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DocuSign. Envelope ID: 58185859-5943-4C41-90BF-OCE5E90FDADD
<br />(01/2021 Version)
<br />forth in Section 1 above.
<br />3. Rebate Pavment Terms
<br />Subject to the conditions set forth herein, Administrator will receive from ESI the quarterly Rebate payments
<br />within approximately one hundred eighty (180) days following calendar quarter adjudicated for Rebates
<br />received during the prior calendar quarter. Upon receipt, Administrator will credit Client's account.
<br />4. Conditions
<br />4.1. ESI contracts with pharmaceutical manufacturers for Rebates on its own behalf and for its own
<br />benefit, and not on behalf of Client. Accordingly, ESI retains all right, title and interest to any and
<br />all actual Rebates received from manufacturers. ESI will pay to Administrator (and Administrator
<br />shall pay to Client) amounts equal to the Rebate amounts allocated to Client, as specified above,
<br />from ESI's general assets (neither Client, its Members, nor Client's Plan retains any beneficial or
<br />proprietary interest in ESI's general assets). Client acknowledges and agrees that neither it, its
<br />Members, nor its Plan will have a right to interest on, or the time value of, any Rebate payments
<br />received by ESI during the collection period or moneys payable under this Section. No amounts for
<br />Rebates will be paid until this Agreement is executed by Client. ESI and Administrator will have
<br />the right to apply Client's allocated Rebate amount to unpaid Fees. ESI will retain Manufacturer
<br />Administrative Fees on Specialty Products.
<br />4.2 Client acknowledges that it may be eligible for Rebate amounts under this Agreement only so long
<br />as Client, its affiliates, or its agents do not contract directly or indirectly with anyone else for
<br />discounts, utilization limits, Rebates or other financial incentives on pharmaceutical products or
<br />formulary programs for Prescription Drug Claims processed by ESI pursuant to the Agreement,
<br />without the prior written consent of ESI. In the event that Client negotiates or arranges with a
<br />pharmaceutical manufacturer for Rebates or similar discounts for any Covered Drugs hereunder, but
<br />without limiting ESL's right to other remedies, ESI may immediately withhold any Rebate amounts
<br />earned by, but not yet paid to, Client as necessary to prevent duplicative Rebates on Covered Drugs.
<br />To the extent Client knowingly negotiates and/or contracts for discounts or Rebates on claims for
<br />Covered Drugs without prior written approval of ESI, such activity will be deemed to be a material
<br />breach of this Agreement, entitling ESI to suspend payment of Rebate amounts hereunder and to
<br />renegotiate the terms and conditions of this Agreement.
<br />4.3 Under its Rebate program, ESI may implement ESI's Formulary management programs and
<br />controls, which may include, among other things, cost containment initiatives, and communications
<br />with Members, Participating Pharmacies, and/or physicians. ESI reserves the right to modify or
<br />replace such programs from time to time. Guaranteed Rebate amounts, if any, set forth herein, are
<br />conditioned on adherence to various Formulary management controls, benefit design requirements,
<br />claims volume, and other factors stated in the applicable pharmaceutical manufacturer agreements,,
<br />as communicated by ESI to Client from time to time. If any government action, change in law or
<br />regulation, change in the interpretation of any law or regulation, or any action by a pharmaceutical
<br />manufacturer has an adverse effect on the availability of Rebates, then ESI and Administrator may
<br />make an adjustment to the Rebate terms and guaranteed Rebate amounts, if any, hereunder.
<br />4.4 Rebate Acknowledgment; No Representation: Rebate Limitations. Client acknowledges that
<br />Administrator is not making any representation, warranty or guaranty of any kind or nature, either
<br />express, implied or otherwise, regarding the amount of Rebates to be paid or remitted to Client
<br />pursuant to this Agreement, except as specifically set forth in writing herein. In addition, Client
<br />waives, releases and forever discharges ESI and Administrator from any Losses arising from a
<br />NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY
<br />AND CONSTITUTES TRADE SECRETS OF EXPRESS SCRIPTS AND RXBENEFITS
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