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A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK (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 drug 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 herein. In addition, Client waives, releases and forever discharges PBM and Administrator from any Losses arising from a pharmaceutical company's (a) failure to pay Rebates; (b) breach of an agreement related to Rebates; or (c) negligence or misconduct affecting Rebates. Client acknowledges that whether and to what extent pharmaceutical companies are willing to provide Rebates to Client may depend upon a variety of factors, including the content of the PDL, the Plan Design, Client meeting criteria for Rebates, and the extent of participation in PBM's formulary management programs, as well as PBM/Administrator receiving sufficient information regarding each Claim for submission to pharmaceutical companies for Rebates. Client acknowledges and agrees that PBM may, but shall not be required to, initiate any collection action to collect any Rebates from a pharmaceutical company. In the event PBM does initiate collection action against a pharmaceutical company to collect Rebates, PBM may offset any reasonable costs, including reasonable attorneys' fees and expenses, arising from any such action. Notwithstanding any provision of this Agreement to the contrary, Administrator shall only be responsible for payment of Rebates to Client pursuant to the terms of this Agreement if such Rebates are actually received by Administrator during the Term of this Agreement. In no event shall Administrator be obligated to pay Rebates to Client until Administrator receives payment for the same Rebates from PBM. In the event Client terminates the Agreement outside the terms and conditions in the Agreement, Client forfeits the right to receive any Rebates received by Administrator on Client's behalf after the date of such termination. Client acknowledges that Administrator shall not be obligated to pay Client any Rebates described herein until this Agreement, including any applicable Client Application, and any amendment(s) or addenda to this Agreement or Client Application, is signed by Client. PBM and Administrator reserve the right to apply Client's allocated Rebate amount to unpaid Fees. 5. Rebate amounts paid to Client pursuant to this Agreement are intended to be treated as "discounts" pursuant to the federal anti -kickback statute set forth at 42 U.S.C. § 1320a -7b and implementing regulations. Client is obligated if requested by the Secretary of the United States Department of Health and Human Services, or as otherwise required by applicable law, to report the Rebate amounts and to provide a copy of this notice. PBM will refrain from doing anything that would impede Client from meeting any such obligation. 6. Notwithstanding anything in the Agreement to the contrary, in the event PBM does not receive a manufacturer payment for a particular Brand Drug claim due to its identification by a pharmaceutical manufacturer as being a 340B eligible claim (even where such claim may not meet the definition of a "340B Claim"), ESI may reduce a subsequent Rebate quarterly payment (or reconciliation payment, if applicable) to account for any previously -paid Rebate amounts attributable to such claim up to one year after the Claims date of service. 17 NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS