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Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 Minimum Rebate Guarantee means the total minimum Rebates guaranteed to Client for Covered Products on the Formulary as measured, reported, and reconciled in accordance with Exhibit 4 (Pharmacy Pricing and Rebates). Non -Participating Pharmacy means a pharmacy that does not have an agreement with RIGHTWAY to dispense Covered Products to the Eligible Persons receiving benefits under this Agreement. Paid Claim means a Claim that meets coverage requirements under the Plan Document and is payable or subsequently paid, net of any adjustments. Paid Claims do not include any reversed Claims, duplicate Claims, or rejected Claims. Participating Pharmacy means a pharmacy, or a company authorized to represent one or more subsidiary, affiliated, or franchised pharmacies, which has entered into an agreement with RIGHTWAY to dispense Covered Products. For purposes of this Agreement, a "Participating Pharmacy" will not be considered a representative, subcontractor, or agent of RIGHTWAY and will include the Mail Service Pharmacy and the Specialty Pharmacy. Pass -Through means that the price that RIGHTWAY pays Participating Pharmacies for dispensing a Covered Product to an Eligible Person is equal to the amount that RIGHTWAY invoices Client for a Covered Product; and Rebates are provided to Client in accordance with Article IV, and RIGHTWAY does not retain any Rebates or any other direct financial benefits from drug manufacturers or pharmacies and pays all such amounts it receives to Client. Plan means Client's self-funded plan, which provides pharmacy benefits to Eligible Persons, but only with respect to those provisions of the plan relating to the self-funded health benefits RIGHTWAY is administering. Plan Administrator means the current or succeeding person, committee, partnership, or other entity designated the Plan Administrator by Client and who is generally responsible for the Plan's operations. Plan Documents means a description of Client's Plan related to pharmacy benefits and limitations thereto, including the framework of policies, interpretations, rules, practices and procedures applicable to such benefits, required and signed by Client and submitted to RIGHTWAY in a mutually approved format. The Plan Documents shall not include any amendments except as provided in Section 3.03 (Plan Documents) of this Agreement. Practitioner means a physician or other health care provider authorized to prescribe medication to Eligible Persons. Pricing Category means each AWP Discount Guarantee, Dispensing Fee Guarantee, and Minimum Rebate Guarantee included in Exhibit 4 (Pharmacy Pricing and Rebates). Pricing Source means Medi -Span (or other nationally recognized third -party pricing source utilized by RIGHTWAY). RIGHTWAY shall not utilize more than one Pricing Source and shall use the same updated national drug file for invoicing Client and for paying Participating Pharmacies and for providing all Services hereunder. 25 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.