-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WwEhGY+6EuXticNJOPsFqpcn0UARDLWB9jg7Ezd1ZbW+2j+u8nmnvVtkh/aejj+x HSITKxss1Pkng9d7QSsvtg== 0000950130-00-000433.txt : 20040601 0000950130-00-000433.hdr.sgml : 20040531 20000204154000 ACCESSION NUMBER: 0000950130-00-000433 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000204 DATE AS OF CHANGE: 20000627 GROUP MEMBERS: AHN/FIT CABLE LLC GROUP MEMBERS: AHN/FIT INTERNET, LLC GROUP MEMBERS: FOX BROADCASTING COMPANY GROUP MEMBERS: FOX ENTERTAINMENT GROUP, INC GROUP MEMBERS: K. RUPERT MURDOCH GROUP MEMBERS: NEWS AMERICA INC GROUP MEMBERS: THE NEWS CORPORATION LIMITED FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEWS AMERICA INC CENTRAL INDEX KEY: 0001054263 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 MAIL ADDRESS: STREET 1: 1013 CENTRE RD CITY: WILMINGTON STATE: DE ZIP: 19805 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHEON CORP CENTRAL INDEX KEY: 0001009575 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 943236644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-57697 FILM NUMBER: 00524195 BUSINESS ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 BUSINESS PHONE: 4088765000 MAIL ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHEON CORP DATE OF NAME CHANGE: 19980729 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHSCAPE CORP DATE OF NAME CHANGE: 19970404 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)/1/ HEALTHEON/WEBMD CORPORATION ------------------------------------------- (Name of Issuer) Common Stock, $.0001 par value ------------------------------- (Title of Class of Securities) 422209106 --------- (CUSIP Number) Arthur M. Siskind, Esq. The News Corporation Limited c/o News America Incorporated 1211 Avenue of the Americas New York, New York 10036 (212) 852-7000 -------------- with copies to: Joel I. Papernik, Esq. Squadron, Ellenoff, Plesent & Sheinfeld, LLP 551 Fifth Avenue New York, New York 10176 (212) 661-6500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 26, 2000 -------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box []. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) /1/The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). - -------------------------------------------------------------------------------- 1 Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons The News Corporation Limited - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group [] (a) (b) [] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds WC, OO - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization South Australia, Australia - -------------------------------------------------------------------------------- Number of Shares 7 Sole Voting Power Beneficially 23,282,645/1/ Owned by ----------------------------------------------------------- Each Reporting 8 Shared Voting Power Person with -0- ----------------------------------------------------------- 9 Sole Dispositive Power 23,282,645/1/ ----------------------------------------------------------- 10 Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 23,282,645/1/ - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 13.1%/2/ - -------------------------------------------------------------------------------- 14 Type of Reporting Person CO - -------------------------------------------------------------------------------- - -------------------------- /1/ Consists of 2,000,000 shares of Common Stock, par value $.0001 per share ("Common Stock"), of Healtheon/WebMD Corporation ("Healtheon/WebMD") issued pursuant to the Purchase Agreement (as hereinafter defined) and 21,282,645 shares of Common Stock into which 155,951 shares of Series A Payment-in-Kind Preferred Stock, par value $.0001 per share ("Series A Preferred Stock") issued pursuant to the Purchase Agreement are convertible. /2/ Calculated based on (i) 154,882,926 shares of Common Stock outstanding on January 26, 2000, (ii) 2,000,000 shares of Common Stock issued pursuant to the Purchase Agreement; and (iii) 21,282,645 shares of Common Stock deemed to be outstanding into which 155,951 shares of Series A Preferred Stock issued pursuant to the Purchase Agreement are convertible. -2- - -------------------------------------------------------------------------------- 1 Name of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above Persons News America Incorporated/13-3249610 - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group 2 [] (a) (b) [] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds WC, OO - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware, U.S.A. - -------------------------------------------------------------------------------- Number of 7 Sole Voting Power Shares 23,282,645/1/ Beneficially -------------------------------------------------- Owned by Each 8 Shared Voting Power Reporting -0- Person with -------------------------------------------------- 9 Sole Dispositive Power 23,282,645/1/ -------------------------------------------------- 10 Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 23,282,645/1/ - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 13.1%/2/ - -------------------------------------------------------------------------------- 14 Type of Reporting Person CO - -------------------------------------------------------------------------------- /1/ Consists of 2,000,000 shares of Common Stock issued pursuant to the Purchase Agreement and 21,282,645 shares of Common Stock into which 155,951 shares of Series A Preferred Stock issued pursuant to the Purchase Agreement are convertible. /2/ Calculated based on (i) 154,882,926 shares of Common Stock outstanding on January 26, 2000, (ii) 2,000,000 shares of Common Stock issued pursuant to the Purchase Agreement; and (iii) 21,282,645 shares of Common Stock deemed to be outstanding into which 155,951 shares of Series A Preferred Stock issued pursuant to the Purchase Agreement are convertible. -3- - -------------------------------------------------------------------------------- 1 Name of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above Persons K. Rupert Murdoch - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group [] (a) (b) [] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds OO - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of 7 Sole Voting Power Shares 23,282,645/1/ Beneficially -------------------------------------------------- Owned by Each 8 Shared Voting Power Reporting -0- Person with -------------------------------------------------- 9 Sole Dispositive Power 23,282,645/1/ -------------------------------------------------- 10 Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 23,282,645/1/ - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 13.1%/2/ - -------------------------------------------------------------------------------- 14 Type of Reporting Person IN - -------------------------------------------------------------------------------- /1/ Consists of 2,000,000 shares of Common Stock issued pursuant to the Purchase Agreement and 21,282,645 shares of Common Stock into which 155,951 shares of Series A Preferred Stock issued pursuant to the Purchase Agreement are convertible. /2/ Calculated based on (i) 154,882,926 shares of Common Stock outstanding on January 26, 2000, (ii) 2,000,000 shares of Common Stock issued pursuant to the Purchase Agreement; and (iii) 21,282,645 shares of Common Stock deemed to be outstanding into which 155,951 shares of Series A Preferred Stock issued pursuant to the Purchase Agreement are convertible -4- - -------------------------------------------------------------------------------- 1 Name of Reporting Persons/I.R.S. Identification Nos. of Above Persons Fox Entertainment Group, Inc. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [] (b) [] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds OO - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware, U.S.A. - -------------------------------------------------------------------------------- Number of 7 Sole Voting Power Shares 13,899,477/1/ Beneficially -------------------------------------------------- Owned by Each 8 Shared Voting Power Reporting -0- Person with -------------------------------------------------- 9 Sole Dispositive Power 13,899,477/1/ -------------------------------------------------- 10 Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 13,899,477/1/ - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 7.8%/2/ - -------------------------------------------------------------------------------- 14 Type of Reporting Person CO - -------------------------------------------------------------------------------- /1/ Consists of 13,899,477 shares of Common Stock into which 101,850 shares of Series A Preferred Stock issued pursuant to the Purchase Agreement are convertible. /2/ Calculated based on (i) 154,882,926 shares of Common Stock outstanding on January 26, 2000, (ii) 2,000,000 shares of Common Stock issued pursuant to the Purchase Agreement; and (iii) 21,282,645 shares of Common Stock deemed to be outstanding into which 155,951 shares of Series A Preferred Stock issued pursuant to the Purchase Agreement are convertible. -5- - -------------------------------------------------------------------------------- 1 Name of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above Persons Fox Broadcasting Company - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [] (b) [] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds OO - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware, U.S.A. - -------------------------------------------------------------------------------- Number of 7 Sole Voting Power Shares 9,844,269/1/ Beneficially -------------------------------------------------- Owned by Each 8 Shared Voting Power Reporting -0- Person with ------------------------------------------------- 9 Sole Dispositive Power 9,844,269/1/ ------------------------------------------------- 10 Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 9,844,269/1/ - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 5.5%2 - -------------------------------------------------------------------------------- 14 Type of Reporting Person CO - -------------------------------------------------------------------------------- /1/ Consists of 9,844,26 shares of Common Stock into which 72,135 shares of Series A Preferred Stock issued pursuant to the Purchase Agreement are convertible. /2/ Calculated based on (i) 154,882,926 shares of Common Stock outstanding on January 26, 2000, (ii) 2,000,000 shares of Common Stock issued pursuant to the Purchase Agreement; and (iii) 21,282,645 shares of Common Stock deemed to be outstanding into which 155,951 shares of Series A Preferred Stock issued pursuant to the Purchase Agreement are convertible. -6- - -------------------------------------------------------------------------------- 1 Name of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above Persons AHN/FIT Cable, LLC - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [] (b) [] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds OO - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware, U.S.A. - -------------------------------------------------------------------------------- Number of 7 Sole Voting Power Shares 3,892,945/1/ Beneficially ------------------------------------------------- Owned by Each 8 Shared Voting Power Reporting -0- Person with ------------------------------------------------- 9 Sole Dispositive Power 3,892,945/1/ ------------------------------------------------- 10 Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,892,945/1/ - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 2.2%/2/ - -------------------------------------------------------------------------------- 14 Type of Reporting Person OO - -------------------------------------------------------------------------------- /1/ Consists of 3,892,94 shares of Common Stock into which 28,526 shares of Series A Preferred Stock issued pursuant to the Purchase Agreement are convertible. /2/ Calculated based on (i) 154,882,926 shares of Common Stock outstanding on January 26, 2000, (ii) 2,000,000 shares of Common Stock issued pursuant to the Purchase Agreement; and (iii) 21,282,645 shares of Common Stock deemed to be outstanding into which 155,951 shares of Series A Preferred Stock issued pursuant to the Purchase Agreement are convertible. -7- - -------------------------------------------------------------------------------- 1 Name of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above Persons AHN/FIT Internet, LLC - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [] (b) [] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds OO - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware, U.S.A. - -------------------------------------------------------------------------------- Number of 7 Sole Voting Power Shares 162,263/1/ Beneficially ------------------------------------------------- Owned by Each 8 Shared Voting Power Reporting -0- Person with ------------------------------------------------- 9 Sole Dispositive Power 162,263/1/ ------------------------------------------------- 10 Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 162,2631 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 0.1%/2/ - -------------------------------------------------------------------------------- 14 Type of Reporting Person OO - -------------------------------------------------------------------------------- /1/ Consists of 162,263 shares of Common Stock into which 1,189 shares of Series A Preferred Stock issued pursuant to the Purchase Agreement are convertible. /2/ Calculated based on (i) 154,882,926 shares of Common Stock outstanding on January 26, 2000, (ii) 2,000,000 shares of Common Stock issued pursuant to the Purchase Agreement; and (iii) 21,282,645 shares of Common Stock deemed to be outstanding into which 155,951 shares of Series A Preferred Stock issued pursuant to the Purchase Agreement are convertible. -8- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Pursuant to Section 13(d) of the Securities Exchange Act of 1934 in respect of HEALTHEON/WEBMD CORPORATION Introductory Statement ---------------------- On January 26, 2000, The News Corporation Limited ("News Corporation"), News America Incorporated ("NAI"), Fox Entertainment Group, Inc. ("FEG"), Fox Broadcasting Company ("FBC"), AHN/FIT Cable, LLC ("AHN/FIT Cable"), AHN/FIT Internet, LLC ("AHN/FIT Internet") and Eastrise Profits Limited ("Eastrise") consummated a transaction with Healtheon/WebMD Corporation ("Healtheon/WebMD") and two of its wholly-owned subsidiaries, Healtheon/WebMD Cable Corporation and Healtheon/WebMD Internet Corporation, in which NAI purchased 2,000,000 shares of Common Stock, par value $.0001 per share ("Common Stock"), of Healtheon/WebMD, and certain of them purchased an aggregate of 155,951 shares of Series A Payment-in-Kind Preferred Stock, par value $.0001 per share ("Series A Preferred Stock"). The Series A Preferred Stock is entitled to quarterly dividends, payable in additional shares of Series A Preferred Stock, at an annual rate of 10.5% and will automatically convert into shares of Common Stock on January 26, 2003, or earlier upon the occurrence of certain events. The powers, designations, preferences and rights of the Series A Preferred Stock are set forth in the Certificate of Designations of Healtheon/WebMD (the "Series A Certificate of Designations") filed with the Secretary of State of the State of Delaware on January 25, 2000. After giving effect to the payment of in-kind dividends on the 155,951 shares of Series A Preferred Stock issued pursuant to the Purchase Agreement, the 155,951 shares of Series A Preferred Stock will convert into an aggregate of 21,282,645 shares of -9- Common Stock, subject to adjustment under certain circumstances. Each share of Series A Preferred Stock is entitled to vote with the Common Stock on an "as converted" basis from the date of issuance (i.e., each share of Series A Preferred Stock initially carries approximately 136.5 votes). By virtue of the fact that each share of Series A Preferred Stock is entitled to vote with the Common Stock on an "as converted" basis, the Reporting Persons (as hereinafter defined) are deemed to be the beneficial owners of the shares of Common Stock into which the shares of Series A Preferred Stock held by them are convertible and such shares of Common Stock are deemed to be outstanding for purposes hereof. The subject transaction took place pursuant to the Purchase Agreement dated January 26, 2000 (the "Purchase Agreement"), by and among Healtheon/WebMD and its wholly owned subsidiaries, Healtheon/WebMD Cable Corporation and Healtheon/WebMD Internet Corporation, News Corporation, NAI, FEG, FBC, AHN/FIT Cable, AHN/FIT Internet and Eastrise. Immediately following the consummation of the transactions under the Purchase Agreement, Eastrise transferred to NAI all of the shares of Series A Preferred Stock acquired by it. The descriptions of, and reference to, certain agreements and documents are qualified in their entirety by reference to the complete texts of such agreements and documents filed as Exhibits hereto and incorporated herein by reference. Item 1. Security and Issuer. ------------------- The title of the class of equity securities to which this statement relates is the Common Stock of Healtheon/WebMD. The address of the principal executive offices of Healtheon/WebMD is 400 The Lenox Building, 3399 Peachtree Road, Atlanta, Georgia 30326. -10- Item 2. Identity and Background. ----------------------- This statement is being filed by (i) News Corporation, a South Australia, Australia corporation, with its principal executive office located at 2 Holt Street, Sydney, New South Wales 2010, Australia, (ii) K. Rupert Murdoch, a United States citizen, with his business address at 1211 Avenue of the Americas, New York, New York, 10036, (iii) NAI, a Delaware corporation, with its principal executive office located at 1211 Avenue of the Americas, New York, New York, 10036, (iv) FEG, a Delaware corporation, with its principal executive office located at 1211 Avenue of the Americas, New York, New York 10036, (v) FBC, a Delaware corporation, with an address at 10201 West Pico Boulevard, Los Angeles, California 90035, (vi) AHN/FIT Cable, a limited liability company organized under the laws of the state of Delaware, with an address at 1440 S. Sepulveda Blvd., Los Angeles, California 90025, and (vii) AHN/FIT Internet, a limited liability company organized under the laws of the state of Delaware, with an address at 1440 S. Sepulveda Blvd., Los Angeles, California 90025. News Corporation, K. Rupert Murdoch, NAI, FEG, FBC, AHN/FIT Cable, and AHN/FIT Internet are referred to herein collectively as the "Reporting Persons." With respect to each Reporting Person who is a natural person and each director and executive officer of each Reporting Person, such person's name, residence or business address, principal occupation or employment and the name, principal business, and address of any corporation or other organization in which such employment is conducted are set forth in Schedule 1 attached hereto, which is incorporated herein by reference. To the knowledge of the Reporting Persons, each of the persons named on Schedule 1 (the "Schedule 1 Persons") is a United States citizen unless otherwise indicated. News Corporation is a diversified global media company with operations in the United States, Canada, the United Kingdom, Australia, Latin America and the Pacific basin -11- principally engaged in the production and distribution of motion pictures and television programming; television, satellite and cable broadcasting; the publication of newspapers, magazines and books; the production and distribution of promotional and advertising products and services; the development of digital broadcasting; the development of conditional access and subscriber management systems; and the creation and distribution of various popular online services. Approximately 30% of the voting stock of News Corporation is owned by (i) Mr. Murdoch and members of his family, (ii) (A) Cruden Investments Pty. Limited ("Cruden"), which is a private Australian investment company owned by Mr. Murdoch, members of his family and various corporations and trusts, the beneficiaries of which include Mr. Murdoch, members of his family and charities, and (B) a subsidiary of Cruden; and (iii) a corporation which is controlled by trustees of settlements and trusts set up for the benefit of the Murdoch family, certain charities and other persons. By virtue of the shares of News Corporation owned by such persons and entities, and Mr. Murdoch's positions as Chairman and Chief Executive of News Corporation, Mr. Murdoch may be deemed to control the operations of News Corporation. NAI is a company 100% owned by News Corporation through certain intermediaries. NAI is the principal subsidiary of News Corporation in the United States whose affiliates and subsidiaries conduct a substantial portion of the United States activities of News Corporation. FEG is a diversified entertainment company principally engaged in the development, production and worldwide distribution of feature films and television programming, television broadcasting and cable network programming. NAI indirectly owns securities representing 82.8% of the equity and 97.8% of the voting power of FEG. FBC, a wholly-owned subsidiary of FEG, operates the FOX television network. -12- AHN/FIT Cable is a holding company whose principal assets consist of 28,526 shares of Series A Preferred Stock and a 50% member interest in The Health Network LLC, a Delaware limited liability company, which owns and operates The Health Network television service. The other 50% member interest in The Health Network LLC is held by the Healtheon/WebMD Cable Corporation, a wholly-owned subsidiary of Healtheon/WebMD. FEG is the holder of a 50% membership interest in AHN/FIT Cable and is its managing member. The other 50% membership interest in AHN/FIT Cable is held by AHN Holdings, LLC, a Delaware limited liability company ("AHN Holdings") which the Reporting Persons do not control. AHN/FIT Internet is a holding company whose principal assets consist of 1,189 shares of Series A Preferred Stock and a 50% member interest in The H/W Health & Fitness LLC, a Delaware limited liability company, which owns and operates an Internet business at the URL site www.thehealthnetwork.com. The other 50% member interest in The H/W Health & Fitness LLC is held by the Healtheon/WebMD Internet Corporation, a wholly-owned subsidiary of Healtheon/WebMD. FEG is the holder of a 50% membership interest in AHN/FIT Internet and is its managing member. The other 50% membership interest in AHN/FIT Internet is held by AHN Holdings. During the last five years, none of the Reporting Persons or, to the best of the knowledge of the Reporting Persons, none of the Schedule 1 Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. -13- Item 3. Source or Amount of Funds or Other Consideration. ------------------------------------------------ Healtheon/WebMD, its wholly-owned subsidiaries Healtheon/WebMD Cable Corporation and Healtheon/WebMD Internet Corporation, News Corporation, NAI, FEG, FBC, Eastrise, AHN/FIT Cable and AHN/FIT Internet entered into the Purchase Agreement pursuant to which NAI acquired 2,000,000 shares of Common Stock and FBC, AHN/FIT Cable, AHN/FIT Internet and Eastrise acquired an aggregate of 155,951 shares of Series A Preferred Stock (the "Preferred Shares," and together with the shares of Common Stock, the "Shares"). The consideration for the purchase of the Shares consisted of the payment of $100,000,000 cash, which was paid out of the working capital of NAI, the transfer by AHN/FIT Cable of a 50% member interest in The Health Network LLC, the transfer by AHN/FIT Internet of a 50% member interest in H/W Health & Fitness LLC, and the execution and delivery of various agreements pursuant to which certain of the Reporting Persons agreed to procure or provide media services such as advertising and promotion, management services, and intellectual property licenses to certain content owned by News Corporation, its subsidiaries and affiliates. Immediately following the consummation of the transaction, the shares of Series A Preferred Stock acquired by Eastrise pursuant to the Purchase Agreement were transferred to NAI. Item 4. Purpose of Transaction. ---------------------- The Reporting Persons acquired beneficial ownership of the securities for the purpose of investment. Pursuant to the Series A Certificate of Designations, the Reporting Persons may not transfer their interest in the Series A Preferred Stock, or in the Common Stock which they acquire upon conversion of the Series A Preferred Stock, except to controlled affiliates, until the third anniversary of the transaction date, or earlier under certain circumstances. -14- Subject to the Purchase Agreement and the other agreements referenced in Item 6 below, the Reporting Persons intend to continuously review their investment in Healtheon/WebMD, and may in the future determine to (i) acquire additional securities of Healtheon/WebMD through open market purchases, private agreements or otherwise, (ii) dispose of all or a portion of the securities of Healtheon/WebMD owned by them or (iii) take any other available course of action, which could involve one or more of the types of transactions or have one or more of the types of transactions or have one or more of the results described in the last paragraph of this Item 4 or (iv) otherwise change their investment intent. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intentions with respect to any or all of such matters. In reaching any decision as to their course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that they would take into consideration a variety of factors, including, but not limited to, Healtheon/WebMD's financial condition, business, operations and prospects, other developments concerning Healtheon/WebMD and the Internet business generally, other business opportunities available to the Reporting Persons, other developments with respect to the business of the Reporting Persons, general economic conditions and money and stock market conditions, including the market price of the securities of Healtheon/WebMD. See Item 6. Other than as described herein, none of the Reporting Persons have any present plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of Healtheon/WebMD or the disposition of securities of Healtheon/WebMD; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Healtheon/WebMD or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Healtheon/WebMD or any of its subsidiaries; (d) any change in the Board of Directors or -15- management of Healtheon/WebMD, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of Healtheon/WebMD; (e) any material change in the present capitalization or dividend policy of Healtheon/WebMD; (f) any other material change in Healtheon/WebMD's business or corporate structure; (g) changes in Healtheon/WebMD's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of Healtheon/WebMD by any person; (h) a class of securities of Healtheon/WebMD being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of Healtheon/WebMD becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (j) any action similar to those enumerated above. Item 5. Interest in Securities of the Issuer. ------------------------------------ After giving effect to the consummation of the transactions contemplated by the Purchase Agreement and the transfer to NAI of the shares of Series A Preferred Stock acquired thereunder by Eastrise, (a) News Corporation is the beneficial owner of an aggregate of 23,282,645 shares of Common Stock, representing a 13.1% interest in Healtheon/WebMD, consisting of (i) 2,000,000 shares of Common Stock and 7,383,168 shares of Common Stock issuable upon the conversion of 54,101 shares of Series A Preferred Stock held by NAI (the "NAI Shares"), (ii) 9,844,269 shares of Common Stock issuable upon the conversion of 72,135 shares of Series A Preferred Stock held by FBC (the "FBC Shares"), (iii) 3,892,945 shares of Common Stock issuable upon the conversion of 28,526 shares of Series A Preferred Stock held by AHN/FIT Cable (the "AHN/FIT Cable Shares") and (iv) 162,263 shares of Common Stock -16- issuable upon the conversion of 1,189 shares of Series A Preferred Stock held by AHN/FIT Internet (the "AHN/FIT Internet Shares"); (b) Mr. Murdoch may be deemed the beneficial owner of an aggregate of 23,282,645 shares of Common Stock of Healtheon/WebMD, representing a 13.1% interest in Healtheon/WebMD, consisting of the NAI Shares, the FBC Shares, the AHN/FIT Cable Shares and the AHN/FIT Internet Shares; (c) NAI is the beneficial owner of an aggregate of 23,282,645 shares of Common Stock, representing a 13.1% interest in Healtheon/WebMD, consisting of the NAI Shares the FBC Shares, the AHN/FIT Cable Shares and the AHN/FIT Internet Shares; (d) FEG is the beneficial owner of an aggregate of 13,899,477 shares of Common Stock, representing a 7.8% interest in Healtheon/WebMD, consisting of the FBC Shares, the AHN/FIT Cable Shares and the AHN/FIT Internet Shares; (e) FBC is the beneficial owner of an aggregate of 9,844,269 shares of Common Stock, representing a 5.5% interest in Healtheon/WebMD, consisting of the FBC Shares; (f) AHN/FIT Cable is the beneficial owner of an aggregate of 3,892,945 shares of Common Stock, representing a 2.2% interest in Healtheon/WebMD, consisting of the AHN/FIT Cable Shares; and (g) AHN/FIT Internet is the beneficial owner of an aggregate of 162,263 shares of Common Stock, representing a 0.1% interest in Healtheon/WebMD, consisting of the AHN/FIT Internet Shares. For purposes of computing the percentage of beneficial ownership of the Reporting Persons, the total number of shares of Common Stock considered to be outstanding is 178,165,571./3/ - ----------------------- /3/ Calculated based on (i) 154,882,926 shares of Common Stock outstanding on January 26, 2000, (ii) 2,000,000 shares of Common Stock issued pursuant to the Purchase Agreement; and (iii) 21,282,645 shares of Common Stock deemed to be outstanding into which 155,951 shares of Series A Preferred Stock issued pursuant to the Purchase Agreement are convertible. -17- Other than as stated above, no transactions were effected by the Reporting Persons in the Common Stock during the 60 days preceding the date hereof. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect --------------------------------------------------------------------- to Securities of the Issuer. --------------------------- The Series A Certificate of Designations prohibits the holders of the Series A Preferred Stock from transferring such shares, or any securities which such shares may be converted into until the first to occur of (i) one year after the consummation of a change of control of Healtheon/WebMD, as determined pursuant to the Series A Certificate of Designations, (ii) the liquidation, dissolution or winding up, whether voluntary or involuntary, of Healtheon/WebMD or (iii) January 26, 2003. According to the terms of the Amended and Restated Operating Agreement of The Health Network LLC, within 45 days of the fifth anniversary of the Purchase Agreement (i.e., January 26, 2005), AHN/FIT Cable has the right to put its 50% member interest to the other 50% member, Healtheon/WebMD Cable Corporation, and Healtheon/WebMD Cable Corporation has the right to call AHN/FIT Cable's 50% member interest therein, in either case the consideration for the transfer of such interest would be shares of common stock, up to 8,291,939 additional shares of Common Stock of Healtheon/WebMD. According to the terms of the Operating Agreement of WebMD International LLC, IJV Holdings, Inc., a wholly-owned subsidiary of NAI, may, under certain circumstances, have the right, after the fifth anniversary of the Purchase Agreement (i.e., January 26, 2005) to put its 50% member interest to the other 50% member, HW International Holdings, Inc., a wholly-owned subsidiary of Healtheon/WebMD, for 2,000,000 additional shares of Common Stock of Healtheon/WebMD. -18- Item 7. Materials to be Filed as Exhibits. --------------------------------- Document Exhibit No. -------- ----------- Purchase Agreement, dated as of January 26, 2000, by and among Healtheon/WebMD Corporation, Healtheon/WebMD Cable Corporation, Healtheon/WebMD Internet Corporation, The News Corporation Limited, Fox Entertainment Group, Inc., Fox Broadcasting Company, Eastrise Profits Limited, AHN/FIT Cable, LLC and AHN/FIT Internet, LLC A - -------------------------------------------------------------------------------- Certificate of Designation of Series A Payment-in-Kind B Preferred Stock of Healtheon/WebMD - -------------------------------------------------------------------------------- Power of Attorney, dated as of February 3, 2000 by K. C Rupert Murdoch - -------------------------------------------------------------------------------- -19- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Date: February 4, 2000 THE NEWS CORPORATION LIMITED By: /s/ Arthur M. Siskind --------------------------- Name: Arthur M. Siskind Title: Director SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Date: February 4, 2000 /s/ K. Rupert Murdoch ------------------------------ K. Rupert Murdoch SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Date: February 4, 2000 NEWS AMERICA INCORPORATED By: /s/ Lawrence A. Jacobs ----------------------------- Name: Lawrence A. Jacobs Title: Senior Vice President SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Date: February 4, 2000 FOX ENTERTAINMENT GROUP, INC. By: /s/ Lawrence A. Jacobs ----------------------------- Name: Lawrence A. Jacobs Title: Secretary SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Date: February 4, 2000 FOX BROADCASTING COMPANY By: /s/ Paul Haggerty ----------------------------- Name: Paul Haggerty Title: Executive Vice President SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Date: February 4, 2000 AHN/FIT CABLE, LLC By: /s/ Daniel Fawcett ----------------------------- Name: Daniel Fawcett Title: Executive Vice President SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Date: February 4, 2000 AHN/FIT INTERNET, LLC By: /s/ Daniel Fawcett ----------------------------- Name: Daniel Fawcett Title: Executive Vice President Schedule 1 ---------- Directors, Executive Officers and Controlling Persons of the Reporting Persons.
Principal Business or Organization in Which Principal Occupation and Such Employment is Name Business Address Conducted - --------------------------- ------------------------------------------- ------------------------ K. Rupert Murdoch Chairman and Chief Executive of News News Corporation Corporation; Director of News Publishing Australia Limited ("NPAL"); Director of News International plc; Director of News Limited; Director of NAI; Director of TVG Holdings, Inc. ("TVG Holdings"); Director and Chairman of Satellite Television Asian Region Limited ("STAR TV"); Director and Chairman of British Sky Broadcasting Group plc ("BSkyB"); Director, Chairman and Chief Executive Officer of FEG.; Director of Fox Family Worldwide, Inc. ("FFW"); Director of Philip Morris Companies Inc. 1211 Avenue of the Americas New York, New York 10036 Geoffrey C. Bible Non Executive Director of News Philip Morris Corporation; Chairman and Chief Executive Officer of Philip Morris Companies Inc. ("Philip Morris"); Director of New York Stock Exchange, Inc. 120 Park Avenue New York, New York 10017 Chase Carey Executive Director and Co-Chief Operating News Corporation Officer of News Corporation; Director, President and Chief Operating Officer of NAI; Director and Co-Chief Operating Officer of FEG; Chairman and Chief Executive Officer of Fox Television; President and Chief Operating Officer of TVG Holdings; Director of STAR TV; Director of FFW; Director of TV Guide, Inc.; Director of Gateway,
Principal Business or Organization in Which Principal Occupation and Such Employment is Name Business Address Conducted - --------------------------- ------------------------------------------- ------------------------ Inc.; Director of Colgate University. 10201 West Pico Boulevard Los Angeles, CA 90035 Paul Carlucci Chairman and Chief Executive Officer of NAI News America Marketing Group; Director of NAI 1211 Avenue of the Americas New York, New York 10036 Gareth C.C. Chang Executive Director of News Corporation; STAR TV Executive Chairman of STAR TV; Director of Apple Computers Inc. 8th Floor, One Harbourfront 18 Tak Fung Street Hunghom, Kowloon, Hong Kong Peter Chernin Executive Director, President and Chief News Corporation Operating Officer of News Corporation; Director, Chairman and Chief Executive Officer of NAI ; Director, President and Chief Operating Officer of FEG.; Chairman and Chief Executive Officer of TVG Holdings; Director of TV Guide, Inc.; Director of Tickets.com, Inc.; Director of E*TRADE Group, Inc. ("E*TRADE") 10201 West Pico Boulevard Los Angeles, CA 90035 Kenneth E. Cowley/1/ Non Executive Director of News News Corporation Corporation; Executive Director of Ansett Australia Holdings Limited; Director of Commonwealth Bank of Australia. 2 Holt Street Sydney, New South Wales 2010 Australia Christos Cotsakos Director of Fox Entertainment Group, Inc.; E*TRADE President, Chief Executive Officer and a Director of E*TRADE.; Director of several technology companies including Digital Island, Inc., Critical Path Software Incorporated and National Processing Corporation
________________ /1/ Citizen of Australia
Principal Business or Organization in Which Principal Occupation and Such Employment is Name Business Address Conducted - --------------------------- ------------------------------------------- ------------------------ 4500 Bohannon Drive Menlo Park, California 94025 David F. DeVoe Executive Director, Senior Executive Vice News Corporation President and Chief Financial Officer and Finance Director of News Corporation; Director and Senior Executive Vice President of NAI; Director, Senior Executive Vice President and Chief Financial Officer of FEG; Director of STAR TV; Director of BSkyB; Director and Senior Executive Vice President of TVG Holdings. 1211 Avenue of the Americas New York, New York 10036 Anthea Disney Executive Vice President of News News Corporation Corporation; Chairman and Chief Executive Officer of News America Publishing Group; Director of NAI; Director of CIT Group 1211 Avenue of the Americas New York, New York 10036 Roderick Eddington/1/ Executive Director of News Corporation; News Corporation Executive Chairman and Director of Ansett Holdings Limited; Director of Ansett Australia Limited; Director and Deputy Chairman of News Limited; Director of John Swire & Sons Pty Ltd 2 Holt Street Sydney, New South Wales 2010 Australia Aatos Erkko/2/ Non Executive Director of News Sanoma Sanoma Corporation; Chairman of Sanoma Corporation ("Sanoma"), a privately owned media company in Finland. P.O. Box 144 SF00101 Helsinki, Finland David Hill Chairman of Fox Sports Network; Chairman Fox Television and Chief Executive Officer of
_________________ /1/ Citizen of Australia /2/ Citizen of Finland
Principal Business or Organization in Which Principal Occupation and Such Employment is Name Business Address Conducted - --------------------------- ------------------------------------------- ------------------------ Fox Sports Television Group; Chairman of AHN/FIT Cable, LLC; Chairman of AHN/FIT Internet, LLC. 10201 West Pico Boulevard Los Angeles, California 90035 Andrew S.B. Knight/3/ Non Executive Director of News Corporation News Corporation c/o News International plc 1 Virginia Street London E1 9XN England William Mechanic Chairman and Chief Executive Officer of Fox Filmed Fox Filmed Entertainment; Director of NAI Entertainment 10201 West Pico Boulevard Los Angeles, California 90035 Lachlan K. Murdoch Executive Director and Senior Executive News Corporation Vice President of News Corporation; Chairman and Director of Queensland Press Limited; Director, Chairman, and Chief Executive of News Limited; Deputy Chairman of STAR TV; Director of Beijing PDN Xinren Information Technology Company Ltd; Director of FOXTEL Management Pty Ltd.; 2 Holt Street Sydney, New South Wales 2010 Australia Thomas J. Perkins Non Executive Director of News Kleiner Perkins Corporation; Senior Partner at Kleiner Perkins Caufield & Byers ("Kleiner Perkins"); Director of Compaq Computer Corporation; 4 Embarcadero Center Suite 3520 San Francisco, CA 94111 Bert C. Roberts, Jr. Non Executive Director of News MCI Corporation; Chairman of MCI Worldcom, Inc. ("MCI"); 1801 Pennsylvania Avenue, N.W.
_________________ /3/ Citizen of United Kingdom
Principal Business or Organization in Which Principal Occupation and Such Employment is Name Business Address Conducted - --------------------------- ------------------------------------------- ------------------------ Washington, D.C. 20006 Jeff Shell President of Fox Sports Networks; Fox Television President of AHN/FIT Cable, LLC; President of AHN/FIT Internet, LLC 1440 S. Sepulveda Boulevard Los, Angeles, California 90025 Stanley S. Shuman Non Executive Director of News Allen & Company Corporation; Executive Vice President and Managing Director of Allen & Company Incorporated ("Allen & Company"); Director of NAI; Director of Bayou Steel Corporation; 711 Fifth Avenue New York, New York 10176 Arthur M. Siskind Executive Director, Senior Executive Vice News Corporation President and Group General Counsel of News Corporation; Director of BSkyB; Director and Executive Vice President of NAI; Director, Senior Executive Vice President and General Counsel of FEG; Director of STAR TV; Director and Senior Executive Vice President of TVG Holdings; 1211 Avenue of the Americas New York, New York 10036 Laura D'Andrea Tyson Director of FEG; Director of Ameritech University of Corporation, Eastman Kodak Company, California, Berkeley Healtheon/WebMD Corporation, Human Genome Haas School of Sciences, Inc. and Morgan Stanley Business DeanWitter. c/o Haas School of Business 545 Student Services Build
EX-99.A 2 PURCHASE AGREEMENT DATED JANUARY 26, 2000 EXHIBIT A PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is made and entered into as of January 26, 2000, among Healtheon/WebMD Corporation, a Delaware corporation ("Healtheon/WebMD"), Healtheon/WebMD Cable Corporation, a Delaware corporation (the "H/W Cable Sub") and a wholly-owned subsidiary of Healtheon/WebMD, Healtheon/WebMD Internet Corporation, a Delaware corporation (the "H/W Internet Sub") and a wholly-owned subsidiary of Healtheon/WebMD, Fox Entertainment Group, Inc., a Delaware corporation ("Fox") which is controlled through certain intermediaries by The News Corporation Limited, a South Australia, Australia corporation ("News Corp"), Fox Broadcasting Company, a Delaware corporation ("FBC") and a subsidiary of Fox, Eastrise Profits Limited, an international business company incorporated under the laws of the British Virgin Islands ("Eastrise") which is controlled through certain intermediaries by News Corp, AHN/FIT Cable, LLC, a Delaware limited liability company ("AHN/FIT Cable"), AHN/FIT Internet, LLC, a Delaware limited liability company ("AHN/FIT Internet," and collectively with News Corp, Fox, FBC, Eastrise and AHN/FIT Cable, the "News Corp Parties"). R E C I T A L S: A. Healtheon/WebMD is pioneering the use of the Internet to simplify work flows, decrease costs and contribute to the quality of patient care throughout the healthcare industry. Healtheon/WebMD has designed and developed an Internet-based information and transaction platform that facilitates and streamlines interactions among the myriad of participants in the healthcare industry. B. News Corp is a diversified international communications company principally engaged in the production and distribution of motion pictures and television programming; the publication of newspapers, magazines and books; the production and distribution of promotional and advertising products and services; the development of digital broadcasting; the development of conditional access and subscriber management systems; the provision of computer information services; and television, satellite and cable broadcasting. C. Fox is principally engaged in the development, production and worldwide distribution of feature films and television programs, television broadcasting and cable network programming. D. FBC operates a free-to-air broadcast television network in the United States. E. Eastrise is an affiliate of Satellite Television Asian Region Ltd., a Hong Kong corporation ("Star TV") operates STAR TV network, which offers television services reaching viewers across Asia, India and the Middle East. F. AHN/FIT Cable is 50% owned and managed through certain intermediaries by Fox and is principally engaged in the development, production and distribution of The Health Network cable TV channel. G. AHN/FIT Internet is 50% owned and managed through certain intermediaries by Fox and has developed an Internet site devoted exclusively to health and fitness programming. H. On December 6, 1999, Healtheon/WebMD, News Corp and Fox entered into a Master Strategic Alliance Agreement (the "Master Strategic Alliance Agreement") pursuant to which they agreed to enter into certain strategic alliances and deliver certain Transaction Documents (as defined therein), including this Agreement. I. Fox desires to purchase 2,000,000 shares of common stock (the "Common Stock"), par value $0.0001, of Healtheon/WebMD. J. Prior to the date hereof, AHN/FIT Cable formed The Health Network LLC, a Delaware limited liability company ("HNLLC"), by filing a Certificate of Formation with the Secretary of State of Delaware and entered into a limited liability company agreement. HNLLC was capitalized pursuant to the terms and conditions of the limited liability company agreement by AHN/FIT Cable (the "Original Cable LLC Agreement") with all of the assets (other than cash) subject to all of the liabilities (other than loans from its members) of AHN/FIT Cable in exchange for 100% of the member interests in HNLLC. H/W Cable Sub desires to purchase and AHN/FIT Cable desires to sell a 50% member interest in HNLLC (the "Cable Member Interest"). K. Prior to the date hereof, AHN/FIT Internet formed H/W Health & Fitness LLC, a Delaware limited liability company ("H&FLLC"), by filing a Certificate of Formation with the Secretary of State of Delaware and entered into a limited liability company agreement. H&FLLC was capitalized pursuant to the terms and conditions of the limited liability company agreement by AHN/FIT Internet (the "Original Internet LLC Agreement") with all of the assets (other than cash and the Galaxy Asset, as defined below) subject to all of the liabilities (other than loans from its members) of AHN/FIT Internet in exchange for 100% of the member interests in H&FLLC. H/W Internet Sub desires to purchase and AHN/FIT Internet desires to sell a 50% member interest in H&FLLC (the "Internet Member Interest"). L. Healtheon/WebMD desires to purchase from FBC and Eastrise $400 million of branding services across the various media owned by News Corp and its affiliates throughout the world. NOW, THEREFORE, it is agreed as follows: 1. PURCHASE OF MEMBER INTERESTS AND MEDIA SERVICES; SALE AND ISSUANCE OF COMMON STOCK. 1.1 Sale of Healtheon/WebMD Shares. Subject to the terms and ------------------------------ conditions of this Agreement, Healtheon/WebMD hereby issues and sells to Fox, and Fox hereby purchases from Healtheon/WebMD, (A) 2,000,000 shares of Common Stock (the "Common Shares") and (B) 155,951 shares of Series A Preferred Stock (the "Series A Stock"), par value $0.0001, of Healtheon/WebMD (the "Preferred Shares" and together with the Common Shares, the "Purchased Shares") for an aggregate consideration as follows: (i) $100 million, payable in immediately available funds on the date hereof, (ii) the transfer, assignment, sale and conveyance of the Cable Member Interest and the Internet Member Interest as set forth in Sections 1.2 and 1.3 hereof, respectively, (iii) the media services to be provided or procured pursuant to the Media Services Agreement (as hereinafter defined) and (iv) the content to be provided pursuant to the News Corp Content License Agreement (as defined in the Master Strategic Alliance Agreement). 1.2 Purchase of Member Interest in HNLLC. Subject to the terms and ------------------------------------ conditions of this Agreement, AHN/FIT Cable hereby transfers, assigns, sells and conveys the Cable Member Interest to H/W Cable Sub, and H/W Cable Sub hereby purchases the Cable Member Interest from AHN/FIT 2 Cable. H/W Cable Sub does hereby accept the Cable Member Interest and elect to be admitted to HNLLC as a member pursuant to the terms and conditions of the Amended and Restated Limited Liability Company Agreement of HNLLC executed on the date hereof (the "HNLLC Agreement"). AHN/FIT Cable, constituting the only member of HNLLC prior to the effectiveness of this assignment, does hereby consent to the assignment of the Cable Member Interest and to the admission of H/W Cable Sub as a member of HNLLC pursuant to the HNLLC Agreement and waives any rights which may arise pursuant to the Original Cable LLC Agreement as a result of the assignment of the Cable Member Interest. 1.3 Purchase of Member Interest in H&FLLC. Subject to the terms and ------------------------------------- conditions of this Agreement, AHN/FIT Internet hereby transfers, assigns, sells and conveys the Internet Member Interest to H/W Internet Sub, and H/W Internet Sub hereby purchases the Internet Member Interest from AHN/FIT Internet. H/W Internet Sub does hereby accept the Internet Member Interest and elect to be admitted to H&FLLC as a member pursuant to the terms and conditions of the Amended and Restated Limited Liability Company Agreement of H/W Health & Fitness LLC executed on the date hereof (the "H&FLLC Agreement"). AHN/FIT Internet, constituting the only member of H&FLLC prior to the effectiveness of this assignment, does hereby consent to the assignment of the Internet Member Interest and to the admission of H/W Internet Sub as a member of H&FLLC pursuant to the H&FLLC Agreement and waives any rights which may arise pursuant to the Original Internet LLC Agreement as a result of the assignment of the Internet Member Interest. 1.4 Purchase of Media Services. Subject to the terms and conditions -------------------------- of this Agreement, FBC and Eastrise hereby agree, jointly and severally, to provide media services to or procure media services for Healtheon/WebMD pursuant to the terms and conditions of the Media Services Agreement executed on the date hereof (the "Media Services Agreement") among Healtheon/WebMD, FBC and Eastrise, and Healtheon/WebMD hereby purchases the media services to be provided pursuant to the terms and conditions of the Media Services Agreement. 2. DELIVERIES. 2.1 Healtheon/WebMD Deliveries. On the date hereof and subject to -------------------------- the fulfillment of the conditions set forth in Section 8 of the Master Strategic Alliance Agreement, Healtheon/WebMD shall deliver (i) certificates, issued in such name or names of the News Corp Parties as News Corp shall designate in writing prior to the Closing, representing the Common Shares, (ii) certificates, issued in such name or names of News Corp Parties, representing the Preferred Shares as News Corp shall designate in writing prior to the Closing, (iii) to AHN/FIT Cable the HNLLC Agreement executed by H/W Cable Sub, (iv) to AHN/FIT Internet the H&FLLC Agreement executed by H/W Internet Sub, (v) to FBC and Star TV the Media Services Agreement executed by Healtheon/WebMD, and (vi) to the News Corp Parties the Registration Rights Agreement (as defined in the Master Strategic Alliance Agreement) and the Healtheon/WebMD Schedule Supplement (as defined in the Master Strategic Alliance Agreement) executed by Healtheon/WebMD and all other closing deliveries to satisfy the conditions set forth in Section 7 of the Master Strategic Alliance Agreement. 2.2 News Corp Parties Deliveries. On the date hereof and subject to ---------------------------- the fulfillment of the conditions set forth in Section 7 of the Master Strategic Alliance Agreement, (i) Fox shall deliver to Healtheon/WebMD $100 million in immediately available funds, (ii) AHN/FIT Cable shall deliver to H/W Cable Sub the HNLLC Agreement executed by AHN/FIT Cable, (iii) AHN/FIT Internet shall deliver to H/W Internet Sub the H&FLLC Agreement executed by AHN/FIT Internet, (iv) FBC and Eastrise shall deliver to Healtheon/WebMD the Media Services Agreement executed by FBC and Eastrise and (v) the News Corp Parties shall deliver to Healtheon/WebMD the Registration Rights 3 Agreement and the News Corp Schedule Supplement (as defined in the Master Strategic Alliance Agreement) executed by each of them and all other closing deliveries to satisfy the conditions set forth in Section 8 of the Master Strategic Alliance Agreement. 2.3 Legends. To the extent applicable, each certificate or other ------- document evidencing any of the Purchased Shares shall be endorsed with a legend substantially in the form set forth below: "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." 3. REPRESENTATIONS AND WARRANTIES OF HEALTHEON/WEBMD. Healtheon/WebMD hereby represents and warrants to the News Corp Parties subject to the exceptions disclosed in writing in the disclosure letter and referencing a specific representation delivered by Healtheon/WebMD to the News Corp Parties as of the date of the Master Strategic Alliance Agreement and certified by a duly authorized officer of Healtheon/WebMD (the "Healtheon/WebMD Schedules"), as follows: 3.1 Organization, Standing, and Power. Healtheon/WebMD is a --------------------------------- corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has the power and authority to carry on its business as it has been and is now being conducted and to enter into this Agreement and to issue and sell the Purchased Shares. Healtheon/WebMD is duly qualified or licensed to transact business as a foreign corporation and is in good standing in all jurisdictions where the character of its assets or the nature or conduct of its business requires it to be so qualified or licensed, except for such jurisdictions in which the failure to be so qualified or licensed is not reasonably likely to have, individually or in the aggregate, a material adverse effect on the business or operations of Healtheon/WebMD. 3.2 Authorization of Agreement. The execution, delivery and -------------------------- performance of this Agreement and the other Transaction Documents have been duly authorized by all necessary corporate action of Healtheon/WebMD. This Agreement, the other Transaction Documents and other instruments and documents executed and delivered by Healtheon/WebMD pursuant thereto constitute, legal, valid and binding obligations of Healtheon/WebMD enforceable against Healtheon/WebMD in accordance with their respective terms, except to the extent such enforceability is subject to (i) laws of general application relating to bankruptcy, insolvency, moratorium and the relief of debtors and (ii) the availability of specific performance, injunctive relief or other equitable remedies. 4 3.3 Capital Stock. -------------- 3.3.1 As of November 11, 1999, the authorized capital stock of Healtheon/WebMD consists of: (i) 600,000,000 shares of Common Stock, $0.0001 par value, of which 146,204,261 shares (plus any shares issued upon exercise of Healtheon/WebMD Options (as defined in Section 3.3.2) since November 11, 1999) are issued and outstanding and (ii) 5,000,000 shares of Preferred Stock, $0.0001 par value per share, none of which shares are issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable. 3.3.2 As of November 11, 1999, an aggregate of 63,595,222 shares of Common Stock (less any shares of Common Stock subject to Healtheon/WebMD Options and Warrants that have been exercised since November 11, 1999) are subject to issuance pursuant to outstanding options to purchase Common Stock under Healtheon/WebMD's stock option plans and outstanding warrants to purchase Common Stock. (Stock options granted by Healtheon/WebMD pursuant to its stock option plans and warrants are referred to in this Agreement as "Healtheon/WebMD Options and Warrants".) 3.3.3 There were 191,543,804 shares of Common Stock issued and outstanding as of November 11, 1999, computed on a fully diluted, as-if converted to Common Stock basis using the treasury stock method. 3.3.4 Except as set forth above, as of November 11, 1999, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Healtheon/WebMD is a party or by which it is bound obligating Healtheon/WebMD to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Healtheon/WebMD or obligating Healtheon/WebMD to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. 3.4 Healtheon/WebMD SEC Filings; Financial Statements. ------------------------------------------------- 3.4.1 Healtheon/WebMD has filed all forms, reports and documents required to be filed by Healtheon/WebMD with the Securities and Exchange Commission (the "Commission") since January 1, 1999. All such required forms, reports and documents filed with the Commission as of the date of this Agreement are referred to herein as the "Healtheon/WebMD SEC Reports"). As of their respective dates, (or, if amended, as of the respective dates of such amendments), Healtheon/WebMD SEC Reports (i) were prepared in accordance and complied as to form in all material respects with the requirements of the Securities Act of 1933 as amended (the "1933 Act") or the Securities Exchange Act of 1934 as amended (the "1934 Act"), as the case may be, and the rules and regulations of the Commission thereunder, applicable to such Healtheon/WebMD SEC Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 3.4.2 Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Healtheon/WebMD SEC Reports (the "Healtheon/WebMD Financials"), (i) complied as to form in all material respects with the published rules and regulations of the Commission with respect thereto, (ii) was prepared in accordance with GAAP applied on a 5 consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the Commission on Form 10-Q under the 1934 Act) and (iii) fairly presented the consolidated financial position of Healtheon/WebMD as at the respective dates thereof and the consolidated results of Healtheon/WebMD operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments. 3.5 Absence of Undisclosed Liabilities. Except as disclosed in the ---------------------------------- Healtheon/WebMD SEC Reports, as of the date of the Master Strategic Alliance Agreement Healtheon/WebMD does not have any undisclosed liabilities, except for unpaid liabilities and obligations incurred since June 30, 1999, in the ordinary course of business or which are not, in the aggregate, material to Healtheon/WebMD. 3.6 Absence of Certain Healtheon/WebMD Changes or Events. Since June ---------------------------------------------------- 30, 1999, there have been no events, changes or occurrences (other than events or condition affecting the economy generally) which have had, or are reasonably likely to have, individually or in the aggregate, a material adverse effect on the business, results of operations or financial condition of Healtheon/WebMD or any of its subsidiaries, taken as a whole. 3.7 Validity of Stock. The Purchased Shares are duly authorized, ----------------- validly issued, fully paid and nonassessable, are free of any Liens, and are not subject to any preemptive rights, rights of first refusal or redemption rights, other than as have been waived. For purposes of this Agreement, "Lien" means any mortgage, pledge, lien, security interest or other encumbrance of any kind or nature. 3.8 Registration Rights. The Purchased Shares issued pursuant -------------------- hereto shall have the registration rights set forth in the Registration Rights Agreement, as such may be amended from time to time. 3.9 Experience; Investment. H/W Cable Sub is acquiring the Cable ---------------------- Member Interest and H/W Internet Sub is acquiring the Internet Member Interest solely for its own account, not as a nominee or agent, and not with a view to, or for sale in connection with, any distribution thereof. Each of H/W Cable Sub and H/W Internet Sub is an "accredited investor" within the meaning of Rule 501(a)(3) of Regulation D promulgated by the Commission under the 1933 Act. In addition, Healtheon/WebMD represents that no form of general solicitation or general advertising was used by News Corp or its representatives in connection with the offer or sale of the Cable Member Interest and the Internet Member Interest. 3.10 Registration under the 1933 Act. Healtheon/WebMD understands ------------------------------- that (a) the sale of the Cable Member Interest and the Internet Member Interest has not been registered under the 1933 Act or applicable state securities laws, in reliance upon exemptions from the registration provisions of the 1933 Act and applicable state securities laws, (b) the Cable Member Interest and the Internet Member Interest purchased by H/W Cable Sub and H/W Internet Sub must be held by them indefinitely unless the sale or transfer thereof is subsequently registered under the 1933 Act and applicable state securities laws or an exemption from such registration is available, and the certificates or documents representing Cable Member Interest and the Internet Member Interest will be legended to reflect such restrictions, (c) neither HNLLC nor H&FLLC is under any obligation to register the Cable Member Interest or the Internet Member Interest or to assist H/W Cable Sub and H/W Internet Sub in complying with any exemption from registration, and (d) the managing members of HNLLC and H&FLLC will rely in part upon the representations and warranties made by Healtheon/WebMD in this Agreement in order to 6 establish such exemption from the registration provisions of the 1933 Act and applicable state securities laws. 3.11 No Consents. The execution and delivery of this Agreement and ----------- the other Transaction Documents by Healtheon/WebMD, do not, and the performance of Healtheon/WebMD's obligations under this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, will not require any consent, approval, authorization or permit of, or filing with or notification to any governmental entity, except (i) pursuant to the HSR Act, (ii) for the filing of the Certificate of Designations of the Series A Stock with the Delaware Secretary of State, and (iii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, (a) would not, individually or in the aggregate, reasonably be expected to prevent Healtheon/WebMD from performing its obligations under this Agreement and the other Transaction Documents in any material respect and (b) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Healtheon/WebMD and its subsidiaries taken as a whole. 3.12 Compliance with Other Instruments, Etc. As of the date of the -------------------------------------- Master Strategic Alliance Agreement, Healtheon/WebMD is not in violation of any term of (a) its charter, by-laws or other organizational documents, (b) any material agreement or instrument, (c) any applicable law, ordinance, rule or regulation of any governmental entity or (d) any applicable order, judgement or decree of any court, arbitrator or governmental entity, the consequences of which violation, whether individually or in the aggregate, would be reasonably expected to have a material adverse effect on (i) the business, results of operations or financial condition of Healtheon/WebMD or (ii) the ability of Healtheon/WebMD to perform its obligations under this Agreement and the other Transaction Documents. The execution, delivery and performance of this Agreement and the other Transaction Documents by Healtheon/WebMD will not result in any violation of or conflict with, constitute a default under, or require any consent under any term of the charter, bylaws or other organizational document of Healtheon/WebMD or any material agreement or instrument or any law, ordinance, rule, regulation, order, judgement or decree, or result in the creation of (or impose any obligation on Healtheon/WebMD to create) any Lien upon any of the properties or assets of Healtheon/WebMD, except where such violation, conflict or default, or the failure to obtain such consent, individually or in the aggregate, would not be reasonably expected to have a material adverse effect on (i) the business, results of operations or financial condition of Healtheon/WebMD and its subsidiaries taken as a whole or (ii) the ability of Healtheon/WebMD to perform its obligations under this Agreement and the other Transaction Documents. 3.13 No Other Agreements. Except as evidenced in this Agreement and ------------------- the other Transaction Documents, there are no other agreements, arrangements, understandings, contracts, obligations or liabilities between or among Healtheon/WebMD or any of its subsidiaries or predecessor entities, on one hand, and the News Corp Parties, H&FLLC, HNLLC or any of their subsidiaries or predecessor entities, on the other hand. 7 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE NEWS CORP PARTIES. Each of the News Corp Parties, jointly and severally, represents, warrants and covenants to Healtheon/WebMD, subject to the exceptions disclosed in writing in the disclosure letter and referencing a specific representation delivered by the News Corp Parties to Healtheon/WebMD as of the date of the Master Strategic Alliance Agreement and certified by a duly authorized officer of News Corp (the "News Corp Schedules"), as follows: 4.1 Access to Information. Each of the News Corp Parties --------------------- acknowledges that it has reviewed the Registration Statement (Registration No. 333-86685) on Form S-4, which was declared effective by the Commission on October 19, 1999 (the "Healtheon/WebMD Registration Statement"). Each of the News Corp Parties and its advisor or advisors, or a person or persons acting on its behalf, has had a reasonable opportunity to ask questions of and receive answers from the officers of Healtheon/WebMD, concerning the Healtheon/WebMD Registration Statement and the terms and conditions of the offer and sale of the Purchased Shares, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense by the officers of Healtheon/WebMD. All such questions have been answered to the full satisfaction of the News Corp Parties. 4.2 Experience; Investment. Each of AHN/FIT Cable, AHN/FIT Internet, ---------------------- FBC, Eastrise and Fox is acquiring its respective portion of the Purchased Shares solely for its own account, not as a nominee or agent, and not with a view to, or for sale in connection with, any distribution thereof. Each of AHN/FIT Cable, AHN/FIT Internet, FBC, Eastrise and Fox represents that it is an "accredited investor" within the meaning of Rule 501(a)(3) of Regulation D promulgated by the Commission under the 1933 Act. In addition, each of AHN/FIT Cable, AHN/FIT Internet, FBC, Eastrise and Fox represents that no form of general solicitation or general advertising was used by Healtheon/WebMD or its representatives in connection with the offer or sale of the Purchased Shares. 4.3 Registration under the 1933 Act. Each of the News Corp Parties ------------------------------- understands that (a) the sale of the Purchased Shares has not been registered under the 1933 Act or applicable state securities laws, in reliance upon exemptions from the registration provisions of the 1933 Act and applicable state securities laws, (b) the Purchased Shares purchased by AHN/FIT Cable, AHN/FIT Internet, FBC, Eastrise and Fox must be held by it indefinitely unless the sale or transfer thereof is subsequently registered under the 1933 Act and applicable state securities laws or an exemption from such registration is available, and the certificates or documents representing all Purchased Shares will be legended to reflect such restrictions, (c) except as provided in the Registration Rights Agreement, Healtheon/WebMD is under no obligation to register any Purchased Shares on the behalf of AHN/FIT Cable, AHN/FIT Internet, FBC, Eastrise or Fox or to assist any of them in complying with any exemption from registration, and (d) the officers of Healtheon/WebMD will rely in part upon the representations and warranties made by the News Corp Parties in this Agreement in order to establish such exemption from the registration provisions of the 1933 Act and applicable state securities laws. 4.4 Transfer. None of AHN/FIT Cable, AHN/FIT Internet, FBC, -------- Eastrise or Fox will transfer any Purchased Shares without registration under the 1933 Act and applicable state securities laws unless the transfer is exempt from registration under the 1933 Act and such laws. 8 4.5 Organization and Standing. ------------------------- 4.5.1 Each of the News Corp Parties is a corporation or organization duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all necessary power and authority to perform its obligations under this Agreement and the other Transaction Documents. 4.5.2 (a) Each of HNLLC and H&FLLC is a limited liability company, duly organized, validly existing, and in good standing under the laws of Delaware, with full limited liability company power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations hereunder and under applicable contracts. Each of HNLLC and H&FLLC is duly qualified to do business as a foreign person and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except to the extent that the absence of any such qualification would not have a material adverse effect on the business or operations of HNLLC or H&FLLC, as applicable. (b) The News Corp Parties have delivered to Healtheon/WebMD copies of the organizational documents of HNLLC, H&FLLC, AHN/FIT Cable and AHN/FIT Internet, as currently in effect. (c) On January 10, 2000, AHN/FIT Cable formed HNLLC by filing a Certificate of Formation with the Delaware Secretary of State. On January 26, 2000, AHN/FIT Cable contributed to HNLLC all of the rights, title and interest in and to all of the assets (other than cash) subject to all of the liabilities (other than loans from its members) of AHN/FIT Cable (the "Contribution") in accordance with the terms and conditions of the Original Cable LLC Agreement. There is no other holder or owner of a member interest or any other equity interest or rights to acquire an equity interest in HNLLC other than AHN/FIT Cable. (d) On January 10, 2000, AHN/FIT Internet formed H&FLLC by filing a Certificate of Formation with the Delaware Secretary of State. On January 26, 2000, AHN/FIT Internet contributed to H&FLLC all of the rights, title and interest in and to all of the assets (other than cash and the Galaxy Asset as defined in Section 4.12 hereof) subject to all of the liabilities (other than loans from its members) of AHN/FIT Internet (the "Internet Contribution") in accordance with the terms and conditions of the Original Internet LLC Agreement. There is no other holder or owner of a member interest or any other equity interest or rights to acquire an equity interest in H&FLLC other than AHN/FIT Internet. (e) There are no documents, agreements, certificates, instruments or understandings (written or verbal) between any of the News Corp Parties and HNLLC relating to the formation or capitalization of HNLLC other than those which are identified in Section 4.5.2(e) of the News Corp Schedules, complete and accurate copies of which have been provided to Healtheon/WebMD. (f) There are no documents, agreements, certificates, instruments or understandings (written or verbal) between any of the News Corp Parties and H&FLLC relating to the formation or capitalization of H&FLLC other than those which are identified in Section 4.5.2(f) of the News Corp Schedules, complete and accurate copies of which have been provided to Healtheon/WebMD. 9 4.6 Capitalization of HNLLC and H&FLLC. ---------------------------------- 4.6.1 The equity ownership interests of HNLLC consist solely of one class of member interests described in the Original Cable LLC Agreement, a complete and accurate copy of which (with all amendments thereto) is attached to Section 4.5.2(d) of the News Corp Schedules. All of the outstanding member interests of HNLLC are held by AHN/FIT Cable, free and clear of all Liens. The Cable Member Interest represents a 50% interest in all distributions from HNLLC and in all other rights attendant to a member interest in a Delaware limited liability company, subject to the HNLLC Agreement, and will be transferred to Healtheon/WebMD free and clear of all Liens (other than the restrictions placed on member interests generally in the HNLLC Agreement and restrictions imposed by the 1933 Act). 4.6.2 All of HNLLC's outstanding member interests have been duly authorized and validly issued and are fully paid and non-assessable. There are no contracts relating to the issuance, sale or transfer of any member interests of HNLLC (other than this Agreement). None of the outstanding member interests of HNLLC was issued in violation of the 1933 Act or any other legal requirement. Except as set forth in Section 4.6.2 of the News Corp Schedules, HNLLC does not own, or have any contract to acquire, any equity ownership interest or other securities of any person or any direct or indirect equity or ownership interest in any other business. 4.6.3 The equity ownership interests of H&FLLC consist solely of one class of member interests described in the Original Internet LLC Agreement, a complete and accurate copy of which (with all amendments thereto) is attached to Section 4.6.3 of the News Corp Schedules. All of the outstanding member interests of H&FLLC are held by AHN/FIT Internet, free and clear of all Liens. The Internet Member Interest represents a 50% interest in all distributions from H&FLLC and in all other rights attendant to a member interest in a Delaware limited liability company, subject to the Original Internet LLC Agreement, and will be transferred to Healtheon/WebMD free and clear of all Liens (other than the restrictions placed on member interests generally in the H&FLLC Agreement and restrictions imposed by the 1933 Act). 4.6.4 All of H&FLLC's outstanding member interests have been duly authorized and validly issued and are fully paid and non-assessable. There are no contracts relating to the issuance, sale or transfer of any member interests of H&FLLC (other than this Agreement). None of the outstanding member interests of H&FLLC was issued in violation of the 1933 Act or any other legal requirement. Except as set forth in Section 4.6.4 of the News Corp Schedules, H&FLLC does not own, or have any contract to acquire, any equity ownership interest or other securities of any person or any direct or indirect equity or ownership interest in any other business. 4.7 Authorization of Agreement. The execution, delivery and -------------------------- performance of this Agreement and the other Transaction Documents have been duly authorized by all necessary corporate and limited liability company action of each of the News Corp Parties. This Agreement, the other Transaction Documents and other instruments and documents executed and delivered pursuant thereto by each of the News Corp Parties to which it is a party constitute, legal, valid and binding obligations of such News Corp Party enforceable against such News Corp Party in accordance with their respective terms, except to the extent such enforceability is subject to (i) laws of general application relating to bankruptcy, insolvency, moratorium and the relief of debtors and (ii) the availability of specific performance, injunctive relief or other equitable remedies. 4.8 No Other Agreements. Except as evidenced in this Agreement and ------------------- the other Transaction Documents, there are no other agreements, arrangements, understandings, contracts, 10 obligations or liabilities between or among Healtheon/WebMD or any of their respective subsidiaries or predecessor entities, on one hand, and the News Corp Parties, H&FLLC, HNLLC or any of their respective subsidiaries or predecessor entities, on the other hand. 4.9 No Consents. The execution and delivery of this Agreement and ----------- the other Transaction Documents by the News Corp Parties, do not, and the performance of the News Corp Parties' obligations under this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, will not require any consent, approval, authorization or permit of, or filing with or notification to any governmental entity, except pursuant to the HSR Act and where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, (a) would not, individually or in the aggregate, reasonably be expected to prevent the News Corp Parties from performing their respective obligations under this Agreement and the other Transaction Documents in any material respect and (b) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of H&FLLC or HNLLC. 4.10 Compliance with Other Instruments, Etc. As of the date of the -------------------------------------- Master Strategic Alliance Agreement, none of the News Corp Parties, H&FLLC or HNLLC is in violation of any term of (a) its charter, by-laws, limited liability company agreement or other organizational documents, (b) any material agreement or instrument, (c) any applicable law, ordinance, rule or regulation of any governmental entity or (d) any applicable order, judgement or decree of any court, arbitrator or governmental entity, the consequences of which violation, whether individually or in the aggregate, would be reasonably expected to have a material adverse effect on (i) the business, results of operations or financial condition of AHN/FIT Cable, AHN/FIT Internet, H&FLLC or HNLLC or (ii) the ability of the News Corp Parties, H&FLLC or HNLLC to perform their respective obligations under this Agreement and the other Transaction Documents. The execution, delivery and performance of this Agreement and the other Transaction Documents by the News Corp Parties will not result in any violation of or conflict with, constitute a default under, or require any consent under any term of the charter, bylaws or other organizational document of the News Corp Parties or any such agreement, instrument, law, ordinance, rule, regulation, order, judgement or decree or result in the creation of (or impose any obligation on the News Corp Parties to create) any Lien upon any of the properties or assets of the News Corp Parties, H&FLLC or HNLLC pursuant to any such term, except where such violation, conflict or default, or the failure to obtain such consent, individually or in the aggregate, would not be reasonably expected to have a material adverse effect on (i) the business, results of operations or financial condition of AHN/FIT Cable, AHN/FIT Internet, H&FLLC or HNLLC or (ii) the ability of the News Corp Parties to perform their respective obligations under this Agreement and the other Transaction Documents. 4.11 Governmental Licenses. Section 4.11 of the News Corp Schedules --------------------- is a complete list as of the date of the Master Strategic Alliance Agreement of all licenses, permits and other authorizations, including, without limitation, any temporary waiver or special temporary authorization, issued by the FCC, or any other federal, state or local governmental authority to HNLLC or AHN/FIT Cable, currently in effect and relating to or used or necessary in connection with the business or operations of The Health Network cable TV channel and the transmission of its programming as described in Section 4.13 below, together with any additions thereto (including renewals or modifications of such licenses, permits and authorization and applications therefore), including expiration dates (the "Licenses"). The Licenses constitute all of the licenses, permits and authorizations from the FCC or any other governmental authority that are required for the business or operation of The Health Network cable TV channel. Each License is valid and in full force and effect, unimpaired by any condition, and on the Closing Date HNLLC will be the authorized legal holder thereof. None of the Licenses is subject to a 11 pending renewal application or scheduled for renewal prior to the expiration date specified for each License. There is not pending, or to the News Corp Parties' knowledge, threatened any action by or before the FCC to revoke, cancel, rescind, modify or refuse to renew in the ordinary course any of the Licenses. There is not now pending, issued or outstanding or, to the News Corp Parties' knowledge, threatened by or before the FCC, any investigation, order to show cause, cease desist order, notice of violation, notice of apparent liability, or notice of forfeiture, petition or material complaint with respect to HNLLC, AHN/FIT Cable, The Health Network cable TV channel or the Licenses. To the News Corp Parties' knowledge, there is no reason which would prevent the Licenses from being renewed in the ordinary course and no other television station or communications facility is causing material interference with the transmission or the public reception of the transmissions, except as set forth in Section 4.11 of the News Corp Schedules. The Health Network cable TV channel is in all material respects being operated and maintained in accordance with the federal communications laws and the terms of the Licenses. 4.12 Title to Assets. Section 4.12(a) of the News Corp Schedules --------------- contains an accurate description of all real and personal property owned by AHN/FIT Cable and HNLLC, including The Health Network cable TV channel. Section 4.12(b) of the News Corp Schedules contains an accurate description of all real and personal property owned by AHN/FIT Internet and H&FLLC. On the Closing Date and except for the assets set forth in Section 4.12(c) of the News Corp Schedules (the "Galaxy Asset"), each of HNLLC and H&FLLC will have good and marketable title to, or leasehold interests in, all such assets, free and clear of any Liens, except (i) for Liens for taxes not yet due, (ii) for Liens imposed by law and incurred in the ordinary course of business for obligations not yet due to carriers, warehousemen, laborers, materialmen and the like, (iii) for Liens in respect of pledges or deposits under workers' compensation laws or similar legislation, (iv) for Liens outstanding and aggregating less than $500,000, (v) for Liens disclosed in the Financial Statements or the notes thereto, or incurred thereafter in the ordinary course of its business, (vi) for Liens incurred in the ordinary course of business for obligations to film and sound laboratories, (vii) for Liens incurred in the ordinary course of business for obligations to the Screen Actors' Guild of America, the Directors' Guild of America and/or any other collective bargaining guilds or unions having jurisdiction over any intellectual property owned or controlled by HNLLC, (viii) for Liens incurred in the ordinary course of business for obligations to completion guarantors in connection with the production of motion pictures, television programs or other productions or (ix) for distribution and other exploitation rights and licenses heretofore granted by HNLLC or AHN/FIT Cable to third persons with respect to any intellectual property owned or controlled by HNLLC. Except as set forth in Section 4.12(d) of the News Corp Schedules, on the Closing Date (i) HNLLC will own all of the assets necessary for the lawful operation of The Health Network cable TV channel as currently operated and (ii) H&FLLC will own all of the assets necessary for the lawful operation of the internet site dedicated to health and fitness programming as currently operated. 4.13 Transmission Facilities. Fox transmits all programming for The ----------------------- Health Network cable TV channel from its facilities located in Los Angeles, CA, by means of an earth station transmitting antenna (an "uplink"). The uplink facility transmits the programming signal to a transponder on an orbiting satellite, which in turn retransmits the signal to cable systems operators, DBS services and other alternative delivery services. Programming is transmitted using two separate "feeds" (one for the eastern, central and certain mountain time zones and another for all other mountain time zones and the pacific time zones) which are compressed and transmitted to one satellite transponder. Fox leases the transponder for these two feeds from PanAmSat. These leased transponders have "protected" status. "Protected" status means that should the transponder fail, service will be transferred, subject to availability, to a spare transponder and, if one is not available, then to a transponder with "preemptable" status on the same satellite or on another satellite owned by the same seller or lessor, 12 subject to certain limitations. "Preemptable" status means that the transponder can be preempted in the event of a failure of a "protected" transponder. The expected remaining useful life of the orbiting satellite transmission facilities described above is eight years from the date of the Master Strategic Alliance Agreement and Fox has all necessary rights to such facilities for the balance of such useful life and has transferred to HNLLC such rights and any related renewal rights with respect to the future transmission of programming for The Health Network cable TV channel. 4.14 Material Contracts and Commitments. ---------------------------------- 4.14.1 Section 4.14.1 of the News Corp Schedules sets forth a list of all those currently effective contracts and agreements (written or oral) to which AHN/FIT Cable, AHN/FIT Internet, H&FLLC, HNLLC or The Health Network cable TV channel is a party and contracts to which any of the News Corp Parties is a party which relate to AHN/FIT Cable, AHN/FIT Internet, H&FLLC, HNLLC or The Health Network cable TV channel (collectively, the "Contracts"), true and, except as noted on the Schedule, complete copies of which have been made available to Healtheon/WebMD. 4.14.2 (a) each of the Contracts is a valid and binding agreement of the News Corp Parties, H&FLLC or HNLLC, as applicable; and (b) there has not occurred any material default under any of the Contracts on the part of the News Corp Parties, H&FLLC or HNLLC, as applicable, or, to the best knowledge of the News Corp Parties, on the part of any other party thereto, which would have a material adverse effect on the business or operations of AHN/FIT Cable, AHN/FIT Internet, HNLLC or H&FLLC. 4.14.3 Section 4.14 of the News Corp Schedules includes a true and complete list as of the date of the Master Strategic Alliance Agreement of the contracts between AHN/FIT Cable and the top 20 cable and satellite carriers relating to carriage of The Health Network cable TV channel (determined by reference to subscriber count as of the most recent practicable dates) (the "Affiliation Agreements"). Section 4.14.3 of the News Corp Schedules also includes (i) the term of the Affiliation Agreements, (ii) the per subscriber amount, if any, of any launch fees paid or similar payments made by AHN/FIT Cable (or its predecessors) to such cable or satellite carrier in connection with the execution of the Affiliation Agreements, and (iii) the per subscriber amount, if any, of any fees paid by AHN/FIT Cable (or its predecessors) to such cable or satellite carrier during the term of the Affiliation Agreements, including, without limitation, monthly or quarterly marketing payments. As of the date of the Master Strategic Alliance Agreement, none of the News Corp Parties or HNLLC has received any notice (written or oral) that any such cable carrier (a) has canceled or terminated, or has a specific intention to cancel or terminate, any Affiliation Agreement or (b) has a specific intention to effect a planned reduction in the number of subscribers covered by such Affiliation Agreement other than reductions which would not reasonably be expected to have a material adverse effect on the business, results of operations, financial condition or prospects of AHN/FIT Cable or HNLLC. There exists no breach of or default under any of the "most favored nation" clauses contained in such Affiliation Agreements, except for breaches or defaults which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of AHN/FIT Cable, AHN/FIT Internet, H&FLLC or HNLLC. 4.15 Service Mark. Section 4.15(a) of the News Corp Schedules sets ------------ forth in summary form the nature and extent of the intellectual property rights of AHN/FIT Cable and HNLLC in connection with The Health Network cable TV channel (the "HNLLC Intangibles"). Section 4.15(b) of the News Corp Schedules sets forth in summary form the nature and extent of the intellectual property rights of 13 AHN/FIT Internet and H&FLLC in connection with Internet site or sites (the "Internet Intangibles"). AHN/FIT Cable and HNLLC owns or has adequate rights in the HNLLC Intangibles and with respect to the mark, "The Health Network" in the United States. AHN/FIT Internet and H&FLLC holds the Internet domain names listed on Section 4.15(b) of the News Corp Schedules and has obtained all available legal rights to use such names (as domain names) in its business throughout the world and to preclude use of such domain names by others, which domain names are subject to no Liens. Section 4.15(a) of the News Corp Schedules is a complete list of all HNLLC Intangibles that will be issued to or owned by HNLLC on the Closing Date, all of which are valid and uncontested and copies of all documents evidencing all HNLLC Intangibles have been made available to Healtheon/WebMD. Section 4.15(b) of the News Corp Schedules is a complete list of all Internet Intangibles that will be issued to or owned by H&FLLC on the Closing Date, all of which are valid and uncontested and copies of all documents evidencing all Internet Intangibles have been made available to Healtheon/WebMD. The HNLLC Intangibles include all intangible assets necessary or used to operate The Health Network cable TV channel as currently operated. The Internet Intangibles include all intangible assets necessary or used to operate AHN/FIT Internet as currently operated. Except as set forth in Section 4.15(c) of the News Corp Schedules, neither the News Corp Parties, H&FLLC nor HNLLC has received any notice or demand alleging that H&FLLC, HNLLC, AHN/FIT Internet or AHN/FIT Cable, or any part thereof, is infringing upon any copyrights, trademarks, trade names, service marks, service names, common law right or literary, dramatic, musical or motion picture right or similar intellectual property rights owned by any other person. Neither H&FLLC, HNLLC, AHN/FIT Internet nor AHN/FIT Cable has granted, assigned, mortgaged, pledged or hypothecated any right, title or interest of any kind whatsoever in or to the Internet Intangibles or the HNLLC Intangibles. 4.16 Subscribers. As of November 1, 1999, there were 13.5 million ----------- Subscribers to The Health Network cable TV channel. For the purposes hereof, "Subscriber" shall mean as of any date a multichannel video subscriber capable of receiving at least 24 hours per day, 7 days per week (subject to system failure) of The Health Network programming services. 4.17 Litigation; Compliance with Laws. As of the date of the Master -------------------------------- Strategic Alliance Agreement, there are no actions, suits, investigations or proceedings (adjudicatory or rulemaking) pending or, to the knowledge of the News Corp Parties, threatened against the News Corp Parties, H&FLLC or HNLLC or any of their respective properties in any court or before any arbitrator of any kind or before or by any governmental entity which relates to H&FLLC, HNLLC, AHN/FIT Internet, AHN/FIT Cable or The Health Network cable TV channel. Each of the News Corp Parties, H&FLLC and HNLLC is in compliance with all applicable laws, statutes, regulations, codes, ordinances or rules (including all applicable federal, state and local laws and regulations governing privacy on the Internet including but not limited to the requirements of the Children's Online Privacy Protection Act, P.L. 105-277 (1998)) which relate to H&FLLC, HNLLC, AHN/FIT Internet, AHN/FIT Cable or The Health Network cable TV channel, except where the failure to comply would not reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of HNLLC or H&FLLC. 14 4.18 Financial Statements. -------------------- 4.18.1 Attached to Section 4.18(a) of the News Corp Schedules is (i) the unaudited balance sheet as of September 26, 1999 and the related unaudited statements of operations and cash flows for the periods then ending for AHN/FIT Cable, (ii) the unaudited balance sheet as of June 27, 1999, December 31, 1998 and December 31, 1997 and the related unaudited statements of operations and cash flows for the periods then ending for AHN/FIT Cable, and (iii) the unaudited balance sheet as of June 27, 1999, December 31, 1998 and December 31, 1997 and the related unaudited statements of operations and cash flows for the periods then ending for Fit TV Partnership (collectively, the "Health Channel Financial Statements"). The Health Channel Financial Statements, including any related notes thereto (as of the dates thereof and for the periods covered thereby), (i) are prepared in accordance with United States GAAP (except as may be indicated in the notes thereto); (ii) are in accordance with the books and records of AHN/FIT Cable and Fit TV Partnership, which books and records are complete and accurate in all respects and have been maintained in accordance with reasonable business practices; and (iii) fairly present the financial position of AHN/FIT Cable and Fit TV Partnership as at the date thereof and the results of their operations and cash flows for the periods indicated, except that the Health Channel Financial Statements for the 3 months ended September 26, 1999 do not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material. 4.18.2 Attached to Section 4.18(b) of the News Corp Schedules is (i) the unaudited balance sheet as of September 26, 1999 and the related unaudited statements of operations and cash flows for the periods then ending for AHN/FIT Internet, and (ii) the unaudited balance sheet as of June 27, 1999, December 31, 1998 and December 31, 1997 and the related unaudited statements of operations and cash flows for the periods then ending for Fit TV Holdings, LLC ("TV Holdings") (collectively, the "Internet Financial Statements"). The Internet Financial Statements, including any related notes thereto (as of the dates thereof and for the periods covered thereby), (i) are prepared in accordance with United States GAAP (except as may be indicated in the notes thereto); (ii) are in accordance with the books and records of AHN/FIT Internet and TV Holdings, which books and records are complete and accurate in all respects and have been maintained in accordance with reasonable business practices; and (iii) fairly present the financial position of AHN/FIT Internet and TV Holdings as at the date thereof and the results of operations and cash flows of AHN/FIT Internet and TV Holdings for the periods indicated, except that the Internet Financial Statements for the 3 months ended September 26, 1999 do not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material. 4.19 No Undisclosed Liabilities. Neither HNLLC, H&FLLC, AHN/FIT Cable -------------------------- nor AHN/FIT Internet has any liabilities, obligations or commitments of any nature (whether absolute, accrued, contingent or otherwise), matured or unmatured (herein "Liabilities"), except (a) Liabilities that were disclosed or provided for in the Health Channel Financial Statements or the Internet Financial Statements, or (b) Liabilities which have been incurred in the ordinary course of business consistent with past practice since June 27, 1999. 4.20 Agreements with Related Parties. Other than as set forth in ------------------------------- Section 4.20 of the News Corp Schedules, as of the date of the Master Strategic Alliance Agreement neither the News Corp Parties nor any of their Affiliates is a party to any agreement with AHN/FIT Cable, AHN/FIT Internet, HNLLC or H&FLLC providing for the payment of an amount or amounts in excess of $25,000 in the aggregate. 15 5. MISCELLANEOUS. 5.1 Governing Law. This Agreement shall be governed by and ------------- construed under the laws of the State of Delaware, without regard to its principles of conflicts of laws. 5.2. Survival. The representations, warranties, covenants and -------- agreements made in this Agreement shall survive any investigation made by any party hereto and the consummation of the transactions contemplated hereby. 5.3. Assignment. This Agreement may not be assigned by any party ---------- hereto, except as otherwise expressly provided herein. 5.4. Entire Agreement; Amendment; Waiver. This Agreement, the other ----------------------------------- Transaction Documents and the other documents delivered pursuant hereto and thereto constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Neither the Transaction Documents nor any term thereof may be amended, waived, discharged or terminated except by a written instrument signed by the News Corp Parties and Healtheon/WebMD. 5.5. Notices. All notices or other communications which are required ------- or permitted under this Agreement shall be in writing and sufficient if delivered by hand, by facsimile transmission, by registered or certified mail, postage pre-paid, or by courier or overnight carrier, to the persons at the addresses set forth below (or at such other address as may be provided hereunder), and shall be deemed to have been delivered as of the date so delivered: If to Healtheon/WebMD: Healtheon/WebMD Corporation 400 The Lenox Building 3399 Peachtree Road Atlanta, Georgia 30326 Attention: W. Michael Heekin, Esq. Healtheon/WebMD Corporation 4600 Patrick Henry Road Santa Clara, California 95054 Attention: Jack Dennison, Esq. With a copy to: Nelson Mullins Riley & Scarborough, L.L.P. Bank of America Corporate Center Suite 2600 100 North Tryon Street Charlotte, North Carolina 28202 Attention: H. Bryan Ives III, Esq. C. Mark Kelly, Esq. If to the News Corp Parties: The News Corporation Limited c/o News America Incorporated 1211 Avenue of the Americas New York, New York 10036 Facsimile (212) 768-2029 Attention: Arthur M. Siskind, Esq. 16 With a copy to: Squadron, Ellenoff, Plesent & Sheinfeld, LLP 551 Fifth Avenue New York, New York 10176 Facsimile (212) 697- 6686 Attention: Joel I. Papernik, Esq. or at such other address as any party shall have furnished to the other parties in writing. 5.6. Agent's Fees. Each party (i) represents and warrants that it has ------------ retained no finder or broker in connection with the transactions contemplated by this Agreement and (ii) hereby agrees to indemnify and to hold the other party harmless of and from any liability for commissions or compensation in the nature of an agent's, finder's or broker's fee to any broker or other person or firm (and the cost and expenses of defending against such liability or asserted liability) for which said party is responsible. 5.7. Expense. Each party shall bear its own expenses and legal ------- fees (and expenses and disbursements of its legal counsel) incurred on its behalf with respect to this Agreement. 5.8 Construction of Certain Terms. The titles of the articles, ----------------------------- sections, and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 5.9 Counterparts. This Agreement may be executed in any number of ------------ counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 5.10 Facsimile Signature. Facsimile signatures shall be considered ------------------- original signatures for purposes of execution and enforcement of the rights delineated in this Agreement. 5.11 Remedies Cumulative; Waiver. No remedy referred to in this --------------------------- Agreement or in any exhibit thereto is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to a party at law or in equity. No express or implied waiver by any party of any default shall be a waiver of any future or subsequent default. The failure or delay of any party in exercising any rights granted it in this Agreement shall not constitute a waiver of any such right and any single or partial exercise of any particular right by such party shall not exhaust the same or constitute a waiver of any other right provided herein. 5.12. Timely Performance. Time is of the essence as to the ------------------- performance of the obligations required of the respective parties under this Agreement and the other Transaction Documents. 5.13. Severability. In the event any one or more of the provisions ------------ contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 5.14 Indemnification. --------------- 5.14.1 The News Corp Parties, jointly and severally, shall indemnify and hold harmless Healtheon/WebMD (and Healtheon/WebMD's affiliates, and its and their respective directors, 17 officers, employees, agents, successors, assigns and licensees) (collectively, "Healtheon/WebMD Indemnified Parties") from and against all losses, costs, liabilities and expenses (including, without limitation, reasonable attorneys' fees, court costs and any judgment and settlement payments) or claims suffered by, incurred by or imposed upon Healtheon/WebMD Indemnified Parties by reason of any (i) breach by the News Corp Parties of any of their representations, warranties, undertakings and covenants hereunder or (ii) imposition of any withholding taxes in connection with the issuance of the Purchased Shares pursuant to the Transaction Documents. 5.14.2 Healtheon/WebMD, H/W Cable Sub and H/W Internet Sub, jointly and severally, shall indemnify and hold harmless the News Corp Parties (and their affiliates, and their respective directors, officers, employees, agents, successors, assigns and licensees) (collectively, the "News Corp Indemnified Parties") from and against all losses, costs, liabilities and expenses (including, without limitation, reasonable attorneys' fees, court costs and any judgement and settlement payments) or claims suffered by, incurred by or imposed upon the News Corp Indemnified Parties by reason of any breach by Healtheon/WebMD of any of its representations, warranties, undertakings and covenants hereunder. 5.14.3 The parties seeking indemnification under Section 5.14 deliver written notice to the party or parties required to provide indemnification, setting forth in detail the factual basis for indemnification and the amount thereof, or a good faith estimate thereof, sought to be indemnified (the "Indemnification Notice"). The indemnified party or parties shall use its or their best efforts to provide in its or their Indemnification Notice sufficient detail to enable the indemnifying party or parties to evaluate the claim. Except with respect to Indemnification Claims covered by Section 5.14.6 (which relates to third party claims), within 30 days (the "Objection Period") of the date such Indemnification Notice is given, the indemnifying party shall respond to the Indemnification Notice. The indemnifying party shall be entitled to cure any default which is capable of cure during the Objection Period, and the amount of the claim for indemnification contained in the Indemnification Notice shall be reduced by the amount of the damages mitigated by cure. If the indemnifying party or parties agree in writing during the Objection Period to accept any of the claims included in the Indemnification Notice, such party shall promptly pay the amounts so agreed upon. In all other cases, the indemnified party or parties and the indemnifying party or parties shall use their respective good faith reasonable efforts to resolve the dispute within 60 days of the date such Indemnification Notice is given (the "Settlement Period"). If the dispute is not resolved within the Settlement Period, the parties shall be free to commence litigation to enforce their rights to indemnification under Section 5.14; provided, however, that if such litigation has not been commenced on or prior to twelve months following the date such Indemnification Notice is given, all rights of the indemnified party or parties to indemnification with respect to the matters set forth in that Indemnification Notice shall be deemed to have been irrevocably waived and released by the indemnified party or parties, and shall terminate and expire. 5.14.4 Notwithstanding any provisions of Section 5.14 to the contrary, Healtheon/WebMD's rights to indemnification for breaches of the representations, warranties and covenants contained in Section 4 (other than Sections 4.4, 4.6 and 4.12) shall be available only if Healtheon/WebMD delivers an Indemnification Notice with respect to such claim prior to the date which is 24 months after the date of this Agreement (the "Section 5.14.4 Indemnification Period"). The rights of Healtheon/WebMD to indemnification under Section 5.14 relating to any other representation, warranty or covenant of the News Corp Parties shall not be subject to the Section 5.14.4 Indemnification Period. 18 5.14.5 Notwithstanding any provisions of Section 5.14 to the contrary, the News Corp Parties' rights to indemnification for breaches of the representations and warranties contained in Section 3 (other than Sections 3.3 and 3.7) shall be available only if one of the News Corp Parties deliver an Indemnification Notice with respect to such claim prior to the date which 24 months after the date of this Agreement (the "Section 5.14.5 Indemnification Period"). The rights of the News Corp Parties, as applicable, to indemnification under Section 5.14 relating to any other representation or warranty of Healtheon/WebMD shall not be subject to the Section 5.14.5 Indemnification Period. 5.14.6 If any of the indemnified parties is made or threatened to be made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third person for the liability under which or the costs or expenses of which any of the indemnified parties is entitled to be indemnified pursuant to Section 5.14 (any such third party action or proceeding being referred to as an "Indemnification Claim"), the indemnified party or parties shall give prompt notice thereof to the indemnifying party; provided that the failure to give such notice shall not affect the indemnified party or parties' ability to seek indemnification hereunder unless such failure has materially and adversely affected the indemnifying party or parties' ability to prosecute successfully an Indemnification Claim. Each indemnified party shall permit the indemnifying party, at its own expense, to assume the defense of any such claim or any litigation to which this Section 5.14 may be applicable, by counsel reasonably satisfactory to the indemnified party or parties; provided, that the indemnified party or parties shall be entitled at any time, at its or their own cost and expense (which expense shall not be recoverable from the indemnifying party unless the indemnifying party is not adequately representing or, because of a conflict of interest, may not adequately represent, the parties' interests), to participate in such claim, action or proceeding and to be represented by attorneys of its or their own choosing. If the indemnified party or parties elects to participate in such defense, such party or parties will cooperate with the indemnifying party in the conduct of such defense. The indemnified party or parties may not concede, settle or compromise any Indemnification Claim without the consent of the indemnifying party. The indemnifying party, in the defense of any such claim or litigation, shall not, except with the approval of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party or parties of a full and complete release from all liability in respect to such claim or litigation. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 19 IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the day and year first above written. HEALTHEON/WEBMD CORPORATION By: ------------------------------------------- Its: ----------------------------------- HEALTHEON/WEBMD CABLE CORPORATION By: ------------------------------------------- Its: ----------------------------------- HEALTHEON/WEBMD INTERNET CORPORATION By: ------------------------------------------- Its: ----------------------------------- FOX ENTERTAINMENT GROUP, INC. By: ------------------------------------------- Its: ----------------------------------- FOX BROADCASTING COMPANY By: ------------------------------------------- Its: ----------------------------------- EASTRISE PROFITS LIMITED By: ------------------------------------------- Its: ----------------------------------- AHN/FIT CABLE, LLC By: ------------------------------------------- Its: ----------------------------------- AHN/FIT INTERNET, LLC By: ------------------------------------------- Its: ----------------------------------- The undersigned, by its signature below, hereby unconditionally guarantees the full and prompt payment and performance of all Liabilities of the News Corp Parties set forth in this Agreement. This is a guaranty of payment and not of collection. News Corp hereby waives the right to require Healtheon/WebMD to proceed against the News Corp Parties or any other person or to require Healtheon/WebMD to pursue any other remedy or enforce any other right. THE NEWS CORPORATION LIMITED By: ------------------------------------------- Its: ----------------------------------- EX-99.B 3 CERTIFICATE OF DESIGNATION EXHIBIT B CERTIFICATE OF DESIGNATIONS OF SERIES A PAYMENT-IN-KIND PREFERRED STOCK OF HEALTHEON/WEBMD CORPORATION (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) Healtheon/WebMD Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation (the "Board of Directors"): Resolved, that pursuant to the authority expressly granted to and vested in the Board of Directors by the Tenth Amended and Restated Certificate of Incorporation of the Corporation (as amended from time to time, the "Certificate of Incorporation"), there hereby is created, out of the 5,000,000 shares of preferred stock, par value $.0001 per share, of the Corporation authorized in Article IV of the Certificate of Incorporation (the "Preferred Stock"), a series of Preferred Stock consisting of 213,000 shares, which series shall have the following powers, designations, preferences and relative, participating, optional and other rights, and the following qualifications, limitations and restrictions (in addition to the powers, designations, preferences and relative, participating, optional and other rights, and the qualifications, limitations and restrictions, stated in the Certificate of Incorporation as applicable to the Preferred Stock): "1. Designation. The shares of such series created hereby shall be designated as the "Series A Payment-in-Kind Preferred Stock" (referred to herein as the "Series A Preferred Stock"), and the authorized number of shares constituting such series shall be 213,000. The par value of the Series A Preferred Stock shall be $.0001 per share. The face amount of each share of Series A Preferred Stock shall be $5,000.00 (the "Face Amount"). The Series A Preferred Stock shall not be subject to any sinking fund or mandatory redemption provision. 2. Priority. The Series A Preferred Stock, whether now or hereafter issued, shall, with respect to dividend rights (other than the right to receive additional shares of Series A Preferred Stock pursuant to Section 3) and rights on liquidation, winding up or dissolution, whether voluntary or involuntary, rank (i) on a parity with the common stock, par value $.0001 per share (the "Common Stock"), of the Corporation and with any other series of Preferred Stock established hereafter by the Board of Directors the terms of which shall specifically provide that such series shall rank on a parity with the Series A Preferred Stock with respect to dividend rights and rights on liquidation, winding up or dissolution, (ii) junior to any series of Preferred Stock established hereafter by the Board of Directors the terms of which shall specifically provide that such series shall rank senior to the Series A Preferred Stock with respect to dividend rights and rights on liquidation, winding up or dissolution and (iii) senior to any series of Preferred Stock established hereafter by the Board of Directors the terms of which shall specifically provide that such series shall rank junior to the Series A Preferred Stock with respect to dividend rights and rights on liquidation, winding up or dissolution. 3. Dividends. 3.1 General Obligation. When, as and if declared by the Board of Directors and to the extent permitted by the General Corporation Law of the State of Delaware, the Corporation shall pay preferential dividends to the holders of the shares of Series A Preferred Stock in the form of additional shares of Series A Preferred Stock as provided in this Section 3. Regardless of whether dividends are paid, dividends on each share of the Series A Preferred Stock outstanding from time to time shall accrue on a daily basis at the rate of 10.5% per annum computed on an amount with respect to each share equal to the Face Amount plus the amount of any accrued and unpaid dividends calculated from the date of initial issuance of such share through the most recently preceding Quarterly Dividend Reference Date. The "Quarterly Dividend Reference Dates" are each May 1, August 1, November 1 and February 1 occurring after the initial issuance of the first share of Series A Preferred Stock and on or prior to the Conversion Date (as defined below). Dividends shall be paid only by the issuance of additional shares of Series A Preferred Stock in an amount equal to (i) the accrued and unpaid dividend on any Quarterly Dividend Reference Date or on the Conversion Date (if the Conversion Date is not a Quarterly Dividend Reference Date) divided by (ii) the Face Amount of a share of Series A Preferred Stock. Dividends shall be paid only as and when declared by the Board of Directors to holders of record at the close of the Dividend Reference Dates with respect to which the dividend has been declared and certificates for such dividend shall be distributed to such holders on such distribution date within ten (10) days after such record date as the Board of Directors may establish. Dividends shall begin to accrue on shares of Series A Preferred Stock issued as dividends as of the day following the record date for their issuance regardless of the actual distribution of a certificate. All dividends that have been accrued but not declared shall continue to accrue and accumulate as provided herein. All dividends that have been accrued and declared shall be paid as provided herein and dividends on such shares shall begin to accrue as provided herein. Dividends under this Section 3 shall cease to accrue on the Conversion Date. The number of shares to be paid as a dividend pursuant to this Section 3 shall be rounded to the nearest 1/100,000th of a share. All shares of Series A Preferred Stock issued in payment of dividends hereunder shall be deemed issued and outstanding on the applicable record date, and will thereupon be duly authorized, validly issued, fully paid and nonassessable and free and clear of all liens and charges. The Corporation shall at all times reserve for issuance sufficient shares of Series A Preferred Stock to enable it to satisfy all dividends that may accrue hereunder. 3.2 Participation in Dividend Payments on Common Stock. In addition to all other amounts payable to the holders of the shares of Series A Preferred Stock under this Section 3, in the event the Corporation shall declare and pay a dividend upon the Common Stock (whether payable in cash, securities of other Persons, evidences of indebtedness issued by the Corporation or other Persons, assets, or options or rights to purchase any such securities or evidences of indebtedness) other than in shares of Common Stock, the holders of the shares of Series A Preferred Stock shall be entitled to participate with the holders of Common Stock in any such dividend payment (as if a Conversion had occurred on the date immediately prior to the record date for such dividend payment). 4. Voting. In addition to any voting rights provided for elsewhere herein, in the Certificate of Incorporation and by law, the following provisions shall apply with regard to voting by the holders of Series A Preferred Stock: 4.1. In General. Each share of Series A Preferred Stock shall be entitled to a number of votes equal to the number of shares of Common Stock that would be owned by the holder of such share of Series A Preferred Stock if the Conversion Date had occurred on the date immediately prior to the record date for such vote. Except as otherwise provided for herein, in the Certificate of 2 Incorporation or by law, each share of Series A Preferred Stock shall be entitled to vote together with the holders of the Common Stock, on each matter as to which the holders of the Common Stock are entitled to vote, as if the Series A Preferred Stock and the Common Stock were one class of capital stock and a Conversion had occurred. 4.2. When Class Vote Required. The Corporation shall not without first obtaining the affirmative vote or consent of the holders of a least 90% of the shares of Series A Preferred Stock at the time outstanding, voting as a class, (i) alter or change the rights, preferences or privileges of the Series A Preferred Stock, (ii) take any action that would result in an adverse effect on the rights, preferences or privileges of the Series A Preferred Stock (other than an action which affects all capital stock of the Corporation in a similar manner), or (iii) authorize any additional Series A Preferred Stock. 5. Conversion into Common Stock. 5.1. Automatic Conversion. Upon the earlier to occur of (i) the liquidation, dissolution or winding up, whether voluntary or involuntary, of the Corporation, (ii) immediately prior to the consummation of any transaction resulting in a Change of Control of the Corporation, (iii) the first Business Day following written notice by the Corporation to the holders of the Series A Preferred Stock that the Board of Directors has resolved to cause a Conversion of the Series A Preferred Stock, or (iv) January 26, 2003 (the "Third Anniversary") (the date on which the earliest of such events occurs is referred to herein as the "Conversion Date"), each share of Series A Preferred Stock outstanding shall be converted automatically (a "Conversion"), without any requirement of notice or any other action on the part of the Corporation, any holder of Series A Preferred Stock or any other Person, into (a) 100 shares of Common Stock (100 is referred to herein as the "Conversion Rate," as may be adjusted from time to time), plus (b) that number of shares of Common Stock equal to the dollar amount of any accrued and declared dividends with respect to such share pursuant to Section 3 above computed through the Conversion Date divided by the Face Amount and multiplied by the Conversion Rate, plus, if the Conversion Date is not the Third Anniversary, (c) the Early Conversion Premium Amount divided by the Face Amount and multiplied by the Conversion Rate. The "Early Conversion Premium Amount" shall equal interest on the Face Amount at 10.5% per annum compounded on each Dividend Reference Date from the day following the Conversion Date through the Third Anniversary. The number of shares of Common Stock into which the Series A Preferred Stock is convertible shall be subject to adjustment as described in Section 5.5. The Corporation shall not issue fractions of shares of Common Stock upon conversion of the Series A Preferred Stock. If any fraction of a share of Common Stock would be issuable upon conversion of the Series A Preferred Stock, then the Corporation shall, in lieu thereof, pay to the Person entitled thereto an amount in cash equal to the current market price of such fraction of a share of Common Stock, calculated to the nearest 1/100,000th of a share, to be computed on the Conversion Date. 5.2. Procedures. Upon the conversion of the Series A Preferred Stock, the holders of the Series A Preferred Stock shall deliver the certificate or certificates therefor to the principal office of the Corporation or to a conversion agent designated by the Corporation accompanied by instruments of transfer in form reasonably satisfactory to the Corporation or to such conversion agent, duly executed by the registered holder or his duly authorized attorney, as well as transfer taxes, stamps or funds therefor, or evidence of payment thereof, if required by Section 5.3. The automatic conversion of any outstanding shares of Series A Preferred Stock into Common Stock shall be deemed to have occurred upon the Conversion Date regardless of the delivery of certificates or other instruments and the Persons entitled to receive shares of Common Stock issuable upon conversion shall be treated for all 3 purposes as the record holders of such shares at and from the Conversion Date; provided, however, that the Corporation may defer the payment of any dividend or other distribution with respect to such Common Stock until such deliveries have been made. 5.3. Taxes. Upon the conversion of the Series A Preferred Stock, the Corporation shall pay any documentary, stamp or similar issue or transfer tax due on the issuance of the Common Stock upon conversion, but the holder shall pay to the Corporation the amount of any tax that is due (or shall establish to the satisfaction of the Corporation payment thereof) if the shares are to be issued in a name other than the name of such holder. 5.4. Reservation of Shares. The Corporation shall at all times reserve and keep available, out of its authorized but unissued shares of Common Stock, enough shares of Common Stock to issue all shares of Common Stock issuable upon conversion of the Series A Preferred Stock and shall at all times maintain any legally required capital or surplus to effectuate the foregoing. All shares of Common Stock that may be issued upon conversion of shares of Series A Preferred Stock shall be, when so issued, validly issued, fully paid and nonassessable. In order that the Corporation may issue shares of Common Stock upon conversion of shares of Series A Preferred Stock, the Corporation shall comply with all applicable federal and state securities laws. 5.5. Adjustments to Conversion Rate. The conversion rate in effect at any time shall be subject to adjustment from time to time as follows: 5.5.1. Adjustments for Stock Splits, Stock Dividends, Etc. If the Corporation (1) pays a dividend in shares of the Common Stock to holders of the Common Stock, (2) makes distributions in shares of Common Stock to holders of the Common Stock, (3) subdivides the outstanding shares of Common Stock into a greater number of shares of Common Stock, (4) combines the outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (5) takes action resulting in a similar effect upon the Common Stock, then, and in every such case, the Conversion Rate in effect immediately prior to such action shall be adjusted to equal the Conversion Rate in effect immediately prior to such action multiplied by a fraction, the numerator of which is the number of issued and outstanding shares of Common Stock immediately following such action and the denominator of which is the number of issued and outstanding shares of Common Stock immediately prior to such action. An adjustment made pursuant to this Section 5.5.1 shall become effective on the record date in the case of a dividend or distribution and on the effective date in the case of a subdivision or combination. 5.5.2. Adjustments for Other Distributions. If the Corporation distributes pro rata to all holders of the Common Stock shares of any class of capital stock (excluding the Common Stock), or options, rights or warrants to acquire any class of capital stock (including the Common Stock), or cash or other assets of the Corporation (excluding capital stock of the Corporation held in its treasury), then, and in any such case, the holder of each share of Series A Preferred Stock shall be entitled to receive, at the time such distribution is made, the capital stock, options, rights, warrants, cash or other assets so distributed as if such holder had owned the number of shares of Common Stock that such holder would have owned at the time of such distribution if the Conversion Date had occurred immediately prior to the record date for such distribution. Such adjustment shall become effective on the record date for determination of the holders of Common Stock entitled to receive the distribution. 5.6. Computations. All calculations under this Section 5 shall be made to the nearest 1/100,000th of a share. 4 5.7. Shares Other Than Common Shares. If, as result of any adjustment made pursuant to Section 5.5, the holder of any share of Series A Preferred Stock thereafter surrendered for conversion shall become entitled to receive any shares of capital stock of the Corporation other than shares of Common Stock, then the number of such other shares so receivable upon conversion of any shares of the Series A Preferred Stock shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in this Section 5. 5.8. Notice of Conversion Rate Change. Whenever the conversion rate is adjusted, the Corporation shall promptly mail to all holders of record of shares of the Series A Preferred Stock a notice of the adjustment. 5.9. Equivalent Conversion. If any of the following occurs, namely: (i) any reclassification of, or change in, outstanding shares of capital stock of the class issuable upon conversion of the Series A Preferred Stock (other than a change in name, or par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or (ii) any consolidation, merger, share exchange or similar transaction (other than events that would constitute a liquidation for purposes of Section 5.1 or a Change of Control) to which the Corporation is a party and which does not result in any reclassification of, or change in (other than a change in name, or par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), outstanding shares of such capital stock, then the Corporation or the successor corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, share exchange or other transaction, provide in its certificate of incorporation or other charter document that each share of the Series A Preferred Stock shall be convertible into the number and class of shares of capital stock that would have been issuable upon conversion of such share of Series A Preferred Stock if the Conversion Date had occurred immediately prior to such reclassification, change, consolidation, merger, share exchange or other transaction. Such certificate of incorporation or other charter document shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5. If this Section 5.9 applies, then Section 5.5.1 shall not apply. If, in the case of any such reclassification, change, consolidation, merger, share exchange or other transaction, the stock or other securities and property (including cash) receivable thereupon by a holder of the capital stock issuable upon conversion of the Series A Preferred Stock includes shares of capital stock or other securities and property of an entity other than the Corporation or the successor corporation in such reclassification, change, consolidation, merger, share exchange or other transaction, then the certificate of incorporation or other charter document of such other entity shall contain such additional provisions to protect the interests of the holders of shares of the Series A Preferred Stock as the Board of Directions shall reasonably consider necessary by reason of the foregoing, which provisions shall be subject to approval by the affirmative vote or consent of holders of at least 90% of the shares of the then-outstanding Series A Preferred Stock, which approval shall not be unreasonably withheld. The provisions of this Section 5.9 shall similarly apply to successive reclassifications, changes, consolidations, mergers, share exchanges or other transactions. 6. Restrictions on Transfer. Each holder of shares of Series A Preferred Stock or shares of Common Stock issued upon conversion of the Series A Preferred Stock (the shares of Series A Preferred Stock and the shares of Common Stock issued upon conversion of the Series A Preferred Stock are referred to collectively as the "Subject Stock") hereby expressly covenants and agrees as follows: 5 6.1. In General. Until the termination provided for in Section 6.5 below, such holder shall not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Subject Stock or any securities convertible into or exercisable or exchangeable for Subject Stock (including, without limitation, shares of Subject Stock or securities convertible into or exercisable or exchangeable for Subject Stock which may be deemed to be beneficially owned by such holder in accordance with the rules and regulations of the Securities and Exchange Commission) or (ii) enter into any swap or other hedging arrangement that transfers all or a portion of the economic consequences associated with the ownership of any Subject Stock (regardless of whether any of the transactions described in clause (i) or clause (ii) is to be settled by the delivery of Subject Stock, or such other securities, in cash or otherwise (each action described herein is referred to as a "Transfer"). Notwithstanding any provision of this Section 6 to the contrary, a holder of Subject Stock may Transfer such Subject Stock to The News Corporation Limited or to any Affiliate of The News Corporation Limited. 6.2. Effect of Attempted Transfer. Any attempt to Transfer in violation of this Section 6 shall be null and void and shall be deemed to be in violation hereof, and neither the Corporation nor the Corporation's transfer agent shall give any effect in the share transfer records of the Corporation to any such attempt to Transfer. 6.3. Legends. In addition to any other legends required by law or in the opinion of counsel to the Corporation, the certificates evidencing shares of Subject Stock shall bear a legend in substantially the following form: "THE SALE, PLEDGE, HYPOTHECATION OR OTHER TRANSFER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS FURTHER RESTRICTED BY PROVISIONS OF THE CERTFICIATE OF DESIGNATIONS OF THE SERIES A PAYMENT-IN-KIND PREFERRED STOCK CONTAINED IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION, A COPY OF WHICH WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE BY THE CORPORATION UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS." 6.4. "Stop Transfer" Instructions. A notation will be made in the share transfer records of the Corporation and "stop transfer" instructions will be issued with respect to the shares of Subject Stock so as to restrict the resale, pledge, hypothecation or other transfer thereof, subject to the terms hereof. 6.5. Termination of Transfer Restrictions. The provisions of this Section 6 shall continue in full force and effect until the earlier to occur of (i) one year after the consummation of a Change of Control of the Corporation, (ii) the liquidation, dissolution or winding up, whether voluntary or involuntary, of the Corporation or (iii) the Third Anniversary. 6 7. Other Definitions. "Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly controls, or is under common control with, or is owned or controlled by, the specified Person. For purposes of this definition, (i) "control" means, with respect to any specified Person, either (x) the beneficial ownership of 20% or more of any class of equity securities issued by such Person or (y) the power to direct the management and policies of the specified Person through the ownership of voting securities or other equity interests, by contract or otherwise, and (ii) the terms "controlling," "control with" and "controlled by," etc., shall have meanings correlative to the foregoing. "Business Day" means any day other than a Saturday, Sunday or other day on which banks are authorized or required to close by law or executive order in Atlanta, Georgia. "Change of Control" means (i) the merger, consolidation or other business combination of the Corporation with or into another corporation or the merger of another corporation (other than the Corporation or a wholly-owned direct or indirect subsidiary of the Corporation) with or into the Corporation with the effect that, immediately after such transaction, the stockholders of the Corporation immediately prior to such transaction or series of transactions hold less than a majority of the total voting power entitled to vote in the election of directors, managers or trustees of the Person surviving such transaction or series of transactions or (ii) the acquisition by any Person or group of related Persons by way of merger, sale, transfer, consolidation or other business combination or acquisition, of (x) all or substantially all of the assets, property or business of the Corporation or (y) more than 35% of the total voting power entitled to vote in the election of directors, managers or trustees of the Corporation or such other Person as survives the transaction, unless in each case the stockholders of the Corporation immediately prior to such transaction hold immediately after such transaction 65% or more of the total voting power entitled to vote in the election of directors, managers or trustees of such Person. "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. [SIGNATURES FOLLOW ON THE NEXT PAGE] 7 In Witness Whereof, the Corporation has caused this Certificate of Designations to be signed by its authorized officers, this 25th day of January, 2000. Healtheon/WebMD Corporation By: ------------------------------- Name: Title: Attest: By: ---------------------------- Name: Title: 8 EX-99.C 4 POWER OF ATTORNEY EXHIBIT C POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Arthur M. Siskind the undersigned's true and lawful attorney-in- fact to: (1) execute for and on behalf of the undersigned, (a) the Statement on Schedule 13D, or any amendments thereof, with respect to the ownership Healtheon/WebMD Corporation securities, and other documents in connection therewith, pursuant to Section 13(d) of the Securities Exchange Act of 1934 and the rules thereunder (together, the "Exchange Act"), (b) Forms 3, 4, and 5, or any amendments thereof, with respect to the ownership of Healtheon/WebMD Corporation securities pursuant to Section 16(a) of the Exchange Act, and (c) in each case, any successor Statement or Forms, or amendments thereof; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such amendment to the Statement on Schedule 13D or Form 3, 4, or 5 (or any amendment thereof) and file such documents with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in- fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever, requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as each of the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. Each of the undersigned acknowledges that such attorney-in-fact, in serving in such capacity at the request of each of the undersigned, is not assuming any of each of the undersigned's responsibilities to comply with Section 13 or Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any such amendment to the Statement on Schedule 13D or Forms 3, 4, and 5 (or successor Statements or Forms), unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 3rd day of February 2000. /s/ K. Rupert Murdoch --------------------------- K. Rupert Murdoch -----END PRIVACY-ENHANCED MESSAGE-----