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Amended And Restated Tax Sharing Agreement

This is an actual contract between HLTH and Webmd Health.

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EXHIBIT 10.1 AMENDED AND RESTATED TAX SHARING AGREEMENT The Tax Sharing Agreement (the " Agreement" ), dated as of September 23, 2005, by and between Emdeon Corporation (formerly known as WebMD Corporation), a Delaware corporation (" Emdeon" ), and WebMD Health Corp., a Delaware corporation (" Health" ), is hereby amended and restated effective for taxable years beginning on and after January 1, 2006. WHEREAS , Emdeon is the common parent corporation of an affiliated group of corporations (within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended (the " Code" )); WHEREAS , Health and the Health Domestic Subsidiaries (as defined below) are members of the affiliated group of which Emdeon is the common parent corporation; WHEREAS , Health has made an initial public offering (the " Offering" ) of its stock as contemplated by the Form S-1 filed with the Securities and Exchange Commission on May 12, 2005, as amended; WHEREAS , the Offering did not cause Health and the Health Domestic Subsidiaries to cease to be members of Emdeon' s consolidated group for federal income tax purposes; WHEREAS , Emdeon, Health and the Health Domestic Subsidiaries will continue to file consolidated federal income tax returns as required by Section 1501 of the Code (" Consolidated Federal Tax Returns" ) and various members of the Emdeon Group (as defined below) will continue to file consolidated, combined or unitary income tax returns in some states, municipalities and non-U.S. jurisdictions (" State, Local or Foreign Tax Returns" ); and WHEREAS , Emdeon, Health, the Health Domestic Subsidiaries and other members of the Emdeon Group desire to agree upon a method for determining the financial consequences to each party resulting from the filing of a consolidated, combined or unitary income tax return; and NOW , THEREFORE , in consideration of the premises and mutual covenants herein contained, the parties hereby agree as follows:1. DEFINITIONS. (a) For purposes of this Agreement, the terms set forth below shall have the following meanings. (i) " Alternative Minimum Tax" shall mean the tax imposed on corporations by Section 55 of the Code. (ii) " Consolidated Federal Tax Liability" shall mean, with respect to any taxable year, the Regular Tax and the Alternative Minimum Tax actually paid by the Emdeon

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Group with respect to such taxable year (without taking into account any carry-backs of tax attributes from later taxable years). (iii) " Federal Tax Liability" of the Health Subgroup shall mean, with respect to any taxable year, an amount equal to the Consolidated Federal Tax Liability multiplied by a fraction, the numerator of which is the Health Subgroup' s Separate Return Tax Liability, and the denominator is the sum of A) the Health Subgroup' s Separate Return Tax Liability and B) the Emdeon Subgroup' s Separate Return Tax Liability. (iv) " Health Domestic Subsidiary" shall mean any Health Subsidiary that would be eligible, from time to time, to join with Health in the filing of a Consolidated Federal Tax Return, with Health as the common parent corporation, if Health and such Health Subsidiary were not members of the Emdeon Group. (v) " Health Subgroup" shall be comprised of Health and the Health Subsidiaries. (vi) " Health Subsidiary" shall mean any corporation (as determined for tax purposes) that is controlled, directly or indirectly, by Health. For this purpose, " control" shall mean ownership of 50% or more of the stock or other equity interests in such corporations in terms of voting power or equity value. (vii) " Health Tax Package" means all information requested by Emdeon, in a format determined by Emdeon, in connection with a Consolidated Federal Tax Return of the Emdeon Group or a State, Local or Foreign Tax Return that includes any member of the Emdeon SubGroup and any member of the Health SubGroup. The Health Tax Package shall be prepared on a basis consistent with the past practices of the Emdeon Group, or any relevant group of corporations with respect to any consolidated, combined or unitary State, Local or Foreign Tax Return. (viii) " Regular Tax" shall mean the tax imposed on corporations by Section 11 of the Code. (ix) " Separate Return Tax Liability" of the Emdeon Subgroup or Health Subgroup shall mean, with respect to any taxable year, the liability for Regular Tax and Alternative Minimum Tax for such taxable year, and any interest, penalties, and other additions to such taxes for such taxable year, computed as if the Emdeon Subgroup or the Health Subgroup, as the case may be, was not part of the Emdeon Group for such taxable year, but rather was a separate affiliated group of corporations filing a Consolidated Federal Tax Return pursuant to Section 1501 of the Code. Such computation shall be made (A) without regard to the income, deductions (including net operating loss and capital loss deductions) and credits in any year of any member of the Emdeon Group which is not a member of the relevant Subgroup, (B) with regard to net operating loss and capital loss carry-forwards from earlier years (but not carry-backs from later years except to the extent permitted by Section 2(g)) of the members of the relevant Subgroup; provided , however that no account shall be taken of any loss carryforward or other tax attribute of the Health Subgroup to the extent the Health Subgroup has previously received payment therefore pursuant to Section 2(iv) below, (C) with regard to the

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minimum tax credits of the relevant Subgroup, (D) as though the highest rate of tax specified in Section 11(b) of the Code were the only Regular Tax rate applicable to the relevant Subgroup and (E) consistent with the past practices of the Emdeon Group; provided , however , that such computation can depart from the past practices of the Emdeon Group in the event of a change in applicable Tax law or if Emdeon is advised by its accountants or counsel that adherence to past practices would have an adverse effect on the Emdeon Group. Transactions between the Health Subgroup and the Emdeon Subgroup that are deferred under the Treasury regulations promulgated pursuant to Section 1502 of the Code shall also be deferred for purposes of this Agreement. (x) " Subgroup" shall mean the Health Subgroup or the Emdeon Subgroup. (xi) " Emdeon Group" shall mean Emdeon, Health, the Health Domestic Subsidiaries and any other corporation (as determined for tax purposes) that is controlled, directly or indirectly, by Emdeon. For this purpose, " control" shall mean ownership of 50% or more of the stock or other equity interests in such corporation in terms of voting power or equity value. (xii) " Emdeon Subgroup" shall be comprised of all members of the Emdeon Group other than the members of the Health Subgroup. (b) For all purposes of this Agreement, unless the context otherwise requires, the definition of terms not defined herein shall be determined by reference to applicable law.2. FEDERAL INCOME TAXES. (a) References . All references in this Section 2 to taxes or matters related to taxes are references to federal income taxes and related federal income tax matters. (b) Tax Sharing . With respect to any taxable year (or portion thereof, if applicable) of the Health Subgroup, Health shall pay to Emdeon an amount equal to the Health Subgroup' s Federal Tax Liability. (c) Estimated Payments . Not later than fifteen days prior to each date on which an estimated federal income tax installment is due (a " Tax Payment Date" ), Emdeon shall determine, and notify Health of, (i) the amount of the applicable required installment of the required annual payment of the Emdeon Group under Section 6655(d) of the Code and (ii) the amount of such required installment calculated by reference to the estimated Federal Tax Liability of the Health Subgroup (such amount, the " Health Subgroup Estimated Payment" ). Health shall then pay to Emdeon, on or before the date which is three business days prior to such Tax Payment Date, the Health Subgroup Estimated Payment. The Health Subgroup Estimated Payment shall be computed in accordance with the past practices of the Emdeon Group except in the event of a change in applicable Tax law, or if Emdeon is advised by its accountants or counsel that adherence to past practices would have an adverse effect on the Emdeon Group. (d) Payment of Taxes at Year-End . (i) Emdeon shall determine, and notify Health of, the Health Subgroup

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Payment within sixty days following the end of the taxable year for which such payment is to be made. On or before the date which is three business days prior to the last date prescribed by law for payment of the Consolidated Federal Tax Liability of the Emdeon Group for such year, Health shall pay to Emdeon an amount equal to the excess, if any, of the Health Subgroup' s Federal Tax Liability over the total Health Subgroup Estimated Payments made by Health with respect to such taxable year. A similar rule shall apply to the extent the amount of the Health Subgroup' s Federal Tax Liability is adjusted at or prior to the time at which the Consolidated Federal Tax Return for such year is filed. (ii) If the aggregate amount of the Health Subgroup Est
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