Commercial Rebates. (a) From and after the Closing, Seller shall be financially responsible for all commercial rebates with respect to Product labeled with an NDC number of Seller and dispensed to patients prior to the expiration of the Rebate Tail Period. From and after the Closing, Buyer shall be financially responsible for all commercial rebates with respect to Product dispensed to patients beginning on the date following the expiration of the Rebate Tail Period. After the Closing, Seller shall be administratively responsible for processing all such rebates for Product labeled with an NDC number of Seller. Buyer shall be administratively responsible for processing all such rebates for Product labeled with an NDC number of Buyer.
(b) To the extent that any commercial rebates are invoiced on a calendar quarter basis, in the event that the Rebate Tail Period is not the last day of a calendar quarter, (i) Seller shall be financially responsible for the amount of such rebates that is equal to the product of (A) a fraction, the numerator of which is the sum of the number of days in such calendar quarter included in the Rebate Tail Period plus the number of days in such calendar quarter prior to, and including, the Closing Date, and the denominator of which is the number of days in such calendar quarter, and (B) the amount of the rebate and (ii) Buyer shall be financially responsible for the amount of such rebates that is equal to the product of (A) one minus the fraction determined pursuant to clause (i) above and (B) the amount of the rebate.
(c) Notwithstanding the foregoing, the Parties agree that (i) Seller shall not be responsible for credits or shelf stock adjustments to the extent resulting from price decreases initiated by Buyer on or after the Closing Date and (ii) any such commercial rebate payments by Seller shall be made on the terms and conditions equivalent to Seller’s rebate obligations as of the Closing with respect to each commercial customer as set forth in Seller’s terms of agreement with such customer.
(d) To the extent that Seller processes any commercial rebates 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 any commercial rebates that are the financial responsibility of Seller, Seller shall reimburse Buyer within 30 days after receipt of invoices ...
Commercial Rebates. (i) Responsibility for commercial rebates with respect to Products ("Commercial Rebates") shall be allocated between Seller and Purchasers as follows:
(1) Seller shall be responsible for (x) all Commercial Rebates with respect to Products dispensed to patients on or prior to the Closing Date and (y) all Commercial Rebates with respect to Products dispensed to patients during the *** period following the Closing Date (such period, the "Commercial Rebate Tail Period").
(2) Purchasers shall be responsible for all Commercial Rebates with respect to Products dispensed to patients beginning on the date following the expiration of the Commercial Rebate Tail Period.
(3) To the extent that information related to Commercial Rebates is received with respect to the calendar quarter that includes the Commercial Rebate Tail Period following the end of such calendar quarter, and such information does not include a dispense date, (A) Seller shall be responsible for the amount of such Commercial Rebates which shall be equal to the product of (x) a fraction, the numerator of which is the sum of the number of days in such calendar quarter represented by the Commercial Rebate Tail Period plus the number of days in such calendar quarter prior to, and including, the Closing Date, and the denominator of which is the number of days in such calendar quarter, and (y) the amount of the Commercial Rebate and (B) Purchasers shall be responsible for the amount of such Commercial Rebates which shall be equal to the product of (x) one (1) minus the fraction determined pursuant to clause (A) above and (y) the amount of the Commercial Rebate.
(ii) If a Non-Responsible Party receives an invoice with respect to a Commercial Rebate that is the responsibility of the Responsible Party, such Non-Responsible Party shall promptly provide a copy of such invoice to the Responsible Party and such Responsible Party shall have fifteen (15) days following receipt of such invoice 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 invoice 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 7.16(d)(iii). If the Responsible Party provides such notice to the Non-Responsible Party within such 15-day ...
Commercial Rebates. Responsibility for commercial rebates with respect to Products (“Commercial Rebates”) shall be allocated between Seller and Purchaser as follows:
(a) Seller shall be responsible for all Commercial Rebates with respect to Products dispensed to patients on or prior to the Closing Date.
(b) Purchaser shall be responsible for all Commercial Rebates with respect to Products dispensed to patients beginning on the date following the Closing Date.
(c) To the extent that information related to Commercial Rebates is received with respect to the calendar quarter that includes the Closing Date, and such information does not include a dispense date, (i) Seller shall be responsible for the amount of such Commercial Rebates which shall be equal to the product of (x) a fraction, the numerator of which is the number of days in the period beginning the first day of such calendar quarter and ending on the Closing Date, and the denominator of which is the number of days in such calendar quarter, and (y) the amount of the Commercial Rebate and (ii) Purchaser shall be responsible for the amount of such Commercial Rebates which shall be equal to the product of (x) one (1) minus the fraction determined pursuant to clause (i)(x) above and (y) the amount of the Commercial Rebate.
Commercial Rebates. Prior to the Processing Transfer Date, Depomed shall process all rebates under the Commercial Rebate Agreements. From and after the Processing Transfer Date, Santarus shall process all rebates under the Commercial Rebate Agreements for Products dispensed from and after October 1, 2011, and Depomed shall continue to process all rebates under the Commercial Rebate Agreements for Products dispensed prior to October 1, 2011. On a monthly basis, each party shall report to the other in writing any Product rebates processed and paid by it for which Depomed is financially responsible pursuant to Section 9.3(b). Any Product rebates for which Depomed is financially responsible under Section 9.3(b) processed and paid by Santarus under the Commercial Rebate Agreements shall be invoiced to Depomed on a monthly basis and paid by Depomed within thirty (30) days after Depomed’s receipt thereof (and Depomed shall reduce the Depomed Commercial Rebates Reserve by the amount of such invoice) until the balance in the Depomed Commercial Rebates Reserve is zero. Any Product rebates for which Santarus is financially responsible pursuant to Section 9.3(b) that are processed and paid by Depomed under the Commercial Rebate Agreements shall be invoiced to Santarus on a monthly basis and paid by Santarus within thirty (30) days after Santarus’ receipt thereof. In the event there is any remaining Depomed Commercial Rebates Reserve as of April 1, 2012 (i.e., the Depomed Commercial Rebates
Commercial Rebates. GSK shall process and be financially responsible for all commercial rebates related to Product sold by Third Parties through December 31, 2007. Subject to any services required of GSK under this Agreement, Prometheus shall process and be financially responsible for all commercial rebates related to Product sold by Third Parties on or after January 1, 2008. To the extent that a Party processes, issues credits or remits payment for commercial rebates in respect of Product for which the other Party is financially responsible under this Section 3.6(b), 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.
Commercial Rebates. (i) Depomed shall be responsible for (A) all commercial rebates with respect to Products (“Commercial Rebates”) dispensed to patients prior to the Closing Date and (B) all Commercial Rebates with respect to Products dispensed to patients through the Depomed Responsibility Period, provided, however, that Collegium shall be financially responsible for any incremental rebate amounts resulting from any price increases implemented by Collegium after the Closing Date for such lots.
(ii) Collegium shall be responsible for all Commercial Rebates with respect to Products dispensed to patients after the Depomed Responsibility Period.
Commercial Rebates. Seller shall be financially responsible for all commercial rebates (and associated administrative service fees, if applicable) with respect to all Product sold during the calendar quarter immediately preceding the Closing Date. During the calendar quarter in which the Closing Date occurs (the “Closing Quarter”), the financial responsibility for the total commercial rebates (and associated administrative service fees if applicable) with respect to Product sold during such Closing Quarter shall be apportioned between the parties on a pro rata basis (based on the number of days in the Closing Quarter before and after Closing). In order to permit such apportionment, within 30 days of the conclusion of the Closing Quarter, each Party shall provide the other with relevant information regarding its rebate activity during such quarter. Buyer shall promptly calculate any amounts due and owing either from Seller to Buyer or from Buyer to Seller based on the requirements of this Section and shall notify Seller of such calculation. To the extent the net result of such calculation requires a Party to reimburse the other Party, such Party shall make such payment within thirty (30) days of Buyer’s calculation that describes the requested payments in reasonable detail. Buyer shall be financially responsible for all commercial rebates (and associated administrative service fees, if applicable) with respect to Product sold during the first full calendar quarter after the Closing Date and from that date forward.
Commercial Rebates. (i) [***]
(ii) [***]
Commercial Rebates. Notwithstanding anything to the contrary in this Agreement, [*****] shall be responsible for (i) all commercial rebates with respect to Products sold or distributed prior to [*****] (“Commercial Rebates”); provided, that claims for such Commercial Rebates are received [*****]. [*****] shall be responsible for all Commercial Rebates claimed following [*****]; provided, that, in the event [*****].
Commercial Rebates. 3.3.1 [***].
3.3.2 [***].
3.3.3 [***].
3.3.4 [***].
