Exhibit 10.7.1
TEMPORARY BLUE SHIELD LICENSE AGREEMENT
This agreement is by and between Blue Cross and
Blue Shield Association ("BCBSA") and the Blue Shield Plan,
known as Blue Cross and Blue Shield of Missouri (the "Plan").
Preamble
WHEREAS, BCBSA is the owner of the BLUE SHIELD and
the BLUE SHIELD Design service marks (collectively the
"Licensed Marks");
WHEREAS, the Plan had the right to use the Licensed
Marks as service marks for health care plans in its service
area and the right to use BLUE SHIELD in its trade and/or
corporate name (the "Licensed Name");
WHEREAS, BCBSA informed the Plan that the Plan's
Blue Shield License Agreement automatically terminated as a
result of claims made in certain litigation pending among and
between the Plan; Xxx Xxxxxx, in his official capacity as
Director of the Missouri Department of Insurance; and
Xxxxxxxx "Xxx" Xxxxx, in his official capacity as the
Attorney General of the State of Missouri (the "Litigation");
WHEREAS, the Plan has told BCBSA that (i) the Plan
believes that the Litigation has not triggered the automatic
termination provisions of the Plan's Blue Shield License
Agreement and it contends that its Blue Shield License
Agreement remains in full force and effect; and (ii) to
clarify its right to continue to use the Licensed Marks and
Licensed Name, the Plan wishes to receive, and is willing to
accept benefits and rights under, this Temporary Blue Shield
License Agreement;
WHEREAS, BCBSA has determined that it is in the
best interest of the Licensed Marks, BCBSA, and its member
Plans to grant the Plan a temporary Blue Shield license;
NOW THEREFORE, in consideration of the foregoing
and the mutual agreements hereinafter set forth and for other
good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as
follows:
Agreement
1. BCBSA hereby grants the Plan, upon the terms
and conditions of this Temporary Blue Shield License
Agreement ("Temporary License"), the temporary right to use
the Licensed Name in its trade and/or corporate name and the
temporary right to use the Licensed Marks in the sale,
marketing, and administration of health care plans and
related services in its licensed service area. This
Temporary License shall incorporate the terms, covenants,
conditions, and licensed service area of the Plan's Blue
Shield License Agreement (the "Full License"), a current copy
of which is attached as Exhibit A, provided that paragraphs
one through six of this Temporary License shall control to
the extent they conflict with any terms, conditions, or
covenants of the Full License. The terms "Agreement" and
"License Agreement" as used in the Full License shall be
construed to include this Temporary License.
2. The Plan agrees not to bring any claims,
causes of action, actions, suits, or any demands whatsoever
against BCBSA or any of its Member Plans, whether at law or
equity, whether in judicial, arbitral, or alternative fora,
and whether known or unknown, that the Plan now has or may
have had on behalf of itself or any other person or entity at
any time prior to and including the date of this Temporary
License, or hereafter can, shall, or may have or claim to
have, arising out of or in any way related to the
aforementioned automatic termination or any actions taken or
contemplated herein or related thereto, so long as the Plan
remains a licensee pursuant to any temporary Blue Shield
license or any then-effective Full License.
3. The Plan covenants and warrants that: (i)
apart from the Litigation, it is in compliance with all, and
has no plans to engage in conduct that would violate any,
BCBSA rules and regulations, including all provisions of this
Temporary License; and (ii) there is no imminent risk of
dissolution of the Plan or of the appointment of a trustee,
interim trustee, receiver, or other custodian for any of the
Plan's business or property. If any of these covenants and
warranties is inaccurate or breached, BCBSA may terminate
this Temporary License pursuant to a vote of the BCBSA Board
of Directors.
4. The provisions of paragraph 15(d)(i) of the
Full License related to notice to customers, and the
provisions of paragraph 15(d)(iii) of the Full License
related to the reestablishment fee, shall not apply so long
as the Plan remains a licensee pursuant to any temporary Blue
Shield license or the then-effective Full License.
5. This Temporary License shall automatically
terminate upon earlier of (i) the expiration or termination
of the stay of proceedings entered on December 30, 1996, by
the Circuit Court of Xxxx County, Missouri, in the
Litigation; or (ii) the termination of the Litigation. All
provisions for termination of this Temporary License that
require a vote shall be by the vote of the BCBSA Board of
Directors prescribed in Article VI, Section 5 of the BCBSA
Bylaws in effect as of the effective date of this Temporary
License.
6. BCBSA shall award the then-effective Full
License to the Plan effective immediately upon the expiration
or termination of this Temporary License and the satisfaction
of the following conditions as determined by BCBSA: (i) the
Litigation has been addressed to eliminate the risk of
dissolution of the Plan or the appointment of a trustee,
interim trustee, receiver, or other custodian for any of the
Plan's business or property, and in a manner that is in the
best interest of BCBSA, the Licensed Marks, and the Plans;
and (ii) the Plan is in compliance with, and has no plans to
engage in any conduct that would violate, the applicable
BCBSA rules and regulations, including the provisions of the
then-effective Full License.
IN WITNESS WHEREOF, the parties have caused this Temporary
Blue Shield License Agreement to be executed, effective as of
the date of the last signature written below:
BLUE CROSS AND BLUE SHIELD ASSOCIATION
By: /s/ Xxxx X. Xxxxxx
Title: Vice President and Assistant Secretary
Date: February 7, 0000
XXXX XXXXX XXX XXXX XXXXXX XX XXXXXXXX
By: /s/ Xxx X. Xxxxxxxxxx
Title: President and Chief Executive Officer
Date: January 24, 1997
Exhibit A
Previously Filed as Exhibit 10.7
