1326583--2/29/2008--WebMD_Health

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{tax, income, asset}

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Failure to maintain and enhance the WebMD brand could have a material adverse effect on our business Our online businesses have a limited operating history Our failure to attract and retain qualified executives and employees may have a material adverse effect on our business If we are unable to provide healthcare content for our offline publications that attracts and retains users, our revenue will be reduced The timing of our advertising and sponsorship revenue may vary significantly from quarter to quarter Lengthy sales and implementation cycles for our private online portals make it difficult to forecast our revenues from these applications and may have an adverse impact on our business Our ability to provide comparative information on hospital cost and quality depends on our ability to obtain the required data on a timely basis and, if we are unable to do so, our private portal services would be less attractive to clients Our ability to renew existing licenses with employers and health plans will depend, in part, on our ability to continue to increase usage of our private portal services by their employees and plan members Expansion to markets outside the United States will subject us to additional risks Risks Related to Our Relationships with Clients Developments in the healthcare industry could adversely affect our business We may be unsuccessful in our efforts to increase advertising and sponsorship revenue from consumer products companies We could be subject to breach of warranty or other claims by clients of our online portals if the software and systems we use to provide them contain errors or experience failures Risks Related to Use of the Internet and to Our Technological Infrastructure Any service interruption or failure in the systems that we use to provide online services could harm our business Implementation of additions to or changes in hardware and software platforms used to deliver our online services may result in performance problems and may not provide the additional functionality that was expected If the systems we use to provide online portals experience security breaches or are otherwise perceived to be insecure, our business could suffer Our online services are dependent on the development and maintenance of the Internet infrastructure Risks Related to the Legal and Regulatory Environment in Which We Operate Government regulation of healthcare creates risks and challenges with respect to our compliance efforts and our business strategies Government regulation of the Internet could adversely affect our business We face potential liability related to the privacy and security of personal information we collect from or on behalf of users of our services Failure to maintain our CME accreditation could adversely affect Medscape s ability to provide online CME offerings Government regulation and industry initiatives could adversely affect the volume of sponsored online CME programs implemented through our Web sites or require changes to how Medscape offers CME We may not be successful in protecting our intellectual property and proprietary rights Third parties may claim that we are infringing their intellectual property, and we could suffer significant litigation or licensing expenses or be prevented from providing certain services, which may harm our business Third parties may challenge the enforceability of our online agreements We may be subject to claims brought against us as a result of content we provide Risks Related to the Proposed Merger with HLTH Corporation and to the Existing Relationship between WebMD and HLTH The HLTH Merger will result in a substantial increase in the number of shares of WebMD Common Stock available for trading, which could depress the price of such stock and/or increase the volatility of the price of such stock, both before and after completion of the HLTH Merger The HLTH Merger is subject to closing conditions that, if not satisfied or waived, will result in the HLTH Merger not being completed, which may cause the market price of WebMD Class A Common Stock to decline In the event that HLTH does not sell either ViPS or Porex prior to the closing of the HLTH Merger, WebMD would become exposed to the risks inherent in the ownership of the remaining business We continue to be dependent on HLTH to provide us with services required by us for the operation of our business The concentrated ownership of our common stock by HLTH and certain corporate governance arrangements prevent our other stockholders from influencing significant corporate decisions The interests of HLTH may conflict with the interests of our other stockholders Some of our directors, officers and employees may have potential conflicts of interest as a result of having positions with or owning equity interests in HLTH Provisions in our charter documents and Delaware law may inhibit a takeover, which could adversely affect the value of our Class A Common Stock We may be prevented from issuing stock to raise capital, to effectuate acquisitions or to provide equity incentives to members of our management and Board of Directors We are included in HLTH s consolidated tax return and, as a result, both we and HLTH may use each other s net operating loss carryforwards If certain transactions occur with respect to our capital stock or HLTH s capital stock, we may be unable to utilize our net operating loss carryforwards and tax credits to reduce our income taxes We are included in HLTH s consolidated group for federal income tax purposes and, as a result, may be liable for any shortfall in HLTH s federal income tax payments Other Risks Applicable to Our Company and to Ownership of Our Securities Negative conditions in the market for certain investments may result in us incurring a loss on such investments Acquisitions, business combinations and other transactions may be difficult to complete and, if completed, may have negative consequences for our business and our securityholders

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1326583--2/29/2008--WebMD_Health_Corp.