Summary of Approved Changes to Blue Cross and Blue Shield Primary License Agreements

Contract Categories: Intellectual Property › License Agreements
Summary

This document outlines approved changes to the primary license agreements between Blue Cross and Blue Shield Association (BCBSA) and its licensed affiliates. The changes include updates to the use of licensed marks, revised financial and enrollment reporting requirements, and modifications to dispute resolution procedures. Key obligations include compliance with new reporting standards and adherence to updated rules for using the Blue Cross and Blue Shield brands. The amendments also streamline dispute resolution by adjusting voting requirements for appointing an administrator. These changes are effective as of the specified dates in the document.

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EX-10.8 4 c61057ex10-8.txt CHANGES TO BCBS PRIMARY LICENSE AGREEMENTS 1 EXHIBIT 10.8 SUMMARY OF APPROVED CHANGES TO THE BLUE CROSS AND BLUE SHIELD PRIMARY LICENSE AGREEMENTS ----------------------------------------------------- Page 1 of 3
- --------------------------------------------------------------------------------------------------------------------------- Action Effective Date Explanation - --------------------------------------------------------------------------------------------------------------------------- Replace the Entire Exhibit 1 with the November 16, 2000 Amended Paragraph 1 Exhibit 1: Permits a Licensed new Exhibit 1. Controlled Affiliate to use the Blue Brands in its legal name subject to certain conditions. - --------------------------------------------------------------------------------------------------------------------------- Replace the entire Exhibit 1 with the November 16, 2000 Amended Exhibit 1: Delayed implementation of the new new Exhibit 1. financial and enrollment report. - --------------------------------------------------------------------------------------------------------------------------- Replace the entire Exhibit 1 with the N/A Amended Exhibit 1: Eliminated reporting requirements new Exhibit 1. that have sunset (i.e., dates no longer are applicable). NOTE: THESE REVISIONS ARE NOT SHOWN BELOW, BUT ARE REFLECTED IN REDLINED VERSION OF LICENSE AGREEMENTS. - ---------------------------------------------------------------------------------------------------------------------------
REVISED EXCERPT OF PRIMARY LICENSE AGREEMENTS, EXHIBIT 1: 1. GRANT OF LICENSE Subject to the terms and conditions of this Agreement, BCBSA hereby grants to Controlled Affiliate the right to use the Licensed Marks and Name in connection with, and only in connection with: (i) health care plans and related services, as defined in BCBSA's License Agreement with Plan, and administering the non-health portion of workers' compensation insurance, and (ii) underwriting the indemnity portion of workers' compensation insurance, provided that Controlled Affiliate's total premium revenue comprises less than 15 percent of the sponsoring Plan's net subscription revenue. This grant of rights is non-exclusive and is limited to the Service Area served by the Plan. Controlled Affiliate may use the Licensed Marks and Name in its legal name on the following conditions: (i) the legal name must be approved in advance, in writing, by BCBSA; (ii) Controlled Affiliate shall not do business outside the Service Area under any name or mark; and (iii) Controlled Affiliate shall not use the Licensed Marks and Name, or any derivative thereof, as part of any name or symbol used to identify itself in any securities market. Controlled Affiliate may use the Licensed Marks and Name in its Trade Name only with the prior, written, consent of BCBSA. 2 SUMMARY OF APPROVED CHANGES TO THE BLUE CROSS AND BLUE SHIELD PRIMARY LICENSE AGREEMENTS ----------------------------------------------------- Page 2 of 3
- ------------------------------------------------------------------------------------------------------------------------- Action Effective Date Explanation - ------------------------------------------------------------------------------------------------------------------------- Replace the November 16, 2000 Amended Exhibit 2: Entire Exhibit 2 with the new - Eliminated required annual Consolidating Financial Statement and Exhibit 2. replaced it with the Annual Plan, Subsidiary and Affiliate Report. - Delayed implementation of the revised Quarterly Financial and Enrollment Reporting. - Eliminated reporting requirements that have sunset (i.e., dates no longer are applicable). NOTE: THESE REVISIONS ARE NOT SHOWN BELOW, BUT ARE REFLECTED IN REDLINED VERSION OF LICENSE AGREEMENTS. - -------------------------------------------------------------------------------------------------------------------------
REVISED EXCERPT OF PRIMARY LICENSE AGREEMENTS, EXHIBIT 2, MEMBERSHIP STANDARDS: Standard 2: A Plan shall furnish to the Association on a timely and accurate basis reports and records relating to compliance with these Standards and the License Agreements between the Association and the Plans. Such reports and records are the following: D. Quarterly Financial Report , Semi-annual "Managed Care Organizations Risk-Based Capital (MCO-RBC) Report" starting 12/31/98 and thereafter as defined by the NAIC, Combined Annual Financial Forecast, Annual Certified Audit Report, Insurance Department Examination Report**, Annual Statement filed with State Insurance Department (with all attachments), Plan, Subsidiary and Affiliate Report; and . . . . . . E. Quarterly Enrollment Report , Semi-Annual Benefit Cost Management Report starting 6/30/00 and thereafter, NMIS Report up to and through second quarter 2000 and Member Touchpoint Measures Index (MTM) starting 12/31/00 and semi-annually thereafter. 3 SUMMARY OF APPROVED CHANGES TO THE BLUE CROSS AND BLUE SHIELD PRIMARY LICENSE AGREEMENTS ----------------------------------------------------- Page 3 of 3
- ------------------------------------------------------------------------------------------------------------------------------ Action Effective Date Explanation - ------------------------------------------------------------------------------------------------------------------------------ Replace the January 1, 2001 Revisions to Exhibit 5: Entire Exhibit 5 with the new - Amended Section 3A Mandatory Dispute Resolution - reduced the votes Exhibit 5 required to appoint the administrator of the MMDR from double 51% majority of the Plans to a double majority vote of the Plan present and voting. - Deleted Section 4G - Amendments to MDR rules. - --------------------------------------------------------------------------------
REVISED EXCERPT OF PRIMARY LICENSE AGREEMENTS: EXHIBIT 5, MEDIATION AND MANDATORY DISPUTE RESOLUTION RULES A. MDR Administrator The Administrator shall be an independent entity such as the Center for Public Resources, Inc. or Endispute, Inc., specializing in alternative dispute resolution. The Administrator shall be designated initially, and may be changed from time to time, by the affirmative vote of a majority of the Plans present and voting and a majority of the total then current weighted vote of all the Plans present and voting.