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Docusign Envelope ID: 4C 195600-904A-41 DA-A041-3005G422FD42 <br />DocuSign Envelope ID: 7CEFAWO-59DE-49DA-8C5B-08DB41083547 <br />(1 (2024 Version) <br />priced in this Exhibit A (Client Application) shall be quoted upon request and/or as applicable. The <br />Parties acknowledge that the arrangement between Administrator and PBM is a pass-through <br />arrangement. To the extent Client requests or PBM administers services of PBM that are not outlined <br />in this Agreement, Administrator will pass through any such charges from PBM to Client. <br />Translation Services. To the extent Client requests translation services from Administrator or PBM <br />(for translating member materials, brochures, etc.) and there is a charge from Administrator's or <br />PBM's translation services provider, such charge will be passed through to Client. <br />Reservation of Rights. Administrator expressly reserves (and Client hereby confirms, <br />acknowledges and agrees to such reservation) the right to modify or amend financial provisions in <br />this Agreement (including without limitation this Client Application/Exhibit A) in the event of: <br />4.1 A change in the scope of services to be performed by Administrator or PBM or the <br />assumptions upon which the financial provisions included in this Agreement are based <br />(including PBM's pricing provided to Administrator) and/or: (1) any new — or change in <br />existing — state or federal law or regulation, or the interpretation thereof, and/or; (2) any <br />government imposed or industry wide change that would impede Administrator's ability <br />to provide the pricing described in this Agreement, including without limitation any <br />prohibition or restriction on the right of Administrator or any third party's ability to receive <br />rebates from PBM and/or pharmaceutical manufacturers. <br />4.2 Implementation or addition of a high deductible health plan/consumer-driven health plan <br />option. <br />4.3 Implementation or addition of a 100% Member paid plan. <br />4.4 A change in the coverage of Medicare eligible Plan Participants, irrespective of the <br />resulting change in total number of Members. <br />4.5 A change to the methodology by which AWP is calculated or reported. <br />4.6 A change in PBM's PDL or the PBM Prescribing Guide or Administrator's alignment with <br />such PDL or PBM Prescribing Guide. In any event, Administrator will use its <br />commercially reasonable efforts to provide Client with 30 days' notice prior to addition or <br />removal of a drug from the PDL or PBM's Prescribing Guide. In the event safety concerns <br />or regulatory action require PBM to remove a drug sooner, Administrator shall notify <br />Client of the removal of a drug from the PDL or the Prescribing Guide within three (3) <br />business days. <br />4.7 Termination of Administrator's contractual arrangement with PBM. <br />F. The following pricing assumptions shall apply for purposes of this Agreement: <br />1. If Client decides to implement a mandatory generic, mandatory mail, step therapy or other program during the <br />Term, ESI has agreed that proposed pricing terms other than rebate guarantees will remain unchanged. <br />2. ESI must agree to propose pricing based on its broad national retail network that includes all major national <br />and regional pharmacy chains. <br />DISCOUNTS <br />3. The proposed "effective"eg neric discount and the pcneric discount guarantee calculation INCLUDES the <br />following: <br />MAC Generics <br />21 <br />NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY <br />AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFTCS <br />