Common use of Prescription Claims Adjudication Clause in Contracts

Prescription Claims Adjudication. The Parties acknowledge and agree that (i) Ceres shall have the right to receive Adjudication Services during the term of this Agreement from a provider of Adjudication Services reasonably acceptable to Ceres and PharMerica, (ii) in connection therewith, PharMerica shall reimburse Ceres an amount per calendar year (with partial years being pro rated) equal to the lesser of * or the actual invoiced charges of such provider for the subject calendar year, (iii) that, as of the Effective Date, the [*] 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. Adjudication Services are being provided to Ceres by * , (iv) promptly following the Effective Date, the Parties, cooperating reasonably, shall develop a Request for Proposals for the purpose of identifying the optimal provider of Adjudication Services (and, if * is not selected as such optimal provider as a result of such Request for Proposals, replace * with such alternative provider promptly following such selection), and (v) if * , or any other entity contracted to provide Adjudication Services, is unable to provide or ceases to provide Adjudication Services, as mutually and reasonably determined by PharMerica and Ceres, and no acceptable alternative provider of Adjudication Services can be selected by the Parties to replace * or such other provider (as reasonably approved by the Parties, which approval shall not be unreasonably withheld, conditioned or delayed), PharMerica shall not be in breach of this Section 9(h) (or otherwise) during the period between the termination of * or such other provider as the provider of Adjudication Services hereunder and the selection of a successor provider of Adjudication Services. PharMerica and Ceres shall cooperate reasonably to develop adjudication metrics on or before September 15, 2006 (the “Adjudication Metrics”). PharMerica and Ceres shall refer to the initial Schedule K as a guide to commence their discussions with respect to the development of the Adjudication Metrics. At such time as the Adjudication Metrics are developed under the terms of this Section 9(h), such Adjudication Metrics shall be substituted as a new Schedule K to this Agreement. The Parties agree that, if they are unable, despite good faith and reasonable efforts, to develop mutually acceptable Adjudication Metrics on or before September 15, 2006, the adjudication metrics set forth on the initial Schedule K under the heading “Currently in Effect” shall become the Adjudication Metrics from and after such date, unless modified by the Parties thereafter.

Prescription Claims Adjudication. The Parties acknowledge and agree that (i) Ceres shall have the right to receive Adjudication Services during the term of this Agreement from a provider of Adjudication Services reasonably acceptable to Ceres and PharMerica, (ii) in connection therewith, PharMerica shall reimburse Ceres an amount per calendar year (with partial years being pro rated) equal to the lesser of * or the actual invoiced charges of such provider for the subject calendar year, (iii) that, as of the Effective Date, the [*] 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. Adjudication Services are being provided to Ceres by * Medliance, LLC, an Arizona limited liability company (“Medliance”), (iv) promptly following the Effective Date, the Parties, cooperating reasonably, shall develop a Request for Proposals for the purpose of identifying the optimal provider of Adjudication Services (and, if * Medliance is not selected as such optimal provider as a result of such Request for Proposals, replace * Medliance with such alternative provider promptly following such selection), and (v) if * Medliance, or any other entity contracted to provide Adjudication Services, is unable to provide or ceases to provide Adjudication Services, as mutually and reasonably determined by PharMerica and Ceres, and no acceptable alternative provider of Adjudication Services can be selected by the Parties to replace * Medliance or such other provider (as reasonably approved by the Parties, which approval shall not be unreasonably withheld, conditioned or delayed), PharMerica shall not be in breach of this Section 9(h) (or otherwise) during the period between the termination of * Medliance or such other provider as the provider of Adjudication Services hereunder and the selection of a successor provider of Adjudication Services[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. PharMerica and Ceres shall cooperate reasonably to develop adjudication metrics on or before September 15, 2006 (the “Adjudication Metrics”). PharMerica and Ceres shall refer to the initial Schedule K as a guide to commence their discussions with respect to the development of the Adjudication Metrics. At such time as the Adjudication Metrics are developed under the terms of this Section 9(h), such Adjudication Metrics shall be substituted as a new Schedule K to this Agreement. The Parties agree that, if they are unable, despite good faith and reasonable efforts, to develop mutually acceptable Adjudication Metrics on or before September 15, 2006, the adjudication metrics set forth on the initial Schedule K under the heading “Currently in Effect” shall become the Adjudication Metrics from and after such date, unless modified by the Parties thereafterCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.