Commercial Rebates Clause Samples

Commercial Rebates. Prior to the Processing Transfer Date, Depomed shall process all rebates under the Commercial Rebate Agreements. From and after the Processing Transfer Date, Santarus shall process all rebates under the Commercial Rebate Agreements for Products dispensed from and after October 1, 2011, and Depomed shall continue to process all rebates under the Commercial Rebate Agreements for Products dispensed prior to October 1, 2011. On a monthly basis, each party shall report to the other in writing any Product rebates processed and paid by it for which Depomed is financially responsible pursuant to Section 9.3(b). Any Product rebates for which Depomed is financially responsible under Section 9.3(b) processed and paid by Santarus under the Commercial Rebate Agreements shall be invoiced to Depomed on a monthly basis and paid by Depomed within thirty (30) days after Depomed’s receipt thereof (and Depomed shall reduce the Depomed Commercial Rebates Reserve by the amount of such invoice) until the balance in the Depomed Commercial Rebates Reserve is zero. Any Product rebates for which Santarus is financially responsible pursuant to Section 9.3(b) that are processed and paid by Depomed under the Commercial Rebate Agreements shall be invoiced to Santarus on a monthly basis and paid by Santarus within thirty (30) days after Santarus’ receipt thereof. In the event there is any remaining Depomed Commercial Rebates Reserve as of April 1, 2012 (i.e., the Depomed Commercial Rebates

Commercial Rebates. Responsibility for commercial rebates relating to the sale of Product (“Commercial Rebates”) shall be allocated between Sellers and Purchasers as follows: (i) Sellers shall be responsible for all Commercial Rebates invoices relating to Product that can be identified as having been sold by or on behalf of Sellers or any of their respective Affiliates and, for Product that cannot be so identified, for Commercial Rebates utilized on, or otherwise relating to, Product sold or dispensed to customers during the period prior to the Closing and the period ending [***] days following the Closing Date (such [***] period, the “Commercial Rebate Tail Period”); (ii) Purchasers shall be responsible for all Commercial Rebates invoices relating to the Product that can be identified as having been sold by or on behalf of Purchasers and, for Product that cannot be so identified, for Commercial Rebates utilized on, or otherwise relating to, Product sold or dispensed to customers during periods following the expiration of the Commercial Rebate Tail Period. (iii) To the extent that information related to Commercial Rebates is received with respect to a Calendar Quarter that includes the Commercial Rebate Tail Period and such information does not include a date of sale, (A) [***] shall be responsible for the amount of such Commercial Rebates equal to [***] and (B) [***] shall be responsible for the amount of such Commercial Rebates equal to [***] (iv) If a Non-Responsible Party receives an invoice with respect to a Commercial Rebate that is the responsibility of the Responsible Party, such Non-Responsible Party shall promptly provide a copy of such invoice to the Responsible Party and such Responsible Party shall have [***] days following receipt of such invoice to notify the Non- Responsible Party that it intends to dispute such invoice. If the Responsible Party does not so notify the Non-Responsible Party within such [***] period, such Non-Responsible Party shall be permitted to remit payment in respect of such invoice on the Responsible Party’s behalf and the Responsible Party shall reimburse the Non-Responsible Party for such payment pursuant to the terms of this Section 7.16(c). If the Responsible Party provides such notice to the Non- Responsible Party within such [***] period then the Responsible Party shall promptly initiate a dispute of such invoice at its sole cost and expense and shall be liable for all reasonable costs and expenses (including reasonable attorney fee...

Commercial Rebates. GSK shall process and be financially responsible for all commercial rebates related to Product sold by Third Parties through December 31, 2007. Subject to any services required of GSK under this Agreement, Prometheus shall process and be financially responsible for all commercial rebates related to Product sold by Third Parties on or after January 1, 2008. To the extent that a Party processes, issues credits or remits payment for commercial rebates in respect of Product for which the other Party is financially responsible under this Section 3.6(b), the other Party shall reimburse such processing or paying Party within thirty (30) days of receipt of invoices that describe the requested payments in reasonable detail, other than amounts that are the subject of bona fide disputes.

Commercial Rebates. (i) Depomed shall be responsible for (A) all commercial rebates with respect to Products (“Commercial Rebates”) dispensed to patients prior to the Closing Date and (B) all Commercial Rebates with respect to Products dispensed to patients through the Depomed Responsibility Period, provided, however, that Collegium shall be financially responsible for any incremental rebate amounts resulting from any price increases implemented by Collegium after the Closing Date for such lots. (ii) Collegium shall be responsible for all Commercial Rebates with respect to Products dispensed to patients after the Depomed Responsibility Period.

Commercial Rebates. Seller shall be responsible for all claims for all commercial rebates for Products sold prior to the Effective Time; PROVIDED that Seller's responsibility with respect to such commercial rebates shall terminate upon termination of the Rebate Tail Period and thereafter Purchaser shall be responsible for commercial rebates (to the extent not already paid by Seller) for Products sold prior to the Effective Time and, in addition, for the avoidance of doubt, Purchaser shall be responsible for all claims for commercial rebates for Products sold after the Effective Time. SCHEDULE 8.4(C) hereto contains a list of all commercial rebate agreements, commercial chargeback agreements and Medicare Part D agreements in which the Product is included ("COMMERCIAL REBATE AGREEMENTS"). Seller and Purchaser agree that Purchaser shall continue to honor all such Commercial Rebate Agreements following the Effective Time; PROVIDED, HOWEVER, that Seller shall exercise its reasonable best efforts to terminate each such Commercial Rebate Agreement promptly following the Closing and no later than ten (10) Business Days thereafter and shall notify Purchaser in writing of such terminations in accordance with the applicable agreement. Upon termination of such agreements, Seller's Liability for such rebates and chargebacks shall cease. Seller shall be responsible at Sellers' sole cost and expense for the processing, payment, administration, support, and termination of all such Commercial Rebate Agreements. To the extent that Purchaser processes commercial rebates and chargebacks that are the responsibility of Seller, Seller shall reimburse Purchaser within thirty (30) days of receipt of Purchaser's invoices for the same together with appropriate documentation supporting such claim, including without limitation, the lot numbers, NDC number, the party/customer filing for the rebates and chargebacks and identification of the contract under which the Product in question with purchased. Similarly, to the extent that Seller processes commercial rebates and chargebacks for Product sold under Seller's NDC by or on behalf of Purchaser after the Effective Time, Purchaser shall reimburse Seller within thirty (30) days of receipt of Seller's invoices for the same. Any disputes with respect to such amounts due (and the related costs of any Accountants incurred in connection therewith, if any) shall be resolved in the manner set forth in SECTION 2.8(D).

Commercial Rebates. Sellers shall use Commercially Reasonable Efforts to remove the Product(s) from all contracts providing for the payment of commercial rebates in the Territory (“Rebate Contracts”), effective thirty (30) days following the Transition Date. For clarity, the term “Rebate Contract” shall include all Medicare Part D prescription drug plans, but shall not include the Medicare Coverage Gap Discount Program. In the event the Sellers are unable to terminate the Rebate Contracts and/or remove Products by the Transition Date, Sellers shall assign to Purchasers, and Purchasers shall assume, all of the obligations under the Rebate Contracts. Purchasers shall continue to pay rebates owed with respect to Product(s) bearing an NDC of Sellers until Purchasers and such Rebate Contract entity have entered into a comparable agreement. Sellers shall invoice Purchasers for all rebates owed under the Rebate Contracts with respect to Product(s) bearing an NDC of Sellers dispensed thirty-one (31) days or more after the Transition Date, and Purchasers shall pay Sellers the amount of such invoice within thirty (30) days of receipt of such invoice. As soon as practicable following the Transition Date, Sellers shall notify all relevant Third Parties of the Product(s) termination date for those Rebate Contracts that have been terminated and that any future Rebate Contracts for Product(s) must be entered into with Purchasers or its distributors. For all commercial rebate claims that are submitted to one Party but are the processing responsibility of the other Party, the Party receiving the claim shall deny the claim.

Commercial Rebates. (i) [***] (ii) [***]

Commercial Rebates. (i) Seller does not offer commercial rebates with respect to the Products. (ii) Buyer shall be responsible for all commercial rebates (“Commercial Rebates”) offered, if any, following the Closing with respect to the Products, including (A) each Product bearing Seller’s NDC numbers and included in the Seller Labeled Inventory and (B) each Product bearing Buyer Labeling or Buyer’s NDC numbers, in either case (A) or (B) that is sold after the Closing Date.

Commercial Rebates. (i) Seller shall be responsible for all commercial rebates with respect to Infergen sold prior to the Effective Time. Notwithstanding the foregoing, Buyer and Seller agree that (a) Seller’s financial liability for the commercial rebates during the period from the Effective Time through [***] ([***]) [***] thereafter shall be limited to those commercial customers with which Seller has a rebate obligation as of the Effective Time and (b) any such payments by Seller shall be made on the terms and conditions comparable to Seller’s rebate obligations as of the Effective Time with respect to each commercial customer and shall be based on Seller’s terms of agreement with the respective contract, as such terms of agreement existed as of the Effective Time. Seller shall utilize records from third party rebate administrators to demonstrate which rebates relate to Infergen sold prior to the Effective Time for purposes of determining Seller’s obligation. (ii) Any rebates for Infergen sold subsequent to the Effective Time will be the liability of Buyer. To the extent that Seller processes such claims, Buyer shall reimburse Seller within thirty (30) days of receipt of invoices that describe the requested payments in reasonable detail.