Exhibit 10.1

ASSET PURCHASE AGREEMENT

BETWEEN

HEALTHGATE DATA CORP.

AND

EBSCO PUBLISHING, INC.

TABLE OF CONTENTS

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the “Agreement”) is made as of the 18th day of January, 2005 by and among HealthGate Data Corp, a Delaware corporation (the “Company”), on the one hand, and EBSCO Publishing, Inc., an Alabama corporation (the “Buyer”), on the other hand.

WHEREAS, the Company desires to sell, and Buyer desires to purchase, substantially all of the Company’s assets and certain of its liabilities related to the Company’s patient content repository business (the “Business”) including, without limitation, the product currently branded as the “Heath Outreach Toolkit” and the products set forth on Schedule 1.1 hereto (collectively, the “Product”) for the consideration set forth below, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1.              Purchase and Sale of the Assets

1.1.           Purchase of the Assets . Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), the Company will sell, transfer, convey, assign and deliver to the Buyer, and the Buyer will purchase, acquire, accept and pay for, all the Company’s right, title and interest in and to all of the assets used by the Company in the operation of the Business, of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, including, without limitation, those set forth below and on Schedule 1.1 hereto (collectively, the “Acquired Assets”) but excluding in all instances the Excluded Assets (as defined below):

(a)            all subscriber lists (both former and current subscribers) and open purchase orders existing on the Closing Date and related to the Product, except that the Company shall also retain copies of all such subscriber lists for its use, subject to Section 9.2 below;

(b)            all content and copyrights related to the Product;

(c)            subject to the provisions of Section 1.2, all rights of the Company under any contracts, instruments or agreements related to the Business, including, without limitation, the Contracts (as defined herein) set forth on Schedule 2.4 to this Agreement;

(d)            all electronic and paper copies (if any) of all past editions of the Product;

(e)            the software platform (the “Software Platform”) described on Schedule 9.5 hereto (which is also set forth on Schedule 1.1 );

(f)             all of the Company’s right, title and interest in and to all intangible property rights related to the Product, including, without limitation, United States patents, patent applications, tradenames, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, and all license agreements to which the Company is a party (as licensor or licensee) with respect to the Acquired Assets, all as set forth on Schedule 1.1 attached hereto (the “Intellectual Property”);

(g)            to the extent assignable, all rights in and under all express or implied guarantees, warranties, representations, covenants (including those related to noncompetition), indemnities and similar rights in favor of the Company used in or primarily related to the Business; and

(h)            all equipment and computer hardware listed on Schedule 1.1 .

For purposes of this Agreement, Excluded Assets shall mean (1) those assets, properties and rights of the Company not used in the Business, including, without limitation, all assets, properties and rights of the Company in and to the products currently known as Quality Architect, InteractiveIC and all evidence-based medical guidelines; (2) any minute books, stockholder books, tax books and other similar records of the Company; (3) all cash on hand, cash equivalents and accounts receivable of the Company, whether or not arising out of the Business; (4) all customer pre-payments, whether or not arising out of the Business whenever made prior to the Closing Date, including, without limitation, all deferred revenue received by the Company prior to the Closing Date and related to the obligations set forth on Schedule 1.4 attached hereto; (5) all right, title and interest in and to the “HealthGate” name and trademark and any derivations thereof; (6) all equipment, furniture and computers, whether or not used in connection with the Business, unless such items are expressly set forth on Schedule 1.1 ; (7) all administrative, sales and financial software, whether or not used in connection with the Business; (8) all domain names registered by the Company; and (9) all insurance policies, whether or not covering any of the Acquired Assets prior to the Closing Date. The Excluded Assets shall not be assigned, transferred, conveyed and delivered to the Buyer by the Company.

1.2.           Further Assurances . At any time and from time to time after the Closing, at the Buyer’s request and without further consideration, the Company shall promptly execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation, and take all such other action as the Buyer may reasonably request, more effectively to transfer, convey and assign to the Buyer, and to confirm the Buyer’s title to, all of the Acquired Assets and to carry out the purpose and intent of this Agreement; provided, however, the Buyer shall reimburse the Company for any costs or fees incurred by it in the connection with legal, accounting or other professional services incurred by the Company in complying with such request. Notwithstanding anything herein to the contrary, to the extent that any Contract requires consent to assign such Contract from the Company to the Buyer and such consent is not or cannot be obtained prior to the Closing Date, such Contract for which consent has not been obtained shall remain the property of the Company and the Company and the Buyer shall cooperate to ensure that the parties each receive the full benefit of the transactions contemplated herein. Such cooperation may include the Buyer performing all obligations as a subcontractor for the Company pursuant to any unassigned Contract until the earlier of (i) such consent being obtained or (ii) the next date of expiration or termination of such Contract, and the Company receiving, and remitting promptly to the Buyer, all monies due under such unassigned Contract.

1.3.           Purchase Price for the Acquired Assets . The aggregate purchase price to be paid by the Buyer for the Acquired Assets shall be Eight Million One Hundred Thousand Dollars ($8,100,000) (the “Purchase Price”). The Purchase Price shall be payable by wire transfer of immediately available funds to an account designated by the Company at the Closing.

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1.4.           Assumption of Certain Liabilities.

(a)            Assumed Liabilities . At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the “Instrument of Assumption”) in substantially the form attached hereto as Exhibit A , pursuant to which it shall assume and agree to perform, pay and discharge, and indemnify and hold the Company harmless from, only the following liabilities, obligations and commitments of the Company existing as of such time (the “Assumed Liabilities”):

(i)             all trade accounts payable of the Business that were incurred in the ordinary course of the Company’s business consistent with past practice on or prior to the Closing Date;

(ii)            contractual obligations of the Company that are (a) disclosed on Schedule 2.4, (b) deferred revenue obligations related to the Business as set forth on Schedule 1.4 , or (c) incurred in the ordinary course of the Business consistent with Section 5.1 below after the date hereof and prior to the Closing Date and which relate solely to the Business (collectively, the “Assumed Contracts”); provided , however , that (x) Buyer shall not assume any liability or obligation of the Company with respect to any breach of or failure of performance under any Assumed Contract by the Company, and (y) the Company shall retain all liabilities and obligations under Assumed Contracts to the extent that the Buyer does not receive the benefits associated with such Assumed Contracts due to the failure of the Company and the Buyer to obtain a consent to assignment from any other party required by the terms of any such Assumed Contract.;

(iii)           the accrued vendor expenses incurred in the ordinary course of the Business consistent with past practice on or prior to the Closing Date and related to the Business as set forth on Schedule 1.4 hereto; and

(iv)           all accrued vacation of the employees set forth on Schedule 1.4 hereto (the “Business Employees”) and the contractual severance obligation of Paul Harman, as set forth on Schedule 1.4 with respect to, and only with respect to, those Business Employees who are employed by the Buyer.

(b)            Retained Liabilities . The Buyer shall not at the Closing assume or agree to perform, pay or discharge, and the Company shall remain unconditionally liable for, all obligations, liabilities and commitments, fixed or contingent, known or unknown, of the Company, other than the Assumed Liabilities, including, without limitation, any liabilities or obligations related to (i) any Excluded Assets, (ii) brokers or other third parties acting on behalf of the Company in connection with the sale of the Acquired Assets and Business, (iii) any employee benefit plan maintained by the Company (other than accrued vacation and severance obligations assumed with respect to the Business Employees as provided in Section 1.4(a)(iv)), and (iv) costs or expenses incurred by the Company in connection with this Agreement or the transactions contemplated herein.

1.5.           Allocation of Purchase Price and Assumed Liabilities .  Within 180 days after the Closing, the Buyer will prepare, subject to the Company’s review and acceptance, which shall not be unreasonably withheld or delayed, an allocation of the aggregate amount of the Purchase Price and the Assumed Liabilities among the Acquired Assets as provided in

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Section 1060 of the Internal Revenue Code of 1986 (the “Code”) and regulations promulgated thereunder.  If the Company disputes the allocation, the parties will work in good faith to reach a mutually agreeable resolution.  Both the Buyer and the Company hereby agree to file all necessary tax returns consistent with, and not to take any position on any income, transfer or gains tax return inconsistent with, such allocation, including the reporting of information on Form 8594 filed with the Internal Revenue Service.

1.6.           Closing .   The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Epstein Becker & Green, P.C., 111 Huntington Avenue, Boston, Massachusetts 02199 at 10:00 a.m., Boston Time, within one week after the Company obtains the consent of its stockholders to the consummation of the transactions contemplated herein (the “Closing Date”) or at such other place, time or date as may be mutually agreed upon in writing by the parties.  The transfer of the Acquired Assets to the Buyer shall be deemed to occur at 10:01 a.m., Boston time, on the Closing Date.

2.              Representations of the Company .

The Company represents and warrants to the Buyer as follows:

2.1.           Organization .   The Company is a corporation duly organized and existing in good standing under the laws of the State of Delaware with full corporate power to carry on its business as now conducted. The Company is qualified to do business and is in good standing in Massachusetts and in each other jurisdiction in which such qualification is required, except where the failure to be so qualified would not have a material adverse effect on the Acquired Assets or the Business.

2.2.           Authorization .   Except as set forth on Schedule 2.2 hereto, the Company has the full power, right and authority to enter into and perform this Agreement without the consent of any other person or entity. This Agreement has been duly authorized by all necessary corporate action of the Company, and has been duly executed and delivered on behalf of the Company and is a valid and binding Agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors rights generally.

2.3.           Ownership of Acquired Assets .  The Company owns and possesses and has, and at the Closing will transfer to the Buyer, good and marketable title to all of the Acquired Assets, free and clear of liens, defects as to title, charges, encumbrances and rights of third parties.

2.4.           Acquired Assets Complete . The Company has no agreements, leases, licenses or contracts that relate to the Business that are not being sold and validly assigned (subject to any required consents) as part of the Acquired Assets. All such agreements, leases, licenses and contracts, oral and written, are described on Schedule 2.4 attached hereto (the “Contracts”). The Company has in all respects performed all the obligations required to be performed to date and is not in default or alleged to be in default under any such Contract and, to the Company’s knowledge, there exists no event, condition or occurrence which after notice or lapse of time, or both, will constitute such default, except where such default would not have a

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material adverse effect on the Acquired Assets.  Except as set forth on Schedule 2.4 , all such Contracts are assignable to the Buyer without consent.

2.5.           Intellectual Property .

(a)            All patents, trademarks, service marks, trade names, trade name or brand name registrations, copyrights and copyright registrations, domain names and all pending applications and applications to be filed, if any, therefor, owned by the Company and used by the Company in, or primarily related to the Acquired Assets or Business, together with information in respect of the filing, registration or issuance thereof, and expiration dates, is set forth on Schedule 2.5 hereto (the “Owned IP Assets”).  Except as set forth on Schedule 2.5 hereto, no licenses, sublicenses, covenants or agreements have been granted or entered into by the Company with respect to the Owned IP Assets.  The Company owns the entire right, title and interest in and to the Owned IP Assets and each such item is in full force and effect, has not been abandoned by the Company and is free and clear of all liens, restrictions and encumbrances.  To the Company’s knowledge, the Owned IP Assets are not currently being challenged in any way and are not involved in any pending or threatened interference proceeding.  Schedule 2.5 hereto also sets forth all intellectual property rights licensed by the Company and used in or primarily related to the Business (the “Licensed IP Assets”).  The Company has the right to use any and all intellectual property not owned by the Company which is utilized in the Acquired Assets and Business in the manner such is used, and the Licensed IP Assets are each in full force and effect, have not been abandoned and are free and clear of all liens, restrictions and encumbrances.

(b)            The Acquired Assets include all patents, trademarks, service marks, trade names, brand names, domain names, copyrights, licenses, applications, inventions, proprietary processes and know-how, formulae, works and trade secrets used in and all such assets necessary for conduct of the Business as presently conducted.  The operation of the Business by the Company and the use of the Owned IP Assets and the Licensed IP Assets by the Company do not infringe or misappropriate the intellectual property rights of any third party.

(c)            The Company has no knowledge of and has not received written notice or any threats from any third party that the operation of the Business as it is currently conducted, or any act, product or service of the Business, infringes or misappropriates the intellectual property rights of any third party or constitutes unfair competition or trade practices under the laws of any jurisdiction.

(d)            To the knowledge of the Company, no third party is infringing or misappropriating any Owned IP Assets.

(e)            The Company has taken commercially reasonable steps to protect its rights in the confidential information and trade secrets of the Company used in the Business and any trade secrets or confidential information of third parties used in the Business.

(f)             The Company has all right, title and interest in and to all intellectual property rights in the Software Platform.  The Company has developed the Software Platform through its own efforts and for its own account and the Software Platform is free and clear of all liens, restrictions and encumbrances.  The current use by the Company of the Software Platform does not breach any term of any license or other contract between the Company and any third party.

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(g)            To the best knowledge of the Company, the Software Platform does not infringe any copyright or trade secret or any other intellectual property right of any third party.  The source code for the Software Platform has been maintained by the Company in confidence.

(h)            The Software Platform was (i) developed by the Company’s employees working within the scope of their employment at the time of such development; (ii) developed by agents, consultants, contractors or other persons who have executed appropriate instruments of assignment in favor of the Company as assignee that have conveyed to the Company ownership of all of its intellectual property rights in the Software Platform; or (iii) acquired by the Company in connection with acquisitions in which the Company obtained appropriate representations, warranties and indemnities from the transferring party relating to the title to the Software Platform.  The Company has not received notice from any third party claiming any right, title or interest in the Software Platform.

(i)             The Company has not granted rights in the Software Platform to any third party.

2.6.           Litigation .  There is no action, suit, investigation or proceeding to which the Company is a party pending or threatened in writing (or, to the knowledge of the Company, otherwise threatened) before any court, governmental or regulatory agency, authority or body or arbitrator against or affecting the Acquired Assets or the Business or the Company’s right to conduct the Business as currently conducted.

2.7.           Insurance . With respect to the Acquired Assets and the Business, the Company has in full force and effect all policies of insurance described on Schedule 2.7 attached hereto, which policies provide adequate insurance with respect to all risks normally insured against by companies similarly situated.

2.8.           Solvency .

(a)            The Company is not now insolvent and will not be rendered insolvent by the transactions contemplated by this Agreement.  Immediately after the consummation of the transactions contemplated by this Agreement: (i) the Company will be able to pay its liabilities as they become due in the ordinary course of its business, (ii) the Company will not have unreasonably small capital with which to conduct its business, (iii) the Company will have assets (calculated at fair market value) that exceed its liabilities, and (iv) taking into account all pending and threatened litigation, final judgments against the Company in actions for money damages are not reasonably anticipated to be rendered at a time when, or in amounts such that, the Company will be unable to satisfy any such judgments promptly in accordance with their terms (taking into account the maximum probable amount of such judgments in any such actions and the earliest reasonable time at which such judgments might be rendered) as well as all other obligations of the Company.

(b)            No bulk sales transfer laws apply to the transactions contemplated herein.

2.9.           Compliance with Laws . Except as set forth on Schedule 2.9 hereto, the Acquired Assets and the Business have been, and prior to the Closing Date were, conducted in compliance with all statutes, laws, ordinances and regulations of any governmental entity which would be applicable to the Business.  The Company has not received written notice of, nor does

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the Company have knowledge of, any condition or event relating to the Acquired Assets or the Business which by the passage of time would result in the violation of any such statute, law, ordinance or regulation of any governmental entity applicable to the Business which would have a material adverse effect on the Business or the Acquired Assets.  Except as set forth on Schedule 2.9 , the Company is not a party to or bound by any order, judgment, plan, decree, injunction, rule or award of any governmental entity relating to the Business or the Acquired Assets.

2.10.         Absence of Undisclosed Liabilities . As of the date hereof, the Company has, and as of the Closing Date, the Company will have, no liability of any nature, whether accrued, absolute, contingent or otherwise, that materially adversely affects the Acquired Assets and that is not disclosed in this Agreement or any certificate, schedule or other instrument, list or written information required to be furnished by the Company pursuant to this Agreement.

2.11.         No Violation .  The execution and delivery of this Agreement and the consummation of the transactions contemplated herein do not and will not:

(a)            violate, conflict with or result in a breach of or default under any of the terms, provisions or conditions of the articles of incorporation or bylaws of the Company or any written agreement or instrument to which the Company is a party and by which any of the Acquired Assets is bound or, to the knowledge of the Company, any statute, regulation or court or administrative order or process applicable to the Acquired Assets;

(b)            result in the creation of any lien, charge or encumbrance upon any of the Acquired Assets under any of the foregoing;

(c)            terminate, delay or give any party thereto the right to terminate, delay, amend, abandon, or refuse to perform any provision of any agreement or instrument which constitutes part of the Acquired Assets; or

(d)            accelerate or give any party thereto the right to accelerate or modify the time within which, or the terms under which, the Company is to perform any such agreement or instrument that are part of the Acquired Assets.

2.12.         Employees .   The total annual compensation for the calendar year ending December 31, 2004, including, without limitation, salaries, bonuses and other benefits, which was paid by the Company to the Business Employees is as set forth on Schedule 1.4 hereto.  Schedule 1.4 hereto also sets forth the annualized base salary for calendar year 2005 for such Business Employees.  Except as disclosed on Schedule 1.4 , the Company is not a party to or bound by any employment agreement related to the Business.  With respect to such Business Employees, there is no pending or, to the Company’s knowledge, threatened dispute between or involving the Company and any of the Business Employees nor is any union representing or claiming to represent such Business Employees.  There are not and have not been any strikes or work stoppages in effect or currently threatened against the Company which had or would have a material adverse effect on the Acquired Assets or Business, nor have any strikes or work stoppages which would have or have had such an effect been enjoined by any order, writ, injunction or decree of any court or federal, state, municipal or other governmental agency or instrumentality, domestic or foreign.  The Company has not received a claim from any governmental entity to the effect that the Company has improperly classified a person as an

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independent contractor with respect to the Business.  The Company has not made any verbal commitments to any employee, consultant or independent contractor utilized in the Business with respect to compensation, promotion, retention, termination, severance or similar matters in connection with the transactions contemplated by this Agreement or otherwise.  Proper amounts have been withheld by the Company from the Business Employees for all periods prior to the Closing in compliance with the tax withholding provisions of applicable Federal, foreign, state and local laws.  Hours worked by and payments made to the employees of the Company utilized in the Business have been in substantial compliance with the Fair Labor Standards Act or any applicable laws of the United States, any state or other jurisdiction dealing with such matters.

2.13.         Employee Benefit Plans .   Except for a 401(k) retirement savings plan, to which the Company has not made, and is not required to make, contributions on the part of its employees, the Company does not maintain any employee benefit plans as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or any employee pension benefit plans as defined in Section 3(2) of ERISA.

2.14.         Company SEC Filings .   As of their respective filing dates and except as noted in the filings themselves, the filings made by the Company on Forms 8-K, 10-K and 10-Q with the Securities and Exchange Commission (“SEC”) prior to the date hereof (the “SEC Documents”) complied in all material respects with the requirements of the Exchange Act of 1934, as amended, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading, except to the extent corrected by a subsequently filed document with the SEC.

2.15.         Tax Matters .

With respect to the Business, for all periods prior to the date of this Agreement:

(a)            all taxes due from the Company have been fully paid or adequate provisions made therefore; and

(b)            there are no liens, judgments or security interests on any of the Acquired Assets that arose in connection with any failure (or alleged failure) to pay any tax other than for current taxes not yet due and payable.

2.16.         Disclosure . To the best knowledge of the Company, neither this Agreement, nor any certificate, schedule or other instrument or list required to be furnished by the Company pursuant to this Agreement, contains, or will contain, any untrue statement of a material fact.

3.              Representations of the Buyer

The Buyer represents and warrants to the Company as follows:

3.1.           Organization and Authority .   The Buyer is a corporation duly organized and existing in good standing under the laws of the State of Alabama with full corporate power to carry on its business as now conducted.  The Buyer is qualified to do business and is in good standing in Massachusetts.

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3.2.           Authorization .   The Buyer has the full power, right and authority to enter into and perform this Agreement without the consent of any other person or entity.  This Agreement has been duly authorized by all necessary corporate action of the Buyer and has been duly executed and delivered on behalf of the Buyer, and is a valid and binding Agreement of the Buyer, enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors rights generally.

3.3.           Financial Capability .   The Buyer has the financial capacity to perform all of its obligations under this Agreement.  The Buyer, immediately after the Closing:  (i) will be solvent; (ii) will be able to meet its obligations and debts as they become due; (iii) the value of the Buyer’s assets at such time will exceed the Buyer’s liabilities; and (iv) the Buyer will have adequate capital for the conduct of its business, including, without limitation, the Acquired Assets.

3.4.           Disclosure .   To the best knowledge of the Buyer, neither this Agreement nor any certificate, schedule or other instrument or list required to be furnished by the Buyer pursuant to this Agreement, contains, or will contain, any untrue statement of a material fact.  In determining to purchase the Acquired Assets, the Buyer is not relying on any statement of the Company other than those contained herein.

4.              Access to Information; Public Announcements

4.1.           Access to Management, Properties and Record s .  From the date of this Agreement until the Closing Date, the Company shall afford the officers, attorneys, accountants and other authorized representatives of the Buyer reasonable access upon reasonable prior notice and during normal business hours to all management personnel, offices, properties, books and records of the Company to the extent such relate to the Business, for the sole purpose of facilitating the Closing of the transactions contemplated hereunder.  Upon prior written consent of the Company, the Buyer may contact the Company’s vendors and customers of the Business for the sole purpose of facilitating the Closing of the transactions contemplated hereunder.

4.2.           Publicity and Confidentiality .   As a publicly-held company, the Company plans to make a press release concerning the transactions contemplated herein promptly after execution of this Agreement.  The Company’s press release shall be in the form set forth on Schedule 4.2 .  The Company may make further disclosures concerning such transactions as are required or as the Company deems appropriate in its filings with the U.S. Securities and Exchange Commission and in connection with the Company’s solicitation of its stockholders’ consent to such transactions.  The Buyer agrees not to make any announcement concerning the transaction without the prior written consent of the Company (and such consent may be withheld by the Company until such time as the Company is prepared to announce the transactions or details of the transactions itself).

5.              Pre-Closing Covenants of the Company

5.1.           Conduct of Business .  From the date hereof until the Closing Date, the Company shall:

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