Health Net 2011 Annual Report Download - page 190

2.2 Excluded Assets. Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, all
properties, rights and assets of Seller not expressly described as part of the Assets in Section 2.1 (collectively, the “Excluded Assets”) are
not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the
Closing. The Excluded Assets include the following:
(a) Cash. All cash and cash equivalents or similar investments (including all CMS subsidies, Enrollee premiums and other
amounts paid to Seller or any of its Affiliates prior to the Closing Date under the Medicare PDP Contract or the EGWP Contracts or
otherwise in connection with the operation of the PDP Business, regardless of whether the obligations giving rise to such payments arose
prior to or on or after January 1, 2012);
(b) PDP Contract Rights. All of Seller’ rights and interests under the Medicare PDP Contract and the EGWP Contracts to the
extent arising or accruing with respect to the 2011 or any prior Coverage Years;
(c) CMS Payments. All receivables and rights to payment from CMS pursuant to 42 CFR Part 423, Subpart G (Payments to
Part D Plan Sponsors for Qualified Prescription Drug Coverage) arising or accruing under the Medicare PDP Contract with respect to the
2011 or any prior Coverage Years, including (by way of example) PDE reconciliations, low income member cost sharing and catastrophic
reinsurance settlements, risk sharing settlements, CMS risk adjuster settlements, CMS membership discrepancy adjustments, and CMS
coverage gap discounts;
(d) Specified Receivables and Payment Rights. The following receivables and payment rights:
(i) all receivables and rights to payments with respect to CMS subsidies and Enrollee premiums and cost sharing arising
or accruing under the Medicare PDP Contract with respect to the 2011 or any prior Coverage Years;
(ii) all receivables and rights to payment (including Enrollee premiums) arising or accruing under the EGWP Contracts
with respect to the 2011 or any prior 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 for the 2011 or any prior Coverage Years;
(iv) except as may otherwise be agreed by the Parties pursuant to Section 8.4(e), all receivables and rights to payment
from performance, service level or pricing guarantees under vendor contracts (including the CSC Contract and the PBM Agreement)
with respect to prescriptions dispensed to Enrollees under the Medicare PDP Contract prior to the Closing Date;
(v) 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 2011 or any prior Coverage Years; and
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