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Collaboration Agreement - E. I. duPont de Nemours & Co. and WebMD Inc.

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                             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.

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.


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

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

<PAGE>   2

         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

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.


<PAGE>   3

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 (, 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


<PAGE>   4

         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.


<PAGE>   5

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

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

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

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


<PAGE>   6

         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.

<PAGE>   7

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

         (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

<PAGE>   8

         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

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

<PAGE>   9

         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

<PAGE>   10

         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

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:
     -------------------------------            -------------------------------

<PAGE>   11

                                   Schedule 1

                           DuPont's Share of Revenues

                                                    CONSUMER              PROFESSIONAL
                                                    --------              ------------
<S>  <C>                                           <C>                    <C>
1.   Advertising/Sponsorship                           [*]%               [*]% until DuPont
                                                                          recovers its out of
                                                                          pocket subscription fees
                                                                          less payments form Life
                                                                          Science partners; [*]%

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
     b.  bought through DuPont                     [*]% of net            [*]% of net 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)


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.


<PAGE>   12

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.