18-12431 Doc 1 Filed 08/10/18 Entered 08/10/18 02:15:39 Main Document Pg
` 1 of 21
`
`Fill in this information to identify the case:
`
`United States Bankruptcy Court for the:
`Southern
` District of New York
` (State)
` Chapter 11
`
`Case number (if known): 18-
`
` Check if this is an
`amended filing
`
`Official Form 201
`Voluntary Petition for Non-Individuals Filing for Bankruptcy
` 04/16
`If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the case
`number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available.
`
`1. Debtor’s name
`
`POZEN Inc.
`
`2. All other names debtor
`used in the last 8 years
`Include any assumed names,
`trade names and doing
`business as names
`
`ARLZ Acquisition II Corp.
`
`3. Debtor’s federal
`Employer Identification
`Number (EIN)
`
`62-1657552
`
`4. Debtor’s address
`
`Principal place of business
`
`Mailing address, if different from principal place of
`business
`
`400
`Number
`
`Alexander Park Drive
` Street
`
`Number
`
` Street
`
`P.O. Box
`
`Princeton
`City
`
`New Jersey 08540
` State
` ZIP Code
`
`City
`
` State
`
` ZIP Code
`
`Mercer County
`County
`
`Location of principal assets, if different from principal
`place of business
`
`See Attachment A
`Number
` Street
`
`5. Debtor’s website (URL)
`
`https://aralez.com/
`
`6. Type of debtor
`
` Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))
` Partnership (excluding LLP)
` Other. Specify:
`
`City
`
` State
`
` ZIP Code
`
`Official Form 201
`
`Voluntary Petition for Non-Individuals Filing for Bankruptcy
`
`page 1
`
`Page 1 of 21
`
`Patent Owner Pozen Ex. 2072
`Mylan v. Pozen
`IPR2017-01995
`
`

`

`Debtor
`
`18-12431 Doc 1 Filed 08/10/18 Entered 08/10/18 02:15:39 Main Document Pg
`POZEN Inc.
`
`Case number (if known) 18-
` 2 of 21
`Name
`
`7. Describe debtor’s
`business
`
`A. Check one:
`
`Health Care Business (as defined in 11 U.S.C. § 101(27A))
`Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))
`Railroad (as defined in 11 U.S.C. § 101(44))
`Stockbroker (as defined in 11 U.S.C. § 101(53A))
`Commodity Broker (as defined in 11 U.S.C. § 101(6))
`Clearing Bank (as defined in 11 U.S.C. § 781(3))
`None of the above
`
`B. Check all that apply:
`
`Tax-exempt entity (as described in 26 U.S.C. § 501)
`Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C.
`§ 80a-3)
`Investment advisor (as defined in 15 U.S.C. § 80b-2(a)(11))
`
`C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor.
`See http://www.uscourts.gov/four-digit-national-association-naics-codes.
`3254
`
`Check one:
`
` Chapter 7
` Chapter 9
` Chapter 11. Check all that apply:
` Debtor’s aggregate noncontingent liquidated debts (excluding debts owed to insiders
`or affiliates) are less than $2,566,050 (amount subject to adjustment on 4/01/19 and
`every 3 years after that).
` The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D). If the
`debtor is a small business debtor, attach the most recent balance sheet, statement of
`operations, cash-flow statement, and federal income tax return or if all of these
`documents do not exist, follow the procedure in 11 U.S.C. § 1116(1)(B).
` A plan is being filed with this petition.
` Acceptances of the plan were solicited prepetition from one or more classes of
`creditors, in accordance with 11 U.S.C. § 1126(b).
` The debtor is required to file periodic reports (for example, 10K and 10Q) with the
`Securities and Exchange Commission according to § 13 or 15(d) of the Securities
`Exchange Act of 1934. File the Attachment to Voluntary Petition for Non-Individuals
`Filing for Bankruptcy under Chapter 11 (Official Form 201A) with this form.
` The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule
`12b-2.
`
` Chapter 12
`
` No
` Yes. District
`
`District
`
` When
`
` When
`
`MM / DD / YYYY
`
`MM / DD / YYYY
`
` Case number
`
` Case number
`
` No
` Yes. Debtor See Attachment A
`District Southern District of New York
`
`Case number, if known Pending
`
` Relationship Affiliate
` When
`Date Hereof
`MM / DD / YYYY
`
`8. Under which chapter of
`the Bankruptcy Code is
`the debtor filing?
`
`9. Were prior bankruptcy
`cases filed by or against
`the debtor within the last
`8 years?
`If more than 2 cases, attach a
`separate list.
`
`10. Are any bankruptcy
`cases pending or being
`filed by a business
`partner or an affiliate of
`the debtor?
`List all cases. If more than 1,
`attach a separate list.
`
`Official Form 201
`
`Voluntary Petition for Non-Individuals Filing for Bankruptcy
`
`page 2
`
`Page 2 of 21
`
`Patent Owner Pozen Ex. 2072
`Mylan v. Pozen
`IPR2017-01995
`
`

`

`Debtor
`
`18-12431 Doc 1 Filed 08/10/18 Entered 08/10/18 02:15:39 Main Document Pg
`POZEN Inc.
`
`Case number (if known) 18-
` 3 of 21
`Name
`
`
`
`
`11. Why is the case filed in
`this district?
`
`
`Check all that apply:
`
`
` Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days
`immediately preceding the date of this petition or for a longer part of such 180 days than in any other
`district.
` A bankruptcy case concerning debtor’s affiliate, general partner, or partnership is pending in this
`district.
`
`
`
`12. Does the debtor own or
`have possession of any
`real property or
`personal property that
`needs immediate
`attention?
`
`
`
`
`
`
` No
` Yes. Answer below for each property that needs immediate attention. Attach additional sheets if
`needed.
`
`Why does the property need immediate attention? (Check all that apply.)
` It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or
`safety.
`What is the hazard?
` It needs to be physically secured or protected from the weather.
` It includes perishable goods or assets that could quickly deteriorate or lose value without
`attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related
`assets or other options).
` Other
`
`
`
`
`
`Where is the property?
`Number Street
`
`
`
`
`City
`
`
`
`
`
`
`
`State
`
`
`
`
`
`ZIP Code
`
`
`
`
`
`
`
`
`
`Is the property insured?
` No
` Yes. Insurance agency
`
`
`
`
`
`
`
`
`
`
`
`Contact name
`
`Phone
`
`
`
`
`
`13. Debtor’s estimation of
`available funds
`
`Statistical and administrative information
`
`
`Check one:
` Funds will be available for distribution to unsecured creditors.
` After any administrative expenses are paid, no funds will be available for distribution to unsecured
`creditors.
`
`
`14. Estimated number of
`creditors*
`
`
`15. Estimated assets*
`
` 1-49
` 50-99
` 100-199
` 200-999
`
` 1,000-5,000
` 5,001-10,000
` 10,001-25,000
`
` 25,001-50,000
` 50,001-100,000
` More than 100,000
`
` $0-$50,000
` $50,001-$100,000
` $100,001-$500,000
` $500,001-$1 million
`
` $1,000,001-$10 million
` $10,000,001-$50 million
` $50,000,001-$100 million
` $100,000,001-$500 million
`
` $500,000,001-$1 billion
` $1,000,000,001-$10 billion
` $10,000,000,001-$50 billion
` More than $50 billion
`
`Official Form 201
`
`Voluntary Petition for Non-Individuals Filing for Bankruptcy
`
`page 3
`
`Page 3 of 21
`
`Patent Owner Pozen Ex. 2072
`Mylan v. Pozen
`IPR2017-01995
`
`

`

`Debtor
`
`18-12431 Doc 1 Filed 08/10/18 Entered 08/10/18 02:15:39 Main Document Pg
`POZEN Inc.
`
`Case number (if known) 18-
` 4 of 21
`Name
`
`
`
`
`16. Estimated liabilities*
`
` $0-$50,000
` $50,001-$100,000
` $100,001-$500,000
` $500,001-$1 million
`
` $1,000,001-$10 million
` $10,000,001-$50 million
` $50,000,001-$100 million
` $100,000,001-$500 million
`
` $500,000,001-$1 billion
` $1,000,000,001-$10 billion
` $10,000,000,001-$50 billion
` More than $50 billion
`
`* Information provided on a consolidated basis, and based on financial statements as of June 30, 2018.
`
`
`Request for Relief, Declaration, and Signatures
`
`WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to
`$500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.
`
`17. Declaration and
`signature of
`authorized
`representative of
`debtor
`
` The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in
`this petition.
`
` I have been authorized to file this petition on behalf of the debtor.
`
` I have examined the information in this petition and have a reasonable belief that the information is
`true and correct.
`
`I declare under penalty of perjury that the foregoing is true and correct.
`
`Executed on 08 / 10 / 2018
`
`MM / DD / YYYY
`
` /s/ Michael Kaseta
`
`Signature of authorized representative of debtor
`
`Title Authorized Signatory
`
` /s/ Paul V. Shalhoub
`
`Signature of attorney for debtor
`
` Paul V. Shalhoub
`Printed name
`
` Willkie Farr & Gallagher LLP
`Firm name
`
`
`
`787
`Number
`
`Seventh Avenue
`Street
`
` New York
`City
`
`
`
`
`
`(212) 728-8000
`Contact phone
`
`2492858
`Bar number
`
`18. Signature of attorney
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Michael Kaseta
`Printed name
`
`Date 08 / 10 / 2018
`MM / DD / YYYY
`
`
`
`
`
`
`NY
`State
`
` 10019
` ZIP Code
`
`
`
`
`
`
`
`pshalhoub@willkie.com
`Email address
`
`
`
`New York
`State
`
`
`
`
`
`
`
`
`
`
`
`Official Form 201
`
`Voluntary Petition for Non-Individuals Filing for Bankruptcy
`
`page 4
`
`Page 4 of 21
`
`Patent Owner Pozen Ex. 2072
`Mylan v. Pozen
`IPR2017-01995
`
`

`

`18-12431 Doc 1 Filed 08/10/18 Entered 08/10/18 02:15:39 Main Document Pg
` 5 of 21
`
`
`ATTACHMENT A TO VOLUNTARY PETITION
`1. Pending Bankruptcy Cases Filed by Affiliates of the Debtor
`Concurrently herewith, each of the affiliated entities listed below, including the Debtor filing this
`petition (collectively, the “Debtors”), filed a petition in this Court for relief under chapter 11 of
`title 11 of the United States Code.1
`
`
`Aralez Pharmaceuticals US Inc.
`Aralez Pharmaceuticals Holdings Limited
`Aralez Pharmaceuticals Management Inc.
`Aralez Pharmaceuticals R&D Inc.
`Aralez Pharmaceuticals Trading Designated Activity Company
`Halton Laboratories LLC
`POZEN Inc.
`
`
`
`Contemporaneously with the filing of their voluntary petitions, the Debtors filed a motion
`requesting that this Court consolidate their chapter 11 cases for procedural purposes only.
`
`
`
`
`
`
`
`
`
`
`1
`On the date hereof, the Debtors’ ultimate parent company, Aralez Pharmaceuticals Inc., and the Debtors’
`affiliate, Aralez Pharmaceuticals Canada Inc., commenced plenary restructuring proceedings in the Ontario
`Superior Court of Justice (Commercial List) under the Companies’ Creditors Arrangement Act.
`
`
`
`
`Page 5 of 21
`
`Patent Owner Pozen Ex. 2072
`Mylan v. Pozen
`IPR2017-01995
`
`

`

`18-12431 Doc 1 Filed 08/10/18 Entered 08/10/18 02:15:39 Main Document Pg
` 6 of 21
`
`
`2. Location of the Debtors’ Principal Assets (on a Consolidated Basis)
`a. Certain material contracts, which generate a significant portion of the Debtors’
`revenues, are governed by New York law.
`
`b. The Debtors’ stock certificates are held by Deerfield Partners, L.P. and Deerfield
`Private Design Fund III, L.P. in a safe located in their offices at the following
`address:
`
`780 Third Avenue
`37th Floor
`New York, NY 10017
`
`c. The Debtors have funded retainers for certain professionals held in bank accounts
`located in New York City.
`
`d. The Debtors lease office space at the following locations:
`
`3 Columbus Circle
`Suite 1710
`New York, NY 10019
`
`400 Alexander Park Drive
`Princeton, NJ 08540
`
`555 East Lancaster Avenue
`Suite 540
`Radnor, PA 19087
`
`2 Hume Street
`Fourth Floor
`Dublin 2
`D02 FT82
`Ireland
`
`
`
`
`- 2 -
`
`Page 6 of 21
`
`Patent Owner Pozen Ex. 2072
`Mylan v. Pozen
`IPR2017-01995
`
`

`

`18-12431 Doc 1 Filed 08/10/18 Entered 08/10/18 02:15:39 Main Document Pg
` 7 of 21
`
`
`OMNIBUS WRITTEN CONSENT
`OF
`THE BOARD OF DIRECTORS
`OF
`THE ENTITIES LISTED IN SCHEDULE I HERETO
`
`August 9, 2018
`
`The undersigned, constituting all of the members of the Board of Directors (the “Board”)
`of each entity listed in Schedule I hereto (each entity, a “Company” and together, the
`“Companies”), hereby consent, pursuant to the Delaware General Corporation Law (the
`“DGCL”), to the adoption of the resolutions set forth below, effective as of the date set forth
`above unless otherwise indicated below, and that such resolutions be taken without a meeting
`pursuant to Section 141(f) of the DGCL:
`
`WHEREAS, as a result of the financial condition of the Company, the Board has
`engaged counsel and financial advisors to provide advice to the Company regarding its
`obligations to its creditors, equity holders, employees and other interested parties;
`
`WHEREAS, the Board has reviewed and considered, among other things, the
`advice of its counsel and financial advisors and has considered the options available to the
`Company, and has determined that, in its judgment, it is advisable and in the best interests of the
`Company, its creditors, equity holders, employees and other interested parties that the Company
`voluntarily files a petition (a “Petition”) for relief under chapter 11 of title 11 of the United
`States Code (the “Bankruptcy Code”);
`
`
`WHEREAS, after consultation with its counsel and financial advisors, the Board
`believes that it is advisable and in the best interests of the Company to enter into and obtain loans
`pursuant to the DIP Credit Agreement (as defined herein) and to consummate the transactions
`contemplated thereby.
`
`NOW THEREFORE, it is hereby:
`
`RESOLVED, that the filing by the Company of its Petition, in the United States
`Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), substantially
`in the form previously presented to the Board is hereby approved, confirmed and adopted in all
`respects; and it is further
`
`RESOLVED, that Michael Kaseta is hereby appointed the designated agent of
`the Company (the “Authorized Signatory”) with full power and authority to act on behalf of the
`Company with respect to the matters covered by these resolutions; and it is further
`
`
`RESOLVED, that the Authorized Signatory and the officers of the Company,
`including any president, vice president, chairman, managing director, executive vice president,
`chief executive officer, chief financial officer, treasurer, secretary or assistant secretary
`
`
`
`Page 7 of 21
`
`Patent Owner Pozen Ex. 2072
`Mylan v. Pozen
`IPR2017-01995
`
`

`

`18-12431 Doc 1 Filed 08/10/18 Entered 08/10/18 02:15:39 Main Document Pg
` 8 of 21
`
`
`(collectively, with the Authorized Signatory, the “Authorized Persons”) be and they hereby are
`authorized, empowered and directed to execute and file a Petition on behalf of the Company in
`order to seek relief under chapter 11 of the Bankruptcy Code in the Bankruptcy Court; and it is
`further
`
`
`RESOLVED, that each of the Authorized Persons be and they hereby are
`authorized, empowered and directed, in the name and on behalf of the Company, to execute and
`file all schedules, motions, lists, applications, pleadings, declarations, affidavits and other papers
`as required to accompany the Petition or seek entry of first day orders, and, in connection
`therewith, to employ and retain assistance of legal counsel, accountants, financial advisors and
`other professionals, and to take and perform any and all further acts and deeds that they deem
`necessary, proper or desirable in connection with, or in furtherance of, the Petition or the
`Company chapter 11 case, with a view to the successful prosecution of such case; and it is
`further
`
`
`RESOLVED, that the Company is authorized to employ the law firm of Willkie
`Farr & Gallagher LLP, located at 787 Seventh Avenue, New York, New York 10019, as
`bankruptcy counsel to render legal services to, and to represent, the Company in its chapter 11
`case and in any and all related proceedings, subject to Bankruptcy Court approval; and it is
`further
`
`
`RESOLVED, that the Company is authorized to employ Alvarez & Marsal
`Healthcare Industry Group, LLC, located at 600 Madison Avenue, 8th Floor, New York, New
`York 10022, as restructuring and financial advisors for the Company in its chapter 11 case,
`subject to Bankruptcy Court approval; and it is further
`
`RESOLVED, that the Company is authorized to employ Moelis & Company,
`located at 399 Park Avenue, 5th Floor, New York, New York 10022, as investment banker for
`the Company in its chapter 11 case, subject to Bankruptcy Court approval; and it is further
`
`RESOLVED, that the Company is authorized to employ RSM US LLP, located
`at 379 Thornall Street, 2nd Floor, Edison, New Jersey 08837, as tax advisor for the Company in
`its chapter 11 case, subject to Bankruptcy Court approval; and it is further
`
`
`RESOLVED, that the Company is authorized to employ Prime Clerk LLC,
`located at 830 Third Avenue, 9th Floor, New York, New York 10022, as claims, noticing, and
`solicitation agent for the Company in its chapter 11 case, subject to Bankruptcy Court approval;
`and it is further
`
`RESOLVED, that each of the Authorized Persons be and they hereby are
`authorized, empowered and directed to retain on behalf of the Company such other professionals
`as they deem necessary, appropriate or desirable, upon such terms and conditions as they shall
`approve, to render services to the Company in connection with its chapter 11 case and with
`respect to other related matters in connection therewith, subject to Bankruptcy Court approval, if
`required; and it is further
`
`
`2
`
`Page 8 of 21
`
`Patent Owner Pozen Ex. 2072
`Mylan v. Pozen
`IPR2017-01995
`
`

`

`18-12431 Doc 1 Filed 08/10/18 Entered 08/10/18 02:15:39 Main Document Pg
` 9 of 21
`
`
`RESOLVED, that the form, terms and provisions of (i) that certain Senior
`Secured Super-Priority Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”),
`by and among the Companies, Halton Laboratories LLC, Aralez Pharmaceuticals Trading
`Designated Activity Company and Aralez Pharmaceuticals Holdings Limited, the lenders from
`time to time party thereto and Deerfield Management Company, L.P., as administrative agent
`and as collateral agent (the “DIP Agent”), substantially in the form presented to the Board, with
`such changes therein and additions thereto as the Authorized Person(s) executing the same shall
`approve, the execution thereof by an Authorized Person to be deemed conclusive evidence of
`such approval, whereby the lenders party thereto agree to extend loans to the Companies and
`their debtor U.S. and Irish incorporated affiliates, and (ii) the other Loan Documents (as
`hereinafter defined), including, without limitation, any exhibits, appendices and schedules
`thereto, all transactions contemplated thereby and all actions taken by the Authorized Person(s)
`in connection therewith be, and hereby are, authorized, approved and ratified in all respects with
`such modifications, changes, additions and deletions thereto as may be approved or deemed
`necessary, desirable, convenient, advisable or appropriate by an Authorized Person executing the
`same, the execution thereof by such Authorized Person to be conclusive evidence of such
`approval, necessity, desirability, convenience, advisability or appropriateness; and be it further
`
`RESOLVED, that the execution and delivery of the DIP Credit Agreement and
`the other Loan Documents, and the performance by the Company of its obligations thereunder,
`including the granting, ratification or reaffirmation of any security interest, mortgage or lien, or
`the provision of any guarantee, as applicable, in each case, as contemplated by or in connection
`with the DIP Credit Agreement and the other Loan Documents, hereby are expressly authorized,
`adopted, confirmed, ratified and approved, and such approval is intended to and shall constitute
`all authorization and approval required by the Board; and it is further
`
`RESOLVED, that each of the Authorized Persons be and they hereby are
`authorized to execute, deliver and perform, or cause to be executed, delivered and performed, as
`applicable from time to time, in the name of and on behalf of the Company, the DIP Credit
`Agreement and various other documents, agreements, instruments, questionnaires, papers or
`writings, as such Authorized Person determines are necessary, convenient, advisable, appropriate
`or desirable to effect execution, delivery and performance of the DIP Credit Agreement and the
`transactions contemplated thereunder as intended by these resolutions, including but not limited
`to, any UCC financing statements and other instruments, stock powers, bond powers, unit
`powers, powers of attorney, side letters, notary letters, allonges, waivers, documents, certificates,
`consents, assignments, notices, affidavits, certificates of officers (including secretary’s
`certificates) and other certificates, control agreements, intellectual property grants, guarantees,
`pledge agreements and other pledge documents, security agreements and other security
`documents, ratification agreements and agreements contemplated thereby or executed and
`delivered in connection therewith (collectively, the “Loan Documents”), in each case, with such
`changes, additions, modifications, and terms as the Authorized Person(s) executing the Loan
`Documents shall approve, with such Authorized Person’s execution thereof to be deemed
`conclusive evidence of such approval, and in each case and in connection therewith, with all
`amendments, amendments and restatements, supplements, renewals, extensions, modifications,
`substitutions and replacements thereof and each other agreement now existing or hereafter
`
`3
`
`Page 9 of 21
`
`Patent Owner Pozen Ex. 2072
`Mylan v. Pozen
`IPR2017-01995
`
`

`

`18-12431 Doc 1 Filed 08/10/18 Entered 08/10/18 02:15:39 Main Document Pg
` 10 of 21
`
`
`created providing collateral security for payment or performance of the obligations thereunder;
`and it is further
`
`RESOLVED, that each of the Authorized Persons are hereby authorized, directed
`and empowered, for and on behalf of and in the name of the Company to assign, hypothecate, set
`over, grant security interests in or grant a continuing security interest in, mortgage or pledge any
`or all of the assets and properties of the Company, real, personal or mixed, tangible or intangible,
`now owned or hereafter acquired, and all proceeds of the foregoing, to the DIP Agent as security
`for the obligations under the DIP Credit Agreement and the other Loan Documents; and it is
`further
`
`
`RESOLVED, that to the extent that the approval of the Company in its capacity
`as a stockholder, shareholder, equity holder, managing member, sole member, general partner,
`limited partner or member of any person is required for the Company or any such other person to
`execute, deliver and perform any of its obligations (including the grant of a lien on its assets)
`under the DIP Credit Agreement or the other Loan Documents, the Company hereby consents
`thereto; and it is further
`
`RESOLVED, that the key employee retention plans (the “KERP”), in
`substantially the forms presented to the Board, and the Company’s performance of its obligations
`thereunder are hereby authorized, approved and ratified in all respects, subject to Bankruptcy
`Court approval, and each of the Authorized Persons be, and hereby is, authorized and directed to
`execute and deliver the KERP with such changes, additions and deletions thereto, as such
`Authorized Person deems necessary or advisable, with such Authorized Person’s execution
`thereof to be deemed conclusive evidence of such approval, in each case, subject to Bankruptcy
`Court approval; and be it further
`
`RESOLVED, that each of the Authorized Persons is authorized to make, execute,
`file and deliver any and all consents, certificates, documents, instruments, amendments, papers
`or writings as may be required in connection with or in furtherance of any of the foregoing, and
`to do any and all other acts necessary or desirable to effectuate the foregoing resolutions, the
`execution and delivery thereof by such Authorized Person(s) to be deemed conclusive evidence
`of the approval by the Company of the terms, provisions and conditions thereof; and it is further
`
`RESOLVED, that any and all past actions heretofore lawfully taken by any
`officers, directors, members or any authorized persons acting under similar authority, as the case
`may be, of the Company in the name and on behalf of the Company in furtherance of any or all
`of the preceding resolutions are hereby ratified, confirmed, adopted and approved in all respects;
`and it is further
`
`
`4
`
`Page 10 of 21
`
`Patent Owner Pozen Ex. 2072
`Mylan v. Pozen
`IPR2017-01995
`
`

`

`18-12431 Doc 1 Filed 08/10/18 Entered 08/10/18 02:15:39 Main Document Pg
` 11 of 21
`
`
`OMNIBUS RESOLUTION
`
`RESOLVED FURTHER, that the Authorized Persons be, and each of them
`
`hereby is, authorized and directed, in the name and on behalf of the Company, to do and perform all
`such further acts and things, to execute and/or deliver, and, where necessary or appropriate, file with
`the appropriate governmental authorities, all such certificates, agreements, documents, instruments,
`instruments of transfer, receipts and other papers, and to make all such payments and to pay all such
`taxes and assessments, as any one or more of them, in their sole discretion, shall approve or deem to
`be necessary or appropriate in order to carry out, comply with and effectuate the restructuring of the
`Company, the foregoing resolutions and the transactions contemplated thereby, the taking of such
`actions to be conclusive evidence of the necessity or appropriateness thereof.
`
`
`
`
`
`
`
`[Signature page to follow]
`
`5
`
`Page 11 of 21
`
`Patent Owner Pozen Ex. 2072
`Mylan v. Pozen
`IPR2017-01995
`
`

`

`18-12431 Doc 1 Filed 08/10/18 Entered 08/10/18 02:15:39 Main Document Pg
` 12 of 21
`
`
`
`
`IN WITNESS WHEREOF, the undersigned directors of each Company have duly
`executed this Omnibus Written Consent as of the date first written above.
`
`
`
`
`
`
`ARALEZ PHARMACEUTICALS
`MANAGEMENT INC.
`
`
`/s/ Adrian Adams
`Adrian Adams
`
`
`
`
`
`
`
`
`
`ARALEZ PHARMACEUTICALS R&D INC.
`ARALEZ PHARMACEUTICALS US INC.
`POZEN INC.
`
`
`/s/ Andrew I. Koven
`Andrew I. Koven
`
`
`
`
`
`[Signature Page to Omnibus Board Resolutions]
`
`Page 12 of 21
`
`Patent Owner Pozen Ex. 2072
`Mylan v. Pozen
`IPR2017-01995
`
`

`

`18-12431 Doc 1 Filed 08/10/18 Entered 08/10/18 02:15:39 Main Document Pg
` 13 of 21
`
`
`Schedule I
`
`Aralez Pharmaceuticals Management Inc.
`Aralez Pharmaceuticals R&D Inc.
`Aralez Pharmaceuticals US Inc.
`POZEN Inc.
`
`
`
`
`
`
`
`
`Page 13 of 21
`
`Patent Owner Pozen Ex. 2072
`Mylan v. Pozen
`IPR2017-01995
`
`

`

`18-12431 Doc 1 Filed 08/10/18 Entered 08/10/18 02:15:39 Main Document Pg
` 14 of 21
`
`
`UNITED STATES BANKRUPTCY COURT
`SOUTHERN DISTRICT OF NEW YORK
`-------------------------------------------------------x
`In re:
`:
`
`:
`POZEN Inc.,
`:
`
`:
`:
`Debtor.
`-------------------------------------------------------x
`
`
`Chapter 11
`
`Case No. 18-__________ ( )
`
`(Joint Administration Pending)
`
`CONSOLIDATED LIST OF CREDITORS
`HOLDING THE 30 LARGEST UNSECURED CLAIMS
`
`Set forth below is the list of creditors that hold, based upon information presently
`available and belief, the thirty largest unsecured claims against POZEN Inc. and its affiliated
`debtors and debtors in possession (collectively, the “Debtors”). This list has been prepared
`based upon the books and records of the Debtors. The Top 30 List was prepared in accordance
`with Rule 1007(d) of the Federal Rules of Bankruptcy Procedure for filing in the Debtors’
`chapter 11 cases. The Top 30 List does not include: (1) persons who come within the definition
`of an “insider” as set forth in 11 U.S.C. § 101(31); or (2) secured creditors, including those
`creditors with a right to setoff under applicable law, unless the value of the collateral (or amount
`entitled to be offset) is such that the unsecured deficiency places the creditor among the holders
`of the thirty (30) largest unsecured claims. The information presented in the Top 30 List shall
`not constitute an admission by, nor is it binding on, the Debtors. The information presented
`herein, including, without limitation: (a) the failure of the Debtors to list any claim as contingent,
`unliquidated, disputed or subject to a setoff; or (b) the listing of any claim as unsecured, does not
`constitute an admission by the Debtors that the secured lenders listed hold any deficiency claims,
`nor does it constitute a waiver of the Debtors’ rights to contest the validity, priority, nature,
`characterization, and/or amount of any claim.
`
`
`[List appears on next page]
`
`Page 14 of 21
`
`Patent Owner Pozen Ex. 2072
`Mylan v. Pozen
`IPR2017-01995
`
`

`

`18-12431 Doc 1 Filed 08/10/18 Entered 08/10/18 02:15:39 Main Document Pg
` 15 of 21
`
`
`
`Fill in this information to identify the case:
`
`Debtor name: Aralez Pharmaceuticals US Inc., et al.
`
`United States Bankruptcy Court for the: Southern
`
`Case number (if known): 18-
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`District of New York
`(State)
`
`(cid:31) Check if this is an
`amended filing
`
`Official Form 204
`Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30
`Largest Unsecured Claims and Are Not Insiders
`12/15
`A list of creditors holding the 30 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims
`which the debtor disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31).
`Also, do not include claims by secured creditors, unless the unsecured claim resulting from inadequate collateral value
`places the creditor among the holders of the 30 largest unsecured claims.
`
`Name of creditor and
`complete mailing address,
`including zip code
`
`Name, telephone number, and email
`address of creditor contact
`
`Nature of
`the claim
`(for
`example,
`trade debts,
`bank loans,
`professional
`services,
`and
`government
`contracts)
`
`Trade
`Payable
`
`Trade
`Payable
`
`Indicate if
`claim is
`contingent,
`unliquidated,
`or disputed
`
`Amount of unsecured claim
`If the claim is fully unsecured, fill in only
`unsecured claim amount. If claim is partially
`secured, fill in total claim amount and
`deduction for value of collateral or setoff to
`calculate unsecured claim.
`
`Total
`claim, if
`partially
`secured
`
`Deduction
`for value of
`collateral
`or setoff
`
`Unsecured claim
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`$14,000,000.00
`
`$486,529.55
`
`$111,662.03
`
`AstraZeneca AB
`Forskargatan 18
`SE-151 85 Sodertalje
`Sweden, 151 85
`Sweden
`
`William Mongan
`VP, Product Development
`
`EMAIL:
`william.mongan@astrazeneca.com
`
`Mariam Koohdary
`Deputy General Counsel
`
`EMAIL:
`mariam.koohdary@astrazeneca.com
`
`GHG Summit LLC
`PO Box 783346
`Philadelphia, PA
`19178-3346
`United States
`
`Jessica Schaffer
`
`PHONE: 973-352-1022
`EMAIL:
`jessica.schaffer@ogilvy.com
`
`Healix Inc.
`PO Box 74008223
`Chicago, IL 60674-8223
`United States
`
`Kristina Meissner
`
`PHONE: 402 965-4860
`EMAIL:
`Kristina.Meissner@interpublic.com
`
`Trade
`Payable
`
`1
`
`2
`
`3
`
`Official Form 204
`
`Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 30 Largest Unsecured Claims
`
`page 1
`
`Page 15 of 21
`
`Patent Owner Pozen Ex. 2072
`Mylan v. Pozen
`IPR2017-01995
`
`

`

`18-12431 Doc 1 Filed 08/10/18 Entered 08/10/18 02:15:39 Main Document Pg
` 16 of 21
`
`
`
`Name of creditor and
`complete mailing address,
`including zip code
`
`Name, telephone number, and email
`address of creditor contact
`
`Nature of
`the claim
`(for
`example,
`trade debts,
`bank loans,
`professional
`services,
`and
`government
`contracts)
`
`Indicate if
`claim is
`contingent,
`unliquidated,
`or disputed
`
`Amount of unsecured claim
`If the claim is fully unsecured, fill in only
`unsecured claim amount. If claim is partially
`secured, fill in total claim amount and
`deduction for value of collateral or setoff to
`calculate unsecured claim.
`
`Total
`claim, if
`partially
`secured
`
`Deduction
`for value of
`collateral
`or setoff
`
`Unsecured claim
`
`4
`
`MSD Ireland Brinny
`Brinny, Innishannon
`Cork, Ireland
`
`Maureen Butler
`
`EMAIL:
`maureen.butler@merck.com
`
`Trade
`Payable
`
`5 Employee 1 Severance
`
`
`
`Severance
`
`
`
`
`
`
`
`
`
`Patheon
`Pharmaceuticals Inc.
`2110 E. Galbraith Rd.
`Cincinn