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`Case 2:15—cv—01455-WCB Document 547-1 Filed 11/21/17 Page 1 of 17 PageID #: 26488
`
`EXHIBIT B
`
`EXHIBIT B
` REDACTED
`
`REDACTED
`
`

`

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`Case 2:15—cv—01455-WCB Document 547-1 Filed 11/21/17 Page 2 of 17 PageID #: 26489
`
`HECUTION VERSION
`
`Patent Assignment Agreement
`
`THIS PATENT ASSIGNMENT AGREEMENT is entered into as of September 8, 2017
`("Effective Date”) by and between Allergan, Inc. a Delaware corporation ('Assignor"). and
`Saint Regis Mohawk Tribe, a federally recognized sovereign Native American Tribe
`('Assignee'). Each ofAssignor and Assignee are referred to herein as a "Party" and,
`collectively, they are referred to herein as the "Parties”.
`
`WHEREAS, Assignor is the sole and exclusive owner of the US. Patents and pending patent
`applications identified in Exhibit A (the ”Assigned Patents”); and
`
`WHEREAS, Assignee desires to acquire all rights, title and interest in and to the Assigned
`Patents;
`
`NOW, THEREFORE, the parties agree as follows:
`
`1. Assignment. Be it known that for good and valuable consideration, the receipt and
`sufficiency of which is hereby acknowledged, and subject to the encumbrances
`identified herein, Assignor hereby irrevocably conveys, transfers, and assigns to
`Assignee, and Assignee hereby accepts, all of Assignor's right, title, perogatives,
`benefits, and interest in and to the following:
`
`(a) the Assigned Patents: and
`
`(b) all rights, including any ownership claims or beneficial
`rights, of any kind whatsoever of Assignor that have
`accrued, or that may accrue now or in the future, under any
`of the Assigned Patents provided by applicable law of any
`jurisdiction, by international treaties and conventions, and
`otherwise throughout the world (“Other Rights"); provided
`that such Other Rights excludes any license or agreement
`entered into by the Parties on or after the Effective Date.
`
`2. Representations and Warranties of Assignor. Assignor hereby represents and
`warrants to Assignee, as of the date hereof, that:
`
`a. Assignor has all requisite power and authority, corporate or otherwise. to
`execute, deliver, and perform this Patent Assignment Agreement.
`
`b. The execution and delivery of this Patent Assignment Agreement and the
`performance by Assignor of the transactions contemplated hereby have been
`duly authorized by all necessary corporate action, and do not violate: (a) in
`any material respect, any agreement. instrument, or contractual obligation to
`which Assignor is bound; (b) any requirement of any Applicable Law; or
`(c) any order, writ, judgment, injunction, decree, determination. or award of
`any court or Governmental Entity presently in effect applicable to Assignor.
`
`1
`
`q- Q,’7 flf/é/H’
`
`CONFIDENTIAL
`
`AGN_RES1 158842
`
`

`

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`Case 2:15—cv-01455—WCB Document 547-1 Filed 11/21/17 Page 3 of 17 PagelD #: 26490
`
`HECUTION VERSION
`
`c. This Patent Assignment Agreement is a legal, valid. and binding obligation of
`Assignor enforceable against it in accordance with its terms and conditions,
`subject to the effects of bankruptcy, insolvency, or other laws of general
`application affecting the enforcement of creditor rights, judicial principles
`affecting the availability ofSpecific performance, and general principles of
`equity (whether enforceability is considered a proceeding at law or equity).
`
`d. Assignor is the sole and exclusive owner of the Assigned Patents.
`
`3. Encumbrances.
`
`a. Prior to the execution ofthis Assignment, Assignor and/or its affiliates have
`entered into certain settlement agreements and convenants not to sue
`["SettlementAgreements") with certain third parties (”Settlement
`Parties") regarding one or more ofthe Assigned Patents in which license
`rights under the Assigned Patents were granted to the Settlement Parties and
`their affiliates and/or successors. The Settlement Agreements are set forth
`on Schedule 3a.
`
`b. For the avoidance of doubt, the Parties individually and mutually agree that
`this assignment of the Assigned Patents does not assign any Settlement
`
`Agreement to Assignee.
`
`
`4. Representations and Warranties of Assignee.
`
`a. Assignee has all requisite power and authority, corporate or otherwise, to
`execute, deliver, and perform this Patent Assignment Agreement
`
`b. The execution and delivery ofthis Patent Assignment Agreement and the
`performance by Assignee of the transactions contemplated hereby have been
`duly authorized by all necessary tribal action, and do not violate: (a) in any
`material respect, any agreement, instrument, or contractual obligation to
`which such Assignee is bound; (b) any requirement ofany Applicable Law; or
`
`2
`
`CONFIDENTIAL
`
`AGN_RES1 158843
`
`, W7 /”
`23 flow/6
`
`

`

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`Case 2:15—cv—01455-WCB Document 547-1 Filed 11/21/17 Page 4 of 17 PageiD #: 26491
`
`HECUTION VEIGION
`
`(c) any order, writ, judgment, injunction. decree. determination, or award of
`any court or Governmental Entity presently in effect applicable to Assignee.
`
`c. This Patent Assignment Agreement is a legal, valid, and binding obligation of
`Assignee enforceable against it in accordance with its terms and conditions,
`subject to the effects of bankruptcy, insolvency, or other laws of general
`application affecting the enforcement of creditor rights, judicial principles
`affecting the availability of specific performance, and general principles of
`equity (whether enforceability is considered a proceeding at law or equity).
`
`5. Confidentiality and Non—Disclosure
`
`3. Confidentiality Obligations. At all times until the later of: expiration or
`invalidation of the Assigned Patents or for a period of fifteen (15) years
`thereafter, each Party shall, and shall cause its officers. directors. employees
`and agents (including outside counsel and consultants] to, keep confidential
`and not publish or othemise disclose to a Third Party and not use, directly or
`indirectly, for any purpose, any Confidential information furnished or
`otherwise made known to it. directly or indirectly. by the other Party, except
`to the extent such disclosure or use is expressly permitted by the terms of
`this Patent Assignment Agreement or is necessary or reasonably useful for
`the performance of, or the exercise of such Party's rights under, this Patent
`Assignment Agreement.
`
`b. “Confidential information" means any technical, business, or other
`information provided by or on behalf of one Party to the other Party in
`connection with this Agreement, whether prior to, on, or after the Effective
`Date, including any information relating to the terms of this Patent
`Assignment Agreement and any proceeding or claim pertaining to the
`Assigned Patents, any development or commercialization of any product
`covered or claimed by the Assigned Patents. Notwithstanding the foregoing,
`the terms of this Agreement shall be deemed to be the Confidential
`information of both Parties and both Parties shall be deemed to be the
`
`receiving Party and the disclosing Party with respect thereto.
`
`c Exceptions Notwithstanding Section 5(a), the confidentiality and non-use
`obligations under Section 5(a) with respect to any Confidential information
`shall not include any information that:
`
`i.
`
`is or hereafter becomes part of the public domain by public use,
`publication, general knowledge or the like through no fault of the
`receiving Party in breach of this Agreement;
`
`ii. can be demonstrated by documentation or other competent proof to
`have been in the receiving Party’s (or its affiliates'] possession prior
`to disclosure by the disclosing Party without any obligation of
`confidentiality with respect to such information;
`
`3
`
`CriFr'Wflfif/g/H
`
`CONFIDENTIAL
`
`AGN_RES1 158844
`
`

`

`Case 2:15-cv-01455-WCB Document 547-1 Filed 11/21/17 Page 5 of 17 PageID #: 26492
`Case 2:15-cv-01455—WCB Document 547-1 Filed 11/21/17 Page 5 of 17 PageID #: 26492
`
`EXECUTION VERSION
`
`iii.
`
`is subsequently received by the receiving Party on a non-confidential
`basis from a Third Party who is not bound by any obligation of
`confidentiality with respect to such information;
`
`iv. has been published by a Third Party or otherwise enters the public
`domain through no fault of the receiving Party in breach ofthis
`Agreement; or
`
`v. can be demonstrated by documentation or other competent evidence
`to have been independently developed by or for the receiving Party
`without reference to the disclosing Party's Confidential Information.
`
`Specific aspects or details of Confidential information shall not be deemed to
`be within the public domain or in the possession of the receiving Party
`merely because the Confidential Information is embraced by more general
`information in the public domain or in the possession of the receiving Party.
`Further, any combination of Confidential information shall not be considered
`in the public domain or in the possession of the receiving Party merely
`because individual elements ofsuch Confidential information are in the
`
`public domain or in the possession of the receiving Party unless the
`combination and its principles are in the public domain or in the possession
`of the receiving Party.
`
`d. Mutual Permitted Disclosures. Each Party may disclose Confidential
`Information to the extent that such disclosure is:
`
`i. made in response to a valid order ofa court of competent jurisdiction
`or other Governmental Entity or, if in the reasonable opinion of the
`receiving Party‘s legal counsel, such disclosure is otherwise required
`by Applicable Law, including by reason of filing with securities
`regulators; provided, however, that the receiving Party shall first have
`given notice to the disclosing Party and given the disclosing Party a
`reasonable opportunity to quash such order or to obtain a protective
`order or confidential treatment order requiring that the Confidential
`information and documents that are the subject of such order or are
`required by Applicable Law to be disclosed, as applicable, be held in
`confidence by such court or agency or, if disclosed, be used only for
`the purposes for which the order was issued or the disclosure was
`required by Applicable Law, as applicable; and provided, further, that
`the Confidential information disclosed in response to such court or
`governmental order shall be limited to that information that is legally
`required to be disclosed in response to such court or governmental
`order; or
`
`ii. made by or on behalfofthe receiving Party or any of its affiliates to its
`or their attorneys, auditors, advisors, consultants, contractors or any
`
`4
`
`(ii/'7 fifli/W
`(“new
`
`CONFIDENTIAL
`
`AGN_RES1 158845
`
`

`

`Case 2:15-cv-01455-WCB Document 547-1 Filed 11/21/17 Page 6 of 17 PageID #: 26493
`Case 2:15—cv—01455-WCB Document 547-1 Filed 11/21/17 Page 6 of 17 PageID #: 26493
`
`EXECUTION VEIUION
`
`Governmental Entities or other Third Parties for use by such Person
`as may be necessary or reasonably useful in connection with the
`performance of the receiving Party's obligations hereunder or
`exercising the rights and licenses of the receiving Party hereunder;
`provided, however, that such persons (excluding any Governmental
`Entity) shall be subject to obligations of confidentiality and non-use
`with respect to such Confidential Information substantially similar to
`the obligations of confidentiality and non-use pursuant to this
`Section 5, either by written agreement or through professional
`responsibility standards.
`
`6. Recordation and Further Actions.
`
`3. The provisions of Section 5 notwithstanding, Assignor is hereby expressly
`authorized to record and register a summary of this Patent Assignment upon
`request by Assignee or its licensee with the Commissioner for Patents in the
`United States Patent and Trademark Office. Following the date hereof,
`Assignor shall take such steps and actions, and provide such cooperation and
`assistance to Assignee and its successors, assigns, and legal representatives,
`including the execution and delivery of any affidavits, declarations, oaths,
`exhibits, assignments, powers of attorney, or other documents, as may be
`necessary to effect, evidence, or perfect the assignment of the Assigned
`Patents to Assignee, or any assignee or successor thereto.
`
`b. Assignor covenants and agrees that it will, at any time upon ‘request of
`Assignee, without cost or further compensation, execute and deliver any and
`all papers or instruments that. in the reasonable opinion of the Assignee, may
`be necessary or desirable to secure said Assignee the full enjoyment of the
`rights and properties herein conveyed or intended to be conveyed by this
`instrument. subject to the encumbrances identified above.
`
`7. Severability. if any provision of this Patent Assignment Agreement is held to be
`illegal, invalid, or unenforceable under any present or future law, and if the rights or
`obligations of either Party under this Patent Assignment Agreement will not be
`materially and adversely affected thereby, (a) such provision shall be fully
`severable, (b) this Patent Assignment Agreement shall be construed and enforced as
`If such illegal, invalid, or unenforceable provision had never comprised a part
`hereof, (c) the remaining provisions of this Patent Assignment Agreement shall
`remain in full force and effect and shall not be affected by the illegal, invalid, or
`unenforceable provision or by its severance herefrom, and (d) in lieu of such illegal,
`invalid, or unenforceable provision, there shall be added automatically as a part of
`this Patent Assignment Agreement a legal. valid, and enforceable provision as
`similar in terms to such illegal, invalid, or unenforceable provision as may be
`possible and reasonably acceptable to the Parties. To the fullest extent permitted by
`Applicable Law. each Party hereby waives any provision of law that would render
`any provision hereof illegal, invalid, or unenforceable in any respect.
`
`5
`
`9%
`(34,11
`hag/24b
`
`CONFIDENTIAL
`
`AGN_RES1 158846
`
`

`

`Case 2:15-cv-01455-WCB Document 547-1 Filed 11/21/17 Page 7 of 17 PageID #: 26494
`Case 2:15—cv-01455—WCB Document 547-1 Filed 11/21/17 Page 7 of 17 PageID #: 26494
`
`HECUTION VERSION
`
`8. Counterparts. This Patent Assignment Agreement may be executed in two or more
`counterparts, each of which shall be deemed an original, but all of which together
`shall constitute one and the same agreement. This Patent Assignment Agreement
`may be executed by facsimile or electronically transmitted signatures and such
`electronically delivered signatures shall be deemed to have the same legal effect as
`delivery of an original signed copy of this Patent Assignment Agreement.
`
`9. Governing Law and Service; Venue.
`
`a. Governing Law. This Patent Assignment shall be governed by and
`construed in accordance with the laws of the State of New York, excluding
`any conflicts or choice of law rule or principle that might otherwise refer
`construction or interpretation of this Agreement to the substantive law of
`another jurisdiction.
`
`b. Venue. Without limiting Section 12(b), Section 12(d) or Assignor's rights
`under Section 11, each Party (a) irrevocably submits to the sole and exclusive
`personal jurisdiction of the New York Federal Courts (as defined in Section
`12(b)) and New York State Courts (as defined in Section 12(b)], generally
`and unconditionally, with respect to any action, suit, arbitration, legal
`process, investigation, claim, proceeding (including enforcement
`proceeding), demand or other similar dispute or dispute resolution method
`(whether federal, state, local or tribal) (each, an ”Action") brought by it or
`against it by the other Party; provided that such Action must first be brought
`in New York Federal Courts and only if New York Federal Courts do not have
`jurisdiction such Party shall bring such Action in New York State Courts, and
`(b) waives, to the fullest extent it may effectively do so, any objection,
`including any objection to the laying of venue or based on the grounds of
`forum non conveniens or any right ofobjection to jurisdiction on account of
`its place of incorporation or domicile, which it may now or hereafter have to
`the bringing of any such Action in any New York Federal Court or New York
`State Court.
`
`c. Service. Each Party further agrees that service of any process, summons,
`notice or document by registered mail to its address set forth in
`Section 10(b) shall be effective service of process for any Action brought
`against it under this Patent Assignment Agreement in any such court.
`
`10. Notices.
`
`a. Notice Requirements. Any notice, request, demand, waiver, consent,
`approval, or other communication permitted or required under this Patent
`Assignment Agreement shall be in writing, shall refer specifically to this
`Patent Assignment Agreement and shall be deemed given only if delivered by
`hand or by internationally recognized overnight delivery service that
`maintains records of delivery, addressed to the applicable Party at its
`
`CONFIDENTIAL
`
`6
`
`a,”
`fl/mgd/
`
`W”
`
`AGN_RES1 158847
`
`

`

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`Case 2:15—cv-01455—WCB Document 547-1 Filed 11/21/17 Page 8 of 17 PagelD #: 26495
`
`HECUTION VERSION
`
`respective address specified in Section 10(b) or to such other address as the
`Party to whom notice is to be given may have provided to the other Party in
`accordance with this Section 10. Such notice shall be deemed to have been
`
`given as of the date delivered by hand or transmitted by facsimile [with
`transmission confirmed) or on the second business day (at the place of
`delivery] after deposit with an internationally recognized overnight delivery
`service. Any notice delivered by facsimile shall be confirmed by a hard copy
`delivered as soon as practicable thereafter.
`
`b. Address for Notice.
`
`lfto Assignor, to:
`
`lfto Assignee, to:
`
`Allergan, Inc.
`Morris Corporate Center III
`400 lnterpace Parkway
`Parsippany, New Jersey 07054
`Attention: General Counsel
`
`Saint Regis Mohawk Tribe
`412 State Route 37,
`Akwesasne, NY 13655
`Attention: Dale White, Esq.
`General Counsel
`
`Facsimile: [862) 261-7923
`
`Telephone: 518.358.2272
`Email: dale.white@srmt-nsn.gov
`
`11. Dispute Resolution.
`
`
`
`12. Limited Waiver of Sovereign Immunity; Waiver of Tribal Courts and Forums.
`
`3. Limited Waiver of Sovereign Immunity. Neither Assignee nor any
`company, corporation, enterprise, authority, division, subdivision, branch or
`other agency, instrumentality or other government component of Assignee
`(each ofthe foregoing, including Assignee, a "Tribal Party") consents to any
`Action except that Assignee, on behalfof itselfand each other Tribal Party,
`
`7
`
`CONFIDENTIAL
`
`AGN_RES1 158848
`
`

`

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`Case 2:15—cv—01455-WCB Document 547-1 Filed 11/21/17 Page 9 of 17 PageID #: 26496
`
`EXECUTION VERSION
`
`expressly and irrevocably waives its and their sovereign immunity (and any
`defense based thereon) from any Action under. in connection with, or
`relating to or arising out of this Patent Assignment Agreement. including the
`performance of, or the exercise of any rights under, this Patent Assignment
`Agreement, subject to the following conditions:
`
`i.
`
`the waiver is expressly limited to Actions brought by Assignor or its
`affiliates or its or their respective successors and permitted assigns
`(collectively, the "Grantees") against Assignee or any other Tribal
`Party with respect to the Transaction Documents and the
`Transactions;
`
`ii. any Action is commenced within three years after the occurrence of
`the facts that are the primary basis ofthe Action, or iflater, three
`years from the date those facts reasonably should have been
`discovered by the Grantee bringing the Action;
`
`iii.
`
`this limited waiver ofsovereign immunity commences on the date
`hereof and continues until the date that is the sixth anniversary of the
`date hereof, provided, however, such limited waiver remains effective
`for any Action pending on the sixth anniversary ofthe date hereof, all
`appeals therefrom and during the enforcement of any judgments
`resulting therefrom;
`
`iv. any Action shall only be to (A) interpret or enforce the provisions of
`this Patent Assignment Agreement. (B) award any damages or other
`relief in connection with any breach of a this Patent Assignment
`Agreement or any anticipated breach thereof, (C) enforce and execute
`any order, judgment or ruling resulting from such an Action
`[including any other award), or (iv) enforce any rights under the
`Indian Civil Rights Act, 25 U.S.C. § 1301 et seq.;
`
`v. each Action may seek all available legal and equitable remedies.
`including the right to specific performance, money damages and
`injunctive or declaratory relief: and
`
`vi. no order, judgment, ruling or other remedies related to an Action may
`be enforced against (A) any real property and interests therein,
`including fixtures constituting real property, of a Tribal Party, (8) any
`asset of a Tribal Party against which it would be a violation of federal
`law or state law or any state or federal grant program to enforce
`remedies, (C) any assets belonging to individual members of Assignee,
`or (D) any assets that constitute ”Recourse Assets“ or any funds held
`in the 'Exclusivity Contribution Reserve Account”, in each case as such
`terms are defined in that certain Credit Agreement dated as of
`December 28. 2016, among Assignee, certain of its direct and indirect
`
`CONFIDENTIAL
`
`61-947 g/é/H
`C/mfl/
`
`AGN_RES1 158849
`
`

`

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`Case 2:15-cv—01455-WCB Document 547-1 Filed 11/21/17 Page 10 of 17 PageID #: 26497
`
`MCUTION VERSION
`
`subsidiaries and KeyBank National Association, as amended, restated,
`supplemented or replaced from time to time (collectively, the assets
`described in the foregoing subclauses (i)-(iv) are herein referred to as
`"Protected Assets“).
`
`b. Consent to jurisdiction of New York Courts. Subject to Sections 12(a] and
`120) and without limiting Section 11(3), Assignee irrevocably and
`unconditionally submits, for itself, each other Tribal Party, and its and their
`respective property, to the exclusive jurisdiction of the United States District
`Court for the Southern District of New York, and any appellate court to which
`any appeals therefrom are available (collectively. the “New York Federal
`Courts"), or if those courts lack or decline jurisdiction over the action, then
`the Commercial Division of the courts of the State of New York sitting in the
`Borough of Manhattan in New York, New York, and any appellate court to
`which any appeals therefrom are available (collectively, the "New York State
`Courts"), in any Action under, in connection with, or relating to or arising out
`of this Patent Assignment Agreement or the transactions contemplated
`hereby, or for recognition or enforcement of any judgment or order, and
`Assignee [on behalf of itself and each other Tribal Party) and each Grantee
`irrevocably and unconditionally agrees that all claims in respect of any such
`Action may be heard and determined in such court. Assignee, on behalf of
`itself and each other Tribal Party, agrees that a final judgment in any such
`Action may be enforced by any court of competent jurisdiction and that any
`government or Governmental Entity that has the right and duty under
`Applicable Law may take any and all actioh authorized or ordered by any
`court of competent jurisdiction, including'entering the real property of
`Assignee, in giving effect to any judgment entered.
`
`c. Waiver of Exhaustion of Tribal Remedies. Assignee, on behalf of itself and
`each other Tribal Party, expressly waives, to the fullest extent it may legally
`and effectively do so, any right it may otherwise have to require any Action
`be considered or heard first in any tribal court or forum of Assignee or any
`other Tribal Party, now or hereafter existing. whether because of the
`doctrine of exhaustion of tribal remedies or as a matter of comity or
`abstention.
`
`d. Venue. Assignee, on behalf of itself and each other Tribal Party, irrevocably
`and unconditionally waives, to the fullest extent it may legally and effectively
`do so, any objection that it may now or hereafter have to the laying of venue
`ofany Action under, in connection with, or relating to or arising out ofthis
`Patent Assignment Agreement or the transactions contemplated hereby in
`any New York Federal Court or New York State Court. Assignee, on behalf of
`itself and each other Tribal Party, irrevocably waives, to the fullest extent
`permitted by Applicable Law, the defense of an inconvenient forum to the
`maintenance of such Action in any such court.
`
`9
`
`$9”?
`
`614'
`Effie
`
`CONFIDENTIAL
`
`AGN_RES1 158850
`
`

`

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`Case 2:15-cv—01455-WCB Document 547-1 Filed 11/21/17 Page 11 of 17 PageID #: 26498
`
`Dt’ECUTION VERSION
`
`e. Service of Process. Assignee, on behalf of itself and each other Tribal Party,
`irrevocably consents to service of process made to its General Counsel at the
`address and in the manner specified in Section 12. Nothing in any
`Transaction Document will affect the right of any Party hereto to serve
`process in any other manner permitted by Applicable Law.
`
`f. Enforcement of Judgments. For the purposes of this Patent Assignment
`Agreement, each of the Parties agrees that a final judgment in any Action
`shall be conclusive and may be enforced in other jurisdictions by suit on the
`judgment or in any other manner provided by Applicable Law.
`
`g. Law Governing Waiver of Sovereign Immunity. etc. All Parties agree that
`any Dispute arising under the provisions hereof shall be resolved pursuant to
`the law specified in Section 9(3).
`
`h. Further Agreements Relating to the Limited Waiver of Sovereign
`immunity. Assignee, on behalf of itself and each other Tribal Party. agrees
`that the limited waiver of sovereign immunity and other waivers described
`in this section are irrevocable and agrees not to revoke or further limit, in
`whole or in part, the limited waiver of sovereign immunity or the waivers
`described in this section or in any way attempt to revoke or further limit, in
`whole or in part, such limited waiver of sovereign immunity. If Assignee or
`any other Tribal Party (A) revokes, further limits or attempts to revoke or
`further limit the limited waiver of sovereign immunity described in this
`section, (8) takes any action which is inconsistent with the waivers described
`in this section, or (C) fails to submit to the jurisdiction of the courts as
`described in this section, Assignee, on behalf of itself and each other Tribal
`Party. consents to the entry of appropriate injunctive relief, consistent with
`the terms and conditions of this Patent Assignment Agreement.
`
`i. No Other Waivers of Sovereign Immunity. Assignee represents that it has
`not and will not waive its or any other Tribal Party's sovereign immunity in
`relation to any interpanes review or any other proceeding in the United States
`Patent & Trademark Office or any administrative proceeding that may be
`filed for the purpose of invalidating or rendering unenforceable any Assigned
`Patents. For purposes of this Patent Assignment Agreement. no provision of
`this Patent Assignment Agreement should be interpreted to constitute a
`waiver of Assignee's or any other Tribal Party's sovereign immunity as to any
`inter partes review or similar proceedings.
`
`I
`i
`
`13. Entire Agreement; Amendments. This Patent Assignment Agreement. together
`with the Exhibit attached hereto, sets forth and constitutes the entire agreement and
`understanding between the Parties with respect to the subject matter hereof and all
`prior agreements, understandings, promises, and representations. whether written
`or oral, with respect thereto are superseded hereby. Each Party confirms that it is
`not relying on any representations or warranties of the other Party except as
`
`10
`
`M/fl/H
`
`CONFIDENTIAL
`
`AGN_RES1 158851
`
`

`

`Case 2:15-cv-01455-WCB Document 547-1 Filed 11/21/17 Page 12 of 17 PageID #: 26499
`Case 2:15-cv-01455-WCB Document 547-1 Filed 11/21/17 Page 12 of 17 PageID #: 26499
`
`HECUTION VERSION
`
`specifically Set forth in this Agreement. No amendment, modification, release, or
`discharge of any term or condition of this Agreement shall be binding on the Parties
`unless in writing and duly executed by an authorized representative of each Party.
`
`[SIGNATURE PAGE FOLLOWS]
`
`u
`
`.7 M
`
`CONFIDENTIAL
`
`AGN_RES1 158852
`
`

`

`Case 2:15-cv-01455-WCB Document 547-1 Filed 11/21/17 Page 13 of 17 PageID #: 26500
`Case 2:15-cv—01455-WCB Document 547-1 Filed 11/21/17 Page 13 of 17 PageID #: 26500
`
`IN WITNESS WH EREOF, Assignor and Assignee have duly executed and delivered this
`Patent Assignment as of the Effective Date.
`
`Allergan, Inc.
`
`Signature:
`
`Name and Title:Went——
`
`Date:
`
`AGREED TO AND ACCEPTED:
`
`SAINT REGIS MOHAWK TRIBE
`
`i
`
`Eric Thompson. Tribal Chief
`Q’s).. I '2'
`
`Date:
`
` Beverly Cook
`
`ribaI Chief
`Data—Jim.—
`By:
`A 2% 4 :3 “1
`
`ichael Conners, Tribal Chief
`
`Date:__9;&fl—
`
`12
`
`6‘19” fig? ¥
`Effl
`
`CONFIDENTIAL
`
`AGN_RES1 158853
`
`

`

`Case 2:15-cv-01455-WCB Document 547-1 Filed 11/21/17 Page 14 of 17 PageID #: 26501
`Case 2:15-cv—01455-WCB Document 547-1 Filed 11/21/17 Page 14 of 17 PageID #: 26501
`
`DIECUTION VERSION
`
`Exhibit A
`
`Assigned Patents
`
`
`
`
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`
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`—-—_-—
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`
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`
`
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`
`13
`
`qkflfflég
`
`CONFIDENTIAL
`
`AGN_RES1 158854
`
`

`

`Case 2:15-cv-01455-WCB Document 547-1 Filed 11/21/17 Page 15 of 17 PageID #: 26502
`Case 2:15-cv—01455-WCB Document 547-1 Filed 11/21/17 Page 15 of 17 PageID #: 26502
`
`EXECUTION VEIEION
`
`___—_—
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`___—_—
`___—_—
`
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`
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`
`14
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`@447! M?
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`
`CONFIDENTIAL
`
`AGN_RES1 158855
`
`

`

`Case 2:15-cv-01455-WCB Document 547-1 Filed 11/21/17 Page 16 of 17 PageID #: 26503
`Case 2:15-cv—01455-WCB Document 547-1 Filed 11/21/17 Page 16 of 17 PageID #: 26503
`
`HEMION VERSION
`
`——————
`--————
`_——__—
`-—_———
`_—————
`
`-—_——
`
`us ———_—
`*
`
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`
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`6/ fl“
`
`CONFIDENTIAL
`
`AGN_RES1 158856
`
`

`

`Case 2:15-cv-01455-WCB Document 547-1 Filed 11/21/17 Page 17 of 17 PageID #: 26504
`Case 2:15—cv-01455-WCB Document 547-1 Filed 11/21/17 Page 17 of 17 PageID #: 26504
`
`EXECUTION VERSION
`
`Schedule 32
`
`Settlement Agreements
`
`1. Settlement and License Agreement between Allergan, Inc. and Apotex, Inc. and
`Apotex Corp., dated December 15, 2015.
`
`2. Settlement and License Agreement between Allergan, Inc. and Argentum
`Pharmaceuticals LLC and KVK-Tech. Inc, dated December 7, 2016.
`
`3. Settlement and License Agreement between Allergan, Inc. and Ni Pharmaceuticals,
`Inc. and Ni Pharmaceuticals USA, Inc, dated January II. 2017.
`
`4. Settlement and License Agreement between Allergan, Inc. and Famy Care Limited,
`Lupin Atlantis Holdings S.A.. Lupin Pharmaceuticals. Inc. and Axar Pharmaceuticals,
`Inc., dated August 26, 2017.
`
`7. Covenant Not to Sue, dated August 15, 2017. between Allergan. Inc. and Akom Inc..
`Famy Care Ltd, InnoPharma, Inc, Mylan Pharmaceuticals Inc.. Mylan Inc., and
`Teva Pharmaceuticals USA, Inc.
`
`8. Covenant Not to Sue, dated August 27, 2017, between Allergan, Inc. and Akom. Inc.,
`InnoPharma. Inc., Mylan Pharmaceuticals Inc., Mylan Inc.. and Teva Pharmaceuticals
`USA, Inc.
`
`..
`
`7%.;
`flit"?
`{7% L/C/
`
`CONFIDENTIAL
`
`AGN_RES1 158857
`
`