EX-10.46 EMPLOYMENT AGMT 8-20-2001

Exhibit 10.46

[WebMD Letterhead]

August 20, 2001

Wayne Gattinella
257 Riversville Road
Greenwich, CT 06831

Dear Wayne:

I am pleased to provide you this letter, which sets forth the terms of your employment with WebMD Corporation (the “Company”).

Agreed To:

/s/ Wayne Gattinella

ANNEX A

“Cause” means your conviction of, or plea of guilty to, a felony or act of fraud directed against the Company or that is demonstrably injurious to the Company or any of its subsidiaries or affiliates.

“Good Reason” means (a) a substantive and material reduction in your duties (not including a change in title or reporting hierarchy), (b) a reduction in your base salary, or (c) the relocation of your principal place of employment to a location that is more than sixty miles from your current residence in Greenwich, Connecticut, provided in the case of each of (a), (b) and (c) that you provide the Company with written notice of the occurrence of such “Good Reason” event and such event is not cured by the Company within 60 days of such notice.

A “Change of Control” of the Company shall be deemed to have occurred if:

KEY EMPLOYEE AGREEMENT

     In consideration of my employment by WebMD Corporation, and any of its corporate parents, subsidiaries, divisions, or affiliates, or the successors or assigns of any of the foregoing (hereinafter collectively referred to as “Employer”), I hereby agree as follows:

     1. Property Rights. All data, concepts, ideas, designs, findings, discoveries, inventions, improvements, advances, methods, formulas, plans, programs (computer or otherwise), practices, techniques, developments and relationships with customers and prospective customers relating in any way to the present and/or contemplated products, services, or business of the Employer (collectively “Developments”) that I may conceive, make, invent or suggest as a result of my employment by the Employer, whether acting alone or in conjunction with others, shall be the sole and absolute property of the Employer free of any rights of any kind on my part. During my employment and thereafter, I will promptly make full disclosure of all Developments to the Employer. I agree to do all acts and things (including, among others, the execution and delivery of patent and copyright applications and instruments of assignment) deemed by the Employer to be necessary or desirable at any time in order to effect the full assignment to the Employer of my rights, if any, to such Developments.

     2. Covenant Against Use and Disclosure. I recognize that in connection with my employment, I may learn of, and/or it may be desirable or necessary for the Employer to disclose to me confidential information (“Confidential Information”). I understand that Confidential Information is valuable and proprietary to the Employer (or to third parties that have entrusted the Confidential Information to the Employer). I agree that, except as required by my employment with the Employer, I will not at any time, directly or indirectly, use, publish, communicate, describe, disseminate, or otherwise disclose Confidential Information to any person or entity without the express prior written consent of the Employer. The term Confidential Information shall include, but shall not be limited to: (a) specifications, manuals, software in various stages of development; (b) customer and prospect lists, and details of agreements and communications with customers and prospects; (c) sales plans and projections, product pricing information, acquisition, expansion, marketing, financial and other business information and existing and future products and business plans of the Employer; (d) sales proposals, demonstrations systems, sales material; (e) research and development; (f) computer programs; (g) sources of supply; (h) identity of specialized consultants and contractors and Confidential Information developed by them for the Employer; (i) purchasing, operating and other cost data; (j) special customer needs, cost and pricing data; and (k) employee information (including, but not limited to, personnel, payroll, compensation and benefit data and plans), including all such information recorded in manuals, memoranda, projections, reports, minutes, plans, drawings, sketches, designs, formula books, data, specifications, software programs and records, whether or not legended or otherwise identified by the Employer as Confidential Information, as well as such information that is the subject of meetings and discussions and not recorded. Confidential Information shall not include such information that is generally available to the public (other than as a result of a disclosure by me) or that is disclosed to me by a third party under no obligation to keep such information confidential.

     3. Return of Documents. Upon the termination of my employment with the Employer or upon the Employer’s request, whichever is sooner, I shall immediately deliver to the Employer all plans, designs, drawings, specifications, listings, manuals, records, notebooks, and similar repositories of or containing Confidential Information or other data relating to the Employer’s products, services, or business then in my possession or control or available from other persons receiving such documents from me, whether prepared by me or others. I shall not retain any copies or abstracts of any such documents.

     4. Restrictions Against Solicitation and Inducement. During my employment and for a period of one (1) year after the termination of my employment, for any reason, I will not, on behalf of myself or any other person, firm, or organization, directly or indirectly, (i) induce, or attempt to induce any employees or consultants of the Employer to do anything from which I am restricted by reason of this Agreement, (ii) offer or aid others to offer employment to, or hire, any employees or consultants of the Employer, and/or (iii) contact or solicit any of the Employer’s customers or targeted potential customers for the purpose of offering products or services that directly or indirectly compete or interfere with the business of the Employer.

     5. Restrictions on Competitive Employment. During my employment and for a period of one (1) year after the termination of my employment, for any reason, I will not (as principal, agent, employee, consultant or otherwise), anywhere in the United States and Canada, directly or indirectly, without the prior written approval of the Employer, (i) engage in competition with the Employer or (ii) develop products or services which are competitive with those of the Employer on or prior to the date of termination (collectively, “Competitive Business”). Notwithstanding the foregoing, I understand that I may have an interest consisting of publicly traded securities constituting less than 1 percent of any class of publicly traded securities in any public company engaged in a Competitive Business so long as I am not employed by and do not consult with, or become a director of or otherwise engage in any activities for, such company. The one year period referred to above shall be extended by the length of any period during which I am in breach of the terms of this paragraph.

     6. Compliance Not Contingent Upon Additional Consideration. I have not been promised, and I shall not claim, any additional or special payment for any of the covenants and agreements contained in this Agreement.

     7. Continuation of Employment. Except as may be limited by the letter agreement dated August 20, 2001 between the Company and me, this Agreement does not constitute a contract of employment or an implied promise to continue my employment or status with the Employer; nor does this Agreement affect my rights or the rights of the Employer to terminate my employment status at any time with or without cause.

     8. Severability. In light of the possibility of a change of conditions or differing interpretations by a court of what is fair and reasonable, I agree that if any one or more of the terms, provisions, covenants, or restrictions of this Agreement shall be determined by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and

shall in no way be affected, impaired, or invalidated; further, if any one or more of the terms, provisions, covenants or restrictions contained in this Agreement shall for any reason be determined by a court of competent jurisdiction to be excessively broad as to duration, geographical scope, activity, or subject, it shall be construed, by limiting or reducing it, so as to be enforceable to the maximum extent compatible with then applicable law.

     9. Acknowledgment of Federal Securities Laws. I acknowledge that in the course of my employment with the Employer, I may have received, and may hereafter receive, material non-public information about the Employer which may include possible transactions involving the Employer which have not been publicly disclosed, such as potential acquisitions or other business ventures. If I receive or become aware of any confidential information concerning another company or its business in connection with any such transaction, I agree to hold that information in confidence to the same extent that the Employer is required to do so. I AGREE THAT I WILL NOT DISCLOSE INFORMATION REGARDING ANY SUCH TRANSACTION OR ANY SUCH CONFIDENTIAL INFORMATION TO ANY THIRD PARTY INCLUDING ANY SPOUSE OR FAMILY MEMBERS. I HAVE ALSO BEEN REMINDED THAT TRADING SECURITIES OF THE EMPLOYER OR ANY OTHER PUBLIC COMPANY WHILE IN THE POSSESSION OF NON-PUBLIC MATERIAL INFORMATION MAY CONSTITUTE A VIOLATION OF FEDERAL SECURITIES LAWS. I also confirm that I will not trade in any securities of the Employer while in possession of material non-public information, or its affiliates or any other company which may be involved in such transaction, or disclose such material non-public information to any third party, unless and until I receive permission from General Counsel of the Employer.

     10. Governing Law. This Agreement shall be construed in accordance with and governed for all purposes by the laws and public policy of the State of New Jersey, without regard to principles of conflict of laws. I acknowledge that breach of this Agreement would cause grave and irreparable injury to the Employer which would not be compensable in money damages, and therefore, in addition to the Employer’s other express or implied remedies, the Employer shall be entitled to injunctive and other equitable relief to prevent any actual intended or likely injuries that may result from such breach. However, nothing in this Agreement shall limit any other right or remedy to which the Employer may be entitled.