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Exhibit 10.9  


 
 

AMENDMENT NO. 1 TO CONTENT AGREEMENT    
    


        THIS AMENDMENT No. 1 ("Amendment") is made and effective as of March 1, 2004 (the "Effective Date") pursuant to Section 9.4 of the Content
Agreement dated as of November 1, 2002 (the "Agreement") between HCA—Information Technology & Services, Inc., a Tennessee corporation with an address of 2555 Park
Plaza, Nashville, TN 37203 ("Licensee") and HealthGate Data Corp., a Delaware corporation with an address of 25 Corporate Drive, Burlington, MA 01803 ("HealthGate"). 



        Licensee
and HealthGate hereby agree as follows: 



	1.
	Section 1
of the Agreement is hereby amended to add the following:



	1.17
	"Article"
shall mean articles written by HealthGate and licensed to Licensee for incorporation into Newsletters distributed by Licensee to its end users using the HealthGateWay Tool.



	1.18
	"HealthGateWay
Tool" shall mean the software licensed to Licensee hereunder for use by Licensee in distributing Newsletters incorporating Articles.



	1.19
	"Newsletters"
shall mean electronic newsletters distributed by Licensee to its end users.






	2.
	Section 1.2
of the Agreement is hereby amended to read as follows:



	1.2
	"Authorized
Users" shall mean (i) Licensee, (ii) Affiliates, (iii) any Participant, or (iv) any person who has access to the Licensed Content through the
Licensee's website or the Newsletters under this Agreement.






	3.
	Section 2
of the Agreement is hereby amended to add the following: 



        2.6    Articles.    



        (a)   HealthGate
shall develop, host and maintain Articles that will contain the Licensed Content. The Licensee will be provided access to the Articles in the manner set forth
on Schedule A-1 attached hereto. 


        (b)   The
Articles shall be accessed by up to fifty (50) user accounts within Licensee ("User Accounts") for incorporation into Newsletters using the HealthGateWay
Tool. Licensee will have the sole responsibility to design, create, edit, manage, review, update and maintain its Newsletters that will include the Articles and the Licensed Content. Distribution by
more than fifty (50) User Accounts shall result in the imposition of the additional charges set forth in Schedule B. 


        (c)   Subject
to the terms and conditions of this Agreement, HealthGate hereby grants to Licensee a non-exclusive, non-transferable license to publicly
perform and display the Articles in issues of its Newsletters and allow Authorized Users to access the Articles in issues of its Newsletters. 



        (d)   Licensee
agrees to display all disclaimer and warranty information that is associated with the Articles, including without limitation a disclaimer to the effect that in
no event shall HealthGate, or any of its agents, employees, representatives or affiliates be in any respect legally liable to any User in connection with any Articles and that HealthGate makes no
warranty or guaranty as to the accuracy, completeness, correctness, timeliness, or usefulness of any Articles. 


        (e)   Licensee
agrees to display each Article in its entirety. 


        (f)    Each
User Account shall distribute Articles through its Newsletters to not more than ten thousand (10,000) e-mail addresses per month. Distribution to more
than ten thousand 









 





(10,000)
e-mail addresses by any User Account in any month shall result in the imposition of the additional charges set forth in  Schedule B. 



	4.
	Section 6.1
of the Agreement is hereby amended to add the following:



	6.1.1
	Notwithstanding
anything in this Agreement to the contrary, and unless otherwise terminated as provided hereunder, Sections 1.2, 1.17, 1.18, 1.19, 2.6 and 5.1 shall expire on
March 1, 2005 and each other provision of this Agreement shall survive until March 1, 2005 solely with respect to Newsletters and to the extent necessary to carry out the provisions of
Sections 2.6 and 5.1.






	5.
	Section 9.5
of the Agreement is hereby amended to change HealthGate's contact information to the following:



	

	Veronica
Zsolcsak

Chief Financial Officer

HealthGate Data Corp

25 Corporate Drive

Burlington, MA 01803

veronicaz@healthgate.com

781.685.4016—voice

781.685.4140—fax






	6.
	Schedule A of the Agreement is hereby amended to add Newsletters, Articles and HealthGateWay Tool to the Licensed Content.



	7.
	The
Schedule A-1 attached to this Amendment will be attached to and made a part of the Agreement and all references
to Schedule A-1 will mean the Schedule A-1 attached to this
Amendment.



	8.
	Schedule B of the Agreement is hereby amended to add the following: 






Licensee
shall pay HealthGate an annual fee of sixty-five thousand dollars ($65,000) for the Newsletters under the terms of this Agreement on or before March 31, 2004. If any User
Account distributes Articles through its Newsletters to more than ten thousand (10,000) e-mail addresses in any month, HealthGate will invoice Licensee a charge of $20 per 1,000 additional
e-mail addresses. HealthGate will invoice the Licensee a charge of $600 for each User Account in excess of fifty (50) User Accounts. Payment of invoices for these charges is due to
HealthGate within 30 days of the invoice date. 




	9.
	Except
as otherwise expressly provided herein, all of the terms and conditions of the Agreement will remain in full force and effect. 




        IN
WITNESS WHEREOF, duly authorized representatives of the parties have executed this Amendment No. 1 under seal as of and effective the date first written above: 



	HealthGate Data Corp.	 	HCA—Information Technology & Services, Inc.
	

By:	

/s/ Veronica Zsolcsak
	
 	

By:	

/s/ Timothy Portale

	Name:	Veronica Zsolcsak	 	Name:	Timothy Portale
	Title:	Chief Financial Officer	 	Title:	Chief Financial Officer
	Address:	25 Corporate Drive

Burlington, Massachusetts 01803	 	Address:	 
	email:	veronicaz@healthgate.com	 	email:	 
	Phone:	781.685.4016	 	Phone:	 
	Fax:	781.685.4040	 	Fax:	 




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SCHEDULE A-1: Newsletters    
    


	1.
	On
the first day of each calendar month, HealthGate makes available to customer a total of 15 articles to choose from in The HealthGateWay newsletter product by posting such Articles
in The Content Selector Interface (CSI) of the product.



	2.
	The
Content Selector Interface (CSI) in The HealthGateWay newsletter tool lists the TITLE of each article.



	3.
	12
of the 15 monthly newsletter articles are current magazine-style features covering a variety of topics selected from HealthGate's monthly editorial calendar, all with a "last
review" date within the previous month.



	4.
	The
other 3 of the 15 monthly newsletter articles comprise a "topic of the month" based on either a seasonal health issue, a National Health Observance, or important breaking
medical news. The "topic of the month" is made up of 1 Conditions InBrief fact sheet article, plus 2 other relevant articles from the HealthGate content repository. All 3 articles would have a "last
review" date within the previous year. Users of the newsletter tool are advised to incorporate all 3 articles as a set if they choose to include the topic of month in their newsletter.



	5.
	Users
may choose any or all of the 15 monthly Articles for issues of their own Newsletter. At the beginning of the subsequent month, 15 new Articles would be available as a new
set to replace the current set. 


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AMENDMENT NO. 1 TO CONTENT AGREEMENT

SCHEDULE A-1: Newsletters