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EXHIBIT 10.40
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
SECOND AMENDMENT TO COLLABORATION AGREEMENT
This Amendment (the "Amendment") to that certain Collaboration
Agreement (the "Agreement") entered into as of the 30th day of March, 1999, by
and between WebMD, Inc., a Georgia corporation ("Company"), and E.I. du Pont de
Nemours and Company, a Delaware corporation ("DuPont") is made on the 28th day
of May, 1999.
RECITALS
1. DuPont and WebMD are parties to the Agreement;
2. DuPont and WebMD have agreed upon certain additional terms
with regard to the division of certain revenues according to the terms of the
Agreement; and
3. DuPont and WebMD desire to enter into this Amendment to
provide for such additional terms.
TERMS OF AMENDMENT
1. Schedule 1 of the Agreement is hereby deleted and replaced in
its entirety by the Schedule 1 attached hereto.
IN WITNESS WHEREOF, DuPont and WebMD have executed this Amendment
effective as of the date hereof.
E.I. du Pont de Nemours and Company
By: /s/
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Its:
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WebMD, Inc.
By: /s/
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Its:
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Schedule 1
DuPont's Share of Revenues
CONSUMER PROFESSIONAL
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1. Advertising/Sponsorship [*]% [*]% until DuPont recovers
its out of pocket
subscription fees less
payments from Life Science
partners; [*]% thereafter
2. Carriage Fees [*]% [*]% Lounge and Library only
3. Upsales on Services N/A [*]% on net revenue
4. e-Commerce
a. bought through WebMD [*]% of net proceeds [*]% of net proceeds
b. bought through DuPont [*]% of net proceeds [*]% of net proceeds
c. E*Trade payments to WebMD [*]% of net revenue [*]% of net proceeds
based on commissions on
deposit accounts and
securities trading
commissions (the carriage
fees element of the E*Trade
relationship are covered in
#2 above)
Notes
1. Revenue splits of advertising/sponsorship receipts shall be net of all
direct third party vendor costs (e.g., DoubleClick commissions).
2. Revenues derived from portal agreements (e.g., CNN, Lycos, MSN) are
applied [*]% to DuPont and [*]% to WebMD for the carriage fees paid
until WebMD recovers the portal fees paid, and are then applied as
shown above.
3. Revenue splits of e-commerce receipts shall be net of discounts, bad
debts, returns and direct costs such as advertising, sales, product
costs, distribution and other costs.
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
WITH RESPECT TO THE OMITTED PORTIONS.
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4. Consumer split is for 3 years on e-commerce, and non-pharmaceutical
advertising, sponsorship and carriage, and 5 years on pharmaceutical
advertising, sponsorship and carriage; professional split is for 5
years except as otherwise noted in Section 4.5 of this Agreement.
5. WebMD and DuPont will negotiate in good faith for amendments to the
professional revenue split described above to accommodate proposals by
third parties to sponsor additional physician subscribers to WebMD.
6. DuPont's portion of the revenue derived from the professional site
shall be one-half of the percentages stated in the "Professional"
column of this Schedule 1 pertaining to or derived from the physicians
subscribers to the WebMD service to be sponsored by DuPont under this
Agreement and/or the physician subscribers to the WebMD service to be
sponsored by Microsoft Corporation under that certain Microsoft
Collaboration and Cross-Promotion Agreement between Microsoft
Corporation and WebMD, Inc., dated May 6, 1999.
7. DuPont's right to the revenue derived from Advertising/Sponsorship on
the professional site shall begin on the day it begins sponsorship of
physician subscribers to the WebMD service other than those subscribers
referred to on Schedule 2 of this Agreement.
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