Case 1:20-cv-00393-LMB-WEF Document 1462-12 Filed 04/05/23 Page 1 of 7 PageID# 39656
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`Exhibit 12
`Public Redacted
`Version
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`Case 1:20-cv-00393-LMB-WEF Document 1462-12 Filed 04/05/23 Page 2 of 7 PageID# 39657
`EXECUTION COPY
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`CONFIDENTIAL
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`AMENDED AND RESTATED MASTER RELATIONSHIP AGREEMENT
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`BY AND BE1WEEN
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`PHILIP MORRIS INTERNATIONAL MANAGEMENTS .A.
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`AND
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`ALTRIA CLIENT SERVICES LLC
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`July 15, 2015
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`

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`Case 1:20-cv-00393-LMB-WEF Document 1462-12 Filed 04/05/23 Page 3 of 7 PageID# 39658
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`1.165. "Trademark Infringement" has the meaning set forth in Section 6.4. l of the
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`1.166. "Trademark Rights" means trademarks, service marks, rights in trade names, business names,
`brand names, get-up, logos, domain names and URLs, and all other equivalent or similar forms of
`intellectual property to any of the foregoing that may exist now or in the foture anywhere in the
`world; and in each case, whether registered or unregistered and including all applications and rights
`to apply for and be granted, renewals or e,s'tensions of, and rights to claim priority from, such rights.
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`1. 167. "US
`Agreement.
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`1.168. "US
`Agreement.
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`" has the meaning set forth in Section 5.3.1 of the R&D
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`" has the meaning set forth in Section 9.3.1 of the NGP Distribution
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`1.169. "Valid Claim" means a claim ofan issued and unexpired Patent that has not been held permanently
`revoked, unenforceable or invalid by a decision of a court, national or regional patent office or
`other body of competent jurisdiction, unappealable or un-appealed within the time allowed for
`appeal and that has not been admitted to be invalid or unenforceable through reissue or disclaimer
`or otherwise.
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`1.170. "VAT" has the meaning set forth in Section l l .3.2 of the R&D Agreement.
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`1.171. "Working Group" has the meaning set forth in Section 2.1.2 of the R&D Agreement.
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`2 OVERVIEW OF RELATIONSHIP.
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`No license, sublicense or other right is or will be created or granted under this MRA or any
`Relationship Agreement by implication, estoppel, or otherwise.
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`2.1
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`2 .2
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`2.3
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`2.4
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`3 STEERING COMMITTEE AND OVERSIGHT.
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`3.1
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`Steering Committee and Distribution Agreement Managers. The Parties hereby establish a
`"Steering Committee" consisting of six (6) members, three (3) of whom shall be appointed by
`ALCS and three (3) of whom shall be appointed by PMI, from time to time. The Steering
`Committee shall manage the relationship between the Parties as created by this MRA and the
`Relationship Agreements. Each Party shall appoint one (1) of its officers or employees to be such
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`Case 1:20-cv-00393-LMB-WEF Document 1462-12 Filed 04/05/23 Page 4 of 7 PageID# 39659
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`OPERATION OF LAW, BY STATUTE OR OTHERWJSE, AND EACH PARTY EXPRESSLY
`DISCLAIMS, WAIVES, RELEASES AND RENOUNCES ANY OTHER WARRANTIES,
`WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, IN CONNECTION WITH
`THJS MRA OR ANY RELATIONSHIP AGREEMENT, INCLUDING WARRANTIES OF
`QUALITY, EFFICACY, SAFETY, MERCHANTABILITY, FITNESS FOR A PARTICULAR
`PURPOSE, VALIDITY OR ENFORCEABILITY OF ANY INTELLECTUAL PROPERTY
`RIGHTS AND NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF
`THIRD PARTIES.
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`7 LIMITATION OF LlABILITY.
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`7.1
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`NOTWJTHSTANDING ANYTHING CONTAINED IN THJS MRA OR ANY RELATIONSI-OP
`AGREEMENT TO THE CONTRARY, EXCEPT:
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`7.1.1
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`CN THE EVENT OF FRAUD OR WJLLFUL MISCONDUCT OF THE LIABLE PARTY; OR
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`7.1.2 ANY LOSSES (AS THAT TERM IS DEFINED) REQUIRED TO BE PAID AS PART OF A
`CLAIM FOR INDEMNIFICATION UNDER ARTICLE 5; OR
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`7.1.3 ANY LOSSES WHICH ARISE OUT OF AN INDEMNIFIED PARTY' S BREACH OF
`SECTION 4.1.3, 4.1.4, 4.2.3 OR 4.2.4 OF THIS MRA AND WHICH WERE PAID BY THE
`INDEMNIFYING PARTY AS PART OF A CLAIM FOR INDEMNIFICATION UNDER
`ARTICLES ;
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`8 TERM. The Parties ackno"vledge and agree that, with effect as and from of the Effective Date, this
`MRA amends, restates and supersedes the Initial MRA in its entirety, such that the rights and
`obligations of the Parties shall, as of and from the Effective Date, be governed by and construed in
`accordance with the provisions of this MRA. The term of this MRA shall begin on the Effective Date
`and continue until the expiration or termination of the last to expire or terminate of the Relationship
`Agreements, unless earlier terminated in accordance with Article 9 below.
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`9 TERMINATION.
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`9.1
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`9.2
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`Case 1:20-cv-00393-LMB-WEF Document 1462-12 Filed 04/05/23 Page 5 of 7 PageID# 39660
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`9.3
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`9.4
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`This MRA or any Relationship Agreement may be terminated by mutual written agreement of the
`Parties.
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`9.5
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`The following provisions will survive the tennination or expiration of this MRA:
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`10 RIGHTS AND DUTIES ON TERMINATION.
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`10.1 On termination of this MRA, whenever and howsoever arising, all Relationship Agreements then in
`force as of the date of such tennination, including all license grants thereunder, shall terminate.
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`10.2
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`10.3 Upon expiration or earlier termination of this MRA or any Relationship Agreement (but in such
`case this
`each Party shall (i) pay to the other Party all outstanding amounts applicable to such
`-
`Relationship Agreement, as applicable, which are due as of the date of ten11ination or expiration;
`and (ii) except as required for the continued performance of any non-tenninated Relationship
`Agreement, (x) return or, at the disclosing Party 's option, destroy all Confidential Information and
`all copies thereof furnished to such Party or its Representatives, (y) destroy all copies of all other
`Confidential Information prepared by such receiving Party or its Representatives in respect of
`Confidential Information furnished to such receiving Party or its Representatives, and (z) expunge,
`to the extent reasonably practicable, all such Confidential Information, except to the extent
`prohibited or prevented by any automatic records or retention protocol or similar program. If
`destruction of such Confidential Information is elected, an authorized person of the receiving Party
`shall certify in writing to such destruction within thirty (30) days of the request. Notwithstanding
`the return or destruction of the Confidential Information under this Section 10.3, each Party will
`continue to be bound by the confidentiality obligations set forth in Article 12.
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`Case 1:20-cv-00393-LMB-WEF Document 1462-12 Filed 04/05/23 Page 6 of 7 PageID# 39661
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`CONFIDENTIAL
`
`IN WITNESS WHEREOF, the Parties have caused this MRA to be executed by their duly
`authorized representatives as of the Effective Date.
`
`PHILIP MORRIS INTERNATIONAL
`MANAGEMENTS.A.
`
`ALTRIA CLIENT SERVICES LLC
`
`Name: Peter Luongo
`Title: Vice President Treasury & Planning
`Date: rft. ~ I~ &;t,f'
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`By:. _ _ _ _ _ _ _ _ __ _ _
`
`Name: Mark R. Cruise
`Title: Vice Presidenl, Applied Technology
`Date:
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`PHILIP J.\1ORRIS INTERNATIONAL
`MANAGEMENTS.A .
`..-::::::::
`By: _ _ .:::_-_-_-___:--_: ) _ _ _ _.....,....._ _ _
`Name: Sedat Muderrisoglu
`Title: Managing Director RRP ~ Adjacent Business
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`[Signature Page - Master Relationship Agreement]
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`

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`Case 1:20-cv-00393-LMB-WEF Document 1462-12 Filed 04/05/23 Page 7 of 7 PageID# 39662
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`IN WITNESS WHEREOF, the Parties have caused this MRA to be executed by their duly
`authorized representatives as of the Effective Date.
`
`PHILIP MORRIS INTERNATIONAL
`MANAGEMENTS.A.
`
`ALTRIA CLIENT SERVICES LLC
`
`By: _ _ _ _ _ _ _ _ _ _ _ _
`
`Name:
`Title:
`Date:
`
`By:____._m--a,_~ _ _ R_. - ~- -"' __ _
`Name: Mark R Cruise
`Title: Vice Preside~ Applied Technology
`Date: -:3VJ !j \ 'O I L--0 \ 5
`
`PHILIP MORRIS INTERNATIONAL
`MANAGEMENTS.A.
`
`By: _ _ _ __ _ _ _ _ _ _ _
`Name:
`Title:
`
`Date:
`
`[Signature Page - Master Relationship Agreement]
`
`