8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 31, 2006

Date of Report (Date of earliest event reported)

WEBMD HEALTH CORP.

(Exact name of registrant as specified in its charter)

Delaware	0-51547	20-2783228
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification
incorporation)		No.)

111 Eighth Avenue
New York, New York 10011

(Address of principal executive offices, including zip code)

(212) 624-3700

(Registrant’s telephone number, including area code)

(Former name or address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     All statements contained in this Current Report on Form 8-K, other than statements of historical fact, are forward-looking statements, including those regarding: our guidance on future financial results and other projections or measures of our future performance; the amount and timing of the benefits expected for the agreements and transactions described in this Current Report, from new products or services, from future deployment of applications and from other potential sources of additional revenue. These statements are based on our current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different from those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: market acceptance of our products and services; relationships with customers or strategic partners; difficulties in integrating acquired businesses; conflicts or potential conflicts between our interests and those of other businesses of Emdeon, our parent company; and changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, and information technology industries. Further information about these matters can be found in our other Securities and Exchange Commission filings. We expressly disclaim any intent or obligation to update these forward-looking statements.

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-10.1 BUSINESS SERVICE AGREEMENT
EX-10.2 MARKETING AGREEMENT
EX-10.3 JOINT DEVELOPMENT AGREEMENT

Item 1.01. Entry into a Material Definitive Agreement

     Overview of Agreements Entered into between WebMD and Emdeon

     On January 31, 2006, WebMD Health Corp. and Emdeon Corporation, which currently owns approximately 85.8% of the outstanding voting securities of WebMD, entered into the agreements described below. Pursuant to these agreements, the parties have agreed to support each other’s product development and marketing of certain product lines, as more fully described below. WebMD will, in general, manage the product development and marketing of Emdeon’s and WebMD’s product lines in the following areas:

• online tools and applications that are displayed to physicians and consumers that provide “quality” ratings of providers and that analyze patient care (we refer to these types of applications as External Clinical Quality Applications); and

• online tools and applications that are displayed to end-user consumers, plan members and/or patients to assist in (a) communicating with, or viewing information from, providers or payers, (b) making informed benefit, provider and/or treatment choices, through access to content, personal health records, plan comparison tools, benefit comparison tools, cost treatment indicators, calculators, etc. or (c) managing and utilizing consumer-directed health plans and the related health savings accounts and other consumer directed financial accounts (we refer to all of these types of applications as Consumer-Directed Applications).

Emdeon may continue to develop and market products and services that are principally provided for internal use by healthcare payers and that provide clinical quality measures of physicians, hospitals and providers, and analytics and reporting to such payers on the quality of patient care (we refer to these types of applications as Internal Clinical Quality Services) and WebMD may develop and market its own Internal Clinical Quality Services and it may, but is not required to, sell Emdeon’s Internal Clinical Quality Services. The parties have also agreed to work together to try to develop certain other products and services.

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     We believe that the growing market for Consumer Directed Health Plans (referred to as CDHPs) and related Health Savings Accounts (referred to as HSAs) presents a significant future business opportunity for WebMD and that the agreements described below will help accelerate our progress in this market in several ways:

• Under CDHPs, consumers are required to assume greater responsibility for the financial impact of their personal healthcare decisions. Accordingly, consumers in CDHPs require tools that can assist them in making more informed decisions. In providing services that help meet those needs, we will have access to certain Emdeon services and capabilities that we believe will further enhance our services, including our services that provide comparative information on healthcare provider cost and quality.

• The agreements are expected to lead to new capabilities for data sharing that will enable WebMD and Emdeon to develop new services that facilitate appropriate payment to providers for their services, and inform patients of their financial responsibility for a specific procedure or treatment.

• Our agreement with Emdeon to market the WebMD CDHP/HSA offering to Emdeon’s health plan customers is expected to help accelerate WebMD’s market penetration of these new services.

     The summary of agreements contained in this Item 1.01 is qualified in its entirety by reference to the agreements themselves, copies of which are attached as Exhibits 10.1, 10.2 and 10.3 to this Current Report and which are incorporated by reference in this Item 1.01 in their entirety.

     Business Services Agreement. The terms of this agreement, which will remain in effect for 5 years unless terminated earlier in accordance with its terms, include the following:

• External Clinical Quality Applications. Emdeon will provide a perpetual license to WebMD of Emdeon’s External Clinical Quality Applications. In addition, WebMD will be permitted to develop, market and sell its own or other third party External Clinical Quality Applications. During the term of this Agreement, Emdeon will not provide External Clinical Quality Applications as stand-alone products other than through WebMD Health; provided, however, that Emdeon will be permitted to offer External Clinical Quality Applications to its potential or current payer customers in connection with the integration of External Clinical Quality Applications with other Emdeon core services. During the term of this agreement, WebMD will pay Emdeon a 20% royalty on net sales of Emdeon’s External Clinical Quality Applications (or, in particular instances, such other mutually agreed on royalty). In addition, if WebMD requires customization or incremental development of an Emdeon External Clinical Quality Application in connection with a potential sale, and/or if WebMD needs assistance in resolving a performance issue regarding an Emdeon External Clinical Quality Application, Emdeon will charge WebMD customary rates for such assistance. The pricing pursuant to which WebMD will make the Emdeon External Clinical Quality Applications available to an Emdeon customer will be competitive with the pricing it provides to other similar customers purchasing substantially the same products at the same volume/commitment levels. The provisions of the agreement do not apply to Emdeon’s electronic health record applications, products that provide for sending and receiving of prescriptions and lab results and other similar applications provided by Emdeon and reasonable extensions of such products. Upon termination of the agreement, Emdeon has agreed to provide WebMD with a copy of the underlying source code and documentation for the External Clinical Quality Applications so that WebMD may continue to use the perpetual license to such products.

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• Internal Clinical Quality Applications. Emdeon may make available to WebMD customers Emdeon’s Internal Clinical Quality Services for integration with WebMD’s products and services. The pricing pursuant to which Emdeon will make Emdeon’s Internal Clinical Quality Services available to WebMD customers will be competitive with the pricing it provides to other similar customers purchasing substantially the same products at the same volume/commitment levels. WebMD may also develop and sell its own Internal Clinical Quality Services or license and work with third parties for such services. Emdeon will pay WebMD a 10% sales commission on net sales of Emdeon’s Internal Clinical Quality Services by WebMD.

• Consumer-Directed Applications. Emdeon has, in general, agreed that WebMD will manage the product development and marketing of Consumer-Directed Applications and that, except as described below, Emdeon will not make such applications available itself or through a third party, other than in conjunction with WebMD.

• If Emdeon identifies a need for a Consumer-Directed Application in order to support a business requirement related to the marketing of its core services, Emdeon will first present WebMD with the opportunity to meet Emdeon’s requirement. If WebMD elects not to pursue this opportunity or if, after electing to do so, fails to meet the applicable delivery schedule, Emdeon may pursue that opportunity through a third party or on its own, on substantially the same terms. For each Consumer-Directed Application provided to Emdeon, WebMD is paid the greater of: (a) WebMD’s cost plus 50%; or (ii) WebMD’s established market price for such product (which price will be competitive with the pricing WebMD provides to other similar customers purchasing substantially the same products at the same volume/commitment levels). In addition, if Emdeon sells the Consumer-Directed Application to a third party, Emdeon will pay WebMD a 10% royalty on net sales of the application.

• In addition, WebMD and Emdeon have agreed to work together to develop a potential Consumer Directed Application that may provide information regarding the potential cost of care or financial responsibility for individual medical and/or drug claims. Emdeon has agreed that any such product developed that provides a patient or plan member view as to the portion of the cost of care for which the patient or plan member is responsible shall be provided through WebMD, and during the term of this agreement, Emdeon will not make such product available itself or through a third party other than in conjunction with WebMD. If Emdeon and WebMD develop such product, they have agreed to negotiate an equitable allocation between the parties of the sales price for such product.

• The provisions of the agreement relating to Consumer-Directed Applications do not apply to the following Emdeon products and services: (a) paper and electronic invoices, statements, checks and explanation of benefits forms (EOBs), along with reasonable extensions of these products and services; (b) currently contemplated patient-facing applications linked to the practice management systems and electronic medical records systems of Emdeon Practice Services; (c) services provided by VIPS under contracts with the United States government and/or state governments; and (d) distribution (in addition to through WebMD), through portals that are not competitive with the WebMD Health consumer portal, of online consumer access for healthcare payment and billing services referred to above in clause (a).

     Marketing Agreement. The terms of this agreement, which will remain in effect for 5 years unless terminated earlier in accordance with its terms, include the following:

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• Emdeon’s Business Services segment will market to its payer customers, for integration into their CDHP offerings, WebMD’s online decision-support tools that support CDHPs and HSAs, including retirement health care and HSA planners, cost estimator and expense alerts (we refer to these tools, collectively, as HSA Tools). During the term of the agreement, Emdeon has agreed not to market other services that are similar to the HSA Tools.

• Emdeon will receive a commission of 10% of the net sales of HSA Tools made through Emdeon.

     Joint Development Agreement. The terms of this agreement, which will remain in effect for 5 years unless terminated earlier in accordance with its terms, include the following:

• Emdeon and WebMD have agreed to attempt to integrate WebMD’s personal health record with the clinical products, including the electronic medical record, of Emdeon’s Practice Services segment to allow import of data from one to the other, subject to applicable law and privacy and security requirements.

• To the extent that Emdeon desires to integrate its electronic health record product with a personal health record, it has agreed to do so through WebMD.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits

          The following exhibits are filed herewith:

10.1	Business Services Agreement, dated as of January 31, 2006, among Emdeon Corporation, Envoy Corporation, Emdeon Practice Services, Inc. and the Registrant
10.2	Marketing Agreement, dated as of January 31, 2006, among Emdeon Corporation, Envoy Corporation and the Registrant
10.3	Joint Development Agreement, dated as of January 31, 2006, among Emdeon Corporation, Emdeon Practice Services, Inc. and the Registrant

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WEBMD HEALTH CORP.
Dated: January 31, 2006	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

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EXHIBIT INDEX

Exhibit
Number	Description
10.1	Business Services Agreement, dated as of January 31, 2006, among Emdeon Corporation, Envoy Corporation, Emdeon Practice Services, Inc. and the Registrant
10.2	Marketing Agreement, dated as of January 31, 2006, among Emdeon Corporation, Envoy Corporation and the Registrant
10.3	Joint Development Agreement, dated as of January 31, 2006, among Emdeon Corporation, Emdeon Practice Services, Inc. and the Registrant

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EX-10.1

EXHIBIT 10.1

CONFORMED COPY     

BUSINESS SERVICES AGREEMENT

          THIS BUSINESS SERVICES AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2006 (the “Effective Date”) by and between Emdeon Corporation, a Delaware corporation, Envoy Corporation (“Business Services”), and Emdeon Practice Services, Inc. (“Practice Services,” and collectively with Emdeon Corporation and Business Services, “Emdeon”) and WebMD Health Corp., a Delaware corporation (“WebMD”).

RECITALS

     WHEREAS, WebMD is a leading online provider of health information services to consumers, physicians, healthcare professionals, employers and health plans, through its public and private online portals;

     WHEREAS, Emdeon is a leading provider of revenue cycle management and clinical communication solutions for payers, providers and patients and through its broad payer and provider relationships can distribute timely clinical and financial information;

     WHEREAS, the parties believe that the trend in healthcare cost shifting to members and employees is leading payers and employers to take steps to create faster and more effective means of communicating with individual members and employees as to relevant clinical and financial information and to provide such persons with additional decision support tools to better manage their individual health decisions;

     NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

     SECTION 1. Clinical Quality Applications

A. External Clinical Quality Applications.

     (a) Emdeon provides, and may develop and/or acquire in the future during the term of this Agreement, online products and services that are principally provided for use as physician/provider-facing applications or consumer (patient/member) facing applications (ie, those that are directed online to physicians or to individual consumers/patients/members) that (i) analyze, assess and report on patient care, and/or (ii) provide clinical quality measures of physicians, hospitals and other providers, and which include the benefit of the clinical rules supporting these applications. Those products and services as described in the preceding sentence are hereinafter referred to as “External Clinical Quality Applications.”

     (b) The parties agree that Emdeon’s assets set forth in Section 1.A.(b)(i)-(iii) below, to the extent they are provided principally for use as physician/provider-facing or consumer-facing applications as described in the preceding paragraph (hereinafter the “Prism Assets”), are included within the definition of External Clinical Quality Applications:

          (i) PrismMD: Emdeon’s application that provides messaging and other communications vehicles to provide care alerts to both providers and members. The software also provides physicians with comprehensive listing of all services provided to patients under their care.

          (ii ) PrismReach: Emdeon’s application that offers individual physicians an array of patient-specific information to better manage their patients and their overall clinical practice, accessible at the point of care.

          (iii) Prism P4P: Emdeon’s application that establishes and maintains Pay for Performance physician reporting based on quality of care, which may include tools to provide for scoring methodologies.

     (c) Subject to the terms and conditions of this Agreement, Emdeon hereby grants and confirms having granted to WebMD a perpetual, worldwide license of the External Clinical Quality Applications to WebMD for use in WebMD’s business as WebMD may determine (the “License”). WebMD shall have the right to modify, change and update the External Clinical Quality Applications, and to create derivative works from the External Clinical Quality Products, as it determines in its sole discretion, and at its expense. The License shall include the software, documentation, development tools and intellectual property to the extent necessary to provide the External Clinical Quality Applications, and shall include all maintenance, updates, modifications, and improvements made to the External Clinical Quality Applications by Emdeon, from time to time (for which there shall be no additional cost to WebMD). The License to the External Clinical Quality Applications shall include any third party licenses necessary to deliver such applications to the extent permitted by the terms thereof, and Emdeon will hold such third party licenses to assure the rights of WebMD under the License to the extent permissible by the terms thereof. Any additional fees required to obtain such third party license rights shall be at WebMD’s expense. Emdeon and WebMD will work together to ensure that the External Clinical Quality Applications continue to be developed in accordance with WebMD’s reasonable development plans and its business requirements, subject to Section 1.A.(d) below.

     (d) WebMD will have the right to market and distribute the External Clinical Quality Applications, and in connection with any marketing and sales activities for the External Clinical Quality Applications, WebMD will provide first level customer service support to its customers for the External Clinical Quality Applications. To the extent that WebMD requires second level support for the External Clinical Quality Applications, or if WebMD requires customization or incremental development in regards to an External Clinical Quality Application, Emdeon will provide such support at customary rates. In addition, nothing in this agreement is intended to prohibit WebMD from developing, marketing and selling its own or other third party external clinical quality applications (with no commission payable to Emdeon). However, WebMD will make commercially reasonable efforts to market the

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External Clinical Quality Applications to those particular clients or potential clients that WebMD reasonably determines may have an interest in such products. In addition, Emdeon may from time to time provide recommendations as to particular clients or potential clients for the External Clinical Quality Applications.

     (e) Emdeon also will be permitted to continue to market the External Clinical Quality Applications, provided however, Emdeon will not offer the External Clinical Quality Applications as stand-alone products, but rather may offer and distribute the External Clinical Quality Applications to its current and potential payer customers in connection with the integration of the External Clinical Quality Applications with Emdeon core products and services. Emdeon will use commercially reasonable efforts to avoid channel conflicts in distributing its products as provided in the foregoing sentence. During the term of this Agreement, Emdeon will not license or provide External Clinical Quality Applications other than through WebMD Health as provided herein. The pricing pursuant to which WebMD will make the External Clinical Quality Products available to an Emdeon customer as provided in this Section 1.A.(e) will be competitive with the pricing it provides to other similar customers purchasing substantially the same products at the same volume/commitment levels. The parties acknowledge that based on client preferences, the External Clinical Quality Applications may be accessible through channels in addition to WebMD Health properties (i.e, client websites, etc).

     (f) The External Clinical Quality Applications are provided to WebMD “as is”, and with all of Emdeon’s rights in such products and do not include any third party licenses or intellectual property licensed from any third party, except as provided in Section 1.A.(c). To the best of Emdeon’s knowledge, the External Clinical Quality Applications do not infringe any intellectual property rights of any third party as such products are used by Emdeon as of the date hereof.

     (g) The parties acknowledge that External Clinical Quality Services exclude Emdeon’s electronic health record applications (such as those currently offered through Intergy EHR, Intergy Imaging, Intergy PDA), and other similar applications provided by Emdeon’s Practice Services, as well as Emdeon’s products which provide for sending and receiving of prescriptions and lab results, and reasonable extensions of such products hereafter that are consistent with its past practice for such products.

     (h) Within seven (7) days after termination of this Agreement, Emdeon shall provide WebMD with copies of the Documentation for the External Clinical Quality Applications to the extent necessary for WebMD to continue to the use of the perpetual license granted to WebMD hereunder. The “Documentation” regarding the External Clinical Quality Products shall be deemed to consist of the following:

1. A copy of the software (including source and use code) comprising the External Clinical Quality Applications, including as to the assets set forth in Section 1.A.(b)(i)-(iii) above;

2. A copy of the records relating to the External Clinical Quality Applications; and

3. A copy of the development tools relating to the External Clinical Quality Applications to the extent necessary to provide the External Clinical Quality Applications as of such date.

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     With the Documentation, Emdeon will also provide any third party license consents necessary for WebMD to continue to use the External Clinical Quality Applications as in effect immediately prior thereto (other than off-the-shelf, shrink wrap or other generally available software), or if such consent cannot be obtained, it shall hold such third party licenses for the benefit of WebMD to the extent permitted by the terms thereof. Any additional fees required to obtain such third party license rights shall be at WebMD’s expense.

B. Internal Clinical Quality Services

     (a) Emdeon develops, markets, sells and provides, and may in the future develop, market, sell and provide, products and services that are principally provided for use as payer facing-applications that provide to payers (i) “clinical” quality measures of physicians, hospitals and providers, and (ii) analytics and reporting to such payers on the quality of patient care, in each case, other than through consumer and/or physician/provider facing applications (collectively, “Internal Clinical Quality Services”). WebMD will be permitted to develop, market, sell and provide Internal Clinical Quality Services, and WebMD and Emdeon may meet on a regular basis to discuss potential coordination of marketing efforts for Internal Clinical Quality Services to particular clients or potential clients. Emdeon may make available to WebMD, Emdeon Internal Clinical Quality Services for integration with WebMD products and services. The pricing pursuant to which Emdeon will make the Emdeon Internal Clinical Quality Services available to a WebMD customer as provided in this Section 1.B.(a) will be competitive with the pricing it provides to other similar customers purchasing substantially the same products at the same volume/commitment levels. Notwithstanding the foregoing, WebMD will be permitted to develop, sell and provide its own services in this area or license and work with third parties for such services.

     SECTION 2. Consumer Directed Applications

     (a) Emdeon agrees that applications, tools, products and/or services that are directed through an online means to individual consumers, patients, or health plan members, as end users, including those providing a patient or member view of the potential cost of care or financial responsibility for individual medical and/or drug claims (collectively, “Consumer Directed Applications”) will be licensed and/or provided by WebMD, other than Permitted Applications as described in Section 2(e) below, and Emdeon agrees that so long as this Agreement is in effect Emdeon will not license or provide Consumer Directed Applications except through WebMD.

     (b) To the extent that Emdeon identifies in its business a need for a Consumer Directed Application in order to support a business requirement related to the marketing of its core services, Emdeon will first present WebMD with the opportunity to meet Emdeon’s requirement for the Consumer Directed Application with written notice of the terms and specifications and requirements for the Consumer Directed Application. WebMD will notify Emdeon within thirty (30) days of receipt of Emdeon’s written notice as to whether or not it elects to provide the Consumer Directed Application. If WebMD elects to provide the Consumer Directed Application, WebMD will provide the specifications and parameters for the applicable Consumer Directed Application together with a reasonable schedule for delivery of the Consumer Directed Application, on a basis consistent with Emdeon’s business requirements, and Emdeon agrees that WebMD shall be the provider of such Consumer Directed Application. If WebMD elects not to

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provide the Consumer Directed Application, or after electing to do so and providing a reasonable delivery schedule, fails to substantially comply with such schedule (after written notice and a thirty (30) day opportunity to cure such failure), Emdeon may pursue that opportunity through a third party or on its own, on substantially the same terms as discussed with WebMD. Emdeon will keep WebMD apprised of its marketing efforts related to Consumer Directed Applications.

     (c ) The parties have identified a potential Consumer Directed Application which may provide information regarding the potential cost of care or financial responsibility for individual medical and/or drug claims, and agree to work together to develop such a product. However, the preceding sentence shall not limit either party from developing such product itself. Emdeon agrees that any Consumer Directed Application that provides a patient or plan member view as to the portion of the cost of care for which the patient or plan member is responsible, will be provided and delivered by WebMD, rather than Emdeon, and during the term of the Agreement Emdeon will not make any such product available itself or through a third party other than in conjunction with WebMD, subject to the provisions of the preceding paragraph. The parties acknowledge that based on client preferences such product may be accessible through channels in addition to WebMD Health properties (i.e, client websites, provider websites, etc).

     (d) The parties acknowledge that Consumer Directed Applications, include but are not limited to, applications and tools that are directed to individual consumers, plan members or patients to assist such persons in (a) communicating with, or viewing information from, providers, (b) communicating with, or viewing information from, payors, (c) making informed benefit, provider and/or treatment choices, through access to content, personal health records, plan comparison tools, benefit comparison tools, cost treatment indicators, calculators, and/or other tools, or (d) managing and utilizing consumer directed health plans and the related other health savings and other consumer directed accounts.

     (e) For purposes of this Section 2, the term “Permitted Applications” means (i) the provision of paper and electronic invoices and statements as currently conducted by the ExpressBill subsidiary of Emdeon, (ii) the provision of paper and electronic checks and EOBs, (iii) the patient facing application linked to practice management and EHR system at Emdeon’s Practice Services segment, as currently contemplated by Emdeon with a third party provider, provided that notwithstanding the foregoing, Emdeon will also enable WebMD to deliver this solution, (iv) services performed by Emdeon’s VIPS Government Solutions Group under contracts with the U.S. Government and/or state governments, (v) distribution of the billing and payment services set forth in Sections 2(e)(i) and 2(e)(ii) above through, in addition to WebMD, portals that are not competitive with WebMD; and (vi) reasonable extensions of the products and services referred to in Section 2(e)(i) —(ii) above that are consistent with its past practice for such products. For purposes of the preceding Section 2(e)(v), portals that are competitive to WebMD include online services and websites that provide general consumer online services and portals (including but not limited to yahoo.com, msn.com and about.com), and other high traffic websites that include healthcare and non-healthcare related content and services, provided that, without the approval of WebMD which will not be unreasonably withheld, Emdeon may provide the services in Section 2(e)(i) and (ii) on portions of such sites that are not health-related. Such competitors also include more specialized health care related

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providers of online services, tools and applications for health care audiences, such as iVillage.com, drugs.com and realage.com.

     SECTION 3. Fees and Payment

     (a) Subject to the terms and conditions of this Agreement, beginning on the Effective Date of this Agreement, WebMD shall pay Emdeon a 20% royalty on the Net Sales of External Clinical Quality Applications to a third party as provided in Section 1.A.(a) or 1.A.(b) above, or such other royalty that the parties may otherwise agree in any particular instance.

     (b) Subject to the terms and conditions of this Agreement, Emdeon shall pay WebMD a 10% sales commission on the Net Sales of Internal Clinical Quality Services by WebMD as provided in Section 1.B.(a) above.

     (c ) Payments due hereunder are exclusive of any applicable taxes. “Net Sales” shall mean revenue obtained from the sale or license of the applicable product, less deductions from gross sales for credits, returns, allowances and other customary discounts, but does not include bad debts. If a sale of a product to which a royalty or commission applies under this Section 3 is bundled and priced together with other services as to which no royalty or commission is payable hereunder, the parties will equitably allocate a portion of the total sales price to the applicable product as to which the royalty or commission is payable. Any royalties or commissions paid on Net Sales that are subsequently refunded or rebated for any reason shall be repayable, and may be deducted from any current or future royalties or commissions payable. Royalty and commission payments will be made quarterly within thirty (30) days following the end of each quarter. Interest shall be payable on all late payments in the amount of 1% per month until paid. Each party will keep accurate records, which are sufficient to calculate all payments due to the other party and will provide such records to the other party upon request.

     (d) For each Consumer Directed Application provided to Emdeon pursuant to Section 2(b) of this Agreement, the payment to WebMD for such Consumer Directed Application shall be the greater of: (a) WebMD’s Cost (as defined below) plus 50%; or (ii) WebMD’s established market price for such product (which price shall be competitive with pricing provided to similar customers purchasing substantially the same products at the same volume/commitment levels). “Cost” shall mean the full cost incurred by WebMD to provide the Consumer Directed Application, including its direct costs incurred, such as labor costs and materials, and an appropriate allocation of indirect costs, such as allocations for rent, utilities, and corporate overhead, etc. In addition to the foregoing, if, pursuant to Section 2(b), Emdeon sells any Consumer Directed Application, Emdeon will also pay WebMD a 10% royalty on Net Sales of such Consumer Directed Applications by Emdeon. In addition, if the parties develop a patient financial responsibility Consumer Directed Application as provided in the first sentence of Section 2(c) above, the parties will equitably determine the allocation between the parties of the sales price for such product.

     SECTION 4. Term; Termination

     (a) Initial Term. The term of this Agreement shall commence on Effective Date and shall remain in effect for a period of five (5) years from the Effective Date, unless sooner

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terminated in accordance with the provisions of Section 4(b) or Section 4(c) and except as provided in Section 1.A(h). Notwithstanding termination of this Agreement, after termination of this Agreement, each party shall continue to pay any royalty or commissions due hereunder relating to a sale contracted during the term of the Agreement, but provided after termination, but in no event shall such royalty or commission be payable more than one (1) year after termination of this Agreement.

     (b)  Termination for breach. In the event either party materially breaches this Agreement and fails to cure such breach within ninety (90) days following receipt of written notice describing in reasonable detail the facts and circumstances concerning the breach, the other party may terminate this Agreement. Notwithstanding the foregoing, if Emdeon alleges a breach by WebMD of this Agreement and WebMD disputes such allegations of breach, Emdeon agrees to comply with the terms of this Agreement until such dispute is resolved by the parties or by a determination through arbitration as provided in Section 10 without prejudice to all remedies available to WebMD.

     (c ) Termination by WebMD. At any time during the term of this Agreement, upon thirty (30) days written notice, WebMD may, in its sole discretion and with or without cause, terminate (i) the Agreement, (ii) the License under Section 1.A, and/or (iii) the provisions of Section 2 above.

     SECTION 5. Confidential Information

     (a) “Confidential Information” means any confidential, trade secret or other proprietary information disclosed by one party to the other under or in connection with this Agreement, except for information that: (i) is already known to the receiving party without an obligation of confidentiality at the time received from the disclosing party, (ii) is developed by the receiving party independent of the other party’s Confidential Information; (iii) is obtained from a source other than the disclosing party not known to be subject to an obligation of confidentiality and without breach of this Agreement; (iv) is in the public domain when received, or thereafter enters the public domain through no fault of the receiving party; (v) is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law, provided that, before making such disclosure, the receiving party shall give the disclosing party an adequate opportunity to interpose an objection or take action to assure confidential handling of such Confidential Information. Each party acknowledges that the other’s customer list is the Confidential Information of such other party and shall only be used by such party as provided by the terms of this Agreement.

     (b) The receiving party shall: (i) not disclose the Confidential Information to any third party, other than its employees, agents or independent contractors who are bound, in writing, by similar confidentiality obligations and who have a need to know such Confidential Information, (ii) not use the Confidential Information in any fashion except for purposes of performing this Agreement, and (iii) take steps consistent with its protection of its own confidential and proprietary information (but in no event exercise less than reasonable care) to prevent unauthorized disclosure of the Confidential Information.

     (c) In the performance of this Agreement, Emdeon and WebMD and their employees, subcontractors, and other agents may have access to certain Confidential Information

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of each other’s respective clients referred to as “Individual Information.” Individual Information includes, but is not limited to, information which, in coded or uncoded format, in whole or in part, relates to patient records or any patient identifiable information, dependents or physicians, including, without limitation, their respective names, addresses, zip codes, social security numbers, drug or medical claims data, or other personal data.

     (d) Subject to the terms of this Agreement and to applicable law, upon the termination or expiration of this Agreement, the parties shall promptly return or destroy all Confidential Information of the other and not retain any copies of the Confidential Information of the other party.

          SECTION 6. Cooperation. During the term of this Agreement and for a period of three (3) years after termination for any reason, each party shall have the right upon prior notice, and no more than one (1) time in each calendar year, to inspect any books, records and files maintained by the other party relating to services under this Agreement in order to verify that the other party has complied with its obligations under this Agreement as they relate to payment of royalties and/or commissions, and as they relate to the confidentiality provisions of Section 5 above. Neither party shall destroy or permit the destruction of (without first having offered to deliver to the other party) any such books, records and files for the time period during which they would be required to retain such books, records or files by applicable law. Emdeon and WebMD shall cooperate with one another in a timely manner in any administrative or judicial proceeding involving any matter affecting the potential liability of either Emdeon or WebMD hereunder or with respect to any governmental authority. Such cooperation shall include, without limitation, making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any inquiry, audit, investigation or dispute, any litigation or any other matter requiring any such books, records, information, officers or employees for any reasonable business purpose. The party requesting or otherwise entitled to any books, records, information, officers, or employees pursuant to this Section shall bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees. The parties will develop mutually acceptable reporting of activities under this Agreement.

          SECTION 7. Disclaimers

          (a) in no event shall WebMD or its suppliers or licensors be liable under any theory of liability, however arising, for any costs of cover or for indirect, special, incidental, or consequential damages of any kind arising out of this agreement, even if emdeon has been advised of the possibility of such damages.

          (b) except in connection with its indemnification obligations hereunder or its royalty or commission obligations, WebMD’s aggregate liability for all damages, losses and causes of action in any way related to this Agreement, whether in contract, tort (including negligence) or otherwise, either jointly or severally, shall not exceed one million dollars ($1,000,000).

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This section reflects an allocation of risk between the parties, is not a penalty, and shall be exclusive. This section shall apply despite any failure of essential purpose of any limited warranty or remedy.

          (c) WEBMD REPRESENTS THAT ANY CONSUMER DIRECTED APPLICATIONS PROVIDED TO EMDEON PURSUANT TO THIS AGREEMENT SHALL COMFORM TO THE SPECIFICATIONS PROVIDED BY WEBMD WITH SUCH APPLICATIONS. EMDEON REPRESENTS THAT ANY INTERNAL OR EXTERNAL CLINICAL QUALITY APPLICATIONS PROVIDED BY EMDEON PURSUANT TO THIS AGREEMENT WILL CONFORM TO THE SPECIFICATIONS PROVIDED BY EMDEON WITH SUCH APPLICATIONS. EXCEPT AS PROVIDED IN THE PRECEDING TWO SENTENCES, NEITHER COMPANY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED (A) REGARDING THE USEFULNESS, ACCURACY, COMPLETENESS, FEASIBILITY, RELIABILITY OR EFFECTIVENESS OF ITS RESPECTIVE APPLICATIONS; OR (B) THE AMOUNT OF SALES THAT MAY BE GENERATED FROM THE OTHER’S APPLICATIONS. WITHOUT LIMITING THE FOREGOING, NEITHER PARTY MAKES ANY REPRESENTATIONS THAT THE OTHER’S USE OF ITS SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. THE EXPRESS WARRANTIES IN SECTION 7(c) ARE IN LIEU OF ALL OTHER WARRANTIES BETWEEN THE PARTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND SUCH WARRANTIES ARE HEREBY DISCLAIMED.

     SECTION 8. Indemnity.

     (a) WebMD will indemnify, defend and hold harmless, at its own expense, any claims, suits, losses, damages, liabilities, costs, expenses and actions against Emdeon brought by a third party to the extent that the action is based upon a claim that any Consumer Directed Application, when used in accordance with this Agreement, infringes any proprietary right of any third party, and WebMD will pay those costs and damages finally awarded against Emdeon (including reasonable attorneys’ fees) in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action; provided, however, that WebMD shall have no obligation pursuant to the foregoing indemnification provision to the extent that any claim is based on or related to (a) any use of such Consumer Directed Applications in violation of this Agreement, or (b) any use of such Consumer Directed Applications in conjunction with any product, data, service, hardware or software not expressly contemplated to be used in conjunction with such tools. If Emdeon’s use is enjoined by reason of an infringement claim, WebMD’s sole obligation shall be to either (i) procure the right for Emdeon to continue using the Consumer Directed Application, (ii) replace or modify the components of the Consumer Directed Application subject to the infringement claim with non-infringing components of substantially equivalent functionality, or (c) if neither of the above are available, to refund to Emdeon the commissions paid for access to such Consumer Directed Application. The foregoing states the entire liability of WebMD with respect to any infringement claims and Emdeon hereby expressly waives any other such liabilities.

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     (b) Emdeon will indemnify, defend and hold harmless, at its own expense, any claims, suits, losses, damages, liabilities, costs, expenses and actions against WebMD brought by a third party to the extent that the action is based upon a claim that the Internal or External Clinical Quality Applications (collectively the “Clinical Quality Applications”), when used in accordance with this Agreement, infringe any proprietary right of any third party, and Emdeon will pay those costs and damages finally awarded against WebMD (including reasonable attorneys’ fees) in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action; provided, however, that Emdeon shall have no obligation pursuant to the foregoing indemnification provision to the extent that any claim is based on or related to (a) any use of such Clinical Quality Applications in violation of this Agreement, or (b) any use of such Clinical Quality Applications in conjunction with any product, service, data, hardware or software not expressly contemplated to be used in conjunction with such tools. If WebMD’s use is enjoined by reason of an infringement claim, Emdeon’s sole obligation shall be to either (i) procure the right for WebMD to continue using such tools, (ii) replace or modify the components of such tools subject to the infringement claim with non-infringing components of substantially equivalent functionality, or (c) if neither of the above are available, to refund to WebMD the commissions paid by WebMD for access to such Clinical Quality Applications. The foregoing states the entire liability of Emdeon with respect to any infringement claims and WebMD hereby expressly waives any other such liabilities.

          SECTION 9. Insurance. Each party will maintain in effect during the term of this Agreement, insurance with at least the following limits:

• Workman’s Compensation with at least statutory limits;

• Employer’s Liability Insurance with limits of not less than statutory limits (except in states in which there are no statutory limits for Employer’s Liability Insurance, then with limits of not less than $1,000,000 each accident, $1,000,000 disease per each employee, and $1,000,000 disease policy limit);

• Commercial General Liability Insurance (including, broad form contractual liability coverage for it’s obligations under this Agreement) with limits of not less than:

—	Bodily Injury	$1,000,000 per occurrence, and
		$2,000,000 in the aggregate, and
—	Property Damage	$1,000,000 per occurrence, and
		$1,000,000 in the aggregate; and

• Excess/Umbrella Liability with limits of not less than $3,000,000 per occurrence and $3,000,000 in the aggregate.

     The aggregate minimum limits set forth above are per policy; provided however, that each policy shall not have a term longer than eighteen (18) months. Each party agrees to provide the other with a Certificate of Insurance evidencing the coverage required in this Section upon the other’s written request. All such policies and certificates of insurance shall also require that

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the insurer give the other party not less than thirty (30) calendar days’ advance written notice of any cancellation in insurance coverage Each party must also provide the other with thirty (30) calendar days’ prior written notice of any non-renewal of the insurance coverage, cancellation of any insurance coverage, material change in the insurance policies, and/or reduction in limits.

     SECTION 10. Miscellaneous.

     (a) Existing Third Party Agreements. Nothing in this Agreement is intended to require either party to terminate existing contractual relationships with any third party, and such agreements shall remain in effect on the terms and conditions in existence as of the Effective Date of this Agreement. Emdeon shall continue to be responsible for delivery of Prism Assets to clients currently under contract for those services, and shall bear all expenses related to servicing such clients.

     (b) Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of the Agreement was not performed in accordance with the terms hereof and that the parties hereto shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

     (c) Amendments and Waivers. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by WebMD and Emdeon or, in the case of a waiver, by the party or parties against whom the waiver is to be effective.

     (d) No waiver. No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

     (e) Notice Generally. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified by notice given in accordance with this Section 10(e)):

     If to Emdeon:

Emdeon Corporation
Envoy Corporation
Emdeon Practice Services, Inc.
699 River Drive Center 2,
Elmwood Park, NJ 07407
Attn: General Counsel

If to WebMD:

WebMD Health Corp.
111 Eighth Avenue
New York, NY 10011
Attn: General Counsel

or at such other address as may be substituted by notice given as herein provided.

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          (f) Successors and Assigns. The obligations of Emdeon in this Agreement shall apply to Emdeon Corporation and each of its subsidiaries, Envoy Corp. and Emdeon Practice Services, Inc. No party shall assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other parties. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto as hereinafter provided. In addition, in the event of any sale, transfer, change of control or other disposition, restructuring or reorganization of Envoy Corp. or Emdeon Practice Services, Inc. or the business of either (including by way of stock sale, by sale of all or substantially all its assets or by any other means or manner or structure) to a third party, such subsidiary and its business shall continue to be subject to the obligations applicable to its business under this Agreement. The Agreement shall remain in effect in accordance with its terms regardless of the percentage ownership, if any, that Emdeon holds of WebMD, and regardless of any sale, transfer, change of control or other disposition restructuring or reorganization of Emdeon Corporation or WebMD, or either business thereof (including by way of stock sale, by sale of all or substantially all its assets or by any other means or manner or structure).

     (g) No Third Party Beneficiaries. No person other than the parties hereto and their successors and permitted assigns are intended or shall be deemed to be a beneficiary of this Agreement.

     (h) Headings. The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

     (I) Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

          (i) In an effort to resolve informally and amicably any claim or controversy arising out of or related to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, each party shall notify the other of any difference or dispute hereunder that requires resolution. Emdeon and WebMD shall each designate an executive officer to investigate, discuss and seek to settle the matter between them. If the two are unable to settle the matter within 30 days after such notification, or such longer time period as they shall agree upon, either party may initiate final and binding arbitration, in accordance with Paragraph (ii) of this Section 10(I) to resolve such matter, which the parties agree is the sole and exclusive procedure for any such dispute, except as otherwise provided therein. All offers, promises, negotiations, conduct and/or statements, whether oral or written, made in the course of the settlement discussions contemplated by this Paragraph (i) by any of the parties, their agents, employees, experts and/or attorneys are, and shall be deemed, confidential, and made executed and delivered solely for the purposes of settlement or compromise, and inadmissible for any purpose, including, without limitation, impeachment, in any arbitration or other proceeding involving the

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parties or any third parties, or in any court or forum whatsoever, provided however that the use of a statement or information as contemplated in a settlement under this Paragraph (i) that would be admissible or discoverable shall not be rendered inadmissible or non-discoverable solely as a result of such use.

          (ii) The following process shall be followed if, and after, the informal procedures in Paragraph (i) above do not result in a resolution of the matter. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate (collectively, a “Claim”), shall be determined by binding arbitration in New York, New York before three arbitrators. The arbitration shall be administered (including selection of the arbitrators) by JAMS (www.jamsadr.com) pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction permitted under the terms of this Section 10(I). In the event of any Claim under this Agreement or the enforcement of any right under this Agreement by either party, regardless of whether WebMD or Emdeon prevails, Emdeon hereby agrees that Emdeon shall be responsible for all its own and all of WebMD’s costs and expenses relating thereto, including the reasonable attorneys fees and expenses of Emdeon’s attorneys and other professionals it may retain and the reasonable fees and expenses of WebMD’s attorneys and other professionals that WebMD retains. In addition, the arbitrators will have authority to award special, punitive, exemplary, consequential, incidental or indirect losses or damages and authority to award a party, subject to the foregoing sentence regarding Emdeon’s obligation for fees, costs and expenses, regardless of the prevailing party. The parties hereby agree to submit to the exclusive personal and subject matter jurisdiction and to the venue of the Supreme Court of the State of New York, County of New York, for all purposes associated with this Agreement, including the agreement to arbitrate, enforcing the agreement to arbitrate, and seeking provisional relief pending award and entering judgment upon the award. Nothing contained in this Section shall preclude the arbitrators from granting, where appropriate, injunctive or other provisional relief pending a final award. Notwithstanding the provisions of Section 10, either party may pursue any provisional remedy (including but limited to preliminary injunctive relief) to either restrain or mandate certain conduct in the courts designated in this Section. The parties shall have the right to obtain such provisional injunctive relief from a court of law designated in this Section pending the determination and award in the arbitration proceeding. In the event that WebMD seeks provisional injunctive relief pursuant to this section from the court designated herein, then Emdeon agrees that it may not request nor may the court require any bond or other security to be posted by WebMD to secure the requested injunctive relief, provided that Emdeon retains any rights it may have to oppose the injunctive relief on any other grounds. The parties also agree that the arbitrators shall have the power to determine the amount of the equitable allocation for any sale referred to in the last sentence of Section 3(d) above in the event of any dispute between the parties as to such the determination. If JAMS is no longer available or is unwilling to accept the designation provided hereunder, the parties shall mutually agree upon a substitute professional neutral administrator to replace JAMS.

     (j) Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other

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conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

     (k) Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

     (l) Independent Contractors. The parties hereto are independent contractors engaged in the operation of their own respective business. Neither party is, or is to be considered as, the agent or employee of the other for any purpose whatsoever. Neither party has the authority to enter into contracts or assume any obligations for the other party or make any warranties or representations on behalf of the other party. Nothing in this agreement shall be construed to establish a relationship or joint venturers between the parties.

     (m) Cumulative Remedies. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

     (n) Further Assurances. Each party will use reasonable best efforts to take or cause to be taken all action, to do or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the execution and delivery of such instruments, and the taking of such other actions as the other party hereto may reasonably require in order to carry out the intent of this Agreement.

     (o) Construction. Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereto hereby waive the benefit of any rule of law or any legal decision that would require, in cases of uncertainty, that the language of a contract should be interpreted most strongly against the party who drafted such language.

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     IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

EMDEON CORPORATION
By:	/s/ Kevin M. Cameron
	Name:	Kevin M. Cameron
	Title:	Chief Executive Officer
EMDEON PRACTICE SERVICES, INC.
By:	/s/ Michael Glick
	Name:	Michael Glick
	Title:	Senior Vice President
ENVOY CORP.
By:	/s/ Michael Glick
	Name:	Michael Glick
	Title:	Senior Vice President
WEBMD HEALTH CORP.
By:	/s/ Wayne T. Gattinella
	Name:	Wayne T. Gattinella
	Title:	Chief Executive Officer

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EX-10.2

EXHIBIT 10.2

CONFORMED COPY                    

MARKETING AGREEMENT

          THIS MARKETING AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2006 (the “Effective Date”) by and between Emdeon Corporation, a Delaware corporation, and Envoy Corporation (collectively, “Emdeon”) and WebMD Health Corp., a Delaware corporation (“WebMD”).

RECITALS

     WHEREAS, WebMD has developed or licensed certain proprietary interactive online personal health management products (including the related databases and content) which are hosted on servers and made available by means of the Internet, and related services;

     WHEREAS, Emdeon has agreed to market the HSA Product Line (as defined below) to Emdeon’s customers and WebMD is willing to allow Emdeon to market the HSA Product Line, subject to the terms of this Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

          Section 1. Marketing of HSA Tools

     (a) Emdeon has arrangements with a large number of clients that are payers of health care related claims (hereinafter “Clients”), and in connection therewith, provides software products and services to its Clients. Subject to the terms and conditions of this Agreement, Emdeon agrees that it will market and promote WebMD’s HSA Product Line to the Client’s for the benefit of WebMD, so as to enable the Clients to deliver their consumer directed health plans (“CDHPs”) to their members, pre-integrated with the HSA Product Lines provided by WebMD.

     (b) The “HSA Product Line” means the (i) decision support tools and services offerings from WebMD (or provided by WebMD’s business partners) made available to Emdeon hereunder from time to time that support consumer directed health plans and health savings accounts (collectively, “HSAs”), and (ii) HSA Toolsets (as defined below). Emdeon agrees that it will update the HSA Product Line that is marketed by Emdeon hereunder, as WebMD updates its HSA Product Line offering. WebMD will advise Emdeon of updates to the HSA Product Line at such time as it is prepared to offer them to the Clients. The “HSA toolset” currently consists of the three following online decision support tools (as may be created, modified, replaced and/or discontinued by WebMD from time to time):

     1. Retirement Health Care and HSA Planner — The planner will assist members in modeling various investment and health care cost scenarios in order to make the optimal account contributions to their HSA account. The tool will utilize the consumer’s personal health profile maintained by WebMD to predict utilization and cost of health care services both in the near term and through retirement in order to plan appropriate annual contributions.

     2. Cost Estimator — This tool will enable consumers to predict the likely cost for specified procedures, tests and visits in order to efficiently manage their HSA funds.

     3. Expense Alerts — This tool will provide email alerts to members for future costs savings opportunities identified through evaluation of claims transactions posted to their personal health record.

     (c) Emdeon agrees that during the term of the Agreement it will not sell, market, license or promote any services similar to any of those included within the HSA Product Line (including but not limited to products and services that assist participants in identifying, selecting and managing HSAs and high deductible health plans), and that the only offering that it sells, markets or promotes in this area will be the HSA Product Line made available to Emdeon pursuant to this Agreement.

     (d) Within 60 days of the execution of this Agreement (and on an annual basis thereafter), Emdeon will provide WebMD with a sales and marketing plan reasonably acceptable to WebMD for the marketing and promotion of the HSA Product Line to its Clients, which will include a combination of direct mail, email, telesales and field sales reps to its entire payor customer base and will include dedicated sales resources. The parties agree that at a minimum, the sales and marketing effort will provide for at least 100 payor customers face-to-face within twelve (12) months of the date of this Agreement, and the parties will mutually develop a sales and marketing plan for each year thereafter by the first of each such year, that provides for levels of support consistent with that provided in preceding year.

     (e) All internal costs relating to any marketing activities of the HSA Product Line shall be borne by Emdeon. Emdeon will only use marketing materials, brochures, etc. approved in advance by WebMD in connection with its sales activities. Except for any fees that may be payable to Emdeon pursuant to Section 3 below, WebMD shall retain all proceeds from any sales of the HSA Product Line by Emdeon hereunder and Emdeon shall not be entitled to any fees, commissions or other compensation related thereto.

     (f) WebMD will enter into relationships directly with the Clients for sales of the HSA Product Line made by Emdeon under this Agreement, and shall have final approval of all terms (so long as such terms don’t bind Emdeon). Emdeon shall have no authority to act on behalf of, or bind, WebMD in connection with its activities hereunder, and will not hold itself out as authorized to do so. WebMD will not be obligated to accept any sales delivered by the Emdeon hereunder for the HSA Product Line. WebMD may direct Emdeon to cease particular sales activities or solicitations of customer(s) at any time. Any warranties made by WebMD regarding the HSA Product Line will be made directly to the Clients and will be the sole responsibility of WebMD.

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     (e) WebMD hereby grants to Emdeon, and Emdeon hereby accepts from WebMD, a non-exclusive, limited, non-transferable, right to market and promote the HSA Product Line to its Clients during the Term, solely for the purposes set forth in this Agreement and in accordance with this Agreement (with no right to sublicense). Emdeon acknowledges and agrees that this Agreement does not grant to Emdeon exclusive rights with respect to the HSA Product Line, and that nothing in this Agreement shall prohibit or restrict WebMD from engaging in any activities of the type covered by this Agreement or any other activities, either by itself or through other relationships. Emdeon shall not reverse engineer, reformat, copy, recast, disassemble or decompile the HSA Product Line. All rights not expressly granted to Emdeon hereunder are hereby reserved to WebMD.

     (f) The parties agree that a violation by Emdeon of its obligations under this Section 1 may be difficult to ascertain and accordingly, the parties agree that WebMD shall be entitled to injunctive or other similar relief.

          SECTION 2. Ownership

     (a) As between WebMD and Emdeon, the HSA Product Line and all worldwide intellectual property rights that are embodied in, related to, or represented by, the HSA Product Line (and all portions thereof) are, and at all times will be, the sole and exclusive property of WebMD. All materials prepared by Emdeon relating to the HSA Product Line, or any portion thereof, or to WebMD shall include appropriate proprietary rights notices of WebMD.

     (b) Subject to the terms and conditions of this Agreement, each party hereby grants to the other a non-exclusive worldwide right and license to use the trade names, trademarks, logos and service marks owned by the other (and/or its suppliers, subsidiaries or affiliates, as applicable) (the “Marks”) in the form provided by such party to the other party solely for use in marketing activities and solely to the extent necessary to perform its obligations under this Agreement. Title to and ownership of a party’s Marks shall remain entirely with the respective party, and use of a party’s Marks shall be in conformance with applicable trademark usage policies established by such party and provided to the other from time to time. The licenses to the Marks granted hereunder shall automatically and immediately terminate upon the expiration or termination of this Agreement.

          SECTION 3. Fees and Payment

     (a) Subject to the terms and conditions of this Agreement, beginning on the Effective Date of this Agreement, WebMD shall pay Emdeon a 10% commission on the Net Sales of products within the HSA Product Line that are made by Emdeon to its Clients as provided in this Agreement. Payments due hereunder are exclusive of any applicable taxes. “Net Sales” shall mean revenue obtained from the sale or license of the HSA Product Line by WebMD after deduction from gross sales for credits, returns, allowances and other customary discounts but does not include bad debts. Any commissions paid on Net Sales that are subsequently refunded or rebated for any reason shall be due and payable to WebMD, and WebMD may deduct any such amounts from any current or future commissions payable to

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Emdeon. Commission payments will be made quarterly within thirty (30) days following the end of each quarter. Interest shall be payable on all late payments in the amount of 1% per month until paid.

          SECTION 4. Term; Termination

          (a) Initial Term. The term of this Agreement shall commence on Effective Date and shall remain in effect for a period of five (5) years from the Effective Date, unless sooner terminated in accordance with the provisions hereof.

          (b) Termination for breach. In the event either party materially breaches this Agreement and fails to cure such breach within ninety (90) days following receipt of written notice concerning the breach, the other party may terminate this Agreement. Notwithstanding the foregoing, if Emdeon alleges a breach by WebMD of this Agreement and WebMD disputes such allegations of breach, the provisions of this Agreement shall remain in effect until such dispute is resolved by the parties or by a determination through arbitration as provided in Section 10, without prejudice to all remedies available to WebMD.

          (c ) Termination by WebMD. At any time during the term of this Agreement, WebMD may, in its sole discretion and with or without cause, terminate the Agreement, upon at least ninety (90) days advance written notice to Emdeon.

          (d) Upon termination, Emdeon shall be compensated for all payments due under Section 3 of this Agreement through such date of termination, and for commissions on sales completed prior to termination, but provided after termination, but in no event longer than one (1) year after termination of this Agreement.

Section 5. Confidential Information

          (a) “Confidential Information” means any confidential, trade secret or other proprietary information disclosed by one party to the other under or in connection with this Agreement, except for information that: (i) is already known to the receiving party without an obligation of confidentiality at the time received from the disclosing party, (ii) is developed by the receiving party independent of the other party’s Confidential Information; (iii) is obtained from a source other than the disclosing party not known to be subject to an obligation of confidentiality and without breach of this Agreement; (iv) is in the public domain when received, or thereafter enters the public domain through no fault of the receiving party; (v) is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law, provided that, before making such disclosure, the receiving party shall give the disclosing party an adequate opportunity to interpose an objection or take action to assure confidential handling of such Confidential Information. WebMD acknowledges that Emdeon’s customer list is the Confidential Information of Emdeon and shall be used by WebMD Health as provided by the terms of this Agreement.

          (b) The receiving party shall: (i) not disclose the Confidential Information to any third party, other than its employees, agents or independent contractors who are bound, in writing, by similar confidentiality obligations and who have a need to know such Confidential

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Information, (ii) not use the Confidential Information in any fashion except for purposes of performing this Agreement, and (iii) take steps consistent with its protection of its own confidential and proprietary information (but in no event exercise less than reasonable care) to prevent unauthorized disclosure of the Confidential Information.

          (c) In the performance of this Agreement, Emdeon and WebMD and their employees, subcontractors, and other agents may have access to certain Confidential Information of each other’s respective clients referred to as “Individual Information.” Individual Information includes, but is not limited to, information which, in coded or uncoded format, in whole or in part, relates to patient records or any patient identifiable information, dependents or physicians, including, without limitation, their respective names, addresses, zip codes, social security numbers, drug or medical claims data, or other personal data. Confidential Information also includes Individual Information.

          (d) Subject to this Agreement and to applicable law, upon the termination or expiration of this Agreement, the parties shall promptly return or destroy all Confidential Information of the other and not retain any copies of the Confidential Information of the other party.

          Section 6. Cooperation. During the term of this Agreement and for a period of three (3) years after termination for any reason, and no more than one (1) time in each calendar year, each party shall have the right upon prior notice to inspect any books, records and files maintained by the other party relating to services under this Agreement as they relate to payment of commissions, and as they relate to the confidentiality provisions of Section 5 above. Neither party shall destroy or permit the destruction of (without first having offered to deliver to the other party) any such books, records and files for the time period during which they would be required to retain such books, records or files by applicable law. Emdeon and WebMD shall cooperate with one another in a timely manner in any administrative or judicial proceeding involving any matter affecting the potential liability of either Emdeon or WebMD hereunder or with respect to any governmental authority. Such cooperation shall include, without limitation, making available to the other party, during normal business hours, all books, records and information, officers and employees (without substantial interruption of employment) necessary or useful in connection with any inquiry, audit, investigation or dispute, any litigation or any other matter requiring any such books, records, information, officers or employees for any reasonable business purpose. The party requesting or otherwise entitled to any books, records, information, officers, or employees pursuant to this Section shall bear all reasonable out-of-pocket costs and expenses (except reimbursement of salaries, employee benefits and general overhead) incurred in connection with providing such books, records, information, officers or employees. The parties will develop mutually acceptable reporting of activities under this Agreement.

          SECTION 7. Disclaimers

          (a) in no event shall WebMD or its suppliers or licensors be liable under any theory of liability, however arising, for any costs of cover or

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for indirect, special, incidental, or consequential damages of any kind arising out of this agreement, even if emdeon has been advised of the possibility of such damages.

          (b) except in connection with its indemnification or commission obligations hereunder, WebMD’s aggregate liability for all damages, losses and causes of action in any way related to this Agreement, whether in contract, tort (including negligence) or otherwise, either jointly or severally, shall not exceed one million dollars ($1,000,000). This section reflects an allocation of risk between the parties, is not a penalty, and shall be exclusive. This section shall apply despite any failure of essential purpose of any limited warranty or remedy.

          (c) WEBMD REPRESENTS THAT THE HSA PRODUCTS PROVIDED TO EMDEON PURSUANT TO THIS AGREEMENT SHALL COMFORM TO THE SPECIFICATIONS PROVIDED BY WEBMD WITH SUCH PRODUCTS. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, WEBMD MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED (A) REGARDING THE USEFULNESS, ACCURACY, COMPLETENESS, FEASIBILITY, RELIABILITY OR EFFECTIVENESS OF SUCH PRODUCTS; OR (B) THE AMOUNT OF SALES THAT MAY BE GENERATED FROM SUCH PRODUCTS. WITHOUT LIMITING THE FOREGOING, WEBMD MAKES NO REPRESENTATIONS THAT USE OF SUCH PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE. THE EXPRESS WARRANTIES IN SECTION 7(c) ARE IN LIEU OF ALL OTHER WARRANTIES BETWEEN THE PARTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND SUCH WARRANTIES ARE HEREBY DISCLAIMED.

SECTION 8. Indemnity.

     (a) WebMD will indemnify, defend and hold harmless, at its own expense, any claims, suits, losses, damages, liabilities, costs, expenses and actions against Emdeon brought by a third party that relates to, or arises out of (i) any HSA Product provided by WebMD or WebMD’s sales, marketing or other activities with respect to any HSA Product, and (ii) to the extent that the action is based upon a claim that any product in the HSA Product Line, when used in accordance with this Agreement, infringe any proprietary right of any third party, and WebMD will pay those costs and damages finally awarded against Emdeon (including reasonable attorneys’ fees) in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action; provided, however, that WebMD shall have no obligation pursuant to the foregoing indemnification provision to the extent that any claim is based on or related to (a) any use of such products in violation of this Agreement, or (b) any use of such products in conjunction with any product, service, data, hardware or software not expressly contemplated to be used in conjunction with such products. If Emdeon’s use is enjoined by reason of an infringement claim, WebMD’s sole obligation shall be to either (i) procure the right for Emdeon to continue using such product, (ii) replace or modify the

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components of such product subject to the infringement claim with non-infringing components of substantially equivalent functionality, or (c) if neither of the above are available, to refund to Emdeon the commissions paid for access to such product. The foregoing states the entire liability of WebMD with respect to any infringement claims and Emdeon hereby expressly waives any other such liabilities.

          Section 9. Insurance. Each party will maintain in effect during the term of this Agreement, insurance with at least the following limits:

• Workman’s Compensation with at least statutory limits;

• Employer’s Liability Insurance with limits of not less than statutory limits (except in states in which there are no statutory limits for Employer’s Liability Insurance, then with limits of not less than $1,000,000 each accident, $1,000,000 disease per each employee, and $1,000,000 disease policy limit);

• Commercial General Liability Insurance (including, broad form contractual liability coverage for it’s obligations under this Agreement) with limits of not less than:

—	Bodily Injury	$1,000,000 per occurrence, and
		$2,000,000 in the aggregate, and
—	Property Damage	$1,000,000 per occurrence, and
		$1,000,000 in the aggregate; and

• Excess/Umbrella Liability with limits of not less than $3,000,000 per occurrence and $3,000,000 in the aggregate.

          The aggregate minimum limits set forth above are per policy; provided however, that each policy shall not have a term longer than eighteen (18) months. Each party agrees to provide the other with a Certificate of Insurance evidencing the coverage required in this Section upon the other’s written request. All such policies and certificates of insurance shall also require that the insurer give the other party not less than thirty (30) calendar days’ advance written notice of any cancellation in insurance coverage Each party must also provide the other with thirty (30) calendar days’ prior written notice of any non-renewal of the insurance coverage, cancellation of any insurance coverage, material change in the insurance policies, and/or reduction in limits.

          SECTION 10. Miscellaneous.

     (a) Existing Third Party Agreements. Nothing in this Agreement is intended to require either party to terminate existing contractual relationships with any third party, and such agreements shall remain in effect on the terms and conditions in existence as of the Effective Date of this Agreement.

     (b) Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of the Agreement was not performed in accordance with the

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terms hereof and that the parties hereto shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

     (c) Amendments and Waivers. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by WebMD and Emdeon or, in the case of a waiver, by the party or parties against whom the waiver is to be effective.

     (d) No waiver. No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

     (e) Notice Generally. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified by notice given in accordance with this Section 10(e)):

If to Emdeon:

Emdeon Corporation
Emdeon Practice Services, Inc.
699 River Drive Center 2,
Elmwood Park, NJ 07407
Attn: General Counsel

If WebMD:

WebMD Health Corp.
111 Eighth Avenue
New York, NY 10011
Attn: General Counsel

or at such other address as may be substituted by notice given as herein provided.

          (f) Successors and Assigns. Successors and Assigns. The obligations of Emdeon in this Agreement shall apply to its subsidiary, Envoy Corporation No party shall assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other parties. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto as hereinafter provided. In addition, in the event of any sale, transfer, change of control or other disposition, restructuring or reorganization of Envoy Corporation or its business (including by way of stock sale, by sale of all or substantially all its assets or by any other means or manner or structure) to a third party, such subsidiary and its business shall continue to be subject to the obligations applicable to its business under this Agreement. The Agreement shall remain in effect in accordance with its

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terms regardless of the percentage ownership, if any, that Emdeon holds of WebMD, and regardless of any sale, transfer, change of control or other disposition, restructuring or reorganization of Emdeon Corporation or WebMD, or either business thereof (including by way of stock sale, by sale of all or substantially all its assets or by any other means or manner or structure).

     (g) No Third Party Beneficiaries. No person other than the parties hereto and their successors and permitted assigns are intended or shall be deemed to be a beneficiary of this Agreement.

     (h) Headings. The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

     (I) Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

          (i) In an effort to resolve informally and amicably any claim or controversy arising out of or related to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, each party shall notify the other of any difference or dispute hereunder that requires resolution. Emdeon and WebMD shall each designate an executive officer to investigate, discuss and seek to settle the matter between them. If the two are unable to settle the matter within 30 days after such notification, or such longer time period as they shall agree upon, either party may initiate final and binding arbitration, in accordance with Paragraph (ii) of this Section 10(I) to resolve such matter, which the parties agree is the sole and exclusive procedure for any such dispute, except as otherwise provided therein. All offers, promises, negotiations, conduct and/or statements, whether oral or written, made in the course of the settlement discussions contemplated by this Paragraph (i) by any of the parties, their agents, employees, experts and/or attorneys are, and shall be deemed, confidential, and made executed and delivered solely for the purposes of settlement or compromise, and inadmissible for any purpose, including, without limitation, impeachment, in any arbitration or other proceeding involving the parties or any third parties, or in any court or forum whatsoever, provided however that the use of a statement or information as contemplated in a settlement under this Paragraph (i) that would be admissible or discoverable shall not be rendered inadmissible or non-discoverable solely as a result of such use.

          (ii) The following process shall be followed if, and after, the informal procedures in Paragraph (i) above do not result in a resolution of the matter. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate (collectively, a “Claim”), shall be determined by binding arbitration in New York, New York before three arbitrators. The arbitration shall be administered (including selection of the arbitrators) by JAMS (www.jamsadr.com) pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction permitted under the terms of this Section 10(I). In the event of any Claim under this Agreement or the enforcement of any

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right under this Agreement by either party, regardless of whether WebMD or Emdeon prevails, Emdeon hereby agrees that Emdeon shall be responsible for all its own and all of WebMD’s costs and expenses relating thereto, including the reasonable attorneys fees and expenses of Emdeon’s attorneys and other professionals it may retain and the reasonable fees and expenses of WebMD’s attorneys and other professionals that WebMD retains. In addition, the arbitrators will have authority to award special, punitive, exemplary, consequential, incidental or indirect losses or damages and authority to award a party, subject to the foregoing sentence regarding Emdeon’s obligation for fees, costs and expenses, regardless of the prevailing party. The parties hereby agree to submit to the exclusive personal and subject matter jurisdiction and to the venue of the Supreme Court of the State of New York, County of New York, for all purposes associated with this Agreement, including the agreement to arbitrate, enforcing the agreement to arbitrate, and seeking provisional relief pending award and entering judgment upon the award. Nothing contained in this Section shall preclude the arbitrators from granting, where appropriate, injunctive or other provisional relief pending a final award. Notwithstanding the provisions of Section 10, either party may pursue any provisional remedy (including but limited to preliminary injunctive relief) to either restrain or mandate certain conduct in the courts designated in this Section. The parties shall have the right to obtain such provisional injunctive relief from a court of law designated in this Section pending the determination and award in the arbitration proceeding. In the event that WebMD seeks provisional injunctive relief pursuant to this section from the court designated herein, then Emdeon agrees that it may not request nor may the court require any bond or other security to be posted by WebMD to secure the requested injunctive relief, provided that Emdeon retains any rights it may have to oppose the injunctive relief on any other grounds. If JAMS is no longer available or is unwilling to accept the designation provided hereunder, the parties shall mutually agree upon a substitute professional neutral administrator to replace JAMS.

     (j) Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

     (k) Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

     (l) Independent Contractors. The parties hereto are independent contractors engaged in the operation of their own respective business. Neither party is, or is to be considered as, the agent or employee of the other for any purpose whatsoever. Neither party has the authority to enter into contracts or assume any obligations for the other party or make any warranties or representations on behalf of the other party. Nothing in this agreement shall be construed to establish a relationship or joint venturers between the parties.

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     (m) Cumulative Remedies. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

     (n) Construction. Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereto hereby waive the benefit of any rule of law or any legal decision that would require, in cases of uncertainty, that the language of a contract should be interpreted most strongly against the party who drafted such language.

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     IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

EMDEON CORPORATION
By:	/s/ Kevin M. Cameron
	Name:	Kevin M. Cameron
	Title:	Chief Executive Officer
ENVOY CORPORATION
By:	/s/ Michael Glick
	Name:	Michael Glick
	Title:	Senior Vice President
WEBMD HEALTH CORP.
By:	/s/ Wayne T. Gattinella
	Name:	Wayne T. Gattinella
	Title:	Chief Executive Officer

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EX-10.3

EXHIBIT 10.3

CONFORMED COPY

JOINT DEVELOPMENT AGREEMENT

     THIS JOINT DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2006 (the “Effective Date”) by and between Emdeon Corporation, a Delaware corporation, and Emdeon Practice Services, Inc. (collectively, “Emdeon”) and WebMD Health Corp., a Delaware corporation (the “Company”).

RECITALS

     WHEREAS, Emdeon offers an Electronic Medical Record product (the “EMR Product”) to physician practices; and

     WHEREAS, the Company provides a Personal Health Record product (the “PHR Product”) to its clients, their eligible employees and their dependents.

     WHEREAS, the Company and the Emdeon desire to identify potential joint development opportunities regarding these product areas.

     NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

                    SECTION 1. Joint Development

     (a)           Within thirty (30) days of the execution of this Agreement, Emdeon and the Company shall create a joint task force (the “Joint Task Force”) to explore potential opportunities for leveraging Emdeon assets in the area of EMR Products and the Company’s assets in the areas PHR Products. Within ninety (90) days of the execution of this Agreement, the parties will seek to agree to an integration plan (which complies with applicable law and privacy and security requirements) for integrating the PHR Product and the EMR Product so as to enable patients and physicians to communicate more effectively (the “Integration Plan”). The parties will work to attempt to integrate the Company’s PHR with Emdeon’s clinical products to allow users of PHR services to import information from the EMR, and to allow Practice Service users to import information from the Company’s PHR. To the extent that Emdeon Practice Services, Inc. desires to integrate its product with a PHR, Practice Services agrees to do so through the Company.

     (b)           As between Emdeon and the Company, each party will be responsible for funding its own organization’s development requirements and implementation costs for its portion of the Data Integration Plan and the Joint Task Force.

                    SECTION 2.Ownership/TradeMarks/ServiceMarks

     (a)           As between the Company and Emdeon, each party retains all its right, title and interest in each of its products. Nothing in this Agreement shall limit or restrict in any way either party hereto from engaging in any business activities or developing any products, except that each party shall be bound by its confidentiality obligations contained herein as they relate to Confidential Information.

     (b)           Subject to the terms and conditions of this Agreement, Company hereby grants to Emdeon a non-exclusive worldwide right and license to use the trade names, trademarks, logos and service marks owned by the Company (and/or the Company’s suppliers, subsidiaries or affiliates, as applicable) (the “Company Marks”) in the form provided to Emdeon by the Company solely for use in marketing activities and solely to the extent necessary to perform Emdeon’s obligations under this Agreement. Title to and ownership of all the Company Marks shall remain entirely with the Company and use of the Company Marks shall be in conformance with applicable trademark usage policies established by Company and provided to Emdeon from time to time. The license granted by Company to Emdeon hereunder shall automatically and immediately terminate upon the expiration or termination of this Agreement except as otherwise set forth herein.

     (c)           Subject to the terms and conditions of this Agreement, Emdeon hereby grants to the Company a non-exclusive worldwide right and license to use the trade names, trademarks, logos and service marks owned by Emdeon (and/or Emdeon’s suppliers, subsidiaries or affiliates, as applicable) (the “Emdeon Marks”) in the form provided to the Company by Emdeon solely for use in marketing activities and solely to the extent necessary to perform the Company’s obligations under this Agreement. Title to and ownership of all Emdeon Marks shall remain entirely with Emdeon and use of the Emdeon Marks shall be in conformance with applicable trademark usage policies established by Emdeon and provided to the Company from time to time. The license granted by Emdeon to the Company hereunder shall automatically and immediately terminate upon the expiration or termination of this Agreement except as otherwise set forth herein.

                    SECTION 3. Term; Termination

     (a)           Initial Term. The term of this Agreement shall commence on Effective Date and shall remain in effect for a period of five (5) years from the Effective Date, unless sooner terminated in accordance with the provisions of Section 3(b) or 3(c).

     (b)           Termination for breach. In the event either party materially breaches this Agreement and fails to cure such breach within ninety (90) days following receipt of written notice describing in reasonable detail the facts and circumstances concerning the breach, the other party may terminate this Agreement. Notwithstanding the foregoing, if Emdeon alleges a breach by the Company of this Agreement and the Company disputes such allegations of breach, Emdeon agrees to continue to perform its obligations hereunder until such dispute is resolved by the parties or by a determination through arbitration as provided in Section 5, without prejudice to all remedies available to the Company.

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          (c)Termination by the Company. At any time during the term of this Agreement, Company may, in its sole discretion and with or without cause, terminate the Agreement, upon at least ninety (90) days written notice from the Company.

                    SECTION 4. CONFIDENTIAL INFORMATION

     (a)           “Confidential Information” means any confidential, trade secret or other proprietary information disclosed by one party to the other under or in connection with this Agreement, except for information that: (i) is already known to the receiving party without restriction at the time received from the disclosing party, (ii) is developed by the receiving party independent of the receiving party’s Confidential Information; (iii) is obtained from a source other than the disclosing party not known to be subject to an obligation of confidentiality and without breach of this Agreement; (iv) is in the public domain when received, or thereafter enters the public domain through no fault of the receiving party; (v) is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law, provided that, before making such disclosure, the receiving party shall give the disclosing party an adequate opportunity to interpose an objection or take action to assure confidential handling of such Confidential Information. Confidential Information also includes Individual Information (as described below).

     (b)           The receiving party shall: (i) not disclose the Confidential Information to any third party, other than its employees, agents or independent contractors who are bound, in writing, by similar confidentiality obligations and who have a need to know such Confidential Information, (ii) not use the Confidential Information in any fashion except for purposes of performing this Agreement, and (iii) take steps consistent with its protection of its own confidential and proprietary information (but in no event exercise less than reasonable care) to prevent unauthorized disclosure of the Confidential Information.

     (c)           In the performance of this Agreement, Emdeon and the Company and their employees, subcontractors, and other agents may have access to certain Confidential Information of each other’s respective clients referred to as “Individual Information.” Individual Information includes, but is not limited to, information which, in coded or uncoded format, in whole or in part, relates to patient records or any patient identifiable information, dependents or physicians, including, without limitation, their respective names, addresses, zip codes, social security numbers, drug or medical claims data, or other personal data.

     (d)           Upon the termination or expiration of this Agreement, the parties shall promptly return or destroy all Confidential Information of the other and not retain any copies of the Confidential Information of the other party.

                     SECTION 5. Disclaimers

     (a)           in no event shall the Company or its suppliers or licensors be liable under any theory of liability, however arising, for any costs of cover or for indirect, special, incidental, or consequential damages of any kind arising out of this agreement, even if emdeon has been advised of the possibility of such damages.

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     (b)           The Company’s aggregate liability for all damages, losses and causes of action in any way related to this Agreement, whether in contract, tort (including negligence) or otherwise, either jointly or severally, shall not exceed one million dollars ($1,000,000). This section reflects an allocation of risk between the parties, is not a penalty, and shall be exclusive. This section shall apply despite any failure of essential purpose of any limited warranty or remedy.

     (c)           NEITHER COMPANY NOR EMDEON MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED (A) REGARDING THE USEFULNESS, ACCURACY, COMPLETENESS, FEASIBILITY, RELIABILITY OR EFFECTIVENESS OF ITS RESPECTIVE SERVICES OR PRODUCTS; OR (B) THE AMOUNT OF SALES THAT MAY BE GENERATED FROM THE OTHER’S PRODUCTS OR SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER PARTY MAKES ANY REPRESENTATIONS THAT THE OTHER’S USE OF ITS PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. THE EXPRESS WARRANTIES IN SECTION 5(c) ARE IN LIEU OF ALL OTHER WARRANTIES BETWEEN THE PARTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND SUCH WARRANTIES ARE HEREBY DISCLAIMED.

                         SECTION 6. Miscellaneous.

     (a)           Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of the Agreement was not performed in accordance with the terms hereof and that the parties hereto shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

     (b)           Amendments and Waivers. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and Emdeon or, in the case of a waiver, by the party or parties against whom the waiver is to be effective.

     (c)           No waiver. No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

     (d)           Notice Generally. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by fax or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified by notice given in accordance with this Section 6(d)):

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If to Emdeon:

Emdeon Corporation

Emdeon Practice Services, Inc.

699 River Drive Center 2,

Elmwood Park, NJ 07407

Attn: General Counsel

If to the Company:

WebMD Health Corp.

111 Eighth Avenue

New York, NY 10011

Attn: General Counsel

or at such other address as may be substituted by notice given as herein provided.

               (e)                Successors and Assigns. The obligations of Emdeon in this Agreement shall apply to Emdeon Corporation and its subsidiary, Emdeon Practice Services, Inc. No party shall assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other parties. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto as hereinafter provided. In addition, in the event of any sale, transfer, change of control or other disposition, restructuring or reorganization of Emdeon Practice Services, Inc. or its business (including by way of stock sale, by sale of all or substantially all its assets or by any other means or manner or structure) to a third party, such subsidiary and its business shall continue to be subject to the obligations applicable to its business under this Agreement. The Agreement shall remain in effect in accordance with its terms regardless of the percentage ownership, if any, that Emdeon holds of the Company, and regardless of any sale, transfer, change of control or other disposition, restructuring or reorganization of Emdeon Corporation or the Company, or either business thereof (including by way of stock sale, by sale of all or substantially all its assets or by any other means or manner or structure).

     (f)           No Third Party Beneficiaries. No person other than the parties hereto and their successors and permitted assigns are intended or shall be deemed to be a beneficiary of this Agreement.

     (g)           Headings. The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

     (h)           Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

                    (i)           In an effort to resolve informally and amicably any claim or controversy arising out of or related to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, each party shall notify the other of any difference or dispute hereunder that

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requires resolution. Emdeon and the Company shall each designate an executive officer to investigate, discuss and seek to settle the matter between them. If the two are unable to settle the matter within 30 days after such notification, or such longer time period as they shall agree upon, either party may initiate final and binding arbitration, in accordance with Paragraph (ii) of this Section 6(h) to resolve such matter, which the parties agree is the sole and exclusive procedure for any such dispute, except as otherwise provided therein. All offers, promises, negotiations, conduct and/or statements, whether oral or written, made in the course of the settlement discussions contemplated by this Paragraph (i) by any of the parties, their agents, employees, experts and/or attorneys are, and shall be deemed, confidential, and made executed and delivered solely for the purposes of settlement or compromise, and inadmissible for any purpose, including, without limitation, impeachment, in any arbitration or other proceeding involving the parties or any third parties, or in any court or forum whatsoever, provided however that the use of a statement or information as contemplated in a settlement under this Paragraph (i) that would be admissible or discoverable shall not be rendered inadmissible or non-discoverable solely as a result of such use.

                    (ii)           The following process shall be followed if, and after, the informal procedures in Paragraph (i) above do not result in a resolution of the matter. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate (collectively, a “Claim”), shall be determined by binding arbitration in New York, New York before three arbitrators. The arbitration shall be administered (including selection of the arbitrators) by JAMS (www.jamsadr.com) pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction permitted under the terms of this Section 6(h). In the event of any Claim under this Agreement or the enforcement of any right under this Agreement by either party, regardless of whether the Company or Emdeon prevails, Emdeon hereby agrees that Emdeon shall be responsible for all its own and all of the Company’s costs and expenses relating thereto, including the reasonable attorneys fees and expenses of Emdeon’s attorneys and other professionals it may retain and the reasonable fees and expenses of the Company’s attorneys and other professionals that the Company retains. In addition, the arbitrators will have authority to award special, punitive, exemplary, consequential, incidental or indirect losses or damages and authority to award a party, subject to the foregoing sentence regarding Emdeon’s obligation for fees, costs and expenses, regardless of the prevailing party. The parties hereby agree to submit to the exclusive personal and subject matter jurisdiction and to the venue of the Supreme Court of the State of New York, County of New York, for all purposes associated with this Agreement, including the agreement to arbitrate, enforcing the agreement to arbitrate, and seeking provisional relief pending award and entering judgment upon the award. Nothing contained in this Section shall preclude the arbitrators from granting, where appropriate, injunctive or other provisional relief pending a final award. Notwithstanding the provisions of Section 6, either party may pursue any provisional remedy (including but limited to preliminary injunctive relief) to either restrain or mandate certain conduct in the courts designated in this Section. The parties shall have the right to obtain such provisional injunctive relief from a court of law designated in this Section pending the determination and award in the arbitration proceeding. In the event that the Company seeks

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provisional injunctive relief pursuant to this section from the court designated herein, then Emdeon agrees that it may not request nor may the court require any bond or other security to be posted by the Company to secure the requested injunctive relief, provided that Emdeon retains any rights it may have to oppose the injunctive relief on any other grounds. If JAMS is no longer available or is unwilling to accept the designation provided hereunder, the parties shall mutually agree upon a substitute professional neutral administrator to replace JAMS.

     (I)           Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

     (j)           Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

     (k)           Independent Contractors. The parties hereto are independent contractors engaged in the operation of their own respective business. Neither party is, or is to be considered as, the agent or employee of the other for any purpose whatsoever. Neither party has the authority to enter into contracts or assume any obligations for the other party or make any warranties or representations on behalf of the other party. Nothing in this agreement shall be construed to establish a relationship or joint venturers between the parties.

     (l)           Cumulative Remedies. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

     (m)           Construction. Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereto hereby waive the benefit of any rule of law or any legal decision that would require, in cases of uncertainty, that the language of a contract should be interpreted most strongly against the party who drafted such language.

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     IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

EMDEON CORPORATION
By:	/s/ Kevin M. Cameron
	Name:	Kevin M. Cameron
	Title:	Chief Executive Officer
EMDEON PRACTICE SERVICES, INC.
By:	/s/ Michael Glick
	Name:	Michael Glick
	Title:	Senior Vice President
WEBMD HEALTH CORP.
By:	/s/ Wayne T. Gattinella
	Name:	Wayne T. Gattinella
	Title:	Chief Executive Officer

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