Common use of Pricing; MFN Clause in Contracts

Pricing; MFN. Subject to the following provisions of this Section 5(b), pricing for Products and Services provided to the Facilities shall be as set forth in Schedule C attached hereto: (i) If PharMerica provides Blended AWP Pricing for prescriptions (excluding IVs) for Brand Products (alone) less than the then Ceres Price under any PharMerica Chain Customer Contract (an “Adjustment Event”), PharMerica shall adjust the Ceres Price, effective as of the date (“Adjustment Date”) on which such lower pricing was first provided under the PharMerica Chain Customer Contract, to match such lower pricing under the PharMerica Chain Customer Contract and the reduced Ceres Price shall be in effect from and after the Adjustment Date, unless and until such reduced Ceres Price is further reduced pursuant to this Section 5(b). (ii) Promptly following each Adjustment Event, PharMerica shall provide a notice to Ceres containing the following information: (A) the applicable Adjustment Date, and (B) the new, reduced Ceres Price arising on account of the Adjustment Event. (iii) No later than forty-five (45) days after the end of each calendar quarter during the term of this Agreement, PharMerica shall provide Ceres with a written certification, executed by PharMerica’s president or chief financial officer, attesting to PharMerica’s compliance with the foregoing provisions of this Section 5(b) during the preceding quarter.