Collaboration Agreement - E. I. duPont de Nemours & Co. and WebMD Inc.
COLLABORATION AGREEMENT
This Agreement is dated the 30th day of March 1999 (the "Effective
Date") and is made between E. I. duPont de Nemours and Company ("DuPont"), a
Delaware corporation, having its principal place of business at 1007 Market
Street, Wilmington, Delaware 19803, and WebMD, Inc. ("WebMD") a Georgia
corporation, having its principal place of business at 400 The Lenox Building,
3399 Peachtree Road NE, Atlanta, Georgia 30326.
WHEREAS:
A. DuPont and WebMD have entered into agreements dated 28th January 1999
pursuant to which DuPont has purchased 180,000 shares of Series C
Preferred stock of WebMD and has committed to purchase 10,000 physician
subscriptions to WebMD's Internet service; and
B. The parties now wish to maintain the existing agreements described
above and extend their relationship to include collaboration in the
areas of marketing, technology, competencies, healthcare industry
access, and revenue sharing all in the area of Life Sciences.
IT IS HEREBY AGREED AS FOLLOWS:
1. Web Site Content
1.1 DuPont shall be the exclusive provider of Life Sciences content to
WebMD, subject to the provisions herein, for a period of five years
from the date of this Agreement. For the purposes of this Agreement,
"Life Sciences" is defined as ethical and generic pharmaceuticals, over
the counter medicines, food, nutritional supplements and medical foods.
If WebMD wishes to make available to its users certain Life Sciences
content, and such content either is not available from DuPont or, in
the reasonable opinion of WebMD, is not of acceptable quality, then
WebMD will notify DuPont of the content WebMD wishes to obtain. If
DuPont is not able to commence provision of such content within sixty
(60) business days of such request, then WebMD shall be permitted to
present such content provided by a third party.
1.2 WebMD shall feature DuPont as the leading on-line provider of Life
Sciences content, product and services to doctors and consumers through
its content presentation on its own Internet site and on the co-branded
sites to be produced by WebMD through its agreements with CNN, MSN and
Lycos, and all network and digital channels arising out of future
transactions, to the extent permitted under it contracts with those
parties.
1.3 The parties agree that DuPont will initially concentrate on providing
Life Sciences content, products and services to WebMD customers on
WebMD's professional and consumer sites.
1.4 WebMD shall develop at its cost a pharmaceutical channel to provide
information to medical doctors on pharmaceutical products; sample
fulfillment; sales representation
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and communication; and the potential for pharmacy connectivity for
DuPont and its Life Science partners through WebMD's alliance
relationships. Further, WebMD will build a robust engine designed to
support detailing for the Life Science products of DuPont and its Life
Science Partners. WebMD will pay DuPont a retainer fee of $[*] to be
paid in monthly installments, for the period 1st May 1999 to 31st
December, 1999 to consult with WebMD on the design and functionality of
the system described in this Section. Such fee shall be invoiced
monthly and payable net 30 days from the date of such invoice.
1.5 WebMD and DuPont shall work to develop compatible Internet platforms in
order to integrate the DuPont web arena with the WebMD consumer and
physician sites.
1.6 WebMD shall facilitate a number of on-line Continuing Medical Education
(CME) courses around DuPont and its Life Sciences partners' content,
products and services.
1.7 WebMD and DuPont shall enter into further agreements providing for the
joint ownership of jointly developed technology to be produced through
the collaboration under this Agreement, including the technology
platforms to build and host mutually agreed upon on-line communities of
doctors, consumers and patients based on DuPont and its Life Sciences
partners' products and services.
1.8 The parties agree that the professional site will be free of commercial
advertising with the exception of the "Lounge" and "Library," whereas
the consumer site will include advertising, and promote e-commerce.
1.9 The professional site will offer a range of transaction-based services
for a fee to doctors, and the consumer site will include all elements
of e-commerce. The parties will share revenue generated by the
operations of this Agreement as outlined in Schedule 1 to this
Agreement.
1.10 It is agreed that all Life Sciences content relating to pharmaceuticals
regulated by the FDA shall comply with all relevant FDA regulations.
2. Third Party Relationships
2.1 To the extent permitted in its agreement with CNN dated January 28,
1999 (the "CNN Agreement"): i) WebMD shall, at its own cost, promote
the DuPont life sciences offering in [*]% of all 30-second commercials
to be run by WebMD on the CNN Networks under the CNN Agreement which
will include a pro-rata share of WebMD's advertising inventory in prime
time; and ii) WebMD shall arrange for DuPont, or any of its affiliates
whom it designates, to be named the sponsor in conjunction with WebMD
in [*]% of the total number of 30-second spots available under the CNN
Agreement airing on "Your Health." Production and run costs will be
borne by WebMD.
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
WITH RESPECT TO THE OMITTED PORTIONS.
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2.2 WebMD and Intel currently plan to establish a Solutions Center
Consortium in order to drive e-Commerce communications standards,
security standards etc. DuPont will be the exclusive Life Sciences
participant in the Consortium.
2.3 DuPont will plan and lead the creation of the pharmaceutical program
for WebMD, which is anticipated to include participation from selected
Life Science companies with significant leadership in selected human
health systems according to a plan to be developed by the parties
within 60 days. DuPont will use commercially reasonable efforts to
engage suitable partners who are representative of the best companies
in the pharmaceutical industry. WebMD agrees that DuPont and its Life
Science partners will be exclusive sponsors of segmented human health
systems, e.g. DuPont for the HIV/AIDS category, Merck for the
Hypertension category and Zeneca for the Oncology category. Web MD
agrees that it shall not enter into relationships with Life Science
companies other than through its relationship with DuPont for the sale
of advertising and sponsorships on its own website (webmd.com), and
will consult with DuPont for its input on the Life Science advertising
and sponsorships appearing on co-branded portal sites.
2.4 DuPont will use its best efforts to ensure that WebMD has timely access
to the content and resources of relevant DuPont businesses and DuPont's
Life Sciences partners.
3. Other Activities
3.1 WebMD and DuPont will develop and conduct live events centered around
DuPont Life Sciences products and services; involving opinion and
thought-leader forums as appropriate. In addition, WebMD will devote no
less than [*]% of its inventory of MSN and Lycos banner impressions
available under the agreements with MSN and Lycos, both dated March 5,
1999, to promote the relationship among WebMD, DuPont and their Life
Sciences partners.
3.2 DuPont and WebMD may enter into a separate alliance for the
international development and deployment of the WebMD strategy, and
DuPont will develop a plan for such global expansion.
4. Management of the Collaboration
4.1 To facilitate the anticipated scope and importance of the alliance
created by this Agreement, the parties will jointly establish teams to
execute the terms of this alliance, and these teams will be located to
facilitate communications, e.g., New York, Wilmington, Atlanta.
4.2 WebMD will reimburse the cost for DuPont to retain mutually agreeable
external or internal expertise in the area of audits and fraud
detection/management to ensure that all proper procedures and controls
are in place for this alliance. The scope and length of the engagements
will be mutually determined by the parties, and the cost thereof will
not exceed $[*] per annum. The engagement will include the testing of a
system to be developed by WebMD that is designed to distinguish usage
of the WebMD
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
WITH RESPECT TO THE OMITTED PORTIONS.
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professional Internet site under a physician subscriber's personal
username and password from usage by other authorized users of the
physician subscriber's account.
4.3 Recognizing the importance of maintaining the strength, market
presence, and integrity of DuPont's brand, WebMD will consult with
DuPont on removing or modifying any WebMD service or other offerings
which DuPont deems will dilute or adversely impact the DuPont brand.
4.4 WebMD, shall, at the request of DuPont, cause two persons designated by
DuPont or its assignee who are qualified to serve as directors, to be
included, with recommendation, among the nominees submitted for
election to WebMD's Board of Directors to WebMD's shareholders at the
next regularly scheduled shareholder's meeting following such request,
and at each regularly scheduled shareholders meeting thereafter as is
required to maintain the uninterrupted service on the WebMD Board of
DuPont's two designees until such request for board representation is
withdrawn, or until the Agreement expires or is terminated.
4.5 DuPont will pay WebMD $[*] for participation in WebMD's portal
relationships, including, but not limited to, Lycos, as a carriage fee
for its consumer content, to be paid as follows: i) For the first year
of the Agreement, $[*] payable ten months after the Effective Date; ii)
For the second year of the Agreement, $[*] payable ten months after the
first anniversary of the Effective Date; and iii) For the third year of
the Agreement, $[*] payable ten months after the second anniversary of
the Effective Date. DuPont will pay an additional $[*] if the aggregate
traffic on WebMD's consumer site and co-branded portal sites reaches an
average of [*] page views per month, over three calendar months, on or
before the eighteenth month after the Effective Date, to be paid
straight line over the remaining months of the three-year consumer
term; provided, however, that DuPont will have a minimum of twenty four
(24) months over which to pay the $[*], and the revenue splits
described in Note 4 of Schedule 1 shall extend at least until the end
of the twenty four(24) month period.
4.6 The parties will meet periodically (and at least once per quarter) to
discuss possible acquisitions, investment and other areas of
collaborative activity.
5. Intellectual Property Matters
5.1 Each party shall retain sole rights to any intellectual property
developed by that party independently of the collaboration pursuant to
this Agreement;
5.2 The parties shall jointly own any intellectual property which arises
out of the collaboration pursuant to this Agreement provided that if
one party specifies and funds particular R&D activities, such party
shall have sole rights to any intellectual property arising out of such
R&D activities. DuPont shall have sole rights to any format which may
be approved by the Food and Drug Administration for the promotion of
Life Sciences on the Internet.
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
WITH RESPECT TO THE OMITTED PORTIONS.
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5.3 To the extent legally permitted, WebMD will provide DuPont and the Life
Sciences partners a royalty-free, transferable, assignable license to
blinded, aggregated data on physicians and consumers gathered through
the operations of the collaboration.
6. Sponsorship of Physician Subscriptions
6.1 In order to eliminate conflict within the existing WebMD direct and
indirect sales force, DuPont shall sponsor WebMD memberships for a
total of 6,150,000 member months for physicians in the United States at
a price of $29.95 per month. The first [*] DuPont-sponsored member
months will commence in May 1999. The penetration schedule pertaining
to 1999 is attached hereto as Schedule 2. In the event that WebMD
offers memberships to a third party at a price of less than $29.95 per
month, it shall also extend any such lower price to DuPont for the
unexpired portion of DuPont's subscriptions hereunder. DuPont and WebMD
will meet quarterly to consider cancellation of physician subscriptions
which are not being actively used.
6.2 For the period 1st May, 1999 to 31st December, 1999, invoices for
subscription sponsorships shall be issued by WebMD on the last day of
each month for that month's active members and payable by DuPont net 30
days from the date of such invoice. All other revenue and expense items
for that period shall be invoiced quarterly in arrears payable net 30
days from the date of such invoices. The parties will meet no later
January, 2000 to determine mutually agreeable accounting cycles and
reporting.
6.3 User activity information will be tracked and reported quarterly by
WebMD to DuPont in a form reasonably satisfactory to DuPont. WebMD and
DuPont will work together to ensure a high level of subscriber
utilization.
6.4 For the training of physician subscribers, WebMD shall devote $[*] per
each physician who is enrolled as a new DuPont-sponsored subscriber of
WebMD hereunder.
6.5 Within 30 days after the Effective Date, the parties will jointly
develop a plan for the effective distribution and usage of WebMD
subscriptions among U.S. physicians. The plan will include, among other
elements, penetration goals for WebMD subscriptions on a quarterly
basis beginning after the calendar year 1999, and steps to be taken by
WebMD to promote active usage of the WebMD service by physician
subscribers. WebMD will pay DuPont $[*] per active user per month, and
DuPont will use those funds as incentives to the distribution force.
DuPont will use reasonable commercial efforts to distribute the
sponsored subscriptions according to the distribution plan developed
hereunder.
7. Warrant Agreement.
In partial consideration of DuPont's obligation to sponsor physician
subscriptions to the WebMD service hereunder, WebMD, by separate
warrant agreement ("the Warrant Agreement"), shall issue to DuPont a
warrant to purchase up to 4,000,000 shares of WebMD common stock,
Series D, at a purchase price of $20 per share. Such warrants
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
WITH RESPECT TO THE OMITTED PORTIONS.
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shall remain exercisable for a period of five years, and shall contain
commercially reasonable terms and conditions.
8. Proprietary Rights and Confidentiality.
8.1 Proprietary Information. "Proprietary Information" means any data or
information regarding (i) the business operations of a party which is
not generally known to the public and affords such party a competitive
advantage, including but not limited to, information regarding its
products and product development, suppliers, marketing strategies,
finance, operations, customers, sales, and internal performance
results; (ii) proprietary software, including but not limited to:
concepts, designs, documentation, reports, data, specifications, source
code, object code, flow charts, file record layouts, databases,
inventions and trade secrets, whether or not patentable or
copyrightable; and (iii) the terms and conditions of this Agreement.
8.2 Ownership and Protection. Each party agrees that it has no interest in
or right to use the Proprietary Information of the other except in
accordance with the terms of this Agreement. Each party acknowledges
that it may disclose Proprietary Information to the other in the
performance of this Agreement. The party receiving the Proprietary
Information shall (i) maintain it in strict confidence and take all
reasonable steps to prevent its disclosure to third parties, except to
the extent necessary to carry out the purposes of this Agreement, in
which case these confidentiality restrictions shall be imposed upon the
third parties to whom the disclosures are made; (ii) use at least the
same degree of care as it uses in maintaining the secrecy of its own
Proprietary Information (but no less than a reasonable degree of care);
and (iii) prevent the removal of any proprietary, confidential or
copyright notices placed on the Proprietary Information.
8.3 Limitation. Neither party shall have any obligation concerning any
portion of the Proprietary Information of the other which (i) is
publicly known prior to or after disclosure hereunder other than
through acts or omissions attributable to the recipient or its
employees or representatives; (ii) as demonstrated by prior written
records, is already known to the recipient at the time of disclosure
hereunder; (iii) is disclosed in good faith to the recipient by a third
party having a lawful right to do so; or (iv) is the subject of written
consent of the party which supplied such information authorizing
disclosure; or (v) is required to be disclosed by the receiving party
by applicable law or legal process, provided that the receiving party
shall immediately notify the other party so that it can take steps to
prevent its disclosure.
8.4 Remedies for Breach. In the event of a breach of this Section 8, the
parties agree that the non-breaching party may suffer irreparable harm
and the total amount of monetary damages for any injury to the
non-breaching party may be impossible to calculate and would therefore
be an inadequate remedy. Accordingly, the parties agree that the
non-breaching party may be entitled to temporary, preliminary and
permanent injunctive relief against the breaching party, its officers
or employees, in addition to such other rights and remedies to which it
may be entitled at law or in equity.
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9. Termination; Dispute Resolution.
9.1 Term. This Agreement shall commence on the Effective Date and shall
continue in full force and effect for a period of five (5) years
("Initial Term") subject to the provisions hereof, unless earlier
terminated as provided for below. At or about the eighteenth month
after the Effective Date, the parties shall negotiate in good faith the
terms of renewing the Agreement, including those revenue splits
provisions herein which, as noted in Note 4 of the Schedule 1 hereto,
expire at the third anniversary of the Effective Date, except as noted
in Section 4.5.
9.2 Early Termination. Either party may terminate this Agreement
immediately by notice to the other party upon the occurrence of any of
the following events of default by the other party:
(a) The other party fails to observe, perform or fulfill any of
its obligations or warranties (other than confidentiality
obligations) under the Agreement and fails to cure such
default within ninety (90) days after the non-defaulting party
gives written notice of such failure;
(b) The other party fails to observe, perform or fulfill any
confidentiality obligation imposed hereunder and fails to cure
such default within ten (10) days after the non-defaulting
party gives notice of such failure; or
(c) The other party's business is liquidated, dissolved or
suspended.
(d) The other party's adverse change in financial condition that
materially impairs its ability to perform its obligations
under this Agreement.
9.3 Survival. The provisions of the Agreement, which by their nature are
intended to survive termination or expiration of this Agreement, shall
survive expiration or termination of this Agreement.
9.4 Dispute Resolution. In the event of a dispute between the parties and
for which dispute the parties are unable to reach a mutually agreeable
resolution, the dispute shall be submitted to arbitration under the
commercial arbitration rules of the American Arbitration Association
then in effect. There shall be one arbitrator mutually agreed to by
both parties; such arbitrator shall have experience in the area of
controversy. After the hearing, the arbitrator shall decide the
controversy and render a written decision setting forth the issues
adjudicated, the resolution thereof, and the reasons for the award. The
award of the arbitrator shall be conclusive. Payment of the expenses of
arbitration, including the fee of the arbitrator, shall be assessed by
the arbitrator based on the extent to which each party prevails.
10. Miscellaneous Provisions.
10.1 Independent Contractors. It is expressly agreed that WebMD and DuPont
are acting
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under this Agreement as independent contractors, and the relationship
established under this Agreement shall not be construed as a
partnership, joint venture or other form of joint enterprise. Neither
party is authorized to make any representations or create any
obligation or liability, expressed or implied, on behalf of the other
party, except as may be expressly provided for in this Agreement.
10.2 Comparable Terms. The fees charged DuPont Customers by WebMD for WebMD
Services and any non-price terms imposed shall not at any time be less
favorable than any price or non-price terms offered by WebMD to
customers of any third party which market the WebMD Services in
comparable volumes. In the event that WebMD offers any third party
distributor of the WebMD Services more favorable price or non-price
terms than those offered hereunder to DuPont, the WebMD shall so notify
DuPont, and the more favorable terms shall be immediately extended to
DuPont.
10.3 Access to Books and Records. The parties shall keep complete, accurate
and up-to-date books and records in accordance with generally accepted
accounting principles and sound business practices covering all
transactions relating to this Agreement. Either party and/or its
authorized representatives shall upon reasonable notice have the right
(not more than once annually) to inspect, audit, and/or copy such
records in order to determine whether all provisions of this Agreement
have been met. The parties agree that all information and records
obtained in such audit shall be considered Proprietary Information.
This right to audit shall be available to either party for up to two
(2) years following the termination of this Agreement.
10.4 Headings. The headings of the paragraphs of this Agreement are for
convenience only and shall not be a part of or affect the meaning or
interpretation of this Agreement.
10.5 Exhibits. This Agreement incorporates the attached Exhibits and any
subsequent Exhibits or schedules referencing this Agreement.
10.6 Assignment. This Agreement and any interest hereunder shall inure to
the benefit of and be binding upon the parties and their respective
successors, legal representatives and permitted assigns. Upon prior
notice to the other party, either party may assign this Agreement (i)
to any legal entity in connection with the merger or consolidation of
the assigning Party into such entity or the sale of all or
substantially all of the assets of the assigning Party to such entity;
or (ii) to any direct or indirect subsidiary of the assigning party in
connection with any corporate reorganization. Except as stated in the
previous sentence, neither party may assign or delegate this Agreement
without the other party's prior written consent, which consent shall
not be unreasonably withheld. Any attempt to assign, delegate or
otherwise transfer the Agreement in violation of this Section 10 is
voidable by the other party.
10.7 Notices. All notices, requests, demands and other communications
(collectively, "Notices") required or permitted by this Agreement shall
be in writing and shall be delivered by hand, telex, telegraph,
facsimile or like method of transmission or mailed
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by registered or certified mail, return receipt requested, first class
postage prepaid, addressed as follows:
If to DuPont:
Business Director, Nutritional Science
DuPont Nutrition and Health
P. O. Box 80038
Wilmington, DE 19880-0038
Fax: (302) 774-5383
All payments to DuPont shall be mailed to:
Chase Manhattan Bank
4 Chase Metrotech Center
Brooklyn, NY 11245
Account #910-1-01-2723
If to WebMD:
WebMD, Inc.
400 The Lenox Building
3399 Peachtree Road, NE
Atlanta, Georgia 30326
Attn: General Counsel
Fax: (404) 479-7603
If delivered by hand, telex, telegraph, facsimile or like method of
transmission, the date on which a Notice is actually delivered shall be
deemed the date of receipt and if delivered by mail, the date on which
a Notice is actually received shall be deemed the date of receipt.
Either party may change the address or designated person for receiving
Notices by providing notice in accordance with this Section 10.7.
10.8 Severability. If any term of this Agreement is held as invalid or
unenforceable, the remainder of this Agreement shall not be affected,
and each term and provision shall be valid and enforced to the fullest
extent permitted by law.
10.9 Entire Agreement/Amendments. This Agreement, the Warrant Agreement and
the Investment Agreement executed on the Effective Date hereof,
including all exhibits attached hereto, contains the entire agreement
between the parties and supersedes all prior and contemporaneous
proposals, discussions and writings by and between the parties and
relating to the subject matter hereof. None of the terms of this
Agreement shall be deemed to be waived by either party or amended or
supplemented unless such waiver, amendment or supplement is written and
signed by both parties. The invalidity or unenforceability of any
particular provision of this agreement, as determined by any
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court of competent jurisdiction or any appropriate legislature, shall
not affect the other provisions hereof, and this Agreement shall be
construed in all respects as if such invalid or unenforceable provision
had been omitted. No usage of trade or industry course of dealing shall
be relevant to explain or supplement any term expressed in this
Agreement.
10.10 Except as expressly provided herein, each party shall bear its own
costs incurred in performing under this Agreement. Without limiting the
generality of the foregoing sentence, WebMD represents and warrants to
DuPont, and DuPont represents and warrants to WebMD that no broker,
finder, investment banker or other party is entitled to any brokerage,
finder's or other fee or commission in connection with the transactions
contemplated by this Agreement.
10.11 This Agreement is subject to the execution and delivery of the
Investment Agreement and Warrant Agreement on or before March 31, 1999.
10.12 Governing Law. This Agreement shall be governed by and construed under
the laws of the State of Delaware, without regard to its principles of
conflict of law.
IN WITNESS WHEREOF, WebMD and DuPont, intending to be legally bound by
the terms of this Agreement, have caused this Agreement to be executed by their
duly authorized representatives.
E. I. duPont de Nemours and Company WebMD, Inc.
By: /s/ By: /s/
--------------------------------- ---------------------------------
Name: Name:
------------------------------- -------------------------------
Title: Title:
------------------------------- -------------------------------
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Schedule 1
DuPont's Share of Revenues
<TABLE>
<CAPTION>
CONSUMER PROFESSIONAL
-------- ------------
<S> <C> <C> <C>
1. Advertising/Sponsorship [*]% [*]% until DuPont
recovers its out of
pocket subscription fees
less payments form Life
Science partners; [*]%
thereafter
2. Carriage Fees [*]% [*]% Lounge and Library only
3. Upsales on Services N/A [*]% on net revenue
4. e-Commerce
a. bought through WebMD [*]% of net [*]% of net proceeds
proceeds
b. bought through DuPont [*]% of net [*]% of net proceeds
proceeds
c. E*Trade payments to WebMD [*]% of net [*]% of net proceeds
based on commissions on revenue
deposit accounts and
securities trading commissions
(the carriage fees element of
the E*Trade relationship are
covered in #2 above)
</TABLE>
Notes
1. Revenue splits of advertising/sponsorship receipts shall be net of all
direct third party vendor costs (e.g., DoubleClick commissions).
2. Revenues derived from portal agreement (e.g., CNN, Lycos, MSN) are
applied [*]% to DuPont and [*]% to WebMD for the carriage fees paid
until WebMD recovers the portal fees paid, and are then applied as
shown above.
3. Revenue splits of e-commerce receipts shall be net of discounts, bad
debts, returns and direct costs such as advertising, sales, product
costs, distribution and other costs.
[*] CERTAIN INFORMATION IN THIS EXHIBIT 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. Consumer split is for 3 years on e-commerce, and non-pharmaceutical
advertising, sponsorship and carriage, and 5 years on pharmaceutical
advertising, sponsorship and carriage; professional split is for 5
years except as otherwise noted in 4.5 of this Agreement.
5. WebMD and DuPont will negotiate in good faith for amendments to the
professional revenue split described above to accommodate proposals by
third parties to sponsor additional physician subscribers to WebMD.
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