What changed in this filing

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Item 3. Legal Proceedings

2021-02-24 compared with 2020-02-25 · 38 added, 8 removed, 47 unchanged (49% of the section changed)

3 unchanged sentences

(Breathe), a subsidiary of Hill-Rom Holdings, filed a lawsuit against Inogen, Inc., New Aera, Inc., Silverbow Development, LLC, and Todd W.

Allum in the United States District Court for the Northern District of California.

Breathe alleged willful infringement on certain patents, declared that inventorship was incorrectly assigned and their rights to certain patents filed by New Aera, Inc.

and Silverbow Development LLC, breach of contract, inducing breach of contract, interference with contract, and violation of California business and professional code section 17200.

The complaint seeks inventorship of patents to be corrected, injunctive relief, compensatory and punitory damages in an unspecified amount including trebling of all damages awarded with respect to infringement of the ‘250 patent, costs and expenses, including attorneys’ fees and expert fees, prejudgment and post-judgment interest and such other relief as the court deems proper.

The Company intends to vigorously defend itself against these allegations.

Allum in the United States District Court for the Northern District of California (N.D.

Breathe alleged:

willful infringement of the ‘250 patent assigned to Breathe;

that inventorship was incorrectly assigned and that Breathe owns rights to certain patents filed by New Aera, Inc.

and Silverbow Development LLC;

breach of contract;

inducing breach of contract;

interference with contract;

and violation of California Business and Professional Code Section 17200.

The complaint seeks to correct inventorship of certain patents now owned by the Company, injunctive relief, compensatory and punitory damages in an unspecified amount including trebling of all damages awarded with respect to infringement of the ‘250 patent, costs and expenses, including attorneys’ fees and expert fees, prejudgment and post-judgment interest and such other relief as the court deems proper.

On March 31, 2020, Breathe filed a First Amended Complaint in which it dropped the patent infringement claims in the N.D.

Lawsuit and added another claim for violation of California Business and Professional Code Section 17200.

On the same day, Breathe re-filed the ‘250 patent infringement claims in the United States District Court for the Central District of California (C.D.

On August 17, 2020, the court in the N.D.

Lawsuit ordered that Breathe’s claims be arbitrated, with the sole exception of the correction of inventorship claim, which the court ordered be stayed pending completion of the arbitration on the other claims.

On September 4, 2020, Breathe filed a demand for arbitration with the American Arbitration Association, in which Breathe reiterated the claims it filed in the N.D.

On January 20, 2021, the Company entered into a comprehensive settlement agreement with Breathe, which has resolved all disputes in the two lawsuits and the arbitration filed by Breathe.

As a result of the settlement agreement, the lawsuits and arbitration have been dismissed.

The Company recorded a contingent liability for $8.0 million during the twelve months ended December 31, 2020.

The related payable was recorded in accounts payable and accrued expenses and receivable from the New Aera acquisition escrow account in prepaid expenses and other current assets as of December 31, 2020.

Securities class action and derivative lawsuits

14 unchanged sentences

On January 23, 2020, the defendants filed a motion to dismiss the second amended complaint.

On September 2, 2020, the court denied the defendants’ motion to dismiss without prejudice and instructed defendants to file another motion to dismiss if the parties are unable to resolve the issues relating to the second amended complaint.

The Company filed its motion to dismiss on October 28, 2020;

that motion is currently pending.

The Company intends to vigorously defend itself against these allegations.

1 unchanged sentence

Scott Greer, Raymond Huggenberger, Heath Lukatch, Loren McFarland, and Heather Rider in the United States District Court for the Central District of California.

The complaint purports to bring claims on behalf of Inogen against the individual defendants for breaches of their fiduciary duties as directors and/or officers of Inogen, unjust enrichment, waste of corporate assets and violations of section 14(a) of the Securities Exchange Act of 1934, as amended.

The complaint purports to bring claims on behalf of Inogen against the individual defendants for breaches of their fiduciary duties as directors and/or officers of Inogen, unjust

enrichment, waste of corporate assets and violations of section 14(a) of the Securities Exchange Act of 1934, as amended.

The complaint generally alleges similar claims to the securities class action.

11 unchanged sentences

1:19-cv-01723-MN.

On October 17, 2019, plaintiff S ha rokh Soltanipour filed a shareholder derivative lawsuit against the same defendants in the same court, captioned Soltanipour v.

On October 17, 2019, plaintiff Sharokh Soltanipour filed a shareholder derivative lawsuit against the same defendants in the same court, captioned Soltanipour v.

Wilkinson, et al.

3 unchanged sentences

The complaints seek compensatory damages in unspecified amounts, changes to the Company’s corporate governance and internal procedures, return of compensation, disgorgement of profits from sale of stock, costs and expenses, including attorneys’ fees and expert fees, and such other relief as the court deems proper.

On December 23, 2019 and January 6, 2020, plaintiffs filed cross-motions to consolidate the two cases and to appoint lead counsel.

On May 15, 2020, the court consolidated the two derivative lawsuits before it under the name In re Inogen, Inc.

S’holder Deriv.

Litig., Lead Case No.

1:19-cv-01723-MN-JLH.

On July 8, 2020, the court ordered that the consolidated action be stayed pending the resolution of the motion to dismiss in the securities class action, In re Inogen, Inc., Sec.

Department of Health and Human Services and the Centers for Medicare and Medicaid Services lawsuit

On September 21, 2020, the Company filed a lawsuit against defendants, Alex M.

Azar, Secretary of the Department of Health and Human Services (HHS), in his official capacity, Seema Verma, Administrator of the Centers for Medicare and Medicaid Services (CMS), in her official capacity and Palmetto GBA, LLC.

The lawsuit seeks to invalidate the defendants’ arbitrary and capricious decision to retract a valid HCPCS code to Inogen’s TAV, thereby eliminating reimbursements for the ventilator, in violation of the Administrative Procedures Act (5 U.S.C.

§§ 551 , et seq.

Further, CMS’s failure to provide notice and the opportunity to comment on a change in HCPCS code verification for the Sidekick TAV and similar devices constitutes a violation of the procedural right provided under the Social Security Act (42 U.S.C.

§§ 1395hh(a)(2)), and Inogen’s due process rights.

Other litigation

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings