Common use of Commercial Rebates Clause in Contracts

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. Sellers Seller shall use Commercially Reasonable Efforts be responsible for all claims for all commercial rebates for Products sold prior to remove the Product(sEffective Time; PROVIDED that Seller's responsibility with respect to such commercial rebates shall terminate upon termination of the Rebate Tail Period and thereafter Purchaser shall be responsible for commercial rebates (to the extent not already paid by Seller) from all contracts providing for Products sold prior to the Effective Time and, in addition, for the payment avoidance of doubt, Purchaser shall be responsible for all claims for commercial rebates in for Products sold after the Territory (“Rebate Contracts”)Effective Time. SCHEDULE 8.4(C) hereto contains a list of all commercial rebate agreements, effective thirty (30) days following the Transition Date. For clarity, the term “Rebate Contract” shall include all commercial chargeback agreements and Medicare Part D prescription drug plans, but shall not include agreements in which the Medicare Coverage Gap Discount ProgramProduct is included ("COMMERCIAL REBATE AGREEMENTS"). 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, Seller and Purchasers shall assume, all of the obligations under the Rebate Contracts. Purchasers Purchaser agree that Purchaser shall continue to pay rebates owed honor all such Commercial Rebate Agreements following the 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 respect to Product(s) bearing an NDC of Sellers until Purchasers and such Rebate Contract entity have entered into a comparable the applicable agreement. Sellers Upon termination of such agreements, Seller's Liability for such rebates and chargebacks shall invoice Purchasers cease. Seller shall be responsible at Sellers' sole cost and expense 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 Dateprocessing, payment, administration, support, and Purchasers termination of all such Commercial Rebate Agreements. To the extent that Purchaser processes commercial rebates and chargebacks that are the responsibility of Seller, Seller shall pay Sellers the amount of such invoice reimburse Purchaser within thirty (30) days of receipt of Purchaser's invoices for the same together with appropriate documentation supporting such invoice. As soon as practicable following claim, including without limitation, the Transition Datelot numbers, Sellers shall notify all relevant Third Parties NDC number, the party/customer filing for the rebates and chargebacks and identification of the Product(scontract under which the Product in question with purchased. Similarly, to the extent that Seller processes commercial rebates and chargebacks for Product sold under Seller's NDC by or on behalf of Purchaser after the Effective Time, Purchaser shall reimburse Seller within thirty (30) termination date days of receipt of Seller's invoices for those Rebate Contracts that have been terminated the same. Any disputes with respect to such amounts due (and that the related costs of any future Rebate Contracts for Product(sAccountants incurred in connection therewith, if any) must shall be entered into with Purchasers or its distributors. For all commercial rebate claims that are submitted to one Party but are resolved in the processing responsibility of the other Party, the Party receiving the claim shall deny the claim. 8.9.2manner set forth in SECTION 2.8(D).

Commercial Rebates. Sellers Seller shall use Commercially Reasonable Efforts be responsible for all claims for all commercial rebates for Products sold prior to remove the Product(sEffective Time; provided that Seller’s responsibility with respect to such commercial rebates shall terminate upon termination of the Rebate Tail Period and thereafter Purchaser shall be responsible for commercial rebates (to the extent not already paid by Seller) from all contracts providing for Products sold prior to the Effective Time and, in addition, for the payment avoidance of doubt, Purchaser shall be responsible for all claims for commercial rebates in for Products sold after the Territory (“Rebate Contracts”)Effective Time. Schedule 8.4(c) hereto contains a list of all commercial rebate agreements, effective thirty (30) days following the Transition Date. For clarity, the term “Rebate Contract” shall include all commercial chargeback agreements and Medicare Part D prescription drug plans, but shall not include agreements in which the Medicare Coverage Gap Discount ProgramProduct is included (“Commercial Rebate Agreements”). 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, Seller and Purchasers shall assume, all of the obligations under the Rebate Contracts. Purchasers Purchaser agree that Purchaser shall continue to pay rebates owed honor all such Commercial Rebate Agreements following the 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 respect to Product(s) bearing an NDC of Sellers until Purchasers and such Rebate Contract entity have entered into a comparable the applicable agreement. Sellers Upon termination of such agreements, Seller’s Liability for such rebates and chargebacks shall invoice Purchasers cease. Seller shall be responsible at Sellers’ sole cost and expense 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 Dateprocessing, payment, administration, support, and Purchasers termination of all such Commercial Rebate Agreements. To the extent that Purchaser processes commercial rebates and chargebacks that are the responsibility of Seller, Seller shall pay Sellers the amount of such invoice reimburse Purchaser within thirty (30) days of receipt of Purchaser’s invoices for the same together with appropriate documentation supporting such invoice. As soon as practicable following claim, including without limitation, the Transition Datelot numbers, Sellers shall notify all relevant Third Parties NDC number, the party/customer filing for the rebates and chargebacks and identification of the Product(scontract under which the Product in question with purchased. Similarly, to the extent that Seller processes commercial rebates and chargebacks for Product sold under Seller’s NDC by or on behalf of Purchaser after the Effective Time, Purchaser shall reimburse Seller within thirty (30) termination date days of receipt of Seller’s invoices for those Rebate Contracts that have been terminated the same. Any disputes with respect to such amounts due (and that the related costs of any future Rebate Contracts for Product(sAccountants incurred in connection therewith, if any) must shall be entered into with Purchasers or its distributors. For all commercial rebate claims that are submitted to one Party but are resolved in the processing responsibility of the other Party, the Party receiving the claim shall deny the claim. 8.9.2manner set forth in Section 2.8(d).

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.