Common use of Commercial Rebates Clause in Contracts

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 period then the Responsible Party shall promptly initiate a dispute of such invoice 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 invoice. In the event that an invoice is disputed under this Section 7.16(d)(ii) by the Responsible Party, the Non-Responsible Party shall not remit payment in respect of such invoice 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 invoice 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 invoice 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 7.16(d)(ii), to the extent a Non-Responsible Party remits payment in respect of Commercial Rebates which are payable by 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 by such Non-Responsible Party, provided that such invoices describe in reasonable detail the payments made by such Non-Responsible Party. (iv) Notwithstanding the foregoing, Purchasers agree that (A) Seller's financial liability for Commercial Rebates shall be limited to those commercial customers with which the Business has a rebate obligation as of the Closing Date, and (B) any payments by Seller with respect to sales after the Closing Date shall be made in accordance with Seller's rebate obligations on the Closing Date with respect to each commercial 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.

Commercial Rebates. (i) Responsibility for commercial rebates with respect to Products Product sold in the U.S. ("“Commercial Rebates"”) shall be allocated between Seller Sellers, on the one hand, and Purchasers Purchaser, on the other, as follows: (1A) 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 Sellers shall be responsible for all Commercial Rebates with respect to Products dispensed Product administered to patients beginning or invoiced on or prior to the date following the expiration of the Commercial Rebate Tail PeriodClosing Date. (3B) Purchaser shall be responsible for all Commercial Rebates with respect to Product that was neither administered to patients nor invoiced on or prior to the Closing Date. (C) 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 quarterClosing Date, and such information does the date the Product was administered cannot include a dispense datebe determined based on plans utilization data or other invoice data, (A) Seller Sellers 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 the period beginning the first day of such calendar quarter represented by the Commercial Rebate Tail Period plus the number of days in such calendar quarter prior to, and including, 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 (B) Purchasers 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 (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 ’s behalf and the Responsible Party shall reimburse the Non-Responsible Party for such payment pursuant to the terms of Section 7.16(d)(iii7.11(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 invoice 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 invoice. In the event that an invoice is disputed under this Section 7.16(d)(ii7.11(d)(ii) by the Responsible Party, the Non-Responsible Party shall not remit payment in respect of such invoice without the Responsible Party's ’s prior written consent; provided provided, that any late fees, interest or other penalties that are ultimately owing due to delayed payment on such invoice 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 invoice 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 7.16(d)(ii7.11(d)(ii), to the extent a Non-Responsible Party remits payment in respect of Commercial Rebates which are payable by 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 by from such Non-Responsible Party; provided, provided however, that such invoices describe in reasonable detail the payments made by such Non-Responsible Party. (iv) Notwithstanding the foregoing, Purchasers agree that (A) Seller's financial liability for Commercial Rebates shall be limited to those commercial customers with which the Business has a rebate obligation as of the Closing Date, and (B) any payments by Seller with respect to sales after the Closing Date shall be made in accordance with Seller's rebate obligations on the Closing Date with respect to each commercial 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.

Commercial Rebates. (i) Responsibility for commercial rebates with respect to Products Infergen ("“Commercial Rebates"”) shall be allocated between Seller and Purchasers Buyer 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 Buyer shall be responsible for all Commercial Rebates with respect to Products Infergen 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 ten (1510) 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) 10-day period, such Non-Responsible Party shall be permitted to remit payment in respect of such invoice on the Responsible Party's ’s behalf and the Responsible Party shall reimburse the Non-Responsible Party for such payment pursuant to the terms of Section 7.16(d)(iii5.10(d)(iii). If the Responsible Party provides such notice to the Non-Responsible Party within such 1510-day period then the Responsible Party shall promptly initiate a dispute of such invoice 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 invoice. In the event that an invoice is disputed under this Section 7.16(d)(ii5.10(d)(ii) by the Responsible Party, the Non-Responsible Party shall not remit payment in respect of such invoice without the Responsible Party's ’s prior written consent; provided that any late fees, interest or other penalties that are ultimately owing due to delayed payment on such invoice shall be satisfied by the Responsible Party and provided, further, provided further that notwithstanding the foregoing, the Non-Responsible Party may, in its sole discretion, pay any such disputed invoice 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 7.16(d)(ii5.10(d)(ii), to the extent a Non-Responsible Party remits payment in respect of Commercial Rebates which are payable by 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 by such Non-Responsible Party, provided that such invoices describe in reasonable detail the payments made by such Non-Responsible Party. (iv) Notwithstanding the foregoing, Purchasers agree Buyer agrees that (A) Seller's ’s financial liability for Commercial Rebates shall be limited to those commercial customers with which the Product Business has a rebate obligation as of the Closing Date, and (B) any payments by Seller with respect to sales after the Closing Date shall be made in accordance with Seller's ’s rebate obligations on the Closing Date with respect to each commercial 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.

Commercial Rebates. (i) Responsibility for commercial rebates with respect relating to Products the sale of Product ("“Commercial Rebates"”) shall be allocated between Seller Sellers and Purchasers as follows: (1i) Seller Sellers shall be responsible for (x) all Commercial Rebates with respect invoices relating to Products Product that can be identified as having been sold by or on behalf of Sellers or any of their respective Affiliates and, for Product that cannot be so identified, for Commercial Rebates utilized on, or otherwise relating to, Product sold or dispensed to patients on or customers during the period prior to the Closing Date and (y) all Commercial Rebates with respect to Products dispensed to patients during the period ending [*** period *] days following the Closing Date (such [***] period, the "“Commercial Rebate Tail Period"”).; (2ii) Purchasers shall be responsible for all Commercial Rebates with respect invoices relating to Products the Product that can be identified as having been sold by or on behalf of Purchasers and, for Product that cannot be so identified, for Commercial Rebates utilized on, or otherwise relating to, Product sold or dispensed to patients beginning on the date customers during periods following the expiration of the Commercial Rebate Tail Period. (3iii) To the extent that information related to Commercial Rebates is received with respect to the calendar quarter a Calendar Quarter that includes the Commercial Rebate Tail Period following the end of such calendar quarter, and such information does not include a dispense datedate of sale, (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.[***] (iiiv) 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-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 ’s behalf and the Responsible Party shall reimburse the Non-Responsible Party for such payment pursuant to the terms of this Section 7.16(d)(iii7.16(c). If the Responsible Party provides such notice to the Non-Non- Responsible Party within such 15-day [***] period then the Responsible Party shall promptly initiate a dispute of such invoice 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 invoice. In the event that an invoice is disputed under this Section 7.16(d)(ii7.16(c) by the Responsible Party, the Non-Responsible Party shall not remit payment in respect of such invoice without the Responsible Party's ’s prior written consent; provided that any late fees, interest or other penalties that are ultimately owing due to delayed payment on such invoice shall be satisfied by the Responsible Party and Party; provided, further, that that, notwithstanding the foregoing, the Non-Responsible Party may, in its sole discretion, pay any such disputed invoice 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 amounts, if any, that are finally owing following settlement of the related dispute. (iii) Subject to Section 7.16(d)(ii), to the extent a Non-Responsible Party remits payment in respect of Commercial Rebates which are payable by 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 by such Non-Responsible Party, provided that such invoices describe in reasonable detail the payments made by such Non-Responsible Party. (ivv) Notwithstanding the foregoing, Purchasers agree that (A) Seller's Sellers’ financial liability for Commercial Rebates shall be limited to those commercial customers with which the Business has Sellers or any of their Affiliates have a rebate obligation prior to or as of the Closing DateClosing, and (B) any payments by Seller Sellers with respect to sales after the Closing Date shall be made in accordance with Seller's Sellers’ or their respective Affiliates’ rebate obligations on as of the Closing Date with respect to each commercial customer and shall be solely based on the terms and conditions of Seller's Sellers’ or their Affiliates’ agreements with the respective customer, as such terms and conditions existed as of the Closing DateClosing.