Part D. Ending the Agreement
Part D. The Voluntary Prescription Drug Benefit Program established by the amendment of Title XVIII of the Social Security Act, Section 101 and its implementing regulations (42 C.F.R. Part 423).
Part D. Subject to Section 3.13(c) above, PBM shall pay WellPoint [*] of the Pharma Revenue collected on Brand Drug Claim prescriptions filled, during each calendar quarter hereunder, within [*] of the end of such calendar quarter. Subject to Section 3.13(c) above, PBM shall also pay WellPoint [*] of residual Pharma Revenue, if any, on such Brand Drug Claims related to such calendar quarter, which are collected by PBM in subsequent quarters. On an annual basis, PBM shall reconcile the Part D Pharma Revenue Per Branded Claim Guarantees set forth in Exhibit A within [*] of each calendar year and shall credit WellPoint for any deficit in one or both Part D Pharma Revenue Per Branded Claim Guarantees on the next invoice immediately following the reconciliation. Notwithstanding the foregoing, PBM may use a surplus in one of the Part D Pharma Revenue Per Branded Claim Guarantees (Retail or Mail) to reduce a deficit in the other Part D Pharma Revenue Per Branded Claim Guarantee hereunder. Notwithstanding anything in this Section 5.3(d) or otherwise in this Agreement to the contrary, the Parties acknowledge and agree that no Pharma Revenue guarantees shall apply for [*].
Part D. Assurances The parties must furnish written assurance of each of the following:
1. that the parties will submit to the Department for approval any changes that occur to the approved cooperative agreement;
2. that the parties will carry out the agreement in accordance with the approved application;
3. that the parties understand that the Department may revoke a Certificate of Public Advantage at any time for reasons outlined in Section 503 of these regulations;
4. that the Department or its authorized representatives at any time during normal hours of operation shall be allowed to make an on-site inspection to determine compliance in accordance with the application for which the Certificate of Public Advantage was issued;
5. that the parties will cooperate with the Department or any investigation regarding compliance with the application for which the Certificate of Public Advantage was issued by providing relevant information in a timely manner, assisting in the collection of data, or satisfying other relevant requests from the Department;
6. that the parties will submit at least every two years, the information required by Section 502 of these regulations;
7. that this cooperative agreement does not involve price fixing, predatory pricing or illegal tying arrangements;
8. that the parties understand that the issuance of a Certificate of Public Advantage does not exempt any of the parties from compliance with the provisions of Regulation 61-15, Certification of Need for Health Facilities and Services.
Part D. Confidentiality:
Part D. Coverage For Damage To Your Auto
Part D. General..................................................... 16 I. Assignment.................................................. 16 II. Term........................................................ 16 III. Confidentiality............................................. 17 IV. Cooperation and Non-Compete................................. 18 V. Miscellaneous............................................... 18 Preamble
Part D. General...................................................22 Section 6.9. Date of Distribution........................22 Section 6.10. Form of Distribution........................23 Section 6.11. Liability...................................23 Section 6.12. Right of First Refusal......................24 Section 6.13. Put Options.................................24 Section 6.14. Eligible Rollover Distributions.............25
Part D. General...........................................20 Section 6.9. Date of Distribution.............................20 Section 6.10.
Part D. In case of any disagreement between the Parties as to whether a specific ISIT system conforms to the relevant MSN (as detailed in Schedule 7.1.3 Part A), the Parties will attempt to resolve any such disagreement in good faith. Each of the Parties shall bear its own internal and external costs and charges incurred in relation to the preparation of the initial migration of information systems activities. The Purchaser agrees to reimburse to Seller the purchase costs related to the software licenses Seller may have to purchase for the initial migration when such licenses were not used by Seller for the Pessac Business and have been purchased for complying with Purchaser’s specifications or specific needs, subject to prior agreement of Purchaser on such expenses.
