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Biotech / Medical : WebMD Health Corp
WBMD 66.480.0%Sep 18 5:00 PM EST

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To: Michael Olds who wrote (304)10/12/2001 5:25:00 PM
From: tech101  Read Replies (1) of 326
 
Quintiles and WebMD Announce Settlement Agreement

RESEARCH TRIANGLE PARK, N.C. and ELMWOOD PARK, N.J., Oct. 12

PRNewswire/

Quintiles Transnational Corp. (Nasdaq: QTRN - news) and WebMD Corporation (Nasdaq: HLTH - news) today mutually announced the settlement of the litigation between the companies and the resolution of their disputes.
Under the terms of the settlement, the companies agreed to terminate all of their business agreements, including their Data Rights and Internet Product Development and Marketing agreements, and WebMD agreed to purchase from Quintiles for $185 million in cash all 35 million shares of WebMD common stock held by Quintiles.

Pursuant to the court order, Quintiles will continue to receive de- identified data from WebMD until Feb. 28, 2002. Following that date, WebMD and Envoy will have no further obligation to provide any data to Quintiles. Quintiles will have no continuing obligation to share operating income or to fund product development.

As part of the financial terms, Quintiles will also have the right to receive a contingent payment (payable at WebMD's option in cash and/or stock) in the event that, on or before June 30, 2004, WebMD is acquired at a price per WebMD share greater than $4.00 or Envoy is sold at an aggregate price of greater than $500 million. WebMD has no obligation to pursue either of these transactions under this arrangement and has indicated that it has no intention of doing so.

In the case of the execution of a definitive agreement related to an acquisition of WebMD before June 30, 2003, the contingent payment to Quintiles will equal the amount by which the price paid exceeds $4.00 per share, multiplied by 35 million. If an acquisition is agreed to after June 30, 2003, and closes before June 30, 2004, the contingent payment will be 80% of that amount.

In the case of the execution of a definitive agreement related to a sale of Envoy before June 30, 2003, the contingent payment to Quintiles will equal 10% of the amount by which the sale price exceeds $500 million. If a sale is agreed to after June 30, 2003, and closes before June 30, 2004, the contingent payment will be 80% of that amount.

In a joint statement, Quintiles Chairman Dennis Gillings, Ph.D., and Martin J. Wygod, Chairman of the Board of WebMD, said: ``We recognize that the discussions over the past several months have been difficult and the issues complex, but we're both pleased with the outcome. We believe that this agreement, which allows each company to pursue its own strategy, is to the mutual benefit of both companies.''
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