Health Net 2011 Annual Report Download - page 182

hereto as Exhibit C and subject to further negotiation and finalization pursuant to Section 8.7, pursuant to which Purchaser will, from
and after the Closing until December 31, 2016 (or such shorter period as Seller may elect), provide Medicare Part D prescription drug
benefits and services under Employer Group Waiver Prescription Drug Plans of Purchaser or its Affiliates to individuals eligible for
such benefits and services (whether as an employee, retiree or other beneficiary), for and on behalf of certain Seller-designated
employer group health plan customers of Seller and its Affiliates.
“Employer Group Waiver Prescription Drug Plan” means a customized employer/union sponsored PDP Plan offered exclusively
to an employer/union group health plan sponsor and which is enumerated in the CMS Health Plan Management System with
identifiers in the 800s.
“Enrollees” means individuals enrolled as members or beneficiaries in any group or individual PDP Plan (including EGWP
Contracts) established and maintained by Seller or any of its Affiliates pursuant to the Medicare PDP Contract. After the Closing, the
term Enrollees also includes individuals enrolled as members or beneficiaries in any group or individual PDP Plan (including EGWP
Contracts) maintained by Purchaser or any of its Affiliates pursuant to the Medicare PDP Contract.
“GAAP” means United States generally accepted accounting principles, consistently applied.
“Governmental Authority” means any governmental or regulatory authority, entity, department, commission, board, agency or
instrumentality, or any court, tribunal or judicial or arbitral body, whether domestic or foreign.
“Gross Margin Assets” means the Assets described in Sections 2.1(b) and 2.1(c) other than the Pass Through CMS Assets.
“Gross Margin Liabilities” means the Assumed Liabilities described in Sections 3.1(b), 3.1(c), 3.1(d) and 3.1(e) other than the
Pass Through CMS Liabilities.
“IBNR” means incurred but not reported claims.
“Indemnified Party” means any Person having a claim for indemnification from an Indemnifying Party under Article XII.
“Indemnifying Party” means any Person against whom an Indemnified Party may make an indemnification claim under Article
XII.
“Intellectual Property” means (a) copyrightable works, all copyrights and all applications, registrations and renewals thereof,
(b) Marks and all applications, registrations and renewals thereof, (c) patents and patent applications, (d) inventions and invention
disclosures, (e) proprietary formulations, know-how, confidential business information (including all formulas, compositions,
inventions, processes and techniques, drawings and designs, technical data, customer and supplier data, pricing and cost information),
trade secrets, and other technical information and technology, (f) all computer software (including data and related documentation),
and (g) copies and tangible embodiments of any of the foregoing in whatever form or medium.
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