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Exhibit 10.42.1
September 22, 1999
America Online, Inc.
0000 XXX Xxx
Xxxxxx, Xxxxxxxx 00000
Gentlemen:
Reference is made to the Interactive Services Agreement, dated as of
September 3, 1999, by and between America Online, Inc. and Medscape, Inc. (the
"Agreement"). Terms used but not defined herein shall have the meanings set
forth in the Agreement.
This will confirm our agreement that, in the event of the consummation of
the proposed combination of Viacom Inc. and CBS Corporation, America Online,
Inc. hereby irrevocably waives its right under Section 7.6.1 to terminate the
Agreement in the event of a Change of Control of ICP to Viacom Inc. or its
successors. The provisions of Section 7.6.1 relating to AOL receiving the next
Guaranteed Payment installment and the vesting of any Performance Warrants are
not hereby waived and all other provisions of the Agreement shall remain in
full force and effect.
Very truly yours,
MEDSCAPE, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: General Counsel
and Secretary
Accepted and agreed: AMERICA ONLINE, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title:
