December 14, 1999
Medical Self Care, Inc.
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, XX 00000-0000
Attn: ____________________
HealthGate Data Corp.
00 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
Attn: ____________________
Dear Sirs:
Re: Amendment to Snap Strategic Alliance Agreement between Snap! LLC
("Snap"), Xxxx.xxx, Inc. ("Xoom"), and HealthGate Data Corp.
("HealthGate"), dated October 29, 1999 ("HealthGate Agreement") and
NBCi Promotion Agreement between NBC Internet, Inc. ("NBCi") and
Medical Self Care, Inc. ("Self Care"), dated December 14, 1999 ("Self
Care Agreement") (referred to collectively as the "NBCi Health-Related
Promotion Agreements").
This side letter agreement, dated of even date with the Self Care
Agreement, ("Side Letter Agreement") constitutes the consent and acceptance of
the undersigned, Self Care, and HealthGate as follows:
1. AMENDMENTS TO HEALTHGATE AGREEMENT.
1.1. Section 2.2 of the HealthGate Agreement is hereby deleted in its
entirety and the following is inserted in its stead:
2.2. "Content Anchor Tenant" means a preferred Web content
provider whose position is greater in size and prominence than
that of any non-affiliated third party within the relevant
Snap Site page or area of a page for health-related content.
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1.2. Each instance of the defined term "Anchor Tenant" in the HealthGate
Agreement is hereby deleted and "Content Anchor Tenant" is replaced in
its stead.
1.3. Section 7 of the HealthGate Agreement is hereby deleted in its entirety
and the following is inserted in its stead:
7. NBC ON-AIR PROMOTION. During the Term, NBCi will create and
run a series (i.e., no less than two) of dedicated thirty-second
Snap television advertisements which air during morning or
daytime programs appearing on the NBC Television Network, local
television stations or cable services for health, wellness and/or
medicine related content areas on the NBCi Sites (the "Spots").
NBCi agrees that Self Care and HealthGate will be jointly
featured in the Spots, in NBCi's discretion, through either (i) a
promotional tag (meaning a text or graphic promoting the Self
Care and HealthGate brands or services) of at least four seconds
appearing at the end of such Spots, or (ii) an integrated sales
message within the body of such Spots which at a minimum will
consist of a voice over of at least four seconds in length
regarding the Self Care and HealthGate brands or services. NBCi
shall have sole discretion regarding the form and content of such
advertisements but will consult with HealthGate regarding how the
HealthGate brand or services will be featured in the Spots.
Beginning no less than thirty days following the Effective Date
and continuing throughout the rest of the Term, the Spots will
run an average of six times per month. HealthGate acknowledges
that all placement of brands or services within the Spots, as
well as the Spots themselves, will be subject to the NBC
Advertising Standard Terms and Conditions as well as the
Advertising Standards set by NBC Broadcast Standards and
Practices, and NBCi will have no right or power to cause NBC to
make any exception thereto for HealthGate or the Spots.
HealthGate acknowledges that neither NBCi nor NBC makes any
guarantee regarding what the actual rating for any particular
Spot will be and, therefore, will not be obligated to provide any
make-goods hereunder.
2. ACKNOWLEDGEMENT OF SELF CARE AGREEMENT. HealthGate acknowledges the
Self Care Agreement attached hereto as EXHIBIT A providing Self Care
with a Commerce Anchor Tenancy (as such term is defined in Section 2.2
the Self Care Agreement) and agrees that such Commerce Anchor Tenancy
does not conflict in any manner with the rights granted to HealthGate
in the HealthGate Agreement.
3. ACKNOWLEDGEMENT OF HEALTHGATE AGREEMENT. Self Care acknowledges the
HealthGate Agreement attached hereto as EXHIBIT B providing HealthGate
with a Content Anchor Tenancy (as such term is defined in the amended
Section 2.2 HealthGate Agreement) and agrees that such Content Anchor
Tenancy does not conflict in any manner with the rights granted to Self
Care in the Self Care Agreement.
Notwithstanding any provision of the NBCi Health-Related Promotion
Agreements, no obligation of NBCi, or its subsidiaries Snap and Xoom (all three
entities collectively, the "NBCi
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Entities") pursuant to the NBCi Health-Related Promotion Agreements shall be
interpreted or operate to cause the NBCi Entities to breach any contract or
agreement between the NBCi Entities and any other party, including the
undersigned, or impair the rights of any such contract party pursuant to a
contract or agreement with the NBCi Entities.
The parties hereby acknowledge and confirm that, except as expressly
modified or stated herein, all terms and provisions of the HealthGate Agreement
shall continue in full force and effect.
This Side Letter Agreement, along with the NBCi Health Related
Agreements, constitutes and contains the entire agreement between the parties
with respect to the subject matter hereof and supersedes any prior or
contemporaneous oral or written agreements. This Side Letter Agreement may not
be amended except in writing signed by all parties. Each party acknowledges and
agrees that the other has not made any representations, warranties or agreements
of any kind, except as expressly set forth herein. All exhibits attached to this
Agreement are incorporated hereby and shall be treated as if set forth herein.
Very Truly Yours,
NBC INTERNET, INC.
By: /s/ Xxxxxx Xxxxxxx
-------------------------------
(Signature)
Name: Xxxxxx Xxxxxxx
----------------------------
Please print)
Title: COO
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Date: 12/27/99
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SNAP! LLC.
By: /s/ Xxxxxx Xxxxxxx
-------------------------------
(Signature)
Name: Xxxxxx Xxxxxxx
----------------------------
Please print)
Title: COO
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Date: 12/27/99
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XXXX.XXX, INC.
By: illegible
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(Signature)
Name: illegible
----------------------------
Please print)
Title: SVP Corp Development
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Date: 12/28/99
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Accepted and Agreed:
HEALTHGATE DATA CORP. MEDICAL SELF CARE, INC.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxx Xxxxxx
----------------------------- ---------------------------
(Signature) (Signature)
Name: Xxxxxxx X. Xxxxx Name: Xxxxx Xxxxxx
--------------------------- -------------------------
(Please print) (Please print)
Title: CEO Title: President and COO
-------------------------- ------------------------
Date: 14 December 1999 Date: 12/14/99
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