Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (Title XIII of the American Recovery and Reinvestment Act of 2009); any similar
international, federal, state and local Laws that address the subject matter of the foregoing; and the Patient Protection and Affordable Care Act of 2010.
High Court
means the High Court of Ireland.
HSR Act
means the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Indentures
means, collectively, those certain indentures (i) dated as of August 24, 2009, relating to the 3.250%
Senior Notes due 2022 and 4.625% Senior Notes due 2042 issued by Allergan Finance, LLC; (ii) dated as of September 14, 2010, relating to the 3.375% Senior Notes due 2020 issued by Allergan, Inc.; (iii) dated as of March 12, 2013,
relating to the 2.800% Senior Notes due 2023 issued by Allergan, Inc.; (iv) dated as of December 10, 2013, relating to the 5.000% Senior Notes due 2021 issued by Allergan Sales, LLC; (v) dated as of January 31, 2014, relating to the
4.875% Senior Notes due 2021 issued by Allergan Sales, LLC; (vi) dated as of June 19, 2014, relating to the 3.850% Senior Notes due 2024 and 4.850% Senior Notes due 2044 issued by Allergan Funding SCS; and (vii) dated as of
March 12, 2015, relating to the
USD-denominated
Floating Rate Senior Notes due 2020, Euro-denominated Floating Rate Senior Notes due 2020, 3.000% Senior Notes due 2020, 0.500% Senior Notes due 2021,
3.450% Senior Notes due 2022, 1.500% Senior Notes due 2023, 1.250% Senior Notes due 2024, 3.800% Senior Notes due 2025, 2.625% Senior Notes due 2028, 2.125% Senior Notes due 2029, 4.550% Senior Notes due 2035 and 4.750% Senior Notes due 2045 issued
by Allergan Funding SCS.
Intellectual Property
means any and all rights in or associated with any of the following,
whether or not registered, including all rights therein and associated therewith, arising in the United States or any other jurisdiction throughout the world: (i) trademarks, service marks, trade names, trade dress, logos, slogans, Internet
domain names, Internet account names (including social networking and media names) and other indicia of origin, together with all goodwill associated therewith or symbolized thereby, and all registrations and applications relating to the foregoing;
(ii) patents and pending patent applications, and all divisions, continuations,
continuations-in-part,
reissues and reexaminations, and any extensions thereof;
(iii) works of authorship (whether or not copyrightable), registered and unregistered copyrights (including those in Software), all registrations and applications to register the same, and all renewals, extensions, reversions and restorations
thereof, including moral rights of authors, and database rights; (iv) trade secrets, rights in technology, confidential or proprietary information and other
know-how,
including inventions (whether or not
patentable or reduced to practice), concepts, methods, processes, protocols, assays, formulations, formulae, technical, research, clinical and other data, databases, designs, specifications, schematics, drawings, algorithms, models and
methodologies; (v) rights in Software; and (vi) other similar types of proprietary rights or other intellectual property.
Ireland
or
Republic of Ireland
means Ireland, excluding Northern Ireland, and the word
Irish
shall be construed accordingly.
IT Assets
means any and all computers, Software, firmware,
middleware, servers, workstations, routers, hubs, switches, data communications lines and other information technology equipment, and all associated documentation, owned by, or licensed or leased to, Allergan or any of its Subsidiaries.
knowledge
means in relation to Allergan, the actual knowledge, after due inquiry, of the Persons listed in
Section
1.1(a)
of the Allergan Disclosure Schedule, and in relation to AbbVie, the actual knowledge, after due inquiry, of the Persons listed in
Section
1.1(a)
of the AbbVie Disclosure Schedule.
None of the individuals set forth in
Section
1.1(a)
of the Allergan Disclosure Schedule or
Section
1.1(a)
of the AbbVie Disclosure Schedule shall have any personal liability or obligations
regarding such knowledge.
Law
means any federal, state, local, foreign or supranational law, statute, ordinance, rule,
regulation, judgment, order, injunction, decree, executive order or agency requirement of any Governmental Entity.
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