Common use of Chargeback Claims Clause in Contracts

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. Seller Sellers 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, wholesaler or distributor prior to the Closing Date and during the thirty (30) day period following 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 on or after such period, but only to the extent such Chargeback Claims do not exceed $200,000 in the aggregate. If after the thirty (including hospitals30) day period following the Closing Date such Chargeback Claims related to the Products exceed $200,000 in the aggregate the Parties shall determine, health systems and integrated delivery networks) on in accordance with this Section 6.17(c), whether any such Chargeback Claim relates to Products sold before or after the Closing Date, with the Sellers assuming financial and legal responsibility for those Chargeback Claims which relate to sales occurring prior to the Closing Date and during the thirty (30) day period following the Closing Date, and the Purchaser assuming financial and legal responsibility for those Chargeback Claims which relate to sales occurring after the Closing Date. The For the purposes of this Section 6.17(c), 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 SellerCPI’s Federal Supply Schedule must be approved before the responsibility of processing such claims is transferred from Seller Sellers to Purchaser. Sellers will use reasonable best efforts to obtain such approval as promptly as possible after the Closing Date. Until such approval is obtained, Seller Sellers shall continue to be responsible for processing the Federal Supply Schedule Chargeback Claims on Purchaser’s behalf, and Purchaser shall reimburse Seller Sellers for samesame as set forth below. Purchaser and Seller Sellers agree that (A) Seller’s Sellers’ financial liability for the Chargeback Claims shall be limited to those commercial customers with which Seller has Sellers or CPI have chargeback obligations as of the Closing Date, and (B) any such chargebacks Chargeback Claims issued by Seller Sellers shall be made in accordance with terms and conditions of Seller’s Sellers’ obligations as of the Closing Date with respect to each customer and shall be solely based on the terms and conditions of SellerSellers’ or CPI’s agreements with the respective customer, as such terms and conditions existed as of the Closing Date. Seller Sellers shall utilize records from third third-party rebate administrators to demonstrate which chargebacks relate to Products sold by a the wholesaler or distributor, as evidenced in the invoice date within the Chargeback Claims, distributor prior to or during the thirty (30) day period following the Closing Date for purposes of determining Seller’s Sellers’ obligation. The foregoing provisions of this Section 6.17(c) shall apply except to the extent otherwise provided pursuant to the terms of the Transition Services Agreement.

Chargeback Claims. Seller (i) Sellers shall process and be financially and legally responsible for all chargeback claims (“Chargeback Claims”) related to Products Product that can be identified as having been sold by each wholesale or on behalf of Sellers or any of their respective Affiliates, and, for Product that cannot be so identified, for Chargeback Claims related to Product sold (A) prior to the Closing and account-level customer (including hospitals, health systems and integrated delivery networks)B) during the [***] day period following the Closing Date, as evidenced in the invoice date within the Chargeback Claims, prior to the Closing Date. Purchaser Purchasers shall process and be financially and legally responsible for all Chargeback Claims related to Products that can be identified as having been sold by each wholesale and account-level customer (including hospitalsor on behalf of Purchaser, health systems and integrated delivery networks) and, for Product that cannot be so identified, for Chargeback Claims related to Product sold on or after the [***] day following the Closing Date, as evidenced in the invoice date within the Chargeback Claims. 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, Purchasers and Purchaser shall reimburse Seller for same. Purchaser and Seller Sellers agree that (A1) Seller’s Sellers’ 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 (B2) any such chargebacks issued by Seller Sellers shall be made in accordance with terms and conditions of Seller’s Sellers’ or their Affiliates’ obligations as of the Closing Date with respect to each customer and shall be solely based on the terms and conditions of Seller’s Sellers’ or their respective Affiliates’ agreements with the respective customer, as such terms and conditions existed as of the Closing DateClosing. Seller Sellers shall utilize records from third party Third Party rebate administrators to demonstrate which chargebacks relate to Products Product sold by a the wholesaler or distributor, as evidenced in the invoice date [***] within the Chargeback Claims, prior to or during the [***] day period following the Closing Date for purposes of determining SellerSellers’ obligations. (ii) If a Non-Responsible Party receives a Chargeback Claim that is the responsibility of the Responsible Party, such Non-Responsible Party shall promptly provide a copy of such Chargeback Claim to the Responsible Party and such Responsible Party shall have [***] days following receipt of such Chargeback Claim to notify the Non-Responsible Party that it intends to dispute such invoice. If the Responsible Party does not so notify the Non- Responsible Party within such [***] period, such Non-Responsible Party shall be permitted to remit payment in respect of such Chargeback Claim on the Responsible Party’s obligationbehalf and the Responsible Party shall reimburse the Non-Responsible Party for such payment pursuant to the terms of Section 7.16(d). If the Responsible Party provides such notice to the Non-Responsible Party within such [***] period then the Responsible Party shall promptly initiate a dispute of such Chargeback Claim at its sole cost and expense and shall be liable for all reasonable costs and expenses (including reasonable attorney fees) of the Non-Responsible Party required to prosecute the disputed Chargeback Claim. In the event that a Chargeback Claim is disputed under this Section 7.16(d) by the Responsible Party, the Non-Responsible Party shall not remit payment in respect of such Chargeback Claim [***]; provided that [***]; provided, further, that, notwithstanding the foregoing, [***]. (iii) Notwithstanding anything to the contrary in this Agreement, the Sellers shall have the responsibility to reconcile all deductions made for actual or estimated chargeback claims (or other permitted deductions from Net Sales) in supply price reports delivered pursuant to the Product License Agreement or the Termination Agreement in respect of sales of Product made prior to the Closing to the actual finally-determined amounts of those chargeback claims (or other permitted deductions from Net Sales) once made and paid, expired or not in fact claimed, and reasonably promptly communicate such reconciliation to the Purchasers. Reasonably promptly following such reconciliation(s), the Sellers shall either (A) pay to the Purchasers any amounts underpaid or (B) claim back from the Purchasers any amounts overpaid, in each case relative to the amounts which would in fact have been due under those supply price reports if the finally-determined amounts had been known at the time of the issuance of such supply price reports. The Purchasers shall similarly have the responsibility to reconcile all estimated deductions made for actual or estimated chargeback claims (or other permitted deductions from Net Sales) in calculating Net Sales for the purpose of paying Net Sales Milestone Payments to the actual finally-determined amounts of those chargeback claims (or other permitted deductions from Net Sales) once made and paid, expired or not in fact claimed, and to reasonably promptly communicate such reconciliation to the Sellers if such reconciliation would have been reasonably likely to impact whether or not a Net Sales Milestone Payment became due.

Chargeback Claims. (i) 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)the wholesaler or distributor, as evidenced in the invoice date within the Chargeback Claims, prior to the Closing Date and during the *** period following the Closing Date. Purchaser Purchasers 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 *** following 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 's Federal Supply Schedule before the responsibility of processing such claims is transferred from Seller to PurchaserPurchasers. Until such approval is obtained, Seller shall continue to be responsible for processing the Federal Supply Schedule Chargeback Claims on Purchaser’s Purchasers' behalf, and Purchaser Purchasers shall reimburse Seller for same. Purchaser Purchasers and Seller agree that (A) Seller’s '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 '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 '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 the wholesaler or distributor, as evidenced in the invoice date within the Chargeback Claims, prior to or during the *** period following the Closing Date for purposes of determining Seller’s 's obligation. (ii) If a Non-Responsible Party receives a Chargeback Claim that is the responsibility of the Responsible Party, such Non-Responsible Party shall promptly provide a copy of such Chargeback Claim to the Responsible Party and such Responsible Party shall have fifteen (15) days following receipt of such Chargeback Claim to notify the Non-Responsible Party that it intends to dispute such invoice. If the Responsible Party does not so notify the Non-Responsible Party within such fifteen (15) day period, such Non-Responsible Party shall be permitted to remit payment in respect of such Chargeback Claim on the Responsible Party's behalf and the Responsible Party shall reimburse the Non-Responsible Party for such payment pursuant to the terms of Section 1.1(e)(iii). If the Responsible Party provides such notice to the Non-Responsible Party within such fifteen (15) day period then the Responsible Party shall promptly initiate a dispute of such Chargeback Claim at its sole cost and expense and shall be liable for all reasonable costs and expenses (including reasonable attorney fees) of the Non-Responsible Party required to prosecute the disputed Chargeback Claim. In the event that a Chargeback Claim is disputed under this Section 1.1(e)(ii) by the Responsible Party, the Non-Responsible Party shall not remit payment in respect of such Chargeback Claim without the Responsible Party's prior written consent; provided, that any late fees, interest or other penalties that are ultimately owing due to delayed payment on such Chargeback Claim shall be satisfied by the Responsible Party and provided, further, that notwithstanding the foregoing, the Non-Responsible Party may, in its sole discretion, pay any such disputed Chargeback Claim without the consent of the Responsible Party, but in such case the Non-Responsible Party shall be entitled to reimbursement by the Responsible Party only with respect to amounts if any, that are finally owing following settlement of the related dispute. (iii) Subject to Section 1.1(e)(ii), to the extent a Non-Responsible Party processes Chargeback Claims which are the responsibility of Responsible Party, the Responsible Party shall reimburse the Non-Responsible Party on or before the date that is thirty (30) days following receipt of such invoices by such Non-Responsible Party, provided, that such invoices describe in reasonable detail the payments made by such Non-Responsible Party.

Chargeback Claims. (i) Seller shall be financially and legally responsible for all chargeback claims (“Chargeback Claims”and associated administrative fees) (the "CHARGEBACK CLAIMS") related to Products the Product 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, on or prior to the Closing Date. Purchaser shall process and be financially and legally responsible for all Chargeback Claims related to Products the Product 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 the Product from Seller’s 's (and Seller Sub's) Federal Supply Schedule ("FSS") before the responsibility of processing such claims rebates is transferred from Seller or Seller Sub to Purchaser. Until such approval is obtained, Seller (or Seller Sub) shall continue to be responsible for processing the Federal Supply Schedule FSS Chargeback Claims for which Purchaser is financially responsible on Purchaser’s 's behalf, and Purchaser shall reimburse Seller for samesame as set forth below. Purchaser and Seller agree that (Ai) Seller’s 's and Seller Sub's financial liability for the Chargeback Claims shall be limited to those commercial customers with which Seller or Seller Sub has chargeback obligations as of the Closing Date, and (Bii) any such chargebacks Chargeback Claims issued by Seller or Seller Sub shall be made in accordance with on terms and conditions of equivalent to Seller’s 's and Seller Sub's obligations as of the Closing Date with respect to each customer as set forth in Seller's and shall be solely based on the Seller Sub's terms and conditions of Seller’s agreements agreement with the respective customer, as such terms and conditions existed customer as of the Closing Date. Seller shall utilize records from third party rebate administrators to demonstrate which chargebacks Chargeback Claims relate to the Products sold by a wholesaler on or distributor, as evidenced in the invoice date within the Chargeback Claims, prior to the Closing Date for purposes of determining Seller’s 's obligation. (ii) To the extent that Seller or Seller Sub processes Chargeback Claims which are the financial responsibility of Purchaser, Purchaser shall reimburse Seller within thirty (30) days of receipt of invoices that describe the requested payments in reasonable detail and include reasonable supporting documentation. To the extent that Purchaser processes Chargeback Claims which are the financial responsibility of Seller, Seller shall reimburse Purchaser within thirty (30) days of receipt of invoices that describe the requested payments in reasonable detail and include reasonable supporting documentation.

Chargeback Claims. Seller (i) Sellers shall be financially and legally responsible for all chargeback claims (“Chargeback Claims”) related to Products Product sold in the U.S. by each wholesale and account-level customer (including hospitals, health systems and integrated delivery networks)any wholesaler or distributor, 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 Product sold by each wholesale and account-level customer (including hospitals, health systems and integrated delivery networks) in the U.S. on or after the Closing Date. The date on which Products Product 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 Product from Seller’s Sellers’ Federal Supply Schedule before the responsibility of processing such claims is transferred from Seller Sellers to Purchaser. Until such approval is obtained, Seller Sellers shall continue to be responsible for processing the Federal Supply Schedule Chargeback Claims on Purchaser’s behalf, and Purchaser shall reimburse Seller Sellers for same. Purchaser and Seller Sellers agree that (A) Seller’s Sellers’ financial liability for the Chargeback Claims shall be limited to those commercial customers with which Seller has Sellers have chargeback obligations as of the Closing Date, and (B) any such chargebacks issued by a Seller shall be made in accordance with terms and conditions of such Seller’s obligations as of the Closing Date with respect to each customer and shall be solely based on the terms and conditions of such Seller’s agreements with the respective customer, as such terms and conditions existed as of the Closing Date. Seller Sellers shall utilize records from third party rebate administrators to demonstrate which chargebacks relate to Products Product 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 Sellers’ obligation. (ii) If a Non-Responsible Party receives a Chargeback Claim that is the responsibility of the Responsible Party, such Non-Responsible Party shall promptly provide a copy of such Chargeback Claim to the Responsible Party and such Responsible Party shall have fifteen (15) days following receipt of such Chargeback Claim to notify the Non-Responsible Party that it intends to dispute such invoice. If the Responsible Party does not so notify the Non-Responsible Party within such fifteen (15) day period, such Non-Responsible Party shall be permitted to remit payment in respect of such Chargeback Claim on the Responsible Party’s behalf and the Responsible Party shall reimburse the Non-Responsible Party for such payment pursuant to the terms of Section 7.11(e)(iii). If the Responsible Party provides such notice to the Non-Responsible Party within such fifteen (15) day period then the Responsible Party shall promptly initiate a dispute of such Chargeback Claim at its sole cost and expense and shall be liable for all reasonable costs and expenses (including reasonable attorney fees) of the Non-Responsible Party required to prosecute the disputed Chargeback Claim. In the event that a Chargeback Claim is disputed under this Section 7.11(e)(ii) by the Responsible Party, the Non-Responsible Party shall not remit payment in respect of such Chargeback Claim without the Responsible Party’s prior written consent; provided, however, that any late fees, interest or other penalties that are ultimately owing due to delayed payment on such Chargeback Claim shall be satisfied by the Responsible Party; and provided further that notwithstanding the foregoing, the Non-Responsible Party may, in its sole discretion, pay any such disputed Chargeback Claim without the consent of the Responsible Party, but in such case the Non-Responsible Party shall be entitled to reimbursement by the Responsible Party only with respect to amounts if any, that are finally owing following settlement of the related dispute. (iii) Subject to Section 7.11(e)(ii), to the extent a Non-Responsible Party processes Chargeback Claims which are the responsibility of the Responsible Party, the Responsible Party shall reimburse the Non-Responsible Party on or before the date that is thirty (30) days following receipt of such invoices from such Non-Responsible Party; provided, however, that such invoices describe in reasonable detail the payments made by such Non-Responsible Party.

Chargeback Claims. (i) The Parties acknowledge that Seller does not have commercial chargeback agreements, and that chargebacks arise only with respect to the Seller’s Federal Supply Schedule and 340B/PHS agreements. The Seller shall be financially and legally responsible for all chargeback claims (“Chargeback Claims”) related to Products sold by each wholesale and account-level under the Seller’s customer contracts (including hospitals, health systems Seller’s Federal Supply Schedule and integrated delivery networks), as evidenced in 340B/PHS agreements) by the invoice date within the Chargeback Claims, prior wholesaler or distributor. Prior to the Closing Date. Date and for the duration of the Government Rebates/Discounts/Fees Tail Period, the Purchaser shall process (subject to the Transition Services Agreement) and be financially and legally responsible only for all Chargeback Claims related to Products sold by each wholesale and account-level under the Purchaser’s 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 contracts by the applicable wholesalerwholesaler or distributor. Notwithstanding the foregoing, the Parties acknowledge that the VA National Acquisition Center must approve the removal of Products from the Seller’s Federal Supply Schedule before the responsibility of processing such claims is transferred from the Seller to the Purchaser. Until such approval is obtainedobtained (and thereafter, to the extent provided in the Transition Services Agreement), the Seller shall continue to be responsible for processing the Federal Supply Schedule Chargeback Claims on the Purchaser’s behalf, behalf to the extent provided in the Transition Services Agreement and the Purchaser shall reimburse the Seller for sameas set forth in the Transition Services Agreement. The Purchaser and the Seller agree that (A) the Seller’s financial liability for the Chargeback Claims shall be limited to those commercial customers with which the Seller has chargeback obligations as of the Closing Date, Date and (B) any such chargebacks issued by the Seller shall be made in accordance with terms and conditions of the Seller’s obligations as of the Closing Date with respect to each customer and shall be solely based on the terms and conditions of the Seller’s agreements with the respective customer, as such terms and conditions existed as . (ii) If a Non-Responsible Party receives a Chargeback Claim that is the responsibility of the Closing DateResponsible Party, such Non-Responsible Party shall promptly provide a copy of such Chargeback Claim to the Responsible Party and such Responsible Party shall have fifteen (15) days following receipt of such Chargeback Claim to notify the Non-Responsible Party that it intends to dispute such invoice. Seller If the Responsible Party does not so notify the Non-Responsible Party within such fifteen (15) day period, such Non-Responsible Party shall utilize records be permitted to remit payment in respect of such Chargeback Claim on the Responsible Party’s behalf and the Responsible Party shall reimburse the Non-Responsible Party for such payment pursuant to the terms of Section 7.11(d)(iii). If the Responsible Party provides such notice to the Non-Responsible Party within such fifteen (15) day period then the Responsible Party shall promptly initiate a dispute of such Chargeback Claim at its sole cost and expense and shall be liable for all reasonable costs and expenses (including reasonable attorney fees) of the Non-Responsible Party required to prosecute the disputed Chargeback Claim. In the event that a Chargeback Claim is disputed under this Section 7.11(d)(ii) by the Responsible Party, the Non-Responsible Party shall not remit payment in respect of such Chargeback Claim without the Responsible Party’s prior written consent; provided that any late fees, interest or other penalties that are ultimately owing due to delayed payment on such Chargeback Claim shall be satisfied by the Responsible Party and provided further that notwithstanding the foregoing, the Non-Responsible Party may, in its sole discretion, pay any such disputed Chargeback Claim without the consent of the Responsible Party, but in such case the Non-Responsible Party shall be entitled to reimbursement by the Responsible Party only with respect to amounts if any, that are finally owing following settlement of the related dispute. (iii) Subject to Section 7.11(d)(ii), to the extent a Non-Responsible Party processes Chargeback Claims which are the responsibility of Responsible Party, the Responsible Party shall reimburse the Non-Responsible Party on or before the date that is thirty (30) days following receipt of such undisputed invoices from third party rebate administrators such Non-Responsible Party, provided that such invoices describe in reasonable detail the payments made by such Non-Responsible Party. (iv) Following the Closing, except as expressly set forth hereinabove, the Purchaser shall be responsible to demonstrate which chargebacks relate provide all price, price increase and justification for price increase to all Governmental Authorities, including all applicable federal and state agencies. In addition, following the Closing, the Purchaser shall be responsible for all state and federal reporting relating to state or federal drug price transparency requirements for any and all Products sold by a wholesaler or distributor, as evidenced in under the invoice date within the Chargeback Claims, prior to the Closing Date for purposes of determining Seller’s obligationNDC Number or product identifier, unless specifically requested and paid for by the Purchaser under the Transition Services Agreement.

Chargeback Claims. (a) Seller shall be financially and legally responsible for all chargeback claims (and associated administrative fees) (the “Chargeback Claims”) related to Products Product 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, Seller prior to the Closing Date. Purchaser Buyer shall process and be financially and legally responsible for all other 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 Product in the preceding sentence shall be the date on which it was shipped by the applicable wholesalerBuyer Territory. Notwithstanding the foregoing, the Parties acknowledge that the VA National Acquisition Center must approve the removal of Products the Product from Seller’s Federal Supply Schedule FSS before the responsibility of processing such claims rebates is transferred from Seller to PurchaserBuyer. Until such approval is obtainedobtained (and the Parties agree that they shall each use commercially reasonable efforts to promptly facilitate such approval), Seller shall continue to be responsible for processing the Federal Supply Schedule FSS Chargeback Claims for which Buyer is financially responsible on PurchaserBuyer’s behalf, and Purchaser Buyer shall reimburse Seller for samesame as set forth below. Purchaser The Parties agree that, upon Closing, Seller may immediately remove the Product from its agreement under the PHS 340B Program. Buyer and Seller agree that (Ai) 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, Date and (Bii) any such chargebacks Chargeback Claims issued by Seller shall be made in accordance with on terms and conditions of equivalent to 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. (b) To the extent that Seller processes Chargeback Claims that are the financial responsibility of Buyer, Buyer shall reimburse Seller within 30 days after receipt of invoices that describe the requested payments in reasonable detail and include reasonable supporting documentation. To the extent that Buyer processes Chargeback Claims that are the financial responsibility of Seller, Seller shall utilize records from third party rebate administrators to demonstrate which chargebacks relate to Products sold by a wholesaler or distributor, as evidenced reimburse Buyer within 30 days after receipt of invoices that describe the requested payments in the invoice date within the Chargeback Claims, prior to the Closing Date for purposes of determining Seller’s obligationreasonable detail and include reasonable supporting documentation.

Chargeback Claims. (i) If Seller Elects to Launch the Products Prior to the Closing Date. The following shall apply if and only if Seller elects to Launch the Products prior to the Closing Date under and in accordance with Section 4.8 of this Agreement: (A) Seller shall process and be financially and legally responsible for all chargeback claims (the “Chargeback Claims”) related relating to Products bearing Seller’s NDC numbers that can be identified by invoice or otherwise as having been 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, or on behalf of Seller prior to the Closing Date. Purchaser For Products that cannot be so identified, Seller shall process and be financially and legally responsible for all Chargeback Claims related relating to Products Product sold by each wholesale and account-level customer (including hospitals, health systems and integrated delivery networks) on or after prior to the Closing DateDate and during the thirty (30)-day period following the Closing Date (the “Chargeback Tail Period”). 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 anything in this Section 5.16(e)(i) to the foregoingcontrary, Buyer agrees that Seller shall not bear any financial liability for Chargeback Claims under this Section 5.16(e)(i) in excess of the Parties acknowledge Chargeback Claim financial liability that Seller would have borne with respect to the sale of Products at Seller’s commercial prices for the Products in effect as of the Closing Date, as evidenced by the applicable invoice date. Buyer shall process and be financially liable for all Chargeback Claims related to any other Products that can be identified by invoice or otherwise as having been sold by or on behalf of Buyer after the Closing Date, including (1) Products bearing Seller’s NDC numbers and included in Seller Labeled Inventory and (2) Products bearing Buyer’s NDC numbers, in either case (1) or (2) that is sold after the Closing Date. In addition, for Products that cannot be so identified, Buyer shall process and be financially responsible for Chargeback Claims relating to Product sold after the Chargeback Tail Period. 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, as evidenced by the applicable invoice date. Seller shall utilize records from Third Party rebate administrators to demonstrate which chargebacks relate to the Products sold by the wholesaler or distributor, as evidenced in the invoice date within the Chargeback Claims, on, prior to or after the Closing Date or during or after the Chargeback Tail Period for purposes of determining Seller’s and Buyer’s obligations under this Section 5.16(e)(i). (B) Within fifteen (15) Business Days after the Closing Date, Buyer shall (1) (aa) cause the VA National Acquisition Center must to approve the removal addition of the Products from Seller(including Seller Labeled Inventory) to Buyer’s Master Agreement/Pharmaceutical Pricing Agreement/Federal Supply Schedule before Contract (“FSS”) or (bb) obtain an interim FSS contract in Buyer’s (or its Affiliate’s) name for the responsibility of processing such claims is transferred from Products (including Seller to Purchaser. Until such approval is obtained, Seller shall continue to be responsible Labeled Inventory); (2) obtain an interim Medicaid Drug Rebate Program Agreement in Buyer’s (or its Affiliates’) name with the Centers for processing Medicare and Medicaid Services; and (3) obtain a 340B Pharmaceutical Pricing Agreement in Buyer’s (or its Affiliates’) name with the Federal Supply Schedule Chargeback Claims on Purchaser’s behalf, Health Resources and Purchaser shall reimburse Seller for same. Purchaser Services Administration. (C) Buyer and Seller agree that (Ai) Seller’s financial liability for the Chargeback Claims shall be limited to those commercial customers with which Seller or any of its Affiliates has chargeback obligations as of the Closing Date, and (Bii) any such chargebacks issued by Seller shall be made in accordance with on terms and conditions of comparable to 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.