Rebate Agreement for Xarelto. between. :ß~yer ple. and. NIlS Bristol Clinical Commíssíoníng Gl'OUp

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1 ' '.' Rebate Agreement for Xarelto between :ß~yer ple and NIlS Bristol Clinical Commíssíoníng Gl'OUp HealthCue./PharoíaJXllrelt6lremplate rebate agrileinent/l S.epte)lÌ]Jer 2.Ql4 1 I

2 " rais AGREEMENT is-made the Z_3Vd day of O c~lr.v 26' If BETWEEN the following (each, a "Party» and together, the "Partiesj'):- (1) Bayer plc a company incorporated in Englánd with r~g stered number whose registere.d Qffiëeis.<ltBay~d-Iou.se, StrawheÌTyHiIl, NewburyRG141JA ("Bayer"); and (2) NHS Bristol ClinicaL Gom,missîoTlÎng Gr-oup with an address at South Plaza, Marlborough Street, BRISTOL BSl 3NX (the "ceg"). (A) (B) Xarelto is a medicine licensed in the UK for the use of venous thrombolfl11bolic prophylaxis in elective knee and hip surgery (OS), stroke prevention in patíente with atrial fibrillation (SPAF) and the treatment of deep vein thrombosis (DVT) and pulmonary embolism (PE) and prevention of'recurrent DVT and PE Ü1 adults. Bayer wishes to reduce the effectìve price paid by the ceg forxàrelto by means of a rebate payable directly by Bayer to the CCG. 2. REBATE 2.1 The rebate will be available on the 'ofxal'elto. ~ cost QfXate.l~o to the CCG will be reduced from the current NH.s list price to _'py Bayer paymg à rebate (the "Rebate Amount") to the CCG. 3. PAYMENT OF THE REBATE AMOUNT 3.1 l'he ceg will claim the Rebate,Amount within 28 days of the end of each quarter.or after whatever alternative period is agreed between Bayer and the CCG. The CCG -will make such claìm Oy sending an to Bayer's Commercial Department with monthly epact flle/s attached. 3.2 Bayer will exercise c9mmercially reasonable endeavours to process the Rebate Amount claim and credit H to the CCG within 28 days of'bayer's receipt of the Rebate Amount claim. 2

3 , > 3.3 Bayel' will credit the Rebate Amount to the bank account of the ceg vía a BACS transfer. 3.4 For the avoidance of doubt-no Invoice will be required from the CeG. Bayet will treat the rebate as attributable IO_ a zero rated st :pply. The paynlel'!-t by Bayer wlll therefore. be for the net vaiueof'the rebate only. Should the egg believe. that the rebate is silbjectto positive rate VAT Bayer should be jnf01med-ímmedla:tely. 3.5 Nd payments will be made to a CeG until Bay.er~-s Xarelto rebate account creation form (Schedule 2) has been fully completed by the CeG and returned to Bayer with this Agreement. 3.6 All notifications shall be made to the contacts of the. Pal ties listed in Schedule 1, 4. CONFIDENTIALITY TM Rebate Amount must be kept oonfidential by the CeG but.can be shared with its relevant stakeholders such as NBS Englañd, Coi:muissionillg Support Unit, CeG board members and regional NBS govèrríance Òl'garlls tions provided that the CeG informs such stakelholders of its Qonfident.kiÍ nature prior to disèlosure. In the event that the eco l'e'ceives a freedom of information request, the eco should contact the Contracts and Rebátès Manager, Commercial Business Management at Bayer. The Rebate Amount is ''"information _provided in confidence" within the meaning of section 41 of the Freedom of Information Act 200Q. 5. TERMINATION 5.1 This A_greement shall commence 011 the date of its execution (the "Effective Date") and shall continue unless terminated earlier in accordance with clauses ' 5.3, until either Party gives twenty eight (28) calendar days' written notice to the ather expiring on or after the first anniversary of the Effe0tive Date. 5.2 Either Party may terminate this Agreement immediately by giving prior written notice to the other Patty in the event t'hat. the other Party: (il) is in material breach of its obligations under this Agreement and, if Buch breach is remediable, has failed to remedy such Qrêildh within twenty elght (28) calendar days of Cb) written notice of such breach having been served oh it by tue o-ther Patty; is declared Insolvent or has an adrnìnístrator 01' receiver appointed over all or any prut of its assets 01' ceases or threatens to cease to canyon its business. 53 Bither Party may terminate this Agre~entwhete force majeure prevents the other Patty from performing. its obligations for any continuous period of mere than thirty (3Q) calendar days, lieallhcarelphat'm if.x~rejto/t-empjrte reba.te agreemenvl September

4 5.4 The reqllirements of clause 4 shall continue in force on termination of this Agi eement. AS WiTNESS the hands qf'the duly authorised representatives of the Parties as of the date first before. written NIlS Brístoì Clinical Commissioning Group: Authorised S~gJjatory Signature: Name: Title: (j~'1l0n) Date: <L?:, f \ a ( Ì-D \ 4- b\\ntctd\z Bayel' píe: Authorised Sigilatory Signature: Name: Title.: Date:.». \ O ' (t.-\- u A HeaUhCare/PliarmolXareltölfcmplate reba!c-agreemelltll s.ept~mberiö 14

5 ", 1 SCHEDULE 1 - CONTACTS LIST 1. Î Bayer House, Strawberry Hill, Newbury, RG.14 HA ; Office Tel:" Mobile Tel: 2. BaY )f HealthCare Bayer House, Strawberry HUt NewbUl'Y? RG14!JA , Office Te; Mobile Tel: ** Rebate: claims to be sent to: JoP. Hayhurst Head ofmedioines Management NHS Bristol CeG South Plaza, Madbbfough Street~ BRISTOL BSl 3NX Office Tel: Mobile Tel: ] 5 HealtllCareIPbarmlilX; reltplfemplate rebate agn;ej.1lcntll S.eptemDcr 2014

6 SCHEDULEl BAYERPLC XAREL TO REBATE ACCOUNT CREATION FORM Clinical Commissioning GI'OOp Name pept Name City/Town (Jaurity Tel Fax BANK DETAIL!? BankIBuilding Soc Address NH$ Bristol GCG MediCines Management Marlboroug.h Streét BRISTOL P/Code BS1 anx QQ ,Ó CITI BANK: Account Name Account No SortCod.e ,00 NBS BRISTOL egg IBAN Number ~lctsw FT Code Signed Print Name position GBiS CITI 08-33~OO S Date: Nole: ThÍs form.should pe.sjgned by an offjaer authorised to do so. OFFIGE USE ONLY Account Nümner GM Input by Date 6 HealthCarelPharmBlXarelto!femplilte rebate Jlgreéñleilt/l SéplclU! er 2Q14

7 (, v e SCHEpl1LE HealiliCarelPhntma/XareliofT'11Ilplate re!>~t".agreemenf/l, Sçpt~mber.:Z014

NHS Bristol Clinical Commissioning Group South Plaza, Marlborough Street, Bristol. BS13NX For the attention of. 11th November 2014.

NHS Bristol Clinical Commissioning Group South Plaza, Marlborough Street, Bristol. BS13NX For the attention of. 11th November 2014. NHS Bristol Clinical Commissioning Group South Plaza, Marlborough Street, Bristol. BS13NX For the attention of GlaxoSmithKline UK limited Stockley Park West Uxbridge Middlesex UBlllBT T +44 2089 909 000

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