Software & Programming

RESTRUCTURING AGREEMENT

    RESTRUCTURING AGREEMENT dated as of November 7, 2001, among Medicalogic/Medscape, Inc., an Oregon corporation (the "Parent"), Medscape, Inc., a Delaware corporation (the "Company"), Viacom Inc., a Delaware corporation (as successor to CBS Corporation, "Viacom") and CBS Worldwide Inc., a Delaware corporation ("Worldwide").

    WHEREAS, Viacom owns 4,695,892 shares (the "Viacom Owned Common Stock") of Common Stock of the Parent, no par value (the "Common Stock");

    WHEREAS, the Company and Viacom are parties to (i) the Common Stock Purchase Agreement dated as of July 4, 1999, as amended (the "Purchase Agreement"), (ii) the Advertising and Promotion Agreement dated as of August 3, 1999 (the "Advertising Agreement") and (iii) together with Worldwide, the Trademark and Content Agreement dated as of August 3, 1999 (the "Trademark Agreement");

    WHEREAS, (i) the Parent, the Company and Viacom are parties to the Nomination and Participation Agreement, dated as of May 12, 2000 (the "Nomination Agreement") and (ii) the Parent, Viacom and certain other shareholders of the Parent are parties to the 2001 Third Amended and Restated Investor Rights Agreement dated as of January 24, 2001 (the "Investor Rights Agreement");

    WHEREAS, Viacom wishes to reconvey to the Parent, and the Parent wishes to acquire from Viacom, the Viacom Owned Common Stock, on the terms and conditions set forth herein;

    WHEREAS, Viacom, the Parent, Worldwide and the Company, as applicable, wish to terminate the Purchase Agreement, the Advertising Agreement, the Trademark Agreement, the Nomination Agreement and, as between the Parent and Viacom, the Investor Rights Agreement, in each case on the terms and conditions set forth herein;

    WHEREAS, Viacom will pay the Parent $10,000,000 in connection with the transactions contemplated by this Agreement;

    WHEREAS, pursuant to the Trademark Agreement, the Company and Worldwide have agreed that the New Mark (as defined in the Trademark Agreement) is HEALTH WATCH and, to enable the parties to use the New Mark, Viacom entered into an agreement with Health Watch Information and Promotion Service Inc. (the "Healthwatch Agreement"). Under the Healthwatch Agreement, Viacom purchased the URL "www.healthwatch.com" and was granted a license to use the registered trademarks HEALTH WATCH and design (USPTO Reg. No. 2188951) and HEALTH WATCH (USPTO Reg. No. 2183573) for providing health related information using the marks in combination with the CBS Marks (as defined in the Trademark Agreement). The parties have further agreed that the New Mark URLS (as defined in the Trademark Agreement) are the URLs set forth on Part I of Schedule I hereto and the New Mark Brands (as defined in the Trademark Agreement) are the New Mark URLs and the additional URLs set forth on Part II of Schedule I hereto. The parties established "cbshealthwatch. com" as the Identifying URL (as defined in the Trademark Agreement) and the other New Mark URLs link to the Identifying URL. The parties also established a link from "www.medscape.com" to the Identifying URL; and

    WHEREAS, in order to ensure an orderly transition for users of the Consumer Health Site (as defined in the Trademark Agreement), to effectuate the terminations provided for herein, and to allow the Company to preserve good relations with its customers and vendors, the parties have agreed to certain transition provisions on the terms and conditions set forth herein.

    NOW, THEREFORE, in consideration of the premises and of the mutual covenants, representations, warranties and agreements herein contained, the parties hereto agree as follows:

    Section 1. Termination.  Effective as of the Closing, the Purchase Agreement, the Advertising Agreement, the Trademark Agreement (subject to Section 5 of this Agreement), the Nomination