Notices to Rights Agent and Parent Clause Samples

Notices to Rights Agent and Parent. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed given when delivered in person, by overnight courier, by facsimile transmission (with receipt confirmed by telephone or by automatic transmission report) or by electronic mail, or two (2) business days after being sent by registered or certified mail (postage prepaid, return receipt requested), as follows: If to the Rights Agent, to it at: Broadridge Corporate Issuer Solutions, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: Corporate Actions Manager With a copy to: Broadridge Financial Solutions, Inc. ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Attention: General Counsel If to Parent, to it at: Cubist Pharmaceuticals, Inc. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Senior Vice President, Chief Legal Officer, General Counsel and Secretary Telephone: ▇▇▇-▇▇▇-▇▇▇▇ with a copy to: Ropes & ▇▇▇▇ LLP Prudential Tower ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ The Rights Agent or Parent may specify a different address or facsimile number by giving notice in accordance with this Section 6.1.

Notices to Rights Agent and Parent. All notices, requests and other communications to any party hereunder shall be in writing (including electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and received or otherwise with acknowledgement of receipt) and shall be given: if to the Rights Agent, to it at: [Name of Rights Agent] [address] [address] Attention: [name] E-mail: [e-mail] with a copy (which shall not constitute notice) to: [name of counsel] [address] [address] Attention: [name] E-mail: [e-mail] if to Parent, to it at: AstraZeneca Finance and Holdings Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Wilmington, Delaware 19850 Attention: Executive Director, Transactions, Vaccines & Immune Therapies Email: [***] with a copy to (which shall not constitute notice): Attn: Deputy General Counsel, Corporate Email: ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ with a copy (which shall not constitute notice) to: Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ US LLP ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 31st Floor New York, NY 10022 Attention: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ E-mail: ▇▇▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or to such other address, facsimile number or e-mail address as such party may hereafter specify for the purpose by notice to the other parties hereto pursuant to this Section 6.1. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 6:00 p.m. on a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding business day in the place of receipt.

Notices to Rights Agent and Parent. Any notices or other communications required or permitted under, or otherwise given in connection with, this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date delivered or sent if delivered in person or sent by email (provided confirmation of email is obtained), (b) on the fifth (5th) Business Day after dispatch by registered or certified mail or (c) on the next Business Day if transmitted by nationally recognized overnight courier, in each case as follows: If to the Rights Agent: [●] Attention: Email: If to Parent: Harmony Biosciences Holdings, Inc. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Plymouth Meeting, PA 19462 Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, General Counsel and Corporate Secretary Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ with a copy to (which shall not constitute notice): ▇▇▇▇▇ Lovells US LLP ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Baltimore, MD 21202 Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇ Lovells US LLP ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, NY 10017 Attention: ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇▇-▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ The Rights Agent or Parent may specify a different address or facsimile number by giving notice in accordance with this Section 7.1.

Notices to Rights Agent and Parent. All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly delivered and received (i) four Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (ii) one Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service, (iii) immediately upon delivery by hand or (iv) on the date sent by email (except that notice given by email will not be effective unless either (A) a duplicate copy of such email notice is promptly given by one of the other methods described in this Section 5.1 or (B) the receiving party delivers a written confirmation of receipt of such notice either by email or any other method described in this Section 5.1 (excluding “out of office” or other automated replies)), in each case to the intended recipient as set forth below: (i) if to Parent, to: Ligand Pharmaceuticals Incorporated ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ E-mail: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ with a copy (which shall not constitute notice) to: ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇; R. ▇▇▇▇▇ ▇▇▇▇▇ E-mail: ▇▇▇▇.▇▇▇▇@▇▇.▇▇▇; ▇▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇ (ii) if to the Rights Agent, to: American Stock Transfer & Trust Company, LLC ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: Corporate Actions Tel: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy (which shall not constitute notice) to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Professional Corporation ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ E-mail: ▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, ▇▇▇▇▇▇@▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇

Notices to Rights Agent and Parent. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed given when delivered in person, by overnight courier, by email (with receipt confirmed by telephone) or two (2) Business Days after being sent by registered or certified mail (postage prepaid, return receipt requested), as follows: If to the Rights Agent, to it at: [●] [●] Attention: [●] Email: [●] with copies to: [●] [●] Attention: [●] Email: [●] and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Chicago, IL 60613 Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇.▇▇▇ ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ If to Parent, to it at: Indivior Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ North Chesterfield, VA 23235 Attention: General Counsel Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ with a copy to: ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP The New York Times Building ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, NY 10018-1405 Attention: ▇▇▇▇▇▇ ▇▇▇▇ Email: ▇▇▇▇▇@▇▇▇.▇▇▇ The Rights Agent or Parent may specify a different address or facsimile number by giving notice in accordance with this Section 6.1.

Notices to Rights Agent and Parent. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed given when delivered in person, by overnight courier, or by electronic mail, or two (2) Business Days after being sent by registered or certified mail (postage prepaid, return receipt requested), as follows: If to the Rights Agent, to it at: Address: 6▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: [______] Email: [______] Attention: [______] With a copy to: American Stock Transfer & Trust Company, LLC 4▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Legal Department Email: l▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ If to Parent, to it at: Address: 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: j▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ Attention: J▇▇▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer With a copy to W▇▇▇▇▇ R▇▇▇▇▇▇ Y▇▇▇▇ & P▇▇▇▇▇ LLP: Address: 4▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Suite 300, Raleigh, NC 27607 Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: d▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇; d▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ Attention: D▇▇ ▇▇▇▇▇▇▇▇ and D▇▇▇▇ ▇▇▇▇▇▇▇▇ The Rights Agent or Parent may specify a different address, email address or facsimile number by giving notice to each other in accordance with this Section 6.01 and to the Holders in accordance with Section 6.02.

Notices to Rights Agent and Parent. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given and received (a) upon receipt, if delivered personally, (b) two (2) Business Days after deposit in the mail, if sent by registered or certified mail, (c) on the next Business Day after deposit with an overnight courier, if sent by overnight courier, (d) upon transmission and confirmation of receipt, if sent by facsimile or email transmission prior to 6:00 p.m., local time, in the place of receipt, or (e) on the next Business Day following transmission and confirmation of receipt, if sent by facsimile or email transmission after 6:00 p.m., local time, in the place of receipt; provided that the notice or other communication is sent to the address, facsimile number or email address set forth beneath the name of such party below (or to such other address, facsimile number or email address as such party shall have specified in a written notice to the other parties), if to the Rights Agent, to: [ ] [Address] Attention: [ ] Facsimile: [ ] Email: [ ] if to Parent, to: Actavis W.C. Holding Inc. ▇▇▇▇▇▇ Corporate Center III ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Chief Legal Officer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy (which shall not constitute notice) to: Debebevoise & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. Bab Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ or to such other address as the Person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

Notices to Rights Agent and Parent. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile or e-mail, upon written confirmation of receipt by facsimile, e-mail or otherwise, (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice: If to Parent, to: United Therapeutics Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: General Counsel with a copy (which shall not constitute notice) to: ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Dallas, TX 75201 Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇, Fox & ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, Israel Attention: ▇▇▇▇ ▇▇▇▇ If to the Rights Agent, to: Attention: Facsimile: E-mail: with a copy (which shall not constitute notice) to: Attention: Facsimile: E-mail: The Rights Agent or Parent may specify a different address or facsimile number by giving notice in accordance with this Section 6.1.

Notices to Rights Agent and Parent. All notices and other communications to the Rights Agent or Parent hereunder shall be in writing and shall be deemed duly delivered and received hereunder: (a) four Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid; (b) one Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service; (c) if sent by email transmission prior to 6:00 p.m. recipient’s local time, upon transmission (provided that the sender of such email does not receive written notification of delivery failure); or (d) if sent by email transmission after 6:00 p.m. recipient’s local time, the Business Day following the date of transmission (provided that the sender of such email does not receive written notification of delivery failure): if to the Rights Agent: [Name of Rights Agent] [address] [address] Attention: [name] E-mail: [e-mail] with a copy (which shall not constitute notice) to: [name of counsel] [address] [address] Attention: [name] E-mail: [e-mail] if to Parent: Roche Holdings, Inc. 1 DNA Way South San Francisco, California 94080 Attention: General Counsel Facsimile: [***] with a copy (which shall not constitute notice) to: