Market Check. Following the initial 18 months of this Agreement (but not before), Sponsor or its designee may provide ESI with a written comparison, prepared by an independent pharmacy benefit management consultant, for pharmacy benefit management services offered by a third party PBM provider which includes and takes into account similar plan design, Formulary, clinical and trend programs, retail pharmacy, mail pharmacy, and specialty pharmacy mix and utilization, demographics and other relevant factors necessary to provide an appropriate comparison (“Sponsor’s Current Market Price”). Sponsor’s Current Market Price will be measured on the basis of a total, aggregate comparison of the pricing terms offered by a single vendor to a single plan, and not on the basis of individual or best price points available from multiple vendors to a single plan or a single vendor to multiple plans. A copy Sponsor’s Current Market Price analysis prepared by the consultant will be submitted to both Sponsor and to ESI. The consultant will also provide a reasonably detailed description of the methods and assumptions used in the analysis including the methods and assumptions related to the calculation of the individual pricing components and the Net Plan Costs, as defined below. ESI shall have a reasonable opportunity (i.e., not less than ten (10) business days) to evaluate Sponsor’s Current Market Price. If the comparison analysis concludes that Sponsor’s Current Market Price would yield an annual one percent (1%) or more savings of “Net Plan Costs” (with Net Plan Costs defined as the sum of the cost of Covered Drugs, dispensing fees, and claims Administrative Fees, less Rebates received by Sponsor) under the Agreement, then the parties shall negotiate in good faith a modification of the pricing terms herein. The revised pricing terms will become effective on the first day of the contract year following the issuance of the report or sixty (60) days following a fully executed amendment or agreement memorializing the revised pricing terms, whichever is later. The market check shall be at Sponsor’s expense, except that ESI shall be responsible for its costs related to responding to the market check. If ESI is unable or unwilling to offer revised pricing terms and conditions that provide Sponsor the percentage of savings of Net Plan Costs as described above, then Sponsor may terminate this Agreement upon ninety (90) days prior written notice to ESI.
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Market Check. Following Any time after the initial 18 first eighteen (18) months of this Agreement Agreement, that may start as soon as the second quarter of the second contract year, BENECARD PBF agrees to a mid-contract term market check to be conducted by the CLIENT, or an independent third party of the CLIENT’s choosing that is not a direct competitor of BENECARD PBF and/or does not have a conflict of interest with BENECARD PBF, to ensure that the CLIENT is receiving appropriate current pricing terms competitive with the industry as compared to other PBMs based on the CLIENT’s volume and membership. BENECARD PBF agrees to improve pricing in the event that the CLIENT’s contract terms are less than competitive. BENECARD PBF agrees to implement new pricing within 90 days of completion of the market check or signature of contract. Acceptance of the new pricing will apply for the remainder of the Initial Term and will NOT result in extension of the contract, unless requested by the CLIENT. The financial guarantees for any partial contractual year that results from the implementation of new pricing will still be reported and the PBM will still reconcile annually and make payments for any shortfalls. CLIENT will pay BENECARD PBF for Covered Drugs dispensed and submitted by Retail Network Pharmacies an amount equal to the lowest of (but not beforei) the dispensing pharmacies submitted usual and customary price (U&C); (ii) the maximum allowable cost (“MAC”), Sponsor where applicable plus, dispensing fee, or its designee may provide ESI with a written comparison, prepared by an independent pharmacy benefit management consultant, for pharmacy benefit management services offered by a third party PBM provider which includes and takes into account similar plan design, Formulary, clinical and trend programs, retail pharmacy, mail pharmacy, and specialty pharmacy mix and utilization, demographics and other relevant factors necessary to provide an appropriate comparison (“Sponsor’s Current Market Price”). Sponsor’s Current Market Price will be measured on iii) the basis of a total, aggregate comparison ingredient cost discount rate of the pricing terms offered by a single vendor to a single plan, and not on dispensing pharmacy plus the basis of individual or best price points available from multiple vendors to a single plan or a single vendor to multiple plans. A copy Sponsor’s Current Market Price analysis prepared by the consultant will be submitted to both Sponsor and to ESI. The consultant will also provide a reasonably detailed description dispensing fee of the methods dispensing pharmacy as billed to BENECARD PBF. Members will never pay more than their plan copayment or coinsurance, discounted cost, MAC, or the pharmacy’s Usual and assumptions used in the analysis including the methods and assumptions related Customary or price billed to the calculation of the individual pricing components and the Net Plan Costs, as defined below. ESI shall have a reasonable opportunity (i.e., not less than ten (10) business days) to evaluate Sponsor’s Current Market Price. If the comparison analysis concludes that Sponsor’s Current Market Price would yield an annual one percent (1%) or more savings of “Net Plan Costs” (with Net Plan Costs defined as the sum of the cost of Covered Drugs, dispensing fees, and claims Administrative Fees, less Rebates received by Sponsor) under the Agreement, then the parties shall negotiate in good faith a modification of the pricing terms herein. The revised pricing terms will become effective on the first day of the contract year following the issuance of the report or sixty (60) days following a fully executed amendment or agreement memorializing the revised pricing termsBENECARD PBF, whichever is laterlowest. The market check shall be Compounds dispensed at Sponsorretail are subject to a compounding fee that varies by participating pharmacy. Federal, state, local taxes and fees may apply and are excluded from guaranteed discounts. Mail order medications exclusively dispensed from BENECARD PBF’s expensemail facility, except that ESI shall be responsible for its costs related as identified in Appendix G are passed through at Actual Acquisition Cost, plus Dispensing Fees and Shipping costs. Compounds dispensed at mail order are subject to responding to the market checka $22.50 dispensing fee. If ESI is unable or unwilling to offer revised pricing terms Federal, state, local taxes and conditions that provide Sponsor the percentage of savings of Net Plan Costs as described above, then Sponsor fees may terminate this Agreement upon ninety (90) days prior written notice to ESIapply and are excluded from guaranteed discounts.
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