n                                  Page 12 of 20\n&gt;PAGE&gt;   14\n\nthe goodwill attaching thereto, that may inure to it in connection with this\nAgreement or from its use of the other party's Marks hereunder.\n\n         7.4      NO OTHER RIGHTS. Except as specifically provided in this\nAgreement, neither party nor any of its respective Affiliates shall have any\nright or license by virtue of this Agreement to use or exploit any Intellectual\nProperty Rights of the other party or any of the other party's Affiliates.\n\n                                  ARTICLE VIII\n                                 CONFIDENTIALITY\n\n         Each of HWMD and Quintiles will hold and cause its respective\nAffiliates to hold the other party's Confidential Information in confidence and\nrefrain from using any such Confidential Information other than for purposes of\nperforming its respective obligations under this Agreement. Each party may\ndisclose Confidential Information to its employees, contractors, and agents with\na need to know the Confidential Information who are under obligations not to use\nor disclose the Confidential Information. Notwithstanding the foregoing, each\nparty and its respective Affiliates will be permitted to disclose the other\nparty's Confidential Information as and to the extent required by applicable\nlaw, provided the party required to make any such disclosure notifies the party\nwhose Confidential Information is required to be disclosed as far in advance of\nthe required disclosure as is reasonably practicable under the circumstances and\ncooperates with such party (if reasonably requested to do so, and at the\nrequesting party's expense) to secure confidential treatment for the required\ndisclosure. Nothing in this Agreement shall prohibit HWMD from using or\ndisclosing any information learned by its employees or retained in such\nemployees memory after their last exposure to materials containing Confidential\nInformation, to the extent such information comprises software programming,\nInternet product development, or hosting techniques applicable generally to\nHWMD's business and products.\n\n                                   ARTICLE IX\n                              TERM AND TERMINATION\n\n         9.1      INITIAL TERM; RENEWAL TERM. This Agreement shall commence upon\nthe date specified above in the preamble and continue thereafter for ten (10)\nyears. At the end of the initial term, this Agreement shall renew automatically\nfor successive two (2) year periods, unless either HWMD or Quintiles notifies\nthe other in writing of its intention to terminate this Agreement at least one\nhundred eighty (180) days prior to the beginning of the applicable renewal term.\n\n         9.2      TERMINATION\n\n                  (a)      Either party may terminate this Agreement if the\nother party has defaulted in any material obligation under this Agreement and\nfailed to cure such default within sixty (60) days after written notice thereof\nfrom the terminating party.\n\n                  (b)      Either party may terminate this Agreement by\nimmediate written notice if the other party becomes insolvent or if a court of\ncompetent jurisdiction enters an order or decree in\n\n\n                                  Page 13 of 20\n&gt;PAGE&gt;   15\n\nrespect of such party under any bankruptcy or similar law approving a petition\nfor reorganization or appointing a custodian for all or substantially all its\nassets or ordering the liquidation of such party.\n\n         9.3      EFFECT OF TERMINATION. The parties' respective rights and\nobligations under Section 6.3 (Audits), and Articles VII (Intellectual Property\nOwnership), VIII (Confidentiality), and X (Miscellaneous) will survive any\nexpiration or termination of this Agreement. In the event of any termination or\nexpiration of this Agreement, each party shall deliver to the other all copies\nof all Confidential Information of the other party in its possession or control\n(including, without limitation, HWMD's delivery to Quintiles of all copies of\nthe Tools in object and source code forms and all related documentation). In the\nevent of any termination or expiration of this Agreement, HWMD shall offer to\nQuintiles a service agreement for a period of up to two years, under which HWMD\nshall continue to operate the Tools on behalf of Quintiles and facilitate the\ntransition of the Tools to another platform, all on HWMD's then-current standard\npricing and other terms and conditions. HWMD shall also include a listing of all\nthird party software contained in the Tools, and will sublicense or assign\nHWMD's rights in such software to Quintiles where HWMD possesses the right to do\nso.\n\n                                    ARTICLE X\n                               DISPUTE RESOLUTION\n\n         10.1     DISPUTE RESOLUTION.\n\n                  (a)      Internal Review. In the event that a dispute,\ndifference or question arises pertaining to any matters which are the subject of\nthe Alliance (\"DISPUTE\"), and either party so requests in writing, prior to the\ninitiation of any formal legal action, the following dispute resolution shall\napply:\n\n                           (1)      The Steering Committee will use its good\nfaith efforts to resolve the Dispute within ten (10) days. If the Steering\nCommittee is unable to resolve the Dispute in such period, the Steering\nCommittee will refer the Dispute to the Executive Sponsors as set forth in\nsubitem (2) below.\n\n                           (2)      For all Disputes referred to the Executive\nSponsors from the Steering Committee above, the Executive Sponsors shall use\ntheir good faith efforts to resolve the Dispute within twenty (20) days after\nsuch referral. If the Executive Sponsors are unable to resolve the Dispute in\nsuch period, the Executive Sponsors will refer the Dispute to the Chief\nExecutive Officers of HWMD and Quintiles as set forth in subitem (3) below.\n\n                           (3)      For all Disputes referred to the Chief\nExecutive Officers from the Executive Sponsors above, the Chief Executive\nOfficers shall use their good faith efforts to resolve the Dispute within twenty\n(20) days after such referral.\n\n                  (b)      Mediation. In the event of a Dispute which cannot be\nresolved by the Chief Executive Officers, either party may commence a\nnon-binding mediation to resolve the Dispute by providing written notice to the\nother party (a \"MEDIATION NOTICE\") informing the other party of the dispute and\nthe issues to be resolved and containing a list of five (5) recommended\nindividuals to\n\n\n                                  Page 14 of 20\n&gt;PAGE&gt;   16\n\nserve as the mediator. Within ten (10) business days after the receipt of a\nMediation Notice, the other party shall respond by written notice to the party\ninitiating mediation, providing a list of five (5) recommended individuals to\nserve as the mediator and which adds additional issues to be resolved. The\nrecommended mediators shall be individuals with experience in the pharmaceutical\nand healthcare technology industries and shall not be any employee, director,\nshareholder or agent of either party or an Affiliate of either party, or\notherwise involved (whether by contract or otherwise) in the affairs of either\nparty. If, within twenty (20) business days after receipt of the Mediation\nNotice, the parties shall have been unable to agree upon an individual to serve\nas mediator, or to the extent the mediator selected by the parties is unable to\nresolve the dispute, the dispute will be settled by final and binding\narbitration conducted in the manner described in subsection (c) below. If,\nwithin twenty (20) business days after receipt of the Mediation Notice, the\nparties shall have agreed upon an individual to serve as mediator, the mediator\nshall conduct a mediation in an effort to resolve the dispute, employing\ncommercially reasonable procedures selected by the mediator in consultation with\nthe parties, completing such mediation no later than sixty (60) days after\nengagement.\n\n                  (c)      Arbitration. Binding arbitration, if necessary, shall\nbe conducted in accordance with the Commercial Arbitration Rules of the American\nArbitration Association, as in effect at the time of the arbitration hearing,\nsuch arbitration to be completed in a ninety (90) day period. The arbitration\npanel will be composed of three arbitrators, one of whom will be chosen by HWMD,\none by Quintiles, and the third by the two so chosen. If both or either of HWMD\nor Quintiles fails to choose an arbitrator or arbitrators within fourteen (14)\ndays after receiving notice of commencement of arbitration, or if the two\narbitrators fail to choose a third arbitrator within fourteen (14) days after\ntheir appointment, the American Arbitration Association shall, upon the request\nof both or either of the parties to the arbitration, appoint the arbitrator or\narbitrators required to complete the panel. The decision of the arbitrators\nshall be final and binding on the parties, and specific performance may be\nordered by any court of competent jurisdiction.\n\n                  (d)      Costs. The parties shall bear their own costs in\npreparing for and participating in the resolution of any dispute under this\nArticle, and the costs of mediator(s) and arbitrator(s) shall be equally divided\nbetween the parties.\n\n                                   ARTICLE XI\n                                   WARRANTIES\n\n         11.1     POWER AND AUTHORITY. HWMD represents and warrants to Quintiles\nthat HWMD has full power, right and authority to enter into this Agreement, to\ncarry out its obligations under this Agreement, and to grant and assign the\nrights granted and assigned to Quintiles under this Agreement.\n\n         11.2     PROPRIETARY RIGHTS. HWMD further represents and warrants to\nQuintiles that:\n\n                  (a)      The Tools will be the original work of HWMD or\nlicensed from third party vendors as agreed to by the Steering Committee;\n\n\n                                  Page 15 of 20\n&gt;PAGE&gt;   17\n\n                  (b)      HWMD has not previously granted or assigned and will\nnot grant or assign any rights in the Tools to any third party which are\ninconsistent with the rights granted and assigned herein to Quintiles; and\n\n                  (c)      Each of HWMD's employees and consultants who has been\nor will be involved in the development of the Tools, or who will have access to\nany Confidential Information of Quintiles, will have signed, before beginning\nsuch involvement, an agreement with HWMD with respect to proprietary rights and\nconfidentiality which complies with the terms of this Agreement.\n\n         11.3     VIRUS WARRANTY. HWMD warrants that HWMD has implemented all\nmeasures used in its normal business, including at a minimum commercially\nreasonable measures, to ensure that the Tools do not contain any virus or any\nother contaminant, including but not limited to codes, commands or instructions\nthat may be used to access, alter, delete, damage, disable, cause disruption of\nor otherwise interfere with Quintiles' use of the Tools, other software, or any\nQuintiles data or information.\n\n         11.4     YEAR 2000 WARRANTY. HWMD warrants to Quintiles that it shall\ntake all steps to ensure that the Tools are and will be \"Year 2000 Compliant\" in\na manner commensurate with other applications used by HWMD on the HWMD Platform.\nFor purposes of this Agreement, \"Year 2000 Compliant\" means that the Tools will,\nin processing data containing dates in the Year 2000 and any preceding and\nfollowing years: (a) initiate and operate, (b) correctly store, represent, and\nprocess (including sort) dates (including single and multi-century formulas and\nleap year calculations), and (c) not cause or result in an abnormal termination\nor ending.\n\n         11.5     SERVICES WARRANTY. HWMD warrants that it shall provide\nservices under this agreement in a professional, workmanlike and efficient\nmanner, consistent with the high industry standards.\n\n         11.6     WARRANTY DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN\nTHIS AGREEMENT, HWMD HEREBY DISCLAIMS ALL WARRANTIES, OF ANY KIND, EXPRESS OR\nIMPLIED INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY\nOR FITNESS FOR A PARTICULAR PURPOSE.\n\n                                   ARTICLE XII\n                             INFRINGEMENT INDEMNITY\n\n         12.1     DUTY TO INDEMNIFY BY HWMD. HWMD will, at its expense, defend,\nindemnify, hold Quintiles harmless, from and against any damage, liability, cost\nor expense (including reasonable attorneys' fees and court costs) arising out of\nor resulting from any claim, suit or other proceeding in which it is alleged\nthat the Tools or Quintiles' exercise of its rights in the Tools, infringes the\nIntellectual Property Rights of any third party. In the event of any such claim,\nQuintiles will: (i) promptly notify HWMD, in writing, of the claim, suit or\nproceeding; (ii) provide HWMD with all reasonable information and assistance, at\nHWMD's expense, to defend or settle such a claim, suit or proceeding; and (iii)\ngrant HWMD with the authority and control of the defense or settlement of such\nclaim. Such indemnity shall not extend to the extent that any infringement is\ncaused by HWMD's conformance to Quintiles requirements or specifications.\n\n\n                                  Page 16 of 20\n&gt;PAGE&gt;   18\n\n         12.2     INJUNCTION REMEDIES FOR QUINTILES. If Quintiles' use of any\nTools is, or in HWMD's opinion is likely to be, enjoined due to the type of\nclaim specified in Section 12.1, then HWMD, at its sole option and expense, will\neither: (i) procure for Quintiles a license to continue using the Tools in\naccordance with the terms of this Agreement; or (ii) modify the allegedly\ninfringing item to avoid the infringement, without impairing the compliance of\nthe Tools with the Specifications; or (iii) if such is not reasonably possible,\nthen instruct Quintiles to cease use of the infringing item and the parties will\nuse the dispute resolution process set out in Article X to adjust this Agreement\nor the Work Plan in question to compensate.\n\n         12.3     DUTY TO INDEMNIFY BY QUINTILES. Quintiles will, at its\nexpense, defend, indemnify, hold HWMD harmless, from and against any damage,\nliability, cost or expense (including reasonable attorneys' fees and court\ncosts) arising out of or resulting from any claim, suit or other proceeding in\nwhich it is alleged that the requirements or specifications produced by\nQuintiles for the Tools or HWMD's exercise of its rights in the requirements or\nspecifications produced by Quintiles, infringes the Intellectual Property Rights\nof any third party. In the event of any such claim, HWMD will: (i) promptly\nnotify Quintiles, in writing, of the claim, suit or proceeding; (ii) provide\nQuintiles with all reasonable information and assistance, at Quintiles' expense,\nto defend or settle such a claim, suit or proceeding; and (iii) grant Quintiles\nwith the authority and control of the defense or settlement of such claim. Such\nindemnity shall not extend to the extent that any infringement is caused by\nHWMD's method of conforming to Quintiles requirements or specifications.\n\n         12.4     INJUNCTION REMEDIES FOR HWMD. If HWMD's use of any Tools is,\nor in Quintiles' opinion is likely to be, enjoined due to the type of claim\nspecified in Section 12.3, then Quintiles, at its sole option and expense, will\neither: (i) procure for HWMD a license to continue using the requirements or\nspecifications in accordance with the terms of this Agreement; or (ii) modify\nthe allegedly infringing item to avoid the infringement, or (iii) if such is not\nreasonably possible, then instruct HWMD to cease use of the infringing item and\nthe parties will use the dispute resolution process set out in Article X to\nadjust this Agreement or the Work Plan in question to compensate.\n\n                                  ARTICLE XIII\n                                  MISCELLANEOUS\n\n         13.1     RELATIONSHIP OF PARTIES. HWMD and Quintiles agree that their\nlegal 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 HWMD and Quintiles,\nand neither shall have any power by virtue of this Agreement to enter into any\ncontract or commitment on behalf of the other or to bind the other in any\nrespect whatsoever.\n\n         13.2     AMENDMENT AND MODIFICATION. This Agreement may be amended,\nmodified or supplemented only by a written agreement (referring specifically to\nthis Agreement) of HWMD and Quintiles.\n\n         13.3     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\n\n\n                                  Page 17 of 20\n&gt;PAGE&gt;   19\n\ncourt with jurisdiction, the remaining provisions shall continue in full force\nand effect. If any provision of this Agreement is found to be so broad as to be\nunenforceable, such provision shall be interpreted to be only as broad as is\nenforceable.\n\n         13.4     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, General\n                             Counsel\n\n         with a copy to:\n\n                  Smith, Anderson, Blount, Dorsett, Mitchell &amp; Jernigan, 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         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, General\n                             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                                  Page 18 of 20\n&gt;PAGE&gt;   20\n\n         13.5     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         13.6     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         13.7     GOVERNING LAW. This Agreement shall be governed by and\nconstrued in accordance with the laws of the State of North Carolina, without\ngiving effect to the provisions thereof relating to conflicts of law.\n\n         13.8     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         13.9     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. Neither party may assign or otherwise transfer its rights, interests or\nobligations under this Agreement without the other party's 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 in a transaction in which the transferee or successor to such business or\nassets assumes the transferring party's corresponding obligations under this\nAgreement.\n\n         13.10    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         13.11    LIMITATION OF LIABILITY. EXCEPT IN THE CASE OF FRAUD OR\nWILLFUL OR INTENTIONAL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER\nFOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES\nARISING OUT OF OR RELATED TO SUCH ACTION OR OMISSION, INCLUDING WITHOUT\nLIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF\nBUSINESS INFORMATION, AND THE LIKE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE\nPOSSIBILITY OF SUCH DAMAGES.\n\n         13.12    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                                * * * * * * * * *\n\n\n                                  Page 19 of 20\n&gt;PAGE&gt;   21\n\n    [signature page to Internet Product Development and Marketing Agreement]\n\n         In witness whereof, each of HWMD 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\n                                       By: \/s\/ Jeff Arnold\n                                          --------------------------------------\n\n                                       Its: Chief Executive Officer\n                                           -------------------------------------\n\n \n\n                                      QUINTILES TRANSNATIONAL CORP.\n\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                                  Page 20 of 20\n&gt;PAGE&gt;   22\n\n      SCHEDULE 2.2 TO INTERNET PRODUCT DEVELOPMENT AND MARKETING AGREEMENT\n\n                               ALLIANCE GUIDELINES\n\nA.       Master Development\/Rollout Schedule\n\n&gt;TABLE&gt;\n&gt;CAPTION&gt;\n         Phase       Months      Action\n         &gt;S&gt;         &gt;C&gt;         &gt;C&gt;\n         -----------------------------------------------------------------------------------------------------\n         1           0-6         Specify functions to be provided by Tools\n                                 - Parties estimate 200 functions to be specified\n                                 - Quintiles to be primarily responsible for this activity, with support\n                                 from HWMD software development and other appropriate personnel\n         -----------------------------------------------------------------------------------------------------\n         2           7-18        Develop software to implement functions specified in Phase 1\n                                 - Parties estimate will require 200 software development personnel on\n                                 full-time basis\n                                 - HWMD to be primarily responsible, with support from Quintiles\n                                 - Quintiles to pay HWMD for development services at HWMD's cost\n                                 (see Designated Resource Commitments below)\n\n                                 Develop sales materials for pharmaceutical customers and training\n                                 materials for Alliance sales personnel from HWMD and Quintiles\n                                 - Quintiles to be primarily responsible, with support from HWMD\n         -----------------------------------------------------------------------------------------------------\n         3           19-27       Global joint sales roll-out to targeted large pharmaceutical companies;\n                                 roll-out to include personal efforts at CEO level of HWMD and Quintiles\n         -----------------------------------------------------------------------------------------------------\n         4           28          First sales targeted to occur\n         -----------------------------------------------------------------------------------------------------\n&gt;\/TABLE&gt;\n\nB.       Revenue Sharing Objectives\n\nParties to share revenues derived from commercialization of Tools as determined\nby Steering Committee. Current estimated guidelines are as follows:\n\n&gt;TABLE&gt;\n&gt;CAPTION&gt;\nEstimates                                 Revenue Share                                Operating Margin\n                                 ---------------------------------------------------------------------------------\n                                  HWMD                 Quintiles                 HWMD                 Quintiles\n------------------------------------------------------------------------------------------------------------------\n&gt;S&gt;                              &gt;C&gt;                   &gt;C&gt;                     &gt;C&gt;                    &gt;C&gt;\nDrug\nDevelopment                       12.5%                  87.5%                 25 - 30%               20 - 25%\n------------------------------------------------------------------------------------------------------------------\nPhysician\nDetailing                         12.5%                  87.5%                 25 - 30%               20 - 25%\n------------------------------------------------------------------------------------------------------------------\nDirect-to-\nConsumer                          87.5%                  12.5%                      30%                    30%\n------------------------------------------------------------------------------------------------------------------\n&gt;\/TABLE&gt;\n\n\n&gt;PAGE&gt;   23\n\nThese estimates and the parties' revenue sharing objectives are further modeled\nin the attached Schedule 2.2.1.\n\nC.       Resource Commitment Model\n\n         1.       In addition to Quintiles' funding HWMD's development of the\n                  Initial Toolkit at cost (see Section 6.1), the parties\n                  anticipate approximately the following commitment of resources\n                  will be necessary to enable commercialization of the Initial\n                  Toolkit:\n\n&gt;TABLE&gt;\n                  &gt;S&gt;                                        &gt;C&gt;\n                  Planning                                   $   5 million\n                  -------------------------------------------------------------\n                  Business development                       $  15\n                  -------------------------------------------------------------\n                  Management                                 $  10\n                  -------------------------------------------------------------\n                  Clinical trial training                    $  50\n                  -------------------------------------------------------------\n                  Detailing training                         $  15\n                  -------------------------------------------------------------\n                  Contingencies                              $  10\n                  -------------------------------------------------------------\n\n                  -------------------------------------------------------------\n                  Total                                      $[105] million\n                  -------------------------------------------------------------\n&gt;\/TABLE&gt;\n\n         2.       The parties will commit such resources in the manner\n                  determined by the Steering Committee in Work Plans.\n\n\n&gt;PAGE&gt;   24\n\n                       SCHEDULE 2.1.1 TO INTERNET PRODUCT\n                       DEVELOPMENT AND MARKETING AGREEMENT\n\n                         REVENUE SHARING MODEL (DETAIL)\n\nProduct Development and Commercialization Revenue Sharing Model\n\n&gt;TABLE&gt;\n&gt;CAPTION&gt;\n                               Example at $1 billion\n\n&gt;S&gt;                            &gt;C&gt;                  &gt;C&gt;            &gt;C&gt;               &gt;C&gt;\nQuintiles                         1,000,000                        1,000,000\nRevenues\n\nProfit - before                     325,000         32.50%           178,750         17.88%\nspend\nPayment to HWMD                     125,000         12.50%            68,750          6.88%\n                               --------------------------           -----------------------\nProfit - after                      200,000         20.00%           110,000         11.00%\nspend\n&gt;\/TABLE&gt;\n\n&gt;TABLE&gt;\n&gt;CAPTION&gt;\n                                                                             Example at $1 Billion in revenue\n                        Quintiles Profits                           ---------------------------------------------------------------\n                      ---------------------           HWMD                          Profit       Payment       Profit     Profit %\n                      Pre-Spend  Post-Spend         Revenues          Revenue    Pre-Spend       to HWMD   Post-Spend   Post-Spend\n                      ---------------------         --------        ---------------------------------------------------------------\n&gt;S&gt;                   &gt;C&gt;        &gt;C&gt;                &gt;C&gt;             &gt;C&gt;          &gt;C&gt;             &gt;C&gt;       &gt;C&gt;           &gt;C&gt;\nQuintiles at             32.50%      20.00%           12.50%        1,000,000      325,000       125,000      200,000       20.00%\n20% after pmts.\n                         30.88%      19.00%           11.88%        1,000,000      308,750       118,750      190,000       19.00%\n                         29.25%      18.00%           11.25%        1,000,000      292,500       112,500      180,000       18.00%\n                         27.63%      17.00%           10.63%        1,000,000      276,250       106,250      170,000       17.00%\n                         26.00%      16.00%           10.00%        1,000,000      260,000       100,000      160,000       16.00%\n                         24.38%      15.00%            9.38%        1,000,000      243,750        93,750      150,000       15.00%\n                         22.75%      14.00%            8.75%        1,000,000      227,500        87,500      140,000       14.00%\n                         21.13%      13.00%            8.13%        1,000,000      211,250        81,250      130,000       13.00%\n                         19.50%      12.00%            7.50%        1,000,000      195,000        75,000      120,000       12.00%\n                         17.88%      11.00%            6.88%        1,000,000      178,750        68,750      110,000       11.00%\n-----------------------------------------------------------------------------------------------------------------------------------\n                         16.00%      11.00%            5.00%        1,000,000      160,000        50,000      110,000       11.00%\n                         15.00%      11.00%            4.00%        1,000,000      150,000        40,000      110,000       11.00%\n                         14.00%      11.00%            3.00%        1,000,000      140,000        30,000      110,000       11.00%\n-----------------------------------------------------------------------------------------------------------------------------------\n                         13.00%      10.00%            3.00%        1,000,000      130,000        30,000      100,000       10.00%\n                         12.00%       9.00%            3.00%        1,000,000      120,000        30,000       90,000        9.00%\n                         11.00%       8.00%            3.00%        1,000,000      110,000        30,000       80,000        8.00%\n                         10.00%       7.00%            3.00%        1,000,000      100,000        30,000       70,000        7.00%\n                          9.00%       6.00%            3.00%        1,000,000       90,000        30,000       60,000        6.00%\n                          8.00%       5.00%            3.00%        1,000,000       80,000        30,000       50,000        5.00%\n                          7.00%       4.00%            3.00%        1,000,000       70,000        30,000       40,000        4.00%\n                          6.00%       3.00%            3.00%        1,000,000       60,000        30,000       30,000        3.00%\n&gt;\/TABLE&gt;\n\n\n&gt;PAGE&gt;   25\n\nDirect-to-Consumer Revenue Sharing Model\n\n&gt;TABLE&gt;\n&gt;CAPTION&gt;\n                          Example at $1 billion\n\n\n&gt;S&gt;                       &gt;C&gt;                              &gt;C&gt;\nTotal Revenues                        1,000,000\n\nQuintiles Revenues                      125,000             12.50%\nHWMD Revenues                           875,000             87.50%\n                          ----------------------------------------\nTotal Revenues                        1,000,000            100.00%\n                          =====================\n&gt;\/TABLE&gt;\n\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":[9613,9620],"class_list":["post-42381","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__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42381","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=42381"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42381"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42381"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42381"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}