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Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 Minimum Rebate Guarantees: For purposes of these guarantees, the Pricing Categories are Retail 30 Claim, Retail 90 Claim, Mail Service Pharmacy Claim, and Specialty Drug. When calculating Client's Minimum Rebate Guarantee performance, RIGHTWAY shall include the net cost value for all Low WAC Biosimilar Claims (e.g. the difference between the AWP of the equivalent Biologic and the AWP of the Low WAC Biosimilar Claim multiplied by the AWP Discount Guarantee applicable to the equivalent Biologic) in Client's total Rebate dollars paid. This Rebate credit only applies if Client's elects the Low WAC formulary strategy i.e. Comprehensive Value Formulary. Specialty Drug Rebate guarantees are applied to all medications on RIGHTWAY's Specialty Drug list regardless of dispensing pharmacy unless they are excluded for another reason listed below. LDDs are included in the Specialty Drug Rebate guarantees unless they are excluded for another reason listed below. The following types of Claims are excluded from the Minimum Rebate Guarantee: (i) OTCs, (ii) vaccines, (iii) Coordination of Benefit, (iv) patent expired products, (v) Generic Drugs, (vi) 340B, (vii) Government Agencies, (viii) non -drugs, (ix) insulins, (x) authorized generics, (xi) limited distribution drugs, (xii) cash cards, (xiii) pharmacies outside of the contiguous United States, (xiv) biosimilars that are not on Formulary, (xv) Client directed overrides, and (xvi) previously paid under the medical benefit. Client waives, releases and forever discharges RIGHTWAY from any losses arising from a Manufacturer, Rebate Aggregator and/or intermediary's (i) failure to pay Rebates; (ii) breach of an agreement related to Rebates; or (iii) negligence or misconduct affecting Rebates. Notwithstanding the foregoing RIGHTWAY shall take commercially reasonable efforts to collect any Rebates from a Manufacturer, Rebate Aggregator, and/or intermediary. In the event RIGHTWAY does initiate collection action to collect Rebates, RIGHTWAY may offset any reasonable costs, including reasonable attorneys' fees and expenses, on a pro - rata basis arising from any such action. The amount RIGHTWAY receives for Rebates from Manufacturers, Rebate Aggregators and/or intermediaries may be different from the amount such Rebate Aggregators and/or intermediaries receive through their own Manufacturer or intermediary agreements, which such difference may be retained by the Rebate Aggregator and/or intermediary as its compensation, and the tern "Rebate" as used in this Agreement does not include this compensation, which belongs exclusively to the Rebate Aggregator or intermediary. The Rebate Aggregators and/or intermediaries utilized by RIGHTWAY are independent contractors and are not affiliates of RIGHTWAY. For avoidance of doubt, this provision does not modify RIGHTWAY's obligation in relation to Minimum Rebate Guarantees. Client acknowledges and agrees that it shall not have a right to interest on, or the time value of, any Rebate payments received by RIGHTWAY or monies payable under this Agreement. Upon termination of this Agreement or upon Client's Material Breach of this Agreement or upon other amounts due from Client to 47 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. Retail 30 Claim $455.00 $469.00 $483.00 Retail 90 Claim $1,105.00 $1,138.00 51.172.00 Mail Service Pharmacy $1,105.00 $1,138.00 $1,172.00 Claim All Days' Supply) Specialty Drug $4,250.00 $4,378.00 S4.509.00 When calculating Client's Minimum Rebate Guarantee performance, RIGHTWAY shall include the net cost value for all Low WAC Biosimilar Claims (e.g. the difference between the AWP of the equivalent Biologic and the AWP of the Low WAC Biosimilar Claim multiplied by the AWP Discount Guarantee applicable to the equivalent Biologic) in Client's total Rebate dollars paid. This Rebate credit only applies if Client's elects the Low WAC formulary strategy i.e. Comprehensive Value Formulary. Specialty Drug Rebate guarantees are applied to all medications on RIGHTWAY's Specialty Drug list regardless of dispensing pharmacy unless they are excluded for another reason listed below. LDDs are included in the Specialty Drug Rebate guarantees unless they are excluded for another reason listed below. The following types of Claims are excluded from the Minimum Rebate Guarantee: (i) OTCs, (ii) vaccines, (iii) Coordination of Benefit, (iv) patent expired products, (v) Generic Drugs, (vi) 340B, (vii) Government Agencies, (viii) non -drugs, (ix) insulins, (x) authorized generics, (xi) limited distribution drugs, (xii) cash cards, (xiii) pharmacies outside of the contiguous United States, (xiv) biosimilars that are not on Formulary, (xv) Client directed overrides, and (xvi) previously paid under the medical benefit. Client waives, releases and forever discharges RIGHTWAY from any losses arising from a Manufacturer, Rebate Aggregator and/or intermediary's (i) failure to pay Rebates; (ii) breach of an agreement related to Rebates; or (iii) negligence or misconduct affecting Rebates. Notwithstanding the foregoing RIGHTWAY shall take commercially reasonable efforts to collect any Rebates from a Manufacturer, Rebate Aggregator, and/or intermediary. In the event RIGHTWAY does initiate collection action to collect Rebates, RIGHTWAY may offset any reasonable costs, including reasonable attorneys' fees and expenses, on a pro - rata basis arising from any such action. The amount RIGHTWAY receives for Rebates from Manufacturers, Rebate Aggregators and/or intermediaries may be different from the amount such Rebate Aggregators and/or intermediaries receive through their own Manufacturer or intermediary agreements, which such difference may be retained by the Rebate Aggregator and/or intermediary as its compensation, and the tern "Rebate" as used in this Agreement does not include this compensation, which belongs exclusively to the Rebate Aggregator or intermediary. The Rebate Aggregators and/or intermediaries utilized by RIGHTWAY are independent contractors and are not affiliates of RIGHTWAY. For avoidance of doubt, this provision does not modify RIGHTWAY's obligation in relation to Minimum Rebate Guarantees. Client acknowledges and agrees that it shall not have a right to interest on, or the time value of, any Rebate payments received by RIGHTWAY or monies payable under this Agreement. Upon termination of this Agreement or upon Client's Material Breach of this Agreement or upon other amounts due from Client to 47 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.