Common use of Government Rebates Clause in Contracts

Government Rebates. (i) 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, the Purchaser shall make all appropriate filings and submissions with the Centers for Medicare and Medicaid Services in regard to all Government Rebates for Products dispensed 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.

Government Rebates. (i) The Purchaser and Seller acknowledges that shall (A) cooperate reasonably in the Purchaser will require certain information and cooperation from the Seller analysis of dispensing data relating to meet its obligations with regard to pricing and calculating the rebates pursuant to any governmental government rebate program programs with respect to state or federal government claims for Approved Products sold on or prior to the Closing Date (“Government Rebates”), and (B) agree upon a reasonable allocation to assist the parties in calculating rebates in accordance with this Section 2.04(d)(i). Purchaser and Seller agree that the responsibility for Products bearing NDC numbers of the Government Rebates shall be allocated between Purchaser and 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 as follows: (I) Seller shall provide the Purchaser cooperation and assistance in connection with appropriately submitting to the Centers be responsible for Medicare and Medicaid Services, the following information: payment of (A) 100% of the Best Price for each amount of Government Rebates invoiced by the applicable Governmental Rebate Authority, where such invoice relates to Approved Product identified reimbursements paid by NDC number; 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 “average manufacturer price” (as defined under the Social Xxxxxxxx Xxx, 00 X.X.X. § 0000x-0(x)(0)) (“AMPSeller Rebate Amount”) 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 (DII) 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, the Purchaser shall make all appropriate filings and submissions with be responsible for the Centers for Medicare and Medicaid Services in regard to all remaining amount of Government Rebates for Products dispensed prior not otherwise covered under clause (I) of this sentence. With respect to Government Rebates, Purchaser shall have the Effective Time for which such filings or submissions have not previously been made by the Seller, including right to request through Seller any filings covering Products dispensed claims level data (dispensing data) contained in any partial calendar quarter period leading up report from a Government Rebate program which shall be used for purposes of determining the Closing Datedate 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 reasonably cooperate with Purchaser to dispute such claim or invoice.

Government Rebates. (i) The Seller shall be responsible for all claims for all rebates pursuant to any governmental rebate program ("GOVERNMENT REBATES") for Products dispensed prior to the Effective Time; PROVIDED that Seller's responsibility with respect to such Government Rebates shall terminate 180 days following the Closing Date (the "REBATE TAIL PERIOD") and, after the termination of the Rebate Tail Period, Purchaser shall be responsible for 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 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 bearing NDC numbers of Seller or any of its Affiliates. 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, the Parties agree that, from and after the Closing Date until the date that which is one (1) calendar year after the expiration date of the last lot of each Product produced with any NDC number of the Seller, each Party shall reasonably cooperate with the Seller shall provide the Purchaser cooperation and assistance 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: (Aa) the Best Price for each Product identified by NDC number; , (Bb) the “"average manufacturer price” " ("AMP") (as defined under the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. § 0000x-0(x)(042 U.S.C. ss. 1396r-8(k)(1)) (“AMP”) for each Product identified by the NDC number, (Cc) all data used by the Purchaser or the Seller to calculate the AMP and Best Price for each Product identified by NDC number; , and (Dd) any additional pricing and/or claims data or other information related to such Medicaid issues reasonably requested by the Purchaserother Party. Without limiting the generality of the foregoing, or being limited thereby, after the Closing, the Purchaser shall make all appropriate filings and submissions (even after Closing, as necessary) with the Centers for Medicare and Medicaid Services in regard to all Government Rebates for Products dispensed prior to the Effective Time for which such filings or submissions have not previously been made by the Sellerpre-Closing sales of Product, including any filings covering Products dispensed Seller's sales of Product in any a partial calendar quarter period leading up the Closing Date.

Government Rebates. (i) 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 shall be responsible for all claims for all rebates pursuant to any governmental rebate program (“Government Rebates”) for Products dispensed prior to the Effective Time; provided that Seller’s responsibility with respect to such Government Rebates shall terminate 180 days following the Closing Date (the “Rebate Tail Period”) and, after the termination of the Rebate Tail Period, Purchaser shall be responsible for 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 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 bearing NDC numbers of the Seller or any of its Affiliates. Seller acknowledges that Purchaser will require certain information from Seller to meet its obligations with regard to pricing and calculating Government Rebates. Accordingly, the Parties agree that, from and after the Closing Date until the date that which is one (1) calendar year after the expiration date of the last lot of each Product produced with any NDC number of the Seller, each Party shall reasonably cooperate with the Seller shall provide the Purchaser cooperation and assistance 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: (Aa) the Best Price for each Product identified by NDC number; , (Bb) the “average manufacturer price” (“AMP”) (as defined under the Social Xxxxxxxx XxxSecurity Act, 00 X.X.X. 42 U.S.C. § 0000x-0(x)(01396r-8(k)(1)) (“AMP”) for each Product identified by the NDC number, (Cc) all data used by the Purchaser or the Seller to calculate the AMP and Best Price for each Product identified by NDC number; , and (Dd) any additional pricing and/or claims data or other information related to such Medicaid issues reasonably requested by the Purchaserother Party. Without limiting the generality of the foregoing, or being limited thereby, after the Closing, the Purchaser shall make all appropriate filings and submissions (even after Closing, as necessary) with the Centers for Medicare and Medicaid Services in regard to all Government Rebates for Products dispensed prior to the Effective Time for which such filings or submissions have not previously been made by the Sellerpre-Closing sales of Product, including any filings covering Products dispensed Seller’s sales of Product in any a partial calendar quarter period leading up the Closing Date.