Health Net 2011 Annual Report Download - page 192

(b) All payments due and Liabilities 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 2012 or any
subsequent Coverage Years, including with respect to PDE reconciliations, low income member cost sharing and catastrophic
reinsurance settlements, risk sharing settlements, CMS risk adjuster settlements and CMS membership discrepancy adjustments;
(c) All payments and Liabilities owing to Enrollees, including Enrollee premium refunds, Enrollee credit balances and cost
sharing arising or accruing under the Medicare PDP Contract with respect to the 2012 or any subsequent Coverage Years;
(d) All payments due and Liabilities with respect to manufacturer rebates arising from prescriptions dispensed to Enrollees
under the Medicare PDP Contract during the 2012 Coverage Year, including as set forth in and subject to the Rebate Administration
Agreement;
(e) All payments due and Liabilities (including claims corrections) owing to, claims (including IBNR) of, pharmacies,
pharmacy benefit management vendors, CMS and other third parties arising or accruing under the Medicare PDP Contract (including
the EGWP Contracts) with respect to the 2012 or any subsequent Coverage Years; and
(f) All Broker renewal commissions due to Brokers in good standing under applicable Law for 2012 and subsequent
Coverage Year Enrollee renewals and Broker and ANOC Costs on account of Enrollees as required under the Medicare PDP Contract
or applicable Law, including CMS requirements, to the extent such amounts are incurred or accrue on or after the Closing Date, but
excluding any such commissions owing on account of or in relation to Enrollee renewals under any Employer Group Waiver
Prescription Drug Plan. For the avoidance of any doubt, this Section 3.1(f) shall include the obligation to pay all renewal
commissions that would have been payable under the Broker Contracts in effect as of the Closing Date to Brokers by Seller or its
Affiliates on account of Enrollee renewals for the 2012 and subsequent Coverage Years had the Parties not completed the
Transactions (excluding renewal commissions owing on account of or in relation to Enrollee renewals under any Employer Group
Waiver Prescription Drug Plan). Purchaser shall not be deemed to have assumed any other obligation of Seller to any Broker,
including any obligation to allow Brokers to market any PDP Plan or Employer Group Waiver Prescription Drug Plan or to pay any
other commissions other than the renewal commissions described above.
3.2 Retained Liabilities. Purchaser shall not assume or otherwise be responsible for any of the Retained Liabilities by reason or
operation of this Agreement. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:
(a) All Liabilities under the Medicare PDP Contract and the EGWP Contracts arising or accruing with respect to the 2011
or any prior Coverage Years, including the provision of coverage and services to Enrollees thereunder with respect to the 2011 or any
prior Coverage Years;
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