EX-10.60 ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

WEBMD HEALTH CORP. | Conceptis Technologies Inc., | Maple Leaf Medical Media, Inc.

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This Asset Purchase Agreement involves

Purchase and Sale.

On and subject to the terms and conditions of this Agreement, the Vendor agrees to sell, transfer, assign, convey and deliver to Purchaser, and the Purchaser agrees to purchase, acquire and accept from the Vendor, at the Closing, all right, title and interest in and to the Assets. Notwithstanding the foregoing, the transfer of the Data (as defined in the Data Transfer Protocol attached as Exhibit 2.1 hereto) shall be transferred in the manner set forth in said Data Transfer Protocol.

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Title: EX-10.60 ASSET PURCHASE AGREEMENT
Date: 3/16/2006
Industry: Computer Services Law Firm: Davies Ward Phillips & Vineberg LLP;Wilmer Cutler Pickering Hale and Dorr LLP

EX-10.60 ASSET PURCHASE AGREEMENT, Parties: webmd health corp. , conceptis technologies inc. , maple leaf medical media inc.

EXHIBIT 10.60

Conformed Copy

Asset Purchase Agreement

Dated as of October 31, 2005

Among

Conceptis Technologies Inc.,

WebMD, Inc.

and

Maple Leaf Medical Media, Inc.

Table of Contents


ARTICLE 1 DEFINITIONS AND INTERPRETATION			1
1.1 Definitions			1
1.2 Interpretation			9
ARTICLE 2 PURCHASE AND SALE; CLOSING			9
2.1 Purchase and Sale			9
2.2 Assets			10
2.3 Cash Purchase Price			10
2.4 Escrow			11
2.5 Assumption of Liabilities			11
2.6 The Closing			12
2.7 Allocation of Purchase Price among the Assets			13
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE VENDOR			14
3.1 Organization and Good Standing			14
3.2 Authority; Validity; Consents			14
3.3 No Conflict			14
3.4 Subsidiary			15
3.5 Financial Statements			15
3.6 Immoveable (Real) Property			15
3.7 Sufficiency of Assets			16
3.8 Moveable (Personal) Property			16
3.9 Brokers or Finders			16
3.10 Environmental and Health and Safety Matters			16
3.11 Employee Benefit Plans			17
3.12 Compliance with Legal Requirements; Permits			18
3.13 Legal Proceedings			18
3.14 Insurance			18
3.15 Absence of Certain Changes and Events			19
3.16 Material Contracts			19
3.17 Binding Nature of Material Contracts			20
3.18 Employees and Labor Relations			20
3.19 Intellectual Property			21
3.20 Site Content			24
3.21 Page Views and Unique Visitors			24
3.22 Databases			25
3.23 Significant Customers and Suppliers			25
3.24 Related Party Transactions			25
3.25 Accounts Receivable			26
3.26 Taxes			26
3.27 GST and QST Registration			26
3.28 Residence			26
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PURCHASER			27
4.1 Organization and Good Standing			27
4.2 Authority; Validity; Consents			27
4.3 No Conflict			27
4.4 Legal Proceedings			27
4.5 Brokers or Finders			28
ARTICLE 5 PRE-CLOSING COVENANTS OF THE VENDOR			28
5.1 Operation of the Business			28

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5.2 Negative Covenant			28
5.3 Required Approvals			30
5.4 Shareholder Approval			30
5.5 Access to Information			30
5.6 Exclusivity			31
5.7 Best Efforts			31
5.8 Confidentiality			32
5.9 Notice of Developments			32
5.10 Purchaser GST and QST Registration			32
5.11 Termination of Plans			32
5.12 Offer letters for US Employees			32
ARTICLE 6 PRE-CLOSING COVENANTS OF PURCHASER			33
6.1 Required Approvals			33
6.2 Confidentiality Obligations			33
6.3 Best Efforts			33
ARTICLE 7 CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER TO CLOSE			33
7.1 Accuracy of Representations			34
7.2 Vendor’s Performance			34
7.3 Delivery of Certificates			34
7.4 No Order			34
7.5 Governmental Authorizations			34
7.6 Required Consents			34
7.7 Employment Agreements			34
7.8 Release of Encumbrances			34
7.9 Update of the Disclosure Schedule			34
7.10 Requisite Shareholder Approval			35
7.11 FIRPTA			35
7.12 Opinion			35
ARTICLE 8 CONDITIONS PRECEDENT TO THE OBLIGATION OF THE VENDOR TO CLOSE			35
8.1 Cash Purchase Price			35
8.2 Accuracy of Representations			35
8.3 Purchaser’s Performance			35
8.4 Delivery of Certificates			36
8.5 No Order			36
8.6 Governmental Authorizations			36
8.7 Required Consents			36
8.8 Requisite Shareholder Approval			36
8.9 Employment Agreements			36
ARTICLE 9 POST-CLOSING COVENANTS			36
9.1 General			36
9.2 Proprietary Information			36
9.3 Cooperation in Litigation			37
9.4 Cooperation on Tax Matters; Transfer Taxes; GST			37
9.5 Employee Matters			38
9.6 Access to Books, Records, etc.			39
9.7 Solicitation and Hiring			39
9.8 Non-Competition			39
9.9 Collection of Accounts Receivable			40
9.10 Use of Name			40

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ARTICLE 10 TERMINATION			40
10.1 Termination Events			40
10.2 Effect of Termination			41
ARTICLE 11 INDEMNIFICATION; REMEDIES			41
11.1 Survival			41
11.2 Indemnification by the Vendor			42
11.3 Indemnification by Purchaser			42
11.4 Notice of Potential Claims for Indemnification			43
11.5 Third Party Claims			45
11.6 Insurance			46
11.7 Miscellaneous			46
ARTICLE 12 GENERAL PROVISIONS			46
12.1 Expenses			46
12.2 Notices			46
12.3 Waiver			47
12.4 Entire Agreement; Amendment			47
12.5 Assignment			48
12.6 Severability			48
12.7 Governing Law; Consent to Jurisdiction and Venue			48
12.8 Counterparts			48
12.9 Time of Essence			48
12.10 No Third Party Beneficiaries			48
12.11 Public Announcements			48
12.12 Language			49

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Exhibits and Schedules

Exhibits


Exhibit 1.1.38	—	Form Escrow Agreement
Exhibit 2.1	—	Data Transfer Protocol
Exhibit 2.6.2.3(i)	—	Form of Bill of Sale
Exhibit 2.6.2.3(ii)	—	Form of Stock Transfer Power
Exhibit 2.6.2.4	—	Form of Instrument of Assumption
Exhibit 3.5	—	Financial Statements
Exhibit 7.12	—	Opinion of Counsel to Vendor

Schedules

Schedule 1.1.80	—	List of certain Permitted Encumbrances
Schedule 2.7	—	Allocation of Purchase Price
Schedule 3.18	—	Employees and Labor Relations
Schedule 4.1	—	Purchaser’s Organization and Good Standing
Schedule 4.2	—	Authority; Validity; Consents
Schedule 4.5	—	Brokers or Finders
Schedule 5.2	—	Exceptions from Vendor’s Negative Covenants
Schedule 7.8	—	Release of Encumbrances
Schedule 9.5.1	—	Eligible Employees
Disclosure Schedule


		* The exhibits and schedules to the Asset Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Registrant will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.

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Asset Purchase Agreement

This Asset Purchase Agreement (this “ Agreement ”) is made as of October 31, 2005 (the “ Effective Date ”) by and among Conceptis Technologies Inc., a Canadian Corporation (the “ Vendor ”), WebMD, Inc., a Georgia corporation (“ WebMD ”) and Maple Leaf Medical Media, Inc., a Delaware corporation (the “ Purchaser ”).

R ecitals

Whereas , the Vendor provides medical and health care information, media services and education to Persons, including physicians in certain key medical specialties, including by means of different web-based services, Internet web portals and CD-ROMs;

Whereas , the Purchaser wants to acquire the Business by acquisition of all of Vendor’s Assets and the Assumed Liabilities,

Whereas , the respective Boards of Directors of the Vendor, the Purchaser and WebMD have approved the acquisition of the Business pursuant to the terms hereof;

Whereas , the Purchaser has, as of the date hereof, entered into employment agreements with certain employees (the “ Employment Agreements ”) which will become effective as of the Closing, provided that the respective party thereto accepts employment with the Purchaser; and

Whereas , certain shareholders of the Vendor have entered into certain letter agreements with Purchaser as of the date hereof, whereby each such party has agreed to certain covenants with the Purchaser (collectively, the “ Voting Agreements ”);

Now, Therefore , in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the Parties agree as follows:

ARTICLE 1
Definitions and Interpretation


1.1	Definitions.

	For purposes of this Agreement, the following terms have the meanings specified or referenced below:

		1.1.1	“Accounts Receivable” means all of the Vendor’s trade and other accounts receivable, and notes and loans receivable, that are payable to the Vendor and all rights to unbilled amounts for products delivered or services provided, together with any security held by the Vendor for the payment thereof.

		1.1.2	“Affiliate” means, with respect to any specified Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such specified Person. For purposes of this definition, “control,” when used in connection with any specified Person, means the power to direct the management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract, in fact or otherwise, and the terms “controls”, “controlling” and “controlled” have correlative meanings.

		1.1.3	“Agreed Amount” shall mean part, but not all, of the Claimed Amount.

		1.1.4	“Agreement” has the meaning set forth in the appearance hereto.

		1.1.5	“Arbitration Rules” shall mean the provisions relating to arbitration contained in Book VII of the Code of Civil Procedure (Quebec) in effect from time to time.


			1.1.6			“Arbitrator” has the meaning set forth in Section 11.4.4.

			1.1.7			“Assets” has the meaning set forth in Section 2.2.

			1.1.8			“Assumed Liabilities” has the meaning set forth in Section 2.5.1.

			1.1.9			“Audited Financial Statements” has the meaning set forth in Section 3.5.

			1.1.10			“Business” means the business of the Vendor and the Subsidiary on the Effective Date, being (i) the provision of medical and health care information, media services and education, including by means of meetings, presentations, web-based services, Internet web portals or CD-ROMS, or (ii) the operation or sponsorship of one or more web sites which web site or sites has as its principal business focus providing medical and health-related information to consumers or health care professionals, selling advertising or educational programs to the pharmaceutical or medical device industries, editing medical reference materials and/or producing original content related to these activities.

			1.1.11			“Business Day” means any day the banks are open for business in Montréal and New York.

			1.1.12			“Cash Purchase Price” has the meaning set forth in Section 2.3.

			1.1.13			“Claimed Amount” shall mean the amount of any Losses incurred or reasonably expected to be incurred by the Indemnitee and claimed by the Indemnitee in an Indemnification Notice.

			1.1.14			“Closing” has the meaning set forth in Section 2.6.1.

			1.1.15			“Closing Date” means the date and time as of which the Closing occurs as set forth in Section 2.6.1.

			1.1.16			“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

			1.1.17			“Commitments” has the meaning set forth in Section 3.19.12.

			1.1.18			“Confidentiality Agreement” means the confidentiality agreement executed by WebMD, Inc. and Berkery, Noyes & Co., LLC dated May 23, 2005 concerning the non-disclosure of the Vendor’s confidential information and trade secrets.

			1.1.19			“Contract” means any agreement, contract, obligation, promise, instrument, indenture or undertaking (whether written or oral) that is legally binding.

			1.1.20			“Controlling Party” shall mean the party controlling the defense of any Third Party Claim.

			1.1.21			“Copyrights” has the meaning set forth in Section 1.1.55.

			1.1.22			“Designated Sites” means www.theheart.org; www.thekidney.org; and www.jointandbone.org

			1.1.23			“Disclosure Schedule” means the disclosure schedule delivered to Purchaser by the Vendor on the Effective Date and annexed to this Agreement.

			1.1.24			“Disclosure Statement” shall mean a written proxy or information statement or circular which includes a summary of the contents of this Agreement that are material to the matters to be brought before the shareholders of the Vendor for the Requisite Shareholder Approval, and contains such other information as may be required by law.

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			1.1.25			“Dispute” shall mean the dispute resulting if the Indemnitor in a Response disputes its liability for all or part of the Claimed Amount.

			1.1.26			“Documents” means all books, records, accounts, ledgers, files, documents, correspondence, lists (including customer and prospect lists), manufacturing and procedural manuals, Intellectual Property Rights records, sales and promotional materials, studies, reports and other printed or written materials of the Vendor or the Subsidiary, in each case relating to the Business or the Assumed Liabilities, but excluding any minute books of Vendor.

			1.1.27			“Domain Names” has the meaning set forth in Section 1.1.55.

			1.1.28			“Effective Date” means the date as of which this Agreement was executed as set forth in the appearance hereto.

			1.1.29			“Eligible Employees” has the meaning set forth in Section 9.5.1.

			1.1.30			“Employment Agreements” has the meaning set forth in the Recitals hereto.

			1.1.31			“Encumbrance” means any charge, lien, mortgage, hypothec, deed of trust, pledge, security interest, option, right of first refusal, easement, servitude, restrictive covenant, encroachment, encumbrance, or other similar restriction, whether arising by contract or by operation of law.

			1.1.32			“Environmental and Health and Safety Laws” has the meaning set forth in Section 3.10.

			1.1.33			“Environmental and Health and Safety Permits” means any Governmental Authorization required under any Environmental and Health and Safety Laws.

			1.1.34			“Equity Interest” means (a) any capital stock, share, partnership or membership interest, unit of participation or other similar equity interest (however designated) in any Person, and (b) any option, warrant, purchase right, conversion right, exchange right or other similar right which would entitle any other Person to acquire any such equity interest in such Person or otherwise entitle any other Person to share in the equity, profits, earning, losses or gains of such Person (including stock appreciation, phantom stock, profit participation or other similar right).

			1.1.35			“ERISA” shall mean the U.S. Employee Retirement Income Security Act of 1974, as amended and any regulations and rules issued thereunder.

			1.1.36			“ERISA Affiliate” shall mean any entity which is, or at any applicable time was, a member of (1) a controlled group of corporations (as defined in Section 414(b) of the Code), (2) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (3) an affiliated service group (as defined under Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes or included the Vendor.

			1.1.37			“Escrow Agent” shall mean Wilmington Trust Company, a Delaware banking corporation.

			1.1.38			“Escrow Agreement” shall mean an escrow agreement in substantially the form attached hereto as Exhibit 1.1.38 .

			1.1.39			“Escrow Amount” has the meaning set forth in Section 2.4.

			1.1.40			“Escrow Fund” shall mean the fund established pursuant to the Escrow Agreement and including the Escrow Amount.

			1.1.41			“Excise Tax Act” means the Excise Tax Act (Canada), together with the regulations promulgated thereunder, as amended or supplemented from time to time.

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			1.1.42			“Excluded Assets” has the meaning set forth in Section 2.2.

			1.1.43			“Excluded Liabilities” has the meaning set forth in Section 2.5.2.

			1.1.44			“Financial Statements” has the meaning set forth in Section 3.5.

			1.1.45			“GAAP” means Canadian generally accepted accounting principles, applied on a consistent basis, approved by the Canadian Institute of Chartered Accountants or any successor institute, applicable as at the date on which any calculation or determination is required to be made.

			1.1.46			“Governmental Authority” means any Canadian or U.S. federal, state, provincial or local, or any foreign government, governmental authority, regulatory or administrative authority or any court, tribunal or judicial body having competent jurisdiction, including any commission, board or arbitrator.

			1.1.47			“Governmental Authorization” means any approval, consent, license, permit, waiver, or other authorization issued, granted or otherwise made available by or under the authority of any Governmental Authority.

			1.1.48			“GST” means the Goods and Services Tax levied under Part IX of the Excise Tax Act .

			1.1.49			“Hazardous Substance” means any “pollutant”, “contaminant”, “solid waste”, “hazardous waste”, “hazardous material” or “hazardous substance” under any Environmental and Health and Safety Laws.

			1.1.50			“Indebtedness” means (i) any indebtedness of the Vendor or the Subsidiary for borrowed money, whether short term or long term, (ii) any indebtedness arising under capitalized leases, conditional sales contracts and other similar title retention instruments, (iii) all Liabilities secured by any Encumbrance on any property owned by the Vendor, and (iv) all Liabilities under any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement or other similar agreement designed to protect the Vendor against fluctuations in interest rates.

			1.1.51			“Indemnification Claim” has the meaning set forth in Section 11.4.1.

			1.1.52			“Indemnification Notice” has the meaning set forth in Section 11.4.1.

			1.1.53			“Indemnitee” has the meaning set forth in Section 11.4.1.

			1.1.54			“Indemnitor” has the meaning set forth in Section 11.4.1.

			1.1.55			“Intellectual Property Rights” means (i) all registered and unregistered trademarks, trademark registrations, trademark rights and renewals thereof, trade names, trade name rights, corporate names, servicemarks, servicemark registrations and renewals thereof, servicemark rights, and all applications to register the same ( *“Trademarks”* ); (ii) all issued foreign and domestic patents, patent rights, patent applications ( *“Patents”* ); (iii) all registered and unregistered copyrights, copyright registrations, renewals thereof, and applications to register the same ( *“Copyrights”* ); (iv) all software, computer programs, computer systems, modules and related data (incl. all source and object codes) and databases and materials other than shrink-wrap or other licenses for off-the-shelf software ( *“Software”* ); (v) all Internet domain names ( *“Domain Names"* ), URLs, and Internet web-sites and the content thereof ( *“Internet Sites”* ); (vi) all licenses, sublicenses and agreements pursuant to which the Vendor or the Subsidiary has acquired rights in or to any

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						Trademarks, Patents, Copyrights, Software, Domain Names, Internet Sites or Proprietary Rights other than shrink-wrap or other licenses for off-the-shelf software ( *“Licenses-In”* ); (vii) all licenses, sublicenses and agreements pursuant to which the Vendor or the Subsidiary has licensed or transferred any rights to any Trademarks, Patents, Copyrights, Software, Domain Names or Proprietary Rights ( *“Licenses-Out”* ); (viii) all Proprietary Rights (including in each case of (i) through (vii) above, all copies and embodiments thereof, in electronic, written or other media). As used herein, the term *“Proprietary Rights”* means all categories of goodwill, trade secrets, trade dress, know-how, inventions, invention disclosures (whether or not patentable and whether or not reduced to practice), inventor rights, reports, discoveries, developments, research and test data, blueprints, technology, ideas, compositions, quality records, engineering notebooks, models, processes, procedures, prototypes, patent records, manufacturing and product procedures and techniques, troubleshooting procedures, failure/defect analysis data, drawings, specifications, designs, ingredient or component lists, formulae, plans, proposals, technical data, copyrightable works, financial, marketing, customer and business data, pricing and cost information, business and marketing plans, selling information, marketing information, customer and supplier lists and information, Site Content and all other confidential and proprietary information.

			1.1.56			“Internet Sites” has the meaning set forth in Section 1.1.55.

			1.1.57			“ITA” means the Income Tax Act (Canada), together with the regulations promulgated thereunder, as amended or supplemented from time to time.

			1.1.58			“Knowledge” means with respect to any matter in question, the actual knowledge of such matter by the relevant Party’s Specified Officers without inquiry. For purposes of this definition, the term “Specified Officers” means (i) with respect to the Vendor, Roger Simard, Greg Ogrodnick, Kathleen Wickman, Éric Beaudoin, Marc-André Nadon, Linda Giering, Ian Temple and Réjean Rochette, and (ii) with respect to the Purchaser, David Schlanger, Doug Wamsley, Wayne Gattinella, Anthony Vuolo, Judy Blackwell, Steve Zatz and Floss O’Sullivan.

			1.1.59			“Leased Real Property” has the meaning set forth in Section 3.6.

			1.1.60			“Leases” means all leases, subleases, licenses, concessions and other agreements, whether oral or written, including all amendments, extensions, renewals, guaranties and other agreements with respect thereto, to which the Vendor or the Subsidiary is a party and pursuant to which the Vendor or the Subsidiary uses or occupies or has the right to use or occupy any Real Property.

			1.1.61			“Legal Requirement” means any applicable federal, provincial, state, local, municipal, foreign, international, multinational, or other administrative Order, constitution, law, ordinance, rules, codes, requirements, principle of common law, regulation, statute or treaty, including any applicable laws governing privacy and the protection of personally identifiable information.

			1.1.62			“Liability” shall mean all liabilities and obligations (whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due).

			1.1.63			“Licenses-In” has the meaning set forth in Section 1.1.55.

			1.1.64			“Licenses-Out” has the meaning set forth in Section 1.1.55.

			1.1.65			“Listed Intellectual Property” has the meaning set forth in Section 3.19.1.

			1.1.66			“Losses” of a Person means any claims, liabilities, losses, damages, deficiencies, assessments, judgments and costs or expenses (including out-of-pocket expenses for reasonable attorneys fees) actually incurred or sustained by the indemnified party, but specifically excluding any special, indirect, incidental or consequential damages (including economic loss and loss of profits) unless awarded by a Governmental Authority to a person bringing a Third Party Claim.

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			1.1.67			“Material Adverse Effect” means any change, event, effect or condition that, individually or together with any other change, event, effect or condition, could reasonably be expected to be materially adverse to the Business, Assets, Liabilities, results of operations or condition (financial or other) of the Vendor and the Subsidiary, taken as a whole and in light of the circumstances on the Effective Date; provided, however, that none of the following shall constitute a Material Adverse Effect: (a) any adverse change, event, effect or condition that is caused by conditions affecting the Canadian, U.S. or world economy or markets generally, or (b) any adverse change, event, effect or condition that is caused by conditions generally affecting the industries and markets in which the Business operates.

			1.1.68			“Material Contracts” has the meaning set forth in Section 3.16.

			1.1.69			“Most Recent Balance Sheet” has the meaning set forth in Section 3.5.

			1.1.70			“Most Recent Balance Sheet Date” has the meaning set forth in Section 3.5.

			1.1.71			“Net Working Capital” has the meaning set forth in Section 2.2.10.

			1.1.72			“Non-controlling Party” shall mean the party not controlling the defense of any Third Party Claim.

			1.1.73			“Open Source Materials” has the meaning set forth in Section 3.19.10.

			1.1.74			“Order” means any award, writ, injunction, judgment, order, or decree entered, issued, made, or rendered by any Governmental Authority.

			1.1.75			“Ordinary Course of Business” shall mean the ordinary course of business consistent with past custom and practice (including with respect to frequency and amount).

			1.1.76			“Organizational Documents” means, with respect to any Person, such Person’s certificate and/or articles of incorporation and general bylaws, or other similar constituent or organizational documents such as a partnership agreement, unlimited or limited liability company agreement, shareholders’ agreement and/or other similar documents, in each case as amended to date.

			1.1.77			“Page View” means a page (file) sent to a browser as a result of a single request by an individual user (i.e., human person) received by a server. Page Views do not include pages viewed by internal staff at the Vendor, and do not include pages on the Sites viewed by spiders, crawlers, search engine robots or other automated/machine programs, and do not include page views acquired through the payment of any fee. In addition, Page Views do not include associated graphics images, javascript includes, audio files, etc, that are sent with an HTML file or additional HTML files sent to build a “frame-set” and all the associated image files associated with them.

			1.1.78			“Party” or “Parties” means, individually or collectively, Purchaser and the Vendor.

			1.1.79			“Patents” has the meaning set forth in Section 1.1.55.

			1.1.80			“Permitted Encumbrances” means such of the following as to which no enforcement collection, execution, levy or foreclosure proceedings shall have been commenced (i) Encumbrances for Taxes not yet due or payable (ii) Encumbrances in favor of vendors, carriers, warehousemen, repairmen, mechanics, workers, material-men, construction or other Encumbrances arising by operation of law in respect of obligations that are not yet due, (iii) Encumbrances arising pursuant to discharged indebtedness which are to be released at or prior to the Closing, (iv) easements, servitudes, reservations, rights of way, restrictions, covenants, conditions and other similar

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						encumbrances whether of record or apparent, including road, highway, pipeline, railroad and utility easements and servitudes, and municipal, zoning and building by-laws not incurred in connection with any indebtedness which do not, individually or in the aggregate, materially interfere with the use, occupancy or operation of the Leased Real Property as currently used, occupied and operated or as intended to be used, occupied and operated; (v) statutory Encumbrances incurred or deposits made in the Ordinary Course of Business in connection with workers’ compensation, employment insurance and other social security legislation and (vi) the Encumbrances listed on Schedule 1.1.80 .

			1.1.81			“Person” means any individual, corporation (including any non-profit corporation), partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization, labor union or other entity or Governmental Authority.

			1.1.82			“Personal Property” has the meaning set forth in Section 3.8.

			1.1.83			“Post-Closing Obligations” has the meaning set forth in Section 11.1.

			1.1.84			“Proceeding” means any action, arbitration, appeal, audit, claim, complaint, hearing, investigation, litigation, or suit (whether civil, criminal, administrative or investigative) filed, commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Authority.

			1.1.85			“Proprietary Rights” has the meaning set forth in Section 1.1.55.

			1.1.86			“Purchaser” has the meaning set forth in the appearance hereto.

			1.1.87			“Purchaser Threshold Amount” has the meaning set forth in Section 11.3.3.

			1.1.88			“Purchase Price” means the aggregate of the Cash Purchase Price and the assumption by the Purchaser of the Assumed Liabilities.

			1.1.89			“QST” means the Québec Sales Tax levied under Title I of the Québec Sales Tax Act.

			1.1.90			“Québec Sales Tax Act” means An Act respecting the Québec Sales Tax (Québec) together with the regulations promulgated thereunder, as amended or supplemented from time to time.

			1.1.91			“QTA” means the Taxation Act (Québec) together with the regulations promulgated thereunder, as amended or supplemented from time to time.

			1.1.92			“Real Property” means any and all real/immovable property.

			1.1.93			“Related Party” means any partner, shareholder, director, officer or Affiliate (including a wife, husband, or other Person controlled by, controlling or under common control with another Person) of the Vendor.

			1.1.94			“Related Party Debt” means any indebtedness owed by the Vendor or the Subsidiary to a Related Party.

			1.1.95			“Related Party Transactions” has the meaning set forth in Section 3.24.

			1.1.96			“Representative” means with respect to a particular Person, any director, officer, employee, agent, consultant, advisor, or other representative of such Person, including legal counsel, accountants and financial advisors.

			1.1.97			“Requisite Shareholder Approval” shall mean the approval of the sale of the Assets by the Vendor

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						to the Purchaser as contemplated by this Agreement by two-thirds (2/3) of the votes represented by the outstanding shares of each class or series of outstanding shares of the capital stock of the Vendor entitled to vote thereon and voting in person or by proxy at a meeting called for that purpose, as required by the Canada Business Corporations Act and other Legal Requirements.

			1.1.98			“Response” shall mean a written response containing the information provided for in Section 11.4.2.

			1.1.99			“Restricted Employee” shall mean any person who either (i) was an employee of the Purchaser on either the date of this Agreement or the Closing Date or (ii) was an employee of the Vendor or the Subsidiary on either the date of this Agreement or the Closing Date and received an employment offer from the Purchaser within five business days following the Closing Date.

			1.1.100			“Session” means the accessing of a Site by a Unique Visitor during any calendar period.

			1.1.101			“Site Content” means all of the health, medical and pharmaceutical information and other Intellectual Property Rights (other than Intellectual Property Rights belonging to third parties and identified as such on the respective Designated Site) displayed or available on the Designated Sites.

			1.1.102			“Sites” has the meaning set forth in Section 3.19.11.

			1.1.103			“Software” has the meaning set forth in Section 1.1.55.

			1.1.104			“Subsidiary” means Conceptis Technologies USA Inc., a Delaware corporation.

			1.1.105			“Tax” or “Taxes” means any tax, assessment, charge, duty or levy imposed by any federal, provincial, municipal, local or foreign governmental authority, including income, sales, payroll, property, import, customs, excise, gross receipts, profits, goods and services, capital, severance, stamp, occupation, franchise, withholding, employment or unemployment, use, transfer, registration, Canada Pension Plan and Québec Pension Plan contributions and provincial worker’s compensation payments, and like taxes and other governmental charges of any kind, and including any interest, penalty, or addition thereto.

			1.1.106			“Tax Return” means a report, return, amended return, declaration, claim for refund or other information required or permitted to be filed or supplied to a Governmental Authority with respect to Taxes, including any amendment thereto.

			1.1.107			“Third Party Claim” means any Proceeding that is instituted against an Indemnitee by a Person other than an Indemnitor or another Indemnitee.

			1.1.108			“Trademarks” has the meaning set forth in Section 1.1.55.

			1.1.109			“Transaction Documents” means this Agreement and all any other agreements, instruments, or documents entered into pursuant to this Agreement, including the Escrow Agreement, the Employment Agreements, the Voting Agreements and the instruments of conveyance and assumption referred to in Sections 2.6.2.3 and 2.6.2.4.

			1.1.110			“Transaction Expenses” means all costs and expenses incurred by or on behalf of the Purchaser or the Vendor, as the case may be, in connection with the preparation, execution and performance of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, including all fees of all Representatives including attorneys, accountants, and financial advisors.

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		1.1.111	“Transferred Employees” has the meaning set forth in Section 9.5.1.

		1.1.111	“Transferred Employees” has the meaning set forth in Section 9.5.1.

		1.1.112	“Unaudited Financial Statements” has the meaning set forth in Section 3.5.

		1.1.113	“Unique Visitor” means one individual machine/browser that has accessed a Site (i.e., a Unique Visitor represents a single machine with a single cookie accessing the particular Site, not the number of different persons accessing the Site). A Unique Visitor does not include internal staff at the Vendor and does not include spiders, crawlers, search engine robots or other automated/machine programs viewing pages on the Sites and does not include visitors associated with page views acquired by the payment of any fee.

		1.1.114	“Vendor” has the meaning set forth in the appearance hereto.

		1.1.115	“Vendor Benefit Plans” has the meaning set forth in Section 3.11.1.

		1.1.116	“Vendor Intellectual Property” has the meaning set forth in Section 3.19.3.

		1.1.117	“Vendor Threshold Amount” has the meaning set forth in Section 11.2.3.

		1.1.118	“Voting Agreements” has the meaning set forth in the Recitals to this Agreement.

1.2	Interpretation.

		1.2.1	Currency . Unless otherwise expressly provided herein, all dollar amounts and amounts referred to with “$” in this Agreement and the other Transaction Documents are in United States funds; dollar amounts referred to with “C$” are in Canadian Funds.

		1.2.2	Construction . All words used in this Agreement shall be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “ including ” does not limit the preceding words or terms and means “including without limitation”.

		1.2.3	Section Headings . The headings of Sections in this Agreement are provided for convenience only and shall not affect its construction or interpretation. Unless otherwise expressly provided, all references to “ Article ,” “ Section ” or “ Sections ” refer to the corresponding Article, Section or Sections of this Agreement.

		1.2.4	Exhibits and Schedules . All Exhibits and Schedules referred to herein and annexed hereto are hereby incorporated herein and made a part hereof as if fully set forth herein.

		1.2.5	Ambiguity . It is expressly acknowledged that the Parties have participated jointly in the negotiation and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

ARTICLE 2
Purchase and Sale; Closing

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2.2	Assets.

	The term “Assets” shall include all of the property, rights, and assets, immovable (real), movable (personal) or mixed, tangible and intangible (including goodwill), of every kind and description, wherever located, whether accrued, contingent or otherwise, belonging to the Vendor at the Closing Date (other than the Excluded Assets), and including all of the following property and assets of the Vendor:

		2.2.1	all Accounts Receivable;

		2.2.2	all fixed assets;

		2.2.3	all Personal Property;

		2.2.4	all Contracts related to the Business;

		2.2.5	all Vendor Intellectual Property;

		2.2.6	all Leases;

		2.2.7	all Equity Interests in the Subsidiary;

		2.2.8	all Documents;

		2.2.9	all Vendor Benefit Plans; and

		2.2.10	cash equal to the amount by which the Net Working Capital of the Vendor is less than $450,000. For purposes hereof, *“Net Working Capital”* means the current assets that are included in the Assets less the current liabilities that are included in the Assumed Liabilities (all as calculated in accordance with GAAP as if the Closing occurred on October 31, 2005).

		The term “Assets” shall not include any of the following (collectively, the *“Excluded Assets”):*

		2.2.11	the Purchase Price delivered to the Vendor pursuant to this Agreement and the Vendor’s rights under this Agreement and the other Transaction Documents;

		2.2.12	cash and cash equivalents of the Vendor on the Closing Date (other than as required to achieve the Net Working Capital);

		2.2.13	all insurance policies of Vendor except the insurance policies relating to the Vendor Benefit Plans;

		2.2.14	prepaid Income Tax of the Vendor, the right of the Vendor to receive Tax refunds and Tax credits receivable by Vendor;

		2.2.15	any Equity Interests not in the Subsidiary; and

		2.2.16	the assets listed at Section 2.2.16 of the Disclosure Schedule.

2.3	Cash Purchase Price.

	For, and in consideration of, the sale by the Vendor to the Purchaser of the Assets, the Purchaser agrees to pay to the Vendor an aggregate purchase price (the *“Cash Purchase Price”)* in the amount of nineteen million dollars ($19,000,000). The Cash Purchase Price, less the Escrow Amount, shall be paid by the Purchaser to the Vendor at Closing, by certified check or wire-transfer.

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2.4		Escrow.