25D - AGMT - DISCOUNT PHARMACY CARD PRGM

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EXHIBIT C DEFINITIONS In addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the `ollowing meanings: 1. "Activation Date" means the go live date of , 20 when claims will first be processed under this Agreement. "Average Wholesale Price" or "AWP" means the following: i. for products first available on the market before September 26, 2009, either (a) the product of the wholesale acquisition price (WAC) of a prescription drug as set forth in Medi-Span on the date dispensed times the mark-up factor over WAC that was established by Medi-Span to calculate the average wholesale price of such drug on September 25, 2009, or (b) the product of the manufacturer direct price (DP) of a prescription drug as set forth in Medi-Span on the date dispensed times the mark-up factor over DP that was established by Medi-Span to calculate the average wholesale price of such drug on September 25, 2009, and i. for products first available on the market on or after September 26, 2009, the average wholesale price of a prescription drug as set forth by Medi-Span on the date dispensed. 3. "Dispensing Fee" means the amount paid to the Participating Pharmacy for filling a prescription 4. "Eligible Members" or "Members" means individuals who utilize the prescription drug entitled to Covered Prescription Services through Client. 5. "Mail Service Pharmacy" means the pharmacy provider(s) assigned responsibility for dispensing mail order prescriptions to Eligible Members. The mail service pharmacy pricing referenced in Exhibit B of this Agreement will apply to all claims dispensed by a designated mail service pharmacy provider regardless of days supply or quantity dispensed. 6. "Maximum Allowable Cost" or "MAC" means the unit price that has been established by IRx or Paramount for a multi-source drug included on it's MAC drug list developed for IRx clients which may be amended from time to time by IRx in its sole discretion. 7. "Participating Pharmacy" means a retail pharmacy that is included in the Discount Card network provided by IRx under which the pharmacy has agreed to provide discount Prescription Drug Services to Eligible Members and to comply with applicable regulatory requirements. 8. "Processed Claims, Claims, or Claim Forms" (collectively "Claims") means electronic or paper pharmacy claims that are (i) transmitted to IRx by Participating Pharmacies or Eligible Members as a result of Covered Prescription Drug Services being supplied to Eligible Members by Participating Pharmacies, and (ii) processed by IRx with the result being that the claims are either paid, denied, rejected or reversed. 9. "Processing Fee" means the amount collected by the Participating Pharmacy in addition to the Dispensing Fee on behalf of subcontractors and vendors. A portion of this fee will pass to the Client. 10. Usual and Customary" or "U&C" shall mean the amount a Participating Pharmacy would charge to a cash-paying customer in accordance with the terms of the Participating Pharmacy Network contract with IRx for the same strength, quantity, and dosage form of a Covered Prescription Drug, as of the date of service for Covered Prescription Drug Services. IRx represents and warrants that U&C shall include, but not be limited to, the financial benefits associated with any and all low- price retail pharmacy generic drug programs offered by retail pharmacy providers (for example, the Walmart $4.00 30-day prescription program, the Walmart $10.00 90day prescription program, and all other such programs, when Claims are processed at retail pharmacies that offer such programs to cash-paying customers and submitted through the on-line adjudication process as the pharmacies' U &C. Discount Card Client Services Agreement_Template_01.2011 10 25D-12