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

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DocuSign Envelope ID:E8C538EF-9595-4E36-A4C9-2CA66C7BE34A 10.7 Waiver: Neither the failure nor any delay on the part of either party hereto to exercise any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. In the event any party hereto should waive any breach of any provision of this Agreement, it will not be deemed or construed as a waiver of any other breach of the same or different provision. 10.8 Severability: The invalidity or unenforceability of any term or provision of this Agreement shall in no way affect the validity or enforceability of any other term or provision. 10.9 Change in Law or Market Conditions: If any law, regulation, or market condition(e.g. an applicable industry standard reference on which pricing hereunder is based, changes the methodology for determining drug price in a way that materially changes the pricing or economics of this Agreement), either now existing or subsequently occurring, affects the ability of either party hereto to carry out any obligation or causes the economic benefits derived by Envision from this Agreement to materially decrease hereunder (a "Material Change"), Envision and Plan Sponsor shall renegotiate the affected terms of this Agreement, in good faith, to preserve, to the extent possible, the relative positions of the parties that existed prior to such Material Change. Either party may notify the other party of a Material Change. If a successful renegotiation is not achieved within thirty (30) days after notification of a Material Change, any failure of the affected party to meet its obligations hereunder due to the effect of such Material Change shall not be deemed to be a breach of this Agreement; however, if continuation of this Agreement without modification is in violation of any law or regulation, or makes it impracticable for the affected party to meet its obligations hereunder, either party may terminate this Agreement with sixty (60) days prior written notice. 10.10 Taxes, Assessment or Fees: Any applicable sales, use, excise, gross receipts or other similarly assessed and administered tax, surcharge, or fee imposed on items dispensed, or services provided hereunder, or the fees or revenues generated by the items dispensed or services provided hereunder, or any other amounts Envision or one or more of its subsidiaries or affiliates may incur or be required to pay arising from or relating to Envision's or its subsidiaries' or affiliates' performance of services as a pharmacy benefit manager, third party administrator, or otherwise in any jurisdiction, will be the sole responsibility of Plan Sponsor or the Member. If Envision is legally obligated to collect and remit, or to incur or pay, any such sales, use, excise, gross receipts or other similarly assessed and administered tax, surcharge, or fee in a particular jurisdiction, such amount will be reflected on the applicable invoice or subsequently invoiced at such time as Envision becomes aware of such obligation or as such obligation becomes due. Envision reserves the right to charge a reasonable administrative fee for collection and remittance services provided on behalf of Plan Sponsor. 10.11 Headings: The section or paragraph headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 10.12 Entire Agreement and Signatures: This Agreement shall constitute the entire agreement between Envision and Plan Sponsor with respect to the subject matter herein and supersede any prior understanding or agreements of any kind preceding this Agreement with respect to such \Pass-through PBMSA(041917) ©Envision Pharmaceutical Services,LLC Page 18 of 41