2017-528-E HR - Envision Pharmaceutical Services, LLC for pharmacy benefits

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DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A the Benefit Specification Form. Plan Sponsor acknowledges the formulary may be modified by Envision from time to time. Envision will notify Plan Sponsor of any negative changes to the Formulary. Notifications will not include changes resulting from brands moving to generic status. Any customization of the Formulary by Plan Sponsor or use by Plan Sponsor of an alternate Formulary must be approved, in writing, by Envision. Plan Sponsor acknowledges that adherence to the Formulary is necessary to maximize yields in Manufacturer Derived Revenue. Plan Sponsor agrees that Envision shall not be liable to Plan Sponsor for any reduction in yields of Manufacturer Derived Revenue or increase in drug pricing resulting from Plan Sponsor's failure to adhere to the Formulary or a change to the Benefit Plan that affects the application of the Formulary. 4.5 Payment: Plan Sponsor shall timely pay, or cause its designee to timely pay,Envision for services rendered hereunder in accordance with Section 5 below and Exhibit 1. The maximum amount payable ("Payment Cap") under this Agreement (July 1st, 2017 - June 30th, 2020) is nine million and one hundred seventy-nine thousand dollars ($9,179,000.00). Plan Sponsor certifies that this Agreement has been pre-audited in accordance with applicable North Carolina Law. Should payments due to Envision exceed the Payment Cap, Covered Individuals will be required to pay 100% of the drug cost and any dispensing fees (or the U&C Price, if lower) to receive Covered Drugs, all Point-of-Sale Manufacturer Derived Revenue shall stop and all earned Manufacturer Derived Revenue shall be paid one hundred twenty (120) days after the end of the applicable Contract Year. Additionally, the Payment Cap may be increased in a written amendment to this Agreement duly executed by authorized representatives of both Parties. 4.6 Cooperation: Plan Sponsor shall promptly provide Envision with all information (both verbal and written) that is requested by Envision and reasonably necessary for Envision to complete its obligations hereunder. Any information required to be provided by Plan Sponsor in order for Envision to perform a function under this Agreement shall be deemed to be untimely if not received by Envision by the due date designated in the request for information. Further, Plan Sponsor shall not obfuscate, delay, impede, or otherwise fail to cooperate with Envision. 5. TERMS OF PAYMENT 5.1 Fees and Rates: Plan Sponsor hereby accepts the fees and rates specified in Exhibit 1. 5.2 Payments for Claims: Envision shall invoice Plan Sponsor twice each month for Claims incurred. Plan Sponsor shall pay Envision's invoices no later than 12:00 p.m. Eastern time on the tenth (10th) calendar day from receipt of said invoices. Invoices shall be deemed to have been received by Plan Sponsor upon the earliest delivery of the invoice by mail, e-mail, fax, or courier. 5.2.1 Prompt Pay Requirements: Plan Sponsor agrees that, to the extent a state in which a Participating Pharmacy is located requires Claims to be paid within a specified time frame, Envision reserves the right to collect and maintain a commensurate prepay amount from Plan Sponsor, based on the utilization of Covered Individuals, in order for such prompt pay requirements to be met. Envision shall refund to Plan Sponsor any amount of prepayment remaining at the termination of this Agreement once all pending Claims are paid. \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 11 of 41