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Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 <br />RIGHTWAY under this Agreement, RIGHTWAY may use Rebates to offset amounts due from Client or <br />may delay remittance of Rebates to allow for final adjustments. Such right of set off or delay shall be in <br />addition to RIGHTWAY's other rights set forth in this Agreement. <br />C. RIGHTWAY Savings Guarantees. <br />"' For avoidance of doubt, the Clinical and Navigation savings guarantee is related to the Claims and Benefit <br />Admin fee, Standard Clinical Program fee, and Pharmacy Navigation fee combined. Clinical and Navigation <br />savings guarantee is measured on a cumulative basis over the duration of the Client's Term i.e. guarantee is not <br />measured for each Contract Year independently. <br />D. RIGHTWAY PMPM Target and'Ferms and Conditions. <br />In accordance with the terms of this Agreement, RIGHTWAY will aim to deliver the value of the proposed <br />PMPM Target identified below. In the event the PMPM Target for any applicable year is achieved, then <br />the AWP Discount Guarantees, Dispensing Fee Guarantees, and Minimum Rebate Guarantees set forth in <br />Sections A and B above shall not apply. Otherwise, RIGHTWAY shall reconcile the AWP Discount <br />Guarantees, Dispensing Fee Guarantees, and Minimum Rebate Guarantees in accordance with this Exhibit. <br />PNIPM Target <br />Gross Cost <br />(Cost -Sharing Amount + Plan Cost before Rebates <br />$190.03 <br />Rebates <br />-$65.70 <br />Clinical Savings <br />-S15.32 <br />Year One Target <br />$109.01 <br />Year Two Target <br />Year One Actual + 8% <br />Year Three Tar et - <br />Year Two Actual + 8% <br />• Year Two and Year Three PMPM Targets shall be established by taking the previous year's final <br />reconciled PMPM and adding the maximum trend included in the PMPM Target chart above. <br />• The individual components of the PMPM Target are not evaluated as components, only the final <br />net PMPM Target shall be used for evaluation. <br />• The following types of Claims are excluded from the PMPM Target: i) vaccines, ii) Covid test kits <br />48 <br />This document is CONFIDENTIAL AND PROPRIETARY to RIGHTWAY Healthcare, Inc. and may not be reproduced, <br />transmitted, published, or disclosed to others without the prior written authorization of RIGHTWAY Healthcare, Inc. <br />