{"id":42591,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/name-and-likeness-agreement-c-everett-koop-m-d-and-drkoop-com.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"name-and-likeness-agreement-c-everett-koop-m-d-and-drkoop-com","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/name-and-likeness-agreement-c-everett-koop-m-d-and-drkoop-com.html","title":{"rendered":"Name and Likeness Agreement &#8211; C. Everett Koop M.D. and DrKoop.com Inc."},"content":{"rendered":"<pre>\n             THIRD AMENDED AND RESTATED NAME AND LIKENESS AGREEMENT\n\n\n        This THIRD AMENDED AND RESTATED NAME AND LIKENESS AGREEMENT (this\n\"Agreement\") is made and entered as of May 1, 2001 (the \"Effective Date\") by and\nbetween C. Everett Koop, M.D. (\"Koop\") and drkoop.com, Inc., a Delaware\ncorporation (\"DKC\" or the \"Company\").\n\n                                    RECITALS:\n\n        A. On January 5, 1999, Koop and DKC entered into a predecessor to this\nAgreement for the purpose of conveying to DKC certain rights to use the name,\nlikeness and other attributes of Koop (the \"January Agreement\").\n\n        B. On August 30, 1999, Koop and DKC entered into an amendment and\nrestatement of the January Agreement that superceded such agreement in all\nrespects (the \"August Agreement\").\n\n        C. On June 22, 2000, Koop and DKC entered into an amendment and\nrestatement of the August Agreement that superceded such agreement in all\nrespects (the \"June 2000 Agreement\").\n\n        D. The parties, by entering into this Agreement, intend to supersede the\nJune 2000 Agreement in all respects and, from and after the date hereof, to have\nthis Agreement replace such June 2000 Agreement.\n\n                                   AGREEMENT:\n\n        NOW THEREFORE for and in consideration of the premises, and the mutual\ncovenants and promises herein set forth, the parties hereto hereby agree as\nfollows:\n\n        1. Term and Termination: The term of this Agreement (the \"Term\") will\nbegin on the Effective Date hereof and will extend for an initial term of seven\nyears. Unless otherwise terminated as provided for below, the Agreement will\nautomatically renew thereafter for consecutive five-year terms (each a \"Renewal\nTerm\"). The Agreement may be terminated by either party upon written notice\ngiven not more than 270 and not less than 180 days before the expiration of any\nRenewal Term; provided that Koop shall not have the right to terminate this\nAgreement pursuant to this sentence unless Koop also has the right to terminate\nthis Agreement under Section 6 at the time of any notice not to renew provided\nby Koop pursuant to this sentence. This Agreement may also be terminated by\neither party in the event of a material breach or default by the other party as\nspecified in Section 6. Provided termination is not the result of (i) a material\nbreach or default by DKC that is not cured after written notice as provided in\nthe immediately preceding sentence, or (ii) a termination of this Agreement by\noperation of Section 16, DKC shall have the right for five (5) years following\ntermination to use the Koop Name (the \"Rebranding Period\"). During the\nRebranding Period, the Company's right to use the Koop Name shall be\nnon-exclusive except that (i) such usage shall be exclusive with respect to any\nproducts or services involving or related to medical and health information, or\nmedical,\n\n\n\n                                     Page 1\n   2\n\nhealthcare and\/or wellness related services, products and\/or commerce and (ii)\nthe Koop Name may not be licensed and no rights in the Koop Name may be\notherwise granted, transferred or conveyed to any Direct Competitor of DKC as\nidentified on Attachment B. In the event that termination occurs as a result of\na material breach or default by DKC that is not cured after written notice as\nprovided herein, all rights to use the Koop Name (as defined below) shall cease\non the ninetieth (90th) day after such termination and if this Agreement is\nterminated pursuant to Section 16 no Rebranding Period shall exist.\n\n        2. Right To Use Services: During the Term and subject to all other\nprovisions of this Agreement, Koop agrees that DKC shall have the right to use\nKoop's name, image or likeness (hereinafter the \"Koop Name\"), to file\napplications for registration and obtain registrations involving the Koop Name\nand to sublicense the Koop Name, in each case in connection with the Company's\nmedical and health information network and medical, healthcare and\/or wellness\nrelated services, products and\/or commerce (collectively, the \"Products\") in\naccordance with Section 5 below. In addition, in consideration of the fees\ncontemplated by clauses (Y) and (Z) of Section 3, Koop agrees to use his best\nefforts to work with DKC in promoting the Products in a variety of media,\nincluding but not limited to personal appearances on selected national and\/or\nlocal network television and\/or radio shows, contributions to written\npublications, etc. (e.g., Oprah Winfrey Show, Dateline, Larry King Live, Time,\nNewsweek, etc.).\n\n        3. Fees and Payment: For all rights and privileges and services rendered\nor provided for hereunder by Koop, DKC has granted to Koop, pursuant to the\ngeneral terms of the applicable stock option plan, options to purchase 214,400\nshares of the common stock of DKC for an exercise price of $17.88 per share (the\n\"August Options\") and has made an additional one-time grant of options to\npurchase 1,000 shares of the common stock of DKC for an exercise price of $1.50\nper share (the \"2000 Options\"). The (a) August options will continue to vest on\nthe existing vesting schedule which commenced in August 1999 (i.e., become\nexercisable) at a rate of 8,933.33 options per month (subject to adjust for\nstock splits and similar matters) provided that at the end of each such month\nthis Agreement shall remain in full force and effect; provided, however, that\nall such options shall vest and become exercisable at such time as this\nAgreement shall be terminated due to the material breach of this Agreement by\nDKC in accordance with the default provisions contained in Sections 1 and 6 and\n(b) the 2000 Options shall be vested immediately upon execution hereof. The\nforegoing options have been approved by a compensation committee consisting\nsolely of non-employee directors, or by the full board of directors of DKC (with\nKoop abstaining), for purposes of Rule 16b-3 under the Securities Exchange Act.\nThe parties acknowledge that the January Agreement provided for a continuing\nroyalty on DKC revenue and expressly acknowledge that the obligation of DKC to\npay, and the right of Koop to receive, any such royalty was terminated effective\nJuly 1, 1999. Notwithstanding the foregoing, and in consideration of the\naforementioned services to be rendered by Koop, DKC shall pay Koop the\nfollowing:\n\n               Y) the lesser of (i) 5% of net cash revenues derived by DKC or\n(ii) $0.20 per product sold by DKC which bears the Koop Name (or by a third\nparty from which DKC derives revenues which respect to such sale), in each case\nfrom sales of only those Products identified in Attachment C, payable quarterly\nno later than 45 days following the end of each fiscal quarter with respect to\ncash received by DKC in the preceding fiscal quarter; and\n\n\n\n                                     Page 2\n   3\n\n               Z) a $20,000 monthly consulting fee, payable on the fifteenth\n(15th) day of each month, beginning on or about the fifteenth (15th) day after\nthe Effective Date. Said consulting fee shall terminate upon the death or\nincapacity of Koop.\n\n        4. Competitive Protection: Effective as of the date of this Agreement\nand continuing throughout the Term, Koop agrees that Koop will not render\nservices in the form of advertising and\/or publicizing of any items, products or\nservices of any Direct Competitor, including but not limited to those entities\nidentified on Attachment B, which DKC may amend from time to time, nor will Koop\npermit or authorize the use of the Koop name and\/or likeness (photograph and\/or\ndrawing), voice, signature and\/or endorsement, by any Direct Competitor, except\nas may be used for the non-profit, non-commercial activities of the Koop\nInstitute; provided such activities are not related in any way to the promotion\nof items, products or services of any Director Competitor. For purposes of this\nAgreement, \"Direct Competitor\" shall refer to any business entity that develops\nitems, products or provides services relating to: (i) online health and wellness\ninformation; (ii) corporate wellness and fitness programs; or (iii) home health\ncare services.\n\n        Without limiting the generality of the foregoing, Dr. Koop shall not\ndirectly or indirectly participate in the development, production or promotion\nof any competitive Products or the products or services of any Direct Competitor\nduring the Term of this Agreement or any renewal term or during the Rebranding\nPeriod, if any.\n\n        5. Right of Review: The following elements of each Product shall be\nsubject to Koop's prior review and written approval, which approval shall not be\nunreasonably withheld and shall be rendered within ten (10) working days of\nreceipt of the element of the Product. Koop shall have the right to delegate his\napproval rights hereunder to a Representative (as defined in Section 10 below)\nwith the approval of DKC, such approval not to be unreasonably withheld. In the\nevent DKC does not receive notice of Koop's disapproval within ten (10) working\ndays of Koop's receipt of DKC's request for approval of an element of a Product,\nsaid element shall be deemed approved.\n\n               (i) Content and format, including manuscripts and other written\nmaterials included with the Products, including drafts, and the final version.\n\n               (ii) Extent and content of all medical and technical information.\n\n               (iii) Professional medical consultants and advisors.\n\n               (iv) Title.\n\n               (v) Credit.\n\n               (vi) Means of advertising, promoting and selling the product,\nincluding the Koop Name.\n\n               (vii) All advertising and promotional materials created,\ndeveloped or used in connection with the Products.\n\n\n\n                                     Page 3\n   4\n\n               (viii) Any use not expressly contemplated by this Agreement.\n\n               DKC and Koop shall work together to establish systems and\nprocedures for updating the Products based on advances in the field of medicine.\n\n        6.     Default Provisions:\n\n               (a)    In the event that either party (\"Defaulting Party\")\n\n                      (i) Materially defaults in the performance of any of its\nduties or obligations set forth in this Agreement and such default is not\nsubstantially cured within thirty (30) days after written notice is received by\nthe other party specifying the default; or\n\n                      (ii) Defaults in the payment of any amount due to the\nother party under this Agreement (if any) or in the case of DKC the performance\nof its obligations under any stock option which default is not cured within\nthirty (30) days after written notice is received by the other party specifying\nthe default ; and\n\n                      (iii) Provided, that upon a default under Section 6(i)\nand\/or (ii) by one party under this Agreement, the cure period for the next\ndefault by such party shall be reduced (but not below ten days) by ten (10)\ndays.\n\n        Then the other party may, by giving written notice to such effect to the\nDefaulting Party, terminate this Agreement as of the date specified in such\nnotice of termination.\n\n               (b) Notwithstanding anything to the contrary herein contained,\nthe termination of the Agreement shall not relieve the parties of their\nobligations existing at or prior to termination.\n\n        7. Obligations Limited to Payments: The obligations of DKC to Koop\nhereunder shall be fully performed and discharged as stipulated in Section 3,\nexcept for those obligations that arise pursuant to the provisions for\nindemnifications contained in Section 9. It is understood that Koop is not an\nemployee of DKC and shall not be entitled to any rights or benefits granted to\nemployees of DKC by reason of the rendering hereunder of services by Koop.\n\n        8. Covenants Regarding Public Image: DKC and Koop each covenants and\nagrees that it will not knowingly permit, do or commit any act or thing that\nwould degrade, tarnish or deprecate or disparage the other party or the public\nimage of the other party in society or standing in the community, or prejudice\nthe other party, and that it will terminate such activities promptly upon\nnotice, it being understood that this Section 8 shall not apply to any dispute\ninvolving this Agreement between Koop and DKC.\n\n        9. Indemnity: DKC agrees to indemnify and hold harmless Koop, his\nemployees, assignees, and heirs against any and all claims, damages, liabilities\n(including, but not limited to, liability for personal injury and liability for\nbreach of confidentiality), costs and expenses, including without limitation,\nreasonable legal fees and costs arising out of the use of any material furnished\nby DKC in connection with the services performed, or resulting from any patient\nor\n\n\n\n                                     Page 4\n   5\n\nthird party action arising from the activities of DKC or resulting in any way\nfrom the sale of Products pursuant to this Agreement, or incurred for or by\nreason of the breach by DKC of any of its obligations, warranties, agreements,\ncovenants or representations herein contained. Koop shall provide prompt written\nnotice of any claim hereunder and DKC shall have the right to defend same.\n\n        10. Incapacity or Death of Koop. Except as otherwise provided herein,\nthe rights granted to DKC herein are intended to survive the incapacity or death\nof Koop. Upon the occurrence of any such event, all actions with respect to Koop\nhereunder, including without limitation the approval rights provided in Section\n5, shall be exercisable on behalf of Koop by another person (the\n\"Representative\"), who, at the execution date of this agreement, is hereby\ndesignated by Koop to be his son: Alan Koop, and, in the event of Alan Koop's\ndeath, to be Koop's granddaughter: Dr. Jennifer Koop.\n\n        If prior to the death of Koop, he is pronounced to be incapacitated\n(i.e., as being incapable of managing or conducting his own business affairs due\nto physical or mental infirmity) by his Representative and Koop's son-in-law:\nGordon Thompson (such determination to be made only in association with a\nphysician chosen by and mutually acceptable to DKC and the Representative), then\nsaid Representative shall thereafter and for so long as Koop is incapacitated\nhave full right to take any and all acts on behalf of Koop hereunder.\n\n        Any Representative appointed in accordance with this Section 10 shall\nhave full right to take any and all acts on behalf of Koop hereunder and DKC may\nrely on such acts as the lawful and duly authorized acts of Koop.\n\n        11. Notices: Any notice or other communication (including payment\nhereunder) required or permitted to be given hereunder shall be in writing and\nshall be hand delivered or sent next-day delivery by a company where a receipt\nis given to the address as follows:\n\n               To DKC:                 drkoop.com, Inc.\n                                       Attention: Legal Department\n                                       225 Arizona Avenue\n                                       Suite 250\n                                       Santa Monica, CA 90401\n\n               To Koop:                C. Everett Koop, M.D.\n                                       Koop Institute at Dartmouth\n                                       College Street\n                                       Hanover, NH 03755\n\n                                               and\n\n                                       C. Everett Koop, M.D.\n                                       3 Ivy Pointe Way\n                                       Hanover, NH 03755\n\n\n\n                                     Page 5\n   6\n\n        Any such notice, direction or other instrument aforesaid, if delivered,\nshall be deemed to have been given or made on the date on which it was delivered\nor if sent next-day delivery shall be deemed to have been given or made on the\nday following the day on which it was sent provided that any one of the parties\nhereto may change its address by written notice to the other according to the\nterms hereof and in such event this paragraph shall be deemed to be amended\naccordingly.\n\n        12. Informed Consent, Confidentiality and Security: DKC represents and\nwarrants that when and if it introduces a program identified here as \"Personal\nMedical Records\" that it will obtain appropriate and fully informed patient\nconsent to the receipt, retention, use and transfer of that patient's personal\nor medical data and that such informed consent complies with all applicable\nfederal, state and local laws and regulations. DKC further represents and\nwarrants that it shall take reasonable precautions to assure accuracy of and to\nprotect against negligent disclosure of and unauthorized access to all patients'\npersonal and medical data.\n\n        13. Other Representations and Warranties:\n\n        By DKC:  DKC represents and warrants that:\n\n               1.     It has the right to enter into this Agreement and that it\n                      is free to grant the rights granted herein.\n\n               2.     The Products (excluding the Koop Name) will not infringe\n                      the patent, copyright, trade secret, or property rights of\n                      any third party.\n\n               3.     All aspects of the product, distribution and promotion of\n                      the Products (excluding the Koop Name) shall comply in all\n                      material respects with all applicable laws and\n                      regulations.\n\n               4.     It is not a party to any agreement that will be breached\n                      by or that prohibits it entering into or performing this\n                      Agreement.\n\n        By Koop:  Koop represents and warrants that:\n\n               1.     He has the right to enter into this Agreement and that it\n                      is free to grant the rights granted herein.\n\n               2.     He is not a party to any agreement that will be breached\n                      by or that prohibits it entering into or performing this\n                      Agreement.\n\n               3.     DKC may apply for trademarks that incorporate the Dr. Koop\n                      name.\n\n               4.     He has not granted the rights granted herein to any other\n                      party.\n\n\n\n                                     Page 6\n   7\n\n        14. Trademark Assignment and License: Upon termination of this Agreement\nand expiration of the Rebranding Period (if any), DKC shall assign its right,\ntitle and interest in and to the Koop Name including the goodwill contained\ntherein to Koop. Except as set forth herein, DKC acknowledges that it has no\nrights in the Koop Name and that nothing contained in this Agreement or in any\nother document shall vest any ownership rights in the Koop Name.\n\n        15.    Miscellaneous:\n\n               (a) Ownership and Publicity: Except as granted herein, DKC does\nnot and may not claim any right, title or interest in or to Koop's name or\nlikeness, and acknowledges that all rights therein are and remain the property\nof Koop.\n\n               (b) Insurance: Prior to sale, promotion or distribution of any\nProduct other than reasonable, limited test marketing, DKC shall secure all\nnecessary and customary insurance, including a standard comprehensive general\nliability insurance policy providing standard product liability protection,\ndirectors and officers insurance and errors and omissions insurance listing Koop\nas a named insured. Such insurance shall be in a form reasonably acceptable to\ncounsel for Koop and shall require the insurer to give Koop at least thirty (30)\ndays' prior written notice of any material modifications or cancellations.\n\n               (c) Entire Agreement: This Agreement constitutes the complete and\nexclusive statement of the agreement between Koop and DKC with respect to the\nsubject matter herein set forth and supersedes all prior agreements by and\nbetween the parties including, specifically, the January Agreement.\n\n               (d) Amendments: This Agreement may not be amended, altered or\nterminated except in writing executed by or on behalf of each party.\n\n               (e) Inurement: This Agreement shall be binding upon the parties\nhereto and their respective heirs, executors, administrators, legal\nrepresentatives, successors and permitted assigns.\n\n               (f) Language: The language used in this agreement shall be deemed\nto be language chosen by the parties thereto to express their mutual intent and\nno rule of strict construction against any party shall apply to any term or\ncondition thereof\n\n               (g) Governing Law: THIS AGREEMENT SHALL BE GOVERNED BY AND\nCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.\n\n               (h) Termination: Upon any termination and except as provided for\nherein, all rights to use Dr. Koop's name and likeness shall terminate.\n\n\n\n                                     Page 7\n   8\n\n               (i) Arbitration: Any controversy or claim arising out of or\nrelating to this Agreement, or the breach thereof, shall be settled by binding\narbitration in accordance with the Commercial Rules of the American Arbitration\nAssociation by a single arbitrator in a location to be agreed to by the parties,\nand judgment upon the award rendered by the arbitrator may be entered in any\ncourt having jurisdiction thereof and shall not be appealable.\n\n               (j) Gender: Wherever herein the singular number is used, the same\nshall include the plural, and the masculine gender shall include the feminine\nand neuter genders and vice versa, as the context may require.\n\n               (k) Specific Performance. The rights and obligations granted\nherein, including without limitation the use of the name, likeness, personality,\nother public attributes and services of Dr. C. Everett Koop, are extremely\nunique and therefore the parties acknowledge that money damages will generally\nnot be a suitable remedy and therefore each agree that the rights and\nobligations granted herein may be specifically enforced.\n\n               (l) Counterparts: This Agreement may be executed in counterparts,\neach of which shall constitute an original but all of which taken together shall\nconstitute but one agreement.\n\n               (m) Prior Version Superceded. The prior version of the Second\nAmended and Restated Name and Likeness Agreement, dated June 22, 2000, is\nexpressly superceded by this Agreement.\n\n        16. Assignment and Change of Control: Neither party may assign its\nrights and obligations under this Agreement without the prior written consent of\nthe other. Except as set forth in the following sentence, a Change of Control\nshall not be deemed an assignment hereunder. In the event of a Specified Change\nof Control of DKC as hereinafter defined, this Agreement shall terminate and all\nrights in the Koop Name granted hereunder immediately revert to Koop and no\nRebranding period shall exist. A Specified Change of Control shall be defined as\nset forth in Attachment A.\n\n        IN WITNESS WHEREOF THIS AGREEMENT IS EXECUTED AS OF THE DATE FIRST\nWRITTEN ABOVE.\n\n                                             drkoop.com, Inc.\n\n\/s\/ C. EVERETT KOOP, M.D.                    \/s\/ RICHARD ROSENBLATT\n-----------------------------------          -----------------------------------\nC. Everett Koop, M.D.                        Richard Rosenblatt, CEO\n\n\n\n                                     Page 8\n   9\n\n                                  ATTACHMENT A\n\n        For purposes of this Agreement \"Change in Control\" shall mean:\n\n        (1) the acquisition by any individual, entity or group (a \"Person\"),\nincluding any \"person\" within the meaning of Section 13(d)(3) or 14(d)(2) of the\nSecurities Exchange Act of 1934, as amended (the \"Exchange Act\"), of beneficial\nownership within the meaning of rule 13d-3 promulgated under the Exchange Act,\nof more than 50% of either (i) the then outstanding shares of common stock of\nthe Company (the \"Outstanding Company Common Stock\") or (ii) the combined voting\npower of the then outstanding securities of the Company entitled to vote\ngenerally in the election of directors (the \"Outstanding Company Voting\nSecurities\"); provided, however, that the following acquisitions shall not\nconstitute a Change in Control: (A) any acquisition directly from the Company\n(excluding any acquisition resulting from the exercise of a conversion or\nexchange privilege in respect to outstanding convertible or exchangeable\nsecurities), (B) any acquisition by the Company, (C) any acquisition by an\nemployee benefit plan (or related trust) sponsored or maintained by the Company\nor any corporation controlled by the Company, (D) any acquisition by any\ncorporation pursuant to a reorganization, merger or consolidation involving the\nCompany, if, immediately after such reorganization, merger or consolidation,\neach of the conditions described in clauses (i), (ii) and (iii) of section (3)\nof this definition shall be satisfied;\n\n        (2) individuals who, as of the date hereof, constitute the Board (the\n\"Incumbent Board\") cease for any reason to constitute at least a majority of\nsuch Board; provided, however, that any individual who becomes a director of the\nCompany subsequent to the date hereof whose election, or nomination for election\nby the Company's stockholders, was approved by the vote of at least a majority\nof the directors then comprising the Incumbent Board shall be deemed to have\nbeen a member of the Incumbent Board;\n\n        (3) approval by the stockholders of the Company of a reorganization,\nmerger or consolidation unless, in any such case, immediately after such\nreorganization, merger or consolidation, more than 50% of the then outstanding\nshares of common stock of the corporation resulting from such reorganization,\nmerger or consolidation and more than 50% of the combined voting power of the\nthen outstanding securities of such corporation entitled to vote generally in\nthe election of directors is then beneficially owned, directly or indirectly, by\nall or substantially all of the individuals or entities who were the beneficial\nowners, respectively, of the Outstanding Company Common Stock and the\nOutstanding Company Voting Securities immediately prior to such reorganization,\nmerger or consolidation an in substantially the same proportions relative to\neach other as their ownership, immediately prior to such reorganization, merger\nor consolidation, of the Outstanding Company Common Stock and the Outstanding\nCompany Voting Securities, as the case may be; or\n\n        (4) approval by the stockholders of the Company of (i) a plan of\ncomplete liquidation or dissolution of the Company or (ii) the sale or the\ndisposition of all or substantially all of the assets of the Company other than\nto a corporation with respect to which, immediately after such sale or other\ndisposition, more than 50% of the then outstanding shares of common stock\nthereof\n\n\n\n                                     Page 9\n   10\nand more than 50% of the combined voting power of the then outstanding\nsecurities thereof entitled to vote generally in the election of directors is\nthen beneficially owned, directly or indirectly, by all or substantially all of\nthe individuals and entities who were the beneficial owners, respectively, of\nthe Outstanding Company Common Stock and the Outstanding Company Voting\nSecurities immediately prior to such sale or other disposition and in\nsubstantially the same proportions relative to each other as their ownership,\nimmediately prior to such sale or other disposition, of the Outstanding Company\nCommon Stock and the Outstanding Company Voting Securities, as the case may be.\n\n        Notwithstanding anything to the contrary contained herein, a Specified\nChange of Control shall only be deemed to have occurred if one of the\ntransactions in paragraphs (1) through (4) have occurred and:\n\n               (a) the acquiring party, directly or indirectly, is related to,\ncontrolled by, a party with substantial interests in the alcohol, tobacco or\nfirearms industry;\n\n               (b) the acquiring party, directly or indirectly, is related to,\ncontrolled by, or has a substantial interest in branches of the healing arts, in\nthe broadest sense, that would be deemed by organized, mainstream, orthodox\nmedicine as being unsafe, unethical or inappropriate;\n\n               (c) the acquiring party, directly or indirectly, is related to,\nor controlled by, or has a substantial interest in businesses that are\nantagonistic to, or competitive with, organized, mainstream, orthodox medicine;\nor\n\n               (d) an arrangement of the sort described in (a) or (b) or (c)\noccurs subsequent to such a Change in Control.\n\n\n\n                                    Page 10\n   11\n\n                                  ATTACHMENT B\n\n\n\n        Direct Competitors shall include the following, which list shall be\nupdated from time to time upon delivery by DKC to Koop of parties that should be\nadded because they have become material competitors in the marketplace or\ndeleted. Any disagreement to such an update shall be resolved by arbitration in\naccordance with Section 14(i).\n\n1.      Accesshealth.com\n\n2.      Ahn.com\n\n3.      Betterhealth.com\n\n4.      Healthcentral.com\n\n5.      Healtheon\/WebMD\n\n6.      Healthgate.com\n\n7.      Intelihealth.com\n\n8.      Mayohealth.org\n\n9.      Mediconsult.com\n\n10.     Onhealth.com\n\n11.     Thriveonline.com\n\n12.     American Online\n\n13.     Microsoft\n\n14.     Yahoo!\n\n15.     Excite@home\n\n16.     Lycos Corporation\n\n17.     Infoseek\/The Walt Disney Company\n\n18.     PlantRx\n\n19.     Drugstore.com\n\n20.     IMS Health, Inc.\n\n\n\n                                    Page 11\n   12\n\n21.     McKesson\/HBOC\n\n22.     Synoptics\n\n\n\n                                    Page 12\n   13\n\n                                  ATTACHMENT C\n\n\n\n        The following list shall be updated from time to time to list additional\ntangible Products to be sold to consumers from which DKC will derive revenues\nand that are branded with the Koop Name in accordance with this Agreement:\n\n    1.  Vitamins\n\n    2.  Nutritional Supplements\n\n    3.  Nutraceuticals\n\n    4.  Over-the-Counter (OTC) products\n\n    5.  Health and Beauty Aid (HBA) products (e.g., first-aid, bandages, etc.)\n\n\n\n                                    Page 13\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7359],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9613,9616],"class_list":["post-42591","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-drkoopcom-inc","corporate_contracts_industries-health__misc","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42591","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=42591"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42591"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42591"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42591"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}