Health Net 2011 Annual Report Download - page 184

“Non-Disclosure Agreement” means, collectively (i) Section 9 of the Prescription Benefit Services Agreement for Medicare Part
D, dated July 9, 2007, as amended, by and between Health Net Pharmaceutical Services and CVS Caremark Part D Services, LLC;
(ii) a letter agreement dated September 8, 2011, by and between Health Net, Inc. and CVS Caremark Corporation; and (iii) a letter
agreement dated October 10, 2011, by and among CVS Caremark Corporation, Health Net, Inc., and Health Net Pharmaceutical
Services.
“Non-Transaction Contract” means any Contract between Seller or any of its Affiliates, on the one hand, and Purchaser or any
of its Affiliates, on the other hand, that is not a Transaction Document, including the PBM Agreement and the Pharmacy Claims
Processing Services Agreement between Health Net Pharmaceutical Services, a California corporation, and CaremarkPCS Health,
L.L.C., a Delaware limited liability company, dated as of September 2, 2003, as amended, modified or restated from time to time
(including following the date hereof).
“Novation Agreement” means the Novation Agreement dated as of the Closing Date executed by Seller and Purchaser,
substantially in the form of Exhibit D annexed hereto.
“Order” means any order, judgment, injunction, award, decree, stipulation, determination or writ of any Governmental Authority
(but not including any Permit).
“Pass Through CMS Assets” means the following Assets described in Section 2.1(b): all receivables and rights to payments
from CMS arising under the Medicare PDP Contract for or with respect to low income member cost sharing, catastrophic reinsurance
settlements and coverage gap discounts.
“Pass Through CMS Liabilities” means the following Liabilities described in Sections 3.1(b) and 3.1(e): all accounts payable
and Liabilities arising under the Medicare PDP Contract for or with respect to low income member cost sharing, catastrophic
reinsurance settlements and coverage gap discounts.
“PBM Agreement” means the Prescription Benefit Services Agreement for Medicare Part D, by and between Health Net
Pharmaceutical Services and Caremark Part D Services, L.L.C., dated as of July 9, 2007, as amended, modified or restated from time
to time (including following the date hereof).
“PDP Plan” means a Voluntary Medicare Prescription Drug Plan offered pursuant to The Medicare Prescription Drug,
Improvement, and Modernization Act of 2003, enacted at Public Law 108-173 and codified at Social Security Act 1860D-1, et seq.
For the avoidance of doubt, Medicare Advantage Prescription Drug (MA-PD) plans shall not constitute PDP Plans.
“Permit” means any permit, consent, license, registration or authorization issued, granted, given or otherwise made available by
or under the authority of any Governmental Authority or pursuant to any Law. For the avoidance of doubt, the Medicare PDP
Contract shall not constitute a Permit.
“Permitted Lien” means (i) any Lien for Taxes not yet due or for Taxes that Seller is contesting in good faith through
appropriate proceedings and as to which adequate reserves have been established under GAAP, (ii) any statutory Lien arising in the
ordinary course of business
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