Commercial Rebates. Responsibility for commercial rebates with respect to Products (“Commercial Rebates”) shall be allocated between Seller and Purchaser as follows:
Commercial Rebates. Sellers shall use Commercially Reasonable Efforts to remove the Product(s) from all contracts providing for the payment of commercial rebates in the Territory (“Rebate Contracts”), effective thirty (30) days following the Transition Date. For clarity, the term “Rebate Contract” shall include all Medicare Part D prescription drug plans, but shall not include the Medicare Coverage Gap Discount Program. In the event the Sellers are unable to terminate the Rebate Contracts and/or remove Products by the Transition Date, Sellers shall assign to Purchasers, and Purchasers shall assume, all of the obligations under the Rebate Contracts. Purchasers shall continue to pay rebates owed with respect to Product(s) bearing an NDC of Sellers until Purchasers and such Rebate Contract entity have entered into a comparable agreement. Sellers shall invoice Purchasers for all rebates owed under the Rebate Contracts with respect to Product(s) bearing an NDC of Sellers dispensed thirty-one (31) days or more after the Transition Date, and Purchasers shall pay Sellers the amount of such invoice within thirty (30) days of receipt of such invoice. As soon as practicable following the Transition Date, Sellers shall notify all relevant Third Parties of the Product(s) termination date for those Rebate Contracts that have been terminated and that any future Rebate Contracts for Product(s) must be entered into with Purchasers or its distributors. For all commercial rebate claims that are submitted to one Party but are the processing responsibility of the other Party, the Party receiving the claim shall deny the claim. 8.9.2
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. (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.
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. (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.
Commercial Rebates. (i) Seller shall be responsible for all commercial rebates with respect to Infergen sold prior to the Effective Time. Notwithstanding the foregoing, Buyer and Seller agree that (a) Seller’s financial liability for the commercial rebates during the period from the Effective Time through [***] ([***]) [***] thereafter shall be limited to those commercial customers with which Seller has a rebate obligation as of the Effective Time and (b) any such payments by Seller shall be made on the terms and conditions comparable to Seller’s rebate obligations as of the Effective Time with respect to each commercial customer and shall be based on Seller’s terms of agreement with the respective contract, as such terms of agreement existed as of the Effective Time. Seller shall utilize records from third party rebate administrators to demonstrate which rebates relate to Infergen sold prior to the Effective Time for purposes of determining Seller’s obligation.
Commercial Rebates. (i) Sellers shall terminate each Contract of Sellers providing for the payment of commercial Rebates and administrative fees with respect to the Products (“Rebate Contracts”) no later than five (5) Business Days following the Closing. Sellers shall continue to honor all such Rebate Contracts for the period necessary to comply with the termination language thereof. Sellers shall not assign to Buyer, and Buyer shall not assume, any of the Rebate Contracts. Within five (5) Business Days following the Closing, Sellers shall issue a letter to commercial Rebate customers advising such customers of Sellers’ sale of the Products and the allocation of responsibilities in connection with Rebate Contracts and associated Rebate and administrative fees described in this Section 8.16(c).
Commercial Rebates. GSK shall use Commercially Reasonable Efforts to remove the Product from all contracts providing for the payment of commercial rebates in the Territory (“Rebate Contracts”), effective [… * …] following the Transition Period End Date. For clarity, the term “Rebate Contract” shall include Medicare Part D prescription drug plans, but shall exclude the Coverage Gap Program. GSK shall not assign to XenoPort, and XenoPort shall not assume, any of the Rebate Contracts. GSK shall be solely responsible for the processing, handling and payment of all rebates owed under the Rebate Contracts with respect to Product bearing an NDC of GSK dispensed prior to and including the effective date of the Product termination for each such Rebate Contract. As soon as practicable following the Transition Period End Date, GSK shall notify all relevant Third Parties of the Product termination date for all Rebate Contracts and that any future Rebate Contracts for Product must be entered into with XenoPort or its distributors. For all commercial rebate claims that are submitted to one Party but are the processing responsibility of the other Party, the Party receiving the claim shall deny the claim.
Commercial Rebates. Except as limited in Section 8.10(e) below, Seller shall be responsible for all commercial rebates with respect to the Product dispensed prior to December 31, 2001. Notwithstanding the foregoing, Buyer and Seller agree that (a) Seller's financial liability for the commercial rebates during the period from Closing through December 31, 2001 shall be limited to those commercial customers with which Seller has a rebate obligation as of the Closing and (b) any such payments by Seller shall be made on the terms and conditions comparable to Seller's rebate obligations as of the Closing with respect to each commercial customer and shall be based on Seller's terms of agreement with the respective contract. Any rebates for Product dispensed subsequent to December 31, 2001 will be the liability of Buyer. To the extent that Seller processes such claims, Buyer shall reimburse Seller within thirty (30) days of receipt of invoices that describe the requested payments in reasonable detail.
