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A TRUE COPY <br />CERTIFICATION ON LAST PAGE <br />RYAN L. BUTLER, CLERK <br />E. MISCELLANEOUS <br />Member Cost Share. Administrator and/or PBM may, but shall not be obligated to, dispense or cause to be <br />dispensed a prescription even if the prescription is not accompanied by the applicable Member Cost Share <br />described above in this Exhibit A. In the event a Member submits an insufficient Member Cost Share, <br />Administrator shall have the right to invoice Client for, and Client shall have an obligation to pay <br />Administrator (or its designee), the amount of the uncollected Member Cost Share(s). Client shall, in turn, <br />have the right to recover uncollected Member Cost Shares from its Members at Client's <br />determination. Shipping of prescriptions submitted without the appropriate Member Cost Share may be <br />delayed. <br />2. Additional Optional Services: Charges for additional optional services not otherwise identified and priced in <br />this Exhibit A (Client Application) shall be quoted upon request and/or as applicable. The Parties acknowledge <br />that the arrangement between Administrator and PBM is a pass-through arrangement. To the extent Client <br />requests or PBM administers services of PBM that are not outlined in this Agreement, Administrator will pass <br />through any such charges from PBM to Client. <br />3. Translation Services. To the extent Client requests translation services from Administrator or PBM (for <br />translating member materials, brochures, etc.) and there is a charge from Administrator's or PBM's translation <br />services provider, such charge will be passed through to Client. <br />4. Reservation of Rights. Administrator expressly reserves (and Client hereby confirms, acknowledges and <br />agrees to such reservation) the right to modify or amend financial provisions in this Agreement (including <br />without limitation this Client Application/Exhibit A) in the event of - <br />4.1 <br />f <br />4.1 A change in the scope of services to be performed by Administrator or PBM or the assumptions upon <br />which the financial provisions included in this Agreement are based (including PBM's pricing <br />provided to Administrator) and/or: (1) any new — or change in existing — state or federal law or <br />regulation, or the interpretation thereof, and/or; (2) any government imposed or industry wide change <br />that would impede Administrator's ability to provide the pricing described in this Agreement, <br />including without limitation any prohibition or restriction on the right of Administrator or any third <br />party's ability to receive rebates from PBM and/or pharmaceutical manufacturers. <br />4.2 Implementation or addition of a 100% Member paid plan. <br />4.3 A change in the coverage of Medicare eligible Members, irrespective of the resulting change in total <br />number of Members. <br />4.4 A change to the methodology by which AWP is calculated or reported. <br />4.5 A change in PBM's PDL or the PBM Prescribing Guide or Administrator's alignment with such PDL <br />or PBM Prescribing Guide. In any event, Administrator will use its commercially reasonable efforts <br />to provide Client with 30 days' notice prior to addition or removal of a drug from the PDL or PBM's <br />Prescribing Guide. In the event safety concerns or regulatory action require PBM to remove a drug <br />sooner, Administrator shall notify Client of the removal of a drug from the PDL or the Prescribing <br />Guide within three (3) business days. <br />4.6 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 />18 <br />NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY <br />AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS <br />