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Agreement for NewDX Project - BMJ Publishing Group and Epocrates Inc.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

DATED                              20th February 2007

(1) THE BMJ PUBLISHING GROUP

- and -

(2) EPOCRATES, INC.

AGREEMENT
for the

NEWDX PROJECT

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CONTENTS

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[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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AGREEMENT FOR THE NEWDX PROJECT

Dated 20^th February 2007

Between

(1)

THE BMJ PUBLISHING GROUP LIMITED a company incorporated under the laws of England and Wales and registered under number 03102371 whose registered office is at BMA House, Tavistock Square, London, WC1H 9JP, ("the BMJ") ; and

(2)

EPOCRATES, INC, a Delaware Corporation with a principal place of business at 1800 Gateway Drive, Suite 300, San Mateo, CA 94404, ("Epocrates")

Introduction

A

The BMJ is an international medical publisher including a publisher of evidence-based publications.

B

Epocrates has developed technology for web based and mobile delivery of content and has an existing subscriber base for accessing such content on this technology.

C

The BMJ and Epocrates now wish to collaborate on a joint project whereby the BMJ will provide point of care content for inclusion in mobile and web-based products which Epocrates will develop and which the Parties shall market and sell, upon the terms and subject to the conditions contained in this Agreement.

It is agreed:

1.     Definitions and Interpretation

1.1

In this Agreement, the following definitions apply and cognate expressions shall be construed accordingly:

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1.2

In this Agreement, unless otherwise stated:

(a)

reference to any gender includes the others and words in the singular shall include the plural and vice versa;

(b)

the headings in this Agreement are for convenience only and shall not affect its interpretation;

(c)

references to Clauses and Schedules relate to this Agreement and all Schedules to this Agreement are an integral part of this Agreement;

(d)

references to a Party shall mean a party to this Agreement and include references to their respective successors in title, permitted assigns and novatees and references to a person include an individual, firm, unincorporated association or body corporate;

(e)

reference to including shall mean including without limitation; and

(f)

all references to timings set out in this Agreement are to the applicable time in California, U.S.A. unless otherwise stated.

2.     NewDx Project

3.     Project Management

3.1

The Parties have appointed the Executive Committee to be responsible for the oversight of the NewDx Project and the performance of this Agreement, including the review of project status, product concepts, content directions, business models, costs and other matters. A Party may change any of its members of the Executive Committee at any time by written notice to the other Party.

3.2

Each Party has appointed a Project Leader, with a named deputy, to be their designated project representative and contact point for the purposes of the day to day management of the NewDx Project and this Agreement. A Party may change its Project Leader at any time by written notice to the other Party.

3.3

The Project Leaders shall arrange regular telephone meetings during the Term to discuss and minute progress and shall respond promptly to any issues or requirements relating to the NewDx Project referred to them. They shall seek to resolve any problems arising as quickly and effectively as possible. Any issues which cannot be resolved between them shall be referred to the Executive Committee. Project Leader shall manage changes to the NewDx Products and other matters relating to the scope of this agreement in accordance with Clause 23 and Schedule 11.

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3.4

The Executive Committee shall meet on a quarterly basis during the Term with at least one meeting per calendar year in person (two in the first calendar year) to review and discuss business and product status and directions, with the location of in-person meetings to alternate between San Mateo, California U.S.A. and London, England. As the NewDx Project develops the Parties may agree to re-schedule meetings on a less frequent basis. In between regular meetings of the Executive Committee either Project Leader may call a meeting of the Executive Committee to resolve a dispute or disagreement or for any other reason.

3.5

Either Party may observe performance and compliance with the provisions of this Agreement through periodic reviews at the other Party's premises (to be held at reasonably intervals and so as not to adversely impact on or interfere with the other Party's performance and compliance with the Project Timetable) or in accordance with Clause 6.7 of Schedule 5, to which the other Party shall grant access at reasonable times on reasonable prior written notice and in compliance with such additional terms as it may reasonably require including safety and security policies.

3.6

Branding to be used on the NewDx Products, including guidelines to be used respectively, will be agreed by the Executive Committee and will be confirmed in writing.

3.7

The Project Leaders shall reasonably co-operate to develop disclaimers for the NewDx Products and shall use all reasonable endeavours to agree a mutual disclaimer for use on the NewDx Products and where applicable within subscription agreements with respective customers and users.

3.8

The Project Leaders or such other personnel of the Parties as appropriate shall also be required to attend such further meetings as are necessary to ensure that the provision of the NewDx Project occurs in accordance with the terms and conditions of this Agreement.

3.9

Epocrates will coordinate at least one focus group with individual physicians in the US tentatively scheduled for March 1, 2007. In advance of the focus group, Epocrates and BMJ will agree as to the proposed topics, outline of questions, size, representation, location and format of the focus group(s). BMJ may provide suggestions on any such matters, but Epocrates will make all final determinations concerning the conduct of the focus group(s) and will be responsible for all expenses incurred in connection with the focus group(s) other than the costs incurred by BMJ to attend the focus group. At BMJ's expense, a reasonable number of BMJ personnel may attend the focus group, and a summary of the findings and a recording of the proceedings (if recorded) will be provided to BMJ.

3.10

On a monthly basis, beginning at the end of the first calendar month after Launch of the first NewDx Product for the Online Platform, Epocrates will provide standardized reports on website usage, by NewDx Product hosted by Epocrates (i.e., BMJWebDxPremium Product, EpocWebDxFree Product and EpocWebDxPremium Product). Reporting for Institution and other multiple-user licenses will be limited to traffic to the BMJWebDxPremium Product.

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3.11

On a quarterly basis, beginning at the end of the first calendar quarter after Launch of the first NewDx Product for the Online Platform, Epocrates will provide standardized reports on aggregate monograph usage across all NewDx Products for Online Platforms hosted by Epocrates.

3.12

On a quarterly basis, beginning at the end of the first calendar quarter after Launch of the first NewDx Product for the Online Platform, the reports required by Schedule 5 will also be provided by Epocrates and by BMJ.

4.     Project Timetable

4.1

The Parties agree to perform their respective roles and responsibilities under this Agreement in accordance with the Project Timetable.

4.2

Accordingly each Party agrees to commit all necessary personnel, facilities and resources to complete each project task and deliver each deliverable item by its respective completion date as set out in the Project Timetable and failure to do so may be a material breach of this Agreement where indicated in accordance with Clause 11.

4.3

If either Party becomes aware that the completion of any project task or delivery of any deliverable item will be or is likely to be completed or delivered later than required by the Project Timetable (a Project Delay) it must immediately inform the other Party through the project management process described above. As a result of such report, or the other Party itself having reasonable grounds for suspecting such Project Delay the Parties shall discuss either at the next scheduled meeting or in the case of a materially significant Project Delay, an emergency meeting or conference call, the circumstances and implications of and the reasons for the Project Delay.

5.     NewDx Content—

5.1

Subject to and in consideration of the payment of the Content Milestone Fees by Epocrates to the BMJ, the BMJ shall create and deliver to Epocrates (in the format as set out in the template and manner both referenced in Schedule 2) the NewDx Content in accordance with the NewDx Content Specification (Schedule 2) and the Project Timetable (Schedule 4). Subject to BMJ adhering to the NewDx Content Specification, BMJ shall have editorial control over the substance, meaning and style of content within each monograph.

5.2

Acceptance of the NewDx Content shall be agreed by Epocrates and the BMJ based on the NewDx Content Specification and in accordance with the Content Milestones and the provisions set out below. The acceptance process will include XML loading/technical verification.

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5.3

The first 30 monographs from the NewDx Content have been delivered to Epocrates. After the initial thirty monographs, the BMJ will deliver additional NewDx Content monographs in batches of between 15 and 35 monographs every two weeks. Epocrates shall have ten (10) Business Days after receiving each batch delivery of NewDx Content or from signature of this Agreement (if New DX Content has been received prior to contract signature), thereafterto submit written feedback to the BMJ on any monograph within that delivery and to accept or reject any particular monograph included in the batch. While it is acknowledged by both parties that Epocrates, in the course of its review of the NewDx Content monographs may identify minor editorial comments and provide those comments to the BMJ, Epocrates may not reject a monograph unless the monograph (i) fails to meet the requirements of the NewDx Content Specifications or (ii) contains a Material Error. For the purposes of this paragraph, a "Material Error" means an error or omission in the clinical content of the NewDx Content monograph that at least two physicians at Epocrates agree is a material error or omission and if not corrected would be likely to be noticed by a significant number of clinicians reviewing the monograph and would reflect negatively on the parties. For the avoidance of doubt, Epocrates may not reject NewDx Content based on its view regarding content, style and accuracy of information in each monograph other than in the case of a Material Error. Upon completion of its review, Epocrates shall either:

(a)

accept a monograph as is (though Epocrates may provide written comments on any accepted monograph which the BMJ may accept or reject); or

(b)

reject a monograph and provide reasonable comments and guidance for amendments to a monograph based only on it not adhering to the NewDx Content Specification or containing a Material Error.

5.4

The BMJ shall have a further ten (10) Business Days for internal review and where external review is required fifteen (15) Business Days following receipt of the above feedback to amend those monographs within the Content Milestone which were not accepted as is and to re-deliver them to Epocrates.

5.5

Epocrates shall submit further feedback on the terms of Clause 5.3 for each re-delivered monograph. If necessary the BMJ may redeliver a monograph again in accordance with Clause 5.4. If Epocrates does not provide its feedback within the times required above and the BMJ has provided a written reminder to Epocrates but Epocrates has still not responded within a further five (5) Business Days after the later of the reminder or the deadline stated above the relevant monographs of the Content Milestone shall be deemed accepted.

5.6

If the BMJ does not accept the feedback provided by Epocrates regarding whether any monograph is in compliance with the NewDx Content Specification or there is any other dispute between the Parties regarding the delivery and/or acceptance of the NewDx Content then either Party may refer the matter to the Content Advisory Panel which shall arbitrate and render an opinion within 15 Business Days on the acceptability of the monograph or other matter referred to it. Neither Party may refer a matter to the Content Advisory Panel until the matter has been presented to the Executive Committee and has remained unresolved by the Executive Committee for at least ten (10) Business Days after such presentation. The arbitration by the Content Advisory Panel shall be in lieu of the dispute resolution process set forth in Clause 15. Each Party accepts that the decision of the Content Advisory Panel shall be final and binding.

5.7

Incorporation of the NewDx Content with the NewDx Products will occur via Epocrates retrieving the NewDx Content in accordance with NewDx Content Specification (Schedule 2) and the Project Timetable (Schedule 4).

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5.8

No amendments may be made by Epocrates to the NewDx Content other than as expressly permitted in this clause or Clause 11 post termination. For the avoidance of doubt this includes copyright notices, author names, look and feel and all content within a monograph. If changes are required for example to NewDx Content to fit within the MobileNewDx Product, then (i) if a change is to be made to the NewDx Content for all NewDx Products, Epocrates may inform BMJ of the desired change or BMJ may initiate the change on its own, and BMJ will be responsible for making the change, authorizing Epocrates to make the change (for example, correcting errors pending delivery of revised NewDx Content including the change from BMJ) or rejecting the change, or (ii) if the change is to be made only for the MobileNewDx Product (for example, colors, abbreviations, changes to conform to the available character set on the Mobile Platform), then Epocrates may make such changes so long as the changes do not change the substantive meaning of the content. BMJ may amend the NewDx Content where this is necessary or highly desirable and shall send Epocrates the changes. Should Epocrates be required by BMJ to implement a change to the NewDx Content for legal or other important reasons it shall do so in the timeframes specified by BMJ which shall be reasonably determined by the urgency and the extent and complexity of such changes.

6.     NewDx Products

6.1

Epocrates shall design, develop and operate the NewDx Products in accordance with the NewDx Products Specification and the Project Timetable.

6.2

Acceptance of the BMJWebDxPremium Product shall be agreed by Epocrates and the BMJ based on the relevant section of the NewDx Products Specification and in accordance with the Product Milestones and the provisions set out below.

6.3

Epocrates shall provide access to the BMJ in a format and manner reasonably agreed by the Parties to each Product Milestone to enable the BMJ's testing and review. The BMJ shall have ten (10) Business Days after receiving access to each Product Milestone to submit written feedback to Epocrates on that Product Milestone either:

(a)

accepting elements of that Product Milestone as is; or

(b)

providing reasonable comments and guidance for amendments to elements of that Product Milestone;

6.4

Epocrates shall have a further fifteen (15) Business Days following receipt of the above feedback to amend those elements of the Product Milestone which were not accepted as is and to re-provide access to them to the BMJ.

6.5

The BMJ shall submit further feedback on the terms of Clause 6.3 for each element to which access was re-provided. If necessary Epocrates may re-provide access to an element again in accordance with Clause 6.4. If the BMJ does not provide its feedback within the times required above and Epocrates has provided a written reminder to the BMJ but the BMJ has still not responded within a further five (5) Business Days after the later of the reminder or the deadline stated above the relevant elements of the Product Milestone shall be deemed accepted.

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6.6

If Epocrates does not accept the feedback provided by the BMJ regarding any element of a Product Milestone as in compliance with the relevant section of the NewDx Products Specification or there is any other dispute between the Parties regarding the design, development and/or acceptance of the BMJWebDxPremium Product then either Party may refer the matter to Technology Advisory Panel which shall arbitrate and render an opinion within fifteen (15) Business Days on the acceptability of the elements of a Product Milestone or other matter referred to it. Neither Party may refer a matter to the Technology Advisory Panel until the matter has been presented to the Executive Committee and has remained unresolved by the Executive Committee for at least ten (10) Business Days after such presentation. The arbitration by the Technology Advisory Panel shall be in lieu of the dispute resolution process set forth in Clause 15. Each Party accepts that the decision of the Technology Advisory Panel shall be final and binding.

6.7

Within thirty (30) days following acceptance of the 420^th monograph, which includes twenty overview monographs, from the NewDx Content, (but no earlier than as set out in the Project Timetable) or such longer period for any NewDx Product as may be approved by the Executive Committee, Epocrates shall make the NewDx Products for Online Platforms available for access. Promptly after the later of completion of the SRS for the MobileNewDx Product pursuant to Schedule 3 or execution of this Agreement, the Executive Committee will establish the date and criteria for Launch of the MobileNewDx Product, Epocrates shall make the NewDx Products for Mobile Platforms available for access. Changes to the Launch criteria in this clause and the definition of "Launch" may be made by the Executive Committee.

6.8

The BMJWebDxPremium shall be available to the BMJ's authorised users from its Launch Date and, Epocrates shall continue to host, maintain and operate the BMJWebDxPremium Product from the its Launch Date for the remainder of the Term in accordance with the BMJWebDxPremium Product SLA.

6.9

Epocrates is responsible for hosting the NewDx Products. Epocrates shall at all times comply with, or exceed the requirements of, the Epocrates Business Continuity Plan for all NewDx Products.

6.10

During the Term, Epocrates and BMJ shall ensure the other Party is granted access rights for their respective NewDx Products for up to 5 staff or independent contractors to view all aspects of the NewDx Products as would be apparent to a user of that NewDx Product.

7.     Operation and Support

7.1

The Parties shall provide first and second line user support for the NewDx Content and the NewDx Products during the Term in accordance with the Support Specification (Schedule 7).

7.2

The BMJ agrees to create and deliver updates for the NewDx Content to Epocrates during the Term in a format, manner and frequency as set out in the NewDx Content Specification (Schedule 2). Epocrates agrees to implement each such update for the NewDx Products within thirty (30) Business Days of acceptance, or not later than the first monthly or quarterly update after such thirty (30) Business Day period if the updates are released at regular intervals.

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7.3

For the avoidance of doubt Epocrates agrees that any new releases, upgrades or other developments of the EpocWebDxPremium Product implemented during the Term shall also be implemented concurrently or with minimal delay within the BMJWebDxPremium Product unless otherwise agreed with BMJ and excluding any advertising or sponsorship which shall not be included within the BMJWebDxPremium Product, and excluding any other content not expressly agreed in writing by the BMJ. BMJ requires that there is no ambiguity about the source of the NewDx Content and any changes must in no way imply any influence by pharmaceutical companies or their agents. For the avoidance of doubt, any new developments outside the scope of the EpocWebDxPremium Product that may link into or from the EpocWebDxPremium Product, including resource centers, CME programs, blogs, discussion groups and other matters, whether or not including or constituting advertising or sponsored materials will not be implemented within the BMJWebDxPremium Product.

7.4

Each Party agrees and acknowledges there may be a need to develop, update and enhance the NewDx Content and the NewDx Products during the Term in order to maximise revenue and to reflect developments in the market e.g. by providing new forms of content or in additional formats or with enhanced digital rights management systems or other content protection systems or technology. The Project Leaders and the Executive Committee shall review and discuss potential developments on a regular basis within the project management procedures set out in Clause 3.

7.5

Epocrates shall at all times during the Term remain responsible for the NewDx Content in Epocrates' possession or control.

7.6

Epocrates shall not (and shall not permit or authorise any third party, other than authorised users of the NewDx Products, to) during the Term copy, sub-license, part with possession of, or allow third party access to, the NewDx Content in its possession or control except as necessary to perform applicable obligations under this Agreement nor remove or modify any burn-in warnings or watermarks included on such materials. Epocrates shall:

(a)

advise each of its employees, contractors and other individuals under Epocrates' control or supervision (in writing) of the criminal and civil liability that may arise by reason of the piracy, theft, unauthorised copying or unauthorised exhibition of such materials; and

(b)

keep in accordance with the relevant provisions of the NewDx Platforms Specification a record of all employees or contractors who have access to such materials and shall provide such information to the BMJ on request.

8.     Sales and Marketing

8.1

The Parties agree and acknowledge that the NewDx Products may only be marketed and sold during the Term in accordance with the following provisions, subject always to the Fees due:

(a)

Epocrates may Promote and provide access to the EpocWebDxFree Product without restriction within the US and Canada only to individuals;

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8.2

Each Party shall be responsible for its own marketing and sales costs and other costs in relation to the NewDx Project except where otherwise expressly set out in this Agreement. Either Party may engage third parties to perform Promotion, marketing or selling, including resellers, on behalf of such Party, but such Party shall be responsible for ensuring that any such third party complies with the limitations set forth in this Clause 8.

8.3

The Parties agree and acknowledge that User Data generated during the license or use of the EpocWebDxFree Product, EpocWebDxPremium Product and the MobileNewDx Product will be owned by Epocrates, and the User Data generated during the license or use of the BMJWebDxPremium Product and any other products containing NewDx Content marketed by or on behalf of BMJ pursuant to Clause 8.1(e) will be owned by BMJ. User Data that is collected by a Party as a result of links out of a NewDx Product will be the property of the Party receiving such User Data even if the NewDx Product that contained the link is associated with the other Party in the first sentence above (e.g., registration information collected by BMJ resulting from a link in the EpocWebDxPremium Product to BMJ's Clinical Evidence would be the property of BMJ). The Parties agree that collection and use of User Data shall be in compliance with applicable data protection legislation and regulation and all applicable privacy policies.

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8.4

Both Parties agree to comply with the Sponsorship and Advertising Restrictions in connection with sponsorship and advertising from third parties included in the pages of the NewDx Products during the Term. The BMJ shall control, manage and deploy all advertising and sponsorship appearing in or associated with the BMJWebDxPremium Product, and Epocrates shall control, manage and deploy all advertising and sponsorship appearing in or associated with the EpocWebDxPremium Product, EpocWebDxFree Product and MobileNewDx Product. For the avoidance of doubt, unless independently agreed to by the Parties, Epocrates shall have no obligation to serve up ads, install links or otherwise manage content, promotional or otherwise, that is exclusively to be reflected in the BMJWebDxPremium Product. Such Sponsorship and Advertising Restrictions do not apply to any other sponsorship or advertising from third parties accepted by a Party for display outside the NewDx Products, including other sections of an Epocrates or BMJ website containing a NewDx Product or other portions of a product or suite of products that includes a NewDx Product or portions of NewDx Content outside the NewDx Product (such amounts of NewDx Content to be agreed by the Executive Committee) or links with a NewDx Product, so long as such locations outside the NewDx Products is readily discernible from the NewDx Product to an end user.

8.5

Prior to Launch of the first NewDx Product, the Executive Committee will approve guidelines for the Promotion of the NewDx Products ("Promotion Guidelines"). The Promotion Guidelines will include naming for the NewDx Products which will be determined by the Executive Committee no later than 1^st July 2007. Each Party (the "Promoting Party") agrees to comply with the guidelines approved by the Executive Committee, to provide a copy of all marketing materials to the other Party ("Reviewing Party") at or before the time of first publication or use of the material, except that marketing materials that merely reuse previously submitted materials without material modifications do not need to be resubmitted (for example, use of material in different media or in new presentations or communications). If the Reviewing Party believes that any material submitted by the Promoting Party violates the Promotion Guidelines, it will notify the Promoting Party in writing, specifying the basis for the objection. The Promoting Party will either modify the materials that were the subject of the notice to address the objection or will cease using the materials until the matter has been resolved. A Promoting Party may include a deadline for the review of the materials of not less than ten (10) Business Days, and if the Reviewing Party has not objected by such deadline, the Promoting Party will not be obligated to suspend use of the materials in the event of a subsequent objection pending resolution of the matter. Notwithstanding the foregoing, each Party is responsible for compliance with all applicable laws in connection with the Promotion, marketing and sales of the NewDx Products by or on behalf of such Party.

9.     Intellectual Property

9.1

Epocrates agrees and acknowledges that, as between the Parties, the BMJ is the owner of any and all Rights in:

(a)

the BMJ Marks;

(b)

the NewDx Content;

(c)

the User Data assigned to BMJ pursuant to Clause 8.3; and

(d)

any other materials created or supplied by or on behalf of the BMJ in connection with the NewDx Project;

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9.2

The BMJ agrees and acknowledges that, as between the Parties, Epocrates is the owner of any and all Rights in:

(a)

the Epocrates Marks;

(b)

the NewDx Products excluding the NewDx Content and BMJ Material;

(c)

the User Data assigned to Epocrates pursuant to Clause 8.3; and

(d)

any other materials created or supplied by or on behalf of Epocrates in connection with the NewDx Project;

9.3

Subject to Clauses 8 and 9.6, the BMJ hereby grants (where relevant by way of present grant of future rights) to Epocrates a non-exclusive, non-transferable, perpetual licence of all such Rights in the NewDx Content to the extent and in so far as are reasonably necessary to provide the NewDx Products in accordance with this Agreement during the Term and thereafter but in accordance with the provisions of Clause 11.

9.4

Subject to Clauses 8 and 9.6, Epocrates hereby grants (where relevant by way of present grant of future rights) to the BMJ an exclusive, non-transferable perpetual licence of all such Rights in the BMJWebDxPremium Product to the extent and in so far as are reasonably necessary for the purposes of BMJ stepping in and being accessed all necessary software, databases and other requirements, other than the Third Party Materials, should the Epocrates Business Continuity Plan not be successful during the Term if so utilised, (and which is hereby authorised) and thereafter in accordance with the provisions of Clause 11 and the Exit Plan.

9.5

The Parties agree and acknowledge that the NewDx Content will not contain any third party material which is not owned by BMJ, other than certain discretionary miscellaneous material which may be licensed in for free. Any other third party material included in any NewDx Content shall be included after the Executive Committee agree to this including related costs. Where NewDx Content and the BMJWebDxPremium Product both contain elements owned by third parties (including without limitation material included in NewDx Content described above in this clause, and databases or software licences included in or necessary for the BMJWebDxPremium Product), this shall be identified in the Template and NewDx Products Specification, respectively (the Third Party Materials). The Parties agree and acknowledge that Epocrates will be responsible for procuring the necessary Rights in these Third Party Materials included in the BMJWebDxPremium Product, other than where part of the NewDx Content, for Epocrates to host the NewDx Products in accordance with the terms set out in the NewDx Products Specification. Changes to these shall be updated in writing. BMJ will be responsible for procuring the necessary Rights in the Third Party Materials in order for BMJ to host the BMJWebDxPremium Product as and when permitted under this Agreement.

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9.6

The BMJ grants to Epocrates a non-exclusive, non-transferable licence to use the BMJ Marks and Epocrates grants to the BMJ a non-exclusive, non-transferable licence to use the Epocrates Marks in both cases to the extent and in so far as are reasonably included during the Term on the NewDx Products as agreed by the Executive Committee PROVIDED THAT each Party undertakes to comply with the reasonable usage guidelines of the other Party and, if so required by the other Party, to enter into a separate licence agreement with the other Party and/or its licensors incorporating standard and customary protections in favour of the proprietor of such marks and logos. All goodwill arising from such use by the licensed Party shall accrue to the licensing Party and no action relating to infringement proceedings may be taken or instigated by the licensed party without the licensing party's prior written consent. Notwithstanding the foregoing, either Party may object in writing at any time to any use of its marks by the other Party, and such other Party shall promptly modify any such use as required by the licensing Party. All Rights not expressly granted hereunder are reserved to the owning Party which it should be free to exploit in its sole discretion.

9.7

In the event that either Party suspects infringement of the other party's intellectual property rights, being utilised by Epocrates or BMJ under this Agreement, such Party shall notify the owning Party and that owning Party shall take whatever steps it deems appropriate and commercially viable in order to investigate the suspected infringement and prevent ongoing infringement if found. Both Parties shall reasonably co-operate with such investigations and preventions.

9.8

In the event that a copyright infringement or claim alleging defamation is alleged regarding any individual aspect of the NewDx Content, and BMJ believes a substitute is required, Epocrates agrees to reasonably cooperate with replacement of that NewDx Content.

9.9

All rights not expressly granted are reserved.

10.   Financial Terms

11.   Term and Termination

11.1

This Agreement shall commence on the Commencement Date and shall continue, unless terminated earlier by mutual agreement of the Parties, for an initial term ending at midnight on 31st December 2011 ("Initial Term"), continuing thereafter for further renewal periods of one calendar year unless terminated by either Party giving no less than six (6) months written notice to the other Party, such notice to expire at the end of the Initial Term or at the expiry of further year renewal periods, subject to any earlier termination in accordance with the provisions of this Clause 11 (the Term).

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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11.2

Either Party may terminate this Agreement on six (6) months written notice to the other Party at any time after 31st December 2009, if the terminating Party can demonstrate Commercial Failure. Both Parties will use all reasonable endeavours to on their part avoid a Commercial Failure. For the purposes of this Clause 11.2 Commercial Failure means:

(a)

in the case of BMJ invoking this clause, where in either 2009 or 2010 calendar years Epocrates has not accrued royalties, including the Web Traffic Fees, the MobileNewDx Product Royalties and the EpocWebDxPremium Product Royalties, for BMJ in the sum of [*] or more; or

(b)

in the case of Epocrates invoking this clause where(i) BMJ has not accrued BMJWebDxPremium Product Royalties for Epocrates in the sum of [*] or more in 2009 or[*]or more in 2010, or (ii) the Visitors per month, as defined in Schedule 5, Clause 2.2(i), is less than [*] Visitors on average across 2009 or less than [*] Visitors on average across 2010.

11.3

In addition to (and not in substitution for) any other right or remedy, either Party may terminate this Agreement immediately by notice in writing to the other at any time within six months after the occurrence of any of the following:

(a)

the other Party commits any material breach of this Agreement (which includes both Level 1 and Level 2 breaches as defined below), which if capable of remedy it fails to remedy within forty (40) Business Days of receiving written notice from the terminating Party requiring such remedy;

(b)

the other Party commits any material and irremediable breach of this Agreement or repeats any material breach which has previously and properly been the subject of a notice under Clause 11.3(a) above;

(c)

the other Party is affected by a force majeure event in accordance with Clause 16 for a period in excess of forty (40) Business Days;

(d)

any meeting of creditors of the other Party is held or any arrangement or composition with or for the benefit of its creditors (including any voluntary arrangement as defined in the Insolvency Act 1986 or US Bankruptcy Code) is proposed or entered into by or in relation to such other Party;

(e)

a supervisor, receiver, administrator, administrative receiver or other encumbrance takes possession of or is appointed over or any distress, execution or other process is levied or enforced (and is not discharged within seven days) upon the whole or any substantial part of the assets of such other Party;

(f)

the other Party ceases or threatens to cease to carry on business or is or becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or US Bankruptcy Code; or

(g)

a petition is presented, or a meeting is convened for the purpose of considering a resolution, for the making of an administration order, the winding-up, bankruptcy or dissolution of such other Party;

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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11.4

On termination of this Agreement under Clause 11.1 or 11.3(c):

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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11.5

On termination of this Agreement by either Party (the Terminating Party) under Clause 11.2:

(a)

the Non-Terminating Party would receive the same rights due to it under Clause 11.4 (a) or (b) as applicable as if termination had been under Clause 11.1, or 11.3(c) save and except where Epocrates is the Terminating Party, Epocrates shall continue to host and maintain the BMJWebDxPremium Product (at BMJ's option) for a period of six months whilst following the release of the Epocrates Escrow Deposit BMJ undertakes all necessary measures for migration over to BMJ hosting. For the avoidance of doubt, no royalties shall be paid to Epocrates by BMJ during this six month period; but

(b)

the Terminating Party would not have any licence or right to use the Rights of the Non-Terminating Party following the date of termination.

11.6

On termination of this Agreement by either Party (the Terminating Party) under Clause 11.3(a), 11.3(b) (where the material breach is a Level 1 Breach) and 11.3(d) through (g) inclusive:

(a)

the Terminating Party would receive the same rights due to it under Clause 11.4 (a) or (b) as applicable as if termination had been under Clause 11.1, or 11.3(c) save and except where Epocrates is the breaching party, or Epocrates terminates under Clause 21 for its own Change of Control in which case, Epocrates shall continue to host and maintain the BMJWebDxPremium Product (at BMJ's option) for a period of six months whilst following the release of the Epocrates Escrow Deposit BMJ undertakes all necessary measures for migration over to BMJ hosting. For the avoidance of doubt, no royalties shall be paid to Epocrates by BMJ during this six month period; but

(b)

the other Party would not have any licence or right to use the Rights of the Terminating Party following the date of termination.

11.7

On termination of this Agreement by either Party under Clause 11.3(a) or 11.3(b) where the material breach is a Level 2 Breach:

(a)

the Terminating Party would receive the same rights due to it under Clause 11.4 (a) or (b) as applicable as if termination had been under Clause 11.1, or 11.3(c); but

(b)

the other Party would not have any licence or right to use the Rights of the Terminating Party for a suspension period of one year following the date of termination but thereafter would receive the same rights due to it under Clause 11.4 (a) or (b) as applicable as if termination had been under Clause 11.1 or 11.3(c).

11.8

For the purposes of this Clause 11: a Level 1 Breach shall be a material breach involving fraud, blatant abuse of the other Party's Rights in contravention of the licences set out herein or non-payment of Fees or Royalties beyond 90 days of its due date and which exceeds [*] or failing to report Royalties and Fees owing to the other Party beyond 90 days of their due date (but excluding where this is reported in good faith but contains unintentional errors in such reports); or failing to make the BMJWebDxPremium, EpocWebDxFree and EpocWebDxPremium Products and/or Mobile NewDx Products or Mobile Free NewDx Product available to users for more than 14 consecutive days; and a Level 2 Breach shall be a material breach involving breach of the BMJWebDxPremium Product SLA, the Project Timetable and all other breaches.

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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11.9

On termination of this Agreement for whatever reason:

(a)

the BMJ shall continue to own the BMJ Material existing at the date of termination and Epocrates shall continue to own the Epocrates Material existing at the date of termination and both Parties shall be free to use their own materials without restriction;

(b)

except as expressly permitted above the BMJ shall cease any further use of the Epocrates Material and Epocrates shall cease any further use of the BMJ Material except as specifically directed and agreed by the Parties to allow for the orderly transfer to replacement suppliers including as set out in the Exit Plan in Schedule 10;

(c)

subject to (b) above, at the other Party's election, each Party shall destroy or deliver to the other Party or as the other Party directs all copies of the other Party's material and any confidential information of the other Party in its possession or control at the date of termination;

(d)

provide all reasonable assistance which may be required for the orderly transfer to replacement suppliers including as set out in the Exit Plan; and

(e)

each Party shall cease to be entitled to any further payment from the other Party under this Agreement provided that each Party shall remain under an obligation to pay any moneys properly due under this Agreement up to the date of termination.

11.10

The Exit Plan set forth in Schedule 10 provides for the deposit into escrow of certain materials and the rights to use such materials upon release from escrow. The Parties recognize that while the full right to use such materials does not occur until the termination of the Agreement or later, in order to exercise its rights in a timely manner, the BMJ may need to have access to the Epocrates Escrow Deposit earlier in order to prepare such materials as permitted and required under the Exit Plan. Therefore, in the event that either party provides written notice of termination pursuant to Clause 11.1, 11.2, 11.3, 21 or 22, the Escrow Agreement will provide for:

(i)

release of the Epocrates Escrow Deposit immediately upon delivery of such written notice of termination if terminated by either party pursuant to Clauses 11.1 or 11.3(c) or 22;

(ii)

release of the Epocrates Escrow Deposit six (6) months after the effective date of termination if terminated by Epocrates pursuant to Clause 11.3(a) or (b) in the case of a Level 2 Breach by BMJ;

(iii)

release of the Epocrates Escrow Deposit immediately upon delivery of such written notice of termination if terminated by BMJ pursuant to Clauses 11.1, or 11.3 or by Epocrates pursuant to Clause 11.2 or Epocrates has a Change of Control giving rise to termination pursuant to Clause 21;

(iv)

termination of the Escrow Agreement without release of the Epocrates Escrow Deposit to the BMJ if terminated for any other reason.

11.11

Termination of this Agreement shall be without prejudice to any other rights or remedies to which a Party may be entitled under this Agreement or at law as a result of or in relation to any breach or other event which gives rise to such termination, and shall not affect any other accrued rights or liabilities of either Party as at the date of termination

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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11.12

Clauses 9, 11, 13 (to the extent that any breach of warranty arose during the Term), 14 (excluding Clauses 14.1 and 14.2), 15, 17, 18, 23, and 24 and Schedules 5 (to the extent required by Clause 11.4.a.3(b) or relating to fees accrued during the Term), 10 and 12 shall survive the termination of this Agreement.

12.   Sub-contractors

13.   Warranties and Undertakings

13.1

Epocrates hereby warrants and undertakes with and to the BMJ that:

(a)

Epocrates shall ensure that its obligations contained in this Agreement, shall be performed with reasonable diligence, skill and care by competent personnel with appropriate levels of experience for the tasks which they are required to perform, to the best of their ability and in a professional, lawful and timely manner;

(b)

Epocrates is wholly free to enter into and perform its obligations under this Agreement and its performance shall not be impaired, restricted or interfered with by any other contract or obligations it may have or by any outstanding litigation or dispute in which it or any of its personnel is or are involved; and

(c)

Epocrates is or shall be the owner of the Rights licensed to the BMJ by Epocrates, has or shall obtain all waivers, permissions and consents in relation to all those elements created or produced by or on behalf of Epocrates necessary for the provision and use of the BMJWebDxPremium Product in accordance with the terms and conditions of this Agreement. These shall in no way whatever be a violation or infringement of any third party Rights, right of privacy or publicity and shall not be obscene, libellous or defamatory or otherwise unlawful and not in any way inhibit, restrict or impair the free and/or unrestricted use and operation of the BMJWebDxPremium Product or any other exercise by the BMJ of the Rights granted in this Agreement. Epocrates warrants in respect of Rights in and to Third Party Materials included in the BMJWebDxPremium Product these shall be disclosed in Schedule 3 (for those known as at the date of this Agreement) and updated from time to time and notified to BMJ. Epocrates warrants that the Rights in and to Third Party Materials included in the BMJWebDxPremium Product shall be consistent with the Rights granted in Clauses 9 and 11.

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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13.2

The BMJ warrants and undertakes with and to Epocrates that:

(a)

BMJ shall ensure its obligations contained in this Agreement shall be performed, with reasonable diligence, skill and care by competent personnel with appropriate levels of experience for the tasks which they are required to perform, to the best of their ability and in a professional, lawful and timely manner;

(b)

the BMJ is wholly free to enter into and perform its obligations under this Agreement and its performance shall not be impaired, restricted or interfered with by any other contract or obligations it may have or by any outstanding litigation or dispute in which it or any of its personnel are involved; and

(c)

the BMJ is or shall be the owner of the Rights licensed to Epocrates by the BMJ, has or shall obtain all waivers, permissions and consents in relation to all those elements created or produced by or on behalf of the BMJ necessary for the provision and use of the NewDx Content in accordance with the terms and conditions of this Agreement. These shall in no way whatever be a violation or infringement of any third party Rights, right of privacy or publicity and shall not be obscene, libellous or defamatory or otherwise unlawful and not in any way inhibit, restrict or impair the free and/or unrestricted use and operation of the NewDx Products or any other exercise by Epocrates of the Rights granted in this Agreement. BMJ warrants in respect of Rights in and to third party Third Party Materials included in the NewDx Content these shall be disclosed in Schedule 3 (for those known as at the date of this Agreement) and updated from time to time and notified to Epocrates. BMJ warrants that the Rights in and to Third Party Materials included in the NewDx Content shall be consistent with the Rights granted in Clauses 9 and 11.

(d)

It shall use all reasonable endeavours to ensure that appropriate disclaimers (even if these are not jointly developed under Clause 3.7) and are included with due prominence on the New DX Products and terms and conditions with users of the New DX Content, minimise the risk of claims against Epocrates, BMJ and their agents, resulting from errors or omissions within the BMJWebDxPremium Product.

14.   Indemnity and Limitation of Liability

14.1

Subject to Clause 14.3, and both parties adhering to the provisions of Clauses 13.1(d) and 13.2(d) and where relevant to the claim Epocrates adhering to Clause 5.8, each Party shall indemnify and hold harmless the other Party (the Indemnified Party) against all losses, damages, injury, costs or expenses resulting from third party claims arising from any breach of any of its obligations, warranties and/or undertakings contained in the Agreement provided that the Indemnified Party complies with Clause 14.2.

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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14.2

The Indemnified Party shall:

(a)

promptly notify the other Party if any claim or action by a third party is made or threatened to which the other Party's indemnity may extend;

(b)

make no admission nor attempt to settle or compromise any such claim or action without the other Party's consent;

(c)

allow the indemnifying Party full conduct of the defence; and

(d)

provide the indemnifying Party with all reasonable co-operation.

14.3

Subject to Clause 14.4, each Parties' aggregate and total liability to the other in respect of all claims for breach of contract, negligence, breach of statutory duty or otherwise under or in connection with this Agreement, is limited as follows:

(a)

for claims relating to: (i) personal injury or death caused by either Party's acts or negligence or that of its employees, agents and/or sub-contractors; or (ii) infringement of Rights; or (iii) non-payment of Fees; no limit shall apply;

(b)

for claims relating to damage to or loss of tangible property (excluding claims for loss or corruption of, or damage to data) liability is limited to $1,000,000;

(c)

for all claims subject to Clause 14.1, the indemnifying party's liability is limited to $3,000,000 per BMJ insurance year or Epocrates insurance year (as appropriate for the indemnifying party);

(d)

for all other claims by Epocrates against the BMJ arising from the NewDx Content liability is limited to $2,000,000 per BMJ insurance year; and

(e)

any other claims liability shall be limited to a sum equal to $2,000,000 per claim or series of claims arising from any one incident.

14.4

EXCEPT FOR CLAIMS FOR INDEMNIFICATON UNDER CLAUSE 14.1, NEITHER PARTY SHALL IN ANY EVENT BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA. LOSS OF ANTICIPATED EARNINGS AND LOSS OF CONTRACTS HOWEVER CAUSED. THE PARTIES AGREE THAT THESE LIMITAIONS HSALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THIS CLAUSE ALLOCATES THE RSISKS BETWEEN THE PARTIES AND THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

15.   Dispute Resolution

15.1

In the event that there is a material dispute between the Parties in relation to any matter arising from or in connection with this Agreement, unless resolved by the Content Advisory Panel pursuant to Clause 5.6 or the Technical Advisory Panel pursuant to Clause 6.6 then the Parties agree to follow the procedures set out in this Clause as follows:

(a)

if a Party reasonably believes that there is a dispute which has not been resolved at an operational level between Project Leaders, then that Party (for the purposes of this Clause known as the Escalating Party) shall bring the existence of such dispute to the attention of the Executive Committee;

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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15.2

If such dispute has not been satisfactorily resolved after the Parties have followed the procedures set out in Clause 15.1 above or, notwithstanding the provisions above, in any event within a period of forty (40) Business Days from the date of receipt by the Recipient Party of the notice of dispute, either Party may, subject to the terms and conditions contained in this Agreement and pursuant to the terms set forth in Schedule 12, submit the matter to non-binding mediation, and if such mediation is not successful within the timetable specified, binding arbitration.

16.   Force Majeure

17.   Further Assurances

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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18.   Confidentiality

18.1

Each Party undertakes to the other that, subject to Clause 18.2 below, it will treat as confidential the terms of this Agreement together with all information whether of a technical nature or otherwise relating in any manner to the business or affairs of the other Party as may be communicated to it hereunder or otherwise in connection with this Agreement and will not disclose such information to any person (other than, in each case on a need to know basis and subject to a similar obligation of confidence set out herein, to its associates, auditors and other professional advisers, (and in the case of the BMJ, to its contractors such as writers, reviewers, editors and advisers) or to the media and will not use such information other than for the purposes of this Agreement subject always to prior specific authorisation in writing by the disclosing Party to such disclosure or use.

18.2

The provisions of Clause 18.1 above shall not apply to any information which:

(a)

is in the public domain other than by default of the recipient Party;

(b)

is obtained by the recipient Party from a bona fide third party having no apparent restraint on its free right of disposal of such information;

(c)

is independently developed by the recipient Party without reference to the confidential information received from the other Party, as evidenced by tangible documentation contemporary with such independent development; or

(d)

is required to be disclosed by law (or applicable regulation) or the valid order of a court of competent jurisdiction, or the request or direction of any governmental or other regulatory authority or agency.

19.   Notices

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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20.   Announcements

21.   No Assignment, Change of Control

22.   Regulatory Intervention

23.   General

23.1

A waiver by either Party of any of the terms or conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either Party.

23.2

This Agreement constitutes the entire agreement between Epocrates and the BMJ with respect to the subject matter herein contained. This Agreement cannot be changed or terminated orally, and no changes or amendments to this Agreement shall be binding upon the Parties until accepted in writing (which includes by fax but not email) by a duly authorised representative of both Parties. Where possible both Parties agree to use the process (for Product changes) and a Change Request Form as set out in Schedule 11.

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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23.3

No terms, obligations, representations, promises or conditions oral or written, express or implied, have been made or relied upon by either Party other than those expressly contained herein. For the avoidance of doubt, each Party irrevocably waives any right it may have to seek a remedy for:

(a)

any misrepresentation which has not become a term of this Agreement; or

(b)

any breach of warranty or undertaking (other than those expressly contained in this Agreement whether express or implied, statutory or otherwise

23.4

No term or provision of this Agreement is for the benefit of any person who is not a Party. A person who is not a Party to this Agreement has no right to enforce the benefit of any term of this Agreement and to the extent permitted by law the Parties hereby exclude the application of Contracts (Rights of Third Parties) Act 1999 to this Agreement.

23.5

Nothing contained in this Agreement shall in any way create any association, partnership or the relationship of principal and agent between the Parties hereto or be construed as evidencing the intention of the Parties to constitute such a relationship.

24.   Governing Law and Jurisdiction

25.   Counterparts

Schedule 1—Executive Committee and Project Leaders

        Referenced in Definitions of "Executive Committee" and "Project Leader"

        "Executive Committee" referred to in Clauses 3.1, 3.3, 3.4, 3.6, 5.6, 6.6, 6.7, 7.4, 8.1©, 8.1(g), 8.4, 8.5, 9.6, 15.1(a) and 15.1(b)

        "Project Leader" referred to in Clauses 3.2, 3.3, 3.4, 3.7, 3.8, 7.4, 15.1(a) and 19

(1)   Executive Committee

For BMJ

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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For Epocrates

(2)   Project Leaders

For BMJ
Mark Wiegand-Smith.

For Epocrates
Geoff Hyde.

Schedule 2—NewDx Content Specification

        Referenced in Definition of "NewDx Content Specification"

        "NewDx Content Specification" referred to in Clauses 5.1, 5.2, 5.3, 5.3(b), 5.6, 5.7 and 7.2

1)    Content

2)    Technical Specification

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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3)    Delivery Mechanisms—

        Unless otherwise agreed to by the Parties, content to be delivered to Epocrates as follows:

4)    Editorial Specification

        NewDx Content Monographs will be developed in compliance with the applicable monograph templates (subject to below*) and the Guide for Authors. As of the date of this Agreement, the templates and Guide for Authors are as set forth below, and any changes to these specifications must be approved by the Project Leaders in writing including factoring all cost implications and any adjustments required between the Parties as a result:

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*

Where any part of a monograph topic does not appropriately fit within any part of the template criteria (i.e. for example to complete it as is, is misleading or should it require qualification), BMJ shall be free to amend the content for the monograph as required, subject to making minimal necessary changes. Any such changes shall be noted to Epocrates when transmitted for acceptance, and the Parties will, as appropriate, discuss whether the template should be modified (e.g., the issue is expected to occur repeatedly), whether the change is able to be accommodated without engineering changes, and whether the template criteria should be waived for the particular monograph so that it may be accepted.

•

Templates:

•

Dx2_Std_Template_v7.doc

•

Dx2_ID_Template_v7.doc

•

Dx2_EvalOf_Template_v2.doc

•

Dx2_Overview_Template_v2.doc

•

Author Instructions:

•

Author Instructions for Dx2 "Standard" Monographs Dx2_Instructions_Standard_v1.7_070129.doc (version 1.7)

•

Author Instructions for Dx2 "Evaluation Of" Monographs Dx2_Instructions_Eval_v1.3_070129.doc (version 1.3)

•

Author Instructions for Dx2 "Overview" Monographs Dx2_Instructions_Overview_v1.1_061120.doc (version 1.1)

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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BMJ Processes—as set out in Appendix 2 to Schedule 2

5)    Updates

Frequency

        Each Monograph will be reviewed and updated not less frequently than once per calendar year commencing in 2008. Updates will be provided to Epocrates on a reasonably regular basis and steady volume and shall be subject to review and acceptance as set forth in Clause 5.

Processes

        [*]

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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Appendix 1 to Schedule 2

1^st 420 Monographs * subject to substitution as set out in Schedule 2

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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Appendix 2 to Schedule 2

BMJ Processes (New Monographs)

[*]

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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Schedule 3—NewDx Products Specification

        Referenced in Definitions of "EpocWebDxFree Product", "MobileNewDx Product" and "NewDx Products Specification"

        "EpocWebDxFree Product" referred to in Clauses 3.1, 8.1(a), 8.1(b), 8.3 and 8.4

        "MobileNewDx Product" referred to in Clauses5,8, 6.7, 8.1(b), 8.3, 8.4, 10 and 11.2(a)

        "NewDx Products Specification" referred to in Clauses 6.1, 6.2, 6.3, 6.6 and 9.5

        The NewDx Products will be developed consistent with the provisions set out in the Software Requirements Specification ("SRS"). The version of the SRS as of the date of this Agreement is: (i) for the Online Platform—Software Requirements Specification for Epocrates Online v3.0 Version 0.2 dated September 10, 2006, and (ii) for the Mobile Platform—Software Requirements Specification for Epocrates Dx (Mobile) Version (yet to be developed) . The BMJ Project Leader will have access to the most recent version of the SRS and will discuss any design issues with the Epocrates Project Leader. Where any disagreement arises as to the SRS's (for any reason), the Project Leader shall refer this dispute to the Executive Committee who shall endeavour to resolve the matter in a timely manner. If this is not resolved it shall be elevated in accordance with Clause 15.

        In no event shall the SRS deviate from the following tables showing content and features to be included in the NewDx Products for the Online Platform without the approval of the Executive Committee (Note: items in italics are under consideration for inclusion and are listed for illustrative purposes only—no determination has been made whether such material will be included).

        For the purposes of these tables, "Free Unregistered", "Free Registered" are versions of the EpocWebDxFree Product "Subscription" is the EpocWebDxPremium Product, and "Institutional" is the BMJWebDxPremium Product.

 

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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        The databases or software licenses expected as of the date of this Agreement to be included in Third Party Materials for the NewDx Products as defined in Clause 9.5 are as follows (updated lists will be included in the Epocrates Escrow Deposit):

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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Schedule 4—Project Timetable

        Referenced in Definition of "Project Timetable"

        "Project Timetable" referred to in Clauses 3.5, 4.1, 4.2, 4.3, 5.1, 5.7, 6.1 and 11.8

Schedule 5—Fees and Royalties

        Referenced in Definitions of "BMJWebDxPremium Product Royalties", "Content Milestone Fees", "EpocWebDxPremium Product Royalties", "Fees", "MobileNewDx Product Royalties" and "Web Traffic Fees"

        "BMJWebDxPremium Product Royalties" referred to in Clause 11.2(b)

        "Content Milestone Fees" referred to in Clauses 5.1 and 10

        "EpocWebDxPremium Product Royalties" referred to in Clause 10 and 11.2(a)

        "Fees" referred to in Clauses 5.1, 8.1, 10, 11.2(a), 11.8, and 14.3(a)

        "MobileNewDx Product Royalties" referred to in Clause 10 and 11.2(a)

        "Web Traffic Fees" referred to in Clause 10 and 11.2(a)

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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FEES

1.     Content Milestone Fees

1.1

Epocrates shall pay to the BMJ a fee of [*] on acceptance of each of the five (5) Content Milestones in accordance with Clause 5 and Schedule 4 [*] in total); provided that if the first Content Milestone occurs before this Agreement is executed, the date of execution of the Agreement shall be considered the date of acceptance of such first Content Milestone.

1.2

BMJ shall invoice Epocrates upon acceptance of each Content Milestone and Epocrates shall make payment to BMJ within 30 days of the receipt of invoice.

2.     Web Traffic Fees

2.1

Subject to the additional terms in this section 2, Epocrates shall pay to the BMJ a fee of [*] for each Visitor to the EpocWebDxFree Product (registration required version) after its Launch Date during the Term.

2.2

For the purposes of this section 2, a:

(i)

"Visitor" means each unique monthly Verified US MD Visitor as determined by tracking the first visit by each Verified US MD Visitor to the EpocWebDxFree Product in any new calendar month.

(ii)

"Verified U.S. MD Visitor" is a user accessing the EpocWebDxFree Product who has registered with Epocrates and based on the information submitted during registration can be matched to the American Medical Association (AMA) physician database in accordance with the registration/verification process used by Epocrates

2.4

The Parties agree and acknowledge that the BMJ will not be paid a traffic fee by Epocrates for visitors to the BMJWebDxPremium Product or the EpocWebDxPremium Product.

2.5

Web Traffic Fees will be paid in accordance with Clause 6 of this Schedule 5.

3.     Royalties

        For the purposes of this section 3, Actual License Fees means the license fees BMJ or Epocrates invoices (or if not invoiced, received) from users for activated licenses to NewDx Products, net of returns, discounts, rebates, , upgrades, price adjustments, and any sales tax or similar tax assessed on the license fee charged for the NewDx Product based on the required payments set out in this Clause 3 of Schedule 5. Actual License Fees excludes any complimentary Subscriptions, trials and/or demonstrations, and non-NewDx Content (the latter which shall need to be agreed in writing between the Parties) although both Parties shall still report complimentary Subscriptions, trials and/or demonstrations, details in the reports required under Clause 8 of this Schedule 5. Royalties shall become payable as Actual License Fees are invoiced to customers (or if not invoiced upon receipt) by BMJ or Epocrates. Any royalties paid with respect to Actual License Fees that are written off as uncollectible bad debt or otherwise reduced as a result of returns, rebates or other matters identified above shall be off set against royalties due in the next royalty payment after the reduction occurs (subject to being itemised).

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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3.1   MobileNewDx Royalties

3.1.1

Subject to the additional terms in this section 3, Epocrates shall pay to the BMJ a royalty amount equal to [*] of the Actual License Fees received by or on behalf of Epocrates for the MobileNewDx Product during the Term.

3.1.2

If Epocrates includes the MobileNewDx Product as part of a discounted or promotional bundle with another Epocrates product or module, then the Actual License Fee received by Epocrates will be allocated between the components of the bundle using the methodology demonstrated by the following example ("the Methodology"):

[*]

3.1.3

In any event, Epocrates shall pay to the BMJ [*] of the Actual License Fee as set out above or [*] per Subscription (calculated as an average on a quarterly basis) whichever is the greater amount.

3.1.4

[*]

3.2.  EpocWebDxPremium Product Royalties

3.2.1

Subject to the additional terms in this section 4, Epocrates shall pay to the BMJ

(a)

a royalty amount equal to [*] of the Actual License Fees received by or on behalf of Epocrates for the EpocWebDxPremium Product from Institutions, which are already existing as of the date of this Agreement or which are unsolicited. Institutional sales will not include individual credit card sales transacted directly off the Epocrates website (even if the credit card holder works in an Institution).

(b)

a royalty amount equal to [*] of the Actual License Fees received by or on behalf of Epocrates for EpocWebDxPremium Product, including any sales pursuant to Clause 8.1(f), to all users other than Institutions.

3.2.2

In any event Epocrates will pay BMJPG [*] of the Actual License Fee or the Minimum Royalty as set out below whichever is the greater amount. Epocrates will pay a minimum Institutional royalty based as detailed in the next Clause 3.5 of this Schedule 5.

3.2.3

Actual License Fee calculation will be similar to the example provided in the Methodology. Further, in any bundle of the EpocWebDxPremium Product with the online Epocrates drug reference (licensed by Epocrates as of the date of this Agreement under the brand Epocrates Online Premium), the value of the Epocrates drug reference in that bundle shall be [*] of the bundle value if combined solely with the EpocWebDxPremium Product when sold to individual subscribers and otherwise shall be [*] in any other bundle for individual subscribers.

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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3.2.4

In any event, Epocrates shall pay to the BMJ [*] of the Actual License Fee as set out above or [*] per Subscription (calculated as an average on a quarterly basis) whichever is the greater amount with respect to subscriptions sold for single individual use.

3.3   The BMJWebDxPremium Product Royalties

3.3.1

Subject to the additional terms in this section 3.3, the BMJ shall pay to Epocrates an amount equal to [*] of the Actual License Fees received by or on behalf of the BMJ for the BMJWebDxPremium Product, (including BMJWebDxPremium Product sales pursuant to Clause 8.1(f)), during the Term up to [*] in each calendar year. Once Actual License Fees for the BMJWebDxPremium Product reach [*] in a calendar year, the BMJ shall then pay Epocrates an amount equal to [*] of the Actual License Fees for the remaining Actual License Fees that year.

3.3.2

Actual License Fee calculation will be similar to the example provided in the Methodology. To the extent that any other Epocrates products (e.g. the Epocrates online drug reference) are included in a bundle with the BMJWebDxPremium Product, BMJ will pay a royalty equal to [*] of the Actual License Fees attributable to such Epocrates product unless another royalty amount is specifically negotiated outside of this Agreement.

3.4   Royalties on Other Services.

3.5   Minimum Royalties

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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4.     BMJWebDxPremium Product and EpocWebDxPremium Product 3rd Party and Additional Content Licensing Fees

5.     Other BMJ Sales of NewDx Content

6.     Accounting, Reporting and Auditing

6.1

Each Party shall make the royalty or traffic fee payments to the other Party within twenty (20) Business Days of sending their quarterly royalty reports to the other Party (as set forth below in Clause 6.3) and thus make payment to such Party as reflected in the report.

6.2

All payments due under this Agreement shall be made:

(a)

in US Dollars;

(b)

by electronic transfer directly to the receiving Party's bank account as notified in writing to the paying Party and without any deduction for any expense except as expressly provided in this Agreement.

6.3

Each Party shall submit to the other Party within forty-five (45) days of the end of each calendar quarter during the Term (and thereafter in accordance with Clause 11.4 as applicable) in a format and manner reasonably agreed between the Parties a written statement showing full:

(a)

customer type (individual, group, institution);

(b)

product subscribed to;

(c)

location of subscriber (country, state or province);

(d)

Subscription period;

(e)

details of the amount of Actual Licence Fees collected during that quarter;

(f)

the royalties or Traffic Fees (as applicable) due to the other Party hereunder;

6.4

No recalculations based on credits, rebates or cancellations given for whatever reason will take place after the royalty or fees payment is made, but any such adjustments permitted under this Agreement shall be deducted from the royalties payable with respect to the period in which such adjustment occurred.

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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6.5

Throughout the Term, and for a further period of two (2) years following termination Epocrates shall keep and maintain at its principal place of business, accounts relating to: (i) Launch Date obligations; (ii) the Epocrates traffic statistics and web server logs; and (iii) the NewDx Products (other than the BMJWebDxPremium Product) and the applicable Actual License Fees.

6.6

Throughout the Term, and for a further period of two (2) years following termination BMJ shall keep and maintain at its principal place of business, accounts relating to: the BMJWebDxPremium Product and the applicable Actual License Fees.

6.7

Each Party shall have the right at any time during the Term and for a further period of two (2) years following termination to audit (either itself or through an independent firm of chartered, or certified public accountants) the information and accounts referred to in section 6.5 and 6.6 as appropriate upon not less than 15 (fifteen) Business Days notice to the other Party and during business hours. Not more than one such audit may be conducted during any calendar year without cause, and the period covered by any audit shall be limited to the twelve (12) months ending on the date notice was received by the audited Party from the other Party indicating its intent to audit.

6.8

Any shortfall in the Fees paid to the auditing Party revealed by such audit shall immediately be remedied by the other Party. If a shortfall in excess of five percent (5%) is revealed, the other Party shall also refund the auditing Party's reasonable costs in conducting such audit.

6.8

It is understood that no Value Added Tax (VAT) will be charged by BMJ to Epocrates for the payments which Epocrates shall make it to under this Agreement, because Epocrates is located outside the U.K. The royalty payments should also be exempt from U.S. withholding tax by virtue of the U.S./U.K. income tax treaty. Both Parties agree to complete all necessary documentation necessary to be submitted for this exemption to apply. Should the relevant rules change, VAT shall be charged by BMJ in addition to such sums (provided that appropriate VAT invoices are provided) and/or withholding tax will be deducted as required by law, and the Parties will be liable for their own tax liabilities.

Schedule 6—BMJWebDxPremium SLA

        Referenced in Definition of "BMJWebDxPremium Product SLA"

        "BMJWebDxPremium Product SLA" referred to in Clauses 6.8 and 11.8

        Operational Specifications (Production Infrastructure)

        The Epocrates production facility has been architected as a highly available and highly scalable infrastructure. The site is monitored on a 24 × 7 × 365 basis for fault and performance characteristics. Every effort is made to minimize the frequency and affects of planned and/or unplanned outages of the infrastructure.

        The Service Level Agreement (SLA) for the production infrastructure is as set out below:

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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1.     Availability

1.1.    Service Availability Definition

        "Availability" is defined as the time when the infrastructure is available for users to access the BMJWebDxPremium Product.. Availability is measured on a 24 × 7 × 365 basis and means when the BMJWebDxPremium Product is functioning correctly when accessed via the internet from outside the Epocrates network and includes being able to access the BMJWebDxPremium Product other than as excluded under 1.4 below ("Available").

1.2.  Planned Downtime

        "Planned Downtime" is defined as time when any component or service used to host the BMJWebDxPremium Product is not Available for external access due to planned maintenance activities. Such activities include but are not limited to: core infrastructure changes (router, firewall, switches) and database changes. Typical site maintenance activities including code and content releases do not require any site downtime.

1.3.    Unplanned Downtime

        "Unplanned Downtime" is defined as time other than due to Planned Downtime (within the defined maximum amounts) or as set out in Clause 1.4 of this SLA, when any component or service used to host the BMJWebDxPremium Product is not Available.

1.4.    Not Covered by this SLA

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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2.     Performance Specifications

2.1    Definition

        Epocrates makes every effort to provide an acceptable level of performance through the use of a highly scalable architecture and effective load balancing of infrastructure components. Performance monitoring is performed by Keynote systems which provides site performance characteristics from various locations both domestically and internationally.

        It should be noted that while Epocrates makes every effort to adhere to the performance objective, it is for diagnostic and reporting purposes only. Performance results greater than the specified objective will be handled by our production fault management process. Site availability calculations do not include this performance objective.

2.2    Performance Objective

        Our goal for site performance is less than or equal to 5 seconds to render the Epocrates homepage as measured from Keynote's west coast measurement point in California as defined in their "Domestic 10" measurement package. Epocrates will determine adherence to the performance goal by averaging the homepage response time from this single measurement point over a monthly period.

3.     Site Monitoring

3.1    Definition

        Epocrates provides automated monitoring of the production facility on a continuous basis. The monitoring service implements 2 "bots" that continuously query all application services from both within and outside the local network to ensure the servers and applications are healthy and processing customer requests.

3.2    Notification and Response

        Epocrates staff is on-call on a 7 × 24 basis providing fault management for the production facility. Alerts (paging) based on the automated monitoring informs the on-call system administrator of the type and severity of the problem. This in turn dictates the level of response required to adhere to the stated SLA. Escalation processes exist should service levels be at risk based on the time to recover from a particular incident.

3.3    Reports

        Epocrates shall generate quarterly statistics for BMJ setting out whether the standards in this SLA have been achieved and itemizing Availability which shall be supplied to BMJ within 14 days following the end of the calendar quarter.

4.     Data Protection

        Under the Data Protection Act 1998, BMJ is required to put in place an agreement between BMJ ("Data Controller) and any organisation which processes personal data on its behalf governing the processing of that data.

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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        In the course of providing the Services, Epocrates (the Data Processor") may be processing the following data ("the Personal Data") on behalf of BMJ:

        The Personal Data are and will remain the property of BMJ all times.

        Epocrates agrees that it will process the Personal Data strictly in accordance with the following conditions:

        Should Epocrates use a subcontractor for such services and this is permitted within this Agreement Epocrates will ensure that the same terms in respect of data protection requirements as apply to such a subcontractor in accordance with this Agreement.

        BMJ reserves the right upon giving reasonable notice and within normal business hours to inspect the Data Processor's systems in order to satisfy itself that the Data Processor is adhering to the terms of this Agreement.

Schedule 7—Support Specifications

        Referenced in Definition of "Support Specification"

        "Support Specification" referred to in Clause 7.1

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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For Epocrates Sales & Users

Exclusions to this SLA

1.1.  Overview

        Epocrates provides customer support from multiple support centers in the United States. All customers can contact Epocrates free of charge and Epocrates provides a toll free number for those customers eligible for telephone support. All support services (including support web pages, phone, email and Internet Chat) are provided in English. While Epocrates makes every effort to adhere to the SLA stated below, there is no penalty assessed on behalf of any customer for non-compliance.

1.1.1.  Premium Support

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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1.1.2.  Standard Support

For BMJ Sales & Users

Schedule 8—Epocrates Business Continuity Plan

        Referenced in Definition of "Epocrates Business Continuity Plan"

        "Epocrates Business Continuity Plan" referred to in Clauses 6.9 and 9.4

        The Epocrates infrastructure is built on industry-standard, highly fault-tolerant and scalable components, resulting in excellent performance, site availability and security.

Production Infrastructure

        Our infrastructure is architected to be highly reliable, and built upon robust, industry-standard components. Co-located at AT&T's facility in Redwood City, California, our production network is comprised of servers from both Dell and Hewlett-Packard, and runs Red Hat Linux Enterprise 3 in a pooled configuration. We use Oracle for our database management system running on an EMC Storage Area Network in a highly fault-tolerant configuration. Our infrastructure is built on network elements from Foundry, Cisco and Checkpoint Technologies and takes advantage of hot standby configurations where session state is preserved.

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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        The AT&T collocation facility has redundant network feeds, redundant power distribution units and redundant cooling units supporting our production systems. The facility is high secured and requires both picture ID and biometric scans for entry for authorized personnel only.

        All of our applications run in "pools" of servers behind Foundry load balancers. This configuration allows for seamless upgrading of code and content, a very high degree of redundancy and the ability to scale easily as required. Additionally, this type of configuration insulates customers from a single instance failure providing a high mean time between failures.

        The site is monitored on a 24 × 7 basis using standard SNMP monitoring tools and custom scripts. This combination provides a very comprehensive set of automated system and application checks. Staff is on-call on a 24 × 7 basis to react to any fault or performance management issues.

Production Server Backup Procedure

        Our servers and production data are backed up on a nightly basis and archived for a minimum of 3 years with user data archived indefinitely. Epocrates implements Veritas NetBackup Data Center and StorageTek (SUN) LTO2 tape library products as the core tools for backup. Automated backups are performed at the production facility and an additional copy of the data is sent to the corporate data warehouse. Backups of the data warehouse are sent to an offsite storage facility. The entire backup process (including file transfers and database exports) is automated and monitored on a daily basis.

        In conjunction with our Sarbanes Oxley compliance, all mission critical infrastructure vendors have SAS 70 verification on file with Epocrates.

Schedule 9—Sponsorship and Advertising Restrictions

        Referenced in Definitions of "Sponsorship and Advertising Restrictions" and "Support Specification".

        "Sponsorship and Advertising Restrictions" referred to in Clause 8.4

        Both Parties agree that advertising and sponsorship is permitted within the NewDx Products.

        The following minimum rules shall apply for such sponsorship and advertising, but either Party is permitted to establish more restrictive advertising and sponsorship guidelines for the NewDx Products for which it is the Site Owner. These rules may be modified by the Executive Committee:

Definitions:

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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Advertising Guidelines:

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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Sponsorship Guidelines:

Schedule 10—Exit Plan

        Referenced in Definition of "Exit Plan"

        "Exit Plan" referred to in Clauses 9.4, 11.9(b), 11.9(d), 11.10

1.     Definitions

1.1

In this Exit Plan the following definitions shall apply (in addition to definitions set out in Clause 1)

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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2.     Escrow.

(a)

Escrow Agreement.    The Parties shall enter into an escrow agreement with a mutually acceptable company experienced in providing software escrow services, and shall do so prior to the Launch Date of the BMJWebDxPremium Product. Epocrates will place in escrow the Epocrates Escrow Deposit as of the Launch Date within thirty (30) days after such Launch Date, subject to the following conditions:

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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(b)

License to Use Escrowed Materials.

Schedule 11 Change Process and Request Form

        "Schedule 11" referred to in Clauses 3.3 and 23.2

Form

                Ref:

TO:
FROM:

        To be completed in accordance with Clause 23.2 of this Agreement to form part of the Agreement when accepted by both Parties.

        Originated by BMJ/ Epocrates (delete as appropriate)

        Reason for proposed change

        Description of proposed change (attach specifications if appropriate)

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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        Cost of Change if any:

        Complete only when impact assessment is accepted for implementation:

Schedule 12—Dispute Resolution

        "Schedule 12" referred to in Clause 15.2

I.    MEDIATION

a.

Any dispute, controversy or claim arising out of or related to this agreement, or the interpretation, application, breach, termination or validity thereof, including any claim of inducement by fraud or otherwise, which claim would, but for this provision, be submitted to arbitration as provided below shall, before submission to arbitration, first be mediated through nonbinding mediation in accordance with the CEDR Mediation Procedure available at http://www.cedr.co.uk/library/documents/MMPA_9thEd.pdf except where that procedure conflicts with these provisions, in which case these provisions control. The mediation shall be conducted in London, England and shall be attended by a senior executive with authority to resolve the dispute from each Party.

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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b.

The mediator shall be neutral, independent, disinterested and shall be selected from a professional mediation firm recommended by CEDR.

c.

The Parties shall promptly confer in an effort to select a mediator by agreement. In the absence of such an agreement within 10 days of initiation of the mediation, the mediator shall be selected as follows: CEDR shall provide the Parties with a list of at least 10 names from the CEDR's lists. Each Party shall exercise challenges for cause, two peremptory challenges, and rank the remaining candidates within 5 working days of receiving the CEDR list. The Parties may together interview the three top-ranked candidates for no more than one hour each and, after the interviews, may each exercise one peremptory challenge. The mediator shall be the remaining candidate with the highest aggregate ranking.

d.

The mediator shall confer with the Parties to design procedures to conclude the mediation within no more than 45 days after initiation. Under no circumstances may the commencement of arbitration under Clause II below be delayed more than 45 days by the mediation process specified herein absent contrary agreement of the Parties.

e.

Each Party agrees not to use the period or pendency of the mediation to disadvantage the other Party procedurally or otherwise. No statements made by either side during the mediation may be used by the other or referred to during any subsequent proceedings.

f.

Each Party has the right to pursue provisional relief from any court, such as attachment, preliminary injunction, replevin, etc., to avoid irreparable harm, maintain the status quo, or preserve the subject matter of the arbitration, even though mediation has not been commenced or completed.

g.

The cost of the mediator and venue shall be shared equally between the Parties.

II.    ARBITRATION

a.

Any dispute, controversy or claim arising from or related in any way to this Agreement or the interpretation, application, breach, termination or validity thereof, including any claim of inducement of this Agreement by fraud or otherwise, will be submitted for resolution to arbitration pursuant to the rules then prevailing of the CPR Institute for Dispute Resolution for Non-Administered Arbitration (available at www.cpradr.org/arb-rules.htm), or successor ("CPR"), except where those rules conflict with these provisions, in which case these provisions control. The arbitration will be held in San Francisco, California.

b.

The panel shall consist of three arbitrators chosen from the CPR Panels of Distinguished Neutrals (or, by agreement, from another provider of arbitrators) each of whom is a lawyer with at least 15 years experience with a law firm or corporate law department of over 25 lawyers or who was a judge of a court of general jurisdiction. In the event the aggregate damages sought by the claimant are stated to be less than $5 million, and the aggregate damages sought by the counterclaimant are stated to be less than $5 million, and neither side seeks equitable relief, then a single arbitrator shall be chosen, having the same qualifications and experience specified above. Each arbitrator shall be neutral, independent, disinterested, impartial and shall abide by The CPR-Georgetown Commission Proposed Model Rule for the Lawyer as Neutral available at www.cpradr.org/cpr-george.html.

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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c.

The Parties agree to cooperate (1) to attempt to select the arbitrator(s) by agreement within 30 days of initiation of the arbitration, including jointly interviewing the final candidates, (2) to meet with the arbitrator(s) within 30 days of selection and (3) to agree at that meeting or before upon procedures for discovery and as to the conduct of the hearing which will result in the hearing being concluded within no more than six (6) months after selection of the arbitrator(s) and in the award being rendered within 60 days of the conclusion of the hearings, or of any post-hearing briefing, which briefing will be completed by both sides within 45 days after the conclusion of the hearings.

d.

In the event the Parties cannot agree upon selection of the arbitrator(s), the CPR will select arbitrator(s) as follows: CPR shall provide the Parties with a list of no less than 25 proposed arbitrators (15 if a single arbitrator is to be selected) having the credentials referenced above. Within 15 days of receiving such list, the Parties shall rank at least 65% of the proposed arbitrators on the initial CPR list, after exercising cause challenges. The Parties may then interview the five candidates (three if a single arbitrator is to be selected) with the highest combined rankings for no more than one hour each and, following the interviews, may exercise one peremptory challenge each. The panel will consist of the remaining three candidates (or one, if one arbitrator is to be selected) with the highest combined rankings. In the event these procedures fail to result in selection of the required number of arbitrators, CPR shall select the appropriate number of arbitrators from among the members of the various CPR Panels of Distinguished Neutrals, allowing each side challenges for cause and three peremptory challenges each.

e.

In the event the Parties cannot agree upon procedures for discovery and conduct of the hearing meeting the schedule set forth in paragraph c above, then the arbitrator(s) shall set dates for the hearing, any post-hearing briefing, and the issuance of the award in accord with the paragraph c schedule. The arbitrator(s) shall provide for discovery according to those time limits, giving recognition to the understanding of the Parties that they contemplate reasonable discovery, including document demands and depositions, but that such discovery be limited so that the paragraph c schedule may be met without difficulty. In no event will the arbitrator(s), absent agreement of the Parties, allow more than a total of ten days for the hearing or permit either side to obtain more than a total of 40 hours of deposition testimony from all witnesses, including both fact and expert witnesses, or serve more than 20 individual requests for documents, including subparts, or 20 individual requests for admission or interrogatories, including subparts. Multiple hearing days will be scheduled consecutively to the greatest extent possible.

f.

The arbitrator(s) must render their award by application of the substantive law of the jurisdiction specified in the Agreement and are not free to apply "amiable compositeur" or "natural justice and equity." The arbitrator(s) shall render a written opinion setting forth findings of fact and conclusions of law with the reasons therefore stated. A transcript of the evidence adduced at the hearing shall be made and shall, upon request, be made available to either Party. The arbitrator(s) shall have power to exclude evidence on grounds of hearsay, prejudice beyond its probative value, redundancy, or irrelevance and no award shall be overturned by reason of such ruling on evidence. To the extent possible, the arbitration hearings and award will be maintained in confidence.

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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g.

In the event the panel's award exceeds $5 million in monetary damages or includes or consists of equitable relief, or rejects a claim in excess of that amount or for that relief, then the losing Party may obtain review of the arbitrators' award or decision by a single appellate arbitrator (the "Appeal Arbitrator") selected from the CPR Panels of Distinguished Neutrals by agreement or, failing agreement within seven working days, pursuant to the selection procedures specified in paragraph d above. If CPR cannot provide such services, the Parties will together select another provider of arbitration services that can. No Appeal Arbitrator shall be selected unless he or she can commit to rendering a decision within forty-five days following oral argument as provided in this paragraph. Any such review must be initiated within thirty (30) days following the rendering of the award referenced in f above.

h.

The Appeal Arbitrator will make the same review of the arbitration panel's ruling and its bases that the U.S. Court of Appeals of the Circuit where the arbitration hearings are held would make of findings of fact and conclusions of law rendered by a district court after a bench trial and then modify, vacate or affirm the arbitration panel's award or decision accordingly, or remand to the panel for further proceedings. The Appeal Arbitrator will consider only the arbitration panel's findings of fact and conclusions of law, pertinent portions of the hearing transcript and evidentiary record as submitted by the Parties, opening and reply briefs of the Party pursuing the review, and the answering brief of the opposing Party, plus a total of no more than four (4) hours of oral argument evenly divided between the Parties. The Party seeking review must submit its opening brief and any reply brief within forty-five (45) and ninety (90) days, respectively, following the date of the award under review, whereas the opposing Party must submit its responsive brief within seventy-five (75) days of that date. Oral argument shall take place within five (5) months after the date of the award under review, and the Appeal Arbitrator shall render a decision within forty-five (45) days following oral argument. That decision will be final and not subject to further review, except pursuant to the Federal Arbitration Act.

i.

The Parties consent to the jurisdiction of the Federal District Court for the district in which the arbitration is held for the enforcement of these provisions and the entry of judgment on any award rendered hereunder (including after review by the Appeal Arbitrator where such an appeal is pursued). Should such court for any reason lack jurisdiction, any court with jurisdiction shall act in the same fashion.

j.

Each Party has the right before or, if the arbitrator(s) cannot hear the matter within an acceptable period, during the arbitration to seek and obtain from the appropriate court provisional remedies such as attachment, preliminary injunction, replevin, etc. to avoid irreparable harm, maintain the status quo, or preserve the subject matter of the arbitration.

k.

Each Party waives its right to trial of any issue by jury.

l.

Each Party waives any claim for attorneys' fees and costs and prejudgment interest from the other.

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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        As Witness and executed as a deed by the hands of the duly authorised representatives of the Parties hereto the day and year first above written

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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AMENDMENT
to
AGREEMENT for the NEWDX PROJECT

        This Amendment, effective as of December 7, 2007, amends the Agreement for the NewDx Project (the "Agreement") dated as of February 20, 2007, entered into by and between Epocrates, Inc., a Delaware corporation, with offices located at 1100 Park Place, Suite 300, San Mateo, California 94403 ("Epocrates") and BMJ Publishing Group Limited, a company incorporated under the laws of England and Wales, with offices located at BMA House, Tavistock Square, London, WC1H 9JR ("the BMJ").

IT IS HEREBY AGREED:

        In consideration of the mutual representations and covenants set forth below, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Epocrates and the BMJ agree to amend the Agreement as follows:

1.

The definition of MobileNewDx Product is amended in its entirety to read:

2.

Clauses 5.2 through 5.6 of the Agreement are hereby replaced in their entirety with the following:

5.2

Before the BMJ delivers a monograph to Epocrates for incorporation into the NewDx Products, the BMJ will ensure that the final version has been reviewed and approved by a senior editor who has verified that the monograph conforms to the NewDx Content Specifications, does not contain any material error and the XML for the monograph accurately loads and correctly appears in the NewDx Product preview site based on this site not having any technical errors or omissions. Upon completion of such review, the BMJ shall accept the monograph and notify Epocrates in writing of its acceptance.

5.3

On a periodic basis, to be agreed upon by the parties, the BMJ shall provide Epocrates with a report concerning the status of each monograph to be developed indicating whether the topic has been commissioned, and if commissioned, the status of the draft (e.g., received from author, returned to author for modification, undergoing peer review, being edited, under final review by senior editor, etc.) as well as an estimated acceptance date for the monograph.

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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3.

Clause 6.7 of the Agreement is to be replaced with the following:

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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4.

Clause 8.1 (b) of the Agreement is replaced with the following:

4.

Clause 8.5 shall have "which will be determined by the Executive Committee no later than 1^st July 2007" substituted with "which was determined by the Executive Committee no later than 1^st July 2008".

5.

Clause 11.2 of the Agreement is amended as follows:

"11.2

Either Party may terminate this Agreement on six (6) months written notice to the other Party at any time after 31st December 2010, if the terminating Party can demonstrate Commercial Failure. Both Parties will use all reasonable endeavours to on their part avoid a Commercial Failure. For the purposes of this Clause 11.2 Commercial Failure means:

(a)

in the case of BMJ invoking this clause, where in the 2010 or 2011 calendar years Epocrates has not accrued royalties, including the Web Traffic Fees, the MobileNewDx Product Royalties and the EpocWebDxPremium Product Royalties, for BMJ in the sum of [*] or more; or

(b)

in the case of Epocrates invoking this clause where (i) BMJ has not accrued BMJWebDxPremium Product Royalties for Epocrates in the sum of [*] or more in 2010 or [*] or more in 2011, or (ii) the Visitors per month, as defined in Schedule 5, Clause 2.2(i), is less than than [*] Visitors on average across 2010 or less than [*] Visitors on average across 2011"

6.

Appendix 2 to Schedule 2 of the Agreement is replaced with the attached Appendix 2 to Schedule 2.

7.

Schedule 4 of the Agreement is replaced with the attached Schedule 4.

8.

Clause 3 of Schedule 5 is amended by deleting "Clause 8 of this Schedule 5" in the middle of the paragraph with "Clause 6 of this Schedule 5."

9.

Clause 3.1 of Schedule 5 of the Agreement is amended so that all references to [*] therein are amended to state [*].

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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[10.

Clauses 3.2 and 3.5 of Schedule 5 shall be replaced with that set out in Schedule 5 hereto.]

11.

Clause 3.5 of Schedule 5 is amended by deleting "Clause 3.5 of this Schedule 5" with "Clause 3.1.3 of this Schedule 5."

12.

All capitalized terms used, but not defined, in this Amendment shall have the meanings attributed to such terms in the Agreement.

13.

Except as specifically modified by this Amendment, all terms and conditions of the Agreement shall remain in full force and effect.

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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        IN WITNESS WHEREOF, the Epocrates and the BMJ have caused this Amendment to be signed by their duly authorized representatives as of the date first set forth above.

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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Appendix 2 to Schedule 2
BMJ Processes (New Monographs)

(i)    Editorial Process for new Topics

[to be corrected to properly reflect when Epocrates is consulted]

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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SCHEDULE 4
Project Timetable

        Referenced in Definition of "Project Timetable"

        "Project Timetable" referred to in Clauses 3.5, 4.1, 4.2, 4.3, 5.1, 5.7, 6.1 and 11.8

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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AMENDMENT No 2
to
AGREEMENT for the NEWDX PROJECT

        This Amendment, effective as of 1 October 2009, amends the Agreement for the NewDx Project (the "Agreement") dated as of February 20, 2007 and thereafter as amended by Amendment No 1 dated December 7 2007 and is entered into by and between Epocrates, Inc., a Delaware corporation, with offices located at 1100 Park Place, Suite 300, San Mateo, California 94403 ("Epocrates") and BMJ Publishing Group Limited, a company incorporated under the laws of England and Wales, with offices located at BMA House, Tavistock Square, London, WC1H 9JR ("the BMJ").

IT IS HEREBY AGREED:

        In consideration of the mutual representations and covenants set forth below, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Epocrates and the BMJ agree to amend the Agreement as follows:

1.

Clause 6.7 is amended in its entirety to read:

2.

Clause 11.1 of the Agreement is hereby replaced in its entirety with the following:

24.2

"11.1    a) This Agreement shall commence on the Commencement Date and shall continue, unless terminated earlier by mutual agreement of the Parties, for an initial term ending at midnight on 31st December 2011 ("Initial Term"), subject to the BMJ not exercising its option as contained within Clause 11.1 (b) below and shall continue thereafter for further renewal periods of one calendar year unless terminated by either Party giving no less than six (6) months written notice to the other Party, such notice to expire at the end of the Initial Term, or the 31^st of March 2012 if the BMJ exercises its option in accordance with Clause 11.1 (b) or at the expiry of further year renewal periods, subject to any earlier termination in accordance with the provisions of this Clause 11 (the Term).

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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3

Section 3.1 of Schedule 5 of the Agreement is replaced in its entirety with the following:

"3.1

MobileNewDx Royalties

3.1.1

Subject to the additional terms in this section 3, Epocrates shall pay to the BMJ a royalty amount equal to [*] of the Actual License Fees received by or on behalf of Epocrates for the MobileNewDx Product during the Term.

3.1.2

If Epocrates includes the MobileNewDx Product as part of a discounted or promotional bundle with another Epocrates product or module, then the Actual License Fee received by Epocrates will be allocated between the components of the bundle using the methodology demonstrated by the following example ("the Methodology"):

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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        IN WITNESS WHEREOF, the Epocrates and the BMJ have caused this Amendment to be signed by their duly authorized representatives effective as of the date first set forth above.

[*] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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