EX-10.24





 Exhibit 10.24 

CROSS LICENSE AGREEMENT 

This CROSS LICENSE AGREEMENT (this “Agreement”), dated as of March 1, 2017 (the “Closing Date”), is
entered into by and among Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the “NewCo”), eRx Network, LLC, Delaware corporation (“Echo Connect”), and McKesson Corporation, a
Delaware Corporation (“MCK”). NewCo, Echo Connect, MCK each may be referred to herein individually as a “Party” and collectively as the “Parties.” 

RECITALS 
 WHEREAS, MCK,
Echo and NewCo, among others, have entered into that certain Agreement of Contribution and Sale, dated June 28, 2016 (the “Contribution Agreement”) with respect to the contribution and/or sale to NewCo of the Echo Business and
the Core MTS Business by Echo and MCK, respectively; 
 WHEREAS, the Contribution Agreement contemplates that (i) MCK and NewCo shall
grant each other a license to use certain Intellectual Property Rights and (ii) Echo Connect and NewCo shall grant each other a license to use certain Intellectual Property Rights, in each case that were used in connection with their respective
business as of the Closing Date; and WHEREAS, the Parties desire to enter into this Agreement in accordance with and subject to the terms and conditions set forth herein. 

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows: 
 ARTICLE I 

DEFINITIONS 
 1.1
Definitions. (a) capitalized terms used but not defined in this agreement have the respective meanings assigned to such terms in the Contribution Agreement. For purposes of this Agreement, the following initially capitalized terms
shall have the following meanings: 
 “Company Business” means the Echo Business, Echo Connect Retained Business (but
solely upon and effective as of the Echo Connect Closing) and Core MTS Business, as conducted, as of the Closing Date, and as it could reasonably be expected to be conducted in the future based upon the books or records of NewCo existing as of the
Closing Date that evidence a specific, good faith intention of future conduct. 
 “Covenant Not To Sue” means the covenant
not to sue granted by MCK and Echo Connect, respectively, to each other pursuant to Section 2.5. 
 “Echo Connect
Closing” means the closing of NewCo’s acquisition of Echo Connect referenced in Section 2.01(a)(x) of the Contribution Agreement. 

“Echo Contributed IP” means Echo Owned Intellectual Property and Echo Licensed Intellectual Property, in each case to the
extent Licensable but excluding Trademarks. 












 “Echo Connect Retained Business” means the business of Echo Connect as
conducted, as of the Closing Date, and as it could reasonably be expected to be conducted in the future based upon the books or records of Echo Connect existing as of the Closing Date that evidence a specific, good faith intention of future conduct.

 “Echo Connect Retained IP” means all Intellectual Property Rights owned by, or licensed to Echo Connect and its
Subsidiaries immediately after the Closing Date, in each case to the extent Licensable but excluding Trademarks. 
 “Excluded
Field” means any products or services to the extent delivered by or through a pharmacy claim processing network. 

“Licensable” means, with respect to any Intellectual Property Rights, that a Person has the power and authority to grant a non-exclusive license (or sublicense, as the case may be), on the terms and conditions set forth herein, to such Intellectual Property Rights without any of the following: (i) the consent of any third party
(unless such consent can be obtained without providing any additional consideration to such third party), (ii) impairing such Person’s existing Intellectual Property Rights (it being understood that the grant of a
non-exclusive license, in and of itself, shall not be construed as an impairment of any of such Person’s rights), (iii) imposing any additional obligations on such Person under any preexisting agreement
relating to such Intellectual Property Rights, and/or (iv) the payment of royalties or other consideration on or after the Closing Date by such Person to any third party under any preexisting agreement relating to such Intellectual Property
Rights. For the avoidance of doubt, in no event shall any Intellectual Property Right be “Licensable” if any of the foregoing conditions in clauses (i)-(iv) apply. 

“License” means any license granted pursuant to Section 2.1 through Section 2.4 and/or Section 2.6, as
applicable 
 “Licensed Party” means a Party and its Subsidiaries, each in its capacity as licensee under any License. 

“Licensing Party” means a Party and its Subsidiaries, each in its capacity as a licensor under any License. 

“MCK Contributed IP” means MCK Owned Intellectual Property and MCK Licensed Intellectual Property, in each case to the extent
Licensable, but excluding Trademarks. 
 “MCK Excluded Patents” means the patents and patent applications set forth on
Exhibit A. 
 “MCK Retained IP” means all Intellectual Property Rights (other than the MCK Contributed IP being
assigned to NewCo) owned by, or licensed to MCK and its Subsidiaries immediately after the Closing Date that was used in, held for use or being developed for the Core MTS Business immediately prior to the Closing Date, in each case to the extent
Licensable, but excluding Trademarks. 
 “MCK Retained Business” means the business of MCK and its Subsidiaries (other than
the Core MTS Business), as conducted, as of the Closing Date, and as it could reasonably be expected to be conducted in the future based upon the books or records of MCK existing as of the Closing Date that evidence a specific, good faith intention
of future conduct. 

  
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 “Use” means, with respect to Intellectual Property Rights, the right to
use, reproduce, perform, display, distribute, create derivative works of, make, have made, sell, offer for sale, import, export and otherwise exploit such Intellectual Property Rights. 

(b) Each of the following terms is defined in the Section set forth opposite such term: 

 

			
	 Term
	  	Section
	 Acquiring Party
	  	2.6
	 Agreement
	  	Preamble
	 Closing Date
	  	Preamble
	 Contribution Agreement
	  	Preamble
	 Divested Business
	  	2.6
	 Divesting Party
	  	2.6
	 Divestiture
	  	2.6
	 Echo Connect
	  	Preamble
	 Licensor Indemnitees
	  	4.1
	 MCK
	  	Preamble
	 NewCo
	  	Preamble
	 Party, Parties
	  	Preamble

 ARTICLE II 

GRANT OF RIGHTS 
 2.1
From NewCo to Echo Connect. Subject to the terms and conditions of this Agreement, NewCo, on behalf of itself and its Subsidiaries, hereby grants to Echo Connect and its Subsidiaries a perpetual, irrevocable, worldwide, non-exclusive, non-transferable (except as otherwise provided in Sections 2.6 and 5.2), royalty-free and fully paid up license under the Echo Contributed IP for Use in
connection with Echo Connect Retained Business. 
 2.2 From Echo Connect to NewCo. Subject to the terms and conditions
of this Agreement, Echo Connect, on behalf of itself and its Subsidiaries, hereby grants to NewCo and its Subsidiaries a perpetual, irrevocable, worldwide, non-exclusive,
non-transferable (except as otherwise provided in Sections 2.6 and 5.2), royalty-free and fully paid up license under the Echo Connect Retained IP for Use. 

2.3 From NewCo to MCK. Subject to the terms and conditions of this Agreement, NewCo, on behalf of itself and its
Subsidiaries, hereby grants to MCK and its Subsidiaries a perpetual, irrevocable, worldwide, non-exclusive, non-transferable (except as otherwise provided in Sections
2.6 and 5.2), royalty-free and fully paid up license under (a) the MCK Contributed IP and (b) any patent and patent application included in the Echo Connect Retained IP (but solely upon and effective as of the Echo Connect Closing), in
each case for Use in connection with the MCK Retained Business. 

  
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 2.4 From MCK to NewCo. Subject to the terms and conditions of this
Agreement, MCK hereby grants to NewCo and its Subsidiaries a perpetual, irrevocable, worldwide, nonexclusive, non-transferable (except as otherwise provided in Sections 2.6 and 5.2), royalty-free and fully
paid up license under the MCK Retained IP for Use in connection with the Company Business; provided, however, with respect to MCK Excluded Patents, in no event shall the foregoing license extend to the Excluded Field. 

2.5 Covenant Not To Sue. MCK, on behalf of itself and its Subsidiaries, hereby grants to Echo Connect a non-transferable (except as provided in this paragraph and Section 5.2), royalty-free and fully paid up covenant not to sue under any patent and patent application to the extent included in the MCK Retained IP
but excluding the MCK Excluded Patents (the “Covenant Not to Sue”). The Covenant Not To Sue will terminate upon the earlier of the Echo Connect Closing or the expiration of NewCo’s option to acquire Echo Connect as contemplated by
Section 2.01(a)(x) of the Contribution Agreement. The Covenant Not To Sue shall be transferable by Echo Connect, but only in connection with the initial transfer of the Echo Connect business to a third party acquirer of such business (and not,
for the avoidance of doubt, any subsequent transfer); provided, however, that, notwithstanding the foregoing, the Covenant Not To Sue shall only apply for the period prior to such initial transfer to such third party and in no event
shall the Covenant Not To Sue extend to the conduct of the Echo Connect business after such initial transfer (it being understood that MCK shall be permitted to seek all available remedies against any third party for any activity which occurs after
such initial transfer). 
 2.6 Sublicense Rights. With respect to any License granted pursuant to Section 2.1
through Section 2.4 (but not, for the avoidance of doubt, any Covenant Not To Sue) (a) the applicable Licensed Party shall have the right to grant the following sublicenses under such License: (i) to its customers solely for such
customers to utilize such Licensed Party’s products or services in a manner consistent with the intended use of such products or services and (ii) to its suppliers and service providers to the extent such suppliers and service providers
provide products and services to, or on behalf of, such Licensed Party, provided, however, in each case, the Licensed Party shall be responsible for any breach by any of the sublicensees of the terms and conditions of this Agreement;
(b) other than in connection with Divestitures, the applicable Party may extend its rights under such License to one or more of its Affiliates only for so long as any such Affiliate remains an Affiliate of such Party; and (c) in the event
that any third party (an “Acquiring Party”) acquires from a Party (a “Divesting Party”), whether by a stock sale, an asset sale, or a merger or consolidation (each, a “Divestiture”), a business (e.g., an Affiliate of a
party containing a business line) which is (i) in the case of MCK, included in the MCK Retained Business, (ii) in the case of Echo Connect, included in the Echo Connect Retained Business, or (iii) in the case of NewCo, included in the
Company Business (each, a “Divested Business”), then such Divesting Party shall have the right to grant a sublicense to such Acquiring Party under such License, but solely with respect to the products and services of such Divested
Business, including products under development, as provided by the Divesting Party as of the date of such Divestiture; provided, however, prior to the grant of any such sublicense, such Acquiring Party shall agree in writing to be
bound by the terms and conditions of this Agreement (it being understood that in no event shall any sublicense granted pursuant to this Section 2.6 be broader in scope than such License). 

2.7 No Other Licenses. The Parties acknowledge and agree that, except for the Licenses, no other licenses are granted to
any Party under this Agreement. 

  
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 ARTICLE III 

REPRESENTATIONS AND WARRANTIES; 

DISCLAIMERS; LIMITATION OF LIABILITY 

3.1 Representations and Warranties of the Parties. Each Party represents, warrants and covenants to the other Parties
that: (a) the execution, delivery and performance of this Agreement by such Party are within its corporate powers and have been duly authorized by all necessary corporate action on the part of such Party; (b) this Agreement constitutes a
valid and binding agreement of such Party enforceable against it in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally
and general principles of equity); and (c) does not contravene any other agreement to which such Party is a party to or conflict with any other obligations by which such Party is bound. 

3.2 Representations and Warranties of MCK. MCK represents and warrants: (i) to NewCo that MCK has the authority to
grant, on behalf of itself and its Affiliates, the License pursuant to Section 2.4 and Section 2.6, as applicable, and (ii) to Newco and Echo Connect that MCK has the authority to grant, on behalf of itself and its Affiliates, the
Covenant Not To Sue pursuant Section 2.5. 
 3.3 Disclaimers; Limitation of Liability. EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES IN SECTIONS 3.1 AND 3.2, AND EXCEPT AS EXPRESSLY SET FORTH IN THE CONTRIBUTION AGREEMENT, THE LICENSES AND ANY COVENANT NOT TO SUE GRANTED HEREIN ARE MADE ON AN “AS IS” and “WITH ALL FAULTS” BASIS,
AND THE PARTIES EACH HEREBY DISCLAIM ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF
NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO PARTY WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
 3.4 Acknowledgement. For the avoidance of doubt,
notwithstanding anything in this Agreement to the contrary, the Parties acknowledge and agree that nothing in this Agreement is intended to limit, restrict or otherwise prejudice any of the representations, warranties or other remedies available to
the Parties or their Affiliates under the Contribution Agreement or any of the other Transaction Documents. 
 ARTICLE IV 

INDEMNIFICATION 

4.1 Indemnification. Each Licensed Party hereby agrees to indemnify, defend and hold harmless the Licensing Party,
together with their respective successors and permitted assigns, and their respective directors, officers, managers, partners, limited partners, equity holders, employees and agents (collectively, the “Licensor Indemnitees”) from and
against all losses, claims, damages, liabilities, and expenses (including any and all reasonable expenses and attorneys’ fees) arising out of or resulting from any third party claim brought, asserted or threatened against any Licensor
Indemnitee but solely to the extent attributable to the use of any Intellectual Property Rights in violation of the terms and conditions of this Agreement. 

  
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 ARTICLE V 

MISCELLANEOUS 
 5.1
No Challenge. In no event shall any Party or any of its Affiliates (or any of their respective sublicensees) challenge, or assist any third party in challenging (including in connection with any interference or opposition proceeding),
the validity or enforceability of any Intellectual Property Rights licensed pursuant to any License or otherwise the subject of a Covenant Not To Sue to any of them by any other Party hereunder, except in response to any claim, action or other
proceeding first initiated or otherwise asserted by such other Party in violation of this Section 5.1. 
 5.2 Entire
Agreement; Assignment; Successors. This Agreement, the Contribution Agreement and the other Transaction Documents constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other
prior and contemporaneous agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and thereof. This Agreement may not be assigned by operation of law or otherwise; provided,
however, that any of the Parties may assign any or all of its rights and obligations under this Agreement to any of its direct or indirect wholly-owned Subsidiaries. Any such assignment pursuant to this Agreement will not relieve the
assigning Party of its obligations under this Agreement. Any purported assignment of this Agreement in contravention of this Section 5.2 will be null and void and of no force or effect. Subject to the preceding sentences of this
Section 5.2, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns. 

5.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by
any rule of law, or public policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect, so long as the economic or legal substance of the transaction contemplated by this Agreement is not affected
in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will negotiate in good faith to modify this Agreement so as to effect the
original intent of the Parties as closely as possible, in a mutually acceptable manner, in order that the Agreement will be performed as originally contemplated to the fullest extent possible. 

5.4 Notices. All notices and other communications hereunder will be in writing and will be deemed duly given (i) on
the date of delivery if delivered personally, (ii) upon electronic confirmation of receipt by facsimile if by facsimile, (iii) on the date delivered if sent by email (provided confirmation of email receipt is obtained), (iv) on the
first (1st) Business Day following the date of dispatch if delivered utilizing a next-day service by a nationally recognized next-day courier or (v) on the earlier of confirmed receipt or the fifth (5th) Business Day following the date of mailing if delivered by registered
or certified mail, return receipt requested, postage prepaid. In addition to the requirements of the immediately foregoing sentence, a copy (which copy will not constitute notice) of all notices and other communications hereunder will be sent by
email, with the subject line “Project Peach Notice.” All notices hereunder will be delivered to the addresses set forth below: 
  

  
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		 	5.4.1	  	if to NewCo:
			
		 		  	 Change Healthcare LLC
 5995 Windward Parkway

Alpharetta, GA 30005
 Attention: Loretta Cecil, General
Counsel
 Facsimile: (404) 338-5145

			
		 		  	with a copy to (which copy will not constitute notice):
			
		 		  	 Ropes & Gray LLP
 Prudential Tower, 800
Boylston Street
 Boston, MA 02199-3600
 Attention: R. Newcomb
Stillwell
 Fax:          (617) 235-0213

Email:      [Email Address]

			
		 		  	and
			
		 		  	 Ropes & Gray LLP
 Three Embarcadero
Center
 San Francisco, CA 94111-4006
 Attention: Jason S.
Freedman
 Fax:          (415) 315-4876

Email:       [Email Address]

			
		 	5.4.2	  	if to Echo Connect: eRx Network, LLC
			
		 		  	 100 Lexington Street, Suite 400
 Fort Worth, TX
76102
 Attention: Mark Doerr, Chief Executive Officer

Facsimile: 615-340-6049

			
		 		  	with a copy to (which copy will not constitute notice):
			
		 		  	 eRx Network, LLC
 3055 Lebanon Road, Suite
1000
 Nashville, TN 37214
 Attention: Colin Ford, Vice
President & General Counsel
 Facsimile:
615-340-6049



  
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		 	5.4.3	  	if to MCK:
			
		 		  	 McKesson Corporation
 One Post Street, 33rd
Floor

		 		  	 San Francisco, CA 94104
 Attention: General
Counsel
 Fax:          (415) 983-9369

			
		 		  	with a copy to (which copy will not constitute notice):
			
		 		  	 Davis Polk & Wardwell LLP
 1600 El
Camino Real
 Menlo Park, CA 94025
 Attention: Alan F.
Denenberg
 Fax:          (650) 752-3604

Email:       [Email Address]


 or to such other address as the Person to whom notice is given may have previously furnished to the others in writing in the
manner set forth above. 
 5.5 Attorneys’ Fees. In the event an action is brought to enforce or interpret any
provision of this Agreement, the prevailing party will be entitled to recover reasonable attorneys’ fees and costs in an amount to be fixed by the court. 

5.6 Governing Law. This Agreement and all disputes related thereto will in all respects be interpreted, construed and
governed by and in accordance with the laws of the State of Delaware. 
 5.7 Submission to Jurisdiction. The Parties
hereby irrevocably submit to the jurisdiction of the courts of the State of Delaware and the federal courts of the U.S. located in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement or
any disputes related thereto, and hereby waive, and agree not to assert, as a defense in any Action for the interpretation or enforcement of this Agreement, that it is not subject thereto or that such Action may not be brought or is not maintainable
in said courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. The Parties hereby consent to and grant any such court jurisdiction over the Person of such Parties and over the subject
matter of such dispute and agree that mailing of process or other papers in connection with any such Action in the manner provided in Section 5.4 as permitted by Applicable Law, will be valid and sufficient service thereof. The Parties agree
that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. 

5.8 Interpretation; Article and Section References. The words “hereof’, “herein” and
“hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The descriptive headings herein are inserted for convenience of reference only and
are not intended to be part of or to affect the meaning or interpretation of this Agreement. All references in this Agreement to Articles, Sections, subsections and clauses are references to Articles, Sections, subsections and clauses, respectively,
in and to this Agreement, unless otherwise specified. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit but not
otherwise defined therein 

  
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shall have the meaning as defined in this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. The words “include”
or “including” mean “include, without limitation,” or “including, without limitation,” as the case may be, and the language following “include” or “including” will not be deemed to set forth an
exhaustive list. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. The word “or” will not be limiting or exclusive.
References to days are to calendar days; provided, that any action otherwise required to be taken on a day that is not a Business Day will instead be taken on the next Business Day. References from or through any date mean, unless otherwise
specified, from and including or through and including, respectively. As used in this Agreement, the singular or plural number will be deemed to include the other whenever the context so requires. 

5.9 Counterparts; Electronic Signature. This Agreement may be executed in multiple counterparts, each of which will be
deemed to be an original but all of which will constitute one and the same agreement. This Agreement may be executed by facsimile or electronic signature in portable document format (.pdf) and a facsimile or electronic signature in portable document
format (.pdf) will constitute an original for all purposes. 
 5.10 Amendment and Modification. This Agreement may not
be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed by an authorized representative of each of the Parties. 

5.11 Waivers. No failure or delay of a Party in exercising any right or remedy hereunder will operate as a waiver
thereof, nor will any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of
any other right or power. The rights and remedies of the Parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of any Party to any such waiver will be
valid only if set forth in a written instrument executed and delivered by such Party. 
 5.12 No Presumption Against Drafting
Party. The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Applicable Law or rule of construction providing that ambiguities in an
agreement or other document will be construed against the Party drafting such agreement or document. 
 5.13 Specific
Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any court set forth in Section 5.7, in addition to any other remedy to which they are entitled at law or in equity. 

  
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 5.14 Bankruptcy. All Licenses will be deemed licenses of rights to
intellectual property for purposes of Section 365(n) of the U.S. Bankruptcy Code and a Licensed Party will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. 

[Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their
respective authorized officers as of the Effective Date. 
  

			
	CHANGE HEALTHCARE LLC
		
	By:	 	/s/ Gregory T. Stevens
		 	 Name: Gregory T. Stevens
 Title:   Co-President and Co-Secretary

		
	By:	 	/s/ John G. Saia
		 	Name: John G. Saia
		 	Title:   Co-President and Co-Secretary
	
	ERX NETWORK, LLC
		
	By:	 	/s/ Colin Ford
		 	Name: Colin Ford
		 	Title:   Vice President and General Counsel


 
					
	
	MCKESSON CORPORATION
		
	By:	 	/s/ Bansi Nagji
		 	Name:	 	Bansi Nagji
		 	Title:	 	Executive Vice President, Corporate Strategy and Business Development


 [Signature Page — IP Cross License Agreement]