[***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
AMENDMENT NO. 3
TO AMENDED AND RESTATED VENDOR AGREEMENT
This Amendment No. 3 (Amendment), effective as of October 31, 2017 (Effective Date), is made to that certain Amended and Restated Vendor Agreement (the Agreement), dated December 23, 2014, by and among American Well Corporation, a Delaware corporation (Vendor), and Health Management Corporation (HMC) dba LiveHealth Online (Anthem), on behalf of itself and its affiliates. Unless otherwise defined, capitalized terms used herein shall have the meanings given to such terms in the Agreement.
WHEREAS, Anthem and Vendor desire to amend the Agreement to revise their commercial arrangement.
NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the Parties agree as follows:
(a) Section 7.1 of the Agreement is hereby deleted in its entirety and replaced with the following:
Term of Agreement. Unless earlier terminated as set forth herein, the term of this Agreement shall commence on the Effective Date of this Amendment No. 3 and shall continue through December 31, 2020 (Term). For Affiliates that own, operate or administer statesponsored business programs (e.g., Medicaid), this Agreement shall not be effective until the applicable state regulatory agency has approved the Agreement, when required for such state sponsored business program. Anthem shall provide Vendor with written notice of the effective date for each specific state-sponsored business program.
(b) Exhibit D to the Agreement is hereby deleted in its entirety and replaced with the following:
1. License Fees. Anthem will pay Vendor a flat annual fee in the amounts set forth in the table below. The first payment will be due on the Effective Date and the other payments will be due on December 31, 2014 and July 1, 2015, respectively.
Anthem may both (i) pay the 2014 license fee and (ii) prepay the 2015 license fee for an aggregate of [***] if such payment is made prior to December 31, 2014. This represents a [***] discount on the aggregate license fees due in 2014 and 2015.
Anthem will pay Vendor a license fee in the amount of [***] in consideration of the provision of the American Well System during 2016. Anthem may prepay the 2016 license fee for an aggregate of [***] if such payment is made prior to December 31, 2015. This represents a [***] discount.
Anthem will pay Vendor a license fee in the amount of [***] in consideration of the provision of the American Well System during 2017. Anthem hereby agrees to prepay the 2017 license fee for an aggregate of [***] if such payment is made prior to December 31, 2016. This represents a [***] discount.
Anthem hereby agrees to prepay the license fees for all of 2018, 2019, and 2020, in an aggregate lump sum payment of [***] on or before December 15, 2017. In the event of a termination of the Agreement pursuant to Section 7.3 or 7.4 prior to the end of Term, Vendor shall reimburse Anthem within thirty (30) days of the date of termination the pro-rata portion of the [***] pre-paid by Anthem, determined based on the number of days remaining in the Term as of the date of termination.