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A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />RYAN L. BUTLER, CLERK
<br />"In -House Pharmacy" means a pharmacy that is located on Client's site that is either owned and operated by
<br />Client or a third party (not ESI) on behalf of Client, or with which Client, or a third party (not ESI) on behalf
<br />of Client, has a contractual arrangement in order for such pharmacy to dispense prescription drugs to Client's
<br />Members. Client acknowledges and agrees that, except for processing claims from the In -House Pharmacy at
<br />No Bill No Remit, Administrator and ESI have no responsibility or liability with respect to the In -House
<br />Pharmacy, including but not limited to, credentialing the In -House Pharmacy, auditing the In -House
<br />Pharmacy, or payment of amounts due by Client to the In -House Pharmacy. Client agrees to indemnify and
<br />hold Administrator and ESI harmless with respect to any dispute, claim or otherwise arising out of or resulting
<br />from Client's arrangement with the In -House Pharmacy.
<br />"Intellectual Property" or "Intellectual Property Ri t(s " means all intellectual property of any nature or kind
<br />belonging to, or controlled by, a Party, whether protected, created, or arising under any United States federal,
<br />state, or local law, or under any federal, state, or local law of any other country, or under international treaty
<br />or convention, and all right, title, and interest therein and thereto.
<br />"Limited Distribution Claims" means those prescription drug products including but not limited to Specialty
<br />medications that enter the market with exclusive and/or supply limitations or restrictions that limit marketplace
<br />competition.
<br />"Losses" means any and all liabilities, damages, claims, causes of action, judgments, demands, penalties,
<br />fines, assessments, costs, expenses, fees (including without limitation attorneys' fees and other professional
<br />fees) and other losses of any kind or nature whatsoever.
<br />"MAC" or "Maximum Allowable Cost" means the maximum unit ingredient cost payable by Client for a drug
<br />on the MAC List based on maximum reimbursement payment schedule(s) developed or selected by ESI. The
<br />application of MAC pricing may be subject to certain "dispensed as written" (DAW) protocols and Client
<br />defined plan design and coverage policies.
<br />"MAC List" means a list of off -patent prescription drugs or supplies subject to maximum reimbursement
<br />payment schedules developed or selected by ESI.
<br />"Manufacturer Administrative Fees" means those administrative fees paid by manufacturers to ESI in
<br />connection with ESI's administering, invoicing, allocating and collecting the Rebates under the Rebate
<br />program.
<br />"Materials" means all documents, information, and materials provided or otherwise made available to Client
<br />through the Services, including any reports or other tangible and intangible expressions of De -identified Data
<br />generated, produced, and/or made available through the Services.
<br />"Member" means each person who is eligible to receive prescription drug benefits as indicated by or on behalf
<br />of Client in the Eligibility Files and with respect to whom Administrator possesses Raw Data.
<br />"Member Submitted Claim" means a paper claim submitted by a Member for Covered Drugs dispensed by a
<br />pharmacy for which the Member paid cash.
<br />"No Bill. No Remit" means the pass through or Client provided pricing set up by ESI, at Client's request, to
<br />support Client's In -House Pharmacy.
<br />"Over -the -Counter (OTC)" means those Prescription Drug Claims for Covered Drugs that a Member is
<br />typically able to obtain without a prescription or may require a prescription for higher strengths and/or
<br />concentrations such as but not limited to multivitamins, water soluble vitamins, etc.
<br />"Pass-Throueh" means the actual ingredient cost and dispensing fee amount paid by ESI for the Prescription
<br />Drug Claim when the claim is adjudicated to the Participating Pharmacy, as set forth in the specific
<br />Participating Pharmacy remittances related to Client's claims.
<br />NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY
<br />AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS
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