Rebates and Chargebacks Sample Clauses

Rebates and Chargebacks. All liabilities and obligations arising from (i) all rebates to state Medicaid and other state and local governmental programs and to pharmacy benefit management companies, health plans, insurance companies, mail service pharmacies and other health care providers based upon the utilization of the Product (collectively, "Rebates") and (ii) all credits, chargebacks, reimbursements, administrative fees and other payments to wholesalers and other distributors, group purchasing organizations, insurers and other institutions (collectively, "Chargebacks"), occurring in the third calendar quarter of 2000 and thereafter, subject to the Rebate and Chargeback Reimbursement (defined below) to be paid to Horizon by Warnxx-Xxxxxxx, xxovided, however, that Horizon shall not be liable for any Chargebacks or Rebates occurring in the first and second calendar quarters of 2000. For purposes of this Section 1.3.2, Rebates shall be deemed to have occurred in the calendar quarter in which the pharmacy or other applicable entity is reimbursed by Medicaid or other applicable entity and Chargebacks shall be deemed to have occurred in the calendar quarter in which the wholesaler or other applicable entity ships the Product that results in the chargeback. As used herein, "Rebate and Chargeback Reimbursement" shall mean an amount equal to the product of (i) the Rebates and Chargebacks occurring in the third calendar quarter of 2000 and (ii) a fraction, the denominator of which is 92 and the numerator of which is the number of days elapsed in the second quarter through the Closing Date. To the extent that Warnxx-Xxxxxxx xx unable to assign any agreement of Warnxx-Xxxxxxx xxx the payment of Rebates and Chargebacks ("Managed Care Agreements") to Horizon with respect to the Product, Horizon agrees to reimburse Warnxx-Xxxxxxx xxx the amount of such Rebates and Chargebacks under the Managed Care Agreements paid by Warnxx-Xxxxxxx xxxhin thirty (30) days after receipt by Horizon of a written invoice from Warnxx-Xxxxxxx xxx same;
Sample 1Sample 2
AutoNDA by SimpleDocs
Rebates and Chargebacks. (a) From and after the Effective Date, Distributor shall be responsible for any rebate payments with respect to the Product, whether by agreement, government mandate or otherwise. (b) From and after the Effective Date, Distributor shall be responsible for all payments with respect to contract chargeback claims for the Product. (c) In consideration of Distributor's agreements contained in (a) and (b) above, Company shall pay or credit Distributor the amount of [XXXXX] dollars ([XXXXX]). (d) Nevertheless, for administrative convenience Company shall continue to make any chargeback or rebate payments with respect to the Product required under agreements, government mandates or otherwise which relate to the period prior to the Effective Date or to supply contracts not assigned or assignable under paragraph 12 or which are processed by the Company due to direct requests of a customer, provided that Distributor shall reimburse Company for all such payments.
Sample 1
Rebates and Chargebacks. The Seller shall be responsible for all rebates (including Medicaid rebates), chargebacks and other similar items (other than returns) related to Products having Seller’s NDC codes (and such liabilities shall be “Excluded Liabilities” for all purposes hereunder). Purchaser agrees to not adjust Product pricing under either Party’s NDC until after 12/31/2017.
Sample 1
Rebates and Chargebacks. (a) GSK's Obligations. GSK will be responsible for all governmental and commercial rebates and chargeback claims for Product dispensed prior to the Commencement Date (it being understood and agreed that the information contained in any report from the applicable rebate program will be deemed to be the date for purposes of determining the date of such claim) and after the expiration or termination of this Agreement. GSK will also be [..**..] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. responsible for all rebates pursuant to any government rebate programs with respect to government claims for Product dispensed during the Calendar Quarter which encompasses the Commencement Date (it being understood and agreed that the information contained in any report from the state rebate program will be deemed to be the date for purposes of determining the date of such claim). GSK will reimburse Myogen for all rebates and chargebacks that Myogen is obligated to pay with respect to claims for Product dispensed on and after the expiration or termination of the Agreement, which is labeled with Myogen's (or any of its Affiliates') NDC number and for which GSK is responsible pursuant to this Section 3.5(a). All payments due to Myogen by GSK as set forth in the immediately preceding sentence will be made by GSK to (or its Affiliates) within thirty (30) calendar days after GSK's receipt of an invoice from Myogen (or its Affiliates) setting forth requested payments in reasonable detail. (b) Myogen's Obligations. Myogen will be responsible for all commercial rebates and chargeback claims for Product dispensed on and after the Commencement Date during the Term (it being understood and agreed that the information contained in any report from the applicable rebate program will be deemed to be the date for purposes of determining the date of such claim). Myogen will also be responsible for all rebates pursuant to any government rebate programs with respect to government claims for Product dispensed during the Term after the Calendar Quarter which encompasses the Commencement Date (it being understood and agreed that the information contained in any report from the state rebate program will be deemed to be the date for purposes of determining the date of such claim). Myogen will reimburse GSK ...
Sample 1
Rebates and Chargebacks. Any rebates or chargebacks for Product that was sold by Seller prior to the Closing Date, shall be paid or reimbursed, as applicable, in accordance with Section 2.3(h).
Sample 1
Rebates and Chargebacks. Parties agree to negotiate in good faith and reach agreement on the process for handling rebates and chargebacks (including a sample calculation representing the reimbursements), which process shall be consistent with Section 6.17(b) and Section 6.17(c) of the Purchase Agreement.
Sample 1
Rebates and Chargebacks. The Seller shall be responsible for all rebates (including Medicaid rebates), chargebacks and other similar items (other than returns) related to Products that are received and processed on or before September 30, 2015 (and such liabilities shall be “Excluded Liabilities” for all purposes hereunder) and the Purchaser shall be responsible for all rebates (including Medicaid rebates), chargebacks and other similar items (other than returns) related to Products that are received and processed on or after October 1, 2015 (and such liabilities shall be “Assumed Liabilities” for all purposes hereunder).
Sample 1
AutoNDA by SimpleDocs
Rebates and Chargebacks 
Sample 1Sample 2

Related to Rebates and Chargebacks

  • Chargebacks All Chargebacks are due upon presentation to Merchant. In the case of a failure to pay a Chargeback upon such presentment, in addition to any other remedies which may be exercised by Servicers, Merchant agrees to pay a late charge of one and one half percent (1.5%) per month or portion thereof, or the highest amount allowable by law, whichever is less, on all unpaid Chargebacks. Servicers are authorized to deduct the amount of any Chargebacks and fees from any settlement amounts due to Merchant or from the Reserve Account, if any, or collect by any other means, including by debit to Account. Merchant acknowledges and agrees that it is bound by the Rules with respect to any Chargeback. Merchant further acknowledges that it is solely responsible for providing Servicers with any available information to re-present a Chargeback and that, regardless of any information it provides or does not provide Servicers in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. Merchant understands and agrees that Card transactions are subject to Chargeback for a variety of reasons under the Rules, or if Merchant has breached this Agreement, including without limitation, for the following reasons: (a) The Sales Draft is illegible, not signed by the Cardholder or has not been presented to Servicers within the required time-frames. (b) The Sales Draft does not contain the Imprint of a valid unexpired Card. (c) A valid authorization number has not been correctly and legibly recorded on the Sales Draft. (d) The Sales Draft is a duplicate of a prior Card transaction or is the result of two or more Card transactions generated for a single sale. (e) The Cardholder alleges that he or she did not participate in the sale, authorize the use of the Card, receive goods or services purchased, or receive a required credit adjustment, or disputes the quality of the goods or services purchased. (f) The price of goods or services on the Sales Draft differs from the amount which Merchant presents for payment. (g) The Card transaction results from an Internet, mail, phone or preauthorized order and the Cardholder disputes entering into or authorizing the Card transaction or the Card transaction has been made on an expired or non-existing account number. (h) Servicers reasonably believe in their discretion that Merchant has violated any provision of this Agreement. (i) Servicers reasonably determine that the Card transaction is not bona fide or is subject to any claim of illegality, cancellation, rescission, or offset for any reason whatsoever, including without limitation, negligence, fraud or dishonesty on the part of Merchant or Merchant’s agents or employees. (j) Merchant fails to provide a Sales Draft or legible copy thereof to Servicers in accordance with this Agreement. (k) Merchant shall not initiate a Card transaction in an attempt to collect a Chargeback.

  • Rebates Premium rebates given by the Employment Insurance Commission shall be paid directly to the employees by the Employer.

  • Rates and Charges 6.3.1 Wholesale discounts for resold Telecommunications Services offerings are provided in Exhibit A. The Telecommunications Services offerings available for resale but excluded from the wholesale pricing arrangement in the Agreement are available at the retail Tariff, price list, catalog, or other retail Telecommunications Services offering rates. Telecommunications Services available for resale with or without a wholesale discount are subject to Commission-approved change, and any such changes shall apply from the effective date of such change on a going-forward basis only. 6.3.2 The Customer Transfer Charges (CTC) as specified in Exhibit A apply when transferring services to CLEC. 6.3.3 A Subscriber Line Charge (SLC), or any subsequent federally mandated charge to End User Customers, will continue to be paid by CLEC without discount for each local exchange line resold under this Agreement. All federal and state rules and regulations associated with SLC as found in the applicable Qwest Tariffs, catalogs, price lists, or other retail Telecommunications Services offerings also apply. 6.3.4 CLEC will pay to Qwest the Primary Interexchange Carrier (PIC) change charge without discount for CLEC End User Customer changes of Interexchange or IntraLATA Carriers. Any change in CLEC's End User Customer's Interexchange or IntraLATA Carrier must be requested by CLEC on behalf of its End User Customer, and Qwest will not accept changes to CLEC's End User Customer's Interexchange or IntraLATA Carrier(s) from anyone other than CLEC. 6.3.5 CLEC agrees to pay Qwest when its End User Customer activates any services or features that are billed on a per use or per activation basis (e.g., continuous redial, last call return, call back calling, call trace) subject to the applicable discount in Exhibit A as such may be amended pursuant to this Section. With respect to all such charges, Qwest shall provide CLEC with sufficient information to enable CLEC to xxxx its End User Customers. 6.3.6 Miscellaneous Charges applicable to services ordered for resale by CLEC will apply if such Miscellaneous Charges apply for equivalent services ordered by Qwest retail End User Customers, except that CLEC will receive any applicable wholesale discount. Such Miscellaneous Charges include charges listed in the applicable Qwest Tariffs, catalogs, price lists, or other retail Telecommunications Services offerings. 6.3.7 If the Commission orders additional services to be available for resale, Qwest will revise Exhibit A to incorporate the services added by such order into this Agreement, effective on the date ordered by the Commission. If the Commission indicates those additional services must be available for resale at wholesale discount rates, those additional services will be added to this Agreement at the original Agreement wholesale discount rate. 6.3.8 Qwest shall timely xxxx new or changed Commission-ordered resale rates or charges using the effective date for such rates or charges as ordered by the Commission. If Qwest bills CLEC amounts different from new or changed rates or charges after the effective date of such rates or charges, Qwest shall make appropriate xxxx adjustments or provide appropriate xxxx credits on XXXX'x xxxx(s). 6.3.9 If rates for services resold by CLEC under this Agreement change, based on changes in Qwest's Tariffs, catalogs, price lists or other retail Telecommunications Services offerings, charges billed to CLEC for such services will be based upon the new Tariff, catalogs, price lists, or other retail Telecommunications Services offerings rates less the applicable wholesale discount, if any, as agreed to herein or as established by Commission order. The new rate will be effective upon the effective date of the Tariff, catalog, price list, or other retail Telecommunications Services offerings. 6.3.10 Product-specific nonrecurring charges as set forth in Qwest's applicable Tariffs, catalogs, price lists, or other retail Telecommunications Services offerings will apply when new or additional resold services are ordered and installed at CLEC's request for use by CLEC's End User Customers. Such nonrecurring charges will be subject to the wholesale discount, if any, that applies to the underlying service being added or changed.

  • Unallowable Costs Costs that are unallowable under other sections of these principles shall not be allowable under this section solely on the basis that they constitute personnel compensation.

  • Discounts, Rebates and Refunds § 8.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (1) before making the payment, the Construction Manager included the amount to be paid, less such discount, in an Application for Payment and received payment from the Owner, or (2) the Owner has deposited funds with the Construction Manager with which to make payments; otherwise, cash discounts shall accrue to the Construction Manager. Trade discounts, rebates, refunds, and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Construction Manager shall make provisions so that they can be obtained. § 8.2 Amounts that accrue to the Owner in accordance with the provisions of Section 8.1 shall be credited to the Owner as a deduction from the Cost of the Work.

  • Third Party Payments (a) Subject to Section 6.4.4(c), the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party on Net Sales of a Licensed Product in a country an amount equal to [**] percent ([**]%) of all upfront payments, milestone payments, royalties, and other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4. (b) In the event a Party enters into any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party with respect to such license rights for such Licensed Product in such country. (c) If any amount is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License Agreement) with respect to the Development, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable to EISAI hereunder.

  • ADS Fees and Charges The Company, the Holders, the Beneficial Owners, persons depositing Shares or withdrawing Deposited Securities in connection with the issuance and cancellation of ADSs, and persons receiving ADSs upon issuance or whose ADSs are being cancelled shall be required to pay the Depositary’s fees and related charges identified as payable by them respectively in the Fee Schedule attached hereto as Exhibit B. All ADS fees and charges so payable may be deducted from distributions or must be remitted to the Depositary, or its designee, and may, at any time and from time to time, be changed by agreement between the Depositary and the Company, but, in the case of ADS fees and charges payable by Holders and Beneficial Owners, only in the manner contemplated in Section 6.1. The Depositary shall provide, without charge, a copy of its latest ADS fee schedule to anyone upon request. ADS fees and charges for (i) the issuance of ADSs and (ii) the cancellation of ADSs will be payable by the person for whom the ADSs are so issued by the Depositary (in the case of ADS issuances) and by the person for whom ADSs are being cancelled (in the case of ADS cancellations). In the case of ADSs issued by the Depositary into DTC or presented to the Depositary via DTC, the ADS issuance and cancellation fees and charges will be payable by the DTC Participant(s) receiving the ADSs from the Depositary or the DTC Participant(s) holding the ADSs being cancelled, as the case may be, on behalf of the Beneficial Owner(s) and will be charged by the DTC Participant(s) to the account(s) of the applicable Beneficial Owner(s) in accordance with the procedures and practices of the DTC Participant(s) as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are payable by Holders as of the applicable ADS Record Date established by the Depositary. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, the applicable Holders as of the ADS Record Date established by the Depositary will be invoiced for the amount of the ADS fees and charges and such ADS fees may be deducted from distributions made to Holders. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and may be charged to the DTC Participants in accordance with the procedures and practices prescribed by DTC from time to time and the DTC Participants in turn charge the amount of such ADS fees and charges to the Beneficial Owners for whom they hold ADSs. In the case of (i) registration of ADS transfers, the ADS transfer fee will be payable by the ADS Holder whose ADSs are being transferred or by the person to whom the ADSs are transferred, and (ii) conversion of ADSs of one series for ADSs of another series, the ADS conversion fee will be payable by the Holder whose ADSs are converted or by the person to whom the converted ADSs are delivered. The Depositary may reimburse the Company for certain expenses incurred by the Company in respect of the ADR program established pursuant to the Deposit Agreement, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as the Company and the Depositary agree from time to time. The Company shall pay to the Depositary such fees and charges, and reimburse the Depositary for such out-of-pocket expenses, as the Depositary and the Company may agree from time to time. Responsibility for payment of such fees, charges and reimbursements may from time to time be changed by agreement between the Company and the Depositary. Unless otherwise agreed, the Depositary shall present its statement for such fees, charges and reimbursements to the Company once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary. The obligations of Holders and Beneficial Owners to pay ADS fees and charges shall survive the termination of the Deposit Agreement. As to any Depositary, upon the resignation or removal of such Depositary as described in Section 5.4, the right to collect ADS fees and charges shall extend for those ADS fees and charges incurred prior to the effectiveness of such resignation or removal.

  • Costs and Charges Seller shall be responsible for paying or satisfying when due all costs or charges imposed in connection with the scheduling and delivery of Net Output up to and at the Point of Delivery, including transmission costs, Transmission Service, and transmission line losses, and any operation and maintenance charges imposed by Interconnection Provider and Transmission Provider for the Interconnection Facilities. PacifiCorp shall be responsible for all costs or charges, if any, imposed in connection with the delivery of Net Output at and from the Point of Delivery, including transmission costs and transmission line losses and imbalance charges or penalties. Without limiting the generality of the foregoing, Seller, in accordance with the Generation Interconnection Agreement, shall bear all costs associated with the modifications to Interconnection Facilities or the System (including system upgrades) caused by or related to (a) the interconnection of the Facility with the System and (b) any increase in generating capacity of the Facility.

  • Taxes and Charges Contractor shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the Contractor’s business.

  • Service Charges No service charge shall be made for any exchange or registration of transfer of Warrants.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!