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Docusign Envelope ID: 4C195600-904A41DA-A041-3005C422FD42 Docusign Envelope ID: 7CEFA80059DE-49DA-8C58-D8DB41083547 (1/2024 version) 4.2 PBM reserves the right to adjust the Rebate guarantees if Rebate revenue is materially decreased because Brand Drugs move off -patent to generic status or due to a change in applicable law. 4.3 Client acknowledges that it may be eligible for Rebate amounts under this Agreement only so long as Client, its affiliates, or its agents do not contract directly or indirectly with anyone else for discounts, utilization limits, Rebates or other financial incentives on pharmaceutical products or formulary programs for Prescription Drug Claims processed by PBM pursuant to the Agreement, without the prior written consent of PBM. In the event that Client negotiates or arranges with a pharmaceutical manufacturer for Rebates or similar discounts for any Covered Drugs hereunder, but without limiting PBM's right to other remedies, PBM may immediately withhold any Rebate amounts earned by, but not yet paid to, Client as necessary to prevent duplicative Rebates on Covered Drugs. To the extent Client knowingly negotiates and/or contnucts for discounts or Rebates on claims for Covered Drugs without prior written approval of PBM, such activity will be deemed to be a material breach of this Agreement, entitling PBM to suspend payment of Rebate amounts hereunder and to renegotiate the terms and conditions of this Agreement. 4.4 Under its Rebate program, PBM may implement PBM's Formulary management programs and controls, which may include, among other things, cost containment initiatives, and communications with Members, Participating Pharmacies, and/or physicians. PBM reserves the right to modify or replace such programs from time to time. Guaranteed Rebate amounts, if any, set forth herein, are conditioned on adherence to various Formulary management controls, benefit design requirements, claims volume, and other factors stated in the applicable pharmaceutical manufacturer agreements, as communicated by PBM to Client from time to time. If any government action, change in law or regulation, change in the interpretation of any law or regulation, or any action by a pharmaceutical manufacturer has an adverse effect on the availability of Rebates, then PBM and Administrator may make an adjustment to the Rebate terms and guaranteed Rebate amounts, if any, hereunder. 4.5 Subject to the conditions set forth herein, the quarterly rebates paid to Client shall be reduced by the aggregate difference between the Anchor Date Rebate (defined herein) plus an Inflationary Factor (defined herein), and the New Rebate (defined herein), for the drugs impacted by the American Rescue Plan Act of 2021, during each calendar quarter. Impacted drugs are drugs that have a material reduction in price or negotiated rebate due to removal of the Average Manufacturer Price cap under the American Rescue Plan Act of 2021. "Inflationary Factor" is defined as the average year -over -year price increase of the applicable category for the impacted drug. "Anchor Date Rebate" is defined as the Rebate for an impacted drug within the 30 -day period preceding the change in price of such drug. "New Rebate" is defined as the Rebate for an impacted dreg within the 30 -day period following the change in price of the impacted drug. 4.6 Client's quarterly rebate guarantee payments may be reduced by the Rebate Credit for low list price biosimilars for the remainder of the term of the Agreement. "Rebate Credit" means the aggregate difference between (i) the Rebate applied to the reference or standard list price biosimilar product and (ii) the Rebate applied to the low list price biosimilar product. The difference between the ingredient cost of a reference product or the standard list price biosimilar product and the low list price biosimilar product will be greater than the difference between the Rebate of such reference product or the standard list price biosimilar product and the low list price biosimilar product. 4.7 Rebate Acknowledgment; No Representation; Rebate Limitations. Client acknowledges that Administrator is not making any representation, warranty or guarantee of any kind or nature, either express, implied or otherwise, regarding the amount of Rebates to be paid or remitted to Client pursuant to this Agreement, except as specifically set forth in writing 19 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS