Health Net 2009 Annual Report Download - page 175

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Seller Medicare Revenue True-Up Payment to be paid by Seller to Buyer pursuant to Section 1.4(b)(iii)(C)(2) shall
not be paid to the extent that such payment would cause the Net Business Payment Amount to be less than the
amount of the Initial Business Payment.
(F) Buyer shall use its best efforts to novate, assign or otherwise transfer the business operated under the Medicare
Revenue Contract to a Legacy United Entity as of January 1, 2011 (a “2011 Novation”). In the event that a 2011
Novation does not occur, Buyer shall use commercially reasonable efforts to novate, assign or otherwise transfer the
business operated under the Medicare Revenue Contract to a Legacy United Entity as of January 1, 2012. Unless the
business operated under the Medicare Revenue Contract has been novated, assigned or otherwise transferred to a
Legacy United Entity, Buyer shall not, and shall cause its Affiliates (including the Acquired Companies) not to,
renew the Medicare Revenue Contract for any period commencing on or after January 1, 2012.
(G) In the event that a 2011 Novation has not occurred, (1) Parent and Seller shall continue to administer the business
related to the Medicare Revenue Contract pursuant to the applicable Administrative Services Agreements in
accordance with the terms of the 2011 Medicare Bid, including, without limitation, the 2011 Operating Costs, and
(2) Buyer shall prepare and submit the 2011 Medicare Bid and Seller agrees to cooperate with Buyer in the
preparation and submission of such 2011 Medicare Bid. “2011 Medicare Bid” means the bid submitted to renew the
Medicare Revenue Contract for the 2011 calendar year.
(H) For the avoidance of doubt, other than the Medicare-based payments referred to in this Section 1.4(b)(iii), the parties
acknowledge and agree that there shall be no other payments under this Agreement as consideration for the
Medicare Revenue Contract.
(I) For the avoidance of doubt, all net income or loss attributable to the Medicare Revenue Contract for the period
commencing on the day after the Closing Date and ending on December 31, 2009 shall be included in the
calculation of the Quarterly Net Payment for such period, including any favorable or unfavorable prior period
development, risk adjustment factor developments or similar adjustments with respect to the Medicare Revenue
Contract relating to any period prior to January 1, 2010.