IS 44 (Rev 10/20)
`
`CIVIL COVER SHEET
`The JS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law, except as
`provided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the
`(SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM)
`purpose of initiating the civil docket sheet
`DEFENDANTS
`I. (a) PLAINTIFFS
`
`CVS PHARMACY, INC.
`
`ACTAVlS ELIZABETH, LLC, et al.
`
`
`(1)) County of Residence of First Listed Plaintiff Providence RI
`(EXCEPTIN US. PLAINTIFF CASES)
`
`
`County of Residence of First Listed Defendant Morris NJ
`(IN US. PLAINTIFF CASES ONLY)
`NOTE:
`IN LAND CONDEMNATION CASES, USE THE LOCATION OF
`THE TRACT OF LAND INVOLVED.
`
`Attorneys (IfKnown)
`
`Sheron Korpus, Kasowitz Benson Torres LLP, 1633
`Broadway, New York, NY 10019
`
`III. CITIZENSHIP OF PRINCIPAL PARTIES (Place an ”X" in One Bax/0r Plain/1'17
`(For Diversity Cases Only)
`and One Baxfor Defendanl)
`PTF
`DEF
`PTF
`DEF
`
`
`
`Citizen of This State
`
`Citizen of Another State
`
`Citizen or Subject ofa
`Foreign Country
`
`
`
`3 l D 1
`
`Incorporated or Principal Place
`of Business In This State
`
`I: 4
`
`[:1 4
`
`:] 2
`
`E] 2
`
`Incorporated and Principal Place
`of Business In Another State
`
`E] 5
`
`1:] 5
`
`:1 3 D 3
`
`Foreign Nation
`E] 6 D 6
`
`
`Click here for: N ture of Suit Code Descri-ns.
`
`
`
`
`
`(C) Attorneys (Firm Name, Address, and Telephone Number)
`Douglas F. Johnson, Earp Cohn PC. 123 S. Broad
`Street, Suite 1030, Philadelphia, PA 19109
`(215) 963—9520
`II. BASIS OF JURISDICTION (Place an ”X" in One Bax Only)
`
`E] 1 US. Government
`Plaintiff
`
`.3 Federal Question
`(US. Government Not a Party)
`
`[:1 2 US. Government
`Defendant
`
`D 4 Diversity
`(Indicate Citizenship ofParties in Item III)
`
`B 151 Medicare Act
`
`I 330 Federal Employers’
`
`ProductLiability
`
`IV-, _.NATURE OF SUIT (Place an’“X” in One Bax Only)
`
`
`CONTRACT
`_
`,
`‘9
`
`
`375 False Claims Act
`422 Appeal 28 USC 158
`110 Insurance
`PERSONAL INJURY
`PERSONAL INJURY I 625 Drug Related Seizure
`
`
`
`
`
`376 Qui Tam (31 USC
`ofProperty 21 USC 881
`423 Withdrawal
`I 310 Airplane
`120 Marine
`D 365 Personal Injury -
`
`
`
`
`
`3729(a))
`I 315 Airplane Product
`I 690 Other
`28 USC 157
`130 Miller Act
`Product Liability
`
`
`I 400 State Reappomonment
`140 Negotiable Instrument
`Liability
`El 367 Health Carel
`
`[j 150 Recovery of Overpayment I 320 Assault, Libel &
`Pharmaceutical
`410 Antitrust
`
`
`820 Copyrights
`.430 Banks and Banking
`& Enforcement of Judgment
`Slander
`Personal Injury
`
`
`
`830 Patent
`.450 Commerce
`
`
`
`460 Deportation
`835 Patent - Abbreviated
`E] 368 Asbestos Personal
`152 Recovery of Defaulted
`Liability
`
`
`470 Racketeer Influenced and
`New Drug Application
`Injury Product
`Student Loans
`I 340 Marine
`
`
`
`Corrupt Organizations
`840 Trademark
`Liability
`(Excludes Veterans)
`I 345 Marine Product
`
`
`
`480 Consumer Credit
`880 Defend Trade Secrets
`PERSONAL PROPERTY
`D 153 Recovery of Overpayment
`Liability
`
` - 710 Fair Labor Standards
`of Veteran’s Benefits
`370 Other Fraud
`
`
`I 350 Motor Vehicle
`(15 USC 1681 01‘1692)
`Act of2016
`
`
`
`E
`485 Telephone Consumer
`371 Truth in Lending
`I 355 Motor Vehicle
`D 160 Stockholders’ Suits
`Protection Act
`
`I 720 Labor/Management
`, VSOCIALi‘SE-‘CURITY‘T‘
`‘-
`‘
`El 380 Other Personal
`E] 190 Other Contract
`Product Liability
`
`
`
`490 Cable/Sat TV
`861 HIA (1395fl)
`Relations
`Property Damage
`195 Contract Product Liability I 360 Other Personal
`
`
`|:] 3115 Property Damage
`B 196 Franchise
`Injury
`
`850 Securities/Commodities/
`I 740 Railway Labor Act
`862 Black Lung (923)
`
`
`
`
`Exchange
`I 751 Family and Medical
`863 DIWC/DIWW (405(g))
`Product Liability
`I 362 Personal Injury -
`
`
`
`890 Other Statutory Actions
`Leave Act
`864 SSID Title XVI
`
`
`
`Medical Malpractice
`‘:REAL_PR0PERTY
`‘
`‘ PRISONER“ ' ETITIONS .' I 790 Other Labor Litigation
`891 Agricultural Acts
`E] 865 RSI(405(g))
`
`791 Em lo ee Retirement
`
`P 3’
`
`
`Habeas Corpus:
`I 210 Land Condemnation
`‘ 893 Environmental Matters
`I 440 Other Civil Rights
`
`
`895 Freedom of Information
`Income Security Act
`I 463 Alien Detainee
`I 441 Voting
`[:l 220 Foreclosure
`
`
`
`
`I 510 Motions to Vacate
`230 Rent Lease & Ejectment I 442 Employment
`Act
`[:l 870 Taxes (U.8.Plaintiff
`
`
`
`
`I 443 Housing/
`or Defendant)
`240 Torts to Land
`Sentence
`896 Arbitration
`
`
`1:] 871 IRSwThird Party
`I 530 General
`245 Tort Product Liability
`Accommodations
`899 Administrative Procedure
`
`
`
`[3 290 All Other Real Property I 445 Amer. w/Disabilities — I 535 Death Penalty
`26 USC 7609
`:z
`-,
`IMMIGRATlON
`.
`AcVReview or Appeal of
`
`
`
`
`I 462 Naturalization Application
`Other:
`Employment
`Agency Decision
`
`
`
`
`
`I 446 Amer. w/Disabilities - I 540 Mandamus & Other I 465 Other Immigration
`950 Constitutionality of
`
`
`I 550 Civil Rights
`'
`Other
`State Statutes
`
`
`
` I 448 Education
`I 555 Prison Condition
`
`
`I 560 Civil Detainee -
`
`Conditions of
`Confinement
`
`
`V. ORIGIN (Place an ”X" in One Box Only)
`.1 Original
`2 Removed from
`Proceeding
`State Court
`
`D4 Reinstated or E] 5 Transferred from
`Another District
`Reopened
`(5113605))
`Cite the US. Civil Statute under which you are filing (Do not citejurisdictiomtl statutes unless diversity):
`
`15 use. 5 1
`VI. CAUSE OF ACTION
`Brief description of cause:
`Defendants conspired not to compete on the manufacture, pricing, and sale of numerous generic drugs in the United States.
`
`6 Multidistrict
`Litigation -
`Transfer
`
`8 Multidistrict
`Litigation —
`Direct File
`
`[:13
`
`Remanded from
`Appellate Court
`
`VII. REQUESTED IN
`[I CHECK IF THIS IS A CLASS ACTION
`DEMAND $
`CHECK YES only if demanded in complaint:
`
`COMPLAINT:
`UNDER RULE 23, F~RACV~P~
`$2.5 Billion +
`JURY DEMAND:
`.Yes
`El No
`
`VIII. RELATED CASE (S)
`IF ANY
`
`(See instructions):
`
`JUDGE
`
`Cynthia M. Rufe
`
` ”W435%30-51333;«mammlmawxwmu
`
`
`MAG JUDGE
`RECEIPT #
`AMOUNT
`APPLYING IFP
`
`
`

`

`UNITED STATES DISTRICT COURT
`FOR THE EASTERN DISTRICT OF PENNSYLVANIA
`
`DESIGNATION FORM
`(to be used by counsel or pro se plaintiff to indicate the category ofthe case for the purpose ofassignment to the appropriate calendar)
`
`Address ofplaimiffi
`
`CVS Pharmacy, Inc., One CVS Drive, Woonsocket, Rhode Island 02895
`
`
`Address 0fmfmdam,
`
`Actavis Elizabeth LLC, 400 lnterpace Parkway, Parsippany, NJ 07054
`
`
`Place OfAccidem IncidentorTransaction:
`
`Multiple locations throughout the United States
`
`RELATED CASE, IF ANY:
`
`2:16—md-2724
`Honorable Cynthia M. Rufe
`Judge:
`
`Case Number:
`
`DateTerminated:
`
`Civil cases are deemed related when Yes is answered to any of the following questions:
`
`1.
`
`Is this case related to property included in an earlier numbered suit pending or Within one year
`previously terminated action in this court?
`
`Does this case involve the same issue of fact or grow out of the same transaction as a prior suit
`pending or within one year previously terminated action in this court?
`
`Does this case involve the validity or infringement of a patent already in suit or any earlier
`numbered case pending or within one year previously terminated action of this court?
`
`Is this case a second or successive habeas corpus, social security appeal, or pro se civil rights
`case filed by the same individual?
`x” “‘2g
`
`Yes [3
`
`Yes
`
`Yes I:
`
`Yes [1
`
`No
`
`fe}atedito any case nowiéefiding or within one year previously terminated action in
`I certify that, to my knowledge, the within case E] is / I] is not
`”if”
`L
`*"
`’
`" 2“
`this court except as noted above.
`
`DATE, 12/15/2020
`a we
`40036
`Attorney [.D. # (ifapplicab/e)
`
`CIVIL: (Place a \l in one category only)
`Eh
`
`Federal Question Cases:
`
`Diversity Jurisdiction Cases:
`
`DDEIEIEIEIEJDEIa
`
`Insurance Contract and Other Contracts
`Airplane Personal Injury
`Assault, Defamation
`Marine Personal Injury
`Motor Vehicle Personal Injury
`Other Personal Injury (Please speczfiz):
`Products Liability
`Products Liability — Asbestos
`All other Diversity Cases
`
`(Please specifiz):
`
`
`
`Jones Act-Personal Injury
`Antitrust
`Patent
`
`Indemnity Contract, Marine Contract, and All Other Contracts
`FELA
`
`[11.
`D2.
`D3.
`.4.
`[35.
`Labor-Management Relations
`U6.
`Civil Rights
`D7.
`Habeas Corpus
`[18.
`Securities Act(s) Cases
`B9.1
`. Social Security Review Cases
`. All other Federal Question Cases
`Ell
`(Please specify):
`
`ARBITRATION CERTIFICATION
`(The eflect ofthz's certification is to remove the cosefrom eligibilityfor arbitration.)
`
`Douglas F. Johnson
`
`, counsel of record or pro se plaintiff, do hereby certify:
`
`Pursuant to Local Civil Rule 53.2, § 3(0) (2), that to the best of my knowledge and belief, the damages recoverable in this civil action ease
`exceed the sum of $150,000.00 exclusive of interest and costxs'em:
`D Reliefother than monetary damages is sought.
`
`40036
`M
`,
`12/15/2020
`DATE:
`4,,
`eff/orney-at-Laigdfiifo Se Plaintifi"
`y
`
`Attorney I.D. ii (ifapplicable)
`
`NOTE: A trial de novo will be a trial by jury only if there has been compliance with F,R.C.P. 38,
`
`Civ. 609 (5/2018)
`
`

`

`IN THE UNITED STATES DISTRICT COURT
`FOR THE EASTERN DISTRICT OF PENNSYLVANIA
`
`CASE MANAGElVIENT TRACK DESIGNATION FORM
`
`CVS Pharmacy, Inc.
`
`;
`
`CIVIL ACTION
`
`V.
`
`Actavrs Elizabeth, LLC, et al.
`
`NO.
`
`In accordance with the Civil Justice Expense and Delay Reduction Plan of this court, counsel for
`plaintiff shall complete a Case Management Track Designation Form in all civil cases at the time of
`filing the complaint and serve a copy on all defendants. (See § 1:03 of the plan set forth on the reverse
`side of this form.)
`In the event that a defendant does not agree with the plaintiff regarding said
`designation, that defendant shall, with its first appearance, submit to the clerk of court and serve on
`the plaintiff and all other parties, a Case Management Track Designation Form specifying the track
`to Which that defendant believes the case should be assigned.
`
`SELECT ONE OF THE FOLLOWING CASE MANAGEMENT TRACKS:
`
`(a) Habeas Corpus — Cases brought under 28 U.S.C. § 2241 through § 2255.
`
`(b) Social Security — Cases requesting review of a decision of the Secretary of Health
`and Human Services denying plaintiff Social Security Benefits.
`
`(c) Arbitration — Cases required to be designated for arbitration under Local Civil Rule 53.2.
`
`(d) Asbestos v Cases involving claims for personal injury or property damage from
`exposure to asbestos.
`
`(e) Special Management — Cases that do not fall into tracks (a) through (d) that are
`commonly referred to as complex and that need special or intense management by
`the court. (See reverse side of this form for a detailed explanation of special
`management cases.)
`
`(t) Standard Management — Cases thaatydo not fall into any one of the other tracks.
`4’1
`[F
`
`(
`
`(
`
`(
`
`)
`
`)
`
`)
`
`(
`
`)
`
`( x)
`
`(
`
`)
`
`December 15, 2020
`Date
`
`was ,J 5’3""
`.3“
`
`ttorgey
`'
`I
`
`W Plaintiff CVS Pharmacy, Inc.
`Attorney for
`
`215—963-9520
`
`21’58‘4963‘9620
`
`dfjohnsomazearpcohncom
`
`Telephone
`
`FAX Number
`
`E—Mail Address
`
`(Civ. 660) 10/02
`
`

`

`
`
`
`
`IN THE UNITED STATES DISTRICT COURT
`FOR THE EASTERN DISTRICT OF PENNSYLVANIA
`
`
`
`
`Civil Action No.: _________
`
`MDL 2724
`
`COMPLAINT
`
`JURY TRIAL DEMANDED
`
`
`
`Plaintiffs,
`
`IN RE GENERIC PHARMACEUTICALS
`PRICING ANTITRUST LITIGATION
`__________________________________________
`
`
`CVS PHARMACY, INC.,
`
`
`
`vs.
`
`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
`
`
`
`
`
`
`
`
`
`
`

`

`
`
`
`
`PHARMACEUTICALS, INC.; MYLAN N.V.;
`OCEANSIDE PHARMACEUTICALS, INC.; PAR
`PHARMACEUTICAL COMPANIES, INC.; PAR
`PHARMACEUTICAL, INC.; PERRIGO NEW
`YORK, INC.; PERRIGO COMPANY, PLC;
`PFIZER INC.; 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.
`
`
`
`
`Defendants.
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`

`

`
`
`
`
`
`
`
`
`NATURE OF THE ACTION ..........................................................................................................2
`
`TABLE OF CONTENTS
`
`JURISDICTION AND VENUE ......................................................................................................8
`
`PARTIES .......................................................................................................................................11
`
`Plaintiffs ............................................................................................................................ 11
`
`Defendants ........................................................................................................................ 12
`
`Co-Conspirators ................................................................................................................ 28
`
`INTERSTATE TRADE AND COMMERCE ...............................................................................31
`
`FACTUAL ALLEGATIONS ........................................................................................................32
`
`I.
`
`Generic Drugs and Generic Competition .............................................................. 32
`
`A. The Hatch-Waxman Act ............................................................................... 32
`
`B. Relevant Entities in the Drug Distribution System ....................................... 34
`
`C. Generic Drug Pricing .................................................................................... 35
`
`II.
`
`Defendants’ Overarching Conspiracy to Allocate Drug Business and
`Increase Generic Drug Prices ................................................................................ 37
`
`A. Defendants had the Incentive to Conspire .................................................... 37
`
`B. The Generic Drug Business is Conducive to Conspiracy ............................. 38
`
`C. The Contours and Operation of the Overarching Conspiracy ...................... 41
`
`D. Defendants Had Ample Opportunity to Conspire ......................................... 53
`
`E. Evidence That Defendants took Actions against their Self-Interest ............. 65
`
`F. Federal and State Antitrust Enforcers Have Commenced Legal
`Proceedings Over the Conspiracy. ................................................................ 66
`
`G. Defendants’ Conspiracy was Effective And is Still Ongoing ....................... 75
`
`ANTITRUST INJURY ..................................................................................................................76
`
`TOLLING OF THE STATUTE OF LIMITATIONS/FRAUDULENT CONCEALMENT
`THE STATUTES OF LIMITATIONS DO NOT BAR CVS’s CLAIMS .....................................77
`
`
`
`i
`
`
`
`

`

`
`
`
`
`
`
`
`I.
`
`Tolling Due to the Filing of Applicable Class Action Complaints
`(American Pipe Tolling) ....................................................................................... 77
`
`II.
`
`Government Criminal Investigations—15 U.S.C. § 16(i). ................................... 77
`
`III.
`
`Fraudulent Concealment Tolled the Statutes of Limitations ................................ 78
`
`A. Defendants Took Active Measures to Conceal the Overarching
`Conspiracy .................................................................................................... 78
`
`DEFENDANTS ENGAGED IN OBSTRUCTION OF JUSTICE ............................................... 83
`
`CONTINUING VIOLATIONS .................................................................................................... 87
`
`CLAIM FOR RELIEF—SHERMAN ACT § 1 (OVERARCHING CONSPIRACY) ..................88
`
`CLAIM FOR RELIEF—SHERMAN ACT § 1 (EACH PRICE-FIXED DRUG) ........................89
`
`PRAYER FOR RELIEF ................................................................................................................90
`
`JURY DEMAND ...........................................................................................................................91
`
`Appendix A: List of Price-Fixed Drugs ...................................................................................... A-1
`
`Appendix B: Teva’s Role in Conspiracies Related to Price-Fixed Drugs ...................................B-1
`
`Appendix C: Sandoz’s Role in Conspiracies Related to Price-Fixed Drugs ...............................C-1
`
`Appendix D: Heritage’s Role in Conspiracies Related to Price-Fixed Drugs ............................ D-1
`
`Appendix E: Taro’s Role in Conspiracies Related to Price-Fixed Drugs .................................... E-1
`
`Appendix F: Mylan’s Role in Conspiracies Related to Price-Fixed Drugs ................................ F-1
`
`Appendix G: Perrigo’s Role in Conspiracies Related to Price-Fixed Drugs ............................. G-1
`
`Appendix H: G&W’s Role in Conspiracies Related to Price-Fixed Drugs ................................ H-1
`
`Appendix I: Trade Association Meeting Attendance .................................................................... I-1
`
`
`
`ii
`
`
`
`

`

`
`
`
`
`Plaintiff CVS Pharmacy, Inc. (“CVS”), through its attorneys, hereby brings this action
`
`against Defendants 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.; Lanett Company, Inc.; Lupin Pharmaceuticals, Inc.; Mayne Pharma, Inc.;
`
`Mayne Pharma USA, Inc.; Morton Grove Pharmaceuticals, Inc.; Mylan Inc.; Mylan Institutional
`
`Inc.; Mylan Pharmaceuticals, Inc.; Mylan N.V.; Oceanside Pharmaceuticals, Inc.; Par
`
`Pharmaceutical Companies, Inc.; Par Pharmaceutical, Inc.; Perrigo New York, Inc.; Perrigo
`
`Company, plc; Pfizer Inc.; Sandoz, Inc.; Sun Pharmaceutical Industries, Inc.; Taro
`
`Pharmaceuticals USA, Inc.; Taro Pharmaceuticals Industries Ltd.; Teligent, Inc.; Teva
`
`Pharmaceuticals USA, Inc.; Torrent Pharma Inc.; Upsher-Smith Laboratories, LLC; Viatris Inc.;
`
`West-Ward Columbus, Inc.; Wockhardt USA LLC; and Zydus Pharmaceuticals (USA) Inc.
`
`Specifically, CVS hereby alleges —upon knowledge with respect to its own acts and those it
`
`witnessed first-hand, and upon information and belief with respect to all other matters—the
`
`following against Defendants:
`
`
`
`1
`
`
`
`
`
`
`

`

`
`
`
`
`
`
`
`NATURE OF THE ACTION
`
`1.
`
`In 1984, Congress enacted legislation aimed at expediting the approval of generic
`
`drugs by the U.S. Food and Drug Administration (“FDA”). That law, entitled the Drug Price
`
`Competition and Patent Term Restoration Act and commonly known as the “Hatch-Waxman
`
`Act” was passed to provide pharmaceutical companies with the opportunity to offer
`
`bioequivalent versions of branded drugs that safely and effectively treat all Americans at
`
`substantially lower prices.1
`
`2.
`
`Since the enactment of the Hatch-Waxman Act, numerous manufacturers of
`
`various generic drugs entered the U.S. and the manufacturing and distribution of generic drugs in
`
`the U.S. has proliferated. As a result of this entry, unfettered competition amongst these generic
`
`manufacturers was unleashed and, in turn, the prices that they have charged for their generic
`
`products was constrained by actual and potential alternative generic drug suppliers. This
`
`competitive dynamic functioned well for decades, reducing total U.S. pharmaceutical costs by, in
`
`the very least, tens of billions of dollars annually.
`
`3.
`
`This case, like others filed in this multi-district litigation, concerns an
`
`Overarching Conspiracy conceived, implemented and enforced by Defendant generic drug
`
`manufacturers to suppress the very competition that the Hatch-Waxman Act sought to spur. That
`
`Overarching Conspiracy is an agreed upon code that was conceived of and implemented by the
`
`Defendants to quash the constraining impact that unfettered competition had on the prices that
`
`they were able to charge for the generic drugs that they supplied. The common goal of this
`
`conspiracy, which began as early as 2009, was and continues to be to artificially raise the prices
`
`
`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,