BTcP Pharma, LLC entered into an asset purchase agreement to acquire Fentanyl sublingual spray product from INSYS Therapeutics, Inc. on September 1, 2019. The agreement does not cover product in Republic of Korea, Japan, China, Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, Philippines, Singapore, Thailand, Timor-Leste, and Vietnam. As part of consideration, BTcP will assume certain specified liabilities, including responsibility for all cure costs and will pay post-closing royalty payments for the period of time commencing on the closing date until the expiration of the last to expire orange book listed patent in respect of the Combined Products. Buyer has, pursuant to the terms of the Escrow Agreement, deposited with Citibank, N.A., in its capacity as escrow agent the sum of $0.25 million by wire transfer of immediately available funds to be released by the escrow agent and delivered to BTcP INSYS Therapeutics, Inc. in accordance with the provisions of this agreement and the Escrow Agreement. The Purchase Agreement is subject to approval by the Bankruptcy Court and provides for customary closing conditions, including entry and effectiveness of the sale order of the Bankruptcy Court authorizing and approving the transaction, and delivery of certain transfer letters to the FDA related to the products being sold. The Purchase Agreement also provides for customary termination rights. Howard & Howard Attorneys PLLC acted as legal adviser for BTcP Pharma, LLC and Weil, Gotshal & Manges LLP acted as elgagl advsier for INSYS Therapeutics, Inc.