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EXHIBIT 10.38
DuPont
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
[LOGO]
Executive Vice President - DuPont
Chairman - DuPont Europe
March 30, 1999
Mr. Xxxx Xxxxxx
WebMD, Inc.
400 The Lenox Building
0000 Xxxxxxxxx Xxxx XX,
Xxxxxxx, Xxxxxxx 00000
Dear Xxxx,
COLLABORATION AGREEMENT; WARRANT AGREEMENT;
INVESTMENT AGREEMENT
Further to the above agreements which we have executed on the date of this
letter, we set out below our further agreement on two issues not expressly dealt
with in the above documents.
WebMD will provide appropriate DuPont personnel with access to information
relating to WebMD's business, including but not limited to the following:
documents of incorporation and related corporate records; litigation to which
WebMD is a party; copies of all relevant agreements between WebMD and third
parties, to the extent that WebMD is permitted to disclose them by the terms
thereof; and, WebMD's S1 filing, amendments thereto and the comments of the SEC.
Notwithstanding the provisions of Section 8.1 of the Collaboration
Agreement, DuPont confirms that WebMD may disclose the Collaboration Agreement,
or details of the terms thereof, to third parties during the course of due
diligence or negotiation of a relationship related to WebMD's internet service,
provided that any copies of the Collaboration Agreement, or details of the terms
thereof, so disclosed are redacted or edited in order to prevent disclosure of
DuPont as a party thereto. After the signature of a letter of intent or similar
document with any such third party, WebMD may disclose un-redacted or unedited
copies of the Collaboration Agreement, or details of the terms thereof, provided
that any such third party is bound by obligations of confidentiality to WebMD.
Kindly indicate your acceptance of the above by countersigning the enclosed
copy of this letter.
Sincerely,
/s/
Xxxx X. Xxxxxxxx
Executive Vice President
Countersigned:
/s/
Xxxx Xxxxxx
CEO WebMD, Inc.
