Exhibit 10.22  


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED. 


DATED                              20th February
2007


(1) THE BMJ PUBLISHING GROUP


- and -


(2) EPOCRATES, INC.


AGREEMENT

for the


NEWDX PROJECT


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  CONTENTS  

 






 



							
	 1.
	 	 Definitions afnd Interpretation
	 	 	1	 
	 2.
	 	 NewDx Project
	 	 	

6	 
	 3.
	 	 Project Management
	 	 	

6	 
	 4.
	 	 Project Timetable
	 	 	

8	 
	 5.
	 	 NewDx Content
	 	 	

8	 
	 6.
	 	 NewDx Products
	 	 	

10	 
	 7.
	 	 Operation and Support
	 	 	

11	 
	 8.
	 	 Sales and Marketing
	 	 	

12	 
	 9.
	 	 Intellectual Property
	 	 	

15	 
	 10.
	 	 Financial Terms
	 	 	

17	 
	 11.
	 	 Termination
	 	 	

17	 
	 12.
	 	 Sub-contractors
	 	 	

24	 
	 13.
	 	 Warranties and Undertakings
	 	 	

24	 
	 14.
	 	 Indemnity
	 	 	

25	 
	 15.
	 	 Dispute Resolution
	 	 	

26	 
	 16.
	 	 Force Majeure
	 	 	

27	 
	 17.
	 	 Further Assurances
	 	 	

27	 
	 18.
	 	 Confidentiality
	 	 	

28	 
	 19.
	 	 Notices
	 	 	

28	 
	 20.
	 	 Announcements
	 	 	

29	 
	 21.
	 	 No Assignment
	 	 	

29	 
	 22.
	 	 Regulatory Intervention
	 	 	

29	 
	 23.
	 	 General
	 	 	

29	 
	 24.
	 	 Governing Law and Jurisdiction
	 	 	

30	 
	 25
	 	 Counterparts
	 	 	

30	 




 

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	  Schedule 1—Executive Committee and Project Leaders
	 	 	30	 
	  Schedule 2—NewDx Content Specification
	 	 	

31	 
	  Schedule 3—NewDx Products Specification
	 	 	

48	 
	  Schedule 4—Project Timetable
	 	 	

50	 
	  Schedule 5—Fees
	 	 	

50	 
	  Schedule 6—BMJWebDxPremium SLA
	 	 	

56	 
	  Schedule 7—Support Specification
	 	 	

59	 
	  Schedule 8—Epocrates Business Continuity Plan
	 	 	

61	 
	  Schedule 9—Sponsorship and Advertising Restrictions
	 	 	

62	 
	  Schedule 10—Exit Plan
	 	 	

64	 
	  Schedule 11—Change Process and Request Form
	 	 	

66	 
	  Schedule12—Dispute Resolution
	 	 	

67	 




 

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  AGREEMENT FOR THE NEWDX PROJECT  


 Dated 20th February 2007  


 Between  


	(1)
	THE BMJ PUBLISHING GROUP LIMITED a company incorporated under the laws of England and Wales and registered
under number 03102371 whose registered office is at BMA House, Tavistock Square, London, WC1H 9JP, ("the BMJ") ; and



	(2)
	EPOCRATES, INC, a Delaware Corporation with a principal place of business at 1800 Gateway Drive,
Suite 300, San Mateo, CA 94404, ("Epocrates") 



 Introduction  


	A
	The
BMJ is an international medical publisher including a publisher of evidence-based publications.



	B
	Epocrates
has developed technology for web based and mobile delivery of content and has an existing subscriber base for accessing such content on this
technology.



	C
	The
BMJ and Epocrates now wish to collaborate on a joint project whereby the BMJ will provide point of care content for inclusion in mobile and
web-based products which Epocrates will develop and which the Parties shall market and sell, upon the terms and subject to the conditions contained in this Agreement. 



 It is agreed:  


1.     Definitions and Interpretation  


	1.1
	In
this Agreement, the following definitions apply and cognate expressions shall be construed accordingly: 



BMJ Marks means the trade names, branding, logos and trade marks of the BMJ and any graphical representations of any of the foregoing, examples of which
shall be established in accordance with Clause 3.6; 


BMJWebDxPremium Product means a BMJ private-labelled/re-skin version of the EpocWebDxPremium Product with primary BMJ branding and secondary
Epocrates branding but with the same functionality and user-interface of the EpocWebDxPremium Product in accordance with the NewDx Products Specification including API links to the
Rx Product to be available on a BMJ nominated URL for Subscription access only; 


BMJWebDxPremium Product Royalties means the royalty payments by BMJ to Epocrates in respect of the BMJWebDxPremium Product as further detailed in
Schedule 5; 


BMJWebDxPremium Product SLA means the service level agreement for the hosting, maintenance and operation of the BMJWebDxPremium Product as set out in
Schedule 6; 


Business Days means any day other than a Saturday, Sunday or any public or statutory holiday in the UK or the US; 


Commencement Date means 20th February 2007; 




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Content Advisory Panel means the three (3) person content advisory panel as jointly appointed from time to time by the Parties but to first be
agreed within thirty (30) days of the execution of this Agreement, and if the Parties are unable to agree upon the membership of this panel, each Party shall select one member and the two
members so selected shall select the third member of the panel; 



Content Milestones means the milestones of the 30th, 100th, 250th, 500th and 700th unique monograph within the NewDx Content delivered by
the BMJ to Epocrates under this Agreement and in accordance with the Project Timetable; 


Content Milestone Fees means the payments by Epocrates to the BMJ in respect of each Content Milestone as further detailed in Schedule 5; 


Epocrates Delivery Schema means the proprietary XML schema, as defined and maintained by Epocrates, to be used by BMJ to deliver the NewDx Content to
Epocrates pursuant to Schedule 2; no changes to the Epocrates Delivery Schema may be made without the consent of both Parties. 



Epocrates Marks means the trade names, branding, logos and trade marks of Epocrates and any graphical representations of any of the foregoing, which
shall be established in accordance with Clause 3.6; 


Epocrates Business Continuity Plan means the disaster recovery and emergency back-up protection and hand-over arrangements
further detailed in Schedule 8 as reviewed and amended by the Parties from time to time; 


EpocWebDxFree Product means the free website (with both registration and no registration) for individuals to access, via Internet viewer for Online or
Mobile Platforms (subject always to geographic restrictions for website access as set out in Clauses 8 and 11), information product based around the NewDx Content to be available on a Epocrates
nominated URL with primary Epocrates branding and secondary BMJ branding and in accordance with the NewDx Products Specification; 


EpocWebDxPremium Product means the Subscription access only password protected information website product, for access via Internet viewer for Online or
Mobile Platforms (subject always to geographic restrictions for website access as set out in Clauses 8 and 11), based around the NewDx Content available on a Epocrates nominated URL with
primary Epocrates branding and secondary BMJ branding, sales for which may be bundled with the Essentials Online Product and in accordance with the NewDx Products Specification; 



EpocWebDxPremium Product Royalties means the royalty payments by Epocrates to the BMJ in respect of the EpocWebDxPremium Product as further detailed in
Schedule 5; 


Essentials Mobile Product means the Rx Product plus the MobileNewDx Product, Epocrates ID®, Epocrates LabTM and other
applications selected and distributed by Epocrates from time to time for use on Mobile Platforms; 


Essentials Online Product means the Rx Product plus the NewDx Content and other applications selected and hosted by Epocrates from time to time for use
on Online Platforms; 


Executive Committee means the six (6) person executive committee to which each Party shall appoint three (3) persons, the current members
of which are set out in Schedule 1; 




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Fees means the fees and royalties payable by the Parties in respect of the New Dx Project as set out in Schedule 5; 


Institution means any university, academic centre or library or purchasing facility (including hospital group or government group) for which the
purchasing facility has beds for inpatient treatment; 


Launch Date for a NewDx Product means the date on which such NewDx Product was first made available publicly after the completion of beta testing,
similar pre-launch releases of the NewDx Product and the first sale of a Subscription for the NewDx Product, if applicable, has been made, and in the case of the EpocWebDxFree Product, ten
thousand (10,000) potential users have been notified by Epocrates of the availability of the product, all dates of which shall be notified by Epocrates to BMJ. 


Material Error has the meaning attributed to the term in Clause 5.3. 


MobileFreeNewDx Product means a version of the MobileNewDx Product for access via registration (without a subscription) for the purpose of obtaining
Subscriptions to the MobileNewDx Product and which shall in no circumstances unless agreed to by the Executive `Committee, include more that [*] of the NewDx Content: 



MobileNewDx Product means an updated version of Epocrates' existing Subscription access only Dx product for use on or access from Mobile Platforms
(subject always to geographic restrictions for website access as set out in Clauses 8 and 11), replacing the 5MCC element with the NewDx Content, with primary Epocrates branding and secondary
BMJ branding, for access via Subscriptions and registration (without a subscription) (i.e., includes both the MobileFreeNewDx Product and MobilePremiumNewDx Product) for which may be bundled
with the Essentials Mobile Product and in accordance with the NewDx Products Specification; 


MobileNewDx Product Royalties means the royalty payments by Epocrates to the BMJ in respect of the MobileNewDx Product as further detailed in
Schedule 5; 


Mobile Platforms means technology platforms, including Internet viewers (subject always to geographic restrictions for website access as set out in
Clauses 8 and 11), designed specifically for use on mobile, handheld devices including without limitation Palm OS, Pocket PC and Windows Mobile operating systems; 


MobilePremiumNewDx Product means a version of the MobileNewDx Product for access via Subscription only; 


NewDx Content means the monograph based point of care reference content for health professionals developed by the BMJ under this Agreement developed in
accordance with the NewDx Content Specification and included in the XML schema for the New Dx Products and delivered to Epocrates and includes copies retained by BMJ or Epocrates as otherwise
permitted under this Agreement; 


NewDx Content Specification means the agreed editorial and technical specifications for the NewDx Content as set out in Schedule 2; 


NewDx Products means the BMJWebDxPremium Product, the EpocWebDxFree Product, the EpocWebDxPremium Product and the MobileNewDx Product; 




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NewDx Products Specification means the agreed functional and technical specifications for the NewDx Product platforms as set out in Schedule 3; 



NewDx Project means the development and operation of the NewDx Content and the NewDx Products and all associated and ancillary arrangements as
contemplated by this Agreement; 


Online Platforms means technology platforms providing access to applications through the Internet from standard desktop, laptop and tablet computers and
requiring Internet access at all times during which such applications are being accessed; 


Product Milestones means the delivery milestones in the development of the BMJWebDxPremium Product as set out in the Project Timetable; 



Project Delay has the meaning set out in Clause 4.3; 


Project Leader means the project leader appointed by each Party, the current appointees set out in Schedule 1; 


Project Timetable means the implementation plan for the development, delivery, testing, acceptance, launch and operation of the NewDx Project in
accordance with Schedule 4; 


Promote means to advertise or market as permitted under this Agreement; provided, however, that where Promotions are restricted to specific potential
customers by geography or
client-type, the following activities will not be considered to violate such restrictions so long as the intended targets of the Promotion, as apparent from the text and context of the
Promotion, are potential customers within the restriction: 


	(a)
	Advertising
or promotion on websites with a country extension that is within the permitted geography and client-type shall be permitted even
though available to potential customers that would otherwise be prohibited (e.g., ads and marketing on www.epocrates.com directed toward U.S. individuals may be seen by Institutions outside the
U.S.);



	(b)
	Advertising
and marketing with or through a search engine (e.g., keyword promotions with Google, participation in Google Co-op, Google
Q&A, or other Google programs) which may include, in connection with such search engine programs, providing "teaser" NewDx Content with the search results (the amount of "teaser" content being agreed
by the Executive Committee) ;



	(c)
	Content
provided through journals, public relations, trade shows, email newsletters, on websites or other general communications not directed to individuals
in any particular geography and so may be received by individuals outside the permitted geography shall be permitted even though it discusses NewDx Products barred pursuant to Clause 8.1(g) so
long as the content of the communication does not attempt to circumvent the purpose of Clause 8.1(g);



	(d)
	Content
included in email newsletters, on websites, in journals, trade shows, public relations or other general communications directed or targeted to
individuals who may be affiliated with Institutions or other entities and encourage the individual recipients to support the purchase of a Subscription to a NewDx Product by the Institutions or
entities with which they are affiliated; and 




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	(e)
	Email
or other electronic communications targeted based on registration or other information believed to be reliable that describes the intended recipient
as a person or entity eligible to receive advertising or marketing from or on behalf of the sender without further verification of eligibility (e.g., an email sent to an individual who has
provided registration information indicating that the individual resides in the U.S.); 




Registered Physician has the meaning attributed to such term in Clause 11.4(b). 


Rights means all copyright, database rights, registered and unregistered trade mark rights, registered and unregistered design rights, patent rights and
any and all other intellectual or industrial property or other rights of a similar or analogous nature whether or not registered or capable of registration throughout the world for the full period of
protection and all renewals, revivals, reversions and extensions; 


Rx Product means Epocrates drug information product including versions for both Mobile Platforms and Online Platforms under the Epocrates
Rx®, Epocrates Rx Pro® and Epocrates® Online and other Epocrates tradenames; 


Sponsorship and Advertising Restrictions means the agreed sponsorship prohibitions and other marketing restrictions as set out in Schedule 9; 



Subscriptions means password protected access or access subject to other reasonable authentication mechanism (in accordance with industry standards) in
exchange for fees for NewDx Content other than where ad hoc or promotional trial or demonstration access has been permitted, but including license codes sold enabling access upon download,
registration or similar action by the user to activate the Subscription; 


Support Specification means the agreed user support processes for the NewDx Content and the NewDx Products as set out in Schedule 7; 


Technology Advisory Panel means the three (3) person technology advisory panel as jointly appointed from time to time by the Parties to be agreed
within thirty (30) days of the execution of this Agreement, and if the Parties are unable to agree upon the membership of this panel, each Party shall select one member and the two members so
selected shall select the third member of the panel; 


Term has the meaning set out in Clause 6; 


Third Party Materials has the meaning set out in Clause 9.5; 


United States or US means the fifty United States, the District of Columbia and all US territories and possessions. 


User Data means any content or data generated by or in relation to any person from their use of content or a website including customer/user
registration, transaction and usage data and user submissions (whether or not information relating to individuals who can be identified from that information or that information in combination with
any other information in the possession of the person holding it); 




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Web Traffic Fees means the payments by Epocrates to the BMJ in respect of Visitors to the EpocWebDxFree Product as further detailed in
Schedule 5;  



	1.2
	In
this Agreement, unless otherwise stated:



	(a)
	reference
to any gender includes the others and words in the singular shall include the plural and vice versa;



	(b)
	the
headings in this Agreement are for convenience only and shall not affect its interpretation;



	(c)
	references
to Clauses and Schedules relate to this Agreement and all Schedules to this Agreement are an integral part of this Agreement;



	(d)
	references
to a Party shall mean a party to this Agreement and include references to their respective
successors in title, permitted assigns and novatees and references to a person include an individual, firm, unincorporated association or body
corporate;



	(e)
	reference
to including shall mean including without
limitation; and



	(f)
	all
references to timings set out in this Agreement are to the applicable time in California, U.S.A. unless otherwise stated. 






2.     NewDx Project  



The
BMJ and Epocrates hereby agree to collaborate on and to perform their respective obligations in respect of the NewDx Project upon the terms and subject to the conditions contained in this
Agreement. 




3.     Project Management  


	3.1
	The
Parties have appointed the Executive Committee to be responsible for the oversight of the NewDx Project and the performance of this Agreement, including
the review of project status, product concepts, content directions, business models, costs and other matters. A Party may change any of its members of the Executive Committee at any time by written
notice to the other Party.



	3.2
	Each
Party has appointed a Project Leader, with a named deputy, to be their designated project representative and contact point for the purposes of the day
to day management of the NewDx Project and this Agreement. A Party may change its Project Leader at any time by written notice to the other Party.



	3.3
	The
Project Leaders shall arrange regular telephone meetings during the Term to discuss and minute progress and shall respond promptly to any issues or
requirements relating to the NewDx Project referred to them. They shall seek to resolve any problems arising as quickly and effectively as possible. Any issues which cannot be resolved between them
shall be referred to the Executive Committee. Project Leader shall manage changes to the NewDx Products and other matters relating to the scope of this agreement in accordance with Clause 23
and Schedule 11. 



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	3.4
	The
Executive Committee shall meet on a quarterly basis during the Term with at least one meeting per calendar year in person (two in the first calendar
year) to review and discuss business and product status and directions, with the location of in-person meetings to alternate between San Mateo, California U.S.A. and London, England. As
the NewDx Project develops the Parties may agree to re-schedule meetings on a less frequent basis. In between regular meetings of the Executive Committee either Project Leader may call a
meeting of the Executive Committee to resolve a dispute or disagreement or for any other reason.



	3.5
	Either
Party may observe performance and compliance with the provisions of this Agreement through periodic reviews at the other Party's premises (to be held
at reasonably intervals and so as not to adversely impact on or interfere with the other Party's performance and compliance with the Project Timetable) or in accordance with Clause 6.7 of
Schedule 5, to which the other Party shall grant access at reasonable times on reasonable prior written notice and in compliance with such additional terms as it may reasonably require
including safety and security policies.



	3.6
	Branding
to be used on the NewDx Products, including guidelines to be used respectively, will be agreed by the Executive Committee and will be confirmed in
writing.



	3.7
	The
Project Leaders shall reasonably co-operate to develop disclaimers for the NewDx Products and shall use all reasonable endeavours to agree a
mutual disclaimer for use on the NewDx Products and where applicable within subscription agreements with respective customers and users.



	3.8
	The
Project Leaders or such other personnel of the Parties as appropriate shall also be required to attend such further meetings as are necessary to ensure
that the provision of the NewDx Project occurs in accordance with the terms and conditions of this Agreement.



	3.9
	Epocrates
will coordinate at least one focus group with individual physicians in the US tentatively scheduled for March 1, 2007. In advance of the
focus group, Epocrates and BMJ will agree as to the proposed topics, outline of questions, size, representation, location and format of the focus group(s). BMJ may provide suggestions on any such
matters, but Epocrates will make all final determinations concerning the conduct of the focus group(s) and will be responsible for all expenses incurred in connection with the focus group(s) other
than the costs incurred by BMJ to attend the focus group. At BMJ's expense, a reasonable number of BMJ personnel may attend the focus group, and a summary of the findings and a recording of the
proceedings (if recorded) will be provided to BMJ.



	3.10
	On
a monthly basis, beginning at the end of the first calendar month after Launch of the first NewDx Product for the Online Platform, Epocrates will
provide standardized reports on website usage, by NewDx Product hosted by Epocrates (i.e., BMJWebDxPremium Product, EpocWebDxFree Product and EpocWebDxPremium Product). Reporting for
Institution and other multiple-user licenses will be limited to traffic to the BMJWebDxPremium Product. 



The
reports will include: 


	(a)
	number
of visits during the month, where a visit is a unique session in a day,



	(b)
	number
of unique visitors during the month, where a visitor is a unique individual, to the extent identifiable, regardless of the number of visits by the
individual during the month;



	(c)
	average
number of visits per unique visitor during the month;



	(d)
	number
of page views during the month (tracked by selection, not URL);



	(e)
	a
listing of referring search engine sites, and



	(f)
	a
listing of other referring sites (e.g. MedSearch or banner ad). 




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	3.11
	On
a quarterly basis, beginning at the end of the first calendar quarter after Launch of the first NewDx Product for the Online Platform, Epocrates will
provide standardized reports on aggregate monograph usage across all NewDx Products for Online Platforms hosted by Epocrates. 



The
reports will include: 


	(a)
	number
of times each monograph has been viewed during the quarter,



	(b)
	number
of times each specific monograph section and sub-section has been selected in each monograph,



	(c)
	number
and target of internal links clicked on in each monograph, and



	(d)
	number
and target of BMJ CE links clicked on in a given monograph.






	3.12
	On
a quarterly basis, beginning at the end of the first calendar quarter after Launch of the first NewDx Product for the Online Platform, the reports
required by Schedule 5 will also be provided by Epocrates and by BMJ. 




4.     Project Timetable  


	4.1
	The
Parties agree to perform their respective roles and responsibilities under this Agreement in accordance with the Project Timetable.



	4.2
	Accordingly
each Party agrees to commit all necessary personnel, facilities and resources to complete each project task and deliver each deliverable item by
its respective completion date as set out in the Project Timetable and failure to do so may be a material breach of this Agreement where indicated in accordance with Clause 11.



	4.3
	If
either Party becomes aware that the completion of any project task or delivery of any deliverable item will be or is likely to be completed or delivered
later than required by the Project Timetable (a Project Delay) it must immediately inform the other Party through the project management process
described above. As a result of such report, or the other Party itself having reasonable grounds for suspecting such Project Delay the Parties shall discuss either at the next scheduled meeting or in
the case of a materially significant Project Delay, an emergency meeting or conference call, the circumstances and implications of and the reasons for the Project Delay. 




5.     NewDx Content—  


	5.1
	Subject
to and in consideration of the payment of the Content Milestone Fees by Epocrates to the BMJ, the BMJ shall create and deliver to Epocrates (in the
format as set out in the template and manner both referenced in Schedule 2) the NewDx Content in accordance with the NewDx Content Specification (Schedule 2) and the Project Timetable
(Schedule 4). Subject to BMJ adhering to the NewDx Content Specification, BMJ shall have editorial control over the substance, meaning and style of content within each monograph.



	5.2
	Acceptance
of the NewDx Content shall be agreed by Epocrates and the BMJ based on the NewDx Content Specification and in accordance with the Content
Milestones and the provisions set out below. The acceptance process will include XML loading/technical verification. 



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	5.3
	The
first 30 monographs from the NewDx Content have been delivered to Epocrates. After the initial thirty monographs, the BMJ will deliver additional NewDx
Content monographs in batches of between 15 and 35 monographs every two weeks. Epocrates shall have ten (10) Business Days after receiving each batch delivery of NewDx Content or from signature
of this Agreement (if New DX Content has been received prior to contract signature), thereafterto submit written feedback to the BMJ on any monograph within that delivery and to accept or reject any
particular monograph included in the batch. While it is acknowledged by both parties that Epocrates, in the course of its review of the NewDx Content monographs may identify minor editorial comments
and provide those comments to the BMJ, Epocrates may not reject a monograph unless the monograph (i) fails to meet the requirements of the NewDx Content Specifications or (ii) contains a
Material Error. For the purposes of this paragraph, a "Material Error" means an error or omission in the clinical content of the NewDx Content monograph
that at least two physicians at Epocrates agree is a material error or omission and if not corrected would be likely to be noticed by a significant number of clinicians reviewing the monograph and
would reflect negatively on the parties. For the avoidance of doubt, Epocrates may not reject NewDx Content based on its view regarding content, style and accuracy of information in each monograph
other than in the case of a Material Error. Upon completion of its review, Epocrates shall either:



	(a)
	accept
a monograph as is (though Epocrates may provide written comments on any accepted monograph which the BMJ may accept or reject); or



	(b)
	reject
a monograph and provide reasonable comments and guidance for amendments to a monograph based only on it not adhering to the NewDx Content
Specification or containing a Material Error.






	5.4
	The
BMJ shall have a further ten (10) Business Days for internal review and where external review is required fifteen (15) Business Days
following receipt of the above feedback to amend those monographs within the Content Milestone which were not accepted as is and to re-deliver them to Epocrates.



	5.5
	Epocrates
shall submit further feedback on the terms of Clause 5.3 for each re-delivered monograph. If necessary the BMJ may redeliver a
monograph again in accordance with Clause 5.4. If Epocrates does not provide its feedback within the times required above and the BMJ has provided a written reminder to Epocrates but Epocrates
has still not responded within a further five (5) Business Days after the later of the reminder or the deadline stated above the relevant monographs of the Content Milestone shall be deemed
accepted.



	5.6
	If
the BMJ does not accept the feedback provided by Epocrates regarding whether any monograph is in compliance with the NewDx Content Specification or there
is any other dispute between the Parties regarding the delivery and/or acceptance of the NewDx Content then either Party may refer the matter to the Content Advisory Panel which shall arbitrate and
render an opinion within 15 Business Days on the acceptability of the monograph or other matter referred to it. Neither Party may refer a matter to the Content Advisory Panel until the matter has been
presented to the Executive Committee and has remained unresolved by the Executive Committee for at least ten (10) Business Days after such presentation. The arbitration by the Content Advisory
Panel shall be in lieu of the dispute resolution process set forth in Clause 15. Each Party accepts that the decision of the Content Advisory Panel shall be final and binding.



	5.7
	Incorporation
of the NewDx Content with the NewDx Products will occur via Epocrates retrieving the NewDx Content in accordance with NewDx Content
Specification (Schedule 2) and the Project Timetable (Schedule 4). 



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	5.8
	No
amendments may be made by Epocrates to the NewDx Content other than as expressly permitted in this clause or Clause 11 post termination. For the
avoidance of doubt this includes copyright notices, author names, look and feel and all content within a monograph. If changes are required for example to NewDx Content to fit within the MobileNewDx
Product, then (i) if a change is to be made to the NewDx Content for all NewDx Products, Epocrates may inform BMJ of the desired change or BMJ may initiate the change on its own, and BMJ will
be responsible for making the change, authorizing Epocrates to make the change (for example, correcting errors pending delivery of revised NewDx Content including the change from BMJ) or rejecting the
change, or (ii) if the change is to be made only for the MobileNewDx Product (for example, colors, abbreviations, changes to conform to the available character set on the Mobile Platform), then
Epocrates may make such changes so long as the changes do not change the substantive meaning of the content. BMJ may amend the NewDx Content where this is necessary or highly desirable and shall send
Epocrates the changes. Should Epocrates be required by BMJ to implement a change to the NewDx Content for legal or other important reasons it shall do so in the timeframes specified by BMJ which shall
be reasonably determined by the urgency and the extent and complexity of such changes. 



6.     NewDx Products  


	6.1
	Epocrates
shall design, develop and operate the NewDx Products in accordance with the NewDx Products Specification and the Project Timetable.



	6.2
	Acceptance
of the BMJWebDxPremium Product shall be agreed by Epocrates and the BMJ based on the relevant section of the NewDx Products Specification and in
accordance with the Product Milestones and the provisions set out below.



	6.3
	Epocrates
shall provide access to the BMJ in a format and manner reasonably agreed by the Parties to each Product Milestone to enable the BMJ's testing and
review. The BMJ shall have ten (10) Business Days after receiving access to each Product Milestone to submit written feedback to Epocrates on that Product Milestone
either:



	(a)
	accepting
elements of that Product Milestone as is; or



	(b)
	providing
reasonable comments and guidance for amendments to elements of that Product Milestone; 






in
accordance with the relevant section of the NewDx Products Specification.  



	6.4
	Epocrates
shall have a further fifteen (15) Business Days following receipt of the above feedback to amend those elements of the Product Milestone
which were not accepted as is and to re-provide access to them to the BMJ.



	6.5
	The
BMJ shall submit further feedback on the terms of Clause 6.3 for each element to which access was re-provided. If necessary Epocrates
may re-provide access to an element again in accordance with Clause 6.4. If the BMJ does not provide its feedback within the times required above and Epocrates has provided a
written reminder to the BMJ but the BMJ has still not responded within a further five (5) Business Days after the later of the reminder or the deadline stated above the relevant elements of the
Product Milestone shall be deemed accepted. 



[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


10







 
	6.6
	If
Epocrates does not accept the feedback provided by the BMJ regarding any element of a Product Milestone as in compliance with the relevant section of the
NewDx Products Specification or there is any other dispute between the Parties regarding the design, development and/or acceptance of the BMJWebDxPremium Product then either Party may refer the matter
to Technology Advisory Panel which shall arbitrate and render an opinion within fifteen (15) Business Days on the acceptability of the elements of a Product Milestone or other matter referred
to it. Neither Party may refer a matter to the Technology Advisory Panel until the matter has been presented to the Executive Committee and has remained unresolved by the Executive Committee for at
least ten (10) Business Days after such presentation. The arbitration by the Technology Advisory Panel shall be in lieu of the dispute resolution process set forth in Clause 15. Each
Party accepts that the decision of the Technology Advisory Panel shall be final and binding.



	6.7
	Within
thirty (30) days following acceptance of the 420th monograph, which includes twenty overview monographs, from the NewDx
Content, (but no earlier than as set out in the Project Timetable) or such longer period for any NewDx Product as may be approved by the Executive Committee, Epocrates shall make the NewDx Products
for Online Platforms available for access. Promptly after the later of completion of the SRS for the MobileNewDx Product pursuant to Schedule 3 or execution of this Agreement, the Executive
Committee will establish the date and criteria for Launch of the MobileNewDx Product, Epocrates shall make the NewDx Products for Mobile Platforms available for access. Changes to the Launch criteria
in this clause and the definition of "Launch" may be made by the Executive Committee.



	6.8
	The
BMJWebDxPremium shall be available to the BMJ's authorised users from its Launch Date and, Epocrates shall continue to host, maintain and operate the
BMJWebDxPremium Product from the its Launch Date for the remainder of the Term in accordance with the BMJWebDxPremium Product SLA.



	6.9
	Epocrates
is responsible for hosting the NewDx Products. Epocrates shall at all times comply with, or exceed the requirements of, the Epocrates Business
Continuity Plan for all NewDx Products.



	6.10
	During
the Term, Epocrates and BMJ shall ensure the other Party is granted access rights for their respective NewDx Products for up to 5 staff or
independent contractors to view all aspects of the NewDx Products as would be apparent to a user of that NewDx Product. 




7.     Operation and Support  


	7.1
	The
Parties shall provide first and second line user support for the NewDx Content and the NewDx Products during the Term in accordance with the Support
Specification (Schedule 7).



	7.2
	The
BMJ agrees to create and deliver updates for the NewDx Content to Epocrates during the Term in a format, manner and frequency as set out in the NewDx
Content Specification (Schedule 2). Epocrates agrees to implement each such update for the NewDx Products within thirty (30) Business Days of acceptance, or not later than the first
monthly or quarterly update after such thirty (30) Business Day period if the updates are released at regular intervals. 




[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


11









 







































	7.3
	For
the avoidance of doubt Epocrates agrees that any new releases, upgrades or other developments of the EpocWebDxPremium Product implemented during the
Term shall also be implemented concurrently or with minimal delay within the BMJWebDxPremium Product unless otherwise agreed with BMJ and excluding any advertising or sponsorship which shall not be
included within the BMJWebDxPremium Product, and excluding any other content not expressly agreed in writing by the BMJ. BMJ requires that there is no ambiguity about the source of the NewDx Content
and any changes must in no way imply any influence by pharmaceutical companies or their agents. For the avoidance of doubt, any new developments outside the scope of the EpocWebDxPremium Product that
may link into or from the EpocWebDxPremium Product, including resource centers, CME programs, blogs, discussion groups and other matters, whether or not including or constituting advertising or
sponsored materials will not be implemented within the BMJWebDxPremium Product.



	7.4
	Each
Party agrees and acknowledges there may be a need to develop, update and enhance the NewDx Content and the NewDx Products during the Term in order to
maximise revenue and to reflect developments in the market e.g. by providing new forms of content or in additional formats or with enhanced digital rights management systems or other content
protection systems or technology. The Project Leaders and the Executive Committee shall review and discuss potential developments on a regular basis within the project management procedures set out in
Clause 3.



	7.5
	Epocrates
shall at all times during the Term remain responsible for the NewDx Content in Epocrates' possession or control.



	7.6
	Epocrates
shall not (and shall not permit or authorise any third party, other than authorised users of the NewDx Products, to) during the Term copy,
sub-license, part with possession of, or allow third party access to, the NewDx Content in its possession or control except as necessary to perform applicable obligations under this
Agreement nor remove or modify any burn-in warnings or watermarks included on such materials. Epocrates shall:



	(a)
	advise
each of its employees, contractors and other individuals under Epocrates' control or supervision (in writing) of the criminal and civil liability
that may arise by reason of the piracy, theft, unauthorised copying or unauthorised exhibition of such materials; and



	(b)
	keep
in accordance with the relevant provisions of the NewDx Platforms Specification a record of all employees or contractors who have access to such
materials and shall provide such information to the BMJ on request. 






8.     Sales and Marketing  


	8.1
	The
Parties agree and acknowledge that the NewDx Products may only be marketed and sold during the Term in accordance with the following provisions, subject
always to the Fees due:



	(a)
	Epocrates
may Promote and provide access to the EpocWebDxFree Product without restriction within the US and Canada only to individuals; 






[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


12







 

	(b)
	Epocrates
shall have the exclusive worldwide right to market, distribute and sell NewDx Products for use primarily on Mobile Platforms, and the exclusive
right to market and sell Subscriptions to the MobileNewDx Product, and to distribute MobileFreeNewDx Product without a Subscription, to any customers. For the avoidance of doubt, geographical
restrictions shall apply in accordance with Clause 8 and 11 should any Mobile Platform user wish to access the EpocWebDxFree Product, EpocWebDxPremium Product from outside of the US and Canada;



	(c)
	Epocrates
shall have the exclusive right to Promote, market and sell the EpocWebDxPremium Product to both individuals and physician groups physically
located within the US and Canada. Epocrates does not have the right to (nor to license, permit or authorise any other person to) market or sell the EpocWebDxPremium Product to Institutions outside the
US & Canada, or within the US and Canada other than where these are existing US or Canadian customers as at the date of this Agreement. A list of such customers will be provided to the BMJ
within 3 Business Days following signature of this Agreement. Notwithstanding this, Epocrates will collect a list of its Institutional customers which subscribe to its existing web products or
services between the date of this Agreement and 45 days prior to the Launch Date and shall provide these to BMJ. The Executive Committee shall then agree by at least 30 days before the
Launch Date as to whether Epocrates or BMJ shall be entitled to Promote the web based NewDx Products to such Institutional customers. Unsolicited Institutional sales in the US and Canada are however
permitted, and sales that result from permitted Promotions are considered unsolicited for this purpose. Epocrates may Promote, market and sell the EpocWebDxPremium Product to any entities within the
US and Canada, other than Institutions.



	(d)
	The
BMJ shall have the exclusive worldwide right to Promote, market and sell the BMJWebDxPremium Product to Institutions and any other customer throughout
the world, other than individuals and physician groups within the US and Canada; and



	(e)
	The
BMJ retains the exclusive right to market and Promote the NewDx Content for non-Mobile Platforms, in all territories outside the US and
Canada. The BMJ shall not (nor license, permit or authorise any other person to), except as permitted in Clause 8.1(d), market, sell or Promote products containing the NewDx Content to
customers or subscribers that are physically located in the US and/or Canada (for example doctors in US/Canada, hospitals in US/Canada, or pharma company divisions physically located in US/Canada),
but excluding their branches or offices physically located outside the US and Canada.



	(f)
	Each
party shall have the right to Promote, market and sell its NewDx Products to customers, such as systems vendors, where the delivery is in the form of
XML or web services that enable the customer to present some or all of the NewDx Product or NewDx Content from within its health information technology products. The BMJ shall have the exclusive right
to Promote, market and sell for such purposes to customers whose primary offices are outside the US and Canada, and both parties shall have the right to Promote, market and sell for such purposes to
customers whose primary offices are in the US or Canada. 




[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


13







 

	(g)
	Where
the sale by a Party of a NewDx Product is limited geographically under this Clause 8.1 or 11, the Party so limited may rely on reputable
geographical barring software coupled with subscriber disclosed residence (where registration/subscriptions are required) to determine the location of a potential customer. When feasible, reasonable
arrangements may be made to permit a subscriber who has met the geographical restrictions to access the NewDx Product from beyond the geographic limitations otherwise applicable (e.g., when
travelling). Further, any NewDx Product that would likely be selected by an Internet search engine (e.g., Google) in connection with a search on a clinical term, may provide access to a single
monograph in response to attempted access by an individual outside the permitted geography, but only if (i) no other monographs or NewDx Content is available from the monograph accessed,
(ii) no opportunity is offered to register or otherwise subscribe to access to a NewDx Product or product containing NewDx Content that is not available from that geography, and
(iii) messaging is included or attached to the monograph promoting an appropriate NewDx Product or product containing NewDx Content available under this Agreement from such geographic location,
and if such product is available only from the other Party, such Party's consent concerning the messaging will first be obtained. Finally, each Party acknowledges that additional products or content
may be made available through the same websites as include the NewDx Products, so long as such other products or content are distinct and that any requirement to restrict access to the NewDx Products
under this clause do not apply to any other products or content available through such website. The Executive Committee shall evaluate from time to time as to whether there appears to be abuses by
users of the NewDx Products and attempt to develop ways to overcome such abuses.






	8.2
	Each
Party shall be responsible for its own marketing and sales costs and other costs in relation to the NewDx Project except where otherwise expressly set
out in this Agreement. Either Party may engage third parties to perform Promotion, marketing or selling, including resellers, on behalf of such Party, but such Party shall be responsible for ensuring
that any such third party complies with the limitations set forth in this Clause 8.



	8.3
	The
Parties agree and acknowledge that User Data generated during the license or use of the EpocWebDxFree Product, EpocWebDxPremium Product and the
MobileNewDx Product will be owned by Epocrates, and the User Data generated during the license or use of the BMJWebDxPremium Product and any other products containing NewDx Content marketed by or on
behalf of BMJ pursuant to Clause 8.1(e) will be owned by BMJ. User Data that is collected by a Party as a result of links out of a NewDx Product will be the property of the Party receiving such
User Data even if the NewDx Product that contained the link is associated with the other Party in the first sentence above (e.g., registration information collected by BMJ resulting from a link
in the EpocWebDxPremium Product to BMJ's Clinical Evidence would be the property of BMJ). The Parties agree that collection and use of User Data shall
be in compliance with applicable data protection legislation and regulation and all applicable privacy policies. 



[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


14







 
	8.4
	Both
Parties agree to comply with the Sponsorship and Advertising Restrictions in connection with sponsorship and advertising from third parties included in
the pages of the NewDx Products during the Term. The BMJ shall control, manage and deploy all advertising and sponsorship appearing in or associated with the BMJWebDxPremium Product, and Epocrates
shall control, manage and deploy all advertising and sponsorship appearing in or associated with the EpocWebDxPremium Product, EpocWebDxFree Product and MobileNewDx Product. For the avoidance of
doubt, unless independently agreed to by the Parties, Epocrates shall have no obligation to serve up ads, install links or otherwise manage content, promotional or otherwise, that is exclusively to be
reflected in the BMJWebDxPremium Product. Such Sponsorship and Advertising Restrictions do not apply to any other sponsorship or advertising from third parties accepted by a Party for display outside
the NewDx Products, including other sections of an Epocrates or BMJ website containing a NewDx Product or other portions of a product or suite of products that includes a NewDx Product or portions of
NewDx Content outside the NewDx Product (such amounts of NewDx Content to be agreed by the Executive Committee) or links with a NewDx Product, so long as such locations outside the NewDx Products is
readily discernible from the NewDx Product to an end user.



	8.5
	Prior
to Launch of the first NewDx Product, the Executive Committee will approve guidelines for the Promotion of the NewDx Products ("Promotion
Guidelines"). The Promotion Guidelines will include naming for the NewDx Products which will be determined by the Executive Committee no later than 1st July 2007. Each Party (the
"Promoting Party") agrees to comply with the guidelines approved by the Executive Committee, to provide a copy of all marketing materials to the other Party ("Reviewing Party") at or before the time
of first publication or use of the material, except that marketing materials that merely reuse previously submitted materials without material modifications do not need to be resubmitted (for example,
use of material in different media or in new presentations or communications). If the Reviewing Party believes that any material submitted by the Promoting Party violates the Promotion Guidelines, it
will notify the Promoting Party in writing, specifying the basis for the objection. The Promoting Party will either modify the materials that were the subject of the notice to address the objection or
will cease using the materials until the matter has been resolved. A Promoting Party may include a deadline for the review of the materials of not less than ten (10) Business Days, and if the
Reviewing Party has not objected by such deadline, the Promoting Party will not be obligated to suspend use of the materials in the event of a subsequent objection pending resolution of the matter.
Notwithstanding the foregoing, each Party is responsible for compliance with all applicable laws in connection with the Promotion, marketing and sales of the NewDx Products by or on behalf of such
Party. 



9.     Intellectual Property  


	9.1
	Epocrates
agrees and acknowledges that, as between the Parties, the BMJ is the owner of any and all Rights in:



	(a)
	the
BMJ Marks;



	(b)
	the
NewDx Content;



	(c)
	the
User Data assigned to BMJ pursuant to Clause 8.3; and



	(d)
	any
other materials created or supplied by or on behalf of the BMJ in connection with the NewDx Project; 






(together,
the BMJ Material). 




[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


15







 
	9.2
	The
BMJ agrees and acknowledges that, as between the Parties, Epocrates is the owner of any and all Rights in:



	(a)
	the
Epocrates Marks;



	(b)
	the
NewDx Products excluding the NewDx Content and BMJ Material;



	(c)
	the
User Data assigned to Epocrates pursuant to Clause 8.3; and



	(d)
	any
other materials created or supplied by or on behalf of Epocrates in connection with the NewDx Project; 






(together,
the Epocrates Material).  



	9.3
	Subject
to Clauses 8 and 9.6, the BMJ hereby grants (where relevant by way of present grant of future rights) to Epocrates a
non-exclusive, non-transferable, perpetual licence of all such Rights in the NewDx Content to the extent and in so far as are reasonably necessary to provide the NewDx Products
in accordance with this Agreement during the Term and thereafter but in accordance with the provisions of Clause 11.



	9.4
	Subject
to Clauses 8 and 9.6, Epocrates hereby grants (where relevant by way of present grant of future rights) to the BMJ an exclusive,
non-transferable perpetual licence of all such Rights in the BMJWebDxPremium Product to the extent and in so far as are reasonably necessary for the purposes of BMJ stepping in and being
accessed all necessary software, databases and other requirements, other than the Third Party Materials, should the Epocrates Business Continuity Plan not be successful during the Term if so utilised,
(and which is hereby authorised) and thereafter in accordance with the provisions of Clause 11 and the Exit Plan.



	9.5
	The
Parties agree and acknowledge that the NewDx Content will not contain any third party material which is not owned by BMJ, other than certain
discretionary miscellaneous material which may be licensed in for free. Any other third party material included in any NewDx Content shall be included after the Executive Committee agree to this
including related costs. Where NewDx Content and the BMJWebDxPremium Product both contain elements owned by third parties (including without limitation material included in NewDx Content described
above in this clause, and databases or software licences included in or necessary for the BMJWebDxPremium Product), this shall be identified in the Template and NewDx Products Specification,
respectively (the Third Party Materials). The Parties agree and acknowledge that Epocrates will be responsible for procuring the necessary Rights in
these Third Party Materials included in the BMJWebDxPremium Product, other than where part of the NewDx Content, for Epocrates to host the NewDx Products in accordance with the terms set out in the
NewDx Products Specification. Changes to these shall be updated in writing. BMJ will be responsible for procuring the necessary Rights in the Third Party Materials in order for BMJ to host the
BMJWebDxPremium Product as and when permitted under this Agreement. 



[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


16







 
	9.6
	The
BMJ grants to Epocrates a non-exclusive, non-transferable licence to use the BMJ Marks and Epocrates grants to the BMJ a
non-exclusive, non-transferable licence to use the Epocrates Marks in both cases to the extent and in so far as are reasonably included during the Term on the NewDx Products as
agreed by the Executive Committee PROVIDED THAT each Party undertakes to comply with the reasonable usage guidelines of the other Party and, if so required by the other Party, to enter into a separate
licence agreement with the other Party and/or its licensors incorporating standard and customary protections in favour of the proprietor of such marks and logos. All goodwill arising from such use by
the licensed Party shall accrue to the licensing Party and no action relating to infringement proceedings may be taken or instigated by the licensed party without the licensing party's prior written
consent. Notwithstanding the foregoing, either Party may object in writing at any time to any use of its marks by the other Party, and such other Party shall promptly modify any such use as required
by the licensing Party. All Rights not expressly granted hereunder are reserved to the owning Party which it should be free to exploit in its sole discretion.



	9.7
	In
the event that either Party suspects infringement of the other party's intellectual property rights, being utilised by Epocrates or BMJ under this
Agreement, such Party shall notify the owning Party and that owning Party shall take whatever steps it deems appropriate and commercially viable in order to investigate the suspected infringement and
prevent ongoing infringement if found. Both Parties shall reasonably co-operate with such investigations and preventions.



	9.8
	In
the event that a copyright infringement or claim alleging defamation is alleged regarding any individual aspect of the NewDx Content, and BMJ believes a
substitute is required, Epocrates agrees to reasonably cooperate with replacement of that NewDx Content.



	9.9
	All
rights not expressly granted are reserved. 



10.   Financial Terms  



Subject
to and in consideration of the performance of their respective obligations in accordance with the terms and conditions of this Agreement, Epocrates agrees to pay to the BMJ the Content
Milestone Fees, the Web Traffic Fees, the MobileNewDx Product Royalties and the EpocWebDxPremium Product Royalties and the BMJ agrees to pay to Epocrates the
BMJWebDxPremium Royalties in each case in accordance with the relevant provisions and on the terms set out in Schedule 5. 




11.   Term and Termination  


	11.1
	This
Agreement shall commence on the Commencement Date and shall continue, unless terminated earlier by mutual agreement of the Parties, for an initial
term ending at midnight on 31st December 2011 ("Initial Term"), continuing thereafter for further renewal periods of one calendar year unless terminated by either Party giving no less than six
(6) months written notice to the other Party, such notice to expire at the end of the Initial Term or at the expiry of further year renewal periods, subject to any earlier termination in
accordance with the provisions of this Clause 11 (the Term). 



[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


17









 







































	11.2
	Either
Party may terminate this Agreement on six (6) months written notice to the other Party at any time after 31st December 2009, if the
terminating Party can demonstrate Commercial Failure. Both Parties will use all reasonable endeavours to on their part avoid a Commercial Failure. For the purposes of this Clause 11.2  Commercial Failure means:



	(a)
	in
the case of BMJ invoking this clause, where in either 2009 or 2010 calendar years Epocrates has not accrued royalties, including the Web Traffic Fees,
the MobileNewDx Product Royalties and the EpocWebDxPremium Product Royalties, for BMJ in the sum of [*] or more; or



	(b)
	in
the case of Epocrates invoking this clause where(i) BMJ has not accrued BMJWebDxPremium Product Royalties for Epocrates in the sum of
[*] or more in 2009 or[*]or more in 2010, or (ii) the Visitors per month, as defined in Schedule 5, Clause 2.2(i), is less than
[*] Visitors on average across 2009 or less than [*] Visitors on average across 2010.






	11.3
	In
addition to (and not in substitution for) any other right or remedy, either Party may terminate this Agreement immediately by notice in writing to the
other at any time within six months after the occurrence of any of the following:



	(a)
	the
other Party commits any material breach of this Agreement (which includes both Level 1 and Level 2 breaches as defined below), which if
capable of remedy it fails to remedy within forty (40) Business Days of receiving written notice from the terminating Party requiring such remedy;



	(b)
	the
other Party commits any material and irremediable breach of this Agreement or repeats any material breach which has previously and properly been the
subject of a notice under Clause 11.3(a) above;



	(c)
	the
other Party is affected by a force majeure event in accordance with Clause 16 for a period in excess of forty (40) Business Days;



	(d)
	any
meeting of creditors of the other Party is held or any arrangement or composition with or for the benefit of its creditors (including any voluntary
arrangement as defined in the Insolvency Act 1986 or US Bankruptcy Code) is proposed or entered into by or in relation to such other Party;



	(e)
	a
supervisor, receiver, administrator, administrative receiver or other encumbrance takes possession of or is appointed over or any distress, execution or
other process is levied or enforced (and is not discharged within seven days) upon the whole or any substantial part of the assets of such other Party;



	(f)
	the
other Party ceases or threatens to cease to carry on business or is or becomes unable to pay its debts within the meaning of Section 123 of the
Insolvency Act 1986 or US Bankruptcy Code; or



	(g)
	a
petition is presented, or a meeting is convened for the purpose of considering a resolution, for the making of an administration order, the
winding-up, bankruptcy or dissolution of such other Party; 






[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 


18







 
	11.4
	On
termination of this Agreement under Clause 11.1 or 11.3(c): 



Epocrates'
licence of Rights in the NewDx Content shall be as set forth in this Clause 11.4(a); provided that (i) the rights granted in Clauses 11.4.a.1 through 11.4.a.3 shall be
subject to the Change of Control provisions for Epocrates such that BMJ may terminate the licence should Epocrates have a Change of Control as set out in Clause 21, (ii) BMJ reserves its
right to terminate the licence for breach up until the commencement of the period set out in Clause 11.4.a.4, and (iii) BMJ shall have no obligations to update any NewDx Content during
this period or otherwise: 



11.4.a.1    Epoc Mobile Products.    Up until the period set out in paragraph 11.4.a.4 has expired, Epocrates will have a
royalty free, worldwide, non exclusive, non transferable (except as permitted by Clause 21), non sublicensable right in perpetuity to sell the NewDX Content on Mobile Platforms. Epocrates shall
be permitted to offer free NewDX Content on the Mobile Platforms so long as the proportion of the NewDX Content included in the free product for Mobile Platforms does not exceed 120% of the proportion
of the NewDX Content included in the free product for the Mobile Platforms when the Agreement ended. Thereafter the provisions of Paragraph 11.4.a.4 shall apply. 


11.4.a.2    EpocWebDxFree Product, EpocWebDxPremium Product.    For a period of 5 years post-termination or
expiry, Epocrates shall have the following rights in respect of the NewDx Content on a royalty free, non exclusive, non transferable, non sublicensable basis: 



To
allow access to the EpocWebDxFree Product, EpocWebDxPremium Product and any rights of sales to system vendors of NewDx Content, to any customer within Canada and the US but otherwise on the same
terms of licence as granted during the Term (other than customer restrictions), subject to no royalty being paid to the BMJ during this period. 




11.4.a.3    EpocWebDxFree Product, EpocWebDxPremium Product or any derivatives.    After the 5 year
post-termination period described in Clause 11.4.a.2, and until as set out in
Clause 11.4.a.4, Epocrates may deploy the EpocWebDxFree Product, EpocWebDxPremium Product or any derivatives in accordance with either (a) or (b) below, but not both
simultaneously: 



	(a)
	Royalty Free






          (i)  Epocrates
can sell or allow access to its web based subscription or free product or other new subscription or free product in any media or create any derivative works
containing the NewDx Content for a subscription or free product on a worldwide, royalty free, non exclusive, non transferable, non sublicensable, perpetual basis, but excluding to Institutions outside
the US and Canada, subject to: 



(x)  any
free product must have not more than [*] of the NewDx Content (and as updated), measured on the basis of, monographs, characters, words, or other objective
criteria, as of the end of the Term and accessible by users for access without a paid subscription (paid subscriptions must be based on market rates); and 







[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 


19







 




(y)    the
products for sale or accessed for free outside of the US and Canada which contains the NewDx Content (and as updated) must be substantially different in look and feel and
presentation (including without limitation, colour, typesetting and order of content) and it containing at least 50% of different authors to that within any product BMJ is selling in the rest of world
(outside of the US and Canada) ("ROW") which contains the NewDx Content at the time this clause becomes applicable (i.e., the later of 5 years post-termination or Epocrates
introduces a product outside the US and Canada); 




         (ii)  Epocrates
can continue to use the NewDx Content within the EpocWebDxFree Website or any derivative thereof in any media, for access to users situated within the US or
Canada on a non exclusive, non transferable, non sublicensable, perpetual basis. Until the requirements of clause (i) above
are met with respect to an Epocrates product outside the US and Canada, Epocrates shall ensure all appropriate access controls and geographical barring technology is used to ensure compliance with
this provision. Where this does not exist for any new media, the rights do not extent to such media.  


	(b)
	Royalty. 








          (i)  Epocrates
can sell or allow access to its web based subscription or free product or other new subscription or free product in any media or create any derivative works
containing the NewDx Content for a subscription or free product (registration only or open access) on a worldwide, non exclusive, non transferable, non sublicensable, perpetual basis, but excluding to
Institutions outside the US and Canada, subject to: 



(x)    the
products for sale or accessed for free outside of the US and Canada which contain the NewDx Content (and as updated) must be substantially different in look and feel and
presentation (including without limitation, colour, typesetting and order of content) and it containing at least 50% of different authors to that within any product BMJ is selling in the ROW (outside
of the US and Canada) which contains the NewDx Content at the time this clause becomes applicable (i.e., the later of 5 years post-termination or Epocrates introduces a
product outside the US and Canada). 


(y)    that
any open access site outside the US and Canada must have the same restrictions and limitations, relative to the registration-only site, as apply to such levels of
access in the US and Canada. 







[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 


20







 




(z)    that
Epocrates pays the BMJ a royalty for all revenue received related to free access to the free product containing the NewDx Content (and as updated) in accordance with the
following formula for free access outside of the US and Canada: 


	

	the
amount of [*] per Registered Physician (as defined below) per month as at the date of termination or expiry of the
Agreement, shall then each year during the 5 year post-termination period (in which Epocrates cannot allow free access outside of the US and Canada) be subject to the UK rate of
inflation percentage as at 31 December each year , as reported in the English Retail Price Index, published by the National Office of Statistics who website at the date of this Agreement is
www.statistics.gov.uk . Then at the point in which these rights kick in to allow free access (5 years post termination or expiry) the [*] plus 5 years of
inflation on that amount shall be the rate payable per month for the first year of non US or Canadian located Registered Physicians for free access and such a rate shall increase annually by the UK
rate of inflation, determined as stated above. Such payments shall be made in accordance with Schedule 5.



	

	"Registered
Physician" means an individual who registers to gain access to NewDx Content on a free, registered basis and who claims in such
registration to be a physician, based on Epocrates including a drop down of choices and a requirement to state what the registrant is, by occupation. 







         (ii)  Epocrates
can continue to use the NewDx Content within the EpocWebDxFree Website or any derivative thereof in any media, for access to users situated within the US or
Canada on a non exclusive, non transferable, non sublicensable, perpetual basis. Until the requirements of clause (i) above are met with respect to an Epocrates product outside the US and
Canada, Epocrates shall ensure all appropriate access controls and geographical barring technology is used to ensure compliance with this provision. Where this does not exist for any new media, the
rights do not extent to such media. 




11.4.a.4    Upon
the later of 10 years after the termination or expiry of the Agreement, or 50% of the authors contributing to the content for the Epocrates products are different
from those who were contributors to the NewDx Content at the termination or expiration of the Agreement Epocrates will be free to continue to use the NewDx Content within any Epocrates product of any
derivative thereof in any media, for access to users situated worldwide on a non exclusive, transferable, sublicensable, perpetual basis, and all restrictions in the Agreement on Epocrates use of such
content would be of no further effect. 


and
 



	(b)
	the
BMJ's licence of Rights in the BMJWebDxPremium Product in Clause 9.4 shall be extended to the extent and in so far as is reasonably necessary to
enable the continued hosting and operation of the BMJWebDxPremium Product by or on behalf of the BMJ in the place of and no less effectively than Epocrates which licence shall continue indefinitely.
BMJ shall be permitted to modify and update the functionality and look and feel of the BMJWebDxPremium. 




[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 


21









 







































	11.5
	On
termination of this Agreement by either Party (the Terminating Party) under
Clause 11.2:



	(a)
	the
Non-Terminating Party would receive the same rights due to it under Clause 11.4 (a) or (b) as applicable as if
termination had been under Clause 11.1, or 11.3(c) save and except where Epocrates is the Terminating Party, Epocrates shall continue to host and maintain the BMJWebDxPremium Product (at BMJ's
option) for a period of six months whilst following the release of the Epocrates Escrow Deposit BMJ undertakes all necessary measures for migration over to BMJ hosting. For the avoidance of doubt, no
royalties shall be paid to Epocrates by BMJ during this six month period; but



	(b)
	the
Terminating Party would not have any licence or right to use the Rights of the Non-Terminating Party following the date of termination.






	11.6
	On
termination of this Agreement by either Party (the Terminating Party) under Clause 11.3(a),
11.3(b) (where the material breach is a Level 1 Breach) and 11.3(d) through (g) inclusive:



	(a)
	the
Terminating Party would receive the same rights due to it under Clause 11.4 (a) or (b) as applicable as if termination had been
under Clause 11.1, or 11.3(c) save and except where Epocrates is the breaching party, or Epocrates terminates under Clause 21 for its own Change of Control in which case, Epocrates shall
continue to host and maintain the BMJWebDxPremium Product (at BMJ's option) for a period of six months whilst following the release of the Epocrates Escrow Deposit BMJ undertakes all necessary
measures for migration over to BMJ hosting. For the avoidance of doubt, no royalties shall be paid to Epocrates by BMJ during this six month period; but



	(b)
	the
other Party would not have any licence or right to use the Rights of the Terminating Party following the date of termination.






	11.7
	On
termination of this Agreement by either Party under Clause 11.3(a) or 11.3(b) where the material breach is a Level 2
Breach:



	(a)
	the
Terminating Party would receive the same rights due to it under Clause 11.4 (a) or (b) as applicable as if termination had been
under Clause 11.1, or 11.3(c); but



	(b)
	the
other Party would not have any licence or right to use the Rights of the Terminating Party for a suspension period of one year following the date of
termination but thereafter would receive the same rights due to it under Clause 11.4 (a) or (b) as applicable as if termination had been under Clause 11.1 or 11.3(c).






	11.8
	For
the purposes of this Clause 11: a Level 1 Breach shall be a material breach involving
fraud, blatant abuse of the other Party's Rights in contravention of the licences set out herein or non-payment of Fees or Royalties beyond 90 days of its due date and which exceeds
[*] or failing to report Royalties and Fees owing to the other Party beyond 90 days of their due date (but excluding where this is reported in good faith but contains
unintentional errors in such reports); or failing to make the BMJWebDxPremium, EpocWebDxFree and EpocWebDxPremium Products and/or Mobile NewDx Products or Mobile Free NewDx Product available to users
for more than 14 consecutive days; and a Level 2 Breach shall be a material breach involving breach of the BMJWebDxPremium Product SLA, the
Project Timetable and all other breaches. 



[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


22








 
	11.9
	On
termination of this Agreement for whatever reason:



	(a)
	the
BMJ shall continue to own the BMJ Material existing at the date of termination and Epocrates shall continue to own the Epocrates Material existing at
the date of termination and both Parties shall be free to use their own materials without restriction;



	(b)
	except
as expressly permitted above the BMJ shall cease any further use of the Epocrates Material and Epocrates shall cease any further use of the BMJ
Material except as specifically directed and agreed by the Parties to allow for the orderly transfer to replacement suppliers including as set out in the Exit Plan in Schedule 10;



	(c)
	subject
to (b) above, at the other Party's election, each Party shall destroy or deliver to the other Party or as the other Party directs all copies
of the other Party's material and any confidential information of the other Party in its possession or control at the date of termination;



	(d)
	provide
all reasonable assistance which may be required for the orderly transfer to replacement suppliers including as set out in the Exit Plan; and



	(e)
	each
Party shall cease to be entitled to any further payment from the other Party under this Agreement provided that each Party shall remain under an
obligation to pay any moneys properly due under this Agreement up to the date of termination.






	11.10
	The
Exit Plan set forth in Schedule 10 provides for the deposit into escrow of certain materials and the rights to use such materials upon release
from escrow. The Parties recognize that while the full right to use such materials does not occur until the termination of the Agreement or later, in order to exercise its rights in a timely manner,
the BMJ may need to have access to the Epocrates Escrow Deposit earlier in order to prepare such materials as permitted and required under the Exit Plan. Therefore, in the event that either party
provides written notice of termination pursuant to Clause 11.1, 11.2, 11.3, 21 or 22, the Escrow Agreement will provide for:



	(i)
	release
of the Epocrates Escrow Deposit immediately upon delivery of such written notice of termination if terminated by either party pursuant to
Clauses 11.1 or 11.3(c) or 22;



	(ii)
	release
of the Epocrates Escrow Deposit six (6) months after the effective date of termination if terminated by Epocrates pursuant to
Clause 11.3(a) or (b) in the case of a Level 2 Breach by BMJ;



	(iii)
	release
of the Epocrates Escrow Deposit immediately upon delivery of such written notice of termination if terminated by BMJ pursuant to
Clauses 11.1, or 11.3 or by Epocrates pursuant to Clause 11.2 or Epocrates has a Change of Control giving rise to termination pursuant to Clause 21;



	(iv)
	termination
of the Escrow Agreement without release of the Epocrates Escrow Deposit to the BMJ if terminated for any other reason.






	11.11
	Termination
of this Agreement shall be without prejudice to any other rights or remedies to which a Party may be entitled under this Agreement or at law
as a result of or in relation to any breach or other event which gives rise to such termination, and shall not affect any other accrued rights or liabilities of either Party as at the date of
termination 



[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


23







 
	11.12
	Clauses 9,
11, 13 (to the extent that any breach of warranty arose during the Term), 14 (excluding Clauses 14.1 and 14.2), 15, 17, 18, 23,
and 24 and Schedules 5 (to the extent required by Clause 11.4.a.3(b) or relating to fees accrued during the Term), 10 and 12 shall survive the termination of this Agreement. 



12.   Sub-contractors  



Either
Party may employ subcontractors in the performance of its obligations under this Agreement; provided that (i) any such subcontractor is advised of and agrees to comply with the terms of
this Agreement as they relate to the work to be performed by the subcontractor, (ii) the Party engaging a subcontractor is not relieved of its obligations under this Agreement and is
responsible for the performance or non-performance by any subcontractor it engages, and (iii) either Party may object for reasonable cause at any time to the use of any specific
subcontractor by the other Party (for the purposes of this clause, "reasonable cause" includes unsatisfactory prior or current experience with the subcontractor, that the subcontractor is a competitor
of or performs substantial work for a competitor of the objecting Party, or the objecting Party reasonably believes that the reputation or qualifications of the subcontractor could negatively affect
the reputation or goodwill of the objecting Party or the NewDx Products). 




13.   Warranties and Undertakings  


	13.1
	Epocrates
hereby warrants and undertakes with and to the BMJ that:



	(a)
	Epocrates
shall ensure that its obligations contained in this Agreement, shall be performed with reasonable diligence, skill and care by competent personnel
with appropriate levels of experience for the tasks which they are required to perform, to the best of their ability and in a professional, lawful and timely manner;



	(b)
	Epocrates
is wholly free to enter into and perform its obligations under this Agreement and its performance shall not be impaired, restricted or interfered
with by any other contract or obligations it may have or by any outstanding litigation or dispute in which it or any of its personnel is or are involved; and



	(c)
	Epocrates
is or shall be the owner of the Rights licensed to the BMJ by Epocrates, has or shall obtain all waivers, permissions and consents in relation to
all those elements created or produced by or on behalf of Epocrates necessary for the provision and use of the BMJWebDxPremium Product in accordance with the terms and conditions of this Agreement.
These shall in no way whatever be a violation or infringement of any third party Rights, right of privacy or publicity and shall not be obscene, libellous or defamatory or otherwise unlawful and not
in any way inhibit, restrict or impair the free and/or unrestricted use and operation of the BMJWebDxPremium Product or any other exercise by the BMJ of the Rights granted in this Agreement. Epocrates
warrants in respect of Rights in and to Third Party Materials included in the BMJWebDxPremium Product these shall be disclosed in Schedule 3 (for those known as at the date of this Agreement)
and updated from time to time and notified to BMJ. Epocrates warrants that the Rights in and to Third Party Materials included in the BMJWebDxPremium Product shall be consistent with the Rights
granted in Clauses 9 and 11. 






[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


24







 

	(d)
	It
shall use all reasonable endeavours to ensure that appropriate disclaimers (even if these are not jointly developed under Clause 3.7) and are
included with due prominence on the New DX Products and terms and conditions with users of the New DX Content, minimise the risk of claims against Epocrates, BMJ and their agents, resulting from
errors or omissions within the New DX Content.






	13.2
	The
BMJ warrants and undertakes with and to Epocrates that:



	(a)
	BMJ
shall ensure its obligations contained in this Agreement shall be performed, with reasonable diligence, skill and care by competent personnel with
appropriate levels of experience for the tasks which they are required to perform, to the best of their ability and in a professional, lawful and timely manner;



	(b)
	the
BMJ is wholly free to enter into and perform its obligations under this Agreement and its performance shall not be impaired, restricted or interfered
with by any other contract or obligations it may have or by any outstanding litigation or dispute in which it or any of its personnel are involved; and



	(c)
	the
BMJ is or shall be the owner of the Rights licensed to Epocrates by the BMJ, has or shall obtain all waivers, permissions and consents in relation to
all those elements created or produced by or on behalf of the BMJ necessary for the provision and use of the NewDx Content in accordance with the terms and conditions of this Agreement. These shall in
no way whatever be a violation or infringement of any third party Rights, right of privacy or publicity and shall not be obscene, libellous or defamatory or otherwise unlawful and not in any way
inhibit, restrict or impair the free and/or unrestricted use and operation of the NewDx Products or any other exercise by Epocrates of the Rights granted in this Agreement. BMJ warrants in respect of
Rights in and to third party Third Party Materials included in the NewDx Content these shall be disclosed in Schedule 3 (for those known as at the date of this Agreement) and updated from time
to time and notified to Epocrates. BMJ warrants that the Rights in and to Third Party Materials included in the NewDx Content shall be consistent with the Rights granted in Clauses 9 and 11.



	(d)
	It
shall use all reasonable endeavours to ensure that appropriate disclaimers (even if these are not jointly developed under Clause 3.7) and are
included with due prominence on the New DX Products and terms and conditions with users of the New DX Content, minimise the risk of claims against Epocrates, BMJ and their agents, resulting from
errors or omissions within the BMJWebDxPremium Product. 






14.   Indemnity and Limitation of Liability  


	14.1
	Subject
to Clause 14.3, and both parties adhering to the provisions of Clauses 13.1(d) and 13.2(d) and where relevant to the claim Epocrates
adhering to Clause 5.8, each Party shall indemnify and hold harmless the other Party (the Indemnified Party) against all losses, damages, injury,
costs or expenses resulting from third party claims arising from any breach of any of its obligations, warranties and/or undertakings contained in the Agreement provided that the Indemnified Party
complies with Clause 14.2. 



[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


25







 
	14.2
	The
Indemnified Party shall:



	(a)
	promptly
notify the other Party if any claim or action by a third party is made or threatened to which the other Party's indemnity may extend;



	(b)
	make
no admission nor attempt to settle or compromise any such claim or action without the other Party's consent;



	(c)
	allow
the indemnifying Party full conduct of the defence; and



	(d)
	provide
the indemnifying Party with all reasonable co-operation.






	14.3
	Subject
to Clause 14.4, each Parties' aggregate and total liability to the other in respect of all claims for breach of contract, negligence, breach
of statutory duty or otherwise under or in connection with this Agreement, is limited as follows:



	(a)
	for
claims relating to: (i) personal injury or death caused by either Party's acts or negligence or that of its employees, agents and/or
sub-contractors; or (ii) infringement of Rights; or (iii) non-payment of Fees; no limit shall apply;



	(b)
	for
claims relating to damage to or loss of tangible property (excluding claims for loss or corruption of, or damage to data) liability is limited to
$1,000,000;



	(c)
	for
all claims subject to Clause 14.1, the indemnifying party's liability is limited to $3,000,000 per BMJ insurance year or Epocrates insurance year
(as appropriate for the indemnifying party);



	(d)
	for
all other claims by Epocrates against the BMJ arising from the NewDx Content liability is limited to $2,000,000 per BMJ insurance year; and



	(e)
	any
other claims liability shall be limited to a sum equal to $2,000,000 per claim or series of claims arising from any one incident.






	14.4
	EXCEPT
FOR CLAIMS FOR INDEMNIFICATON UNDER CLAUSE 14.1, NEITHER PARTY SHALL IN ANY EVENT BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR
PUNITIVE LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA. LOSS OF ANTICIPATED EARNINGS AND LOSS OF CONTRACTS HOWEVER CAUSED. THE PARTIES AGREE THAT THESE LIMITAIONS HSALL
APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THIS CLAUSE ALLOCATES THE RSISKS BETWEEN THE PARTIES AND THIS ALLOCATION IS AN
ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. 



15.   Dispute Resolution  


	15.1
	In
the event that there is a material dispute between the Parties in relation to any matter arising from or in connection with this Agreement, unless
resolved by the Content Advisory Panel pursuant to Clause 5.6 or the Technical Advisory Panel pursuant to Clause 6.6 then the Parties agree to follow the procedures set out in this
Clause as follows:



	(a)
	if
a Party reasonably believes that there is a dispute which has not been resolved at an operational level between Project Leaders, then that Party (for the
purposes of this Clause known as the Escalating Party) shall bring the existence of such dispute to the attention of the Executive Committee; 






[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


26







 

	(b)
	following
receipt by the Executive Committee of the notice of dispute and such additional information to enable adequate consideration of the dispute, the
Executive Committee shall meet and use reasonable endeavours to resolve the dispute within fifteen (15) Business Days of the date of receipt of the notice of dispute;



	(c)
	in
the event that the dispute is still unresolved after such fifteen (15) Business Day period, each Party shall inform its chief executive or his or
her nominated delegate (in their absence) of the existence of the dispute and provide them with sufficient detail to enable them to give proper consideration to the dispute; and



	(d)
	the
chief executive or his or her nominee of each Party shall then discuss and shall use their reasonable endeavours to resolve the dispute within ten
(10) Business Days from the date on which they are informed of the existence of the dispute by their respective Project Managers or such longer period as may be agreed.






	15.2
	If
such dispute has not been satisfactorily resolved after the Parties have followed the procedures set out in Clause 15.1 above or, notwithstanding
the provisions above, in any event within a period of forty (40) Business Days from the date of receipt by the Recipient Party of the notice of dispute, either Party may, subject to the terms
and conditions contained in this Agreement and pursuant to the terms set forth in Schedule 12, submit the matter to non-binding mediation, and if such mediation is not successful
within the timetable specified, binding arbitration. 



16.   Force Majeure  



Neither
Party shall be liable to the other if it is unable to perform or is delayed in performing its obligations under this Agreement due to circumstances over which it has no control such as
extremes of weather or nature, government action, war, terrorism, civil unrest or act of God but excluding strikes and default of its suppliers or contractors, and provided
that: 


	(a)
	it
takes all practical and appropriate steps to minimise the impact of and to overcome those circumstances;



	(b)
	it
gives the other Party immediate written notice of the circumstances and the steps it is taking under (a) and otherwise complies with the reporting
and project management provisions of this Agreement; and



	(c)
	any
payment obligation of the other Party shall be suspended and if such circumstances prevents performance for a period of 40 (forty) Business Days or
longer, this Agreement may be terminated as set forth in Clause 11.3(c). 




17.   Further Assurances  



Each
Party undertakes that it shall at its own cost and at the other Party's reasonable request do all such acts and execute such further documents as may be necessary to give effect to the terms of
this Agreement. 




[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 


27







 

18.   Confidentiality  


	18.1
	Each
Party undertakes to the other that, subject to Clause 18.2 below, it will treat as confidential the terms of this Agreement together with all
information whether of a technical nature or otherwise relating in any manner to the business or affairs of the other Party as may be communicated to it hereunder or otherwise in connection with this
Agreement and will not disclose such information to any person (other than, in each case on a need to know basis and subject to a similar obligation of confidence set out herein, to its associates,
auditors and other professional advisers, (and in the case of the BMJ, to its contractors such as writers, reviewers, editors and advisers) or to the media and will not use such information other than
for the purposes of this Agreement subject always to prior specific authorisation in writing by the disclosing Party to such disclosure or use.



	18.2
	The
provisions of Clause 18.1 above shall not apply to any information which:



	(a)
	is
in the public domain other than by default of the recipient Party;



	(b)
	is
obtained by the recipient Party from a bona fide third party having no apparent restraint on its free right of disposal of such information;



	(c)
	is
independently developed by the recipient Party without reference to the confidential information received from the other Party, as evidenced by tangible
documentation contemporary with such independent development; or



	(d)
	is
required to be disclosed by law (or applicable regulation) or the valid order of a court of competent jurisdiction, or the request or direction of any
governmental or other regulatory authority or agency. 






19.   Notices  



Any
notice to be given hereunder shall be duly given if addressed to the Project Leader and: 


	(a)
	delivered
personally;



	(b)
	mailed
by first class pre-paid air mail to the address stated in this Agreement of the Party to be served which notices shall be deemed to have
arrived in the ordinary course of international post;



	(c)
	sent
via a reputable third party courier service such as FedEx or DHL to the address stated in this Agreement of the Party to be served which notices shall
be deemed to have arrived on the date specified by such courier service; or



	(d)
	sent
by facsimile to the addressees number notified to the sender by the addressee or (if not so notified) recorded in any official index of facsimile
numbers which notices shall be deemed to have arrived on the date of transmission if sent not later than one hour before close of business on a Business Day or otherwise on the next business day and
provided that the sender does not within 24 hours after sending such notice receive any indication that the message is incomprehensible. 




[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


28







 

20.   Announcements  



Neither
Party to this Agreement shall make any public announcement, press release or other external communication in relation to the existence of or the contents of this Agreement without the prior
written consent of the other Party to the text and content of an such announcement, release or communication. 




21.   No Assignment, Change of Control  



Neither
Party shall have the right to assign or sub-license the benefit of any of the obligations under this Agreement (or any part thereof) without the prior written consent of the other
Party, which consent shall not be unreasonably withheld or delayed, subject to the next sentence. In the event of a transaction or series of transactions, whether by merger, sale of assets or stock or
otherwise,
where such transaction or series of transactions results in a single entity or multiple entities ("Acquirer(s)") holding ownership of more than 50% of the assets of a Party or more than 50% of the
voting rights in the equity of a Party, and if the Acquirer(s) is/are any pharmaceutical, arms, tobacco or pornography organisation (in whole or part) or [*] or a scientific or
medical publisher (in whole or part) then either Party may terminate this Agreement, effective upon receipt of written notice (pursuant to Clause 19) from the terminating Party provided such
notice is delivered within 90 days after the consummation of such transaction(s) or the terminating party becoming aware of such transaction(s) whichever is the latest and the provisions of
Clause 11.6 shall apply as if the Party involved in such transaction had committed a material Level 1 Breach and the Party not involved in such transaction shall be considered the
"Terminating Party" for the purposes of Clause 11.6 regardless of which Party provides notice pursuant to this clause. 




22.   Regulatory Intervention  



If
any courts, tribunals, regulatory authorities or other competent bodies having relevant jurisdiction shall declare any material element of this Agreement to be void, unlawful or unenforceable in
whole or in part or (whether on a final or interim basis) order either of the Parties to desist from observing any material provisions in whole or in material part then either Party may terminate this
Agreement on 15 business days notice to the other. In such circumstances the provisions of Clause 11.4 shall apply. 




23.   General  


	23.1
	A
waiver by either Party of any of the terms or conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term
or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall
be in limitation of any other remedy, right, undertaking, obligation or agreement of either Party.



	23.2
	This
Agreement constitutes the entire agreement between Epocrates and the BMJ with respect to the subject matter herein contained. This Agreement cannot be
changed or terminated orally, and no changes or amendments to this Agreement shall be binding upon the Parties until accepted in writing (which includes by fax but not email) by a duly authorised
representative of both Parties. Where possible both Parties agree to use the process (for Product changes) and a Change Request Form as set out in Schedule 11. 




[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


29









 







































	23.3
	No
terms, obligations, representations, promises or conditions oral or written, express or implied, have been made or relied upon by either Party other
than those expressly contained herein. For the avoidance of doubt, each Party irrevocably waives any right it may have to seek a remedy for:



	(a)
	any
misrepresentation which has not become a term of this Agreement; or



	(b)
	any
breach of warranty or undertaking (other than those expressly contained in this Agreement whether express or implied, statutory or otherwise 






unless
such misrepresentation, warranty or undertaking was made fraudulently.  



	23.4
	No
term or provision of this Agreement is for the benefit of any person who is not a Party. A person who is not a Party to this Agreement has no right to
enforce the benefit of any term of this Agreement and to the extent permitted by law the Parties hereby exclude the application of Contracts (Rights of Third Parties) Act 1999 to this Agreement.



	23.5
	Nothing
contained in this Agreement shall in any way create any association, partnership or the relationship of principal and agent between the Parties
hereto or be construed as evidencing the intention of the Parties to constitute such a relationship. 



24.   Governing Law and Jurisdiction  



This
Agreement shall be governed by and construed in all respects in accordance with California law, without regard to the conflicts of laws provisions thereof, and the Parties agree that any
mediation or arbitration shall be conducted in the State of California, USA and submit to the exclusive jurisdiction of the California Courts as regards any claim or matter arising in relation to this
Agreement permitted by or not addressed by the alternative dispute resolution provisions set forth in Schedule 12, save where it is necessary for enforcement purposes to bring proceedings in
another jurisdiction. 




25.   Counterparts  



This
Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts, each of which when so executed and delivered shall be an original, but all the
counterparts shall together constitute one and the same instrument. 




 Schedule 1—Executive Committee and Project Leaders  


        Referenced in Definitions of "Executive Committee" and "Project Leader" 


        "Executive
Committee" referred to in Clauses 3.1, 3.3, 3.4, 3.6, 5.6, 6.6, 6.7, 7.4, 8.1©, 8.1(g), 8.4, 8.5, 9.6, 15.1(a) and 15.1(b) 



        "Project
Leader" referred to in Clauses 3.2, 3.3, 3.4, 3.7, 3.8, 7.4, 15.1(a) and 19 


(1)   Executive Committee  


 For BMJ  



	•
	Rachel Armitage   



	•
	Phill Bird   



	•
	Luisa Dillner 




[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


30









 




































  For Epocrates  



	•
	Steve Kania   



	•
	Sheryl Lowenhar   



	•
	Jeffrey Tangney 




(2)   Project Leaders  


For BMJ

Mark Wiegand-Smith. 


For Epocrates

Geoff Hyde. 


 Schedule 2—NewDx Content Specification  


        Referenced in Definition of "NewDx Content Specification" 



        "NewDx
Content Specification" referred to in Clauses 5.1, 5.2, 5.3, 5.3(b), 5.6, 5.7 and 7.2 


1)    Content  



	i)
	Monographs




1ST
420 Monographs to be delivered in accordance with the Project Timetable 


See
Appendix 1 to Schedule 2 for list of first 420 monographs and types. As some topic's/condition's relevance may diminish or due to difficulties with obtaining authors, BMJ shall be
able to substitute topics/conditions for alternative monographs subject to agreement by Epocrates concerning such changes within 21 days of such decisions, ensuring that at least 75% of agreed
monograph topics are produced, that a reasonably broad range of monographs will be produced and that the type of monograph (standard, evaluation, overview) does not vary by more than 5%. 



Next 280 Monographs—to be delivered in accordance with the Project Timetable with the topics and monograph types to be agreed by the
Executive Committee, subject to substitution as set out above.


Final Additional 300 Monographs to be delivered during 2008 with the topics and monograph types to be agreed by the Executive Committee, subject to
substitution as set out above.



	ii)
	For
the avoidance of doubt, no other BMJ owned or licensed content is included within the NewDx Content or the NewDx Products except as specifically
specified in this Agreement. 




2)    Technical Specification  



	•
	Workflow status updates—in short term via Excel format, in long term via CMS driven report  



	•
	XML data for each topic valid against the Epocrates Delivery Schema consistent with the then-current version
of the applicable Monograph templates 




[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


31







 

	•
	Any agreed image files to be supplied as: Optimised: JPEG or GIF; Original format (as required): EPS, PNG, PDF  



	•
	Any agreed rich media files to be supplied as: AVI, MOV, MP3, MPEG-4, WAV, WMA, WMV or FLV dependent on source 




3)    Delivery Mechanisms—  


        Unless
otherwise agreed to by the Parties, content to be delivered to Epocrates as follows: 



	•
	BMJPG push to Epocrates FTP server with email notice to Epocrates 




4)    Editorial Specification  


        NewDx Content Monographs will be developed in compliance with the applicable monograph templates (subject to below*) and the Guide for
Authors. As of the date of this Agreement, the templates and Guide for Authors are as set forth below, and any changes to these
specifications must be approved by the Project Leaders in writing including factoring all cost implications and any adjustments required between the Parties as a result: 







	*
	Where
any part of a monograph topic does not appropriately fit within any part of the template criteria (i.e. for example to complete it as is, is
misleading or should it require qualification), BMJ shall be free to amend the content for the monograph as required, subject to making minimal necessary changes. Any such changes shall be noted to
Epocrates when transmitted for acceptance, and the Parties will, as appropriate, discuss whether the template should be modified (e.g., the issue is expected to occur repeatedly), whether the
change is able to be accommodated without engineering changes, and whether the template criteria should be waived for the particular monograph so that it may be accepted.  



	•
	Templates:  



	•
	Dx2_Std_Template_v7.doc   



	•
	Dx2_ID_Template_v7.doc   



	•
	Dx2_EvalOf_Template_v2.doc   



	•
	Dx2_Overview_Template_v2.doc   






	•
	Author Instructions:  



	•
	Author Instructions for Dx2 "Standard" Monographs Dx2_Instructions_Standard_v1.7_070129.doc (version 1.7)  



	•
	Author Instructions for Dx2 "Evaluation Of" Monographs Dx2_Instructions_Eval_v1.3_070129.doc (version 1.3)  



	•
	Author Instructions for Dx2 "Overview" Monographs Dx2_Instructions_Overview_v1.1_061120.doc (version 1.1) 









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= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


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 BMJ Processes—as set out in Appendix 2 to Schedule 2  


5)    Updates  


 Frequency  


        Each Monograph will be reviewed and updated not less frequently than once per calendar year commencing in 2008. Updates will be
provided to Epocrates on a reasonably regular basis and steady volume and shall be subject to review and acceptance as set forth in Clause 5. 


 Processes  


        [*] 


[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


33








 




































  Appendix 1 to Schedule 2  


 1st 420 Monographs * subject to substitution as set out in Schedule 2  

 






 



							
	Count



 
	 	ID 	 	Monograph Title 	 	Monograph

Type 
	1	 	1	 	Atrial Fibrillation, Chronic	 	Standard
	2	 	2	 	Atrial Fibrillation, Paroxysmal	 	Standard
	3	 	3	 	Atrial Fibrillation, Acute	 	Standard
	4	 	4	 	Atrial Fibrillation (Overview)	 	Overview
	5	 	5	 	Pharyngitis, Acute	 	Standard
	6	 	6	 	Influenza Infection	 	Standard
	7	 	7	 	Chronic Obstructive Pulmonary Disease	 	Standard
	8	 	8	 	Chronic Obstructive Pulmonary Disease, Acute Exacerbation	 	Standard
	9	 	9	 	Headache, Acute (Evaluation of)	 	Evaluation
	10	 	10	 	Headache, Migraine	 	Standard
	11	 	11	 	Headache, Cluster	 	Standard
	12	 	12	 	Headache, Tension	 	Standard
	13	 	13	 	Gout	 	Standard
	14	 	14	 	Sinusitis, Acute	 	Standard
	15	 	15	 	Sinusitis, Chronic	 	Standard
	16	 	16	 	Diverticular Disease	 	Standard
	17	 	17	 	Pneumonia, Bacterial	 	Standard
	18	 	18	 	Pneumonia, Atypical	 	Standard
	19	 	19	 	Pneumonia, Pneumocystis	 	Standard
	20	 	20	 	Pneumonia, Fungal	 	Standard
	21	 	21	 	Pneumonia, Aspiration	 	Standard
	22	 	22	 	Pneumonia (Overview)	 	Overview
	23	 	23	 	Herpes Zoster Infection	 	Standard
	24	 	24	 	Diabetes Mellitus, Type 2	 	Standard
	25	 	25	 	Diabetes Mellitus, Type 1	 	Standard
	26	 	26	 	Hypertension, Essential	 	Standard
	27	 	27	 	Hypertension, Critical	 	Standard
	28	 	29	 	Hyperthyroidism (Evaluation of)	 	Evaluation
	29	 	30	 	Hypothyroidism (Evaluation of)	 	Evaluation
	30	 	32	 	Grave's Disease	 	Standard
	31	 	34	 	Toxic Adenoma, Thyroid	 	Standard




 

 [*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


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	Count



 
	 	ID 	 	Monograph Title 	 	Monograph

Type 
	32	 	35	 	Thyroiditis, Acute	 	Standard
	33	 	39	 	Otitis Media	 	Standard
	34	 	40	 	Otitis Externa	 	Standard
	35	 	41	 	Ascites (Evaluation of)	 	Evaluation
	36	 	42	 	Crohn's Disease	 	Standard
	37	 	43	 	Ulcerative Colitis	 	Standard
	38	 	44	 	Asthma	 	Standard
	39	 	45	 	Asthma, Acute Exacerbation	 	Standard
	40	 	46	 	STDs (Overview)	 	Overview
	41	 	47	 	HIV Infection (Overview)	 	Overview
	42	 	48	 	HIV Infection, Early	 	Standard
	43	 	49	 	HIV Infection, Late	 	Standard
	44	 	50	 	Syphilis Infection	 	Standard
	45	 	51	 	Gonorrhea Infection	 	Standard
	46	 	52	 	Chlamydia Infection	 	Standard
	47	 	53	 	Herpes Simplex Infection	 	Standard
	48	 	54	 	Urethritis	 	Standard
	49	 	55	 	Depression	 	Standard
	50	 	56	 	Addison's Disease	 	Standard
	51	 	57	 	Hyponatremia (Evaluation of)	 	Evaluation
	52	 	58	 	Hypernatremia (Evaluation of)	 	Evaluation
	53	 	59	 	Hypokalemia (Evaluation of)	 	Evaluation
	54	 	60	 	Hyperkalemia (Evaluation of)	 	Evaluation
	55	 	61	 	Congestive Heart Failure, Chronic	 	Standard
	56	 	62	 	Congestive Heart Failure, Acute Exacerbation	 	Standard
	57	 	63	 	Cellulitis	 	Standard
	58	 	64	 	Celiac Disease	 	Standard
	59	 	65	 	Restless Legs Syndrome	 	Standard
	60	 	66	 	Pancreatitis, Acute	 	Standard
	61	 	67	 	Pancreatitis, Chronic	 	Standard
	62	 	68	 	Conjunctivitis, Acute	 	Standard
	63	 	69	 	Cough, Chronic (Evaluation of)	 	Evaluation
	64	 	70	 	Deep Vein Thrombosis	 	Standard




 

 [*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


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	Count



 
	 	ID 	 	Monograph Title 	 	Monograph

Type 
	65	 	71	 	Dizziness (Evaluation of)	 	Evaluation
	66	 	72	 	Labyrinthitis	 	Standard
	67	 	73	 	Benign Positional Vertigo	 	Standard
	68	 	74	 	Psoriasis	 	Standard
	69	 	75	 	Vaginitis	 	Standard
	70	 	76	 	Urinary Tract Infections, Male	 	Standard
	71	 	77	 	Urinary Tract Infections, Female	 	Standard
	72	 	78	 	Cholecystitis	 	Standard
	73	 	79	 	Dyspepsia (Evaluation of)	 	Evaluation
	74	 	80	 	Peptic Ulcer Disease	 	Standard
	75	 	81	 	Gastritis	 	Standard
	76	 	82	 	Gastroesophageal Reflux Disease	 	Standard
	77	 	83	 	Renal Failure, Acute	 	Standard
	78	 	84	 	Renal Failure, Chronic	 	Standard
	79	 	85	 	Osteoporosis	 	Standard
	80	 	86	 	Rash (Evaluation of)	 	Evaluation
	81	 	87	 	Dermatitis, Atopic	 	Standard
	82	 	88	 	Dermatitis (Overview)	 	Overview
	83	 	89	 	Dermatitis, Seborrheic	 	Standard
	84	 	90	 	Dermatitis, Contact	 	Standard
	85	 	91	 	Dermatitis, Dyshidrotic	 	Standard
	86	 	92	 	Anemia (Overview)	 	Overview
	87	 	93	 	Anemia (Evaluation of)	 	Evaluation
	88	 	94	 	Anemia, Iron Deficiency	 	Standard
	89	 	95	 	Anemia, Chronic Disease	 	Standard
	90	 	96	 	Anemia, Aplastic	 	Standard
	91	 	97	 	Anemia, Macrocytic	 	Standard
	92	 	98	 	Anemia, Hemolytic	 	Standard
	93	 	99	 	Anemia, Pernicious	 	Standard
	94	 	100	 	Anemia, Sickle Cell	 	Standard
	95	 	101	 	Acne Vulgaris	 	Standard
	96	 	102	 	Acne Rosacea	 	Standard
	97	 	103	 	Systemic Lupus Erythematosus	 	Standard
	98	 	105	 	Rheumatoid Arthritis	 	Standard




 

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= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


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	Count



 
	 	ID 	 	Monograph Title 	 	Monograph

Type 
	99	 	106	 	Candidiasis Infection	 	Standard
	100	 	107	 	Transient Ischemic Attack	 	Standard
	101	 	108	 	Stroke, Acute	 	Standard
	102	 	109	 	Sarcoidosis	 	Standard
	103	 	111	 	Meningitis	 	Standard
	104	 	112	 	Seizure Disorder (Overview)	 	Overview
	105	 	113	 	Seizure, Acute	 	Standard
	106	 	114	 	Seizure, Tonic Clonic	 	Standard
	107	 	116	 	Pulmonary Embolism	 	Standard
	108	 	117	 	Pap Smear, Abnormal (Evaluation Of)	 	Evaluation
	109	 	118	 	Bell's Palsy	 	Standard
	110	 	119	 	Dermatophyte Infections	 	Standard
	111	 	120	 	Generalized Anxiety Disorder	 	Standard
	112	 	121	 	Panic Disorder	 	Standard
	113	 	122	 	Irritable Bowel Syndrome	 	Standard
	114	 	123	 	Infectious Mononucleosis	 	Standard
	115	 	124	 	Scabies	 	Standard
	116	 	126	 	Hepatitis A Infection	 	Standard
	117	 	127	 	Hepatitis B Infection	 	Standard
	118	 	128	 	Hepatitis C Infection	 	Standard
	119	 	130	 	Hepatitis, Autoimmune	 	Standard
	120	 	132	 	Hypoparathyroidism	 	Standard
	121	 	133	 	Hyperparathyroidism	 	Standard
	122	 	134	 	Hemochromatosis	 	Standard
	123	 	135	 	Bronchitis, Acute	 	Standard
	124	 	136	 	Bronchitis, Chronic	 	Standard
	125	 	137	 	Cryptogenic Organizing Pneumonia	 	Standard
	126	 	138	 	Idiopathic Thrombocytopenic Purpura	 	Standard
	127	 	139	 	Endocarditis, Infective	 	Standard
	128	 	140	 	Multiple Sclerosis	 	Standard
	129	 	141	 	Polycystic Ovarian Disease	 	Standard
	130	 	142	 	Attention Deficit Hyperactivity Disorder	 	Standard
	131	 	143	 	Diarrhea, Acute (Evaluation of)	 	Evaluation




 

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= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


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	Count



 
	 	ID 	 	Monograph Title 	 	Monograph

Type 
	132	 	144	 	Diarrhea, Chronic (Evaluation of)	 	Evaluation
	133	 	145	 	Aneurysm, Abdominal Aorta	 	Standard
	134	 	146	 	Hypertriglyceridemia	 	Standard
	135	 	147	 	Parkinson's Disease	 	Standard
	136	 	148	 	Angina, Chronic Stable	 	Standard
	137	 	149	 	Angina, Unstable	 	Standard
	138	 	150	 	Myocardial Infarction, ST-Elevation	 	Standard
	139	 	151	 	Myocardial Infarction, non ST-Elevation	 	Standard
	140	 	152	 	Acute Coronary Syndrome (Overview)	 	Overview
	141	 	153	 	Polymyalgia Rheumatica	 	Standard
	142	 	154	 	Constipation	 	Standard
	143	 	155	 	Meniere's Disease	 	Standard
	144	 	156	 	Pyelonephritis	 	Standard
	145	 	157	 	Mononeuropathy (Evaluation of)	 	Evaluation
	146	 	158	 	Polyneuropathy (Evaluation of)	 	Evaluation
	147	 	159	 	Hypercalcemia (Evaluation of)	 	Evaluation
	148	 	160	 	Hypocalcemia (Evaluation of)	 	Evaluation
	149	 	161	 	Malaria Infection	 	Standard
	150	 	162	 	Diabetic Ketoacidosis, Acute	 	Standard
	151	 	163	 	Pheochromocytoma	 	Standard
	152	 	164	 	Tuberculosis Infection (Overview)	 	Overview
	153	 	165	 	Tuberculosis, Pulmonary	 	Standard
	154	 	166	 	Tuberculosis, Extrapulmonary	 	Standard
	155	 	167	 	Rhabdomyolysis	 	Standard
	156	 	168	 	Onychomycosis	 	Standard
	157	 	169	 	Urinary Incontinence	 	Standard
	158	 	170	 	Hypercholesterolemia	 	Standard
	159	 	171	 	Menorrhagia (Evaluation of)	 	Evaluation
	160	 	172	 	Prostatitis, Acute	 	Standard
	161	 	173	 	Pregnancy (Overview)	 	Overview




 

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OMITTED PORTIONS. 


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	Count



 
	 	ID 	 	Monograph Title 	 	Monograph

Type 
	162	 	174	 	Pregnancy, Ectopic	 	Standard
	163	 	175	 	Sjogren's Syndrome	 	Standard
	164	 	176	 	Guillain-Barre Syndrome	 	Standard
	165	 	177	 	Giant Cell Arteritis	 	Standard
	166	 	178	 	Polycythemia Vera	 	Standard
	167	 	179	 	Multiple Myeloma	 	Standard
	168	 	180	 	Myopathies, Idiopathic Inflammatory	 	Standard
	169	 	181	 	Hemorrhoids	 	Standard
	170	 	182	 	Paroxysmal Atrial Tachycardia	 	Standard
	171	 	183	 	Atrial Flutter	 	Standard
	172	 	184	 	Disseminated Intravascular Coagulation	 	Standard
	173	 	186	 	Epididymitis	 	Standard
	174	 	187	 	Fibromyalgia	 	Standard
	175	 	189	 	Back Pain (Evaluation of)	 	Evaluation
	176	 	190	 	Intervertebral Disk Disorders	 	Standard
	177	 	191	 	Spinal Stenosis	 	Standard
	178	 	192	 	Osteoarthritis	 	Standard
	179	 	193	 	Raynaud's Phenomenon	 	Standard
	180	 	194	 	Menopause	 	Standard
	181	 	195	 	Pelvic Inflammatory Disease	 	Standard
	182	 	196	 	Syndrome of Inappropriate Antidiuretic Hormone	 	Standard
	183	 	197	 	Delirium Tremens	 	Standard
	184	 	198	 	Alcohol abuse	 	Standard
	185	 	199	 	Cocaine abuse	 	Standard
	186	 	200	 	Opiate abuse	 	Standard
	187	 	201	 	Amphetamine abuse	 	Standard
	188	 	202	 	Gastroenteritis, Viral	 	Standard
	189	 	203	 	Gastroenteritis, Toxic	 	Standard
	190	 	204	 	Cushing's Disease	 	Standard
	191	 	208	 	Benign Prostatic Hyperplasia	 	Standard
	192	 	209	 	Trigeminal Neuralgia	 	Standard
	193	 	210	 	Urticaria (Evaluation of)	 	Evaluation
	194	 	211	 	Obesity	 	Standard
	195	 	212	 	Metabolic Syndrome	 	Overview
	196	 	213	 	Erectile Dysfunction	 	Standard




 

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OMITTED PORTIONS. 


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	Count



 
	 	ID 	 	Monograph Title 	 	Monograph

Type 
	197	 	215	 	Obstructive Sleep Apnea	 	Standard
	198	 	220	 	Tetanus Infection	 	Standard
	199	 	221	 	Typhoid Infection	 	Standard
	200	 	222	 	Alopecia Areata	 	Standard
	201	 	223	 	Alopecia, Androgenetic	 	Standard
	202	 	224	 	Lyme Disease	 	Standard
	203	 	225	 	Nephrolithiasis	 	Standard
	204	 	226	 	Dysphagia (Evaluation of)	 	Evaluation
	205	 	229	 	Roundworm Infection	 	Standard
	206	 	230	 	Pseudomembranous Colitis	 	Standard
	207	 	231	 	Rhinitis, Non-Allergic	 	Standard
	208	 	232	 	Rhinitis, Allergic	 	Standard
	209	 	233	 	Porphyria (Overview)	 	Overview
	210	 	234	 	Porphyria Cutanea Tarda	 	Standard
	211	 	235	 	Porphyria, Acute Intermittent	 	Standard
	212	 	237	 	Stevens-Johnson Syndrome	 	Standard
	213	 	238	 	Myasthenia Gravis	 	Standard
	214	 	239	 	Renal Tubular Acidosis	 	Standard
	215	 	241	 	Delirium (Evaluation of)	 	Evaluation
	216	 	242	 	Dementia (Evaluation of)	 	Evaluation
	217	 	243	 	Pericarditis	 	Standard
	218	 	244	 	Myocarditis	 	Standard
	219	 	245	 	Sepsis	 	Standard
	220	 	247	 	Hirsutism (Evaluation of)	 	Evaluation
	221	 	248	 	Syncope (Evaluation of)	 	Evaluation
	222	 	249	 	Thalassemia (Overview)	 	Overview
	223	 	250	 	Thalassemia, Alpha	 	Standard
	224	 	251	 	Thalassemia, Beta	 	Standard
	225	 	252	 	Upper Respiratory Infection	 	Standard
	226	 	253	 	Aldosteronism, Primary	 	Standard
	227	 	254	 	Prostate Cancer	 	Standard
	228	 	255	 	Testicular Cancer	 	Standard
	229	 	256	 	Lung Cancer	 	Standard




 

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OMITTED PORTIONS. 


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	Count



 
	 	ID 	 	Monograph Title 	 	Monograph

Type 
	230	 	257	 	Breast Cancer	 	Standard
	231	 	258	 	Colon Cancer	 	Standard
	232	 	259	 	Cervical Cancer	 	Standard
	233	 	260	 	Ovarian Cancer	 	Standard
	234	 	261	 	Kidney Cancer	 	Standard
	235	 	262	 	Brain Cancer	 	Standard
	236	 	263	 	Thyroid Cancer	 	Standard
	237	 	264	 	Stomach Cancer	 	Standard
	238	 	265	 	Pancreatic Cancer	 	Standard
	239	 	266	 	Uterine Cancer	 	Standard
	240	 	267	 	Skin Cancer (Overview)	 	Overview
	241	 	268	 	Melanoma	 	Standard
	242	 	269	 	Basal Cell Skin Carcinoma	 	Standard
	243	 	270	 	Squamous Cell Skin Carcinoma	 	Standard
	244	 	271	 	Sarcoma	 	Standard
	245	 	272	 	Leukemia (Overview)	 	Overview
	246	 	273	 	Leukemia, Acute Lymphocytic	 	Standard
	247	 	274	 	Leukemia, Acute Myelogenous	 	Standard
	248	 	275	 	Leukemia, Chronic Lymphocytic	 	Standard
	249	 	276	 	Leukemia, Chronic Myelogenous	 	Standard
	250	 	277	 	Chronic Fatigue Syndrome	 	Standard
	251	 	278	 	Cirrhosis (Evaluation of)	 	Evaluation
	252	 	280	 	Bites, Animal	 	Standard
	253	 	281	 	Bites, Insect	 	Standard
	254	 	283	 	Cardiac Arrest	 	Standard
	255	 	284	 	Ventricular Fibrillation	 	Standard
	256	 	285	 	Ventricular Tachycardia	 	Standard
	257	 	286	 	Ventricular Tachyarrhythmias (Overview)	 	Overview
	258	 	287	 	Pleural Effusion (Evaluation of)	 	Evaluation
	259	 	288	 	Diabetes Insipidus	 	Standard
	260	 	290	 	Appendicitis, Acute	 	Standard
	261	 	291	 	Appendicitis, Chronic	 	Standard




 

 [*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


41







 
 






 



							
	Count



 
	 	ID 	 	Monograph Title 	 	Monograph

Type 
	262	 	292	 	Pulmonary Hypertension, Primary	 	Standard
	263	 	294	 	Hepatic Encephalopathy	 	Standard
	264	 	295	 	Scleroderma	 	Standard
	265	 	296	 	Carcinoid Syndrome	 	Standard
	266	 	298	 	Cystitis, Acute	 	Standard
	267	 	299	 	Dysuria (Evaluation of)	 	Evaluation
	268	 	300	 	Costochondritis	 	Standard
	269	 	301	 	Chest Pain (Evaluation of)	 	Evaluation
	270	 	 	 	Glomerulonephritis	 	Standard
	271	 	311	 	Hodgkin's Lymphoma	 	Standard
	272	 	312	 	Lymphoma, Non-Hodgkin's	 	Standard
	273	 	313	 	Hypoglycemia (Evaluation of)	 	Evaluation
	274	 	315	 	Hematuria, Microscopic (Evaluation of)	 	Evaluation
	275	 	316	 	Hematuria, Gross (Evaluation of)	 	Evaluation
	276	 	317	 	Dementia, Alzheimer's	 	Standard
	277	 	319	 	Dementia, Vascular	 	Standard
	278	 	320	 	Dementia, Lewy Body	 	Standard
	279	 	321	 	Mitral Valve Prolapse	 	Standard
	280	 	322	 	Mitral Regurgitation (Evaluation of)	 	Evaluation
	281	 	323	 	MItral Stenosis (Evaluation of)	 	Evaluation
	282	 	324	 	Aortic Regurgitation (Evaluation of)	 	Evaluation
	283	 	325	 	Aortic Stenosis (Evaluation of)	 	Evaluation
	284	 	326	 	Preeclampsia	 	Standard
	285	 	327	 	Wegener's Granlomatosis	 	Standard
	286	 	328	 	Amenorrhea (Evaluation of)	 	Evaluation
	287	 	329	 	Toxic Shock Syndrome	 	Standard
	288	 	330	 	Amyotrophic Lateral Sclerosis	 	Evaluation
	289	 	332	 	Erythema Nodosum	 	Standard
	290	 	333	 	Eye Infections	 	Standard
	291	 	335	 	Thrombophlebitis, Superficial	 	Standard
	292	 	336	 	Drug Overdose (Overview)	 	Overview
	293	 	337	 	Acetaminophen Overdose	 	Standard
	294	 	338	 	Digoxin Overdose	 	Standard




 

 [*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


42







 
 






 



							
	Count



 
	 	ID 	 	Monograph Title 	 	Monograph

Type 
	295	 	339	 	Opiate Overdose	 	Standard
	296	 	340	 	Cocaine Overdose	 	Standard
	297	 	341	 	Amphetamine Overdose	 	Standard
	298	 	342	 	Antidepressant Overdose	 	Standard
	299	 	343	 	Benzodiazepine Overdose	 	Standard
	300	 	344	 	Primary Biliary Cirrhosis	 	Standard
	301	 	345	 	Ascending Cholangitis	 	Standard
	302	 	346	 	Gilbert's Syndrome	 	Standard
	303	 	348	 	Elevated LFTs (Evaluation of)	 	Evaluation
	304	 	349	 	Abnormal EKG (Evaluation of)	 	Evaluation
	305	 	350	 	Paronychia	 	Standard
	306	 	351	 	Polyarteritis Nodosa	 	Standard
	307	 	352	 	Sexual Dysfunction, Female	 	Standard
	308	 	353	 	Giardiasis	 	Standard
	309	 	354	 	Osteomyelitis	 	Standard
	310	 	355	 	Endometriosis	 	Standard
	311	 	356	 	Nephrotic Syndrome	 	Standard
	312	 	358	 	Tapeworm Infection	 	Standard
	313	 	360	 	Reiter Syndrome	 	Standard
	314	 	362	 	Obsessive-Compulsive Disorder	 	Standard
	315	 	364	 	Tinnitus (Evaluation of)	 	Evaluation
	316	 	365	 	von Willebrand Disease	 	Standard
	317	 	366	 	Ankylosing Spondylitis	 	Standard
	318	 	367	 	Erythema Multiforme	 	Standard
	319	 	369	 	Hepatoma	 	Standard
	320	 	370	 	Pseudogout	 	Standard
	321	 	371	 	Cardiomyopathy (Evaluation of)	 	Evaluation
	322	 	372	 	Glaucoma, Angle-Closure	 	Standard
	323	 	373	 	Glaucoma, Open-Angle	 	Standard
	324	 	374	 	Acute Respiratory Distress Syndrome	 	Standard
	325	 	375	 	Fever of Unknown Origin (Evaluation of)	 	Evaluation
	326	 	376	 	Bechet's Syndrome	 	Standard




 

 [*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


43







 
 






 



							
	Count



 
	 	ID 	 	Monograph Title 	 	Monograph

Type 
	327	 	377	 	Myelodysplastic Syndrome	 	Standard
	328	 	380	 	Carpal Tunnel Syndrome	 	Standard
	329	 	382	 	Musculoskeletal Injuries	 	Standard
	330	 	399	 	Lymphogranuloma Venereum	 	Standard
	331	 	400	 	Wolff-Parkinson-White Syndrome	 	Standard
	332	 	402	 	Hepatorenal Syndrome	 	Standard
	333	 	405	 	Wernicke Encephalopathy	 	Standard
	334	 	406	 	Schizophrenia	 	Standard
	335	 	407	 	Uveitis	 	Standard
	336	 	408	 	Zollinger-Ellison Syndrome	 	Standard
	337	 	409	 	Idiopathic Hypertrophic Subaortic Stenosis	 	Standard
	338	 	411	 	Smoking Cessation	 	Standard
	339	 	414	 	Legionella Infection	 	Standard
	340	 	415	 	Subarachnoid Hemorrhage	 	Standard
	341	 	416	 	Subdural Hematoma	 	Standard
	342	 	417	 	Coma (Evaluation of)	 	Evaluation
	343	 	418	 	Contraception (Overview)	 	Overview
	344	 	419	 	Premenstrual Syndrome / Dysphoric Disorder	 	Standard
	345	 	420	 	Dysmenorrhea (Evaluation of)	 	Evaluation
	346	 	421	 	Epistaxis (Evaluation of)	 	Evaluation
	347	 	422	 	Abdominal Pain (Evaluation of)	 	Evaluation
	348	 	425	 	Asperillgus Infection	 	Standard
	349	 	427	 	Wilson's Disease	 	Standard
	350	 	428	 	Narcolepsy	 	Standard
	351	 	429	 	Temporomandibular Joint Syndrome	 	Standard
	352	 	430	 	Post-Traumatic Stress Disorder	 	Standard
	353	 	431	 	Peripheral Vascular Disease	 	Standard
	354	 	432	 	Carbon Monoxide Poisoning	 	Standard
	355	 	434	 	Hearing Loss (Evaluation of)	 	Evaluation




 

 [*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 


44







 
 






 



							
	Count



 
	 	ID 	 	Monograph Title 	 	Monograph

Type 
	356	 	435	 	Renal Artery Stenosis	 	Standard
	357	 	436	 	Encephalitis	 	Standard
	358	 	437	 	Hernia, Inguinal	 	Standard
	359	 	438	 	Hernia, Umbilical	 	Standard
	360	 	440	 	Anorexia Nervosa	 	Standard
	361	 	441	 	Bulimia Nervosa	 	Standard
	362	 	444	 	Amyloidosis	 	Standard
	363	 	445	 	Aortic Dissection	 	Standard
	364	 	446	 	Interstitial Pulmonary Fibrosis	 	Standard
	365	 	448	 	Atrioventricular Block, 1st Degree	 	Standard
	366	 	449	 	Atrioventricular Block, 2nd Degree	 	Standard
	367	 	450	 	Atrioventricular Block, 3rd Degree	 	Standard
	368	 	451	 	Cholera	 	Standard
	369	 	453	 	Bullous Pemphigoid	 	Standard
	370	 	454	 	Pemphigus	 	Standard
	371	 	455	 	Avian Influenza Infection	 	Standard
	372	 	456	 	GI Bleed, Upper (Evaluation of)	 	Evaluation
	373	 	457	 	GI Bleed, Lower (Evaluation of)	 	Evaluation
	374	 	458	 	Pericardial Effusion (Evaluation of)	 	Evaluation
	375	 	459	 	Tamponade, Cardiac	 	Standard
	376	 	460	 	Metabolic Acidosis (Evaluation of)	 	Evaluation
	377	 	461	 	Metabolic Alkalosis (Evaluation of)	 	Evaluation
	378	 	462	 	Respiratory Acidosis (Evaluation of)	 	Evaluation
	379	 	463	 	Respiratory Alkalosis (Evaluation of)	 	Evaluation
	380	 	464	 	Status Epilepticus	 	Standard
	381	 	465	 	Toxic Epidermal Necrolysis	 	Standard
	382	 	466	 	Barrett's Esophagus	 	Standard
	383	 	468	 	Hemophilia	 	Standard
	384	 	469	 	Antiphospholipid Syndrome	 	Standard
	385	 	471	 	Abetalipoproteinemia	 	Standard
	386	 	472	 	Tricuspid Regurgitation	 	Standard
	387	 	473	 	Tricuspid Stenosis	 	Standard
	388	 	474	 	Pulmonary Regurgitation	 	Standard




 

 [*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


45







 
 






 



							
	Count



 
	 	ID 	 	Monograph Title 	 	Monograph

Type 
	389	 	475	 	Pulmonary Stenosis	 	Standard
	390	 	478	 	Glucose-6-Phosphate Deficiency	 	Standard
	391	 	479	 	Goodpasture's Syndrome	 	Standard
	392	 	480	 	IgA Nephropathy	 	Standard
	393	 	481	 	Polycystic Kidney Disease	 	Standard
	394	 	482	 	Nephropathy, Diabetic	 	Standard
	395	 	483	 	Neuropathy, Diabetic	 	Standard
	396	 	484	 	Prion Disease	 	Standard
	397	 	486	 	Septic Arthritis	 	Standard
	398	 	488	 	Bipolar Disorder	 	Standard
	399	 	489	 	Personality Disorders (Overview)	 	Overview
	400	 	490	 	Aneurysm, Cerebral	 	Standard
	401	 	492	 	Sciatica (Evaluation of)	 	Evaluation
	402	 	494	 	Pregnancy Complications (Overview)	 	Overview
	403	 	495	 	Leiomyomas	 	Standard
	404	 	496	 	Red Eye (Evaluation of)	 	Evaluation
	405	 	497	 	Infertility, Male Factor	 	Standard
	406	 	498	 	Infertility, Female	 	Standard
	407	 	500	 	Corneal Abrasions	 	Standard
	408	 	501	 	Anaphylaxis	 	Standard
	409	 	503	 	Acute Abdomen (Evaluation of)	 	Evaluation
	410	 	504	 	Pneumothorax (Evaluation of)	 	Evaluation
	411	 	507	 	Venous Insufficiency, Chronic	 	Standard
	412	 	509	 	Hypoglycemia (Non-diabetic)	 	Standard
	413	 	510	 	Vaginal Discharge (Evaluation of)	 	Evaluation
	414	 	511	 	Jaundice (Evaluation of)	 	Evaluation
	415	 	512	 	Depression, Postpartum	 	Standard
	416	 	517	 	Osteomalacia	 	Standard
	417	 	518	 	Adrenal mass, Incidental (Evaluation of)	 	Evaluation
	418	 	519	 	Adrenal cancer	 	Standard
	419	 	520	 	Systemic Vasculitis	 	Standard
	420	 	521	 	Hypopituitarism	 	Standard




 

 [*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


46








 




































  Appendix 2 to Schedule 2  


 BMJ Processes (New Monographs)  


 [*]  


[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


47







 

 Schedule 3—NewDx Products Specification  


        Referenced in Definitions of "EpocWebDxFree Product", "MobileNewDx Product" and "NewDx Products Specification" 


        "EpocWebDxFree
Product" referred to in Clauses 3.1, 8.1(a), 8.1(b), 8.3 and 8.4 



        "MobileNewDx
Product" referred to in Clauses5,8, 6.7, 8.1(b), 8.3, 8.4, 10 and 11.2(a) 


        "NewDx
Products Specification" referred to in Clauses 6.1, 6.2, 6.3, 6.6 and 9.5 


        The
NewDx Products will be developed consistent with the provisions set out in the Software Requirements Specification ("SRS"). The version of the SRS as of the date of this Agreement
is: (i) for the Online Platform—Software Requirements Specification for Epocrates Online v3.0 Version 0.2 dated September 10, 2006, and (ii) for the Mobile
Platform—Software Requirements Specification for Epocrates Dx (Mobile) Version (yet to be developed) . The BMJ Project Leader will have access to the most recent version of the SRS and
will discuss any design issues with the Epocrates Project Leader. Where any disagreement arises as to the SRS's (for any reason), the Project Leader shall refer this dispute to the Executive Committee
who shall endeavour to resolve the matter in a timely manner. If this is not resolved it shall be elevated in accordance with Clause 15. 


        In
no event shall the SRS deviate from the following tables showing content and features to be included in the NewDx Products for the Online Platform without the approval of the
Executive Committee (Note: items in italics are under consideration for inclusion and are listed for illustrative purposes only—no determination has been made whether such material will be
included). 


        For
the purposes of these tables, "Free Unregistered", "Free Registered" are versions of the EpocWebDxFree Product "Subscription" is the EpocWebDxPremium Product, and "Institutional" is
the BMJWebDxPremium Product. 

 






 



			
	Free Unregistered (70%) 	 	Free Registered (100%) 
	  •       Summary-Level Content
	 	  •       Summary-Level Content

	  •       Detail-Level Content (Priority)
	 	  •       Detail-Level Content (Priority, Secondary)

	  •       Info Boxes (Priority)
	 	  •       Info Boxes (Priority, Secondary)

	  •       Basic Images
	 	  •       Basic Images

	  •       Notes (Read/Share)
	 	  •       Notes (Read/Write/Save)

	  •       Discussion (Read)
	 	  •       Discussion (Read/Write)





 

  


 






 



			
	Subscription 	 	Institutional 
	  •       Epocrates Online Premium (Rx, Dx, Lab, ID)
	 	  •       Epocrates Online Premium (Rx, Dx, Lab, ID)

	  •       Links to BMJ Clinical Evidence*
	 	  •       Links to BMJ Clinical Evidence

	  •       Links to BMJ Journals*
	 	  •       Institutional IP Authentication

	  •       Image Library
	 	  •       Links to BMJ Journals

	 
	 	  •       Image Library

	 
	 	  •       Institutional Guidelines





 


 




	*
	Subject
to agreement re: royalties for BMJ 


 

 [*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 


48







 
 






 



									
	 
	 	Unregistered 	 	Registered 	 	Premium 	 	Institutional 
	 Rx Basics
	 	×	 	×	 	×	 	×
	 Formularies
	 	 	 	×	 	×	 	×
	 MultiCheck
	 	 	 	×	 	×	 	×
	 PillID
	 	 	 	 	 	×	 	×
	 Altmeds
	 	 	 	 	 	×	 	×
	 Tables
	 	 	 	 	 	×	 	×
	 MedCalc
	 	 	 	 	 	×	 	×
	 Dx Basics
	 	×	 	×	 	×	 	×
	 Clinical Details
	 	priority only	 	×	 	×	 	×
	 Basic Images
	 	×	 	×	 	×	 	×
	 More Info Popups
	 	priority only	 	×	 	×	 	×
	 Notes
	 	 	 	×	 	×	 	×
	 Discussions
	 	read only	 	×	 	×	 	×
	 BMJ Clinical Evidence
	 	 	 	 	 	w/ subscription	 	w/ subscription
	 IP/SSO Authentication
	 	 	 	 	 	 	 	optional
	 BMJ Skin
	 	 	 	 	 	 	 	BMJ version only




 

         The
databases or software licenses expected as of the date of this Agreement to be included in Third Party Materials for the NewDx Products as defined in Clause 9.5 are as follows
(updated lists will be included in the Epocrates Escrow Deposit): 



Any
and all packages contained within Red Hat Enterprise Linux 3.x, Red Hat 7.2, SUSE 8.x and 9.x 



Custom:

Tomcat 4.x and 5.x packages

Apache 2.x packages

ant

ImageMagick-6.3

logrotate

ruby

rubygems

ruby-oci8

ruby-fcgi

nut

lighttpd

fcgi

Mon 


Commercial:

EMC PowerPath

ColdFusion

Oracle

Java Runtime Environment 1.4.2.04 




[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


49







 

 Schedule 4—Project Timetable  


        Referenced in Definition of "Project Timetable" 



        "Project
Timetable" referred to in Clauses 3.5, 4.1, 4.2, 4.3, 5.1, 5.7, 6.1 and 11.8 

 






 



			
	Milestone



 
	 	Timing 
	 First 30 Monographs delivered to Epocrates
	 	Mid February 2007
	 Final SRS Approval for all websites
	 	Mid March 2007
	 Engineering Plan Draft
	 	End March 2007
	 First 100 Monographs delivered to Epocrates (cumulative)
	 	End March 2007
	 Engineering Plan Approval
	 	Mid April 2007
	 First 150 Monographs delivered to Epocrates (cumulative)
	 	End April 2007
	 First 200 Monographs delivered to Epocrates (cumulative)
	 	End May 2007
	 Code Drop Milestone #1
	 	Early June 2007
	 Code Drop Milestone #2
	 	End June 2007
	 First 250 Monographs delivered to Epocrates (cumulative)
	 	End June 2007
	 Code Drop Milestone #3
	 	Mid July 2007
	 First 300 Monographs delivered to Epocrates (cumulative)
	 	End July 2007
	 Code Drop Milestone #4
	 	Early August 2007
	 First 350 Monographs delivered to Epocrates (cumulative)
	 	End August 2007
	 Feature Complete
	 	End August 2007
	 First 420 Monographs delivered to Epocrates (cumulative)
	 	End September 2007
	 Start BMJ Editorial Review
	 	Mid September 2007
	 Beta Release
	 	End September
	 Complete BMJ Editorial Review
	 	Mid October 2007
	 First 450 Monographs delivered to Epocrates (cumulative)
	 	End October 2007
	 Final Release
	 	End October 2007
	 Thereafter 50 Monographs delivered to Epocrates per month
	 	Until 1000 delivered




 

  Schedule 5—Fees and Royalties  


        Referenced in Definitions of "BMJWebDxPremium Product Royalties", "Content Milestone Fees", "EpocWebDxPremium Product Royalties",
"Fees", "MobileNewDx Product Royalties" and "Web Traffic Fees" 


        "BMJWebDxPremium
Product Royalties" referred to in Clause 11.2(b) 



        "Content
Milestone Fees" referred to in Clauses 5.1 and 10 


        "EpocWebDxPremium
Product Royalties" referred to in Clause 10 and 11.2(a) 


        "Fees"
referred to in Clauses 5.1, 8.1, 10, 11.2(a), 11.8, and 14.3(a) 


        "MobileNewDx
Product Royalties" referred to in Clause 10 and 11.2(a) 


        "Web
Traffic Fees" referred to in Clause 10 and 11.2(a) 


[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


50









 




































  FEES  


1.     Content Milestone Fees  


	1.1
	Epocrates
shall pay to the BMJ a fee of [*] on acceptance of each of the five (5) Content Milestones in accordance with
Clause 5 and Schedule 4 [*] in total); provided that if the first Content Milestone occurs before this Agreement is executed, the date of execution of the
Agreement shall be considered the date of acceptance of such first Content Milestone.



	1.2
	BMJ
shall invoice Epocrates upon acceptance of each Content Milestone and Epocrates shall make payment to BMJ within 30 days of the receipt of
invoice. 



2.     Web Traffic Fees  


	2.1
	Subject
to the additional terms in this section 2, Epocrates shall pay to the BMJ a fee of [*] for each Visitor to the
EpocWebDxFree Product (registration required version) after its Launch Date during the Term.



	2.2
	For
the purposes of this section 2, a:



	(i)
	"Visitor" means each unique monthly Verified US MD Visitor as determined by tracking the first visit by each
Verified US MD Visitor to the EpocWebDxFree Product in any new calendar month.



	(ii)
	"Verified U.S. MD Visitor" is a user accessing the EpocWebDxFree Product who has registered with Epocrates
and based on the information submitted during registration can be matched to the American Medical Association (AMA) physician database in accordance with the registration/verification process used by
Epocrates






	2.4
	The
Parties agree and acknowledge that the BMJ will not be paid a traffic fee by Epocrates for visitors to the BMJWebDxPremium Product or the
EpocWebDxPremium Product.



	2.5
	Web
Traffic Fees will be paid in accordance with Clause 6 of this Schedule 5. 




3.     Royalties  


        For the purposes of this section 3, Actual License Fees means the license fees BMJ or Epocrates invoices
(or if not invoiced, received) from users for activated licenses to NewDx Products, net of returns, discounts, rebates, , upgrades, price adjustments, and any sales tax or similar tax assessed on the
license fee charged for the NewDx Product based on the required payments set out in this Clause 3 of Schedule 5. Actual License Fees excludes any complimentary Subscriptions, trials
and/or demonstrations, and non-NewDx Content (the latter which shall need to be agreed in writing between the Parties) although both Parties shall still report complimentary Subscriptions,
trials and/or demonstrations, details in the reports required under Clause 8 of this Schedule 5. Royalties shall become payable as Actual License Fees are invoiced to customers (or if
not invoiced upon receipt) by BMJ or Epocrates. Any royalties paid with respect to Actual License Fees that are written off as uncollectible bad debt or otherwise reduced as a result of returns,
rebates or other matters identified above shall be off set against royalties due in the next royalty payment after the reduction occurs (subject to being itemised). 


[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 


51







 

3.1   MobileNewDx Royalties  


	3.1.1
	Subject
to the additional terms in this section 3, Epocrates shall pay to the BMJ a royalty amount equal to [*] of the
Actual License Fees received by or on behalf of Epocrates for the MobileNewDx Product during the Term.



	3.1.2
	If
Epocrates includes the MobileNewDx Product as part of a discounted or promotional bundle with another Epocrates product or module, then the Actual
License Fee received by Epocrates will be allocated between the components of the bundle using the methodology demonstrated by the following example ("the Methodology"):



	

	[*]



	3.1.3
	In
any event, Epocrates shall pay to the BMJ [*] of the Actual License Fee as set out above or [*] per
Subscription (calculated as an average on a quarterly basis) whichever is the greater amount.



	3.1.4
	[*] 



3.2.  EpocWebDxPremium Product Royalties  


	3.2.1
	Subject
to the additional terms in this section 4, Epocrates shall pay to the BMJ



	(a)
	a
royalty amount equal to [*] of the Actual License Fees received by or on behalf of Epocrates for the EpocWebDxPremium Product from
Institutions, which are already existing as of the date of this Agreement or which are unsolicited. Institutional sales will not include individual credit card sales transacted directly off the
Epocrates website (even if the credit card holder works in an Institution).



	(b)
	a
royalty amount equal to [*] of the Actual License Fees received by or on behalf of Epocrates for EpocWebDxPremium Product,
including any sales pursuant to Clause 8.1(f), to all users other than Institutions.






	3.2.2
	In
any event Epocrates will pay BMJPG [*] of the Actual License Fee or the Minimum Royalty as set out below whichever is the
greater amount. Epocrates will pay a minimum Institutional royalty based as detailed in the next Clause 3.5 of this Schedule 5.



	3.2.3
	Actual
License Fee calculation will be similar to the example provided in the Methodology. Further, in any bundle of the EpocWebDxPremium Product with the
online Epocrates drug reference (licensed by Epocrates as of the date of this Agreement under the brand Epocrates Online Premium), the value of the Epocrates drug reference in that bundle shall be
[*] of the bundle value if combined solely with the EpocWebDxPremium Product when sold to individual subscribers and otherwise shall be [*] in any other
bundle for individual subscribers. 



For
example: Bundle 1 includes EpocWebDxPremium plus the Epocrates online drug reference and sells for $120, the value assigned to the Epocrates drug reference is [*] of the
bundle price and equals [*]. Bundle 2 includes EpocWebDxPremium plus the Epocrates online drug reference and other Epocrates products and sells for $200. In this case the
Epocrates drug reference is assigned a value of [*]. 




[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 


52







 
	3.2.4
	In
any event, Epocrates shall pay to the BMJ [*] of the Actual License Fee as set out above or [*] per
Subscription (calculated as an average on a quarterly basis) whichever is the greater amount with respect to subscriptions sold for single individual use. 



3.3   The BMJWebDxPremium Product Royalties  


	3.3.1
	Subject
to the additional terms in this section 3.3, the BMJ shall pay to Epocrates an amount equal to [*] of the Actual
License Fees received by or on behalf of the BMJ for the BMJWebDxPremium Product, (including BMJWebDxPremium Product sales pursuant to Clause 8.1(f)), during the Term up to
[*] in each calendar year. Once Actual License Fees for the BMJWebDxPremium Product reach [*] in a calendar year, the BMJ shall then pay Epocrates an
amount equal to [*] of the Actual License Fees for the remaining Actual License Fees that year.



	3.3.2
	Actual
License Fee calculation will be similar to the example provided in the Methodology. To the extent that any other Epocrates products
(e.g. the Epocrates online drug reference) are included in a bundle with the BMJWebDxPremium Product, BMJ will pay a royalty equal to [*] of the Actual License Fees
attributable to such Epocrates product unless another royalty amount is specifically negotiated outside of this Agreement. 



3.4   Royalties on Other Services.  



Each
Party shall pay to the other a royalty amount equal to [*] of the Actual License Fees received by or on behalf of such Party in connection with any sale made by such Party
to or through an entity whose primary office is located in the US or Canada pursuant to Clause 8.1(f). BMJ shall owe no royalties in connection with sales pursuant to such clause to entities
whose primary offices are outside the US and Canada. 




3.5   Minimum Royalties  



Minimum
royalties for the Mobile NewDx Subscriptions are as set out in Clause 3.5 of this Schedule 5. 


Both
Parties agree and acknowledge that the BMJWebDxPremium Royalties and the EpocWebDxPremium Product Royalties as detailed above are subject to the following minimum royalty per year (prorated for
Subscriptions granted other than in full year increments) for the BMJWebDxPremium Product and EpocWebDxPremium Product as set out below insofar as it includes NewDx Content (but excluding any
additional amount which shall be negotiated for non NewDx Content): 


Table 1




 






 



					
	Institutional Bed Count



 
	 	Minimum Payment

BMJWebDxPremium

(BMJPG pay to Epocrates) 	 	Minimum Royalty

EpocWebDxPremium

(Epocrates pay to BMJPG) 
	    1 - 200	 	[*]	 	[*]
	201 - 400	 	[*]	 	[*]
	401 - 600	 	[*]	 	[*]
	601 - 800	 	[*]	 	[*]
	       >800	 	[*]	 	[*]




 

 [*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 


53







 

Table 2 



 






 



					
	Academic Institutions (no beds) FTE Count

FTE definition: Academic institutions: Total

number of medical faculty (academic staff

and students) and researchers.



 
	 	Minimum Payment

BMJWebDxPremium

(BMJPG pay to Epocrates) 	 	Minimum Royalty

EpocWebDxPremium

(Epocrates pay to BMJPG) 
	 Very Small 1 - 15 FTEs
	 	[*]	 	[*]
	 Small 16 - 400 FTEs
	 	[*]	 	[*]
	 Medium 401 - 1,500 FTEs
	 	[*]	 	[*]
	 Large 1501 - 3,000 FTEs
	 	[*]	 	[*]
	 Very Large > 3,000 FTEs
	 	[*]	 	[*]




 

 
Table 3




 






 



					
	Non-Institutions (no beds) FTE Count



 
	 	Minimum Payment

BMJWebDxPremium

(BMJPG pay to Epocrates) 	 	Minimum Royalty

EpocWebDxPremium

(Epocrates pay to BMJPG) 
	 Very Small 1 - 15 FTEs
	 	[*]	 	[*]
	 Small 16 - 400 FTEs
	 	[*]	 	[*]
	 Medium 401 - 1,500 FTEs
	 	[*]	 	[*]
	 Large 1501 - 3,000 FTEs
	 	[*]	 	[*]
	 Very Large > 3,000 FTEs
	 	[*]	 	[*]




 

 
Note:
royalties are based on recommended retail prices shown below for NewDx Content, however both Parties are free to determine their own prices for Subscriptions. These royalties exclude any amount
for access to other BMJ content aside from the NewDx Content. 


Table 4 



 






 



			
	Institutions with Beds



 
	 	Price per site per year 
	    1 - 200	 	[*]
	201 - 400	 	[*]
	401 - 600	 	[*]
	601 - 800	 	[*]
	       >800	 	[*]




 

  


 






 



			
	Academic Institutions (no beds) FTE Count



 
	 	Price per site per year 
	 Very Small 1 - 15 FTEs
	 	[*]
	 Small 16 - 400 FTEs
	 	[*]
	 Medium 401 - 1,500 FTEs
	 	[*]
	 Large 1501 - 3,000 FTEs
	 	[*]
	 Very Large > 3,000 FTEs
	 	[*]




 

 
Note:
These prices require market testing and may be revised by the Executive Committee based on market feedback. These recommended prices exclude any amount for access to other BMJ content aside from
the NewDx Content. 




[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 


54







 

Note:
In establishing the bed count or the FTE count for any customer for the purposes of Tables 1 through 4 above, a Party may rely upon published reports of such matters (e.g., the
American Hospital Association Guide), or upon a written representation from the customer concerning such matters, at the time of contract or contract renewal without further independent verification
of the count. 




4.     BMJWebDxPremium Product and EpocWebDxPremium Product 3rd Party and Additional Content Licensing Fees



If
the either party wishes to license additional third party content and/or include its own other content for the BMJWebDxPremium and EpocWebDxPremium, a mutually agreed upon fee split will be
negotiated at that time. 




5.     Other BMJ Sales of NewDx Content



No
royalties shall be owing to Epocrates for sales of NewDx Content by BMJ other than in connection with sales of the NewDx Products or as set forth in Clause 8.1(f) of the Agreement and
Clause 3.4 of this Schedule 5. 




6.     Accounting, Reporting and Auditing


	6.1
	Each
Party shall make the royalty or traffic fee payments to the other Party within twenty (20) Business Days of sending their quarterly royalty
reports to the other Party (as set forth below in Clause 6.3) and thus make payment to such Party as reflected in the report.



	6.2
	All
payments due under this Agreement shall be made:



	(a)
	in
US Dollars;



	(b)
	by
electronic transfer directly to the receiving Party's bank account as notified in writing to the paying Party and without any deduction for any expense
except as expressly provided in this Agreement.






	6.3
	Each
Party shall submit to the other Party within forty-five (45) days of the end of each calendar quarter during the Term (and
thereafter in accordance with Clause 11.4 as applicable) in a format and manner reasonably agreed between the Parties a written statement showing full:



	(a)
	customer
type (individual, group, institution);



	(b)
	product
subscribed to;



	(c)
	location
of subscriber (country, state or province);



	(d)
	Subscription
period;



	(e)
	details
of the amount of Actual Licence Fees collected during that quarter;



	(f)
	the
royalties or Traffic Fees (as applicable) due to the other Party hereunder;






	6.4
	No
recalculations based on credits, rebates or cancellations given for whatever reason will take place after the royalty or fees payment is made, but any
such adjustments permitted under this Agreement shall be deducted from the royalties payable with respect to the period in which such adjustment occurred. 




[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 


55







 
	6.5
	Throughout
the Term, and for a further period of two (2) years following termination Epocrates shall keep and maintain at its principal place of
business, accounts relating to: (i) Launch Date obligations; (ii) the Epocrates traffic statistics and web server logs; and (iii) the NewDx Products (other than the
BMJWebDxPremium Product) and the applicable Actual License Fees.



	6.6
	Throughout
the Term, and for a further period of two (2) years following termination BMJ shall keep and maintain at its principal place of business,
accounts relating to: the BMJWebDxPremium Product and the applicable Actual License Fees.



	6.7
	Each
Party shall have the right at any time during the Term and for a further period of two (2) years following termination to audit (either itself
or through an independent firm of chartered, or certified public accountants) the information and accounts referred to in section 6.5 and 6.6 as appropriate upon not less than 15 (fifteen)
Business Days notice to the other Party and during business hours. Not more than one such audit may be conducted during any calendar year without cause, and the period covered by any audit shall be
limited to the twelve (12) months ending on the date notice was received by the audited Party from the other Party indicating its intent to audit.



	6.8
	Any
shortfall in the Fees paid to the auditing Party revealed by such audit shall immediately be remedied by the other Party. If a shortfall in excess of
five percent (5%) is revealed, the other Party shall also refund the auditing Party's reasonable costs in conducting such audit.



	6.8
	It
is understood that no Value Added Tax (VAT) will be charged by BMJ to Epocrates for the payments which Epocrates shall make it to under this Agreement,
because Epocrates is located outside the U.K. The royalty payments should also be exempt from U.S. withholding tax by virtue of the U.S./U.K. income tax treaty. Both Parties agree to complete all
necessary documentation necessary to be submitted for this exemption to apply. Should the relevant rules change, VAT shall be charged by BMJ in addition to such sums (provided that appropriate VAT
invoices are provided) and/or withholding tax will be deducted as required by law, and the Parties will be liable for their own tax liabilities. 



 Schedule 6—BMJWebDxPremium SLA  



        Referenced in Definition of "BMJWebDxPremium Product SLA" 


        "BMJWebDxPremium
Product SLA" referred to in Clauses 6.8 and 11.8 


        Operational
Specifications (Production Infrastructure) 


        The
Epocrates production facility has been architected as a highly available and highly scalable infrastructure. The site is monitored on a
24 × 7 × 365 basis for fault and performance characteristics. Every effort is made to minimize the frequency and affects of planned and/or unplanned
outages of the infrastructure. 


        The
Service Level Agreement (SLA) for the production infrastructure is as set out below: 



The
SLA sets out the time when the BMJWebDxPremium Product will be available for external user access. This includes access to the BMJWebDxPremium Product and NewDx Content included in that product
and any other agreed content to the extent that it is hosted by Epocrates and its contractors. 




[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. 


56









 



































 



Epocrates
agrees and undertakes to provide the Service Levels to the site in accordance with this Schedule. Epocrates further agrees that it shall monitor and measure the performance of the service
and of the Service Levels and shall report the same to the BMJ as set out below. 




1.     Availability  


 1.1.    Service Availability Definition  


        "Availability" is defined as the time when the infrastructure is available for users to access the BMJWebDxPremium Product..
Availability is measured on a 24 × 7 × 365 basis and means when the BMJWebDxPremium Product is functioning correctly when accessed via the internet
from outside the Epocrates network and includes being able to access the BMJWebDxPremium Product other than as excluded under 1.4 below ("Available"). 


1.2.  Planned Downtime  


        "Planned Downtime" is defined as time when any component or service used to host the BMJWebDxPremium Product is not Available for external access due to planned
maintenance activities.
Such activities include but are not limited to: core infrastructure changes (router, firewall, switches) and database changes. Typical site maintenance activities including code and content releases
do not require any site downtime.  



	•
	Epocrates agrees that Planned Downtime will be less than or equal to 6 hours per month.   



	•
	Allowable windows for planned site downtime are 10pm - 4am PT. Every effort will be made to limit Planned Downtime to
these hours on the weekends unless circumstances warrant faster response. 




 1.3.    Unplanned Downtime  


        "Unplanned Downtime" is defined as time other than due to Planned Downtime (within the defined maximum amounts) or as set out in
Clause 1.4 of this SLA, when any component or service used to host the BMJWebDxPremium Product is not Available.  



	•
	Epocrates agrees that the time to recover in the event of Unplanned Downtime is less than or equal to 2 hours per
incident   



	•
	Unplanned Downtime will not exceed 4 hours total in any six-month period (99.9087% availability)  



	•
	Note: Epocrates implements redundant application servers in its infrastructure. On occasion, a single server in a "pool"
of systems will fail resulting in slightly impacted end-user performance without loss of functionality, and so not considered to be Unplanned Downtime. 




 1.4.    Not Covered by this SLA  



	•
	Any service disruption due to natural disaster resulting in catastrophic failure of Epocrates facilities or colocation
facilities.   



	•
	Interruptions in third party networks that prevent Internet users from accessing the servers.   



	•
	Acts outside of Epocrates control including but not limited to changes resulting from government, political or other
regulatory actions or court orders. 




[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


57







 

2.     Performance Specifications  



 2.1    Definition  


        Epocrates makes every effort to provide an acceptable level of performance through the use of a highly scalable architecture and
effective load balancing of infrastructure components. Performance monitoring is performed by Keynote systems which provides site performance characteristics from various locations both domestically
and internationally. 


        It
should be noted that while Epocrates makes every effort to adhere to the performance objective, it is for diagnostic and reporting purposes only. Performance results greater than the
specified objective will be handled by our production fault management process. Site availability calculations do not include this performance objective. 


 2.2    Performance Objective  


        Our goal for site performance is less than or equal to 5 seconds to render the Epocrates homepage as measured from Keynote's west coast
measurement point in California as defined in their "Domestic 10" measurement package. Epocrates will determine adherence to the performance goal by averaging the homepage response time from this
single measurement point over a monthly period. 


3.     Site Monitoring  


 3.1    Definition  


        Epocrates provides automated monitoring of the production facility on a continuous basis. The monitoring service implements 2 "bots"
that continuously query all application services from both within and outside the local network to ensure the servers and applications are healthy and processing customer requests. 


 3.2    Notification and Response  


        Epocrates staff is on-call on a 7 × 24 basis providing fault management for the production
facility. Alerts (paging) based on the automated monitoring informs the on-call system administrator of the type and severity of the problem. This in turn dictates the level of response
required to adhere to the stated SLA. Escalation processes exist should service levels be at risk based on the time to recover from a particular incident. 


 3.3    Reports  


        Epocrates shall generate quarterly statistics for BMJ setting out whether the standards in this SLA have been achieved and itemizing
Availability which shall be supplied to BMJ within 14 days following the end of the calendar quarter. 



4.     Data Protection  


        Under the Data Protection Act 1998, BMJ is required to put in place an agreement between BMJ ("Data Controller) and any organisation which processes personal data
on its behalf governing the processing of that data. 


[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


58







 

        In
the course of providing the Services, Epocrates (the Data Processor") may be processing the following data ("the Personal Data") on behalf of BMJ: 



	•
	Editorial contact details   



	•
	Staff and contractor contact details   



	•
	Subscriber information   



	•
	The Personal Data shall be processed for the following purposes ("the Services"): 





To
enable access to the BMJWebDxPremium Product 





        The
Personal Data are and will remain the property of BMJ all times. 


        Epocrates
agrees that it will process the Personal Data strictly in accordance with the following conditions: 



	•
	The Data Processor shall process the Personal Data in accordance with BMJ's reasonable instructions.  



	•
	The Data Processor shall employ appropriate operational and technological processes and procedures to keep the Personal
Data safe from unauthorised use or access, loss, destruction, theft or disclosure;   



	•
	The Data Processor shall ensure that only such of its employees who may be required by it to assist it in providing the
Services have access to the Personal Data. The Data Processor shall ensure that all such employees have undergone training in the law of data protection and in the care and handling of Personal Data;  



	•
	The Data Processor agrees to assist BMJ promptly with all subject information requests which may be received from the data
subjects of the Personal Data;   



	•
	The Data Processor shall not use the Personal Data for any purposes which may be inconsistent with those notified to the
data subjects on or before the time of collection;   



	•
	The Data Processor shall not disclose the Personal Data to a third party in any circumstances other than at the specific
request of BMJ. 




        Should
Epocrates use a subcontractor for such services and this is permitted within this Agreement Epocrates will ensure that the same terms in respect of data protection requirements as
apply to such a subcontractor in accordance with this Agreement. 


        BMJ
reserves the right upon giving reasonable notice and within normal business hours to inspect the Data Processor's systems in order to satisfy itself that the Data Processor is
adhering to the terms of this Agreement. 


 Schedule 7—Support Specifications  


        Referenced in Definition of "Support Specification" 


        "Support
Specification" referred to in Clause 7.1 


[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


59







 

 For Epocrates Sales & Users  



	•
	All first line customer service and technical support will be provided by Epocrates as set out below.  



	•
	Where the query relates to content, Epocrates shall email BMJ with the query within one Business Day and BMJ shall
acknowledge Epocrates email within 1 Business day if received by Friday midday and respond back to Epocrates within 2 Business Days.   



	•
	Standard Support





Support
is available for any current or potential client of Epocrates via email, web and Internet Chat (instant messaging via the Internet). The support team will handle inquiries regarding sales,
installation, troubleshooting and product usage.  



	•
	Premium support (Gold Support)





Email,
web, Internet Chat and telephone support are available for those customers who have purchased any paid subscription product, license code purchaser, license code redeemer and registered MD or
DO. 





 Exclusions to this SLA  



	•
	Any service disruption due to natural disaster resulting in catastrophic failure of Epocrates facilities or collocation
facilities.   



	•
	Interruptions in third party networks that prevent Internet users from accessing the servers.   



	•
	Acts outside of Epocrates control including but not limited to (i) changes resulting from government, political or
other regulatory actions or court orders 




1.1.  Overview  


        Epocrates provides customer support from multiple support centers in the United States. All customers can contact Epocrates free of charge and Epocrates provides
a toll free number for those customers eligible for telephone support. All support services (including support web pages, phone, email and Internet Chat) are provided in English. While Epocrates makes
every effort to adhere to the SLA stated below, there is no penalty assessed on behalf of any customer for non-compliance. 



1.1.1.  Premium Support  



	•
	Email, web and Internet Chat assistance is available Monday through Friday 8:00am - 6pm (Pacific Time). Customers can
contact support by emailing: goldsupport@epocrates.com, clicking the "Chat Now" button on various Epocrates web pages or by using the support portal at www.epocrates.com/support.  



	•
	Telephone assistance is available Monday through Friday 8:00am - 6pm (Pacific Time). Customers can contact support by
calling the Gold Support line at either: 650-227-2732 or 800-230-2150.   



	•
	Initial customer response to phone, email, and support portal submissions is typically within 1 business day. 




[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


60









 








































	•
	Initial customer response to Internet Chat within 15 minutes.   



	•
	No support is provided on Epocrates holidays. 




1.1.2.  Standard Support  



	•
	Email, web and Internet Chat assistance is available Monday through Friday 8:00am - 6pm (Pacific Time). Customers can
contact support by emailing: support@epocrates.com, clicking the "Chat Now" button on various Epocrates web pages or by using the support portal at www.epocrates.com/support.  



	•
	Initial customer response to phone, email, and support portal submissions is typically within 3 business days.  



	•
	Initial customer response to Internet Chat within 15 minutes.   



	•
	No support is provided on Epocrates holidays. 




 For BMJ Sales & Users  



	•
	Customer service and first-line technical support will be provided by the BMJ customer service and technical
support will be provided via the Web or electronic mail between the hours of 09:00-17:00 GMT, Monday through Friday, except UK holidays.   



	•
	Where the query relates to technology of the BMJWebDxPremium, BMJ shall email Epocrates with the query and Epocrates shall
acknowledge BMJ's email within 1 Business day if received by Friday midday and respond back to Epocrates within 2 Business Days.   



	•
	On rare occasions when a technical support issue cannot be resolved by Epocrates with the BMJ after consultation between
them, BMJ may request that Epocrates provide technical support directly to the effected subscriber or potential subscriber. 




 Schedule 8—Epocrates Business Continuity Plan  


        Referenced in Definition of "Epocrates Business Continuity Plan" 


        "Epocrates
Business Continuity Plan" referred to in Clauses 6.9 and 9.4 


        The
Epocrates infrastructure is built on industry-standard, highly fault-tolerant and scalable components, resulting in excellent performance, site availability and security. 


 Production Infrastructure  


        Our infrastructure is architected to be highly reliable, and built upon robust, industry-standard components. Co-located at
AT&T's facility in Redwood City, California, our production network is comprised of servers from both Dell and Hewlett-Packard, and runs Red Hat Linux Enterprise 3 in a pooled configuration. We use
Oracle for our database management system running on an EMC Storage Area Network in a highly fault-tolerant configuration. Our infrastructure is built on network elements from Foundry, Cisco and
Checkpoint Technologies and takes advantage of hot standby configurations where session state is preserved. 


[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


61







 

        The
AT&T collocation facility has redundant network feeds, redundant power distribution units and redundant cooling units supporting our production systems. The facility is high secured
and requires both picture ID and biometric scans for entry for authorized personnel only. 


        All
of our applications run in "pools" of servers behind Foundry load balancers. This configuration allows for seamless upgrading of code and content, a very high degree of redundancy
and the ability to scale easily as required. Additionally, this type of configuration insulates customers from a single instance failure providing a high mean time between failures. 


        The
site is monitored on a 24 × 7 basis using standard SNMP monitoring tools and custom scripts. This combination provides a very comprehensive set of automated
system and application checks. Staff is on-call on a 24 × 7 basis to react to any fault or performance management issues. 



The
result of this combination of capabilities is that our down time—both scheduled and unscheduled—is extremely low. We are able to maximize our scheduled availability by
providing virtually uninterrupted service during routine maintenance periods, and we have had no unscheduled down time for over two years. 




 Production Server Backup Procedure  


        Our servers and production data are backed up on a nightly basis and archived for a minimum of 3 years with user data archived
indefinitely. Epocrates implements Veritas NetBackup Data Center and StorageTek (SUN) LTO2 tape library products as the core tools for backup. Automated backups are performed at the production
facility and an additional copy of the data is sent to the corporate data warehouse. Backups of the data warehouse are sent to an offsite storage facility. The entire backup process (including file
transfers and database exports) is automated and monitored on a daily basis. 


        In
conjunction with our Sarbanes Oxley compliance, all mission critical infrastructure vendors have SAS 70 verification on file with Epocrates. 


 Schedule 9—Sponsorship and Advertising Restrictions  



        Referenced in Definitions of "Sponsorship and Advertising Restrictions" and "Support Specification". 


        "Sponsorship
and Advertising Restrictions" referred to in Clause 8.4 


        Both
Parties agree that advertising and sponsorship is permitted within the NewDx Products. 


        The
following minimum rules shall apply for such sponsorship and advertising, but either Party is permitted to establish more restrictive advertising and sponsorship guidelines for the
NewDx Products for which it is the Site Owner. These rules may be modified by the Executive Committee: 


 Definitions:  



	•
	Site Owner refers to Epocrates in the case of all versions of the
EpocWebDxFree Product, EpocWebDxPremium Product and MobileNewDx Product; and refers to the BMJ in the case of all versions of the BMJWebDxPremium Product. 




[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


62







 

	•
	Advertising refers to the purchase of advertisements and/or name placement
and/or logo placement on individual pages or entire sections of a NewDx Product. These advertisements, names, and/or logos are linked to the sponsor's corporate, product, or educational sites as
allowed by these guidelines.   



	•
	Sponsorship refers to unrestricted financial support from third party
commercial organizations for NewDx Products where recognition is provided on the site but there is no promotional information about the sponsor. The Sponsor's logo may be used, and the Sponsor's
corporate or educational site may be linked to from the NewDx Product as allowed by these guidelines. The language acknowledging the Sponsor's contribution will be similar to, "This
[portion of the] [NewDx Product name] site is funded in part by an educational grant from ABC Corporation." As a benefit of sponsorship, the sponsor may
be offered an advertisement within their sponsored area, which may link to a product ad. 




 Advertising Guidelines: 



	1.
	Advertisers
shall have no control over or right to influence any of the NewDx Content. Similarly, advertisers shall have no control over or right to
influence the results of searches users conduct within a NewDx Product.



	2.
	Advertisements
must be readily distinguishable from editorial content. All advertisements will be marked "Advertisement" or similarly designated.



	3.
	The
Site Owner, in its sole discretion, retains the right to decline any submitted advertisement or to discontinue posting of any advertisement previously
accepted.



	4.
	Site
Owner will not accept advertisements that, in the sole opinion of Site Owner, make unsubstantiated claims of therapeutic benefit for a particular
product(s) or otherwise contain fraudulent, deceptive, misleading or offensive material. In addition, Site Owner will not accept advertising in any form for any products or services known to be
harmful to health or would be likely to reflect negatively on the reputation or goodwill of Site Owner (e.g., tobacco products, alcohol, firearms, gambling or pornography).



	5.
	Site
Owner will not accept advertisements regarding pharmaceutical, biomaterials, or medical devices not cleared for marketing in the U.S. by the Food and
Drug Administration, or such other jurisdictions where the advertisement will be displayed.



	6.
	Advertisements
may link off-site to a commercial Web site, provided that the viewer is not prevented from easily returning to the NewDx Product.



	7.
	Site
Owner reserves the right to not link to or to remove links to other Web sites.



	8.
	Advertisements
may appear as fixed banner advertisements or as rotating advertisements.



	9.
	Site
Owner will not use "pop-up" ads that obstruct the visibility of the NewDx Product. "Pop-up" ads are ads that automatically
appear on top or below of the page the user intends to read and therefore must be deleted before or after the User views the reader's intended page. For advertisements that display additional content
on larger space than the advertisement itself (e.g. PointRoll or other expandable ad units), it is preferred for the additional content to display only when the user clicks, not just rolls over
the advertisement (i.e., set for "expand on click"). 




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	10.
	Advertising
shall comply with all applicable laws and regulations of the United States of America or such other jurisdictions as may be applicable. It is
the responsibility of the advertiser to comply with such laws, but if Site Owner becomes aware of any breach or potential breach of any applicable law or regulation, Site Owner reserves the right to
remove the advertisement.



	11.
	If
continuing medical education programs are included in a site, advertising must comply with applicable rules relating to continuing medical education
(e.g., in accordance with ACCME rules, advertisements may not be juxtaposed with, appear in line with, appear adjacent to, or be linked to continuing medical education content). 




 Sponsorship Guidelines: 



	1.
	Sponsorship
should include an appropriate, readily-visible notice indicating that financial support has been provided, and naming the sponsoring
organization. For example, the sponsorship may be declared by way of a small notice stating, "Supported by a grant from [name of sponsor]," on the sponsored pages or at the
beginning of a section of the NewDx Product being sponsored.



	2.
	The
acknowledgement of support may link to a commercial website of the sponsoring organization provided that it is clear to the user that the linked page is
not part of the NewDx Product.



	3.
	Like
advertising, a sponsoring organization shall not be given control over or the right to influence the NewDx Content. 




 Schedule 10—Exit Plan  



        Referenced in Definition of "Exit Plan" 


        "Exit
Plan" referred to in Clauses 9.4, 11.9(b), 11.9(d), 11.10 


1.     Definitions  


	1.1
	In
this Exit Plan the following definitions shall apply (in addition to definitions set out in Clause 1) 



Software means the Licensed Software and the Epocrates Software, which together with hardware comprise the BMJWebDxPremium technology. 



Licensed Software means all software included in the BMJWebDxPremium Product to which Epocrates does not own the copyright and is as set out in
Schedule 3. This includes open source software, therefore. 


Epocrates Software means all software included in the BMJWebDxPremium Product to which Epocrates does own the copyright, regardless of whether the
software was written by Epocrates or purchased (together with the copyright) from another organisation. 


Database means a structured store of data used in the delivery of the BMJWebDxPremium technology. It includes but is not limited to relational database
management systems, structured text files, LDAP or other directories, and XML databases 




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Files mean any files on a computer system that are necessary for the provision of the BMJWebDxPremium technology, including but limited to configuration
files and log files. 


Documentation means all manuals, procedures, test scripts, specifications, diagrams and schema used in the specification, build, or running of the
BMJWebDxPremium technology. 


Epocrates Escrow Deposit means the following items as of the Launch Date of the BMJWebDxPremium Product, updated not less then annually thereafter and
updated as of the date of termination of the Agreement, unless Epocrates is not able to provide an update as of such date: 



	(a)
	A
list of all licenses to all Licensed Software used in the delivery of the BMJWebDxPremium technology, including for each license  



	•
	The name of the software product licensed.   



	•
	The name and address of the company the software is licensed from. In the case of open source software, where there is no
owning organisation, a URL indicating where the software can be obtained should be given instead.   



	•
	A list of any third party licenses which can be transferred to BMJ and whether a cost applies.






	(b)
	A
copy the complete source and object code for all Epocrates Software



	(c)
	A
copy of all Files



	(d)
	The
structure of all Databases, in machine readable form



	(e)
	A
copy of the complete contents of all Databases, in machine readable form



	(f)
	A
copy of all Documentation



	(g)
	Contact
details for any third party web hosting and maintenance providers currently used for the BMJWebDxPremium technology for BMJ to consider whether it
wishes to engage any services from such party. 





2.     Escrow.  


	(a)
	Escrow Agreement.    The Parties shall enter into an escrow agreement with a mutually acceptable
company experienced in providing software escrow services, and shall do so prior to the Launch Date of the BMJWebDxPremium Product. Epocrates will place in escrow the Epocrates Escrow Deposit as of
the Launch Date within thirty (30) days after such Launch Date, subject to the following conditions: 



          (i)  The
cost of the escrow, including fees due on deposits of updates of the Epocrates Escrow shall be paid by Epocrates in advance. Epocrates will be required to update
the Escrow Deposit at least once every twelve (12) months and, as of the date of termination. The Parties acknowledge that because the BMJWebDxPremium Product will be integrated with other
Epocrates software and products, the Epocrates Escrow Deposit may include source code and items in excess of that specifically identified with the BMJWebDxPremium Product ("Excess Escrow Deposit"). 




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         (ii)  BMJ
shall be entitled to receive the Epocrates Escrow Deposit by mutual agreement of the Parties, or under Clause 11 (including at such time as specified
therein) or under the terms of any signed Escrow Agreement.  



	(b)
	License to Use Escrowed Materials. 



          (i)  Epocrates
hereby grants to BMJ a non-exclusive, worldwide, perpetual, non-transferable (except as provided in Clause 21 "Assignment"),
royalty-free license to use the source code of the Epocrates Escrow Deposit ("BMJ Escrow License"), following release, solely as permitted in accordance with the licenses granted in this
Agreement. BMJ may not exercise any rights under this BMJ Escrow License until and unless it receives a release of the Epocrates Escrow Deposit in accordance with this agreement or the Escrow
Agreement. BMJ's rights under this clause may be exercised by a subcontractor. Nothing in this clause, including the BMJ Escrow License grant set forth above, grants BMJ any right or license in or to
the Excess Escrow Deposit, and BMJ shall ensure that its use of the Escrow Deposit excludes use of any Excess Escrow Deposit. 




 Schedule 11 Change Process and Request Form  


        "Schedule 11"
referred to in Clauses 3.3 and 23.2 



	•
	Epocrates will post the most current SRS (Product Specifications) document on its LAN in read-only access and
provide BMJ access to that location so they can get it anytime.   



	•
	Epocrates will provide read-only access to Extraview (or a Web page view of Extraview) to view items
Epocrates Engineering is addressing regarding the product   



	•
	The Party requesting a change will complete its sections of the form below. These forms will be emailed to the other
Party's Project Leader who will discuss the change and complete sections required by it. If determined the item should be changed/fixed, the Epocrates Project Leader will add to Extraview to be
addressed 




 Form  


                Ref:



TO:

FROM: 


        To
be completed in accordance with Clause 23.2 of this Agreement to form part of the Agreement when accepted by both Parties. 


        Originated
by BMJ/ Epocrates (delete as appropriate)


        Reason
for proposed change 

 






 



			
	  	 	 
	  	 	 




 

         Description
of proposed change (attach specifications if appropriate) 


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	Time Required



 
	 	Impact / Risk if any on

the Project Timetable /

general obligations (detail)

(nil/low/mod/high) 	 	Detail impact /risk 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 




 

         Cost
of Change if any: 

 






 



					
	Price £/$ (delete as applicable)



 
	 	VAT (at %) £/$ if applicable 	 	Total £/$ (delete as applicable) 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 




 

         Complete
only when impact assessment is accepted for implementation: 

 






 



			
	 Accepted by the BMJ's authorised delegate:
	 	 
	 Signed:
	 	 
	 






  Date:	 	 
	 Accepted by Epocrates authorised delegate:
	 	 
	 Signed:
	 	 
	 






  Date:	 	 



 

  Schedule 12—Dispute Resolution  


        "Schedule 12"
referred to in Clause 15.2 



 I.    MEDIATION  


	a.
	Any
dispute, controversy or claim arising out of or related to this agreement, or the interpretation, application, breach, termination or validity thereof,
including any claim of inducement by fraud or otherwise, which claim would, but for this provision, be submitted to arbitration as provided below shall, before submission to arbitration, first be
mediated through nonbinding mediation in accordance with the CEDR Mediation Procedure available at http://www.cedr.co.uk/library/documents/MMPA_9thEd.pdf except where that procedure conflicts with
these provisions, in which case these provisions control. The mediation shall be conducted in London, England and shall be attended by a senior executive with authority to resolve the dispute from
each Party. 



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	b.
	The
mediator shall be neutral, independent, disinterested and shall be selected from a professional mediation firm recommended by CEDR.



	c.
	The
Parties shall promptly confer in an effort to select a mediator by agreement. In the absence of such an agreement within 10 days of initiation of
the mediation, the mediator shall be selected as follows: CEDR shall provide the Parties with a list of at least 10 names from the CEDR's lists. Each Party shall exercise challenges for cause, two
peremptory challenges, and rank the remaining candidates within 5 working days of receiving the CEDR list. The Parties may together interview the three top-ranked candidates for no more
than one hour each and, after the interviews, may each exercise one peremptory challenge. The mediator shall be the remaining candidate with the highest aggregate ranking.



	d.
	The
mediator shall confer with the Parties to design procedures to conclude the mediation within no more than 45 days after initiation. Under no
circumstances may the commencement of arbitration under Clause II below be delayed more than 45 days by the mediation process specified herein absent contrary agreement of the Parties.



	e.
	Each
Party agrees not to use the period or pendency of the mediation to disadvantage the other Party procedurally or otherwise. No statements made by either
side during the mediation may be used by the other or referred to during any subsequent proceedings.



	f.
	Each
Party has the right to pursue provisional relief from any court, such as attachment, preliminary injunction, replevin, etc., to avoid irreparable harm,
maintain the status quo, or preserve the subject matter of the arbitration, even though mediation has not been commenced or completed.



	g.
	The
cost of the mediator and venue shall be shared equally between the Parties. 



 II.    ARBITRATION  


	a.
	Any
dispute, controversy or claim arising from or related in any way to this Agreement or the interpretation, application, breach, termination or validity
thereof, including any claim of inducement of this Agreement by fraud or otherwise, will be submitted for resolution to arbitration pursuant to the rules then prevailing of the CPR Institute for
Dispute Resolution for Non-Administered Arbitration (available at www.cpradr.org/arb-rules.htm), or successor ("CPR"), except where those rules conflict with these provisions,
in which case these provisions control. The arbitration will be held in San Francisco, California.



	b.
	The
panel shall consist of three arbitrators chosen from the CPR Panels of Distinguished Neutrals (or, by agreement, from another provider of arbitrators)
each of whom is a lawyer with at least 15 years experience with a law firm or corporate law department of over 25 lawyers or who was a judge of a court of general jurisdiction. In the event the
aggregate damages sought by the claimant are stated to be less than $5 million, and the aggregate damages sought by the counterclaimant are stated to be less than $5 million, and neither
side seeks equitable relief, then a single arbitrator shall be chosen, having the same qualifications and experience specified above. Each arbitrator shall be neutral, independent, disinterested,
impartial and shall abide by The CPR-Georgetown Commission Proposed Model Rule for the Lawyer as Neutral available at www.cpradr.org/cpr-george.html. 



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	c.
	The
Parties agree to cooperate (1) to attempt to select the arbitrator(s) by agreement within 30 days of initiation of the arbitration,
including jointly interviewing the final candidates, (2) to meet with the arbitrator(s) within 30 days of selection and (3) to agree at that meeting or before upon procedures for
discovery and as to the conduct of the hearing which will result in the hearing being concluded within no more than six (6) months after selection of the arbitrator(s) and in the award being
rendered within 60 days of the conclusion of the hearings, or of any post-hearing briefing, which briefing will be completed by both sides within 45 days after the conclusion
of the hearings.



	d.
	In
the event the Parties cannot agree upon selection of the arbitrator(s), the CPR will select arbitrator(s) as follows: CPR shall provide the Parties with a
list of no less than 25 proposed arbitrators (15 if a single arbitrator is to be selected) having the credentials referenced above. Within 15 days of receiving such list, the Parties shall rank
at least 65% of the proposed arbitrators on the initial CPR list, after exercising cause challenges. The Parties may then interview the five candidates (three if a single arbitrator is to be selected)
with the highest combined rankings for no more than one hour each and, following the interviews, may exercise one peremptory challenge each. The panel will consist of the remaining three candidates
(or one, if one arbitrator is to be selected) with the highest combined rankings. In the event these procedures fail to result in selection of the required number of arbitrators, CPR shall select the
appropriate number of arbitrators from among the members of the various CPR Panels of Distinguished Neutrals, allowing each side challenges for cause and three peremptory challenges each.



	e.
	In
the event the Parties cannot agree upon procedures for discovery and conduct of the hearing meeting the schedule set forth in paragraph c above,
then the arbitrator(s) shall set dates for the hearing, any post-hearing briefing, and the issuance of the award in accord with the paragraph c schedule. The arbitrator(s) shall
provide for discovery according to those time limits, giving recognition to the understanding of the Parties that they contemplate reasonable discovery, including document demands and depositions, but
that such discovery be limited so that the paragraph c schedule may be met without difficulty. In no event will the arbitrator(s), absent agreement of the Parties, allow more than a total of
ten days for the hearing or permit either side to obtain more than a total of 40 hours of deposition testimony from all witnesses, including both fact and expert witnesses, or serve more than
20 individual requests for documents, including subparts, or 20 individual requests for admission or interrogatories, including subparts. Multiple hearing days will be scheduled consecutively to the
greatest extent possible.



	f.
	The
arbitrator(s) must render their award by application of the substantive law of the jurisdiction specified in the Agreement and are not free to apply
"amiable compositeur" or "natural justice and equity." The arbitrator(s) shall render a written opinion setting forth findings of fact and conclusions of law with the reasons therefore stated. A
transcript of the evidence adduced at the hearing shall be made and shall, upon request, be made available to either Party. The arbitrator(s) shall have power to exclude evidence on grounds of
hearsay, prejudice beyond its probative value, redundancy, or irrelevance and no award shall be overturned by reason of such ruling on evidence. To the extent possible, the arbitration hearings and
award will be maintained in confidence. 



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	g.
	In
the event the panel's award exceeds $5 million in monetary damages or includes or consists of equitable relief, or rejects a claim in excess of
that amount or for that relief, then the losing Party may obtain review of the arbitrators' award or decision by a single appellate arbitrator (the "Appeal Arbitrator") selected from the CPR Panels of
Distinguished Neutrals by agreement or, failing agreement within seven working days, pursuant to the selection procedures specified in paragraph d above. If CPR cannot provide such services,
the Parties will together select another provider of arbitration services that can. No Appeal Arbitrator shall be selected unless he or she can commit to rendering a decision within
forty-five days following oral argument as provided in this paragraph. Any such review must be initiated within thirty (30) days following the rendering of the award referenced in f
above.



	h.
	The
Appeal Arbitrator will make the same review of the arbitration panel's ruling and its bases that the U.S. Court of Appeals of the Circuit where the
arbitration hearings are held would make of findings of fact and conclusions of law rendered by a district court after a bench trial and then modify, vacate or affirm the arbitration panel's award or
decision accordingly, or remand to the panel for further proceedings. The Appeal Arbitrator will consider only the arbitration panel's findings of fact and conclusions of law, pertinent portions of
the hearing transcript and evidentiary record as submitted by the Parties, opening and reply briefs of the Party pursuing the review, and the answering brief of the opposing Party, plus a total of no
more than four (4) hours of oral argument evenly divided between the Parties. The Party seeking review must submit its opening brief and any reply brief within forty-five
(45) and ninety (90) days, respectively, following the date of the award under review, whereas the opposing Party must submit its responsive brief within seventy-five
(75) days of that date. Oral argument shall take place within five (5) months after the date of the award under review, and the Appeal Arbitrator shall render a decision within
forty-five (45) days following oral argument. That decision will be final and not subject to further review, except pursuant to the Federal Arbitration Act.



	i.
	The
Parties consent to the jurisdiction of the Federal District Court for the district in which the arbitration is held for the enforcement of these
provisions and the entry of judgment on any award rendered hereunder (including after review by the Appeal Arbitrator where such an appeal is pursued). Should such court for any reason lack
jurisdiction, any court with jurisdiction shall act in the same fashion.



	j.
	Each
Party has the right before or, if the arbitrator(s) cannot hear the matter within an acceptable period, during the arbitration to seek and obtain from
the appropriate court provisional remedies such as attachment, preliminary injunction, replevin, etc. to avoid irreparable harm, maintain the status quo, or preserve the subject matter of the
arbitration.



	k.
	Each
Party waives its right to trial of any issue by jury.



	l.
	Each
Party waives any claim for attorneys' fees and costs and prejudgment interest from the other. 



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        As Witness and executed as a deed by the hands of the duly authorised representatives of the Parties hereto the day and year first above
written 

 






 



						
	 Executed as a Deed by
	 	 	 	)	 
	 THE BMJ PUBLISHING GROUP
	 	 	 	)	 
	 LIMITED acting by its duly
	 	 	 	)	 
	 authorised representatives
	 	 	 	)	 
	 
	 	 	 	 	 /s/ Stella Dutton









 
	 
	 	 	 	 	(director)
	 
	 	 	 	 	 /s/ Kim Lenart








 
	 
	 	 	 	 	(director/secretary)
	 Executed as a Deed by
	 	 		
)	 
	 EPOCRATES, INC.
	 	 	 	)	 
	 acting by its duly authorised representatives
	 	 	 	)	 
	 
	 	 	 	 	 /s/ Kirk Loevner








 
	 
	 	 	 	 	(director)
	 
	 	 	 	 	 /s/ Paul F. Banta









 
	 
	 	 	 	 	(secretary)






 

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   AMENDMENT

to

AGREEMENT for the NEWDX PROJECT  


        This Amendment, effective as of December 7, 2007, amends the Agreement for the NewDx Project (the
"Agreement") dated as of February 20, 2007, entered into by and between Epocrates, Inc., a Delaware corporation, with offices located at
1100 Park Place, Suite 300, San Mateo, California 94403 ("Epocrates") and BMJ Publishing Group Limited, a company incorporated under the laws of
England and Wales, with offices located at BMA House, Tavistock Square, London, WC1H 9JR ("the BMJ"). 



 IT IS HEREBY AGREED:  


        In consideration of the mutual representations and covenants set forth below, and other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Epocrates and the BMJ agree to amend the Agreement as follows: 


	1.
	The
definition of MobileNewDx Product is amended in its entirety to read: 



MobileNewDx
Product means an updated version of Epocrates Subscription access only Dx product for use on or access from Mobile Platforms (subject always to geographic restrictions for website access
as set out in Clauses 8 and 11), replacing the 5MCC element with the NewDx Content, and in any other new Epocrates Mobile Platforms, which will have primary Epocrates branding and secondary BMJ
branding, for access via Subscriptions and registration (without a subscription) (i.e. includes both the MobileFreeNewDx Product and MobilePremiumNewDx Product) for which may be bundled with
the Essentials Mobile Product and in accordance with the NewDx Products Specification;  



	2.
	Clauses 5.2
through 5.6 of the Agreement are hereby replaced in their entirety with the following:



	5.2
	Before
the BMJ delivers a monograph to Epocrates for incorporation into the NewDx Products, the BMJ will ensure that the final version has been reviewed and
approved by a senior editor who has verified that the monograph conforms to the NewDx Content Specifications, does not contain any material error and the XML for the monograph accurately loads and
correctly appears in the NewDx Product preview site based on this site not having any technical errors or omissions. Upon completion of such review, the BMJ shall accept the monograph and notify
Epocrates in writing of its acceptance.



	5.3
	On
a periodic basis, to be agreed upon by the parties, the BMJ shall provide Epocrates with a report concerning the status of each monograph to be developed
indicating whether the topic has been commissioned, and if commissioned, the status of the draft (e.g., received from author, returned to author for modification, undergoing peer review, being
edited, under final review by senior editor, etc.) as well as an estimated acceptance date for the monograph. 






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	5.4
	Upon
acceptance of a monograph by the BMJ, Epocrates may, in its discretion, review the monograph and provide comments to the BMJ. Any comments provided by
Epocrates shall be limited to matters that are, in the opinion of Epocrates' clinical staff, important or necessary changes. Each comment provided by Epocrates on a monograph shall clearly reflect
Epocrates' perception of the importance of the comment. The BMJ will consider all comments provided by Epocrates, evaluating urgent comments relating to a Material Error promptly for immediate or
near-term inclusion in the NewDx Content and retaining other and less urgent comments for consideration upon the next regular review of the monograph pursuant to Clause 5 of
Schedule 2 of the Agreement. Within thirty (30) days of receiving comments from Epocrates, BMJ will provide a response to such comments indicating briefly BMJ's intended action in
response to each comment. BMJ shall have ultimate discretion as to whether it makes any changes to the NewDXContent based on comments unrelated to Material Errors, or the monographs not adhering to
the NewDx Content Specification.



	5.5
	Deleted



	5.6
	If
the BMJ does not accept the feedback provided by Epocrates regarding whether any monograph is in compliance with the NewDX Content Specification or
relating to an allegation that there is a Material Error (and solely limited to these issues), either party may refer the matter to the Content Advisory Panel which shall arbitrate and render an
opinion within 15 Business Days on the acceptability of the monograph or any matter referred to it. Neither party may refer a matter to the Content Advisory Panel until the matter has been presented
to the Executive Committee and has remained unresolved by the Executive Committee for at least ten (10) Business Day after such presentation. The arbitration by the Content Advisory Panel shall
be in lieu of any dispute resolution process as set forth in Clause 15. Each party accepts that the decision of the Content Advisory Panel shall be final and binding.






	3.
	Clause 6.7
of the Agreement is to be replaced with the following: 



"Within
30 days following acceptance of the 420th monograph, which includes 20 overview monographs, from the NewDXContent (but no earlier than as set out in the Project
Timetable) or such longer period for any NewDX Product as may be approved by the Executive Committee, Epocrates shall make the NewDX Products for online platforms available for access. Promptly after
completion of the SRS for the MobileNewDX Product pursuant to Schedule 3 or execution of this Agreement, the Executive Committee will establish a date and criteria for Launch of the NewMobileDX
Product, and Epocrates will use its good faith efforts to ensure that such Launch on the first mobile platform shall be no later than ninety (90) days after (i) acceptance of the
620th monograph of those monographs identified by the parties for the initial Launch of the NewMobileDX Product, any changes to such identified monographs shall be by mutual
agreement of the parties, and (ii) Epocrates is satisfied that the identified monographs, as a whole, are of acceptable quality for Launch of the NewMobileDX Product. Changes to the Launch
criteria in this clause may be made by the Executive Committee in writing." 




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	4.
	Clause 8.1
(b) of the Agreement is replaced with the following: 



"In
the US and Canada, Epocrates shall have the exclusive right to market, distribute and sell the products containing NewDx Content for use primarily on Mobile Platforms in the and the exclusive
right to market and sell Subscriptions to the MobileNewDX Product,and distribute the MobileFreeNewDX Product without a Subscription to any customers, and throughout the rest of the world, Epocrates
shall have the non-exclusive right to market, distribute and sell the products containing NewDx Content for use primarily on Mobile Platforms and the non-exclusive right to
market and sell Subscriptions to the MobileNewDX Product, and distribute the MobileFreeNewDX Product without a Subscription to any customers throughout the world. Other than the US and Canada, BMJ
shall have the non-exclusive right to market, distribute and sell products containing NewDx Content for use primarily on Mobile Platforms and the non-exclusive right to market
and sell Subscriptions to any Mobile Platform Product containing NewDx Content with or without a Subscription to any customers other than those located within the US and Canada. 


For
the avoidance of doubt, geographical restrictions shall apply in accordance with Clause 8 and 11 should any Mobile Platform user wish to access the EpocWebDXFree Product, EpocWebDXPremium
Product from outside of the US and Canada"  



	4.
	Clause 8.5
shall have "which will be determined by the Executive Committee no later than 1st July 2007" substituted with "which
was determined by the Executive Committee no later than 1st July 2008".



	5.
	Clause 11.2
of the Agreement is amended as follows:



	"11.2
	Either
Party may terminate this Agreement on six (6) months written notice to the other Party at any time after 31st December 2010, if the
terminating Party can demonstrate Commercial Failure. Both Parties will use all reasonable endeavours to on their part avoid a Commercial Failure. For the purposes of this Clause 11.2  Commercial Failure means:



	(a)
	in
the case of BMJ invoking this clause, where in the 2010 or 2011 calendar years Epocrates has not accrued royalties, including the Web Traffic Fees, the
MobileNewDx Product Royalties and the EpocWebDxPremium Product Royalties, for BMJ in the sum of [*] or more; or



	(b)
	in
the case of Epocrates invoking this clause where (i) BMJ has not accrued BMJWebDxPremium Product Royalties for Epocrates in the sum of
[*] or more in 2010 or [*] or more in 2011, or (ii) the Visitors per month, as defined in Schedule 5, Clause 2.2(i), is less than
than [*] Visitors on average across 2010 or less than [*] Visitors on average across 2011"









	6.
	Appendix 2
to Schedule 2 of the Agreement is replaced with the attached Appendix 2 to Schedule 2.



	7.
	Schedule 4
of the Agreement is replaced with the attached Schedule 4.



	8.
	Clause 3
of Schedule 5 is amended by deleting "Clause 8 of this Schedule 5" in the middle of the paragraph with "Clause 6
of this Schedule 5."



	9.
	Clause 3.1
of Schedule 5 of the Agreement is amended so that all references to [*] therein are amended to state
[*]. 



[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


3







 
	[10.
	Clauses 3.2
and 3.5 of Schedule 5 shall be replaced with that set out in Schedule 5
hereto.]



	11.
	Clause 3.5
of Schedule 5 is amended by deleting "Clause 3.5 of this Schedule 5" with "Clause 3.1.3 of this
Schedule 5."



	12.
	All
capitalized terms used, but not defined, in this Amendment shall have the meanings attributed to such terms in the Agreement.



	13.
	Except
as specifically modified by this Amendment, all terms and conditions of the Agreement shall remain in full force and effect. 




[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


4







 

        IN
WITNESS WHEREOF, the Epocrates and the BMJ have caused this Amendment to be signed by their duly authorized representatives as of the date first set forth above. 

 






 



							
	(c)    EPOCRATES, INC.	 	BMJ PUBLISHING GROUP LTD
	
 By	
 	
/s/ Rose Crane







 	
 	
By	
 	
/s/ Patrick Spencer






 
	Name	 	Rose Crane	 	Name	 	Patrick Spencer
	Title	 	Interim CEO	 	Title	 	Finance Director
	Date	 	3/3/09	 	Date	 	3/2/09




 

 [*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


5








 




































  Appendix 2 to Schedule 2

BMJ Processes (New Monographs)  


(i)    Editorial
Process for new Topics 


[to
be corrected to properly reflect when Epocrates is consulted] 


[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


6







 
 SCHEDULE 4

Project Timetable  


        Referenced in Definition of "Project Timetable" 



        "Project
Timetable" referred to in Clauses 3.5, 4.1, 4.2, 4.3, 5.1, 5.7, 6.1 and 11.8 

 






 



			
	Milestone



 
	 	Timing 
	 First 30 Monographs delivered to Epocrates
	 	June 2007
	 First 100 Monographs delivered to Epocrates (cumulative)
	 	End July 2007
	 Engineering Plan Approval
	 	Mid April 2007
	 First 200 Monographs delivered to Epocrates (cumulative)
	 	End September 2007
	 First 380 Monographs delivered to Epocrates (cumulative)
	 	End December 2007
	 Feature Complete
	 	End August 2007
	 First 405 Monographs delivered to Epocrates (cumulative)
	 	End June 2008
	 Final Release
	 	July 15 2008
	 Thereafter not less than 25 Monographs delivered to Epocrates per month
	 	Until 1000 delivered which shall occur no later than 31 Dec 2009




 

 [*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


7








 



































   AMENDMENT No 2

to

AGREEMENT for the NEWDX PROJECT  


        This Amendment, effective as of 1 October 2009, amends the Agreement for the NewDx Project (the
"Agreement") dated as of February 20, 2007 and thereafter as amended by Amendment No 1 dated December 7 2007 and is entered into by and
between Epocrates, Inc., a Delaware corporation, with offices located at 1100 Park Place, Suite 300, San Mateo, California 94403
("Epocrates") and BMJ Publishing Group Limited, a company incorporated under the laws of England and Wales, with offices located at BMA House, Tavistock
Square, London, WC1H 9JR ("the BMJ"). 


 IT IS HEREBY AGREED:  


        In consideration of the mutual representations and covenants set forth below, and other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Epocrates and the BMJ agree to amend the Agreement as follows: 


	1.
	Clause 6.7
is amended in its entirety to read: 



"Within
30 days following acceptance of the 420th monograph, which includes 20 overview monographs, from the NewDXContent (but no earlier than as set out in the Project
Timetable) or such longer
period for any NewDX Product as may be approved by the Executive Committee, Epocrates shall make the NewDX Products for online platforms available for access. Promptly after completion of the SRS for
the MobileNewDX Product pursuant to Schedule 3 or execution of this Agreement, the Executive Committee will establish a date and criteria for Launch of the NewMobileDX Product, and Epocrates
will use its good faith efforts to ensure that such Launch on the iPhone mobile platform shall be no later than ninety (90) days after (i) acceptance of the
620th monograph of those monographs identified by the Parties for the initial Launch of the NewMobileDX Product, any changes to such identified monographs shall be by mutual
agreement of the Parties. Launch of the New DXContent on all other Mobile Platforms in which the 5MCC content existed as at 30 September 2009 shall be launched by 1 October 2009, unless
Epocrates makes payment of the enhanced royalties set out in Clause 3.1.5 of Schedule 3, from 1 January 2010 and until such Launch of the NewDXContent on all Mobile Platforms
which contained any 5MCC content as at 30 September 2009. Changes to the Launch criteria in this clause may be made by the Executive Committee in writing."  



	2.
	Clause 11.1
of the Agreement is hereby replaced in its entirety with the following:



	24.2
	"11.1    a) This
Agreement shall commence on the Commencement Date and shall continue, unless terminated earlier by mutual agreement of
the Parties, for an initial term ending at midnight on 31st December 2011 ("Initial Term"), subject to the BMJ not exercising its option as contained within Clause 11.1 (b) below
and shall continue thereafter for further renewal periods of one calendar year unless terminated by either Party giving no less than six (6) months written notice to the other Party, such
notice to expire at the end of the Initial Term, or the 31st of March 2012 if the BMJ exercises its option in accordance with Clause 11.1 (b) or at the expiry of
further year renewal periods, subject to any earlier termination in accordance with the provisions of this Clause 11 (the Term). 






[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


8







 


	b)
	The
BMJ shall have an option to extend this Agreement 3 months beyond 31 December 2011 (hence until 31 March 2012), in the event that
either the BMJ or Epocrates gives 6 months notice to terminate this Agreement which would otherwise have resulted in an effective date of termination of 31 December 2011. Therefore
should the BMJ wish to exercise this option it shall either:



	i)
	If
Epocrates gives the minimum 6 months notice required by Clause 11.1 a) to the BMJ Group to terminate this Agreement with effect from
31 December 2011, then the BMJ has until 1 October 2011 to give such notice to Epocrates that it shall be exercising its option to extend the Agreement until 31 March 2012; or



	ii)
	If
BMJ wishes to terminate this Agreement by giving Epocrates the minimum 6 months notice required by Clause 11.1a), it shall be entitled to
do so any time until 1 October 2011 and the effective date of termination shall be 31 March 2012.










	3
	Section 3.1
of Schedule 5 of the Agreement is replaced in its entirety with the following:



	"3.1
	MobileNewDx Royalties



	3.1.1
	Subject
to the additional terms in this section 3, Epocrates shall pay to the BMJ a royalty amount equal to [*] of the
Actual License Fees received by or on behalf of Epocrates for the MobileNewDx Product during the Term.



	3.1.2
	If
Epocrates includes the MobileNewDx Product as part of a discounted or promotional bundle with another Epocrates product or module, then the Actual
License Fee received by Epocrates will be allocated between the components of the bundle using the methodology demonstrated by the following example ("the Methodology"): 







[*]




	3.1.3
	In
any event, subject to Clause 3.1.5 Epocrates shall pay to the BMJ [*] of the Actual License Fees as set out above or
[*] per Subscription (calculated as an average on a quarterly basis) whichever is the greater amount.



	3.1.4
	Epocrates
will be allowed to provide existing Epocrates Dx (5MCC) subscribers at the Commencement Date the MobileNewDx Product without charging an
additional fee. [*].



	3.1.5
	With
effect from 1 January 2010 until Launch of the NewDXContent on the Mobile Platforms which contained any 5MCC content as at 30 September
2009, Epocrates shall make payment of an enhanced royalty to the BMJ at the rate of [*] of the Actual License Fees as set out above ."



	4.
	[*]



	5.
	All
capitalized terms used, but not defined, in this Amendment shall have the meanings attributed to such terms in the Agreement.



	6.
	Except
as specifically modified by this or any previous Amendment, all terms and conditions of the Agreement shall remain in full force and effect. 




[*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


9







 

        IN
WITNESS WHEREOF, the Epocrates and the BMJ have caused this Amendment to be signed by their duly authorized representatives effective as of the date first set forth above. 

 






 



							
	 EPOCRATES, INC.	 	 BMJ PUBLISHING GROUP LTD
	
 By	
 	
/s/ Rick Van Hoesen








 	
 	
By	
 	
/s/ Patrick Spencer






 
	Name	 	Rick Van Hoesen	 	Name	 	Patrick Spencer
	Title	 	CFO	 	Title	 	CEO
	Date	 	3/19/10	 	Date	 	18/3/10




 

 [*]
= CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. 


10