Government Rebates. (a) From and after the Closing, Seller shall be financially responsible for ail rebates pursuant to any government rebate programs with respect to Product dispensed to patients (i) on or prior to the Closing Date, or (ii) during the [REDACTED] day period following the Closing Date (such period, the “Rebate Tail Period”). From and after the Closing, Buyer shall be financially responsible for all rebates pursuant to any government rebate programs 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. Upon reasonable advance notice, Buyer will provide to Seller information relating to the Product labeled with an NDC number of Seller sold by Buyer that Seller reasonably needs in order to comply with applicable rules and regulations relating to government rebates.
(b) To the extent that information related to any government rebate programs with respect to Product is received with respect to the calendar quarter that includes the Rebate Tail Period following the end of such calendar quarter, and such information does not include a dispense date, (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) To the extent that Seller processes any government 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 government rebates that are the financial responsibility of Seller, Seller shall reimburse Buyer within 30 days after receipt of...
Government Rebates. Seller shall process and be financially responsible for all rebates pursuant to any government rebate programs for all Product dispensed to patients with Seller NDC numbers through December 31, 2007. The dispense date shall be deemed to be the dispense quarter as claimed in the rebate submissions by the respective states or the District of Columbia. For Product dispensed with Seller NDC numbers on or after January 1, 2008, Seller shall continue to process government rebates, and Purchaser will reimburse Seller for all such rebates. Purchaser shall process and be financially responsible for all government rebates related to Product labeled with Purchaser NDC numbers. To the extent that a Party processes or remits payment for government rebates in respect of Product for which the other Party is financially responsible under this subsection, the other Party shall reimburse such processing or paying Party within thirty (30) days of receipt of invoices, with corresponding utilization summary reports, that describe the requested payments in reasonable detail, other than amounts that are the subject of bona fide disputes.
Government Rebates. Depomed shall process all rebates under the Government Rebate Agreements for Products sold with a Depomed NDC Number. Santarus shall process all government rebates for Products sold with a Santarus NDC Number. On a monthly basis, Depomed shall report to Santarus in writing any Product rebates processed by it for which Depomed is financially responsible pursuant to Section 9.3(b) that are applied to the Depomed Government Rebates Reserve. All other Product rebates under the Government Rebate Agreements processed by Depomed shall be invoiced to Santarus on a monthly basis and paid within thirty (30) days after Santarus’ receipt thereof. In the event there is any remaining Depomed Government Rebates Reserve as of April 1, 2013 (i.e., the Depomed Government Rebates Reserve as of the business day preceding the First Sales Booking Date, less any Product rebates processed against it pursuant to this Section 9.3(e)), Depomed shall remit payment to Santarus within thirty (30) days thereafter in the amount determined as follows: (i) for any remaining portion of the Depomed Government Rebates Reserve taken prior to the Effective Date, [***] of such remainder and (ii) for any remaining portion of the Depomed Government Rebates Reserve taken from and after the Effective Date, the amount obtained by multiplying (x) [***] by (y) [***]. From and after determination of the amount payable to Santarus pursuant to the immediately preceding sentence, for purposes of this Agreement, the Depomed Government Rebates Reserve shall be zero. For clarity, Santarus shall bear financial responsibility for all government rebates for Products sold under a Santarus NDC Number.
Government Rebates. Responsibility for rebates pursuant to any government rebate programs with respect to government claims for Products (“Government Rebates”) shall be allocated between Seller and Purchaser as follows:
(a) Seller shall be responsible for all Government Rebates with respect to Products dispensed to patients on or prior to the Closing Date.
(b) Purchaser shall be responsible for all Government Rebates with respect to Products dispensed to patients beginning on the day following the Closing Date.
(c) Purchaser shall have the right to request through Seller any claims level data (dispense date) contained in any report from a state rebate program which shall be used for purposes of determining the date of such claim or for state rebate dispute purposes. In the event Purchaser determines an invoice or claim for a Government Rebate should be disputed, Seller shall cooperate with Purchaser to dispute such claim or invoice.
(d) To the extent that information related to Government 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 Government 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 Government Rebate and (ii) Purchaser shall be responsible for the amount of such Government 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 Government Rebate.
Government Rebates. (i) Responsibility for rebates pursuant to any government rebate programs with respect to government claims for Infergen (“Government Rebates”) shall be allocated between Seller and Buyer as follows:
(1) Seller shall be responsible for [...***...].
(2) Buyer shall be responsible for all Government Rebates with respect to Infergen dispensed to patients beginning [...***...].
(3) It is understood and agreed that the dispense date contained in any report from a state rebate program shall be used for purposes of determining the date of such claim.
(4) To the extent that information related to Government Rebates is received with respect to the calendar quarter that includes the Government Rebate Tail Period following the end of such calendar quarter, and such information does not include a dispense date, [...***...] [...***...].
(ii) If either party (the “Non-Responsible Party”) receives an invoice with respect to a Government Rebate that is the responsibility of the other party (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 ten (10) 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 10-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 5.10(c)(iii). If the Responsible Party provides such notice to the Non-Responsible Party within such 10-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 5.10(c)(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...
Government Rebates. (i) Depomed shall be responsible for (A) all government rebates with respect to Products (“Government Rebates”) dispensed to patients prior to the Closing Date and (B) all Government 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.
(ii) Collegium shall be responsible for all Government Rebates with respect to Products dispensed to patients after the Depomed Responsibility Period.
Government Rebates. In the event that you are approved to receive a government rebate or subsidy, and Blue NRG receives such funds on your behalf, Blue NRG will credit the full amount of such funds to your account without any deductions or fees. This includes, but is not limited to, rebates or subsidies provided as a result of customer hardship in accordance with Blue NRG’s Customer Hardship Policy. These credits will be applied to your next bill after Blue NRG receives the funds, or otherwise in accordance with Electricity Law.
Government Rebates. (i) Seller shall be responsible for all rebates pursuant to any government rebate programs with respect to government claims for Infergen indicating Seller’s NDC numbers and sold by Seller prior to the Effective Time including, but not limited to, rebates related to Infergen dispensed within [***] ([***]) [***] following the Effective Date (the “Government Rebate Tail Period”) (it being understood and agreed that the dispense date contained in any report from a state rebate program shall be used for purposes of determining the date of such claim).
(ii) Buyer shall be responsible for all rebates pursuant to any government rebate programs with respect to government claims for Infergen indicating Seller’s or Buyer’s NDC numbers and sold subsequent to the Effective Time, excluding rebates relating to Infergen dispensed during the Government Rebate Tail Period (it being understood and agreed that the dispense date contained in any report from a state rebate program shall be used for purposes of determining the date of such claim). *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Government Rebates. Buyer shall be solely responsible for and with respect to all rebates relating to the sale of the Products pursuant to any government (federal or state) drug rebate programs (including, but not limited to, Medicaid, 340B Drug Discount Program, and Medicare gap coverage plans) ("Government Rebates"), regardless of whether they bear Seller’s NDC numbers or Buyer’s NDC numbers (including, but not limited to, Retained Inventory sold by Seller after the Closing Date under and in accordance with Section 5.17 of this Agreement), which includes, but is not limited to, all obligations to make any and all submissions, certifications, and payments (including, but not limited to, any penalties or late fees) related to such Government Rebates. Buyer shall: (A) ensure that Seller receives all Government Rebate-related correspondence or other notifications from the applicable Governmental Authority related to such Government Rebates; and (B) indemnify and hold harmless Seller from all liability arising from or with respect to such Government Rebates.”
Government Rebates. DCI shall have all of the responsibility for entering into contracts to pay, and paying all rebates that are payable pursuant to any government rebate programs with respect to the Products and for filing all necessary documentation relating to the reporting of Average Manufacturer Price (as defined in the Social Security Act, 42 U.S.C. §1396r-8(k)) and Best Price (as defined in the Social Xxxxxxxx Xxx, 00 X.X.X. § 0000x-0(x)(0)(X)), or other data or information regarding sales, timing and pricing, for the Products as required by the applicable Governmental Program. Each Party will in a timely manner provide to the other Party any information required to comply with these reporting requirements. “Governmental Programs” shall include, but not be limited to, Medicaid, Medicare Part D, Public Health Xxxxxxx 000X, XxxXxxx and the Department of Defense/Department of Veterans Affairs.
