The PBM Entity No Pharmaceutical Company Directly Contracted With

Throughout my career as a pharmacist and a consultant, I have seen “data access” appear in a manufacturer agreement as a fixed flat charge even when the evidence of a corresponding data service is not there. That is not a theoretical concern; it is a contract problem. A manufacturer signs a rebate or market-access agreement. Then, the fee is described as a service, and the economics are accepted without a clear deliverable, a fair-market-value benchmark or a full understanding of the affiliated entity receiving the payment.

This is where the discussion should happen. The offshore structure matters, but it is not the whole story. The more durable problem is that rebate aggregators and affiliated contracting entities can sit between manufacturers and PBMs while receiving compensation that is difficult to evaluate at the contract level. If the fee is for a bona fide service, the service should be identified, documented and priced at fair market value. If the fee is not tied to a real service, the manufacturer is not just negotiating rebates. It is funding another opaque layer in the pharmacy benefit.

Timing matters. A call to repatriate offshore aggregator entities now risks missing what has already happened. On Feb. 4, 2026, the Federal Trade Commission announced a settlement with Express Scripts that required significant business practice changes, including transparency reforms and reshoring the Ascent group purchasing organization. Pharmaceutical Commerce has already covered that settlement and the associated operational changes. For manufacturers, the question is no longer whether one offshore entity should be brought back to the United States. It is what happens to the fee layer after that happens.

Why Domicile Isn’t the Whole Story

The entity details matter because they show why domicile cannot carry the whole argument. Ascent is affiliated with Cigna and Express Scripts and was based in Switzerland before the FTC order required reshoring. Emisar is associated with UnitedHealth and Optum and has been described as Ireland-based, not Cayman-based. Zinc is associated with CVS and Caremark and has been US-based. Treating those entities as a single offshore bloc obscures the point. Zinc is domestic, yet manufacturers can still encounter the same kind of fee behavior. That suggests the mechanism is not simply geography. It is disclosure, documentation and control over the economics.

For manufacturer commercial and market-access teams, this is not academic. These are the people who sign the agreements, model the gross-to-net impact and later explain why a particular expense was necessary to achieve access. When an affiliated aggregator fee is described only in general terms, the manufacturer is left to infer too much. The agreement may contain pass-through language, but it often does not provide a contract-level view of the aggregator’s identity, the fee schedule, the services being performed or the methodology used to calculate the charge. At that point, “data access” can become a label rather than a substantiated service.

Recent reform activity gives manufacturers a better opening to press the issue. The Consolidated Appropriations Act of 2026 is expected to reshape PBM operations across commercial plans and Medicare Part D beginning in 2028–2029, with reforms focused on rebate pass-through, transparency, standardized reporting and expanded federal oversight. Pharmaceutical Commerce readers do not need another general warning that PBM reform is coming. They need a contracting agenda for the period before the new disclosure regime is fully in place.

What Should Manufacturers Ask For?

That agenda should begin with fair market value. Any aggregator or affiliated-service fee paid by a manufacturer should be tied to a bona fide service and supported by a defensible methodology. The fee should not increase simply because list price, rebate volume, formulary position or utilization increases. If the fee is for data, the agreement should say what data is being provided, how often it is delivered, how it may be used and what operational value it provides. If the service cannot be described, delivered and audited, the manufacturer should ask why it is paying for it.

Second, manufacturers should require contract-level disclosure of the aggregator or affiliated entity. The agreement should identify whether the contracting or rebate-aggregation function is being performed by Express Scripts, Ascent, Optum, Emisar, Caremark, Zinc, or another affiliate or subcontractor. It should disclose the fee schedule, the payment recipient, the basis for the charge and whether the same economics apply across similarly situated manufacturers. Without that information, the manufacturer is negotiating against a black box while carrying the financial impact in its gross-to-net planning.

Third, manufacturers should press for contract language that ties payment to evidence. A practical provision would require the PBM or aggregator to certify that each service fee reflects fair market value for actually performed services; prohibit fees calculated as a percentage of wholesale acquisition cost, rebate amount, formulary position, or utilization volume unless specifically disclosed and legally supportable; and provide audit rights sufficient to verify the service, the calculation, and the recipient. Those provisions will not solve every PBM issue, but they move the discussion from frustration to enforceable terms.

The post-FTC moment is not a reason to move on from the issue. It is a reason to be more precise. Reshoring Ascent addresses one structural concern, but it does not prove that undisclosed or poorly supported fees have disappeared. Optum/Emisar and CVS/Zinc remain important in the broader enforcement and contracting environment, and Zinc’s domestic status strengthens the point. If similar fees can persist across both offshore and domestic entities, the mechanism is opacity, not location.

Manufacturers should not wait for the next settlement, rulemaking or hearing to define the standard. They have leverage at the contracting table now. Ask who is being paid. Ask what service is being provided. Ask how the amount was calculated. Ask whether the same service could be purchased from a third party at a comparable price. If the answer is that the fee is simply part of the cost of access, the agreement should say that plainly. It should not be dressed up as data, administration or another service that cannot be substantiated.

The better argument for Pharmaceutical Commerce is not that offshore PBM aggregators should be repatriated. One already has been ordered to do so. The better argument is that reshoring alone does not answer the contract question manufacturers face every day: What am I paying for, who is receiving the money and can the fee survive fair-market-value review? Until those answers are written into the agreement, the fee layer will remain the PBM entity no pharmaceutical company truly contracted with.

John Boos is chief executive officer at HendrenAI.