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DocuSign Envelope ID: 5332467E-CBEF-4C5D-8B0E-61E380BDAl1B
<br />DocuSign Envelope ID:151ECOCF-B55C-414F-9455-72004347A310
<br />(12023 Version)
<br />calendar quarter for Rebates received during the prior calendar quarter. Upon receipt, Administrator will
<br />credit Client's account. For claims dispensed through In-house pharmacies, rebate payments shall be paid by
<br />ESI since ESI is billing pharmaceutical manufacturers on behalf of the In-house pharmacies.
<br />4. Conditions
<br />4.1. PBM contracts with pharmaceutical manufacturers for Rebates on its own behalf and for its own
<br />benefit, and not on behalf of Client. Accordingly, PBM retains all right, title and interest to any and
<br />all actual Rebates received from manufacturers. PBM 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 PBM's general assets (neither Client, its Members, nor Client's Plan retains any beneficial or
<br />proprietary interest in PBM'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 PBM during the collection period or moneys payable under this Section. No amounts
<br />for Rebates will be paid until this Agreement, including any applicable Client Application, is
<br />executed by Client. PBM and Administrator will have the right to apply Client's allocated Rebate
<br />amount to unpaid Fees. PBM will retain Manufacturer Administrative Fees on Specialty Products.
<br />4.2 PBM reserves the right to adjust the Rebate guarantees if Rebate revenue is materially decreased
<br />because Brand Drugs move off -patent to generic status or due to a change in applicable law.
<br />4.3 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 PBM pursuant to the Agreement,
<br />without the prior written consent of PBM. 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 PBM's right to other remedies, PBM may immediately withhold any Rebate
<br />amounts earned by, but not yet paid to, Client as necessary to prevent duplicative Rebates on
<br />Covered Drugs. To the extent Client knowingly negotiates and/or contracts for discounts or Rebates
<br />on claims for Covered Drugs without prior written approval of PBM, such activity will be deemed
<br />to be a material breach of this Agreement, entitling PBM to suspend payment of Rebate amounts
<br />hereunder and to renegotiate the terms and conditions of this Agreement.
<br />4.4 Under its Rebate program, PBM may implement PBM'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. PBM 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 PBM 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 PBM and Administrator may
<br />make an adjustment to the Rebate terms and guaranteed Rebate amounts, if any, hereunder.
<br />4.5 Rebate Acknowledgment; No Representation; Rebate Limitations. Client acknowledges that
<br />Administrator is not making any representation, warranty or guarantee 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 PBM and Administrator from any Losses arising from a
<br />pharmaceutical company's (a) failure to pay Rebates; (b) breach of an agreement related to Rebates;
<br />or (c) negligence or misconduct affecting Rebates. Client acknowledges that whether and to what
<br />extent pharmaceutical companies are willing to provide Rebates to Client may depend upon a variety
<br />of factors, including the content of the PDL, the Plan Design, Client meeting criteria for Rebates,
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<br />NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY
<br />AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS
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