13D Filing: Elliott Associates, L.P. and Advisory Board Co (ABCO)

(k)        No Third Party Beneficiaries. This Agreement is not intended, and shall not be deemed, to confer any rights, remedies, obligations or liabilities upon any Person other than the parties hereto and their respective heirs, successors, executors, administrators and permitted assigns, to create any agreement of employment with any Person or to otherwise create any third-party beneficiary hereto.

(l)        Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by facsimile (providing confirmation of transmission) or sent by prepaid overnight carrier (providing proof of delivery) to the parties at the following addresses or facsimile numbers (or at such other addresses or facsimile numbers as from time to time may be specified by the parties by like notice):

if to Parent, to:

c/o UnitedHealth Group Incorporated

9900 Bren Road East

Minnetonka, MN 55343

Attention:  Chief Legal Officer

Fax:  (952) 936-3007

Email:  richard.mattera@uhg.com

with a copy (which shall not constitute notice) to:

Hogan Lovells US LLP

1601 Wewatta Street, Suite 900

Denver, Colorado 80202

Attention: Timothy R. Aragon, Esq.

Email: timothy.aragon@hoganlovells.com

Facsimile: (303) 899-7333

If to the Stockholders:

Elliott Associates, L.P.

Elliott International, L.P.

Elliott International Capital Advisors, Inc.

40 West 57th Street

New York, New York 10019

Attention: Jesse Cohn

Email: jcohn@elliottmgmt.com

Facsimile: 212-586-9429