Washington, DC 20009
Attention: Paul Mahon, EVP & General Counsel
Telefax: 202-483-4005
If to DISTRIBUTOR:
Accredo Health Group
1640 Century Center Parkway
Memphis, TN 38134
Attention: Michael R. Hess, Chief Counsel Accredo
Telefax:
901-261-6840
18.7
WAIVER.
EITHER PARTY'S FAILURE OR DELAY IN
EXERCISING ANY REMEDY FOR DEFAULT SHALL NOT BE DEEMED A WAIVER OF THAT OR ANY
SUBSEQUENT DEFAULTS OF THAT PROVISION OR OF ANY OTHER PROVISION HEREOF.
NO
WAIVER SHALL BE EFFECTIVE UNLESS MADE IN WRITING WITH SPECIFIC REFERENCE TO THE
RELEVANT PROVISION(S) OF THIS AGREEMENT AND SIGNED BY A DULY AUTHORIZED
REPRESENTATIVE OF THE PARTY GRANTING THE WAIVER.
18.8
COUNTERPARTS.
THIS AGREEMENT SHALL BE EXECUTED
IN TWO (2) OR MORE COUNTERPARTS IN THE ENGLISH LANGUAGE, EACH OF WHICH SHALL BE
DEEMED AN ORIGINAL, WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
18.9
GOVERNING LAW.
EXCEPT AS PROVIDED BY FEDERAL
LAW, THIS AGREEMENT SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, EXCLUDING (A) ANY
CONFLICT-OF-LAWS RULE OR PRINCIPLE THEREIN CONTAINED UNDER WHICH ANY OTHER LAW
WOULD BE MADE APPLICABLE
18.10
RELATIONSHIP.
THIS AGREEMENT DOES NOT MAKE EITHER
PARTY THE EMPLOYEE, AGENT OR LEGAL REPRESENTATIVE OF THE OTHER PARTY FOR ANY
PURPOSE WHATSOEVER.
NEITHER PARTY IS GRANTED ANY RIGHT OR AUTHORITY TO ASSUME
OR TO CREATE ANY OBLIGATION OR RESPONSIBILITY, EXPRESS OR IMPLIED, ON BEHALF OF
OR IN THE NAME OF THE OTHER PARTY.
IN FULFILLING ITS OBLIGATIONS PURSUANT TO
THIS AGREEMENT EACH PARTY SHALL BE ACTING AS AN INDEPENDENT CONTRACTOR AND SHALL
NOT BE DEEMED TO HAVE FORMED ANY PARTNERSHIP, JOINT VENTURE OR OTHER
RELATIONSHIP
18.11
HEADINGS.
THE HEADINGS CONTAINED IN THIS AGREEMENT
ARE FOR REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT IN ANY WAY THE MEANING OR
INTERPRETATION OF THIS AGREEMENT.
18.12
SIGNATURE AUTHORITY.
EACH SIGNATORY TO THIS AGREEMENT
HAS SIGNATURE AUTHORITY AND, IS EMPOWERED ON BEHALF OF HIS OR HER RESPECTIVE
PARTY TO EXECUTE THIS AGREEMENT.
18.13
CUMULATIVE REMEDIES.
EXCEPT AS EXPRESSLY PROVIDED IN
THIS AGREEMENT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAWS, ANY REMEDIES
DESCRIBED IN THIS AGREEMENT ARE CUMULATIVE AND NOT ALTERNATIVE TO ANY OTHER
REMEDIES AVAILABLE AT LAW OR EQUITY.
18.14
ANTI-KICKBACK LAW COMPLIANCE. EACH PARTY AGREES THAT
IT SHALL NOT VIOLATE THE FEDERAL ANTI-KICKBACK STATUTE, SET FORTH AT 42 U.S.C §
1320A-7B(B) ("ANTI-KICKBACK STATUTE"), THE FEDERAL "STARK LAW," SET FORTH AT 42
U.S.C § 1395NN, OR THE PUBLIC CONTRACTS ANTI-KICKBACK LAW WITH RESPECT TO THE
PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT. THE PARTIES INTEND TO TREAT
ALL DISCOUNTS (INCLUDING, BUT NOT LIMITED TO, PROMPT PAYMENT DISCOUNTS) PAYABLE
BY UT HEREUNDER AS "DISCOUNTS OR OTHER REDUCTIONS IN PRICE" PURSUANT TO THE
ANTI-KICKBACK STATUTE, AND TO COMPLY WITH THE DISCOUNT SAFE HARBOR SET FORTH AT
42 C.F.R. § 1001.952(H).
ACCORDINGLY, THE PARTIES AGREE THAT: (I) DISTRIBUTOR
SHALL, AS APPROPRIATE, DISCLOSE ALL DISCOUNTS RECEIVED HEREUNDER TO
REPRESENTATIVES OF MEDICARE, MEDICAID, ANY GOVERNMENTAL AUTHORITY, AND FEDERAL
HEALTH CARE PROGRAMS (AS DEFINED UNDER 42 U.S.C. 1320A-7B(F)) (COLLECTIVELY,
"GOVERNMENTAL ENTITIES") UPON REQUEST IN