8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 8-K

____________________________

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 31, 2019

____________________________

Insys Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

____________________________

Delaware	001- 35902	51-0327886
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

410 S. Benson Lane
Chandler, Arizona 85224
(Address of principal executive offices, including zip code)

(480) 500-3127

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

       Securities registered or to be registered pursuant to Section 12(b) of the Act.*

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share	INSYQ	N/A

* On June 24, 2019, a Form 25 relating to the delisting and deregistration under Section 12(b) of the Act of the registrant’s common stock was filed by The Nasdaq Stock Market LLC.  The registrant’s common stock trades on the OTC Pink Sheets Market.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐  

Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed, on June 10, 2019, Insys Therapeutics, Inc. (the “Company”) and its subsidiaries (collectively, the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions,” and the cases commenced thereby, the “Chapter 11 Cases”) for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).  On July 2, 2019, the Bankruptcy Court entered an order that, among other things, established bidding procedures to sell substantially all of the Debtors’ assets in accordance with Section 363 of the Bankruptcy Code (“Section 363”). Also as previously disclosed, on September 17, 2019, the Debtors filed the Joint Chapter 11 Plan Liquidation of Insys Therapeutics, Inc. and Its Affiliated Debtors (the “Plan”) and the related disclosure statement (the “Disclosure Statement”) with the Bankruptcy Court. The Plan and Disclosure Statement are subject to approval by the Bankruptcy Court.

As previously disclosed, on August 6, 2019, the Company entered into an Asset Purchase Agreement with Chilion Group Holdings US, Inc., a Delaware corporation (“Chilion”), which agreement was subsequently amended by that certain Amendment No. 1 to Asset Purchase Agreement (the “Purchase Agreement Amendment”), dated October 23, 2019 (as amended, the “Purchase Agreement”), pursuant to which the Company agreed to sell, transfer and assign to Chilion, pursuant to Section 363, the Company’s CBD formulations across current pre-clinical, clinical, third-party grants and investigator initiated study activities (including any future activities or indications), THC programs of SYNDROS® oral dronabinol solution and Buprenorphine products, and related equipment and other assets (collectively, the “Transferred Assets”), in consideration for a purchase price of $12,305,000 in cash that was to be payable at the closing of the transaction.

Transition Services Agreement

On October 31, 2019, in accordance with the Purchase Agreement Amendment, the Company and Chilion entered into a Transition Services Agreement (the “Transition Services Agreement”), pursuant to which the Company agreed to make available to Chilion (or its affiliates or designee(s)) certain employees of the Company and/or its affiliates (the “Employees”) for the purpose of providing the services that were performed by such Employees during the period prior to the closing of the transaction in the ordinary course of (i) the Company’s business and (ii) each such Employee’s scope of employment, and related to the Transferred Assets, to the extent the provision of such services is reasonably possible after the closing of the transaction and to the extent such individuals remain employed by the Company and/or its affiliates, or as otherwise mutually agreed by the Company and Chilion (the “Services”).  

The Transition Services Agreement provides that, as consideration for the provision of the Services, Chilion will pay the Company or its designee(s) fees at the Company’s cost plus a seven and one-half percent (7.5%) mark-up.  The term of the Transition Services Agreement commences on the date of the closing of the transaction and continues through December 31, 2019, unless terminated earlier or extended in accordance with the terms of the Transition Services Agreement.

The foregoing descriptions of the Purchase Agreement and the Transition Services Agreement do not purport to be complete and are qualified in their entirety by reference to, respectively, the full text of the Purchase Agreement in its original form filed as Exhibit 2.2 to the Current Report on Form 8-K that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 8, 2019, the Purchase Agreement Amendment filed as Exhibit 2.1 to the Current Report on Form 8-K that was filed with the SEC on October 25, 2019, and the Transition Services Agreement attached hereto as Exhibit 2.1, all of which are incorporated herein by reference.

Item 7.01Regulation FD Disclosure.

On October 30, 2019, the Company filed its monthly operating report for the period beginning September 1, 2019 and ending September 30, 2019 (the “Monthly Operating Report”) with the Bankruptcy Court. The Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information set forth in Item 7.01 of this Current Report on Form 8-K will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.

In accordance with General Instruction B.2 of Form 8-K, the information being furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01Other Events

On October 31, 2019, the Company consummated the transactions contemplated by the Purchase Agreement.

Cautionary Statements Regarding Trading in the Company’s Securities

The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks.  Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Cases.  It is unlikely that holders of the Company’s common stock will receive any recovery on account of such securities.

Cautionary Statements Regarding Forward-Looking Information

This Form 8-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “intend” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these identifying words.  All statements, other than statements of historical facts, included in this filing that address activities, events or developments that the Company expects, believes, targets or anticipates will or may occur in the future are forward-looking statements. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors, which could include the following: the failure to consummate the transactions contemplated by the Asset Purchase Agreement, dated as of September 25, 2019, by and between the Company and Pharmbio Korea, Inc., risks and uncertainties relating to the Chapter 11 Cases, including but not limited to, the terms of and potential transactions contemplated by the Plan and Disclosure Statement, the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general, the length of time the Company will operate under the Chapter 11 Cases, risks associated with third-party motions in the Chapter 11 Cases, the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations and increased legal and other professional costs necessary to execute the Company’s reorganization, the effects of disruption from the Chapter 11 Cases making it more difficult to maintain business and operational relationships, to retain key executives and to maintain various licenses and approvals necessary for the Company to conduct its business, uncertainty associated with the Company’s ability to complete the sale of its assets as contemplated by the Bankruptcy Petitions, trading price and volatility of the Company’s common stock as well as other risk factors set forth in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC in addition to those factors, risks and uncertainties described in more detail in the Company’s risk factors set forth in Exhibit 99.1 to the Current Report on Form 8-K filed by the Company with the SEC on August 8, 2019. The Company therefore cautions readers against relying on these forward-looking statements. All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and, except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information Regarding the Chapter 11 Cases

Information about the Chapter 11 process, as well as court filings and other documents related to the liquidation proceedings, is available through the Company’s noticing and claims agent, Epiq Bankruptcy Solutions LLC, at https://dm.epiq11.com/Insys. Information contained on, or that can be accessed through, such website or the Bankruptcy Court’s website is not part of this Current Report.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index.

2

EXHIBIT INDEX

Exhibit Number	Description
2.1	Transition Services Agreement, dated as of October 31, 2019, by and between Chilion Group Holdings US, Inc. and Insys Therapeutics, Inc.
99.1	Monthly Operating Report, for the period covering September 1, 2019 through September 30, 2019, filed with the United States Bankruptcy Court for the District of Delaware

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 1, 2019	Insys Therapeutics, Inc.
	By:	/s/ Andrece Housley
		Name: Andrece Housley Title:   Chief Financial Officer

EX-2.1

Exhibit 2.1

Execution Version

TRANSITION SERVICES AGREEMENT

This Transition Services Agreement (this “Agreement”) is made and entered into effective as of October 31, 2019 (the “Closing Date”), by and between Insys Therapeutics, Inc., a Delaware corporation (“Seller”), and Chilion Group Holdings US, Inc., a Delaware corporation (“Buyer”).  Seller and Buyer may each be referred to herein as a “Party” and collectively as the “Parties.”  Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Asset Purchase Agreement (as defined below).

RECITALS

WHEREAS, Seller and Buyer are parties to that certain Asset Purchase Agreement, dated as of August 6, 2019 (as amended, supplemented, and/or modified from time to time, the “Asset Purchase Agreement”), pursuant to which, effective as of the Closing, Buyer is purchasing from Seller all of Seller’s right, title and interest in and to the Transferred Assets; and

WHEREAS, Seller desires to provide to Buyer, and Buyer desires to receive from Seller, the transition services described in this Agreement, which is a supplement to the Asset Purchase Agreement, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual promises and conditions hereinafter set forth and set forth in the Asset Purchase Agreement and the Ancillary Agreements, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree as follows:

Article 1
Transition Services

1.1Services.  Subject to the terms of this Agreement, Seller shall make available the employees listed on Schedule A (the “Employees”) for the purpose of providing the services that were performed by the Employees during the Prior Period (as defined below) in the ordinary course of (i) Seller’s business and (ii) each such Employee’s scope of employment, and related to the Transferred Assets, to the extent the provision of such services is reasonably possible after Closing and to the extent such individuals remain employed by Seller and its Affiliates, as amended in accordance with Section 1.2 or otherwise by mutual written agreement of the Parties (the “Services”), to Buyer (or its Affiliates or Buyer’s designee or designees) during the Term (as defined below).

1.2Services Performed by Affiliates or Third Parties.  Seller shall have the right to perform the Services itself, through any Affiliate, or through a Third Party agent or contractor to the extent such Services were so provided during the period prior to Closing (the “Prior Period”).  To the extent not prohibited by a Third Party agent or contractor, Seller will coordinate the provision of the Services by such Third Party to Buyer and Buyer will reasonably cooperate with such Third Party providing Services on behalf of Seller in order to facilitate the provision and receipt of such Services.

1.3Performance Standard.  All Services shall be performed diligently and on a timely basis in accordance with standards generally observed by the pharmaceutical industry for the

performance of services that are substantially similar to the Services; provided, however, that in no event shall Seller be required to employ higher standards than those employed by Seller in performing such similar activities for itself during the Prior Period.  Buyer acknowledges and agrees that, except as otherwise expressly provided in this Agreement: (a) the Services do not include the exercise of business judgment or general management for Buyer; and (b) the Services are furnished without warranty of any kind, expressed or implied, including any warranty of merchantability or fitness for a particular purpose.

1.4Transition Representatives.  Seller and Buyer shall each designate an appropriate point of contact for all questions and issues relating to the Services during the Term (the “Transition Representatives”).  The Transition Representative for Seller shall be Andrew Long (CEO), and the Transition Representative for Buyer shall be Paul Atherton, unless a substitute is designated by Seller or Buyer, respectively, from time to time.

1.5Transitional Nature of Services.  Buyer acknowledges that the Services are intended only to be transitional in nature, and shall be furnished by Seller only during the Term and solely for the purpose of accommodating Buyer in connection with the transactions contemplated by the Asset Purchase Agreement and the Ancillary Agreements.  Buyer shall be responsible for making sufficient resources available to itself by the end of the Term to perform the Services (or have the Services performed) without the involvement of Seller, its Affiliates or any of its or their employees or agents.

1.6Exclusions.  Notwithstanding anything herein to the contrary, in no event shall Seller be obligated under this Agreement to: (a) provide any Services that would be unlawful for Seller to provide or that would require Seller to violate any applicable Law; (b) hire any additional employees to perform the Services; (c) purchase, lease or license any additional equipment or software; (d) create or supply any documentation or information not currently existing or readily available except for documentation or information that result from the performance of any Service as such Service was performed during the Prior Period; (e) enter into new or additional Contracts with Third Parties or change the scope of current Contracts with Third Parties or take any actions that would result in the breach of any Contract; (f) provide any legal services; (g) provide any Service to the extent and for so long as the performance of such Service becomes impracticable as a result of a Force Majeure event (as defined below); or (h) provide any Service to the extent such Service is provided by an Employee who voluntarily ceases to be employed by Seller or its Affiliates or is terminated.  In the event that Seller identifies any software currently licensed to Seller or Contracts of Seller that are used in the provision of the Services which are required to be renewed or replaced before the end of the Term and which Buyer and Seller reasonably agree are necessary for the provision of the Services, Buyer shall be solely responsible for any payments necessary for obtaining renewed access to the licensed software and/or Contract renewals or replacements, as applicable.

1.7Insurance. During the Term, Buyer shall carry commercially appropriate and customary levels of insurance with a reputable insurance company covering, at a minimum, products liability, general liability with applicable umbrella coverage (including errors & omissions and contractual liability), workers’ compensation, automobile, property, equipment breakdown, premises pollution, stock throughput, employment practices, fiduciary, business interruptions and crime, to protect its business and property interests and shall add Seller as an

additional insured to any relevant insurance policies and coverage. Seller shall have no obligation to purchase or maintain insurance for the benefit of Buyer or any of its Affiliates or to add Buyer or any of its Affiliates as an additional insured to any insurance policies or coverage.

1.8Employment Arrangements. Buyer and its Affiliates shall not enter into any employment arrangement with any Employee that commences or becomes effective before January 1, 2020 without Seller’s prior written consent, which shall not be unreasonably withheld.

Article 2
COMPENSATION

2.1Services Fees; Expense Reimbursement.  As consideration for the provision of the Services, Buyer shall pay, or cause to be paid, to Seller or its designee(s) the fees for the Services, which shall be at Seller’s cost plus a seven and one-half percent (7.5%) markup (the “Fees”), in accordance with the Employee costs and service periods of the Services (each, a “Service Period”) as specified on or provided in accordance with Schedule A, which costs on Schedule A do not reflect the seven and one-half percent (7.5%) markup but reflect a pro rata allocation of each Employee’s time based on the percentage of such Employee’s time that is allocated to Buyer or Seller, respectively, unless such Service and/or this Agreement is terminated pursuant to Article 5 prior to the end of such Service Period.  Buyer shall pay a pro rata portion of the applicable Fee for any partial months of the Service, to the extent the Fees specified on or provided in accordance with Schedule A are calculated on a monthly basis. If the Fees include charges for Services performed by a third party provider (a “Vendor”) and such Vendor’s fees increase during the Service Period, then Seller shall be entitled to pass through the increased fees as an increase in the Fees; provided, that to the extent that Seller uses the same Vendor to provide similar services to itself or its Affiliates, each of the Parties shall be responsible for their pro rata portion of the increased amount in accordance with the level of services such Party receives (directly or indirectly) from such Vendor.  In the event of any such increase in a Vendor’s fees, Seller shall provide Buyer with prompt written notice thereof (to the extent reasonably practicable, at least fifteen (15) Business Days prior to such increase going into effect).  In the event Seller no longer requires the services of a Vendor, Seller may elect to terminate the Vendor or to pass through to Buyer the expense of such services in full.

2.2Payments.  Buyer shall pay Fees pursuant to Section 2.1 in advance in accordance with this Section 2.2.  Unless otherwise mutually agreed in writing or otherwise set forth on Schedule A, all undisputed amounts payable under this Agreement shall be paid monthly by Buyer to Seller or, if applicable, its designee(s), Affiliates or Vendors by electronic transfer of immediately available funds to a bank account designated by such Person from time to time, within seven (7) Business Days following receipt of an updated version of Schedule A and a written invoice for such amount, which invoices for advanced Fees: (i) shall be submitted on a monthly basis to Buyer no less than seven (7) Business Days prior to the first (1st) day of each calendar month, and (ii) shall take into account any changes reasonably determined by Seller in good faith to be appropriate and that are consistent with such updated version of Schedule A and this Section 2.2.  Any Fees incurred by Seller not included in the advance monthly invoice shall be included in the next monthly invoice to be paid by Buyer to Seller.  Further, to the extent the amount paid by Buyer in the advance monthly invoice to Seller exceeds the Fees actually due and payable by Buyer to Seller pursuant to this Section 2 during the relevant month, Seller shall

credit the excess payment against the following month’s invoice. If Buyer pays for the full time of an Employee, and a Third Party recipient for services performed or provided by such Employee also pays Seller for a portion of the time of such Employee, then Seller shall credit any such payments from such Third Party recipient for such services against the Fees owed to Seller.  Notwithstanding the foregoing, Seller shall provide to Buyer the invoice for the first (1st) month of Fees as soon as reasonably possible after the Closing Date and Buyer shall pay such Fees within seven (7) Business Days of receipt thereof.  All undisputed amounts remaining unpaid for more than fifteen (15) days after receipt of such invoices shall accrue one and one-half percent (1.5%) interest per month until paid in full.

2.3Taxes; Service Provision Taxes.  The Parties hereby acknowledge that the Fees specified in Schedule A do not include applicable Taxes.  Buyer shall be responsible for the payment of all Taxes payable in connection with the Services, including sales, use, excise, value-added, business, service, goods and services, consumption, stamp, stamp duty, documentary registration, withholding and other similar gross-receipts-based Taxes or duties, including such Taxes incurred on transactions between Seller, its Affiliates and/or its Vendors on the one hand, and Buyer, on the other hand, in each case, imposed, assessed or payable with respect to such Taxes in accordance with applicable Law (together, such amounts, the “Service Provision Taxes”).  On a monthly basis, (i) Seller will deliver to Buyer an invoice (or other valid and customary documentation) reflecting such Service Provision Taxes imposed, assessed, or payable, and (ii) Buyer shall reimburse Seller for any Service Provision Taxes that are Buyer’s responsibility under this Agreement.  In accordance with applicable Law, Seller will timely remit amounts due to the applicable Governmental Entity and promptly provide reasonable documentary evidence of the timely and proper remittance of such amount.  Notwithstanding anything in this Section 2.3 to the contrary, each Party, including Seller’s Affiliates and Vendors, shall be responsible for its own income and franchise Taxes, employment Taxes and real or personal property Taxes, including any of these Taxes in connection with the Services, except as provided in the Asset Purchase Agreement or any Ancillary Agreement.  The Parties shall cooperate in good faith to minimize Service Provision Taxes and any withholding obligations with respect to amounts payable pursuant to this Agreement to the extent legally permissible.  Each Party shall provide to the other Party any resale exemption, multiple points of use certificates, treaty certification and other exemption information reasonably requested by the other Party.

2.4No Off-Set.  Except as otherwise expressly provided in this Agreement, Buyer shall timely pay the full amount of the Fees and shall not set-off, counterclaim or otherwise withhold any amount owed to Seller under this Agreement on account of any obligation owed by Seller to Buyer under this Agreement, the Asset Purchase Agreement or any Ancillary Agreement without the written consent of Seller.  To the extent Buyer is required to deduct and withhold any amounts in respect of Taxes of Seller from any amounts payable pursuant to this Agreement under any provision of U.S. federal, state, local or foreign Tax Law, the sum payable by Buyer shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.4) Seller receives an amount equal to the sum it would have received had no such deduction or withholding been made and Buyer shall indemnify and hold harmless Seller on an after tax basis, with respect thereto.  Any Party that deducts and withholds amounts pursuant to

this Section 2.4 shall, upon the request of the other Party, provide reasonable documentary evidence of the timely and proper remittance of such amounts.

Article 3
OWNERSHIP OF ASSETS AND INTELLECTUAL PROPERTY; SECURITY

3.1Ownership; Delivery.  This Agreement and the provision of the Services hereunder shall not affect the ownership of any assets or intellectual property rights of the Parties or their respective Affiliates.  Subject to Section 3.2 below, neither Party will gain, by virtue of this Agreement or the Services provided hereunder, by implication or otherwise, any rights of ownership or use of any property or intellectual property rights owned by the other Party.  Seller shall own all copyrights, patents, know-how, trademarks and other intellectual property rights, title and interest in or pertaining to all work developed by Seller, its Affiliates or Third Party agents or contractors in providing the Services (including computer programs, deliverables and software deliverables) under this Agreement, except to the extent such work is developed solely and exclusively with respect to assets acquired by Buyer pursuant to the Asset Purchase Agreement or solely and exclusively at Buyer’s direction or request, in which case such work shall be deemed “work for hire” done on behalf of Buyer and Seller will sign such assignments or take such actions as may be necessary to confirm Buyer’s ownership of such work.

3.2Limited License.  Buyer, on behalf of itself and its Affiliates, hereby grants to Seller and its Affiliates and Third Party agents or contractors a non-exclusive, royalty­free, non-transferable license and right of reference, with the right to grant further licenses and sublicenses and rights of reference, to all Transferred Assets, solely to the extent necessary to provide the Services hereunder.

3.3Facilities; Security Regulations.  

3.3.1Notwithstanding that the Round Rock Facility Lease is included as a Transferred Asset in accordance with the Asset Purchase Agreement, Buyer agrees that Seller shall have full and unrestricted access to the facility at 2700 Oakmont, Round Rock, Texas 78665 (the “Round Rock Facility”) for the provision of the Services.  Buyer acknowledges that certain of the Services that Seller will provide relate to, and certain areas at the Round Rock Facility involve or contain, controlled substances and regulated chemicals (including, without limitation, the Finished Goods and in process chemicals with respect to the Syndros Products), and Seller has the right (but not the obligation) to limit and even prohibit Buyer’s access to any such areas to the extent required by Law and until Buyer has obtained all approvals and licenses required under applicable Law for Buyer to be in areas containing any such controlled substances and regulated chemicals.   Buyer shall have no right to deny personnel of Seller access to the Round Rock Facility. To the extent that Buyer assumes the Ellis Facility Lease for Seller’s facility at 444 S. Ellis Street, Chandler, Arizona, 85224 (the “Ellis Facility”), this provision shall equally apply to the Ellis Facility and Buyer’s and Seller’s rights and obligations with respect thereto.

3.3.2If Seller is given access to any of Buyer’s physical or electronic facilities, other than the Round Rock Facility and the Ellis Facility (to the extent Buyer assumes the Ellis Facility Lease), (the “Buyer’s Other Facilities”) in connection with the provision of the Services,

Seller shall comply with all of Buyer’s reasonable and existing security policies, procedures and requirements that have been provided by Buyer to Seller (collectively, “Buyer’s Security Regulations”).  Seller will use all reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Buyer’s Other Facilities gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of property that is a part thereof by Seller’s personnel, including notifying its personnel of the restrictions set forth in this Agreement and of Buyer’s Security Regulations.  If, at any time, Seller determines that (i) any of its personnel has sought to violate, or has violated, Buyer’s Security Regulations or (ii) any unauthorized Seller personnel has accessed the physical Buyer’s Other Facilities, Seller shall promptly terminate any such personnel’s access to the Buyer’s Other Facilities and promptly notify Buyer.  In addition, Buyer shall have the right to deny personnel of Seller access to Buyer’s Other Facilities upon notice to Seller in the event that Buyer reasonably believes that such personnel have engaged in any of the activities set forth in clause (i) or (ii) above, or otherwise pose a security risk.  Seller will reasonably cooperate with Buyer in investigating any unauthorized access to Buyer’s Other Facilities by any Seller personnel.

3.3.3If Buyer is given access to any of Seller’s physical or electronic facilities (the “Seller’s Facilities”) in connection with the provision of the Services, Buyer shall comply with all of Seller’s reasonable and existing security policies, procedures and requirements that have been provided by Seller to Buyer (collectively, “Seller’s Security Regulations”).  Buyer will use all reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Seller’s Facilities gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of property that is a part thereof by Buyer’s personnel, including notifying its personnel of the restrictions set forth in this Agreement and of Seller’s Security Regulations.  If, at any time, Buyer determines that (i) any of its personnel has sought to violate, or has violated, Seller’s Security Regulations or (ii) any unauthorized Buyer personnel has accessed the physical Seller’s Facilities, Buyer shall promptly terminate any such personnel’s access to the Seller’s Facilities and promptly notify Seller.  In addition, Seller shall have the right to deny personnel of Buyer access to Seller’s Facilities upon notice to Buyer in the event that Seller reasonably believes that such personnel have engaged in any of the activities set forth in clause (i) or (ii) above, or otherwise pose a security risk.  Buyer will reasonably cooperate with Seller in investigating any unauthorized access to Seller’s Facilities by any of Buyer’s personnel.

Article 4
INDEMNIFICATION

4.1Limitation on Liability.  In no event shall Seller have any liability under any provision of this Agreement for any direct, punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value, or any damages based on any type of multiple, whether based on statute, contract, tort or otherwise, and whether or not arising from the other party’s sole, joint, or concurrent negligence, strict liability, criminal liability or other fault.  Buyer acknowledges that the Services to be provided to it hereunder are subject to, and that its remedies under this Agreement are limited by, the applicable provisions of Article 1, including the limitations on representations and warranties with respect to the Services.  For the avoidance of doubt, Buyer waives all claims, disputes,

obligations, suits, judgments, damages, and demands against Seller and conclusively, absolutely, unconditionally, irrevocably and forever releases and discharges Seller, to the maximum extent permitted by Law, from any and all liability arising out of or otherwise related to the Services.

4.2Indemnification.  Buyer shall indemnify, defend and hold harmless Seller and its Affiliates (collectively, the “Seller Indemnified Parties”) from and against any and all Losses of the Seller Indemnified Parties relating to, arising out of or resulting from the acts or omissions of Seller or its Affiliates pursuant to Article 1 in connection with the provision of, or failure to provide, any Services to Buyer, except to the extent that such Losses result from the gross negligence, bad faith or willful misconduct of Seller or any of its Affiliates.

4.3Indemnification Procedures.  The procedures set forth in Section 13.3 of the Asset Purchase Agreement shall be deemed incorporated into, and made a part of, this Agreement.

Article 5
TERM AND TERMINATION

5.1Term.  The term of this Agreement shall commence on the Closing Date and shall continue  through December 31, 2019 (the “Term”), unless earlier terminated pursuant to Section 5.3, Section 5.4 or Section 5.5 below.  The Term may be extended (either in whole or in part with respect to certain specific Services) by mutual written agreement of both Parties (in their respective sole discretion) for a mutually agreed upon period of time; provided, however, that the Parties expressly acknowledge and agree that either or both Parties may, for any or no reason whatsoever, in their respective sole discretion, elect not to agree to any such extension of the Term.

5.2Transition. Buyer shall use its best efforts to obtain all necessary approvals from Governmental Entities, including the Drug Enforcement Administration and applicable state agencies, and Vendors (the “Approvals”) that are necessary to accomplish a transition of the Services in accordance with all applicable Laws and with Buyer’s acknowledgments and obligations under Section 1.5. To the extent Buyer has not obtained the Approvals prior to the end of the Term, then Buyer shall identify to Seller a Vendor who has all requisite Approvals (a “Licensed Vendor”) that Buyer has engaged to provide Services relating to the Round Rock Facility Lease and all controlled substances and regulated chemicals.  Upon Buyer’s direction and in no event later than the end of the Term, Seller shall, at Buyer’s sole cost and expense, transfer all remaining controlled substances and regulated chemicals to (i) such Licensed Vendor (or any Licensed Vendor if Buyer has failed to designate a Licensed Vendor), if Buyer has not obtained the Approvals or (ii) Buyer, if Buyer has obtained the Approvals, provided that in either case, Buyer shall bear all responsibility, cost and liability in connection with such transfer (the “Transfer”). The Transfer must occur and be completed on or before the final date of the Term.

5.3Termination for Material Breach.  In the event that either Party (the “Breaching Party”) breaches any of its material obligations under this Agreement, the other Party (the “Complaining Party”) may terminate this Agreement upon thirty (30) days’ prior written notice (such thirty (30) day period, the “Notice Period”) to the Breaching Party, specifying the breach and its claim of right to terminate; provided, that the termination of this Agreement shall not become effective at the end of the Notice Period if (a) the Breaching Party cures such breach

during the Notice Period or (b) such breach cannot be cured during the Notice Period and the Breaching Party commences and diligently pursues actions to cure such breach within the Notice Period, in which case the Breaching Party shall have an additional thirty (30) day period to cure such breach before such termination shall become effective.

5.4Termination by Buyer.  Any particular Service provided under this Agreement may be terminated by either Party upon ten (10) Business Days’ prior written notice to the other Party, provided, however, that in no event shall any such termination by Buyer change the amount or timing of payment of the Fees, except as provided herein. In the event that Buyer terminates this Agreement or a particular Service, for any reason other than for termination for material breach described in Section 5.3, Buyer shall be responsible for any and all of Seller’s employee-related costs and expenses associated with Buyer terminating this Agreement or a particular Service of the Employee(s) who performed such Service(s) (including, without limitation, any severance or separation payments or benefits, any compensation payable in connection with notice requirements or any failure to give notice under applicable Law or Contract, and all Liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended, and all similar state or local Laws): (i) with respect to that particular Service, if terminated on a Service-by-Service basis, or (ii) with respect to all Services, if this Agreement is terminated in its entirety; provided, that Buyer shall not be responsible for any employee-related costs and expenses incurred by Seller following the date of termination of this Agreement or a Service that are related solely to Seller’s continued employment of an Employee or use of a Service for the sole benefit of Seller.  

5.5Mutual Agreement.  This Agreement may be terminated (either in whole or in part with respect to certain specific Services) upon the mutual written agreement of Buyer and Seller at any time.

5.6Accrued Rights; Surviving Obligations.

5.6.1Accrued Rights.  The termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration.  Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement.  No remedy referred to in this Agreement is intended to be exclusive unless explicitly stated to be so, but each shall be cumulative and in addition to any other remedy referred to in this Agreement or otherwise available under Law.

5.6.2Survival.  Articles 4 and 6, Section 3.1 and this Section 5.6 shall survive the termination or expiration of this Agreement.

Article 6
MISCELLANEOUS

6.1Incorporation of Asset Purchase Agreement Sections.  Sections 14.3 (Notices), 14.4 (Headings), 14.5 (Severability), 14.8 (Governing Law; English Language), and 14.9 (Jurisdiction, Venue, Service of Process; Waiver of Trial by Jury) of the Asset Purchase Agreement are hereby incorporated by reference into this Agreement.

6.2Confidentiality.  All information disclosed by or on behalf of one Party (or its Representatives or Affiliates) (collectively, the “Disclosing Party”) to the other Party (or its Representatives or Affiliates) (collectively, the “Receiving Party”) in connection with this Agreement (other than any information that, in each case as demonstrated by competent written documentation, (a) was already known to the Receiving Party at the time of disclosure by the Disclosing Party, other than any such information that is known by the Receiving Party to be subject to an obligation of confidentiality; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure to the Receiving Party other than through any act or omission of the Receiving Party in breach of Section 9.4 of the Asset Purchase Agreement or the Confidentiality Agreement; (d) is subsequently disclosed to the Receiving Party by a Third Party without obligations of confidentiality with respect thereto; or (e) is subsequently independently discovered or developed by the Receiving Party without the aid, application or use of Confidential Information), and all memoranda, notes, analyses, compilations, studies and other materials prepared by or for the Receiving Party to the extent containing or reflecting such information, shall be Confidential Information subject to the terms of Section 9.4 of the Asset Purchase Agreement.

6.3Force Majeure.  Neither Party shall be held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement (other than an obligation to make payments, if applicable) when such failure or delay is caused by or results from events beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, hurricanes,  embargoes, shortages, epidemics or pandemics, quarantines, war, acts of war (whether war be declared or not), terrorist acts, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances (whether involving the workforce of the non-performing Party or of any other Person), acts of God or acts, omissions or delays in acting by any Governmental Entity (each, a “Force Majeure event”).  The non-performing Party shall notify the other Party of such Force Majeure event within fifteen (15) days after such occurrence by giving written notice to the other Party stating the nature of the event, its anticipated duration, and any action being taken to avoid or minimize its effect.  The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform.

6.4Service.  Each Party agrees that service of any process, summons, notice or document in the manner and to its address set forth in Section 14.3 of the Asset Purchase Agreement shall be effective service of process for any action, suit or proceeding brought against it under this Agreement in any such court.

6.5No Benefit to Third Parties.  The covenants and agreements set forth in this Agreement are for the sole benefit of the Parties and their successors and permitted assigns and Buyer’s designees, provided that Buyer’s ability to assign such Services to a designee shall in no way increase or modify the Services performed by Seller, and except for the rights of Buyer Indemnified Parties under Article 4, they shall not be construed as conferring any rights on any other Persons.

6.6Expenses.  Except as otherwise specified herein or in the Asset Purchase Agreement or in any Ancillary Agreement, Buyer shall bear any costs and expenses incurred with respect to the transactions contemplated herein.

6.7Further Assurances.  Each of Seller and Buyer shall, at any time or from time to time, at the request and expense of the other, execute and deliver to the other all such instruments and documents or further assurances as the other may reasonably request in order to carry out and fulfill the purposes and intent of this Agreement.  

6.8Relationship of the Parties.  It is expressly agreed that Seller, on the one hand, and Buyer, on the other hand, shall be independent contractors and that, absent further written agreement between the Parties, the relationship between the two Parties shall not constitute a partnership, joint venture or agency.  Neither Seller, on the one hand, nor Buyer, on the other hand, shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other, without the prior written consent of the other Party to do so.  All persons employed by a Party shall be employees of such Party and not of the other Party and all costs and obligations incurred by reason of any such employment shall be for the account and expense of such Party.

6.9Counterparts.  This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed original counterpart of this Agreement.

6.10Entire Agreement.  This Agreement, together with the Schedules expressly contemplated hereby and attached hereto, the Asset Purchase Agreement, the Ancillary Agreements, the Confidentiality Agreement and the other agreements, certificates and documents expressly contemplated thereby and delivered in connection therewith contain the entire agreement among the Parties with respect to the transactions contemplated hereby and thereby  and supersede all prior agreements, understandings, promises and representations, whether  written or oral, among the Parties with respect to the subject matter hereof and thereof.

[Signature pages follow]

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year first above written.

Chilion Group Holdings US, Inc.

By: /s/ Paul Atherton
Name:Paul Atherton
Title:CEO

[Signature Page to Transition Services Agreement]

Insys Therapeutics, Inc.

By: /s/Andrece Housley
Name:Andrece Housley
Title:Chief Financial Officer

[Signature Page to Transition Services Agreement]

EX-99.1

Exhibit 99.1

united states bankruptcy court
district of DELAWARE

In re:                   Case No. 19-11292 (KG)
Insys Therapeutics, Inc.; et al.                  Reporting Period: September 1 – September 30, 2019

        Debtors

MONTHLY OPERATING REPORT

Reporting Period: September 1, 2019 – September 30, 2019

REQUIRED DOCUMENTS	Form No.	Document Attached	Explanation Attached	Affidavit/ Supplement Attached
Schedule of Cash Receipts and Disbursements	MOR-1	X
Bank Account Balances, Debtor Statement with Respect to Bank Account Reconciliations	MOR-1a	X		See Attestation
Schedule of Professional Fees and Expenses Paid	MOR-1b	X
Copies of bank statements				See Attestation
Cash disbursements journals				See Attestation
Statement of Operations by Legal Entity	MOR-2	X
Balance Sheet by Legal Entity	MOR-3	X
Status of Postpetition Taxes				See Attestation
Summary of Unpaid Postpetition Debts	MOR-4	X
Accounts Receivable Reconciliation and Aging	MOR-5	X
Debtor Questionnaire	MOR-6	X

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

/s/ Andrece Housley 10/30/2019
Signature of Debtor Date

Andrece Housley

Chief Financial Officer of Insys Therapeutics, Inc.; et al.

Page 1 of 12

Exhibit 99.1

In re:        Case No. 19-11292 (KG)
Insys Therapeutics, Inc.; et al.                            Reporting Period: September 1 – September 30, 2019

             Debtors

Notes to the Monthly Operating Report

Reporting Period: September 1, 2019 – September 30, 2019

General:

The report includes activity from the following Debtors and related Case Numbers:

This Monthly Operating Report is unaudited and has been prepared solely for the purpose of complying with the Debtors' obligations to provide monthly operating reports currently during these Chapter 11 Cases. This MOR is not prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and does not include all the information and footnotes required by U.S. GAAP. The Debtors have prepared this Monthly Operating Report using the best information presently available to them, which has been collected, maintained, and prepared in accordance with their historical accounting practices. This Monthly Operating Report is, thus, true and accurate to the best of the Debtors’ knowledge, information and belief based on current available data.

General Methodology: The Debtors prepared this Monthly Operating Report relying primarily upon the information set forth in their books and records. Consequently, certain transactions that are not identified in the normal course of business in the Debtors’ books and records may not be included in this Monthly Operating Report. Additionally, the information furnished in this report includes primarily normal recurring adjustments, but does not include all the adjustments that would typically be made for the quarterly and annual consolidated financial statements to be in accordance with U.S. GAAP. Furthermore, the monthly financial information contained herein has not been subjected to the same level of accounting review and testing that the Debtors apply in the preparation of their quarterly and annual consolidated financial information in accordance with U.S. GAAP. Accordingly, upon the application of such procedures, the Debtors believe that the financial information may be subject to change, and these changes could be material. Nevertheless, in preparing this Monthly Operating Report, the Debtors made best efforts to supplement the information set forth in their books and records with additional information concerning transactions that may not have been identified therein.

Liabilities Subject to Compromise: The payment of prepetition indebtedness is subject to compromise or other treatment under a chapter 11 plan of reorganization.  The determination of the amount of such liabilities and how the liabilities will be settled and treated cannot be made until a Chapter 11 Plan of Reorganization is approved by the Bankruptcy Court. Liabilities subject to compromise have been reported at the amounts recorded on the Debtor’s books and records. The amounts classified as liabilities subject to compromise in the financial statements and supplemental schedules included herein are preliminary and may be subject to future adjustments depending on claims filed on and before the bar date, Bankruptcy Court actions, developments with respect to disputed claims, rejection of executory contracts, reconciliation of claims, and other events.

Reservation of Rights: Given the complexity of the Debtors’ business, inadvertent errors, omissions or over inclusion of contracts may have occurred. Accordingly, the Debtors hereby reserve all of their rights to dispute the validity, status, enforceability, or executory nature of any claim amount, representation or other statement in this Monthly Operating Report and reserve the right to amend or supplement this Monthly Operating Report, if necessary.

General Notes

On June 10, 2019 (the “Petition Date”), Insys Therapeutics, Inc. (“Insys Therapeutics”) and its affiliated debtors each commenced a voluntary case under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors are authorized to operate their business and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or examiner has been made in these chapter 11 cases. The Debtors’ chapter 11 cases are being jointly administered for procedural purposes only under case number 19-11292 (KG) pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”).

Additional information about the Chapter 11 Cases, court filings and claims information is available on the internet at https://dm.epiq11.com/case/Insys/dockets

Page 2 of 12

Exhibit 99.1

In re:                   Case No. 19-11292 (KG)
Insys Therapeutics, Inc.; et al.                            Reporting Period: September 1 – September 30, 2019

             Debtors

MOR-1

Consolidated Schedule of Cash Receipts and Disbursements

Reporting Period: September 1, 2019 – September 30, 2019

($’s in USD)

Footnotes:

(1) Cash balance represents book balance, which is net of outstanding checks and may differ from Bank Balance due to items in-transit and other timing items.

Page 3 of 12

Exhibit 99.1

In re:                   Case No. 19-11292 (KG)
Insys Therapeutics, Inc.; et al.                  Reporting Period: September 1 – September 30, 2019

             Debtors

MOR-1a

Bank Account Balances, Debtor Statement with Respect to Bank Account Reconciliations

Reporting Period: September 1, 2019 – September 30, 2019

($’s in USD)

Footnotes:

(1) Cash balance represents book balance, which is net of outstanding checks and may differ from Bank Balance due to items in-transit and other timing items.

Page 4 of 12

Exhibit 99.1

In re:         Case No. 19-11292 (KG)
Insys Therapeutics, Inc.; et al.                            Reporting Period: September 1 – September 30, 2019

             Debtors

MOR-1a

Debtor Attestation to with Respect to Bank Account Reconciliations, Bank Statements and Open/Closed Bank Accounts

Reporting Period: September 1, 2019 – September 30, 2019

Bank Account Reconciliations & Cash Disbursement Journal

The Debtors affirm that bank account reconciliations are prepared for all open and active bank accounts on a monthly basis.  The Debtors affirm that within their financial accounting systems, check registers and/or disbursement journals are maintained for each disbursement account.

Bank Statement

The Debtors affirm that bank statements for all open and active bank accounts are retained by the Debtors.

Open/Closed Bank Accounts

The Debtors did not open or close any bank accounts during September.

/s/ Andrece Housley 10/30/2019

Andrece Housley Date

Chief Financial Officer of Insys Therapeutics, Inc.; et al.

Page 5 of 12

Exhibit 99.1

In re:         Case No. 19-11292 (KG)
Insys Therapeutics, Inc.; et al.                            Reporting Period: September 1 – September 30, 2019

             Debtors

MOR-1b

Schedule of Professional Fees and Expenses Paid

Reporting Period: September 1, 2019 – September 30, 2019

($’s in USD)

Footnotes:

(1) Weil, Gotshal & Manges LLP applied a portion of the amount payable in the amount of $330,351 for July fees in September to their retainer balance.

Page 6 of 12

Exhibit 99.1

In re:         Case No. 19-11292 (KG)
Insys Therapeutics, Inc.; et al.                  Reporting Period: September 1 – September 30, 2019

             Debtors

MOR-2

Statement of Operations by Legal Entity

Reporting Period: September 1, 2019 – September 30, 2019

($’s in USD)

Footnotes:

(1) Restructuring Fees for all entities are shown at Insys Therapeutics and include accrued fees for restructuring professionals.

(2) Other income (expense), net includes certain Subsys assets sold pursuant to the Order approving the Asset Purchase Agreement between the Debtor and BTcP Pharma LLC.

Page 7 of 12

Exhibit 99.1

In re:         Case No. 19-11292 (KG)
Insys Therapeutics, Inc.; et al.                  Reporting Period: September 1 – September 30, 2019

             Debtors

MOR-3

Balance Sheet by Legal Entity

Reporting Period: September 1, 2019 – September 30, 2019

($’s in USD)

Page 8 of 12

Exhibit 99.1

In re:         Case No. 19-11292 (KG)
Insys Therapeutics, Inc.; et al.                  Reporting Period: September 1 – September 30, 2019

             Debtors

Debtor Attestation with Respect to Postpetition Taxes

Reporting Period: September 1, 2019 – September 30, 2019

Andrece Housley hereby declares under penalty of perjury:

I am Chief Financial Officer of Insys Therapeutics, Inc., et al., the above captioned debtors and debtors in possession (collectively the "Debtors").  I am familiar with the Debtors day-to-day operations, business affairs and books and records.  I am authorized to submit this statement on behalf of the Debtors.

All statements in this statement are based on my personal knowledge, my review of the relevant documents, my discussions with other employees of the Debtors, or my opinion based upon my experience and knowledge of the Debtors' operations and financial condition.  If I were called upon to testify, I could and would testify to each of the facts set forth herein based on such personal knowledge, review of documents, discussions with other employees of the Debtors or opinion.

To the best of my knowledge, information and belief, and except as otherwise set forth in the MOR, all of the Debtors have filed all the necessary federal, state and local tax returns, or extensions related there to, and have timely made (or are in the process of remediating any immaterial late filings or prepayments) all related required postpetition tax payments, which are not subject to dispute or reconciliation, and are current.

/s/ Andrece Housley 10/30/2019

Andrece Housley Date

Chief Financial Officer of Insys Therapeutics, Inc.; et al.

Page 9 of 12

Exhibit 99.1

In re:Case No. 19-11292 (KG)
Insys Therapeutics, Inc.; et al.         Reporting Period: September 1– September 30, 2019

             Debtors

MOR-4

Summary of Unpaid Postpetition Debts

Reporting Period: September 1, 2019 – September 30, 2019

($’s in USD)

Footnotes:

(1) The postpetition accounts payable represents open and outstanding trade vendor invoices that have been entered into the Debtors’ accounts payable system and do not include accruals.  This summary does not include intracompany and intercompany payables.

(2) Trade Payables per balance sheet include accruals and non-cash entries not due and payable per accounts payable aging.

Page 10 of 12

Exhibit 99.1

In re:                   Case No. 19-11292 (KG)
Insys Therapeutics, Inc.; et al.                  Reporting Period: September 1 – September 30, 2019    

             Debtors

MOR-5

Accounts Receivable Reconciliation and Aging

Reporting Period: September 1, 2019 – September 30, 2019

($’s in USD)

Footnotes:

(1) Amounts are shown on a gross basis before any adjustment for estimated bad debts and other uncollectable amounts.  This summary does not include any accrued fees, discounts or intracompany and intercompany receivables.

(2) Amounts are aged from the due date and are included on a gross basis before any adjustment for estimated bad debts and other uncollectable amounts.  This summary does not include any accrued fees, discounts or intracompany and intercompany receivables.

(3) Accounts receivable aging excludes Subsys sales after 9/26/19 due to the closing of the BTcP Pharma LLC sale.

Page 11 of 12

Exhibit 99.1

In re:         Case No. 19-11292 (KG)
Insys Therapeutics, Inc.; et al.                  Reporting Period: September 1 – September 30, 2019    

             Debtors

MOR-6

Debtor Questionnaire

Reporting Period: September 1, 2019 – September 30, 2019

Must be completed each month		Yes	No
1.	Have any assets been sold or transferred outside the normal course of business this reporting period?  If yes, provide an explanation below.	X(1)
2.	Have any funds been disbursed from any account other than a debtor in possession account this reporting period?  If yes, provide an explanation below.		X
3.	Have all postpetition tax returns been timely filed?  If no, provide an explanation below.	X
4.	Are workers compensation, general liability and other necessary insurance coverages in effect?  If no, provide an explanation below.	X
5.	Has any bank account been opened during the reporting period?  If yes, provide documentation identifying the opened account(s).  If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3.		X

Footnotes:

1. In September, certain Subsys assets were sold pursuant to the Order approving the Asset Purchase Agreement between the Debtor and BTcP Pharma LLC.

Page 12 of 12