VHA/UHC Allocation Sample Clauses

VHA/UHC Allocation. VHA and UHC agree to allocate between themselves (i) any obligation of Novation to pay Shortfall Payments pursuant to Section 8.1.2 and (ii) any fees received by Novation pursuant to Section 8.2.2, 8.9, 8.10, 10.6.3, or 16.3 as follows: (i) with respect to *, * to VHA and * to UHC; (ii) with respect to each succeeding *, VHA's allocation shall be a fraction (A) the numerator of which is the sum of the aggregate dollar amount of VHA's Members' purchases through Novation, plus * of the aggregate dollar amount of all purchases through HPPI, and (B) the denominator of which is the sum of the aggregate dollar amount of both VHA's and UHC's Members' purchases through Novation, plus * of the aggregate dollar amount of all purchases through HPPI, in each case during the immediately preceding calendar year and excluding purchases through VHA's Care Continuum Program or any similar program operated by UHC; and (iii) with respect to each succeeding *, UHC's allocation shall be a fraction (A) the numerator of which is the sum of the aggregate dollar amount of UHC's Members' purchases through Novation, plus * of the aggregate dollar amount of all purchases through HPPI, and (B) the denominator of which is the sum of the aggregate dollar amount of both VHA's and UHC's Members' purchases through Novation, plus * of the aggregate dollar amount of all purchases through HPPI, in each case during the immediately preceding calendar year and excluding purchases through VHA's Care Continuum Program or any similar program operated by UHC.