A.D.A.M., Inc., (Nasdaq: ADAM) announced today that its Board of Directors has adopted a Shareholder Rights Plan designed to ensure the Company’s shareholders receive fair and equal treatment in the event an unsolicited attempt is made to acquire the Company. The Shareholder Rights Plan, which was not adopted in response to any known proposal to acquire control of the Company, is designed to enhance A.D.A.M.’s ability to negotiate with any prospective acquiror and to deter unilateral actions by hostile acquirors that could deprive the Company's Board of Directors and shareholders of their ability to determine the destiny of the Company and obtain the highest price for shareholders' common stock. A.D.A.M.’s shareholder rights plan is similar to plans adopted by many other publicly traded companies.

Under the Shareholder Rights Plan, shareholders of record at the close of business on July 31, 2009 will receive one share purchase right for each share of A.D.A.M. common stock held on that date. The Rights, which will initially trade with the Company’s common stock, represent the right to purchase one one-thousandth of a share of Series B Preferred Stock at $12.00 per Right that becomes exercisable when a person or group acquires 15% or more of A.D.A.M.’s common stock without prior Board of Directors approval. In that event, the Rights permit A.D.A.M. shareholders, other than the acquiror, to purchase A.D.A.M. common stock having a market value of twice the exercise price of the Rights, in lieu of the Preferred Stock. Alternatively, when the Rights become exercisable, the Board of Directors may authorize the issuance of one share of A.D.A.M. common stock in exchange for each Right that is then exercisable. In addition, in the event of certain business combinations, the Rights permit the purchase of the common stock of an acquiror at a 50% discount. Rights held by the acquiror will become null and void in each case. Prior to a person or group acquiring 15%, the Rights can be redeemed for $0.01 each by action of A.D.A.M.’s Board of Directors.

The Rights expire on June 29, 2019. The Shareholder Rights Plan includes a requirement that a committee of independent directors evaluate the Shareholder Rights Plan at least every three years.