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<br />3r ,ayment Tep�
<br />SWedtoteconditiOm set forth herein, Ad fir ll receive from EStOw debate payments
<br />within approximately one hu eighty t+jt
<br />qtr Rebates. ..
<br />received during the prior calendar quarter. Administrator shall pay Client the guaranteed amounts set fortis j
<br />'fit Section I above within approximately thirty (30) days following receipt of the Rebate payments from ESI.
<br />4..
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<br />4.1, EX contracts vft pharmaceutical manufacturers for Rebates on its own behalf and for its owabenefit,
<br />and not on behalf of Client. Accordingly, ESI retains all right, title and interest to any and apli actual
<br />Rebates received from manufacturers. ESI will pay Client amounts equal to the Rebate amounts
<br />aitpasptl is 4"lieptt, as specified soave, from i1tt general assets (neither Members, nor
<br />Client's -plan retains any beneficial or proprietary interest in EST's general assetsl Tient acknowledges f
<br />and agrees that neither it, its: Members, not its Plan will have a right to interest o. or the time value of,, y
<br />airy Rebate payments recdv4d ity �g#he collection period or moneys payl�tll>Aer this Section,
<br />No amounts for Rebates will be paid until this Agreement is executed by Client. EST will have the right . :
<br />i
<br />to apply Client's allocetad 4teba>�e aput�nt 1u unpaid �+p±�g.
<br />4.2 Client acknowledges that it may be eligible for Rebate amounts under this Agreement only so long as
<br />Client, its affiliates, or its agents do not contract directly or indirectly with anyone else for discounts,;
<br />utilization limits, rebates or other entives on phKIWaccutical products or formulary programs,
<br />for claims processed by ESI pursuant to the Agreement, without thepm written consent of ESL, .44 f .
<br />event that Client negotiates or arranges with a pharmaceutical moofacturer for Rebates or similes' x
<br />dasetwtttis AW al l iiveled Drugs hereunder"„ bWV1uniting V f'-4 right to other remedies, ESI may I
<br />immediately withhold any Rebate amounts eatned*rbut not -yet paid to, Client as necessary to prevent
<br />dupWativ; Mites on Covnrisd,- Toone extent Client knowingly negotiates and/or contracts for
<br />dim v`vates tapta�t ms f* ... -Drugs without Pft Wthion approval of ESI, such activity
<br />will be deemed to be'a material breach 4this Agreement, entitling ESI to suspe4p. p9flli b e
<br />amou* hareandw md to renwti4te-dw'terms and conditions of this Agreement. j
<br />4.3 Under its Rebate program, ESI may im lement EST's Formulary management programs and controls;
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<br />which may include, among other things, cost containment initiatives, and communications with i
<br />Members rficipefittg PharCmacies„and/or physicians. ESI reserves the right to modify or replace such �
<br />programs from time to time, Guaranteed Rebate amounts, if any, set forth herein, are conditioned on l
<br />adherence to Various Formulary management controls, benefit design requirements, claims volume,
<br />other factors statedinhe applicable pharmaceutical manufacturer agreements, as communicated by'
<br />to Client from time to time. If any government action, change in Ww or regulation, change in the
<br />interpretation of any law or regulation, or any action by a pharmaceutical manufacturer has an adverse
<br />effect to the availability of Rebates, then W may make an adjustment to the Rebate terms and
<br />guaranteedRebate amounts, if any, hereunder.
<br />4.4 Rebate Acknowledgment; No Representation; Rebate LAmitations. 4iient 0010006dges that
<br />Administrator is not making any representation, warranty W guaranty of any kiu” nature, either
<br />express, implied or otherwise, regarding the amount ofRebates'*bs paid*.rOmitb6d*-i Bent pursuant
<br />to this Agreement, except as specifically set forth in writing herelL. limon, Cli entiftives, releases j
<br />and forever disohwpo
<br />PBM and Administrator from any Losses arising from a pharmaceutical
<br />company's (a) fail to pay Rebates, (b) breach of an agreement related to Rebates; or (c) negligence I
<br />„tniscondttt, tat aclmowledges that whether and to what extent pharmaceutical companies are ! f
<br />ding to !
<br />FAa*s to Cliont may depend upon a variety of factors, including the content of the
<br />pbift Pitut's design .features, Client meeting criteria for Rebaxa% and the extent of participation in
<br />IN liirmulary management programs, as w4 ,lldi
<br />AS l ministrator receiving sufficient I t
<br />]P
<br />information regarding slob Claim :for submission tat; tmaceutieal companies for Rebate& Client
<br />acknowledges and # PBM may, but shal I40 In required to,, initiate any collecttttap n006tt to, .. .
<br />eoiket RvbMsa utical company. hMAw ifPi4M does initiate call .
<br />il>g9'!'R>�9N. T$Eil$1riMATiON
<br />CONTAINMOWA0111, r
<br />ANO CONSMUTES TRADE SECRETS Off
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