Common use of Quarterly Data Clause in Contracts

Quarterly Data. (a) Within 90 days following the close of each Calendar Quarter, Medco shall deliver to Merck, in a mutually acceptable electronic format, the information specifically described in Sections A, B and C of Schedule 7.2(a)(1), the information described in Schedule 7.2(a)(2), and such other information available to and retrievable by Medco (with the cost and expenses of obtaining and retrieving such information to be paid by Medco), as Merck shall deem reasonably necessary for purposes of determining the rebate, if any, Medco shall be entitled to under this Restated Agreement (collectively, the "Quarterly Data"); provided, that, Medco may provide to Merck in hard copy format (rather than in electronic format) that portion of such information that in the ordinary course of business Medco does not maintain in electronic databases (e.g., lists of Utilization Controls) so long as such information provided in hard copy format is orderly, accessible, complete and accurate. The Quarterly Data submitted by Medco shall identify, with respect to each Merck Product dispensed under each Medco Plan during the applicable Calendar Quarter, whether prescriptions for such Merck Product dispensed under such Medco Plan are eligible for any Formulary Access Rebate Amount, specifying whether for such Calendar Quarter such Merck Product was (i) On Formulary under such Medco Plan, (ii) subject to Non-Rebate-Eligible Utilization Controls under such Medco Plan, or (iii) not available to Members under such Medco Plan on a Basis at least as favorable as the Basis upon which any Basis Competitive Product is available to Members under such Medco Plan. The Quarterly Data shall include a "Quarterly Utilization Controls Report" disclosing all Non-Rebate Eligible Utilization Controls and, for each Calendar Quarter beginning on or after January 1, 2004, all Rebate Eligible Utilization Controls that are in place for each Medco Plan during the Calendar Quarter and not reflected in the snapshot information provided to Merck with respect to such Calendar Quarter. For each Medco Plan, this report shall include group-level data consisting of electronic or hard copy data showing all switch programs, teleconsulting, facsimile intervention, counterdetailing, and similar controls and other interventions or communications that constitute Non-Rebate Eligible Utilization Controls and are implemented at any time during the applicable Calendar Quarter and not reflected in the snapshot information provided to Merck with respect to such Calendar Quarter; provided, that, interventions and communications implemented solely by Plans (without the participation of Medco) must be reported in the Quarterly Utilization Control Report only when and to the extent that Medco is aware of such interventions and communications. 3. Schedule 7.2(a) to the Agreement is renumbered as "Schedule 7.2(a)(1)" and amended to appear in its entirety as set forth on Exhibit A hereto. 4. The Agreement is amended to include a new Schedule 7.2(a)(2) as set forth on Exhibit B hereto. 5. The definition of "Incoming Medco Plans Sales Percentage" as set forth in Annex B of the Agreement is hereby amended to read in its entirety as follows:

Quarterly Data. (a) Within 90 days following the close of each Calendar Quarter, Medco shall deliver to Merck, in a mutually acceptable electronic format, the information specifically described in Sections A, B and C of Schedule 7.2(a)(1), the information described in Schedule 7.2(a)(2), 7.2(a) and such other information available to and retrievable by Medco (with the cost and expenses of obtaining and retrieving such information to be paid by Medco), ) as Merck shall deem reasonably necessary for purposes of determining the rebate, if any, Medco shall be entitled to under this Restated Agreement (collectively, the "Quarterly Data"); provided, that, Medco may provide to Merck in hard copy format (rather than in electronic format) that portion of such information that in the ordinary course of business Medco does not maintain in electronic databases (e.g., lists of Utilization Controls) so long as such information provided in hard copy format is orderly, accessible, complete and accurate. The Quarterly Data submitted by Medco shall identify, with respect to each Merck Product dispensed under each Medco Plan during the applicable Calendar Quarter, whether prescriptions for such Merck Product dispensed under such Medco Plan are eligible for any Formulary Access Rebate Amount, specifying whether for such Calendar Quarter such Merck Product was (i) On Formulary under such Medco Plan, (ii) subject to Non-Rebate-Eligible Utilization Controls under such Medco Plan, or (iii) not available to Members under such Medco Plan on a Basis at least as favorable as the Basis upon which any Basis Competitive Product is available to Members under such Medco Plan. The Quarterly Data shall include a "Quarterly Utilization Controls Report" disclosing all Non-Rebate Eligible Utilization Controls and, for each Calendar Quarter beginning on or after January 1, 2004, all Rebate Eligible Utilization Controls that are in place for each Medco Plan during the Calendar Quarter and not reflected in the snapshot information provided to Merck with respect to such Calendar Quarter. For each Medco Plan, this report shall include the following group-level data: (1) electronic data consisting showing all "point of adjudication" Utilization Controls - e.g., electronic coverage management rules, CDUR, RDUR, RationalMed, and prior authorizations -- that are in place at such Plan on the 45th day of the applicable Calendar Quarter (the "snapshot"); (2) electronic or hard copy data showing all switch programs, teleconsulting, facsimile intervention, counterdetailing, and similar controls that are implemented at any time during the applicable Calendar Quarter; and (3) electronic or hard copy data showing all other interventions or communications that constitute Non-Rebate Eligible Utilization Controls and are implemented at any time during the applicable Calendar Quarter and not reflected in the snapshot information that would constitute Utilization Controls, provided to Merck with respect to such Calendar Quarter; provided, that, that interventions and communications implemented solely by Plans (without the participation of Medco) must be reported in the Quarterly Utilization Control Report only when and to the extent that Medco is aware of such interventions and communications. 3. (b) In connection with Merck's making a rebate payment to Medco in accordance with Annex A to this Restated Agreement with respect to a Calendar Quarter, Merck shall deliver to Medco, in a mutually acceptable electronic format, the information specified in Schedule 7.2(a) to the Agreement is renumbered as "Schedule 7.2(a)(17.2(b)" and amended to appear in its entirety as set forth on Exhibit A hereto. 4. The Agreement is amended to include a new Schedule 7.2(a)(2) as set forth on Exhibit B hereto. 5. The definition of "Incoming Medco Plans Sales Percentage" as set forth in Annex B of the Agreement is hereby amended to read in its entirety as follows: