SecProbe.io

CORRESP
1
filename1.htm

SEC CORRESPONDENCE

November 17, 2005

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-5546

Mail Stop 5546

Attention: Ms. Cecilia D. Blye & Mr. James Lopez

Emdeon Corporation (f/k/a WebMD Corporation)

Form 10-K for the Fiscal Year Ended December 31, 2004

Filed March 16, 2005

File No. 000-24975

     We refer to the comments of the Staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) in a letter to Emdeon Corporation (f/k/a WebMD Corporation)
(the “Company”) dated November 10, 2005, with respect to the Form 10-K for the fiscal year ended
December 31, 2004 (the “Form 10-K”), filed by the Company with the Commission under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), on March 16, 2005. The
Staff’s comments are repeated below in bold for your reference.

     In connection with responding to the Staff’s comments, the Company hereby acknowledges that it
is responsible for the adequacy and accuracy of the disclosure in its filings, including in the
Form 10-K; the Staff’s comments and the changes to the disclosure in its filings in response to the
Staff’s comments do not foreclose the Commission from taking any action with respect to its
filings; and the Company may not assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

General

    1.

    Please refer to prior comment two from our letter dated September 29, 2005. We note your
letter dated October 20, 2005 and the quantitative analysis underlying your assessment of the
materiality of your operations in Iran. Please also address the materiality of your
operations in Iran, and whether they constitute a material investment risk for your security
holders, in light of all relevant qualitative factors, including the potential impact on your
reputation and share value of your contacts with a country identified as a state sponsor of
terrorism and subject to U.S. economic sanctions. Provide us with both your conclusions and
the analysis underlying your conclusions.

     The Company notes the Staff’s comments and respectfully advises the Staff that the Company
does not believe its sales of medical products to a distributor in Iran pose a material investment
risk to its security holders. The Company’s wholly-owned subsidiary, Porex Surgical Inc.
(“Porex”) manufactures MEDPOR® Facial Implants, which surgeons use to provide
structural support for cosmetic facial surgery, for facial repair following trauma and for
corrections of congenital defects.

     As stated in our prior letter, Porex obtained a license (No. IA-7500) in August 2005 from the
Office of Foreign Assets Control of the Department of the Treasury (the “OFAC License”) to
enter into contracts for the sale and export of MEDPOR® Facial Implants to Axis Bina
Inc. PJS., a distributor of medical products in Iran. Porex intends to make sales only through the
distributor identified in the OFAC License pursuant to the terms of the OFAC License, and not in
violation of U.S. economic sanctions. As previously noted, Porex’s sales under the OFAC License
are expected to be quantitatively de minimis for the Company. Qualitatively, the Company believes
that, because Porex was able to obtain the OFAC License and for the same reasons that such licenses
are made available by the Department of the Treasury for medical products under appropriate
circumstances, there are no material risks to the Company, reputational or otherwise, in respect of
its sales under the OFAC License. The MEDPOR® Facial Implants are strictly used for
medical purposes and do not have an alternative use. As a result, the Company believes that sales
of MEDPOR® Facial Implants in Iran under the OFAC License will not adversely impact its
reputation and do not present a material investment risk for the Company’s security holders.

* * * * * * *

     Thank you for your prompt attention to the Company’s responses to the Staff’s comments. If
the Staff has any further questions or comments concerning these responses, or if you require
additional information, please feel free to contact me at (212) 848-7325.

    Very truly yours,

    /s/ Stephen T. Giove

    Stephen T. Giove

    cc:

    Mr. Andrew C. Corbin

Executive Vice President

and Chief Financial Officer

    Charles A. Mele,

Executive Vice President, General Counsel

and Secretary

    Lewis H. Leicher

Senior Vice President and

Assistant General Counsel