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EXHIBIT C <br />DEFINITIONS <br />In addition to the capitalized terns defined elsewhere in this Agreement, the following terms shall have the following <br />meanings: <br />1. "Activation Date" means the go live date of January 1, 20 12 when claims will first be processed under this <br />Agreement. <br />2. "Average Wholesale Price" or "AWP" means the following: <br />i. for products first available on the market before September 26, 2009, either <br />(a) the product of the wholesale acquisition price (WAC) of a prescription drug as set forth in Medi-Span on the <br />date dispensed times the mark-up factor over WAC that was established by Medi-Span to calculate the <br />average wholesale price of such drug on September 25, 2009, or <br />(b) the product of the manufacturer direct price (DP) of a prescription drug as set forth in Medi-Span on the date <br />dispensed times the mark-up factor over DP that was established by Medi-Span to calculate the average <br />wholesale price of such drug on September 25, 2009, and <br />ii. for products first available on the market on or after September 26, 2009, the average wholesale price of a <br />prescription drug as set forth by Medi-Span on the date dispensed. <br />3. "Dispensing Fee" means the amount paid to the Participating Pharmacy for filling a prescription. <br />4. "Eligible Members" or "Members" mean individuals who receive Prescription Drug Card Services through Client. <br />5. "Mail Service Pharmacy" means the pharmacy provider(s) assigned responsibility for dispensing mail order <br />prescriptions to Eligible Members. The mail service pharmacy pricing referenced in Exhibit B of this Agreement will <br />apply to all claims dispensed by a designated mail service pharmacy provider regardless of days supply or quantity <br />dispensed. <br />6. "Maximum Allowable Cost" or "MAC" means the unit price that has been established by IRx or Paramount for a <br />multi -source drug included on its MAC drug list developed for IRx clients which may be amended from time to time by <br />IRx in its sole discretion. <br />7. "Participating Pharmacy" means a retail pharmacy that is included in the Discount Card network provided by IRx <br />under which the pharmacy has agreed to provide discount Prescription Drug Services to Eligible Members and to comply <br />with applicable regulatory requirements. <br />8. "Processed Claims, Claims, or Claim Forms" (collectively "Claims") means electronic or paper pharmacy claims <br />that are (i) transmitted to IRx by Participating Pharmacies or Eligible Members as a result of Covered Prescription Drug <br />Services being supplied to Eligible Members by Participating Pharmacies, and (ii) processed by IRx with the result being <br />that the claims are either paid, denied, rejected or reversed. <br />9. "Processing Fee" means the amount collected by the Participating Pharmacy in addition to the Dispensing Fee on <br />behalf of subcontractors and vendors. A portion of this fee will pass to the Client. <br />10. "Usual and Customary" or "U&C" shall mean the amount a Participating Pharmacy would charge to a cash -paying <br />customer in accordance with the terms of the Participating Pharmacy Network contract with IRx for the same strength, <br />quantity, and dosage form of a Covered Prescription Drug, as of the date of service for Covered Prescription Drug Services. <br />IRx represents and warrants that U&C shall include, but not be limited to, the financial benefits associated with any and all low - <br />price retail pharmacy generic drug programs offered by retail pharmacy providers (for example, the Walmart $4.00 30-day <br />prescription program, the Walmart $10.00 90day prescription program, and all other such programs, when Claims are <br />processed at retail pharmacies that offer such programs to cash -paying customers and submitted through the on-line <br />adjudication process as the pharmacies' U &C) where contracts allow. <br />City of Santa Ana —Discount Card Client Services Agreement _4.18.2012 <br />10 <br />