Health Net 2011 Annual Report Download - page 179

ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the “Agreement”), dated as of January 6, 2012 (the “Effective Date”), is by and between
Health Net Life Insurance Company, a California corporation (“Seller”), and Pennsylvania Life Insurance Company, a Pennsylvania
corporation (“Purchaser”). Seller and Purchaser are sometimes referred to herein collectively as the “Parties” and each as a “Party.”
RECITALS
A. Seller is a managed care organization that delivers managed health care services through health plans and government
sponsored managed care plans. As one segment of its business, Seller maintains the certifications required to sponsor PDP Plans, is
party to and performs its obligations under the Medicare PDP Contract, establishes, markets and maintains PDP Plans, and provides
prescription drug benefits and services under such PDP Plans to approximately 350,000 individuals across the country (collectively,
the “PDP Business”).
B. Upon the terms and conditions set forth herein, Seller desires to sell, transfer and assign to Purchaser, and Purchaser desires
to purchase and acquire from Seller, substantially all of the assets, properties and rights of Seller used primarily or exclusively in the
PDP Business, subject to the assumption by Purchaser of certain related liabilities and obligations of Seller, as set forth herein.
NOW, THEREFORE, in consideration of the premises, and of the mutual promises and covenants herein contained, the
sufficiency of which are hereby acknowledged, and wishing to be legally bound hereby, the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1 Defined Terms. As used in this Agreement, the following terms have the following meanings unless the context otherwise
requires (such meanings to be equally applicable to both the singular and the plural forms of the terms defined):
“Acquired Business” means (i) any Person that issues, manages or administers any health insurance or health benefit plan or
product in the United States that hereafter becomes an Affiliate of Seller pursuant to a stock or equity acquisition, merger,
consolidation or other transaction and (ii) any business unit, segment or division of any such Person that hereafter is acquired by
Seller or any Affiliate of Seller pursuant to an asset purchase or other transaction.
“Affiliate” means with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common
control with such first Person. The term “control” (including, with correlative meaning, the terms “controlled by” and “under
common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or
otherwise.