Common use of Omitted Services Clause in Contracts

Omitted Services. If, at any time within six months following the Closing Date, NewCo becomes aware of any service that had been provided in the ordinary course during the six months prior to the Closing Date by MCK or its Affiliates to the Core MTS Business that is not included in the Service Schedule and which (a) is not provided to NewCo pursuant to another agreement between MCK and NewCo or their respective Affiliates (and that the parties had not otherwise expressly agreed would not be provided), (b) is reasonably necessary for NewCo to conduct the Core MTS Business in substantially the same manner as provided during the twelve-month period prior to the Closing Date and (c) has not been discontinued by MCK for all of its other business units, then upon written notice from NewCo and subject to (1) Applicable Law, (2) any applicable restrictions in third-party agreements to which MCK is a party and (3) MCK’s internal policies and procedures (so long as such policies and procedures are not implemented by MCK for the purpose of or have the effect of (except to the extent such effect is a result of NewCo being a bad actor) disproportionately discriminating against NewCo), the parties shall negotiate in good faith an amendment to the Service Schedule in order to address the terms for such service as a Service, including negotiating the Service Fees (to be calculated at cost, consistent with MCK’s allocated cost or pass-through charges from third-parties consistently applied across MCK’s business units) for such Service. If MCK has not notified NewCo of the discontinuation of a service that it provides for all of its other businesses, and such discontinuation would disproportionately affect the Core MTS Business as operated prior to the Closing compared to MCK’s other businesses, subsection (c) of this Section 1.3 will not be a basis for not providing such Omitted Service under this Agreement.

Omitted Services. If, at any time within six months following the Closing Date, NewCo MCK becomes aware of any service that had been provided in the ordinary course during the six months prior to the Closing Date by MCK or its Affiliates to the Core MTS Business to EIS that is not included in the Service Schedule and which (a) is not provided to NewCo EIS pursuant to another agreement between MCK and NewCo or their respective Affiliates (and that the parties had not otherwise expressly agreed would not be provided), (b) is reasonably necessary for NewCo MCK to conduct the Core MTS Business EIS in substantially the same manner as provided during the twelve-month period prior to the Closing Date Date, and (c) has not been discontinued by MCK NewCo for all of its other business unitsthe Core MTS Business, then upon written notice from NewCo MCK and subject to (1) Applicable Law, (2) any applicable restrictions in third-party agreements which would impact NewCo’s ability to which MCK is a party provide the requested service and (3) MCKNewCo’s internal policies and procedures (so long as such policies and procedures are not implemented by MCK NewCo for the purpose of or have the effect of (except to the extent such effect is a result of NewCo MCK being a bad actor) disproportionately discriminating against NewCoMCK), the parties shall negotiate in good faith an amendment to the Service Schedule in order to address the terms for such service as a Service, including negotiating the Service Fees (to be calculated at NewCo’s cost, consistent with MCK’s allocated cost or pass-through charges from third-parties consistently applied across MCK’s business units) for such Service. If MCK NewCo has not notified NewCo MCK of the discontinuation of a service Service that it provides for all of its other businessesthe Core MTS Business, and such discontinuation would disproportionately affect the Core MTS Business EIS as operated prior to the Closing compared to MCK’s other businessesthe Core MTS Business, subsection (c) of this Section 1.3 will not be a basis for not providing such Omitted Service under this Agreement.

Omitted Services. If, at any time within six months following the Closing Date, NewCo MCK becomes aware of any service that had been provided in the ordinary course during the six months prior to the Closing Date by MCK or its Affiliates to the Core MTS Business to McKesson RemainCo that is not included in the Service Schedule and which (a) is not provided to NewCo MCK RemainCo pursuant to another agreement between MCK and NewCo or their respective Affiliates (and that the parties had not otherwise expressly agreed would not be provided), (b) is reasonably necessary for NewCo MCK to conduct the Core MTS Business McKesson RemainCo in substantially the same manner as provided during the twelve-month period prior to the Closing Date Date, and (c) has not been discontinued by MCK NewCo for all of its other business unitsthe Core MTS Business, then upon written notice from NewCo MCK and subject to (1) Applicable Law, (2) any applicable restrictions in third-party agreements which would impact NewCo’s ability to which MCK is a party provide the requested service and (3) MCKNewCo’s internal policies and procedures (so long as such policies and procedures are not implemented by MCK NewCo for the purpose of or have the effect of (except to the extent such effect is a result of NewCo MCK being a bad actor) disproportionately discriminating against NewCoMCK), the parties shall negotiate in good faith an amendment to the Service Schedule in order to address the terms for such service as a Service, including negotiating the Service Fees (to be calculated at NewCo’s cost, consistent with MCK’s allocated cost or pass-through charges from third-parties consistently applied across MCK’s business units) for such Service. If MCK NewCo has not notified NewCo MCK of the discontinuation of a service Service that it provides for all of its other businessesthe Core MTS Business, and such discontinuation would disproportionately affect the Core MTS Business McKesson RemainCo as operated prior to the Closing compared to MCK’s other businessesthe Core MTS Business, subsection (c) of this Section 1.3 will not be a basis for not providing such Omitted Service under this Agreement.

Omitted Services. If, at any time within six months following during the Closing DateTransition Services Period, NewCo Connect LLC becomes aware of any service that had been provided in the ordinary course during the six twelve (12) months prior to the Closing Date by MCK Change Healthcare or its Affiliates or subcontractors to the Core MTS Connect Business that is not included in the Service Schedule and which (a) is not provided to NewCo Connect LLC pursuant to another agreement between MCK Change Healthcare and NewCo Connect LLC or their respective Affiliates (and that the parties Parties had not otherwise expressly agreed would not be provided), (b) is reasonably necessary for NewCo Connect LLC to conduct the Core MTS Connect Business in substantially the same manner as provided during the twelve-twelve (12) month period prior to the Closing Date Date, and (c) has not been discontinued by MCK Change Healthcare for all of its other business units, then upon written notice from NewCo Connect LLC and subject to (1) Applicable Law, (2) any applicable restrictions in third-party agreements to which MCK Change Healthcare is a party party, and (3) MCKChange Healthcare’s internal policies and procedures (so long as such policies and procedures are not implemented by MCK Change Healthcare for the purpose of or to have the effect of (except to the extent such effect is a result of NewCo Connect LLC being a bad actor) disproportionately discriminating against NewCoConnect LLC), the parties Parties shall negotiate in good faith an amendment to the Service Schedule Schedules in order to address the terms for such service as a “Service” provided under this Agreement (such Service, an “Omitted Service”), including negotiating the applicable Service Fees (to Fees, which will be calculated established on a time and materials basis at cost, consistent with MCKChange Healthcare’s allocated cost or pass-through charges from third-parties consistently applied across MCK’s business units) standard rates then in effect for such Serviceservices or such other amounts mutually agreed upon in writing by the Parties. If MCK Change Healthcare has not notified NewCo Connect LLC of the discontinuation of a service that it provides for all of its other businesses, and such discontinuation would disproportionately affect the Core MTS Connect Business as operated prior to the Closing compared to MCKChange Healthcare’s other businesses, subsection (c) of this Section 1.3 will not be a basis for not providing such Omitted Service under this Agreement.

Omitted Services. If, at any time within six months following during the Closing DateTransition Services Period, NewCo Connect LLC becomes aware of any service that had been provided in the ordinary course during the six twelve (12) months prior to the Closing Date by MCK Change Healthcare or its Affiliates or subcontractors to the Core MTS Connect Business that is not included in the Service Schedule and which (a) is not provided to NewCo Connect LLC pursuant to another agreement between MCK Change Healthcare and NewCo Connect LLC or their respective Affiliates (and that the parties Parties had not otherwise expressly agreed would not be provided), (b) is reasonably necessary for NewCo Connect LLC to conduct the Core MTS Connect Business in substantially the same manner as provided during the twelve-twelve (12) month period prior to the Closing Date Date, and (c) has not been discontinued by MCK Change Healthcare for all of its other business units, then upon written notice from NewCo Connect LLC and subject to (1) Applicable Law, (2) any applicable restrictions in third-party agreements to which MCK Change Healthcare is a party party, and (3) MCKChange Healthcare’s internal policies and procedures (so long as such policies and procedures are not implemented by MCK Change Healthcare for the purpose of or to have the effect of (except to the extent such effect is a result of NewCo Connect LLC being a bad actor) disproportionately discriminating against NewCoConnect LLC), the parties Parties shall negotiate in good faith an amendment to the Service Schedule Schedules in order to address the terms for such service as a “Service” provided under this Agreement (such Service, an “Omitted Service”), including negotiating the applicable Service Fees (to Fees, which will be calculated established on a time and materials basis at cost, consistent with MCKChange Healthcare’s allocated cost or pass-through charges from third-parties consistently applied across MCK’s business units) standard rates then in effect for such Serviceservices or such other amounts mutually agreed upon in writing by the Parties. If MCK Change Healthcare has not notified NewCo Connect LLC of the discontinuation of a service that it provides for all of its other businesses, and such discontinuation would disproportionately affect the Core MTS Connect Business as operated prior to the Closing compared to MCKChange Healthcare’s other businesses, subsection (c) of this Section 1.3 will not be a basis for not providing such Omitted Service under this Agreement. Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Omitted Services. If, at any time within six months following during the Closing DateTransition Services Period, NewCo Connect LLC becomes aware of any service that had been provided in the ordinary course during the six twelve (12) months prior to the Closing Date by MCK Change Healthcare or its Affiliates or subcontractors to the Core MTS Connect Business that is not included in the Service Schedule and which (a) is not provided to NewCo Connect LLC pursuant to another agreement between MCK Change Healthcare and NewCo Connect LLC or their respective Affiliates (and that the parties Parties had not otherwise expressly agreed would not be provided), (b) is reasonably necessary for NewCo Connect LLC to conduct the Core MTS Connect Business in substantially the same manner as provided during the twelve-twelve (12) month period prior to the Closing Date Date, and (c) has not been discontinued by MCK Change Healthcare for all of its other business units, then upon written notice from NewCo Connect LLC and subject to (1) Applicable Law, (2) any applicable restrictions in third-party agreements to which MCK Change Healthcare is a party party, and (3) MCKChange Healthcare’s internal policies and procedures (so long as such policies and procedures are not implemented by MCK Change Healthcare for the purpose of or to have the effect of (except to the extent such effect is a result of NewCo Connect LLC being a bad actor) disproportionately discriminating against NewCoConnect LLC), the parties Parties shall negotiate in good faith an amendment to the Service Schedule Schedules in order to address the terms for such service as a “Service” provided under this Agreement (such Service, an “Omitted Service”), including negotiating the applicable Service Fees (to Fees, which will be calculated established on a time and materials basis at cost, consistent with MCKChange Healthcare’s allocated cost or pass-through charges from third-parties consistently applied across MCK’s business units) standard rates then in effect for such Serviceservices or such other amounts mutually agreed upon in writing by the Parties. If MCK Change Healthcare has not notified NewCo Connect LLC of the discontinuation of a service that it provides for all of its other businesses, and such discontinuation would disproportionately affect the Core MTS Connect Business as operated prior to the Closing compared to MCKChange Healthcare’s other businesses, subsection (c) of this Section 1.3 will not be a basis for not providing such Omitted Service under this Agreement. The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.