Common use of Assumptions of Options Clause in Contracts

Assumptions of Options. At the Effective Time, Neoforma will assume all options to purchase Healthvision common stock outstanding at the Effective Time (the "HEALTHVISION OPTIONS") pursuant to Healthvision's 1999 Stock Incentive Plan ("1999 PLAN"). At the Effective Time, each Healthvision Option shall be converted into an option (a "NEOFORMA OPTION") to purchase that number of shares of Neoforma Common Stock that is equal to the number of shares of Healthvision Common Stock that could be purchased pursuant to such Healthvision Option immediately prior to the Effective Time multiplied by the Exchange Ratio, with fractional shares being rounded down to the nearest whole share. The exercise price per share of Neoforma Common Stock purchasable under each Healthvision Option assumed and converted into a Neoforma Option shall be equal to the exercise price per share of Healthvision Common Stock under such Healthvision Option immediately prior to the Effective Time divided by the Exchange Ratio, rounded up to the nearest cent. No cash will be paid in lieu of fractional shares which are rounded down pursuant to this Section. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Code, if applicable, and all other terms of Healthvision Options will otherwise be unchanged. Continuous employment with Healthvision will be credited to an optionee for purposes of determining the number of shares subject to exercise after the Effective Time. Neoforma agrees to file with the Securities and Exchange Commission ("SEC") a registration statement on Form S-8 for the shares of Neoforma Common Stock issuable with respect to assumed Healthvision Options as soon as is reasonably practicable after the Effective Time, and maintain the effectiveness of such registration statement thereafter for so long as any of such options or other rights remain outstanding, and will reserve a sufficient number of shares of Neoforma Common Stock for issuance upon exercise thereof.

Assumptions of Options. At the Effective Time, Neoforma will assume all options to purchase Healthvision common stock outstanding at the Effective Time (the "HEALTHVISION OPTIONS") pursuant to Healthvision's 1999 Stock Incentive Plan ("1999 PLAN"). At the Effective Time, each Healthvision Option shall be converted into an option (a "NEOFORMA OPTION") ), to purchase that number of shares of Neoforma Common Stock that is equal to the number of shares of Healthvision Common Stock that could be purchased pursuant to such Healthvision Option immediately prior to the Effective Time multiplied by the Exchange Ratio, with fractional shares being rounded down to the nearest whole share. The exercise price per share of Neoforma Common Stock purchasable under each Healthvision Option assumed and converted into a Neoforma Option shall be equal to the exercise price per share of Healthvision Common Stock under such Healthvision Option immediately prior to the Effective Time divided by the Exchange Ratio, rounded up to the nearest cent. No cash will be paid in lieu of fractional shares which are rounded down pursuant to this Section. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 422A of the Code, if applicable, and all other terms of Healthvision Options will otherwise be unchanged. Continuous employment with Healthvision will be credited to an optionee for purposes of determining the number of shares subject to exercise after the Effective Time. Neoforma agrees to file with the Securities and Exchange Commission ("SEC") a registration statement on Form S-8 for the shares of Neoforma Common Stock issuable with respect to assumed Healthvision Options as soon as is reasonably practicable after the Effective Time, and maintain the effectiveness of such registration statement thereafter for so long as any of such options or other rights remain outstanding, and will reserve a sufficient number of shares of Neoforma Common Stock for issuance upon exercise thereof.

Assumptions of Options. At Effective at the Effective Time, Neoforma ---------------------- Acquirer will assume all the outstanding options (whether vested or unvested) to purchase Healthvision common stock outstanding at the Effective Time Target Common Stock listed on Item 2.3 (as described in Section 2.3(b) -------- below) (collectively, the "HEALTHVISION OPTIONS") pursuant to Healthvision's 1999 Stock Incentive Plan ("1999 PLANTarget Options"). At the Effective Time, each Healthvision Each Target Option shall be -------------- converted into an option (a an "NEOFORMA OPTIONAcquirer Option") ), to purchase that number of --------------- shares of Neoforma Acquirer Common Stock that is equal to the number of shares of Healthvision Target Common Stock that could be purchased pursuant to such Healthvision the Target Option immediately prior to the Effective Time multiplied by the Exchange RatioApplicable Fraction (determined in accordance with Section 1.1.4 hereof), with fractional shares being rounded down to the nearest whole share. The exercise price per share of Neoforma Acquirer Common Stock purchasable under each Healthvision Option assumed and converted into a Neoforma such Acquirer Option shall be equal to the exercise price per share of Healthvision Target Common Stock under such Healthvision the corresponding Target Option immediately prior to the Effective Time divided by the Exchange RatioApplicable Fraction, rounded up to the nearest tenth of a cent. All of the other terms and conditions of each Acquirer Option will be the same in all material respects to the corresponding Target Option, subject to and except as provided in Section 1.3 hereof. There will be no acceleration of options as a result of the Merger and all options will continue to vest on the current schedule. No cash will be paid in lieu of fractional shares shares, which are rounded down pursuant to this Section. The termWithin 45 calendar days after Closing, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Code, if applicable, and all other terms of Healthvision Options Acquirer will otherwise be unchanged. Continuous employment with Healthvision will be credited to an optionee for purposes of determining the number of shares subject to exercise after the Effective Time. Neoforma agrees to file with the Securities and Exchange Commission ("SEC") a registration statement on Form S-8 for the shares of Neoforma Common Stock issuable with respect to assumed Healthvision Options as soon as is reasonably practicable after the Effective Time, and maintain the effectiveness of such registration statement thereafter for so long as any of such options or other rights remain outstanding, and will reserve a sufficient number of those shares of Neoforma Common Stock for issuance issuable upon exercise thereofof the Target Options for which such form is available. Acquirer may grant Target employees additional options to purchase Acquirer stock options under standard terms of Acquirer stock option and equity incentive plans.

Assumptions of Options. At Target has issued to employees options to purchase an aggregate of 4,277,363 shares of Target Common Stock, all of which options to purchase Target Common Stock are listed on Item 2.3 (as described in Section 2.3(b) below) (collectively, the "Target Options"). Effective at the Effective Time, Neoforma Acquirer will assume all options to purchase Healthvision common stock outstanding at the Effective Time (the "HEALTHVISION OPTIONS") pursuant to Healthvision's 1999 Stock Incentive Plan ("1999 PLAN")of Target Options. At the Effective Time, each Healthvision Each Target Option shall be converted into an option (a an "NEOFORMA OPTIONAcquirer Option") ), to purchase that number of shares of Neoforma Acquirer Common Stock that is equal to the number of shares of Healthvision Target Common Stock that could be purchased pursuant to such Healthvision Target Option immediately prior to the Effective Time multiplied by the Exchange RatioApplicable Fraction (determined in accordance with Section 1.1.1 hereof), with fractional shares being rounded down to the nearest whole share. The exercise price per share of Neoforma Acquirer Common Stock purchasable under each Healthvision Option assumed and converted into a Neoforma such Acquirer Option shall be equal to the exercise price per share of Healthvision Target Common Stock under such Healthvision the corresponding Target Option immediately prior to the Effective Time divided by the Exchange RatioApplicable Fraction, rounded up to the nearest tenth of a cent. No cash will be paid in lieu of fractional shares which are rounded down pursuant to this Section. The Except as contemplated by the offer letters referred to in Section 8.12 hereof, the term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Code, if applicable, and all other terms of Healthvision Target Options will otherwise be unchanged. Continuous employment with Healthvision Target will be credited to an optionee for purposes of determining the number of shares subject to exercise after the Effective Time. Neoforma agrees Acquirer will exercise best efforts to file with cause the Acquirer Common Stock issued upon exercise of the assumed Target Options to be registered on Form S-8 of the Securities and Exchange Commission ("SEC") a registration statement on Form S-8 for the shares of Neoforma Common Stock issuable with respect to assumed Healthvision Options as soon as is reasonably practicable after the Effective Time and to file such Form S-8 with the SEC within 15 business days after the Effective Time, and will exercise best efforts to maintain the effectiveness of such registration statement thereafter for so long as any of such options or other rights assumed Target Options remain outstanding, outstanding and will reserve and list a sufficient number of shares of Neoforma Acquirer Common Stock for issuance upon exercise thereof. Promptly after the Effective Time, Acquirer shall deliver to the holders of Target Options appropriate notices setting forth such holders' rights pursuant to the agreements evidencing the grants of Target Options and stating that such Target Options and agreements have been assumed by Acquirer and shall continue in effect on the same terms and conditions, subject to the adjustments provided for in this Section 1.1.2.