Common use of Government Rebates Clause in Contracts

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 invoices that describe the requested payments in reasonable detail and include reasonable supporting documentation. (d) Schedule 5.14.2(d) sets forth the “Best Price” (as defined at 42 U.S.C. § 1396r-8(c)(1)(C)) and Average Manufacturers Price (“AMP”) (as defined at 42 U.S.C. § 1396r-8(k)(1)) reported by Seller for each Product for the two most recently ended calendar quarters prior to the Execution Date. Buyer shall be responsible for any notices to any Governmental Authorities with respect to any changes in the average wholesale price or weighted average costs of the Product following the Closing Date, in each case as may be required by applicable Law. (e) From and after the Closing, Buyer shall conduct all federal and state government price reporting for the Product (i.e. Best Price, AMP, NFAMP, annual NFAMP and state reporting) in accordance with all applicable Laws. Seller shall provide to Buyer such information relating to the Product labeled with an NDC number of Seller sold by Buyer that is reasonably necessary for Buyer to comply with applicable Law relating to government price reporting. (f) Seller and Buyer shall work together to coordinate the addition of the Product to Buyer’s FSS and TriCare Retail Refund Pricing Agreement as soon as practicable following Closing Date and to coincide with Seller removing the Product from its FSS and TriCare Retail Refund Pricing Agreement; provided, that Seller shall be entitled to remove the Product from its FSS and TriCare Retail Pricing Agreement if the Product is not added to Buyer’s FSS and TriCare Retail Pricing Agreement by December 31, 2014. Notwithstanding the foregoing, as between the Parties, Buyer shall be solely responsible for adding the Product to its FSS and TriCare Retail Refund Pricing Agreement.

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 Seller shall be financially responsible for all rebates pursuant to any government rebate programs with respect to Product for all Products bearing the NDC numbers of Seller or Seller Sub dispensed to patients beginning on or before the date following one hundred eightieth (180th) day after the expiration of Closing Date (the Rebate Tail Period"REBATE TERMINATION DATE"). After the Closing, Seller Purchaser shall be administratively financially 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 pursuant to any government rebate programs with respect to Product is received with respect to for all Products bearing the NDC numbers of Seller or Seller Sub dispensed after the Rebate Termination Date. The Parties acknowledge and agree that government rebates are currently invoiced on a calendar quarter basis and, in the event that includes the Rebate Tail Period following Termination Date is not the end last day of such a calendar quarter, and such information does not include a dispense date, (i) Seller shall be financially responsible for the portion of such government rebates equal to (A) the aggregate amount of all government 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 Purchaser shall be responsible for the portion of such government rebates equal to (B1) the aggregate amount of all government rebates invoiced for such calendar quarter, multiplied by (2) a fraction, the rebate numerator of which is the number of days from and after the Rebate Termination Date through and including the last day of such calendar quarter and the denominator of which is the total number of days in such calendar quarter. For purposes of this SECTION 8.5(C), the Parties acknowledge and agree that where detailed dispensing information is not readily available, the Product in question shall be deemed to have been dispensed in the quarter for which it is invoiced. (ii) Buyer Seller shall be financially administratively responsible for the amount of such processing all rebates that is equal to the product of (A) one minus the fraction determined pursuant to clause any government rebate programs for all Product bearing the NDC numbers of Seller or Seller Sub or any of their respective Affiliates. Purchaser acknowledges that Seller will require certain information from Purchaser in order to calculate the Medicaid rebate for Product bearing NDC numbers of Seller or Seller Sub or any of their respective Affiliates sold by Purchaser after the Closing Date. Accordingly, Purchaser agrees that, from and after the Closing Date until the date which is one (i1) above calendar year after the expiration date of the last lot of Product produced with any NDC number of Seller, Purchaser will provide to Seller, reasonably in advance of the date Seller is required to file such information with the appropriate Governmental Authority, the following information: (a) the Best Price for each Product identified by NDC number, (b) the AMP for each Product identified by the NDC number, and (Bc) the amount of the rebateany additional data or other information related to such Medicaid issues reasonably requested by Seller, which shall in each case shall be prepared in accordance with applicable Laws. (ciii) SCHEDULE 8.5(C) sets forth the "BEST PRICE" (as defined at 42 U.S.C. ss. 1396r-8(c)(1)(C)) and Average Manufacturers Price ("AMP") (as defined at 42 U.S.C. ss. 1396r-8(k)(1)) reported by Seller for the Product for the two most recently ended calendar quarters. (iv) To the extent that Seller or Seller Sub processes any government 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 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 invoices that describe the requested payments in reasonable detail and include reasonable supporting documentation. (d) Schedule 5.14.2(d) sets forth the “Best Price” (as defined at 42 U.S.C. § 1396r-8(c)(1)(C)) and Average Manufacturers Price (“AMP”) (as defined at 42 U.S.C. § 1396r-8(k)(1)) reported by Seller for each Product for the two most recently ended calendar quarters prior to the Execution Date. Buyer shall be responsible for any notices to any Governmental Authorities with respect to any changes in the average wholesale price or weighted average costs of the Product following the Closing Date, in each case as may be required by applicable Law. (e) From and after the Closing, Buyer shall conduct all federal and state government price reporting for the Product (i.e. Best Price, AMP, NFAMP, annual NFAMP and state reporting) in accordance with all applicable Laws. Seller shall provide to Buyer such information relating to the Product labeled with an NDC number of Seller sold by Buyer that is reasonably necessary for Buyer to comply with applicable Law relating to government price reporting. (f) Seller and Buyer shall work together to coordinate the addition of the Product to Buyer’s FSS and TriCare Retail Refund Pricing Agreement as soon as practicable following Closing Date and to coincide with Seller removing the Product from its FSS and TriCare Retail Refund Pricing Agreement; provided, that Seller shall be entitled to remove the Product from its FSS and TriCare Retail Pricing Agreement if the Product is not added to Buyer’s FSS and TriCare Retail Pricing Agreement by December 31, 2014. Notwithstanding the foregoing, as between the Parties, Buyer shall be solely responsible for adding the Product to its FSS and TriCare Retail Refund Pricing Agreement.

Government Rebates. (ai) From If Seller Elects to Launch the Products Prior to the Closing Date. The following shall apply if and after only if Seller elects to Launch the Closing, Seller shall be financially responsible Products prior to the Closing Date under and in accordance with Section 4.8 of this Agreement. Responsibility for ail rebates relating to the sale of the Products pursuant to any government (federal or state) drug rebate programs with respect (including, but not limited to, Medicaid and Medicare gap coverage plans) (“Government Rebates”) shall be allocated between Seller and Buyer as follows: (A) Seller shall be responsible for all Government Rebates relating to Product dispensed to patients (i) Products bearing Seller’s NDC numbers that can be identified by invoice or otherwise as having been sold by or on or behalf of Seller prior to the Closing Date, and for Products bearing Seller’s NDC numbers that cannot be so identified, for any Government Rebate claims relating to Product sold or (ii) during the [REDACTED] day period following dispensed to customers prior to the Closing Date (such periodDate; provided, however, that notwithstanding anything in this Section 5.16(c) to the “Rebate Tail Period”). From and after the Closingcontrary, Buyer agrees that Seller shall be financially responsible not bear any financial liability for all rebates pursuant to any government rebate programs with respect to Product dispensed to patients beginning on the date following the expiration Government Rebates under this Section 5.16(c) in excess of the Government 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 financial liability 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 would have borne with respect to the calendar quarter that includes the Rebate Tail Period following the end sale of such calendar quarter, and such information does not include a dispense date, (i) Seller shall be financially responsible Products at Seller’s commercial prices for the amount Products in effect as 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 invoices that describe the requested payments in reasonable detail and include reasonable supporting documentation. (d) Schedule 5.14.2(d) sets forth the “Best Price” (as defined at 42 U.S.C. § 1396r-8(c)(1)(C)) and Average Manufacturers Price (“AMP”) (as defined at 42 U.S.C. § 1396r-8(k)(1)) reported by Seller for each Product for the two most recently ended calendar quarters prior to the Execution Date. Buyer shall be responsible for any notices to any Governmental Authorities all Government Rebates with respect to any changes Products that can be identified by invoice or otherwise as having been sold by or on behalf of Buyer (including (1) Product bearing Seller’s NDC numbers and included in the average wholesale price Seller Labeled Inventory and (2) Product bearing Buyer Labeling or weighted average costs of the Product following Buyer’s NDC numbers, in either case (1) or (2) that is sold after the Closing Date, in each case as may be required by applicable Law). (eii) From and after If Seller Elects Not to Launch the Closing, Buyer shall conduct all federal and state government price reporting for the Product (i.e. Best Price, AMP, NFAMP, annual NFAMP and state reporting) in accordance with all applicable Laws. Seller shall provide to Buyer such information relating Products Prior to the Product labeled with an NDC number of Closing Date. If Seller sold by Buyer that is reasonably necessary for Buyer elects not to comply with applicable Law relating Launch the Products prior to government price reporting. (f) Seller and Buyer shall work together to coordinate the addition of the Product to Buyer’s FSS and TriCare Retail Refund Pricing Agreement as soon as practicable following Closing Date and to coincide with Seller removing the Product from its FSS and TriCare Retail Refund Pricing Agreement; provided, that Seller shall be entitled to remove the Product from its FSS and TriCare Retail Pricing Agreement if the Product is not added to Buyer’s FSS and TriCare Retail Pricing Agreement by December 31, 2014. Notwithstanding the foregoing, as between the PartiesDate, Buyer shall be solely responsible for adding and with respect to all Government Rebates relating to the Product Products, regardless of whether they bear Seller’s NDC numbers or Buyer’s NDC numbers, which includes, but is not limited to, all obligations to its FSS make any and TriCare Retail Refund Pricing Agreementall 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. (ai) From and after the Closing, Seller shall be financially responsible for ail rebates With respect to Rebates that Sellers are obligated to pay pursuant to any government (federal or state) rebate programs with program for amounts charged to Sellers’ NDC codes relating to sales of the Products whether sold prior to, on, or after the Closing (“Government Rebates”), Sellers shall be solely responsible for the processing, handling and payment of all such Government Rebates relating to the Products which are billed to Sellers. Buyer shall reimburse Sellers for all Government Rebates that Sellers pay for all invoices relating to utilization of the Products after the ninetieth (90th) day following the Closing; provided that the Parties hereto acknowledge that Government Rebates are billed on a calendar quarter basis and to the extent that such ninety (90) day period does not end on a calendar quarter, amounts payable for such calendar quarter shall be prorated between Sellers and Buyer in proportion to the number of days during such calendar quarter that fall before, or on or after, the end of such ninety (90) day period. With respect to Product dispensed to patients any Government Rebate for which Buyer is financially responsible under this Section 8.16(b), Sellers shall invoice Buyer within thirty (i30) on or prior days following Sellers’ payment of the applicable Government Rebate to the Closing Date, or Government Rebate program. Buyer shall not be responsible for any amounts otherwise due to Sellers under this Section 8.16(b) that are not billed to Buyer within two (2) years after they are invoiced to Sellers under the applicable Government Rebate program. All payments due under this Section 8.16(b) shall be made promptly to Sellers upon submission to Buyer of invoices that describe the requested payments in reasonable detail. Sellers shall promptly (but in any event no later than fifteen (15) days after notice from Buyer) reimburse Buyer for amounts paid by Buyer which are the responsibility of Sellers hereunder. (ii) during In the [REDACTED] day period following event that Sellers dispute in good faith an amount owed under a Government Rebate, Sellers shall provide to Buyer, upon Buyer’s reasonable request, copies of any documents and records evidencing the Closing Date (original Rebate claims and any resubmission of such period, claims and data relating to unit Rebate calculations that are reasonably necessary to enable Buyer to resolve such disputed amount. In the “Rebate Tail Period”). From and after the Closingevent that Buyer disputes an amount owed under a Government Rebate, Buyer shall be financially responsible for all rebates pursuant to any government rebate programs with respect to Product dispensed to patients beginning on reimbursing Sellers 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. amounts paid by Sellers and then Buyer shall be administratively responsible for processing dispute the claim directly with the applicable government/state. (iii) Sellers shall provide Buyer with 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 Products and the prices thereof that Buyer that Seller reasonably needs requires in order to comply with applicable rules and regulations relating to government rebatesMedicaid Rebates. When requested, such information shall be provided by Sellers to Buyer promptly, and in any event, within twenty (20) days after Buyer’s written request therefor. Buyer shall provide to Sellers within twenty (20) days after the end of each applicable calendar month or quarter, to enable Sellers to comply with its submission requirements to the Centers for Medicare and Medicaid Services (or any successor agency), the following information: (A) AMP for each Product identified by NDC number; (B) Best Price for each Product identified by the NDC number when applicable, and (C) any additional data or other information related to such Medicaid issues reasonably requested in writing by Sellers. (biv) 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 invoices that describe the requested payments in reasonable detail and include reasonable supporting documentation. (d) Schedule 5.14.2(d) sets forth the “Best Price” (as defined at 42 U.S.C. § 1396r-8(c)(1)(C)) and Average Manufacturers Price (“AMP”) (as defined at 42 U.S.C. § 1396r-8(k)(1)) reported by Seller for each Product for the two most recently ended calendar quarters prior to the Execution Date. Buyer shall be responsible for any notices to any Governmental Authorities with respect to any changes in the average wholesale price or weighted average costs of the Product following the Closing Date, in each case as may be required by applicable Law. (e) From and after the Closing, Buyer shall conduct all federal and state government price reporting for the Product (i.e. Best Price, AMP, NFAMP, annual NFAMP and state reporting) in accordance with all applicable Laws. Seller Sellers shall provide to Buyer such within forty-five (45) days after written request therefor all information in Sellers’ possession reasonably requested by Buyer to enable Buyer to calculate the price to be paid for each Product by a “covered entity” under the Public Health Service Act, as defined in 42 U.S.C. § 256b(a)(4). (v) Sellers shall provide Buyer with all information relating to the Product labeled with an NDC number of Seller sold by Products and the prices thereof that Buyer that is reasonably necessary for Buyer requires in order to comply with applicable Law rules and regulations relating to government price reporting. Average Selling Price submissions under Medicare Part B. When requested, such information shall be provided by Sellers to Buyer promptly, and in any event, within twenty (f20) Seller and days after Buyer’s written request therefor. Buyer shall work together provide its timely submissions as required to coordinate the addition of Centers for Medicare and Medicaid Services (or any successor agency), the Average Selling Price for each Product to Buyer’s FSS and TriCare Retail Refund Pricing Agreement as soon as practicable following Closing Date and to coincide with Seller removing the Product from its FSS and TriCare Retail Refund Pricing Agreement; provided, that Seller shall be entitled to remove the Product from its FSS and TriCare Retail Pricing Agreement if the Product is not added to Buyer’s FSS and TriCare Retail Pricing Agreement by December 31, 2014. Notwithstanding the foregoing, as between the Parties, Buyer shall be solely responsible eligible for adding the Product to its FSS and TriCare Retail Refund Pricing Agreement.Medicare Part B.

Government Rebates. (ai) From The Seller acknowledges that the Purchaser will require certain information and cooperation from the Seller to meet its obligations with regard to pricing and calculating the rebates pursuant to any governmental rebate program (“Government Rebates”) for Products bearing NDC numbers of the Seller or any of its Affiliates. Accordingly, from and after the Closing Date until the date that is one calendar year after the expiration date of the last lot of each Product produced with any NDC number of the Seller, the Seller shall provide the Purchaser cooperation and assistance in connection with appropriately submitting to the Centers for Medicare and Medicaid Services, the following information: (A) the Best Price for each Product identified by NDC number; (B) the “average manufacturer price” (as defined under the Social Xxxxxxxx Xxx, 00 X.X.X. § 0000x-0(x)(0)) (“AMP”) for each Product identified by the NDC number, (C) all data used by the Purchaser or the Seller to calculate the AMP and Best Price for each Product identified by NDC number; and (D) any additional pricing and/or claims data or other information related to such Medicaid issues reasonably requested by the Purchaser. Without limiting the generality of the foregoing, or being limited thereby, after the Closing, Seller the Purchaser shall be financially responsible make all appropriate filings and submissions with the Centers for ail rebates pursuant Medicare and Medicaid Services in regard to any government rebate programs with respect to Product all Government Rebates for Products dispensed to patients (i) on or prior to the Effective Time for which such filings or submissions have not previously been made by the Seller, including any filings covering Products dispensed in any partial calendar quarter period leading up 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 invoices that describe the requested payments in reasonable detail and include reasonable supporting documentation. (d) Schedule 5.14.2(d7.5(a)(ii) sets forth the “Best Price” (as defined at 42 U.S.C. § 1396r-8(c)(1)(C)) and Average Manufacturers Price (the “AMPBest Price”) (as defined at 42 U.S.C. § 1396r-8(k)(1)) and AMP reported by the Seller for each Product for the two most recently ended calendar quarters quarters. (iii) IN NO EVENT WILL THE PURCHASER BE OBLIGATED TO REIMBURSE THE SELLER FOR OR PAY ANY GOVERNMENTAL ENTITY FOR ANY SELECTED GOVERNMENT REBATES THAT ARE NOT OWED BY THE SELLER OR ARE NOT BASED UPON LEGALLY AND ACCURATELY CALCULATED INFORMATION SUBMITTED TO GOVERNMENTAL ENTITIES BY THE SELLER. (iv) If the Purchaser disputes any Government Rebate relating to a Product dispensed prior to the Execution DateEffective Time, then the Purchaser shall provide notice to the Seller, and, upon receipt of such notice, the Seller shall notify the applicable Governmental Entity that the Purchaser disputes such claim and the basis therefor. Buyer shall The Seller shall, to the extent not part of the Purchased Assets, provide to the Purchaser, upon Purchaser’s reasonable request, copies of any documents and records evidencing the original data relating to Government Rebate calculations that are reasonably necessary to enable the Purchaser to resolve such disputed amount. The Purchaser will be responsible for managing the dispute and amount owed under any notices such disputed Government Rebate, and the Seller shall provide reasonable assistance to any Governmental Authorities with respect the Purchaser in its dispute thereof. (v) Notwithstanding the other provisions of this Section 7.5, the Parties acknowledge that the VA National Acquisition Center must approve the addition of Products to any changes in the average wholesale price or weighted average costs Purchaser’s Federal Supply Schedule (“FSS”) Contract and the removal of the Product following from the Closing Date, in each case as Seller’s FSS Contract before the responsibility of processing chargebacks may be required transferred from the Seller to the Purchaser. The Parties shall cooperate with one another to ensure the prompt completion of such approval. Upon request by applicable Law. (e) From and after the ClosingPurchaser, Buyer shall conduct all federal and state government price reporting for the Product (i.e. Best Price, AMP, NFAMP, annual NFAMP and state reporting) in accordance with all applicable Laws. Seller shall provide to Buyer such the Purchaser, as promptly as practicable, with all information relating reasonably related to the Product labeled with an NDC number of Seller sold by Buyer and the prices thereof that is the Purchaser reasonably necessary for Buyer requires in order to comply with applicable Law rules and regulations relating to government price reportingP.L. 102-585 as it relates to the FSS. (f) Seller and Buyer shall work together to coordinate the addition of the Product to Buyer’s FSS and TriCare Retail Refund Pricing Agreement as soon as practicable following Closing Date and to coincide with Seller removing the Product from its FSS and TriCare Retail Refund Pricing Agreement; provided, that Seller shall be entitled to remove the Product from its FSS and TriCare Retail Pricing Agreement if the Product is not added to Buyer’s FSS and TriCare Retail Pricing Agreement by December 31, 2014. Notwithstanding the foregoing, as between the Parties, Buyer shall be solely responsible for adding the Product to its FSS and TriCare Retail Refund Pricing Agreement.

Government Rebates. (ai) 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 all claims for all rebates pursuant to any government governmental rebate programs program ("GOVERNMENT REBATES") for Products dispensed prior to the Effective Time; PROVIDED that Seller's responsibility with respect to Product dispensed to patients beginning on the date such Government Rebates shall terminate 180 days following the expiration Closing Date (the "REBATE TAIL PERIOD") and, after the termination of the Rebate Tail Period. After the Closing, Seller Purchaser shall be administratively responsible for processing legally and accurately calculated Government Rebates owed by Seller for Products dispensed prior to the Effective Time (to the extent not previously paid by Seller) and, in addition, for the avoidance of doubt, Purchaser shall be responsible for all such rebates Government Rebates for Products dispensed after the Effective Time. Purchaser acknowledges that Seller will require certain information from Purchaser in order to calculate the Government Rebates for Product labeled bearing NDC numbers of Seller or any of its Affiliates. Seller acknowledges that Purchaser will require certain information from Seller to meet its obligations with an regard to pricing and calculating Government Rebates. Accordingly, the Parties agree that, from and after the Closing Date until the date which is one (1) calendar year after the expiration date of the last lot of Product produced with any NDC number of Seller, each Party shall reasonably cooperate with the other Party in connection with appropriately submitting to the Centers for Medicare and Medicaid Services, and in providing to the other Party, the following information: (a) the Best Price for each Product identified by NDC number, (b) the "average manufacturer price" ("AMP") (as defined under the Social Security Act, 42 U.S.C. ss. Buyer 1396r-8(k)(1)) for each Product identified by the NDC number, (c) all data used by Purchaser or Seller to calculate the AMP and Best Price for each Product identified by NDC number, and (d) any additional pricing and/or claims data or other information related to such Medicaid issues reasonably requested by the other Party. Without limiting the generality of the foregoing, or being limited thereby, Purchaser shall make all appropriate filings (even after Closing, as necessary) with the Centers for Medicare and Medicaid Services in regard to all pre-Closing sales of Product, including any filings covering Seller's sales of Product in a partial calendar quarter period leading up the Closing Date. (ii) Purchaser shall pay or reimburse Seller for legally and accurately calculated Government Rebates owed by Seller to any Governmental Authority (to the extent not previously paid by Seller) following the termination of Government Rebate Tail Period; PROVIDED, that the Parties acknowledge that Government Rebates are billed on a calendar quarter basis and, to the extent that Purchaser's reimbursement obligations under this SECTION 8.4(B)(II) commence following the first (1st) day of any calendar quarter, Purchaser shall reimburse Seller in an amount equal to the total amount of the Government Rebates billed to Seller for such quarter, multiplied by a fraction, the numerator of which shall be administratively the number of days elapsed during such quarter for which Purchaser has a reimbursement obligation under this SECTION 8.4(B), and the denominator of which shall be the number of days elapsed during such calendar quarter. Seller shall submit an invoice to Purchaser for the amount due from Purchaser to Seller hereunder within ten (10) Business Days after receipt by Seller of any claim for a Government Rebate for which Purchaser may be responsible under this SECTION 8.4(B). Purchaser shall make all payments due under this SECTION 8.4(B) to Seller upon receipt by Purchaser of invoices from Seller that describe the requested payments in reasonable detail. IN NO EVENT SHALL SELLER OR ANY GOVERNMENTAL AUTHORITY CLAIM, AND PURCHASER SHALL NOT BE OBLIGATED TO REIMBURSE SELLER FOR OR PAY ANY GOVERNMENTAL AUTHORITY FOR ANY GOVERNMENT REBATES THAT ARE NOT OWED BY SELLER OR ARE NOT BASED UPON LEGALLY AND ACCURATELY CALCULATED INFORMATION SUBMITTED TO GOVERNMENTAL AUTHORITIES BY SELLER. (iii) If Purchaser disputes in good faith any Government Rebate claimed by Seller to be owed by Purchaser to Seller under any invoice submitted to Purchaser pursuant to SECTION 8.4(B)(II), Purchaser shall provide notice to Seller within ten (10) Business Days of receipt of such invoice requesting that Seller notify the applicable Governmental Authority that Purchaser disputes such claim and the reasonable basis therefor. Seller shall, to the extent not part of the Purchased Assets, provide to Purchaser, upon Purchaser's reasonable request, copies of any documents and records evidencing the original Government Rebate claims and any resubmission of such claims and data relating to unit Government Rebate calculations that are reasonably necessary to enable Purchaser to resolve such disputed amount. Purchaser shall be responsible for managing the dispute and amount owed under any such disputed Government Rebate, and Seller shall provide reasonable assistance to Purchaser in its dispute thereof; PROVIDED that Purchaser shall reimburse Seller for any and all reasonable costs and expenses incurred by Seller as a result of Purchaser's dispute of such Government Rebate. (iv) Notwithstanding the other provisions of this SECTION 8.4, the Parties acknowledge that the VA National Acquisition Center must approve the addition of the Product to Purchaser's Federal Supply Schedule ("FSS") Contract and the removal of the Product from Seller's FSS Contract before the responsibility of processing such chargebacks is transferred from Seller to Purchaser. Until such approval is obtained, Seller shall continue to be responsible for processing the FSS chargebacks on Purchaser's behalf, at Purchaser's sole costs and expense (with Purchaser promptly paying such costs and expenses as they become due or promptly reimbursing Seller for such costs as paid by Seller), in each case in a manner consistent with this Agreement. Seller shall provide Purchaser with all such rebates for Product labeled with an NDC number of Buyer. Upon reasonable advance notice, Buyer will provide to Seller information relating reasonably related to the Product labeled with an NDC number of Seller sold by Buyer and the prices thereof that Seller Purchaser reasonably needs requires in order to comply with applicable rules and regulations relating to government rebatesP.L. 102-585 as it relates to the FSS. When requested, such information shall be provided by Seller to Purchaser as promptly as practicable. (bv) 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 invoices that describe the requested payments in reasonable detail and include reasonable supporting documentation. (d) Schedule 5.14.2(dSCHEDULE 8.4(B) sets forth the “Best Price” "BEST PRICE" (as defined at 42 U.S.C. § ss. 1396r-8(c)(1)(C)) and Average Manufacturers Price (“AMP”) (as defined at 42 U.S.C. § 1396r-8(k)(1)) AMP reported by Seller for each the Product for the two most recently ended calendar quarters prior to the Execution Date. Buyer shall be responsible for any notices to any Governmental Authorities with respect to any changes in the average wholesale price or weighted average costs of the Product following the Closing Date, in each case as may be required by applicable Lawquarters. (e) From and after the Closing, Buyer shall conduct all federal and state government price reporting for the Product (i.e. Best Price, AMP, NFAMP, annual NFAMP and state reporting) in accordance with all applicable Laws. Seller shall provide to Buyer such information relating to the Product labeled with an NDC number of Seller sold by Buyer that is reasonably necessary for Buyer to comply with applicable Law relating to government price reporting. (f) Seller and Buyer shall work together to coordinate the addition of the Product to Buyer’s FSS and TriCare Retail Refund Pricing Agreement as soon as practicable following Closing Date and to coincide with Seller removing the Product from its FSS and TriCare Retail Refund Pricing Agreement; provided, that Seller shall be entitled to remove the Product from its FSS and TriCare Retail Pricing Agreement if the Product is not added to Buyer’s FSS and TriCare Retail Pricing Agreement by December 31, 2014. Notwithstanding the foregoing, as between the Parties, Buyer shall be solely responsible for adding the Product to its FSS and TriCare Retail Refund Pricing Agreement.

Government Rebates. (ai) From Purchaser and after the Closing, Seller shall be financially responsible for ail (A) cooperate reasonably in the analysis of dispensing data relating to rebates pursuant to any government rebate programs with respect to Product dispensed to patients (i) state or federal government claims for Approved Products sold on or prior to the Closing Date, or (ii) during the [REDACTED] day period following the Closing Date (such period, the “Rebate Tail PeriodGovernment Rebates”), and (B) agree upon a reasonable allocation to assist the parties in calculating rebates in accordance with this Section 2.04(d)(i). From Purchaser and after Seller agree that the Closing, Buyer responsibility for Government Rebates 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, allocated between Purchaser and 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. as follows: (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, (iI) Seller shall be financially responsible for the amount of such rebates that is equal to the product payment of (A) a fraction100% of the amount of Government Rebates invoiced by the applicable Governmental Rebate Authority, where such invoice relates to Approved Product reimbursements paid by the Governmental Rebate Authority during the period ending March 30, 2020 and all prior calendar quarters, and (B) 8.8% of the amount of Government Rebates invoiced by the applicable Governmental Rebate Authority, where such invoice relates to Approved Product reimbursements paid by the Governmental Rebate Authority during the period beginning on April 1, 2020 and ending on June 30, 2020 (Seller’s aggregate responsibility, the numerator “Seller Rebate Amount”) and (II) Purchaser shall be responsible for the remaining amount of Government Rebates not otherwise covered under clause (I) of this sentence. With respect to Government Rebates, Purchaser shall have the right to request through Seller any claims level data (dispensing data) contained in any report from a Government Rebate program which is shall be used for purposes of determining the sum date of such claim or for state rebate dispute purposes. In the number of days in event Purchaser determines an invoice or claim for a Government Rebate should be disputed, Seller shall reasonably cooperate with Purchaser to dispute such calendar quarter included in the Rebate Tail Period plus the number of days in such calendar quarter prior toclaim or invoice. (ii) Purchaser shall prepare and deliver to Seller, and includingno later than September 30, the Closing Date2020 (a “Government Rebates Statement”, and the denominator Government Rebates Statement, together with the Final Closing Inventory Statement, the Final Closing Trade Deductions Statement, and each Quarterly Returns Statements, a “Final Closing Statement”), setting forth Purchaser’s reasonable, good faith calculation of which is (A) the number amount of days in such the Government Rebates for the calendar quarterquarter ending March 31, 2020 and the calendar quarter ending June 30, 2020, and (B) the amount Seller Rebate Amount. During the 30-day period following Purchaser’s delivery of the rebate Government Rebates Statement, Purchaser shall afford Seller and (ii) Buyer shall be financially responsible for the amount of such rebates that is equal its accountants, counsel and other representatives reasonable access, upon reasonable prior written notice during normal business hours, to the product books and records of (A) one minus the fraction determined pursuant Purchaser solely 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 invoices that describe the requested payments in reasonable detail and include reasonable supporting documentation. (d) Schedule 5.14.2(d) sets forth the “Best Price” (as defined at 42 U.S.C. § 1396r-8(c)(1)(C)) and Average Manufacturers Price (“AMP”) (as defined at 42 U.S.C. § 1396r-8(k)(1)) reported by Seller for each Product for the two most recently ended calendar quarters prior to the Execution Date. Buyer shall be responsible for any notices to any Governmental Authorities with respect to any changes in the average wholesale price or weighted average costs of the Product following the Closing Date, in each case as may be required by applicable Law. (e) From and after the Closing, Buyer shall conduct all federal and state government price reporting for the Product (i.e. Best Price, AMP, NFAMP, annual NFAMP and state reporting) in accordance with all applicable Laws. Seller shall provide to Buyer such information relating to the Product labeled with an NDC number Government Rebates Statement, if such access does not unreasonably disrupt the normal operations of Seller sold by Buyer that is reasonably necessary for Buyer to comply with applicable Law relating to government price reportingPurchaser. (f) Seller and Buyer shall work together to coordinate the addition of the Product to Buyer’s FSS and TriCare Retail Refund Pricing Agreement as soon as practicable following Closing Date and to coincide with Seller removing the Product from its FSS and TriCare Retail Refund Pricing Agreement; provided, that Seller shall be entitled to remove the Product from its FSS and TriCare Retail Pricing Agreement if the Product is not added to Buyer’s FSS and TriCare Retail Pricing Agreement by December 31, 2014. Notwithstanding the foregoing, as between the Parties, Buyer shall be solely responsible for adding the Product to its FSS and TriCare Retail Refund Pricing Agreement.

Government Rebates. (ai) From and after the Closing, Seller shall be financially responsible for ail all claims for all rebates pursuant to any government governmental rebate programs program (“Government Rebates”) for Products dispensed prior to the Effective Time; provided that Seller’s responsibility with respect to Product dispensed to patients (i) on or prior to the Closing Date, or (ii) during the [REDACTED] day period such Government Rebates shall terminate 180 days following the Closing Date (such period, the “Rebate Tail Period”). From and ) 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 termination of the Rebate Tail Period. After the Closing, Seller Purchaser shall be administratively responsible for processing legally and accurately calculated Government Rebates owed by Seller for Products dispensed prior to the Effective Time (to the extent not previously paid by Seller) and, in addition, for the avoidance of doubt, Purchaser shall be responsible for all such rebates Government Rebates for Products dispensed after the Effective Time. Purchaser acknowledges that Seller will require certain information from Purchaser in order to calculate the Government Rebates for Product labeled bearing NDC numbers of Seller or any of its Affiliates. Seller acknowledges that Purchaser will require certain information from Seller to meet its obligations with an regard to pricing and calculating Government Rebates. Accordingly, the Parties agree that, from and after the Closing Date until the date which is one (1) calendar year after the expiration date of the last lot of Product produced with any NDC number of Seller, each Party shall reasonably cooperate with the other Party in connection with appropriately submitting to the Centers for Medicare and Medicaid Services, and in providing to the other Party, the following information: (a) the Best Price for each Product identified by NDC number, (b) the “average manufacturer price” (“AMP”) (as defined under the Social Security Act, 42 U.S.C. § 1396r-8(k)(1)) for each Product identified by the NDC number, (c) all data used by Purchaser or Seller to calculate the AMP and Best Price for each Product identified by NDC number, and (d) any additional pricing and/or claims data or other information related to such Medicaid issues reasonably requested by the other Party. Buyer Without limiting the generality of the foregoing, or being limited thereby, Purchaser shall make all appropriate filings (even after Closing, as necessary) with the Centers for Medicare and Medicaid Services in regard to all pre-Closing sales of Product, including any filings covering Seller’s sales of Product in a partial calendar quarter period leading up the Closing Date. (ii) Purchaser shall pay or reimburse Seller for legally and accurately calculated Government Rebates owed by Seller to any Governmental Authority (to the extent not previously paid by Seller) following the termination of Government Rebate Tail Period; provided, that the Parties acknowledge that Government Rebates are billed on a calendar quarter basis and, to the extent that Purchaser’s reimbursement obligations under this Section 8.4(b)(ii) commence following the first (1st) day of any calendar quarter, Purchaser shall reimburse Seller in an amount equal to the total amount of the Government Rebates billed to Seller for such quarter, multiplied by a fraction, the numerator of which shall be administratively the number of days elapsed during such quarter for which Purchaser has a reimbursement obligation under this Section 8.4(b), and the denominator of which shall be the number of days elapsed during such calendar quarter. Seller shall submit an invoice to Purchaser for the amount due from Purchaser to Seller hereunder within ten (10) Business Days after receipt by Seller of any claim for a Government Rebate for which Purchaser may be responsible under this Section 8.4(b). Purchaser shall make all payments due under this Section 8.4(b) to Seller upon receipt by Purchaser of invoices from Seller that describe the requested payments in reasonable detail. IN NO EVENT SHALL SELLER OR ANY GOVERNMENTAL AUTHORITY CLAIM, AND PURCHASER SHALL NOT BE OBLIGATED TO REIMBURSE SELLER FOR OR PAY ANY GOVERNMENTAL AUTHORITY FOR ANY GOVERNMENT REBATES THAT ARE NOT OWED BY SELLER OR ARE NOT BASED UPON LEGALLY AND ACCURATELY CALCULATED INFORMATION SUBMITTED TO GOVERNMENTAL AUTHORITIES BY SELLER. (iii) If Purchaser disputes in good faith any Government Rebate claimed by Seller to be owed by Purchaser to Seller under any invoice submitted to Purchaser pursuant to Section 8.4(b)(ii), Purchaser shall provide notice to Seller within ten (10) Business Days of receipt of such invoice requesting that Seller notify the applicable Governmental Authority that Purchaser disputes such claim and the reasonable basis therefor. Seller shall, to the extent not part of the Purchased Assets, provide to Purchaser, upon Purchaser’s reasonable request, copies of any documents and records evidencing the original Government Rebate claims and any resubmission of such claims and data relating to unit Government Rebate calculations that are reasonably necessary to enable Purchaser to resolve such disputed amount. Purchaser shall be responsible for managing the dispute and amount owed under any such disputed Government Rebate, and Seller shall provide reasonable assistance to Purchaser in its dispute thereof; provided that Purchaser shall reimburse Seller for any and all reasonable costs and expenses incurred by Seller as a result of Purchaser’s dispute of such Government Rebate. (iv) Notwithstanding the other provisions of this Section 8.4, the Parties acknowledge that the VA National Acquisition Center must approve the addition of the Product to Purchaser’s Federal Supply Schedule (“FSS”) Contract and the removal of the Product from Seller’s FSS Contract before the responsibility of processing such chargebacks is transferred from Seller to Purchaser. Until such approval is obtained, Seller shall continue to be responsible for processing the FSS chargebacks on Purchaser’s behalf, at Purchaser’s sole costs and expense (with Purchaser promptly paying such costs and expenses as they become due or promptly reimbursing Seller for such costs as paid by Seller), in each case in a manner consistent with this Agreement. Seller shall provide Purchaser with all such rebates for Product labeled with an NDC number of Buyer. Upon reasonable advance notice, Buyer will provide to Seller information relating reasonably related to the Product labeled with an NDC number of Seller sold by Buyer and the prices thereof that Seller Purchaser reasonably needs requires in order to comply with applicable rules and regulations relating to government rebatesP.L. 102-585 as it relates to the FSS. When requested, such information shall be provided by Seller to Purchaser as promptly as practicable. (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 invoices that describe the requested payments in reasonable detail and include reasonable supporting documentation. (dv) Schedule 5.14.2(d8.4(b) sets forth the “Best Price” (as defined at 42 U.S.C. § 1396r-8(c)(1)(C)) and Average Manufacturers Price (“AMP”) (as defined at 42 U.S.C. § 1396r-8(k)(1)) AMP reported by Seller for each the Product for the two most recently ended calendar quarters prior to the Execution Date. Buyer shall be responsible for any notices to any Governmental Authorities with respect to any changes in the average wholesale price or weighted average costs of the Product following the Closing Date, in each case as may be required by applicable Lawquarters. (e) From and after the Closing, Buyer shall conduct all federal and state government price reporting for the Product (i.e. Best Price, AMP, NFAMP, annual NFAMP and state reporting) in accordance with all applicable Laws. Seller shall provide to Buyer such information relating to the Product labeled with an NDC number of Seller sold by Buyer that is reasonably necessary for Buyer to comply with applicable Law relating to government price reporting. (f) Seller and Buyer shall work together to coordinate the addition of the Product to Buyer’s FSS and TriCare Retail Refund Pricing Agreement as soon as practicable following Closing Date and to coincide with Seller removing the Product from its FSS and TriCare Retail Refund Pricing Agreement; provided, that Seller shall be entitled to remove the Product from its FSS and TriCare Retail Pricing Agreement if the Product is not added to Buyer’s FSS and TriCare Retail Pricing Agreement by December 31, 2014. Notwithstanding the foregoing, as between the Parties, Buyer shall be solely responsible for adding the Product to its FSS and TriCare Retail Refund Pricing Agreement.

Government Rebates. (ai) From and after the Closing, Seller shall be financially responsible Responsibility for ail rebates pursuant to any government rebate programs with respect to Product government claims for Products ("Government Rebates") shall be allocated between Seller and Purchasers as follows: (1) Seller shall be responsible for (x) all Government Rebates with respect to Products dispensed to patients (i) on or prior to the Closing Date, or Date and (iiy) all Government Rebates with respect to Products dispensed to patients during the [REDACTED] day *** period following the Closing Date (such period, the “"Government Rebate Tail Period”"). From and after the Closing, Buyer . (2) Purchasers shall be financially responsible for all rebates pursuant to any government rebate programs Government Rebates with respect to Product Products dispensed to patients beginning on the date day following the expiration of the Government Rebate Tail Period. (3) It is understood and agreed that Purchasers 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. After In the Closingevent Purchasers determine an invoice or claim for a Government Rebate should be disputed, Seller shall be administratively responsible for processing all cooperate with Purchasers to dispute 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 rebatesclaim or invoice. (b4) To the extent that information related to any government rebate programs with respect to Product 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, (iA) Seller shall be financially responsible for the amount of such rebates that is Government Rebates which shall be equal to the product of (Ax) a fraction, the numerator of which is the sum of the number of days in such calendar quarter included in represented by the Government 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 (By) the amount of the rebate Government Rebate and (iiB) Buyer Purchasers shall be financially responsible for the amount of such rebates that is Government Rebates which shall be equal to the product of (Ax) one (1) minus the fraction determined pursuant to clause (iA) above and (By) the amount of the rebateGovernment Rebate. (cii) To If either Party (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 invoices that describe the requested payments in reasonable detail and include reasonable supporting documentation. (d"Non-Responsible Party") Schedule 5.14.2(d) sets forth the “Best Price” (as defined at 42 U.S.C. § 1396r-8(c)(1)(C)) and Average Manufacturers Price (“AMP”) (as defined at 42 U.S.C. § 1396r-8(k)(1)) reported by Seller for each Product for the two most recently ended calendar quarters prior to the Execution Date. Buyer shall be responsible for any notices to any Governmental Authorities receives an invoice with respect to any changes in a Government Rebate that is the average wholesale price or weighted average costs responsibility of the Product following other Party (the Closing Date"Responsible Party"), in each case as may be required by applicable Law. (e) From and after the Closing, Buyer such Non-Responsible Party shall conduct all federal and state government price reporting for the Product (i.e. Best Price, AMP, NFAMP, annual NFAMP and state reporting) in accordance with all applicable Laws. Seller shall promptly provide to Buyer a copy of such information relating invoice to the Product labeled with an NDC number Responsible Party and such Responsible Party shall have fifteen (15) days following receipt of Seller sold by Buyer such invoice to notify the Non-Responsible Party that is reasonably necessary 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 Buyer such payment pursuant to comply with applicable Law relating the terms of Section 1.1(c)(iii). If the Responsible Party provides such notice to government price reporting. the Non-Responsible Party within such fifteen (f15) Seller day period then the Responsible Party shall promptly initiate a dispute of such invoice at its sole cost and Buyer expense and shall work together to coordinate the addition be liable for all reasonable costs and expenses (including reasonable attorney fees) of the Product Non-Responsible Party required to Buyer’s FSS and TriCare Retail Refund Pricing Agreement as soon as practicable following Closing Date and to coincide with Seller removing prosecute the Product from its FSS and TriCare Retail Refund Pricing Agreementdisputed invoice. In the event that an invoice is disputed under this Section 1.1(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 Seller 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 remove reimbursement by the Product from its FSS and TriCare Retail Pricing Agreement Responsible Party only with respect to amounts if any, that are finally owing following settlement of the Product related dispute. (iii) Subject to Section 1.1(c)(ii), to the extent that a Non-Responsible Party remits payment in respect of Government Rebates which are payable by the Responsible Party, the Responsible Party shall reimburse the other Party on or before the date that is not added to Buyer’s FSS and TriCare Retail Pricing Agreement thirty (30) days following receipt of such invoices by December 31such Non-Responsible Party, 2014. Notwithstanding provided, that such invoices describe in reasonable detail the foregoing, as between the Parties, Buyer shall be solely responsible for adding the Product to its FSS and TriCare Retail Refund Pricing Agreementpayments made by such Non-Responsible Party.