{"id":42926,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/trademark-and-content-agreement-cbs-corp-and-cbs-worldwide.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"trademark-and-content-agreement-cbs-corp-and-cbs-worldwide","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/trademark-and-content-agreement-cbs-corp-and-cbs-worldwide.html","title":{"rendered":"Trademark and Content Agreement &#8211; CBS Corp. and CBS Worldwide Inc. and Medscape Inc."},"content":{"rendered":"<pre>\n                         TRADEMARK AND CONTENT AGREEMENT\n\n\n                AGREEMENT made as of the 4th day of July, 1999 (the \"Effective\nDate\"), by and between CBS Corporation, 51 West 52nd Street, New York, New York\n10019 (herein called \"CBS\"), CBS Worldwide Inc., 51 West 52nd Street, New York,\nNew York 10019 (herein called \"CBS Worldwide\") and Medscape, Inc., 134 West 29th\nStreet, New York, New York 10001, (herein called \"Medscape\"). The term \"CBS\"\nshall not include Westwood One, Inc. To the extent that CBS Worldwide is the\nowner of any of the CBS Health Content (as defined below), CBS Worldwide grants\nthe same licenses as CBS set forth herein in favor of Medscape and for every\nprovision of this Agreement that relates to such CBS Health Content the\nreferences to CBS shall be read as CBS and CBS Worldwide.\n\n\n1.      DEFINITIONS\n\n        1.1 \"Above the Fold\" means that portion of any web page that is designed\nto be visible by Internet Web Site users upon first accessing such page, without\nrequiring users with standard configurations to scroll vertically or\nhorizontally on the page.\n\n        1.2 \"Affiliate\" of the Person concerned, means a Person that directly or\nindirectly (through one or more intermediaries) controls, is controlled by, or\nis under common control with such Person concerned.\n\n        1.3 \"CBS Competitor\" means any Person, other than CBS, who\/which is\nengaged either directly, or indirectly through an Affiliate, in radio or\ntelevision programming or radio or television program distribution (whether free\nover-the-air, cable, telephone, local, microwave, direct broadcast satellite,\nvia Internet or otherwise) or billboard advertising in North America. A CBS\nCompetitor shall not include any Person engaged, via an Internet Web Site, in\ntelevision or radio program transmission or streaming (the \"Internet Concern\"),\nunless such Internet Concern: (i) owns or controls, is owned or controlled by,\nor is under common control with, a CBS Competitor; or (ii) prominently features,\ntransmits or promotes Content of a CBS Competitor.\n\n        1.4 \"CBS Health Content Pages\" means pages of the Consumer Health Site\nthat include any CBS Health Content.\n\n        1.5 \"CBS License Guidelines and Restrictions\" or \"CBS License\nGuidelines\" means the clearance, form, format and use restrictions and\nprocedures set forth in Exhibit \"A\" attached hereto which Medscape shall adhere\nto in its use of CBS Health Content, CBS Marks, Consumer Health Site Content on\nthe Consumer Health Site and on any other Internet Site linked from the Consumer\nHealth Site.\n\n\n                                     - 1 -\n\n        1.6 \"CBS Health Content\" means any Content (excluding, for avoidance of\ndoubt, television\/radio program outtakes) related to health, healthcare,\nmedicine or scientific issues in the life sciences and contained in CBS News's\nregularly scheduled hard news broadcasts, scheduled special events coverage and\nunscheduled live breaking news coverage which CBS has the right to license for\nuse on the Internet, including archival Content.\n\n        1.7 \"CBS Marks\" means the following CBS registered trademarks, as shown\nin Exhibit B attached hereto: CBS(R) and the CBS \"Eye\" design.\n\n        1.8 \"CBS Programming Properties\" means the CBS Television Network, CBS\nRadio Network (to the extent such Radio Network is owned or controlled by CBS),\nCBS News Division, the Internet Web Site CBS.com and other television, radio,\ncable and Internet Web Sites wholly-owned or controlled by CBS during the Term\nof this Agreement.\n\n        1.9 \"Collaboration Agreement\" means any one of the following agreements\nbetween CBS and Medscape: (a) this Agreement; (b) the Advertising and Promotion\nAgreement dated as of the Effective Date (the \"Ad and Promotion Agreement\"); (c)\nthe Stockholders Agreement dated as of the Effective Date; (d) the Common Stock\nPurchase Agreement dated as of the Effective Date; and (e) the Registration\nRights Agreement dated as of the Effective Date.\n\n        1.10 \"Common Stock\" means the common stock, $.01 par value per share, of\nMedscape.\n\n        1.11 \"Consumer Health Site\" means the Internet Web Site owned by\nMedscape that provides healthcare news and healthcare information for consumers.\n\n        1.12 \"Content\" means text, graphics, photographs, video, audio and\/or\nother data or information (including, without limitation, any of the foregoing\nbroadcast on television) relating to any subject, and\/or advertisements.\n\n        1.13 \"Date and Time Network Guidelines\" means the guidelines issued by\nCBS which restrict any advertisement from disclosing the date and time of the\nprogram or event advertised.\n\n        1.14 \"Intellectual Property Rights\" means all inventions, discoveries,\ntrademarks, patents, trade names, copyrights, jingles, know-how, intellectual\nproperty, software, shop rights, licenses, developments, research data, designs,\ntechnology, trade secrets, test procedures, processes, route lists, computer\nprograms, computer discs, computer tapes, literature, reports and other\nconfidential information, intellectual and similar intangible property rights,\nwhether or not patentable or copyrightable (or otherwise subject to legally\nenforceable restrictions or protections against unauthorized third party usage),\nand any and all applications for, registrations of and extensions, divisions,\nrenewals and reissuance of, any of the foregoing, and rights therein, including\nwithout limitation (a) rights under any royalty or licensing agreements, and (b)\nprogramming and programming rights, whether on film, tape or any other medium.\n\n        1.15 \"Internet\" means a global network of interconnected computer\nnetworks, each using the Transmission Control Protocol\/Internet Protocol and\/or\nsuch other standard network interconnection protocols as may be adopted from\ntime to time, which is used to transmit Content\n\n\n                                     - 2 -\n\nthat is directly or indirectly delivered to a computer or other digital\nelectronic device for display to an end-user, whether such Content is delivered\nthrough on-line browsers, off-line browsers, or through \"push\" technology,\nelectronic mail, broadband distribution, satellite, wireless or otherwise.\n\n        1.16 \"Internet Site\" or \"Web Site\" means any site or service delivering\nContent on or through the Internet, including, without limitation, any on-line\nservice such as America Online and Compuserve.\n\n        1.17 \"Medscape Content\" means any Content owned or controlled by\nMedscape other than CBS Property (as defined in subparagraph 5.1).\n\n        1.18 \"New Mark\" means a word or words designated by the parties hereto\nfor use as a new trademark and as part of a URL for the Consumer Health Site\nwhich shall be subject to the mutual agreement of the parties.\n\n        1.19 \"New Mark Brand(s)\" means collectively, the New Mark, the New Mark\nURL (defined below) and any other URL that includes the New Mark and is used for\nidentifying the Consumer Health Site.\n\n        1.20 \"New Mark URL\" means the New Mark followed by the extension \".com\"\n\n        1.21 \"Person\" means any natural person, legal entity, or other organized\ngroup of persons or entities. (All pronouns whether personal or impersonal,\nwhich refer to Persons include natural persons and other Persons.)\n\n        1.22 \"Professional Health Site\" means an Internet Web Site owned by\nMedscape that provides healthcare news and healthcare information primarily for\nphysicians and allied healthcare professionals that is currently located at the\nURL www.medscape.com.\n\n        1.23 \"Term\" means the term specified in paragraph 3.1 below and any\nextensions agreed to by the parties hereto.\n\n        1.24 \"URL Scroll\" means the exhibition of a written representation of a\nURL in or during (i.e., at any time from the opening frame through end of the\nclosing credits) a television program (the \"Television URL Scroll\") or in\/on an\nInternet Web Site page (the \"Internet URL Scroll\"). For avoidance of doubt, the\nTelevision URL Scroll and the Internet URL Scroll are hereinafter collectively\nreferred to as the \"URL Scroll\".\n\n\n2.      SCOPE\n\n        2.1 CBS grants to Medscape, during the Term of this Agreement and\nsubject to the terms and conditions contained herein, the non-exclusive right\nand license:\n\n\n                                     - 3 -\n\n                (a) to use, copy, publicly display, publicly perform, transmit,\ndistribute or otherwise make available on or through the Consumer Health Site,\nthe CBS Health Content, to the extent CBS has the right to so license such\nContent. CBS agrees that users of the Consumer Health Site may view, access,\nretrieve, copy and print only for noncommercial private use any CBS Health\nContent distributed hereunder on the Consumer Health Site. In that connection:\nMedscape's obligations will be limited to: (i) presenting all video CBS Health\nContent in a mutually agreed-on format which may include a format designed to\nprevent redistribution; and (ii) including a notice to users of the Consumer\nHealth Site that they may view, access, retrieve, etc. the Web Site Content only\nfor noncommercial private use.\n\n                (b) to use the CBS Marks together with the MEDSCAPE mark or, if\nthe parties mutually agree, the New Mark (or such other mark mutually agreed to\nby the parties hereto), in connection with Medscape's operation of the Consumer\nHealth Site, but only to the extent that CBS has the right to use the CBS Marks\nor New Mark, as applicable. If the parties agree to use the New Mark as the name\nof the Consumer Health Site, then CBS shall use commercially reasonable efforts\nto acquire rights in the New Mark URL. If the parties are unable to use the New\nMark in combination with the CBS Mark to brand the Consumer Health Site, then\nthe brand for the Consumer Health Site shall remain \"CBS Medscape\".\n\nNothing in this Agreement grants Medscape ownership or other rights in or to the\nCBS Health Content or the CBS Marks, except in accordance and to the extent of\nthis license.\n\n        2.2 Medscape's exercise of the rights granted herein shall conform to\nthe restrictions or requirements set forth in the CBS License Guidelines\n(attached hereto as Exhibit \"A\"), as such License Guidelines may be amended or\nrevised by from time to time by CBS, to reflect any changes in the business,\npractice, procedures or policies of CBS or Medscape. CBS will endeavor to notify\nMedscape of relevant changes to the CBS License Guidelines. For avoidance of\ndoubt, the CBS License Guidelines shall be no more restrictive than the\nstandards and practices applicable to the CBS Television Network.\n\n        2.3 (a) Medscape shall have access to all CBS Health Content, and,\nsubject to the conditions stated in the next sentence, CBS shall deliver, at\ntimes reasonably requested by Medscape, CBS Health Content in a mutually agreed\nform and format. Notwithstanding anything to the contrary contained in this\nparagraph (e.g., CBS's prior agreement on the CBS Health Content concerned), CBS\nshall have the right to refuse to deliver to Medscape any CBS Health Content if,\nin CBS's sole discretion, the CBS Health Content or the use contemplated,\nconflicts with, interferes with or is detrimental to CBS's interests, reputation\nor business or might subject CBS to unfavorable regulatory action, violate any\nlaw, infringe the rights of any person, or subject CBS to liability for any\nreason.\n\n            (b) Medscape shall be responsible for and shall reimburse CBS for\nall actual costs and expenses, above and beyond those expenses normally incurred\nby CBS in the ordinary course of business, which are incurred by CBS in\npreparing and\/or delivering the CBS Health Content in the desired form and\nformat. Any amounts to be paid under this subparagraph 2.3(b) shall be due and\npayable within 30 days of receipt of an invoice relating to such amounts. Those\namounts will also be recoupable from all monies becoming payable to Medscape\nunder this or any other\n\n\n                                     - 4 -\n\nAgreement or otherwise to the extent to which they have not actually been paid\nor reimbursed as provided for in the preceding sentence.\n\n        2.4 During the Term of this Agreement, any Content displayed on the\nConsumer Health Site shall be subject to any restrictions or requirements set\nforth in the CBS License Guidelines. CBS shall have the right to demand the\nwithdrawal from the Consumer Health Site of any CBS Health Content which in\nCBS's sole opinion conflicts with, interferes with or is detrimental to CBS's\ninterests, reputation or business or which might subject CBS to unfavorable\nregulatory action, violate any law, infringe the rights of any Person, or\nsubject CBS to liability for any reason. Upon notice from CBS to withdraw the\nCBS Health Content concerned, Medscape shall cease using any such CBS Health\nContent on the CBS Consumer Health Site as soon as commercially and technically\nfeasible, but in any event within forty-eight (48) hours after CBS's notice,\nunless such withdrawal is required sooner by law. For purposes of this paragraph\n2.4 (and in addition to the terms and conditions set forth in paragraph 9.5\nbelow), notice shall be deemed given when sent by confirmed facsimile\ntransmission to the fax number set forth in paragraph 9.5 below.\n\n        2.5 (a) During the Term of this Agreement, Medscape shall, in all\ninstances, consult with CBS regarding (visual and editorial) presentation of the\nCBS Health Content on the Consumer Health Site. In no event shall Medscape\ndistort or misrepresent any material contained in the CBS Health Content. No CBS\nHealth Content shall be used\/displayed out of context. Medscape shall have the\nright to edit and revise the CBS Health Content subject to CBS's prior approval\nin each instance.\n\n            (b) Medscape shall be solely responsible for the engineering,\nproduction, maintenance and monitoring of all CBS Health Content which Medscape\nmakes available on the Consumer Health Site.\n\n            (c) Subject to any restrictions or requirements in the CBS License\nGuidelines, Medscape shall have the right, but not the obligation, to correct\nany errors, omissions and\/or inaccuracies in the transmission or transcription\nof the CBS Health Content identified by Medscape or reported to Medscape by\nConsumer Health Site users.\n\n        2.6 Except as otherwise specified in this Agreement, during the Term of\nthis Agreement, Medscape shall not, without CBS's prior written approval,\nadvertise, promote or market in any media now known or hereafter developed,\nincluding the Internet, any CBS Competitor, except that Medscape may promote any\nCBS Competitor: (i) on the Consumer Health Site on an occasional basis; or (ii)\non\/in any of its venues other than the Consumer Health Site, to the extent that\nCBS would permit such advertising, promotion or marketing on the CBS Television\nNetwork, pursuant to its Date &amp; Time Network Guidelines. Solely for purposes of\nthis paragraph, \"CBS Competitor\" shall mean any Person who\/which is engaged in\nNorth America in: (A) cable television programming or program distribution that\nis competitive with the TNN or CMT cable service; or (B) radio or over-the-air\ntelevision programming, broadcasting or distribution.\n\n        2.7     If the New Mark is used for the Consumer Health Site:\n\n\n                                     - 5 -\n\n            (a) Use of the name \"CBS\" in combination with the New Mark (i.e.\n\"CBS New Mark\") to brand the Consumer Health Site shall be accompanied by the\nphrase \"powered by Medscape\" or \"part of the Medscape Network\" (or a similar\nphrase which reflects an association with Medscape.com, as determined by\nMedscape). The Medscape brand will be prominently displayed throughout the\nConsumer Health Site to reinforce the association with the Professional Health\nSite.\n\n            (b) CBS News shall brand substantially all of the CBS News (i.e.,\ntelevision and radio) healthcare segments broadcast on the CBS Television\nNetwork and the CBS Radio Network, to the extent that CBS owns or controls the\nCBS Radio Network (the \"CBS News Health Programming\") as \"CBS New Mark\", and\nwill endeavor to include an on-air mention of, or Television URL Scrolls\nfeaturing the URL which combines the CBS Mark and the New Mark and identifies\nthe Consumer Health Site (e.g., cbsnewmark.com).\n\n            (c) Following the expiration of the Term of this Agreement:\n\n                (i) For the twelve (12) month period following expiration, (the\n        \"Transition Period\") Internet users inputting the URL which identified\n        the Consumer Health Site during the Term (and provided such URL includes\n        the New Mark) (the \"Identifying URL\") will be routed (by Medscape) to\n        the Consumer Health Site. Except as set forth in the preceding clause,\n        neither party shall have the right to use or promote the New Mark URL or\n        any Identifying URL. (For avoidance of doubt, nothing contained in this\n        paragraph will prevent CBS from using the New Mark to brand its news\n        segments.)\n\n                (ii) Upon expiration of the Transition Period: (A) CBS shall\n        have the right to use the Identifying URL (e.g., the New Mark URL\n        preceded by \"CBS\") or a variation thereof for CBS's designated purpose;\n        and (B) Internet users who input the New Mark URL will be automatically\n        forwarded (by Medscape) to a screen (the \"Splash Screen\") that notifies\n        the viewer that: (I) CBS and Medscape are no longer offering health\n        information on a single Web Site; and (II) consumer health information\n        is available on a Medscape-identified Internet Web Site and a\n        CBS-identified Internet Web Site. For a period of ninety (90) days\n        following expiration of the Transition Period, Medscape may include in\n        its notice the following phrase: \"the Web Site formerly known as [insert\n        the Identifying URL].\" The parties shall mutually agree upon the copy,\n        look and feel of the Splash Screen.\n\n            (d) Upon termination of this Agreement solely by reason of a\nmaterial breach by either party of one of the Collaboration Agreements:\n\n                (i) The non-breaching party shall have the exclusive right to\n        use the New Mark Brand(s) (excluding, for avoidance of doubt, the CBS\n        Mark(s)) and the breaching party shall assign to the non-breaching party\n        any right it has in such Brand(s).\n\n                (ii) If CBS is the breaching party:\n\n                    (A) CBS shall cease using or promoting the New Mark Brand(s)\n            and the Identifying URL; and\n\n\n                                     - 6 -\n\n                    (B) Internet users inputting the Identifying URL shall be\n            routed (by Medscape) to the Consumer Health Site, which shall be\n            renamed with a name of Medscape's choice (which name shall not\n            include any CBS Mark(s));\n\n            (iii)   If Medscape is the breaching party:\n\n                    (A) Medscape shall cease using or promoting the New Mark\n            URL; and\n\n                    (B) Internet users inputting the Identifying URL shall be\n            routed (by Medscape) to a CBS Web Site (identified by CBS).\n\n        2.8 If CBSMedscape.com (or a variation thereof) is the URL for the\nConsumer Health Site (the \"CBS\/Medscape URL\") at the time of expiration or\ntermination of this Agreement, then for a period of twelve (12) months following\nexpiration of this Agreement, Internet users who input the CBS\/Medscape URL will\nbe automatically forwarded (by Medscape) to a Splash Screen that notifies the\nviewer that: (a) CBS and Medscape are no longer offering consumer health\ninformation on a single Web Site; and (b) consumer health information is\navailable on a Medscape-identified Internet Web Site and a CBS-identified\nInternet Web Site.\n\n        2.9 (a) (i) Medscape, in close cooperation with CBS News, will produce\nand provide on a mutually agreeable basis, timely, creative and compelling\nhealth-related news and feature ideas and programming to the CBS Programming\nProperties (the \"Medscape Programming\"). CBS and Medscape will work together to\ndevelop the Medscape Programming and mutually agree on the allocation of\nresources for this Programming. The parties will mutually agree to the scope and\nfrequency of the Medscape Programming. Medscape Programming will conform in all\nrespects to the CBS News Standards as they may be amended from time to time.\n\n                (ii) CBS and Medscape jointly shall own all copyrights and\n        rights of copyrights throughout the world in and to the Medscape\n        Programming or any portion thereof, subject to the next two sentences.\n        Medscape hereby grants to CBS the exclusive worldwide perpetual right\n        to: (A) archive the Medscape Programming and (B) to distribute and to\n        authorize the distribution of Medscape Programming in all media,\n        including over-the-air, cable and DBS television; provided that CBS has\n        broadcast or exhibited the Medscape Programming within a reasonable time\n        after Medscape makes such Programming available to CBS. In the event\n        that CBS rejects the Medscape Programming or does not broadcast or\n        exhibit the Medscape Programming to the public within a reasonable\n        period of time after Medscape has made such Programming available to\n        CBS, then, at the end of such reasonable period, Medscape shall own all\n        copyrights and rights of copyrights therein, provided that the cost of\n        producing and providing such Programming was borne solely by Medscape.\n\n            (b) Where appropriate, Medscape will create special online reports\nand features (\"Special Online Reports\") on the Consumer Health Site that\ncomplement the CBS News Health\n\n\n                                     - 7 -\n\nProgramming and the Medscape Programming, by providing expanded online coverage\nof the story, links to related articles, expanded online video and audio clips,\nand subject-specific interactive features. CBS will endeavor to give on-air\nmention to, and\/or Television URL Scrolls of the Identifying URL, in connection\nwith Medscape Programming and Special Online Reports.\n\n        2.10 Where appropriate and at CBS News' sole discretion, CBS News shall\nmake on-air reference to and a URL Scroll of the Consumer Health Site, with\nrespect to healthcare segments broadcast or distributed on any CBS News program,\nprovided that the Consumer Health Site is at such time featuring Content that\nrelates to the particular health care segments.\n\n        2.11 In the event that Medscape desires to use any music contained in\nany CBS Health Content on the Medscape Site, prior to such use, Medscape shall\n(i) report to the applicable music rights society on behalf of CBS, all titles\nand publishers of all such music and (ii) secure, at its sole cost and expense,\nand pay for all performing, duplication and\/or recording rights licenses, if\nany, necessary for the use of musical compositions and sound recordings on the\nInternet. CBS shall endeavor to deliver to Medscape accurate music cue sheets\nfor all such music.\n\n        2.12 During the Term of this Agreement, CBS shall maintain prominent,\nAbove the Fold hypertext links from the Internet Web Site CBS.com to the\nConsumer Health Site. In addition, during the Term of this Agreement, each party\nshall use commercially reasonable efforts to place hypertext links on all of the\nWeb Sites operated by or on behalf of such party or its Affiliates, or bear the\ntrademarks of such party, including, without limitation, CBS.Sportsline.com,\nCBS.Marketwatch.com, CBS.Medscape.com, CBS.StoreRunner.com and Office.com for\nCBS, and the Consumer Health Site and the existing Professional Health Site for\nMedscape.\n\n        2.13 Medscape grants to CBS, during the Term of this Agreement and\nsubject to the terms and conditions contained herein, the non-exclusive right\nand license to use, copy, publicly display, publicly perform, transmit,\ndistribute or otherwise make available, the Medscape Content and MEDSCAPE\ntrademark(s) to the extent contemplated in this Agreement and to the extent that\nMedscape has the right to so license such trademark(s) and Content. Such use of\nthe Medscape Content and Medscape trademark(s) shall also be in accordance with\nthe correct use guidelines made available form Medscape from time to time.\n\n        2.14 Except as otherwise set forth in paragraphs 2.7 above or elsewhere\nin this Agreement, upon expiration or termination of this Agreement: (i) each\nparty shall immediately cease all use of the other party's trademarks, and (ii)\nMedscape shall cease using any CBS Health Content or Content derived therefrom\nin connection with the name and operation of the Consumer Health Site or\notherwise. In connection with the above, Medscape shall immediately remove or\nerase the CBS Health Content (and any Content derived therefrom) and CBS Marks\nfrom the Consumer Health Site, and from any advertising and promotional\nmaterials, as soon as commercially and technically practicable, given customary\nInternet business practices, but in no event shall any such material remain on\nthe Consumer Health Site more than ten (10) days after expiration of CBS's\nnotice of termination, as applicable, unless sooner required by law, and at\nCBS's request, Medscape shall furnish CBS with a certificate from an officer of\nMedscape of such removal or erasure satisfactory to CBS.\n\n\n                                     - 8 -\n\n3.      TERM\n\n        3.1 The Term of this Agreement shall begin as of the date hereof and\nshall continue in full force and effect for a period of seven (7) consecutive\nyears from the Effective Date, unless it is terminated earlier in accordance\nwith the terms and conditions stated herein.\n\n        3.2 The parties shall negotiate exclusively with each other in good\nfaith for a period of twelve (12) consecutive months (the \"Negotiation Period\")\nwith respect to any extension(s) of the Term of this Agreement commencing on the\nfifth anniversary of the Effective Date (i.e., July 4, 2004).\n\n\n4.      PROCEDURES\n\n        4.1 (a) CBS shall deliver to Medscape a copy of each CBS Mark in the\nform in which such Mark may be used by Medscape on the Consumer Health Site.\nMedscape acknowledges that the CBS Marks are trademarks owned or controlled by\nCBS Corporation or an Affiliate thereof and that all uses by Medscape of such\nCBS Marks shall inure to CBS's benefit. Medscape shall maintain CBS quality\nstandards with respect to its use of the CBS Marks, and otherwise use the CBS\nMarks subject to any restrictions or requirements disclosed by CBS (including\nany requirements\/restrictions delineated in the CBS License Guidelines). All\nmaterials bearing the CBS Marks shall be subject to CBS's prior written approval\nas described in subparagraph 4.2(b) below.\n\n            (b) In the event that during the Term of this Agreement Medscape\nshall create any proprietary right in any CBS Marks, as a result of the exercise\nby Medscape of any right granted to it hereunder, such proprietary right shall\nimmediately vest in CBS and Medscape shall be authorized to use such new\nproprietary right as though same had specifically been included in this\nAgreement.\n\n        4.2 (a) Medscape shall not file any application in any country to\nregister a trademark which contains any CBS Marks, or is the same as, similar\nto, or deceptive or misleading with respect to the CBS Marks or any other CBS\ntrademark. If any application for registration is filed in any country by\nMedscape in contravention of this paragraph 4.2, CBS shall have the right to\ntake appropriate action against Medscape, including seeking injunctive relief,\nto prohibit or otherwise restrain Medscape's use of the infringing party's use\nof the infringing mark.\n\n            (b) Medscape shall furnish CBS proofs of all materials bearing\nany CBS Mark(s) (including, without limitation, advertising and publicity\nmaterials). Solely with respect to use of the CBS Mark(s) on the Consumer Health\nSite, Medscape shall submit a prototype of each (Internet) graphical\nrepresentation(s) of the CBS Mark(s) to be used on such Site, for CBS's\napproval. Medscape will not authorize full scale production of any material\nuntil after obtaining CBS's written approval in each instance. Any changes in\nsuch material shall also be subject to CBS's prior written approval. The\npreceding sentence will not apply to: (i) any Web Site Content that features the\nCBS Mark(s) where the graphical representation of the CBS Mark(s) has been\n\n\n                                     - 9 -\n\npre-approved in writing; or (ii) any press releases and\/or promotional\nliterature the graphic and format of which have been previously approved.\n(Notwithstanding the preceding sentence, any copy or Web Site Content which\nidentifies CBS and describes the relationship between Medscape and CBS, other\nthan mutually agreed-on tag language appearing at the end of each press release\nor the like, or the Web Site equivalent thereof, which language is\nnon-contextual, shall be subject to CBS's prior approval.) Approval by CBS shall\nnot relieve Medscape of any of its warranties or obligations under this\nAgreement and all materials that bear any CBS Marks shall strictly conform with\nthe samples and proofs approved by CBS. Materials to be approved by CBS shall be\nsubmitted to the Associate General Counsel, Contracts, Rights and Development,\nCBS Law Department, 51 West 52nd Street, 36th Floor, New York, New York 10019,\nand\/or such other person that may be designated in writing by CBS. In each\ninstance, CBS shall respond promptly to Medscape's requests for approval.\n\n        4.3 (a) Medscape shall use reasonable efforts to require any merchant\nincluded in the Consumer Health Site or with whom Medscape establishes a link\npursuant to a contract with Medscape, to represent and warrant that such\nmerchant will abide\/abides with all applicable federal, state, local and foreign\nlaws and regulations. Medscape, at its own expense, shall indemnify, defend and\nhold harmless CBS, its Affiliates, directors, officers, employees and agents\n(including their respective successors and assigns) against any and all costs\nand damages (including reasonable attorneys' fees) incurred by CBS as a result\nof Medscape's failure to include the foregoing merchant warranty in Medscape's\nagreements with any such merchant. The foregoing indemnity shall be subject to\nthe procedural requirements set forth in paragraph 7.3 below.\n\n            (b) If Medscape becomes aware of any unauthorized or unlawful\nactivity by any merchant or advertiser linked to or exhibited on the Consumer\nHealth Site, Medscape will take appropriate action (including, without\nlimitation, removing from the Consumer Health Site, any Content related to such\nactivity as expeditiously as possible, in accordance with paragraph 2.4 hereof),\nand with respect to any unauthorized or unlawful activity of a material nature,\nMedscape will use its reasonable best efforts to notify CBS of such activity.\n\n        4.4 In the event that Medscape learns of any infringement, threatened\ninfringement, or passing off of the CBS Mark(s), or that any Person claims or\nalleges that the such trademarks or logos are liable to cause deception or\nconfusion to the public, then Medscape shall notify CBS of the particulars\nthereof.\n\n        4.5 CBS shall be solely responsible for all costs associated with the\nacquisition or transfer of (i) any applicable federal or state trademark\nregistrations for the New Mark or, if applicable, marks which are derivatives\nthereof or substantially similar thereto, (ii) the New Mark URL and derivative\nor related URLs (such as New Mark URLs with the \".org\" or \".edu\" extensions)\nthat, in CBS's judgement, should be obtained to protect the CBS New Mark Brands\nand (iii) any other rights related to use of the New Mark in relation to\noperation of the Consumer Health Site, as mutually agreed-on by the parties.\nMedscape will not seek reimbursement for advertising expenditures or payment of\nany of Medscape's conversion costs in the event that: (i) CBS does not acquire\nor use the New Mark to name the Consumer Health Site, or (ii) the name of the\nConsumer Health Site is changed from the New Mark to another name.\n\n\n                                     - 10 -\n\n5.      RIGHTS\n\n        5.1 (a) As between CBS and Medscape, CBS is or shall be the exclusive\nowner of and shall retain all right, title and interest to the CBS Mark(s) and\nthe CBS Health Content and any derivative work(s) (as such term is defined in\nthe U.S. Copyright Act, 17 U.S.C.) thereof, including all Intellectual Property\nRights therein (the \"CBS Property\").\n\n            (b) Medscape shall place a notice of copyright on each CBS Health\nContent Page in accordance with the CBS License Guidelines. Medscape shall\ncooperate fully with CBS in connection with CBS's obtaining appropriate\ncopyright registration in the name of CBS for any CBS Health Content Page.\n\n            (c) Medscape is the exclusive owner of and shall retain all right,\ntitle and interest to the Medscape Content, the Consumer Health Site, the\nProfessional Health Site, any other Medscape-owned Internet Site(s) and\nMedscape-owned trademarks and all Intellectual Property Rights therein,\nexcluding the CBS Property.\n\n            (d) Except as otherwise set forth in paragraph 2.7 above:\n\n                (i) The New Mark URL shall be jointly owned by CBS and Medscape;\n        and\n\n                (ii) During the Term: (A) the Identifying URL shall be jointly\n        owned by CBS and Medscape; and (B) as between CBS and Medscape, the New\n        Mark URL and the Identifying URL shall be used exclusively by Medscape\n        to operate the Consumer Health Site.\n\nAny registration or registration transfer covering the HealthWatch URL or the\nIdentifying URL shall be effected accordingly.\n\n        5.2 Each party agrees to take all action and cooperate as is reasonably\nnecessary, at the other party's request, to protect the requesting party's\nrights, titles, and interests specified in this Article 5, and further agrees to\nexecute any documents that might be necessary to perfect such party's ownership\nof such rights, titles and interests. Any costs incident thereto shall be borne\nby the requesting party, provided such costs are reasonable.\n\n\n6.      EXCLUSIVITY;  NONCOMPETE\n\n        6.1 (a) During the Term of this Agreement:\n\n                (i) the Consumer Health Site shall be the exclusive healthcare\n        Internet Site:\n\n\n                                     - 11 -\n\n                        (A) integrated into CBS News programs (including the CBS\n            Radio Network to the extent such Radio Network is owned or\n            controlled by CBS); and\n\n                        (B) featured on a regular basis on the Internet Site\n            CBS.com.\n\n                (ii)    where appropriate, in CBS's sole discretion, the\n            Consumer Health Site shall be the exclusive healthcare Internet Site\n            integrated into general interest programs on the CBS Television\n            Network.\n\n                (iii)   CBS shall not integrate the Internet Site Rx.com into\n            CBS News programs, it being understood however, that, solely for\n            purposes of clause 6.1(a)(iii), the term \"integrated\" shall exclude\n            any URL Scroll.\n\n            (b) For purposes of this paragraph 6.1, the term \"integrated\" shall\nmean in-program or post program on-air mention and a URL Scroll; it being\nunderstood, however, that the terms \"integrated\" and \"featured\" do not include\nand nothing herein shall restrict CBS from: (i) the placement of any public\nservice announcement or commercial in any medium, which may include the\nreference to a URL or a URL Scroll; (ii) attribution (in any form) of an\nInternet Site, including a Competitive Site, solely in the context of\ncovering\/reporting any newsworthy event(s) in the ordinary course of news\ncoverage and only on an occasional basis; and (iii) the display or feature in a\nsearch engine or portal, such as AOL or Excite, of a URL or a hypertext link (or\nsimilar access) to an Internet Site; and (iv) any acknowledgement of the\nsponsorship of a program or program segment, which may include the reference to\na URL or a URL Scroll;\n\n        6.2 (a) During the Term of this Agreement, without Medscape's prior\nwritten approval, CBS shall not:\n\n                (i) license the right to use the CBS Marks in connection with\n        branding any Competitive Site.\n\n                (ii) display, perform, distribute, transmit or otherwise make\n        available any CBS Health Content on any Competitive Site. The preceding\n        sentence shall not:\n\n                     (A) for avoidance of doubt, prohibit CBS.com (or any\n            successor thereto) or any CBS Affiliate from including CBS Health\n            Content on their respective Web Site(s).\n\n                     (B) prohibit CBS from supplying CBS Health Content to\n            television or radio program producers or distributors, which may, in\n            turn, use the material on their Web Sites.\n\n                     (C) prohibit CBS from supplying (licensing or authorizing\n            the use of) audio or video footage or text or graphics to any other\n            Internet Web Site (including a Competitive Site) consistent with\n            current and past practices in the normal course of CBS's news\n            business.\n\n\n                                     - 12 -\n\n                     (D) prevent CBS from honoring any pre-existing commitments\n            regarding the exploitation of CBS Health Content on any Competitive\n            Site. For purposes of clarification and exclusive of any\n            transactions between any individual CBS-owned or CBS-controlled\n            television or radio station and any Competitive Site(s), to the best\n            of CBS's knowledge, there are no pre-existing commitments between\n            CBS Corporation and any such Competitive Site(s).\n\n                (iii) enter into any transaction similar to this transaction for\n        the provision by CBS of healthcare programming, online marketing and\n        promotion of any Competitive Site. (For avoidance of any doubt, nothing\n        in this Agreement shall prevent CBS-owned or CBS-controlled television\n        or radio stations from accepting or placing any advertisement(s) or\n        commercial(s) involving a Competitive Site or entering into any\n        advertising relationship with any advertiser or its Web Site.)\n\n            (b) For avoidance of doubt, this paragraph 6.2 will not preclude any\nCBS-affiliated television or radio station from maintaining a Competitive Site.\n\n        6.3 (a) For purposes of this Article 6, \"Competitive Site\" shall mean an\nInternet Site that has as its primary function and its principal theme the\ndelivery of healthcare news and healthcare information geared to the consumer.\n\n            (b) The parties agree and confirm that Rx.com is not a Competitive\nSite as of the Effective Date.\n\n\n7.      WARRANTIES; REPRESENTATIONS; INDEMNITIES\n\n        7.1 (a) CBS REPRESENTS AND WARRANTS THAT:\n\n                (i) it has full power and authority to enter into this\n        Agreement.\n\n                (ii) to the best of its knowledge, the CBS Marks and the use\n        thereof in accordance with this Agreement shall not violate any law or\n        infringe upon or violate any rights of any Person.\n\n            (b) MEDSCAPE REPRESENTS AND WARRANTS THAT:\n\n                (i) exclusive of the Identifying URL, the New Mark URL and the\n        CBS Property, it owns or controls all right, title, and interest in and\n        to the Consumer Health Site, and owns or licenses all Intellectual\n        Property Rights therein, necessary to carry out its obligations\n        hereunder and to grant and assign the rights and licenses granted to CBS\n        herein.\n\n                (ii) it is has the full power and authority to enter into and\n        fully perform this Agreement.\n\n\n                                     - 13 -\n\n                (iii) exclusive of the Identifying URL, the New Mark URL and the\n        CBS Property, the Medscape Content or any Content developed or furnished\n        by Medscape hereunder (including the Medscape Programming and Special\n        Online Reports), the Consumer Health Site and the use thereof shall not\n        violate any law or infringe upon or violate any rights of any Person.\n\n                (iv) at all times, it will maintain the Consumer Health Site in\n        a professional manner consistent with industry standards.\n\n                (v) to the best of its knowledge, the MEDSCAPE trademark and the\n        use thereof shall not violate any law or infringe upon any rights of any\n        Person.\n\n            (c) Medscape covenants that it will use its reasonable best efforts\nto adhere to the following performance standards:\n\n                (i) to maintain the availability of the Consumer Health Site\n        seven (7) days a week, twenty-four (24) hours a day, except during\n        periods of scheduled maintenance;\n\n                (ii) the Consumer Health Site as displayed to users shall have\n        at least 97% uptime over a twelve (12) month period, excluding events of\n        an extraordinary nature which are beyond the control of Medscape; and\n\n                (iii) Medscape shall provide CBS with a contact person for\n        support of issues related to the Consumer Health Site. Such contact\n        person or his\/her substitute(s) shall be available to CBS seven (7) days\n        a week, twenty-four (24) hours a day for emergency support.\n\n        7.2 EXCEPT FOR THE FOREGOING WARRANTIES, NEITHER PARTY MAKES ANY\nWARRANTY, EXPRESS OR IMPLIED, AS TO THEIR CONTENT, INTERNET SITES OR ANY OTHER\nSUBJECT MATTER OF THIS AGREEMENT.\n\n        7.3 (a) Each party (the \"Indemnifying Party\") shall at all times\nindemnify, hold harmless and defend the other party (collectively, the\n\"Indemnified Party\") from and against any loss, cost, liability or expense\n(including court costs and reasonable attorneys' fees) arising out of or\nresulting from any breach by the Indemnifying Party of any representation,\nwarranty, covenant or agreement contained herein. In the event of any such\nclaim, the Indemnified Party shall: (i) promptly notify the Indemnifying Party\nof the claim; (ii) allow the Indemnifying Party to direct the defense and\nsettlement of such claim with counsel of the Indemnifying Party's choosing; and\n(iii) provide the Indemnifying Party, at the Indemnifying Party's expense, with\ninformation and assistance that is reasonably necessary for the defense and\nsettlement of the claim. The Indemnified Party reserves the right to retain\ncounsel, at the Indemnified Party's sole expense, to participate in the defense\nof any such claim. The Indemnifying Party shall not settle any such claim or\nalleged claim without first obtaining the Indemnified Party's prior written\nconsent in all instances where the settlement concerned might adversely affect\nthe Indemnified Party's rights (under this Agreement or otherwise); and such\nconsent shall not be unreasonably withheld. If the\n\n\n                                     - 14 -\n\nIndemnifying Party assumes the defense and settlement of the claim as set forth\nabove, then the Indemnifying Party's only obligation is to satisfy the claim,\njudgment or approved settlement.\n\n            (b) CBS, at its own expense shall indemnify, defend and hold\nharmless Medscape, its directors, officers, employees and agents (including\ntheir respective successors and assigns), against any third party claims based\non an allegation that (i) the use of the CBS Mark(s) in accordance with the\nterms of this Agreement infringes the trademark or other Intellectual Property\nRights of any third party, (ii) the use of the New Mark, in accordance with the\nterms of this Agreement, whether used as a brand, trademark, URL or any of the\nforegoing in conjunction with the CBS Mark(s) infringes upon or violates the\nrights of any third party, or (iii) the use of the CBS Health Content in\naccordance with the terms of this Agreement violates any law or infringes upon\nor violates the rights of any third party; and CBS shall pay any royalties and\nother costs related to the settlement of such claims, and the costs and damages,\nincluding reasonable attorneys' fees, awarded as a result of any suit based on\nsuch claim, provided Medscape promptly notifies CBS in writing of any such claim\nand gives CBS authority and control of the defense of such claim, such\nassistance and information as is available to Medscape for the defense of such\nclaim. Any such assistance or information which is furnished by Medscape at the\nwritten request of CBS shall be at CBS's expense. For the avoidance of any\ndoubt, this indemnity shall apply to Medscape's use of any CBS Mark(s) or CBS\nHealth Content in accordance with the licenses granted by CBS if CBS did not\nnotify Medscape of any restrictions on such Mark(s) or Content and it is later\nfound that CBS had insufficient or no rights to license such Marks\/Content to\nMedscape under this Agreement.\n\n            (c) Medscape, at its own expense shall indemnify, defend and hold\nharmless CBS, its directors, officers, employees and agents (including their\nrespective successors and assigns), against any third party claims based on an\nallegation that: (i) the use of the MEDSCAPE trademark, in accordance with the\nterms of this Agreement infringes the trademark or other Intellectual Property\nRights of any third party; and (ii) Medscape Content or Content on the Consumer\nHealth Site or any Content developed or furnished by Medscape thereunder or the\nMedscape Programming or any Special Online Report violates any law or infringes\nupon or violates the rights of any third party; and Medscape shall pay any\nroyalties and other costs related to the settlement of such claim, and the costs\nand damages, including reasonable attorneys' fees, awarded as a result of any\nsuit based on such claim, provided CBS promptly notifies Medscape in writing of\nany such claim and gives Medscape authority and control of the defense of such\nclaim, such assistance and information as is available to CBS for the defense of\nsuch claim. Any such assistance or information which is furnished by CBS at the\nwritten request of Medscape shall be at Medscape's expense. For avoidance of\ndoubt, this indemnity shall apply to Medscape's use of any Medscape mark(s) or\nMedscape Health Content in accordance with the licenses granted by Medscape if\nMedscape did not notify CBS of any restrictions on such mark(s) or Content and\nit is later found that Medscape had insufficient or no rights to license such\nmarks \/ Content to CBS under this Agreement.\n\n\n8.      REMEDIES\n\n        8.1 CBS shall have the right to terminate this Agreement if (any of the\nfollowing occurs):\n\n\n                                     - 15 -\n\n            (a) Medscape breaches any material term or condition of this\nAgreement and has failed to cure such breach within twenty (20) days following\nnotice of default. The foregoing cure period will not apply to: (i) a term or\ncondition for which a specific cure period is provided or (ii) a breach\nincapable of being cured.\n\n            (b) Medscape breaches any material term or condition of any\nCollaboration Agreement and has failed to cure such breach within the time\nprescribed for cure in the Collaboration Agreement concerned. The foregoing cure\nperiod will not apply to breaches incapable of being cured.\n\n            (c) Medscape: (i) becomes insolvent or unable to pay its debts as\nthey mature or makes an assignment for the benefit of its creditors; (ii) is the\nsubject of a voluntary petition in bankruptcy or any voluntary proceeding\nrelating to insolvency, receivership, liquidation, or composition for the\nbenefit of creditors, if such petition or proceeding is not dismissed within\nsixty (60) days of filing; (iii) becomes the subject of any involuntary petition\nin bankruptcy or any involuntary proceeding relating to insolvency,\nreceivership, liquidation, or composition for the benefit of creditors, if such\npetition or proceeding is not dismissed within sixty (60) days of filing; (iv)\nis liquidated or dissolved.\n\n            (d) Medscape issues to a CBS Competitor in any one transaction or\nseries of related transactions, a number of voting securities of Medscape such\nthat after such issuance or series of issuances, such CBS Competitor\nbeneficially owns or controls, directly or indirectly, nine percent (9%) or more\nof the outstanding shares of Common Stock (as such term is defined in the Ad and\nPromotion Agreement)(the \"threshold\"), and has failed to reduce such ownership\nof Common Stock below the threshold within twenty (20) days following CBS's\nnotice set forth in 8.1(d)(ii) below.\n\n                (i) Notwithstanding the foregoing however, the provisions of\n        this subparagraph 8.1(d) shall not apply to a stockholder of Medscape\n        who beneficially owns or controls, directly or indirectly, nine percent\n        (9%) or more of the outstanding shares of Common Stock on the day prior\n        to the date of this Agreement.\n\n                (ii) The parties hereby agree that Medscape will give CBS\n        confidential written notice of its intent to enter into an agreement for\n        issuance of securities that would result in a stockholder beneficially\n        owning or controlling, directly or indirectly, nine percent (9%) or more\n        of the outstanding shares of Common Stock, together with a description\n        of the party with whom Medscape intends to effect such a transaction,\n        for the purpose of ascertaining CBS's opinion whether, as of the date of\n        the notice, such party is a CBS Competitor. CBS shall have five (5) days\n        from the receipt of such notice to respond to Medscape. CBS's opinion\n        shall be based solely on the information provided to CBS in the notice\n        and CBS shall have no independent duty whatsoever to investigate or\n        inquire further. If CBS confirms that the party is not a CBS Competitor,\n        CBS shall be deemed to have waived any right of CBS pursuant to this\n        Article 8 in respect of such party and transaction, unless there were\n        material misstatements or omissions in the disclosures made by Medscape\n        to CBS in connection with the transaction.\n\n\n                                     - 16 -\n\n                (iii) For purposes of this subparagraph 8.1(d), the term\n        \"beneficial ownership\" shall have the meaning set forth in Section 13(d)\n        of the Securities Act of 1933, as amended, and the rules and regulations\n        promulgated thereunder.\n\nCBS may exercise its right to terminate pursuant to this paragraph 8.1 by\nsending Medscape the appropriate notice. No exercise by CBS of its rights under\nthis paragraph 8.1 will limit CBS's remedies by reason of Medscape's default,\nCBS's rights to exercise any other rights under this paragraph 8.1, or any of\nCBS's other rights.\n\n        8.2 Medscape shall have the right to terminate this Agreement if (any\nof the following occurs):\n\n            (a) CBS breaches any material term or condition of this Agreement\nand has failed to cure such breach within twenty (20) days following notice of\ndefault. The foregoing cure period will not apply to: (i) a term or condition\nfor which a specific cure period is provided or (ii) a breach incapable of being\ncured.\n\n            (b) CBS breaches any material term or condition of any Collaboration\nAgreement and has failed to cure such breach within the time prescribed for cure\nin the Collaboration Agreement concerned. The foregoing cure period will not\napply to breaches incapable of being cured.\n\n            (c) CBS: (i) becomes insolvent or unable to pay its debts as they\nmature or makes an assignment for the benefit of its creditors; (ii) is the\nsubject of a voluntary petition in bankruptcy or any voluntary proceeding\nrelating to insolvency, receivership, liquidation, or composition for the\nbenefit of creditors, if such petition or proceeding is not dismissed within\nsixty (60) days of filing; (iii) becomes the subject of any involuntary petition\nin bankruptcy or any involuntary proceeding relating to insolvency,\nreceivership, liquidation, or composition for the benefit of creditors, if such\npetition or proceeding is not dismissed within sixty (60) days of filing; (iv)\nis liquidated or dissolved.\n\n        8.3 EXCEPT WITH RESPECT TO THIRD PARTY CLAIMS FOR WHICH EACH PARTY SHALL\nFULLY INDEMNIFY THE OTHER AS REQUIRED IN THIS AGREEMENT, NEITHER PARTY SHALL BE\nLIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,\n\"BUSINESS INTERRUPTION\" OR ANY LOSS OF PROFITS.\n\n        8.4 In the event of a material breach by CBS of this Agreement (which\ngives rise to Medscape's right to terminate this Agreement), Medscape's sole and\nexclusive remedy (other than for any injunctive relief to prevent CBS as a\nlicensee under this Agreement from continuing to violate such license) shall be\npayment by CBS of the sum of $10,000,000 to Medscape, as liquidated damages and\nnot as a penalty, for loss of the license hereunder, provided however, that\nMedscape terminates the Ad and Promotion Agreement and it terminates this\nAgreement.\n\n\n                                     - 17 -\n\n        8.5 In the event of termination pursuant to paragraph 8.1 or 8.2 of this\nAgreement, the rights and obligations of the parties hereto with respect to the\nfollowing paragraphs shall not terminate: subparagraphs 2.7(c) and 2.7(d)\n(post-expiration use of the Identifying URL), paragraph 2.8 (post-Term use of\nthe CBS\/Medscape URL), paragraph 2.13 (Content and trademark removals),\nsubparagraph 4.3(a) (indemnification), paragraph 4.5 (New Mark costs), paragraph\n7.3 (indemnification), paragraph 9.1 (permitted assignments), paragraph 9.2\n(jurisdiction), paragraph 9.5 (notice) and paragraph 9.8 (governing law).\n\n\n9.      GENERAL\n\n        9.1 This Agreement shall be binding upon and inure to the benefit of the\nparties and their respective successors and permitted assigns. No party may\nassign its respective rights and obligations, in whole or in part, under this\nAgreement without prior written consent of the other party hereto. Any attempt\nto assign this Agreement without such consent shall be void and of no effect ab\ninitio. Notwithstanding the foregoing, a party hereto may assign this Agreement\nor any of its rights and obligations hereunder to any entity controlling,\ncontrolled by or under common control with, such party, or to any entity that\nacquires such party by purchase of stock or by merger or otherwise, or by\nobtaining substantially all of such party's assets (the \"Permitted Assignee\"),\nprovided that (i) no such assignment shall relieve the assigning party of any of\nits obligations under this Agreement; (ii) with respect to any assignments\neffected by Medscape, no such Assignee (or any division thereof) is a CBS\nCompetitor and (iii) such Permitted Assignee shall agree in writing to be bound\nby the terms and conditions hereof.\n\n        9.2 Each party hereto irrevocably submits to the exclusive jurisdiction\nof (a) the Supreme Court of the State of New York, New York County, and (b) the\nUnited States District Court for the Southern District of New York, for the\npurposes of any suit, action or other proceeding arising out of this Agreement\nor any transaction contemplated hereby or thereby. Each of CBS and Medscape\nagrees to commence any such action, suit or proceeding either in the United\nStates District Court for the Southern District of New York or if such suit,\naction or other proceeding may not be brought in such court for jurisdictional\nreasons, in the Supreme Court of the State of New York, New York County. Each of\nCBS and Medscape further agrees that service of any process, summons, notice or\ndocument by U.S. registered mail to such party's respective address set forth\nabove shall be effective service of process for any action, suit or proceeding\nin New York with respect to any matters to which it has submitted to\njurisdiction in this Section 9.2. Each of CBS and Medscape irrevocably and\nunconditionally waives any objection to the laying of venue of any action, suit\nor proceeding arising out of this Agreement or the transactions contemplated\nhereby and thereby in (i) the Supreme Court of the State of New York, New York\nCounty, or (ii) the United States District Court for the Southern District of\nNew York, and hereby and thereby further irrevocably and unconditionally waives\nand agrees not to plead or claim in any such court that any such action, suit or\nproceeding brought in any such court has been brought in an inconvenient forum.\n\n        9.3 Each party shall comply in all material respects with all laws and\nregulations applicable to its activities under this Agreement.\n\n\n                                     - 18 -\n\n        9.4 If any provision of this Agreement (or any portion thereof) or the\napplication of any such provision (or any portion thereof) to any Person or\ncircumstance shall be held invalid, illegal or unenforceable in any respect by a\ncourt of competent jurisdiction, such invalidity, illegality or unenforceability\nshall not affect any other provision hereof (or the remaining portion thereof)\nor the application of such provision to any other Persons or circumstances, and\nsuch provision will be limited or eliminated to the minimum extent necessary so\nthat this Agreement shall otherwise remain in full force and effect.\n\n        9.5 Except as otherwise set forth in this Agreement (including paragraph\n2.4 hereof), all notices or other communications required or permitted to be\ngiven hereunder shall be in writing and shall be delivered by hand or sent,\npostage prepaid, by registered, certified or express mail or reputable overnight\ncourier service and shall be deemed given when so delivered by hand, or if\nmailed, three days after mailing (one business day in the case of express mail\nor overnight courier service), as follows:\n\n                        (i)     if to Medscape,\n\n                                Medscape, Inc.\n                                134 West 29th Street\n                                New York, N.Y.  10001\n                                Fax: (212) 760-3140\n                                Attention:  Chief Executive Officer\n\n                                with copies to:\n\n                                Brobeck, Phleger &amp; Harrison, LLP\n                                1633 Broadway\n                                New York, N.Y.  10019\n                                Fax: (212) 586-7878\n                                Attention:  Alexander D. Lynch, Esq.\n\n                                and\n\n                                Patterson, Belknap, Webb &amp; Tyler LLP\n                                1133 Avenue of the Americas\n                                New York, New York 10036\n                                Fax: (212) 336-2222\n                                Attention:  John P. Schmitt\n\n                        (ii)    if to CBS,\n\n                                CBS Corporation\n                                51 West 52nd Street\n                                New York, New York 10019\n                                Fax:  (212) 975-9191\n                                Attention:  Chief Financial Officer\n\n\n                                     - 19 -\n\n                                with a copy to:\n\n                                CBS Corporation\n                                51 West 52nd Street\n                                New York, New York 10019\n                                Fax:  (212) 597-4031\n                                Attention:  General Counsel\n\n\n        9.6 The parties to this Agreement are independent contractors. There is\nno relationship of partnership, joint venture, employment, franchise, or agency\nbetween the parties. Neither party shall have the power to bind the other or\nincur obligations on the other's behalf without the other's prior written\nconsent.\n\n        9.7 No failure of either party to exercise or enforce any of its rights\nunder this Agreement shall act as a waiver of such right.\n\n        9.8 This Agreement, along with the Exhibits hereto, contains the entire\nagreement and understanding between the parties hereto with respect to the\nsubject matter hereof and supersedes all prior agreements and understandings\nrelating to such subject matter. Neither party shall be liable or bound to any\nother party in any manner by any representations, warranties or covenants\nrelating to such subject matter except as specifically set forth herein.\n\n        9.9 This Agreement may be executed in one or more counterparts, all of\nwhich shall be considered one and the same agreement, and shall become effective\nwhen one or more such counterparts have been signed by each of the parties and\ndelivered to each of the other parties.\n\n        9.10 This Agreement may not be amended except by an instrument in\nwriting signed on behalf of each of the parties hereto. By an instrument in\nwriting, either party hereto may waive compliance by the other party with any\nterm or provision of this Agreement.\n\n        9.11 This Agreement shall be governed by and construed in accordance\nwith the internal laws of the State of New York applicable to agreements made\nand to be performed entirely within such State, without regard to the conflicts\nof law principles of such State.\n\n        9.12 This Agreement is for the sole benefit of the parties hereto and\ntheir permitted assigns and nothing herein expressed or implied shall give or be\nconstrued to give to any person, other than the parties hereto and such assigns,\nany legal or equitable rights hereunder.\n\n        9.13 The headings contained in this Agreement or in any Exhibit or\nSchedule hereto are for reference purposes only and shall not affect in any way\nthe meaning or interpretation of this Agreement. Any capitalized terms used in\nany Schedule or Exhibit but not otherwise defined therein, shall have the\nmeaning as defined in this Agreement. When a reference is made in this Agreement\nto a Section, Exhibit or Schedule, such reference shall be to a Section of, or\nan Exhibit or Schedule to, this Agreement unless otherwise indicated.\n\n\n                                     - 20 -\n\n                IN WITNESS WHEREOF, the parties have caused this Agreement to be\nexecuted by their duly authorized representatives as of the date first above\nwritten.\n\nMEDSCAPE, INC.                            CBS CORPORATION\n\n\nBy:                                       By:\n    ----------------------------------        ----------------------------------\nName:                                     Name:\n      --------------------------------          --------------------------------\nTitle:                                    Title:\n       -------------------------------           -------------------------------\n\nCBS WORLDWIDE INC., to the extent specified on page 1.\n\nBy:\n    ----------------------------------\nName:\n      --------------------------------\nTitle:\n       -------------------------------\n\n\n                                     - 21 -\n\n                                    EXHIBIT A\n\n    (Attached to and forming a part of the Agreement, made as of July 4, 1999\n                   between CBS Corporation and Medscape Inc.)\n\n       ------------------------------------------------------------------\n\n\n                     CBS LICENSE GUIDELINES AND RESTRICTIONS\n\n\n\nI.      GENERAL\n\nExcept as set forth in the next sentence, the Consumer Health Site shall not\ninclude the following Content (nor establish links from the Site to the\nfollowing Content): (i) cigarettes, (ii) hard liquor, (iii) massage parlors,\n(iv) abortion clinics, (v) firearms and ammunition, (vi) head shops, (vii)\nlotteries, (viii) gambling, (ix) sexually explicit content, (x) Content that\ncontains profanity, (xi) Content that denigrates a particular group based on\ngender, race, creed, religion, sexual preference or handicap. The Content\ndescribed in the preceding sentence, clauses (i), (ii), (iii), (iv), (v), (vi),\n(vii), (viii) and (ix) may be included on the Consumer Health Site but only to\nthe extent they pertain directly to health, healthcare, medical or scientific\nissues in the life sciences and do not constitute an advertisement of any goods\nor services.\n\n\nII.     CBS HEALTH CONTENT\n\n1.      Each party shall notify the other of all errors, omissions, and\/or\n        inaccuracies in transmission or transcription of the CBS Health Content\n        within twenty-four (24) hours after it becomes aware thereof.\n\n2.      If Medscape provides such notice, it shall specify to CBS what action,\n        if any, it has taken to correct the error, omission and\/or inaccuracy.\n\n3.      If CBS provides such a notice, or receives such notice, it may specify\n        reasonable actions to be taken by Medscape to correct the error,\n        omission and\/or inaccuracy or resubmit such content.\n\n4.      All CBS Health Content shall be subject to restrictions and instructions\n        disclosed by CBS at any time.\n\n5.      CBS shall have the right to refuse to deliver to Medscape any CBS Health\n        Content if, in CBS's sole discretion, the CBS Health Content or the use\n        contemplated, conflicts with, interferes with or is detrimental to CBS's\n        interests, reputation or business or which might subject CBS to\n        unfavorable regulatory action, violate any law, infringe the rights of\n        any person, or subject CBS to liability for any reason.\n\n\n                                     - 22 -\n\n6.      Medscape shall abide by responsible journalistic standards. No CBS\n        Health Content shall be used\/displayed out of context. Medscape shall\n        not distort or misrepresent any events, opinions or statements contained\n        in the CBS Health Content received by Medscape.\n\n\nIII.    CROSS-LINKS\n\n1.      Medscape shall not establish any links from the Consumer Health Site to\n        any pornography or obscenity Content.\n\n2.      Medscape shall not conduct any cross promotions between the Consumer\n        Health Site and any Internet Site which uses or exhibits gambling,\n        pornography or obscenity Content.\n\n\nIV.     OWNERSHIP\n\n1.      Medscape shall place the following copyright notice on all CBS Health\n        Content Pages of the Consumer Health Site:\n\n                           \"(C) [year] Medscape, Inc.\n                               All Rights Reserved\n                     Portions (C) [year] CBS Worldwide Inc.\n                              All Rights Reserved\"\n\n2.      Medscape and CBS shall mutually develop the procedures for placing any\n        third party copyright notice on any CBS Health Content Page, provided\n        however that third party copyright notices may appear on CBS Health\n        Content Pages if third party copyrighted works appear on such CBS Health\n        Content Pages.\n\n\n                                     - 23 -\n\n                                    EXHIBIT B\n\n    (Attached to and forming a part of the Agreement, made as of July 4, 1999\n                   between CBS Corporation and Medscape Inc.)\n\n       ------------------------------------------------------------------\n\n                                    CBS Marks\n\n\n                                     - 24 -\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8179,9252],"corporate_contracts_industries":[9465],"corporate_contracts_types":[9613,9616],"class_list":["post-42926","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-medscape-inc","corporate_contracts_companies-viacom-inc","corporate_contracts_industries-media__broadcasting","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\/42926","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=42926"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42926"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42926"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42926"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}