Case 1:20-cv-10087 Document 1 Filed 12/02/20 Page 1 of 76
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`UNITED STATES DISTRICT COURT
`FOR THE SOUTHERN DISTRICT OF NEW YORK
`
`CASE NO.
`1:20-cv-10087
`JURY TRIAL DEMANDED
`
`CVS PHARMACY, INC.,
`RITE AID CORPORATION and
`RITE AID HDQTRS. CORP.,
`
`Plaintiffs,
`
`vs.
`
`ABBVIE INC.; ALLERGAN, INC.;
`ALLERGAN SALES, LLC; ALLERGAN
`USA, INC.; FOREST LABORATORIES,
`INC.; FOREST LABORATORIES
`HOLDINGS, LTD.; FOREST
`LABORATORIES IRELAND, LTD.;
`FOREST LABORATORIES, LLC; HETERO USA
`INC.; HETERO LABS LTD.; HETERO DRUGS
`LTD.; TORRENT PHARMACEUTICALS LTD.;
`TORRENT PHARMA INC.; ALKEM
`LABORATORIES LTD.; ASCEND
`LABORATORIES, LLC; INDCHEMIE HEALTH
`SPECIALTIES PRIVATE LTD.; GLENMARK
`GENERICS INC., USA; GLENMARK
`GENERICS LTD.; GLENMARK
`PHARMACEUTICALS LTD.; AMERIGEN
`PHARMACEUTICALS, INC.; AMERIGEN
`PHARMACEUTICALS, LTD.; WATSON
`LABORATORIES, INC. (NV); WATSON
`LABORATORIES, INC. (DE); WATSON
`LABORATORIES, INC. (NY); WATSON
`LABORATORIES, INC. (CT); WATSON
`PHARMA, INC.; WATSON
`PHARMACEUTICALS, INC.; ACTAVIS, INC.;
`TEVA PHARMACEUTICAL INDUSTRIES
`LTD.; and TEVA PHARMACEUTICALS USA,
`INC.,
`
`Defendants.
`
`

`

`Case 1:20-cv-10087 Document 1 Filed 12/02/20 Page 2 of 76
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`COMPLAINT AND DEMAND FOR JURY TRIAL
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`Plaintiffs CVS Pharmacy, Inc., Rite Aid Corporation and Rite Aid Hdqtrs. Corp.
`
`(“Plaintiffs”) sue Defendants AbbVie Inc. (“AbbVie”); Allergan, Inc., Allergan Sales, LLC, and
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`Allergan USA, Inc. (collectively, “Allergan”); Forest Laboratories, Inc., Forest Laboratories
`
`Holdings, Ltd., Forest Laboratories, LLC, and Forest Laboratories Ireland Ltd. (collectively,
`
`“Forest”); Hetero USA Inc., Hetero Labs Ltd. and Hetero Drugs Ltd. (collectively “Hetero”);
`
`Torrent Pharmaceuticals Ltd. and Torrent Pharma Inc. (collectively “Torrent”); Alkem
`
`Laboratories Ltd. and Ascend Laboratories, LLC (“Alkem”); Indchemie Health Specialties
`
`Private Ltd. (“Indchemie”); Glenmark Generics Inc., USA, Glenmark Generics Ltd. and
`
`Glenmark Pharmaceuticals Ltd. (collectively “Glenmark”); Amerigen Pharmaceuticals, Inc. and
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`Amerigen Pharmaceuticals, Ltd. (collectively “Amerigen”); and Watson Laboratories, Inc. (NV),
`
`Watson Laboratories, Inc. (DE), Watson Laboratories, Inc. (NY), Watson Laboratories, Inc.
`
`(CT), Actavis, Inc., Watson Pharma, Inc., Watson Pharmaceuticals, Inc., Teva Pharmaceuticals
`
`Industries, Ltd. and Teva Pharmaceuticals USA, Inc. (collectively “Watson”), for Defendants’
`
`violations of the antitrust laws relating to the pharmaceutical drug Bystolic (nebivolol
`
`hydrochloride) (“Bystolic”). For their Complaint, Plaintiffs allege as follows:
`
`I.
`
`INTRODUCTION
`
`1.
`
`This is a civil antitrust action seeking treble damages and other relief arising out
`
`of the Defendants’ unlawful exclusion of generic substitutes for the branded drug Bystolic,
`
`otherwise known as nebivolol hydrochloride or nebivolol HCl, a “beta blocker” used to treat
`
`high blood pressure. Forest and its successors, Allergan and AbbVie (collectively the “Brand
`
`Defendants”), manufacture and sell Bystolic which generates annual sales of more than $500
`
`million in the United States. Although would-be generic manufacturers began filing Abbreviated
`
`New Drug Applications (“ANDAs”) with the United States Food and Drug Administration (the
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`

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`Case 1:20-cv-10087 Document 1 Filed 12/02/20 Page 3 of 76
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`“FDA”) to market generic nebivolol HCl on December 17, 2011,1 no generic competitor has
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`entered or will enter until September 17, 2021.
`
`2.
`
`The only material difference between generic and brand name drugs is their price.
`
`Generics are at least 20% cheaper than their branded counterparts when only one generic is on
`
`the market and at least 50% cheaper when there are multiple generic competitors on the market.
`
`As a result, generics constitute both (a) an opportunity for drug purchasers to obtain enormous
`
`cost savings and (b) a serious threat to the monopoly power and profits of the manufacturer of
`
`the corresponding brand name drug. Due to their lower price, AB-rated generics typically take
`
`80% or more of the sales of a drug molecule from the brand name product within six months of
`
`generic entry. These extremely rapid erosion rates of the brand manufacturer’s sales are
`
`encouraged by state drug substitution laws, which permit (and in some cases require) dispensing
`
`pharmacies like the ones owned and operated by Plaintiffs to substitute available AB-rated
`
`generic drugs for a brand drug unless the prescribing physician specifically orders otherwise (by
`
`indicating that the drug should be “dispensed as written” or its equivalent).
`
`3.
`
`Acutely aware of these realities, Forest (and its successors) engineered a series of
`
`unlawful reverse-payment deals (also known as “pay for delay” deals) with each of its would-be
`
`generic competitors, specifically, Hetero, Torrent, Alkem, Indchemie, Glenmark, Amerigen and
`
`Watson (collectively, the “Generic Defendants”). From October 2012 through November 2013,
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`Forest entered into these serial deals pursuant to which each generic (1) agreed not to compete
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`with Forest or enter the market prior to September 17, 2021, unless another generic competitor
`
`entered the market earlier; and in exchange (2) received “side-deals,” and cash payments, the
`
`__________________________
`
`
`1 See, e.g., 11/27/2015 Letter from Food and Drug Administration (“FDA”) to Watson,
`https://www.accessdata.fda.gov/drugsatfda_docs/appletter/2015/203683Orig1s000Ltr.pdf.
`
`2
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`

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`Case 1:20-cv-10087 Document 1 Filed 12/02/20 Page 4 of 76
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`precise amounts of which have not been publicly disclosed except that they each exceed
`
`$15,000,000 in value. As corporate successors to Forest, Allergan and then AbbVie have
`
`continued this illegal collusion and unreasonable restraint of trade in the market for nebivolol
`
`HCl, all at the expense of purchasers. Every month of delayed generic competition has allowed
`
`Forest and its successors to unlawfully maintain many millions of dollars in monopoly profits
`
`from Bystolic that it would have otherwise lost to the Generic Defendants in the absence of
`
`Forest’s large and unjustified payments to the Generic Defendants to delay generic Bystolic.
`
`4.
`
`Beginning on December 17, 2011,2 after the Generic Defendants became the first
`
`generic manufacturers to seek approval from the FDA to market generic Bystolic, Forest sued
`
`each of them, accusing them of allegedly infringing U.S. Patent No. 6,545,040 (the “’040
`
`Patent”), which Forest submitted for listing in the FDA Orange Book by certifying that the patent
`
`covered Bystolic. These suits, filed in mid-March 2012, automatically triggered stays of FDA
`
`approval of the generic products (meaning that regardless of the merits of the patent infringement
`
`actions, the FDA could not finally approve any of the Generic Defendants to launch generic
`
`Bystolic before June 18, 2015 absent an earlier favorable decision for the Generic Defendants or
`
`a dismissal of the actions). Foreclosing the Generic Defendants from launching also foreclosed
`
`all other generic manufacturers of Bystolic. As the first manufacturers to file for approval of
`
`generic Bystolic, the Generic Defendants were eligible to share 180 days of market exclusivity
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`during which no other generic Bystolic product could be sold (other than a generic marketed
`
`__________________________
`
`
`2 See, e.g., 11/27/2015 Letter from FDA to Watson, https://www.accessdata.fda.gov/drugsatfda_docs/
`appletter/2015/203683Orig1s000Ltr.pdf; 5/27/2017 Letter from FDA to Glenmark,
`https://www.accessdata.fda.gov/drugsatfda_docs/appletter/2017/203821Orig1s000ltr.pdf; 6/24/2015
`Letter from FDA to Alkem, https://www.accessdata.fda.gov/drugsatfda_docs/appletter/2015/
`203741Orig1s000ltr.pdf.
`
`3
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`Case 1:20-cv-10087 Document 1 Filed 12/02/20 Page 5 of 76
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`under Forest’s approved NDA, known as an “authorized generic”).
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`5.
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`Between March 2012 and November 2013, while the stays were in effect, the
`
`Generic Defendants defended the patent infringement suits and prepared to bring their generic
`
`Bystolic products to market to compete with Forest’s branded Bystolic. At least six of the seven
`
`Generic Defendants would have been ready to launch well before September 17, 2021, as each
`
`had final FDA approval to do so as set forth in the table below:
`
`
`The Generic Defendants would have succeeded in the patent litigation because the
`
`6.
`
`’040 Patent was weak. The ’040 Patent litigation likely would have concluded by mid-2015,
`
`including all appeals. The Generic Defendants would have won and launched by the later of: (a)
`
`June 2015, which was the expiry of the only other patent that Forest contended covered Bystolic,
`
`U.S. Patent No. 5,759,580 (the “’580 Patent”), or (b) the date their ANDAs were finally
`
`approved. Rather than risk facing competition from the Generic Defendants as early as June
`
`2015 and the subsequent reduction in Bystolic brand sales and revenues such competition would
`
`cause, Forest paid each of the Generic Defendants to stay off of the market until September 21,
`
`2021.
`
`7.
`
`The side-deals that Forest provided to each Generic Defendant were intended to
`
`shield Forest from the risk of competition, and the Generic Defendants readily accepted these
`
`exclusionary side-deals to quit the patent fight.
`
`4
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`

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`Case 1:20-cv-10087 Document 1 Filed 12/02/20 Page 6 of 76
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`8.
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`On February 18, 2014, Actavis PLC and Forest announced an equity and cash
`
`merger.3 On March 1, 2014, Forest’s outside lawyers at Weil, Gotshal & Manges LLP were
`
`reviewing Forest’s documents as part of their “work on the Actavis merger agreement.”4 On
`
`March 4, 2014, Forest’s outside lawyers informed Forest in-house counsel Eric Agovino via
`
`email (the “Agovino email”) that “[b]efore we engage in any discussions with the FTC . . . we
`
`think it would be prudent for us to review all of the Bystolic settlement and licensing agreements
`
`as well as the side agreements with those generic companies.”5 Agovino replied:
`
`“We entered into settlement agreements with the following defendants:
`
`1) Hetero
`
`2) Torrent
`
`3) Alkem
`
`4) Indchemie
`
`5) Glenmark
`
`6) Amerigen
`
`7) Actavis [Watson’s successor]
`
`All had side-deals (one was struck with Alkem, which is a related company with
`
`Indchemie).” 6
`
`9.
`
`Forest’s Agreement and Plan of Merger with Actavis PLC (the “Merger
`
`__________________________
`
`
`3 See Actavis to Acquire Forest Laboratories, Inc. for ~$25 Billion in an Equity and Cash Transaction,
`https://www.businesswire.com/news/home/20140218005877/en/Actavis-Acquire- Forest-Laboratories-
`25-Billion-Equity.
`4 In re Namenda Direct Purchaser Antitrust Litig., 15-cv-07488-CM-RWL (S.D.N.Y. Mar. 7, 2019)
`(ECF No. 680-44 at 332).
`5 Id. (emphasis added).
`6 Id. (emphasis added).
`
`5
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`

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`Case 1:20-cv-10087 Document 1 Filed 12/02/20 Page 7 of 76
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`Agreement”), dated February 17, 2014, provides additional details. Specifically, in the Merger
`
`Agreement, Forest disclosed its “material contracts,” which are defined to include “any Contract
`
`involving the settlement of any action or threatened action (or series of related actions) (A) which
`
`will (x) involve payments after the date hereof of consideration in excess of $15,000,000 or
`
`(y) impose monitoring or reporting obligations to [sic] any other Person outside the ordinary
`
`course of business or (B) with respect to which material conditions precedent to the settlement
`
`have not been satisfied.”7
`
`10.
`
`Forest listed each of the side-deals as a “material contract” “in connection with the
`
`settlement of BYSTOLIC patent dispute.”
`
`11.
`
`Thus, Forest described each of the side-deals set forth below as a “material
`
`contract,” i.e., a “Contract involving the settlement of any action or threatened action (or series of
`
`related actions) (A) which will (x) involve payments after the date hereof of consideration in
`
`excess of $15,000,000 or (y) impose monitoring or reporting obligations to any other Person
`
`outside the ordinary course of business or (B) with respect to which material conditions precedent
`
`to the settlement have not been satisfied.” The respective contracts are identified below.
`
`12. Hetero: “SETTLEMENT AGREEMENT between Forest Laboratories, Inc. and
`
`Forest Laboratories Holdings, Ltd., and Hetero USA Inc. and Hetero Labs Ltd. dated October 24,
`
`2012 . . . together with the FINAL TERM SHEET between Hetero Drugs Ltd. and Forest
`
`Laboratories Ireland Ltd. dated October 5, 2012, in connection with the settlement of BYSTOLIC
`
`patent dispute.”8
`
`__________________________
`
`
`7 In re Namenda Direct Purchaser Antitrust Litig., 15-cv-07488-CM-RWL (S.D.N.Y. Mar. 7, 2019)
`(ECF No. 680-22 at 69).
`8 Id. at 179.
`
`6
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`

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`Case 1:20-cv-10087 Document 1 Filed 12/02/20 Page 8 of 76
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`13.
`
`Torrent: “SETTLEMENT AGREEMENT between Forest Laboratories, Inc. and
`
`Forest Laboratories Holdings, Ltd., and Torrent Pharmaceuticals Ltd. and Torrent Pharma Inc.
`
`dated November 21, 2012 . . . together with the PATENT ASSIGNMENT AGREEMENT
`
`between Torrent Pharmaceuticals Ltd. and Forest Laboratories Holdings Ltd. dated November 21,
`
`2012, in connection with the settlement of BYSTOLIC patent dispute.”9
`
`14.
`
`Alkem/Indchemie: “SETTLEMENT AGREEMENT between Forest
`
`Laboratories, Inc. and Forest Laboratories Holdings, Ltd., and Alkem Laboratories Ltd. dated
`
`November 27, 2012 . . . together with the TERM SHEET between Alkem Laboratories Ltd.,
`
`Indchemie Health Specialties Private Ltd., and Forest Laboratories Ireland Ltd. dated November
`
`28, 2012, in connection with the settlement of BYSTOLIC patent dispute. AMENDMENT NO.
`
`1 TO SETTLEMENT AGREEMENT was executed on January 9, 2013” and “SETTLEMENT
`
`AGREEMENT between Forest Laboratories, Inc. and Forest Laboratories Holdings, Ltd., and
`
`Indchemie Health Specialties Private Ltd. dated November 27, 2012 . . . together with the TERM
`
`SHEET between Alkem Laboratories Ltd., Indchemie Health Specialties Private Ltd., and Forest
`
`Laboratories Ireland Ltd. dated November 28, 2012, in connection with the settlement of
`
`BYSTOLIC patent dispute.”10
`
`
`
`15. Glenmark: “SETTLEMENT AGREEMENT between Forest Laboratories, Inc.
`
`and Forest Laboratories Holdings, Ltd., and Glenmark Generics Inc., USA and Glenmark
`
`Generics Ltd. dated December 21, 2012 . . . together with the COLLABORATION AND
`
`OPTION AGREEMENT between Glenmark Pharmaceuticals S.A. and Forest Laboratories
`
`__________________________
`
`
`9 Id.
`10 Id.
`
`7
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`Case 1:20-cv-10087 Document 1 Filed 12/02/20 Page 9 of 76
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`Holdings Ltd. dated December 21, 2012, in connection with the settlement of BYSTOLIC patent
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`dispute.”11
`
`16.
`
`Amerigen: “SETTLEMENT AGREEMENT between Forest Laboratories, Inc.
`
`and Forest Laboratories Holdings, Ltd., and Amerigen Pharmaceuticals, Inc. and Amerigen
`
`Pharmaceuticals, Ltd. dated July 18, 2013 . . . together with the BINDING TERM SHEET
`
`COLLABORATION AGREEMENT between Forest Laboratories, Inc. and Amerigen
`
`Pharmaceuticals, Ltd. dated July 18, 2013, in connection with the settlement of BYSTOLIC
`
`patent dispute.”12
`
`17. Watson: “SETTLEMENT AGREEMENT between Forest Laboratories, Inc. and
`
`Forest Laboratories Holdings, Ltd., and Watson Laboratories, Inc. (NV), Watson Laboratories,
`
`Inc. (DE), Watson Laboratories, Inc. (NY), Watson Laboratories, Inc. (CT), Watson Pharma,
`
`Inc., and Actavis, Inc. dated November 6, 2013 . . . together with (a) the LETTER from Forest
`
`Laboratories, Inc. to Moksha8, Inc. dated November 1, 2013 and (b) TERMINATION AND
`
`RELEASE AGREEMENT between Actavis, Inc. and Moksha8, Inc. dated November 4, 2013, in
`
`connection with the settlement of BYSTOLIC patent dispute.”13
`
`18.
`
`Forest listed the side-deals in the Merger Agreement because, on information and
`
`belief, they “involve payments after the date [t]hereof of consideration in excess of $15,000,000.”
`
`19.
`
`As Forest publicly acknowledged in the Agovino email, and in the Merger
`
`Agreement, the side-deals were part and parcel of Forest’s patent settlement agreements with the
`
`__________________________
`
`
`11 Id.
`12 Id. at 180.
`13 Id.
`
`8
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`Generic Defendants in the Bystolic patent litigation, not stand-alone or independent agreements.
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`20.
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`In addition to the consideration Forest provided each Generic Defendant in the
`
`form of a side-deal, Forest “agreed to reimburse certain of the Settling Defendants’ legal costs in
`
`connection with the patent litigation.”14
`
`21.
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`Forest also disclosed that its settlement agreements with the Generic Defendants
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`“provide[d] a license to each of the Settling Defendants that will permit them to launch their
`
`respective generic versions of Bystolic as of the date that is the later of (a) three calendar months
`
`prior to the expiration of the ’040 patent, including any extensions and/or pediatric exclusivities
`
`or (b) the date that each Settling Defendant receives final FDA approval of its ANDA, or earlier
`
`in certain circumstances.”15 The bolded language typically refers to what is known as a
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`“contingent launch provision” (“CLP”), or an “acceleration clause.” CLPs ensure a settling
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`generic that it will not be competitively disadvantaged should a later settling generic negotiate an
`
`earlier licensed entry date or otherwise come to market earlier: pursuant to CLPs, the entry date
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`may be “accelerated” permitting the settling generic to enter the market at the same time as any of
`
`its competitors. CLPs ensure settling generic ANDA filers that, if any other ANDA filer
`
`somehow makes it to market before the agreed-upon licensed entry date, that ANDA filer’s
`
`licensed entry date would be accelerated so that it could launch at the same time.
`
`22. When CLPs are used, they generally operate the same way in each ANDA filer’s
`
`settlement agreement. Under a CLP, the first-filing ANDA filer (or, as here, filers) obtains
`
`protection from other first filers by agreeing to delay the launch of its generic products from the
`
`__________________________
`
`
`14 https://www.sec.gov/Archives/edgar/containers/fix010/38074/000003807413000024/R17.htm.
`15 Id. (emphasis added).
`
`9
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`date of settlement until a date certain (here, exactly three months before the expiration of the ’040
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`Patent),16 but if and only if all other first-filer generic companies follow suit. By brokering the
`
`agreements, Forest ensured that, without regard to the strength of the Generic Defendants’
`
`challenges to the ’040 Patent, Bystolic would have no generic competition, and Forest would
`
`maintain patent-generated monopoly profits until at least September 17, 2021.
`
`23.
`
`Reverse-payment agreements like the side-deals in this case delay the entry date
`
`for generic drug products beyond the date when competition would otherwise begin. As the Third
`
`Circuit Court of Appeals put it, “when the parties’ settlement includes a [payment], the generic
`
`also presumably agrees to an early entry date [before patent expiration] that is later than it would
`
`have otherwise accepted.” King Drug Co. of Florence, Inc. SmithKline Beecham Corp., 791 F.3d
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`388, 405 (3d Cir. 2015). Thus, absent the unlawful reverse payments, Forest and the Generic
`
`Defendants would have instead agreed upon an earlier licensed entry date for generic Bystolic.
`
`And, because of the CLPs, if just one of the Generic Defendants did not take an unlawful
`
`payment, and instead insisted on an earlier entry date untainted by a side-deal, every other
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`Generic Defendant would enter on the same earlier date.
`
`24.
`
`In sum, but for the anticompetitive reverse payments, reasonable companies in the
`
`position of the Generic Defendants would have launched their generic products earlier than
`
`September 17, 2021 either: (a) at risk; (b) upon prevailing against Forest in the underlying patent
`
`litigation; or (c) via lawful settlement agreements providing for earlier negotiated entry dates
`
`untainted by the delay caused by the unlawful reverse payments.
`
`25.
`
`Had any of the above scenarios played out absent the unlawful reverse payments,
`
`__________________________
`
`
`16 Id.
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`10
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`Case 1:20-cv-10087 Document 1 Filed 12/02/20 Page 12 of 76
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`Plaintiffs would have paid substantially less for their requirements of nebivolol HCl.
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`26.
`
`Defendants’ conduct was designed to, did, and continues to: (a) delay the entry of
`
`less expensive, AB-rated generic Bystolic; (b) fix, raise, maintain or stabilize the price of
`
`nebivolol HCl; and (c) allocate 100% of the United States market for nebivolol HCl to Forest and
`
`its successors until three months before expiration of the ’040 Patent.
`
`27.
`
`Defendants’ monopoly power in the nebivolol HCl market was maintained
`
`through willful exclusionary conduct, as distinguished from a superior product, business acumen,
`
`or historical accident.
`
`28.
`
`As alleged in greater detail below, Defendants’ scheme to delay generic
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`competition violated sections 1 and 2 of the Sherman Act, injuring Plaintiffs (and their assignors)
`
`and causing Plaintiffs (and their assignors) to pay overcharges on their purchases of branded (and
`
`eventually generic) Bystolic.
`
`II.
`
`PARTIES
`
`29.
`
`Plaintiff CVS Pharmacy, Inc. (“CVS”) is a Rhode Island corporation with its
`
`principal place of business at One CVS Drive, Woonsocket, Rhode Island 02895. CVS
`
`purchases substantial quantities of pharmaceutical products and other goods for resale to the
`
`public through more than 9,900 drugstores, approximately eleven mail service pharmacies, and
`
`twenty-seven specialty pharmacies owned and operated by its affiliates. CVS brings this Action
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`on its own behalf and as the assignee of McKesson Corporation and Cardinal Health, Inc., which
`
`during the relevant period each purchased Bystolic directly from Defendants for resale to CVS
`
`and has expressly assigned its claims arising out of those purchases to CVS.
`
`30.
`
`Plaintiffs Rite Aid Corporation and Rite Aid Hdqtrs. Corp. (collectively, “Rite
`
`Aid”) are corporations organized and existing under the laws of the State of Delaware with a
`
`11
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`principal place of business at 30 Hunter Lane, Camp Hill, Pennsylvania 17011. Rite Aid
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`purchases substantial quantities of pharmaceutical products and other goods for resale to the
`
`public. Rite Aid brings this Action on its own behalf and as the assignee of McKesson
`
`Corporation, which during the relevant period purchased Bystolic directly from Defendants for
`
`resale to Rite Aid and has expressly assigned its claims arising out of those purchases to Rite
`
`Aid.
`
`31.
`
`Defendant Forest Laboratories, Inc. is a Delaware corporation having its principal
`
`place of business at 909 Third Avenue, New York, NY 10022. The negotiation, execution and
`
`enforcement of the unlawful reverse payments challenged herein all took place from Forest
`
`Laboratories, Inc.’s New York, NY principal place of business.
`
`32.
`
`Defendant Forest Laboratories Ireland, Ltd. is an Irish Corporation having a place
`
`of business at Clonshaugh Industrial Estate, Dublin 17, Ireland.
`
`33.
`
`Defendant Forest Laboratories Holdings, Ltd. is a Bermudian corporation having a
`
`principal place of business at 18 Parliament Street, Hamilton HM 11, Bermuda. In or around
`
`February 2006, Defendant Forest Laboratories Ireland, Ltd. changed its name to Forest
`
`Laboratories Holdings, Ltd. and changed its corporate residence from Ireland to Bermuda.
`
`34.
`
`Defendant Forest Laboratories, LLC is a Delaware limited liability company
`
`having its principal place of business at Morris Corporate Center III, 400 Interpace Parkway,
`
`Parsippany, NJ 07054. On July 1, 2014, in a series of transactions, Forest Laboratories, Inc.
`
`became a limited liability company named Forest Laboratories, LLC. On July 1, 2014, Actavis
`
`PLC (“Actavis”) acquired Defendant Forest. On May 17, 2015, Actavis acquired Defendant
`
`Allergan, Inc. but maintained the name Allergan for its ongoing operations. Subsequently, on
`
`January 1, 2018, Forest Laboratories, LLC merged with and into Defendant Allergan Sales, LLC,
`
`12
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`Case 1:20-cv-10087 Document 1 Filed 12/02/20 Page 14 of 76
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`a Delaware limited liability company. As a result of these corporate consolidations, the Forest
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`Defendants are predecessors in interest to Allergan Sales, LLC.
`
`35.
`
`Defendant Allergan Sales, LLC is a Delaware limited liability company having its
`
`principal place of business at 5 Giralda Farms, Madison, New Jersey 07940.
`
`36.
`
`Defendant Allergan, Inc. is a Delaware corporation having its principal place of
`
`business located at Morris Corporate Center III, 400 Interpace Parkway, Parsippany, New Jersey
`
`07054.
`
`37.
`
`Defendant Allergan USA, Inc. is a Delaware corporation having its principal place
`
`of business at 5 Giralda Farms, Madison, New Jersey 07940.
`
`38.
`
`Allergan, through its merger with Forest, assumed responsibility for performance
`
`of the challenged provisions in the agreements, continued to perform those provisions, and
`
`benefited from making direct sales of Bystolic to Plaintiffs’ assignors and other purchasers at
`
`supracompetitive prices made possible by the delay resulting from the challenged reverse
`
`payments.
`
`39.
`
`Forest assigned the reverse-payment agreements to Allergan, and Allergan never
`
`withdrew from them.
`
`40.
`
`Allergan joined the ongoing unlawful course of conduct and the unlawful reverse-
`
`payment agreements designed to suppress generic Bystolic competition. Allergan did not
`
`withdraw from those conspiracies and instead continued to participate in them.
`
`41.
`
`Defendant AbbVie Inc. is a Delaware corporation having its principal place of
`
`business at 1 North Waukegan Road, North Chicago, Illinois 60064. AbbVie is the corporate
`
`successor to Allergan and Forest, having completed its purchase of Allergan on May 8, 2020.
`
`42.
`
`Defendant AbbVie, through its merger with Allergan, assumed responsibility for
`
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`performance of the challenged provisions in the agreements, continued to perform those
`
`provisions, and benefited from making direct sales of Bystolic to Plaintiffs’ assignors, and other
`
`purchasers at supracompetitive prices made possible by the delay resulting from those challenged
`
`provisions.
`
`43.
`
`Allergan assigned the reverse-payment agreements to AbbVie and AbbVie never
`
`withdrew from them.
`
`44.
`
`AbbVie joined the ongoing unlawful course of conduct and the unlawful reverse-
`
`payment agreements designed to suppress generic Bystolic competition. AbbVie did not withdraw
`
`from those conspiracies and instead continued to participate in them.
`
`45.
`
`Defendant Watson Pharma, Inc. is a corporation organized and existing under the
`
`laws of Delaware, having a place of business at Morris Corporate Center III, 400 Interpace
`
`Parkway, Parsippany, New Jersey 07054.
`
`46.
`
`Defendant Watson Laboratories, Inc. (NV) is a Nevada corporation having places
`
`of business at 132 Business Center Drive, Corona, California 92880 and Morris Corporate Center
`
`III, 400 Interpace Parkway, Parsippany, New Jersey 07054.
`
`47.
`
`Defendant Watson Laboratories, Inc. (DE) is a Delaware corporation having
`
`places of business at 311 Bonnie Circle, Corona, California 92880 and Morris Corporate Center
`
`III, 400 Interpace Parkway, Parsippany, New Jersey 07054.
`
`48.
`
`Defendant Watson Laboratories, Inc. (NY) is a New York corporation having
`
`places of business at 311 Bonnie Circle, Corona, California 92880 and Morris Corporate Center
`
`III, 400 Interpace Parkway, Parsippany, New Jersey 07054.
`
`49.
`
`Defendant Watson Laboratories, Inc. (CT) is a Connecticut corporation having
`
`places of business at 131 West St., Danbury, Connecticut, 311 Bonnie Circle, Corona, California
`
`14
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`92880 and Morris Corporate Center III, 400 Interpace Parkway, Parsippany, New Jersey 07054.
`
`50.
`
`Defendant Watson Pharmaceuticals, Inc. is a Nevada corporation having places of
`
`business at 311 Bonnie Circle, Corona, California 92880 and 360 Mount Kemble Avenue,
`
`Morristown, New Jersey 07962, and its corporate headquarters at Morris Corporate Center III,
`
`400 Interpace Parkway, Parsippany, New Jersey 07054.
`
`51. Watson Laboratories, Inc. (NV), Watson Laboratories, Inc. (DE), Watson
`
`Laboratories, Inc. (NY), Watson Laboratories, Inc. (CT) and Watson Pharma, Inc. are wholly
`
`owned subsidiaries of Watson Pharmaceuticals, Inc. and act as agents of Watson
`
`Pharmaceuticals, Inc.
`
`52.
`
`Defendant Actavis, Inc. is a Nevada corporation having its principal place of
`
`business at Morris Corporate Center III, 400 Interpace Parkway, Parsippany, New Jersey 07054.
`
`Watson purchased Actavis, Inc. on October 31, 2012, and the combined company assumed the
`
`Actavis name. Both Watson and Actavis are parties to the unlawful reverse-payment agreement
`
`between Forest and Watson.
`
`53.
`
`Defendant Teva Pharmaceutical Industries Ltd. is an Israeli corporation having its
`
`principal place of business at 5 Basel St., Petach Tikva, Israel.
`
`54.
`
`Defendant Teva Pharmaceuticals USA, Inc. is a Delaware corporation having its
`
`principal place of business at 400 Interpace Parkway, Parsippany, New Jersey 07054.
`
`55.
`
`Teva Pharmaceutical Industries Ltd. purchased Watson, then known as Actavis,
`
`on July 26, 2015. As part of the purchase, Teva agreed to adopt “all Liabilities and Claims” of
`
`Actavis. Teva Pharmaceuticals USA, Inc. is a wholly owned domestic subsidiary of Teva
`
`Pharmaceutical Industries Ltd. and is one of the largest sellers of generic drugs in the United
`
`States.
`
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`56.
`
`Defendant Torrent Pharmaceuticals Ltd. is an Indian corporation having a
`
`principal place of business at Off. Ashram Road, Ahmedabad - 380 009, Gujarat, India.
`
`57.
`
`Defendant Torrent Pharma Inc. is a Delaware corporation having a principal place
`
`of business at 5380 Holiday Terrace, Suite 40, Kalamazoo, Michigan 49009. Torrent Pharma
`
`Inc. is a wholly-owned subsidiary of Torrent Pharmaceuticals Ltd. On information and belief,
`
`Torrent Pharma Inc. acts as the agent of Torrent Pharmaceuticals Ltd.
`
`58.
`
`Defendant Amerigen Pharmaceuticals Ltd. is a Chinese company having places of
`
`business at 197 State Route 18S, Suite 306N, East Brunswick, New Jersey 08816 and No. 58,
`
`Qunxing Yi Road, Suzhou Industrial Park, PRC 215006.
`
`59.
`
`Defendant Amerigen Pharmaceuticals Inc. is a Delaware corporation having a
`
`principal place of business at 197 State Route 18S, Suite 306N, East Brunswick, New Jersey
`
`08816. Amerigen Pharmaceuticals Inc. is a wholly-owned subsidiary of Amerigen
`
`Pharmaceuticals Ltd. and acts as the agent of Amerigen Pharmaceuticals Ltd.
`
`60.
`
`Defendant Glenmark Generics Inc. is a Delaware corporation having a principal
`
`place of business at 750 Corporate Drive, Mahwah, New Jersey 07430. Glenmark Generics Inc.
`
`is the same entity as Glenmark Generics Inc., USA. To the extent Glenmark Generics Inc. is an
`
`entity separate and apart from Glenmark Generics Inc., USA, any allegations in this Complaint
`
`relating to Glenmark Generics Inc., USA shall apply equally to Glenmark Generics Inc.
`
`61.
`
`Defendant Glenmark Generics Ltd. is an Indian company having a place of
`
`business at Glenmark House, HDO-Corporate Building, Wing -A, B D Sawant Marg, Chakala,
`
`Off Western Express Highway, Mumbai 400099, Maharashtra, India.
`
`62.
`
`Defendant Glenmark Pharmaceuticals Ltd. is an Indian corporation having a
`
`principal place of business at Glenmark House, HDO-Corporate Building, Wing -A, B D Sawant
`
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`Marg, Chakala, Off Western Express Highway, Mumbai 400099, Maharashtra, India. Glenmark
`
`Generics Inc., USA and Glenmark Generics Ltd. are wholly-owned subsidiaries of Glenmark
`
`Pharmaceuticals Ltd. On information and belief, Glenmark Generics Inc., USA is the North
`
`American division of Glenmark Generics Ltd. Glenmark Generics Inc., USA, Glenmark
`
`Generics Ltd., and Glenmark Pharmaceuticals Ltd. have officers and directors in common.
`
`Glenmark Generics Inc., USA acts as the agent of Glenmark Generics Ltd. and Glenmark
`
`Pharmaceuticals Ltd.
`
`63.
`
`Defendant Hetero Labs Ltd. is an Indian corp