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Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 EXHIBIT 1 DEFINITIONS 340B Claim means a Claim f'or a Covered Product (i) dispensed pursuant to the dispensing Participating Pharmacy's participation under Section 340B of the Public Health Service Act, 42 U.S.C. §256b, as amended, superseded or replaced, and the regulations promulgated thereunder ("PHS Act"). ACA means the Patient Protection and Affordable Care Act, as amended, and the regulations promulgated thereunder. Additional Fees means those service fees identified in Exhibit 3 (Administrative Services Fee Schedule), payable to RIGHTWAY for the performance of those specified services when selected by Client. Administrative Fees means the amount Per Eligible Person per Month (PMPM) or Per Eligible Employee per Month (PEPM) fee as set forth in Exhibit 3 (Administrative Services Fee Schedule, payable to RIGHTWAY for the performance of this Agreement and certain specified Services under this Agreement. This does not include amounts paid for Covered Products (e.g., Ingredient Cost, Dispensing Fees, and taxes), Additional Fees, or Ancillary Service Fees. Ancillary Service Fees means those service fees identified in Exhibit 3 (Administrative Services Fee Schedule), or otherwise in the Agreement and/or agreed to by the parties in writing, and not including any Administrative Fee. Authorized Users means each of Client's active employees "Eligible Employee" and dependents, and retired employees and dependents, who satisfy all the eligibility criteria necessary to receive Care Navigation Services under Client's plan. Average Wholesale Price or AWP means the average wholesale price of a Covered Product, based on the 11 -digit NDC for the actual package size of the Covered Product as submitted by the Participating Pharmacy, as published and updated by the Pricing Source. AWP does not represent a true wholesale price, but rather is a fluctuijting henclunark provided by third -party pricing sources. AWP Discount means the result of a Claim's total ingredient cost, before Cost -Sharing Amount deducted. subtracted from the Claim's AWP divided by the AWP. AWP Discount Guarantee means the minimum aggregate AWP discount guarantee as set forth in Exhibit 4 (Pharmacy Pricing and Rebates) for all Claims for each Pricing Category, as calculated, reported and reconciled in accordance with Exhibit 4 Pharmacy Pricing and Rebates). Brand Covered Product or Brand Drug means a single source or multi -source Covered Product designated by RIGHTWAY using indicators from the Pricing Source and reporting services and RIGHTWAY's standard policies, including where the Pricing Source multi -source indicator for the Covered Product contains an "M" (co -branded product), "O" (originator brand) or an "N" (single source brand) for the Covered Product on the date dispensed (except where the Claim is submitted with both an O and a DAW code of "Y', "5", "6", or "9" in which case it shall be considered a Generic Covered Product). Business Day means all days except Saturdays, Sundays, and RIGHTWAY designated holidays. All references to "day" or "days" in this Agreement are to calendar days unless "Business Day" is specified. 22 This document is CONFIDENTIAL AND PROPRIETARY to RIGHTWAY Healthcare, Inc. and may not be reproduced, transmitted, published, or disclosed to others without the prior written authorization of RIGHTWAY Healthcare, Inc.