{"id":43327,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/assets-purchase-agreement-smithkline-beecham-clinical.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"assets-purchase-agreement-smithkline-beecham-clinical","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/assets-purchase-agreement-smithkline-beecham-clinical.html","title":{"rendered":"Assets Purchase Agreement &#8211; SmithKline Beecham Clinical Laboratories, Inc. and ActaMed Corp."},"content":{"rendered":"<pre>\n\n                             ASSETS PURCHASE AGREEMENT \n                                          \n                                      between\n                                          \n                  SMITHKLINE BEECHAM CLINICAL LABORATORIES, INC.  \n                                          \n                                        and \n                                          \n                                ACTAMED CORPORATION\n                                          \n                                          \n                                       DATED\n                                          \n                                 DECEMBER 31, 1997\n                                          \n                                          \n\n\n                                          \n                                 TABLE OF CONTENTS\n                                                                                 PAGE\n                                                                                 ----\nARTICLE 1 PURCHASE AND SALE ........................................................2\n\n    Section 1.1     Agreement to Sell ..............................................2\n    Section 1.2     Other Software .................................................2\n    Section 1.3     Excluded Assets ................................................3\n    Section 1.4     Agreement to Purchase ..........................................3\n    Section 1.5     The Purchase Price .............................................3\n    Section 1.6     Series D Price .................................................4\n    Section 1.7     Purchase Price Adjustment ......................................5\n    Section 1.8     Number of Sites Adjustment .....................................5\n\nARTICLE 2 CLOSINGS .................................................................6\n\n    Section 2.1     Initial Closing ................................................6\n    Section 2.2     Staging of the Transactions ....................................6\n    Section 2.3     Regions to be Transferred ......................................7\n    Section 2.4     Procedures Applicable if Transfer Benchmarks Are Not Met .......8\n    Section 2.5     Deliveries by SBCL at Each of the Transfer Dates ...............9\n    Section 2.6     Deliveries by ActaMed at Each of the Transfer Dates ............9\n    Section 2.7     Prorations ....................................................10\n    Section 2.8     Non-Transferable Assets .......................................10\n\nARTICLE 3 REPRESENTATIONS AND WARRANTIES ..........................................11\n\n    Section 3.1     By SBCL .......................................................11\n    Section 3.2     By ActaMed ....................................................16\n\nARTICLE 4 TRANSITION MATTERS ......................................................26\n\n    Section 4.1     Prior to Region Transfer ......................................26\n    Section 4.2     Region Transition Matters .....................................26\n    Section 4.3     General Covenants .............................................27\n    Section 4.4     Confidentiality of Trade Secrets ..............................29\n    Section 4.5     Efforts to Satisfy Conditions .................................30\n    Section 4.6     Expenses ......................................................31\n    Section 4.7     Antitrust Notification ........................................31\n\nARTICLE 5 ACTAMED COVENANTS TO SBCL ...............................................31\n\n    Section 5.1     Additional Covenants Of ActaMed ...............................31\n    Section 5.2     Informational Covenants Of ActaMed ............................35\n\n\n                                            -i-\n\n\n\n\nARTICLE 6 EMPLOYEE MATTERS ........................................................38\n\n    Section 6.1     Termination of Employment by SBCL and \n                      Offer of Employment by ActaMed ..............................38\n    Section 6.2     Transitional Employee Leasing Arrangement .....................38\n    Section 6.3     ActaMed Compensation and Benefits .............................39\n    Section 6.4     Past Service Credit ...........................................39\n    Section 6.5     Termination of Employment; Nonsolicitation; Termination \n                      of Agreement ................................................39\n    Section 6.6     Payment of Wage and Benefit Costs .............................39\n    Section 6.7     Taxes, Unemployment Insurance and Related Items ...............40\n    Section 6.8     Examination and Audit .........................................41\n\nARTICLE 7 CONDITIONS PRECEDENT TO OBLIGATIONS OF ACTAMED ..........................41\n\n    Section 7.1     Conditions Precedent To Obligations Of ActaMed ................41\n    Section 7.2     Conditions Precedent To The Obligations Of SBCL ...............42\n\nARTICLE 8 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS ...................43\n\n    Section 8.1     Survival Of Representations, Warranties and Covenants .........43\n    Section 8.2     Obligation to Indemnify .......................................44\n\nARTICLE 9 DISPUTE RESOLUTION ......................................................49\n\n    Section 9.1     Informal Dispute Resolution ...................................49\n    Section 9.2     Arbitration ...................................................50\n    Section 9.3     Litigation ....................................................51\n\nARTICLE 10 TERMINATION ............................................................51\n\n    Section 10.1    Termination ...................................................51\n    Section 10.2    Risk of Loss ..................................................52\n\nARTICLE 11 MISCELLANEOUS ..........................................................53\n\n    Section 11.1    General Provisions ............................................53\n\n\n\n\n\n                                        -ii-\n\n\n\n\n                          CONFIDENTIAL TREATMENT REQUESTED\n\n                             ASSETS PURCHASE AGREEMENT\n\n     This Assets Purchase Agreement (this \"ASSETS PURCHASE AGREEMENT\" or\n\"AGREEMENT\"),  dated as of December 31, 1997, is an agreement by and between\nSMITHKLINE BEECHAM CLINICAL LABORATORIES, INC., a corporation organized and\nexisting under the laws of Delaware (\"SBCL\") and ACTAMED CORPORATION, a\ncorporation organized and existing under the laws of Georgia (\"ACTAMED\"). \nCapitalized terms used in this Assets Purchase Agreement and not otherwise\ndefined herein are defined in EXHIBIT A attached to this Assets Purchase\nAgreement.\n                                          \n                                    PREAMBLE\n\n     ActaMed is in the business of providing electronic data interchange\nproducts and services to the health care industry, including its ProviderLink\nsoftware, and desires to develop business involving automated laboratory order\nentry and results reporting services.\n\n     SBCL provides laboratory testing services to certain Providers who use SBCL\nSoftware  for electronic clinical laboratory test order entry and\/or test result\nreporting between an  SBCL Lab and such Provider.  In addition, SBCL uses the\nSBCL Software to allow certain [*] to send laboratory test orders entered\nelectronically to an SBCL Lab and\/or to have the test results reported\nelectronically back to [*] or the Provider ordering the test.\n\n          The Parties previously entered into a Development Agreement dated\nOctober 31, 1997 pursuant to which ActaMed and SBCL are jointly developing the\nActaLab Software.\n\n          ActaMed desires to purchase and SBCL desires to sell certain assets\nassociated with SBCL's provision of Lab EDI Services, as more fully set forth\nherein.  Concurrently with the execution and delivery of this Purchase\nAgreement, SBCL and ActaMed are entering into (i) a License Agreement whereby,\namong other things, SBCL grants ActaMed an irrevocable non-exclusive license to\nthe SBCL Software (as defined therein); and (ii) a Services Agreement whereby\nActaMed agrees, among other things, to provide Lab EDI Services to Automated\nProviders and SBCL agrees to pay certain compensation to ActaMed in connection\ntherewith.  This Assets Purchase Agreement states the parties' agreements\nrelating to the purchase and sale of the SCAN Assets and certain transition\nmatters.\n\n          The Parties contemplate that there will be a staged transfer to\nActaMed of the SCAN Assets.  The transfer of Region One SCAN Assets is to occur\non the Region One Transfer Date.  The transfer of the other Regions will occur\nsequentially when the Transfer Benchmarks for transfer of such Regions have been\nmet.\n                                          \n                                     AGREEMENT\n\n          In consideration of the recitals and of the respective covenants,\nrepresentations, warranties and agreements herein contained, and intending to be\nlegally bound hereby, the parties hereto hereby agree as follows:\n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n\n\n\n                                   ARTICLE 1 \n\n                               PURCHASE AND SALE\n\n     SECTION 1.1    AGREEMENT TO SELL.  SBCL hereby agrees to sell, convey,\nassign, transfer and deliver to ActaMed, upon and subject to the terms and\nconditions of this Assets Purchase Agreement, all right, title and interest of\nSBCL in and to the following assets located in Region One, and, subject in\naddition to fulfillment of the conditions precedent set forth in Section 2.3,\nthe following assets in Regions Two, Three, and Four, in every case free and\nclear of all Liens: \n\n                    1.1.1     The personal computers, modems, bar code \nreaders, bar code label printers, requisition and results printers and other \nperipherals (not including [*]) and spare parts owned by SBCL and provided by \nSBCL to Automated Providers for Lab EDI Services (or which comprised all or \npart of such items located at an SBCL Site before the Applicable Transfer \nDate, but not located at an SBCL Site on the Applicable Transfer Date), \nincluding all documentation supplied to Automated Providers for purposes of \nutilizing SBCL Software;\n\n                    1.1.2     SBCL's contractual right to use the telephone\nlines that are installed at an SBCL Site and are used by SBCL in providing Lab\nEDI Services to the extent assignable and assumed by ActaMed;\n\n                    1.1.3     The letter agreements, as amended, between SBCL\nand Automated Providers relating to Automated Providers' use of SBCL's Lab EDI\nServices; \n\n                    1.1.4     The vendor contracts between SBCL and various\nvendors who provide products or services to Automated Providers in connection\nwith SBCL's provision of Lab EDI Services to SBCL Sites to the extent assignable\nand assumed by ActaMed;\n\n                    1.1.5     All personal computers, peripherals, spare parts\nand other fixed assets not located at an SBCL Site on the Applicable Transfer\nDate, but used solely by the Transferred Employees and exclusively in connection\nwith SBCL's provision of software development, field or remote support for SBCL\nSites; and\n\n                    1.1.6     SBCL's rights to the ActaLab Software.\n\n     SECTION 1.2    OTHER SOFTWARE.\n\n                    1.2.1     In conjunction with the sale of each PC System and\neach personal computer described in Section 1.1.5 (an \"Employee Computer\") to\nActaMed in accordance herewith, SBCL shall assign to ActaMed all of SBCL's\nrights in the copies of Third Party Software (excluding any office software used\nby the Employees, including without limitation, cc:mail) that, as of the\nApplicable Transfer Date, are (i) installed by, or in accordance with the\n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n                                -2-\n\n\n\n\ninstructions of, SBCL and (ii) is resident on such PC System or Employee\nComputer, which rights shall be sufficient to permit ActaMed to:\n\n                              (a)  continue using such copy of the Third Party\nSoftware on the applicable PC System or Employee Computer,\n\n                              (b)  move such copy to a replacement computer so\nlong as the copy is deleted from the PC System or Employee Computer on which it\nresides on the Applicable Transfer Date or subsequent transferee computer\nsystem, and\n\n                              (c)  assign ActaMed's rights in such copy to a\npurchaser of the applicable components of the  PC System (but not to a purchaser\nof any Employee Computer) on which it resides at the Applicable Transfer Date,\nor replacement computer with respect to any PC System; \n\nPROVIDED, that (A) ActaMed agrees to comply with any applicable terms and\nconditions imposed by the supplier of such Third Party Software, (B) except as\nexpressly set forth herein, nothing in this Section 1.2 shall be construed as\nassigning to ActaMed, or granting to ActaMed, any rights under any agreements\nbetween SBCL and the vendors of such Third Party Software, and (C) nothing in\nthis Agreement shall be construed as conveying to ActaMed or any other party any\nsoftware installed on any PC System or Employee Computer other than by SBCL or\npursuant to SBCL's instructions.\n\n                    1.2.2     SBCL shall transfer to ActaMed, proportionately \nwith the number of SBCL Sites transferred to ActaMed from time to time in \naccordance with this Agreement, all of SBCL's rights in, including the \nsingle-site licenses for, any copy of Microsoft Windows which was resident on \na PC System when it was delivered to SBCL by the manufacturer or other \nsupplier for installation at an SBCL Site, and subsequently removed by SBCL.  \nSBCL shall deliver the licenses to ActaMed.\n\n     SECTION 1.3    EXCLUDED ASSETS.  The SCAN Assets shall not include\ncomputers, modems, bar code readers, bar code label printers, requisition and\nresults printers and other peripherals and fixed assets acquired by SBCL for use\nin providing Lab EDI Services, but which have never been so used.\n\n     SECTION 1.4    AGREEMENT TO PURCHASE.  ActaMed hereby agrees to purchase\nthe SCAN Assets from SBCL, upon and subject to the terms and conditions of this\nAssets Purchase Agreement and in reliance on the representations, warranties and\ncovenants of SBCL contained herein, for the Purchase Price and the execution and\ndelivery of the Assumption Agreement.  ActaMed shall not assume or be\nresponsible for any liabilities or obligations of SBCL other than the\nLiabilities assumed by virtue of the Assumption Agreement.\n\n     SECTION 1.5    THE PURCHASE PRICE.  Subject to any adjustment pursuant to\nSections 1.7 or 1.8 hereof, the purchase price for the SCAN Assets and the\nrights granted to ActaMed \n\n\n                                   -3-\n\n\n\n\npursuant to the License Agreement shall be [*].  The Purchase Price shall be \nallocated among the SCAN Assets in the different Regions and the License \ngranted pursuant to the License Agreement as set forth in Schedule 1.5 hereto \n(the \"Purchase Price\").  The Purchase Price shall be payable as follows:\n\n                    1.5.1     on the Region One Transfer Date, in \nconsideration for the grant of rights pursuant to the License Agreement, \nActaMed will pay or issue to SBCL (A) [*] by wire transfer of immediately \navailable funds to an account designated by SBCL prior to the Region One \nTransfer Date, and (B) [*] shares of ActaMed's Series D Preferred Stock;\n\n                    1.5.2     on the Region One Transfer Date, in consideration\nof the transfer to ActaMed of the SCAN Assets located in Region One, ActaMed\nwill issue to SBCL [*] shares of ActaMed's Series D Preferred Stock; \n\n                    1.5.3     on the Region Two Transfer Date, in further \nconsideration of the grant to ActaMed of rights under the License Agreement, \nand in consideration of the transfer to ActaMed of the SCAN Assets located in \nRegion Two, ActaMed will issue to SBCL the  number of shares of ActaMed's \nSeries D Preferred Stock determined by dividing [*] plus [*] respectively, \nby the Series D Price on such date;\n\n                    1.5.4     on the Region Three Transfer Date, in further \nconsideration of the grant to ActaMed of rights under the License Agreement, \nand in consideration of the transfer to ActaMed of the SCAN Assets located in \nRegion Three, ActaMed will issue to SBCL the  number of shares of ActaMed's \nSeries D Preferred Stock determined by dividing [*] plus [*] respectively, \nby the Series D Price on such date; and\n\n                    1.5.5     on the Region Four Transfer Date, in further \nconsideration of the grant to ActaMed of rights under the License Agreement, \nand in consideration of the transfer to ActaMed of the SCAN Assets located in \nRegion Four, ActaMed will issue to SBCL the  number of shares of ActaMed's \nSeries D Preferred Stock determined by dividing [*] plus [*] respectively, \nby the Series D Price on such date.\n\n     SECTION 1.6    SERIES D PRICE.  For purposes hereof, the \"Series D Price\"\nshall mean:\n\n                    1.6.1     prior to ActaMed's initial Public Offering:\n\n                              (a)  [*] on the Region One Transfer Date and \nthe Region Two Transfer Date, [*] on the Region Three Transfer Date, and [*] \non the Region Four Transfer Date, subject to the provisions of subparagraphs \n(b) and (c) below;\n\n                              (b)  if prior to any Transfer Date after the\nRegion One Transfer Date,  ActaMed issues Qualified Preferred Stock, the Series\nD Price on such Transfer Date shall be the Per Share Issue Price of such\nQualified Preferred Stock, and the Series D Price shall \n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n                                    -4-\n\n\n\n\nthereafter remain constant for all subsequent Transfer Dates unless adjusted \n(i) in accordance with this provision, upon a subsequent issuance of \nQualified Preferred Stock or (ii) in accordance with subparagraph (c) below; \nor\n\n                              (c)  notwithstanding anything to the contrary in\nthis Section 1.6.1, if, on any Applicable Transfer Date, ActaMed has achieved\nless than [*] of the revenues for the cumulative months or\nquarters (as may be applicable based on the detail required for the New Business\nPlan) prior to such Applicable Transfer Date as set forth in the New Business\nPlan, then the Series D Price shall revert to [*] and\n\n                    1.6.2     after ActaMed's initial Public Offering, if a\nTransfer Date occurs at least thirty (30) trading days after the effective date\nof such Public Offering, the average for such 30 days of (i) the mean between\nthe reported high and low sales prices for ActaMed Common Stock on each such\ntrading day, or (ii) if no sales are reported on any such trading day, the mean\nbetween the bid and offered prices for ActaMed Common Stock on such trading day;\nor, if the Transfer Date occurs prior to the 30th day following such initial\nPublic Offering (including the initial day of trading when computing the number\nof days), the initial offering price for ActaMed Common Stock in such initial\nPublic Offering less the amount of any underwriters' discounts or commissions on\na per share basis, as set forth in the effective registration statement.\n\n                    1.6.3     For purposes of Section 1.6, \"Qualified Preferred\nStock\" shall mean shares of ActaMed's preferred stock issued in an arm's length\ntransaction to one or more purchasers who are not ActaMed stockholders as of the\nRegion One Transfer Date for an aggregate purchase price of not less than\n$7,000,000; and the \"Per Share Issue Price\" of such Qualified Preferred Stock\nshall be the consideration per equivalent share of Common Stock received by\nActaMed for the Qualified Preferred Stock, adjusted backwards to the Region One\nTransfer Date for any subdivision or combination of shares of ActaMed capital\nstock or similar change in ActaMed's capital structure (whether by stock split,\nstock dividend, merger, share exchange, consolidation or otherwise) since the\nRegion One Transfer Date.\n\n     SECTION 1.7    PURCHASE PRICE ADJUSTMENT.  SBCL shall transfer all of \nthe SCAN Assets located in Region Three on the Region Three Transfer Date.  \nIn the event that, by [*] SBCL has not provided [*] to ActaMed [*] described \nin [*] of the Services Agreement, [*] to [*] by [*].  In such case, if, \nsubsequent to [*] SBCL provides [*] ActaMed shall [*] that SBCL [*] \npursuant to this provision [*].\n\n     SECTION 1.8    NUMBER OF SITES ADJUSTMENT.  On any Transfer Date other \nthan the Region One Transfer Date, if the aggregate number of SBCL Sites \nlocated in the Regions which were previously transferred to ActaMed in \naccordance herewith, plus the aggregate number of SBCL Sites located in \nRegions then being or subsequently to be transferred to ActaMed, is less than \n[*] then the portion of the Purchase Price \n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n\n                                   -5-\n\n\n\n\notherwise payable on such Transfer Date shall be reduced to an amount equal \nto the portion of the Purchase Price otherwise then payable times a fraction \nthe numerator of which shall be the number of SBCL Sites to be transferred on \nsuch Transfer Date, and the denominator of which shall be [*] MINUS the \nnumber of SBCL Sites transferred on previous Transfer Dates, and MINUS the \nnumber of SBCL Sites located in Regions subsequently to be transferred; \nPROVIDED that no such adjustment shall be made if such fraction is [*] or \nmore.\n\n                               ARTICLE 2   \n\n                               CLOSINGS\n\n     SECTION 2.1    INITIAL CLOSING.  Conveyance of SCAN Assets in each of the\nRegions by SBCL to ActaMed shall take place as set forth in this Article Two. \nConcurrently with the execution and delivery of this Assets Purchase Agreement,\nSBCL and ActaMed have executed and delivered the License Agreement, the First\nAmendment to the Development Agreement, the Services Agreement, the Third\nAmendment to the Stockholders Agreement, the Third Amendment to the Registration\nRights Agreement, the Standstill Agreement, and such other documents as the\nparties have reasonably requested, each of which shall be effective as of the\nRegion One Transfer Date.  In addition, effective on or before such date,\nActaMed shall file in the office of the Secretary of State of Georgia its Fourth\nAmended Articles.\n\n     SECTION 2.2    STAGING OF THE TRANSACTIONS.\n\n                    2.2.1     The parties shall effect the transfer of the SCAN\nAssets in as orderly a manner as possible and with minimal disruption to\nAutomated Providers.  This Assets Purchase Agreement provides benchmarks that\nwill be used by the parties to measure the degree to which the transfer is\norderly and without disruption and provides steps the parties will take if the\nbenchmarks are not met to improve the transition process.  Provided the\nbenchmarks are satisfied, the parties intend that all of the transfers be\ncompleted as quickly as possible and that targeted transfer dates may be\naccelerated in such circumstances.\n\n                    2.2.2     At any time, upon not less than fifteen (15) days\nwritten notice by SBCL to ActaMed, except to the extent a shorter period is\nprovided for in Section 2.2.3 hereof, SBCL shall in its sole discretion have the\nright to accelerate the Region Two Transfer Date, the Region Three Transfer Date\nor the Region Four Transfer Date to a date immediately after expiration of such\nnotice period (the \"ACCELERATED TRANSFER DATE\").  In such case, the transactions\ncontemplated by Sections 1.5.3, 1.5.4 and 1.5.5 above shall take place on such\nAccelerated Transfer Date, in the manner specified in Sections 2.5 and 2.6\nbelow, subject to the other terms and conditions of this Assets Purchase\nAgreement.\n\n                    2.2.3     In the event of any proposed issuance of Qualified\nPreferred Stock, ActaMed shall provide SBCL with notice of its intent to\nconsummate such a transaction not less \n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n\n                                     -6-\n\n\n\n\nthan forty-five (45) days prior to doing so, and shall provide SBCL notice of \nan affirmative obligation to issue Qualified Preferred Stock not less than \nfifteen (15) days prior to issuance.  In such event, SBCL shall in its sole \ndiscretion have the right to notify ActaMed and cause one or more Accelerated \nTransfer Dates to occur thirty (30) days after the giving of such notice, \nand, if SBCL so designates, conditioned upon the occurrence of the proposed \nsale of Qualified Preferred Stock.  The number of shares Series D Preferred \nStock issued to SBCL on any such Accelerated Transfer Date(s) shall be \ncalculated as if such Accelerated Transfer Date(s) occurred prior to the \nclosing of the sale of such Qualified Preferred Stock.\n\n     SECTION 2.3    REGIONS TO BE TRANSFERRED.\n\n                    2.3.1     The SCAN Assets located in Region One will be\ntransferred to ActaMed on the Region One Transfer Date.  The parties will\ncooperate to identify and resolve any problems that arise after the transfer of\nsuch SCAN Assets to ActaMed.\n\n                    2.3.2     Provided that the applicable Transfer Benchmarks\nhave been met for Region One Sites, and subject to SBCL's rights under Section\n2.2.2 hereof, the SCAN Assets located in Region Two will be transferred to\nActaMed three (3) months after the Region One Transfer Date (the \"REGION TWO\nTRANSFER DATE\").  ActaMed shall notify SBCL's Relationship Manager that it is in\ncompliance with the Transfer Benchmarks and wishes to close the transfer of the\nSCAN Assets located in Region Two fifteen (15) days prior to the scheduled\nRegion Two Transfer Date.  SBCL shall have seven (7) days to respond to\nActaMed's notice, indicating that SBCL either (i) will close the transfer on the\nscheduled Region Two Transfer Date or (ii) that ActaMed's operations relative to\nthe Region One Sites fail to meet the Transfer Benchmarks.  If SBCL determines\nthat ActaMed's operations relative to the Region One Sites fail to meet the\nTransfer Benchmarks to allow for the transfer of SCAN Assets located in Region\nTwo, the provisions of Section 2.4 will apply.  The parties will cooperate to\nidentify and resolve any problems that arise after the transfer of the SCAN\nAssets located at Region Two Sites to ActaMed.\n\n                    2.3.3     Provided that the applicable Transfer Benchmarks\nhave been met for Region One Sites and Region Two Sites on and after the Region\nTwo Transfer Date, and subject to SBCL's rights under Section 2.2.2 hereof, the\nSCAN Assets located in Region Three will be transferred to ActaMed three (3)\nmonths after the Region Two Transfer Date (the \"REGION THREE TRANSFER DATE\"). \nActaMed shall notify SBCL's Relationship Manager that it is in compliance with\nthe Transfer Benchmarks and wishes to close the transfer of the SCAN Assets\nlocated in Region Three fifteen (15) days prior to the scheduled Region Three\nTransfer Date.  SBCL shall have seven (7) days to respond to ActaMed's notice,\nindicating that SBCL either (i) will close the transfer on the scheduled Region\nThree Transfer Date or (ii) that ActaMed's operations relative to the Region One\nSites and Region Two Sites fail to meet the Transfer Benchmarks.  If SBCL\ndetermines that ActaMed's operations relative to the Region One Sites and Region\nTwo Sites fail to meet the Transfer Benchmarks to allow for the transfer of SCAN\nAssets located in Region Three, the provisions of Section 2.4 will apply.  The\nparties will \n\n\n                                       -7-\n\n\n\ncooperate to identify and resolve any problems that arise after the transfer \nof the SCAN Assets located at Region Three Sites to ActaMed.\n\n                    2.3.4     Provided that the applicable Transfer Benchmarks\nhave been met for Region One Sites, Region Two Sites and Region Three Sites on\nand after the Region Three Transfer Date, and subject to SBCL's rights under\nSection 2.2.2 hereof, the SCAN Assets located in Region Four will be transferred\nto ActaMed three (3) months after the Region Three Transfer Date (the \"REGION\nFOUR TRANSFER DATE\").  ActaMed shall notify SBCL's Relationship Manager  that it\nis in compliance with the Transfer Benchmarks and wishes to close the transfer\nof the SCAN Assets located in Region Four fifteen (15) days prior to the\nscheduled Region Four Transfer Date.  SBCL shall have seven (7) days to respond\nto ActaMed's notice, indicating that SBCL either (i) will close the transfer on\nthe scheduled Region Four Transfer Date or (ii) that ActaMed's operations\nrelative to the Region One Sites, Region Two Sites and Region Three Sites fail\nto meet the Transfer Benchmarks.  If SBCL determines that ActaMed's operations\nrelative to the Region One Sites, Region Two Sites and Region Three Sites fail\nto meet the Transfer Benchmarks to allow for the transfer of SCAN Assets located\nin Region Four, the provisions of Section 2.4 will apply. The parties will\ncooperate to identify and resolve any problems that arise after the transfer of\nthe SCAN Assets located at Region Four Sites to ActaMed.\n\n     SECTION 2.4    PROCEDURES APPLICABLE IF TRANSFER BENCHMARKS ARE NOT MET. \nIf, prior to any scheduled Transfer Date after the Region One Transfer Date,\nSBCL determines that ActaMed has failed to meet the requisite Transfer\nBenchmarks, ActaMed shall, on or prior to five (5) business days following the\nscheduled Transfer Date, either (i) submit a written remediation plan to SBCL\ndetailing the steps required to accomplish such Transfer Benchmarks and the\nmeans to achieving  such steps, or (ii) notify SBCL, in writing, that ActaMed\nbelieves the failure to meet such Transfer Benchmarks is for reasons beyond the\ncontrol of ActaMed, including without limitation, a failure by SBCL to perform\nin accordance with the terms and conditions of the Services Agreement.  Within\nten (10) business days following receipt of such a remediation plan or notice,\nSBCL shall make a determination, considering available resources and the\ncontents of the plan or notice, as to whether the problem is remediable within a\nreasonable period of time.  If SBCL determines that the problem is remediable as\naforesaid, it shall set a date not less than thirty (30) nor more than ninety\n(90) days from the scheduled Transfer Date as a measurement date (the\n\"Measurement Date\") for satisfaction of the applicable Transfer Benchmarks.  If\nSBCL determines that the applicable Transfer Benchmarks are met on or before the\nMeasurement Date, then the original Transfer Date shall be reset for a date\nimmediately following the date which is ten (10) days after such applicable\nTransfer Benchmarks were met, and on which date such applicable Transfer\nBenchmarks continue to be met.  If ActaMed disagrees with SBCL's determination\nas to whether the problem is remediable, the dispute shall be resolved pursuant\nto the provisions of Article IX hereof.  If a Transfer Date is extended or reset\nhereunder, all subsequent Transfer Dates will be rescheduled, subject to this\nSection 2.4, at three (3) month intervals after the extended or reset Transfer\nDate.\n\n\n                                    -8-\n\n\n\n\n     SECTION 2.5    DELIVERIES BY SBCL AT EACH OF THE TRANSFER DATES.  At each\nof the Transfer Dates, SBCL shall execute and deliver to ActaMed the following\ndocuments to the extent relating to the SCAN Assets in the Region being\ntransferred:\n\n                    2.5.1     a Bill of Sale and Assignment (in the form\nattached as EXHIBIT 2.5.1) covering the SCAN Assets for the Region being\ntransferred;\n\n                    2.5.2     an SBCL Compliance Certificate (in the form\nattached as EXHIBIT 2.5.2) pursuant to which SBCL will make the representations\nand warranties as to itself and the SCAN Assets in the Region being transferred\ncontained in Section 3.1 hereof (other than the representations and warranties\ncontained in Sections 3.1.3, 3.1.4(a)-(e), 3.1.6(d) and 3.1.7(b), which shall be\nmade only on the Region One Transfer Date), which certificate shall attach\nrevised Disclosure Schedules to the extent necessary to make the representations\nand warranties made on such Transfer Date (with the exceptions noted above) true\nand correct in all material respects; PROVIDED that to the extent that any such\nrepresentation and warranty is dependent upon information provided by\nTransferred Employee or other people employed by ActaMed, such representations\nand warranties shall be given only to the best of SBCL's knowledge;\n\n                    2.5.3     an SBCL Secretary's Certificate (in the form\nattached as EXHIBIT 2.5.3);\n\n                    2.5.4     any other consents or waivers obtained pursuant to\nSection 7.1.5 covering the Region transferred, including consents to the\nassignment and assumption of each of the Vendor Contracts applicable to the SCAN\nAssets in the Region that ActaMed is assuming;\n\n                    2.5.5     all of the books and records, including but not\nlimited to, books of account, leases, contracts, and customer lists, of SBCL\nrelating exclusively to the SCAN Assets for the Region transferred; and\n\n                    2.5.6     such other documents or certificates as may be\nreasonably requested by ActaMed.\n\n     SECTION 2.6    DELIVERIES BY ACTAMED AT EACH OF THE TRANSFER DATES.  At\neach of the Transfer Dates, ActaMed shall execute and deliver to SBCL the\nfollowing documents to the extent relating to the Region being transferred:\n\n                    2.6.1     the applicable number of shares of Series D\nPreferred Stock, as determined in accordance with Sections 1.5, 1.6 and 1.8 of\nthis Assets Purchase Agreement;\n\n                    2.6.2     an Assumption Agreement (in the form attached\nhereto as EXHIBIT 2.6.2) covering, for the Region transferred, (i) the Vendor\nContracts for the Region transferred, (ii) the Phone Lines and (iii) the\nProvider Agreements for the Region transferred;\n\n\n                                    -9-\n\n\n\n                    2.6.3     an ActaMed Compliance Certificate (in the form\nattached hereto as EXHIBIT 2.6.3), pursuant to which ActaMed will make the\nrepresentations and warranties contained in Section 3.2 hereof, which\ncertificate shall attach revised Disclosure Schedules to the extent necessary to\nmake the representations and warranties made on such Transfer Date true and\ncorrect in all material respects;\n\n                    2.6.4     an ActaMed Secretary's Certificate (in the form\nattached hereto as EXHIBIT 2.6.4); and\n\n                    2.6.5     such other documents or certificates as may be\nreasonably requested by SBCL.\n\n     SECTION 2.7    PRORATIONS.  All amounts previously paid or payable with \nrespect to the items identified on Schedule 2.7, or for any other items \nreflecting actual costs incurred solely in connection with the provision of \nLab EDI Services which are to be prorated on the basis of days, for or in \nrespect of periods which straddle any Transfer Date shall be apportioned on a \npro rata basis based on the respective number of days in the pre-Transfer \nDate and post-Transfer Date periods.\n\n     SECTION 2.8    NON-TRANSFERABLE ASSETS.\n\n                    2.8.1     To the extent that any SCAN Asset which would\notherwise be transferred on an Applicable Transfer Date (a \"TRANSFERRED ASSET\")\nis not capable of being sold, assigned, transferred, conveyed or delivered\nwithout obtaining a Required Consent, or if such sale, assignment, transfer,\nconveyance or delivery or attempted sale, assignment, transfer, conveyance or\ndelivery would constitute a violation of any Contract or License constituting or\nrelating specifically to a Transferred Asset, or a violation of any Regulation,\nor would result in the imposition of any significant additional Liability or\nobligation on SBCL or ActaMed, or a substantial diminution in the value or use\nof such Transferred Asset, this Assets Purchase Agreement shall not constitute a\nsale, assignment, transfer, conveyance or delivery of such Transferred Asset or\nan attempted sale, assignment, transfer, conveyance or delivery thereof, nor\nshall it constitute an assumption of any Liability under any Contract or License\nconstituting or relating specifically to such Transferred Asset.  Any such\nTransferred Asset and any Contract or License which constitutes or relates\nexclusively to any such Transferred Asset or Assets shall be a \"NON-TRANSFERABLE\nASSET\".  SBCL shall use its best efforts, and ActaMed shall reasonably cooperate\ntherein, to provide ActaMed with the benefit of any such Non-Transferable Asset.\n\n                    2.8.2     Anything in this Assets Purchase Agreement to the\ncontrary notwithstanding, SBCL shall not be obligated to sell, assign, transfer,\nconvey or deliver, or cause to be sold, assigned, transferred, conveyed or\ndelivered to ActaMed, and ActaMed shall not be obligated to purchase or assume,\nany Non-Transferable Asset without first having obtained all Required Consents\nor prevented the imposition of such Liability or obligation or diminution in\nvalue or use.  Both before and after the Applicable Transfer Date, SBCL and\nActaMed shall use their collective best efforts to obtain any Required Consents\nor to prevent the imposition of any\n\n\n                                    -10-\n\n\n\nsuch Liability or obligation or any such diminution in value or use so as to \ntransfer each such Non-Transferable Asset to ActaMed without adversely \nmodifying, amending or burdening such Non-Transferable Asset.  Any costs \nassociated with such efforts shall be borne by SBCL.\n\n                    2.8.3     To the extent that on a given Transfer Date, there\nis any Non-Transferable Asset, SBCL shall, from and after such Transfer Date,\ncooperate with ActaMed in any reasonable and lawful arrangement designed to\nprovide the benefit of such Non-Transferable Asset to ActaMed, and ActaMed, so\nlong as such benefit is so provided, shall satisfy or perform any Liability\nunder or in connection with such Non-Transferable Asset which would be a\nLiability assumed by ActaMed if such Non-Transferable Asset were a Transferred\nAsset.  Any costs associated with such efforts shall be borne by SBCL.\n\n                    2.8.4     At any time after a given Transfer Date, if any\nNon-Transferable Asset becomes capable of being sold, assigned, transferred,\nconveyed or delivered to ActaMed without a violating any Contract, License or\nRegulation or resulting in the imposition of any significant additional\nLiability or obligation on SBCL or ActaMed or a substantial diminution in the\nvalue or use of such Asset, then, at such time, such Non-Transferable Asset\nshall be deemed to have been sold, assigned, transferred, conveyed and delivered\nto ActaMed effective as of the Applicable Transfer Date hereof pursuant to the\nexecution and delivery of a Bill of Sale and Assignment and an Assumption\nAgreement with respect to the Transferred Assets on such Applicable Transfer\nDate; PROVIDED, HOWEVER, that if and to the extent that SBCL has theretofore\nprovided ActaMed with comparable assets or compensation for such Asset, an\nequitable adjustment shall be made between SBCL and ActaMed to effectuate fully\nthe intent of the foregoing provision.\n\n\n                                      ARTICLE 3   \n\n                            REPRESENTATIONS AND WARRANTIES\n\n\n     SECTION 3.1    BY SBCL.  Except as set forth on a Disclosure Schedule\nhereto, SBCL hereby represents and warrants to ActaMed, and shall (except as\ncontemplated by Section 2.5.2 hereof) represent and warrant to ActaMed on each\nTransfer Date as to itself and the SCAN Assets being transferred on such\nTransfer Date, as follows:\n\n                    3.1.1     CAPACITY AND VALIDITY.  SBCL has the full power\nand corporate authority necessary to enter into and perform its obligations\nunder this Assets Purchase Agreement and the other documents to be executed and\ndelivered by SBCL hereunder or in connection herewith (the \"SBCL DOCUMENTS\") and\nto consummate the transactions contemplated hereby and thereby.  This Assets\nPurchase Agreement and all other SBCL Documents have been or will be duly\nexecuted and delivered by SBCL, and constitute or will constitute the legal,\nvalid and binding obligations of SBCL, enforceable in accordance with their\nrespective terms except as enforceability may be limited by applicable equitable\nprinciples, or by bankruptcy, insolvency, reorganization, moratorium or similar\nlaws from time to time in effect\n\n\n                                    -11-\n\n\n\naffecting the enforcement of creditors' rights generally.   The execution, \ndelivery and performance of this Assets Purchase Agreement or any other SBCL \nDocument, and the consummation of the transactions contemplated hereby or \nthereby, will not violate any provisions of the articles of incorporation or \nbylaws of SBCL, or any Regulation or Court Order to which SBCL is subject.\n\n                    3.1.2     ORGANIZATION, GOOD STANDING AND FOREIGN\nQUALIFICATION.  SBCL is a corporation duly incorporated, validly existing and in\ngood standing under the laws of Delaware, and has the corporate power and\nauthority to carry on its business in such places as it has been and is now\nbeing conducted, and to own and lease the properties and assets which it now\nowns or leases, in each case in connection with its provision of Lab EDI\nServices.\n\n                    3.1.3     PROJECTIONS.\n\n                              (a)  The aggregate costs reflected by the line \nitems [*] attached hereto as DISCLOSURE SCHEDULE 3.1.3 (the \"PROJECTIONS\") \nare accurate in all material respects and do not omit to state any material \nfact required to be stated therein to make such Projections not misleading; \nPROVIDED that such Projections are indicative only of general expenses \n(excluding one-time or transactional expenses, which include any expenses \nincurred with respect to this transaction) for [*] projected to be incurred \nin connection with SBCL's provision of Lab EDI Services to [*] SCAN Sites and \nassume that ActaMed will provide services to only such number of SCAN Sites \nand only in the same manner that SBCL did prior to transfer.\n\n                              (b)  The Projections were prepared in accordance\nwith the books and records of SBCL in all material respects, which books and\nrecords have been properly maintained and are complete and correct in all\nmaterial respects.\n\n                              (c)  SBCL has not received any advice or\nnotification from its independent certified public accountants that SBCL has\nused any improper accounting practice that would have the effect of not\nreflecting or incorrectly reflecting in the Projections any expenses associated\nwith SBCL's provision of Lab EDI Services.\n\n                    3.1.4     ABSENCE OF CHANGES.  Except as contemplated by\nthis Assets Purchase Agreement, since December 1, 1997, SBCL's provision of Lab\nEDI Services has been carried on only in the ordinary course of SBCL's business,\nand there has not been any transaction or occurrence in which SBCL has:\n\n                              (a)  suffered or experienced any event or\ncondition materially increasing the expenses incurred by SBCL in the provision\nof Lab EDI Services;\n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n\n                                    -12-\n\n\n\n                              (b)  increased the rate of compensation payable or\nto become payable by it to any of the Transferred Employees or agreed to do so,\nexcept general hourly rate increases, normal merit increases and increases due\nto promotions;\n\n                              (c)  failed to provide notice to ActaMed that it\nhired or committed to hire any Person who will perform services directly\nrelating to SBCL's provision of Lab EDI Services, or terminated or received the\nresignation of any Transferred Employee;  \n\n                              (d)  through negotiation or otherwise, made any\ncommitment or incurred any Liability, whether or not enforceable, to any labor\norganization affecting Transferred Employees;\n\n                              (e)  directly or indirectly paid or entered into a\nContract to pay any severance or termination pay to any Transferred Employee; \n\n                              (f)  experienced problems with the SCAN Network \nor [*] (as defined in the Services Agreement) (such as network operations, \nquality assurance or software development problems) which have materially and \nadversely affected SBCL's provision of Lab EDI Services to SBCL Sites in \nRegions not yet transferred to ActaMed pursuant to this Assets Purchase \nAgreement.\n\n                    3.1.5     REAL PROPERTY.  SBCL neither owns nor leases\n(either as lessee or lessor) any real property related exclusively to its\nprovision of Lab EDI Services. \n\n                    3.1.6     PERSONAL PROPERTY.\n\n                              (a)  SBCL owns and has good title to the SCAN\nAssets, free and clear of any and all Liens of any kind or nature.\n\n                              (b)  DISCLOSURE SCHEDULE 3.1.6 contains  (i) a\nsample configuration of a PC System which is representative of PC Systems\nprovided to Automated Providers by SBCL for the provision of Lab EDI Services,\nand (ii) a list of the SCAN Assets in the Region being transferred, which list\nis true and complete in all material respects to the best of SBCL's knowledge. \n\n                              (c)  SBCL does not lease any equipment, machinery\nor other items of tangible personal property for use exclusively in the\nprovision of Lab EDI Services.  SBCL does not lease any personal property as\nlessor in connection with its provision of Lab EDI Services.\n\n                              (d)  As of the Region One Transfer Date, there \nare not less than [*] SBCL Sites located in all Regions.\n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n                                    -13-\n\n\n\n                    3.1.7     COMPLIANCE WITH LAWS.\n\n                              (a)  To the best knowledge of SBCL, in its\nprovision of Lab EDI Services, SBCL has complied in all material respects with\nall applicable Regulations relating to the provision of Lab EDI Services.\n\n                              (b)  To the best knowledge of SBCL, the SCAN\nSoftware complies as of the Region One Transfer Date with all applicable\nRegulations relating to SBCL's provision of Lab EDI Services.\n\n                              (c)  SBCL has obtained all consents or approvals\nrequired from, has made all necessary filings with, and has provided all\nrequired notices to, any governmental body or agency or any other third party in\nconnection with the execution and delivery of this Assets Purchase Agreement or\nany of the SBCL Documents.\n\n                    3.1.8     LITIGATION AND CLAIMS.  There are no outstanding\nCourt Orders or quasi-judicial or administrative decisions to which SBCL is\nsubject relating to the SCAN Assets located at SBCL Sites and there is no\nLitigation pending or, to SBCL's knowledge, threatened relating to (i) the SCAN\nAssets located at SBCL Sites or (ii) SBCL's provision of Lab EDI Services.  SBCL\nhas not been advised by any attorney representing it that there are any \"loss\ncontingencies\" (as defined in FASB 5), which would be required by FASB 5 to be\ndisclosed or accrued in SBCL's financial statements by reason of the Lab EDI\nServices provided by SBCL.\n\n                    3.1.9     CONTRACTS AND COMMITMENTS; WARRANTIES.\n\n                              (a)  DISCLOSURE SCHEDULE 3.1.9 contains, to the\nbest knowledge of SBCL, a list, which is true and correct in all material\nrespects, of all Vendor Contracts and all Contracts to which SBCL is a party\nsolely because it provides Lab EDI Services using the SCAN Network, except for\nContracts (other than Vendor Contracts) that (i) are terminable on thirty (30)\ndays or less notice by SBCL without any Liability, (ii) are described in any\nother Section of the Disclosure Schedule hereto, or (iii) do not require\npayments in excess of $5,000 in the aggregate following the date hereof (unless\nrenewed which renewal is at the discretion of ActaMed).\n\n                              (b)  Each of the Contracts listed in DISCLOSURE\nSCHEDULE 3.1.9, or described in this Section 3.1.9, is in full force and effect.\nNo Default by SBCL under any of the terms or conditions set forth in any of the\nContracts to which SBCL is a party or any document or instrument related thereto\nhas occurred or been asserted by any party which could result in acceleration of\nany obligations under or termination of the Contract.  The execution, delivery\nand performance of this Assets Purchase Agreement or any other SBCL Document,\nand the consummation of the transactions contemplated hereby or thereby, will\nnot conflict with, result in a breach of, or constitute a Default under any\nContract to which SBCL is a party or by which it is bound, affect the\ncontinuation, validity and effectiveness of any of such Contracts, or any terms\nthereof, or result in the creation of any Lien upon any of the SCAN Assets\nlocated at SBCL Sites, or result in the acceleration of the maturity of any\npayment date of any of SBCL's\n\n\n                                    -14-\n\n\n\nobligations, or increase or adversely affect the obligations of SBCL \nthereunder.  SBCL has provided, upon request, true, correct and complete \ncopies of the Contracts referred to in DISCLOSURE SCHEDULE 3.1.9 to ActaMed \nfor review.\n\n                    3.1.10    CONDITION OF ASSETS.  To the best of SBCL's\nknowledge, the PC Systems located at SBCL Sites in a Region to be transferred on\nan Applicable Transfer Date are in good operating condition so as to allow, in\nthe aggregate, a level of connectivity with the SCAN Network which is consistent\nwith SBCL's historically experienced level of connectivity.  No representation\nor warranty is hereby given as to the condition or state of repair of any\nindividual component of a PC System.\n\n                    3.1.11    BROKERS AND FINDERS.  No third party is entitled\nto receive any commission, fees or similar consideration in connection with the\ntransactions contemplated by this Assets Purchase Agreement based on any\narrangement or agreement made by or on behalf of SBCL.\n\n\n                    3.1.12    INVESTMENT REPRESENTATIONS; LEGEND ON SHARES.\n\n                              (a)  SBCL hereby acknowledges that (i) the shares\nof Series D Preferred Stock (or, if applicable, Conversion Shares) delivered\npursuant to this Assets Purchase Agreement have not been registered under the\nSecurities Act, and the resale of such shares is therefore subject to\nrestrictions imposed by federal and state securities laws including without\nlimitation that such shares cannot be sold or otherwise disposed of except in a\ntransaction which is registered under the Securities Act or exempted from\nregistration; (ii) ActaMed has advised SBCL, a reasonable time prior to the\nexecution of this Assets Purchase Agreement, that the shares have not been\nregistered under the Securities Act; and (iii) all certificates representing the\nshares delivered to SBCL shall be stamped or otherwise imprinted with a legend\nsubstantially in the following form (together with any other legend required by\nstate law), and that stop transfer orders will be given to ActaMed's transfer\nagent:\n\n               \"THESE SECURITIES HAVE NOT BEEN REGISTERED\n               UNDER THE SECURITIES ACT OF 1933 OR ANY STATE\n               SECURITIES ACTS AND MAY NOT BE TRANSFERRED OR\n               OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN\n               REGISTERED UNDER THE SECURITIES ACT OF 1933 AND\n               ANY APPLICABLE STATE SECURITIES ACTS OR\n               EXEMPTIONS FROM SUCH REGISTRATIONS ARE\n               AVAILABLE.\"\n\n                              (b)  SBCL is an accredited investor (as such term\nis defined in Rule 506 of Regulation D promulgated by the SEC) and is acquiring\nthe shares of Series D Preferred Stock (and, if applicable, Conversion Shares)\nfor its own account for investment purposes only, and not with a view to the\ndistribution, transfer, or assignment of the same in whole or in part.  SBCL has\nbeen represented by counsel and advisers, each of whom has been\n\n\n                                    -15-\n\n\n\n\npreviously selected by SBCL, as SBCL has found necessary to consult \nconcerning this Assets Purchase Agreement and the shares to be issued \npursuant to this Assets Purchase Agreement.  SBCL, either alone or with its \nrepresentative(s), has such knowledge and experience in financial or business \nmatters that it is capable of evaluating the merits and risks of the \nprospective investment.  SBCL and its counsel and other advisers have been \nprovided with such information concerning ActaMed as they have deemed \nrelevant with respect to SBCL's investment decision relating to the shares \nbeing delivered to it.  SBCL has had a reasonable opportunity to ask \nquestions and receive answers concerning the terms and conditions of the \ntransactions contemplated by this Assets Purchase Agreement, to discuss \nActaMed's business, management and financial affairs with the management of \nActaMed, and to obtain any additional information which ActaMed possesses or \ncan acquire without unreasonable effort or expense that is necessary to \nverify the accuracy of the information furnished.  SBCL has received \nsatisfactory responses from management of ActaMed to SBCL's inquiries.\n\n                    3.1.13    THIRD PARTY SOFTWARE.  SBCL has sufficient rights\nand licenses in Third Party Software to convey the rights contemplated by\nSection 1.2 hereof, free and clear of any liens, claims or encumbrances, in each\ncase subject to the exclusions and limitations expressly set forth in Section\n1.2 hereof.\n\n                    3.1.14    SCHEDULES.  All Sections of the Disclosure\nSchedule referenced in this Section 3.1 are true, correct and complete as of the\ndate of this Assets Purchase Agreement, and will be true, correct and complete\nas of each Transfer Date.  Matters disclosed in each such Section of the\nDisclosure Schedule shall be deemed disclosed for purposes of the matters to be\ndisclosed in any Section of the Disclosure Schedule.\n\n     SECTION 3.2    BY ACTAMED.  Except as set forth on a Disclosure Schedule\nhereto, ActaMed hereby represents and warrants to SBCL, and will represent and\nwarrant to SBCL on each Transfer Date, as follows:\n\n                    3.2.1     ORGANIZATION, GOOD STANDING AND AUTHORITY. \nActaMed is a duly organized and validly existing corporation in good standing\nunder the laws of the State of Georgia and has full corporate power and\nauthority to carry on its business, to own and operate its properties and\nassets, and to consummate the transactions contemplated by this Assets Purchase\nAgreement and the other documents to be executed and delivered by ActaMed\nhereunder (the \"ACTAMED DOCUMENTS\").  ActaMed is currently engaged in the\nActaMed Business and is qualified to do business as a foreign corporation in\neach jurisdiction in which the failure to be so qualified would have a Material\nAdverse Effect.  The Fourth Amended Articles have been duly filed and are\ncurrently in effect.  ActaMed has delivered to SBCL true, correct and complete\ncopies of the Fourth Amended Articles and the bylaws of ActaMed, including all\namendments thereto, as presently in effect.  ActaMed has all governmental\nlicenses, authorizations, consents and approvals required to carry on the\nActaMed Business as now conducted and as proposed to be conducted and to own,\noperate and lease its properties and\n\n\n                                    -16-\n\n\n\n\nassets, except for those licenses, authorizations, consents and approvals the \nfailure of which to have would not have a Material Adverse Effect.\n\n                    3.2.2     AUTHORIZATION OF AGREEMENT, NO BREACH.  The\nexecution and delivery of this Assets Purchase Agreement have been duly\nauthorized by all necessary corporate action on the part of ActaMed, and no\nfurther corporate action of any nature is required pursuant to the Articles or\nthe bylaws of ActaMed.  All Persons who have executed or will execute this\nAssets Purchase Agreement, or any other agreement or document called for by this\nAssets Purchase Agreement on behalf of ActaMed have been duly authorized to do\nso by all necessary corporate action.  This Assets Purchase Agreement and the\nother ActaMed Documents have been duly executed and delivered by ActaMed and\nconstitute legal, valid and binding obligations of ActaMed, enforceable against\nActaMed in accordance with their respective terms, except as enforceability may\nbe limited by applicable equitable principles, or by bankruptcy, insolvency,\nreorganization, moratorium or similar laws from time to time in effect affecting\nthe enforcement of creditors' rights generally.  The execution, delivery and\nperformance of this Assets Purchase Agreement and the other ActaMed Documents\nand the consummation of the transactions contemplated hereby and thereby will\nnot (1) violate or result in a breach of or Default or acceleration under the\nArticles or the bylaws of ActaMed or any material contract to which ActaMed is a\nparty or is bound, (2) violate any Court Order, quasi-judicial or administrative\ndecision or award of any court, arbitrator, mediator, tribunal, administrative\nagency or governmental body applicable to or binding upon ActaMed or upon the\nsecurities, property or business of ActaMed or (3) violate any Regulation\nrelating to ActaMed, or to the securities, property, or business of ActaMed.\n\n                    3.2.3     ACTAMED FINANCIAL STATEMENTS.\n\n                              (a)  DISCLOSURE SCHEDULE 3.2.3 hereto contains a\ntrue and correct copy of (i) the balance sheets of ActaMed at December 31, 1995\nand December 31, 1996 and the statements of operations, statements of\nstockholders equity and statements of cash flows of ActaMed for the years ended\nDecember 31, 1995 and December 31, 1996, which have been audited by Deloitte &amp; Touche, LLP independent accountants (the \"ACTAMED FINANCIAL STATEMENTS\"),  and\n(ii) the unaudited balance sheets of ActaMed at September 30, 1997 and the\nstatements of operations, statements of stockholders equity and statements of\ncash flows of ActaMed for quarter ended September 30, 1997 (the \"ACTAMED\nUNAUDITED STATEMENTS\").\n\n                              (b)  The ActaMed Financial Statements have been\nprepared in accordance with GAAP applied on a consistent basis during the\nrespective periods covered thereby.  The ActaMed Financial Statements are\ncorrect and complete and present fairly in all material respects the financial\nposition of ActaMed at the date of the balance sheets included therein and the\nresults of operations and cash flows of ActaMed for the respective periods\ncovered by the statements of operations and cash flows included therein. \nActaMed has no material obligations or liabilities of any nature whatsoever\n(whether absolute, accrued, contingent or otherwise and whether due or not due)\nwhich would be required by GAAP to be\n\n\n                                    -17-\n\n\n\ndisclosed in the ActaMed Financial Statements and which, either individually \nor in the aggregate, would have a Material Adverse Effect and which are not \ndisclosed by the ActaMed Financial Statements.\n\n                              (c)  The ActaMed Unaudited Statements have been\nprepared in reasonable detail and in accordance with GAAP applied consistently\nthroughout the periods reflected therein (except as otherwise disclosed therein)\nand certified by the chief financial officer of ActaMed as presenting fairly the\nfinancial condition and results of operations of ActaMed and any of its\nSubsidiaries for the periods covered by the statements (subject to customary\nexceptions for interim unaudited financial statements).\n\n                    3.2.4     CONSENTS.  No consent, approval or authorization\nof, or qualification, designation, declaration or filing with, or notice to any\ngovernmental authority on the part of ActaMed is required in connection with (a)\nthe valid execution and delivery of the ActaMed Documents and (b) the issuance\nof the shares of Series D Preferred Stock (and, if applicable, the Conversion\nShares), except the filing of the Fourth Amended Articles in the office of the\nSecretary of State of the State of Georgia, which filing will be accomplished\nconcurrently with the execution and delivery of this Assets Purchase Agreement.\n\n                    3.2.5     CAPITALIZATION.\n\n                              (a)  After giving effect to the authorization of\nthe shares of Series D Preferred Stock, the capital stock of ActaMed, as\nauthorized by its Articles consists of the authorized, issued and outstanding\ncapital stock set forth on DISCLOSURE SCHEDULE 3.2.5.  None of such issued\nshares is held in the treasury of ActaMed.  ActaMed does not have outstanding\nany stock or securities convertible into or exchangeable for any shares of its\ncapital stock and no Person has any right against ActaMed to subscribe for or to\npurchase, or any options for the purchase, or any agreements providing for the\nissuance, of any capital stock or any stock or securities convertible into\ncapital stock of ActaMed.\n                              (b)  All of the issued and outstanding shares \nof ActaMed capital stock have been validly issued and are fully paid and \nnon-assessable.  The shares of Series D Preferred Stock, when issued to SBCL \npursuant to this Assets Purchase Agreement, will be validly issued, fully \npaid and nonassessable, will have the designations, preferences, limitations, \nand relative rights set forth in the Articles and will be free and clear of \nall liens, claims and encumbrances.  Any and all of the Conversion Shares, \nwhen issued, will be validly issued, fully paid and nonassessable.\n\n                    3.2.6     REGISTRATION RIGHTS.  Except as set forth in the\nRegistration Rights Agreement, ActaMed will not be under any obligation to\nregister under the Securities Act any of its then outstanding securities or any\nof its securities which may thereafter be issued.\n\n                    3.2.7     OFFERING.  Subject to the accuracy of\nrepresentations and warranties by SBCL in Section 3.1 hereof, the issuance of\nthe shares of Series D Preferred Stock (and the\n\n\n                                    -18-\n\n\n\nissuance of the Conversion Shares) on the Applicable Transfer Date \nconstitutes a transaction exempt from the registration requirements of \nSection 5 of the Securities Act, and from the qualification requirements of \nany applicable state securities or \"blue sky\" laws.\n\n                    3.2.8     CHANGES.  Since the date of the latest ActaMed\nUnaudited Statements, there has not been (i) any adverse change in the assets,\nliabilities, financial condition or operations of the ActaMed Business from that\nreflected in the ActaMed Financial Statements, other than changes in the\nordinary course of business, none of which individually or in the aggregate has\nhad a Material Adverse Effect or (ii) any adverse change in the prospects of the\nActaMed Business or any other event or condition (or events or conditions) of\nany character which, either individually or cumulatively, has had a Material\nAdverse Effect.\n\n                    3.2.9     SUBSIDIARIES.  Other than EDI Services Inc.,\nActaMed has no Subsidiaries.  Except as set forth in this Assets Purchase\nAgreement, ActaMed does not own, or have the right to acquire, any securities or\nother equity or ownership interest in any corporation, association or other\nbusiness entity or Person.\n\n                    3.2.10    PENDING LITIGATION, ETC.  There are no actions at\nlaw, suits in equity or other proceedings or, to the knowledge of ActaMed,\ninvestigations in any court, tribunal or by or before any other governmental or\npublic authority or agency or any arbitrator or arbitration panel or any\ngovernmental or private third-party insurance agency, pending or, to the\nknowledge of ActaMed, threatened against or affecting ActaMed that either\nindividually or in the aggregate, would have a Material Adverse Effect, or,\nwould question the validity or enforceability of this Assets Purchase Agreement,\nthe ActaMed Documents, or any of the transactions contemplated hereby and\nthereby.  ActaMed is not in default with respect to any Court Order.\n\n                    3.2.11    TITLE TO PROPERTIES.  ActaMed has good and\nmarketable title to its properties and assets and has good title to all its\nrespective leasehold interests, in each case subject to no Lien, other than as\nset forth on DISCLOSURE SCHEDULE 3.2.11 hereto.  DISCLOSURE SCHEDULE 3.2.11\naccurately lists with respect to the personal property owned by ActaMed (i) each\nfinancing statement, deed, agreement or other instrument which has been filed,\nrecorded or registered pursuant to any Regulation that names a business entity\nas debtor or lessee or as the grantor or the transferor of the interest created\nthereby, and (ii) as to each such financing statement, deed, agreement or other\ninstrument, the names of the debtor, lessee, grantor or transferor and the\nsecured party, lessor, grantee or transferee and the name of the jurisdiction in\nwhich such financing statement, deed, agreement or other instrument has been\nfiled, recorded or registered.\n\n                    3.2.12    INTELLECTUAL PROPERTY, ETC.  ActaMed owns or\npossesses the rights to use, free from burdensome restrictions or conflicts with\nthe rights of others, all Intellectual Property necessary for the conduct of the\nActaMed Business as now conducted and as proposed to be conducted.  All licenses\nconstituting ActaMed's Intellectual Property are in full force and effect and\nconstitute legal, valid and binding obligation of the respective parties\nthereto, and\n\n\n                                    -19-\n\n\n\nthere have not been and are not any Defaults thereunder by any party.  There \nare no outstanding options, licenses, or material agreements of any kind \nrelating to the foregoing, nor is ActaMed bound by or a party to any options, \nlicenses or agreements of any kind with respect to such Intellectual \nProperty.  ActaMed has not received any communications alleging that it has \nviolated or, by conducting its business as proposed, would violate any of the \nIntellectual Property rights of any other Person.  To ActaMed's knowledge, \nnone of its employees is obligated under any contract (including licenses, \ncovenants or commitments of any nature) or other agreement, or subject to any \njudgment, decree or order of any court or administrative agency, that would \ninterfere with the use of their best efforts to promote the interests of \nActaMed or that would conflict with the ActaMed Business as proposed to be \nconducted.  Neither the execution nor delivery of this Assets Purchase \nAgreement, nor the carrying on of the ActaMed Business by the employees of \nActaMed, nor the conduct of the ActaMed Business as proposed, will, to \nActaMed's knowledge, conflict with or result in a breach of the terms, \nconditions or provisions of, or constitute a Default under, any Contract \nunder which any of such employees is now obligated.  ActaMed does not believe \nit is or will be necessary to utilize any inventions of any of its employees \n(or people it currently intends to hire) made prior to their employment by \nActaMed.\n\n                    3.2.13    COMPLIANCE WITH OTHER INSTRUMENTS.  ActaMed is not\nin violation of or in Default in any material respect under any term of its\norganizational documents, any term or provision of any mortgage, indenture,\ncontract, agreement, instrument, judgment or decree, and is not in violation in\nany material respect of any applicable Regulation, and to ActaMed's knowledge,\nthere is no state of facts which, with the passage of time or giving of notice\nor both, would constitute any such violation or Default that would in the\naggregate have a Material Adverse Effect.  The execution, delivery and\nperformance of and compliance with the ActaMed Documents, the issuance of the\nshares of Series D Preferred Stock (and the Conversion Shares) and the\nconsummation of any other transaction contemplated by the ActaMed Documents have\nnot resulted and will not result in any such violation, or be in conflict with,\nor constitute a Default under any of the foregoing, or result in the creation of\nany Lien upon any of the properties or assets of ActaMed.\n\n                    3.2.14    COMPLIANCE WITH LAW.  ActaMed is in compliance\nwith all Regulations to which it is subject, the violation of which, either\nindividually or in the aggregate, would have a Material Adverse Effect.  The\nexecution, delivery or performance of this Assets Purchase Agreement or any of\nthe other ActaMed Documents, and the consummation of the transactions\ncontemplated by the ActaMed Documents, will not cause ActaMed to be in violation\nof any Regulation.\n\n                    3.2.15    EMPLOYEES.  To the knowledge of ActaMed, no\nemployee of ActaMed is in violation of any term of any employment contract,\npatent disclosure agreement or any other Contract relating to the Intellectual\nProperty of ActaMed or the relationship of any such employee with such entity or\nany other party. \n\n\n                                    -20-\n\n\n\n\n\n                    3.2.16    EMPLOYEE BENEFIT PLANS.\n\n\n                              (a)  DISCLOSURE SCHEDULE  3.2.16  contains a\ncurrent, correct and complete list of all the Employee Benefit Plans. \n\n                              (b)  All Employee Benefit Plans conform (and at\nall times have conformed) in all material respects to, and are being\nadministered and operated (and have at all times been administered and operated)\nin material compliance with, the requirements of ERISA, the Code and all other\napplicable Regulations.  All returns, reports and disclosure statements required\nto be made under ERISA and the Code with respect to all such Employee Benefit\nPlans have been timely filed or delivered.  There have not been any \"prohibited\ntransactions,\" as such term is defined in Section 4975 of the Code or Section\n406 of ERISA, involving any of the Employee Benefit Plans, that could subject\nActaMed to any material penalty or tax imposed under the Code or ERISA.\n\n                              (c)  Any Employee Benefit Plan intended to be\nqualified under Section 401(a) of the Code and exempt from tax under Section\n501(a) of the Code has been determined by the Internal Revenue Service to be so\nqualified or an application for such determination is pending.  Any such\ndetermination that has been obtained remains in effect and has not been revoked,\nand with respect to any application that is pending, ActaMed has no reason to\nsuspect that such application for determination will be denied.  Nothing has\noccurred since the date of any such determination that is reasonably likely to\naffect adversely such qualification or exemption, or result in the imposition of\nexcise taxes or income taxes or unrelated business income under the Code or\nERISA with respect to any such Employee Benefit Plan.\n\n                              (d)  ActaMed and the ERISA Affiliates do not\nsponsor or contribute to, and have not in the past sponsored or contributed to,\nand have no Liability with respect to, any defined benefit plan subject to Title\nIV of ERISA or any multi-employer plan (as defined in Section 3(37) of ERISA). \nNeither ActaMed nor any ERISA Affiliate has any current or contingent obligation\nto any multi-employer plan (as defined in Section 3(37) of ERISA). ActaMed does\nnot have any Liability with respect to any employee benefit plan or arrangement\nother than with respect to the Employee Benefit Plans listed in DISCLOSURE\nSCHEDULE 3.2.16.\n\n                              (e)  There are no pending or, to the knowledge of\nActaMed, threatened claims by or on behalf of any such Employee Benefit Plans,\nor by or on behalf of any individual participants or beneficiaries of any such\nEmployee Benefit Plans, alleging any violation of ERISA or any other Applicable\nRegulations, or claiming benefit payments (other than those made in the ordinary\noperation of such plans), nor is there, to the knowledge of ActaMed, any basis\nfor such claim.  Such Employee Benefit Plans are not the subject of any pending\n(or to the knowledge of ActaMed, any threatened) investigation or audit by the\nInternal Revenue Service, the U.S. Department of Labor or the Pension Benefit\nGuaranty Corporation or any similar regulatory agency, foreign or domestic.\n\n\n                                    -21-\n\n\n\n                              (f)  ActaMed has timely made all required payments\nand contributions under the Employee Benefit Plans including the payment of all\ninsurance premiums.  All such payments and contributions have been deducted\nfully by ActaMed for federal income tax purposes.  Such deductions have not been\nchallenged or disallowed by any governmental entity and ActaMed has no reason to\nbelieve that such deductions are not properly allowable.  ActaMed has not\nincurred any Liability for any tax, excise tax, penalty or fee with respect to\nany Employee Benefit Plan, and, to the best of ActaMed's knowledge, no event has\noccurred and no circumstance exists or has existed that could give rise to any\nsuch Liability.  \n\n                              (g)  The execution of and performance of the\ntransactions contemplated by this Assets Purchase Agreement will not (either\nalone or upon the occurrence of any additional or subsequent events) result in\nany payment, acceleration, vesting or increase in benefits with respect to any\nemployee or former employee of ActaMed, including one that would be an \"excess\nparachute payment\" under Section 280G of the Code.\n\n                              (h)  ActaMed does not maintain any plan or\narrangement that provides post retirement medical benefits, post retirement\ndeath benefits or other post retirement welfare benefits, other than to the\nextent required by Part 6 of Title I of ERISA.  \n\n                              (i)  ActaMed does not maintain or contribute to,\nnor has it in the past maintained or contributed to, any \"welfare benefit fund\"\n(within the meaning of Section 419 of the Code).\n\n                              (j)  Any Employee Benefit Plan that is a group\nhealth plan (within the meaning of Section 4980B(g)(2) of the Code) complies and\nhas been administered in material respects in accordance with all of the\napplicable requirements of Section 4980B of the Code, Part 6 of Title I of\nERISA, Title XXII of the Public Health Service Act, the Social Security Act and\nall other applicable Regulations.\n\n                              (k)  Any Employee Benefit Plan that is a group\nhealth plan (within the meaning of Section 4980D(f)(1) of the Code) complies and\nhas been administered in material respects in accordance with all of the\napplicable requirements of Subtitle K of the Code, Part 7 of Title I of ERISA, \nthe Public Health Service Act and all other applicable Regulations, and\n\n                              (l)  Neither ActaMed nor any ERISA Affiliate has\ncontributed to a non-conforming group health plan (as that term is defined in\nCode section 5000(c)) or incurred any tax liability under Code section 5000(a).\n\n                    3.2.17    COMPLIANCE WITH ENVIRONMENTAL LAWS.\n\n                              (a)  ActaMed is in compliance with all applicable\nenvironmental Regulations applicable to the ActaMed Business with respect to all\ndischarges into the ground and surface water, emissions into the ambient air and\ngeneration, accumulation,\n\n\n                                    -22-\n\n\n\n\nstorage, treatment, recycling, transportation, labeling or disposal of waste \nmaterials or process by-products, except violations which, either \nindividually or in the aggregate, would not have a Material Adverse Effect.  \nActaMed is not liable for any material penalties, fines or forfeitures for \nfailure to comply with any of the foregoing.  All licenses, permits or \nregistrations required for the ActaMed Business as presently conducted and \nproposed to be conducted, under any environmental Regulations have been or \nwill, in a timely manner, be obtained or made, other than such licenses, \npermits or registrations as to which the failure to obtain or make, either \nindividually or in the aggregate, will not have a Material Adverse Effect, \nand ActaMed is in compliance therewith in all material respects.\n\n                              (b)  No release, emission or discharge into the\nenvironment of hazardous substances, as defined under the Comprehensive\nEnvironmental Response, Compensation, and Liability Act, as amended, or\nhazardous waste, as defined under the Resource Conservation and Recovery Act, or\nair pollutants as defined under the Clean Air Act, or pollutants, as defined\nunder the Clean Water Act, by ActaMed has occurred or is presently occurring on\nor from any property owned or leased by ActaMed in excess of federal, state or\nlocal permitted releases or reportable quantities, or other concentrations,\nstandards or limitations under the foregoing Regulations governing the\nprotection of health and the environment or under any other Regulations (then or\nnow applicable, as the case may be) other than such releases, emissions or\ndischarges, either individually or in the aggregate, would not have a Material\nAdverse Effect.\n\n                              (c)  To its knowledge, ActaMed has never (1)\nowned, occupied or operated a site or structure on or in which any hazardous\nsubstance was or is stored, transported or disposed of in violation of any\nenvironmental Regulations at such time as such site or structure was owned,\noccupied or operated by ActaMed or at any other time, or (2) transported or\narranged for the transportation of any hazardous substance other than in full\ncompliance with all applicable environmental Regulations governing the ActaMed\nBusiness or the storage, transportation or disposal of hazardous substances\nexcept for such violations as, either individually or in the aggregate, would\nnot have a Material Adverse Effect.  ActaMed has never caused or been held\nlegally responsible for any release or threatened release of any hazardous\nsubstance, or received notification from any federal, state or other\ngovernmental authority of any such release or threatened release, or that\nActaMed may be required to pay any costs or expenses incurred or to be incurred\nin connection with any efforts to mitigate the environmental impact of any\nrelease or threatened release, of any hazardous substance from any site or\nstructure owned, occupied or operated by ActaMed, except such releases or\nthreatened releases as, either individually or in the aggregate, would not have\na Material Adverse Effect.\n\n                    3.2.18    INSURANCE.  The ActaMed Business has fire,\ncasualty, liability, and business interruption insurance policies with\nrecognized insurers, in such amounts and with such coverage as set forth on\nDISCLOSURE SCHEDULE 3.2.18. \n\n\n                                    -23-\n\n\n\n\n                    3.2.19    MATERIAL CONTRACTS AND AGREEMENTS.  DISCLOSURE\nSCHEDULE 3.2.19 lists the parties to, and subject matter of, all material\nContracts of the ActaMed Business, including without limitation, all employment\nor labor contracts, leases or compensation plans.  Except as set forth on such\nSchedule, all Contracts set forth on such list are valid, binding, and in full\nforce and effect, without any breach by ActaMed or, to ActaMed's knowledge, any\nother party thereto.\n\n                    3.2.20    TAXES.  All federal, state and other tax returns\nof ActaMed required by law to be filed have been duly filed and all federal,\nstate and other Taxes, assessments, fees and other federal governmental charges\nupon ActaMed or any of the properties, incomes or assets of ActaMed that are due\nand payable have been paid.  No extensions of the time for the assessment of\ndeficiencies have been granted to ActaMed in connection with any federal tax,\nassessment, fee or other federal governmental charge.  There are no Liens, on\nany properties or assets of the ActaMed Business imposed or arising as a result\nof the delinquent payment or the non-payment of any tax, assessment, fee or\nother governmental charge that, either individually or in the aggregate, would\nhave a Material Adverse Effect.\n\n                              (a)  ActaMed has not assumed and is not liable for\nany Tax liability of any other Person, including any predecessor corporation, as\na result of any purchase of assets or other business acquisition transaction; \n\n                              (b)  ActaMed has not indemnified or agreed to\nindemnify any other Person or otherwise agreed to pay on behalf of any other\nPerson tax liability growing out of or which may be asserted on the basis of any\ntax treatment adopted with respect to all or any aspect of such a business\nacquisition transaction;\n\n                              (c)  The charges, accruals and reserves, if any,\non the books of ActaMed in respect of all Taxes for all fiscal periods to date\nare adequate in accordance with GAAP, and ActaMed knows of no additional unpaid\nassessments for such periods or other governmental charges payable by ActaMed in\nconnection with the execution and delivery of this Assets Purchase Agreement,\nthe ActaMed Documents or the issuance of the Shares of Series D Preferred Stock\nby ActaMed, other than stock transfer taxes, recording fees and filing fees in\nconnection with state securities or \"blue sky\" filings.\n\n                    3.2.21    INVESTMENT COMPANY.  ActaMed is not an \"investment\ncompany\", or an \"affiliated person\" of an \"investment company\", or a company\n\"controlled\" by an \"investment company\" as such terms are defined in the\nInvestment Company Act of 1940, as amended, and ActaMed is not an \"investment\nadviser\" or an \"affiliated person\" of an \"investment adviser\" as such terms are\ndefined in the Investment Advisers Act of 1940, as amended.\n\n\n                                    -24-\n\n\n\n\n                    3.2.22    LABOR RELATIONS.  ActaMed is not engaged in any\nunfair labor practices.  There is:\n\n                              (a)  no unfair labor practice complaint pending\nor, to the best of ActaMed's knowledge, threatened against ActaMed before the\nNational Labor Relations Board or any court or labor board, and no grievance or\narbitration proceedings arising out of or under collective bargaining agreements\nis so pending or, to the best of ActaMed's knowledge, threatened,\n\n                              (b)  no strike, lock-out, labor dispute, slowdown\nor work stoppage pending or, to the best of ActaMed's knowledge, threatened\nagainst ActaMed, and\n\n                              (c)  no union representation or certification\nquestion existing or pending with respect to the employees of ActaMed, and, to\nthe best knowledge of ActaMed, no union organization activity taking place,\nother than such actions or proceedings as, either individually or in the\naggregate, would not have a Material Adverse Effect.\n\n                    3.2.23    NO CONFLICT OF INTEREST.  ActaMed is not indebted,\ndirectly or indirectly, to any Substantial Holder, or, to ActaMed's knowledge,\nto any Affiliate of a Substantial Holder, in any amount whatsoever.  To the best\nknowledge of ActaMed, no Substantial Holders, or any of their Affiliates, are\nindebted to any firm or corporation with which ActaMed is affiliated or with\nwhich ActaMed has a business relationship, or any firm or corporation which\ncompetes with ActaMed.  Except as contemplated by the ActaMed Documents, no\nSubstantial Holder, or, to ActaMed's knowledge, any Affiliate of a Substantial\nHolder, is directly or indirectly interested in any contract with ActaMed or any\nof its Subsidiaries.\n\n                    3.2.24    BROKERS OR FINDERS.  No broker, agent, finder or\nconsultant or other Person has been retained by or on behalf of ActaMed (other\nthan legal or accounting advisors), or is or may be entitled to be paid based\nupon any agreements or understandings made by ActaMed in connection with the\ntransactions contemplated hereby.\n\n                    3.2.25    FULL DISCLOSURE.  This Assets Purchase Agreement,\nthe other ActaMed Documents, and any report or financial statement referred to\nin this Section 3.2 hereof and any certificate, report, statement or other\nwriting furnished to  SBCL by or on behalf of ActaMed in connection with the\nnegotiation of this Assets Purchase Agreement and the other ActaMed Documents\nand the sale of the shares of Series D Preferred Stock, taken as a whole, do not\ncontain any untrue statement of a material fact or omit to state a material fact\nwith respect to which disclosure has been requested and which is necessary to\nmake the statements contained herein or therein not misleading.\n\n\n                                    -25-\n\n\n\n\n\n                                      ARTICLE 4   \n\n                                  TRANSITION MATTERS\n\n\n     SECTION 4.1    PRIOR TO REGION TRANSFER.\n\n                    4.1.1     SBCL CONTINUED OPERATION.  Except (i) as \ncontemplated by the Implementation Plan, (ii) with the prior written consent \nof ActaMed, or (iii) as necessary to effect the transactions contemplated by \nthis Assets Purchase Agreement, SBCL shall, with respect to all SBCL Sites in \neach Region which has not been transferred, until the Applicable Transfer \nDate for the Region:\n\n                              (a)  provide Lab EDI Services using the SCAN\nNetwork in substantially the same manner as presently being conducted;\n\n                              (b)  use its best efforts to preserve its present\nrelationships with Automated Providers and vendors; and\n\n                              (c)  notify ActaMed of any development materially\nand adversely affecting its ability to provide Lab EDI Services, and of any\ngovernmental complaints, investigations or hearings (or written communications\nindicating that the same is contemplated) or administrative proceedings,\ninvolving its ability to provide Lab EDI Services, and permit its\nrepresentatives prompt access to all materials prepared in connection therewith.\n\n                    4.1.2     SCAN EXPENSE STATEMENTS.  SBCL will cooperate with\nActaMed and Ernst &amp; Young, or another of the \"Big 6\" national accounting firms\nchosen by ActaMed and approved by SBCL (\"CPA\"), and provide CPA access to SBCL's\nbusiness and accounting records relating to SBCL's provision of Lab EDI Services\nso that CPA may prepare audited financial statements, as of December 31, 1995,\nDecember 31, 1996, and December 31, 1997, with respect to SBCL's provision of\nsuch services, to the extent required for ActaMed to complete a registration of\nthe ActaMed Common Stock with the Securities Exchange Commission.  ActaMed will\nbe responsible for, and pay, the expense of said audit, and ActaMed and SBCL\nshall use their collective best efforts to cause said audit to be completed on\nor prior to April 30, 1998.\n\n     SECTION 4.2    REGION TRANSITION MATTERS.\n\n                    4.2.1     IMPLEMENTATION PLAN.  (a) As a further condition\nprecedent to the occurrence of the Region One Transfer Date, the parties have\nprepared a detailed plan regarding the transition of SBCL Sites into ActaMed\nSites (the \"IMPLEMENTATION PLAN\"), a copy of which is attached hereto as\nSCHEDULE 4.2.1.  SBCL's nominees to the Implementation Committee shall review\nthe Implementation Plan and shall notify ActaMed as to any proposed changes to\nthe Implementation Plan on or prior to January 15, 1998.  ActaMed shall\nimplement all such\n\n\n                                    -26-\n\n\n\nchanges, except to the extent its designees to the Implementation Committee \nreasonably believe that any such change would materially impact ActaMed's \nability to meet the Transfer Benchmarks or the Performance Standards (as \ndefined in the Services Agreement), or would have a Material Adverse Effect \non ActaMed.  If SBCL's designees to the Implementation Committee disagree \nwith ActaMed's assessment of a proposed change, the dispute shall be resolved \nin accordance with the provisions of Article IX hereof.  The Implementation \nPlan shall continue in force, without any modification in respect of the \ndisputed change, until resolution of the matter.\n\n                              (b)  In the event of any conflict between the\nterms of the Implementation Plan, on the one hand, and this Assets Purchase\nAgreement, the Services Agreement, the License or the Development Agreement, on\nthe other, the terms of the relevant Transaction Document shall govern and\ncontrol over those of the Implementation Plan.  \n\n                    4.2.2     IMPLEMENTATION COMMITTEE.  ActaMed and SBCL shall\nform an implementation committee, consisting of an equal number of\nrepresentatives of ActaMed and SBCL (the \"IMPLEMENTATION COMMITTEE\"), authorized\nand directed to (i) apply the Implementation Plan to each Region prior to it\nbeing transferred to ActaMed, (ii) oversee, manage and implement the transition\nof SBCL Sites into ActaMed Sites in accordance with the Implementation Plan;\n(iii) revise and adapt the Implementation Plan to changing circumstances; and \n(iv) determine the steps to be taken by the parties in those instances where the\nImplementation Plan does not address an issue or problem presented.  The\nImplementation Committee shall initially be comprised of the people named on\nSCHEDULE 4.2.2 hereto.  From such list, ActaMed and SBCL shall each designate\none person (each an \"RELATIONSHIP MANAGER\") who together will manage the\nImplementation Committee. \n\n                    4.2.3     ASSISTANCE FROM SBCL.  SBCL will provide resources\nto assist ActaMed in the transition of SBCL Sites to ActaMed Sites as more fully\nprovided in the Services Agreement.\n\n     SECTION 4.3    GENERAL COVENANTS.\n\n                    4.3.1     ACCESS TO PROPERTIES.  At all times prior to the\nlast Transfer Date, the Transferred Employees, attorneys, accountants, agents\nand other authorized and designated representatives of ActaMed  will be allowed\nupon reasonable advance notice and with minimal disruption to SBCL's business\noperations, reasonable access to the properties, books and records of SBCL\nrelating to the SCAN Assets located at SBCL Sites, including without limitation,\ntitle documents, leases, customer lists, and other data that, in the reasonable\nopinion of both ActaMed and SBCL, are required for ActaMed to obtain such\ninformation as it may reasonably request about the Transferred Employees or such\nSCAN Assets.  ActaMed shall also be allowed reasonable opportunity to consult\nwith the officers, employees, accountants, counsel and agents of SBCL in\nconnection with such investigation. \n\n\n                                    -27-\n\n\n\n                    4.3.2     OTHER OFFERS AND EXCLUSIVE DEALING.  Unless and\nuntil notice of termination of this Assets Purchase Agreement prior to the last\nTransfer Date pursuant to Article X hereof, SBCL shall not, acting in any\ncapacity, directly or indirectly, through any officer, director, employee,\nagent, affiliate or otherwise of SBCL, (a) solicit, initiate or encourage\nsubmission of proposals or offers from any Person, corporation or other entity\nfor the primary or specific purpose of selling the SCAN Assets located at SBCL\nSites, or relating to the provision of Lab EDI Services to Automated Providers,\n(b) participate in any discussions or negotiations regarding, or, except as\nrequired by a legal or judicial process, furnish to any other Person,\ncorporation or other entity any information with respect to, or otherwise\ncooperate in any way with, or assist or participate in, facilitate or encourage,\nany effort or attempt by any other Person to purchase the SCAN Assets located at\nSBCL Sites or to obtain the right to provide Lab EDI Services to Automated\nProviders, or (c) approve or undertake any such transaction.  Nothing in this\nSection 4.3.2 shall restrict what SBCL may otherwise do under the Services\nAgreement.\n\n                    4.3.3     CONSENTS AND APPROVALS.  SBCL will use its best \nefforts to obtain the waiver, consent and approval of all Persons whose \nwaiver, consent or approval (a) is required in order to consummate the \ntransactions contemplated by this Assets Purchase Agreement, or (b) is \nrequired by any Contract to be assumed by ActaMed, or by any Court Order or \nLicense to which SBCL is a party or subject on any Transfer Date in \nconnection with the provision of Lab EDI Services, and which would prohibit, \nor require the waiver, consent or approval of such transactions, or under \nwhich such transactions would, without such waiver, consent or approval, \nconstitute a Default under the provisions thereof, result in the acceleration \nof any obligation thereunder, or give rise to a right of any party thereto to \nterminate its obligations thereunder.  All written waivers, consents and \napprovals obtained by SBCL relating to a Region shall be provided to ActaMed \non the Transfer Date relating to such Region in form and content reasonably \nsatisfactory to ActaMed.  Without limiting the generality of the foregoing, \nSBCL shall cause the [*] to sell to ActaMed in accordance with the terms and \nconditions of this Agreement the SCAN Assets located in Region Two on or \nprior to December 31, 1998.\n\n               To the extent that SBCL's rights under any Contract or other SCAN\nAsset to be assigned to ActaMed hereunder may not be assigned without the\nconsent of another Person which has not been obtained, this Assets Purchase\nAgreement shall not constitute an agreement to assign the same if an attempted\nassignment would constitute a breach thereof or be unlawful.  If notwithstanding\nthe best efforts of SBCL described above any such consent shall not be obtained,\nor if any attempted assignment would be ineffective or would impair ActaMed's\nrights under the SCAN Asset in question so that ActaMed would not in effect\nacquire the benefit of all such rights, ActaMed to the maximum extent permitted\nby law, shall act after the Applicable Transfer Date as SBCL's agent in order to\nobtain for it the benefits thereunder and shall cooperate, to the maximum extent\npermitted by law, with SBCL in any other reasonable arrangement designed to\nprovide such benefits to ActaMed.\n\n                    4.3.4     PUBLIC ANNOUNCEMENTS.  The parties hereto are in\nthe process of  jointly developing a plan (the \"COMMUNICATION PLAN\") for\ncommunicating the transactions\n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n                                    -28-\n\n\n\ncontemplated by this Assets Purchase Agreement and the Services Agreement to \nAutomated Providers, Transferred Employees and the public, a draft of which \nattached as SCHEDULE 4.3.4 hereto.  The parties agree to use their collective \nbest efforts to complete the Communication Plan by January 6, 1998, and each \nparty agrees to abide by such Communication Plan. Without limiting the \nforegoing, neither party shall send any communication to any Automated \nProviders or Transferred Employee describing, or otherwise in connection \nwith, the transactions and relationships contemplated by this Agreement (and \nsuch other agreements) unless the form and content of such communication \nshall have been approved in advance by the other unless required by law or \njudicial process, in which case notification shall be given to the other \nparty hereto prior to such disclosure.\n\n                    4.3.5     STANDSTILL.  At all times prior to the last\nTransfer Date, ActaMed shall not consummate, or enter into any agreement with\nrespect to a Sale of Assets (as that term is defined in the Articles), without\nthe prior written consent of SBCL.\n\n                              If, at any time prior to the last Transfer \nDate, (i) ActaMed consummates any Merger, Share Exchange or Consolidation (as \nsuch terms are defined in the Articles) (a \"Combination\"); (ii) the holders \nof ActaMed stock immediately prior to the Combination are not the holders of \na majority of the voting stock of the surviving company of the Combination, \n(iii) Michael K. Hoover no longer has (or has diminished) responsibility for \noverseeing and, directly or indirectly, managing the transfer of the Regions \nunder Section 2.3, and (iv) the Transfer Date of any remaining Region does \nnot occur as scheduled under Section 2.3, then SBCL may withhold [*] of the \nFixed Fee (as defined in the Services Agreement) due on or after such \nscheduled date or dates until such time as all Regions have been transferred.\n\n     SECTION 4.4    CONFIDENTIALITY OF TRADE SECRETS.  Each party hereto agrees\nnot to use, copy or disclose the Trade Secrets of the other party, except as\npermitted by this Assets Purchase Agreement and the other Transaction Documents.\nEach party shall treat the other's Trade Secrets with at least that degree of\ncare it uses with respect to its own such Trade Secrets.  SBCL will give access\nto its Trade Secrets relating to its provision of Lab EDI Services to those\nActaMed personnel who have a need for such access and to no other Person\nwhatsoever.  ActaMed will give access to its Trade Secrets relating to the\nprovision of Lab EDI Services to those SBCL personnel who have a need for such\naccess and to no other Person whatsoever.  The requirements herein contained\nwith respect to non-disclosure and non-use and protection of each party's Trade\nSecrets shall permanently survive termination of any other provisions of this\nAssets Purchase Agreement or the other Transaction Documents.  If any party is\nordered by a court, administrative agency, or other governmental body of\ncompetent jurisdiction to disclose Trade Secrets, or if it is served with or\notherwise becomes aware of a motion or similar request that such an order be\nissued, then such party will not be liable to the other party for disclosure of\nTrade Secrets required by such order if the disclosing party complies with the\nfollowing requirements:  (1) if an already issued order calls for immediate\ndisclosure, then the disclosing party shall immediately move for or otherwise\nrequest a stay of such order to permit the other\n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n                                    -29-\n\n\n\nparty to respond; (2) the disclosing party promptly notifies the other party \nof the motion or order; and (3) the disclosing party does not oppose a motion \nor similar request by the other party for an order protecting the Trade \nSecrets including joining or agreeing to (or non-opposition to) a motion for \nleave to intervene by such other party.  Notwithstanding anything to the \ncontrary contained in this Assets Purchase Agreement, SBCL may disclose to \nthe Office of Inspector General of the Department of Health and Human \nServices (the \"OIG\") as part of the disclosure SBCL makes under its Integrity \nAgreement the fact that SBCL and ActaMed have entered into the transactions \ncontemplated by the parties and any information relating to such transaction \nor this Assets Purchase Agreement which SBCL determines, in good faith upon \nadvice of counsel, is required or, in light of SBCL's obligations under the \nIntegrity Agreement, appropriate for SBCL to make, or SBCL proposes to make \nin response to a request for such information from the OIG, provided that \nActaMed shall be given opportunity (which shall be reasonable in light of all \nfacts and circumstances) to review and comment upon the information SBCL \nintends to include in any such submission.  In the event that any such \ndisclosure that SBCL intends to make includes any information that \nconstitutes Trade Secrets of ActaMed, SBCL will provide reasonable (in light \nof all facts and circumstances, including the time frame in which such \ndisclosure is required to be made) assistance to ActaMed to take reasonable \nsteps to assure that such Trade Secrets of ActaMed are maintained in \nconfidence, including, but not limited to, (i) requesting that the OIG treat \nsuch information as trade secrets within the meaning of the Freedom of \nInformation Act, 5 U.S.C. Section 552(b)(4), (ii) requesting of the OIG that \nSBCL and ActaMed be given prior notice of an proposed release of such \ninformation to Persons or entities outside of the OIG; (iii) requesting that \nthe OIG otherwise assure the confidentiality of the information provided by \nActaMed as if such information was a Trade Secret of SBCL [*] and taking \nother reasonable steps that may be requested by ActaMed and to which SBCL \nmay, in its sole discretion, agree to assure that the OIG honors its \nconfidentiality obligations in that section; (iv) where such information is \nto be provided in response to a request by the OIG, take reasonable steps to \nnarrow the request from the OIG in an appropriate manner in order to limit \nthe amount of information, if any, that constitutes Trade Secrets of ActaMed \ncovered by such request; and (v) make reasonable efforts to permit ActaMed, \nwith the concurrence of the OIG, to disclose such information directly to the \nOIG, provided that in any such case, ActaMed shall give SBCL a timely \nopportunity to review, comment upon and approv the information ActaMed \nintends to include in such submission. The additional safeguards described in \nsubsections (i) through (v) above are designed to help assure the \nconfidentiality of the Trade Secrets, the disclosure of which would have a \nmaterial adverse impact on ActaMed.  These additional provisions are not \nintended to interfere with SBCL's ability to meet its disclosure obligations \nunder the Integrity Agreement.  Each party shall promptly notify the other in \nthe event it receives an inquiry, investigation or request for information \nfrom the OIG or other governmental agency into the matters relating to the \nproposed transactions.  The provisions of this Section 4.4 shall apply in \naddition to similar provisions in the Services Agreement.\n\n     SECTION 4.5    EFFORTS TO SATISFY CONDITIONS.  SBCL and ActaMed each agree\nto use their respective best efforts to cause the Transfer Dates to occur as\ncurrently scheduled.  In \n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n                                    -30-\n\n\n\n\naddition, SBCL agrees to use its best efforts to satisfy the conditions set \nforth in Section 7.1 hereof, and ActaMed agrees to use its best efforts to \nsatisfy the conditions set forth in Section 7.2 hereof. In furtherance of the \nforegoing, each party will use its best efforts to take all commercially \nreasonable steps necessary or desirable and proceed diligently and in good \nfaith to satisfy each condition to the obligations of the other party \ncontained in this Assets Purchase Agreement and will not take or fail to take \nany commercially reasonable action that could reasonably be expected to \nresult in the nonfulfillment of any such condition.  Each of ActaMed and SBCL \nfurther agrees to use its best efforts to (i) satisfy any conditions to the \ntransfer of a Region set forth in Section 2.3, and (ii) deliver any and all \ndocuments to be delivered upon the transfer of a Region, as set forth in \nSections 2.5 and 2.6.\n\n     SECTION 4.6    EXPENSES.  Except as otherwise provided herein, each of \nthe parties to this Assets Purchase Agreement shall bear its respective \nexpenses incurred in connection with the preparation, execution and \nperformance of this Assets Purchase Agreement and the transactions \ncontemplated hereby, including, without limitation, all fees and expenses of \nagents, representatives, counsel and accountants.\n\n     SECTION 4.7    ANTITRUST NOTIFICATION.  The parties have filed with the \nUnited States Federal Trade Commission and the United States Department of \nJustice the notification and report form required for the transactions \ncontemplated hereby and any supplemental or additional information which was \nrequested in connection therewith pursuant to the HSR Act.  The filing fee \nrelating to such notification and report form will be borne equally.\n\n\n                                      ARTICLE 5   \n\n                              ACTAMED COVENANTS TO SBCL\n\n     SECTION 5.1    ADDITIONAL COVENANTS OF ACTAMED.  ActaMed covenants and \nagrees that:\n\n                    5.1.1     SECURITIES LAW FILINGS.  From and after \nconsummation of a Public Offering and for so long as a Permitted Owner holds \nany Conversion Shares, ActaMed will timely file the reports required to be \nfiled by it under the Securities Act and the Exchange Act and the Regulations \nadopted by the SEC thereunder, to the extent required from time to time to \nenable the Permitted Owner to sell Conversion Shares without registration \nunder the Securities Act within the limitation of the exemptions provided by \n(a) Rule 144 under the Securities Act, as such rule may be amended from time \nto time, or (b) any similar Regulation hereafter adopted by the SEC.  Upon \nthe request of the Permitted Owner, ActaMed will deliver to the Permitted \nOwner a written statement as to whether it has complied with such \nrequirements.\n\n                    5.1.2     TRANSACTIONS WITH SUBSTANTIAL HOLDERS.  ActaMed \nshall not, directly or indirectly, knowingly enter into any material \ntransaction or agreement with any of its Substantial Holders or any Affiliate \nor officer of ActaMed or a Substantial Holder, or a material \n\n\n                                     -31-\n\n\n\ntransaction or agreement in which a Substantial Holder or Affiliate or \nofficer of ActaMed or a Substantial Holder has a direct or indirect interest, \nunless such transaction or agreement is on terms and conditions no less \nfavorable to ActaMed or any of its Subsidiaries than could be obtained at the \ntime in an arm's length transaction with a third Person that is not such a \nSubstantial Holder or Affiliate or officer of ActaMed or a Substantial \nHolder, and such transaction or agreement has been reviewed and approved by a \nmajority of those members of ActaMed's Board of Directors who have no such \ninterest in the transaction.  Except as provided in Section 11.1.4, this \nSection shall not be enforceable against ActaMed by (i) any Person other than \na Permitted Owner or (ii) any Person not a party to this Assets Purchase \nAgreement.\n\n                    5.1.3     BUSINESS AND FINANCIAL COVENANTS.  ActaMed \ncovenants that:\n\n                              (a)  Except for shares issued (i) upon exercise \nof options granted in accordance with the Stock Option Plans, the Articles \nand the Stockholders Agreement, (ii) upon conversion of shares of Preferred \nStock, (iii) in connection with a Public Offering,  (iv) upon exercise of the \nWarrant, or (v) as permitted under the Articles and the Stockholders \nAgreement, ActaMed will not, and will not permit any of its Subsidiaries, to \nhereafter issue or sell any shares or any securities convertible into, or any \nwarrants, rights, or options to purchase shares of, the capital stock of \nActaMed or such Subsidiary to any Person other than ActaMed, and ActaMed will \nnot pledge any of the capital stock of any Subsidiary to any Person.  ActaMed \nwill not, in any event, issue or sell any shares of Series D Preferred Stock \nto any Person other than SBCL or its Affiliates.\n\n                              (b)  Except as expressly permitted by the \nArticles or the Stockholders Agreement, ActaMed shall not (except for the \nadvancement of money for expenses in the ordinary course of business) make, \nor permit any of its Subsidiaries to make, any loans or advances to any \nPerson or have outstanding any investment in any Person, whether by way of \nloan or advance to, or by the acquisition of the capital stock, assets or \nobligations of,  or any other interest in, any Person.\n\n                              (c)  Except as expressly permitted herein or by \nthe Articles or the Stockholders Agreement, neither ActaMed nor any of its \nSubsidiaries shall declare or make (i) any payment or the incurrence of any \nLiability to make any payment in cash, property or other assets as a dividend \nor other distribution in respect of any shares of capital stock of ActaMed or \nany Subsidiary, excluding, however, any dividends payable to ActaMed by a \nSubsidiary or dividends which may be payable solely in ActaMed Common Stock \nor the common stock of  any Subsidiary and (ii) except as otherwise permitted \nby the Transaction Documents or a stock option agreement under the Stock \nOption Plans, any payment or the incurrence of any Liability to make any \npayment in cash, property or other assets for the purposes of purchasing, \nretiring or redeeming any shares of any class of capital stock of ActaMed or \nany Subsidiary or any warrants, options or other rights to purchase any such \nshares. \n\n                              (d)  Neither ActaMed nor any of its \nSubsidiaries will amend or change its articles of incorporation or bylaws, or \nviolate or breach any of the provisions thereof.\n\n\n                                     -32-\n\n\n\n                              (e)  Without the consent of a majority of the \nBoard of Directors:\n\n                                    (i)      Other than debt in an amount no \ngreater than $2,000,000 incurred to fund the cash portion of the Purchase \nPrice, ActaMed shall not create, incur or suffer to exist, or permit any \nSubsidiary to create, incur or suffer to exist, any debt other than: (a) debt \nexisting on the date hereof and included in the ActaMed Financial Statements \nor incurred in the ordinary course of business between the date of the \nActaMed Financial Statements and the date hereof, and any renewals or \nreplacements of such debt not exceeding the principal amount of the debt \nbeing replaced or renewed; and (b) debt not in excess of $1,000,000 in the \naggregate in any one calendar year.\n\n                                    (ii)     ActaMed shall not create or \nsuffer to exist, or permit any Subsidiary to create or suffer to exist, any \nobligations for the payment of rent for any property under leases or \nagreements to lease, other than obligations for (a) the payment of rent \nwhich, in the aggregate, do not exceed $1,000,000 annually and (b) payments \nunder leases set forth on DISCLOSURE SCHEDULE 3.2.19.\n\n                                    (iii)    ActaMed shall not acquire, or \npermit any Subsidiary to acquire, directly or indirectly, the assets of or \nequity interests in any other business or entity, whether by purchase, merger \nconsolidation or otherwise in excess of $1,000,000.\n\n                                    (iv)     ActaMed shall not effect an \ninitial Public Offering of any equity securities, other than equity \nsecurities issued in a merger, totaling less than $15,000,000 (before \ndiscounts and commissions) in gross proceeds to ActaMed, and at a per share \nprice of less than 2.5 times the then existing conversion price of the Series \nA Preferred Stock.\n\n                    5.1.4     CORPORATE EXISTENCE, BUSINESS, MAINTENANCE, \nINSURANCE.\n\n                              (a)  ActaMed will at all times preserve and \nkeep in full force and effect its corporate existence and rights and \nfranchises deemed material to its business and those of its Subsidiaries, \nexcept any Subsidiary of ActaMed may be merged into ActaMed or another \nSubsidiary.\n\n                              (b)  ActaMed shall engage solely in the \nbusiness of developing healthcare information networks (with a principle \nfocus on the provision of lab order entry and results reporting services) and \nbusinesses closely related thereto.  ActaMed (and any Subsidiary) will not \npurchase or acquire any property other than property useful in and related to \nsuch business.\n\n                              (c)  ActaMed will maintain or cause to be \nmaintained in good repair, working order and condition all properties used or \nuseful in the business of ActaMed and any Subsidiary and from time to time \nwill make or cause to be made all appropriate repairs, \n\n\n                                     -33-\n\n\n\nrenewals and replacements thereof.  ActaMed and any Subsidiary will at all \ntimes comply in all material respects with the provisions of all material \nleases to which it is a party or under which it occupies property so as to \nprevent any loss or forfeiture thereof or thereunder.\n\n                              (d)  ActaMed will maintain or cause to be \nmaintained, with financially sound and reputable insurers, appropriate \ninsurance with respect to its properties and business and the properties and \nbusiness of any Subsidiary against loss or damage.\n\n                    5.1.5     REPURCHASE OF SHARES OF PREFERRED STOCK.  \nExcept as provided in Article Three, Section 5.1 of the Fourth Amended \nArticles, ActaMed shall not, and shall not permit any of its Subsidiaries or \nany Affiliate of ActaMed to, directly or indirectly, redeem or repurchase or \nmake any offer to redeem or repurchase any shares of (i) Preferred Stock \nother than Series D Preferred Stock, unless ActaMed, such Subsidiary or such \nAffiliate has offered to repurchase shares of Preferred Stock PRO RATA, from \nall holders of outstanding shares of Preferred Stock, including without \nlimitation the Series D Preferred Stock, upon the same terms, or (ii) Series \nD Preferred Stock unless ActaMed, such Subsidiary or such Affiliate has \noffered to repurchase shares of Series D Preferred Stock PRO RATA, from all \nholders of outstanding shares of Series D Preferred Stock upon the same terms.\n\n                    5.1.6     COMPENSATION.  All awards of compensation, \nincluding, but not limited to, salary, bonus and awards of stock options made \nto executive officers and\/or directors of ActaMed shall be determined by \nActaMed in accordance with the terms of the Stockholders' Agreement and the \nArticles.\n\n                    5.1.7     SFA AMENDMENT.  ActaMed shall deliver to SBCL, \nwithin five (5) business days of the Region One Transfer Date, a duly \nexecuted and delivered Amendment to that certain Amended and Restated \nDevelopment Agreement, dated the 21st day of November, 1996, but effective as \nof the 3rd day of December, 1993, by and between ActaMed and The SFA Limited \nPartnership, which Amendment shall provide, on terms satisfactory to SBCL and \nits counsel, that the SBCL Software, the ActaLab Software and any \nIntellectual Property developed under the Development Agreement shall not \nconstitute \"ActaMed Technology,\" as defined in such Amended and Restated \nDevelopment Agreement with The SFA Limited Partnership.\n\n                    5.1.8     NEW BUSINESS PLAN.  Within thirty days after \nthe Region One Transfer Date, the Board of Directors of ActaMed will approve \nand adopt a new business plan (the \"NEW BUSINESS PLAN\") for ActaMed covering \nthe years 1998 and 1999, which shall include projected financial data, \nincluding statements of operations, and operational data, including number of \nsites and transactions per site.  The new business plan shall provide monthly \ndata for 1998 and quarterly data for 1999. By June 30, 1999, the Board of \nDirectors of ActaMed will approve and adopt an addendum to the plan, covering \nthe same items of financial and operational data, for the year 2000, \npresented on a monthly basis.  The nominal values set forth in the New \nBusiness Plan shall not deviate from analogous figures presented in ActaMed's \nexisting business plan, a copy of which was forwarded to SBCL prior to \nDecember 1, 1997, by more than seven percent (7%).\n\n\n                                     -34-\n\n\n\n     Section 5.2    INFORMATIONAL COVENANTS OF ACTAMED.  ActaMed covenants \nand agrees that it shall deliver the following information to any Permitted \nOwner for so long as (except as set forth in Section 5.2.6)  such Permitted \nOwner shall hold [*] of the aggregate outstanding shares of Preferred \nStock or Conversion Shares (considered as a single class) or until such time \nas ActaMed shall have consummated a Public Offering:\n\n                    5.2.1     AUDITED ANNUAL FINANCIAL STATEMENTS.  As soon \nas practicable and, in any case, within one hundred and twenty (120) days \nafter the end of each fiscal year, financial statements of ActaMed, \nconsisting of the balance sheet of ActaMed as of the end of such fiscal year \nand the statements of operations, statements of stockholders equity and \nstatements of cash flows of ActaMed for such fiscal year, setting forth in \neach case, in comparative form, the figures for the preceding fiscal year, \nall in reasonable detail and fairly presented in accordance with GAAP applied \non a consistent basis throughout the periods reflected therein, except as \nstated therein, and accompanied by an opinion thereon of Ernst &amp; Young, or \nother independent certified public accountants selected by ActaMed of good \nand recognized national standing in the United States.\n\n                    5.2.2     QUARTERLY UNAUDITED FINANCIAL STATEMENTS.  As \nsoon as practicable and, in any case, within forty-five (45) days after the \nend of each of the first three fiscal quarters in each fiscal year, unaudited \nfinancial statements of ActaMed setting forth the balance sheet of ActaMed at \nthe end of each such fiscal quarter and the statements of operations and \nstatements of cash flows of ActaMed for each such fiscal quarter and for the \nyear to date, and setting forth in comparative form figures as of the \ncorresponding date and for the corresponding periods of the preceding fiscal \nyear, all in reasonable detail and certified by an accounting officer of \nActaMed as complete and correct, as having been prepared in accordance with \nGAAP consistently applied (except as otherwise disclosed therein) and as \npresenting fairly, in all material respects, the financial position of \nActaMed and any of its Subsidiaries and results of operations and cash flows \nthereof subject, in each case, to customary exceptions for interim unaudited \nfinancial statements.\n\n                    5.2.3     MONTHLY UNAUDITED FINANCIAL STATEMENTS.  As \nsoon as available, but in any event within thirty (30) days after the end of \neach calendar month, copies of the unaudited balance sheet of ActaMed as at \nthe end of such calendar month and the related unaudited statements of \noperations and cash flows for such calendar month and the portion of the \ncalendar year through such calendar month, in each case setting forth in \ncomparative form the figures for the corresponding periods of (a) the \nprevious calendar year and (b) the budget for the current year, prepared in \nreasonable detail and in accordance with GAAP applied consistently throughout \nthe periods reflected therein (except as otherwise disclosed therein) and \ncertified by the chief financial officer of ActaMed as presenting fairly the \nfinancial condition and results of operations of ActaMed and any of its \nSubsidiaries (subject to customary exceptions for interim unaudited financial \nstatements).\n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n                                     -35-\n\n\n\n                    5.2.4     MANAGEMENT'S ANALYSIS.  All the financial \nstatements delivered pursuant to Sections 5.2.2 and Section 5.2.3 shall be \naccompanied by an informal narrative description of material business and \nfinancial trends and developments and significant transactions that have \noccurred in the appropriate period or periods covered thereby.\n\n                    5.2.5     BUDGETS.  As soon as practicable, but in any \nevent within thirty (30) days prior to the commencement of a fiscal year, an \nannual operating budget for such fiscal year, approved by the Board of \nDirectors, including monthly income and cash flow projections and projected \nbalance sheets as of the end of each quarter within such fiscal year.  \nExtensions of such due date shall not be unreasonably withheld.\n\n                    5.2.6     INSPECTION.  Upon reasonable notice, ActaMed \nshall, and shall cause any of its Subsidiaries to, permit any Permitted Owner \n(so long as it owns [*] or more of the outstanding capital stock of ActaMed) \nby its representatives, agents or attorneys:\n\n                              (a)  to examine all books of account, records, \nreports and other papers of ActaMed or such Subsidiary except to the extent \nthat such action would, in the reasonable opinion of counsel, constitute a \nwaiver of the attorney\/client privilege,\n\n                              (b)  to make copies and take extracts from any \nthereof, except for information which is confidential or proprietary,\n\n                              (c)  to discuss the affairs, finances and \naccounts of ActaMed or such Subsidiary with ActaMed's or such Subsidiary's \nofficers and independent certified public accountants (and by this provision \nActaMed hereby authorizes said accountants to discuss with the Permitted \nOwner and its representatives, agents or attorneys the finances and accounts \nof ActaMed or such Subsidiary), and\n\n                              (d)  to visit and inspect, at reasonable times \nand on reasonable notice during normal business hours, the properties of \nActaMed and such Subsidiary. \n\nNotwithstanding any provision herein to the contrary, the provisions of this \nSection 5.2.6 are in addition to any rights of a Permitted Owner under the \nGeorgia Business Corporation Code and shall in no way limit such rights.\n\n               The expenses of the Permitted Owner in connection with any \nsuch inspection shall be for the account of the Permitted Owner.  \nNotwithstanding the foregoing sentence, it is understood and agreed by \nActaMed that all reasonable expenses incurred by ActaMed or such Subsidiary, \nany officers, employees or agents thereof or the independent certified public \naccountants therefor, shall be expenses payable by ActaMed and shall not be \nexpenses of the Permitted Owner making the inspection.\n\n               Notwithstanding anything to the contrary, SBCL shall be \npermitted access to any information of, or related to, any customer of \nActaMed that is a competitor of SBCL only to the \n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n                                     -36-\n\n\n\nextent ActaMed is not subject to confidentiality undertakings with respect to \nsuch information; PROVIDED that such limitation shall not prevent SBCL or \nauditors retained by SBCL, or if ActaMed so requires for reasons of \nconfidentiality only auditors retained by SBCL, from confirming the amount of \nroyalties payable to it under the License Agreement or Services Agreement by \nreason of connectivity between Providers and commercial laboratories other \nthan SBCL Labs.\n\n                    5.2.7     OTHER INFORMATION.  ActaMed shall deliver the \nfollowing provided that in the reasonable opinion of counsel to ActaMed such \ndisclosure will not constitute a waiver of the attorney\/client privilege, the \nbreach of any secrecy covenant or the release of information regarding \ncompetitors of the Permitted Owner:\n\n                              (a)  promptly after the submission thereof to \nActaMed, copies of any detailed reports (including the auditors' comment \nletter to management, if any such letter is prepared) submitted to ActaMed by \nits independent auditors in connection with each annual or interim audit of \nthe accounts of ActaMed made by such accountants;\n\n                              (b)  promptly, and in any event within ten (10) \ndays after obtaining knowledge thereof, notice of the institution of any \nsuit, action or proceeding (other than a proceeding of general application \nwhich is not directly against ActaMed or one or more of the Subsidiaries), \nthe happening of any event or, to the best knowledge of ActaMed, the \nassertion or threat of any claim against ActaMed or any of the Subsidiaries \nwhich, either individually or in the aggregate, would have a Material Adverse \nEffect;\n\n                              (c)  promptly upon, and in any event within \nthirty (30) days after obtaining knowledge thereof, notice of any breach of, \nDefault under or failure to comply with any material term under this Article \nV or any material adverse change in ActaMed's relationship with its major \ncustomers, suppliers, employees or other entity with which ActaMed has a \nbusiness relationship;\n\n                              (d)  with reasonable promptness, a notice of \nany default by ActaMed or any of its Subsidiaries under any material \nagreement to which it is a party;\n\n                              (e)  with reasonable promptness, copies of all \nwritten materials furnished to directors;\n\n                              (f)  promptly (but in any event within ten (10) \ndays) after the filing of any document or material with the SEC, a copy of \nsuch document or material;\n\n                              (g)  promptly after the record date set by the \nBoard of Directors to determine the stockholders entitled to vote at \nActaMed's annual meeting of stockholders (but in any event ten (10) days \nprior to such meeting), a list of all stockholders of ActaMed and their \nrespective holdings; and\n\n\n                                     -37-\n\n\n\n                              (h)  promptly upon request therefor, such other \ndata, filings and information as the Permitted Owner may from time to time \nreasonably request.\n\n\n                                   ARTICLE 6   \n\n                               EMPLOYEE MATTERS\n\n\n     SECTION 6.1    TERMINATION OF EMPLOYMENT BY SBCL AND OFFER OF EMPLOYMENT \nBY ACTAMED.  Effective as of the close of business on January 1, 1998 or such \nlater date as mutually agreed by SBCL and ActaMed, but not later than January \n29, 1998 (the \"Termination Date\"), SBCL will terminate the employment of the \nindividuals listed on Schedule VI.  As soon as practicable following the \nRegion One Transfer Date, ActaMed will offer employment to each of the \nindividuals listed on Schedule VI, which employment shall become effective as \nof the day following the Termination Date (the \"Hire Date\").  Each individual \nlisted on Schedule VI who accepts ActaMed's offer of employment shall be \nreferred to herein as a \"Transferred Employee.\"  In connection with the \ntermination of employment of the individuals listed on Schedule VI, SBCL \nshall take such action with respect to compensation and benefits for such \nindividuals as described in the SBCL undertakings section of Schedule VI.\n\n     SECTION 6.2    TRANSITIONAL EMPLOYEE LEASING ARRANGEMENT.  For each \nTransferred Employee, the \"Transitional Employee Leasing Arrangement\" shall \nextend for the period from the Hire Date until the earlier of:\n\n                    6.2.1     the Transfer Date for the Region to which a \nTransferred Employee is assigned; or\n\n                    6.2.2     five business days after the date SBCL provides \nwritten notice to ActaMed with respect to such Transferred Employee, if SBCL \ndetermines that it no longer wishes to have a Transferred Employee assigned \nto provide leased services to SBCL pursuant to this Agreement.\n\nDuring the Transitional Employee Leasing Arrangement period, ActaMed shall \nrequire, as a condition of the continued employment of each Transferred \nEmployee, that each Transferred Employee report to SBCL, and continue to \ncomply with SBCL's policies and procedures in the course of each such \nTransferred Employee's employment by ActaMed.  Notwithstanding the foregoing, \nTransferred Employees shall be under ActaMed's supervision, direction and \ncontrol, subject to the general oversight and guidance of SBCL.  In \nperforming services for SBCL pursuant to this Article VI, the Transferred \nEmployees shall have the status of common law employees of ActaMed, and \nneither the Transferred Employees nor ActaMed shall act as or be employees or \nagents of SBCL.\n\n\n                                     -38-\n\n\n\n     SECTION 6.3    ACTAMED COMPENSATION AND BENEFITS.  ActaMed shall, out of \nits own funds, provide each Transferred Employee with compensation and \nbenefits as set forth on Schedule VI.\n\n     SECTION 6.4    PAST SERVICE CREDIT.  The service of each Transferred \nEmployee with SBCL or any of its Affiliates shall be counted for purposes of \ndetermining eligibility to participate or to vest in benefits under any \ncompensation or benefit plan, program or arrangement now or hereafter \nmaintained by ActaMed to the same extent that such service was credited or \notherwise counted under any Benefit Plan in which such Transferred Employee \nwas eligible to participate with SBCL immediately prior to the Region One \nTransfer Date.\n\n     SECTION 6.5    TERMINATION OF EMPLOYMENT; NONSOLICITATION; TERMINATION \nOF AGREEMENT.\n\n                    6.5.1     ActaMed will not terminate without cause the \nemployment of any Transferred Employee before the date determined under \nSection 6.2.1 or 6.2.2, without the advance written consent of SBCL.\n\n                    6.5.2     ActaMed shall be responsible for assigning \nTransferred Employees to principal work locations, which shall be the same as \nthe locations to which such Transferred Employees were assigned as of \nDecember 31, 1997.  Except as may otherwise be agreed by SBCL and ActaMed in \na writing signed by the parties, SBCL shall make the business facilities to \nwhich Transferred Employees are currently assigned available to ActaMed for \nthe purpose of location assignments of Transferred Employees until not later \nthan the [*] anniversary of the Transfer Date of the Region to which a \nTransferred Employee is assigned.\n\n                    6.5.3     SBCL shall not solicit the employment of, hire \nor employ any Transferred Employee until after the earlier of (i) such \nTransferred Employee's termination of employment by ActaMed with cause, (ii) \nsuch Transferred Employee's voluntary resignation from ActaMed, [*] (iii) [*] \nor (iv) the termination of this Assets Purchase Agreement pursuant to Section \n10.1, in which event ActaMed shall, at SBCL's request, use its best efforts \nto cooperate with SBCL in facilitating SBCL's solicitation to re-hire such \nTransferred Employees.\n\n     SECTION 6.6    PAYMENT OF WAGE AND BENEFIT COSTS.\n\n                    6.6.1     PERIOD FROM JANUARY 1, 1998 THROUGH THE HIRE \nDATE. For the period beginning January 1, 1998 and extending through the Hire \nDate, with respect to each individual identified on SCHEDULE VI as a \nTransferred Employee, ActaMed shall reimburse SBCL for such individuals' base \nsalary, paid time off, the employer-paid portion of employment and \nunemployment insurance or taxes, the employer-paid portion of premiums \npayable with respect to all insured benefits, with respect to medical and \ndental benefits for individuals who participate in the self-insured medical \nand dental program sponsored by SBCL, the pro rated portion of the excess, if \nany, of a reasonable premium cost for such coverage, as determined by \n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n                                     -39-\n\n\n\nSBCL, over the amount paid by such individual for such coverage, the present \nvalue of additional accruals under the SmithKline Beecham Pension Plan, as \ndetermined by the Plan's actuary and employer contributions payable under the \nSmithKline Beecham Retirement Savings Plan. SBCL will bill such employee \ncosts to ActaMed by or before January 31, 1998, and ActaMed will remit \npayment to SBCL for such employee costs within 30 days of receipt of the bill \nfor such costs.\n\n                    6.6.2     DURING TRANSITION.  Except as otherwise \nprovided in SCHEDULE VI, SBCL will reimburse ActaMed for certain direct \ncompensation and benefit costs incurred by ActaMed with respect to each \nTransferred Employee during the Transitional Employee Leasing Arrangement \nperiod (as hereinafter defined, the \"Employee Costs\").  For purposes of this \nArticle VI, Employee Costs will include base salary, paid time off pursuant \nto the paid time off policy described in SCHEDULE VI, the employer-paid \nportion of employment and unemployment insurance or taxes, the employer-paid \nportion of premiums payable with respect to the insured benefits set forth on \nSCHEDULE VI, employer contributions made under any ActaMed qualified defined \ncontribution plan, and with respect to short term disability benefits for \nindividuals who participate in the self-insured short term disability plan \nsponsored by ActaMed, the pro rated portion of the excess, if any, of a \nreasonable premium cost for such coverage, as determined by ActaMed, over the \namount paid by such individual for such coverage. In addition, for each \nTransferred Employee, for each of 1998 and 1999, Employee Costs will include \nan amount equal to [*] of [*] to such Transferred Employee [*], the [*] is \nthe [*] during which such Transferred Employee was [*], and the [*].  ActaMed \nwill bill such Employee Costs to SBCL monthly, and SBCL will remit payment to \nActaMed for such Employee Costs within 30 days of receipt of the bill for \nsuch costs.  \n\n                    6.6.3     STAY BONUS AND BONUS.\n\n                              (a)  Stay Bonus.  SBCL will reimburse ActaMed \nfor [*] of the stay bonus payments described in SCHEDULE VI and actually made \nby ActaMed within thirty (30) days following SBCL's receipt of the bill for \nsuch costs.\n\n                              (b)  Bonus.  ActaMed will pay, and SBCL will \nreimburse ActaMed for, bonus payments as described in the bonus provisions of \nSCHEDULE VI.\n\n     SECTION 6.7    TAXES, UNEMPLOYMENT INSURANCE AND RELATED ITEMS.  ActaMed \nagrees to accept and hereby accepts full and exclusive responsibility for the \npayment of any and all contributions or taxes, or both, for any unemployment \ninsurance or taxes, medical and old age retirement benefits, pensions or \nannuities now or hereafter imposed under any law of the United States or any \nState, which are measured by the wages, salaries or other remuneration paid \nto persons employed by ActaMed on the work covered by this Article VI or in \nany way connected \n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n                                     -40-\n\n\n\ntherewith; and ActaMed shall reimburse SBCL for any of the contributions or \ntaxes, or both, or any part thereof, if SBCL may be required by law to pay \nthe same or any part thereof.\n\n     SECTION 6.8    EXAMINATION AND AUDIT.  For the Transitional Employee\nLeasing Arrangement period, and for three calendar years after final payment is\nmade to ActaMed by SBCL pursuant to Section 6.6, ActaMed shall establish and\nmaintain relevant books, records, payroll records, receipts, documents, papers\nand any other data or information which support and substantiate the charges\nmade to and payments received from SBCL under Section 6.2.  During such time,\nSBCL or its designated representative shall have access to and the right to\nexamine any relevant books, records, documents, papers, receipts and any other\ndata or information of ActaMed relating to ActaMed's obligations under this\nArticle VI.\n\n                                      ARTICLE 7   \n\n                    CONDITIONS PRECEDENT TO OBLIGATIONS OF ACTAMED\n\n     SECTION 7.1    CONDITIONS PRECEDENT TO OBLIGATIONS OF ACTAMED.  The\nobligations of ActaMed to consummate the transactions contemplated by this\nAssets Purchase Agreement shall be subject to the satisfaction, on or before the\nApplicable Transfer Date, of each and every one of the following conditions, all\nor any of which may be waived, in whole or in part, by ActaMed for purposes of\nconsummating such transactions, but without prejudice to any other right or\nremedy which ActaMed may have hereunder as a result of any misrepresentation by,\nor breach of any agreement, covenant or warranty of SBCL contained in this\nAssets Purchase Agreement or any Schedule, certificate or instrument furnished\nor caused to be furnished by SBCL hereunder.\n\n                    7.1.1     REPRESENTATIONS TRUE. The representations and \nwarranties made by SBCL in this Assets Purchase Agreement, with any \nexceptions set forth in the Disclosure Schedules attached to the Compliance \nCertificate, shall be true and correct in all material respects on the \nApplicable Transfer Date, with the same force and effect as if such \nrepresentations and warranties had been made on and as of such Applicable \nTransfer Date.  The Disclosure Schedules shall not identify any item \nindicating that the business or financial condition of SBCL or SBCL's \nprovision of or ability to provide Lab EDI Services to SBCL Sites has been \nmaterially and adversely impacted, or which would impair SBCL's ability to \nperform its obligations hereunder, including its ability to deliver the SCAN \nAssets to ActaMed.\n\n                    7.1.2     COVENANTS.  All of the terms, covenants and\nconditions in this Assets Purchase Agreement and the other SBCL Documents to be\ncomplied with or performed by SBCL on or prior to the Region One Transfer Date\nshall have been complied with and performed in all material respects.\n\n                    7.1.3     NO INJUNCTION, ETC.  No action, proceeding,\ninvestigation or Regulation shall have been instituted, threatened or proposed\nbefore any court, governmental \n\n\n                                      -41-\n\n\n\nagency or legislative body to enjoin, restrain, prohibit, or obtain \nsubstantial damages in respect of, or which is related to, or arises out of, \nthis Assets Purchase Agreement or the consummation of the transactions \ncontemplated hereby, or which is related to or arises out of the provision of \nLab EDI Services, if such action, proceeding, investigation or Regulation, in \nthe reasonable judgment of ActaMed, would make it inadvisable to consummate \nthe transactions contemplated on such Transfer Date.\n\n                    7.1.4     APPROVAL OF LEGAL MATTERS.  All actions,\nproceedings, instruments and documents deemed necessary or appropriate by\nActaMed or their counsel to effectuate this Assets Purchase Agreement and the\nconsummation of the transactions contemplated hereby, or incidental thereto, and\nall other related legal matters, shall have been approved by such counsel. \n\n                    7.1.5     GOVERNMENTAL APPROVALS.  All governmental and\nother consents and approvals, if any, necessary to permit the consummation of\nthe transactions contemplated by this Assets Purchase Agreement on such Transfer\nDate shall have been received by ActaMed.\n\n     SECTION 7.2    CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SBCL.  The\nobligations of SBCL to consummate the transactions contemplated by this Assets\nPurchase Agreement shall be subject to the satisfaction, on or before each\nTransfer Date, of each and every one of the following conditions, all or any of\nwhich may be waived, in whole or in part, by SBCL for purposes of consummating\nsuch transactions, but without prejudice to any other right or remedy which SBCL\nmay have hereunder as a result of any misrepresentation by, or breach of any\nagreement, covenant or warranty of ActaMed contained in this Assets Purchase\nAgreement, or any certificate or instrument furnished by it hereunder.\n\n                    7.2.1     REPRESENTATIONS TRUE.  The representations and\nwarranties made by ActaMed in this Assets Purchase Agreement, with any\nexceptions set forth in the Disclosure Schedules attached to the Compliance\nCertificate, shall be true and correct in all material respects on the\nApplicable Transfer Date, with the same force and effect as if such\nrepresentations and warranties had been made on and as of such Applicable\nTransfer Date.  The Disclosure Schedules shall not identify any item indicating\nthat the business or financial condition of ActaMed has been materially and\nadversely impacted, or which would impair ActaMed's ability to perform its\nobligations hereunder.\n\n                    7.2.2     COVENANTS.  All of the terms, covenants and\nconditions in the ActaMed Documents to be complied with or performed by ActaMed\non or prior to the Transfer Date shall have been complied with and performed in\nall material respects.\n\n                    7.2.3     NO INJUNCTION, ETC.  No action, proceeding,\ninvestigation or Regulation shall have been instituted, threatened or proposed\nbefore any court, governmental agency or legislative body to enjoin, restrain,\nprohibit, or obtain substantial damages in respect of, or which is related to,\nor arises out of, this Assets Purchase Agreement or the consummation of the\ntransactions contemplated hereby, or which is related to or arises out of the\nbusiness of ActaMed, if such action, proceeding, investigation or Regulation, in\nthe reasonable judgment of \n\n\n                                     -42-\n\n\n\nSBCL, would make it inadvisable to consummate the transactions contemplated \non such Transfer Date.\n\n                    7.2.4     APPROVAL OF LEGAL MATTERS.  All actions,\nproceedings, instruments and documents deemed necessary or appropriate by SBCL\nor its counsel to effectuate this Assets Purchase Agreement and the consummation\nof the transactions contemplated hereby, or incidental hereto, and all other\nrelated legal matters, shall have been approved by such counsel.\n\n                    7.2.5     GOVERNMENTAL APPROVALS.  All governmental and\nother consents and approvals, if any, necessary to permit the consummation of\nthe transactions contemplated by this Assets Purchase Agreement shall have been\nreceived by SBCL.\n\n                                      ARTICLE 8   \n\n                SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS\n\n                                 AND INDEMNIFICATION\n\n     SECTION 8.1    SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.\n\n                    8.1.1     SURVIVAL OF SBCL REPRESENTATIONS, WARRANTIES \nAND COVENANTS. ActaMed and SBCL acknowledge and agree that, as contemplated \nby Section 4.3.1, prior to each of the Transfer Dates, ActaMed intends to \nperform such investigation of the SCAN Assets to be transferred on such \nTransfer Date and related Lab EDI Services provided by SBCL as ActaMed may \ndeem appropriate; PROVIDED, HOWEVER, no investigation by ActaMed shall \ndiminish or otherwise affect any of the representations, warranties, \ncovenants or agreements made or to be performed by SBCL pursuant to this \nAssets Purchase Agreement or ActaMed's right to rely fully upon such \nrepresentations, warranties, covenants and agreements.  All such \nrepresentations, warranties, covenants and agreements made or to be performed \nby SBCL pursuant to this Assets Purchase Agreement shall survive the \nexecution and delivery hereof and each of the Transfer Dates hereunder \nindefinitely except to the extent limited by this Section 8.1.1.  The \nrepresentations and warranties shall terminate and expire, (a) with respect \nto any General Claim based on a breach thereof (other than one based on a \nbreach of Section 3.1.3 hereof) with respect to which a Claims Notice has not \nbeen given, after [*] from the Transfer Date of the SCAN Assets as to which \nthe representation and warranty was made, (b) with respect to any General \nClaim based upon a breach of Section 3.1.3 hereof, after the earlier of (i) \n[*] or (ii) [*] days after the Region Four Transfer Date, and (c) with \nrespect to a Tax Claim, on the later of (i) the [*] after the date upon which \nthe Liability to which any such Tax Claim may relate is barred by all \napplicable statutes of limitation and (ii) the [*] after the date upon which \nany claim for refund or credit related to such Tax Claim is barred by all \napplicable statutes of limitation.  A Claims Notice for a General Claim based \non a breach of covenant may be given at any time up to the [*] of the date on \nwhich the breach of such covenant occurred.  With respect to any Ownership \nClaim, Undisclosed Liability Claim or any type of claim not specifically \naddressed\n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n                                     -43-\n\n\n\nabove, such representations, warranties, covenants and agreements shall \nsurvive without limit of time.\n\n                    8.1.2     SURVIVAL OF ACTAMED REPRESENTATIONS, WARRANTIES \nAND COVENANTS. All the representations, warranties, covenants and agreements, \nmade or to be performed by ActaMed  pursuant to this Assets Purchase \nAgreement shall survive the execution and delivery hereof indefinitely except \nto the extent limited by this Section 8.1.2.   No investigation by SBCL shall \ndiminish or otherwise affect any of the representations, warranties, \ncovenants or agreements made or to be performed by ActaMed pursuant to this \nAssets Purchase Agreement or SBCL's right to rely fully upon such \nrepresentations, warranties, covenants and agreements.  All such \nrepresentations, warranties, covenants and agreements shall be considered to \nhave been relied upon by SBCL and shall survive the delivery to SBCL of the \nshares of Series D Preferred Stock (and the Conversion Shares).  The \nrepresentations and warranties shall terminate and expire (a) with respect to \na General Claim based on a breach thereof for which a Claims Notice has not \nbeen given, after [*] from the Transfer Date with respect to which such \nrepresentation and warranty was made, (b) with respect to a Tax Claim, on the \nlater of (i) the [*] after the date upon which the Liability to which any \nsuch Tax Claim may relate is barred by all applicable statutes of limitation \nand (ii) the [*] after the date upon which any claim for refund or credit \nrelated to such Tax Claim is barred by all applicable statutes of limitation \nand (c) with respect to the covenants of ActaMed set forth in Sections 5.1.3 \nand 5.1.6 hereof, upon the closing of a Public Offering.  A Claims Notice for \na General Claim based on a breach of covenant may be given at any time up to \nthe [*] of the date on which the breach of such covenant occurred.  With \nrespect to any Ownership Claim, Undisclosed Liability Claim or any type of \nclaim not specifically addressed above, such representations, warranties, \ncovenants and agreements shall survive without limit of time.\n\n     SECTION 8.2    OBLIGATION TO INDEMNIFY.\n\n                    8.2.1     OBLIGATIONS OF SBCL TO INDEMNIFY.  Subject to the\nlimitations of Sections 8.1.1, 8.2.6 and 8.2.9, SBCL agrees to indemnify and\nhold harmless each ActaMed Indemnitee against and in respect of:\n\n                              (a)  all Losses imposed upon or incurred by any\nActaMed Indemnitee by reason of or resulting from:\n\n                                   (i)    a breach of any representation or\nwarranty of  SBCL contained in or made pursuant to this Assets Purchase\nAgreement other than the representation contained in Section 3.1.3(a); or \n\n                                   (ii)   any nonfulfillment of any covenant or\nagreement of SBCL contained in or made pursuant to this Assets Purchase\nAgreement; or\n\n                                   (iii)  any Liability of SBCL not assumed by\nActaMed hereunder, including without limitation any Liability for any Taxes\nattributable to ownership of \n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n                                     -44-\n\n\n\nSCAN Assets or SBCL's provision of Lab EDI Services in a Region prior to its \nTransfer Date in accordance herewith. \n\n                              (b)  any and all actions, suits, claims,\nproceedings, investigations, demands, assessments, audits, fines, judgments,\ncosts and other expenses (including, without limitation, reasonable legal fees\nand expenses) incident to any Loss in connection with Section 8.2.1(a) or to the\nenforcement of this Section 8.2.1; \n\n                              (c)  all Losses imposed upon or incurred by any\nActaMed Indemnitee by reason of or resulting from any Litigation pending or\nthreatened, arising out of or relating to the provision of Lab EDI Services at\nan SBCL Site hereunder, regardless of whether it is disclosed in any Section of\nthe Disclosure Schedule called for by Section 3.1 or Section 2.5.2 hereof;\nPROVIDED, HOWEVER that, to the extent that any such Loss arises out of the\nactions of a Transferred Employee, SBCL shall only be obligated to indemnify and\nhold harmless an ActaMed Indemnitee hereunder if such Transferred Employee was\nacting subject to SBCL's general oversight and guidance pursuant to Section 6.2\nhereof.\n\n                    8.2.2     OBLIGATION OF ACTAMED TO INDEMNIFY.  Subject to\nthe limitations of Section 8.1.2 and Section 8.2.6, ActaMed agrees to indemnify\nand hold harmless each SBCL Indemnitee against and in respect of:\n\n                              (a)  all Losses imposed upon or incurred by any\nSBCL Indemnitee by reason of or resulting from:\n\n                                   (i)    a breach of any representation or\nwarranty of ActaMed contained in or made pursuant to this Assets Purchase\nAgreement; or \n\n                                   (ii)   any nonfulfillment of any covenant or\nagreement of ActaMed contained in or made pursuant to this Assets Purchase\nAgreement; and\n\n                                   (iii)  any Liability of ActaMed (other than\na Liability indemnified by SBCL pursuant to Section 8.2.1) attributable to\nownership of SCAN Assets or ActaMed's provision of Lab EDI Services in a Region\nafter its Transfer Date in accordance herewith; PROVIDED that if the Services\nAgreement provides for indemnification for any such Liability, then no such\nclaim shall be brought hereunder. \n\n                              (b)  any and all actions, suits, claims,\nproceedings, investigations, demands, assessments, audits, fines, judgments,\ncosts and other expenses (including, without limitation, reasonable legal fees\nand expenses) incident to any Loss in connection with Section 8.2.2(a) or to the\nenforcement of this Section 8.2.2.\n\n                              (c)  all Losses imposed upon or incurred by any\nSBCL Indemnitee by reason of or resulting from any Litigation pending or\nthreatened, arising out of or relating to use of SCAN Assets at an ActaMed Site\n\n\n                                     -45-\n\n\n\nafter such site became an ActaMed Site hereunder, regardless of whether it is \ndisclosed in the Disclosure Schedule by reason of Section 3.2 or Section \n2.6.3 hereof.\n\n                              (d)  all Losses imposed upon or incurred by SBCL\nby reason of SBCL premises being used by Transferred Employees on or after the\nHire Date.\n\n                    8.2.3     CLAIMS NOTICE.  A Claim shall be made by any\nIndemnitee by delivery of a Claims Notice to the Indemnifying Party requesting\nindemnification and specifying the basis on which indemnification is sought and\nthe amount of asserted Losses and, in the case of a Third Party Claim,\ncontaining (by attachment or otherwise) such other information as such\nIndemnitee shall have concerning such Third Party Claim.  \n\n                    8.2.4     PROCEDURES INVOLVING NON-THIRD PARTY CLAIMS.  If\nthe Claim involves a matter other than a Third Party Claim, the Indemnifying\nParty shall have forty-five (45) days to object to such Claim by delivery of a\nwritten notice of such objection to such Indemnitee specifying in reasonable\ndetail the basis for such objection.  If an objection is timely made by the\nIndemnifying Party, the Indemnifying Party and the Indemnitee shall cooperate in\nthe compromise of the Claim with ultimate resolution of the validity of such\nClaim to be determined under Article IX.  Failure to object in a timely manner\nshall constitute a final and binding acceptance of the Claim by the Indemnifying\nParty on behalf of all Indemnitors, and the Claim shall be paid in accordance\nwith Section 8.2.8 hereof.\n\n                    8.2.5     PROCEDURES INVOLVING THIRD PARTY CLAIMS.  The\nobligations and liabilities of the parties hereunder with respect to a Third\nParty Claim shall be subject to the following terms and conditions:\n\n                              (a)  The Indemnitee shall give the Indemnifying\nParty written notice of a Third Party Claim promptly after receipt by the\nIndemnitee of notice thereof, and the Indemnifying Party may undertake the\ndefense, compromise and settlement thereof by representatives of its own\nchoosing reasonably acceptable to the Indemnitee.  The failure of the Indemnitee\nto notify the Indemnifying Party of such claim shall not relieve the\nIndemnifying Party of any liability that it may have with respect to such claim\nexcept to the extent the Indemnifying Party demonstrates that the defense of\nsuch claim is prejudiced by such failure.  The assumption of the defense,\ncompromise and settlement of any such Third Party Claim by the Indemnifying\nParty shall be an acknowledgment of the obligation of the Indemnifying Party to\nindemnify the Indemnitee with respect to such claim hereunder.  If the\nIndemnitee desires to participate in, but not control, any such defense,\ncompromise and settlement, it may do so at its sole cost and expense.  If,\nhowever, the Indemnifying Party fails or refuses to undertake the defense of\nsuch Third Party Claim within ten (10) days after written notice of such claim\nhas been given to the Indemnifying Party by the Indemnitee, the Indemnitee shall\nhave the right to undertake the defense, compromise and settlement of such claim\nwith counsel of its own choosing. In the circumstances described in the\npreceding sentence, the Indemnitee shall, promptly upon its assumption of the\ndefense of such claim, make a Claim as specified in \n\n\n                                      -46-\n\n\n\nSection 8.2.1(b) or 8.2.2(b) which shall be deemed a Claim that is not a \nThird Party Claim for the purposes of the procedures set forth herein.\n\n                              (b)  If, in the reasonable opinion of the\nIndemnitee, any Third Party Claim or the litigation or resolution thereof\ninvolves an issue or matter which could have a material adverse effect on the\nbusiness, operations, assets, properties or prospects of the Indemnitee\n(including, without limitation, the administration of the tax returns and\nresponsibilities under the tax laws of the Indemnitee), the Indemnitee shall\nhave the right to control the defense, compromise and settlement of such Third\nParty Claim undertaken by the Indemnifying Party, and the reasonable costs and\nexpenses of the Indemnitee in connection therewith shall be included as part of\nthe indemnification obligations of the Indemnifying Party hereunder.  If the\nIndemnitee shall elect to exercise such right, the Indemnifying Party shall have\nthe right to participate in, but not control, the defense, compromise and\nsettlement of such Third Party Claim at its sole cost and expense.\n\n                              (c)  No settlement of a Third Party Claim\ninvolving the asserted liability of the Indemnifying Party under this Article\nshall be made without the prior written consent by or on behalf of the\nIndemnifying Party, which consent shall not be unreasonably withheld or delayed.\nIf the Indemnifying Party assumes the defense of such a Third Party Claim, (1)\nno compromise or settlement thereof may be effected by the Indemnifying Party\nwithout the Indemnitee's consent unless (a) there is no finding or admission of\nany violation of law or any violation of the rights of any Person and no effect\non any other claim that may be made against the Indemnitee (b) the sole relief\nprovided is monetary damages that are paid in full by the Indemnifying Party and\n(c) the compromise or settlement includes, as an unconditional term thereof, the\ngiving by the claimant or the plaintiff to the Indemnitee of a release, in form\nand substance reasonably satisfactory to the Indemnitee, from all liability in\nrespect of such Third Party Claim, and (2) the Indemnitee shall have no\nliability with respect to any compromise or settlement thereof effected without\nits consent.\n\n                    8.2.6     LIMITATIONS ON INDEMNIFICATION.\n\n                              (a)  No Party to this Assets Purchase Agreement\nshall be entitled to indemnification under this Assets Purchase Agreement to the\nextent that such Party's Losses are increased or extended by the willful\nmisconduct, violation of law or bad faith of such Party.\n\n                              (b)  No Indemnifying Party shall be required to \nindemnify an Indemnitee with respect to any Loss arising out of or with \nrespect to a Claim unless the amount of such Loss, when aggregated with all \nother such Losses, shall (i) exceed [*], at which time Claims may be asserted \nto the extent that all Losses or Asserted Liabilities are in excess of such \nthreshold amount; PROVIDED, however, that such threshold amount shall not \napply to any (a) Loss which results from or arises out of an Ownership Claim, \na Tax Claim or Undisclosed Liability Claim, (b) Loss which results from or \narises out of fraud or intentional misrepresentation or an intentional breach \nof a representation, \n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n                                     -47-\n\n\n\nwarranty, covenant or agreement in this Assets Purchase Agreement; (c) Claim \nwhich is based upon Section 8.2.1(a)(iii) or 8.2.2(a)(iii) or (d) Loss which \nresults from or arises out of any Litigation incident to any of the matters \nreferred to in the foregoing clauses (a) and (b); and (ii) be less than [*], \nPROVIDED that such cap shall not apply to (a) a General Claim which is based \nupon a breach by SBCL of its representations and warranties set forth in \nSections 3.1.7(a) or (b) hereof or a breach of its covenant set forth in \nSection 4.4 hereof, (b) a General Claim which is based upon a breach by \nActaMed of its representation and warranty set forth in Section 3.2.14 or a \nbreach of its covenant set forth in Section 4.4 hereof, or (c) a Claim which \nis based upon Section 8.2.1(a)(iii) or 8.2.2(a)(iii).  Notwithstanding the \nforegoing, for any breach of Section 3.1.6(a)-(c), SBCL shall indemnify each \nActaMed Indemnitee for any individual Loss in excess of [*] per item of \ntangible personal property and any aggregate Loss exceeding [*] for items of \ntangible personal property. \n\n                    8.2.7     NO RELEASE FOR FRAUD.  Nothing contained in this\nAssets Purchase Agreement shall relieve or limit the liability of any Party or\nany officer or director of such Party from any Liability arising out of or\nresulting from common law fraud or intentional misrepresentation in connection\nwith the transactions contemplated by this Assets Purchase Agreement or in\nconnection with the delivery of any of the Transaction Documents.  Each Party\nshall have a right to indemnification for any Loss incurred as the result of any\ncommon law fraud or intentional misrepresentation by any other Party or any\nofficer or director of such other Party without regard to the Threshold Amount,\nthe maximum liability or any period of limitation.\n\n                    8.2.8     PAYMENT.\n\n                              (a)  If any Party is required to make any payment\nunder this Article, such Party shall promptly pay the Indemnified Party the\namount so determined.  If there is a dispute as to the amount or manner of\ndetermination of any indemnity obligation owed under this Article, the\nIndemnifying Party shall nevertheless pay when due such portion, if any, of the\nobligation as shall not be subject to dispute.  The difference, if any, between\nthe amount of the obligation ultimately determined as properly payable under\nthis Article and the portion, if any, theretofore paid shall bear interest as\nprovided in Section 8.2.8(c).\n\n                              (b)  Any items as to which an Indemnified Party is\nentitled to payment under this Article may be paid by set-off against amounts\npayable to the Indemnifying Party to the extent that such amounts are sufficient\nto pay such items.\n\n                              (c)  If all or part of any indemnification\nobligation under this Assets Purchase Agreement is not paid when due, then the\nIndemnifying Party shall pay the Indemnified Party interest on the unpaid\nprincipal amount of the obligation from the date the amount became due until\npayment in full, at the per annum rate of interest announced from time to time\nby NationsBank South, N.A., to be its \"prime rate.\"\n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n                                     -48-\n\n\n\n                    8.2.9   SPECIAL INDEMNITY AS TO PROJECTIONS. \nNotwithstanding Section 8.2.6(b), SBCL shall pay to ActaMed any amount by \nwhich (x) the aggregate general expenses incurred by ActaMed for goods and \nservices reflected on SCHEDULE 3.1.3 under the Subtotals [*] in connection \nwith ActaMed's provision of Lab EDI Services to the Fixed Fee Sites (as \ndefined in the Services Agreement), taking into account that the Projections \nare based on [*] SCAN Sites, the number of SCAN Sites actually transferred to \nActaMed and the staging of their transfer, excluding one-time or \ntransactional expenses (which amount shall include any expenses incurred with \nrespect to this transaction), and less any increased expenses incurred as a \nresult of providing the Agreed Services (as defined in the Services \nAgreement) in a different manner than SBCL did prior to the transfer of such \nSCAN Sites exceeds (y) [*] of the Projections.\n\n                    8.2.10  EXCLUSIVE REMEDY.  Except for equitable remedies \nand any action for common law fraud, the remedies provided in this Article \nconstitute the sole and exclusive remedies for recovery against the \nIndemnifying Party based upon this Assets Purchase Agreement.\n\n                                  ARTICLE 9\n\n                              DISPUTE RESOLUTION\n\n     SECTION 9.1  INFORMAL DISPUTE RESOLUTION.  Any dispute between the \nparties arising out of or with respect to this Assets Purchase Agreement, \neither with respect to the interpretation of any provision of this Assets \nPurchase Agreement or with respect to the performance by ActaMed or SBCL, \nshall be resolved as provided in this Article.\n\n                    9.1.1   INFORMAL DISPUTE RESOLUTION.  Prior to the \ninitiation of formal dispute resolution procedures, the parties shall first \nattempt to resolve their dispute informally, as follows:\n\n                             (a)  The Relationship Managers for each Party \nshall meet for the purpose of endeavoring to resolve such dispute.  They \nshall meet as often as the parties reasonably deem necessary in order to \ngather and furnish to the other all information with respect to the matter in \nissue which the parties believe to be appropriate and germane in connection \nwith its resolution.  The Relationship Managers shall discuss the problem and \nnegotiate in good faith in an effort to resolve the dispute without the \nnecessity of any formal proceeding.  During the course of negotiations, all \nreasonable requests made by one Party to another for nonprivileged \ninformation, reasonably related to this Assets Purchase Agreement, shall be \nhonored in order that each of the parties may be fully advised of the other's \nposition.\n\n                             (b)  If, within fifteen (15) days after a matter \nhas been identified for resolution pursuant to this Article, either of the \nRelationship Managers concludes in good faith that amicable resolution \nthrough continued negotiation in this forum does not appear likely, \n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n                                     -49-\n\n\n\nthe matter will be escalated by formal written notification to the SBCL \nPresident and the ActaMed President.  The Parties will use their respective \nbest efforts to cause the SBCL President and the ActaMed President to meet to \nattempt to resolve the dispute.\n\n                             (c)  Formal proceedings for the resolution of a \ndispute may not be commenced until the earlier of: (i) the date on which the \nSBCL President and the ActaMed President conclude in good faith that amicable \nresolution through continued negotiation of the matter does not appear \nlikely; or (ii) thirty (30) days after the dispute has been referred to the \nSBCL President and the ActaMed President.\n\n                    9.1.2  FORMAL PROCEEDINGS PERMITTED.  The provisions of \nthis Section 9.1 shall not be construed to prevent a party from instituting, \nand a party being authorized to institute, formal proceedings earlier to \navoid the expiration of any applicable limitations period or any period \nprovided for in Section 8.1.\n\n     SECTION 9.2  ARBITRATION.  If the parties are unable to resolve any \ncontroversy arising under this Assets Purchase Agreement as contemplated by \nSection 9.1 and if such controversy is not subject to Article VIII or Section \n9.3, then such controversy shall be submitted to mandatory and binding \narbitration at the election of either party (the \"Disputing Party\") pursuant \nto the following conditions:\n\n                    9.2.1  SELECTION AND REPLACEMENT OF ARBITRATORS.  The \nDisputing Party shall notify the AAA and the other party in writing \ndescribing in reasonable detail the nature of the dispute (the \"DISPUTE \nNOTICE\").  Each of the parties shall select a neutral arbitrator in \naccordance with the rules of AAA, and the two arbitrators so selected shall \nselect a third neutral arbitrator (the three arbitrators referred to in this \nSection being hereinafter referred to as the \"PANEL\").\n\n                    9.2.2  CONDUCT OF ARBITRATION.  The Panel shall allow \nreasonable discovery as permitted by the Federal Rules of Civil Procedure, to \nthe extent consistent with the purpose of the arbitration.  The panel shall \nhave no power or authority to amend or disregard any provision of this \nSection.  The arbitration hearing shall be commenced promptly and conducted \nexpeditiously, with each of ActaMed and SBCL being allocated one-half of the \ntime for the presentation of its case.  Unless otherwise agreed to by the \nparties, an arbitration hearing shall be conducted on consecutive days.\n\n                    9.2.3  REPLACEMENT OF ARBITRATOR.  Should an arbitrator \nrefuse or be unable to proceed with arbitration proceedings as called for by \nthis Section, such arbitrator shall be replaced by an arbitrator selected in \naccordance with the rules of the AAA.\n\n                    9.2.4  FINDINGS AND CONCLUSIONS.  The Panel rendering \njudgment upon disputes between parties as provided in this Section shall, \nafter reaching judgment and award, prepare and distribute to the parties a \nwriting describing the findings of fact and conclusions of law relevant to \nsuch judgment and award and containing an opinion setting forth the reasons \nfor \n\n                                     -50-\n\n\n\nthe giving or denial of any award.  The award of the Panel shall be final and \nbinding on the parties, and judgment thereon may be entered in a court of \ncompetent jurisdiction.\n\n                    9.2.5  PLACE OF ARBITRATION HEARINGS.  Arbitration \nhearings hereunder shall be held in Washington, D.C.\n\n                    9.2.6  TIME OF THE ESSENCE.  The Panel is instructed that \ntime is of the essence in the arbitration proceeding.  The Panel shall render \nits judgment or award within fifteen (15) days following the conclusion of \nthe hearing.  Recognizing the express desire of the parties for an \nexpeditious means of dispute resolution, the Panel shall limit or allow the \nparties to expand the scope of discovery as may be reasonable under the \ncircumstances.\n\n     SECTION 9.3  LITIGATION.\n\n                    9.3.1  IMMEDIATE INJUNCTIVE RELIEF.  In the event of a \nbreach of the confidentiality obligations set forth in this Assets Purchase \nAgreement, or in the event a party makes a good faith determination that a \nbreach of the terms of this Assets Purchase Agreement by the other party is \nsuch that the damages to such party resulting from the breach will be so \nimmediate, so large or severe, and so incapable of adequate redress after the \nfact that a temporary restraining order or other immediate injunctive relief \nis a necessary remedy, then such party may file a pleading with a court \nseeking immediate injunctive relief.  If a party files a pleading with a \ncourt seeking immediate injunctive relief and this pleading is challenged by \nthe other party and the injunctive relief sought is not awarded in \nsubstantial part (or in the event of a temporary restraining order is vacated \nupon challenge by the other party), the party filing the pleading seeking \nimmediate injunctive relief shall pay all of the costs and attorneys' fees of \nthe party successfully challenging the pleading.\n\n                    9.3.2  JURISDICTION.  ActaMed and SBCL each consent to \nvenue in Philadelphia, Pennsylvania and to the nonexclusive jurisdiction of \ncompetent Pennsylvania state courts or federal courts located in Philadelphia \nfor all litigation which may be brought, subject to the requirement for \narbitration hereunder, with respect to the terms of, and the transactions and \nrelationships contemplated by, this Assets Purchase Agreement. \n\n                                  ARTICLE 10\n\n                                 TERMINATION\n\n     SECTION 10.1  TERMINATION.\n\n                    10.1.1  METHOD OF TERMINATION.  This Assets Purchase \nAgreement and the transactions contemplated hereby may be terminated at any \ntime prior to a Transfer Date:\n\n                            (a)  by the mutual consent of SBCL and ActaMed;\n\n                                     -51-\n\n\n\n                            (b)  by SBCL by written notice of termination to \nActaMed given after ActaMed shall have failed to meet the Transfer Benchmarks \nwith respect to a Region by any applicable Measurement Date;\n\n                            (c)  by ActaMed, if SBCL shall (1) fail to \nperform in any material respect its agreements contained herein required to \nbe performed by it on or prior to such Transfer Date, or (2) materially \nbreach any of its representations, warranties or covenants contained herein;\n\n                            (d)  by SBCL, if ActaMed shall (1) fail to \nperform in any material respect its agreements contained herein required to \nbe performed by it on or prior to such Transfer Date, or (2) materially \nbreach any of its representations, warranties or covenants contained herein; \n\n                            (e)  by either SBCL or ActaMed if there shall be \nany order, writ, injunction or decree of any court or governmental or \nregulatory agency binding on ActaMed or SBCL which prohibits or restrains \nActaMed or SBCL from consummating the transactions contemplated by this \nAssets Purchase Agreement, provided that ActaMed and SBCL shall have used \ntheir best efforts to have any such order, writ, injunction or decree lifted \nand the same shall not have been lifted within thirty (30) days after entry;\n\n                            (f)  by SBCL if SBCL terminates the Services \nAgreement; or\n\n                            (g)  by ActaMed if ActaMed terminates the \nServices Agreement.\n\n                    10.1.2  NOTICE OF TERMINATION.  Notice of termination of \nthis Assets Purchase Agreement, as provided for in this Article, shall be \ngiven by the party so terminating to the other party in accordance with \nSection 11.1.1 of this Assets Purchase Agreement.  Any such termination shall \nbe effective as of the date of such notice, unless otherwise provided in such \nnotice.\n\n                    10.1.3  EFFECT OF TERMINATION.  If this Assets Purchase \nAgreement is terminated pursuant to Section 10.1 then, with respect to all \ntransactions contemplated by this Assets Purchase Agreement as to which no \nTransfer Date has occurred (the \"Future Transfers\"), the obligations of the \nparties as to such Future Transfers shall become void and of no further force \nand effect, and each party shall pay the costs and expenses incurred by it in \nconnection with this Assets Purchase Agreement as set forth herein and no \nparty (nor any of its officers, directors, employees, agents, representatives \nor stockholders) shall be liable to any other party for any costs, expenses, \ndamages (direct or indirect) or loss of anticipated profits for Future \nTransfers.\n\n     SECTION 10.2  RISK OF LOSS.  SBCL assumes all risk of destruction, loss \nor damage due to fire or other casualty to the SCAN Assets located at SBCL \nSites. SBCL shall remit all insurance proceeds relating to SCAN Assets not \ntransferred by reason of such destruction, loss or \n\n                                     -52-\n\n\n\ndamage to ActaMed.  If ActaMed and SBCL are unable to agree upon the amount \nof such insurance proceeds applicable to the affected SCAN Assets, the \ndispute shall be resolved jointly by the independent accounting firms then \nemployed by ActaMed and SBCL, and if said accounting firms do not agree, they \nshall appoint a nationally recognized accounting firm, whose determination of \nthe dispute shall be final and binding.\n\n                                  ARTICLE 11  \n\n                                 MISCELLANEOUS\n\n     SECTION 11.1  GENERAL PROVISIONS.\n\n\n                    11.1.1  NOTICES.  All notices, requests, demands and \nother communications hereunder shall be in writing and shall be deemed to \nhave been given if (1) delivered by hand or if mailed by United States \nregistered or certified mail, return receipt requested, first class postage \nprepaid, (2) sent by Federal Express or similar overnight courier service to \nthe parties or their assignees, or (3) sent by telecopy to the number set \nforth below and promptly followed by a written copy sent by any other means \nspecified herein, addressed as follows:\n\n                    If to SBCL:\n\n\n                              SmithKline Beecham Clinical Laboratories, Inc.\n                              1201 South Collegeville Road\n                              Collegeville, PA 19426\n                              Attention: John B. Okkerse, Jr., PhD, President\n                              Telephone: [*]\n                              Telecopy:  [*]\n\n                    with a copy to:\n\n                              SmithKline Beecham Corporation \n                              One Franklin Plaza\n                              16th and Race Streets\n                              Philadelphia, PA 19103\n                              Attention: General Counsel-U.S.\n                              Telephone: [*]\n                              Telecopy:  [*]\n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n\n                                     -53-\n\n\n\n                              If to ActaMed:\n\n                              ActaMed Corporation\n                              Suite 600\n                              7000 Central Parkway\n                              Atlanta, Georgia  30328\n                              Attention:  Chief Financial Officer\n                              Telephone: (770) 352-1600\n                              Telecopy:  (770) 352-1815\n\n                    with a copy to:\n\n                              Alston &amp; Bird\n                              One Atlantic Center\n                              1201 West Peachtree Street\n                              Atlanta, Georgia  30309-3424\n                              Attention:  John C. Weitnauer, Esq.\n                              Telephone:  (404) 881-7780\n                              Telecopy Number:  (404) 881-7777\n\n                              (a)  If delivered personally, the date on which \na notice, request, instruction or document is delivered shall be the date on \nwhich such delivery is made and, if delivered by mail, telecopy, Federal \nExpress or other overnight courier, the date on which such notice, request, \ninstruction or document is first received shall be the date of delivery.\n\n                              (b)  Any party hereto may change its address \nspecified for notices herein by designating a new address by notice in \naccordance with this Section 11.1.\n\n                              (c)  Failure of any party to send a copy of any \nnotice to counsel for the other Party shall not affect in any way the \nvalidity of such notice to other party.\n\n                    11.1.2  FURTHER ASSURANCES.  Each party covenants that at \nany time, and from time to time, after any Transfer Date, it will execute \nsuch additional instruments and take such actions as may be reasonably \nrequested by the other party to confirm or perfect or otherwise to carry out \nthe intent and purposes of this Assets Purchase Agreement.\n\n                    11.1.3  WAIVER.  Any failure on the part of any party \nhereto to comply with any of its obligations, agreements or conditions \nhereunder may be waived by any other party to whom such compliance is owed.  \nNo waiver of any provision of this Assets Purchase Agreement shall be deemed, \nor shall constitute, a waiver of any other provision, whether or not similar, \nnor shall any waiver constitute a continuing waiver.\n\n                    11.1.4  ASSIGNMENT.  This Assets Purchase Agreement shall \nnot be assignable by any of the parties hereto without the written consent of \nthe other party hereto, and \n\n                                     -54-\n\n\n\nno rights under this Assets Purchase Agreement may be transferred without the \nconsent of the non-transferring party, except that:\n\n                              (a)  the rights of ActaMed under this Assets \nPurchase Agreement may be transferred to any Person that acquires all or \nsubstantially all of the business or assets of ActaMed related to the ActaLab \nSoftware and the Network (whether by purchase of assets, merger or other \ncorporate reorganization), [*];\n\n                              (b)  the rights of SBCL under this Assets \nPurchase Agreement may be transferred before or after the last Transfer Date \nin connection with a transfer of shares of Series D Preferred Stock made in \naccordance with the provisions of the Stockholders' Agreement; and\n\n                              (c)  all the rights of SBCL may be transferred \nto an Affiliate of SBCL or an acquiror of substantially all of its assets \n(whether by purchase of assets, merger or other corporate reorganization).\n\nAny attempted assignment without such consent shall be void.  If the parties \ncannot agree upon whether a company competes with SBCL, the parties shall \nresolve the dispute pursuant to Article IX. Any assignment with consent does \nnot release the assigning party from any of its obligations under this Assets \nPurchase Agreement unless the consent so states.  Any transferee of SBCL \npermitted pursuant to clause (b) above shall execute and deliver to ActaMed \nan instrument satisfactory to it agreeing to be bound by the provisions \nhereof and of the Stockholders' Agreement and the Registration Rights \nAgreement.\n\n                    11.1.5  BINDING EFFECT.  Subject to the limitations on \ntransfer set forth in Section 11.1.4, this Assets Purchase Agreement shall be \nbinding upon and inure to the benefit of the parties hereto and their \nrespective heirs, legal representatives, executors, administrators, \nsuccessors and assigns.\n\n                    11.1.6  KNOWLEDGE.  The use of the terms \"to ActaMed's \nknowledge\" or words of similar import shall refer to the facts known to [*] \nMichael K. Hoover and [*] after reasonable inquiry.  The use of the \nterms \"to SBCL's knowledge\" or words of similar import shall refer to the \nfacts known to [*] after reasonable inquiry.\n\n                    11.1.7  HEADINGS.  The section and other headings in this \nAssets Purchase Agreement are inserted solely as a matter of convenience and \nfor reference, and are not a part of this Assets Purchase Agreement.\n\n                    11.1.8  ENTIRE AGREEMENT.  This Assets Purchase Agreement \nand the Exhibits, Schedules, certificates and other documents delivered \npursuant hereto or incorporated \n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n\n                                     -55-\n\n\n\nherein by reference, contain and constitute the entire agreement among the \nparties hereto and supersede and cancel any prior agreements, \nrepresentations, warranties, or communications, whether oral or written, \namong the parties hereto relating to the transactions contemplated hereby or \nthe subject matter herein.  This Assets Purchase Agreement may be changed, \nwaived, discharged or terminated only by an agreement in writing signed by \n(a) ActaMed and (b) SBCL or, after the last of the Transfer Dates, the \nholder(s) of a majority of the Shares of Series D Preferred Stock and any \nConversion Shares considered as a single class.\n\n                    11.1.9  GOVERNING LAW.  Except for the matters referred \nto by Section 9.3, this Assets Purchase Agreement shall be governed by and \nconstrued in accordance with the laws of the State of Georgia.\n\n                    11.1.10  COUNTERPARTS.  This Assets Purchase Agreement \nmay be executed in one or more counterparts, each of which shall be deemed an \noriginal, but all of which together shall constitute one and the same \ninstrument.\n\n                    11.1.11  PRONOUNS.  All pronouns used herein shall be \ndeemed to refer to the masculine, feminine or neutral gender as the context \nrequires.\n\n                    11.1.12  TIME OF ESSENCE.  Time is of the essence in this \nAssets Purchase Agreement.\n\n                    11.1.13  SCHEDULES AND EXHIBITS.  All Schedules and \nExhibits attached to this Assets Purchase Agreement are by this reference \nmade a part hereof.\n\n\n\n\n                          [SPACE INTENTIONALLY LEFT BLANK]\n\n\n\n\n\n                                     -56-\n\n\n\nIN WITNESS WHEREOF, the parties hereto have executed this Assets Purchase \nAgreement under seal as of the day and year first above written.\n\n\n                                       ActaMed Corporation\n\n\n                                       \/s\/\n                                       -----------------------------------\n                                       By:  Michael K. Hoover\n                                       Its: President\n\n\n\n                                       SmithKline Beecham Clinical \n                                        Laboratories, Inc. \n\n\n                                       \/s\/  \n                                       -----------------------------------\n                                       By:  John B. Okkerse Jr.\n                                       Its: President\n\n                                     -57-\n\n\n\n                                      EXHIBIT A\n\n                                     DEFINITIONS\n\n          \"AAA\" means the American Arbitration Association.\n\n          \"ActaLab Software\" means the ActaLab Software, as defined under the \nLicense Agreement.\n\n          \"ActaMed\" means ActaMed Corporation, a Georgia corporation.\n\n          \"ActaMed Business\" means the business of developing and selling \ninformation systems and related technology for the healthcare industry.\n\n          \"ActaMed Common Stock\" means the $.01 par value common stock of \nActaMed.\n\n          \"ActaMed Documents\" has the meaning given in Section 3.2.1 of the \nAssets Purchase Agreement.\n\n          \"ActaMed Financial Statements\" has the meaning given in Section \n3.2.3(a) of the Assets Purchase Agreement.\n\n          \"ActaMed Indemnitee\" means ActaMed and its directors, officers, \nemployees,  affiliates and permitted assigns.\n\n          \"ActaMed Network\" means the EDI system and network operated by \nActaMed for electronic laboratory test order entry and\/or results reporting, \nwhich includes the Network Software and ActaMed's gateway and hardware and \ncomputer systems needed to operate that software.\n\n          \"ActaMed President\" means the President of ActaMed, presently \nMichael Hoover, or should ActaMed be restructured in any manner, the officer \nof ActaMed having top authority over ActaMed's operations.\n\n          \"ActaMed Site\" means a Provider [*] utilizing the Network for \nLab EDI Services that was an SBCL Site on the Transfer Date of the Region in \nwhich such Provider [*] is located.\n\n          \"ActaMed Unaudited Statements\" has the meaning given in Section \n3.2.3(a) of the Assets Purchase Agreement.\n\n          \"Affiliate\" means, with respect to any Person, any other Person \ncontrolling, controlled by or under common control with such Person.\n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n\n                                      A-1\n\n\n\n          \"Applicable Transfer Date\" means, with respect to an SBCL Site, the \nTransfer Date of the Region in which the SBCL Site is located.\n\n          \"Articles\" means the Fourth Amended and Restated Articles of \nIncorporation of ActaMed, as the same may be hereafter amended from time to \ntime.\n\n          \"Assumption Agreement\" the agreement attached as EXHIBIT 2.6.2 to \nthe Assets Purchase Agreement.\n\n          \"Automated Provider\" means a Provider [*] who or which, on  the \nTransfer Date of the Region in which the Provider [*] is located, uses the \nSCAN Network to send clinical laboratory test orders to an SBCL Lab or to \nreceive test result reports from an SBCL Lab.\n\n          \"Claim\" means any claim for indemnification under Article VIII of \nthe Assets Purchase Agreement, including but not limited to a General Claim, \na Tax Claim or an Ownership Claim.\n\n          \"Claims Notice\" means a written notice of an indemnification claim \ndelivered pursuant to Section 8.2.3 of the Assets Purchase Agreement.\n\n          \"Code\" means the Internal Revenue Code of 1986, as amended.\n\n          \"Communication Plan\" shall have the meaning assigned in Section \n4.3.4.\n\n          \"Contract\" means any written contract, agreement, lease, plan, \ninstrument or other document, commitment, arrangement, undertaking, practice \nor authorization that is or may be binding on any Person or its property \nunder applicable law.\n\n          \"Conversion Shares\" means the shares of ActaMed Common Stock issued \nor issuable upon the conversion of, unless specified otherwise, all of the \nPreferred Shares.\n\n          \"Court Order\" means any judgment, decree, writ, injunction, order \nor ruling of any federal, state or local court or governmental or regulatory \nbody or authority that is binding on any Person or its property under \napplicable law.\n\n          \"Default\" means (a) a breach of or default under any Contract or \nLicense, (b) the occurrence of an event that with the passage of time or the \ngiving of notice or both would constitute a breach of or default under any \nContract or License or (c) the occurrence of an event that with or without \nthe passage of time or the giving of notice or both would give rise to a \nright of termination, renegotiation or acceleration under any Contract or \nLicense.\n\n          \"Development Agreement\" means the Development Agreement between \nSBCL and ActaMed dated October 31, 1997 for the initial development of the \nActaLab Software.\n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n                                      A-2\n\n\n\n          \"Dispute Notice\" has the meaning given in Section 9.2.1 of the \nAssets Purchase Agreement.\n\n          \"Disputing Party\" has the meaning given in Section 9.2 of the \nAssets Purchase Agreement.\n\n          \"EDI\" means electronic data interchange.\n\n          \"Employee Benefit Plan\" means any pension, retirement \nprofit-sharing, deferred compensation, bonus, incentive, performance, stock \noption, phantom stock, stock purchase, restricted stock, medical, \nhospitalization, vision, dental or other health, life, disability, severance, \ntermination or other employee benefit plan, program, arrangement, agreement \nor policy, whether written or unwritten, to which ActaMed contributes or is \nobligated to contribute, is a party to or is otherwise bound, or with respect \nto which ActaMed may have any Liability.  \n\n          \"Employee Computer\" shall have the meaning assigned in Section \n1.2.1 of this Assets Purchase Agreement.\n\n          \"ERISA\" means the Employee Retirement Income Security Act of 1974,  \nas amended.\n\n          \"ERISA Affiliate\" means (i) a member of any \"controlled group,\" as \ndefined in Section 414(b) of the Code, of which ActaMed is a member, (ii) a \ntrade or business, whether or not incorporated, under common control (within \nthe meaning of Section 414(c) of the Code) with ActaMed, or (iii) a member of \nany affiliated service groups (within the meaning of Section 414(m) of the \nCode) of which ActaMed is a member.  \n\n          \"Exchange Act\" means the Securities Exchange Act of 1934, as \namended.\n\n          \"FASB 5\" means Statement of Financing Accounting Standards No. 5 \nissued by the Financial Accounting Standards Board in March 1975.\n\n          \"Fourth Amended Articles\" means the Fourth Amended and Restated \nArticles of Incorporation of ActaMed.\n\n          \"GAAP\" means generally accepted accounting principles.\n\n          \"General Claim\" means any claim other than a Tax Claim, Ownership \nClaim or Undisclosed Liability Claim based upon, arising out of or otherwise \nin respect of  any inaccuracy in any representation or warranty or any breach \nof any covenant or agreement made or to be performed by a Party pursuant to \nthis Assets Purchase Agreement.\n\n          \"HSR Act\"  means Section 7A of the Clayton Act, as added by Title \nII of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, \nand the Regulations promulgated thereunder.\n\n                                      A-3\n\n\n\n          \"Implementation Committee\" has the meaning given in Section 4.2.2 \nof the Assets Purchase Agreement.\n\n          \"Implementation Plan\" has the meaning given in Section 4.2.1 of  \nthe Assets Purchase Agreement.\n\n          \"Indemnifying Party\" means the Party obligated to provide \nindemnification pursuant to Sections 8.2.1 or 8.2.2 of the Assets Purchase \nAgreement.\n\n          \"Indemnitee\" means a Party seeking indemnification under Sections \n8.2.1 or 8.2.2 of the Assets Purchase Agreement.\n\n          \"Integrity Agreement\" shall have the meaning given in the Services \nAgreement.\n\n          \"Intellectual Property\" means copyrights, trademarks, service \nmarks, trade names, patents, applications therefor, technology rights and \nlicenses, computer software (including, without limitation, any source or \nobject codes therefor or documentation relating thereto), computer software \nlicenses, trade secrets, franchises, know-how, inventions and intellectual \nproperty rights.\n\n          \"Lab EDI Services\" means electronic connectivity services enabling \nan Automated Provider to send Transmittal Information electronically to an \nSBCL Lab and\/or to receive electronically Transmittal Information from an \nSBCL Lab utilizing the Network.\n\n          \"Liability\" means any direct or indirect liability, indebtedness, \nobligation, expense, claim, deficiency, guaranty or endorsement of or by any \nPerson (other than endorsements of notes, bills and checks presented to banks \nfor collection or deposit in the ordinary course of business) of any type, \nwhether accrued, absolute, contingent, matured, unmatured or other.\n\n          \"License Agreement\" means the License Agreement between SBCL and \nActaMed dated the date of the Assets Purchase Agreement and described in the \npreamble to the Assets Purchase Agreement.\n\n          \"License\" means any license, franchise, notice, permit, easement, \nright, authorization or filing.\n\n          \"Lien\" means any mortgage, lien, security interest, pledge, \nencumbrance, restriction on transferability, defect of title, charge or claim \nof any nature whatsoever on any property or property interest.\n\n          \"Litigation\" means any lawsuit, action, claim, arbitration, \nadministrative or other proceeding, criminal prosecution or governmental \ninvestigation or inquiry involving or affecting a Party or its business, \nassets or Contracts to which it is a party or by which it or its business, \nassets or Contracts may be bound or affected.\n\n                                      A-4\n\n\n\n          \"Losses\" means any and all demands, claims, actions or causes of \naction, assessments, losses, diminution in value, damages (including special \nand consequential damages), liabilities, costs, and expenses, including \nwithout limitation, interest, penalties, cost of investigation and defense, \nand reasonable attorneys' and other professional fees and expenses.\n\n          \"Material Adverse Effect\" means a material adverse effect on the \nbusiness or financial condition of ActaMed or on the ability of ActaMed to \nconduct the ActaMed Business or the impairment of ActaMed's ability to \nperform its obligations under the ActaMed Documents.\n\n          \"Network\" means the SCAN Network and\/or the ActaMed Network.\n\n          \"Network Software\" means ActaMed's personal computer version of the \nProviderLink and ActaLink presentation and network software programs, under \nwhatever name marketed, and the SBCL Software and the ActaLab Software, and \nall Changes to them, which are licensed to Automated Providers and which \nallow access to the Network for the transmission of laboratory test order \nentries and reception of test result information.\n\n          \"New Business Plan\" means the New Business Plan for ActaMed \nprepared in accordance with Section 5.1.8 of this Assets Purchase Agreement.\n\n          \"OIG\" shall have the meaning assigned in Section 4.4 of this Assets \nPurchase Agreement.\n\n          \"Ownership Claim\" means any claim arising out of or otherwise in \nrespect of any inaccuracy in the representations and warranties set forth in \nSections 3.1.1, 3.1.2, 3.1.6 or 3.1.13, or 3.2.1, 3.2.2, 3.2.11, or 3.2.12 of \nthe Assets Purchase Agreement.\n\n          \"Panel\" has the meaning set forth in Section 9.2.1.\n\n          \"PC Systems\" means the assets described in Section 1.1.1 of the \nAssets Purchase Agreement.\n\n          \"Performance Standards\" has the meaning given such term in the \nServices Agreement.\n\n          \"Permitted Owner\" means SBCL or a successor owner of SBCL's Series \nD Preferred Stock or Conversion Shares permitted under the Stockholders \nAgreement among ActaMed and its stockholders, as amended from time to time.\n\n          \"Person\" means any individual, corporation, trust, estate, business \ntrust, general or limited partnership, limited liability company, limited \nliability partnership, unincorporated association or other legal entity.\n\n          \"Phone Lines\" means SBCL's contractual right to use certain phone \nlines, as more fully described in Section 1.1.2 of this Assets Purchase \nAgreement.\n\n                                      A-5\n\n\n\n          \"Preferred Stock\" means the Series A Preferred Stock, the Series B \nPreferred Stock, the Series C Preferred Stock and the Series D Preferred \nStock.\n\n          [*] means an [*].\n\n          \"Projections\" shall have the meaning assigned in Section 3.1.3 of \nthis Assets Purchase Agreement.\n\n          \"Provider\" means a physician, clinic, hospital, patient service \ncenter (other than [*]) or other provider of clinical health care services.\n\n          \"Provider Agreements\" means the contracts described in Section \n1.1.3 of this Assets Purchase Agreement.\n\n          \"Public Offering\" means a bona fide firm commitment underwritten \noffering of ActaMed Common Stock pursuant to a registration statement filed \nwith and declared effective by the Securities and Exchange Commission \npursuant to the Securities Act.\n\n          \"Region\" means any one of Region One, Region Two, Region Three, or \nRegion Four.\n\n          \"Region Four\" means the Region described on SCHEDULE 2.2(d)\n\n          \"Region Four Sites\" are the SCAN Sites located in Region Four.\n\n          \"Region Four Transfer Date\" has the meaning given in Section 2.3.4 \nof the Assets Purchase Agreement.\n\n          \"Region One\" means the Region described on SCHEDULE 2.2(a)\n\n          \"Region One Sites\" are the SCAN Sites located in Region One.\n\n          \"Region One Transfer Date\" means December 31, 1997.\n\n          \"Region Three\" means the Region described on SCHEDULE 2.2(c).\n\n          \"Region Three Sites\" are the SCAN Sites located in Region Three.\n\n          \"Region Three Transfer Date\" has the meaning given in Section 2.3.3 \nof the Assets Purchase Agreement.\n\n          \"Region Two\" means the Region described on SCHEDULE 2.2(b).\n\n          \"Region Two Sites\" are the SCAN Sites located in Region Two.\n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n\n                                      A-6\n\n\n\n          \"Region Two Transfer Date\" has the meaning given in Section 2.3.2 \nof the Assets Purchase Agreement.\n\n          \"Registration Rights Agreement\" means the Registration Rights \nAgreement dated May 3, 1994, as amended as of the date hereof and as the same \nmay be amended from time to time, by and among ActaMed and the stockholders \nof ActaMed signatory thereto.\n\n          \"Regulation\" means any statute, law, ordinance, regulation, \nrequirement, order or rule of any federal, state, or local government or \nother governmental agency or body or of any other type of regulatory body, or \nany governmental or administrative interpretation of any thereof, including, \nwithout limitation, (i) those covering health, safety, environmental, energy, \ntransportation, bribery, record keeping, zoning, antidiscrimination, \nantitrust, wage and hour, and price and wage control matters, (ii) \nrequirements imposed by any governmental or regulatory body which must be \nsatisfied to qualify for Medicare reimbursements, and (iii) any and all \nfederal, state and local health care laws relating to or covering the methods \nand ways in which Lab EDI Services and other related or incidental services \nor benefits, if any, are provided to the Automated Providers, including, but \nnot limited to, 42 U.S.C. Section 1395nn and the Clinical Laboratory \nImprovements Act of 1988, as amended.\n\n          \"Relationship Manager\" has the meaning given in Section 4.2.2 of \nthe Assets Purchase Agreement.\n\n          \"Required Consents\" means any and all licenses, waivers, consents \nor approvals from other parties to Contracts necessary to consummate the \ntransactions contemplated hereby and by any Exhibit hereto.\n\n          \"SBCL\" means SmithKline Beecham Clinical Laboratories, Inc., a \nDelaware corporation.\n\n          \"SBCL Documents\"  has the meaning given in Section 3.1.1 of the \nAssets Purchase Agreement.\n\n          \"SBCL Lab\" means any location at which SBCL or its Affiliates \nprovide, or may in the future provide, clinical laboratory testing services, \nregardless of the computer systems or software, if any, used by such lab for \nlab order entry and results reporting.\n\n          \"SBCL President\" shall mean the President of SBCL, presently John \nB. Okkerse, Jr., Ph.D., or should SBCL be restructured in any manner, the \nofficer of SBCL having top authority over SBCL's operations.\n\n          \"SBCL Site\" means an Automated Provider utilizing the SCAN Network \nfor Lab EDI Services on the Transfer Date of the Region in which such \nAutomated Provider is located.\n\n          \"SBCL Software\" means SBCL Software, as defined in the License \nAgreement.\n\n                                      A-7\n\n\n\n          \"SCAN Assets\" means the assets described in subsections 1.1.1 \nthrough 1.1.6 of the Assets Purchase Agreement.\n\n          \"SCAN Network\" means the SBCL Software and SBCL's hardware and \ncomputer systems needed to operate the SBCL Software which enables Automated \nProviders to place laboratory test orders electronically to an SBCL Lab \nand\/or to receive test result reports electronically from an SBCL Lab.\n\n          \"SCAN Site\" means either an SBCL Site or an ActaMed Site.\n\n          \"SCAN Software\" means the SBCL SCAN-TM- software licensed to \nActaMed pursuant to the License Agreement.\n\n          \"Schedule\" means any of the lists or disclosure schedules referred \nto herein.\n\n          \"SEC\" means the Securities and Exchange Commission.\n\n          \"Securities Act\" means the Securities Act of 1933, as amended.\n\n          \"Series A Preferred Stock\" means the Series A Convertible Preferred \nStock of ActaMed.\n\n          \"Series B Preferred Stock\" means the Series B Convertible Preferred \nStock of ActaMed.\n\n          \"Series C Preferred Stock\" means the Series C Convertible Preferred \nStock of ActaMed.\n\n          \"Series D Preferred Stock\" means the Series D Convertible Preferred \nStock of ActaMed.\n\n          \"Services Agreement\" means the Services Agreement, made and entered \ninto as of the date hereof, between ActaMed and SBCL.\n\n          \"Standstill Agreement\" means the Standstill Agreement, dated the \ndate hereof between SBCL and ActaMed.\n\n          \"Stockholders Agreement\" means the Stockholders Agreement, dated as \nof May 3, 1994, as amended as of the date hereof and as the same may be \namended from time to time, between ActaMed and the stockholders of ActaMed \nwho are signatories thereto.\n\n          \"Stock Option Plans\" means ActaMed's 1997 Stock Option Plan, 1996 \nDirectors Stock Option Plan, 1995 Stock Option Plan, 1994 Stock Option Plan, \n1993 Stock Option Plan and 1992 Stock Option Plan.\n\n                                      A-8\n\n\n\n          \"Subsidiary\" means a corporation, limited liability company, \npartnership, association, trust, joint venture or other entity in which \nActaMed or SBCL, as the case may be, has, directly or indirectly, an equity, \nownership or proprietary interest of greater than ten percent (10%).\n\n          \"Substantial Holder\" means an officer or employee of ActaMed who is \nthe beneficial owner of one percent (1%) or more of the outstanding voting \npower or the outstanding equity (on a fully diluted basis) of ActaMed.\n\n          \"Tax Claim\" means any claim based upon, arising out of or otherwise \nin respect of any inaccuracy in any representation or warranty or breach of \nany covenant or agreement made or to be performed by a Party pursuant to this \nAssets Purchase Agreement related to any Taxes.\n\n          \"Taxes\" means any federal, state, county, local and other taxes, \nincluding without limitation, income taxes, estimated taxes, excise taxes, \nsales taxes, use taxes, gross receipts taxes, franchise taxes, taxes on \nearnings and profits, employment and payroll related taxes, property taxes, \nreal property transfer taxes, Federal Insurance Contributions Act taxes, \ntaxes on value added and import duties, whether or not measured in whole or \nin part by net income, imposed by the United States or any political \nsubdivision thereof or by any Jurisdiction other than the United States or \nany political subdivision thereof.\n\n          \"Third Party Claim\" means any claim, suit or proceeding (including, \nwithout limitation, a binding arbitration or an audit by any taxing \nauthority) that is instituted against an Indemnitee by a Person other than an \nIndemnitor and which, if prosecuted successful, would result in a Loss for \nwhich such Indemnitee is entitled to indemnification hereunder.\n\n          \"Third Party Software\" means software that SBCL licensed from third \nparties for use in delivery of Lab EDI Services, including without limitation \nsoftware known as pkZip and pkUnzip, ProCom, and Reach Out.\n\n          \"Trade Secrets\" means information related to a Party (1) which \nderives economic value, actual or potential, from not being generally known \nto or readily ascertainable by other Persons who can obtain economic value \nfrom its disclosure or use, and (2) which is the subject of efforts by said \nPerson that are reasonable under the circumstances to maintain its secrecy.  \nWithout limitation, for ActaMed, ProviderLink and the ActaLab Software are \nTrade Secrets, and for SBCL, the SBCL Software is a Trade Secret.\n\n          \"Transaction Documents\" means the Assets Purchase Agreement, the \nDevelopment Agreement, the License Agreement, the Services Agreement and all \ndocuments executed or delivered in connection with the foregoing.\n\n          \"Transfer Benchmarks\" means the criteria set forth on EXHIBIT \n2.3.1, timely achievement of which shall determine whether the SCAN Assets \nrelating to SCAN Sites in the \n\n                                      A-9\n\n\n\nnext Region to be transferred shall be transferred by SBCL to ActaMed \npursuant to the Assets Purchase Agreement.\n\n          \"Transferred Employees\" means the employees listed on SCHEDULE VI \nhereto.\n\n          \"Transfer Date\" shall mean any one of and \"Transfer Dates\" shall \nmean more than one of the Region One Transfer Date, the Region Two Transfer \nDate, the Region Three Transfer Date, and the Region Four Transfer Date.\n\n          \"Transmittal Information\" means information which an Automated \nProvider gives ActaMed for communication to SBCL over the Network, or which \nSBCL gives ActaMed for communication to an Automated Provider over the \nNetwork, including all copies of same, and including without limitation, data \nrelating to laboratory records, clinical data, encounter data, test \ninformation, test codes and provider identification numbers (other than UPINs)\n\n          \"Undisclosed Liability Claim\" means any claim arising out of or \notherwise in respect of any inaccuracy in the representations and warranties \nset forth in Sections 3.2.3 or 3.2.8 of the Assets Purchase Agreement.\n\n          \"Vendor Contracts\" means the Contracts described in Section 1.1.4 \nof the Assets Purchase Agreement.\n\n          \"Warrant\" means the Warrant to purchase 450,450 shares of ActaMed \nCommon Stock at an exercise price of $5.00 issued by ActaMed to International \nBusiness Machines Corporation in December 1996.\n\n\n\n\n                                      A-10\n\n\n\n\n                                    Exhibit 2.3.1\n\n                                 TRANSFER BENCHMARKS\n\nCLIENT SATISFACTION MEASUREMENTS\n\n     ActaMed will provide such level of satisfactory Agreed Services (as \ndefined in the Services Agreement) measured as set forth below.  The \nfollowing \"Transfer Benchmarks\" will be used as the measurement for \nproceeding to the transfer of Region Two Sites, Region Three Sites and Region \nFour Sites.\n\nREQUISITION VOLUME\n\n     The first Transfer Benchmark shall be sustaining the monthly average \nnumber of Requisitions on a per-Site basis.  More specifically, ActaMed shall \nmeasure each month the volume of Requisitions for the ActaMed Sites in each \nTransferred Region.  It shall then calculate the average monthly per-Site \nRequisition volume.  This calculated average shall then be compared (i) to \nthe mean of the average monthly per-Site Requisition volumes for the same \nRegion for the twelve months immediately preceding the month for which the \nmeasurement was made and (ii) to the mean of the average monthly per-Site \nRequisition volumes for all non-Transferred Regions during the same time \nperiod.  If ActaMed's average monthly per-Site Requisition volume for the \nmeasured period, as adjusted for seasonality, is within 90% of each of (i) \nand (ii), above, then ActaMed will have met this benchmark.\n\n     For Region One, SBCL shall provide within thirty (30) days after the \nRegion One Transfer Date the monthly Requisitions and Sites for \nJanuary-December 1997. For all other Regions, the monthly Requisitions and \nSites for the twelve months prior to the Applicable Transfer Date shall be \nprovided on the Applicable Transfer Date.\n\nCUSTOMER SURVEYS\n\n     The second Transfer Benchmark shall be sustaining levels of support and \nclient acceptance satisfactory to SBCL, in its reasonable discretion, \ndetermined by comparing Transfer Surveys of the Automated Providers in each \nTransferred Region to a corresponding Initial Survey for such Automated \nProviders.\n\n     The Initial Survey shall be a survey, in a format and with content \napproved by SBCL in advance, which shall be performed by ActaMed within \nthirty (30) days after each Transfer Date.  Such survey shall solicity \nperformance and service-related comments from the Automated Providers about \nSBCL's provision of Lab EDI Services for that Region.  The initial survey \nshall be sent to ten percent (10%) of the Sites in each Region, selected at \nrandom by ActaMed.\n\n     The Transfer Surveys for each Region shall be identical to the Initial \nSurvey for such Region and shall be sent to the same Automated Providers, to \nthe greatest extent possible, as the Initial\n\n\n\n\nSurvey (and to replacement Automated Providers where not possible).  The \nTransfer Surveys shall solicit performance and service-related comments from \nthe Automated Providers about ActaMed's provision of Lab EDI Services for \neach Region.  The Transfer Surveys shall be performed for each applicable \nRegion within thirty (30) days prior to the each scheduled Transfer Date; \nprovided, that a Transfer Survey for a given Region shall only solicit \ninformation pertaining to the period between the last Transfer Date and the \nnext scheduled Transfer Date.\n\nCUSTOMER COMPLAINTS\n\n     The third and final Transfer Benchmark will be the absence of a material \nnumber (materiality to be determined by SBCL in its reasonable discretion \nrelative to the frequency and severity of complaints) of documented problems \nand Automated Providers ceasing to do business with SBCL Labs citing issues \nrelated to Lab EDI Services provided by ActaMed.  SBCL will provide ActaMed \nwith copies of any such documented problems within fifteen (15) days of their \nreceipt.\n\n                                       -2-\n\n\n\n\n\n                                    Exhibit 2.5.1\n\n                             BILL OF SALE AND ASSIGNMENT\n\n     This is a Bill of Sale and Assignment from SmithKline Beecham Clinical \nLaboratories, Inc., a Delaware corporation (\"SBCL\"), to ActaMed Corporation, \na Georgia corporation (\"ActaMed\"), pursuant to a certain Assets Purchase \nAgreement dated as of December ___, 1997 between SBCL and ActaMed (the \n\"Assets Purchase Agreement\").  Capitalized terms used and not defined herein \nshall have the meanings set forth in the Assets Purchase Agreement.\n\n     1.   For good and valuable consideration, the receipt and sufficiency of \nwhich are hereby acknowledged, SBCL hereby sells, assigns, transfers, conveys \nand delivers to ActaMed, its successors and assigns, to have and to hold \nforever:\n\n          (a)  all of its right, title and interest in and to the SCAN Assets \nlocated at SCAN Sites in Region ___, listed on Exhibit A attached hereto, \nfree and clear of all mortgages, liens, pledges, security interests, charges, \nclaims and other encumbrances of any nature whatsoever other than those \ndisclosed in the Assets Purchase Agreement or any Schedule thereto; and\n\n          (b)  all of its rights in the single-copy licenses granting the \nright to use the Third Party Software (i) installed by, or in accordance with \nthe instructions of, SBCL and (ii) resident on a PC System conveyed to \nActaMed in accordance with the preceding subparagraph (a), which rights are \nin accordance with the provisions of Section 1.2.1 of the Assets Purchase \nAgreement; and\n\n          (c)  all of its rights in the single-site licenses for Microsoft \nWindows to the extent contemplated by Section 1.2.2 of the Assets Purchase \nAgreement.\n\nThe assets described in the foregoing subparagraphs (a) -- (c) are \nhereinafter referred to as the \"Transferred Assets.\"\n\n     2.   From and after the Region ___ Transfer Date, upon request of \nActaMed, SBCL shall duly execute, acknowledge and deliver all such further \nassignments, documents of transfer or conveyance, powers of attorney and \nassurances and do such further acts as may be reasonably required to convey \nto and vest in ActaMed and protect its rights, title and interest in \nenjoyment of all the Transferred Assets and as may be appropriate otherwise \nto carry out the transactions contemplated by the Assets Purchase Agreement \nand this Bill of Sale and Assignment.\n\n     3.   In the event of a conflict between the terms and conditions of this \nBill of Sale and Assignment and the terms and conditions of the Assets \nPurchase Agreement, the terms of the Assets Purchase Agreement shall govern, \nsupersede and prevail.\n\n     4.   Notwithstanding anything herein to the contrary, the terms and \nconditions of the Assets Purchase Agreement shall survive the execution and \ndelivery of this Bill of Sale and Assignment.\n\n\n\n\n\n     5.   This instrument shall be governed by and construed in accordance \nwith the laws of the State of Georgia.\n\n     6.   This instrument shall be binding upon and shall inure to the \nbenefit of the parties hereto and their respective successors and assigns.\n\n     IN WITNESS WHEREOF, and intending to be legally bound, the undersigned \nhave duly executed and delivered this Bill of Sale and Assignment as of this \n___ day of _______________, 199_.\n\n                                   SMITHKLINE BEECHAM CLINICAL\n                                   LABORATORIES, INC.\n\n\n                                   By:_____________________________________\n                                   Title:\n\n\n\nAcknowledged and agreed:\n\nACTAMED CORPORATION\n\n\nBy: _____________________________\nTitle: \n\n                                       -2-\n\n\n\n\n                                    Exhibit 2.5.2\n\n                    SMITHKLINE BEECHAM CLINICAL LABORATORIES, INC.\n\n                                COMPLIANCE CERTIFICATE\n\n\n     The undersigned certifies that he is a __________________________ of \nSmithKline Beecham Clinical Laboratories, Inc., a Delaware corporation \n(\"SBCL\"), and that as such he is authorized to execute this certificate by \nand on behalf of the SBCL and, pursuant to Section 2.5.2 of the Assets \nPurchase Agreement, dated as of December __, 1997 (the \"Asset Purchase \nAgreement\"), between SBCL and ActaMed Corporation, a Georgia corporation \n(\"ActaMed\"), and further certifies that:\n\n          a.   The representations and warranties of SBCL, [other than the\nrepresentations and warranties contained in Sections 3.1.3, 3.1.4(a) - (e),\n3.1.6(d) and 3.1.7(b),] contained in the Assets Purchase Agreement, as\nsupplemented by the Disclosure Schedule attached hereto, are true and correct\nin all material respects at and as of the date hereof as though such\nrepresentation and warranties were made at and as of the date hereof.\n\n          b.   SBCL has duly performed and complied with each covenant and \ncondition required by the Assets Purchase Agreement to be performed or \ncomplied with before or on the date hereof.\n\n     IN WITNESS WHEREOF, I have hereunto set my hand as of this ___ day of \n____________, 199_.\n\n                                   By: ____________________________________\n                                   Name:\n                                   Title:\n\n\n\n**   Bracketed text to be included on Region Two Transfer Date, Region Three\n     Transfer Date, and Region Four Transfer Date only.\n\n\n\n\n                                    Exhibit 2.5.3\n\n                    SMITHKLINE BEECHAM CLINICAL LABORATORIES, INC.\n\n                        CERTIFICATE OF THE ASSISTANT SECRETARY\n\n     The undersigned certifies that he is the Secretary of SmithKline Beecham \nClinical Laboratories, Inc., a Delaware corporation (the \"Company\"), and that \nas such he is authorized to execute and deliver this certificate by and on \nbehalf of the Company, and further certifies that:\n\n          a.   Attached hereto as Exhibit \"A\" is a true, correct and complete \ncopy of the Company's Certificate of Incorporation, as certified by the \nSecretary of State of the State of Delaware; said Certificate of \nIncorporation is in full force and effect as of the date hereof; since the \ndate of certification by the Secretary of State of the State of Delaware \nthere have been no amendments, alterations or modifications of such \nCertificate of Incorporation; and no action has been taken by the Company in \ncontemplation of any such amendment or the dissolution, merger or \nconsolidation of the Company.\n\n          b.   Attached hereto as Exhibit \"B\" is a true, correct and complete \ncopy of the Bylaws of the Company as in effect on the date hereof, and there \nhave been no additional amendments authorized with respect thereto.\n\n          c.   Attached hereto as Exhibit \"C\" is a copy of the resolutions \nduly adopted by the Board of Directors of the Company on December 29, 1997, \nwith respect to the Asset Purchase Agreement and the transactions \ncontemplated hereby, and such resolutions have not been rescinded or amended \nin any respect and are in full force and effect on the date hereof.\n\n          d.   Each of the following persons now is, and at all times \nincluding and since ___________________, 199_, has been a duly elected \nofficer or employee of the Company, holding the office or position in the \nCompany set forth opposite his name below, and the signature of each such \nperson appearing opposite his name below is his genuine signature:\n\n               [Name and title]     _______________________________________\n\n               [Name and title]     _______________________________________\n\n\n     IN WITNESS WHEREOF, I have hereunto set my hand this ___ day of\n____________, 199_.\n\n\n                                   By: _________________________________\n                                       Assistant Secretary\n\n\n\n\n\n     I, __________________________, ________________________ of SmithKline \nBeecham Clinical Laboratories, Inc., a Delaware corporation, do hereby \ncertify that ____________________ is the duly elected Assistant Secretary of \nthe Company, and that the signature appearing above is his genuine signature.\n\n     IN WITNESS WHEREOF, I have herewith set my hand this ___ day of \n_____________, 199_.\n\n\n\n\n                                   __________________________________________\n                                   [Title]\n\n\n                                       -2-\n\n\n\n\n\n                                    Exhibit 2.6.2\n\n                                 ASSUMPTION AGREEMENT\n\n     This is an Assumption Agreement by ActaMed Corporation, a Georgia \nCorporation (\"ActaMed\"), in favor of SmithKline Beecham Clinical \nLaboratories, Inc., a Delaware corporation (\"SBCL\"), pursuant to and in \naccordance with Section 2.6.2 of the Assets Purchase Agreement, dated as of \nDecember ___, 199_ (the \"Assets Purchase Agreement\") between SBCL and \nActaMed.  Capitalized terms used and not defined herein shall have the \nmeanings set forth in the Assets Purchase Agreement.\n\n     1.   For good and valuable consideration, the receipt and sufficiency of \nwhich are hereby acknowledged, and intending to be legally bound, ActaMed \nhereby assumes:\n\n          (a)  all of SBCL's contractual liabilities arising on or after the \ndate hereof with respect to the Phone Lines installed at SCAN Sites in Region \n___;\n\n          (b)  all of SBCL's duties and obligations arising on or after the \ndate hereof under such Provider Agreements as relate to Automated Providers \nlocated in Region ___; and\n\n          (c)  all of SBCL's duties and obligations arising on or after the \ndate hereof pursuant to the Vendor Contracts relating to the provision of \nproducts or services in connection with SBCL's provision of Lab EDI Services \nin Region ________.\n\nActaMed undertakes to perform the liabilities set forth in the preceding \nsubparagraphs (the \"Liabilities\") in accordance with their respective terms, \neffective as of the date hereof.\n\n     2.   From and after the Region ___ Transfer Date, ActaMed will, from \ntime to time, at the reasonable request of SBCL, duly execute, acknowledge \nand deliver all such additional instruments, notices, releases, certificates, \npowers of attorney, assurances and other documents and do all such further \nacts as SBCL may reasonably require in order to effectively assume the \nLiabilities and as may be appropriate otherwise to carry out the transactions \ncontemplated by the Assets Purchase Agreement and this Assumption Agreement.\n\n     3.   In the event of any conflict between the terms and conditions of \nthis Assumption Agreement and the terms of the Assets Purchase Agreement, the \nterms of the Assets Purchase Agreement shall govern, supersede and prevail.\n\n     4.   If the assumption by ActaMed of any Liability is invalid or \nunenforceable in any jurisdiction, it shall be ineffective to the extent of \nsuch invalidity or unenforceability without invalidating or rendering \nunenforceable the assumption by Purchaser of the remaining Liabilities.\n\n\n\n\n     5.   Notwithstanding anything herein to the contrary, the terms and \nconditions of the Assets Purchase Agreement shall survive the execution and \ndelivery of this Assumption of Liabilities.\n\n     6.   This instrument shall be governed by and construed in accordance \nwith the laws of the State of Georgia.\n\n     7.   This instrument shall be binding upon and shall inure to the \nbenefit of the parties hereto and their respective successors and assigns.\n\n     IN WITNESS WHEREOF, the undersigned have caused this Assumption \nAgreement to be executed this ___ day of ________________, ______.\n\n\n                                   ACTAMED CORPORATION\n\n\n                                   By: _________________________________\n                                   Name:  \n                                   Title:  \n\nAcknowledged and agreed:\n\nSMITHKLINE BEECHAM CLINICAL\nLABORATORIES, INC.\n\n\nBy: ____________________________\nName: \nTitle: \n\n                                       -2-\n\n\n\n\n\n                                    Exhibit 2.6.3\n\n                                 ACTAMED CORPORATION\n\n                                COMPLIANCE CERTIFICATE\n\n\n     The undersigned certifies that he or she is a \n_______________________________ of ActaMed Corporation, a Georgia corporation \n(\"ActaMed\"), and that as such he or she is authorized to execute this \ncertificate by and on behalf of ActaMed and, pursuant to Section 2.6.3 of the \nAssets Purchase Agreement, dated as of December ___, 1997 (the \"Asset \nPurchase Agreement\"), between SmithKline Beecham Clinical Laboratories, Inc. \n(\"SBCL\") and ActaMed, and further certifies that:\n\n          a.   The representations and warranties of ActaMed contained in the \nAssets Purchase Agreement, as supplemented by the Disclosure Schedule \nattached hereto are true and correct in all material respects at and as of \nthe date hereof as though such representation and warranties were made at and \nas of the date hereof.\n\n          b.   ActaMed has duly performed and complied with each covenant and \ncondition required by the Assets Purchase Agreement to be performed or \ncomplied with before or on the date hereof.\n\n     IN WITNESS WHEREOF, I have hereunto set my hand as of this ___ day of \n____________, 199_.\n\n                                        By:  ______________________________\n                                        Name:\n                                        Title:\n\n\n\n\n                                    Exhibit 2.6.4\n\n                                 ACTAMED CORPORATION\n\n                             CERTIFICATE OF THE SECRETARY\n\n     The undersigned certifies that he is the Secretary of ActaMed \nCorporation, a Georgia corporation (the \"Company\"), and that as such he is \nauthorized to execute and deliver this certificate by and on behalf of the \nCompany, and further certifies that:\n\n          a.   Attached hereto as Exhibit \"A\" is a true, correct and complete \ncopy of the Company's Articles of Incorporation, as certified by the \nSecretary of State of the State of Georgia; said Articles of Incorporation \nare in full force and effect as of the date hereof; since the date of \ncertification by the Secretary of State of the State of Georgia there have \nbeen no amendments, alterations or modifications of such Articles of \nIncorporation; and no action has been taken by the Company in contemplation \nof any such amendment or the dissolution, merger or consolidation of the \nCompany.\n\n          b.   Attached hereto as Exhibit \"B\" is a true, correct and complete \ncopy of the Bylaws of the Company as in effect on the date hereof, and there \nhave been no additional amendments authorized with respect thereto.\n\n          c.   Attached hereto as Exhibit \"C\" is a copy of the resolutions \nduly adopted by the Board of Directors of the Company on December __, 1997, \nwith respect to the Assets Purchase Agreement and the transactions \ncontemplated hereby, and such resolutions have not been rescinded or amended \nin any respect and are in full force and effect on the date hereof.\n\n          d.   Each of the following persons now is, and at all times \nincluding and since ___________________, 199_, has been a duly elected \nofficer or employee of the Company, holding the office or position in the \nCompany set forth opposite his or her name below, and the signature of each \nsuch person appearing opposite his or her name below is his or her genuine \nsignature:\n\n               [Name and title]     _______________________________________\n\n               [Name and title]     _______________________________________\n\n\n     IN WITNESS WHEREOF, I have hereunto set my hand this ___ day of \n________________, 199_.\n\n                                   By:  ________________________________\n                                        Secretary\n\n\n\n\n\n     I, _________________________, _________________________ of ActaMed \nCorporation, a Georgia corporation, do hereby certify that _________________  \nis the duly elected Secretary of the Company, and that the signature \nappearing above is his genuine signature.\n\n     IN WITNESS WHEREOF, I have herewith set my hand this ___ day of \n_______________, 199_.\n\n                                   _______________________________________\n                                   [Title]\n\n                                       -2-\n\n\n\n\n                                 ACTAMED CORPORATION\n\n                             CERTIFICATE OF THE SECRETARY\n\n     The undersigned certifies that he is the Secretary of ActaMed \nCorporation, a Georgia corporation (the \"Company\"), and that as such he is \nauthorized to execute and deliver this certificate by and on behalf of the \nCompany, and further certifies that:\n\n          a.   Attached hereto as Exhibit \"A\" is a true, correct and complete \ncopy of the Company's Articles of Incorporation, as certified by the \nSecretary of State of the State of Georgia; said Articles of Incorporation \nare in full force and effect as of the date hereof; since the date of \ncertification by the Secretary of State of the State of Georgia there have \nbeen no amendments, alterations or modifications of such Articles of \nIncorporation; and no action has been taken by the Company in contemplation \nof any such amendment or the dissolution, merger or consolidation of the \nCompany.\n\n          b.   Attached hereto as Exhibit \"B\" is a true, correct and complete \ncopy of the Bylaws of the Company as in effect on the date hereof, and there \nhave been no additional amendments authorized with respect thereto.\n\n          c.   Attached hereto as Exhibit \"C\" is a copy of the resolutions \nduly adopted by the Board of Directors of the Company on December 19, 1997, \nwith respect to the Assets Purchase Agreement and the transactions \ncontemplated hereby, and such resolutions have not been rescinded or amended \nin any respect and are in full force and effect on the date hereof.\n\n          d.   Each of the following persons now is, and at all times \nincluding and since January 1, 1997, has been a duly elected officer or \nemployee of the Company, holding the office or position in the Company set \nforth opposite his or her name below, and the signature of each such person \nappearing opposite his or her name below is his or her genuine signature:\n\nMichael K. Hoover, President and CEO      \/s\/    \n                                      _________________________________________\n\n\nNancy J. Ham, Sr. Vice President          \/s\/    \n                                      _________________________________________\n\n\n     IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of \nDecember, 1997.\n\n                                   By:    \/s\/    \n                                      _________________________________________\n                                      Lewis R. Belote\n                                      Secretary\n\n\n\n\n     I, Nancy J. Ham, Senior Vice President of ActaMed Corporation, a Georgia \ncorporation, do hereby certify that Lewis R. Belote is the duly elected \nSecretary of the Company, and that the signature appearing above is his \ngenuine signature.\n\n     IN WITNESS WHEREOF, I have herewith set my hand this 31st day of \nDecember, 1997.\n\n                                           \/s\/    \n                                   _________________________________________\n                                   Nancy J. Ham\n                                   Senior Vice President\n\n                                       -2-\n\n\n\n\n                               AMENDMENT NO. 1 TO\n                           ASSETS PURCHASE AGREEMENT\n\n\n          This AMENDMENT NO. 1 TO ASSETS PURCHASE AGREEMENT (\"Amendment No. 1\")\nis made and entered into this 18th day of May, 1998 by and between HEALTHEON\nCORPORATION, a Delaware corporation (\"Healtheon\"), ACTAMED CORPORATION, a\nGeorgia corporation (\"ActaMed\") and SMITHKLINE BEECHAM CLINICAL LABORATORIES,\nINC., a Delaware corporation (\"SBCL\").\n\n          WHEREAS, ActaMed and SBCL entered into an Assets Purchase Agreement on\nDecember 31, 1997 (\"Purchase Agreement\"); and\n\n          WHEREAS, ActaMed has entered into that certain \"Agreement and Plan of\nReorganization by and among Healtheon Corporation, MedNet Acquisition Corp. and\nActaMed Corporation dated as of February 24, 1998, (the \"Healtheon Merger\nAgreement\"), and, in order to permit the closing of the Healtheon Merger\nAgreement, the parties wish to amend the Purchase Agreement as set forth below.\n\n          NOW THEREFORE, in consideration of the premises and the mutual\npromises contained herein, the parties, intending to be legally bound, agree as\nfollows:\n\n1.   DEFINITIONS.\n\n     Capitalized terms used in this Amendment No.1 and not otherwise defined\nherein have the meanings set forth in the Purchase Agreement.\n\n2.   AMENDMENTS. \n\n     2.1    ACTAMED REFERENCES. Except as the context may require otherwise or\nthis Amendment specifies otherwise, the term \"ActaMed\" shall be deemed to refer\nto Healtheon wherever it appears in the Purchase Agreement. \n\n     2.2    PURCHASE PRICE.  Sections 1.5.4. and 1.5.5 are each amended by\nsubstituting the phrase \"Common Stock of Healtheon\" for the phrase \"ActaMed's\nSeries D Preferred\" and by substituting the term \"Healtheon Stock Price\" for the\nterm \"Series D Price.\"\n\n     2.3    HEALTHEON STOCK PRICE.  Section 1.6 is amended as follows:\n\n            2.3.1  The caption shall be changed to \"HEALTHEON STOCK PRICE\" and\nthe term \"Series D Price\" in the lead-in clause shall be replaced with the term\n\"Healtheon Stock Price\".\n\n                                     -1-\n\n\n\n            2.3.2  Section 1.6.1 (a) is amended by inserting the phrase\n\"divided by the Exchange Ratio\" after \"[*]\" and \"[*]\".\n\n            2.3.3  Section 1.6.1 (c) is amended by inserting the phrase\n\"divided by the Exchange Ratio on the Region Three Transfer Date or the Region\nFour Transfer Date, as applicable\" after \"[*]\".\n\n            2.3.4  Section 1.6.3 is replaced in its entirety as follows:\n\n            \"1.6.3  For purposes of Section 1.6, \"Qualified Preferred\n            Stock\" shall mean shares of Healtheon's preferred stock issued\n            in an arm's length transaction to one or more purchasers who\n            are not ActaMed or Healtheon's stockholders as of the Merger\n            Effective Date for an aggregate purchase price of not less\n            than $7,000,000; and the \"Per Share Issue Price\" of such\n            Qualified Preferred Stock shall be the consideration per\n            equivalent share of Common Stock received by Healtheon for the\n            Qualified Preferred Stock multiplied by the Exchange Ratio,\n            adjusted backwards to the Merger Effective Date for any\n            subdivision or combination of shares of Healtheon capital\n            stock or similar change in Healtheon's capital structure\n            (whether by stock split, stock dividend, merger, share\n            exchange, consolidation or otherwise) since the Merger\n            Effective Date.\"\n\n     2.4    DELIVERIES AT EACH OF THE TRANSFER DATES.  Section 2.6 is replaced\nin its entirety as follows:\n\n            \"SECTION 2.6.  DELIVERIES AT EACH OF THE TRANSFER\n            DATES.  At each of the Transfer Dates, the following\n            documents shall be executed and delivered to SBCL to\n            the extent relating to the region transferred:\n\n                           2.6.1.  by Healtheon, the applicable\n            number of shares of Common Stock of Healtheon, as\n            determined in accordance with Sections 1.5, 1.6 and 1.8\n            of this Assets Purchase Agreement;\n\n                           2.6.2.   by either Healtheon or ActaMed,\n            an Assumption Agreement (in the form attached hereto as\n            EXHIBIT 2.6.2) covering, for the Region transferred,\n            (i) the Vendor Contracts for the Region transferred,\n            (ii) the Phone Lines and (iii) the Provider Agreements\n            for the Region transferred;\n\n                           2.6.3    by Healtheon and ActaMed, a\n            Compliance Certificate (in the form attached hereto as\n            EXHIBIT 2.6.3), pursuant to which Healtheon and ActaMed\n            will jointly and severally make the representations and\n            warranties contained in Section 3.2 hereof, which\n            certificate shall attach revised Disclosure Schedules\n            to the \n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n\n                                     -2-\n\n\n\n            extent necessary to make the representations and warranties \n            made on such Transfer Date true and correct in all material \n            respects;\n\n                           2.6.4    by Healtheon, a Secretary's Certificate \n            (in the form attached hereto as EXHIBIT 2.6.4); and\n\n                           2.6.5    by either Healtheon or ActaMed, such \n            other documents or certificates as may be reasonably requested by \n            SBCL.\"\n\n     2.5    REPRESENTATIONS AND WARRANTIES.\n\n            2.5.1  INVESTMENT REPRESENTATIONS OF SBCL.  Section 3.1.12 is\namended by deleting the parentheticals referencing the \"Conversion Shares\" in\neach of subsections (a) and (b), and by adding the words \"or Common Stock of\nHealtheon\" after the term \"Series D Preferred Stock\" in each of subsections (a)\nand (b).\n\n            2.5.2  BY ACTAMED AND HEALTHEON.  The lead-in paragraph of Section\n3.2 is replaced in its entirety as follows:\n\n            \"SECTION 3.2. BY ACTAMED AND HEALTHEON.  Except as set\n            forth on a Disclosure Schedule hereto, for\n            representations to be made on any Transfer Date after\n            the Merger Effective Date, ActaMed and Healtheon hereby\n            jointly and severally represent and warrant to SBCL,\n            and will jointly and severally represent and warrant to\n            SBCL on each such Transfer Date, as follows:\"\n\nOther than as specifically set forth in Sections 2.5.3 through 2.5.9 of this\nAmendment No. 1, each of the representations and warranties set forth in\nSections 3.2.1 through 3.2.25 of the Purchase Agreement are amended as necessary\nto the effect that such representations and warranties shall be made on any\nTransfer Date after the Merger Effective Date by both ActaMed and Healtheon.\n\n            2.5.3 FINANCIAL STATEMENTS.  Section 3.2.3 is amended as follows:\n\n                    2.5.3.1  Subsection (a) is amended by adding the following\ntext at the end of such subsection:\n\n            \"DISCLOSURE SCHEDULE 3.2.3 hereto also contains a true\n            and correct copy of (i) the balance sheets of Healtheon\n            at December 31, 1996 and December 31, 1997 and the\n            statements of operations, statements of stockholders\n            equity and statements of cash flows of Healtheon for\n            the years ended December 31, 1996 and December 31,\n            1997, which have been audited by Ernst &amp; Young,\n            independent accountants (the \"HEALTHEON FINANCIAL\n            STATEMENTS\"),  and (ii) the \n\n                                     -3-\n\n\n\n            unaudited balance sheets of Healtheon at March 31, \n            1998 and the statements of operations, statements of \n            stockholders equity and statements of cash flows of \n            Healtheon for quarter ended March 31, 1998 (the \n            \"HEALTHEON UNAUDITED STATEMENTS\").\"\n\n                    2.5.3.2  Subsection (b) is amended by adding the phrase \"and\nthe Healtheon Financial Statements\" after the term \"ActaMed Financial\nStatements\" wherever such term appears in such subsection, by inserting the word\n\"respective\" prior to the phrase \"financial position\", by inserting the phrase\n\"and Healtheon\" after the term \"ActaMed\" wherever such term appears in such\nsubsection, and by replacing the introduction to the final sentence, \"ActaMed\nhas\" with the introduction \"ActaMed and Healtheon have\".\n\n                    2.5.3.3  Subsection (c) is amended by adding the phrase \"and\nthe Healtheon Unaudited Statements after the term \"ActaMed Unaudited\nStatements\", by inserting the word \"respective\" prior to the term \"chief\nfinancial officer\", by inserting the phrase \"and Healtheon\" after the phase\n\"chief financial officer of ActaMed\" and by inserting the phrase \"and Healtheon\nand its Subsidiaries\" after the phrase \"ActaMed and its Subsidiaries\".\n\n            2.5.4   CONSENTS.  Section 3.2.4 is amended by inserting the words\n\"or Healtheon\" after the word \"ActaMed\" in the third line thereof, by\nsubstituting the term \"Common Stock of Healtheon\" for the term \"Series D\nPreferred Stock\" in item (b), and by deleting the parenthetical in item (b) and\nthe remainder of the Section following such parenthetical.\n\n            2.5.5   CAPITALIZATION.  Section 3.2.5 is amended by substituting\nthe term \"Common Stock of Healtheon\" for the term \"Series D Preferred Stock\"\nthroughout the Section. Section 3.2.5 shall be further amended by deleting the\nphrase \"will have the designations, preferences, limitations and relative rights\nset forth in the Articles\" from subsection (b) and by deleting the final\nsentence of subsection (b).\n\n            2.5.6   REGISTRATION RIGHTS.  Section 3.2.6 is amended by\nsubstituting the term \"Investors' Rights Agreement\" for \"Registration Rights\nAgreement,\" and by adding the clause \"except for such securities which may be\ngranted registration rights pursuant to the terms of the Investors' Rights\nAgreement\" at the end of such Section.\n\n            2.5.7   OFFERING.  Section 3.2.7 is amended by substituting the term\n\"Common Stock of Healtheon\" for \"Series D Preferred Stock\" and by deleting the\nparenthetical.\n\n            2.5.8   CHANGES.  Section 3.2.8 is amended by adding the subsection\ndesignation \"(a)\" at the beginning of such Section and by adding a new\nsubsection (b) as follows:\n\n            \"Since the date of the latest Healtheon Unaudited\n            Statements, there has not been (i) any adverse change\n            in the assets, liabilities, financial condition or\n            operations of Healtheon from that reflected in the\n            Healtheon Financial Statements, other than changes in\n            the ordinary course of business, none of which\n            individually or in the \n\n                                     -4-\n\n\n\n            aggregate has had a Material Adverse Effect or (ii) \n            any adverse change in the prospects of the business \n            of Healtheon or any other event or condition (or \n            events or conditions) of any character which, \n            either individually or cumulatively, has had a \n            Material Adverse Effect.\"\n\n            2.5.9   FULL DISCLOSURE.  Section 3.2.25 is amended by inserting the\nwords \"and Common Stock of Healtheon\" after the term \"Series D Preferred Stock.\"\n\n     2.6    AUDIT.  Section 4.1.2 is amended by replacing the term \"ActaMed\nCommon Stock\" with \"Common Stock of Healtheon\" and by deleting the clause \"on or\nprior to April 30, 1998\" and replacing it with the clause \"in an expedient\nfashion as required.\"\n\n     2.7    STANDSTILL. Section 4.3.5 is replaced in its entirety by the\nfollowing:\n\n            \"4.3.5.  STANDSTILL.  At all times prior to the last\n            Transfer Date, neither Healtheon nor ActaMed shall\n            consummate, or enter into any agreement with respect\n            to, any merger, share exchange or consolidation or sale\n            of substantially all of its assets, nor shall Healtheon\n            dispose of the capital stock of ActaMed, without the\n            prior written consent of SBCL.\"\n\n     2.8    COVENANTS TO SBCL.  Article V is replaced in its entirety by the\nfollowing:\n\n                                     \"ARTICLE V\n                                          \n                                 COVENANTS TO SBCL\n\n            SECTION 5.1  ADDITIONAL COVENANTS.  ActaMed and\n            Healtheon, as applicable, covenant and agree as\n            follows:\n\n                    5.1.1  TRANSACTIONS WITH AFFILIATES. For so\n            long as either (i) SBCL is a stockholder of Healtheon\n            or any successor to this agreement or (ii) the Services\n            Agreement (or any successor agreement for Lab EDI\n            Services), including all extensions and renewals\n            thereof, remains in effect, Healtheon shall not,\n            directly or indirectly, knowingly enter into any\n            material transaction or agreement with any of its\n            Affiliates, or a material transaction or agreement in\n            which an Affiliate of Healtheon has a direct or\n            indirect interest, unless such transaction or agreement\n            is on terms and conditions no less favorable to\n            Healtheon or any of its Subsidiaries than could be\n            obtained at the time in an arm's length transaction\n            with a third Person that is not such an Affiliate, or\n            unless such transaction or agreement has been reviewed\n            and approved by either a majority of those members of\n            Healtheon's \n\n                                     -5-\n\n\n\n            Board of Directors who have no such interest in the \n            transaction or a majority of the shareholders, \n            voting in good faith.  This Section is in \n            furtherance and not in limitation of Healtheon's \n            obligations under Section 144 of the Delaware \n            Corporation Law.\n\n                    5.1.2  CORPORATE EXISTENCE, BUSINESS,\n            MAINTENANCE, INSURANCE.  For so long as the Services\n            Agreement (or any successor agreement for Lab EDI\n            Services), including all extensions and renewals\n            thereof, remains in effect:\n\n                           (a)  Neither Healtheon nor ActaMed will\n            enter into any agreement for the disposition of all or\n            substantially all of the assets used in the provision\n            of Lab EDI Services, including by way of a merger,\n            consolidation, share exchange, or, in the case of\n            Healtheon, sale of the capital stock of ActaMed, if\n            such a sale will have a material impact on the\n            provision of Lab EDI Services.\n\n                           (b)  Healtheon, either independently or\n            through ActaMed, shall continue to engage in the\n            business of developing information networks (with a\n            meaningful focus on the provision of lab order entry\n            and results reporting services as one of Healtheon's\n            core businesses) and businesses related thereto.\n\n                           (c)  ActaMed and Healtheon will maintain\n            or cause to be maintained in good repair, working order\n            and condition all properties used in the business of\n            Healtheon and any Subsidiary related to the provision\n            of Lab EDI Services and from time to time will make or\n            cause to be made all appropriate repairs, renewals and\n            replacements thereof.  Healtheon and any such\n            Subsidiary will at all times comply in all material\n            respects with the provisions of all material leases to\n            which it is a party or under which it occupies property\n            related to the provision of Lab EDI Services so as to\n            prevent any loss or forfeiture thereof or thereunder.\n\n                           (d)  Healtheon will maintain or cause to\n            be maintained, with financially sound and reputable\n            insurers, insurance in amounts approved by Healtheon's\n            Board of Directors with respect to its properties and\n            business and the properties and business of any\n            Subsidiary against loss or damage.\n\n            SECTION 5.2.  INFORMATIONAL COVENANTS OF HEALTHEON. \n            Healtheon covenants and agrees that it shall deliver\n            the following information to SBCL so long as the\n            Services Agreement remains in effect (including any\n            extensions or renewal thereof) or until such time as\n            Healtheon shall have consummated a Public Offering.\n\n                                     -6-\n\n\n\n                    5.2.1.  MANAGEMENT'S ANALYSIS.  All the\n            financial statements delivered pursuant to the Investor\n            Rights Agreement shall be accompanied by an informal\n            narrative description of material business and\n            financial trends and developments and significant\n            transactions that have occurred in the appropriate\n            period or periods covered thereby.\n\n                    5.2.2.  BUDGETS.  As soon as practicable, but\n            in any event within thirty (30) days prior to the\n            commencement of a fiscal year, an annual operating\n            budget for such fiscal year, approved by the Board of\n            Directors, including monthly income and cash flow\n            projections and projected balance sheets as of the end\n            of each quarter within such fiscal year.  Extensions of\n            such due date shall not be unreasonably withheld.\n\n                    5.2.3.  INSPECTION.  Except as provided in\n            Section 5.2.5, below, upon reasonable notice, and no\n            more frequently than two (2) times per year, Healtheon\n            shall, and shall cause its Subsidiaries to, permit SBCL\n            by its representatives, agents or attorneys:\n\n                           (a)  to examine all books of account,\n            records, reports and other papers of Healtheon or such\n            Subsidiary,\n\n                           (b)  to make copies and take extracts\n            from any thereof, \n\n                           (c)  to discuss the affairs, finances\n            and accounts of Healtheon or such Subsidiary with\n            Healtheon's or such Subsidiary's officers and\n            independent certified public accountants (and by this\n            provision Healtheon hereby authorizes said accountants\n            to discuss with SBCL and its representatives, agents or\n            attorneys the finances and accounts of Healtheon or\n            such Subsidiary), and\n\n                           (d)  to visit and inspect, at reasonable\n            times and on reasonable notice during normal business\n            hours, the properties of Healtheon and any Subsidiary.  \n\n            Notwithstanding any provision herein to the contrary,\n            the provisions of this Section 5.2.3 are in addition to\n            any rights which SBCL may have as a Healtheon\n            stockholder under the Delaware Corporation Law and\n            shall in no way limit such rights.\n\n            The expenses of SBCL in connection with any such\n            inspection shall be for the account of SBCL. \n            Notwithstanding the foregoing \n\n                                     -7-\n\n\n\n            sentence, it is understood and agreed by Healtheon \n            that all reasonable expenses incurred by Healtheon \n            or such Subsidiary, any officers, employees or \n            agents thereof or the independent certified public \n            accountants therefor, shall be expenses payable by \n            Healtheon and shall not be expenses of SBCL.\n\n                    5.2.4  OTHER INFORMATION  Except as provided in\n            Section 5.2.5 below,  for so long as SBCL continues to\n            own at least [*] of the aggregate number of shares of \n            Healtheon Common Stock now or hereafter acquired by it \n            as a direct result of the Region transfers completed under \n            this Agreement, Healtheon shall deliver courtesy copies of \n            the following information, as requested by and furnished to\n            the SBCL-nominated board member, or, if there is no\n            such SBCL-nominated board member, as requested by the\n            President of SBCL, to up to three employees of, or in-house \n            counsel to, SBCL designated by SBCL in writing\n            (and who initially shall be [*]):\n\n                           (a)  promptly after the submission\n            thereof to Healtheon, copies of any detailed reports\n            (including the auditors' comment letter to management,\n            if any such letter is prepared) submitted to Healtheon\n            by its independent auditors in connection with each\n            annual or interim audit of the accounts of Healtheon\n            made by such accountants;\n\n                           (b)  promptly, and in any event within\n            ten (10) days after obtaining knowledge thereof, notice\n            of the institution of any suit, action or proceeding\n            (other than a proceeding of general application which\n            is not directly against Healtheon or one or more of its\n            Subsidiaries), the happening of any event or, to the\n            best knowledge of Healtheon, the assertion or threat of\n            any claim against Healtheon or any of its Subsidiaries\n            which, either individually or in the aggregate, would\n            have a Material Adverse Effect;\n\n                           (c)  promptly upon, and in any event\n            within thirty (30) days after, obtaining knowledge\n            thereof, notice of any material breach of, Default\n            under or failure to comply with any material term under\n            this Article V of this Agreement or any change in\n            Healtheon's relationship with its major customers,\n            suppliers, employees or other entity with which\n            Healtheon has a business relationship if such breach\n            would have a Material Adverse Effect;\n\n[*] CONFIDENTIAL TREATMENT REQUESTED\n\n\n                                     -8-\n\n\n\n                           (d)  with reasonable promptness, a\n            notice of any material default by Healtheon or any of\n            its Subsidiaries under any  agreement to which it is a\n            party if such breach would have a Material Adverse\n            Effect;\n\n                           (e)  with reasonable promptness, copies\n            of all written materials furnished to directors;\n\n                           (f)  promptly (but in any event within\n            ten (10) days) after the filing of any document or\n            material with the SEC, a copy of such document or\n            material;\n\n                           (g)  promptly after the record date set\n            by the Board of Directors to determine the stockholders\n            entitled to vote at Healtheon's annual meeting of\n            stockholders (but in any event ten (10) days prior to\n            such meeting), a list of all stockholders of Healtheon\n            and their respective holdings; and\n\n                           (h)  promptly upon request therefor,\n            such other data, filings and information as the \n            SBCL-nominated Healtheon Board representative may from time\n            to time reasonably request, or, if there is no such\n            SBCL-nominated board member, as the President of SBCL\n            may from time to time reasonably request, in either\n            case to the extent consistent with Section 220 of the\n            Delaware Corporation Law.\n\n                    5.2.5  EXCLUDED INFORMATION.  Notwithstanding\n            the provisions of Sections 5.2.3 and 5.2.4, SBCL shall\n            not have the right to inspect, receive, review or\n            otherwise have access to any information or documents\n            which, in the reasonable opinion of Healtheon's counsel\n            would constitute any of the following: (i) a waiver of\n            the attorney-client privilege; (ii) the disclosure of\n            any third-party confidential or proprietary\n            information, disclosure of which is restricted by a\n            written non-disclosure agreement or applicable law; or\n            (iii) the disclosure of any confidential or proprietary\n            information of Healtheon or any of its affiliated\n            entities which relates to any areas of Healtheon's\n            business, with which, in the reasonable  opinion of the\n            Board of Directors of Healtheon, SBCL or its affiliates\n            compete (collectively, the \"Excluded Information\").  \n\n            Notwithstanding Section 5.2.4 above, in the event of a\n            Change of Control of Healtheon by an Acquirer that has\n            a class of securities registered under the Exchange Act\n            (a \"Public Company\"), SBCL shall no longer have the\n            information rights set forth in this Section \n\n                                     -9-\n\n\n\n            5.25.  In the event of a Change in Control of \n            Healtheon by an Acquirer (other than a Public \n            Company) that is a direct competitor of SBCL, SBCL \n            shall continue to have the information rights set \n            forth in Section 5.2.4, but only insofar as the \n            information to be obtained upon the exercise of \n            such rights relates to Lab EDI Services provided, \n            to be provided, or alleged by SBCL to have been \n            required to be provided, by ActaMed or Healtheon. \n            For purposes of this Section 5.2.5, a \"Change of \n            Control\" shall mean the sale or other transfer in a \n            single transaction or series of related \n            transactions to a person or group of affiliated \n            persons (the \"Acquiror\") of shares of Healtheon \n            Common Stock representing more than 50% of the \n            voting power of all Healtheon Common Stock then \n            outstanding.\n\n            Notwithstanding the foregoing limitations of this\n            Section 5.2.5, independent auditors retained by SBCL\n            shall have the right to review any Excluded Information\n            which, in their reasonable opinion, is necessary to\n            determine or confirm (i) the amount of royalties\n            payable to SBCL under the License Agreement by reason\n            of connectivity between Providers and commercial\n            laboratories other than SBCL Labs or (ii) the revenues\n            of ActaMed for purposes of Section 1.6 hereof.\n\n                    5.2.6  CONFIDENTIALITY OBLIGATIONS.  Subject to\n            Section 4.4, all information disclosed to or obtained\n            by SBCL pursuant to this Section 5.2 (including any\n            Excluded Information which may be inadvertently\n            disclosed to or obtained by SBCL hereunder) shall be\n            deemed to be the confidential information of Healtheon\n            and SBCL agrees that it shall treat such information\n            with the same degree of care that it uses to protect\n            its own confidential information of a similar nature\n            and shall only disclose such information to those\n            employees of SBCL who have a need to know such\n            information in order to enforce SBCL's rights under\n            this Agreement and the License Agreement.  In the event\n            that SBCL obtains any copies of any Excluded\n            Information, SBCL shall promptly return all copies of\n            such information to Healtheon upon request or promptly\n            after the SBCL employees in possession of Excluded\n            Information gain actual knowledge that it is Excluded\n            Information.\"\n\n     2.9    SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  Section 8.1.2 is\namended by deleting the word \"ActaMed\" from the caption, by replacing the word\n\"ActaMed\" with the words \"ActaMed or Healtheon\" throughout the Section and by\nreplacing the term \"Series D Preferred Stock\" with the term \"Common Stock of\nHealtheon.\"\n\n                                     -10-\n\n\n\n     2.10   INDEMNITY OF SBCL.  Section 8.2.1 is amended by adding the clause\n\"including, without limitation, Section 5.2.6 hereof\" at the end of subsection\n(a)(ii).\n\n     2.11   INDEMNITY OF ACTAMED AND HEALTHEON.  Section 8.2.2 is amended by\n(i) deleting the word \"ActaMed\" in the caption and replacing it with the words\n\"ActaMed and Healtheon\", (ii) by replacing the words \"ActaMed agrees\" in the\nlead-in paragraph with the words \"ActaMed and Healtheon, jointly and severally\nagree,\" (iii) by replacing the word \"ActaMed\" in subsections (a)(i), (ii) and\n(iii) with the words \"ActaMed or Healtheon\", and (iv) by adding the clause\n\"including, without limitation, representations and warranties made by ActaMed\nprior to the Merger Effective Date\" at the end of subsection (a)(i).\n\n     2.12   SPECIAL INDEMNITY AS TO PROJECTIONS.  Section 8.2.9 is amended by\ninserting the clause \"as such Lab EDI Services are presently provided, without\nregard to any additional expenses incurred as a result of the acquisition of\nActaMed by Healtheon\" after the parenthetical \"(as defined in the Services\nAgreement)\".\n\n     2.13   NOTICES.  Section 11.1.1 is amended by adding the following:\n\n               \"If to Healtheon:\n\n                    Healtheon Corp.\n                    4600 Patrick Henry Drive\n                    Santa Clara, CA 95054\n                    Attention:  General Counsel\n                    Telephone:  (408) 876-5000\n                    Telecopy:   (408) 876-5175\"\n\n     2.14   ASSIGNMENT.  Section 11.1.4(b) is amended by replacing the term\n\"Series D Preferred Stock\" with the term \"Common Stock of Healtheon\" and by\nreplacing the term \"Stockholders' Agreement\" with the term \"Affiliate Agreement\nprior to a Public Offering.\"\n\n     2.15   ENTIRE AGREEMENT.  Section 11.1.8 is amended by deleting the text\nafter the term \"SBCL.\"\n\n     2.16   ADDED DEFINITIONS.  The following definitions are added to Exhibit\nA to the Purchase Agreement.  If such terms are defined in said Exhibit A, the\nexisting definitions shall be deleted in their entirety and the following shall\nreplace the existing definitions:\n\n            \"Affiliate Agreement\" means the ActaMed Corporation\n            Affiliate Agreement, dated as of May   , 1998, between\n            Healtheon and SBCL.\n\n            \"Common Stock of Healtheon\" means the common stock,\n            $.0001 par value, of Healtheon.\n\n                                     -11-\n\n\n\n            \"Exchange Ratio\" shall have the meaning given to such\n            term in the Healtheon Merger Agreement.\n\n            \"Healtheon Merger Agreement\" means the Agreement and\n            Plan of Reorganization, dated February 24, 1998, by and\n            among Healtheon Corporation, MedNet Acquisition Corp.\n            and ActaMed Corporation.\n\n            \"Investors' Rights Agreement\" means the Amended and\n            Restated Investors' Rights Agreement, dated as of May\n            __, 1998, between Healtheon and the persons and\n            entities listed on Schedules A and B thereto.\n\n            \"Material Adverse Effect\" means a material adverse\n            effect on the business or financial condition of either\n            Healtheon or ActaMed or on the ability of either\n            Healtheon or ActaMed to conduct the ActaMed Business,\n            including to provide Lab EDI Services, or the\n            impairment of the ability of either Healtheon or\n            ActaMed to perform its respective obligations under the\n            ActaMed Documents.\n\n            \"Merger Effective Date\" means the date on which the\n            transactions contemplated by the Healtheon Merger\n            Agreement become effective.\n\n            \"New Business Plan\" means for the business plan of\n            ActaMed presented to SBCL on April 29, 1998, approved\n            by the ActaMed board of directors on May 5, 1998 and in\n            the form approved by the Healtheon board of directors\n            on May 14, 1998, covering (i) for the years 1998 and\n            1999, projected financial data, including statements of\n            operations, and operational data, including number of\n            sites and transactions per site and (ii) for the year\n            2000, number of sites.\n\n            \"Public Offering\" means a bona fide firm commitment\n            underwritten offering of the Common Stock of Healtheon\n            or the ActaMed Common Stock, as the case may be,\n            pursuant to a registration statement filed with and\n            declared effective by the Securities and Exchange\n            Commission pursuant to the Securities Act.\n\n     2.17   DELETED DEFINITIONS.  The definitions for the following terms set\nforth in Exhibit A to the Purchase Agreement are deleted in their entirety:\n\n            \"Conversion Shares\"\n\n            \"Permitted Owner\"\n\n                                     -12-\n\n\n\n            \"Preferred Stock\" and \"Series A Preferred Stock,\" \"Series B\n            Preferred Stock\" and \"Series C Preferred Stock\" \n\n            \"Stock Option Plans\"\n\n3.   MISCELLANEOUS.\n\n     3.1    ENTIRE AGREEMENT.  This Amendment No.1 constitutes the entire\nunderstanding between the parties with respect to amendment of the Purchase\nAgreement and supersedes all proposals, communications and agreements between\nthe parties relating to such subject matter.  No amendment, change, or waiver of\nany provision of this Amendment No.1 will be binding unless in writing and\nsigned by all parties.\n\n     3.2    GOVERNING LAW.  This Amendment No.1 will be governed by and\nconstrued in accordance with the laws of the State of Georgia applicable to\ncontracts made and performed therein.\n\n     3.3    PURCHASE AGREEMENT PROVISIONS.  Except as otherwise provided, all\nprovisions of the Purchase Agreement not modified by this Amendment No. 1 shall\nremain in full force and effect.\n\n     3.4    COUNTERPARTS.  This Amendment No. 1 may be executed in one or more\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n\n\n                             [INTENTIONALLY LEFT BLANK]\n\n\n\n\n                                     -13-\n\n\n\n            IN WITNESS WHEREOF, the parties have executed this Amendment No. 1\nto the Purchase Agreement as of the date set forth above.\n\n\n                                     HEALTHEON CORPORATION\n\n                                     By:  \/s\/ W. Michael Long\n                                        -------------------------------------\n                                     Its: CEO\n                                         ------------------------------------\n\n                                     ACTAMED CORPORATION\n\n                                     By:  \/s\/ Michael K. Hoover\n                                        -------------------------------------\n                                     Its: President &amp; CEO\n                                         ------------------------------------\n\n                                     SMITHKLINE BEECHAM CLINICAL\n                                     LABORATORIES, INC. \n\n                                     By:  \/s\/ John B. Okkersee Jr.\n                                        -------------------------------------\n                                     Its: President\n                                         ------------------------------------\n\n\n\n                                     -14-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7645,7750],"corporate_contracts_industries":[9510,9407],"corporate_contracts_types":[9623,9622],"class_list":["post-43327","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-glaxosmithkline-plc","corporate_contracts_companies-healtheon-corp","corporate_contracts_industries-technology__programming","corporate_contracts_industries-drugs__pharma","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43327","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=43327"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43327"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43327"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43327"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}