Common use of 3Notices Clause in Contracts

3Notices. All notices and other communications required or permitted to be given or made pursuant to this Agreement shall be in writing signed by the sender and shall be deemed duly given (a) on the date delivered, if personally delivered, (b) on the Business Day after being sent by Federal Express or another recognized overnight mail service which utilizes a written form of receipt for next day or next Business Day delivery, (c) three (3) Business Days after mailing, if mailed by U.S. postage-prepaid certified or registered mail, return receipt requested, in each case addressed to the applicable party at the address set forth below or (d) upon transmission if sent via e-mail, with an additional copy being sent promptly by Federal Express or another recognized overnight mail service which utilizes a written form of receipt for next day or next Business Day delivery; provided that a party may change its address for receiving notice by the proper giving of notice hereunder: If to Seller, to: Insys Therapeutics, Inc. 410 X. Xxxxxx Xaxx Xxxxxxxx, AZ 85224 Attention: General Counsel with a copy (which shall not constitute notice) to: Weil, Gotshal & Maxxxx XLP 760 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Xttention: Frxxxxxxx X. Xxxxx Xoxxx Xxxxxxxxx Email: Frxxxxxxx.Xxxxx@xxxx.xxx Roxxx.Xxxxxxxxx@xxxx.xxx if to Buyer, to: BTcP PHARMA, LLC c/o Pauls Reinfelds, PhD, JD 1000 Xxxxxx Xxxx Xxxxx 000 Xxxxxxxxxx, XX 00000 XXX prxxxxxxxx@xxxxxx.xxx Telephone: 840-000-0000 Facsimile: 220-000-0000 with a copy (which shall not constitute notice) to: Hoxxxx & Hoxxxx Xttorneys PLLC 200 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Juxx X. Xxxxxxxx Telephone: (300) 000-0000 Facsimile (300) 000-0000

3Notices. All notices notices, consents, waivers and other communications required or permitted to be given or made pursuant to this Agreement hereunder shall be in writing signed by the sender and shall be deemed duly given effective (a) on upon receipt when sent through the date deliveredmails, if personally delivered, (b) on the Business Day after being sent by Federal Express registered or another recognized overnight mail service which utilizes a written form of receipt for next day or next Business Day delivery, (c) three (3) Business Days after mailing, if mailed by U.S. postage-prepaid certified or registered mail, return receipt requested, in each case addressed postage prepaid, with such receipt to be effective the applicable date of delivery indicated on the return receipt, (b) upon receipt when sent by an overnight courier (costs prepaid and receipt requested), (c) on the date personally delivered to an authorized officer of the party at the address set forth below to which sent or (d) upon on the date transmitted by electronic transmission if sent via e-mailwith a confirmation of receipt, in all cases, with an additional a copy being sent promptly by Federal Express or another recognized overnight mail service which utilizes a written form of receipt for next day or next Business Day delivery; provided that a party may change its address for receiving notice by emailed to the proper giving of notice hereunderrecipient at the applicable address, addressed to the recipient as follows: If if to Sellerthe Company, to: Insys TherapeuticsMarinus Pharmaceuticals, Inc. 410 X. Xxxxxx Xaxx Xxxxxxxx5 Radnor Corporate Center 000 Xxxxxxxxxx Xxxx, AZ 85224 Xxxxx 000 Xxxxxx, XX 00000 Attention: Chief Financial Officer E-mail: xxxxxxxxxx@xxxxxxxxxxxxx.xxx with a copy to (which shall not constitute notice): Marinus Pharmaceuticals, Inc. 5 Radnor Corporate Center 000 Xxxxxxxxxx Xxxx, Xxxxx 000 Xxxxxx, XX 00000 Attention: General Counsel E-mail: xxxxxxxx@xxxxxxxxxxxxx.xxx if to the Investor, to: c/o Sagard 000 Xxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX X0X 0X0 Xxxxxx Attention: General Counsel E-mail: xxxxxxxxx@xxxxxxxxxxxxxx.xxx with a copy (which shall not constitute notice) to: WeilXxxxx, Gotshal & Maxxxx XLP 760 Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C. 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Xttention: Frxxxxxxx X. Xxxxx Xoxxx Xxxxxxxxx Email: Frxxxxxxx.Xxxxx@xxxx.xxx Roxxx.Xxxxxxxxx@xxxx.xxx if to Buyer, to: BTcP PHARMA, LLC c/o Pauls Reinfelds, PhD, JD 1000 Xxxxxx Xxx Xxxx Xxxxx 000 Xxxxxxxxxx, XX 00000 XXX prxxxxxxxx@xxxxxx.xxx Telephone: 840-000-0000 Facsimile: 220-000-0000 with a copy (which shall not constitute notice) to: Hoxxxx & Hoxxxx Xttorneys PLLC 200 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Juxx X. Xxxxxxxx TelephoneXxxxxxx Xxxxxxx, Esq. Email: (300) 000-0000 Facsimile (300) 000-0000XXxxxxxx@xxxxx.xxx Each Party hereto may, by notice given in accordance herewith to the other Party hereto, designate any further or different address to which subsequent notices, consents, waivers and other communications shall be sent. ​

3Notices. All notices notices, consents, waivers and other communications required or permitted to be given or made pursuant to this Agreement hereunder shall be in writing signed by the sender and shall be deemed duly given effective (a) on upon receipt when sent through the date deliveredmails, if personally delivered, (b) on the Business Day after being sent by Federal Express registered or another recognized overnight mail service which utilizes a written form of receipt for next day or next Business Day delivery, (c) three (3) Business Days after mailing, if mailed by U.S. postage-prepaid certified or registered mail, return receipt requested, in each case addressed postage prepaid, with such receipt to be effective the applicable date of delivery indicated on the return receipt, (b) upon receipt when sent by an overnight courier (costs prepaid and receipt requested), (c) on the date personally delivered to an authorized officer of the party at the address set forth below to which sent or (d) upon on the date transmitted by electronic LEGAL 4875-0317-8306v.49 ​ transmission if sent via e-mailwith a confirmation of receipt, in all cases, with an additional a copy being sent promptly by Federal Express or another recognized overnight mail service which utilizes a written form of receipt for next day or next Business Day delivery; provided that a party may change its address for receiving notice by emailed to the proper giving of notice hereunderrecipient at the applicable address, addressed to the recipient as follows: If if to Sellerthe Company, to: Insys TherapeuticsLiquidia Technologies, Inc. 410 X. Xxxxxx Xaxx Xxxxxxxx000 Xxxxx Xxxxx, AZ 85224 Suite 100 Morrisville, North Carolina Attention: General Counsel Email: xxxxx@xxxxxxxx.xxx with a copy to (which shall not constitute notice): DLA Piper LLP (US) 00 Xxxx X. Xxxxxxx Parkway, Suite 120 Short Hills, New Jersey 07078 Attention: Xxxxxx X. Xxxxxxx, Esq. and Xxxxxx Xxxxxx, Esq. Email: xxxxxx.xxxxxxx@xx.xxxxxxxx.xxx and xxxxxx.xxxxxx@xx.xxxxxxxx.xxx if to the Investor, to: HealthCare Royalty Management, LLC 000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxxxxxxx, Managing Director Email: Xxxxxxx.Xxxxxxxxxxxx@xxxx.xxx with a copy (which shall not constitute notice) to: WeilHealthCare Royalty Management, Gotshal & Maxxxx XLP 760 LLC 000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxx Xxx Xxxx000 Xxxxxxxx, XX 00000 XttentionAttention: Frxxxxxxx X. Xxxxx Xoxxx Xxxxxxxxx Xxx Xxxxxx, General Counsel Email: Frxxxxxxx.Xxxxx@xxxx.xxx Roxxx.Xxxxxxxxx@xxxx.xxx if to Buyer, to: BTcP PHARMA, LLC c/o Pauls Reinfelds, PhD, JD 1000 Xxxxxx Xxxx Xxxxx 000 Xxxxxxxxxx, XX 00000 XXX prxxxxxxxx@xxxxxx.xxx Telephone: 840-000-0000 Facsimile: 220-000-0000 Xxx.Xxxxxx@xxxx.xxx with a copy (which shall not constitute notice) to: Hoxxxx & Hoxxxx Xttorneys PLLC 200 Xxxxx Xxxxxxxx XxxxxxXxxxxx Xxxxxx LLP 0000 Xxxxxx Xxxx Xxxxx, Xxxxx 0000 Xxxxxxx000 Xxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxx, Xxxxxxx Xxxxxxxx 00000 Attentionand Xxxxxx Xxxxxxx E-mail: Juxx X. Xxxxxxxx Telephone: (300) 000xxxxxx@xxxxxx.xxx, xxxxxxxxx@xxxxxx.xxx and xxxxxx.xxxxxxx@xxxxxx.xxx Each Party hereto may, by notice given in accordance herewith to the other Party hereto, designate any further or different address to which subsequent notices, consents, waivers and other communications shall be sent. LEGAL 4875-0000 Facsimile (300) 0000317-00008306v.49 ​

3Notices. All notices notices, consents, waivers and other communications required or permitted to be given or made pursuant to this Agreement hereunder shall be in writing signed by the sender and shall be deemed duly given effective (a) on upon receipt when sent through the date deliveredmails, if personally delivered, (b) on the Business Day after being sent by Federal Express registered or another recognized overnight mail service which utilizes a written form of receipt for next day or next Business Day delivery, (c) three (3) Business Days after mailing, if mailed by U.S. postage-prepaid certified or registered mail, return receipt requested, in each case addressed postage prepaid, with such receipt to be effective the applicable date of delivery indicated on the return receipt, (b) upon receipt when sent by an overnight courier (costs prepaid and receipt requested), (c) on the date personally delivered to an authorized officer of the party at the address set forth below to which sent or (d) upon on the date transmitted by electronic transmission if sent via e-mailwith a confirmation of receipt, in all cases, with an additional a copy being sent promptly by Federal Express or another recognized overnight mail service which utilizes a written form of receipt for next day or next Business Day delivery; provided that a party may change its address for receiving notice by emailed to the proper giving of notice hereunderrecipient at the applicable address, addressed to the recipient as follows: If ​ if to Sellerthe Company, to: Insys TherapeuticsRhythm Pharmaceuticals, Inc. 410 X. Xxxxxx Xaxx 000 Xxxxxxxx Xx., 00xx Xxxxx Xxxxxx, XX 00000 Attention: Xxx Xxxxxxxx, AZ 85224 Xxxxxx X. Xxxxx Email: [***] with a copy to (which shall not constitute notice): Xxxxxx & Xxxxxxx LLP 000 Xxxxxxxxxx Xxxxxx Suite 2000 San Francisco, CA 94111 Attention: General Counsel Xxxx Xxxxxxxx Email: [***] ​ ​ if to the Investors, to: HealthCare Royalty Management, LLC on behalf of each entity constituting the Investor 000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx Managing Partner Email: [***] with a copy (which shall not constitute notice) to: WeilHealthCare Royalty Management, Gotshal & Maxxxx XLP 760 LLC on behalf of each entity constituting the Investor 000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxx Xxx Xxxx000 Xxxxxxxx, XX 00000 XttentionAttention: Frxxxxxxx Xxxx X. Xxxxx Xoxxx Xxxxxxxxx Xxxxxxxx Email: Frxxxxxxx.Xxxxx@xxxx.xxx Roxxx.Xxxxxxxxx@xxxx.xxx if to Buyer, to: BTcP PHARMA, LLC c/o Pauls Reinfelds, PhD, JD 1000 Xxxxxx Xxxx Xxxxx 000 Xxxxxxxxxx, XX 00000 XXX prxxxxxxxx@xxxxxx.xxx Telephone: 840-000-0000 Facsimile: 220-000-0000 [***] with a copy (which shall not constitute notice) to: Hoxxxx & Hoxxxx Xttorneys PLLC 200 Xxxxx HealthCare Royalty Management, LLC on behalf of each entity constituting the Investor 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx000 Xxxxxxxx, Xxxxxxxx XX 00000 Attention: Juxx X. Xxxxxxxx TelephoneXxx Xxxxxx, General Counsel Email: [***] ​ with a copy (300which shall not constitute notice) 000to: Xxxxxx, Xxxxx & Bockius LLP 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 Facsimile (300) 000Attn: Xxxxxx X. Xxxxxxxxxx and Xxxxx Xxxxxx E-0000mail: [***] Each Party hereto may, by notice given in accordance herewith to the other Party hereto, designate any further or different address to which subsequent notices, consents, waivers and other communications shall be sent.

3Notices. All notices and notices, demands, requests, consents, approvals, or other communications (collectively, “Notices” ) required or permitted to be given hereunder or made pursuant which are given with respect to this Agreement shall be in writing signed by the sender and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex, or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed duly given (a) on the date delivered, of service or transmission if personally deliveredserved or transmitted by telegram, (b) telex, or facsimile; provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the Business Day next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery. ​ To the Company before the Closing: ​ DiamondHead Holdings Corp. 000 Xxxx Xxx., 0xx Floor New York, New York 10177 Attention: Xxxxx X. Xxxxxxxx Xxxxx Xxxxxxx Email: xxxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx; xxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx ​ ​ with a copy to: ​ Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxx Xxxxxx New York, New York 10004 Attention: Xxxxxx Xxxxxx Xxxxx Xxxxx E-mail: xxxxxxx@xxxxxxxx.xxx xxxxxx@xxxxxxxx.xxx ​ To the Company after being sent by Federal Express or another recognized overnight mail service which utilizes the Closing: ​ Great Southern Homes, Inc. 00X Xxxxx Xxxxx Xxxxx Irmo, South Carolina 29063 Attention: Xxx X’Xxxxx, Chief Administrative Officer Xxxxx Xxxxxx, Executive Vice President and General Counsel Email: xxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx xxxxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx ​ with a written form of receipt for next day or next Business Day deliverycopy to: ​ Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP 000 Xxxxxxxxxxxx Xxxxxx, (c) three (3) Business Days after mailingXX, if mailed by U.S. postage-prepaid certified or registered mailXxxxx 000 Washington, return receipt requestedD.C., in each case addressed 20001 Attention: Xxxxxx X. Xxxxxx Xxxx Xxxxxx XxXxxxxx Email: xxxx.xxxxxx@xxxxxxxxxxxxx.xxx xxxx.xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx ​ To a Holder, to the applicable party at the address set forth below or (d) upon transmission if sent via e-mail, with an additional copy being sent promptly by Federal Express or another recognized overnight mail service which utilizes a written form of receipt for next day or next Business Day delivery; provided that a party may change its address for receiving notice by the proper giving of notice hereunder: If to Seller, to: Insys Therapeutics, Inc. 410 X. Xxxxxx Xaxx Xxxxxxxx, AZ 85224 Attention: General Counsel with a copy (which shall not constitute notice) to: Weil, Gotshal & Maxxxx XLP 760 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Xttention: Frxxxxxxx X. Xxxxx Xoxxx Xxxxxxxxx Email: Frxxxxxxx.Xxxxx@xxxx.xxx Roxxx.Xxxxxxxxx@xxxx.xxx if to Buyer, to: BTcP PHARMA, LLC c/o Pauls Reinfelds, PhD, JD 1000 Xxxxxx Xxxx Xxxxx 000 Xxxxxxxxxx, XX 00000 XXX prxxxxxxxx@xxxxxx.xxx Telephone: 840-000-0000 Facsimile: 220-000-0000 with a copy (which shall not constitute notice) to: Hoxxxx & Hoxxxx Xttorneys PLLC 200 Xxxxx Xxxxxxxx such Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Juxx X. Xxxxxxxx Telephone: (300) 000-0000 Facsimile (300) 000-0000’s name on Exhibit A hereto. ​

3Notices. All notices Unless otherwise provided for in this Agreement, all notices, instructions and other communications required hereunder or permitted to be given or made pursuant to this Agreement in connection herewith shall be in writing signed writing, shall be sent to the address specified in this Section 12.3 and shall be: (a) delivered personally; (b) transmitted by the sender and facsimile; (c) sent by registered or certified mail, return receipt requested, postage prepaid; or (d) sent via a reputable international overnight delivery service. Any such notice, instruction or communication shall be deemed duly given to have been delivered (ai) upon receipt if delivered by hand or when transmitted with electronic confirmation of receipt, if transmitted by facsimile (if such transmission is on a Business Day; otherwise, on the date delivered, if personally delivered, (b) on the Business Day after being sent by Federal Express or another recognized overnight mail service which utilizes a written form of receipt for next day or next Business Day deliveryfollowing such transmission), provided that an original document is sent via an internationally recognized overnight delivery service (receipt requested), (cii) three (3) Business Days after mailing, if mailed it is sent by U.S. postage-prepaid registered or certified or registered mail, return receipt requested, in each case addressed to the applicable party at the address set forth below postage prepaid, or (diii) upon transmission if one (1) Business Day after it is sent via e-mail, with an additional copy being sent promptly by Federal Express or another recognized a reputable international overnight mail service which utilizes a written form of receipt for next day or next Business Day delivery; provided that a party may change its address for receiving notice by the proper giving of notice hereunder: delivery service. If to SellerCara, to: Insys :Cara Therapeutics, Inc. 410 X. Xxxxxx Xaxx 0 Xxxxxxxx Xxxxx 000 Xxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, AZ 85224 Attention: General Counsel with a copy (which shall not constitute notice) to: Weil, Gotshal & Maxxxx XLP 760 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 XttentionAttention: Frxxxxxxx X. Xxxxx Xoxxx Xxxxxxxxx Email: Frxxxxxxx.Xxxxx@xxxx.xxx Roxxx.Xxxxxxxxx@xxxx.xxx if to Buyer, to: BTcP PHARMA, LLC c/o Pauls Reinfelds, PhD, JD 1000 Xxxxxx Xxxx Xxxxx 000 Xxxxxxxxxx, XX 00000 XXX prxxxxxxxx@xxxxxx.xxx Telephone: 840-000-0000 Chief Executive Officer ​ ​ Facsimile: 220-+0 (000) 000-0000 with a copy (which shall not constitute notice) copies to: Hoxxxx & Hoxxxx Xttorneys PLLC 200 :Cara Therapeutics, Inc. 0 Xxxxxxxx Xxxxx Xxxxxxxx 000 Xxx Xxxxxx, 0xx Xxxxx 0000 XxxxxxxXxxxxxxx, Xxxxxxxx XX 00000 Attention: Juxx X. Xxxxxxxx TelephoneOffice of the General Counsel Facsimile: +0 (300000) 000-0000 Facsimile (300) 000-0000and:Xxxxxx LLP 0000 Xxxxxxx Xx. Xxxx Xxxx, XX 00000 XXX Attn: Xxxxx Xxxxxxxx, Esq. If to VFMCRP, to:Vifor Fresenius Medical Care Renal Pharma Ltd Xxxxxxxxxxxxx 00 0000 Xx. Xxxxxx Xxxxxxxxxxx Attn: CEO Fax: +00 00 000 0000 Vifor Pharma Management Ltd with a copy xx:Xxxxxxxxxxxxxx 00 0000 Xxxxxxxxxx Xxxxxxxxxxx Attn: Group General Counsel Fax: +00 00 000 0000 or to such other address as the Party to whom notice is to be given may have furnished to the other Party in writing in accordance herewith.

3Notices. All notices notices, requests, consents, claims, waivers and other communications required or permitted to be given or made pursuant to this Agreement hereunder shall be in writing signed by the sender and shall be deemed duly given to have been given: (ai) when delivered by hand (with written confirmation of receipt), (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (iii) on the date deliveredsent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, if personally delivered, (b) and on the Business Day after being sent by Federal Express or another recognized overnight mail service which utilizes a written form of receipt for next day or next Business Day deliveryif sent after normal business hours of the recipient, or (civ) three (3) Business Days after mailingwhen received by the addressee if mailed, if mailed by U.S. postage-prepaid certified or registered mail, return receipt requested, in each case addressed postage prepaid. Such communications must be sent to the applicable party respective parties at the following addresses (or at such other address set forth below or (d) upon transmission if sent via e-mail, with an additional copy being sent promptly by Federal Express or another recognized overnight mail service which utilizes a written form of receipt for next day or next Business Day delivery; provided that a party may change its address for receiving as shall be specified in a notice by the proper giving of notice hereunder: given in accordance with this Section 9.3): If to SellerSellers: Midway Gold US Inc. 8000 Xxxxx Xxxxxx Xxxxxxx Xxxxx 000 Xxxxxxxxx, to: Insys Therapeutics, Inc. 410 X. Xxxxxx Xaxx Xxxxxxxx, AZ 85224 Attention00000 X.X.X. Attn: Jxxxx Xxxxxxxx, General Counsel Email: jxxxxxxxx@xxxxxxxxxx.xxx Fax: (000) 000-0000 with a copy (which shall not constitute notice) to: Weil, Gotshal & Maxxxx XLP 760 Squire Pxxxxx Bxxxx (US) LLP 200 X. Xxxxxx Xxxxxx Xxxxx Xxxxxx Xxx Xxxx0000 Xxxxxxxxxx, XX 00000 XttentionX.X.X. Attention: Frxxxxxxx Sxxxxxx X. Xxxxx Xoxxx Xxxxxxxxx Xxxxxx Email: Frxxxxxxx.Xxxxx@xxxx.xxx Roxxx.Xxxxxxxxx@xxxx.xxx if sxxxxxx.xxxxxx@xxxxxxxx.xxx Fax: 500-000-0000 If to Buyer, to: BTcP PHARMASolidus Resources, LLC c/o Pauls ReinfeldsElko Mining Group LLC 900 Xxxxxxxx Xxxxxx, PhD, JD 1000 Xxxxxx Xxxx Xxxxx 000 XxxxxxxxxxXxxx, XX Xxxxxx 00000 XXX prxxxxxxxx@xxxxxx.xxx TelephoneU.S.A. Attn: 840-000-0000 FacsimileJxxx XxXxxxx, President Email: 220jxxx.xxxxxxx@xxxxxxxxxxxxxxx.xxx Fax: 700-000-0000 with a copy (which shall not constitute notice) to: Hoxxxx & Hoxxxx Xttorneys PLLC 200 Xxxxx Xxxxxxxx Waterton Precious Metals Fund II Cayman, LP c/o Waterton Global Resource Management, Inc. Commerce Court West 100 Xxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Xxxxxxx, Xxxxxx X0X 0X0 Attention: Juxx X. Xxxxxxxx TelephoneKxxxx Xxxx, General Counsel Email: (300) kxxxx@xxxxxxxxxxxxxx.xxx Fax: 400-000-0000 Facsimile (with a copy to: Sidley Austin LLP Oxx Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 XXX Attention: Jxxxxxx Xxxxxxx Email: jxxxxxxx@xxxxxx.xxx Fax: 300) -000-0000

3Notices. All notices notices, certifications, requests, demands, payments and other communications required or permitted to be given or made pursuant to this Agreement hereunder shall be in writing signed by the sender and shall be deemed to have been duly given (a) on the date delivered, and delivered if personally delivered, (b) on the Business Day after being sent by Federal Express or another overnight delivery, by a nationally-recognized overnight mail service which utilizes a written form of receipt for next day or next Business Day deliverydelivery service; if mailed, (c) three (3) Business Days after mailing, if mailed by U.S. postage-prepaid first class certified or registered mail, return receipt requested, in each case addressed to the applicable party at the address set forth below postage prepaid or (d) upon transmission delivered personally; or if sent via e-by facsimile, with transmission confirmed by a printout from the facsimile machine and simultaneously followed by the original communications by first class certified mail, with an additional copy being sent promptly by Federal Express or another recognized overnight mail service which utilizes a written form of receipt for next day or next Business Day delivery; provided that a party may change its address for receiving notice by the proper giving of notice hereunderpostage prepaid: If to SellerXXXXX, toXXXX or UTEL-IOWA: Insys TherapeuticsUTEL, Inc. 410 X. Xxxxxx Xaxx 00000 Xxxxxxxxx Xxxx. 00xx Xxxxx Xxxxxxxx, AZ 85224 XX 00000 Attention: General Counsel with XXXXXX XXXXX, President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy (which shall not constitute notice) to: WeilBryant, Gotshal & Maxxxx XLP 760 Xxxxx Odom, and Xxxxxx LLC 0000 Xxx XxxxXxxxxx Xxxxxxxxx Xxxxx, XX Xxxxxxxxxx 00000 Xttention: Frxxxxxxx X. Xxxxx Xoxxx Xxxxxxxxx Email: Frxxxxxxx.Xxxxx@xxxx.xxx Roxxx.Xxxxxxxxx@xxxx.xxx if to Buyer, to: BTcP PHARMA, LLC c/o Pauls Reinfelds, PhD, JD 1000 Xxxxxx Xxxx Xxxxx 000 Xxxxxxxxxx, XX 00000 XXX prxxxxxxxx@xxxxxx.xxx Telephone: 840-(000) 000-0000 Facsimile: 220-(000) 000-0000 with If to BBC: BIG BAD CELLULAR COMPANY, Inc. 000 Xxx Xxxxxxx Xxxx. Los Angeles, CA 90064 Attention: Legal Department Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy (which shall not constitute notice) to: Hoxxxx & Hoxxxx Xttorneys PLLC 200 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx and Xxxxxx 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Juxx X. Xxxxxxxx Xxxxxxx Xxxxxxx Telephone: (300000) 000-0000 Facsimile Facsimile: (300000) 000-00000000 If to ZZZ: c/o UTEL, Inc. 00000 Xxxxxxxxx Xxxx. 00xx Xxxxx Xxxxxxxx, XX 00000 Attention: XXXXXX XXXXX, President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy (which shall not constitute notice) to: BIG BAD CELLULAR COMPANY, Inc. 000 Xxx Xxxxxxx Xxxx. Los Angeles, CA 90064 Attention: Legal Department Telephone: (000) 000-0000 Facsimile: (000) 000-0000 or to such other address or addresses as may hereafter be specified by notice given by any of the above to the others. Notices given by United States certified mail as aforesaid shall be effective on the third (3rd) business day following the day on which they were deposited in the mail. Notices delivered in person shall be effective upon delivery. Notices given by facsimile shall be effective when transmitted, provided facsimile notice is confirmed by telephone and is transmitted on a business day during regular business hours.

3Notices. All notices notices, offers, acceptances, approvals, waivers, requests, demands and other communications required or permitted to be given or made pursuant to this Agreement hereunder shall be in writing signed by the sender writing, shall be addressed as provided below and shall be deemed duly considered as properly given (a) on the date delivered, if personally delivereddelivered in person, (b) on the Business Day after being if sent by express courier service (including Federal Express or another recognized overnight mail service which utilizes a written form of receipt for next day or next Business Day deliveryExpress, Emery, DHL, Airborne Express, and xxxxr similar express delivery services), (c) three (3) Business Days after mailingin the event overnight delivery services are not readily available, if mailed by U.S. postage-prepaid through the United States Postal Service, postage prepaid, registered or certified or registered mail, with return receipt requested, in each case addressed to the applicable party at the address set forth below or (d) upon transmission if sent via e-mailby telecopy and confirmed; provided, with that in the case of a notice by telecopy, the sender shall in addition confirm such notice by writing sent in the manner specified in clauses (a), (b) or (c) of this Section 5.3. All notices shall be effective upon receipt by the addressee; provided, however, that if any notice is tendered to an additional copy being sent promptly addressee and the delivery thereof is refused by Federal Express or another recognized overnight mail service which utilizes a written form such addressee, such notice shall be effective upon such tender. For the purposes of receipt for next day or next Business Day deliverynotice, the addresses of the parties shall be as set forth below; provided provided, however, that a any party may shall have the right to change its address for receiving notice hereunder to any other location by giving written notice to the proper giving other party and the Related Assignee in the manner set forth herein. The initial addresses of notice hereunderthe parties hereto are as follows: If to Sellerthe Lessor: LIC Funding, to: Insys TherapeuticsLimited Partnership c/o LIC Capital, Inc. 410 X. Xxxxxx Xaxx XxxxxxxxInc., AZ 85224 Attention: as General Counsel with a copy (which shall not constitute notice) to: Weil, Gotshal & Maxxxx XLP 760 Xxxxx Xxxxxx Partner c/o ML Leasing Equipment Corp. World Financial Center North Tower 250 Vesey Street Xxx Xxxx, XX 00000 Xttention: Frxxxxxxx X. Xxxxx Xoxxx Xxxxxxxxx Email: Frxxxxxxx.Xxxxx@xxxx.xxx Roxxx.Xxxxxxxxx@xxxx.xxx if to Buyer, to: BTcP PHARMA, LLC c/o Pauls Reinfelds, PhD, JD 1000 Xxxxxx Xxxx Xxxxx 000 Xxxxxxxxxx, XX 00000 XXX prxxxxxxxx@xxxxxx.xxx Telephone: 840-000-0000 Facsimile: 220-000-0000 with a copy (which shall not constitute notice) to: Hoxxxx & Hoxxxx Xttorneys PLLC 200 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 New York 10281 Attention: Juxx X. Xxxxxxxx TelephoneJean M. Tomaselli Xxxxxxxxxx: (300012) 000449-0000 Facsimile 2854 Xxxxxxxxx: (300012) 000449-00007925 With a xxxx xx: ML Leasing Equipment Corp. Controller's Office World Financial Center South Tower - 14th Floor 225 Liberty Street Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxxx: Xxra Toone Telexxxxxx: (012) 236-7584 Xxxxxxxxx: (012) 236-7203 If to xxx Xxxxxxxxx: KeySpan Corporation One MetroTech Center Xxxxxxxx, Xxx Xxxx 00000 Xxxxxxxxx: Xeneral Counsel Telecopier: (718) 403-1000 Xxxxxxxxx: (008) 696-7139

3Notices. All notices and other communications Any notice required or permitted to be given or made pursuant to under this Agreement shall be in writing signed and personally delivered or sent by the sender and shall be deemed duly given United States mail, registered or certified mail, postage prepaid, return receipt requested, or by electronic facsimile transmission (a) on the date deliveredfollowed by a copy mailed or delivered as otherwise provided herein), if personally delivered, (b) on the Business Day after being or sent by Federal Express or another similar nationally recognized overnight mail service which utilizes a written form courier service, and addressed as follows, and shall be deemed to have been given upon the date of receipt for next day such delivery (or next Business Day refusal to accept delivery, (c) three (3) Business Days after mailing, if mailed by U.S. postage-prepaid certified or registered mail, return receipt requested, in each case addressed to the applicable party at the address set forth specified below as indicated on the return receipt or (d) upon air bxxx, or on the date of facsimile transmission if sent via e-mail, with an additional copy being sent promptly by Federal Express or another recognized overnight mail service which utilizes a written form of receipt for next day or next Business Day delivery; provided that a party may change its address for receiving notice by the proper giving of notice hereunderdelivered in such manner: If to SellerBuyer:Price/Baybrook, to: Insys TherapeuticsLtd. 100 Xxxxx Xxxxxxx Avenue Fourth Floor Los Angeles, Inc. 410 X. Xxxxxx Xaxx Xxxxxxxx, AZ 85224 California 90036 Attention: General Counsel with Jxxxxx Xxxxxxxxxx Fax: (000) 000-0000 With a copy (which shall not constitute notice) to: Weil:Gxxxxx, Gotshal Dxxx & Maxxxx XLP 760 Cxxxxxxx LLP 300 Xxxxx Xxxxx Xxxxxx Xxx XxxxXxxxxxx, XX Xxxxxxxxxx 00000 XttentionAttention: Frxxxxxxx Wxxxxxx X. Xxxxx Xoxxx Xxxxxxxxx EmailXxxxxxx, Esq. Fax: Frxxxxxxx.Xxxxx@xxxx.xxx Roxxx.Xxxxxxxxx@xxxx.xxx if (000) 000-0000 If to Buyer, to: BTcP PHARMA, LLC Seller:c/o Pauls Reinfelds, PhD, JD 1000 DalMac Investments 100 X. Xxxxxx Xxxxxx Xxxx Xxxxx 000 Xxxxxxxxxx, XX 00000 XXX prxxxxxxxx@xxxxxx.xxx Telephone: 840-000Xxxxx 00000-0000 FacsimileAttention: 220-Bxxx XxXxxxxx Fax: (000) 000-0000 with a copy (which shall not constitute notice) to: Hoxxxx :Dxxxxxx, Xxxxxxx & Hoxxxx Xttorneys PLLC 200 Cxxxxxx, P.C. 1000 Xxx Xxxxxx 3000 Xxxxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Juxx Mxxx X. Xxxxxxxx TelephoneXxx Xxxx, Esq. Fax: (300000) 000-0000 Facsimile If to Agent:Weststar Title Company 10000 Xxxxxxx Xxxx Xxxxx 000 Xxxxxx, Xxxxx 00000 Attention: Lxxxx Xxxxxx Fax: (300000) 000-00000000 or such other address as any party may from time to time specify in writing to the others in the manner aforesaid.