Exhibit 10.6.3
March 18, 1998
Xxxxxx Xxxxx, Esq.
Interim General Counsel
Blue Cross and Blue Shield of Missouri
0000 Xxxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
RE: BLUE CROSS AND BLUE SHIELD LICENSE AGREEMENTS
Dear Xxxxxx:
Enclosed please find copies of the current Primary and
Controlled Affiliate License Agreements for the Blue Cross
and the Blue Shield names and service marks (the "Marks").
Please have the appropriate people execute these documents
and send two original signed versions of each of them back
to me.
Also, please have the appropriate person at the Plan sign
where indicated at the end of this letter to acknowledge
that BCBSA's Board of Directors conditioned the grant of
these licenses upon the following terms and that the Plan
agrees to these terms:
1. The Plan on its own behalf and on behalf
of its Controlled Affiliates releases
and forever discharges BCBSA, the Member
Plans, their predecessors, successors,
parents, subsidiaries, affiliates,
assigns, agents, directors, officers,
attorneys, or employees, from and
against all actions, causes of action,
claims, suits, debts, damages,
liabilities, judgments, and demands
whatsoever, whether matured or
unmatured, whether at law or in equity,
whether known or unknown, whether fixed
or contingent, whether liquidated or
unliquidated, and whether xxxxxx or
inchoate that the Plan or any of its
Controlled Affiliates has or may have
had at any time prior to and including
the date of this agreement relating to
the termination of their prior licenses
to use the Marks.
2. The Plan and its Controlled Affiliates
are not required to provide notice to
any of their customers or to pay any
termination fee as a result of the
termination of their prior licenses to
use the Marks, as might otherwise be
required under those licenses.
3. The Plan shall continue to provide
BCBSA's General Counsel with updates on
litigation relating to the
reorganization of the Plan and its
Controlled Affiliates and the Plan's
status as a mutual benefit corporation
and with copies of all related
pleadings.
4. The Plan on its own behalf and on behalf
of its licensed Controlled Affiliates
warrants and represents that they are in
compliance with all of BCBSA's
requirements and that there is no
imminent risk of dissolution of the Plan
or any of its licensed Controlled
Affiliates. If at any time after the
effective date of this Agreement the
Plan becomes aware of any event that
indicates the Plan or any of its
licensed Controlled Affiliates is in
imminent danger of dissolution, the Plan
shall immediately notify BCBSA's General
Counsel in writing.
5. Effective upon execution of this
agreement and the attached Primary and
Controlled Affiliate License Agreements,
(i) all existing temporary licenses of
the Plan and its Controlled Affiliates
to use the Marks are terminated, and
(ii) the attached Primary and Controlled
Affiliate License Agreements are
reinstated as if a suit seeking
dissolution of the Plan had been served
but the 130 day period for automatic
termination contained in paragraph
15(a)(vii) of the licenses tolled. This
tolling shall continue as long as the
current stay of proceeding entered on
December 30, 1996 by the Circuit Court
of Xxxx County Missouri in the
litigation involving the Plan, the
Missouri Attorney General, and the
Missouri Insurance Commissioner remains
in full force in effect. In the event
that this stay of proceeding is no
longer in effect or is modified in any
way, then the 130 day period for
automatic termination shall commence to
run, and no longer be tolled, starting
on the date of such change to, or
elimination of, the stay. If the 130 day
period elapses without the Association's
Board of Directors having taken
affirmative action to extend the tolling
period, the Licenses from BCBSA to the
Plan and all its Controlled Affiliates
shall automatically and immediately
terminate.
-2-
6. The above terms are in addition to and
supersede any contrary terms in the
attached Primary and Controlled
Affiliate License Agreements.
Please return a signed copy of this letter to me along with
the signed copies of the licenses.
Very truly yours,
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
BLUE CROSS AND BLUE SHIELD OF MISSOURI
By: _________
Title: _________
Date: ________
