Sales of Product Under Lilly's NDC Code. Lilly will process and be responsible for the administration and payment of all federal, state and local managed care and other rebate programs, including Medicaid/Medicare rebates, as well as chargebacks for the Product (collectively, "Rebate Programs"), in each case, related to Product sold under Lilly's NDC code, regardless of whether such Product was sold by Xxxxx, Xxxxx or any of their respective Permitted Sellers; provided, however, that Xxxxx will pay to Lilly (by Federal Reserve electronic wire transfer in immediately available funds to an account designated by Lilly) (i) within one-hundred and twenty (120) days of the Closing Date 10.7% of the gross amount invoiced by Xxxxx or another Xxxxx Permitted Seller during the first 90 days following the Closing Date for Product bearing Lilly's NDC Code (without regard to whether such customers have paid such invoices) and (ii) within thirty (30) days of the end of each Calendar Quarter thereafter, 5% of the gross amount invoiced by Xxxxx or another Xxxxx Permitted Seller during such Calendar Quarter for Product bearing Lilly's NDC Code (without regard to whether such customers have paid such invoices). Notwithstanding anything to the contrary in the foregoing, Xxxxx shall assume all obligations relating to Rebate Programs other than Medicare/Medicaid on the day that is 90 days after the Closing Date, provided that (i) Lilly shall be responsible for all liabilities under any agreement related to Rebate Programs which include the Product and to which Lilly is a party and Xxxxx shall be responsible for all liabilities under any agreement related to Rebate Programs which include the Product and to which Xxxxx is a party and (ii) pursuant to Article 10 each Party is responsible for liabilities under Rebate Programs relating to Product sold by it. Notwithstanding anything to the contrary in the foregoing, the Parties acknowledge and agree that nothing in this Section 6.14 is intended to make money or lose money for either Party in respect of the matters covered in this Section 6.14.
Sales of Product Under Lilly's NDC Code. Lilly will process and be responsible for the administration and initial payment of all federal, state and local group purchasing organizations and other rebate programs, including Medicaid/Medicare rebates, as well as chargebacks for the Marketed Product (collectively, “Rebate Programs”), in each case, related to Marketed Product sold under Lilly’s NDC code, regardless of whether such Marketed Product was sold by Lilly, ViroPharma or any of their respective Permitted Sellers, subject to the following procedures; provided, however, that ViroPharma will pay to Lilly (by Federal Reserve electronic wire transfer in immediately available funds to an account previously designated by Lilly) (i) within one-hundred and twenty (120) days of the Closing Date 5% of the gross amount invoiced by ViroPharma or another ViroPharma Permitted Seller during the first ninety (90) days following the Closing Date, or by Lilly on ViroPharma’s behalf during the term of the Transition Services Agreement for Marketed Product bearing Lilly’s NDC Code (without regard to whether such customers have paid such invoices) and (ii) within thirty (30) days of the end of each Calendar Quarter thereafter, 5% of the gross amount invoiced by ViroPharma or another ViroPharma Permitted Seller during such Calendar Quarter for Marketed Product bearing Lilly’s NDC Code (without regard to whether such customers have paid such invoices) provided, however, that Lilly demonstrates to ViroPharma’s satisfaction that such rebate corresponds to a sale of Marketed Product by ViroPharma. Notwithstanding anything to the contrary in the foregoing, ViroPharma shall assume all obligations relating to Rebate Programs other than Medicare/Medicaid (which remains an obligation of Lilly while the Lilly NDC Code is on the Marketed Product but for which Rebate Programs Lilly will be reimbursed by ViroPharma as set forth in this Section 7.12) on the day that is 90 days after the Closing Date, provided that (i) Lilly shall be responsible for all liabilities (other than rebates and chargebacks addressed herein) under any agreement related to Rebate Programs which include the Product and to which Lilly is a party and ViroPharma shall be responsible for all liabilities under any agreement related to Rebate Programs which include the Marketed Product and to which ViroPharma is a party, (ii) ViroPharma will honor the prices granted in the Lilly Federal Supply Schedule (“FSS “) agreed to by Lilly to the United States government...
