Common use of Trade Returns, Medicaid Rebates, Chargebacks Clause in Contracts

Trade Returns, Medicaid Rebates, Chargebacks. (a) (i) Buyer will, at its expense, process and bear the cost of returns of any Products bearing Buyer’s NDC Number sold by Buyer or its Affiliates and returned in accordance with Buyer’s returned goods policy (“Buyer Returns”) and (ii) Seller will, at its expense, process and bear the cost of returns on or after the Closing Date of all Products other than Buyer Returns. (b) Seller and Buyer will be responsible for processing and payment of all Medicaid Reimbursements and Rebates for the Products sold bearing their respective NDC Numbers. (c) Seller will be responsible for any and all payments, rebates, administrative fees or chargebacks due to customers under Seller’s contracts for Products bearing the Seller NDC Number which were sold by Seller or its Affiliates (“Seller Payments”). Buyer agrees that Seller shall have no responsibility for, and “Seller Payments” shall not include, credits for shelf stock adjustments or similar adjustments resulting from price decreases on or after the Closing Date. Buyer will be responsible for all payments, rebates, administrative fees or chargebacks due in connection with any and all sales of Products by or on behalf of Buyer, other than Seller Payments. (d) Notwithstanding any term or provision of this Section 9.1 to the contrary, the parties agree that the terms set forth in Appendix III shall control the obligations of each party with respect to Medicaid Reimbursements and Rebates, returns, rebates, adverse event reporting, audits, administrative fees, chargebacks and shelf stock adjustments as more specifically set forth therein relating to sales of the Transition Products initially supplied to Buyer bearing the Seller NDC Numbers.

Trade Returns, Medicaid Rebates, Chargebacks. (a) (i) Buyer will, at its expense, process and bear the cost of returns of any Products bearing Buyer’s NDC Number sold by Buyer or its Affiliates and returned in accordance with Buyer’s returned goods policy (“Buyer Returns”) and (ii) Seller Sellers will, at its their expense, process and bear the cost of returns on or after the Closing Date of all Products other than Buyer Returns. (b) Seller Sellers and Buyer will be responsible for processing and payment of all Medicaid Reimbursements and Rebates for the Products sold bearing their respective NDC Numbers. (c) Seller Sellers will be responsible for any and all payments, rebates, administrative fees or chargebacks due to customers under Seller’s Sellers’ contracts for Products bearing the Seller NDC Number which were sold by any Seller or its Affiliates (“Seller Payments”). Buyer agrees that Seller Sellers shall have no responsibility for, and “Seller Payments” shall not include, credits for shelf stock adjustments or similar adjustments resulting from price decreases on or after the Closing Date. Buyer will be responsible for all payments, rebates, administrative fees or chargebacks due in connection with any and all sales of Products by or on behalf of Buyer, other than Seller Payments. (d) Notwithstanding any term or provision of this Section 9.1 to the contrary, the parties agree that the terms set forth in Appendix III shall control the obligations of each party with respect to Medicaid Reimbursements and Rebates, returns, rebates, adverse event reporting, audits, administrative fees, chargebacks and shelf stock adjustments as more specifically set forth therein relating to sales of the Transition Products initially supplied to Buyer bearing the Seller NDC Numbers.

Trade Returns, Medicaid Rebates, Chargebacks. (a) (i) Buyer will, at its expense, process and bear the cost of returns of any Products bearing Buyer’s Buyer NDC Number sold by Buyer or its Affiliates and returned in accordance with Buyer’s returned goods policy (“Buyer Returns”) and (ii) Seller will, at its expense, process and bear the cost of returns on or after the Closing Date of all Products other than Buyer Returns. (b) Seller and Buyer will be responsible for processing and payment of all Medicaid Reimbursements and Rebates for the Products sold bearing their respective NDC Numbers. (c) Seller will be responsible for any and all payments, rebates, administrative fees or chargebacks due to customers under Seller’s contracts for Products bearing the Seller NDC Number which were sold by Seller or its Affiliates (“Seller Payments”). Buyer agrees that Seller shall have no responsibility for, and “Seller Payments” shall not include, credits for shelf stock adjustments or similar adjustments resulting from price decreases on or after the Closing Date. Buyer will be responsible for all payments, rebates, administrative fees or chargebacks due in connection with any and all sales of Products by or on behalf of Buyer, other than Seller Payments. (d) Notwithstanding any term or provision of this Section 9.1 to the contrary, the parties agree that the terms set forth in Appendix III shall control the obligations of each party with respect to Medicaid Reimbursements and Rebates, returns, rebates, adverse event reporting, audits, administrative fees, chargebacks and shelf stock adjustments as more specifically set forth therein relating to sales of the Transition Products initially supplied to Buyer bearing the Seller NDC Numbers.

Trade Returns, Medicaid Rebates, Chargebacks. (a) (i) Buyer will, at its expense, process and bear the cost of Parent shall be responsible for processing returns of any all Recothrom Products bearing Buyer’s NDC Number sold by submitted for return prior to the Return Changeover Date and shall be responsible for all costs associated therewith. From and after the Return Changeover Date, Buyer or its Affiliates and returned shall process all returns of Recothrom Products that are made in accordance compliance with Buyer’s returned goods policy (“Buyer Returns”) and (ii) Seller willpolicy, at its expenseirrespective of the NDC or seller of such returned Recothrom Product and, process and bear except as provided below, shall be responsible for all costs associated therewith. To the cost of returns on or extent that a return is made to Parent after the Closing Date Return Changeover Date, if such return relates to a Recothrom Product sold by Parent, then Parent shall refer any such Recothrom Product return to Buyer for processing, regardless of whether or not such return relates to Recothrom Products sold by Parent prior to the Return Changeover Date. If any amount paid or credited by Buyer in respect of any return it processes is an Excluded Liability, Parent will reimburse Buyer for such amount upon receipt of an invoice accompanied by all Products other than Buyer Returnsreasonable requested supporting documentation. (b) Seller and Buyer will be responsible for processing and payment paying any and all Payment Claims for Recothrom Products bearing a Buyer NDC Number. With respect to any Recothrom Products bearing a Parent NDC Number, the following shall apply: (i) From and after the Transition Date until the Rebate/Chargeback Termination Date (or, with respect to any Government Reimbursements and Rebates, for such longer period as may be required by applicable law (including, for the avoidance of doubt, any Healthcare Law or law of any Regulatory Authority), Parent shall process all Payment Claims for any Recothrom Product bearing Parent’s NDC Number in accordance with the terms of the applicable contract or applicable law, as the case may be, and shall make all payments required in connection therewith. From and after the Rebate/Chargeback Termination Date (or, if later, from and after the date Parent is no longer obligated to do so, with respect to any Government Reimbursements and Rebates), Buyer shall process all Payment Claims for any Recothrom Product bearing Parent’s NDC Number in accordance with the terms of the applicable contract or applicable law, and shall make all payments required in connection therewith. (ii) Parent shall be financially responsible for all Payment Claims that, as applicable, are directed to (1) Recothrom Product bearing Parent’s NDC Number sold by a wholesaler or distributor to an end purchaser customer prior to the Rebate/Chargeback Termination Date (based on the date reflected on the invoice date in the applicable Payment Claims data or report), (2) Recothrom Product bearing Parent’s NDC Number dispensed by a pharmacy or other entity prior to the Rebate/Chargeback Termination Date (based on the date reflected on the applicable Payment Claims data or report), or (3) utilization of any Recothrom Product bearing Parent’s NDC Number occurring prior to the Rebate/Chargeback Termination Date (based on any applicable Payment Claims data or report of any applicable Governmental Entity). Buyer shall be financially responsible for all Payment Claims that, as applicable, are directed to (1) Recothrom Product bearing Parent’s NDC Number sold by a wholesaler or distributor to an end purchaser customer on or after the Rebate/Chargeback Termination Date (based on the date reflected on the invoice date in the applicable Payment Claims data or report), (2) Recothrom Product bearing Parent’s NDC Number dispensed by a pharmacy or other entity on or after the Rebate/Chargeback Termination Date (based on the date reflected on the applicable Payment Claims data or report), or (3) utilization of any Recothrom Product bearing Parent’s NDC Number on or after the Rebate/Chargeback Termination Date (based on any applicable Payment Claims data or report of any applicable Governmental Entity). (iii) To the extent Parent is required to and does process and pay any Payment Claims for which Buyer is financially responsible, as provided above, Buyer will reimburse Parent for such Payment Claims upon receipt of an invoice accompanied by all reasonably requested supporting documentation. To the extent Buyer is required to and does process and pay any Payment Claims for which Parent is financially responsible, as provided above, Parent will reimburse Buyer for such Payment Claims upon receipt of an invoice accompanied by all reasonably requested supporting documentation to the extent such Payment Claims exceed the amount of all Medicaid Reimbursements reserves therefor reflected on the Final Closing Statement. For invoices for Payment Claims that include periods for which both Parties are financially responsible, the financial responsibility for such Payment Claim will be split pro rata based on the number of days in the period and Rebates for the Products sold bearing their respective NDC NumbersParty who did not pay such Payment Claim shall reimburse the Party who did pay such Payment Claim upon receipt of an invoice accompanied by all reasonably requested supporting documentation. (c) Seller will be responsible Promptly following the Closing, Buyer and Parent shall coordinate and use commercially reasonable efforts to: (i) (x) add the Recothrom Products to Buyer’s contracts with its wholesalers, government buyers, group purchasing organizations and similar customers and (y) add the Recothrom Products to Buyer’s FSS Program, in each case, to coincide, where possible, with removal of the Recothrom Products from Parent’s Contracts with such customer or programs, as the case may be, and to cause such additions to occur as close to the Transition Date as possible and (ii) enable Buyer to process Payment Claims for any and all payments, rebates, administrative fees or chargebacks due to customers under SellerRecothrom Product bearing Parent’s contracts for Products bearing the Seller NDC Number which were sold associated with purchases by Seller or its Affiliates the PHS 340B Program covered entities after the Transition Date. (“Seller Payments”). d) In the event that any pricing change made by Buyer agrees that Seller shall have no responsibility for, and “Seller Payments” shall not include, credits for shelf stock adjustments or similar adjustments resulting from price decreases on or after the Closing Date. Buyer will be responsible for all payments, rebates, administrative fees Date has the effect of increasing any chargeback or chargebacks due in connection similar liability or payment obligation owed by Parent to any third party with any and all respect to sales of Products by or on behalf of BuyerParent before the Rebate/Chargeback Termination Date to an amount greater than the amount such chargeback or similar liability or payment obligation would have been in the absence of such pricing change, other than Seller PaymentsBuyer shall reimburse Parent for such increase in liability or payment obligation incurred by Parent. (de) Notwithstanding any term or provision anything to the contrary herein, all of Parent’s obligations under this Section 9.1 to 10.6 shall expire on the contrary, the parties agree that the terms set forth in Appendix III shall control the obligations of each party with respect to Medicaid Reimbursements and Rebates, returns, rebates, adverse event reporting, audits, administrative fees, chargebacks and shelf stock adjustments as more specifically set forth therein relating to sales second (2nd) anniversary of the Transition Products initially supplied to Buyer bearing the Seller NDC NumbersClosing Date.

Trade Returns, Medicaid Rebates, Chargebacks. (a) (i) Buyer willFor the period from the Closing Date through and including [CONFIDENTIAL TREATMENT REQUESTED], at its expense, process and Sellers will bear the cost of returns of any Finished Goods which Sellers previously sold; provided, however, that such returns will be subject to the requirement that the Finished Goods being returned will have been returned in compliance with Sellers’ returned goods policy or have been accepted by Sellers on or before [CONFIDENTIAL TREATMENT REQUESTED]. From and after [CONFIDENTIAL TREATMENT REQUESTED], Buyer will be responsible for all returns of Finished Goods, regardless of the date of sale or the seller thereof. Each party will be responsible for processing returns of Finished Products bearing Buyer’s NDC Number sold by Buyer or its Affiliates and returned during the periods for which such party bears the cost thereof in accordance with Buyer’s returned goods policy (“the foregoing. Neither Sellers nor Buyer Returns”) and (ii) Seller will, at its expense, process and bear will take any action to encourage or delay the cost return of returns on or after the Closing Date of all Products other than Buyer Returnsany Finished Goods. (b) Seller Sellers will bear the cost of a portion of all Medicaid Rebates for Migranal and DHE bearing the NDC Numbers, such portion to equal [CONFIDENTIAL TREATMENT REQUESTED] of the aggregate amount of Medicaid Rebates billed by applicable Governmental Entities, with respect to [CONFIDENTIAL TREATMENT REQUESTED]; provided, however, Buyer will bear the additional costs of any Medicaid Rebates for Migranal and DHE with respect to [CONFIDENTIAL TREATMENT REQUESTED] to the extent such costs exceed [CONFIDENTIAL TREATMENT REQUESTED] for Migranal and DHE established by Buyer during [CONFIDENTIAL TREATMENT REQUESTED]. Buyer will bear [CONFIDENTIAL TREATMENT REQUESTED] for Migranal and DHE with respect to [CONFIDENTIAL TREATMENT REQUESTED] and thereafter, regardless of the date of sale. For the avoidance of doubt, Sellers will be entitled to [CONFIDENTIAL TREATMENT REQUESTED] federal and state Medicaid refunds, credits and other adjustments relating to the sale of Migranal and DHE dispensed at any time prior to [CONFIDENTIAL TREATMENT REQUESTED], and Buyer will be entitled to [CONFIDENTIAL TREATMENT REQUESTED] federal and state Medicaid refunds, credits and other adjustments relating to the sale of Migranal and DHE dispensed on or after [CONFIDENTIAL TREATMENT REQUESTED]. (c) Notwithstanding any other provision of this Agreement, following the Closing Date, Sellers will be responsible for the administration of the Medicaid Rebate process for any products which bear the NDC Numbers associated with Migranal and DHE as of the date hereof and Buyer will be responsible for processing the administration of such process for any products which bear NDC Numbers established by Buyer in accordance with the Supply Agreement. Sellers, on the one hand, and payment Buyer, on the other hand, will each furnish the other with any information necessary for each party’s performance of all Medicaid Reimbursements and Rebates its administrative responsibilities pursuant to this Section 9.2(c) in the form reasonably requested by the other party, including, without limitation, applicable pricing information. For so long as Sellers are responsible for the Products sold bearing their respective NDC Numbersadministration of the Medicaid Rebate process for Migranal and DHE, Buyer will provide Sellers with the necessary information within five (5) days of the close of each calendar quarter in the form attached as Exhibit G. Any fines associated with incorrect or late information provided by Sellers or Buyer to the other party under this Section 9.2(c) will be reimbursed by Sellers or Buyer, as the case may be, to the other party. (cd) Seller To the extent the same shall relate to a charge-back or other activity date (i.e., the date of sale from the wholesaler to the wholesaler’s customer) that is [CONFIDENTIAL TREATMENT REQUESTED], Sellers will be responsible for any and all payments, rebates, administrative fees or chargebacks due under any state or federal program or due to customers under Seller’s any private party managed care contracts for or under any other contract or program of any nature whatsoever with private parties, regardless of the date of the sale of the Products bearing by the Seller NDC Number which were sold by Seller Sellers or its Affiliates (“Seller Payments”)Buyer. Buyer agrees To the extent the same shall relate to a chargeback or other activity date that Seller shall have no responsibility foris [CONFIDENTIAL TREATMENT REQUESTED], and “Seller Payments” shall not include, credits for shelf stock adjustments or similar adjustments resulting from price decreases on or after the Closing Date. Buyer will be responsible for all any payments, rebates, administrative fees or chargebacks due in connection under any state or federal program or due to customers under any private party managed care contracts or under any other contract or program of any nature whatsoever with any and all sales private parties, regardless of the date of the sale of the Products by the Sellers or on behalf of Buyer, other than Seller Payments. (de) Notwithstanding any term or provision of anything to the contrary contained in this Section 9.1 9.2, Buyer will be responsible for any notices to the contrary, the parties agree that the terms set forth in Appendix III shall control the obligations State of each party Texas with respect to Medicaid Reimbursements and Rebatesany changes in the AWP (average wholesale price) or WAC (weighted average cost) following the Closing Date, returns, rebates, adverse event reporting, audits, administrative fees, chargebacks and shelf stock adjustments in each such case as more specifically set forth therein relating to sales of the Transition Products initially supplied to Buyer bearing the Seller NDC Numbersmay be required by applicable law.

Trade Returns, Medicaid Rebates, Chargebacks. (a) (i) Buyer will, at its expense, process and bear the cost of returns of any Products bearing Buyer’s NDC Number sold by Buyer or its Affiliates and returned in accordance with Buyer’s returned goods policy (“Buyer Returns”) and (ii) Seller Sellers will, at its their expense, process and bear the cost of returns on or after the Closing Date of all Products other than Buyer Returns. (b) Seller Sellers and Buyer will be responsible for processing and payment of all Medicaid Reimbursements and Rebates for the Products sold bearing their respective NDC Numbers. (c) Seller Sellers will be responsible for any and all payments, rebates, administrative fees or chargebacks due to customers under Seller’s Sellers’ contracts for Products bearing the Seller NDC Number which were sold by any Seller or its Affiliates (“Seller Payments”). Buyer agrees that Seller Sellers shall have no responsibility for, and “Seller Payments” shall not include, credits for shelf stock adjustments or similar adjustments resulting from price decreases on or after the Closing Date. Buyer will be responsible for all payments, rebates, administrative fees or chargebacks due in connection with any and all sales of Products by or on behalf of Buyer, other than Seller Payments. (d) Notwithstanding any term or provision of this Section 9.1 to the contrary, the parties agree that the terms set forth in Appendix III shall control the obligations of each party with respect to Medicaid Reimbursements and Rebates, returns, rebates, adverse event reporting, audits, administrative fees, chargebacks and shelf stock adjustments as more specifically set forth therein relating to sales of the Transition Products initially supplied to Buyer bearing the Seller NDC Numbers.