UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MEDICALOGIC/MEDSCAPE, INC.
(Name of Issuer)
Common Stock, Par Value $.01 per share
(Title of Class of Securities)
584642102
(CUSIP Number)
Sumner M. Redstone
National Amusements, Inc.
200 Elm Street
Dedham, Massachusetts 02026
Telephone: (781) 461-1600
with a copy to:
Michael D. Fricklas, Esq.
Viacom Inc.
1515 Broadway
New York, New York 10036
Telephone: (212) 258-6000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
May 19, 2000
(Date of Event which Requires Filing of this Statement)
_________________________________________________________
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this
statement / /.
Page 1 of 6
CUSIP No. 584642102
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
S.S. No.
- ------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a)
- ------------------------------------------------------------
/ / (b)
- ------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------
(4) Sources of Funds (See Instructions) N/A
- ------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).
- ------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
- ------------------------------------------------------------
Number of (7) Sole Voting Power
Shares
Beneficially (8) Shared Voting Power 4,695,892
Owned by
Each (9) Sole Dispositive Power
Reporting
Person (10) Shared Dispositive Power 4,695,892
With
- ------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting
4,695,892
- ------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
- ------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
11.76%
- ------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
IN
- ------------------------------------------------------------
Page 2 of 6
CUSIP No. 584642102
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
VIACOM
I.R.S No. 04-29495933
- ------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a)
- ------------------------------------------------------------
/ / (b)
- ------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------
(4) Sources of Funds (See Instructions) N/A
- ------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).
- ------------------------------------------------------------
(6) Citizenship or Place of Organization Delaware
- ------------------------------------------------------------
Number of (7) Sole Voting Power
Shares
Beneficially (8) Shared Voting Power 4,695,892
Owned by
Each (9) Sole Dispositive Power
Reporting
Person (10) Shared Dispositive Power 4,695,892
With
- ------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting
4,695,892
- ------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
- ------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
11.76%
- ------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
CO
- ------------------------------------------------------------
Page 3 of 6
Item 1. Security and Issuer.
--------------------
The class of equity securities to which this Statement
on Schedule 13D relates is the Common Stock, no par value per
share (the "Common Shares"), of MedicaLogic/Medscape, Inc. (the
"Issuer"), an Oregon corporation, with its principal executive
office located at 20500 NW Evergreen Parkway, Hillsboro, Oregon
97124.
Item 2. Identity and Background.
-----------------------
This Statement is filed by Mr. Sumner M. Redstone,
National Amusements, Inc. ("NAI"), NAIRI, Inc. ("NAIRI"), and
Viacom Inc. ("Viacom") (collectively, the "Reporting Persons").
Viacom, a Delaware corporation, has its principal
executive offices at 1515 Broadway, New York, New York 10036 and
is a diversified entertainment and communications company. At
May 12, 2000, approximately 68% of Viacom's voting Class A Common
Stock, par value $.01 per share, and approximately 13% (on a
combined basis) of Viacom's Class A Common Stock and non-voting
Class B Common Stock, par value $.01 per share, was owned by
NAIRI.
NAIRI, a Rhode Island corporation, has its principal
office at 200 Elm Street, Dedham, Massachusetts 02026 and is a
company owning and operating movie theaters in the United States
whose main asset is its shares of Viacom Class A Common Stock and
Class B Common Stock.
NAI, a Maryland corporation, has its principal office
at 200 Elm Street, Dedham, Massachusetts 02026. NAI's principal
businesses are owning and operating movie theaters in the United
States, United Kingdom and South America and holding the common
stock of NAIRI. 66-2/3% of the issued and outstanding shares of
capital stock of NAI are beneficially owned by Mr. Sumner M.
Redstone, as trustee of a trust owning such shares.
Sumner M. Redstone is an individual whose business
address is c/o National Amusements, Inc., 200 Elm Street, Dedham,
Massachusetts 02026. Mr. Redstone's principal occupation is
Chairman of the Board and Chief Executive Officer of NAI,
Chairman and President of NAIRI, and Chairman of the Board and
Chief Executive Officer of Viacom Inc.
The executive officers and directors of CBSBI, Viacom,
NAIRI and NAI are set forth on Schedules I through III attached
hereto, containing the following information with respect to each
such person:
(a) Name;
(b) Residence or business address; and
(c) Present principal occupation or employment and the
name, principal business and address of any
corporation or other organization in which such
employment is conducted.
During the last five years, neither of the Reporting
Persons nor any person named in any of Schedules I through III
attached hereto has been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Except for Jan Leschly, who is a Danish citizen, all of
the directors of Viacom, NAIRI and NAI, including Mr. Sumner M.
Redstone, are citizens of the United States.
Page 4 of 6
Item 3. Source and Amount of Funds or Other Consideration.
------------------------------------------------
The Issuer's Common Shares were acquired by the
Reporting Persons pursuant to the merger of Medscape, Inc.
("Medscape") with and into the Issuer on May 19, 2000.
Item 4. Purpose of Transaction.
------------------------
The Issuer's Common Shares were acquired by the
Reporting Persons pursuant to the merger of Medscape with and
into the Issuer on May 19, 2000. The Reporting Persons may, at
any time and from time to time, purchase additional Common Shares
of the Issuer and may dispose of any and all Common Shares of the
Issuer held by them. Notwithstanding the foregoing, the
Reporting Persons have no current plan or proposal which relates
to, or would result in, any of the actions enumerated in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) and (b) Viacom is currently the beneficial owner,
with shared dispositive and voting power, of 4,695,892
Common Shares, or approximately 11.76%, of the Issuer's
issued and outstanding Common Shares (based on the
number of Common Shares that were reported by the
Issuer to be issued and outstanding as of May 12,
2000).
NAIRI is currently the beneficial owner, with shared
dispositive and voting power, of 4,695,892 Common
Shares, or approximately 11.76%, of the Issuer's issued
and outstanding Common Shares (based on the number of
Common Shares that were reported by the Issuer to be
issued and outstanding as of May 12, 2000).
NAI is currently the beneficial owner, with shared
dispositive and voting power, of 4,695,892 Common
Shares, or approximately 11.76%, of the Issuer's issued
and outstanding Common Shares (based on the number of
Common Shares that were reported by the Issuer to be
issued and outstanding as of May 12, 2000).
As a result of his stock ownership in NAI, Mr. Sumner
M. Redstone is deemed the beneficial owner of 4,695,892
Common Shares of the Issuer or approximately 11.76% of
the Issuer's issued and outstanding Common Shares of
the Issuer (based on the number of Common Shares that
were reported by the Issuer to be issued and
outstanding as of May 12, 2000).
Fredric Reynolds, Executive Vice President and Chief
Financial Officer of Viacom and a Director of the
Issuer, owns no Common Shares.
(c) The Issuer's Common Shares were acquired by the
Reporting Persons pursuant to the merger of Medscape
with and into the Issuer on May 19, 2000.
(d) None.
(e) N/A
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
------------------------------------------------------
CBS Corporation, which merged with and into Viacom on
May 4, 2000, was party to a Registration Rights Agreement dated
as of August 3, 1999 with Medscape, which such agreement was
amended and restated as of May 19, 2000 among the Issuer, Viacom
(as successor to CBS) and other shareholders of the Issuer. A
copy of the 2000 Amended and Restated Investors Rights Agreement
is attached as Exhibit 99.1 hereto. 193,800 of the Common Shares
beneficially owned by the Reporting Person are not subject to
this Agreement.
Item 7. Materials Filed as Exhibits
----------------------------
Exhibit 99.1 2000 Amended and Restated Investors
Rights Agreement dated as of May 19, 2000
Page 5 of 6
Signatures
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is
true, complete and correct. Pursuant to Rule 13d-1(f)(1), each of the
undersigned agrees that this statement is filed on behalf of each of
us.
May 30, 2000 /s/ Sumner M. Redstone
----------------------
Sumner M. Redstone,
Individually
National Amusements, Inc.
By: /s/ Sumner M. Redstone
----------------------
Sumner M. Redstone,
Chairman and Chief Executive
Officer
NAIRI, Inc.
By: /s/ Sumner M. Redstone
------------------------
Sumner M. Redstone,
Chairman and President
Viacom Inc.
By: /s/Michael D. Fricklas
---------------------------
Michael D. Fricklas
Senior Vice President,
General Counsel and Secretary
Page 6 of 6
SCHEDULE I
VIACOM INC.
EXECUTIVE OFFICERS
Name and Address
of Corporation or
Business or Principal Other Organization
Name Residence Address Occupation or in Which Employed
Employment
- ---------------------------------------------------------------------
Sumner M. Viacom Inc. Chairman of the National Amusements,
Redstone* 1515 Broadway Board and Chief Inc.
New York, NY Executive Officer 200 Elm Street
10036 of Viacom Inc.; Dedham, MA 02026
Chairman of the
Board and Chief
Executive Officer
of National
Amusements, Inc.
Mel Viacom Inc. President and Chairman, President
Karmazin* 1515 Broadway Chief Operating and Chief Executive
New York, NY Officer Viacom Officer of Infinity
10036 Inc. Broadcasting
Corporation
Carl D. Viacom Inc. Sr. VP, Corporate
Folta 1515 Broadway Relations, of
New York, NY Viacom Inc.
10036
Martin D. Viacom Inc. Sr. VP of Viacom
Franks 1515 Broadway Inc. and Executive
New York, NY Vice President of
10036 CBS Television
Robert G. Viacom Inc. Vice President,
Freedline 1515 Broadway Treasurer of
New York, NY Viacom Inc.
10036
Michael Viacom Inc. Sr. VP, General
D. 1515 Broadway Counsel and
Fricklas New York, NY Secretary of
10036 Viacom Inc.
Susan C. Viacom Inc. Vice President,
Gordon 1515 Broadway Controller, Chief
New York, NY Accounting Officer
10036 of Viacom Inc.
Carol A. Viacom Inc. Sr. VP, Government
Melton 1501 "M" Street, Affairs of Viacom
NW Inc.
Suite 1100
Washington, DC
20005
William Viacom Inc. Sr. VP, Human
A. Roskin 1515 Broadway Resources and
New York, NY Administration of
10036 Viacom Inc.
Fredric Viacom Inc. Sr. VP, Chief
Reynolds 1515 Broadway Financial Officer
New York, NY of Viacom Inc.
10036
Martin Viacom Inc. Sr. VP, Investor
Shea 1515 Broadway Relations of
New York, NY Viacom Inc.
10036
*Also a Director
SCHEDULE I
(continued)
DIRECTORS
Name and Address
of Corporation or
Business or Principal Other Organization
Name Residence Address Occupation or in Which Employed
Employment
- ---------------------------------------------------------------------
George S. Winer & Abrams Attorney Winer & Abrams
Abrams 60 State Street 60 State Street
Boston, MA 02109 Boston, MA 02109
George H. AKAMI Chairman and Chief
Conrades Technologies Executive Officer
201 Broadway of
Cambridge, MA AKAMI Technologies
02139
Philippe 121 East 65th Director of Viacom
P. Dauman Street Inc.
New York, NY and National
10021 Amusements, Inc.
Thomas E. 243 Cleft Road Director of Viacom
Dooley Mill Neck, NY Inc.
11937
William H. UNCF President and
Gray III 8260 Willow Oaks Chief Executive
Corporate Drive Officer of The
Fairfax, VA College Fund/UNCF
22031
Jan SmithKline Chief Executive
Leschly Beecham (Retired) of
P.O. Box 7929 SmithKline Beecham
Philadelphia, PA
19101
David T. Orion Safety Chairman and Chief
McLaughlin Products Executive Officer
P.O. Box 2047 of
Easton, MD 21601 Orion Safety
Products
Ken Miller Credit Suisse Vice Chairman of Credit Suisse
First Boston C.S. First Boston First Boston
Corporation Corporation
11 Madison 11 Madison Avenue
Avenue - 22nd 22nd Floor
Floor New York, NY
New York, NY 10010
10010
Leslie Viacom Inc. President and CBS Television
Moonves 1515 Broadway Chief Executive 7800 Beverly Blvd.
New York, NY Officer of CBS Los Angeles, CA
10036 Television 90036
Brent D. c/o Showtime Director of National
Redstone Networks Inc. National Amusements, Inc.
1633 Broadway Amusements, Inc. 200 Elm Street
New York, NY Dedham, MA 02026
10019
Shari National President of National
Redstone Amusements, Inc. National Amusements, Inc.
200 Elm Street Amusements, Inc. 200 Elm Street
Dedham, MA 02026 Dedham, MA 02026
Fredric V. Bell Atlantic Vice Chairman-- Bell Atlantic
Salerno Corporation Finance and Corporation
1095 Avenue of Business 1095 Avenue of the
the Americas Development of Americas
New York, NY Bell Atlantic New York, NY
10036 10036
William Yeshiva VP for Academic Yeshiva University
Schwartz University Affairs (chief 2495 Amsterdam
2495 Amsterdam academic officer) Avenue
Avenue of Yeshiva New York, NY
New York, NY University 10033
10033
Ivan Bell Atlantic Chairman of the Bell Atlantic
Seidenberg Corporation Board and Chief Corporation
1095 Avenue of Executive Officer 1095 Avenue of the
the Americas of Bell Atlantic Americas
New York, NY New York, NY
10036 10036
Patty Bill and Melinda Co-Chair and
Stonesifer Gates President of
Foundation Bill and Melinda
1551 Eastlake Gates Foundation
Ave. East
Seattle, WA
98102
Robert D. Cardinal Health, Chairman and Chief
Walter Inc. Executive Officer
7000 Cardinal of Cardinal
Place Health, Inc.
Dublin, OH 43017
SCHEDULE II
NAIRI, INC.
EXECUTIVE OFFICERS
Name and Address
of Corporation or
Business or Principal Other Organization
Name Residence Address Occupation or in Which Employed
Employment
- ---------------------------------------------------------------------
Sumner M. Viacom Inc. Chairman of the National
Redstone* 1515 Broadway Board of Viacom Amusements, Inc.
New York, NY Inc.; Chairman of 200 Elm Street
10036 the Board and Chief Dedham, MA 02026
Executive Officer
of National
Amusements, Inc.;
Chairman and
President of NAIRI,
Inc.
Shari National President of National
Redstone* Amusements, Inc. National Amusements, Inc.
200 Elm Street Amusements, Inc. 200 Elm Street
Dedham, MA 02026 and Executive Vice Dedham, MA 02026
President of NAIRI,
Inc.
Jerome National Vice President and National
Magner Amusements, Inc. Treasurer of Amusements, Inc.
200 Elm Street National 200 Elm Street
Dedham, MA 02026 Amusements, Inc. Dedham, MA 02026
and NAIRI, Inc.
Richard National Vice President of National
Sherman Amusements, Inc. National Amusements, Inc.
200 Elm Street Amusements, Inc. 200 Elm Street
Dedham, MA 02026 and NAIRI, Inc. Dedham, MA 02026
*Also a Director
SCHEDULE III
NATIONAL AMUSEMENTS, INC.
EXECUTIVE OFFICERS
Name and Address
of Corporation or
Business or Principal Other Organization
Name Residence Address Occupation in which Employed
or Employment
- ----------------------------------------------------------------------
Sumner M. Viacom Inc. Chairman of the National
Redstone* 1515 Broadway Board of Viacom Amusements, Inc.
New York, NY Inc.; Chairman of 200 Elm Street
l0036 the Board and Chief Dedham, MA 02026
Executive Officer
of National
Amusements, Inc.;
Chairman and
President of NAIRI,
Inc.
Shari National President of National
Redstone* Amusements, Inc. National Amusements, Inc.
200 Elm Street Amusements, Inc. 200 Elm Street
Dedham, MA 02026 and Executive Vice Dedham, MA 02026
President of NAIRI,
Inc.
Jerome National VP and Treasurer of National
Magner Amusements, Inc. National Amusements, Inc.
200 Elm Street Amusements, Inc., 200 Elm Street
Dedham, MA 02026 and NAIRI, Inc. Dedham, MA 02026
Richard National Vice President of National
Sherman Amusements, Inc. National Amusements, Inc.
200 Elm Street Amusements, Inc. 200 Elm Street
Dedham, MA 02026 and NAIRI, Inc. Dedham, MA 02026
*Also a Director
DIRECTORS
Name and Address
of Corporation or
Business or Principal Other Organization
Name Residence Address Occupation or in Which Employed
Employment
- ---------------------------------------------------------------------
George S. Winer & Abrams Attorney Winer & Abrams
Abrams 60 State Street 60 State Street
Boston, MA 02109 Boston, MA 02109
David Lourie and Cutler Attorney Lourie and Cutler
Andelman 60 State Street 60 State Street
Boston, MA 02109 Boston, MA 02109
Philippe Residence: Director of
P. Dauman 121 East 65th National
Street Amusements, Inc.
New York, NY and Viacom Inc.
10021
Brent D. c/o Showtime Director of National
Redstone Networks Inc. National Amusements, Inc.
1633 Broadway Amusements, Inc. 200 Elm Street
New York, NY Dedham, MA 02026
10019
EXHIBIT INDEX
99.1 Amended and Restated Investors Rights Agreement dated
as of May 19, 2000
2000 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
THIS 2000 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT is made as of
the 19th day of May 2000, by and between MedicaLogic, Inc., an Oregon
corporation (the ACompany@), and the shareholders of the Company listed on the
signature pages hereof.
RECITALS
A. As of May 28, 1999, the Company entered into a 1999 Amended and
Restated Investor Rights Agreement with certain investors (as amended and
supplemented, the A1999 MedicaLogic Agreement@) that, among other things,
provided certain registration rights to holders of capital stock of the Company.
B. As of August 4, 1999, Medscape, Inc., a Delaware corporation
(AMedscape@), entered into an Amended and Restated Stockholders Agreement with
certain of its stockholders (as amended and supplemented, the A1999 Medscape
Agreement@) that, among other things, provided certain registration rights to
holders of Medscape capital stock.
C. As of August 3, 1999, Medscape entered into a Registration Rights
Agreement (the ACBS Agreement@) with CBS Corporation (ACBS@) that provided
certain registration rights to CBS with respect to Medscape common stock owned
by CBS.
D. As of August 25, 1999 and September 8, 1999, the 1999 Medscape
Agreement was amended, among other things, to provide certain registration
rights to America Online, Inc. ("AOL") with respect to Medscape common stock
underlying warrants issued to AOL by Medscape.
E. As of February 21, 2000, the Company, Medscape and Moneypenny
Merger Corp., a Delaware corporation, entered into an Agreement of
Reorganization and Merger (the AMerger Agreement@) under which Medscape will
become a wholly owned subsidiary of the Company (the "Merger") and the Company=s
name will be changed to MedicaLogic/Medscape, Inc.
F. In Section 1.9 of the Merger Agreement, the Company and Medscape
agreed that any registration rights existing as of the date of the Merger
Agreement with respect to Medscape common stock would, as of the effective date
of the Merger, be converted into the same rights with respect to Company common
stock received in exchange therefor pursuant to the Merger, and that they would
execute such documents and take such further actions as may be necessary or
desirable to effectuate the provisions of Section 1.9.
G. Section 3.7 of the 1999 MedicaLogic Agreement provides that the
1999 MedicaLogic Agreement may be amended only with the written consent of the
Company and the holders of more than fifty percent (50%) of each of the Series
A, Series C, Series E, Series F and Series J Preferred Stock of the Company
(including the common stock of the Company issued upon conversion thereof) then
outstanding.
H. All shares of the Company=s Preferred Stock have been converted
into shares of common stock of the Company, and the undersigned include the
Company and the holders of more than fifty percent (50%) of the Company=s common
stock issued upon conversion of each of the respective series of the Company=s
Preferred Stock.
I. The undersigned also include CBS, AOL and the holders of (1) a
majority of the Medscape common stock issued upon conversion of the former
Series C Stock of Medscape, including the Vested Shares (as defined in the 1999
Medscape Agreement) held by Dr. Jeffrey L. Drezner; (2) at least sixty-six and
two-thirds percent (66 b%) of the Medscape common stock issued upon conversion
of the former Series D Preferred Stock of Medscape; (3) at least sixty-six and
two-thirds percent (66 b%) of the Medscape common stock issued upon conversion
of the former Series E Preferred Stock of Medscape; and (4) a majority of the
Medscape common stock issued in exchange for the former Class A Common Stock of
Medscape (other than those shares issued in respect of the former Series C Stock
of Medscape).
AGREEMENT
In consideration of the mutual promises and covenants set forth
herein, the parties hereto agree to amend and restate the 1999 MedicaLogic
Agreement (a) to give effect to Section 1.9 of the Merger Agreement, (b) to
eliminate provisions thereof that are no longer applicable and (c) to further
provide as follows:
1. Registration Rights. The Company covenants and agrees as follows:
1.1 Definitions. For purposes of this Section 1:
(a) The term AAct@ means the Securities Act of 1933, as amended.
(b) The term ACommon Stock@ means the common stock of the
Company.
(c) The term AForm S-3" means such form under the Act as in
effect on the date hereof or any registration form under the Act subsequently
adopted by the SEC which permits inclusion or incorporation of substantial
information by reference to other documents filed by the Company with the SEC.
(d) The term AHolder@ means any person owning or having the right
to acquire Registrable Securities or any assignee thereof in accordance with
Section 1.13 hereof.
(e) The term A1934 Act@ shall mean the Securities Exchange Act of
1934, as amended.
(f) The terms Aregister,@ Aregistered,@ and Aregistration@ refer
to a registration effected by preparing and filing a registration statement or
similar document in compliance with the Act and the declaration or ordering of
effectiveness of such registration statement or document.
(g) The term ARegistrable Securities@ means (i) the Common Stock
of the Company issued upon conversion of the Company=s Series A Preferred Stock,
Series A-1 Preferred Stock, Series C Preferred Stock, Series C-1 Preferred
Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series F Preferred
Stock, Series F-1 Preferred Stock, Series J Preferred Stock, and Series J-1
Preferred Stock as listed on Signature Page A hereto; (ii) the Common Stock of
the Company purchased pursuant to the Common Stock Purchase Agreement by and
among the Company, Mark A. Leavitt, Richard Samco, Sequoia Capital Growth Fund,
Sequoia Technology Partners III, New Enterprise Associates VI, Limited
Partnership and Stanford University, dated August 3, 1994, as listed on
Signature Page B hereto; (iii) the Common Stock of the Company issued in the
Merger upon conversion of the Existing Registrable Securities and Investor
Registrable Securities (as those terms are defined in the 1999 Medscape
Agreement); (iv) the Common Stock of the Company issued upon exercise of the
Medscape warrants issued to AOL (the "Warrant Shares"); and (v) any Common Stock
of the Company issued as (or issuable upon the conversion or exercise of any
warrant, right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of the shares
referenced in (i), (ii), (iii) or (iv) above, excluding in all cases, however,
any Registrable Securities sold by a person in a transaction in which such
person's rights under this Section 1 are not assigned or assignable and any
Registrable Securities sold to the public or sold pursuant to Rule 144
promulgated under the Act.
(h) The number of shares of ARegistrable Securities then
outstanding@ shall be the aggregate number of shares of Common Stock outstanding
which are, and the number of shares of Common Stock issuable pursuant to then
exercisable or convertible securities which are, Registrable Securities.
(i) The term ASEC@ shall mean the Securities and Exchange
Commission.
1.2 Request for Registration.
(a) If (i) the Company shall receive, at any time after December
31, 1999, a written request from (A) Holders of at least fifteen percent (15%)
of the Registrable Securities then outstanding referred to in clauses (i) and
(ii) of subsection 1.1(g) or (B) Holders of at least thirty percent (30%) of the
Registrable Securities then outstanding held by the former holders of the
Company's Series J Preferred Stock (a "Series J Investor") that the Company file
a registration statement under the Act covering the registration of the
Registrable Securities then outstanding, or (ii) the Company shall receive a
written request from (W) Holders of at least fifty percent (50%) of the
Registrable Securities then outstanding held by the former holders of Investor
Registrable Securities (excluding Holders described in clause (X), (Y) or (Z)
hereof) as listed on Signature Page C hereto, (X) any Holder who purchased more
than 650,000 shares of the Series D Preferred Stock of Medscape as listed on
Signature Page D hereto (a "Series D Holder"), (Y) any Holder who purchased more
than 260,000 shares of the Series E Preferred Stock of Medscape as listed on
Signature Page E hereto (a "Series E Holder"), or (Z) any Holder of Warrant
Shares, that the Company file a registration statement on Form S-1 (or similar
successor forms) under the Act covering the registration of Registrable
Securities issued in exchange for Investor Registrable Securities, then the
Company shall, within ten (10) days of the receipt thereof, give written notice
of such request to all Holders and shall, subject to the limitations of
subsection 1.2(b), use its reasonable best efforts to effect as soon as
practicable, and in any event within one hundred twenty (120) days of the
receipt of such request, the registration under the Act of all Registrable
Securities that the Holders request to be registered within twenty (20) days of
the mailing of such notice by the Company in accordance with Section 3.5,
provided that the Registrable Securities requested by the Holders to be
registered pursuant to such request must have an anticipated aggregate public
offering price of not less than $5,000,000.
(b) If the Holders initiating the registration request hereunder
(AInitiating Holders@) intend to distribute the Registrable Securities covered
by their request by means of an underwriting, they shall so advise the Company
as a part of their request made pursuant to subsection 1.2(a) and the Company
shall include such information in the written notice referred to in subsection
1.2(a). The underwriter will be selected by the Initiating Holders and shall be
reasonably acceptable to the Company, provided that such underwriter shall be of
nationally recognized standing and shall agree to firmly underwrite such
offering. In such event, the right of any Holder to include Registrable
Securities in such registration shall be conditioned upon such Holder=s
participation in such underwriting and the inclusion of such Holder=s
Registrable Securities in the underwriting (unless otherwise mutually agreed by
a majority in interest of the Initiating Holders and such Holder) to the extent
provided herein. All Holders proposing to distribute their securities through
such underwriting shall (together with the Company as provided in subsection
1.4(e)) enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting. Notwithstanding any
other provisions of this Section 1.2, if the underwriter, with respect to a
registration requested under subsection 1.2(a)(i), advises the Initiating
Holders in writing that marketing factors require a limitation of the number of
shares to be underwritten, then such Initiating Holders shall so advise all
Holders of Registrable Securities which would otherwise be underwritten pursuant
hereto, and the number of shares of Registrable Securities that may be included
in the underwriting shall be allocated among all Holders thereof, including such
Initiating Holders, in proportion (as nearly as practicable) to the amount of
Registrable Securities of the Company owned by each Holder; provided, however,
that the number of shares of Registrable Securities to be included in such
underwriting shall not be reduced unless all other securities are first entirely
excluded from the underwriting; and provided, further, that Registrable
Securities held by Holders referred to in subsection 1.2(a)(ii) shall be
entirely excluded from the underwriting before any Registrable Securities held
by Holders referred to in subsection 1.2(a)(i) are excluded. In a registration
pursuant to subsection 1.2(a)(i), if Registrable Securities held by a Series J
Investor are excluded from the registration pursuant to the previous sentence as
a result of election of Holders other than Series J Investors to participate in
the registration, then that registration will not be deemed to be a registration
requested by the Series J Investors for the purposes of Section 1.2(d)(i).
(c) Notwithstanding the foregoing, if the Company shall furnish
to Holders requesting a registration statement pursuant to this Section 1.2, a
certificate signed by the Chief Executive Officer of the Company stating that in
the good faith judgment of the Board of Directors of the Company, it would be
seriously detrimental to the Company and its shareholders for such registration
statement to be filed and it is therefore essential to defer the filing of such
registration statement, the Company shall have the right to defer taking action
with respect to such filing for a period of not more than ninety (90) days after
receipt of the request of the Initiating Holders; provided, however, that the
Company may not utilize this right more than once in any twelve-month period.
(d) In addition, the Company shall not be obligated to effect, or
to take any action to effect,
(i) any registration pursuant to subsection 1.2(a)(i):
(A) After the Company has effected three (3)
registrations pursuant to subsection
1.2(a)(i), two (2) of which may only be
initiated by Series J Investors under
subsection 1.2(a)(i)(B), and such
registrations have been declared or
ordered effective; or
(B) During the period starting with the date
sixty (60) days prior to the Company=s
good faith estimate of the date of
filing of, and ending on a date sixty
(60) days after the effective date of, a
registration subject to Section 1.3
hereof, provided that the Company is
actively employing in good faith all
reasonable efforts to cause such
registration statement to become
effective; or
(ii) any registration pursuant to subsection 1.2(a)(ii):
(A) After the Company has effected seven (7)
registrations pursuant to subsection
1.2(a)(ii), two (2) of which may only be
initiated by a Series D Holder, one (1)
of which may only be initiated by a
Series E Holder, two (2) of which may
only be initiated by a Holder of Warrant
Shares, and two (2) of which may only be
initiated by Holders who are not Series
D Holders, Series E Holders or Holders
of Warrant Shares; or
(B) During the period starting with the date
sixty (60) days prior to the Company=s
good faith estimate of the date of
filing of, and ending on a date one
hundred eighty (180) days after the
effective date of, a registration
subject to Section 1.3 hereof, provided
that the Company is actively employing
in good faith all reasonable efforts to
cause such registration statement to
become effective; or
(C) If the Initiating Holders propose to
dispose of shares of Registrable
Securities which may be immediately
registered on Form S-3 pursuant to a
request made under Section 1.12 hereof.
1.3 Company Registration. If (but without any obligation to do so) the
Company proposes to register (including for this purpose a registration effected
by the Company for shareholders other than the Holders) any of its stock or
other securities under the Act in connection with the public offering of such
securities solely for cash (other than a registration relating solely to the
sale of securities to participants in a Company stock plan, a registration on
any form which does not include substantially the same information as would be
required to be included in a registration statement covering the sale of the
Registrable Securities or a registration in which the only Common Stock being
registered is Common Stock issuable upon conversion of debt securities which are
also being registered), the Company shall, at such time, promptly, but at least
thirty (30) days prior to filing such registration statement, give each Holder
written notice of such registration. Upon the written request of each Holder
given within twenty (20) days after receipt of such notice by the Holder in
accordance with Section 3.5, the Company shall, subject to the provisions of
Section 1.8, cause to be registered under the Act all of the Registrable
Securities that each such Holder has requested to be registered.
1.4 Obligations of the Company. Whenever required under this Section 1
to effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its diligent efforts to cause
such registration statement to become effective, and, upon the request of the
Holders of a majority of the Registrable Securities registered thereunder, keep
such registration statement effective for a period of up to one hundred eighty
(180) days; provided, however, that (i) such 180-day period shall be extended
for a period of time equal to the period the Holder refrains from selling any
securities included in such registration at the request of an underwriter of
Common Stock (or other securities) of the Company; and (ii) in the case of any
registration of Registrable Securities on Form S-3 which are intended to be
offered on a continuous or delayed basis, such 180-day period shall be extended,
if necessary, to keep the registration statement effective until all such
Registrable Securities are sold, provided that Rule 415, or any successor rule
under the Act, permits an offering on a continuous or delayed basis; and
provided further that applicable rules under the Act governing the obligation to
file a post-effective amendment permit, in lieu of filing a post-effective
amendment which (I) includes any prospectus required by Section 10(a)(3) of the
Act or (II) reflects facts or events representing a material or fundamental
change in the information set forth in the registration statement, the
incorporation by reference of information required to be included in (I) and
(II) above to be contained in periodic reports filed pursuant to Section 13 or
15(d) of the 1934 Act in the registration statement.
(b) Prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of all securities covered by such
registration statement.
(c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned by them.
(d) Use its reasonable best efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as shall be reasonably requested by the
Holders; provided that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions, unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Act.
(e) In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering. Each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.
(f) Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act of the happening of any event as a result
of which the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing.
(g) Cause all such Registrable Securities registered pursuant
hereunder to be listed on each securities exchange on which similar securities
issued by the Company are then listed.
(h) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration.
(i) Furnish, at the request of any Holder requesting registration
of Registrable Securities pursuant to this Section 1, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Section 1, if such securities are being
sold through underwriters, or, if such securities are not being sold through
underwriters, on the date that the registration statement with respect to such
securities becomes effective, (i) an opinion, dated such date, of the counsel
representing the Company for the purposes of such registration, in form and
substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the Holders requesting
registration of Registrable Securities and (ii) a letter dated such date, from
the independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to the Holders requesting registration of Registrable Securities.
1.5 Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 1 with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required to effect the registration of such Holder=s Registrable
Securities.
1.6 Expenses of Demand Registration. All expenses other than
underwriting discounts and commissions incurred in connection with
registrations, filings or qualifications pursuant to Section 1.2 (which right
may be assigned as provided in Section 1.13), including (without limitation) all
registration, filing, qualification, printers= and accounting fees, fees and
disbursements of counsel for the Company (including fees and disbursements of
counsel for the Company in its capacity as counsel to the selling Holders
hereunder; if Company counsel does not make itself available for this purpose,
the Company will pay the reasonable fees and disbursements of one counsel for
the selling Holders) shall be borne by the Company; provided, however, that the
Company shall not be required to pay for any expenses of any registration
proceeding begun pursuant to Section 1.2 if the registration request is
subsequently withdrawn at the request of the Holders of a majority of the
Registrable Securities to be registered (in which case all participating Holders
shall bear such expenses), unless the Holders of a majority of the Registrable
Securities agree to forfeit the applicable demand registration right pursuant to
Section 1.2; provided further, however, that if at the time of such withdrawal,
the Holders have learned of a material adverse change in the condition,
business, or prospects of the Company from that known to the Holders at the time
of their request and have withdrawn the request with reasonable promptness
following disclosure by the Company of such material adverse change, then the
Holders shall not be required to pay any of such expenses and shall retain their
rights pursuant to Section 1.2.
1.7 Expenses of Company Registration. The Company shall bear and pay
all expenses incurred in connection with any registration, filing or
qualification of Registrable Securities with respect to the registrations
pursuant to Section 1.3 for each Holder (which right may be assigned as provided
in Section 1.13), including (without limitation) all registration, filing,
qualification, printers= and accounting fees, fees and disbursements of counsel
for the Company (including fees and disbursements of counsel for the Company in
its capacity as counsel to the selling Holders hereunder; if Company counsel
does not make itself available for this purpose, the Company will pay the
reasonable fees and disbursements of one counsel for the selling Holders) but
excluding underwriting discounts and commissions relating to Registrable
Securities.
1.8 Underwriting Requirements. In connection with any offering
involving an underwriting of shares of the Company=s capital stock, the Company
shall not be required under Section 1.3 to include any of the Holders=
securities in such underwriting unless they accept the terms of the underwriting
as agreed upon between the Holders of a majority of the Registrable Securities
that indicated they would like to be included in the underwriting, the Company
and the underwriters selected by it (or by other persons entitled to select the
underwriters), and then only in such quantity as the underwriters determine in
their sole discretion will not jeopardize the success of the offering by the
Company. If the total amount of securities, including Registrable Securities,
requested by shareholders to be included in such offering exceeds the amount of
securities sold other than by the Company that the underwriters determine in
their sole discretion is compatible with the success of the offering, then the
Company shall be required to include in the offering only that number of such
securities, including Registrable Securities, which the underwriters determine
in their sole discretion will not jeopardize the success of the offering (the
securities so included to be apportioned pro rata among the selling shareholders
according to the total amount of securities entitled to be included therein
owned by each selling shareholder or in such other proportions as shall mutually
be agreed to by such selling shareholders) but in no event shall (i) the amount
of securities of the selling Holders included in the offering be reduced below
thirty percent (30%) of the total amount of securities included in such
offering, or (ii) notwithstanding (i) above, Section 1.2 governs the exclusion
of shares being sold by a shareholder exercising a demand registration right
granted thereunder. For purposes of the preceding parenthetical concerning
apportionment, for any selling shareholder which is a holder of Registrable
Securities and which is a partnership or corporation, the partners, retired
partners and shareholders of such holder, or the estates and family members of
any such partners and retired partners and any trusts for the benefit of any of
the foregoing persons shall be deemed to be a single Aselling shareholder,@ and
any pro-rata reduction with respect to such Aselling shareholder@ shall be based
upon the aggregate amount of shares carrying registration rights owned by all
entities and individuals included in such Aselling shareholder,@ as defined in
this sentence.
1.9 Delay of Registration. No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 1.
1.10 Indemnification. In the event any Registrable Securities are
included in a registration statement under this Section 1:
(a) To the extent permitted by law, the Company will indemnify
and hold harmless each Holder, any underwriter (as defined in the Act) for such
Holder and each person, if any, who controls such Holder or underwriter within
the meaning of the Act or the 1934 Act, against any losses, claims, damages, or
liabilities (joint or several) to which they may become subject under the Act,
the 1934 Act or other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements, omissions or violations
(collectively a AViolation@): (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement, including
any preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or alleged
violation by the Company of the Act, the 1934 Act, any state securities law, or
any rule or regulation promulgated under the Act, and the Company will pay to
each such Holder, underwriter or controlling person, as incurred, any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided, however,
that the indemnity agreement contained in this subsection 1.10(a) shall not
apply to amounts paid in settlement of any such loss, claim, damage, liability,
or action if such settlement is effected without the consent of the Company
(which consent shall not be unreasonably withheld), nor shall the Company be
liable in any such case for any such loss, claim, damage, liability, or action
to the extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly for
use in connection with such registration by any such Holder, underwriter or
controlling person.
(b) To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Act, any underwriter, any other
Holder selling securities in such registration statement and any controlling
person or any such underwriter or Holder, against any losses, claims, damages,
or liabilities (joint or several) to which any of the foregoing persons may
become subject, under the Act, the 1934 Act or other federal or state law,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereto) arise out of or are based upon any Violation, in each case to the
extent (and only to the extent) that such Violation occurs in reliance upon and
in conformity with written information furnished by such Holder expressly for
use in connection with such registration; and each such Holder will pay, as
incurred, any legal or other expenses reasonably incurred by any person intended
to be indemnified pursuant to this subsection 1.10(b), in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this subsection
1.10(b) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability, or action if such settlement is effected without the consent
of the Holder, which consent shall not be unreasonably withheld; provided,
however, that in no event shall any indemnity under this subsection 1.10(b)
exceed the net proceeds from the offering received by such Holder.
(c) Promptly after receipt by an indemnified party under this
Section 1.10 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 1.10, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly notified, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
1.10, but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 1.10.
(d) If the indemnification provided for in this Section 1.10 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage, or expense referred to
herein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties= relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission. Notwithstanding the foregoing, (i) no Holder shall be
required to contribute any amount in excess of the public offering price of all
Registrable Securities offered and sold by such Holder pursuant to such
registration statement, and (ii) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.
(e) The obligations of the Company and Holders under this Section
1.10 shall survive the completion of any offering of Registrable Securities in a
registration statement under this Section 1, and otherwise.
1.11 Reports Under Securities Exchange Act of 1934. With a view to
making available to the Holders the benefits of Rule 144 promulgated under the
Act and any other rule or regulation of the SEC that may at any time permit a
Holder to sell securities of the Company to the public without registration or
pursuant to a registration on Form S-3, the Company agrees to:
(a) make and keep public information available, as those terms
are understood and defined in SEC Rule 144, at all times after ninety (90) days
after the effective date of the first registration statement filed by the
Company for the offering of its securities to the general public;
(b) take such action, including the voluntary registration of its
Common Stock under Section 12 of the 1934 Act, as is necessary to enable the
Holders to utilize Form S-3 for the sale of their Registrable Securities, such
action to be taken as soon as practicable after the end of the fiscal year in
which the first registration statement filed by the Company for the offering of
its securities to the general public is declared effective;
(c) file with the SEC in a timely manner all reports and other
documents required of the Company under the Act and the 1934 Act; and
(d) furnish to any Holder, so long as the Holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company that
it has complied with the reporting requirements of SEC Rule 144 (at any time
after ninety (90) days after the effective date of the first registration
statement filed by the Company), the Act, and the 1934 Act (at any time after it
has become subject to such reporting requirements), or that it qualifies as a
registrant whose securities may be resold pursuant to Form S-3 (at any time
after it so qualifies), (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the
Company, and (iii) such other information as may be reasonably requested in
availing any Holder of any rule or regulation of the SEC which permits the
selling of any such securities without registration or pursuant to such form.
1.12 Form S-3 Registration. In case the Company shall receive from any
Holder or Holders a written request or requests that the Company effect a
registration on Form S-3 and any related qualification or compliance with
respect to all or a part of the Registrable Securities owned by such Holder or
Holders, the Company will:
(a) promptly give written notice of the proposed registration,
and any related qualification or compliance, to all other Holders; and
(b) as soon as practicable, effect such registration and all such
qualifications and compliances as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of such Holder=s or
Holders= Registrable Securities as are specified in such request, together with
all or such portion of the Registrable Securities of any other Holder or Holders
joining in such request as are specified in a written request given within
twenty (20) days after receipt of such written notice from the Company;
provided, however, that the Company shall not be obligated to effect any such
registration, qualification or compliance, pursuant to this Section 1.12: (1) if
Form S-3 is not available for offering by the Holders; (2) if the Holders,
together with the holders of any other securities of the Company entitled to
inclusion in such registration, propose to sell Registrable Securities and such
other securities (if any) at an aggregate price to the public (net of any
underwriters= discounts or commissions) of less than $1,000,000; (3) if the
Company shall furnish to the Holders a certificate signed by the President of
the Company stating that in the good faith judgment of the Board of Directors of
the Company, it would be seriously detrimental to the Company and its
shareholders for such Form S-3 Registration to be effected at such time, in
which event the Company shall have the right to defer the filing of the Form S-3
registration statement for a period of not more than 150 days after receipt of
the request of the Holder or Holders under this Section 1.12; provided, however,
that the Company shall not utilize this right more than once in any twelve (12)
month period; (4) if the Company has, within the six (6) month period preceding
the date of such request, already effected one registration on Form S-3 for the
Holders pursuant to this Section 1.12; or (5) in any particular jurisdiction in
which the Company would be required to qualify to do business or to execute a
general consent to service of process in effecting such registration,
qualification or compliance.
(c) Subject to the foregoing, the Company shall file a
registration statement covering the Registrable Securities and other securities
so requested to be registered as soon as practicable after receipt of the
request or requests of the Holders. The Company shall bear and pay all expenses
incurred in connection with a registration requested pursuant to Section 1.12,
including (without limitation) all registration, filing, qualification,
printer=s and accounting fees, fees and disbursements of counsel for the Company
(including fees and disbursements of counsel for the Company in its capacity as
counsel to the selling Holder or Holders hereunder, if Company counsel does not
make itself available for this purpose, the Company will pay the reasonable fees
and disbursements of one counsel for the selling Holder or Holders) but
excluding underwriting discounts and commissions relating to Registrable
Securities; provided, however, that the Company shall not be obligated to pay
registration expenses under this paragraph if the Company has already effected
two registrations on Form S-3 pursuant to this Section 1.12. Registrations
effected pursuant to this Section 1.12 shall not be counted as registrations
effected pursuant to Section 1.2 or 1.3.
1.13 Assignment of Registration Rights. The rights to cause the
Company to register Registrable Securities pursuant to this Section 1 may be
assigned (but only with all related obligations) by a Holder to a transferee or
assignee of such securities, provided: (a) the Company is, within a reasonable
time after such transfer, furnished with written notice of the name and address
of such transferee or assignee and the securities with respect to which such
registration rights are being assigned; (b) such transferee or assignee acquires
from the Holder more than 100,000 shares; (c) such transferee or assignee agrees
in writing to be bound by and subject to the terms and conditions of this
Agreement, including without limitation the provisions of Section 1.15 below;
and (d) such assignment shall be effective only if immediately following such
transfer the further disposition of such securities by the transferee or
assignee is restricted under the Act.
1.14 Limitations on Subsequent Registration Rights. From and after the
date of this Agreement, the Company shall not, without the prior written consent
of the Holders of a majority of the outstanding Registrable Securities, enter
into any agreement with any holder or prospective holder of any securities of
the Company which would allow such holder or prospective holder (a) to include
such securities in any registration filed under Section 1.2 hereof, unless under
the terms of such agreement, such holder or prospective holder may include such
securities in any such registration only to the extent that the inclusion of
such securities will not reduce the amount of the Registrable Securities of the
Holders which is included or (b) to make a demand registration which could
result in such registration statement being declared effective prior to the
earlier of either of the dates set forth in subsection 1.2(a) or within one
hundred twenty (120) days of the effective date of any registration effected
pursuant to Section 1.2. If the Company grants registration rights to holders of
any security of the Company which are more favorable to such holders than the
registration rights granted hereunder, then such more favorable registration
rights shall also be deemed to be granted to the Holders of Registrable
Securities hereunder, and the Company covenants and agrees to take any and all
steps necessary to modify the terms of this Agreement to so provide.
1.15 [Deleted]
1.16 Termination of Registration Rights.
(a) No Holder shall be entitled to exercise any right provided
for in this Section 1 after December 10, 2009.
(b) In addition, the right of any Holder to request registration
or inclusion in any registration pursuant to Section 1 shall terminate on such
date that all shares of Registrable Securities held or entitled to be held upon
conversion by such Holder may immediately be sold under Rule 144 during any
90-day period; provided, however, that the provisions of this Section 1.16(b)
shall not apply to any Holder who owns at least one percent (1%) of the
Company=s outstanding stock.
2. Covenants of the Company. [Deleted]
3. Miscellaneous.
3.1 Successors and Assigns. Except as otherwise provided herein, the
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties (including
transferees of any shares of Registrable Securities). Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.
3.2 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of California as applied to agreements among
California residents entered into and to be performed entirely within
California.
3.3 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
3.4 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
3.5 Notices. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or upon
deposit with the United States Post Office, by registered or certified mail,
postage prepaid or upon delivery to a recognized courier service and addressed
to the party to be notified at the address indicated for such party on the
signature pages hereof, or at such other address as such party may designate by
ten (10) days= advance written notice to the other parties.
3.6 Expenses. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys= fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.
3.7 Amendments and Waivers. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), only
with the written consent of the Company and the holders of more than fifty
percent (50%) of the Registrable Securities then outstanding, except as follows:
(a) any amendment or waiver affecting only the rights of holders
of Registrable Securities described in subsection 1.1(g)(i) shall require only
the consent of the Company and the holders of more than fifty percent (50%) of
such Registrable Securities, except that any amendment or waiver affecting the
rights of Series J Investors shall require the consent of the holders of more
than fifty percent (50%) of the Registrable Securities held by the Series J
Investors;
(b) any amendment or waiver affecting only the rights of holders
of Registrable Securities held by former Holders of Investor Registrable
Securities, excluding Series D Holders and Series E Holders, shall require only
the consent of the Company and the holders of more than sixty-six and two-thirds
percent (66 b%) of such Registrable Securities;
(c) any amendment or waiver affecting only the rights of holders
of Registrable Securities who were Series D Holders shall require only the
consent of the Company and the holders of more than sixty-six and two-thirds
percent (66 b%) of such Registrable Securities; and
(d) any amendment or waiver affecting only the rights of holders of Registrable
Securities who were Series E Holders shall require only the consent of the
Company and the holders of more than fifty percent (50%) of such Registrable
Securities.
Any amendment or waiver effected in accordance with this paragraph shall be
binding upon each holder of any Registrable Securities then outstanding, each
future holder of such Registrable Securities and the Company.
3.8 Severability. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.
3.9 Aggregation of Stock. All shares of Registrable Securities
(including the Common Stock issuable upon conversion thereof), as applicable,
held or acquired by a Holder shall be aggregated together for the purpose of
determining the availability of any rights under this Agreement.
3.10 Entire Agreement; Amendment; Waiver. This Agreement constitutes
the full and entire understanding and agreement between the parties with regard
to the subjects hereof and supersedes the 1999 MedicaLogic Agreement, the 1999
Medscape Agreement and the CBS Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
COMPANY: MEDICALOGIC, INC.
By:
Printed Name: Mark Leavitt, M.D.
itle: CEO
SHAREHOLDERS: See Attached Signature Pages
SIGNATURE PAGE A
FOR MEDICALOGIC PREFERRED STOCK INVESTORS
Signature
Address for Notices
Number of Shares
GLYNN VENTURES III, L.P.
By:_______________________________
Its:_______________________________
Printed Name:______________________
Glynn Ventures III, L.P.
3000 Sand Hill Road Building 4,
Suite 235 Menlo Park,
CA 94025 Attn: John Glynn, Jr.
294,445
SEQUOIA CAPITAL GROWTH FUND
By:_______________________________
Its:_______________________________
Printed Name:______________________
Sequoia Capital Growth Fund
c/o Sequoia Capital
3000 Sand Hill Road
Building 4, Suite 280
Menlo Park, CA 94025
Attn: Mark A. Stevens
1,446,614
SEQUOIA TECHNOLOGY PARTNERS III
By:_______________________________
Its:_______________________________
Printed Name:______________________
Sequoia Technology Partners III
c/o Sequoia Capital
3000 Sand Hill Road
Building 4, Suite 280
Menlo Park, CA 94025
Attn: Mark A. Stevens
92,338
NEW ENTERPRISE ASSOCIATES VI, LP
By:_______________________________
Its:_______________________________
Printed Name:______________________
New Enterprise Associates VI, LP
c/o New Enterprises Associates
2490 Sand Hill Road
Menlo Park, CA 94025
Attn: Ronald Kase
1,980,584
- ----------------------------------
CHARLES M. LINEHAN
Charles M. Linehan
c/o New Enterprise Associates
2490 Sand Hill Road
Menlo Park, CA 94025
9,540
OMEGA VENTURES II, L.P.
By:_______________________________
Its:_______________________________
Printed Name:______________________
Omega Ventures II, L.P.
c/o Crosslink Capital Inc.
555 California Street, #2350
San Francisco, CA 94104
Attn: Michael Stark
625,434
OMEGA VENTURES II CAYMAN, L.P.
By:_______________________________
Its:_______________________________
Printed Name:______________________
Omega Ventures II Cayman, L.P.
c/o Crosslink Capital Inc.
555 California Street, #2350
San Francisco, CA 94104
Attn: Michael Stark
158,044
CROSSOVER FUND II, L.P.
By:_______________________________
Its:_______________________________
Printed Name:______________________
Crossover Fund II, L.P.
c/o Crosslink Capital Inc.
555 California Street, #2350
San Francisco, CA 94104
Attn: Michael Stark
298,111
CROSSOVER FUND IIA, L.P.
By:_______________________________
Its:_______________________________
Printed Name:______________________
Crossover Fund IIA, L.P.
c/o Crosslink Capital Inc.
555 California Street, #2350
San Francisco, CA 94104
Attn: Michael Stark
42,727
BAYVIEW INVESTORS, LTD.
By:_______________________________
Its:_______________________________
Printed Name:______________________
Bayview Investors, Ltd.
c/o Robertson Stevens & Co.
555 California Street, #2600
San Francisco, CA 94104
Attn: Michael Stark
110,499
AMERINDO TECHNOLOGY GROWTH FUND II
By:_______________________________
Its:_______________________________
Printed Name:______________________
Amerindo Technology Growth
Fund II
c/o Amerindo Investment
Advisors
399 Park Ave., 22nd Floor
New York, NY 10022
Attn: Gary A. Tanaka
66,667
FRANKLIN CAPITAL ASSOCIATES III, L.P.
By:_______________________________
Its:_______________________________
Printed Name:______________________
Franklin Capital Associates III, L.P.
c/o Coleman Swenson
Hoffman Booth
237 Second Avenue South
Franklin, TN 37064-2649
Attn: W. David Swenson
686,563
FURMAN SELZ SBIC L.P.
By:_______________________________
Its:_______________________________
Printed Name:______________________
Furman Selz SBIC L.P.
55 East 52nd St., 37th Floor
New York, NY 10055-0002
Attn: Brian P. Friedman
461,041
SEQUOIA CAPITAL VI
By:_______________________________
Its:_______________________________
Printed Name:______________________
Sequoia Capital VI
c/o Sequoia Capital
3000 Sand Hill Road
Building 4, Suite 280
Menlo Park, CA 94025
Attn: Mark A. Stevens
400,914
SEQUOIA TECHNOLOGY PARTNERS VI
By:_______________________________
Its:_______________________________
Printed Name:______________________
Sequoia Technology
Partners VI
c/o Sequoia Capital
3000 Sand Hill Road
Building 4, Suite 280
Menlo Park, CA 94025
Attn: Mark A. Stevens
22,028
SEQUOIA 1995
By:_______________________________
Its:_______________________________
Printed Name:______________________
Sequoia 1995
c/o Sequoia Capital
3000 Sand Hill Road
Building 4, Suite 280
Menlo Park, CA 94025
Attn: Mark A. Stevens
17,624
- ----------------------------------
TOM HODAPP
Tom Hodapp
254 Glen Drive
Sausalito, CA 94965
14,445
- ----------------------------------
MICHAEL BOXER
Michael Boxer
19272 Sierra Inez Road
Irvine, CA 92612
11,806
- ----------------------------------
PAUL FELTON
Paul Felton
36 Los Altos
Orinda, CA 94563
13,056
- ----------------------------------
CATHY KLEMA
Cathy Klema
300 Central Park West
New York, NY 10024
11,806
- ----------------------------------
LEOPOLD SWERGOLD
Leopold Swergold
c/o Ing Furman Selz
230 Park Avenue
New York, NY 10169
14,306
- ----------------------------------
PAUL ELLWOOD, M.D.
Paul Ellwood, M.D
P.O. Box 165
Bondurant, WY 82922
3,834
- ----------------------------------
WILLIAM SLATTERY
William Slattery
399 Park Avenue, 22nd Floor
New York, NY 10022
2,223
- ----------------------------------
SARAH GORDON-WILD
Sarah Gordon-Wild
c/o Loan Pine Capital
2 Greenwich Plaza
Greenwich, CT 06830
2,222
- ----------------------------------
THOMAS H. CATO
Thomas H. Cato
15 Inveraray
Nashville, TN 37215
2,222
- ----------------------------------
DR. HUGH Y. RIENHOFF, JR.
Dr. Hugh Y. Rienhoff, Jr.
c/o Kiva Genetics
2375 Garcia Avenue
Mountain View, CA 94043
1,111
VHA, INC.
By:_______________________________
Its:_______________________________
Printed Name:______________________
VHA, Inc.
Attn: Jeff Hayes
220 E. Las Colinas Blvd.
Irving, Texas 75039
739,651
21ST CENTURY COMMUNICATIONS PARTNERS, L.P.
By:_______________________________
Its:_______________________________
Printed Name:______________________
21st Century Communications
Partners LP
Attn: Seth Lieber
c/o Geocapital LLC
767 Fifth Avenue, 45th Floor
New York, NY 10153-4590
215,240
21ST CENTURY COMMUNICATIONS T-E PARTNERS, L.P.
By:_______________________________
Its:_______________________________
Printed Name:______________________
21st Century Communications
T-E Partners LP
c/o Geocapital LLC
767 Fifth Avenue, 45th Floor
New York, NY 10153-4590
Attn: Seth Lieber
73,240
21ST CENTURY COMMUNICATIONS FOREIGN PARTNERS, L.P.
By:_______________________________
Its:_______________________________
Printed Name:______________________
21st Century Communications
Foreign Partners
c/o Geocapital LLC
767 Fifth Avenue, 45th Floor
New York, NY 10153-4590
Attn: Seth Lieber
28,980
BOSTON SAFE DEPOSIT & TRUST CO., TRUSTEE FOR US WEST PENSION TRUST
By:_______________________________
Its:_______________________________
Printed Name:______________________
Boston Safe Deposit & Trust
Co. Tr FBO US West
c/o Boston Safe Deposit & Trust
135 Santilli Highway
Everett, MA 02149
Attn: Melissa Kennedy
119,048
BOSTON SAFE DEPOSIT & TRUST CO., TRUSTEE FOR US WEST BENEFIT ASSURANCE
By:_______________________________
Its:_______________________________
Printed Name:______________________
Boston Safe Deposit & Trust
Co. TR FBO US West
c/o Boston Safe Deposit & Trust
135 Santilli Highway
Everett, MA 02149
Attn: Melissa Kennedy
357,143
PILGRIM, BAXTER HYBRID PARTNERS I, L.P.
By:_______________________________
Its:_______________________________
Printed Name:______________________
Pilgrim Baxter Hybrid Partners
I, LP
825 Duportail Road
Wayne, PA 19087
Attn: Samuel H. Baker
317,461
CLAYTON ASSOCIATES, L.L.C.
By:_______________________________
Its:_______________________________
Printed Name:______________________
Clayton Associates, L.L.C.
310 25th Avenue N Suite 109
Nashville, TN 37203
15,874
DMG TECHNOLOGY VENTURES LLC
By:_______________________________
Its:_______________________________
Printed Name:______________________
DMG Technology Ventures LLC
c/o Deutsche Bank Securities Inc
Attn: Ed Ryan
1290 Avenue of the Americas
New York, NY 10020
55,556
DMG TECHNOLOGY PARTNERS
By:_______________________________
Its:_______________________________
Printed Name:______________________
DMG Technology Partners
c/o Credit Suisse First Boston
2400 Hanover Street
Palo Alto, CA 94304-1113
Attn: Frank Quattrone
23,810
CONTINENTAL CASUALTY COMPANY
By:_______________________________
Its:_______________________________
Printed Name:______________________
Continental Casualty Company
CNA Plaza 40 South
Chicago, IL 60685
Attn: David Wroe
2,000,000
QUANTUM INDUSTRIAL PARTNERS LDC
By:_______________________________
Its:_______________________________
Printed Name:______________________
Quantum Industrial Partners
LDC
c/o Soros Private Equity
Partners
888 Seventh Avenue
New York, NY 10106
Attn: Neal Moszkowski
1,568,421
SFM DOMESTIC INVESTMENT LLC
By:_______________________________
Its:_______________________________
Printed Name:______________________
SFM Domestic Investment LLC
c/o Soros Private Equity
Partners
888 Seventh Avenue
New York, NY 10106
Attn: Neal Moszkowski
1,568,421
SEQUOIA CAPITAL FRANCHISE PARTNERS
By:_______________________________
Its:_______________________________
Printed Name:______________________
Sequoia Capital Franchise
Partners
c/o Sequoia Capital
3000 Sand Hill Road #4-280
Menlo Park, CA 94025
Attn: Mark Stevens
78,948
SEQUOIA CAPITAL FRANCHISE FUND
By:_______________________________
Its:_______________________________
Printed Name:______________________
Sequoia Capital Franchise Fund
c/o Sequoia Capital
3000 Sand Hill Road, #4-280
Menlo Park, CA 94025
Attn: Mark Stevens
447,369
COLEMAN SWENSON HOFFMAN
BOOTH IV LP
By:_______________________________
Its:_______________________________
Printed Name:______________________
Coleman Swenson
Hoffman Booth IV LP
c/o Coleman Swenson
Hoffman Booth
Attn: W. David Swenson
237 Second Avenue South
Franklin, TN 37064-2649
210,527
DELL USA LP
By:_______________________________
Its:_______________________________
Printed Name:______________________
Dell USA LP
Attn: Thomas H. Welch Jr.
One Dell Way
Round Rock, TX 78682-2244
1,052,632
GARY J. SHEMANO
By:_______________________________
Its:_______________________________
Printed Name:______________________
Gary J. Shemano
c/o The Shemano Group
601 California Street, Suite 1850
San Francisco, CA 94108
43,948
MART BAILEY
By:_______________________________
Its:_______________________________
Printed Name:______________________
Mart Bailey
c/o The Shemano Group
601 California Street, Suite 1850
San Francisco, CA 94108
39,211
MICHAEL JACKS
By:_______________________________
Its:_______________________________
Printed Name:______________________
Michael Jacks
c/o The Shemano Group
601 California Street, Suite 1850
San Francisco, CA 94108
21,053
WHEATLEY PARTNERS II LP
By:_______________________________
Its:_______________________________
Printed Name:______________________
Wheatley Partners II LP
Attn: Seth Lieber
80 Cutler Mill Road, Suite 311
Great Rock, NY 11021
158,731
SIGNATURE PAGE B
FOR MEDICALOGIC COMMON STOCK INVESTORS
Signature
Address for Notices
Number of Shares
- ---------------------------------
MARK A. LEAVITT
8288 SW Mapleridge Drive
Portland, OR 97225
- ---------------------------------
RICHARD SAMCO
5822 SW Sheridan Ct
Portland, OR 97221
970,305
SEQUOIA CAPITAL GROWTH FUND
By:_______________________________
Its:_______________________________
Printed Name:______________________
Sequoia Capital Growth Fund
c/o Sequoia Capital
3000 Sand Hill Road, #4-280
Menlo Park, CA 94025
Attn: Mark Stevens
280,131
SEQUOIA TECHNOLOGY PARTNERS III
By:_______________________________
Its:_______________________________
Printed Name:______________________
Sequoia Technology Partners III
c/o Sequoia Capital
3000 Sand Hill, #4-280
Menlo Park, CA 94025
Attn: Mark Stevens
17,881
NEW ENTERPRISE ASSOCIATES IV, LP
By:_______________________________
Its:_______________________________
Printed Name:______________________
New Enterprise Associates IV, LP
c/o New Enterprises Associates
2490 Sand Hill Road
Menlo Park, CA 94025
Attn: Ron Kase
373,012
STANFORD UNIVERSITY
By:_______________________________
Its:_______________________________
Printed Name:______________________
Stanford University
2770 Sand Hill Road
Menlo Park, CA 94025
31,250
SIGNATURE PAGE C
FORMER MEDSCAPE INVESTOR STOCKHOLDERS
(SERIES C STOCK)
Signature
Address for Notices
Number of Shares
- ----------------------------------
ESTHER DYSON
Esther Dyson
Edventure Holdings
104 Fifth Avenue, 20th Floor
New York, NY 10011-6901
Fax: (212) 924-0240
29,137.5
APA EXCELSIOR IV, L.P.
By:_______________________________
Its:_______________________________
Printed Name: Alan J. Patricof
Alan J. Patricof
Patricof & Co. Ventures, Inc.
445 Park Avenue
New York, NY 10022
Fax: (212) 319-6155
487,412.5
COUTTS & CO. (CAYMAN) LTD., c/o
APA EXCELSIOR IV/OFFSHORE, L.P.
By:_______________________________
Its:_______________________________
Printed Name: Alan J. Patricof
Alan J. Patricof
Patricof & Co. Ventures, Inc.
445 Park Avenue
New York, NY 10022
Fax: (212) 319-6155
86,015
PATRICOF PRIVATE INVESTMENT CLUB, L.P.
By:_______________________________
Its:_______________________________
Printed Name: Alan J. Patricof
Alan J. Patricof
Patricof & Co. Ventures, Inc.
445 Park Avenue
New York, NY 10022
Fax: (212) 319-6155
9,322.5
CSK VENTURE CAPITAL CO., LTD., AS INVESTMENT MANAGER FOR CSK-1(A) INVESTMENTFUND
By:_______________________________
Its: Managing Director
Printed Name: Kinya Nakagome
Kenji Suzuki
CSK Corporation
Kenchikukaikan, 7F
5-26-20 Shiba, Minato-Ku
Tokyo 108-0014 JAPAN
Fax: 011-81-3-3457-7070
388,500
CSK VENTURE CAPITAL CO.,LTD.,AS INVESTMENT MANAGER FOR CSK-1(B) INVESTMENT FUND
By:_______________________________
Its: Managing Director
Printed Name: Kinya Nakagome
Kenji Suzuki
CSK Corporation
Kenchikukaikan, 7F
5-26-20 Shiba, Minato-Ku
Tokyo 108-0014 JAPAN
Fax: 011-81-3-3457-7070
388,500
CSK VENTURE CAPITAL CO., LTD., AS INVESTMENT MANAGER FOR CSK-2 INVESTMENT FUND
By:_______________________________
Its: Managing Director
Printed Name: Kinya Nakagome
Kenji Suzuki
CSK Corporation
Kenchikukaikan, 7F
5-26-20 Shiba, Minato-Ku
Tokyo 108-0014 JAPAN
Fax: 011-81-3-3457-7070
388,500
MEDIA TECHNOLOGY VENTURES, L.P.
By:_______________________________
Its: Managing Member of the General Partner
Printed Name: Barry M. Weinman
Barry Weinman
Media Technology Ventures, L.P.
One First Street, Suite 2
Los Altos, CA 94022
Fax: (650) 949-8510
1,548,535
MEDIA TECHNOLOGY VENTURES ENTREPRENEURS FUND, L.P.
By:_______________________________
Its: Managing Member of the General Partner
Printed Name: Barry M. Weinman
Barry Weinman
Media Technology Ventures, L.P.
One First Street, Suite 2
Los Altos, CA 94022
Fax: (650) 949-8510
199,977.5
ROBERT A. BERNHARD, WILLIAM L. BERNARD, FRANK A. WEIL, AND LAWRENCE B.
BUTTENWEISER, TRUSTEES U/A/ DATED 9/3/64 F/B/O ROBERT A.
BERNHARD FAMILY
By:_______________________________
Its: Trustee
Printed Name: Robert A. Bernhard
Robert Bernhard
c/o Bernhard Management
6 East 43rd Street, 28th Floor
New York, NY 10017
Fax: (212) 986-8178
87,412.5
ROBERT A. BERNHARD, WILLIAM L. BERNHARD, JOHN L. LOEB, AND BENJAMIN J.
BUTTENWEISER, TRUSTEES U/W/D/ DORTOTHY L. BERNHARD F/B/0
ROBERT A. BERNHARD ARTICLE 9TH
By:_______________________________
Its: Trustee
Printed Name: Robert A. Bernhard
Robert Bernhard
c/o Bernhard Management
6 East 43rd Street, 28th Floor
New York, NY 10017
Fax: (212) 986-8178
87,412.5
WORMSER FRERES
By:_______________________________
Its: Administrateur Wormser Freres, Paris
Printed Name: Marcel Wormser
Marcel Wormser
Wormser Freres
Banque D'Escompte
13 Boulevard Hausssman
75009 Paris, FRANCE
Fax: 011-33-1-45233752
291,375
CIBC OPPENHEIMER CORP.
By:_______________________________
Its:_______________________________
Printed Name:______________________
Nathan Gantcher
Managing Director
CIBC Oppenheimer Corp.
CIBC Oppenheimer Tower
World Financial Center
200 Liberty Street
New York, NY 10281
174,825
- ----------------------------------
ROGER MULVIHILL
Roger Mulvihill
c/o Dechert, Price & Rhoads
30 Rockefeller Plaza, 23rd Floor
New York, NY 10112
Fax: (212) 698-3599
8,742.5
- ----------------------------------
MARY MULVIHILL
Mary Mulvihill
c/o Dechert, Price & Rhoads
30 Rockefeller Plaza, 23rd Floor
New York, NY 10112
Fax: (212) 698-3599
20,395
RHL VENTURES LLC
By:_______________________________
Its:_______________________________
Printed Name:______________________
Robert Lessin
RHL Ventures LLC
131 South Woodland Street
Englewood, NJ 07631
145,687.5
TOLEDOT INVESTMENTS, L.P.
By:_______________________________
Its: General Partner
Printed Name: Richard Linhart
Richard Linhart
155 West 70th Street
Penthouse 4C
New York, NY 10023
29,137.5
- ----------------------------------
RICHARD LINHART
Richard Linhart
155 West 70th Street
Penthouse 4C
New York, NY 10023
29,137.5
- ----------------------------------
VICTOR SCARAVILLI
Victor Scaravilli
c/o Mole Constructors
29100 Hall Street
Solon, OH 44139-3090
Fax: (440) 248-8132
58,275
BE PARTNERS
By:_______________________________
Its: Partner
Printed Name: Timothy Sommerfield
Timothy Sommerfield
BE Partners
440 So. LaSalle Street
Suite 2118
Chicago, IL 60605
Fax: (312) 663-4435
58,275
- ----------------------------------
MARK BRAUNSTEIN, M.D.
Mark Braunstein
c/o Patient Care Technologies
2 Executive Park West NE
Atlanta, GA 30329
Fax: (404) 235-7839
29,137.5
TBG INFORMATION INVESTORS, L.L.C.
By:_______________________________
Its: Chairman & CEO
Printed Name: Oakleigh Thorne
Oakleigh Thorne
TBG Information Investors, LLC
270 East Westminster, 2nd Floor
Lake Forest, IL 60045
Fax: (847) 234-4722
1,748,252.5
Signature
ddress for Notices
Number of Shares
- -------------------------------
JEFFREY L. DREZNER, M.D., PH.D.
Jeffrey L. Drezner, M.D., Ph.D.
10819 Pleasant Hill
Potomac, MD 20854
Fax: (301) 299-1124
608,478.333
SIGNATURE PAGE D
FORMER MEDSCAPE INVESTOR STOCKHOLDERS
SERIES D PREFERRED STOCK
Signature
Address for Notices
umber of Shares
CSK VENTURE CAPITAL CO., LTD. AS INVESTMENT MANAGER FOR CSK-1(B) INVESTMENT FUND
By:_______________________________
Its: Managing Director
Printed Name: Kinya Nakagome
Kenji Suzuki
CSK Corporation
Kenchikukaikan, 7F
5-26-20 Shiba, Minato-Ku
Tokyo 108-0014 JAPAN
Fax: 011-81-3-3457-7070
71,105
CSK VENTURE CAPITAL CO., LTD. AS INVESTMENT MANAGER FOR CSK-2 INVESTMENT FUND
By:_______________________________
Its: Managing Director
Printed Name: Kinya Nakagome
Kenji Suzuki
CSK Corporation
Kenchikukaikan, 7F
5-26-20 Shiba, Minato-Ku
Tokyo 108-0014 JAPAN
Fax: 011-81-3-3457-7070
71,105
CSK VENTURE CAPITAL CO., LTD. AS INVESTMENT MANAGER FOR CSK-1(A) INVESTMENT FUND
By:_______________________________
Its: Managing Director
Printed Name: Kinya Nakagome
Kenji Suzuki
CSK Corporation
Kenchikukaikan, 7F
5-26-20 Shiba, Minato-Ku
Tokyo 108-0014 JAPAN
Fax: 011-81-3-3457-7070
71,102.5
HEARST COMMUNICATIONS, INC.
By:_______________________________
Its: Senior Vice President
Printed Name: Kenneth A. Bronfin
Kenneth Bronfin
Hearst Communications, Inc.
959 8th Avenue, Suite 257
New York, NY 10019
Fax: (212) 582-7739
213,312.5
WORMSER FRERES
By:_______________________________
Its: Administrator, Wormser Freres, Paris
Printed Name: Marcel Wormser
Marcel Wormser
Wormser Freres
Banque D'Escompte
13 Boulevard Hausssman
75009 Paris, FRANCE
Fax: 011-33-1-45233752
127,987.5
MEDIA TECHNOLOGY VENTURES, L.P.
By:_______________________________
Its: Managing Member of the General Partner
Printed Name: Barry M. Weinman
Barry Weinman
Media Technology Ventures, L.P.
One First Street, Suite 2
Los Altos, CA 94022
Fax: (650) 949-8510
188,920
MEDIA TECHNOLOGY VENTURES, ENTREPRENEURS FUND, L.P.
By:_______________________________
Its: Managing Member of the General Partner
Printed Name: Barry M. Weinman
Barry Weinman
Media Technology Ventures, L.P.
One First Street, Suite 2
Los Altos, CA 94022
Fax: (650) 949-8510
24,392.5
APA EXCELSIOR IV, L.P.
By: APA EXCELSIOR IV PARTNERS, L.P., its General Partner
By: PATRICOF & CO. MANAGERS, INC., its General Partner
By:_______________________________
Its: Chairman
Printed Name: Alan J. Patricof
Alan J. Patricof
Patricof & Co. Ventures, Inc.
445 Park Avenue
New York, NY 10022
Fax: (212) 319-6155
178,412.5
COUTTS & CO. (CAYMAN) LTD., c/o APA EXCELSIOR IV/OFFSHORE, L.P.
By: PATRICOF & CO. VENTURES, INC., its Investment Advisor
By:_______________________________
Its: Chairman
Printed Name: Alan J. Patricof
Alan J. Patricof
Patricof & Co. Ventures, Inc.
445 Park Avenue
New York, NY 10022
Fax: (212) 319-6155
31,487.5
PATRICOF PRIVATE INVESTMENT CLUB, L.P.
By: APA EXCELSIOR IV PARTNERS, L.P., its General Partner
By: PATRICOF & CO. MANAGERS, INC., its General Partner
By:_______________________________
Its: Chairman
Printed Name: Alan J. Patricof
Alan J. Patricof
Patricof & Co. Ventures, Inc.
445 Park Avenue
New York, NY 10022
Fax: (212) 319-6155
3,412.5
WESTON PRESIDIO CAPITAL II, L.P.
By: WESTON PRESIDIO CAPITAL MANAGEMENT II, LP, its General Partner
By:_______________________________
Its:_______________________________
Printed Name:______________________
Carlo A. von Schroeter
Weston Presidio Capital
One Federal Street, 21st Floor
Boston, MA 02110-2004
Fax: (617) 988-2515
639,932.5
WESTON PRESIDIO CAPITAL III, L.P.
By: WESTON PRESIDIO CAPITAL MANAGEMENT III, LLC, its General Partner
By:_______________________________
Its:_______________________________
Printed Name:______________________
Carlo A. von Schroeter
Weston Presidio Capital
One Federal Street, 21st Floor
Boston, MA 02110-2004
Fax: (617) 988-2515
1,015,980
WPC ENTREPRENEUR FUND, L.P.
By: WESTON PRESIDIO CAPITAL MANAGEMENT III, LLC, its General Partner
By:_______________________________
Its:_______________________________
Printed Name:______________________
Carlo A. von Schroeter
Weston Presidio Capital
One Federal Street, 21st Floor
Boston, MA 02110-2004
Fax: (617) 988-2515
50,572.5
HIGHLAND ENTREPRENEURS' FUNDS IV, LIMITED PARTNERSHIP
By: HIGHLAND MANAGEMENT PARTNERS IV LLC, its General Partner
By:_______________________________
Its: Member
Printed Name:______________________
Wycliffe K. Grousbeck
Highland Capital Partners
Two International Place
22nd Floor
Boston, MA 02110
Fax: (617) 531-1550
1,638,225
HIGHLAND ENTREPRENEUR' FUNDS IV, LIMITED PARTNERSHIP
By: HIGHLAND ENTREPRENEURS' FUND IV LLC, its General Partner
By:_______________________________
Its: Member
Printed Name:______________________
Wycliffe K. Grousbeck
Highland Capital Partners
Two International Place
22nd Floor
Boston, MA 02110
Fax: (617) 531-1550
68,260
SIGNATURE PAGE E
FORMER MEDSCAPE INVESTOR STOCKHOLDERS
SERIES E PREFERRED STOCK
Signature
Number of Shares
NATIONAL DATA CORPORATION
By:_______________________________
Its:_______________________________
Printed Name:______________________
Walter M. Hoff
National Data Corporation
Natioanl Data Plaza
Atlanta, GA 30329
Fax: (404) 728-2988
2,193,750 [1]
LAZARD FRERES & CO. LLC
By:_______________________________
Its:_______________________________
Printed Name:______________________
Stephen H. Sands
Managing Director
Lazard Freres & Co., LLC
30 Rockefeller Plaza
New York, NY 10020
Fax: (212) 332-8365
56,250 [2]
SIGNATURE PAGE F
FORMER MEDSCAPE EXISTING STOCKHOLDERS
SERIES A PREFERRED STOCK
Signature
Address for Notices
Number of Shares
APA EXCELSIOR FUND I
By:_______________________________
Its:_______________________________
Printed Name: Alan J. Patricof
Alan J. Patricof
Patricof & Co. Ventures, Inc.
445 Park Avenue
New York, NY 10022
Fax: (212) 319-6155
1,970,500
CLASS A COMMON STOCKHOLDER
- ------------------------
PETER M. FRISHAUF
Peter M. Frishauf
Medscape, Inc.
134 West 29th Street
New York, NY 10001
Fax: (212) 760-3141
1,079,000
SIGNATURE PAGE G
FOR CBS AND AOL
Signature
Address for Notices
Number of Shares
CBS CORPORATION
By:_______________________________
Its:_______________________________
Printed Name: Fredric G. Reynolds
Fredric G. Reynolds
CBS Corporation
51 West 52nd Street
New York, NY 10019
Fax: (212) 975-9191
13,938,368
AMERICA ONLINE, INC.
By:_______________________________
Its:_______________________________
Printed Name:
Doug S. Phillips
America Online, Inc.
22000 AOL Way
Dulles, VA 20166
Fax: (703) 265-2208
2,704,316
SIGNATURE PAGE H
FORMER MEDSCAPE INVESTOR STOCKHOLDER WITH
RIGHTS UNDER SECTION 13 OF THE 1999 MEDSCAPE AGREEMENT
Signature
Address for Notices
Number of Shares
- -------------------------------
JEFFREY L. DREZNER, M.D., PH.D.3
Jeffrey L. Drezner, M.D., Ph.D.
10819 Pleasant Hill
Potomac, MD 20854
Fax: (301) 299-1124
608,478.333
3Excludes 1,216,956.66 restricted shares which have not yet vested.