Common use of Distribution of Patents Clause in Contracts

Distribution of Patents. (a) In the event of the dissolution of the Company pursuant to Section 13.02, prior to entering into any agreement providing for any sale or transfer of the Patent Rights owned by the Company or its Subsidiaries (the “Company Owned Patent Rights”), the Liquidating Agent shall deliver a written notice to MCK indicating (i) its desire to sell or transfer any such Company Owned Patent Rights, (ii) the cash price that the Liquidating Agent proposes to be paid for such Company Owned Patent Rights and in reasonable detail any other material terms and conditions sought by the Liquidating Agent. The delivery of such notice shall constitute an offer by the Liquidating Agent to transfer such Company Owned Patent Rights to MCK (or its designee) for cash at the price set forth in such notice and on any terms and conditions set forth therein.

Distribution of Patents. (a) In the event of the dissolution of the Company pursuant to Section 13.02, prior to entering into any agreement providing for any sale or transfer of the Patent Rights owned by the Company or its Subsidiaries (the “Company Owned Patent Rights”), the Liquidating Agent shall deliver a written notice to MCK indicating (i) its desire to sell or transfer any such Company Owned Patent Rights, (ii) the cash price that the Liquidating Agent proposes to be paid for such Company Owned Patent Rights and in reasonable detail any other material terms and conditions sought by the Liquidating Agent. The delivery of such notice shall constitute an offer by the Liquidating Agent to transfer such Company Owned Patent Rights to MCK (or its designee) for cash at the price set forth in such notice and on any terms and conditions set forth therein. Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Distribution of Patents. (a) In the event of the dissolution of the Company pursuant to Section 13.02, prior to entering into any agreement providing for any sale or transfer of the Patent Rights owned by the Company or its Subsidiaries (the “Company Owned Patent Rights”), the Liquidating Agent shall deliver a written notice to MCK indicating (i) its desire to sell or transfer any such Company Owned Patent Rights, (ii) the cash price that the Liquidating Agent proposes to be paid for such Company Owned Patent Rights and in reasonable detail any other material terms and conditions sought by the Liquidating Agent. The delivery of such notice shall constitute an offer by the Liquidating Agent to transfer such Company Owned Patent Rights to MCK (or its designee) for cash at the price set forth in such notice and on any terms and conditions set forth therein. The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.