Chargeback Claims. Seller shall be financially and legally responsible for all chargeback claims (“Chargeback Claims”) related to Products sold by each wholesale and account-level customer (including hospitals, health systems and integrated delivery networks), as evidenced in the invoice date within the Chargeback Claims, prior to the Closing Date. Purchaser shall process and be financially and legally responsible for all Chargeback Claims related to Products sold by each wholesale and account-level customer (including hospitals, health systems and integrated delivery networks) on or after the Closing Date. The date on which Products shall be deemed to have been sold pursuant to the preceding sentence shall be the date on which it was shipped by the applicable wholesaler. Notwithstanding the foregoing, the Parties acknowledge that the VA National Acquisition Center must approve the removal of Products from Seller’s Federal Supply Schedule before the responsibility of processing such claims is transferred from Seller to Purchaser. Until such approval is obtained, Seller shall continue to be responsible for processing the Federal Supply Schedule Chargeback Claims on Purchaser’s behalf, and Purchaser shall reimburse Seller for same. Purchaser and Seller agree that (A) Seller’s financial liability for the Chargeback Claims shall be limited to those commercial customers with which Seller has chargeback obligations as of the Closing Date, and (B) any such chargebacks issued by Seller shall be made in accordance with terms and conditions of Seller’s obligations as of the Closing Date with respect to each customer and shall be solely based on the terms and conditions of Seller’s agreements with the respective customer, as such terms and conditions existed as of the Closing Date. Seller shall utilize records from third party rebate administrators to demonstrate which chargebacks relate to Products sold by a wholesaler or distributor, as evidenced in the invoice date within the Chargeback Claims, prior to the Closing Date for purposes of determining Seller’s obligation.
Chargeback Claims. GSK shall process and be financially responsible for all chargeback claims related to Product sold by Third Parties through December 31, 2007 ("GSK Chargeback Period"), and Prometheus shall process and be financially responsible for all chargeback claims related to Product sold by Third Parties on or after January 1, 2008. Notwithstanding the foregoing, the Parties acknowledge that the VA National Acquisition Center must approve the removal of the Product from GSK's Federal Supply Schedule ("FSS") before the responsibility of processing such chargebacks is transferred from GSK to Prometheus. Until such approval is obtained, GSK shall continue to be responsible for processing the FSS chargebacks claimed under the GSK's NDC numbers after the expiration of the GSK Chargeback Period on Prometheus' behalf, and Prometheus shall reimburse GSK for such chargeback claims. Prometheus and GSK agree that GSK shall have no financial liability for chargeback claims after the GSK Chargeback Period. To the extent that a Party processes, issues credits or remits payment for chargeback claims in respect of Product for which the other Party is financially responsible under this Section 3.6(c), the other Party shall reimburse such processing or paying Party within thirty (30) days of receipt of invoices that describe the requested payments in reasonable detail, other than amounts that are the subject of bona fide disputes.
Chargeback Claims. With respect to Chargeback claims for the Licensed Product bearing invoice dates: (i) on or after the Effective Date, Titan shall be responsible financially and shall reimburse Braeburn for such Chargeback claims paid by Braeburn, and (ii) prior to the Effective Date, Braeburn shall be responsible financially for such Chargeback claims; provided, that Braeburn shall be entitled to prompt (and in any event within three Business Days) reimbursement from Titan for incremental chargebacks attributable to any price increase taken by Titan. For the avoidance of doubt, Braeburn shall not be financially responsible for any Chargeback claims related to Licensed Product bearing a Titan NDC.
Chargeback Claims. Shore shall be financially responsible for all chargebacks related to Licensed Products pursuant to any Product Agreement or other similar agreement in effect prior to the Effective Date. Santarus shall be responsible for all other chargebacks relating to Licensed Products.
Chargeback Claims. Except as limited in Section 8.10(d) below, Seller shall be financially responsible for all chargeback claims for the Products with a chargeback invoice dated (i.e. date of sale from the wholesaler to the wholesaler customer, subsequently referred to as the "Activity Date") prior to [***] (the "Transition Chargebacks"). Buyer shall process and be financially liable for all chargeback claims with an Activity Date subsequent to [***]. Notwithstanding the foregoing, the parties acknowledge that the VA National Acquisition Center must approve the removal of the Products from Seller's Federal Supply Schedule ("FSS") before the responsibility of processing such rebates is transferred from Seller to Buyer. Accordingly, in the event such approval is not obtained prior to [***], Seller shall continue to be responsible for processing the FSS chargebacks on Buyer's behalf, and Buyer shall reimburse Seller for same. Buyer and Seller agree that (a) Seller's financial liability for the Transition Chargebacks shall be limited to those commercial customers with which Seller has chargeback obligations as of the Closing, and (b) any such chargebacks issued by Seller shall be made on terms and conditions comparable to Seller's obligations as of the Closing with respect to each customer and shall be based on Seller's terms of respective agreements as of the Closing.
Chargeback Claims. (i) Seller shall be financially and legally responsible for all chargeback claims (the “Chargeback Claims”) related to Infergen sold [...***...
Chargeback Claims. Seller shall be financially responsible for all chargeback claims (and associated administrative service fees or affiliated industrial funding fee, if applicable) related to Product with a chargeback invoice date prior to the Closing Date. Buyer shall be financially responsible for all chargeback claims (and associated administrative service fees or affiliated industrial funding fee, if applicable) related to Product with a chargeback invoice date on or after the Closing Date. Any chargebacks issued by Seller shall be made on terms and conditions comparable to Seller’s obligations as of the Closing with respect to each customer and shall be based on Seller’s terms of respective agreements as of the Closing Date. To the extent a party processes chargebacks that are the responsibility of the other party hereto, such party shall reimburse such payment within 30 days of receipt of invoices that describe the requested payments in reasonable detail.
Chargeback Claims. (i) Buyer shall be solely responsible for and with respect to all chargeback claims (the “Chargeback Claims”) relating to the sale of the Products, regardless of whether they bear Seller’s NDC numbers or Buyer’s NDC numbers (including, but not limited to, Retained Inventory sold by Seller after the Closing Date under and in accordance with Section 5.17 of this Agreement).
(ii) Within thirty (30) Days after the Closing Date, Buyer shall (1) (aa) apply to the VA to approve the addition of the Products (including Seller Labeled Inventory) to Buyer’s Master Agreement/Pharmaceutical Pricing Agreement/Federal Supply Schedule Contract (“FSS”) or (bb) apply to obtain an interim FSS contract in Buyer’s (or its Affiliate’s) name for the Products (including Seller Labeled Inventory); (2) as applicable consistent with Buyer’s commercialization plans, apply to obtain an interim Medicaid Drug Rebate Program Agreement in Buyer’s (or its Affiliates’) name with the Centers for Medicare and Medicaid Services; and (3) as applicable consistent with Buyer’s commercialization plans, apply to obtain a 340B Pharmaceutical Pricing Agreement in Buyer’s (or its Affiliates’) name with the Health Resources and Services Administration.”
4. Section 5.17 of the Agreement is hereby amended and restated to read in its entirety as follows:
Chargeback Claims. Notwithstanding anything to the contrary in this Agreement, [*****] shall be financially and legally responsible for [*****] chargeback claims related to Products sold or distributed prior to [*****] (“Chargeback Claims”); provided, that claims for such Chargeback Claims are received [*****].[*****] shall process and bear all responsibility (including, without limitation, financial and legal responsibility) for all Chargeback Claims claimed after [*****]; provided, that, in the event [*****].
Chargeback Claims. 3.4.1 [***].
3.4.2 [***].
3.4.3 [***].
