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`EXHIBIT B10
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`Case 2:16-md-02724-CMR Document 2809-33 Filed 02/01/24 Page 2 of 97
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE EASTERN DISTRICT OF PENNSYLVANIA
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`Civil Action No.: 2:20-cv-06310
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`MDL 2724
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`FIRST AMENDED AND
`SUPPLEMENTAL COMPLAINT
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`JURY TRIAL DEMANDED
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`Plaintiff,
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`IN RE GENERIC PHARMACEUTICALS
`PRICING ANTITRUST LITIGATION
`__________________________________________
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`CVS PHARMACY, INC.,
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`vs.
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`ACTAVIS ELIZABETH, LLC; ACTAVIS
`HOLDCO U.S., INC.; ACTAVIS PHARMA, INC.;
`ALVOGEN INC.; AMNEAL
`PHARMACEUTICALS, INC.; AMNEAL
`PHARMACEUTICALS, LLC; AMNEAL
`PHARMACEUTICALS OF NEW YORK, LLC;
`APOTEX CORP.; ASCEND LABORATORIES,
`LLC; AUROBINDO PHARMA USA, INC.;
`BAUSCH HEALTH AMERICAS, INC.; BAUSCH
`HEALTH US, LLC; BRECKENRIDGE
`PHARMACEUTICAL, INC.; CAMBER
`PHARMACEUTICALS, INC.; CITRON PHARMA,
`LLC; DAVA PHARMACEUTICALS, LLC; DR.
`REDDY’S LABORATORIES, INC.; EMCURE
`PHARMACEUTICALS, LTD.; ENDO HEALTH
`SOLUTIONS, INC.; ENDO INTERNATIONAL
`PLC; ENDO PHARMACEUTICALS, INC.; EPIC
`PHARMA, LLC; FOUGERA
`PHARMACEUTICALS, INC.; GENERICS BIDCO
`I, LLC; GLENMARK PHARMACEUTICALS INC.,
`USA; GREENSTONE LLC; G&W
`LABORATORIES, INC.; HERITAGE
`PHARMACEUTICALS, INC.; HIKMA
`PHARMACEUTICALS USA INC.; HIKMA LABS,
`INC.; IMPAX LABORATORIES, LLC; JUBILANT
`CADISTA PHARMACEUTICALS
`INC.; LANNETT COMPANY, INC.; LUPIN
`PHARMACEUTICALS, INC.; MAYNE PHARMA,
`INC.; MAYNE PHARMA USA, INC.; MORTON
`GROVE PHARMACEUTICALS, INC.; MYLAN
`INC.; MYLAN INSTITUTIONAL INC.; MYLAN
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`PHARMACEUTICALS, INC.; MYLAN N.V.;
`OCEANSIDE PHARMACEUTICALS, INC.;
`NOVARTIS AG; PAR PHARMACEUTICAL
`COMPANIES, INC.; PAR PHARMACEUTICAL,
`INC.; PERRIGO NEW YORK, INC.; PERRIGO
`COMPANY, PLC; PFIZER INC.; SANDOZ AG;
`SANDOZ, INC.; SUN PHARMACEUTICAL
`INDUSTRIES, INC.; TARO
`PHARMACEUTICALS USA, INC.; TARO
`PHARMACEUTICAL INDUSTRIES LTD.;
`TELIGENT, INC.; TEVA PHARMACEUTICALS
`USA, INC.; TORRENT PHARMA INC.; UPSHER-
`SMITH LABORATORIES, LLC; VIATRIS INC.;
`WEST-WARD COLUMBUS, INC.;
`WOCKHARDT USA LLC; ZYDUS
`PHARMACEUTICALS (USA) INC.
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`Defendants.
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`NATURE OF THE ACTION ..........................................................................................................2
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`TABLE OF CONTENTS
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`JURISDICTION AND VENUE ......................................................................................................8
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`PARTIES .......................................................................................................................................11
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`Plaintiffs ............................................................................................................................ 11
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`Defendants ........................................................................................................................ 12
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`Co-Conspirators ................................................................................................................ 30
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`INTERSTATE TRADE AND COMMERCE ...............................................................................33
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`FACTUAL ALLEGATIONS ........................................................................................................34
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`I.
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`Generic Drugs and Generic Competition .............................................................. 34
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`A. The Hatch-Waxman Act ............................................................................... 34
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`B. Relevant Entities in the Drug Distribution System ....................................... 35
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`C. Generic Drug Pricing .................................................................................... 37
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`II.
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`Defendants’ Overarching Conspiracy to Allocate Drug Business and
`Increase Generic Drug Prices ................................................................................ 39
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`A. Defendants had the Incentive to Conspire .................................................... 39
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`B. The Generic Drug Business is Conducive to Conspiracy ............................. 40
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`C. The Contours and Operation of the Overarching Conspiracy ...................... 42
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`D. Defendants Had Ample Opportunity to Conspire ......................................... 55
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`E. Evidence That Defendants took Actions against their Self-Interest ............. 66
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`F. Federal and State Antitrust Enforcers Have Commenced Legal
`Proceedings Over the Conspiracy. ................................................................ 67
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`G. Defendants’ Conspiracy was Effective And is Still Ongoing ....................... 76
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`ANTITRUST INJURY ..................................................................................................................77
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`TOLLING OF THE STATUTE OF LIMITATIONS/FRAUDULENT CONCEALMENT
`THE STATUTES OF LIMITATIONS DO NOT BAR CVS’s CLAIMS .....................................77
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`I.
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`II.
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`III.
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`Tolling Due to the Filing of Applicable Class Action Complaints
`(American Pipe Tolling) ....................................................................................... 78
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`Government Criminal Investigations—15 U.S.C. § 16(i). ................................... 78
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`Fraudulent Concealment Tolled the Statutes of Limitations ................................ 79
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`A. Defendants Took Active Measures to Conceal the Overarching
`Conspiracy .................................................................................................... 79
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`DEFENDANTS ENGAGED IN OBSTRUCTION OF JUSTICE ............................................... 84
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`CONTINUING VIOLATIONS .................................................................................................... 88
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`CLAIM FOR RELIEF—SHERMAN ACT § 1 (OVERARCHING CONSPIRACY) ..................89
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`CLAIM FOR RELIEF—SHERMAN ACT § 1 (EACH PRICE-FIXED DRUG) ........................90
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`PRAYER FOR RELIEF ................................................................................................................91
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`JURY DEMAND ...........................................................................................................................92
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`Appendix A: List of Price-Fixed Drugs ...................................................................................... A-1
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`Appendix B: Teva’s Role in Conspiracies Related to Price-Fixed Drugs ...................................B-1
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`Appendix C: Sandoz’s Role in Conspiracies Related to Price-Fixed Drugs ...............................C-1
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`Appendix D: Heritage’s Role in Conspiracies Related to Price-Fixed Drugs ............................ D-1
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`Appendix E: Taro’s Role in Conspiracies Related to Price-Fixed Drugs .................................... E-1
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`Appendix F: Mylan’s Role in Conspiracies Related to Price-Fixed Drugs ................................ F-1
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`Appendix G: Perrigo’s Role in Conspiracies Related to Price-Fixed Drugs ............................. G-1
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`Appendix H: G&W’s Role in Conspiracies Related to Price-Fixed Drugs ................................ H-1
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`Appendix I: Trade Association Meeting Attendance .................................................................... I-1
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`Plaintiff CVS Pharmacy, Inc. (“CVS”), through its attorneys, hereby brings this action
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`against Defendants Actavis Elizabeth, LLC; Actavis Holdco U.S., Inc.; Actavis Pharma, Inc.,
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`Alvogen Inc.; Amneal Pharmaceuticals, Inc.; Amneal Pharmaceuticals, LLC; Amneal
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`Pharmaceuticals of New York, LLC; Apotex Corp.; Ascend Laboratories, LLC; Aurobindo
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`Pharma USA, Inc.; Bausch Health Americas, Inc.; Bausch Health US, LLC; Breckenridge
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`Pharmaceutical, Inc.; Camber Pharmaceuticals, Inc.; Citron Pharma, LLC; DAVA
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`Pharmaceuticals, LLC; Dr. Reddy’s Laboratories, Inc.; Emcure Pharmaceuticals, Ltd.; Endo
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`Health Solutions, Inc.; Endo International plc; Endo Pharmaceuticals, Inc.; Epic Pharma, LLC;
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`Fougera Pharmaceuticals, Inc.; Generics Bidco I, LLC; Glenmark Pharmaceuticals Inc., USA;
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`Greenstone LLC; G&W Laboratories, Inc.; Heritage Pharmaceuticals, Inc.; Hikma
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`Pharmaceuticals USA Inc.; Hikma Labs, Inc.; Impax Laboratories, LLC; Jubilant Cadista
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`Pharmaceuticals Inc.; Lanett Company, Inc.; Lupin Pharmaceuticals, Inc.; Mayne Pharma, Inc.;
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`Mayne Pharma USA, Inc.; Morton Grove Pharmaceuticals, Inc.; Mylan Inc.; Mylan Institutional
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`Inc.; Mylan Pharmaceuticals, Inc.; Mylan N.V.; Novartis AG; Oceanside Pharmaceuticals, Inc.;
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`Par Pharmaceutical Companies, Inc.; Par Pharmaceutical, Inc.; Perrigo New York, Inc.; Perrigo
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`Company, plc; Pfizer Inc.; Sandoz AG; Sandoz, Inc.; Sun Pharmaceutical Industries, Inc.; Taro
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`Pharmaceuticals USA, Inc.; Taro Pharmaceuticals Industries Ltd.; Teligent, Inc.; Teva
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`Pharmaceuticals USA, Inc.; Torrent Pharma Inc.; Upsher-Smith Laboratories, LLC; Viatris Inc.;
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`West-Ward Columbus, Inc.; Wockhardt USA LLC; and Zydus Pharmaceuticals (USA) Inc.
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`Specifically, CVS hereby alleges —upon knowledge with respect to its own acts and those it
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`witnessed first-hand, and upon information and belief with respect to all other matters—the
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`following against Defendants:
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`NATURE OF THE ACTION
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`1.
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`In 1984, Congress enacted legislation aimed at expediting the approval of generic
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`drugs by the U.S. Food and Drug Administration (“FDA”). That law, entitled the Drug Price
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`Competition and Patent Term Restoration Act and commonly known as the “Hatch-Waxman
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`Act” was passed to provide pharmaceutical companies with the opportunity to offer
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`bioequivalent versions of branded drugs that safely and effectively treat all Americans at
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`substantially lower prices.1
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`2.
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`Since the enactment of the Hatch-Waxman Act, numerous manufacturers of
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`various generic drugs entered the U.S. and the manufacturing and distribution of generic drugs in
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`the U.S. has proliferated. As a result of this entry, unfettered competition amongst these generic
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`manufacturers was unleashed and, in turn, the prices that they have charged for their generic
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`products was constrained by actual and potential alternative generic drug suppliers. This
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`competitive dynamic functioned well for decades, reducing total U.S. pharmaceutical costs by, in
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`the very least, tens of billions of dollars annually.
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`3.
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`This case, like others filed in this multi-district litigation, concerns an
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`Overarching Conspiracy conceived, implemented and enforced by Defendant generic drug
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`manufacturers to suppress the very competition that the Hatch-Waxman Act sought to spur. That
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`Overarching Conspiracy is an agreed upon code that was conceived of and implemented by the
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`Defendants to quash the constraining impact that unfettered competition had on the prices that
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`they were able to charge for the generic drugs that they supplied. The common goal of this
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`conspiracy, which began as early as 2009, was and continues to be to artificially raise the prices
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`1 See Pub. L. No. 98-417, 98 Stat. 1585 (codified at 15 U.S.C. §§ 68b-68c, 70b; 21 U.S.C. §§
`301 note 355, 360cc, 28 U.S.C. § 2201; 35 U.S.C. §§ 156, 271, 282.
`2
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`of generic drugs sold by the Defendants to supra-competitive levels. Embedded within this
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`Overarching Conspiracy were specific agreements to allocate the sales, and, in turn, raise the
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`prices of, at least, approximately 400 particular generic drugs (referred to herein as the “Price-
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`Fixed Drugs”).
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`4.
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`This particular case concerns the impact of the Overarching Conspiracy and the
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`conspiracies related to the Price-Fixed Drugs on Plaintiff CVS, one of leading providers of retail,
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`mail-order and long-term care facility pharmacy services in the U.S. CVS was a prime victim of
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`these conspiracies, paying, as a result of Defendants’ anticompetitive conduct, billions of dollars
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`of overcharges for the Price-Fixed Drugs. A detailed list of the Price-Fixed Drugs are identified
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`in Appendix A.
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`5.
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`There can be no doubt that the Overarching Conspiracy, as well as the particular
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`conspiratorial actions taken by Defendants to raise the prices of the Price-Fixed Drugs, has been
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`wildly successful. It has enabled the Defendants to impose many billions of dollars of
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`anticompetitive overcharges not only on CVS, but on direct purchasers across the U.S.,
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`increasing the cost of health care throughout the country. These actions have violated and
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`continue to violate Section 1 of the Sherman Act, 15 U.S.C. § 1 per se.
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`6.
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`Defendants effectuated the Overarching Conspiracy through a variety of
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`anticompetitive tactics, including agreements to (1) allocate particular customers that purchased
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`generic drugs to particular Defendants, and (2) fix the prices of particular generic drugs so they
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`would not fall below certain floors. Specifically, the Overarching Conspiracy involved
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`allocating a “fair share” of generic drug sales to each of the Defendants. Pursuant to this
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`conspiracy, certain Defendants, dubbed by other Defendants as “high quality” or “responsible”
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`competitors, agreed to refrain from actually or effectively competing to make the sale of
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`particular generic drugs to particular purchasers (i.e., Drugs A and B) so that other Defendants
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`could supply these drugs at artificially high prices without fear of losing business. In
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`consideration for this allocation, the Defendants that were artificially shielded from price
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`competition on the sale of Drugs A and B would agree not to compete for the sale of other
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`generic drugs (i.e., Drugs C and D) to other purchasers so that the suppliers of Drugs C and D
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`could likewise impose supra-competitive prices. Accordingly, the overarching “fair share”
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`agreement central to this case, in addition to the specific “fair share” agreements that were
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`subsumed within it, has constituted an “I’ll scratch your back if you scratch my back” construct.
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`Importantly, the agreement among all Defendants to adhere to the rules regarding “fair share”
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`was critical to their ability to maintain high prices.
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`7.
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`The Overarching Conspiracy has also involved agreements to charge higher prices
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`than would have prevailed in a competitive market for the Price-Fixed Drugs. In addition to
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`allocating “fair shares” of particular generic drug sales to Defendants, the Defendants agreed not
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`to lower prices below certain floors to ensure that inadvertent potential or actual competition
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`would not break out amongst them. In this way and to further effectuate the conspiracy,
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`Defendants routinely provided their co-conspirators with information on price increases that they
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`intended to take in advance. They did this to ensure that all of the various conspirators would
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`follow suit with matching or even greater price increases.
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`8.
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`Each of the Defendants had the incentive to participate in the Overarching
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`Conspiracy as well as the conspiracies related to the Price-Fixed Drugs that were subsumed
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`within it. By participating, they were able to artificially raise the prices of the generic drugs that
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`they sold and, in turn, substantially increase their profitability.
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`9.
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`Each of the Defendants also had an opportunity to conspire and, indeed, did so.
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`An interwoven, cooperative culture has permeated throughout the generic drug industry in the
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`U.S. Employees, particularly Account Managers, at the Defendants frequently moved from the
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`employ of one Defendant to another while maintaining their relationships at their prior
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`Defendant employer. These employees then, as a matter of course, repeatedly engaged in inter-
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`firm communications with their prior colleagues at their former firms, in addition to other
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`employees of Defendants, by telephone, text, email or other electronic means – as numerous
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`records demonstrate – shortly, if not immediately, before price increases on various generic
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`drugs were announced.
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`10.
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`These employees also had the opportunity to conspire, and, indeed, did conspire,
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`at various industry events. They repeatedly discussed how to effectuate the Overarching
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`Conspiracy and the individual conspiracies related to the Price-Fixed Drugs at industry
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`conferences, social gatherings, “industry dinners,” “girls’ nights out,” lunches, golf outings, and
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`meetings of the trade associations that they attended. This evidence demonstrates not only an
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`ability among the Defendants to conspire, but that these conspiracies were, in fact, launched and
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`implemented.
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`11.
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`The Defendants also had the ability to implement and enforce the Overarching
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`Conspiracy and those that were subsumed within it. In general, there are only a few suppliers of
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`each generic drug, which, by definition, is a commodity-like product, making generic drug
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`markets, including those relevant to the Price-Fixed Drugs, particularly susceptible to
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`cartelization. This, in other words, made it easier to divide individual generic drug markets
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`among competitors.
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`12.
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`The generic drug price increases covered by this Complaint cannot be explained
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`by changes in supply, the costs of production, or demand. There are no market forces that
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`explain the pricing of the drugs identified in this Complaint other than collusion. CVS, for
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`example, often facing inexplicable price increases on generic drugs that were not justified by any
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`legitimate rationales, including, but not limited to, supply chain problems.
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`13.
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`To be sure, the repeated actions taken by the Defendants to forego increasing their
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`market shares in order to preserve “fair share” principles are actions that, in a competitive
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`market, would not have been taken. CVS, for example and notwithstanding its significant
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`position as a direct purchaser of generic drugs, was often confronted with generic drug suppliers
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`that merely passed on the opportunity to make substantial sales to it without a justifiable or any
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`other explanation. The fact that Defendants often passed on the opportunity to do business with
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`CVS, given its leading position amongst pharmacies, shows that they were willing to take actions
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`that were against their individual self-interests to assure the continued viability of the subject
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`conspiracies. This further demonstrates that Defendants’ pricing and supply decisions were
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`motivated by an illegal conspiracy rather than their own unilateral incentives.
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`14.
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`Further demonstrating that Defendants participated in these conspiracies is the
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`fact that the Defendants actively took measures to conceal their actions from CVS and other
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`purchasers of generic drugs throughout the damages period. The Defendants were aware that
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`their conspiratorial conduct violated law and, for this reason, they actively cloaked their actions
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`from their customers (and government enforcers).
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`15.
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`The subject Overarching Conspiracy and the conspiracies to allocate the sale of
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`specific generic drugs amongst Defendants and to fix, maintain, and stabilize their price has been
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`and continues to be the subject of substantial criminal proceedings brought by the Antitrust
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`Division of the US Department of Justice (“DOJ”) and civil complaints filed by 48 State
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`Attorneys General (“State AGs”) and private parties. These various proceedings substantiate the
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`claims made herein.
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`16. While there were many participants in these conspiracies, the evidence
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`demonstrates that there were several ringleaders. Among those are Defendants Teva, Sandoz,
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`Heritage, Taro, Mylan, Perrigo, and G&W. Specific details regarding their central roles in the
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`Overarching Conspiracy and particular conspiracies related to the Price-Fixed Drugs can be
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`found in the various Appendices to this Complaint.2
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`17.
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`As a result of Defendants’ conspiracy, CVS substantially overpaid for each of the
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`Price-Fixed Drugs. In particular, it paid a 100% increase or more on hundreds of generic drugs
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`during the damages period – an increase that has been labelled by the U.S. Government
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`Accountability Office as “extraordinary” and one which could not be explained by any cost-
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`based or competitive rationale.
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`18.
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`In total, CVS paid several billions of dollars of overcharge damages for generic
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`drugs to the Defendants. CVS has initiated this action to recover three times these damages from
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`2 Appendix B focuses upon Teva’s coordination with other Defendants to allocate markets
`related to and fix, maintain and stabilize the prices of Price-Fixed Drugs. Appendix C focuses
`upon Sandoz’s coordination with other Defendants to allocate markets related to and fix,
`maintain and stabilize the prices of Price-Fixed Drugs. Appendix D focuses upon Heritage’s
`coordination with other Defendants to allocate markets related to and fix, maintain and stabilize
`the prices of Price-Fixed Drugs. Appendix E focuses upon Taro’s coordination with other
`Defendants to allocate markets related to and fix, maintain and stabilize the prices of Price-Fixed
`Drugs. Appendix F focuses upon Mylan’s coordination with other Defendants to allocate
`markets related to and fix, maintain and stabilize the prices of Price-Fixed Drugs. Appendix G
`focuses upon Perrigo’s coordination with other Defendants to allocate markets related to and fix,
`maintain and stabilize the prices of Price-Fixed Drugs. Appendix H focuses upon G&W’s
`coordination with other Defendants to Specific examples of G&W’s coordination with other
`Defendants to allocate markets related to and fix, maintain and stabilize the prices of Price-Fixed
`Drugs. The particular conspiratorial actions referenced in these Appendices are all subsumed
`within and are part of Defendants’ Overarching Conspiracy.
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`these Defendants, in addition to reasonable attorney fees and costs that it has expended in
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`pursuing this action, pursuant to Clayton Act § 4.
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`JURISDICTION AND VENUE
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`19.
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`This civil antitrust action arises under Section 1 of the Sherman Act, 15 U.S.C. §
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`1, for treble damages and injunctive relief, pursuant to Sections 4 and 16 of the Clayton Act, 15
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`U.S.C. §§ 15(a) and 26.
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`20.
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`This Court has subject matter jurisdiction of each of the claims in this action
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`pursuant to 28 U.S.C. §§ 1331 and 1337.
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`21.
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`Venue is proper in this Court pursuant to Sections 4 and 12 of the Clayton Act, 15
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`U.S.C. §§ 15 & 22, and 28 U.S.C. § 1391, for any one or more of the reasons stated in the
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`subparagraphs below:
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`(a)
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`Venue is proper in this District pursuant to 28 U.S.C. § 1391(b) because a
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`substantial part of the events giving rise to this claim occurred in this
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`District, including the sale of generic drugs to Plaintiffs and others at
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`supra-competitive prices;
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`(b)
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`Venue is proper in this District pursuant to 28 U.S.C. § 1391(c) because
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`each Defendant is subject to personal jurisdiction in this District;
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`(c)
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`Defendants transact business or are found in this District, and, therefore,
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`venue is proper under 15 U.S.C. § 22; and/or
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`(d)
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`To the extent that there is no District in which this action may otherwise
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`be brought, then venue is proper in this District pursuant to 28 U.S.C. §
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`1391(b) because one or more Defendants is/are found in this District.
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`22.
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`Defendants are subject to the personal jurisdiction of this Court for any one or
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`more of the reasons stated below:
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`(a)
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`Defendants are amenable to service of process because, as alleged in this
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`Complaint, each inhabits, transacts business in, has continuous or
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`systematic contacts with, or is found or has sufficient minimum contacts in
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`the United States sufficient to satisfy due process;
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`(b)
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`Defendants are amenable to service of process because, as alleged in this
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`Complaint, each inhabits, transacts business in, or is found in this District.
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`Defendants headquartered outside this District are nevertheless engaged in
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`the business of developing, manufacturing, distributing, advertising and/or
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`selling generic drugs throughout the United States, including in this
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`District;
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`(c)
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`Defendants are amenable to service of process because, as alleged in this
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`Complaint, each Defendant belonged to the conspiracy alleged in this
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`Complaint, and one or more of them, and their co-conspirators, performed
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`unlawful acts in furtherance of the conspiracy in this District including,
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`without limitation, selling one or more generic drugs to Plaintiffs and
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`others in this District at artificially inflated prices;
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`(d)
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`Defendants are amenable to service of process pursuant to Rule 4(k)(1)(A)
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`of the Federal Rules of Civil Procedure and the long-arm statute of the
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`Commonwealth in which this Federal Court sits because, as alleged in this
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`Complaint, each Defendant has transacted business in the Commonwealth,
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`each Defendant has contracted to supply services or things in this
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`Commonwealth, each Defendant has caused harm by acts taken within this
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`Commonwealth, each Defendant has caused harm in this Commonwealth
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`by acts or omissions outside this Commonwealth, each Defendant has
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`committed violations of 15 U.S.C. § 1 within this Commonwealth, and
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`because the Commonwealth’s long-arm statute extends jurisdiction to the
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`limits of due process and each Defendant has sufficient minimum contacts
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`with the Commonwealth to satisfy due process; and/or
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`(e)
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`Defendants and one or more of their co-conspirators contracted to supply
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`services or goods, including generic drugs, in the Commonwealth where
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`this Federal Court sits; money flowed from Plaintiffs or other purchasers
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`in the Commonwealth to pay Defendants and their co-conspirators for
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`generic drugs; Defendants and one or more of their co-conspirators
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`transact business in the Commonwealth in furtherance of the conspiracy;
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`Defendants and their co-conspirators did or caused one or more unlawful
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`acts alleged in this Complaint to be done, or consequences to occur, in the
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`Commonwealth; Defendants and their co-conspirators engaged in
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`unlawful conduct described in this Complaint outside of the
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`Commonwealth causing injury to Plaintiffs in the Commonwealth, and
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`because this Court’s exercise of jurisdiction is not inconsistent with the
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`Constitution of this Commonwealth or the Constitution of the United
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`States.
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`(f)
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`Defendants are subject to the general and specific personal jurisdiction of
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`this Court because they have purposefully directed their contacts and
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`conspiratorial conduct at the United States (including the forum
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`Commonwealth) and have purposefully availed themselves of the laws of
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`the United States. As alleged in this Complaint, each Defendant, either
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`directly, or indirectly through their subsidiaries, engaged in price-fixing
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`activities and anticompetitive conduct that were intended to have, and did
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`have, direct, substantial and reasonably foreseeable effects on the
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`commerce of the forum Commonwealth and the United States.
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`PARTIES
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`PLAINTIFFS
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`23.
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`Plaintiff CVS Pharmacy, Inc. (“CVS”) is a corporation organized and existing
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`under the laws of Rhode Island with its principal place of business at One CVS Drive,
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`Woonsocket, Rhode Island 02895. CVS, either directly or indirectly through its subsidiaries or
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`affiliates, operates retail pharmacies and purchases substantial quantities of branded and generic
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`pharmaceutical products and other goods for resale to the public through approximately 9,900
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`drugstores, 151 long-term care facility pharmacies, 11 mail service pharmacies, and 27 specialty
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`pharmacies.
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`24.
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`CVS’s long-term care facility pharmacies are operated by Omnicare, Inc. and its
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`subsidiaries (“Omnicare”). Omnicare became a wholly-owned subsidiary of CVS Pharmacy in
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`2015. Both before and after the CVS acquisition, Omnicare provided its services to skilled
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`nursing facilities, assisted living facilities, independent living communities, hospitals, and other
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`health care service providers, representing more than 1.4 million beds in 47 states.3
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`3 Through the cover complaint and the appendices, interactions with Omnicare prior to its
`acquisition by CVS are identified as Omnicare.
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`CVS brings this action on its own as a direct purchaser of generic drugs and as the
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`25.
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`assignee of Cardinal Health, Inc. (“Cardinal”) and McKesson Corporation (“McKesson”).
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`Cardinal and McKesson are national pharmaceutical wholesalers, which, during the relevant
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`period, purchased the generic pharmaceutical drugs that are the subject of this Complaint directly
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`from Defendants for resale to CVS Pharmacy.
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`DEFENDANTS
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`26.
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`Teva: Defendant Teva Pharmaceuticals USA, Inc. (“Teva”) is a corporation
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`organized and existing under the laws of Delaware with its principal place of business in North
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`Wales, Pennsylvania. Teva is a wholly-owned subsidiary of Teva Pharmaceutical Industries,
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`Ltd., an Israeli corporation. At all times relevant to the Complaint, Teva has marketed and sold
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`generic pharmaceuticals throughout the United States and in this District.
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`27.
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`Actavis: Defendant Actavis Holdco U.S., Inc. (“Actavis Holdco”) is a corporation
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`organized and existing the laws of Delaware with its principal place of business in Parsippany,
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`New Jersey. Actavis Holdco is a wholly-owned subsidiary of Defendant Teva Pharmaceuticals
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`USA, Inc. In August 2016, Defendant Teva acquired the Actavis generics business of Allergan
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`plc, including Actavis, Inc. (formerly known as Watson Pharmaceuticals). Upon the acquisition,
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`Actavis, Inc. was renamed Allergan Finance, LLC, which, in turn, assigned the assets and
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`liabilities of the former Allergan plc generics business to the newly formed Actavis Holdco,
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`including subsidiaries Defendant Actavis Pharma, Inc. and Defendant Actavis Elizabeth LLC,
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`among others.
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`28. Defendant Actavis Pharma, Inc. is a corporation organized and existing under the
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`laws of Delaware with its principal place of business in Parsippany, New Jersey. It is a wholly-
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`owned subsidiary of Actavis Holdco, (which is wholly-owned by Teva USA) and is a principal
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`operating company in the United States for Teva USA’s generic products acquired from Allergan
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`plc. It manufactures, markets, and/or distributes generic pharmaceuticals.
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`29.
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`Defendant Actavis Elizabeth LLC is a Delaware company with its principal place
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`of business in Elizabeth, New Jersey. It is a wholly-owned subsidiary of Actavis Holdco.
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`30.
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`Unless addressed individually, Actavis Holdco, Actavis Pharma, Inc., Actavis
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`Elizabeth LLC, and any other subsidiary of Actavis Holdco are collectively referred to herein as
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`“Actavis.” At all times relevant to the Complaint, Actavis has marketed and sold generic
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`pharmaceuticals throughout the United States and in this District.
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`31.
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`Sandoz: Defendant Sandoz, Inc. is a Delaware corporation with its principal
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`place of business in Princeton, New Jersey. Sandoz, Inc. is registered with the Pennsylvania
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`Department of State as a foreign corporation and maintains a registered agent in Pennsylvania.
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`Sandoz, Inc. has, at all times relevant to this Complaint, sold and marketed generic drugs
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`throughout the United States and in this District that its parent, Sandoz International GmbH
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`(“Sandoz