Health Net 2011 Annual Report Download - page 189

(ii) all receivables and rights to payment (including Enrollee premiums) arising or accruing under the EGWP
Contracts with respect to the 2012 or any subsequent Coverage Years;
(iii) all receivables and rights to payment for or with respect to manufacturer rebates arising from prescriptions
dispensed to Enrollees under the Medicare PDP Contract during the portion of the 2012 Coverage Year that occurs prior to the
Closing Date;
(iv) all receivables and rights to payment from pharmacies, pharmacy benefit management vendors, CMS and other
third parties on account of coordination of benefits, claims corrections, plan-to-plan and other reconciliations and adjustments
arising or accruing under the Medicare PDP Contract with respect to the 2012 or any subsequent Coverage Years (excluding any
additional drug pricing or other discounts that will take effect with respect to the 2012 Coverage Year under the PBM
Agreement); and
(v) all other receivables and rights to payment arising or accruing solely or exclusively in connection with the
operation of the PDP Business with respect to the portion of the 2012 Coverage Year that occurs prior to the Closing Date and
that would be included in the computation of “gross margin” under GAAP.
(d) Books and Records. All books and records maintained by or on behalf of Seller or any Affiliate of Seller, each
specifically for and with respect to the PDP Business including (x) all books and records reasonably required for Seller to operate the
PDP Business in accordance with the Medicare PDP Contract, applicable Law, the requirements set forth in this Agreement, and the
requirements set forth in the Novation Agreement or as otherwise imposed by any Governmental Authority in connection therewith
and (y) all other books and records reasonably required by Purchaser in connection with its 2013 bid under the Medicare PDP
Contract including those items listed on Schedule 2.1(d) hereto (which shall be provided on the date specified therein); provided,
however, that (i) such books and records will be provided to Purchaser only in accordance with and to the extent permitted under
applicable Law and will not include any personally identifiable health records relating to former Enrollees except to the extent
required in connection with clause (x) above, (ii) Purchaser’s rights to use such books and records shall be subject to any reasonable
limitations required in order to comply with applicable Law, (iii) Seller shall be permitted to retain copies of all such books and
records, and (iv) to the extent that any books and records maintained by Seller relate to the PDP Business but do not solely relate to
the PDP Business, the Assets shall only include the portion of such books and records that relates specifically to the PDP Business;
(e) Tangible Property. The furniture, equipment, computers, office equipment, supplies and other tangible property
described on Schedule 2.1(e) (the “Business Tangible Property”); and
(f) Goodwill. All goodwill associated with the PDP Business and the Enrollees.
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