Health Net 2009 Annual Report Download - page 501

Exhibit 10.107
TRANSITIONAL TRADEMARK LICENSE AGREEMENT
This TRANSITIONAL TRADEMARK LICENSE AGREEMENT (“Agreement”) is effective as of the Closing Date (as
defined in the SPA), by and among Health Net, Inc., a Delaware corporation (“Parent”), and each of the Acquired Companies (as
defined in the SPA).
WHEREAS, Parent, Health Net of the Northeast, Inc., a Delaware corporation, Oxford Health Plans, LLC, a Delaware limited
liability company and, solely with respect to Section 8.16, UnitedHealth Group Incorporated, a Minnesota corporation, have entered
into a Stock Purchase Agreement, dated as of July 20, 2009 (the “SPA”); and
WHEREAS, in connection with the foregoing, Parent desires to grant to the Acquired Companies a limited license to use
certain Licensed Marks (as defined below);
NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and of good and valuable consideration, it
is agreed by and between the parties as follows:
1. Definitions. For the purpose of this Agreement, unless specifically defined otherwise in this Agreement, all defined terms will have
the meanings set forth in the SPA:
1.1. “Licensed Marks” means the Trademarks of Parent, as well as any common law trademarks actually used in connection
with and which are necessary for the Acquired Companies, and set forth in Exhibit A attached hereto, which may be updated from
time to time by the mutual agreement of the parties.
1.2. “Trademark Usage Guidelines” means the written guidelines for proper usage of the Licensed Marks, as in use by Parent
immediately prior to the Closing Date. All such guidelines may be revised and updated by Parent from time to time during the term of
the license in its reasonable discretion; provided that any changes to such guidelines shall be generally applicable and not be
specifically directed at the Acquired Companies.
2. Licenses; Warranty and Indemnification.
2.1. License Grants. Subject to the terms and conditions of this Agreement, Parent grants to each of the Acquired Companies a
royalty-free, non-exclusive, non-transferable license during the term of this Agreement for each of the Acquired Companies to use the
Licensed Marks solely for the purpose of offering, selling, administering or providing healthcare benefits under the Administered
Contracts and to wind-up the Business (as defined in the Administrative Services Agreement) (the “Purpose”). This license includes
making new materials, websites or electronic media using the Licensed Marks and continuing use of the HEALTH NET mark in
Acquired Company names for the Purpose.
2.2. License Restrictions. Each of the Acquired Companies agrees not to use the Licensed Marks in any manner except for the
Purpose. The Acquired Companies shall not misrepresent to any Person the scope of their authority under this Agreement, or incur or
authorize any expenses or liabilities chargeable to Parent. The Acquired Companies shall use the Licensed Marks during the term of
the license only in a manner that is consistent with Parent’s Trademark Usage Guidelines, including all required trademark notices.
The Acquired