INSULET CORPORATION (NASDAQ:ILTCL) Files An 8-K Entry into a Material Definitive Agreement

On December 16, 2016, Insulet Corporation (the Company)
and 100 Nagog Park Limited Partnership (NPLP) entered into
a Purchase and Sale Agreement (the Agreement) to which the
Company agreed to purchase from NPLP certain property located at
100 Nagog Park in Acton, Massachusetts (the Property). The
Property consists of approximately 25 acres of land and all
buildings, structures, parking areas, and improvements located
thereon, including a three-story facility with approximately
195,000 square feet of space.

to the Agreement, and upon the terms and subject to the
conditions thereof, the Company has agreed to pay NPLP a total
purchase price for the Property of $9,250,000, subject to certain
adjustments for taxes and utility charges. The Agreement requires
to the Company to deposit $462,500 (the Initial Deposit)
into escrow within two business days after execution of the
Agreement; the Company is required to pay the remainder of the
purchase price at the closing of the transaction.

Under the Agreement, the Company has the right, between the
execution of the Agreement and the closing of the transaction, to
obtain a title insurance commitment and a new survey of the
Property, as well as to conduct a diligence review with respect
to the Property. Subject to certain objection procedures and time
limits set forth in the Agreement, the Company has the right to
terminate the Agreement if (a) such title insurance policy or new
survey reveals certain defects in NPLPs title to the Property
that NPLP is unable to cure (without excessive cost), or (b) the
Company is not satisfied with the results of such diligence
review. The Company also has the right to terminate the Agreement
if, prior to the closing, either the Property suffers any
material damage or a material portion of the Property is taken by
eminent domain proceedings (or by deed in lieu thereof).

The Agreement also includes customary termination rights for each
party in connection with default. In the case of a termination by
NPLP based on default and failure to close by the Company, the
Agreement further provides that NPLP is entitled to retain the
Initial Deposit as its sole monetary remedy for such default and
failure to close.

The Agreement provides that the transaction will close on or
before February 15, 2017, unless the parties agree to a different
date. Each of the Companys and NPLPs obligation to consummate the
transaction is subject to customary conditions, including, in the
case of the Company, (a) the issuance of a title insurance policy
with respect to the Property (or the issuance of a binding and
unconditional commitment to issue such a title insurance policy)
that meets the requirements set forth in the Agreement, and (b)
the absence of a material adverse change in the condition of the
Property after the date of the Companys inspections thereof.

The Agreement contains other covenants and representations and
warranties that are customary for a transaction of this nature.

The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Agreement, which is filed as Exhibit 1.1 hereto
and incorporated by reference herein.

Item 9.01 — Financial Statements and Exhibits

(d) Exhibits.