Common use of Access to Licensed Data Clause in Contracts

Access to Licensed Data. (1) Healtheon will provide Quintiles access to and copies of the Licensed Data in compliance and conformity with the Access Specifications at all times as of and after the Effective Time; provided, however, that Healtheon will not be required to provide Licensed Data solely to the extent Healtheon is specifically prohibited from doing so by: (A) any Transaction Business Service Agreement in effect as of the Effective Time (including without limitation any acquired by Healtheon by virtue of the Envoy Merger), provided Healtheon complies with the procedures required by Section 2.4 with respect to securing data use rights in current service agreements; (B) any future Transaction Business Service Agreement (or any amendment to any existing Transaction Business Service Agreement) or any future request by any existing or future Transaction Business client to discontinue use of such client's data, provided Healtheon has complied with the procedures required by Section 2.4 with respect to securing data use rights in future service agreements; or (C) any applicable Law, provided Healtheon has complied with the procedures required by subsection (c) below concerning applicable Laws. For the avoidance of doubt, Healtheon shall not be entitled to withhold Licensed Data except as and to the extent specifically provided in subsections (1)(A) - (C) above or in subsection (d) below concerning defaults in Quintiles' payment obligations. (2) Quintiles and Healtheon agree to interpret the data rights provisions in all Envoy Transaction Business Service Agreements in effect as of the Effective Time in a manner consistent with Envoy's historical interpretation practices absent a breach of the warranty by Quintiles in Section 2.5(b)(2), developments in applicable Law or specific requests or challenges by clients, in which cases Section 2.2(c) or (d) shall apply, respectively.