Common use of Commercial Rebates Clause in Contracts

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 that describe the requested payments in reasonable detail and include reasonable supporting documentation.

Commercial Rebates. (aSellers shall use Commercially Reasonable Efforts to remove the Product(s) From and after from all contracts providing for the Closing, Seller shall be financially responsible for all 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 labeled with Product(s) bearing an NDC number of Seller Sellers until Purchasers and dispensed to patients prior to the expiration of such Rebate Contract entity have entered into a comparable agreement. Sellers shall invoice Purchasers for all rebates owed under the Rebate Tail Period. From and after the Closing, Buyer shall be financially responsible for all commercial rebates Contracts 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 Product(s) bearing an NDC number of Seller. Buyer Sellers dispensed thirty-one (31) days or more after the Transition Date, and Purchasers 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 pay Sellers the amount of such rebates 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 is equal 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 product processing responsibility of (A) a fractionthe other Party, the numerator of which is Party receiving the sum of claim shall deny 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 documentationclaim. 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 that describe the requested payments in reasonable detail and include reasonable supporting documentation.8.9.2

Commercial Rebates. (ai) From and after the Closing, Seller shall be financially responsible for all commercial rebates with respect to Product labeled with an bearing the NDC number numbers of Seller and or Seller Sub dispensed to patients prior to the expiration of on or before the Rebate Tail PeriodTermination Date. From and after the Closing, Buyer Purchaser shall be financially responsible for all commercial rebates with respect to Product bearing the NDC numbers of Seller or Seller Sub dispensed to patients beginning on the date following the expiration of after the Rebate Tail PeriodTermination Date. 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 Parties acknowledge and agree that to the extent that any commercial rebates are invoiced on a calendar quarter basis, in the event that the Rebate Tail Period Termination Date is not the last day of a calendar quarter, (i) Seller shall be financially responsible for the portion of such commercial rebates equal to (A) the aggregate amount of all commercial rebates invoiced for such rebates that is equal to the product of calendar quarter, multiplied by (AB) a fraction, the numerator of which is the sum of the number of days in from and including the first day of such calendar quarter included in through and including the Rebate Tail Period plus the number of days in such calendar quarter prior to, and including, the Closing Date, Termination Date and the denominator of which is the total number of days in such calendar quarter, and (B) the amount of the rebate and (ii) Buyer Purchaser shall be financially responsible for the portion of such commercial rebates equal to (1) the aggregate amount of all commercial rebates invoiced for such rebates that calendar quarter, multiplied by (2) a fraction, the numerator of which is equal to the product number of (A) one minus days from and after the fraction determined pursuant to clause (i) above Rebate Termination Date through and (B) including the amount last day of such calendar quarter and the rebatedenominator of which is the total number of days in such calendar quarter. (cii) Notwithstanding the foregoing, the Parties agree that (i) neither Seller nor Seller Sub shall not be responsible for credits or shelf stock adjustments to the extent resulting from price decreases initiated by Buyer Purchaser on or after the Closing Date and (ii) any such commercial rebate payments by Seller or Seller Sub shall be made on the terms and conditions equivalent to Seller’s 's and Seller Sub's rebate obligations as of the Closing with respect to each commercial customer as set forth in Seller’s 's and Seller Sub's terms of agreement with such customer. (diii) To the extent that Seller or Seller Sub processes any commercial rebates that are the financial responsibility of Buyerrebate claims for which Purchaser is financially responsible, Buyer Purchaser shall reimburse Seller within 30 thirty (30) days after of receipt of invoices that describe the requested payments in reasonable detail and include reasonable supporting documentation. To the extent that Buyer Purchaser processes any commercial rebates that are the financial responsibility of Sellerrebate claims for which Seller is financially responsible, Seller shall reimburse Buyer Purchaser within 30 thirty (30) days after of receipt of invoices that describe the requested payments in reasonable detail and include reasonable supporting documentation.

Commercial Rebates. (a) From and after the Closing, Seller shall be financially responsible for all claims for all commercial rebates for Products sold prior to the Effective Time; PROVIDED that Seller's responsibility with respect to Product labeled with an NDC number of Seller and dispensed to patients prior to the expiration such commercial rebates shall terminate upon termination of the Rebate Tail Period. From Period and after the Closing, Buyer thereafter Purchaser shall be financially responsible for commercial rebates (to the extent not already paid by Seller) for Products sold prior to the Effective Time and, in addition, for the avoidance of doubt, Purchaser shall be responsible for all claims for commercial rebates with respect for Products sold after the Effective Time. SCHEDULE 8.4(C) hereto contains a list of all commercial rebate agreements, commercial chargeback agreements and Medicare Part D agreements in which the Product is included ("COMMERCIAL REBATE AGREEMENTS"). Seller and Purchaser agree that Purchaser shall continue to Product dispensed to patients beginning on the date honor all such Commercial Rebate Agreements following the expiration Effective Time; PROVIDED, HOWEVER, that Seller shall exercise its reasonable best efforts to terminate each such Commercial Rebate Agreement promptly following the Closing and no later than ten (10) Business Days thereafter and shall notify Purchaser in writing of such terminations in accordance with the Rebate Tail Periodapplicable agreement. After the ClosingUpon termination of such agreements, Seller's Liability for such rebates and chargebacks shall cease. Seller shall be administratively responsible at Sellers' sole cost and expense for processing the processing, payment, administration, support, and termination of 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 Commercial 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 documentationAgreements. To the extent that Buyer Purchaser processes any commercial rebates and chargebacks that are the financial responsibility of Seller, Seller shall reimburse Buyer Purchaser within 30 thirty (30) days after of receipt of Purchaser's invoices for the same together with appropriate documentation supporting such claim, including without limitation, the lot numbers, NDC number, the party/customer filing for the rebates and chargebacks and identification of the contract under which the Product in question with purchased. Similarly, to the extent that describe Seller processes commercial rebates and chargebacks for Product sold under Seller's NDC by or on behalf of Purchaser after the requested payments Effective Time, Purchaser shall reimburse Seller within thirty (30) days of receipt of Seller's invoices for the same. Any disputes with respect to such amounts due (and the related costs of any Accountants incurred in reasonable detail and include reasonable supporting documentationconnection therewith, if any) shall be resolved in the manner set forth in SECTION 2.8(D).

Commercial Rebates. (a) From and after the Closing, Seller shall be financially responsible for all claims for all commercial rebates for Products sold prior to the Effective Time; provided that Seller’s responsibility with respect to Product labeled with an NDC number of Seller and dispensed to patients prior to the expiration such commercial rebates shall terminate upon termination of the Rebate Tail Period. From Period and after the Closing, Buyer thereafter Purchaser shall be financially responsible for commercial rebates (to the extent not already paid by Seller) for Products sold prior to the Effective Time and, in addition, for the avoidance of doubt, Purchaser shall be responsible for all claims for commercial rebates with respect for Products sold after the Effective Time. Schedule 8.4(c) hereto contains a list of all commercial rebate agreements, commercial chargeback agreements and Medicare Part D agreements in which the Product is included (“Commercial Rebate Agreements”). Seller and Purchaser agree that Purchaser shall continue to Product dispensed to patients beginning on the date honor all such Commercial Rebate Agreements following the expiration Effective Time; provided, however, that Seller shall exercise its reasonable best efforts to terminate each such Commercial Rebate Agreement promptly following the Closing and no later than ten (10) Business Days thereafter and shall notify Purchaser in writing of such terminations in accordance with the Rebate Tail Periodapplicable agreement. After the ClosingUpon termination of such agreements, Seller’s Liability for such rebates and chargebacks shall cease. Seller shall be administratively responsible at Sellers’ sole cost and expense for processing the processing, payment, administration, support, and termination of 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 Commercial 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 documentationAgreements. To the extent that Buyer Purchaser processes any commercial rebates and chargebacks that are the financial responsibility of Seller, Seller shall reimburse Buyer Purchaser within 30 thirty (30) days after of receipt of Purchaser’s invoices for the same together with appropriate documentation supporting such claim, including without limitation, the lot numbers, NDC number, the party/customer filing for the rebates and chargebacks and identification of the contract under which the Product in question with purchased. Similarly, to the extent that describe Seller processes commercial rebates and chargebacks for Product sold under Seller’s NDC by or on behalf of Purchaser after the requested payments Effective Time, Purchaser shall reimburse Seller within thirty (30) days of receipt of Seller’s invoices for the same. Any disputes with respect to such amounts due (and the related costs of any Accountants incurred in reasonable detail and include reasonable supporting documentationconnection therewith, if any) shall be resolved in the manner set forth in Section 2.8(d).

Commercial Rebates. (aSellers shall use Commercially Reasonable Efforts to remove the Product(s) From and after from all contracts providing for the Closing, Seller shall be financially responsible for all 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 labeled with Product(s) bearing an NDC number of Seller Sellers until Purchasers and dispensed to patients prior to the expiration of such Rebate Contract entity have entered into a comparable agreement. Sellers shall invoice Purchasers for all rebates owed under the Rebate Tail Period. From and after the Closing, Buyer shall be financially responsible for all commercial rebates Contracts 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 Product(s) bearing an NDC number of Seller. Buyer Sellers dispensed thirty-one (31) days or more after the Transition Date, and Purchasers 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 pay Sellers the amount of such rebates 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 is equal 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 product processing responsibility of (A) a fractionthe other Party, the numerator of which is Party receiving the sum of claim shall deny 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 rebateclaim. (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 that describe the requested payments in reasonable detail and include reasonable supporting documentation.