Common use of Rebate Processing Clause in Contracts

Rebate Processing. (a) Xxxxxx shall be solely responsible for all federal, state and local government and private purchasing, pricing or reimbursement programs with respect to the Generic Product sold by Xxxxxx, including taking all necessary and proper steps to execute agreements and file other appropriate reports and other documents with governmental and private entities. Xxxxxx shall be solely responsible for payment and processing of all rebates, whether required by contract or local, state or federal law, for the Generic Product sold by Xxxxxx. (b) Xxxxxx agrees to provide all information and data that Salix reasonably requests in order to comply with any state or federal government price reporting requirements for the Branded Product. Xxxxxx’x obligation under this Section 2.8(b) may include, but shall not be limited to, providing aggregate sales and rebate transaction data, Average Manufacturer Price and Best Price calculations, other data or information regarding sales or pricing (both on and off-invoice) of the Generic Product by Xxxxxx necessary for the government submissions, as determined by Salix in its reasonable discretion. Xxxxxx further agrees to provide such information within twenty (20) days of the close of each Calendar Quarter, or such sooner time period as may be necessary to permit Salix to satisfy its obligations in a timely manner. Xxxxxx warrants that all information provided to Salix pursuant to this Section 2.8(b) will be complete and accurate in all material respects. Salix may use any information provided pursuant to this Section in Salix’s reporting to the Centers for Medicare and Medicaid Services or other Federal and state authorities. In the event that Xxxxxx discovers, through a routine audit, reconciliation, its compliance program or otherwise, that any government price reporting has been miscalculated or other data provided to Salix regarding the sales or pricing of the Generic Product in the Territory are inaccurate, Xxxxxx shall notify Salix immediately of such circumstance and shall work with Salix to ensure that proper pricing information is provided to Salix as soon as possible, but in no event later than thirty (30) days after the end of the quarter in which such inaccuracy is discovered. Xxxxxx further agrees that it will provide any information reasonably requested by Salix pertaining to its methodologies for calculating government price reporting for the Generic Product. Notwithstanding the foregoing, in no event shall Salix be liable for any mistakes, errors, omissions or other inaccuracies in Xxxxxx’x pricing methodologies. The parties agree that any pricing data provided by Xxxxxx pursuant to this Section 2.8(b) shall be used for the limited purpose of complying with legal price reporting requirements and shall not in anyway be used for “price fixing” or similar anti-competitive behavior by either party. Xxxxxx has and will maintain during the Term an effective compliance program based on the Office of Inspector General Compliance Program Guidance for Manufacturers.

Rebate Processing. (a) Xxxxxx American Regent shall only be solely responsible for all those federal, state and local government and private purchasing, pricing or reimbursement programs with respect to the Generic Product sold by XxxxxxAmerican Regent, including taking all necessary and proper steps to execute agreements and file other appropriate reports and other documents with governmental and private entities. Xxxxxx American Regent shall be solely responsible for payment and processing of all rebates, whether required by contract or local, state or federal law, for the Generic Product sold by XxxxxxAmerican Regent. (b) Xxxxxx Upon the written request of American Regent, CytoDyn agrees to provide all to American Regent information and data in its possession that Salix American Regent could not otherwise reasonably requests in order obtain but must provide to comply with any state or federal government regulators (including without limitation Centers for Medicare and Medicaid Services) pursuant to government-mandated price reporting requirements for the Branded Product. Xxxxxx’x obligation under this Section 2.8(bProduct (such requirements, “Pricing Regulations”, and such information and data, and the similarly required customer information in subsection (c) may includebelow, but shall not be limited tocollectively “Compliance Information”), providing including, as applicable, aggregate sales and rebate transaction data, Average Manufacturer Price average manufacturer price and Best Price best price calculations, other data or information regarding sales or pricing (both on and off-invoice) of the Generic Product by Xxxxxx necessary or CytoDyn Product, and method(s) used for generating the government submissionsforegoing information, as determined by Salix subject to the following conditions: (i) No later thirty (30) days before the end of a calendar quarter, American Regent shall request in its reasonable discretion. Xxxxxx further agrees writing the required Compliance Information for that calendar quarter and allow CytoDyn up to fifteen (15) days to provide the requested Compliance Information; (ii) American Regent shall use all Compliance Information only for compliance with Pricing Regulations and not any other purpose, particularly (but not limited to) set or attempt to set its resale price or its rebate, discount or other incentive amount offered to its customers, sub-distributors, suppliers, or competitors of CytoDyn or American Regent; (iii) American Regent may disclose the Compliance Information only to its employees and agents who are primarily responsible for American Regent’s compliance with Pricing Regulations (collectively, “Representatives”), in each case who (A) need to know such information within twenty Compliance Information to perform its Pricing Regulations obligations, (20B) days are not involved in any activities related to price setting or negotiation with any other customers, suppliers, or competitors of CytoDyn, and (C) are bound in writing by restrictions regarding disclosure and use of the close Compliance Information no less restrictive than those set forth herein; (iv) American Regent shall be fully liable for any breach of each Calendar Quarter, or such sooner time period as may be necessary to permit Salix to satisfy its obligations in a timely manner. Xxxxxx herein by its Representatives; and (v) CytoDyn warrants that to its knowledge, all information Compliance Information provided to Salix pursuant to this Section 2.8(b) American Regent will be complete and accurate in all material respects. Salix may use any information provided pursuant to this Section in Salix’s reporting to the Centers for Medicare and Medicaid Services or other Federal and state authorities. In the event that Xxxxxx American Regent discovers, through a routine audit, reconciliation, its compliance program or otherwise, that any government price reporting has been miscalculated or other data provided to Salix American Regent regarding the sales or pricing of the Generic Product in the Territory are inaccurate, Xxxxxx it shall notify Salix CytoDyn immediately of such circumstance and shall work with Salix CytoDyn to ensure that proper pricing information is provided to Salix American Regent as soon as possible, but in no event later than thirty (30) days after the end of the calendar quarter in which such inaccuracy is discovered. (c) In the event that American Regent is required to access Compliance Information to fulfill required reporting obligations pursuant to Pricing Regulations for the Product, and upon written request, CytoDyn shall disclose to American Regent a comprehensive list of customers to whom the CytoDyn Product is directly sold by the CytoDyn Product Distributor, and CytoDyn shall (i) identify mutual customers (wholesalers or other customers that are buying both the American Regent labeled Product from American Regent and the CytoDyn Product from the CytoDyn Product Distributor, and (i) ensure that such mutual customers are segregating the CytoDyn Product from the Product sold by American Regent. Xxxxxx further agrees Such customer information shall also be Compliance Information hereunder. If American Regent reasonably believes that it will provide any information reasonably requested by Salix pertaining mutual customers are charging American Regent fees for services contemplated in any agreements between a mutual customer and the CytoDyn Product Distributor, the Parties shall cooperate to confirm such, and in such a case, American Regent shall not be responsible for paying such fees for service. Rather, the CytoDyn Product Distributor shall work with American Regent to promptly correct such invoices and, if not corrected, the CytoDyn Product Distributor shall be responsible for all outstanding customer fees related to its methodologies sales of the American Regent labeled Product. (d) With respect to rebates that American Regent is obligated to pay pursuant to any government (Federal Medicaid or state assistance) rebate programs for calculating government price reporting amounts charged to an American Regent NDC Number (“Government Rebates”), American Regent shall be responsible for the Generic Productprocessing, handling and payment of all such Government Rebates relating to the Products labeled with an American Regent NDC Number. Notwithstanding the foregoing, in no event American Regent shall Salix not be liable responsible for any mistakesreporting obligations associated with the CytoDyn Product. (e) For the avoidance of doubt, errors(i) the CytoDyn Product Distributor shall assume all obligations to honor and fulfill the payment of chargeback claims, omissions administrative fees, indirect sales rebates, and all other rebates or other inaccuracies in Xxxxxx’x pricing methodologies. The parties agree that any pricing data provided by Xxxxxx pursuant fees associated with an indirect sale of the CytoDyn Product through a wholesaler outside the Field with respect to this Section 2.8(bProducts labeled with the CytoDyn Product Distributor’s NDC Number; (ii) the CytoDyn Product Distributor shall be used responsible for all required government reporting of CytoDyn Product sold by the limited purpose CytoDyn Product Distributor; and (iii) all other payments made to customers for sales of complying with legal price reporting requirements and the CytoDyn Product sold by the CytoDyn Product Distributor, or audits submitted from customers, shall not in anyway be used for “price fixing” or similar anti-competitive behavior by either party. Xxxxxx has and will maintain during the Term an effective compliance program based on sole responsibility of the Office of Inspector General Compliance Program Guidance for ManufacturersCytoDyn Product Distributor.