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DocuSign Envelope ID: 5332467E-CBEF-4C5D-8BOE-61E38OBDA11B DocuSign Envelope ID: 151ECOCF-B55C-414F-9455-72004347A310 (1/2023 Version) to be eligible for the Protect ROI Guarantee. If this Agreement is terminated prior to the end of a given Contract Year or if the Agreement is terminated in breach of the terms of the Agreement (e.g., insufficient notice of non -renewal is given), then Administrator is not required to meet the Protect ROI Guarantee set forth above. No Protect Guarantee Payment will be paid (a) until this Agreement (including any applicable Client Application) is executed by Client, or (b) if the Administrative Services Agreement has been terminated as of the date that such Protect Guarantee Payment is to be paid to Client. o If Client has not paid any outstanding invoice(s) when payment of the Protect Guarantee Payment, if any, is to be made, such outstanding amounts (including any applicable interest, service charge, or other outstanding amount) may be deducted from the Protect Guarantee Payment. o In the event Administrator fails to meet the Protect ROI Guarantee, the Protect Guarantee Payment described above will be the sole and exclusive remedy available to Client for such failure. 2.4 PBM Clinical Programs If elected, PBM's Manufacturer Assistance Program for Specialty Medications ("MAP"), consists of I or 2 components when available, dependent on the specific Plan Design: (l) Accumulator Protection using Manufacturer Copay assistance dollars to help lower Member out-of-pocket costs and Client costs where funds are not applied to Member deductible and member out-of-pocket maximum totals; and (2) Accumulator Protection Plus Variable Cost -Share, where plan changes can maximize available assistance funds to offset Plan costs and cover the Members' Cost Share but does not apply to their deductible and out-of-pocket maximum, yielding high savings potential, or Therapeutic Interchange Programs where the specialty pharmacy will move Members to preferred agents in order to allow the usage of copay assistance funds from manufacturers. Requires exclusive or precision specialty pharmacy relationship. ■ If elected, the SaveOnSP program is a benefit design change implemented by PBM in conjunction with a third -party vendor, SaveOnSP. Within the SaveOnSP program, certain specialty medications are classified as non-essential health benefits. In addition, the targeted drugs are assigned higher copays. In all cases, SaveonSP helps the Member coordinate manufacturer -sponsored copay assistance. SaveOnSP targets drugs in six of the top ten specialty categories. SaveOnSP is also available as "SaveOnSP Advantage" for high deductible health plans. ■ If elected, PBM's Advanced Opioid ManagementsM program reaches out to physicians, pharmacists and patients at key touchpoints to minimize early exposure to opioids and to prevent patients from progressing to overuse and abuse. Patients will be required to start therapy with no more than a 7 -day supply of short-acting medications (with certain exceptions). Member Education will start at the first fill. Prescribers will be notified at the point of care when specific signs of misuse and abuse are observed. 3. Pricing Terms. The financial terms herein are conditioned on an exclusive arrangement and all other specified conditions set forth in this Exhibit A. Client will pay to Administrator the amounts set forth below, net of applicable Copayments. The application of Brand Drug and Generic Drug pricing below may be subject to certain "dispensed as written" (DAW) protocols and Client defined Plan Design and coverage policies for adjudication and Member Copayment purposes. Sales or excise tax or other governmental surcharge, if any, will be the responsibility of Client. Members will always pay based on the logic below: ■ Retail: Lowest of (i) the U&C price, (ii) Plan copayments/coinsurance, or (iii) discounted AWP (including MAC price, when MAC pricing is applicable). 10 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS