Connecticut et al v. Teva Pharmaceuticals USA, Inc.

Filing 1

COMPLAINT against All Defendants, filed by State of Oklahoma, State of Ohio, State of Mississippi, State of Florida, State of New Jersey, Commonwealth of Massachusetts, State of West Virginia, State of Nevada, State of Minnesota, State of Illinois, State of North Dakota, Commonwealth of Pennsylvania, State of Indiana, State of New York, State of Tennessee, State of Vermont, State of Iowa, State of Louisiana, State of Maine, State of Wisconsin, State of Michigan, State of Alabama, State of Maryland, State of Connecticut, State of North Carolina, State of New Mexico, State of Utah, Commonwealth of Kentucky, State of Nebraska, State of Missouri, Commonwealth of Virginia, State of Montana, State of Kansas, State of Delaware, State of Alaska, Commonwealth of Puerto Rico, State of Idaho, State of Hawaii, State of South Carolina, State of Arizona, State of Oregon, State of Rhode Island, State of Washington, State of Colorado. (Attachments: #1 Civil Cover Sheet, #2 Cover Sheet Attachments)(Murphy, Tatihana)

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF CONNECTICUT
THE
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STATE OF CONNECTICUT;
STATE OF ALABAMA;
STATE OF ALASKA;
STATE OF ARIZONA;
STATE OF COLORADO;
STATE OF DELAWARE;
STATE OF FLORIDA;
STATE OF HAWAII;
STATE OF IDAHO;
STATE OF ILLINOIS;
STATE OF INDIANA;
STATE OF IOWA;
STATE OF KANSAS;
COMMONWEALTH OF KENTUCKY;
STATE OF LOUISIANA;
STATE OF MAINE,;
STATE OF MARYLAND;
COMMONWEALTH OF
MASSACHUSETTS;
STATE OF MICHIGAN;
STATE OF MINNESOTA;
STATE OF MISSISSIPPI;
STATE OF MISSOURI;
STATE OF MONTANA;
STATE OF NEBRASKA;
STATE OF NEVADA;
STATE OF NEW JERSEY;
STATE OF NEW MEXICO;
STATE OF NEW YORK;
STATE OF NORTH CAROLINA;
STATE OF NORTH DAKOTA;
STATE OF OHIO;
STATE OF OKLAHOMA;
STATE OF OREGON;
COMMONWEALTH OF
PENNSYLVANIA;
COMMONWE,ALTH OF PUERTO RICO;
STATE OF RHODE ISLAND;
STATE OF SOUTH CAROLINA;
STATE OF TENNESSEE;
STATE OF UTAH;
STATE OF VERMONT;
COMMONWEALTH OF VIRGINIA;

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May 10,2019

COMPLAINT

Public Version

THE STATE OF WASHINGTON;
THE STATE OF WEST VIRGINIA;
THE STATE OF WISCONSIN;

TEVA PHARMACEUTICALS USA, INC.;
ACTAVIS HOLDCO US, INC.;
ACTAVIS PHARMA, INC.;
AMNEAL PHARMACEUTICALS, INC. ;
APOTEX CORP.;
ARA APRAHAMIAN;
AUROBINDO PHARMA U.S.A., INC.;
DAVID BERTHOLD;
BRECKENRIDGE PHARMACEUTICAL, INC.;
JAMES (JIM) BROWN;
MAUREEN CAVANAUGH;
TRACY SULLIVAN DIVALERIO ;
DR. REDDY'S LABORATORIES, INC.;
MARC FALKIN;
GLENMARK PHARMACEUTICALS, [NC.,
USA;
JAMES (JIM) GRAUSO;
KEVIN GREEN;
GREENSTONE LLC;
ARMANDO KELLUM;
LANNETT COMPANY, INC.;
LUPIN PHARMACEUTICALS, INC. ;
MYLAN PHARMACEUTICALS INC.;
JILL NAILOR;
JAMES (JIM) NESTA;
PAR PHARMACEUTICAL COMPANIES, INC.;
NISHA PATEL;
PFIZER,INC.;
KONSTANTIN OSTAFICIUK;
DAVID REKE,NTHALER;
RICHARD (RICK) ROGERSON;
SANDOZ, INC.;
TARO PHARMACEUTICALS USA, INC.
UPSHER-SMITH LABORATORIES, LLC ;
WOCKHARDT USA LLC;
ZYDUS PHARMACEUTICALS (USA), INC.

TABLE OF CONTENTS
PAGE

I.

SUMMARY OF THE CASE

2

II.

JUzuSDICTION AND VENUE

9

M.

THE PARTIES

10

IV.

FACTS SUPPORTING THE LEGAL CLAIMS

l8

A.

Factual Support For The Allegations

18

B

The Generic Drug Market

20

l.

The Hatch-Waxman

2

The Importance Of Generic Drugs

2t

J

The Players In The Drug Distribution System

22

a.

b.
c.
d.
e.

4.

b.

6.
C.

.

Manufacturer s/Supplier.ç ..........
llho I e s al e r s /D i s tr i butor s
Group Purchas ing Organizations (GP Os)
Pharmacy and supermarket Chains .........
Customer Incentives

20

22
25

26
26
27

The Cozy Nature Of The Industry And Opportunities For Collusion..... 29
a.

5

Act

Trade Association and Customer Conferences
Industry Dinners and Private Meetings

29
30

The Overarching Conspiracy Between Generic Drug Manufacturers
Playing Nice In The Sandbox ..............
.............. 33
Generic Drug Price Spikes Since 2013

The Illegal Schemes
The Overarching Conspiracy In Operation: Customer And Market
Allocation Agreements To Maintain Market Share And Avoid Price
Erosion
a.

Teva/Mylan ..................
i.
Fenohbrate .......
ll.
Clonidine -TTS Patch ...
iii
Tolterodine Extended Re lease
iv
Capecitabine

50
51

51

52
52
55
60
65

b.

Teva/Sandoz

ll.

iii
iv
c.

d.

e.

f.

g.

68
68

Portia and Jolessa .......
Temozolomide ............
Tobramycin
Dexmethylphenidate HCL Extended Release

70
74
76

Teva/Lupin
i.
LamivudinelZidovudine(genericCombivir)
ii. Irbesartan
iii. Drospirenone and ethinyl estradiol (Ocella)
iv. Norethindrone/ethinyl estradiol (Balziva@)

79
79

Teva"/Greenstone .................

88
89

i.
ii.
iii.
iv.

83
84
88

Oxaprozin Tablets ..
Tolterodine Tartrate
Piroxicam
Cabergoline

92
94
97

Teva/Actavis ...........
i, Amphetamine/Dextroamphetamine Extended Release
ii. Amphetamine/Dextroamphetamine Immediate Release
iii. Dextroamphetamine Sulfate Extended Release
iv. Clonidine-TTs ............
v. Budesonidelnhalation
vi. Celecoxib

98
98

99
101
101

103

104

Teva/Par

i.
ii.
iii.
iv.
v.

Omega-3-Acid Ethyl Esters
Entecavir
Budesonide DR Capsules ..
Clonidine-TTS ..................
Budesonide Inhalation ......

106
106
108
110

..
..

101

103

Teva/Taro

112

l

tt2

ii
h

T ev

i.
ii.
iii.
iv.

l.

Enalapril Maleate
Nortriptyline Hydrochloride ........

alZydus ...............

120

Fenofibrate

120

Paricalcitol
Niacin ER ............
Etodolac Extended Release

l2s
t28

Teva/Glenmark

i.
ii.
iii.

ll6

131

133

Moexipril Hydrochloride Tablets
Desogestrel/EthinylEstradiolTables(Kariva)

134

Gabapentin Tablets

136

n

135

iv.

j.
k.

l.
2.

Etodolac Extended Release

131

Teva/Lannett
Baclofen

137
138

................... 140

Teva/Amneal ..............
i.
Norethindrone Acetate

140

Teva/Dr. Reddy's ......
i.
Oxaprozin..
ii. Paricalcitol

141
141
143

Taking The Overarching Conspiracy To A New Level: Price Fixing
(2012 -201s)
â..

148

Teva July 31,2012 Price Increase .....

150

Nadolol ...........
Labetalol
Nitrofurantoin MAC Capsules

151

i.
ii.
iii.

154
154

Increasing Prices Before A New Competitor Enters The
Market: Budesonide Inhalation Suspension
(February - April 2013)

155

c.

Early 2013: Teva's Generics Business Struggles

157

d.

April 2013: Teva Hires Defendant Nisha

158

e.

Ranking "Quality of Competition" to Identify Price
Increase Candidates ...
The "High Quality" Competitor Relationships
i.
Ð Mylan (+3)

b

Patel

162

163
163
165

166
166

t67
t67

f.

}l4ay

i

24,2013: The First List of Increase Candidates

168

t70

1l

Sandoz

174

111

ù
Þ'

Glenmark

Taro

...

177

July 3, 2013 Price Increases
i.
Upsher-Smith .........
ii. Mylan
iii. Sandoz......

178

lll

180

182
186

h

July 19,2013 Price Increase (Enalapril Maleate)

187

i.

August 9,2013 Price Increases ("Round2") .........
i.
Mylan .............
ii. Pravastatin (Glenmark/ApotexlZydus/Lupin) .........
iii. Etodolac and Etodolac ER .........
iv. Impact of Price Increases

193

201
207
211

Price Increase Hiatus

212

j.
k.
l.

March 7,2014: Price Increases and Overarching Conspiracy
Converge Qlliacin ER)

198

.

April 4,2014 Price Increases
...............
Lupin (Cephalexin Oral Suspension) ..... . . .. . ............
Greenstone(AzithromycinOralSuspension,
Azithromycin Suspension, and Medroxyprogesterone
Tablets)
................
iii. Actavis (Clarithromycin ER Tablets, Tamoxifen
Citrate and Estazolam
iv. Multiple Manufacturers (Ketoconazole Cream and

i.
ii.

213

216
222

224
227

Tablets)

New Relationships Emerge
a) Breckenridge .........
b) Rising

234
234
236

c)

v.

23t

238
239

Versapharm
Impact

vi.
m.

April

n

July 1, 2014 Price Increase (Fluocinonide)

241

o

August 28,2014 Price Increases
Mylan
ll
lll

246

15, 2014 Price Increase (Baclofen)

239

252

IV

p.

3

January 28,2015 Price Increases

i.
ii.
iii.

Propranolol .........
Ciprofloxacin HCL and Glimepiride
Griseofulvin ...............

Competitors Become "High Quality" After Successfully Colluding
With Teva.
a.

|i4ay 2014: Defendant Patel Updates The Quality Competitor
Rankings to Reflect New Relationships
1V

262
265

266
269

270

270

l.

Apotex

ii.
i ii.
iv.

Zydus
Heritage

vi.
vii.

viii
ix.
X.

4

Lupin

.

...

Par........
Greenstone..,
Amneal........
Rising
Breckenridge
Glenmark......

"Quality Competitors" Collude With Each Other As Well Q'{ot Just
With Teva)
a.

One Example: The Sandoz/Mylan Relationship .........
Market Allocation - Valsartan HCTZ
Price Increases - Summ er 2013

i..
ii.

b..

a)
b)
c)
d)
e)

Haloperidol and Trifluoperazine HCL..
Benazepril HCTZ........
Levothyroxine.............
Clomipramine HCL
Tizanidine

IndividualDefendantRelationships......
1..
Ara Aprahamian......
ii.
David eefthold ........
i ii.
Jim Brown
iv.
Maureen Cavanaugh
Marc Falkin................
vi.
Jim Grauso.........
vii.
Kevin Green.......
viii, Armando Kellum
ix.
Jill Nailor
X.

James Nesta.........

xi.
xii.

Konstantin Ostaficiuk
Nisha PateI.........
David Rekenthaler ...............
Rick Rogerson.............
Tracy Sullivan.....

xiii.
xiv.
XV,
5

284
285
286
289
290
293

295
299
305
307
308
309

310

3lt
312
313

31s
317
318

319
320

32t
323
324
32s

A commitment To The overarching conspiracy was Instrumental
To The Success Of The Price Fixing Agreements...............

6.

..... 270
)7')
..... 274
..... 275
..... 276
..... 278
..... 279
..... 281
..... 282
..... 283

326

"Quality Competitor" Rankings Relate To price Increases, But
Even "Low Quality" Competitors Comply With The Overarching
Conspiracy

328

a.

7.

Example: Camber Pharmaceuticals, Inc. (and its President,
Defendant Ostaficiuk)

328

Teva Profitability Increases Dramatically As A Result Of Price

Increases...

..334

8.

9.
D

Teva and Its Executives Knowingly Violated The Antitrust Laws ....... 335
Price Increases Slow Dramatically After Government
Investigations Commence..............

Consciousness Of GuiIt...........

1.
2.

338

340

Spoliation of Evidence
Obstruction of Justice

341
342

V.

TRADE AND COMMERCE............

344

VI.

MARKET EFFECTS

344

VII.

CAUSES OF ACTION
COI.INT ONE
(BY ALL PLAINTIFF STATES AGAINST DEFENDANT TEVA
AND ALL OTHER CORPORATE DEFENDANTS I.]NDER JOINT AND
SEVERAL LIABILITY - HORIZONTAL CONSPIRACY TO ALLOCATE
MARKETS AND FIX PRICES FOR MULTIPLE GENERIC DRUGS IN
VIOLATION OF SECTION 1 OF THE SHERMAN ACT MARKET EFFECTS

345

COI.INT TWO
(BY ALL PLAINTIFF STATES AGAINST DEFENDANT
MYLAN AND ALL OTHER CORPORATE DEFENDANTS UNDER JOINT
AND SEVERALLIABILITY) _ HORIZONTAL CONSPIRACY TO ALLOCATE
MARKETS AND FIX PRICES FOR MULTIPLE GENERIC DRUGS TN
VIOLATION OF SECTION I OF THE SHERMAN ACT..........

349

COUNT THREE
(BY ALL PLAINTIFF STATES AGAINST DEFENDANT
SANDOZ AND ALL OTHER CORPORATE DEFENDANTS TINDER JOINT
AND SEVERAL LIABILITY) - HORIZONTAL CONSPIRACY TO ALLOCATE
MARKETS AND FIX PRICES FOR MULTIPLE GENERIC DRUGS IN
.............. 351
VIOLATION OF SECTION 1 OF THE SHERMAN ACT..........
COUNT FOUR
(BY ALL PLAINTIFF STATES AGAINST DEFENDANT
ACTAVIS AND ALL OTHER CORPORATE DEFENDANTS LINDER JOINT
AND SEVERAL LIABILITY) - HORIZONTAL CONSPIRACY TO ALLOCATE

VI

MARKETS AND FIX PRICES FOR MULTIPLE GENERIC DRUGS IN
vroLATroN oF sECTroN 1 OF ITHE SHERMAN ACT.........

.. 353

COUNT FIVE
(BY ALL PLAINTIFF STATES AGAINST DEFENDANT
TARO AND ALL OTHER CORPORATE DEFENDANTS TINDER JOINT
AND SEVERAL LIABILITY) - HORIZONTAL CONSPIRACY TO ALLOCATE
MARKETS AND FIX PRICES FOR MULTIPLE GENERIC DRUGS IN
VIOLATION OF SECTION 1 OF THE SHERMAN ACT..........
.............. 355
COTINT SIX
(BY ALL PLAINTIFF STATES AGAINST DEFENDANT
GLENMARK AND ALL OTHER CORPORATE DEFENDANTS UNDER
JOINT AND SEVERAL LIABILITY) - HORIZONTAL CONSPIRACY TO
ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC
DRUGS IN VIOLATION OF SECTION 1 OF THE SHERMAN ACT

357

COTINT SEVEN
(BY ALL PLAINTIFF STATES AGAINST DEFENDANT
LUPIN AND ALL OTHER CORPORATE DEFENDANTS UNDER JOINT
AND SEVERAL LIABILITY) _ HORIZONTAL CONSPIRACY TO
ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC
DRUGS IN VIOLATION OF SECTION I OF THE SHERMAN ACT

359

COI.INT EIGHT
(BY ALL PLAINTIFF STATES AGAINST DEFENDANT
AMNEAL AND ALL OTHER CORPORATE DEFENDANTS UNDER JOINT
AND SEVERAL LIABILITY) - HORIZONTAL CONSPIRACY TO
ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC
DRUGS IN VIOLATION OF SECTION 1 OF THE SHERMAN ACT

360

COUNT NINE
(BY ALL PLAINTIFF STATES AGAINST DEFENDANT
APOTEX AND ALL OTHER CORPORATE DEFENDANTS UNDER JOINT
AND SEVERAL LIABILITY) - HORIZONTAL CONSPIRACY TO
ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC
DRUGS IN VIOLATION OF SECTION I OF THE SHERMAN ACT.............

362

COUNT TEN
(BY ALL PLAINTIFF STATES AGAINST DEFENDANT
AUROBINDO AND ALL OTHER CORPORATE DEFENDANTS TINDER
JOINT AND SEVERAL LIABILITY) - HORIZONTAL CONSPIRACY TO
ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC
DRUGS IN VIOLATION OF SECTION 1 OF THE SHERMAN ACT..........

363

I

COUNT ELEVEN
(BY ALL PLAINTIFF STATES AGAINST DEFENDANT

vll

BRECKENRIDGE AND ALL OTHER CORPORATE DEFENDANTS UNDER
JOINT AND SEVERAL LIABILITY) - HORIZONTAL CONSPIRACY TO
ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC
DRUGS IN VIOLATION OF SECTION I OF THE SHERMAN ACT

365

COLINT TWELVE
(BY ALL PLAINTIFF STATES AGAINST DEFENDANT
DR. REDDY'S AND ALL OTHER CORPORATE DEFENDANTS UNDER
JOINT AND SEVERAL LIABILITY) _ HORIZONTAL CONSPIRACY TO
ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC
DRUGS IN VIOLATION OF SECTION I OF THE SHERMAN ACT

366

COUNT THIRTEEN
(BY ALL PLAINTIFF STATES AGAINST DEFENDANTS
PFIZER AND GREENSTONE AND ALL OTHER CORPORATE DEFENDANTS
UNDER JOINT AND SEVERAL LIABILITY) _ HORIZONTAL CONSPIRACY
TO ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC
DRUGS IN VIOLATION OF SECTION 1 OF THE SHERMAN ACT.........
368
COTINT FOURTEEN
(BY ALL PLAINTIFF STATES AGAINST DEFENDANT
LANNETT AND ALL OTHER CORPORATE DEFENDANTS LINDER JOINT
AND SEVERAL LIABILITY) _ HORIZONTAL CONSPIRACY TO ALLOCATE
MARKETS AND FIX PRICES FOR MULTIPLE GENERIC DRUGS TN
VIOLATION OF SECTION I OF THE SHERMAN ACT..........

369

COLINT FIFTEEN
(BY ALL PLAINTIFF STATES AGAINST DEFENDANT
PAR AND ALL OTHER CORPORATE DEFENDANTS I.INDER JOINT AND
SEVERAL LIABILITY) _ HORIZONTAL CONSPIRACY TO ALLOCATE
MARKETS AND FIX PRICES FOR MULTIPLE GENERIC DRUGS IN
VIOLATION OF SECTION 1 OF THE SHERMAN ACT..........

371

COI.INT SIXTEEN
(BY ALL PLAINTIFF STATES AGAINST DEFENDANT
UPSHER-SMITH AND ALL OTHER CORPORATE DEFENDANTS IJNDER
JOTNT AND SEVERAL LIABILITY) _ HORIZONTAL CONSPIRACY TO
ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC
DRUGS IN VIOLATION OF SECTION 1 OF THE SHERMAN ACT...............

372

COUNT SEVENTEEN
(BY ALL PLAINTIFF STATES AGAINST DEFENDANT
WOCKHARDT AND ALL OTHER CORPORATE DEFENDANTS LINDER
JOINT AND SEVERAL LIABILITY) - HORIZONTAL CONSPIRACY TO
ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC
DRUGS IN VIOLATION OF SECTION 1 OF THE SHERMAN ACT............

374

VIII

COTINT EIGHTEEN
(BY ALL PLAINTIFF STATES AGAINST DEFENDANT
ZYDUS AND ALL OTHER CORPORATE DEFENDANTS LINDER JOINT AND
SEVERAL LIABILITY) - HORIZONTAL CONSPIRACY TO ALLOCATE
MARKETS AND FIX PRICES FOR MULTIPLE GENERIC DRUGS IN
............,, 375
VIOLATION OF SECTION 1 OF THE SHERMAN ACT..........
COLINT NINETEEN
(BY CERTAIN PLAINTIFF STATES AGAINST
DEFENDANT ARA APRAHAMIAN) - HORIZONTAL CONSPIRACY TO
ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC
DRUGS IN VIOLATION OF SECTION 1 OF THE SHERMAN ACT...........

377

COTINT TWENTY
(BY CERTAIN PLAINTIFF STATES AGAINST
DEFENDANT DAVID BERTHOLD) _ HORIZONTAL CONSPIRACY TO
ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC
DRUGS IN VIOLATION OF SECTION 1 OF THE SHERMAN ACT..........

378

COI.INT TV/ENTY-ONE
(BY CERTAIN PLAINTIFF STATES AGAINST
DEFENDANT JAMES (JIM) BROWN) _ HORIZONTAL CONSPIRACY
TO ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC
DRUGS IN VIOLATION OF SECTION 1 OF THE SHERMAN ACT

380

COUNT TWENTY-TWO
(BY CERTAIN PLATNTIFF STATES AGAINST
DEFENDANT MAUREEN CAVANAUGH) - HORIZONTAL CONSPIRACY
TO ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC
DRUGS IN VIOLATION OF SECTION I OF THE SHERMAN ACT...................... 382
COTINT TWENTY-THREE
(BY CERTAIN PLAINTIFF STATES AGAINST
DEFENDANT MARC FALKIN) - HORIZONTAL CONSPIRACY TO
ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC
DRUGS IN VIOLATION OF SECTION 1 OF THE SHERMAN ACT.......

386

COI.INT TV/ENTY-FOUR
(BY CERTAIN PLAINTIFF STATES AGAINST
DEFENDANT JAMES (JIM) GRAUSO) - HORIZONTAL CONSPIRACY
TO ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC
DRUGS IN VIOLATION OF SECTION 1 OF THE SHERMAN ACT

388

COUNT TWENTY-FIVE
(BY CERTAIN PLAINTIFF STATES AGAINST
DEFENDANT KEVIN GREEN) - HORIZONTAL CONSPIRACY TO

IX

ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC
DRUGS IN VIOLATION OF SECTION I OF THE SHERMAN ACT.......

389

COLINT TWENTY-SX
(BY CERTAIN PLAINTIFF STATES AGAINST
DEFENDANT ARMANDO KELLUM) - HORIZONTAL CONSPIRACY TO
ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENE,RIC
DRUGS IN VIOLATION OF SECTION I OF THE SHERMAN ACT.......

392

COUNT TWENTY-SEVEN
(BY CERTAIN PLAINTIFF STATES AGAINST
DEFENDANT JILL NAILOR) _ HORIZONTAL CONSPIRACY TO
ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC
DRUGS IN VIOLATION OF SECTION I OF THE SHERMAN ACT

394

COLINT TWENTY-EIGHT
(BY CERTAIN PLAINTIFF STATES AGAINST
DEFENDANT JAMES NESTA) - HORIZONTAL CONSPIRACY TO
ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC
DRUGS IN VIOLATION OF SECTION 1 OF THE SHERMAN ACT.......

39s

COI.INT TWENTY-NINE
(BY CERTAIN PLAINTIFF STATES AGAINST
DEFENDANT KONS TANTIN O STAFICIUK) _ HORIZONTAL
CONSPIRACY TO ALLOCATE MARKETS AND FIX PRICES FOR
MULTIPLE GENERIC DRUGS IN VIOLATION OF
SECTION 1 OF THE SHERMAN ACT..........

398

COUNT THIRTY
(BY CERTAIN PLAINTIFF STATES AGAINST
DEFENDANT NISHA PATEL) _ HORIZONTAL CONSPIRACY TO
ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC
DRUGS IN VIOLATION OF SECTION 1 OF THE SHERMAN ACT.......

399

COUNT THIRTY-ONE
(BY CERTAIN PLAINTIFF STATES AGAINST
DEFENDANT DAVID REKENTHALER) - HORIZONTAL CONSPIRACY
TO ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC
DRUGS IN VIOLATION OF SECTION 1 OF THE SHERMAN ACT.............

403

COI.INT THIRTY-TWO
(BY CERTAIN PLAINTIFF STATES AGAINST
DEFENDANT RICHARD (RICK) ROGERSON) - HORIZONTAL
CONSPIRACY TO ALLOCATE MARKETS AND FIX PRICES FOR
MULTIPLE GENERIC DRUGS IN VIOLATION OF
SECTION 1 OF THE SHERMAN ACT..........

407

X

COTINT THIRTY-THREE
(BY CERTAIN PLAINTIFF STATES AGAINST
DEFENDANT TRACY SULLIVAN) - HORIZONTAL CONSPIRACY TO
ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC
DRUGS IN VIOLATION OF SECTION I OF THE SHERMAN ACT.........

409

COTINT THIRTY-FOUR
SUPPLEMENTAL STATE LAW CLAIMS.........

410

4r0

Connecticut...
Alabama........
Alaska
Arizona..........
Colorado...
Delaware
Florida
Hawaii
Idaho

4tt
412
412
414

414
415
417

lllinois

418
418

Indiana......

4r9

Iowa..........

420

Kansas

420

Kentucky
Louisiana..
Maine
Maryland

421

42s
425
425
426
427

Massachusetts .....

Michigan
Minnesota.
Mississippi
Missouri...
Montana...
Nebraska..
Nevada.....
New Jersey
New Mexico....
New York........
North Carolina
North Dakota...
Ohio.................
Oklahoma.

428
432
433
433
435
436
437

438
439
440

444
445

44s

Oregon......
Pennsylvania .......
Puerto Rico..........
Rhode Island.......
South Carolina....

445

446
457
457
458
XI

Tennessee

4s9

Utah..........
Vermont

461

46t

Virginia

'Washington

462
462

.....

West Virginia..

463
463

Wisconsin........

PRAYTER FOR RELIEF

465

JURY DEMAND.

467

xll

People of the same trade seldom meet together, even for merriment and diversior¡ but the
conversation ends in a conspiracy against the public, or in some contrivance to raise prices.

Adam Smith, TheWealth of Nøtions,7776
Teva said in a statement it would continue to defend itself and that while it does "review
prices in the context of market conditions, availability and cost of productior¡" it does not
"discuss individual pricing rationale/strategies." It denied that it engaged in anything that
would lead to criminal or civil liability.

"Overall, we establish prices to enable patient access, maintain our commitment to
innovative and generic medicines and fulfill obligations to our shareholders," Teva said.
"Teva delivers high-quality medicines to patients around the world, and is committed to
complying with all applicable competition laws and regulations in doing so. Teva fosters a
culture of compliance with these laws and regulations, and is dedicated to conducting
business with integrity and fairness. Litigation surrounding U.S. generic pricing of several
companies, including Tev4 continues to be the subject of innacurate media stories."

Støtements by Teaø reported in Løw360, Jønuøry 18,

201_9

COMPLAINT
The States of Connecticut, Alabama, Alaska, Arizona, Colorado, Delaware, Florida,

Hawaii,Idaho,Illinois, Indiana, Iowa, Kansas, Louisiana, Maine, Maryland, Michigan,
Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Jersey, New Mexico, New

York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina,
Tennessee, Utah, Vermont, Washington, West Virginia, Wisconsin, the Commonwealths

of

Kentucky, Massachusetts, Pennsylvania, Puerto Rico and Virginia (the "Plaintiff States"), by and
through their Attorneys General, bring this civil law enforcement action against Teva
Pharmaceuticals USA, Inc. ("Teva"), Actavis Holdco US, Inc., Actavis Pharma, Inc., Amneal
Pharmaceuticals, Inc., Apotex Corp., Ara Aprahamian, Aurobindo Pharma U.S.A., Inc., David

Berthold, Breckenridge Pharmaceutical, Inc., James (Jim) Brown, Maureen Cavanaugh,Tracy
Sullivan DiValerio, Dr. Reddy's Laboratories, Inc., Marc Falkin, Glenmark Pharmaceuticals,
Inc., USA, James (Jim) Grauso, Kevin Green, Greenstone LLC, Armando Kellum, Lannett

Company, Inc., Lupin Pharmaceuticals, Inc., Mylan Pharmaceuticals Inc., Jill Nailor, James
(Jim) Nesta, Konstantin Ostaficiuk, Par Pharmaceutical Companies, Inc., Nisha Patel, Pfizer,
Inc., David Rekenthaler, Richard (Rick) Rogerson, Sandoz, Inc., Taro Pharmaceuticals USA,
Inc., Upsher-Smith Laboratories, LLC, Wockhardt USA LLC, and Zydus Pharmaceuticals

(USA), Inc. (collectively, the "Defendants") and allege as follows:

I.

SUMMARY OF THE CASE

1.

For many years, the generic pharmaceutical industry has operated pursuant to an

understanding among generic manufacturers not to compete with each other and to instead settle

for what these competitors refer to as "fair share." This understanding has permeated every
segment of the industry, and the purpose of the agreement was to avoid competition among

generic manufacturers that would normally result in significant price erosion and great savings to
the ultimate consumer. Rather than enter a particular generic drug market by competing on price

in order to gain market share, competitors in the generic drug industry would systematically and

routinely communicate with one another directly, divvy up customers to create an artificial
equilibrium in the market, and then maintain anticompetitively high prices. This "fair share"
understanding was not the result of independent decision making by individual companies to

avoid competing with one another. Rather, it was a direct result of specific discussion,
negotiation and collusion among industry participants over the course of many years.

2.

By 2012, Teva and other co-conspirators decided to take this understanding to the

next level. Apparently unsatisfied with the status quo of "fair share" and the mere avoidance of
price erosion, Teva and its co-conspirators embarked on one of the most egregious and damaging

price-fixing conspiracies in the history of the United States. Teva and its competitors sought to
leverage the collusive nature of the industry to not only maintain their "fair share" of each

2

generic drug market, but also to significantly raise prices on as many drugs as possible. In order

to accomplish that objective, Teva selected a core group of competitors with which it already had
very profitable collusive relationships

- Teva referred

to them as "High Quality" competitors

and targeted drugs where they overlapped. Teva had understandings

-

with its highest quality

competitors to lead and follow each other's price increases, and did so with great frequency and
success, resulting in many billions of dollars of harm to the national economy over a period

of

several years.

3.

At the zenith of this collusive activity involving Teva, during a l9-month period

beginning in July 2013 and continuing through January 20l5,Teva significantly raised prices on
approximately 112 different generic drugs. Of those 112 different drugs, Teva colluded with its

"High Quality" competitors on at least 86 of them (the others were largely in markets where
Teva was exclusive). The size of the price increases varied, but a number of them were well

over 1,000o/o.

4.

In July 2014, the State of Connecticut initiated a non-public investigation into

suspicious price increases for certain generic pharmaceuticals. Over time, the investigation
expanded and Connecticut was joined in its efforts by forty-eight (a8) additional states and U.S.

territories. The allegations in this Complaint are based on, and supported by, information and
evidence gleaned directly from the investigation, including: (1) the review of many thousands
documents produced by dozens of companies and individuals throughout the generic

pharmaceutical industry, (2) an industry-wide phone call database consisting of more than

11

million phone call records from hundreds of individuals at various levels of the Defendant
companies and other generic manufacturers, and (3) information provided by several as-of-yet

unidentified cooperating witnesses who were directly involved in the conduct alleged herein.

3

of

5.

As a result of the information and evidence developed through that investigation,

which is still ongoing, the Plaintiff States allege that Defendant Teva consistently and
systematically, over a period of several years, along with the other Defendants named herein and
other unnamed co-conspirators, engaged in contracts, combinations and conspiracies that had the

effect of unreasonably restraining trade, artificially inflating and maintaining prices and reducing
competition in the generic pharmaceutical industry throughout the United States, including but
not limited to, the markets for well more than one-hundred (100) different generic drugs, many
of which are identified herein. This conduct has resulted in many billions of dollars of
overcharges to the Plaintiff States and others, and has had a significant negative impact on our

national health and economy.

6.

Plaintiff States also allege that Defendants participated in an overarching

if not thwart competition

conspiracy, the effect of which was to minimize

across the generic drug

industry. The overarching conspiracy was effectuated by a series of conspiracies that affected
and continue to affect the market for a number of generic drugs identified in this Complaint.

7.

The Plaintiff States focus here on the role of these named Defendants and their

participation in and agreement with this overarching conspiracy. The Complaint describes
conspiracies regarding the sale of specific drugs, and how these specific conspiracies are also

part of the larger overarching conspiracy. The Plaintiff States continue to investigate additional
conspiracies, involving these and other generic drug manufacturers, regarding the sale of other
drugs not identified in this Complaint, and

will likely bring additional

actions based on those

conspiracies at the appropriate time in the future.

8.

Defendants' illegal agreements have raised prices, maintained artificially inflated

prices, thwarted Congress's goalto lower the prices of drugs, and thus frustrated the potential

4

of

the industry to deliver great value to Plaintiff States and those they represent. Generic drugs are

pharmaceutically equivalent to the referenced brand name drug in dosage, form, route of
administration, strength or concentration, and amount of active ingredient. Generic drugs can
save (and have saved) consumers, other purchasers ofdrugs, and taxpayers tens

ofbillions of

dollars annually because generic drugs are a lower-priced altemative to brand name drugs.
When the manufacturer of a branded drug loses the market exclusivity that comes with patent

rights, generic drugs offer lower prices and greater access to healthcare for all consumers in the
United States through genuine competition. A consumer with a prescription can

fill

that

prescription not only with the brand name drug, but also with a generic version of that drug,
one is available. State laws often require pharmacists to

fill

if

prescriptions with generic versions

ofthe drug.

9.

Typically, when the first generic manufacturer enters a market for a given drug,

the manufacturer prices its product slightly lower than the brand-name manufacturer. When a
second generic manufacturer enters, that reduces the average generic price to nearly half the
brand-name price. As additional generic manufacturers market the product, the prices continue

to

fall. For drugs that attract

a large number

of generic manufacturers, the average generic price

falls to 20Yo or less of the price of the branded drug.

10.

Generic drugs were one of the few "bargains" in the United States healthcare

system. Health care experts believe cost savings from the growing number of generic drugs
helped keep the lid on increasing health care costs. With the Hatch-Waxman Act

of

1984,

Congress designed the generic drug market to keep costs low, and the market initially operated
that way.

5

1

1.

At some point, that price dynamic changed for many generic drugs. Prices for

hundreds of generic drugs have risen

-

while some have skyrocketed, without explanation,

sparking outrage from politicians, payers and consumers across the country whose costs have
doubled, tripled, or even increased 1,000yo or

more. The growing outrage

and public reports

of

unexplained and suspicious price increases caused the State of Connecticut to commence its

investigation in July 2014. Shortly thereafter, Congress opened an inquiry and various
companies acknowledged that a criminal grand

jury investigation

had been convened by the

United States Department of Justice Antitrust Division.

12.

Generic drug manufacturers argued publicly that the signifìcant price increases

were due to a myriad of benign factors, such as industry consolidation, FDA-mandated plant
closures, or elimination of unprofitable generic drug product lines. What the Plaintiff States
have found through their investigation, however, is that the reason underlying many of these

price increases is much more straightforward

-

illegal collusion among generic drug

manufacturers. Prices of many generic pharmaceuticals were and remain artifrcially inflated
through collusive bid rigging and market allocation agreements designed to prevent price wars

from occurring when key competitive opportunities arise in the marketplace.

13.

Generic drug manufacturers, through their senior leadership and marketing, sales

and pricing executives, have routine and direct interaction. The Defendants exploited their

interactions at various and frequent industry trade shows, customer conferences and other similar
events, to develop relationships and sow the seeds for their illegal agreements. These

anticompetitive agreements are further refined and coordinated at regular "industry dinners,"

"girls'nights out," lunches, parties, golf outings, frequent telephone calls, e-mails and text
messages.

6

14.

The anticompetitive conduct

markets and otherwise thwart competition

-

-

schemes to

fix

and maintain prices, allocate

has caused, and continues to cause, significant harm

to the United States healthcare system, which is ongoing. Moreover, executives and others at the
highest levels in many of the Defendant companies, including but not limited to Defendants Ara

Aprahamian, David Berthold, James (Jim) Brown, Maureen Cavanaugh, Tracy Sullivan

DiValerio, Marc Falkin, James (Jim) Grauso, Kevin Green, Armando Kellum, Jill Nailor, James
(Jim) Nesta, Konstantin (Kon) Ostaficiuk, Nisha Patel, David Rekenthaler, and Richard (Rick)
Rogerson, among others, conceived, directed and ultimately benefited from these schemes.

15.

Defendant Teva is a consistent participant in the conspiracies identified in this

Complaint, but the conduct is pervasive and industry-wide. The schemes identified herein are
part of a larger, overarching understanding about how generic manufacturers

fix prices

and

allocate markets to suppress competition. Through its senior-most executives and account
managers, Teva participated in a wide-ranging series of restraints with more than a dozen generic
drug manufacturers, all of whom knowingly and willingly participated. As a result of these
conspiracies, Defendants reaped substantial monetary rewards.

16.

Defendants'anticompetitive conduct falls principally into two categories, the

overarching goal being to avoid price erosion and maintain inflated pricing within and across
their respective broad product portfolios and, at times, increase pricing for targeted products

without triggering a "frght to the bottom" among existing competitors. First, to avoid competing
with one another and thus eroding the prices for a myriad of generic drugs, Defendants

- either

upon their entry into a given generic market or upon the entry of a new competitor into that
market

-

communicated with each other to determine and agree on how much market share and

which customers each competitor was entitled to. They then implemented the agreement by

7

either refusing to bid for particular customers or by providing a cover bid that they knew would

not be successful.

17.

Second, and often in conjunction with the market allocation schemes, competitors

in a particular market communicated -- either in person, by telephone, or by text message -- and
agreed to collectively raise and/or maintain prices for a particular generic drug.

18.

Defendants here understood and acted upon an underlying code ofconduct that is

widespread in the generics industry: an expectation that any time a competitor is entering a

particular generic drug market, it can contact its competitors and allocate the market according to
a generally agreed-upon standard

of "fair share" in order to avoid competing and keep prices

high. While different drugs may involve different

sets

of companies, this background

understanding remains constant and is an important component of the Defendants' ability to
reach agreements for specific drugs.

19.

The Defendants knew their conduct was unlawful. The conspirators usually chose

to communicate in person or by cell phone, in an attempt to avoid creating a written record of

their illegal conduct. The structure of the generic drug industry provided numerous opportunities
for collusive communications at trade shows, customer events and smaller more intimate dinners
and meetings. When communications were reduced to

writing or text message, Defendants often

took overt and calculated steps to destroy evidence of those communications.

20.

As a result of the conspiracies identified in this Complaint, consumers and payors

nationwide, including the Plaintiff States, paid substantially inflated and anticompetitive prices

for numerous generic pharmaceutical drugs, and the Defendants illegally prof,rted as a result.

21.

The Plaintiff States seek a finding that the Defendants' actions violated federal

and state antitrust and consumer protection laws; a permanent injunction preventing the

8

Defendants from continuing their illegal conduct and remedying the anticompetitive effects
caused by their illegal conduct; disgorgement of the Defendants' ill-gotten gains; damages on

behalf of various state and governmentalentities and consumers in various Plaintiff States;and

civil penalties and other relief

II.

as a result

of Defendants' violations of law.

JURISDICTION AND VENUE

22.
15 U.S.C. 5

23.

This Court has jurisdiction over this action under Section

I &.26,

I of the Sherman Act,

and under 28 U.S.C. gg 1331 and 1337.

In addition to pleading violations of federal law, the Plaintiff States also allege

violations of state law, as set forth below, and seek civilpenalties, damages and equitable relief
under those state laws.

All claims under federal and state law are based on a common

nucleus

of

operative fact, and the entire law enforcement action commenced by this Complaint constitutes a
single case that would ordinarily be tried in one judicial proceeding. The Court has jurisdiction
over the non-federal claims under 18 U.S.C. $ 1367(a), as well as under principles of pendent

jurisdiction. Pendent jurisdiction will avoid unnecessary duplication and multiplicity of actions,
and should be exercised in the interests

24.

ofjudicial economy, convenience,

and fairness.

This Court may exercise personal jurisdiction over all of the Defendants because

they either transact business in the District of Connecticut where this action was commenced, or
they have engaged in anticompetitive and illegal conduct that has had an impact in the District of

Connecticut. Specifically, the corporate Defendants market and sell generic pharmaceutical
drugs in interstate and intrastate commerce to consumers nationwide through drug wholesalers
and distributors, pharmacy and supermarket chains, and other resellers of generic pharmaceutical

drugs. The individual Defendants were executives of various Defendants or non-Defendant coconspirators who engaged in and directed some of the unlawful conduct addressed herein. The

9

acts complained of have, and

will

continue to have, substantial effects in the District

of

Connecticut.

25.

Venue is proper in this district under Section l2 of the Clayton Act, 15 U.S.C.

$

22, and 28 U.S.C. $ 1391(b)-(c). At all times relevant to the Plaintiff States' Complaint, the
Defendants resided, transacted business, were found, or had agents in this District, and a portion

of the affected interstate trade and commerce described below has been carried out in this

District.

ilI.

THE PARTIES

26.

The Attorneys General are the chief legal officers for their respective States.

They are granted authority under federal and state antitrust and consumer protection laws to
bring actions to protect the economic well-being of the Plaintiff States and obtain injunctive and
other relief from the harm that results from the violations of antitrust and consumer protection
laws alleged herein.

All Plaintiff

States seek equitable and other relief under federal antitrust

laws in their sovereign or quasi-sovereign capacities. To the extent specified in the state claims
asserted in the Complaint, certain Attorneys General of the

Plaintiff States have and here

exercise authority to secure relief, including monetary relief, including for governmental entities
and consumers in their states who paid or reimbursed for the generic pharmaceutical drugs that
are the subject

of the Complaint. As specif,red in Count 34, some states also seek damages for

state entities or their consumers under state antitrust law, and some states seek additional

relief

for violations of state consumer protection laws.

27.

Defendant Teva Pharmaceuticals USA, Inc. ("Teva") is a corporation organized

and existing under the laws of the State of Delaware

l0

with its principal place of business at 1090

Horsham Road, North Wales, Pennsylvania. At all times relevant to the Complaint, Teva has
marketed and sold generic pharmaceuticals in this District and throughout the United States.

28.

Defendant Actavis Holdco US, Inc. ("Actavis Holdco"), is a corporation

organized and existing under the laws of the State of Delaware with its principal place

of

business in Parsippany, New Jersey. In August 2016, Teva Pharmaceuticals USA, Inc. acquired

the Actavis generics business of Allergan plc, including Actavis,

Actavis, Inc.

- the acquired

Watson Pharmaceuticals)

Inc. Upon the acquisition,

Allergan plc generics operating company (formerly known as

- was renamed Allergan Finance,

LLC, which in turn assigned all of

the assets and liabilities of the former Allergan plc generic business to the newly formed Actavis

Holdco, including subsidiaries Actavis Pharma, Inc. and Actavis Elizabeth LLC (a research and
development and manufacturing entity for Actavis generic operations), among others. Actavis

Holdco is a wholly-owned subsidiary of Teva Pharmaceuticals USA, Inc., which is a Delaware
corporation with its principal place of business in North Wales, Pennsylvania.

29.

Defendant Actavis Pharma, Inc. is a Delaware corporation with its principal place

of business at 400 Interpace Parkway, Parsippany, New Jersey. It is

a

wholly-owned subsidiary

of Actavis Holdco and is a principal operating company in the U.S. for Teva's generic products
acquired from Allergan

plc. It manufactures,

markets, and/or distributes generic

pharmaceuticals. Unless addressed individually, Actavis Holdco and Actavis Pharma, Inc. are

collectively referred to herein as "Actavis." At alltimes relevant to the Complaint, Actavis has
marketed and sold generic pharmaceuticals in this District and throughout the United States.

30.

Defendant Amneal Pharmaceuticals, Inc. ("Amneal") is a corporation organized

and existing under the laws of the state of Delaware, with a principal place of business at 400

l1

Crossing Boulevard, Bridgewater, New Jersey. At all times relevant to the Complaint, Amneal
has marketed and sold generic pharmaceuticals in this District and throughout the United States.

31.

Defendant Apotex Corp. ("Apotex") is a corporation organized and existing under

the laws of the State of Delaware. Its principal place of business is 2400 North Commerce
Parkway, Weston, Florida. At all times relevant to the Complaint, Apotex has marketed and sold
generic pharmaceuticals in this District and throughout the united States.

32.

Defendant Ara Aprahamian ("Aprahamian") is an individual residin g at 74

Catalpa Court, Bardonia, New

York. At all times relevant to the Complaint, Aprahamian was

the Vice President of Sales and Marketing at Defendant Taro Pharmaceuticals USA, Inc.

33.

Defendant Aurobindo Pharma U.S.A., Inc. ("Aurobindo") is a corporation

organized and existing under the laws of the State of Delaware with its principal place
business at 6 Wheeling Road, Dayton, New Jersey.

of

At all times relevant to the Complaint,

Aurobindo has marketed and sold generic pharmaceuticals in this District and throughout the
United States.

34.

Defendant David Berthold ("Berthold") is an individual residing at

2l Hillcrest

Road, Towaco, New Jersey. At all times relevant to the Complaint, Berthold was the Vice
President of Sales at Defendant Lupin Pharmaceuticals, Inc.

35.

Defendant Breckenridge Pharmaceutical, Inc. ("Breckenridge") is a Delaware

corporation with its principal place of business at 1 Passaic Avenue, Fairfield, New Jersey. At
all times relevant to the Complaint, Breckenridge has marketed and sold generic pharmaceuticals
in this District and throughout the United States.

t2

36.

Defendant James (Jim) Brown ("Brown") is an individual residing at 4521

Christensen Circle, Littleton, Colorado. At all times relevant to the Complaint, Brown was the

Vice President of Sales at Defendant Glenmark Pharmaceuticals, Inc.

37.

Defendant Maureen Cavanaugh ("Cavanaugh") is an individual residing ar.529

North York Road, Hatboro, Pennsylvania. At all times relevant to the Complaint, Cavanaugh
was the Senior Vice President, Commercial Officer, North America, for Defendant Teva
Pharmaceuticals USA, Inc.

38.

Defendant Tracy Sullivan DiValerio ("Sullivan") is an individual residing at 2

Pierre Court, Marlton, New Jersey. At all times relevant to the Complaint, Sullivan was a

Director of National Accounts at Defendant Lannett Company, Inc.

39.

Defendant Dr. Reddy's Laboratories, Inc. ("Dr. Reddy's") is a corporation

organized and existing under the laws of the State of New Jersey with its principal place
business at 107 College Road East, Princeton, New Jersey.

of

At all times relevant to the

Complaint, Dr. Reddy's has marketed and sold generic pharmaceuticals in this District and
throughout the United States.

40.

Defendant Marc Falkin ("Falkin") is an individual residing at2975 Weston Road,

Westin, Florida. At all times relevant to the Complaint, Falkin was the Vice President,
Marketing, Pricing and Contracts at Defendant Actavis.

41.

Defendant Glenmark Pharmaceuticals Inc., USA ("Glenmark") is a corporation

organized and existing under the laws of the State of Delaware with a principal place of business

at750 Corporate Drive, Mahwah, New Jersey. At all times relevant to the Complaint, Glenmark
has marketed and sold generic pharmaceuticals in this District and throughout the United States.

13

42.

Defendant James (Jim) Grauso ("Grauso") is an individual residing

aT

713

Windsor Lane, Ramsey, New Jersey. Defendant Grauso worked at Defendant Aurobindo as a
Senior Vice President, Commercial Operations from December 2011 through January 2014.
Since February 2014, Grauso has been employed as the Executive Vice President, N.A.

Commercial Operations at Defendant Glenmark.

43.

Defendant Kevin Green ("Green") is an individual residing at 110 Coachlight

Circle, Chalfont, Pennsylvania. Defendant Green worked at Defendant Teva as a Director of
National Accounts from January 2006 through October 2013. Since November 2013, Green has
worked at Defendant Zydus Pharmaceuticals (USA) Inc. and is cunently the Vice President of
Sales.

44.

Defendant Greenstone LLC ("Greenstone") is a limited liability company located

at 100 Route 206, North Peapack, New Jersey. Greenstone is a wholly-owned subsidiary of
Defendant Pftzer Inc. ("Pfizer"), a global pharmaceutical company headquartered in New York,

New York, and has at all relevant times operated

as

the generic drug division of Pfizer.

Greenstone operates out of Pfizer's Peapack, New Jersey campus, and a majority of Greenstone's
employees are also employees of Pfizer's Essential Health Division, including Greenstone's

President. Greenstone employees also use Pfizer for financial analysis, human resources and
employee benefit purposes, making the two companies essentially indistinguishable. At all times
relevant to the Complaint, Greenstone has - under the direction and control of Pfizer

- marketed

and sold generic pharmaceuticals in this District and throughout the United States.

45.

Defendant Armando Kellum ("Kellum") is an individual residing at 56 Gravel

Hill Road, Huntingdon Valley, Pennsylvania. At all times relevant to the Complaint, Kellum
was the Vice President, Contracting and Business Analytics at Defendant Sandoz, Inc.

t4

46.

Defendant Lannett Company, Inc. ("Lannett") is a corporation organized and

existing under the laws of the State of Delaware with its principal place of business at 9000 State
Road, Philadelphia, Pennsylvania. At all times relevant to the Complaint, Lannett has marketed
and sold generic pharmaceuticals in this District and throughout the United States.

47.

Defendant Lupin Pharmaceuticals, Inc. ("Lupin") is a Delaware corporation with

its principal place of business in Baltimore, Maryland. Lupin is a wholly-owned subsidiary

of

Lupin Limited, an Indian company with its principal place of business in Mumbai, India. At all
times relevant to the Complaint, Lupin has marketed and sold generic pharmaceuticals in this

District and throughout the United States.

48.

Defendant Mylan Pharmaceuticals Inc. ("Mylan") is a corporation organized and

existing under the laws of the State of Delaware with its principal place of business at 1000

Mylan Boulevard, Canonsburg, Pennsylvania. At all times relevant to the Complaint, Mylan has
marketed and sold generic pharmaceuticals in this District and throughout the United States.

49.

Defendant Jill Nailor ("Nailor") is an individual residing at 1918 McRae Lane,

Mundelein, Illinois. At all times relevant to the Complaint, Nailor was the Senior Director of
Sales and National Accounts at Defendant Greenstone.

50.

Defendant James (Jim) Nesta ("Nesta") is an individual residin g at 9715

Devonshire Drive, Huntersville, North Carolina. At all times relevant to the Complaint, Nesta
was the Vice President of Sales at Defendant Mylan.

51.

Defendant Konstantin Ostaficiuk ("Ostaficiuk") is an individual residing at 29

Horizon Drive, Mendham, New Jersey. At all times relevant to the Complaint, Ostaficiuk was
the President of Camber Pharmaceuticals, Inc. ("Camber").

15

52.

Defendant Par Pharmaceutical Companies, Inc. ("Par") is a corporation organized

and existing under the laws of the State of Delaware

Ram Ridge Road, Chestnut Ridge, New

with its principal place of business at One

York. At all times relevant to the Complaint,

Par has

marketed and sold generic pharmaceuticals in this District and throughout the United States.

53.

Defendant Nisha Patel ("Patel") is an individual residing at 103 Chinaberry Lane

Collegeville, Pennsylvania. At all times relevant to the Complaint, Patel worked as a Director of
Strategic Customer Marketing and as a Director of National Accounts at Defendant Teva.

54.

Defendant Pfrzer,Inc. ("Pifizer") is a corporation organized and existing under

the laws of Delaware, with its principal place of business at 235 East 42nd Street New York, New

York. Pftzer is a global biopharmaceutical company and is the corporate parent of Defendant
Greenstone. At all times relevant to the Complaint, Pftzer has marketed and sold generic
pharmaceuticals in this District and throughout the United States, and has also participated in and
directed the business activities of Defendant Greenstone.

55.

Defendant David Rekenthaler ("Rekenthaler") is an individual residing at2626

Lulworth Lane, Marietta, Georgia. At all times relevant to the Complaint, Rekenthaler was the
Vice President, Sales US Generics at Defendant Teva.

56.

Defendant Richard (Rick) Rogerson ("Rogerson") is an individual residing at 32

Chestnut Trail, Flemington, New Jersey. At all times relevant to the Complaint, Rogerson was
the Executive Director of Pricing and Business Analytics at Defendant Actavis.

57.

Defendant Sandoz, Inc. ("Sandoz") is a corporation organized and existing under

the laws of the State of Colorado, with its principal place of business at 100 College Road West,
Princeton, New Jersey. Sandoz is a subsidiary of Novartis AG, a global pharmaceutical company

l6

based in Basel, Switzerland.

At all times relevant to the Complaint, Sandoz has marketed and

sold generic pharmaceuticals in this District and throughout the United States.

58.

Defendant Taro Pharmaceuticals USA, Inc. ("Taro") is a corporation organized

and existing under the laws of the State of New York, with its principal place of business at 3

Skyline Drive, Hawthorne, New York. At all times relevant to the Complaint, Taro marketed
and sold generic pharmaceutical drugs in this District and throughout the United States.

59.

Defendant Upsher-Smith Laboratories, LLC (formerly known as Upsher-Smith

Laboratories, Inc.) ("Upsher-Smith"), is a Minnesota limited liability company located at 6701
Evenstad Drive, Maple Grove,

MN. Upsher-Smith

is a subsidiary of Sawaii Pharmaceutical Co.,

Ltd., a large generics company in Japan. At all times relevant to the Complaint, Upsher-Smith
has marketed and sold generic pharmaceuticals in this District and throughout the United States.

60.

Defendant Wockhardt USA LLC ("Wockhardt") is a Delaware limited liability

company located at 20 Waterview Boulevard, 3'd Floor, Parsippany, New Jersey. At all times
relevant to the Complaint, Wockhardt has marketed and sold generic pharmaceuticals in this

District and throughout the United States.

61.

Defendant Zydus Pharmaceuticals (USA), Inc. ("Zydus") is a corporation

organized and existing under the laws of the State of New Jersey with its principal place

of

business at 73 Route 31 North, Pennington, New Jersey. At all times relevant to the Complaint,
Zydus has marketed and sold generic pharmaceuticals in this District and throughout the United
States.

62.

Whenever any reference is made in any allegation of the Complaint to any

representation, act or transaction of Defendants, or any agent, employee or representative

thereof, such allegation shall be deemed to mean that such principals, offìcers, directors,

17

employees, agents or representatives of Defendants, while acting within the scope of their actual
or apparent authority, whether they were acting on their own behalf or for their own benefit, did

or authorized such representations, acts or transactions on behalf of Defendants, respectively.

IV.

FACTS SUPPORTING THE LEGAL CLAIMS

A.

Factual Support For The Allegations

63.

The allegations in this Complaint are supported and corroborated by facts and

evidence obtained from numerous sources, including but not limited to those set fodh below.

64.

During the course of the investigation, the Plaintiff States have issued over 30

subpoenas to various generic drug manufacturers, individuals and third parties, and have

compiled over 7 million documents in a shared document review platform.

65.

The Plaintiff States have issued more than 300 subpoenas to various telephone

carriers, and have obtained phone call and text message records for numerous companies and

individuals throughout the generic pharmaceutical industry. The Plaintiff States have loaded
those call and text records into a software application for communications surveillance,

collection and analysis, designed exclusively for law enforcement. The Plaintiff States have also
loaded the names and contact information for over 600 sales and pricing individuals throughout

the industry, at every level

-

giving the Plaintiff States a unique perspective to know who in the

industry was talking to who, and when.

66.

Defendant Teva has, at all times relevant to the Complaint, maintained a live

database that it refers to as Delphi where it has catalogued nearly every decision it has made

regarding the products it sells, including those decisions that were made collusively

-

which

Teva often referred to as "strategic" decisions. Although the Plaintiff States have not been

provided with full access to that important database from Teva, they have obtained static images

18

of the database that were internally disseminated over time by Teva, which were referred to

as

Market Intel Reports. Through its review and investigation of some of those reports, in
combination with the phone records, the Plaintiff States have, to date, identified over 300
instances of collusion where Teva spoke to competitors shortly before or at the time it made what

the company referred to as a "strategic" market decision. A number of those instances are
detailed throughout this Complaint.
67

.

During the course of their investigation, the States have also obtained valuable

cooperation from a number of individuals. The expected testimony from certain of those

individuals will directly support and corroborate the allegations throughout this Complaint.
Some of those cooperating witnesses include:

(a)

A former pricing executive at Defendant Sandoz during the time period

relevant to this Complaint [refered to herein as CW-1];

(b)

A former sales and marketing executive at Rising Pharmaceuticals, Inc.

and Defendant Sandoz during the time period relevant to this Complaint freferred to

herein as CW-21;

(c)

A former senior sales executive at Defendant Sandoz during the time

period relevant to this Complaint [referred to herein as CW-3];

(d)

A former senior

sales executive at Defendant Sandoz during the time

period relevant to this Complaint [referred to herein as CW-4];

(e)

A former senior executive

at Defendant Glenmark during the time period

relevant to this Complaint [referred to herein as CW-5]; and

(Ð

Jason Malek

("Malek"), former Vice President of Commercial Operations

at Heritage Pharmaceuticals, Inc. ("Heritage")

19

B.

The Generic Drug Market

1.
68.

The Hatch-Waxman Act

In 1984, Congress enacted the Drug Price Competition

Restoration Act, commonly known as the "Hatch-Waxman"

and Patent Term

Act. Its intention

was to balance

two seemingly contradictory interests: encouraging drug innovation, and promoting competition
between brand and generic drugs in order to lower drug prices. To encourage innovation, Hatch-

Waxman gave branded drug manufacturers longer periods of market exclusivity for newlyapproved products; this increased the financial returns for investment in drug research and
development.

69.

To promote price competition, the law established a new regulatory approval

pathway for generic products to help ensure that generic drugs became available more quickly

following patent expiration. To gain approval for a new drug, drug manufacturers must submit a
new drug application ("NDA") to the United States Food and Drug Administration ("FDA")

showing that the new drug is safe and effective for its intended use. Developing a new drug and
obtaining an NDA can take many years and cost tens or hundreds of millions of dollars.

70.

The Hatch-Waxman Act encouraged faster approval for generic versions of

brand-name drugs through the use of "abbreviated new drug applications"

("ANDAs").

These

applications rely on the safety and efficacy evidence previously submitted by the branded drug
manufacturer, permitting generic manufacturers to avoid conducting costly and duplicative

clinical trials.

71.

Hatch-Waxman succeeded in both of its goals. Since the law was passed in 1984,

generic drugs have moved from being less than 20o/o of prescriptions f,rlled in the United States to

nearly

90%o

of prescriptions filled. A recent study found that, in 2011 alone, generic medicines

20

saved $193

billion for consumers. During the same period, innovation has continued to lead to

many new and helpful drugs.

2.
72.

The Importance Of Generic Drugs

Like their branded counterparts, generic drugs are used in the diagnosis, cure,

mitigation, treatment or prevention of disease and, thus, are integral components in modern
healthcare, improving health and quality of life for nearly all people in the United States. In
2015, sales of generic drugs in the United States were estimated at $74.5 billion dollars. Today,
the generic pharmaceutical industry accounts for nearly 90o/o of all prescriptions written in the

United States.

73.

A branded drug manufacturer that develops an innovative drug can be rewarded

with a patent granting

a

period of exclusive rights to market and sell the drug. During this period

of patent protection, the manufacturer typically markets and sells its drug under a brand name,
and the lack of competition can permit the manufacturer to set its prices extremely high.

74.

Once the brand-name drug's exclusivity period ends, additional firms that receive

FDA approval are permitted to manufacture and sell "generic" versions of the brand-name drug.
As generic drugs enter the market, competition typically leads to dramatic reductions in price.
Generic versions of brand name drugs are priced lower than the brand-name versions. Under

most state laws, generic substitution occurs automatically, unless the prescriber indicates on the
prescription that the branded drug must be "dispensed as written."

75.

As additional manufacturers enter a particular drug market, competition pushes

the price down much more dramatically. Often, the price of a generic drug
20Yo

will

end up as low as

of the branded price or even lower. For this reason, generic drugs have long been referred

to as one of the few "bargains" in the United States healthcare system. Experts have stated that

21

the substantial cost savings gained from the growing number of generic drugs have played a

major role in keeping health care costs from increasing more dramatically.

76.

Where there is genuine competition, the savings offered by generics drugs over

their brand-name equivalents provide tremendous benef,rts to consumers and health care payors.
Patients typically see lower out of pocket expenses, while lower costs for payors and insurers can
lead to lower premiums for those who pay for health insurance, and lower costs to government

health care programs like Medicare and Medicaid mean greater value for taxpayers.

3.

77.

The Players In The Drus Distribution System

The United States prescription drug distribution system includes entities that are

involved at various levels before prescription drugs are ultimately delivered to end users.

ø.
78.

Manufacturers/Supnliers

Drug manufacturers are the source of the prescription drugs in the pharmaceutical

supply chain. Unlike branded drug manufacturers, generic manufacturers typically do not
develop new drug therapies, but instead manufacture generic drugs that can be substituted (often

automatically under state law) for the branded drug after expiration of the brand's exclusivity.
Generic pharmaceuticals can be manufactured in a variety of forms, including tablets, capsules,
injectables, inhalants, liquids, ointments and creams. A manufacturer seeking to sell a "new

drug" in the United States (including generic versions of previously approved drugs) must obtain
approval from the FDA, which evaluates many factors, including drug safety, efficacy, raw
material suppliers, manufacturing processes, labeling and quality control.

79.

Generic drug manufacturers operate manufacturing facilities, and compete with

each other to sell the generic drugs they produce to wholesalers, distributors, and in some cases,

22

directly to retailpharmacy chains, mail-order and specialty pharmacies, hospital chains, and
some health plans.

80.

Generic drug manufacturers also sell some of their drugs through auctions to

different purchasers in the supply chain, e.9., group purchasing organizations, retail pharmacies
and supermarket chains with pharmacies.

81.

In marketing their generic drugs, manufacturers often do not attempt to

differentiate their products because, primarily, a generic drug is a commodity. Consequently,
competition is dictated by price and supply. As a result, generic drug manufacturers usually all
market the drug under the same name, which is the name of the active ingredient (e.g.,

Acetazolamide).

82.

Drug suppliers include the manufacturers themselves,

as

well as other companies

that have agreements to sell or distribute certain generic pharmaceutical drugs manufactured by
another company. The corporate Defendants in this action are all drug manufacturers and
suppliers who compete with one another for the sale of generic pharmaceutical drugs which are

ultimately sold to consumers in the United States.

83.

Drugs sold in the United States may be manufactured either domestically or

abroad. Many manufacturers that produce drugs for the United States market are owned by, or
are, foreign companies. Generic drugs may be manufactured by the same companies that

manufacture brand-name drugs (even in the same factories), or may come from companies that
manufacture generics exclusively. Drug manufacturers typically sell their products through

supply agreements negotiated with their customers.

84.

Generic manufacturers report certain benchmark or list prices for each generic

drug that they offer, including the average wholesale price ("AWP") and wholesale acquisition

23

cost ("WAC"); these sometimes serve as benchmarks, but given the different characteristics

different buyers and the nature of individual negotiations,

a manufacturer

will frequently

of

supply

the same generic drug at several different prices depending on the customer or type of customer.

85.

In addition, generic manufacturers that enter into

a

Medicaid rebate agreement

must report their average manufacturer prices ("AMP") to the federal Centers for Medicare and

Medicaid Services on a monthly and quarterly basis. Pursuant to federal law, AMP is defined

as

the average price paid to the manufacturer for the drug in the United States by (a) wholesalers for
drugs distributed to retail community pharmacies and (b) retail community pharmacies that
purchase drugs directly from the manufacturer.

86.

Medicaid reimbursement for certain generic drugs is calculated using a formula

that is derived from a manufacturer's AMP for that specific generic drug. Put another way, a
manufacturer's AMP may have a direct impact on how much a state Medicaid program pays for a
generic drug dispensed to a Medicaid benefrciary.

87.

The corporate Defendants in this case are among the largest generic

pharmaceutical manufacturers in the industry. Each has a broad portfolio of generic drugs which

it sells to distributors, retailers and group purchasing organizations, many of whom have a
nationwide presence. Competitors for particular pharmaceutical products vary given the shifting
pharmaceutical landscape as drugs lose exclusivity, and as manufacturers decide to enter or exit
an existing drug market.

At all time relevant to this Complaint, every Defendant's portfolio

remained broad, and was marketed to customers in virtually every state across the United States.

88.

The Defendants' customers supply generic pharmaceuticals to a wide swath of

consumer populations, including but not limited to Medicaid recipients; private and public sector
employees with commercial payor, employer-funded, or self-funded health plans; patients in

24

non-profit, for-profit, or public hospitals or long-term care facilities; uninsured "cash pay"
consumers; and prisons.

89.

The generic pharmaceutical portfolios of the Defendants run the gamut of

indications, servicing a wide range of health needs. These include potentially less common
health problems such as human immunodeficiency virus (HIV) treated with

Lamivudine/Zidovudine and long-term kidney disease treated by Paricalcitol, as well as more
commonplace conditions such as high blood pressure treated with medications including

Clonidine-TTS Patch, Irbesartan, Moexipril HCL and Enalapril Maleate, high cholesterol treated

with medications such as Fenofibrate, Pravastatin or Niacin ER, and attention deficit
hyperactivity disorder (ADHD) treated by Dexmethylphenidate or
Amphetam ine/Dextroamphetamine.

90.

Taken together, customers purchase a wide range of generic pharmaceutical

products, in enormous volumes, in every state. Defendants'business plans and strategies for

their broad portfolios focus on the nationwide supply and demand chain that funnels their
products through various purchasers, including state govemments, municipalities, and private
sector employers, in order to reach consumer populations in every state. This supply and
demand chain is described in more detail below.

b.
91.

Wholesalers/Dislributors

Wholesalers and distributors purchase pharmaceutical products from

manufacturers and distribute them to a variety of customers, including pharmacies (retail and

mail-order), hospitals, long-term care and other medical facilities. Some wholesalers sell to a
broad range of customers while others specialize in sales of particular products (e.g., biologic

products) or sales to a particular type of customer (e.g., nursing homes).

25

92.

Wholesalers and distributors have similar business models, but distributors

typically provide more services to their customers. Some of the largest wholesalers and
distributors of generic drugs include AmerisourceBergen Corporation ("ABC"), Cardinal Health,
Inc. ("Cardinal"), H.D. Smith,LLC ("HD Smith"), McKesson Corporation ("McKesson") and

Morris & Dickson, LLC ("Morris & Dickson").

c.
93.

Grouo Purchasins Orgønizations (GPOsl

Group purchasing organizations ("GPOs") are membership-based entities that

negotiate with manufacturers, wholesalers, and distributors on behalf of a large group

of

purchasers. GPOs leverage their buying power to obtain better prices and terms for their
members, and assist buyers in trade relations and contract management with sellers. GPOs have

formed to serve state and local governments, hospital groups, retail pharmacies, and supermarket

chains. Some of the GPOs who sell large volumes of Defendants' generic products for
distribution nationwide include Vizient (formerly Novation), Premier, Inc. ("Premier"), Intalere
(formerly Amerinet), the Minnesota Multistate Contracting Alliance for Pharmacy ("MMCAP")
and Econdisc Contracting Solutions ("Econdisc").

d.
94.

Pharmacv and Supermarket Chains

Pharmacies are the final step on the pharmaceutical supply chain before drugs

reach the consumer. There are several types of pharmacies, including chain and independent

retail pharmacies, pharmacies in supermarkets and other large retail establishments, and mailorder pharmacies.

If

a retail pharmacy or supermarket chain purchases generic drugs

on alarge

enough scale, manufacturers may agree to contract with them directly. Such retailers can obtain

attractive terms by avoiding the markups or fees charged by wholesalers, distributors, and GPOs.
Retailers large enough to purchase drugs directly from manufacturers include Rite Aid

26

corporation ("Rite Aid"), CVS Health ("cvS"), The walgreen company ("walgreens"), walMart Stores, Inc. ("Walmart"), Target Corporation, and Publix Super Markets, Inc. ("Publix").

e.
95.

Customer Incentíves

Some of the largest buyers that purchase from generic manufacturers actually

benefit when prices are higher. For example, in McKesson's 2014 l0-K filing, the company
reported the following:

A significant portion of our distribution anangements with the
manufacturers provides us compensation based on a percentage of
our purchases. In addition, we have certain distribution
affangements with pharmaceutical manufacturers that include an
inflation-based compensation component whereby we benefit when
the manufacturers increase their prices as we sell our existing
inventory at the new higher prices. For these manufacturers, a
reduction in the frequency and magnitude of price increases, as
well as restrictions in the amount of inventory available to us,
could have a material adverse impact on our gross profit margin.

In that same filing, McKesson also reported that "The business' practice is to pass on to
customers published price changes from suppliers."

96.

Similarly, in Cardinal's201410-K filing, the company reported that
Gross margin in our Pharmaceutical segment is impacted by
generic and branded pharmaceutical price appreciation and the
number and value of generic pharmaceutical launches. In past
years, these items have been substantial drivers of Pharmaceutical
segment profit. Prices for generic pharmaceuticals generally
decline over time. But at times, some generic products experience
price appreciation, which positively impacts our margins.

97.

ABC's Annual Summary 2014 and Annual Report 2014 make very similar

observations

Our results of operations continue to be subject to the risks
and uncertainties of inflation in branded and generic
pharmaceutical prices and deflation in generic pharmaceutical
prices.

27

Certain distribution service agreements that we have entered into
with branded and generic pharmaceutical manufacturers continue
to have an inflation-based compensation component to them.
Arrangements with a small number of branded manufacturers
continue to be solely inflation-based. As a result, our gross profit
from brand-name and generic manufacturers continues to be
subject to fluctuation based upon the timing and extent of
manufacturer price increases. If the frequency or rate of branded
and generic pharmaceutical price increases slows, our results of
operations could be adversely affected.In addition, generic
pharmaceuticals are also subjectto price deflation. If thefrequency
or rate of generic pharmaceutical price deflation accelerates, our
results of operations could be adversely affected.

98.

Other large retail customers have similar contractual provisions in their contracts

with generic manufacturers that allow for potentially greater compensation when prices

are

higher. For example, contracts between Walgreens Boots Alliance Development GmbH,

a

GPO, and generic manufacturers contain provisions about Rebates and Administrative fees that
are directly tied to "total contract sales"

-

a number that increases when prices increase. In other

words, that GPO (and other larger retail customers with similar contractual terms) may make
more money when generic pharmaceutical prices are higher

99.

The generic manufacturers are keenly aware that some of their customers benefit

from their price increases. In fact, many of the generic drug manufacturers regularly tout these
price increases in their discussions with customers. As just one example, when Teva met with
large customer Red Oak (a joint venture between Cardinal and CVS) in December 2014,it
boasted that during its August 28,2014 price increase it had been able to increase twenty

different product families, resulting in an estimated $29.0M price increase value to the customer

28

4.
100.

The Cozv Nature Of The fndustrv And Onoortunities tr'or Collusion

The generic drug market is structured in a way that allows generic drug

manufacturers, including but not limited to the Defendants, to interact and communicate with
each other directly and in person, on a frequent basis.

a.
101.

Trade Association and Customer Conferences

Many customers of the Defendants, including but not limited to (a) large

wholesalers or distributors like ABC, Cardinal, HD Smith, McKesson and Morris & Dickson, (b)
GPOs like Premier, MMCAP and Econdisc, and (c) other large drug purchasers like pharmacy or

grocery store chains, hold multi-day conferences throughout the year in various locations
throughout the United States. Generic manufacturers from across the United States are invited to
attend.

102.

Additionally, the Defendants and other generic drug manufacturers also attend

various industry trade shows throughout the year, including those hosted by the National
Association of Chain Drug Stores ("NACDS"), Healthcare Distribution Management Association

("HDMA") (now the Healthcare Distribution Alliance), the Generic Pharmaceutical Association
("GPhA") and Efficient Collaborative Retail Marketing ("ECRM"), in

a

variety of locations

throughout the United States.

103.

At these various conferences and trade shows, sales representatives from many

generic drug manufacturers, including Defendants, interact with each other and discuss their
respective businesses and customers. Many of these conferences and trade shows include
organized recreational and social events such as golfoutings, lunches, cocktail parties and
dinners that provide additional opportunities to meet with competitors. Defendants use these

opportunities to discuss and share competitively-sensitive information concerning upcoming

29

bids, specific generic drug markets, pricing strategies and pricing terms in their contracts with
customers.

104.

These trade shows and customer conferences provide generic drug manufacturers,

including but not limited to the Defendants, with ample opportunity to meet, discuss, devise and
implement a host of anticompetitive schemes that unreasonably restrain competition in the
United States'market for generic drugs.

b.
105.

Industrv Dínners and Prìvate Meetínss

In addition to these frequent conferences and trade shows, senior executives and

sales representatives gather in smaller groups, allowing them to further meet face-to-face with

their competitors and discuss competitively sensitive information.

106.

Many generic drug manufacturers, including several of the Defendants, are

headquartered in close proximity to one another in New Jersey or eastern Pennsylvania, giving

them additional opportunities to foster connections and meet and collude. At least forty-one (41)
different generic drug manufacturers are concentrated between New York City and Philadelphia,
including, among others, Defendants Actavis, Aurobindo, Breckenridge, Dr. Reddy's, Glenmark,
Greenstone, Lannett, Pat,Pftzer, Sandoz, Taro, Teva, Wockhardt and Zydus.
107

.

High-level executives of many generic drug manufacturers get together

periodically for what some of them refer to as "industry dinners." For example, in January 2014,
at a time when the prices of a number of generic drugs were reportedly soaring, at least thirteen

(13) high-ranking executives, including CEOs, Presidents and Senior Vìce Presidents of various
generic drug manufacturers, met at a steakhouse in Bridge\¡/ater, New Jersey. Executives

(including individual Defendants Berthold, Falkin and Ostaficiuk) from Defendants Actavis,

30

Aurobindo, Breckenridge, Dr. Reddy's and Lannett, among many other generic manufacturers,
attended this particular dinner.

108.

At these industry dinners, one company is usually responsible for paying for all of

the attendees. For example, in a group e-mail conversation among the competitors in December
2013, one of the participants -- a high-ranking executive for Defendant Dr. Reddy's -- joked

"[y]ou guys are still buying for Mark and I, right?" The response from another executive:

"Well. . . I didn't think the topic would come up so quickly but . . . we go in alphabetical order by
company and [a generic drug manufacturer not identified in this Complaint as a conspirator]

picked up the last bill. . . . PS. . . . no backing out now! Its [sic] amazinghow many in the group

like l8 year-old single malt scotch when they aren't buying."

109.

Other groups of competitors gather routinely for golf outings, where they have the

opportunity to spend several days at a time together without interruption. One such annual event
was organized by a packaging contractor in Kentucky. From September

17

-19,2014, for

example, high-level executives from Defendants Teva, Apotex, Actavis, Amneal, Lannett, Par,
Zydus and others were invited to a gathering at a country club in Bowling Green, Kentucky
where they would play golf all day and socialize at night. Defendant Rekenthaler was in
attendance with high-level executives from Defendants Lannett, Amneal, Apotex, Wockhardt
and other generic manufacturers. Rekenthaler and a high-level executive from Apotex, J.H.,

actually stayed together in the home of the owner of the packaging company that sponsored the

event. At the conclusion of the outing, one of the executives
mail to the other attendees, stating:

-

Defendant Ostaficiuk

-

sent an e-

'

"' As discussed

more

fully

below in Section lV.C.6.a, Defendants Rekenthaler and Ostaficiuk used this golf outing as an

31

opportunity to negotiate Camber's anticompetitive entry into the market for two different Teva
drugs.

110.

Some generic pharmaceutical sales representatives also get together regularly for

what they refer to as a "Girls Night Out" ("GNO"), or alternatively "Women in the Industry"
meeting or dinner. During these events, the sales representatives meet with their competitors and
discuss competitively sensitive information.
II

1.

Many "Women in the Industry" dinners were organized by 4.S., a salesperson

from non-Defendant Heritage Pharmaceuticals, Inc. who resides in the State of Minnesota.
Other participants in these meetings were employees of generic drug manufacturers located in

Minnesota, or salespeople residing in the area. However, out-of-town sales representatives were
also aware of these dinners and were included when in the area. For example, in November

2014,Defendant Sullivan of Defendant Lannett sent A.S. a text message asking "[w]hen is your
next industry women event? I'm due for a trip out there and I'd love to plan for it if possible...."
A.S. responded: "There is an XMas [sic] party at Tanya's house on Dec 6th. Yes that is a
Saturday. We do it about once a quarter and usually it is during the week -- this was an
exception."

l12.

Sometimes dinners were also planned around visits of out-of-town competitors.

As A.S. stated in organizing the dinner:
Sorry if the meeting/dinner invite is a little short notice, but [K.N.,

a National Account Representative at Defendant Dr. Reddy's] will
[be] in MN on Sept 29th and it would be a great time for everyone
to get together! So much has been happening in the industry too --

we can recap all our findings from NACDS [trade show] over
martini or glass of wine! :) Plus the food is super Yummy!

113.

a

Several different GNOs were held in 2015, including: (1) at the ECRM

conference in February (involving Defendants Dr. Reddy's, Greenstone, Lannett, Teva, Upsher32

Smith and Zydus, among others

-

including individual Defendants Nailor and Sullivan); (2) in

Baltimore in May (involving Defendants Dr. Reddy's, Lupin and Teva among others); and (3) at
the NACDS conference in August (involving Defendant Dr. Reddy's among others).
5

ll4.

The Overarching Conspiracv Betryeen Generic Drug Manufacturers
Plavine Nice In The Sandbox

-

As a result of these communications, sales and marketing executives in the

generic pharmaceutical industry are well aware of their competitors'current and future business

plans. This reciprocal sharing of inside information greatly facilitates agreements among
competitors to allocate markets to avoid price competition.
I

15.

The overarching conspiracy among generic manufacturers, however

together all of the agreements on individual drugs identified in this Complaint

-

-

which ties

is an agreed-

upon code that each competitor is entitled to its "fair share" of the market, whether that market is
a

particular generic drug, or a number of generic drugs. Coined "fair share," the term is

generally understood as an approximation of how much market share each competitor is entitled
to, based on the number of competitors in the market, with a potential adjustment based on the

timing of entry. Once a manufacturer has achieved its "fair share," it is generally understood that
the competitor

will no longer compete for additional business.

The common goal or purpose

of

this overarching agreement is to keep prices high, avoid price erosion and serve as the basis for
further supra-competitive price increases.

116.

This overarching agreement is widespread across the generic drug industry and is

broader than the Defendant manufacturers named in this Complaint. The Plaintiff States focus
here on the role of these named Defendants and their participation in, and agreement with, this

overarching conspiracy. This Complaint describes conspiracies regarding the sale of specific
drugs, and how these specific conspiracies are also part ofthe larger overarching conspiracy.
3-t

117.

The exact contours of this "fair share" understanding, which has been in place for

many years (and pre-dates any of the specific conduct detailed herein), has evolved over time

during the numerous in-person meetings, telephonic communications, and other interactions
between generic manufacturers about specific drugs. These business and social events occur

with such great frequency that there is an almost constant ability for Defendants to meet in
person and discuss their business plans. For example, between February 20,2013 and December

20, 2013 (a 4 I -week period), there were at least forty-four (44) different tradeshows or customer
conferences where the Defendants had the opportunity to meet in person. These in-person
meetings gave the Defendants the opportunity and cover to have these conversations, and reach
these agreements, without fear of detection.
I

18.

As described in more detail below, when necessary, this larger understanding was

reinforced through phone calls and text messages between the Defendants to discuss "fair share"
and the desire to maintain or raise prices with respect to specific drugs. These types

of

communications occur with great frequency across the industry, including among Defendants.
1

19.

For example, from the period of January 1,2013 through December 31,2013,

senior sales executives and other individuals responsible for the pricing, marketing and sales

of

generic drugs at Defendant Teva spoke to representatives of every signif,rcant competitor by

phone andlor text on multiple occasions. Phone calls and text messages with several of those
key competitors during the 2013 calendar year are set forth below. The following Table (Table

l), which

is conservative because it is based on phone and text message records from only some

of the executives and salespeople at issue, and therefore shows only some of the phone calls and
text messages between the Defendants during that period, sheds some light on the frequency with

which Defendants communicated with each other throughout 2013.

34

Table

1

Teva phone/text communications with other Defendants (by month)
January 1,2013 - December 31,2013
Jun-13

Jul-13

Âup-1 q

Sên-1?

O.t-1q

Nôv-13

Dec-13

Totals

1

17

1)

15

40

13

47

183

)6

9

6

I

I

12

L4

tb

95

4

5

6

7

0

2

7

r,

59

g

19

I

5

13

6

0

12L

26

26

16

1

L

0

LL

26r

16

18

14

3

0

9

2

104

2

L

8

L1,

0

1,L

t

1

35

20

30

40

59

2T

34

14R

5R

47

531

72

L67

tol

159

9)

5g

))7

101

131

1389

lãn-13

Feb-13

2

2

0

7

0

3

0

0

2

0

20

L

Lup¡n

10

5

9

3

Mylan

31

47

32

17

5

4

4

72

o

o

0

0

13

21

42

75

85

107

120.

M

a

r-13

ADr-13

Mav-13

Of the 1,389 calls listed in Table 1,1,234 of them

- or 89o/o - involved

Defendants Green, Patel and Rekenthaler of Teva speaking with competitors. Many

not all

- of those communications involve

121.

-

though

matters that are addressed throughout this Complaint.

Similarly, from the period of January 1,2074 through December 31,2014, senior

sales executives and other individuals responsible for the pricing, marketing and sales of generic

drugs at Defendant Teva continued to speak to representatives of every significant competitor by
phone and/or text on multiple occasions. Phone calls and text messages with several of those

key competitors during the 2014 calendar year are set forth below. The following Table (Table
2), which is conservative because it is based on phone and text message records from only some
of the executives and salespeople at issue, and therefore shows only some of the phone calls and
text messages between the Defendants during that period, sheds similar light on the frequency

with which Defendants communicated with each other throughout 2014.

35

Table 2
Teva phone/text communications with other Defendants (by month)

January lr2014

-

December 3lr2014

lan-14

Feb-14

Mar-14

Aor- 14

Mav-14

lu n-14

31

t7

47

42

76

I

4

11

17

7

7

2

T7

3

13

3

7

11

5

13

4

6

1

1

5

10

1,

AUP-14

Seo-14

Oct-14

Nov-14

Dec-14

24

36

21

I

l4

9

6

I

6

3

3

70

1

6

1

9

0

0

o

54

0

0

0

0

0

0

0

0

33

'J,

7

2

0

10

13

5

2

I

s7

7

10

0

1,

28

7

4

7

6

3

82

1

7

4

t7

16

5

2

1

0

0

1,

55

18

36

44

24

37

t4

19

15

5

5

4

4

225

93

84

!43

95

L45

45

105

65

69

40

23

34

941

122.

Jul-14

Of the 941 calls listed in Table 2,778 of them

- or 83o/o -

Totals
365

involved Defendants

Patel and Rekenthaler of Teva speaking with competitors (by this time, Defendant Green no
longer worked at Teva). Many

-

though not all

-

of those communications involve matters that

are addressed throughout this Complaint.

123.

It was not just Teva personnel speaking to their competitors, however. All of

these individuals were speaking to each other, when needed, hundreds or even thousands

of

times to ensure adherence to the overarching conspiracy. Because it would be too voluminous to
list the total number of calls among all of the Defendants, the following graphic shows the
interlocking web of communications and relationships between just some of the individuals
employed by Teva and its key competitors. Each line in the graphic below demonstrates that at
least one phone call or text message was sent between those individuals (identified by their

initials) while they \¡/ere competitors. For many of these individuals, there were hundreds of
calls and texts with competitors, but the volume of those communications is not captured by this
graphic.

36

&hHtu
comPony

e
=g{e

Actavis
124.

In order to provide some organizational principle around the massive amount of

collusive behavior by the Defendants described in this Complaint, certain sections are centered
around the relationship between Defendant Teva and another conspirator. However, this
convenience should not imply that the Complaint is solely concerned with bilateral relationships

involving Teva.

125.

The specific drug agreements often involve overlapping sets of Defendants in

communication with each other, all following their agreed-upon "fair share" code of conduct.
For example, to view only a small portion of the interlocking, overlapping web of collusion
formed by Defendants: Teva, Taro and Wockhardt discussed amongst themselves the allocation
of the Enalapril Maleate market; Teva and Taro communicated with Sandoz concerning the
prices for Ketoconazole Cream; Sandoz worked with Mylan to allocate the market for Valsartan

HCTZ; Teva, Mylan and Par all communicated with each other in the spring of 2014 concerning
the market for Budesonide DR Capsules. These are not isolated, one-off agreements, but rather
demonstrate the ongoing, sprawling nature of the Defendants' overarching conspiracy.
7

126.

Referred to sometimes as the

for the generic drug industry,

the fair share understanding among Defendants dictates that when two generic manufacturers
enter the market at the same time, they generally expect that each competitor is entitled to

approximately

50%o

of the market. When a third competitor enters, each competitor expects to

obtain 33Yo share; when a fourth competitor enters, each expects 25Yo; and so on, as additional
competitors enter the market.

127.

When a generic drug manufacturer is the first to enter a particular drug market on

an exclusive basis

it is commonly understood that that manufacturer is entitled to a little more

than its proportional share of the market. For example, when Defendant Dr. Reddy's was about

to enter the market for a drug in January 2013, the Vice President of Sales and Marketing
explained during negotiations with his competitor that "he views it this

way. If they [Dr.

Reddy's] are first and others come out after, he deserves 60%o. If he launches with others on day
[one], he considers fair share 2-50yo,3-33yo, 4-25Yo, etc."

128.
little

Conversely, those generic manufacturers that enter later are typically entitled to a

less than their proportional share. One of the many examples of this occurred in March

2014, when

- as discussed more fully below - Defendant

Lupin entered the Niacin ER market

after Defendant Teva had previously been exclusive. Defendants Patel of Teva and Berthold

Lupin spoke directly by phone

a number

of

of times during this period, including three (3) calls on

March 24,2014. That same day, Defendant Rekenthaler of Teva sent an internal e-mail to
Defendant Patel stating:
Here, Teva's
expectation to maintain 600/o share in a two-player market, after being the first in that market,
was consistent with the overarching conspiracy.

38

L29.

Defenda¡rt Talo went so far as to create a pgaphic represeutatiou of that

turderstaudiug, taking into accourt both the uuurber of competitors and order of enhy to estirnate

what its "fail share" should be in auy given rnalket:

[TARO_0002241s0.1

130.

Although these general pararneters are well-known, there is no precise methocl for

apportioning "fair share" because rnarket share is ultiruately cletermined by either y¡inning or
maiutaining the busiuess of various ctutomers. which is irrherently variable in a giveu year. The
shared objective, however, is to attain a state of equilibriuur, where lro courpetitors are

i¡rceutivized to compete for additio¡ral ¡narket share by erodiug price.

13l.

Jtlis sernrnon goal was stated succinctly by Defendant Aprahauúan, who advised

the Taro Pricing Department in haining doctunents fiorn September aud November 2013 that

As demonstlated throughout the
Conrplaint, Apraharnian's idea

of

meaut constantly reachiug out to courpetitors

in order to coordinate giving trp share to reach a "fai¡" allocation aud keep prices hipilr.

132.

This scheure to urinirnize cornpetition and allocate "fair share" is typically

irnpleurented as

follows. First. Defendants allocate the urarket for an indiviclual drug basecl on

39

the number of competitors and the timing of their entry so that each competitor obtains an
acceptable share of the market. Then, the competitors agree on ways to avoid competing on

price and, at times, significantly raise price. This pattern is frequently followed even in the
absence of direct communication between the competitors, demonstrating the universal code

of

conduct agreed to by Defendants.

133.

This "fair share" understanding has been particularly effective when

competitor enters the market

-

a

a new

time when, in a free-functioning, competitive market for generic

drugs, prices would be expected to go down. In today's generic drug markets, a new competitor

will

either approach or be approached by the existing competitors. Existing competitors

will

agree to "walk away" from a specific customer or customers by either refusing to bid or

submitting a cover bid. The new competitor's transition into the market is seamless; the new
entrant is ceded market share and immediately charges a supra-competitive price. The
competitors then continue this process of dividing up customers until the market reaches a new

artificial equilibrium. This is referred to

134.

as a

"stable" market.

"Fair share" principles also dictate how generic drug manufacturers respond when

a competitor experiences supply issues.

will refrain from taking

If the disruption is temporary, the existing competitors

any action that might upset the market balance. By contrast, if the

disruption is for a longer term, the competitors will divide up customers until each player
achieves a revised "fair share" based on the number of players remaining in the market. For
example, in July 2013, a retail pharmacy customer e-mailed Defendant Taro stating that one
Defendant Mylan's products was on back order and asked Taro to bid for the business.
Defendant Aprahamian sent an internal e-mail stating

40

of

uld be:

request was due to a competitor's
137

-

price

ease

'When a generic uranufactu'er par-ticipates
in this scheme, and prices stay hig;h,

this is viewed as "playing ¡rice in the sandbox." For example

- as discussed

more fully below

-

in December 2014 Defendant Teva \lras approached by a large retail custouler on behalf of
Defendaut Greenstone. The custorner indicated that Gleenstone was entering the market for
Cabergoline a¡rd was seekiug to target specific customers. The customer specifically requested

I

that Teva give up alarge customer to the new entrant, and indicated that "Greenstone has
promised to play nice in the sandbox." After discussing the matter intemally, a Teva
representative responded to the customer:
and we

will

"[t]ell Greenstone \¡/e are playing nice in the sandbox

let them have fthe targeted customer.]"

138.

Similarly, when a generic manufacturer is "playing nice in the sandbox," it is

generally referred to as a "responsible" or "rational" competitor. For instance, in May 2013,

R.T., a senior sales and marketing executive at Defendant Sandoz, sent an intemal e-mail to J.G.,
another Sandoz senior executive, stating

139.

Defendant Sandoz, in turn, uses that same terminology to refer to its competitors

that are acting in accordance with "fair share" principles. For example, in internal company
presentations throughout 2014, Sandoz consistently referred to Defendant Actavis as a
and Defendant Taro as a

140.

Defendant Teva had its own term of aft

-

referring to the competitors it had the

most collusive relationships with as "high quality" competitors. As explored more fully below,
Teva had long-standing relationships with these competitors, including several of the corporate
Defendants, which affected nearly every overlapping drug they sold. As just one example,
Defendant Patel of Teva exchanged seven (7) text messages and had two (2) long phone calls

with Defendant Aprahamian of Taro on June 3 and 4,2014. After a lengthy twenty-five (25)
minute call with Aprahamian on the morning of June 4,Patel sent an internal e-mail to K.G., a
Teva senior marketing executive, stating

42

l4l.

Adherence to the rules regarding "fair share" is critical in order to maintain high

prices. Indeed, that is the primary purpose of the agreement. If even one competitor does not
participate (and, thus behave in accordance with) the larger understanding, it can lead to
unwanted competition and lower prices. In the relatively few instances where a competitor

prioritizes gaining market share over the larger understanding of maintaining "fair share," that
competitor is viewed as "irresponsible," and is spoken to by other competitors. For example, in
March 2015, Defendant Upsher-Smith learned that Defendant Sandoz had submitted a bid on a
product not identified in the Complaint at one of Upsher-Smith's GPO customers. B.P., a senior
account manager at Upsher-Smith, forwarded that information internally stating

142.

"Fair share," "playing nice in the sandbox," and similar terminology have become

part of the industry lexicon, and thus part of the larger understanding between Defendants.
Generic drug manufacturers actively and routinely monitor their fair share and that of their

competitors, as well as discuss customer allocation amongst each other within the context of
agreements on specihc drugs, as set forth more

fully below. For example, in July 2013,LJ.,

a

senior marketing executive at Sandoz, sent an internal e-mail identifying 47 products where

After some back-and-forth internal joking

Sandoz did not have "fair share" of the market.

among Sandoz executives about the idea that Sandoz might actually attempt to compete for
business in those markets by driving prices down, Defendant Kellum responded by emphasizing
the truly industry-wide nature of the agreement:

43

that

145.

Further, in Janury 2015. Defendant Teva was in disctusions with a lalge retail

customer about the possibility of becoming its supplier for
custorner stated

M

Moex

I HCL HCTZ Tablets. The

146.
a

Customers at times also facilitate price increases, asking competitors to

market by raising prices. For example, in November 2013, S.G., a senior account

executive at Sandoz, sent an internal e-mail stating

147.

The "fair share" agreement is not limited to any one market; these principles

constantly inform and guide the market actions that generic drug manufacturers decide to take
(or not take) both within and across product markets. For example, in November 2013,
Defendant Dr. Reddy's won the

"8" slotl

business at alarge wholesale customer on a product not

identified in the Complaint. Dr. Reddy's had previously won the "4" slot business at that
customer because Defendant Mylan had

from the business. J.4., a senior

account executive at Dr. Reddy's, sent an internal e-mail stating

148.

Similarly, in October 2013, CW-1, a senior pricing executive at Sandoz, sent an

internal e-mail, including to Defendant Kellum, stating that Sandoz had decided not to bid on

two drugs not identified in the Complaint at a large retail customer. CW-1 explained his
reasoning as follows:

Similarly, in June 2014, Sandoz chose not to bid at a customer
on a product not identified in the Complaint out of concem that Defendant Mylan would

'

Some large customers contract with multiple suppliers - referring to them as primary ("4 slot") or secondary
- so that in the event ofa supply disruption for a particular drug, there is a secondary source of

slot") suppliers
supply.

45

("8

retaliate. As C'W-l explained,

As discussed more fully below in Section IV.C.4.a, these decisions were made by Sandoz
executives as a direct result of communications between the competitors, and in the context of an

ongoing understanding between Defendants Sandoz and Mylan to fix prices and avoid
competition on a number of different drugs, including Nadolol and Benazepril HCTZ.

149. A similar

scenario occurred in August 2015, when Defendant Taro declined to bid

on Etodolac Extended Release (ER) Tablets at a large supermarket chain where DefendantZydus
was the incumbent. Taro voiced concerns internally that Zydus might retaliate and take share

from them on another product, Warfarin Sodium Tablets. As C.L., an analyst at Taro, reasoned
in an internal e-mail, Zydus

As discussed more fully below, both Etodolac ER and Warfarin
were drugs where Taro had previously agreed with its competitors, including Teva and Zydus, to

fix prices

and allocate customers

in2014. Taro's focus on playing nice in the sandbox was

merely an extension of those already-existing agreements.

150.

As these examples make clear, the interdependence among generic manufacturers

transcends product markets as these companies make decisions not only based on what impact

their actions will have in a given product market, but also on how those actions will impact other
product markets where the competitors overlap, and any future markets where they might
eventually compete.
151

agreements

.

In fact, as explained in more detail below, certain Defendants had long-standing

with some of their competitors to limit competition on any products on which the

companies overlapped. For instance, shortly after Defendant Patel was hired by Teva in2013,

46

she reached out to

CW-l

and asked how Sandoz handled price increases. Patel explained that

she had been hired by Teva to identify products where Teva could increase prices. CW-1 told
Patel that Sandoz would

follow any Teva price increases and that Sandoz would not poach

Teva's customers after Teva increased price. CW-1 reiterated his conversation to Defendant

Kellum, who understood and approved.

152.

Indeed, generic manufacturers often communicated about, and colluded on,

multiple drugs at any given time. As just one example, in July 2013, Defendant Teva increased
pricing on a list of 21 different products. There was a great deal of internal pressure from
management at Sandoz
Teva price increase

-

including from Defendant Kellum and CW-1

list. As a result, CW-2 (then

-

to obtain a copy of the

a Sandoz employee) reached out to his former

colleague, Defendant Rekenthaler, the Vice President of Sales at Teva, to obtain a copy of the

full Teva price increase list. Defendant Rekenthaler forwarded the list to his own personal

e-

mail address before then forwarding it to CW-2's personal e-mail address. Upon receiving the
list, CW-2 read it to his supervisor

-

CW-1

-

over the phone. Notably, the Teva list included a

number of products that Defendant Sandoz did not even sell.

153.

It was not uncommon for generic manufacturers to communicate with each other

about products that they did not

sell. In another example, Defendants Teva, Wockhardt,

and

Mylan collusively raised pricing on Enalapril in July 2013 (discussed more fully below). After a
lengthy conversation with Defendant Patel in the midst of the price increases, Defendant
Aprahamian of Taro (not in the market for Enalapril at that time) sent an internal e-mail,
including to M.P., a senior Taro executive, stating

And Taro did move fast. By December 2073, Aprahamian spoke again with Defendant Patel,

47

M.4.,

an account manager at Defendant Mylan, and M.C., a senior sales and marketing

executive at Defendant Wockhardt. Taro then re-entered the Enalapril market and matched

competitor pricing.

154.

In another example, on January 1,2013

increase on a number of items

Nesta of

-

-

the day before a substantial Mylan price

Defendant Green of Teva spoke five (5) times with Defendant

Mylan. The next day, Defendant Green spoke with Defendant Kellum of

Sandoz.

Defendant Kellum then sent an internal e-mail to the sandoz team stating

Despite that fact that Teva did not sell Levothyroxine, Green still conveyed to Sandoz that Mylan
raised price on that product.

155.

Unlike their branded counterparts, generic drugs are commodities and generic

manufacturers are constantly making decisions to enter new markets and leave existing markets.

Often these decisions are made, at least in part, based on who the competitors are and how strong
the relationship is between the two companies. As one example, in July 2013,Defendant Sandoz
was looking to implement a

that involved temporarily delisting ten products that

they overlapped on with Defendant Taro. This strategy would allow Taro to raise price on these
products while Sandoz was out of the market, and then Sandoz could re-enter later at the higher
pnce.

156.

This interdependence between generic manufacturers is further demonstrated by

the countless examples of companies sharing sensitive information with competitors as a matter

of course. The Plaintiff States have gathered evidence going back more than a decade of generic
companies routinely communicating and sharing information with each other about bids and

48

pricing

strategy.

s

iucludes forwalding bid packages received û'om a ctrstomer (e.g., a

Request for Proposal or "RFP") to a courpetitor, either on their own initiative, or at the request
a

co

of

etitor.

to cover trp evidence of the overarching conspiracy. For example, in May 2014, a large custoruer

of Taro's received a bid on a product not identified iu the Complaint and gave Taro an
opportuuity to bid to retain the busi¡ress. 4.L., a senior contracting executive at Taro, seut au
internal e-rnail
Defendant Aprahamian replied:

49

6.

Generic Drus Price Spikes Since 2013

"[t]he prices of more than 1,200 generic rnedications increased an average of 448 percent
between July 2013 and

J

2014." A separate analysis conducted by Defendant Sandoz showed

tlrat during the calendar years 2013 artd,2Ol4, there were 1,487

50

(increases

of tlre WAC price ppeater than

100

, of which l2olo (178) were increased by ptreater than

1,000%.

162- These increases

2013

in 2013 and20l4 were staggering

co

ared to prior years. The

20t4:

lll soule cases.

to0%.

C.

The Illegal Schemes
1.

165.

The Overarching Conspiracy In Operation: CustomerAnd Market
Allocstion Agreements To M¡int¡in Market Shere And Avoid Price
Erosion

When entering a generic dnrg rnalket, Teva a¡rd the other Defendants routinely

and systematically soupçht out thei¡'competitors in an effort to reach agreement to allocate ruarket
share, ruaintain higür prices and/or avoid corupeting on

5l

pdce. hese agf,eements had the effect of

artificially maintaining high prices for

a large number

of generic drugs and creating an

appearance of competition where in fact little to none existed.

166.

Some illustrative examples of these agreements are set forth below, organized by

company relationship and describing specific examples relating to specific drugs over time.

à.

Teva/lVlylan

i.
167.

Fenofibrate

Fenofibrate-also known by brand names such as Tricor-is

a

medication used to

treat cholesterol conditions by lowering "bad" cholesterol and fats (such as LDL and

triglycerides) and raising "good" cholesterol (HDL) in the blood.

168.

As of the end of 2012, Teva and Lupin were the only major suppliers of generic

Fenofibrate 48mg and l45mg tablets, with Teva having approximately 65Yo market share and

Lupin having approximately

169.

35%o

market share.

On February 27,2013, K.G., a senior marketing executive at Teva, e-mailed

multiple Teva colleagues asking them to provide
Specifically, K.G. was
seeking

on Mylan's potential entry to the market. In order to get this

information, Defendant Green called Mylan's Vice President of National Accounts, Defendant
Jim Nesta. Over the course of that day, Green and Nesta spoke at least four (4) different times.

That same day, Green reported back to K.G. and other Teva colleagues what he had learned:

Mylan planned to launch Fenofibrate 48mg and 145mg sometime around November 2013.

170. A few months later, however, Teva learned that Mylan was moving up its launch
date for Fenofibrate. In advance of this launch, Teva, Lupin, and Mylan conspired to allocate the

market for Fenofibrate. On May 8, 2013, Defendant Green e-mailed his colleagues at Teva that

52

To assist in Teva's

e

rts to

allocate the Feuofibrate mailiet. Green asked a colleague for the

l45mg tablets

and that he needed Teva's Fenofibrate sales

profrtability

tion

to

Mylan,

contact by phone. These calls include at least those listed belorv. Ou these calls. Teva, Mylan.

allocate market share to Mylau

Voice
Voice

Patel, N¡sha
Patel, Nisha

Voice
Voice

Green, Kevin (Teva)
Patel, Nisha (Teva)

Outgo¡ng

Voice
Voice
Voice
Voice
Voice

Nesta, Jim (tuÎylan)
Nesta, Jím (Mylan)

Outgoing
lncoming

Nesta, Jim (tvllan)

Outgo¡ng

Nesta, Jim (tt ylan)
Nesta, Jim (lvlylan)

sl812OL3

Voice

sl812OL3

Voice
Voice
Voice
Voice

Nesta, Jim (ùlylan)
Nesta, Jim (lvlylan)

Outgoing
lncoming
Outgoíng
Outgoing
lncoming

51612013
;516/2OL3

sl7l2O73
sl7/2OL3

slil2oL3
slil2oL3
sl8l2OL3

slgl20t3
sl812OL3
sl812OL3

sle/2ot3
sl9/2Ot3
sle/2073

172.

Voice
Voice
Voice

(Teva) Outgoing Berthold,
(Teva) lncoming Berthold,

(tfilan)

lncoming

(tupin)
David (tupin)
David

0:ü):32
O:22:O2

Berthold, David ([upin)
Berthold, David ([upin)
Green, Kevin (Teva)
Green, Kevin (Teva)
Green, Kevin (Teva)

Berthold, David (Lupin)
Berthold, David (tupin)
Berthold, David (Lupi n)
Green, Kevin (Teva)

Nesta, Jim (Mylan)
Nesta, Jim (fvlylan)

Outgo¡ng

Green, Kevin (Teva)
Green, Kevin (Teva)

lncoming

Green, Kevin (Teva)

0:03:¡16

Green, Kevin (Teva)
Green, Kevin (Teva)

Outgoing
lncoming
lncoming

Berthold, David (Lupin)
Berthold, David ( Lupin)

0:01:ü)

Green, Kevin (Teva)

0:04:05.

Nesta, Jim

Nesta, Jim (Mylan)

0:12:00

In one shiking example of the coorclination between the tluee corupanies,

Defenclant Nesta called Defenclant Green at2:427tttt ou May 7 aud they spoke for urore thzur

5-3

eleven

(l I ) minutes. Immediately after hanging up the phone -

at 2:54pm

-

Nesta called

Defendant Berthold and spoke for nearly three (3) minutes.

173.

On May 10,2013, K.G. received the Teva sales and profitability information he

requested. After having the information for barely a half hour, and before there was even a
formal price challenge by Mylan at any of Teva's customers, K.G. concluded that

By
conceding Econdisc to Mylan, Teva would walk away from its single biggest customer (in terms

of gross profit) for the 48mg tablets and the third largest out of six customers (in terms of gross
profit) for the 145mg tablets. Defendant Patel, who had been at Teva for only two weeks at that
point, said she

The

logic, of course, was to allocate a customer of sufÍicient size to Mylan so that Mylan would be
cornfortable with its "fair share" and not need to compete on price to acquire market share.

174.

Teva executives immediately reached out to executives at Mylan and Lupin

through a series of phone calls. These calls include at least those listed below. On these calls,
executives of Teva, Mylan, and Lupin confirmed the market allocation scheme.

Date

Target Name

Direction

Contact Name

5/L0/20L3Yoice

CallType

Nesta, Jim (Mylan)

Green, Kevin (Teva)

0:00:28

5/IO/2Ot3 Voice
5/LO/20t3 Yoice

Nesta, Jim (Mylan)

Outgoing
lncoming
lncoming

Green, Kevin (Teva)

0:10:46

Green, Kevin (Teva)

0:02:19

Patel, Nisha (Teva)

0:05:25

Berthold, David ( Lupin)
Berthold, David ( Lupi n)
Berthold, David (Lupin)

0:00:17

5lI0/20I3',Voice
5/!O/2O!3 Yoice
5lI0l2013 Voice
5/tO/2Ot3 Voice

175.

Nesta, Jim (Mylan)
Nesta, Jim (Mylan)
Patel, Nisha (Teva)
Patel, Nisha (Ieva)
Patel, Nisha (Teva)

O

utgoi ng

Outgoing
lncoming
lncoming

Duration

0:07:26

O:t7:28

Teva made good on its agreement to concede Econdisc to Mylan. On May 15,

2013, Econdisc informed Teva that a new market entrant had submitted a competitive offer for

Fenofibrate 48mg and 145mg tablets and asked Teva for a counteroffer to retain Econdisc's
business. Less than an hour after receiving the notice of the price challenge, Defendant Green
54

K.G. later agreed:

recommended conceding Econdisc based on

176.

I

Following Teva's internal confirmation of the market allocation scheme, Teva

executives spoke with executives at Mylan and Lupin numerous times. These calls include at
least those listed

below. On these calls, executives of Teva, Mylan, and Lupin confirmed that

Teva was sticking to the market allocation scheme by conceding Econdisc to Mylan.
Date

Direction

Name

Call

Contact Name

Duration

(Teva) Outsoins Berthold, David (Lupin)
Patel, Nisha (Teva) lncoming Berthold, David (Lupin)
Patel, Nisha (Teva) lncomins Berthold, David (Lupin)

5/L6/2Ot3 Voice
5/16/2013 Voice
5/L6/2073 Voice
5/L6/2013 Voice

Patel, Nisha

Patel, Nisha T

lncomi

Voice
Voice
Voice
Voice
Voice

Patel, Nisha

lncomi

Patel, Nisha

Ou

Berthold David

o

Berthold David

Voice

David Lu

Berthol

David Lu

n

Jim

N

ii.

I

N

isha

Patel, Nisha (Teva)
Nesta, Jim (Mylan)
Nesta, Jim (Mylan)
Nesta, Jim (Mylan)
Nesta, Jim (Mvlan)

0:00:07

David

Jim

Lu

an

lncomi

Gree

Kevi n

Ou

Gree

Kevi n

Nesta, Jim

Pate

0:02:07

Berthold, David

Ou

(Mylan) lncomins
Nesta, Jim (Mvlan) Outsoins
Patel, Nisha (Teva) Outgoins

Voice
Voice
Voice

5/L7/20L3 Voice
5/L7/20t3 Voice
5/L7/2OL3 Voice
5/17/2013 Text
5/17/2OL3 Voice

177.

Nisha

Berthol

Voice

5/L7/2OL3
5/17/2013
5/L7/2O!3
7

Pate

0:00:36

lncomi

0:

Green, Kevin (Teva)

0:11:50

Green, Kevin (Teva)

O:O2:23

Berthold, David
Berthol

(Lupin)

David Lu

n

Outgoing Berthold, David (Lupin)
lncoming
Outgoing
Outgoing
lncomins

0:00:09
0:00:2

O;LI:!2

Green, Kevin (Teva)

0:04:25

Green, Kevin (Teva)

0:00:05

Green, Kevin (Teva)

0:00:0C

Green, Kevin (Teva)

0:16:02

Clonidine-TTS Patch

Clonidine-TTS Patch-also known by the brand name Catapres-TTS

-is

a

medication in the form of a transdermal patch that is used to treat high blood pressure.

178.

As of September 2011, Mylan and Teva were at rough parity in the market for

generic Clonidine-TTS, with Mylan having approximately 48.4%o market share and Teva having

approximately 44.4% market share. At the end of 2011 and beginning of 2012, however, Teva
began to take more than its

"fair share."
55

179.

In November 2011, Teva took over Mylan's business for Clonidine-TTS at

Walgreens after Walgreens solicited Teva to provide a

bid. Then, in late January 2012, Cardinal

Health solicited a bid from Teva for a one-time-buy to cover an alleged

short-terml

that Mylan was experiencing. A few days after Teva submitted its offer to Cardinal

for the one-time-buy, Cardinal asked Teva to become Cardinal's primary supplier for Clonidine-

TTS. Believing that Cardinal's request was prompted by Mylan having supply issues, Teva
accepted and took over the primary position at Cardinal for Clonidine-TTS.

180.

On February 10,2012, the move of Cardinal's business to Teva prompted K.G.

of

Teva to order his colleagues to get intelligence on the extent of Mylan's alleged supply issues.

That same day, Defendant Rekenthaler called 8.P., a senior national accounts executive at

Mylan, to obtain the information and they spoke for six (6) minutes. Later that day, Rekenthaler
reported back to his Teva colleagues that, contrary to Teva's assumptions,

I

Rekenthaler was concerned that

and cautioned that Teva should

Mylan might retaliate against Teva for taking more than its "fair share" without consulting with

Mylan. With the awards from Walgreens and Cardinal, Teva was projected to have between
65y"-70y" market share for Clonidine-TTS.

181.

To gain back some market share, Mylan challenged Teva's Clonidine-TTS

business at McKesson. To de-escalate the situation, Teva

I

Then, in

April 2072,Mylan

aggressively challenged Teva's Clonidine-TTS business at

CVS to gain back market share and further signal its displeasure with Teva for taking the
Cardinal business. Internally, Teva lamented that Mylan was

Ultimately, Teva

s6

182.

Teva heard Mylan's retaliatory message loud and clear. On May 4,2012,

justa

few days after losing the CVS Clonidine-TTS business to Mylan, Teva was approached by
Cardinal about a different drug, Doxazosin. At the time, Mylan was the primary supplier for
Doxazosin at Cardinal. Cardinal representatives told Teva that Mylan was on backorder for one
of the four Doxazosin dosage strengths until the end of June 2072, but Cardinal wanted to move
the entire Doxazosin line to Teva. Rather than take this business, K.G. cautioned his colleagues
that Teva

183.

On July 78,2012, E,.G., a senior Teva product manager, circulated an internal e-

mail to Teva's national account managers that the
Teva learned of

thisl

directly from Mylan over the

course of at least two calls between Defendants Green and Nesta on July 17 and the morning

of

July 1 8,2072. Those calls lasted three (3) minutes and five (5) minutes, respectively.

184.

On the morning of September 28,2012, Defendants Nesta and Green spoke by

phone at least twice, once for four (4) minutes and once for fourteen (14) minutes. On those
calls, Nesta informed Green of Mylan's impending temporary exit from the Clonidine-TTS

market. As expected, later in the day on September 28,2012, Teva began getting solicitations
from Mylan customers, such as Wal-Mart and CVS, seeking a bid from Teva for Clonidine-TTS
because Mylan had

185.

just issued

a

temporary discontinuation notice.

Mylan's exit from the Clonidine-TTS market presented an opportunity to raise

prices and collusively reallocate the market at the inflated prices when Mylan fully reentered the

market. For example, in April 2012, before Mylan had challenged Teva's Clonidine-TTS

57

business at CVS, Teva's direct invoice price to CVS for the .l mg, .2mg, and.3mg Clonidine-

TTS was 522.13, $37.81, and $54.41, respectively. Mylan's retaliation against Teva drove the
prices for CVS down to below $10.49, $18.17, and $26.51 for those dosages, respectively.
Because of Mylan's exit from the market, however, when Teva took back the CVS business in

October 2012,Teva was able to charge CVS a direct invoice price of $33.28, $56.08, and
$80.76, respectively.

186.

Mylan and Teva maintained regular contact

as

former Mylan customers came to

Teva because of Mylan's supply issues with Clonidine-TTS. For example, Teva submitted bids

to CVS and Wal-Mart-which were ultimately accepted by those companies-on October 4,
2012 and October 5,2012, respectively. In the days leading up to those bids, Teva and Mylan
representatives had at least the following phone calls:

Date

Direction

CallType Target Name
70/Ll2072 Voice Rekenthal er, David (Teva)
to/1./2012 Voice Nesta, Jim (Mylan)
to/u2oL2 Voice Nesta, Jim (Mylan)

t0/t/2012

Voice

Nesta, Jim (Mylan)

!0/Ll2012

Voice
Voice

Outgoing
lncoming
Outgoing
lncoming
Outgoing
lncoming

Nesta, Jim (Mylan)

10/4/20L2

187.

Green, Kevin (Teva)

Contact Name
B.P. (Mylan)

Duration
0:01-:00

Green, Kevin (Teva)

0:00:10

Green, Kevin (Teva)
Green, Kevin (Teva)
Green, Kevin (Teva)
Nesta, Jim (Mylan)

0:00:04
0:00:06
0:05:00
0:11:00

Teva and Mylan representatives continued to keep in contact going forward so

that if Mylan reentered the Clonidine-TTS market, Mylan could regain market share without
eroding price through competitive bidding. For example, on October 10,2012, Defendants
Green and Nesta spoke for ten (10) minutes. That same day, E.G. of Teva sent an e-mail to Teva

national account managers and other senior representatives reiterating that Teva representatives
should

188.

In or about February 2013, Mylan relaunched Clonidine-TTS and began seeking

market share, In early March 2013 Mylan sought to secure the Clonidine-TTS business at

Econdisc. Rather than competitively bid for the business, Teva's internal documents state that
58

they chose

to

Econdisc back to

Mylan. By April 2013 Teva

also

McKesson to Mylan.

and

189.

In a stark admission of Teva's willingness to help Mylan regain market share

without competition, Defendant Rekenthaler acknowledged in an internal e-mail dated February
to Mylan. Because

28,2013 that Teva was

Teva had been able to increase the price at CVS following Mylan's exit, Mylan gave a bid to

For its part,

CVS that was higher than Mylan's
Teva was

I

if CVS brought Mylan's price challenge to Teva's attention. CVS

pushed Mylan to

lower its bid in light of its prior prices but, confident that its brinkmanship would work because

of Teva's cooperation, Mylan would not do so. Ultimately, CVS declined Mylan's bid because
of Mylan's refusal to lower its bid in light of its prior pricing. Nonetheless, because Mylan's bid

to CVS was not competitive-but rather an effort to allocate the market without eroding

price-

Teva was able to maintain artificially higher prices at CVS.

190.

To cary out their scheme to allocate the Clonidine-TTS market without eroding

price, representatives of Teva and Mylan remained in regular contact. In February and March
2013 alone, Teva and Mylan representatives called each other at least 33 different times and
spoke for nearly 2 hours and 45 minutes.

191.

By April 2013, Teva had

Having successfully allocated the market, however, Mylan and Teva were now conspiring to
raise prices on Clonidine-TTS. On

April 8,2073,1.L.,

a

marketing manager at Teva, reported

internally to his Teva colleagues, including Defendant Rekenthaler, that Mylan had agreed to
raise prices:

59

Cloni

e-TTS.

üi.

193.

Tolterodine Extended Release

Pfizer is the bra¡rded drug manufachrer for

De

I

LA. To resolve

patent

infringernent sl¿irrts against Teva by Pfizer related to Detlol LA, Teva and Pfizer entered into
settleurent ap¡reement under which Teva would distribute au authorized generic of Tolterodine

ER. To resolve sirnilar

6t¿inrs, Mylan entered into its own settlement apreement with Pfizer,

which allowed Mylan to laurch its generic version Tolterodine ER. Ou Octotrer 31, 2013,

60

a

Mylan's ANDA for Tolterodine ER was approved. Under their respective settlement agreements
with Pfizer, this triggering event allowed Teva and Mylan to launch their respective generics on
January 2,2074.

194.

Teva planned to launch on January

2,2014. During the first half of December

2013,Teva was under the impression-based on conversations with potential customers-that

Mylan was not in

a

position to launch until 30 to 60 days after Teva launched. Nonetheless,

Teva was considering how to allocate the market with Mylan when it did eventually launch. On
December 3,2013, J.K., a marketing executive atTeva, sent an e-mail to Defendant Rekenthaler,

K.G., and several other Teva colleagues stating
To prepare offers and figure out the allocation of
customers that would bring Teva its desired

50o/o

to

60%o market share, Teva executives were

instructed to gather usage from potential customers.

195.

Through the first half of December 2013, as Teva was soliciting usage amounts

from potential customers, customers were asking Teva to send in pricing offers before the
launch. Teva resisted sending out those offers and instead did not plan to do so until the January

2,2014 launch date. Teva's delay in putting together pricing for potential customers was part of
aplan to drive up the amount it could charge for Tolterodine ER. Specifically, Teva expected
that on January 7,2014,Pftzer would raise the price of branded Detrol

LA. This would allow

Teva to peg its price to the now inflated price of the branded drug and thereby command a higher

price for Tolterodine ER on the January 2,2014 generic launch date.

196.

At the end of the day on Friday December 20,2073, T.C. of Teva learned from

D.H. at Cardinal that Mylan intended to launch its Tolterodine ER on January 2,2014. D.H.

61

further provided T.C. with Mylan's pricing for two dosages, and conveyed that Mylan is
and that Teva

197.

Figure it out they did. T.C. informed her Teva colleagues of Mylan's plans. K.G.

of Teva then worked over the weekend to turn this information into initial pricing for all of
Teva's potential customers and then shared it intemally. In a telling admission that Teva had no

intention to bid competitively for all accounts, K.G. noted that the next step was

bids. The goal in

bids was to ensure that both

Mylan and Teva received their previously stated market share goals: Teva wanted

I

while Mylan was only

198.

On Monday, December 23,2013, Rekenthaler, Patel, K.G., T.C., and several

others at Teva had a telephone conference scheduled from 8:00am to 9:00am to discuss the

Tolterodine ER launch strategy. Just minutes before the meeting was to start, Rekenthaler tried
calling Defendant Nesta at Mylan. Nesta returned Rekenthaler's call at

8:

l5am, which was

during Teva's scheduled Tolterodine ER phone conference. Rekenthaler nonetheless answered
Nesta's call on his cell phone and the pair spoke for

I minute, 26 seconds. Immediately

after

Teva's scheduled Tolterodine ER phone conference, Rekenthaler tried calling Nesta two more

times. At 70:22am, Nesta returned Rekenthaler's calls and the pair spoke for an additional

12

minutes, 2 seconds. During these calls, Defendants Rekenthaler and Nesta exchanged the details
about their offers to various customers, including the specific contractual language used in their
offers.

199.

+For example, at 1O:33am-while Rekenthaler was still on the phone with Nesta,

K.G. sent an e-mail to Rekenthaler and others asking about the appropriate contractual language

62

[TUS000654798.1

20L

In exclmnge for Mylan either subrnitting cover bids or ¿þsf¿ining from bidding on

these custotners, Teva reciprocated by suburitting cover bids and/or refruing to subrnit bids to

custourers that Mylan talgeted. This is dernonsh'ated by the fact that Teva's newly revised
63

pricing plan now irrcluded corrsiderably higher dilect invoice prices for major crntomers
allocated to Mylan: namely trValpleens, Cigra. Huurana. Ophuu RX Prirne Therapuetics. ancl

Kaiser. The table belorv includes a conparison of Teva's pricing plan for these lv{ylau customers
before and aftel Defendaut Rekenthaler spoke rvith Defendant Nesta on

Dece

er 23- 2013:

Prlce after Dave Rekent{raler
Dosages

lnltlal Prfclng Plan

64

Speaks wlth Jlm Nesta

iv.

Capecitabine

period of t

tlrat tlrey could allocate the market betweeu them. For
J.P., a natioual accorurts executive at

Teva,

exa

le, in a January 31,2014 e-rnail,

rmed K.G., Defendaut Rekenthaler, and others at

Teva that Mylan was courting a specific customer, Annada Health Care, and

65

tnat!

Teva

from Mylan i¡rto its

foll

o

incorporated

s data

it received

launch plan for Capecitabine.

e-mail:

Defendant Cavanaugh responded that she would be in the ofüce the next day and wanted to
discuss it with Rekenthaler in person.

2ll.

Less thau an hotu'later, Rekerrthaler sent another e-urail. just to Defendant Patel,

asking her to nur a custourer report and iudicating that Mylan
66

will

Mylan
did seek the business for each of these three companies and Teva conceded each of them,
pursuant to the agreement Rekenthaler had reached with Nesta.

2I2.

On August 7,2014, McKesson informed Teva that it received a bid for

Capecitabine and gave Teva the opportunity to bid to retain the business. Defendant Patel then
sent an e-mail to K.G., Defendant Rekenthaler, and C.B. at Teva to ask if they had

C.8., a senior operations executive at Teva, replied that Teva
but C.B. did not want to put the plan in writing. Instead C.B. told Patel she

did

to discuss

it.

K.G., separately, questioned whether the competitive bid was coming

from Mylan, and asked Defendant Rekenthaler whether he had any additional information.
Defendant Rekenthaler also did not want to put that

in writing, so he

responded:

213. Thel

was the market allocation scheme previously agreed to by Defendants

Nesta and Rekenthaler on behalf of Mylan and Teva. The same day that Mylan put a bid in to
McKesson

-

August 7,2014

- Defendants Nesta and Rekenthaler

spoke by phone for nearly

thirteen (13) minutes. On that call, Defendants Rekenthaler and Nesta discussed Mylan's bid to
McKesson and reconfirmed their market allocation scheme.

214.

This market

allocationl

was highlighted in other e-mails as

well.

On

August 70,2074, C.B. e-mailed Defendant Rekenthaler, Defendant Patel, and K.G. about the

plan. C.B. stated that C.B.'s
but that C.B. wanted to confirm. Defendant Rekenthaler
corrected C.8., stating that Mylan is
Teva

but that
Rekenthaler knew Mylan was targeting Econdisc,

67

even though Econdisc had not contacted Teva, because he and Defendant Nesta had previously

discussed it.

215.

The next morning, at 8:30am on August 11,2014, Defendant Rekenthaler alerted

others at Teva that Mylan had received formal approval to market Capecitabine and that he was

Five minutes later, Rekenthaler received a call from Defendant

Nesta. After exchanging voicemails, the two spoke at 8:52am. The call lasted nearly six (6)
minutes. Shortly after hanging up the phone, at approximately 9:02am. Rekenthaler e-mailed
K.G., Defendant Patel and others at Teva to confirm that Mylan's
He added that Teva
and that he

216.

In accordance with their market allocation scheme, Mylan targeted and Teva

conceded the Capecitabine business at ABC, Econdisc, and McKesson/Rite-Aid.

217.

Teva also conceded some of the

as

agreement. On August 14,2014, for example, a smaller customer

well, pursuant to the

-

Cigna

-

informed Teva that

it received a bid for Capecitabine. On August 78,2014, Rekenthaler called Nesta to discuss the
market allocation scheme and Mylan's bid to Cigna. The pair talked for thirteen (13) minutes.
The next day, K.G. circulated an internal e-mail confirming that Teva

I

atCigna.

b.

Teva/Sandoz

i.

Portia and Jolessa

218. Ethinyl estradiol and levonorgestrel,

when used in combination, is an oral

contraceptive used to prevent pregnancy. During the relevant time period, both Teva and Sandoz

68

marketed ethinyl estradiol and levonorgestrel under multiple names

-

including both Portia and

Jolessa.

219.

In or around May 20l2,Teva had much higher market share than Sandoz for both

Portia and Jolessa. Teva's market share for Portia was
Teva's market share for Jolessa was

220.

43%o

37%o

compared to Sandoz's l7%o,while

compared to Sandoz's l1olo.

On May 11,2012, Walmart contacted Teva with a right of first refusal and

explained that another supplier had made an offer for the sale of four drugs, including Portia and
Jolessa. T.C., a senior sales executive at Teva, responded,
The customer responded that it was Sandoz. T.C. had

initially been very reluctant to let Sandozhave the business, candidly remarking to the customer
that,

221.

After sending out a competitive offer for the sale of three drugs, including Portia

and Jolessa, to the customer on

May 16,2072 and an even more competitive offer on May

Teva abruptly backtracked on }l4ay 23,2012 and removed Portia and Jolessa from the

18

-

offer. The

night before this change in plans, on May 22,Defendant Green of Teva spoke on the phone with
CW-2, then at Sandoz, for five (5) minutes, and agreed to withdraw the offer for Portia and
Jolessa. The decision to concede the Walmart business to Sandoz led to a more equal share split
between the companies for both Portia and Jolessa. Teva discussed the decision internally and

explained that the reason for the

222.

was that Teva was

Sandoz continued to coordinate with Teva to achieve its "fair share" of the

markets for both Portia and Jolessa. On July 2,2013, another key customer contacted Teva

69

stating it had received bids on Portia and Jolessa and in order for Teva to retain the business,
Teva would need to submit

its

On July 9,2013,

CW-l of Sandoz called Defendant

Patel and left a voicemail. Shortly thereafter, they connected for a sixteen (16) minute

call. On

July 10, Teva learned that the challenger was Sandoz. At l2:16pm, Defendant Rekenthaler
forwarded an e-mail to Defendant Patel and posed the question,
Patel did not respond by e-mail, but due to the close proximity of their offices she likely related
her conversation with

CW-l directly to Defendant Rekenthaler.

223. Defendant

Rekenthaler then called CW-2 at Sandoz at l:26pm that same day and

they spoke for two (2) minutes. CW-2 called Rekenthaler back a few minutes later and they
spoke for nine (9) minutes. CW-2 and Rekenthaler would speak once more later that day, at

4:48pm, for seven (7) minutes. Later that same evening, Teva submitted a cover bid to the
customer for Portia and Jolessa, which the customer described as

for

their primary supply. Teva submitted an intentionally inflated bid for the two drugs in order to
ensure that Sandoz obtained the primary award with the customer.

ii.

Temozolomide

224. Temozolomide,

also known by the brand name Temodar, is used to treat

glioblastoma multiforme and refractory anaplastic astrocytoma, both cancers of the brain.

225.

The patent on Temodar was set to expire in early

had independently obtained the right to launch in August 2013

-

20l4,but both Teva

and Sandoz

six months prior to the patent

expiration. Leading up to the launch of the generic, Teva coordinated with Sandoz to divide up
the market.

226.

On July 18, 2013, alarge retail pharmacy customer ("The Pharmacy") submitted

an RFP to Sandoz for Temozolomide. Playing by the rules of the road, Sandozwaited to see

70

what Teva was going to do before submitting their own bid. That same day, CW-1 received a
telephone call from Defendant Patel. Patel sought information on Sandoz's current customers
and discussed options to allocate customers for Temozolomide. Nothing was agreed to on that

call.

227.

On July 22,2013, P.G., a senior Sandoz executive, instructed his team to find out

Teva's plans with regard to The Pharmacy:

I

The next morning, S.G., a national accounts executive at Sandoz, spoke with The

Pharmacy and asked The Pharmacy to find out Teva's plans. S.G. summarizedhis call with The
Pharmacy to his team

228.

At the same time, CW-1 was reaching out to Teva directly to get more

information. CW-1 called Defendant Patel at approximately 1:45pm on July 23,2013. After
exchanging voicemails, they spoke for over fourteen (14) minutes that same afternoon.

229.

Also on the afternoon of July 23,The Pharmacy replied to Sandoz and cryptically

delivered Teva's message regarding its plans for Temozolomide:

7l

urderstood that

Oue Sa¡rdoz executive responded internally

and exclairued that this was

Re

aler

Rekenthaler rnost likely got his informatiou fiom
Defendant Patel. Just one day earlier, on July 29,2013, Patel had called CrW-l at Sandoz and
spoke for rtine (9) urinutes, tvhere the two discussed how to carve up the market for the drug.

72

232. Teva and Sandoz were also coordinating

234.

oupür other chamrels.

After receiving

Teva and Saudoz çenrmtrniç¿ted their filttue plans with each other for other

accounts in additiou to The Phannacy and CVS. On July 31,2013, D.P. of Sandoz e-urailed au
update on Temozolomide to his coworker, stating:

73

235.

Going forward, Sandoz and Teva continued to coordinate with respect to

Temozolomide. On August 72,2013, the same day

as Teva's launch,

CW-2 met in person with

Defendant Rekenthaler at the Grand Lux Café in Las Vegas during the NACDS Total Store Expo

conference. There, Rekenthaler discussed, among other things, Temozolomide and informed
CW-2 that Teva had offrcially launched and shipped all formulations of the drug.

236. Although Teva initially obtained the CVS account in August 2013 due to
Sandoz's inability to supply the 25Omg strength of Temozolomide, the companies had agreed
that the account would revert back to Sandoz once Sandoz could supply that dosage strength. In
an internal e-mail dated August 16,2013, a Teva employee confirmed the plan

237.

CW-1 spoke to Defendant Patel both before and after Sandoz sent out any offers

regarding Temozolomide in an effort to develop and ensure the appropriate fair share balance
between the two competitors.

iii.
238.

Tobramycin

Tobramycin, also known by the brand name Tobi, is an eye drop used to treat

bacterial infections.

239.

Beginning in October 2013, prior to the first generic launch of Tobramycin (for

which Teva would have 180-day generic exclusivity), Sandoz began making plans for its entry
after Teva's exclusivity period. These plans included going after Sandoz's "fair share," but
depended on Teva

being

4.S.,

a Sandoz executive responsible for product launches,

wrote in an internal e-mail in October 2013:

74

240.

As expected, Teva

*u.I

when it came time to give up share to Sandoz.

Nearing Teva's loss of exclusivity and Sandoz's entry, on July I,2074, Teva and Sandoz began
sharing information and coordinating to divide up the market for Tobramycin. Defendant Patel
exchanged seven (7) calls with CW-1 on July 1, during which they discussed Sandoz's launch
plans and how to divide up the market for Tobramycin. Defendant Patel conveyed some of this

information in an internal Teva e-mail the same day, writing,

The next day, Teva made the decision to
concede two different accounts for Tobramycin to Sandoz.

24L
eleven

On July 7,2014, Patel and

CW-l spoke frve more times, including

(l l) minutes. On these calls, CW-1

one call lasting

and Patel discussed how to divide up the market for

Tobramycin, including specific accounts that each would maintain or concede to the other. Patel
then memorialized the agreement in an e-mail two days later. The result: Teva would take
Walgreens, McKesson, Econdisc, ABC, and Omnicare; while Sandoz would take CVS, Cigna,
Prime Therapeutics, Kinney Drugs, and OptumRx. Teva also planned to concede the Cardinal
business to Sandoz.

242. Patel told CW-l specifrcally that Teva would not even submit a bid to CVS. This
was significant because Tobramycin was a very expensive product, and Sandoz was able to
acquire the CVS business by offering only a nominal reduction to the extremely high Teva price.

243.

According to plan, Teva conceded the CVS business to Sandoz after CVS

contacted Teva and requested that Teva submit a lower price to retain the business. Defendant

75

Rekenthaler wrote in an intemal e-mail,
Teva also went

through with its plan to concede Cardinal to Sandoz.

244.

CW-l, in turn, told Defendant Patel that

Sandoz would not pursue business from

ABC and Walgreens. CW-1 spoke with Defendant Kellum about his conversations with
Defendant Patel and the agreement to stay away from Walgreens and ABC, and Kellum agreed

with the plan. Pursuant to that agreement, Sandoz made no effort to contact those two large
customers when it entered the market.

245.

CW-1 and Patel also discussed Sandoz's target market share. CW-1 informed

Patel that Sandoz was seeking a 50Yo share, but Patel thought that was

After discussing Sandoz's share goal with Defendant Rekenthaler,
Patel went back to

CW-l and informed him

Sandoz

appeared to comply with that, as Patel observed that Sandoz

246.

On July 9,2074, one of the above allocated customers, Kinney Drugs, approached

Teva asking for a lower price on Tobramycin. A Teva analyst stated in an internal

e-mail,I

A Teva national accounts
director was confused by this decision and responded,
The analyst responded and said,

Defendant Patel's direction had come after she had called CW-1 at Sandoz twice on July 9,2014

76

and left hirn a

voicemail. CW-l theu retuured her call the sa¡ne day and the two spoke for

es.

iv.

on

Dexmeth

henidate

ruary 20,2014.

77

IICL Exteuded Rele¡se

One of the Teva national account managers on the e-mail responded by confirming that the
approach

250.

On February 14,2014, Teva also refused to lower its price for Dexmeth ER when

approached by a GPO customer, Anda, even though Sandoz's price was not significantly lower
than Teva's

-

251.

essentially conceding the business to Sandoz.

Further, on February 20,2014, another large retail customer approached Teva

indicating that because a new competitor had launched for Dexmeth ER, the customer was
entitled to certain price protection terms (i.e., a lower purchase price for the drug). Patel spoke

to CW-l the same day for almost twenty-one (21) minutes. The next day, February 27,Patel
responded internally about the customer's request, with additional inside information from
Sandoz, stating:

252.

Also on February 21,2014, Patel sent a calendar invite to Rekenthaler and other

team members for a meeting on February 24 where one of the topics to be discussed

for
surprisingly, she called CW-

wasl

Not

I a few

days later, on February

27 ,

to further coordinate about

Dexmeth ER.

253.

Throughout this time period, Sandoz abided by fair share principles and its

ongoing understanding with Teva. In February 2014, Sandoz's target market share for varying
strengths of Dexmeth ER varied by how many manufacturers were in the market.

254. Teva and Sandoz were not alone in allocating customers for certain formulations
of Dexmeth ER. The agreement was also carried out by other manufacturers allowing Sandoz to

78

take share from them. In February 2014, for example, as Sandoz was seeking share on the l5mg
dosage strength of Dexmeth ER, Par

As

Sandoz was entering the market, Defendant Rekenthaler of Teva was speaking to

M.8.,

a senior

national account executive at Par, right around the same times that Patel had been speaking to

CW-l

-

including two calls on February 10 (18 and 3 minutes), two (2) calls on February 19 (2

and22 minutes), and calls on February 24 and25,2014

255.

-

in order to effectuate the scheme.

The market allocation scheme between Teva and Sandoz on Dexmeth ER

continued through at least mid-2015. On May 6,2015, for example, Teva declined to submit a

bid to Walgreens for Dexmeth ER 5mg on the basis that

Similarly, on June 30,2075, Sandoz declined to put in

a

bid to Managed

Health Care Associates, a large GPO, on Dexmeth ER 20mg, on the basis that Sandoz already
had

57%o

market share - greater than its sole competitor on this dosage strength, Teva. When a

Sandoz national account representative communicated this decision to the customer, he lied and

explained that the decision not to bid was based on limited supply.

c.

Tevallupin

i.

Lamivudine/Zidovudine (generic Combivir)

256. LamivudinelZidovudine, also known by the brand name Combivir, is a
combination of medications used in the treatment of human immunodeficiency virus (HIV)

infection. This combination of drugs is often prescribed to decrease the chances that an HIVpositive patient will develop acquired immunodeficiency syndrome (AIDS) or other related
illnesses.
257

.

Teva launched its generic Combivir product in December 2011.

79

t

evidence couspiratorial conununications l¡etween the two competitors. To

cou

this

sa'ue day for twelve (12) minutes and Defendant Berthold of Lupin for four (4) rninutes.

261-

After speakiug with Berfhold, Defeudant Green responded separately to T.C.,

providilg specific

info

ation regarding Lupin's eutry plans, inchrding cornmercially sensitive

80

iutelligence

about il's auticipated bid at a large wholesaler. Green aud Berthold then spoke

again the uext day,

262.

the table

be

April 25, 2012, for

Iu early May, with

seven (7) urinutes.

the

in and Aruobi¡rdo laurches just days away,

:

Voiæ

¡d

Jlm

Text

David

Jim

Voice

David

Jim

Berthold, David

Jim
Jim

Voice
Vole

¡d

zo12

Voice

Berthold, David

2o.L2

Volce
Voice

B€rthold, David

¡d

Vole
Voice
Volce
Voice
Volce
Voice

Volæ

Voice
Voice
Voíce

Jim
Jim
Jim
Jim

id

Jim
Jim

Kevin

Jim
Kevin

David
¡d
Berthold, David

Kevin
Jim
Kevin

¡d
Berthold, David

Jim

¡d
David

Volce Berthold, Orvid (tupin)
2 Voice Berthold, David (tupin)
Volce Gnuso,Jim (Aurcblndo)
5l9l2il2 Voice Berthold, David (tupin)
Volæ Berthold, David (tupin)
2012 Volce Berthold, David ([upin)
Volce
Volce
Voice

263.

lncoming
Ouþoing
Outgolng
lncoming
lnæmlng
Ouþoing

David

Kevin
Green. Kevin (Teval
Grauso, Jim (Aurobindo)
Green, Kevin fTeval
Grauso, Jim (Aurobindof
Grausq Jlm (Aurcbindol
Grauso,

Iim

(Aurobindo]

ùtlz57
0:@:02

0:13fl
0:06:0?
0:01O1
O:01:39

Jim
Kevin
Jlm

Davld
David

Jim

During tlús four-day period, the three individuals were negotiating and discussing

the specific cttstomers that Teva would concede and retain in order to make Lupin aud

8l

above (Green, Berthold

sh

a

o) would speaþ followed by a phone call by one of those

bid, saying:

266.

Tl¡ree days later, when preparing the bid forthat customer, T.C. pushed back on

K.G.'s directive on pdce, asking:

82

I

But K.G. refused, responding that they could not go any lower or else Teva might risk

actually winning the business. He concluded:

267. In a separate e-mail exchange with T.C. on that same day, May 11,2012,K.G.
told T.C. that another of her major customers was not on the list for Teva to retain with respect to
generic Combivir. He reminded her of the goal of the overarching conspiracy, stating that Teva
should concede that customer

K.G. pointed out that such a move would give Teva its fair share as the first entrant,

I

T.C. then informed that customer that Teva would not
compete for its business because

268.

Lupin was able to enter the market for generic Combivir and obtain more than a

30o/o market share

without significantly eroding the price due to the understanding with Teva and

Aurobindo that each was entitled to its fair share of the market.

ii.
269.

Irbesartan

Irbesartan is a drug used in the treatment of hypertension. It prevents the

narrowing of blood vessels, thus lowering the patient's blood pressure. Irbesartan is also known
by the brand name Avapro@.

270.

Teva received approval to manufacture generic Irbesartan in March 2012.

271.

On March 6,2012, Teva's K.G. polled the Teva sales team seeking information

about competitors that were also making offers to supply Irbesartan.

272. At 11:27am, J.P., an account manager at Teva responded:
Less than twenty minutes later, Defendant Green placed a call to Defendant

83

Íecel

id

ity of the customers that received offers. K.G. stated that Teva was iu a position to take up

to a

4OVo

ma¡ket share when it launched kbesarlan on March 3O,20l2.

üi.
275.

Drospirenone and ethinyl estradiol (Ocella)

Drospilenone and ethinyl estradiol, couuuouly known by the brand naure

Ocella@, is a pair of drugs used in courbiuation as

¿ul

oral contraceptive. This drug is also

urarketed turder the brand uarles Yaz@. Yasnrin(D and Gianvi@.
84

276. Barr Pharmaceuticals

received approval to market generic Ocella in 2008, and

Teva continued to market the drug after the acquisition of Barr in2011 under the name Gianvi@.

277.

In late 2}l2,Lupin received approval to market a generic Ocella product.

278. By April 2013, Lupin was making plans for a summer 2013 entry into the market
and contacted Teva to initiate negotiations on how the competitors would allocate fair share

between themselves. On

April 24,2073, Defendant Berthold of Lupin called Defendant Green at

Teva. The two spoke for over three (3) minutes. Berthold called Green two more times the
following day.

279.
competitor

The negotiations intensified the following week among Teva, Lupin, and a third

- Actavis. In preparation,

on April

29

,20 1 3, K.G. of Teva asked a colleague for

current market share figures along with a list of Teva's generic Ocella customers. The colleague
responded

with

a customer list, estimating Teva's current share of the market at70-75Yo.

280. The next day, April 30, 4.B., a senior sales and marketing executive

at Actavis,

and Defendant Rekenthaler of Teva spoke twice by phone. That same day, Defendant Patel

Teva also called

A.B.

of

On May 1, Patel sent A.B. four (4) text messages.

281. The competitors'

communications continued into early May. On May 6,

Defendants Patel and Berthold spoke twice by phone; the second call lasting twenty-two (22)

minutes. Defendants Green and Berthold also spoke that same day. On lr4ay 7, Defendants Patel
and Berthold had yet another call, this one lasting over ten (10) minutes. Patel also placed a call

to Defendant Rogerson at Actavis, which lasted thirty-nine seconds.

282. Faced with the news it had received

from a major customer on May

Actavis had bid for that customer's business for generic Ocella

- Teva doubled

8

-

that

down on its

efforts to reach a deal with its competitors that would give each its fair share. Patel called

85

he had

leamed

m Berlhold. Dtuing that call, the two decided that Patel would call Berthold

back and confirm the agfeernent between Teva and Lupin. Patel called Berthold shortly after aud
the two spoke for more than fotu (4) rninutes. Th"y spoke again first thing the next morning, for

ueady oue

(l) minute.

86

286.

The next day, Patel e-mailed Green, saying:

Green,

confused by the e-mail, responded:

287

.

Discussions between Teva and Lupin continued on July

17

,2013 with a call

between Defendants Green and Berthold that lasted twenty (20) minutes.

288.

On July 29,2013, Defendant Green announced to his colleagues:

289.

The lines of communication between competitors Teva and Lupin remained open

and active over the next few months as they worked on the details of which company would take

which generic Ocella accounts. On September 5, 2013,for example, Defendant Rekenthaler
conveyed to a colleague the importance of retaining a particular customer's account, along with
his understanding of Green's discussions with Berthold about Lupin's desired market share.
Green spoke to Berthold by phone twice the following day to confirm the understanding between
the two companies.

290. On September 9, 2013, K.G. of Teva sent an internal e-mail to his colleagues
conveying his thoughts about Lupin's bid for a portion of another customer's generic Ocella
business. He informed them that because Teva had secured two other signif,rcant customers,

I

291. In mid-October 2013, as Teva and Lupin finalized the allocation of accounts
between them, K.G. sent a word of caution to a co-worker, reminding her of the parameters
the furtive arrangement. He told her to be careful before conceding large customers on

I

rather than drug-by-drug in order to

87

"I

of

iv.
292.

Norethindrone/ethinylestradiol(Balziva@)

Norethindrone/ethinyl estradiol, also known by the brand name Ovcon@35, is a

combination of medications used as an oral contraceptive. Teva markets its generic version of
this combination medication under the name Balziva@.

293.

On January 23,2014, a customer informed Teva that a new market entrant was

seeking a share of its business. Teva employees surmised that the entrant was Lupin, as it had

recently obtained approval to begin marketing its generic of Ovcon@35.

294. Teva employees discussed internally

how to make room for this new player in the

market, with one expressing concern that

295.

The discussions about how to share the market with the recent entrant were not

limited to internal communications, however. On January 24,2014, Defendant Patel spoke to
Defendant Berthold at Lupin twice by phone.

296.

Five days later, on January 29,Patel informed Defendant Rekenthaler of her

recommendation based on her communications with Defendant Berthold, to take a cooperative
stance towards this competitor, saying:

297.

On February 4, Patel received the prohtability analysis she requested in order to

determine how much of the customer's business to hand over to Lupin. That same day, she
spoke to Berthold two more times to further coordinate Lupin's seamless entry into the market.

d.

Teva/Greenstone

88

i.

Oxaprozin Tablets

Vde

Target Name
RH.

Volce

R.H-

Dåte

ilLq

Direction

Contãct Name
Kevln

Duration

8:,47:6

Kevin

L5:24:26

Kevln
Kevin

79:E:4

Kevln

Volæ R.H.
Voice R.H.
Voice R.H.
Voice R.H.

18

18:03:(B
27

Kevin
16:31:¡{)

Volce

Voice
Voice
Voiæ
Text
Volæ

R.HR.H.

Kevin

10:2O36

R.l{-

Kevin
Kevin
en, Kevin

1O¡15:41

1O56:51

Kevin

17:26;4t

R.H.
R.H.

Walnart

lncomi

Parl of the uuderstanding betweeu the

least two lalge custonrers

16:42:27
16:43:56

R.H.

R.H.

300.

Kevin
Kevin

co

1Or5t04

anies was that Teva would concede at

- CVS and Cardiual - to Greenstone, and that Teva would

as a custourer. On

retain

Malch 27,2Ol3, however, Teva leamed that Gleenstone had either

rnisunderstood the deal or was trying to cheat on the agreeurent by approaching Wahnar-t.

89

301.

betweeu

Ou March 27,2Ol3, T.C. of Teva forwarded ar

Teva

e

ail that T.C. hadreceived

e:

Less

than a halfhotu'later, T.C. sent an

304.
relayed the

e-

il to Defendant Green, stating:

After Greeu spoke to T.C., he irn¡nediately called R.H. at Greenstoue. R.H.

info

atiou fi'orn Green to her boss, Defendant Nailor, in a series of conversations

and text üressages over the course of that urorning, and later in the day, as set forth below:

90

Dare I c"tt
3l?8lãJ¡ß Volæ

Target Name

g Direction

R.H. (Greenstonel lnæmlns
R.H.

Volæ
Voiæ
Volce
Volce
Volce
Voice

RH.

(Grcenstone) Ougolng

Contact Name
Green, Kevln fTeval

Kevin
Nallor, Jlll (Greenstone)

Time

a

O.(IÌæ

lt09:5()
11:15:18

J¡II

11:15:39

tÈ1&28

R.l{.

Xevln
Kevln
Kevin

R.H.

J¡II

R.H.

J¡II

13:38:l)
1&5¿14
1&5q45

RH.
RH.
RH.
RH.

Jilt

1A

R-H.

Text
Text
Text
Têxt
Text
Text

Duration

8:57l,21

Jil

R.H.

R.H.
R.H.

R.H.

J¡II

21:15:51

with Teva.

ozi'0'

Reddy's representative courmented positively

that

on Oxaprozin. That

same representative had also talked to wholesaler Ca¡diual about the dnrg, and couveyed that

9l

ii.
307.

bel

Toltero e Tertrate

Tolterodine Tartrate, also

kno

by the brand name Dehol, is in the

:

Terget Name

Oate

Itzil

Volæ
Volce

Patel.Nlsha(Teval

Tcxt

lncomlnß

Nlsh¡
R.H.

UZ 14 Voice
Volæ

Contact Name

ïme

Durat¡on

Patel,NlshalTeva)

J

Patel, Nlsha (TeYal

14:¡l&¡08

&ü):1ll

lTtl

rll

fncomlns llallor,Jlll (@eenstonel 17.33:Ã2
¡ncoming R.H.(Greenstone)
17:37:55 O

RR

Volce

Nallor, Jill fGleenstone)
RH.

17zîl:Tl

JilI
David

J¡II

'J2

1&23fft

Volæ
Text

tlnl

Davld

J¡I I

S47:!16

Vole
It22l2gl4 Voiæ

Nallo¿llll

Patel, Nisha (Teva)

OuEoing Nailor,Jlll(Greenstone) 15:!l!l:20

!221æ14 Tert

Patel. Nisha (Teval

Out¡o¡n¡

lGæenstoneì lnømlm

Teva Phamaæutkals

Nallor. Jill lGrcenstonel

112537
C

ß233:47 fiIlm
t5A:}¿þ

J¡I I

Text

Text

16:(I}¿14

Nisha

J¡II

Pæel, Nisha

Nailor. Jill

16:@59

rll

16:0t01

J

Voice

Nlsha

J¡II

Druing these calls alrd text ulessages, Teva and Greenstone agreed that Teva would concede
busi¡ress to Greenstone

309.

in order to avoid sipnificant price erosiou in the market.

The day after Greenstone's entry

- January 24,2014 - in a message to Teva

uational account rnanagers about how important it was for them to detennine and doctunent

92

help Teva

det

ther to concede or uot) Defendant Patel stated:

wanting to put the details into writing:

93

(16)

s.

üi.

2

oxicam

gcapsules.

Patel:

316.

w

Before responding to that e-mail,

De

Patel souglrt to negotiate strategy

Greeustone. Patel called R.H. at Greenstone at l0:55arn and they spoke briefly. Shortly

after that call, Patel also called R.H.'s boss, Defendant
Defendants Patel and Nailor spoke briefly.

94

Nailor. At 2:l4pm that afternoon,

(as Patel did

those calls are set forth

in

table below:
Narne

Date

Directlon

Contact Name

Time

Duration

NIsha
Voice

R.H.

Volæ

RH.

Voice
Volce
Volce

Nlsha
Patel, Nlsha

enstonel

319.

R.H.

(Greenstone) Outsolng

1il33lB
15:û/:5()

Nallor, Jlll

72:'14:-52

(Greenstone) $:Anß

Jlil

R.H.

Patel, Nlsha

The ¡rext day

l2zl4¡:D

Nisha

RH.

-'I4lpLl!!!(arçe!!sþ¡e)..,.
(Teva) lncomlng Nailor, Jill (Greenstone!

--Ys!_e. !a!e!.1'lE¡?ll!!Ð
Volce

7O:E:E

Nlsha
Nlsha

R.H.

RH.

Volce

(

z¿

-

March T,2014

-\7ÊÆ
17:32:ß

- after the flurry of phone calls detailed

above,

Defendant Patel sent an e-rnail to L.R., a custorner rnarketing manager at Teva, identiffing

specific custoulers to coucede to Greenstone. Based on her several conversations \ryith
95

Greenstone, and her understanding of the concept of fair share, Patelalso noted:

320.

Additional challenges did come. On March 12,2014, Defendant Patel learned

that Greenstone was challenging Teva at CVS

-

Teva's largest account for Piroxicam. Teva

refused to concede CVS to Greenstone because CVS represented26.l%o of Teva's total market
share for that

drug. Teva lowered its price by 20%o, and the next morning CVS notified Teva that

it would retain the account. The same day, after hearing that Teva was not going to back down
on the CVS challenge, R.H. of Greenstone called Defendant Patel at 1:4lpm and they spoke

briefly.

321.

Teva and Greenstone continued to coordinate their allocation over the coming

days and weeks. On March 17,2014, Defendant Patel called R.H. and they spoke

briefly. R.H.

called Patel back at 1 I :35pm that same day and they spoke for fifteen (15) minutes. Immediately

after speaking to Patel, R.H. called Defendant Nailor and they spoke for ten (10) minutes. Teva
retained the CVS account but conceded other customers (representing less market share) to
Greenstone through March and

322.

April.

For example, on March 25,2014 Teva learned of a challenge from Greenstone at

Anda, a wholesaler distributor. Following an analysis of its market share, Teva determined that

it still had more than its fair share of the market. Pursuant to the understanding among generic
manufacturers alleged above, Teva determined that it would be prudent to concede the Anda
business to Greenstone on Piroxicam, in order to alleviate any future challenges from

Greenstone. Defendant Patel agreed with the decision to concede on April 1,2014.

96

iv.
323.

Cebergoline

Cabergoline, also known by the l¡rand narne Dostinex, is used to heat

problerus that occru when too uruch of the

ho

ne prolactin is produced.

m

It cau be used to heat

Sland.

Greenstone and Teva:

Wholesaler represented about l3olo of Teva's total business for Cabergoline, and ab
$861,000

in

net sales.

F.H. responded:

326.

The next day, after some inteural conversation at Teva, T.C. agreed to the

proposed allocation:

97

cal

327. Pursuant to this agreement, Greenstone was able to acquire The Wholesaler

as a

customer for Cabergoline without any fear that Teva would compete to retain the business. In
exchange, Greenstone agreed to "play nice in the sandbox"

-

i.e., not compete with Teva for

other customers and drive prices down in the market.

e.

Teva/Actavis

i.
328.

Amphetamine/I)extroamphetamine Extended Release

Amphetamine/Dextroamphetamine Extended Release, also known by the brand

name Adderall XR@, is a medication used in the treatment of attention deficit hyperactivity

disorder

(ADHD). The drug is comprised of a combination of dextroamphetamine

salts and

levoamphetamine salts and is sometimes referred to as "Mixed Amphetamine Salts" or "MAS."

329.

Teva began marketing generic Amphetamine/Dextroamphetamine Extended

("MAS-XR"), after the expiration of brand manufacturer Shire's patent on Adderall

Release

XR@.

330.

On

April 9,2012, alarge customer contacted Teva to request

because a new competitor had expressed an interest in

a price reduction

of its MAS-XR business. A

senior Teva sales director, T.C., insisted on knowing the identity of the competitor before

deciding what Teva's response would be. The customer responded that the competitor was
Actavis, and that Actavis was expecting approval soon to enter the market for that drug.

331.

Teva deferred its decision on pricing until Actavis was in a position to ship the

product.

332.

Actavis obtained FDA approval to manufacture various formulations of MAS-XR

on June 22,2012. At 9:58pm that same evening, Defendant Rekenthaler instructed Teva
employees to find out Actavis's plans regarding its newly-approved generic, including shipping

98

details and

inv

ory levels. At 8:32a¡n the next moming, Teva enrployee T.S. responded that

she had spoken to M.P., a senior

Actavis sales rud marketing executive, and conveyed to

Rekenthaler the details of their couversation:

allocation of market sha¡e could be

ii.
335.

tricþ.

She

c

oned that

if

Teva decided to concede

a

Amphetemine/Dextroamphetamine Immediate Release

Amphetaniue/Dexhoampheta¡nine Tmmediate Release, also known by the bra¡rd

uarne Adderall IR@, is a uredication used in the h'eaturent of attention deficit hlperactivity

99

disorder

(ADHD). The drug is an immediate release formulation comprised of a combination of

dextroamphetamine salts and levoamphetamine salts and is sometimes referred to as "Mixed

Amphetamine Salts" or "MAS-IR."

336.

In March 2014, Aurobindo was making plans to enter the market with its MAS-IR

product. On March 18,2014, Teva's J.P. shared with her colleagues that Aurobindo's market
share target for the impending launch was 10oá. Teva's senior marketing operations executive,

K.G., indicated that Teva was aware that both Aurobindo and Actavis were launching.

337.

A flurry of telephone communications between Teva and these two competitors

took place on the days surrounding the foregoing e-mail. The day before, on March

17

,2014,

Defendant Patel had spoken to Actavis's Director of Pricing, Defendant Rick Rogerson, three (3)

times. Defendants Rekenthaler and Falkin of Actavis also spoke once on that day. On March
18,2014, the day of the e-mail, Rekenthaler and R.C., a senior-most executive at Aurobindo, had
a

thirty (30) minute telephone conversation. Rekenthaler and Falkin spoke again seven (7) times

on March 20,2014.

338. On April 16,2014, Teva received word from a customer that a new competitor in
the market had offered a lower price than Teva's current price for

MAS-IR. Defendant

Patel

informed K.G. that the challenge was coming from Actavis, and recommended that Teva
concede that customer's account.

At

I :43pm, she communicated to another colleague that the

decision had been made to concede. Apparently closing the loop, she called Defendant Rogerson
at Actavis at

l:55pm. They spoke for just over four (4) minutes.

100

iii.
339.

Dextroamphetamine Sulfate Extended Release

Dextroamphetamine Sulfate Extended Release, also known by the brand name

Dexedrine@ and sometimes referred to as "Dex Sulfate XR," is a medication used to stimulate
the central nervous system in the treatment of hyperactivity and impulse control.

340.

On June 19,2014, as Actavis was entering the market for Dex Sulfate XR,

Defendant Patel reviewed a prohtability analysis for that drug and asked Defendant Rekenthaler

what share of the market Actavis was targeting. Rekenthaler

responded:

Rekenthaler

knew Actavis's market share goals because he and Defendant Falkin of Actavis had spoken twice
by phone that morning

- once for more than eleven (11) minutes

and again for more than nine

(9) minutes.

341.

Five days later on June24,2014,Teva employee S.B. confirmed to her colleagues

in an e-mail that Actavis had entered the market for Dex Sulfate XR. She remarked that Teva had
a72.2o/o share of this

and thus recommended giving up a large customer to

Actavis and reducing Teva's market share to 58.3%

-

in accordance with the industry

understanding to allocate the market, and Teva's ongoing agreement with Actavis. Later internal

e-mails confirmed Teva's decision to concede that customer to Actavis because

iv.
342. Clonidine-TTS

Clonidine-TTS
Patch-also known by the brand name Catapres-TTS

-is

a

medication in the form of a transdermal patch that is used to treat high blood pressure.

343.
manufacturer

Teva began marketing Clonidine-TTS in 2010 after the expiration of brand
B

oehringer Inge theim' s patent on

C

atapres-TTs@.

101

344.

On May 6,2014, Actavis was granted approval to market Clonidine-TTS. Teva

and Actavis immediately commenced an extensive negotiation over price and market share.

Defendants Rekenthaler and Falkin spoke by phone three times that day for fifteen (15) minutes,
one

(l)

minute, and three (3) minutes, respectively.

345.

The next day, Rekenthaler announced to his colleagues that Actavis was entering

the market. K.G. of Teva responded by requesting that Defendant Patel come up with a
recommendation as to which customers Teva should concede to Actavis. At the same time, Teva

low pricing for a new entrant, saying that pricel

employees bemoaned Actavis's

346.

On May 8,2014, Teva personnel accelerated their efforts to convince Actavis to

revise its pricing and market share plans for Clonidine-TTS to more acceptable levels with an
even more intensive fluruy of phone calls. On that day, Rekenthaler spoke to Falkin three more

times (5-, 10-, and 8-minute calls). Patel spoke to Defendant Rogerson at Actavis four times, the
last call coming at9:54am.

At

10:02am, she informed her colleagues of the results of the

negotiations, instructing them:

347.

The following day, May 9, 2014,Defendant Patel learned from yet another
on this drug. Suspecting the source of the challenge

customer of a

was Actavis, Patel called Rogerson three times. Following those conversations, Patel informed
her colleagues that Actavis wanted

want 1 0%-

1

5%o

25%io

of the market. She also stated that Actavis would likely

of that share from Teva. During those conversations, she also likely conveyed

her displeasure to Rogerson about how low Actavis's pricing was, because not long after those
phone calls, she conveyed to her supervisor, K.G., that

102

Shortly after that, Patel also learned that Actavis had

348.

Rekenthaler described to his colleagues the agreement he was willing to strike

with Actavis over market share, saying:

I

Teva's senior sales executive, T.C., cautioned him on the importance of maintaining a

cooperative stance towards this competitor, saying:

349.

The market share give-and-take between Teva and Actavis continued over the

coming weeks, with Teva conceding accounts to the new entrant in order to allow Actavis to
achieve its fair share of the market for Clonidine-TTS. On May 14,2014, for example,
Defendant Pateltold colleagues that Teva must be

and concede a particular

wholesaler's account to Actavis. On May 17,2014, Teva conceded a large retailer account to

Actavis. On May 20,2074, Patel again declined to bid at another customer due to the new
entrant Actavis, stating:

350, When L.R., Teva's analytics manager, recommended

giving up yet another

Clonidine-TTS account to Actavis on May 23,2014, after several conversations between
Defendants Patel and Rogerson the prior day, K.G. of Teva reluctantly approved, saying:

v.
351.

Budesonide Inhalation

Budesonide Inhalation, also known by the brand name Pulmicort Respules@, is an

anti-inflammatory steroid, administered through inhalers or similar devices, used to prevent
asthma attacks.

103

352.

Teva obtained approval to market Budesonide Inhalation in November 2008.

Prior to February 2015, Teva controlled virtually the entire market for generic Budesonide
Inhalation, with other competitors having less than l%o market share.

353.

On February 13,2015, Defendant Rekenthaler informed other Teva employees

of

Actavis's plans to enter the market, saying
Budesonide Inhalation. Rekenthaler and Defendant Falkin of Actavis had spoken by phone three
days earlier on February 10,2015.

354.

On February 16,2075, Defendants Rekenthaler and Falkin had another lengthy

telephone conversation lasting twenty-three (23) minutes. The following morning, Teva's T.C.

confirmed to her colleagues that Teva had conceded the Budesonide Inhalation accounts of two
major customers to Actavis. She explained that Actavis's sense of urgency to obtain the
accounts was due to concerns about getting its product into market before it faced legal action

from the brand manufacturer. Thus, she explained, she was working with the customers on an

to get Teva's product out of the supply channel, so as to streamline Actavis's
entry into the market.

vi.

Celecoxib

355. Celecoxib, also known by the brand name Celebrex@, is a nonsteroidal antiinflammatory medication used in the treatment of pain and inflammation associated with
arthritis, juvenile rheumatoid arthritis, and other disorders.

356.

Teva received approval to market generic Celecoxib inMay 2014.

357.

On November 20,2074, as Teva was preparing to launch its generic Celecoxib

capsules, a customer informed Teva that Actavis was vying for some of the customer's

Celecoxib business. The customer indicated that Actavis was preparing for a launch of its own

104

and had advocated its position by pointing out that it was just trying to

in light

of the fact that Teva had already secured over 30Yo of the market.

358.

Defendant Rekenthaler took a cooperative

- rather than competitive - stance upon

hearing that news, saying

359.

By December 1,2074, however, the issue of where Actavis would obtain its

desired market share remained undecided. Another customer, a large retail pharmacy chain

("The Pharmacy"), became actively involved in trying to broker an agreement between Teva and
Actavis on how much share each company would take upon launch. Actavis reportedly sought
25Yo

of The Pharmacy's Celecoxib business. A representative of The Pharmacy told Teva's T.C.

that
issue

and that he did not have an

with sending Actavis

360.

Rekenthaler's response was consistent with the "fair share" understanding, saying

361.

In the days leading up to Teva's December 10,2014 launch, Teva executives had

numerous telephone conversations with their counterparts at Actavis. Defendant Rekenthaler
had a six (6) minute call with Defendant Falkin at Actavis on November 25. The two spoke

twice more on December 3 - once for two (2) minutes and another time for one (1) minute.
Defendant Patel spoke to

4.8.,

a senior sales and marketing executive at Actavis, for over eight

(8) minutes on December 5, and for over sixteen (16) minutes on December 8. Defendants
Rekenthaler and Falkin resumed their communications the day before the Teva launch
December 9 - with a one

(l)

minute phone call. On the day of the launch

- December

10

-

Rekenthaler and Falkin spoke three times with calls of one (1) minute, nine (9) minutes, and
three (3) minutes in duration.

105

f.

Teva/?ar

i.

Omega-3-Acid Ethyl Esters

T.P. did not respond tlrough Linkedln, btrt texted Patel on her cell phone later that day, initiating
a

flury of ten (10) text messages between

them in the late aftemoon and early evening of Jture
106

26. That night, Patel followed up with C.8., informing her that the ouly thing Patel kuew at that

3A,2014,

cornpetition and keep prices high. For s¡anrFle, in an intemal e-rnail on October 2,2014, Teva's

K.G. stated
Defe¡rdant Rekenthaler l¡ad obtained this information tbrough phone calls with J.H., a

r07

senior sales executive at Apotex, on September 25 and

27

,2014

- and then conveyed the

information intemally at Teva.

370.

Because of supply limitations, Par was not able to meaningfully enter the market

until late November 2014. On November 10,2014, Patel and T.P. exchanged five (5) text
messages. On December 1,2014, Teva was notified by a customer that it had received a price
challenge on Omega-3-Acid Ethyl Esters. T.C. at Teva speculated that the challenge was from

Apotex, but Rekenthaler knew better, stating

Rekenthaler informed

T.C. that Teva would not reduce its price to retain the business

-

thus conceding the business to

Par.

371.

By mid-February 2015, Teva had conceded several large customers to Par to

smooth Par's entry into the market and maintain high pricing. During this time, Defendant
Rekenthaler was speaking frequently with M.8., a senior national account executive at Par, to
coordinate.

372.

By April 2015, Apotex had officially entered the market, and consistent with the

"fair share" understanding, Teva's market share continued to drop. By April25, Teva's share of
the market for new generic prescriptions for Omega-3-Acid Ethyl Esters had droppedro 68.3yo
and its share of the total generic market (new prescriptions and refills) had droppedto 66.8yo.

Defendant Rekenthaler was speaking frequently with J.H. at Apotex to coordinate during the

time period of Apotex's entry in the market.

ii.

Entecavir

373. Entecavir, also known by the brand name Baraclude,
chronic Hepatitis B.

108

is a medication used to treat

374.

As Teva was preparing to enter the market for Entecavir in August2014, T.C., a

senior sales and business relations executive at Teva, informed an executive at WBAD that Teva
was planning on launching

Entecavi.I

depending on when the FDA approved the drug.

T.C. further noted:

375.

On August 28,2014, Defendant Rekenthaler informed Teva sales employees that

Teva had received approval on Entecavir and would circulate offers later that day or the next
day. Rekenthaler noted
Defendant Rekenthaler also noted that Teva would be pricing as

were

if they

in the market, and expressed concern that customers might react negatively to

the launch of this drug

376.

The same day, August29,2014, Rekenthaler had three phone calls with M.8., a

senior national account executive at Par. The two spoke two (2) more times the next day, August

29,2014.

377.

On August 29, aTeva sales employee repofted that a customer had informed her

that Par was launching Entecavir at a lower price point than Teva. The employee inquired
whether Teva might consider reducing its price as well. Defendant Rekenthaler, after speaking

with M.B. atPar several times on August 28 and 29, replied that Teva would remain firm on the
price and noted that he was

Despite Teva's refusalto lower

its price, that customer signed an agreement with Teva to purchase Entecavir

109

378.

Also on August 29, Rekenthaler e-mailed T.C. asking if she had received any

feedback from CVS on Entecavir. T.C. replied that she had not, and followed up later saying
that ABC had indicated that it would sign Teva's offer letter. Defendant Rekenthaler replied:

I

T.C. dismissed that concern:

379.

Teva and Par both launched their respective Entecavir products on September 4,

2014. Within days of its launch, Teva had capturedS0% of the market for new generic

prescriptions and90.9%o of the total generic market (new prescriptions and refills).

380.

Within a few weeks, however, Teva's share of the market was much more in line

with "fair share" principles

-

52.60/0

for new generic prescriptions, and 47Yo of the total generic

market (new prescriptions and refills).

381.

On October 9,2074, another customer, who had already received a discount on

Entecavir, asked for an additional discount to
Teva declined to do so, citing that the
Rekenthaler had spoken to M.B. at Par twice on October 2,2074.

382.

The two-player market for Entecavir remained stable over time. By January 2,

2015, Teva's share of the market for new generic prescriptions was 52.2Yo, and its share of the

total generic market (new prescriptions and refills) was 46.7%o.

iii.
383. Budesonide

Budesonide DR Capsules

DR Capsules, also known by the brand name Entocort EC, is a

steroid used to treat Crohn's disease and ulcerative colitis when taken orally.

110

384.

Teva was preparing to enter the market for Budesonide DR in or about March

2014. At that time, it was a2-player market: Par had

70%o market share and

Mylan had the

remaining 30olo.

385. Shortly before Teva received approval
increase the price of the

drug. On April

1, 2014,

to market Budesonide DR, Par decided to

M.8.,

a senior national account executive at

Par, called Defendant Rekenthaler at Teva. The two executives spoke for twenty-six (26)

minutes. The next day, April 2,2014

-

FDA approval to market Budesonide DR

which happened to be the same day that Teva received

-

Par increased its price for Budesonide DR by over

ts%.

386.

That same day, Teva sales employees were advised to f,rnd out which customers

were doing business with Par and which were with Mylan, so that Teva would have a better
sense of how

387

to obtain its fair share

.

Par and Mylan were also communicating at this

after the Par price increase

time. On April 3,2014 - the day

- K.O., a senior account executive at Par, spoke to M.4.,

a senior

account manager at Mylan, for fifteen (15) minutes.

388.

On

April 4,2014, Defendant Rekenthaler informed

some members of Teva's

sales force that, although the company had received approval to market and manufacture

Budesonide DR, Teva was not prepared to launch the product and he did not yet know when

it

would do so. Nonetheless, Rekenthaler spoke to both Defendant Nesta, the Vice President of
Sales at Mylan, and

M.8.,

a

similarly high-level executive at Par, that same day.

111

389.

Although Teva did not launch Budesonide DR until approximately June 2016,

company executives clearly attempted to coordinate pricing and market share with its

competitors in anticipation of its product launch date.

g.

Teva/Taro

i.
390. Enalapril

Enalapril Maleate
Maleate ("Enalapril"), also known by the brand name Vasotec@, is a

drug used in the treatment of high blood pressure and congestive heart failure.

391.

In2009, Taro discontinued its sales of Enalapril under its own label and

effectively exited the market. lt continued supplying Enalapril thereafter only to certain
government purchasers under the

"TPLI" label.

392. By mid-2013, the Enalapril
60.3yo, Wockhardt with27.5%, and Teva

market was shared by three players: Mylan with

with

10.7o/o.

As discussed more fully below in Section

IV.C.2.h, those three companies coordinated a significant anticompetitive price increase for
Enalapril in July 2013.

393. Shortly before the Teva and Wockhardt price increases, on or about July 12,2013,
Defendant Aprahamian, the Vice President of Sales and Marketing at Taro, was considering
whether to renew or adjust Taro's price on Enalapril for its national contract (for govemment
purchasers), which was slated to expire in September 2013.

394.

In the midst of that coordinated price increase, however, Aprahamian was

communicating with both Defendant Patel of Teva as well as M.C., a senior sales and marketing
executive at Wockhardt, about Enalapril. As a result of those conversations, Taro's plans
changed.

lt2

395.
price increase

On July 17,2Ol3

- Defendant

- the same day that Teva was taking

steps

to

lement the

Patel called Defeudant Aprahaurian aud left a message. He rehuned

s.

the market should look after Ta¡o's re-laurch so that each

"fail;"

co

etitor would have its desired, or

share of the market.

398.

On Jtrly 31,2013, for example, Defendzurt Patel provided her aualysis of the dnrgs

Teva should bid ou in respouse to a request for bids ft'om a major customer, which was largely
based ou whether Teva had reached its

"fair shale" targets. Enalapril was one of the drugs

It3

where, according to Defendant Patel, Teva was

so she authorized the

submission of a bid. Prior to sending that e-mail, Patel had spoken to Defendant Aprahamian on

July 30 (l I minute call) and July 31,2013 (4 minute call). Based on the agreement between the

two companies, and in accordance with the industry's "fair share" code of conduct, Taro
understood that it would not take significant share from Teva upon its launch because Teva had a

relatively low market share compared to others in the market.

399.

Meanwhile, as he worked on pricing for Taro's upcoming re-launch, Aprahamian

emphasized to his colleagues that Taro's final prices would be set largely based on

400.

In early December 2013,Taro was fully ready to re-enter the Enalapril market.

On December 3,2073, Aprahamian consulted twice by phone with Mylan's senior account
executive,

M.4., during conversations of two (2)

401.

and eleven

(l l) minutes.

On December 4,2073, one customer that had recently switched from Wockhardt

to Teva expressed an interest in moving its primary business to Taro for the 2.5mg,5mg, lOmg,
and20mg strengths. At 4:3Opm that afternoon, Defendant Aprahamian instructed a colleague to
prepare a price proposal for that customer for all four products.

402. Before sending the proposal to the customer, however,
sought the input of his competitor, Teva. On December

5

Defendant Aprahamian

, 2013 , he and Defendant Patel spoke

by phone for nearly five (5) minutes.

403.

Taro's fact sheet for the Enalapril re-launch generated on the day of

of

Aprahamian's call with Teva showed a
identical to Teva's and nearly identical to Wockhardt's and Mylan's

114

75Yo,

with pricing

404.

Taro begau submitting

o

rs on Enalapril the following day, Decernber 6. 2013.

But even with the biddingprocess underway, Defendant Aprahamian made certain to

408. By May 2014 the market was stable, and market share for Enalapril was
reasonably distlibuted among the companies. As Teva was considering whether to bid on

ll5

specific drugs for an RFP sent out by a large wholesaler customer, Defendant Patel provided the

following caution with regard to Enalapril
The same day she sent that e-mail

- May 14,2014 -

Patel spoke to

Defendant Aprahamian for more than four (4) minutes, and exchanged eight (8) text messages

with him.

409.

By June 2014, Tarc had obtaine d 25% market share for Enalapril in

a

4-player

market. Mylan and Teva each had approximately 28Yo market share.

ii.
410.

Nortriptyline Hydrochloride

Nortriptyline Hydrochloride ("Nortriptyline"), also known by the brand name

Pamelor, is a drug used to treat depression.

4ll.

While Taro was approved in May 2000 to market generic Nortriptyline, it

subsequently withdrew from the market. As of early 2013, the market was shared by only two
players

-

Teva with a 55olo share, and Actavis with the remaining 45Yo.

412.

By February 2013, Taro personnel had come to believe that they should reclaim a

portion of this market, one opining that

4t3

In early November, Taro was formulating re-launch plans, including

uI

for Nortriptyline of 25o/o that would leave Teva with 42.45Yo and Actavis

with

31.02o/o.

414.

On November 6, 2013, Defendant Aprahamian pressed his team to
He emphasized the need to find out who currently supplied

two particular large customers so that Taro could

ll6

415.

Two days later, on November 8, Aprahamian received confirmation that

McKesson was a Teva customer.

416.

Several days of conversations ensued among the affected competitors in an effort

to sort out how Teva and Actavis would make room for Taro in this market. For example,
Defendant Rekenthaler of Teva and Defendant Falkin of Actavis spoke twice by phone on

November 10,2073.

417.

Then, on November 72,20l3,Taro' s Aprahamian called Defendant Patel at Teva.

Their conversation lasted almost eleven (11) minutes. That same day, Defendant Aprahamian
announced to his colleagues that Taro would not be pursuing Teva's business with McKesson,

Accordingly, he instructed a subordinate to put

saying simply:
together an offer for Cardinal instead.

418.

The discussions of how to accommodate Taro into the Nortriptyline market were

far from over, however. Defendants Falkin of Actavis and Rekenthaler of Teva spoke on
November 14, 15 and 18. Falkin also exchanged two text messages with Defendant Maureen
Cavanaugh of Teva on November 17, and one on November 18,2014.

419.

Immediately following this series of discussions, Aprahamian began delivering a

new message to his team: Taro had enough offers out on Teva customers
rest of its share from

-

it needed to take the

Actavis. On November 19,2013 when a colleague presented an

opportunity to gain business from Teva customer HD Smith, Aprahamian flatly rejected the idea,
saying:

420.

The next day, November 20,2013, another Taro employee succeeded in finding

an Actavis customer that Taro might pursue. Armed

with this new information, Defendant

Aprahamian wasted no time in seeking Actavis's permission, placing a callto M.D., a senior

l17

national account executive at Actavis, less than four hours later. They ultimately spoke on
November 22,2013 for more than eleven (l 1) minutes.

421.

Meanwhile, Teva employees finalized plans to cede Cardinal to Taro as discussed

in the negotiations with Actavis and Taro. On November 21,2013, Teva informed its customer
that

422.
on

The competitors continued consulting with each other over the coming months

Nortriptyline. On December 6,2073, for example, Defendant Aprahamian called M.D.

at

Actavis and the two spoke for over thirteen (13) minutes. On December 10,2013, a Taro
colleague informed Aprahamian that alarge customer, HEB, was with Actavis for all but one

of

the Nortriptyline SKUs, and that HEB was interested in moving the business to Taro.

423.

Having already cleared the move with Actavis during his December 6 call with

M.D., Aprahamian put the wheels in motion the next day for Taro to make an offer to HEB.

424.

Defendant Aprahamian also continued to coordinate with Teva. He called

Defendant Patel on January 28,2014, but she did not pick up. The dialogue continued on
February 4,2014 when Patel called Aprahamian back. The two talked for nearly twenty-four

(24) minutes.

425.

Two days later, on February 6, a potential customer solicited Taro to bid on its

business. When a colleague informed Defendant Aprahamian of that fact and asked if he wanted
to pursue the opportunity, Aprahamian responded firmly that Teva had already done enough to
help Taro with its re-launch and thus only Actavis accounts should be pursued:

ll8

Date

3l

Name
Voice

Volce

Direction

lvlarr
Marc

lncoml

David

Ougolng

Davld

Falkln,lvlarc(Actavls)

Volce

Falki

Voice

Falkl

Contact Name

Duration

Davld

Marc

David

lncoml

Voice

Falkl

Vol ce

UtD.

Vol ce

Falkl

Marc

Volce

Falkl

lvlarc

Marc
lncomi

David
Tarc Pharmaæutlcals
Rekenthele David
Rekenthale

Davld

Voice

Nisha
Patel, Nlsha

Ara
Ara

Voice

Nlsha

Ara

Text

0:0:02

listed by Teva as a potential candidate for a price increase. Ou Malch l0, 2014, however, as
Patel was revising that list of price increase ca¡rdidates (and the sarne day she spoke to Defendant

Aprahamian for rnore than five (5) urinutes), she removed Nortriptyline from contention in order
f6 açssnlnodate Talo's entry. The spreadsheet that she sent to a colleap¡ue on that date expressly
took into account the negotiations over Talo's entry that had occun'ed over the past few weeks.
119

With respect to

I

a possible

As discussed more fully below, Teva subsequently raised the price of Nortriptyline on

January 28,2015

-

h.
428.
a

Nortriptyline price increase, it stated:

in coordination with both Taro and Actavis.

Teva/Zydus

Defendant Green left Teva in November 2013 and moved to Zydus where he took

position as an Associate Vice President of National Accounts. Once at Zydus, Green

capitalized on the relationships he had forged with his former Teva colleagues to collude with
Teva (and other competitors) on several TevalZydtts overlap drugs.

429.

In the spring/early summer o12014 in particular, Zydus was entering four

different product markets that overlapped with Teva. During that time period, Defendant Green
was in frequent contact with Defendants Patel and Rekenthaler, and others, to discuss pricing and
the allocation of customers to his new employer, Zydus. Indeed, given the close timing of entry
on these four products, Green, Patel, and Rekenthaler were often discussing multiple products at
any given time.

i.
430.

Fenofibrate

Fenofibrate, also known by brand names such as Tricor, is a medication used to

treat cholesterol conditions by lowering "bad" cholesterol and fats (such as LDL and

triglycerides) and raising "good" cholesterol (HDL) in the blood.

431.

As discussed in detail in Section IV.C.1.a.i above, Defendant Teva colluded with

Defendants Mylan and Lupin to allocate the Fenofibrate market upon Mylan's entry in May

2013. To effectuate that agreement, Defendant Green was in frequent contact with Defendant
Nesta of Mylan and Defendant Berthold of Lupin.

120

432.

In February 2014, Zydus was preparing to launch into the Fenofibrate market.

Defendant Green, now at Zydus, colluded with Defendants Patel, Rekenthaler, Nesta, and

Berthold to share pricing information and allocate market share to his new employer, Zydus.

433.

On February 21,2014, Teva's Patel sent a calendar invite to Rekenthaler and to

her supervisor, K.G., Senior Director, Marketing Operations, for a meeting to

discussl

on February 24,2014. One discussion item was Zydus's
anticipated entry into the Fenofibrate market. Notably, Defendant Zydus did not enter the
Fenofibrate market until a few weeks later on March 7,2014.

434.

In the days leading up to the meeting, between February 19 and February 24,

Patel and Green spoke by phone at least 17 times

-

including two calls on February 20 lasting

twenty-seven (27) minutes and nearly nine (9) minutes, respectively; one call on February 2l
lasting twenty-five (25) minutes; and a call on February 24lastingnearly eight (8) minutes.

435. On or about March 7,2014, Defendant Zydus entered the Fenohbrate

market at

WAC pricing that matched Defendants Teva, Mylan, and Lupin. In the days leading up to the
launch, Defendants from all four competitors were in regular contact with each other to discuss

pricing and allocating market share to Zydus. Indeed, between March 3 and March 7, these
competitors exchanged at least 26 calls with each other. These calls are detailed in the table
below:

12l

Direction

Name

Date

Voice
Voice
Volce
Volce

David
David

Reke

Volce

Nesta, Jim (lvlylanl
Jim
Patel, Nlsha

Volce
Voice

lncomi

Kevln
Nesta, Jlm (fiAylan)

lncomi
Out3olng

Green, Kevin
Kevln
Kevin
Kevln

Nisha

Jlm
Jim
Jim
Jim

Voice

Kevin
Kevin
Green, Kevln
Kevin
Kevin

m

Voice
Voice
Voice
Voice
Voice
Voice

Davld

Nesta, Jim
Nlsha

Green, Kevin
Kevin

David

Kevin
Kevin

¡d

David

Kevin

Jlm
Kevin
Kevin

Voice

Voice

M.A.
frÂ4.

Kevln

Voice

Kevin

M.A.

Voice
Voice

Kevin
Nisha

M.A.

Voice

eutering the

Duration

n

Nisha

Volce
Voice
Volce

Contact Name

Green. Kevin

narket. A half

0:1
David

( us)

lncoming

M.A. lMylan)

houl after the second call, Patel e-mailed her supen'isor, K.G.,

au

for several products or $¡hich Teva overlapped with

identifying

Later that sarrre day, Patel called Gleen again and they spoke for
more than eleveu

437.

(l l)

ruinutes.

In the mouths that followed, Teva

Zydus in accorda¡rce with the apreement they had reached.

t22

several custorners to

438.

For example, on Friday March 21,2014, J.P., a Director of National Accounts at

Teva, sent an internal e-mail to certain Teva employees, including Defendants Patel and
Rekenthaler, notifying them that Zydus had submitted an unsolicited bid to a Teva customer,

OptiSource. Patel responded that Teva was

439.

That morning, Patel sent a calendar invite to Rekenthaler and to K.G. scheduling a

meeting to discuss

440.
that

Tevaf

One item on the agenda was

The following Monday

- March 24,2014 - Patel sent internal e-mails

directing

optiSource and Humana to Zydus. Patel further stated that Teva provided a

to a third customer, NC Mutual, but stated that Teva should
That same day, Patel called Green and they spoke for more
than fourteen (1a) minutes. She also spoke with Defendant Berthold of Lupin for nearly twelve

(12) minutes.

441.

In the meantime, Zydus bid at another Teva customer, Ahold. On March 25,

201 4, P atel e-mailed Rekenthaler stating

Patel then sent an internal e-mail directing that

the Ahold business. Later

tha'r.

tevaf

day, Patel called Green. He returned the call and they spoke for

nearly eight (8) minutes. Patel also called Defendant Berthold of Lupin and they spoke for five
(5) minutes.

442.

On May 13,2014, Zydus bid on Fenofibrate at Walgreens, which was also Teva's

customer. The next day, on .li4ay 14,2}l4,Patel forwarded the bid to her supervisor, K.G., and
explained

123

443.

K.G. agreed with the approach and on May 15, 2014, Patel sent an internal e-mail

directing that Teva reduce its price to Walgreens, but explained that
Patel

emphasized that we

I

Later that day, Green called Patel and they spoke for twenty (20) minutes.

444.

On June 2,2014, Green called Patel and they spoke for nearly six (6) minutes. He

also called Rekenthaler, and they spoke for two (2) minutes. Two days later, on June 4,2074,

zydus submitted an unsolicited bid for Fenofibrate at Anda, a Teva customer.

445.

On June 10,2014, T.S., Senior Analyst, Strategic Support at Teva e-mailed J.P.,

Director of National Accounts, stating
T.S. forwarded the e-mail to K.G., copying Defendants Patel and
Rekenthaler, asking to

because

Rekenthaler responded,

A few hours later,

J.P

responded that Anda would maintain Teva on secondary and award the primary position to

Zydus. Anda was fully aware that Teva was conceding Anda's business to Zydus because it was
a

new entrant

t24

446.

The next day, on June 17,2014, Defendant Green called Defendant Rekenthaler

and they spoke for eight (8) minutes. Later that day, Patel called Green. He returned the call and

they spoke for nearly fifteen (15) minutes.

ii.
447. Paricalcitol,

Paricalcitol
also known by the brand name Zemplar, is used to treat and prevent

high levels of parathyroid hormone in patients with long-term kidney disease.

448.

Defendant Teva entered the market on Paricalcitol on September 30, 2013. As

the first generic to enter the market, it was entitled to 180 days of exclusivity.

449.

In March 2074,withthe end of the exclusivity period approaching, Teva began

planning which customers it would need to concede. Teva had advance knowledge that
Defendant Zydts and another generic manufacturer not named as a Defendant in this case
planned to enter the market on day 181, which was March 29,2074.

450.

In the month leading up to the Zydus launch, Defendants Patel and Rekenthaler

spoke with Defendant Green and discussed, among other things, which Paricalcitol customers

Teva would retain and which customers it would allocate to the new market entrant.

451.

On February 28,2074, T.S., a Director of National Accounts at Teva, sent an

internal e-mail to ceftain Teva employees, including Defendants Patel and Rekenthaler, advising
that ABC was requesting bids on two Zydus overlap drugs

- Paricalcitol

and

Niacin ER. After

receiving that e-mail, Rekenthaler called Green. The call lasted less than one

(l)

minute (likely a

voicemail). The next business day, on March 3,2074, Rekenthaler called Green again and they
spoke for twenty (20) minutes. Later that afternoon, Patel also called Green. The two
exchanged four calls that day, including one that lasted nearly twenty (20) minutes. On March 4,
Patel called Green again and left a voicemail.

125

452.

On March 12,2014, T.S. e-mailed Defendants Patel and Rekenthaler stating that

Zydus had bid on Paricalcitol at

ABC. That same day, Patel

sent an internal e-mail asking for a

loss of exclusivity report for Paricalcitol, listing out Teva's customers and the percentage

of

Teva's business they represented. This was typically done by Teva employees before calling a

competitor to discuss how to diwy up customers in a market.

453.

On March 13,2074, Patel directed that Teva retain ABC and match the Zydus

pricing. The next day, on March 14,2014, Patel called Green. A few minutes later, Green
returned the call and they spoke for nineteen (19) minutes. Rekenthaler then called Patel and

they spoke for eleven (11) minutes.

454.

During the morning of March 17,2014, Defendants Patel and Green had two

more phone calls, lasting nearly six (6) minutes and just over five (5) minutes. During those
calls they were discussing how to

diwy

up the market for several products where Zydus was

entering the market. A half an hour after the second call, Patel e-mailed her supervisor, K.G.,

identifying

for several products on which Teva overlapped with

Defendant Zydus

-

including Paricalcitol. With respect to Paricalcitol, Patel recommended that

Teva

Later that same day,

Patel called Green again and they spoke for more than eleven (11) minutes.

455.

Over the next several weeks, Defendant Teva would

concede

several customers to the new entrant Zydus.

456.

For example, on March 27,2074, Green called Patel. Defendant Patel returned

the call and they spoke for nearly nine (9) minutes. The next day, on March 28,2014,
OptiSource, one of Teva's GPO customers, notified J.P., a Director of National Accounts at
Teva, that it had received a competing offer from Zydus for its Paricalcitol business. J.P.

t26

forwarded the OptiSource e-mail to Patel. Within minutes, Patel responded

I
457. That same day, Defendant

Teva was notified by another customer, Publix, that

Zydus had submitted a proposal for its Paricalcitol business. On

April 1,2014, Defendant Teva

conceded the customer to Zydus and noted in Delphi that the reason for the concession was

458. Also on April 1, 2014, Defendant Zydus bid for the Parcalcitol business

at

NC

Mutual, another Teva customer. That same day, Patel called Green and left a22-second

voicemail. The next day, on April2,2014,Patel tried Green twice more and they connected on
the second call and spoke for nearly ten (10) minutes. Lafer that evening L.R., an Associate
Manager, Customer Marketing at Teva, sent an internal e-mail to T.S., the Teva Director

of

National Accounts assigned to NC Mutual, copying Patel, asking:
Patel responded,

459.

On

April 75,2074, Walmart

received a competitive bid for its Paricalcitol

business and provided Teva with the opportunity to retain. Two days later, on April

17

,2014,

K.G. responded that he thought it might be Zydus. Patel replied,

Later that day, Green called

Patel. She returned his call and they spoke for nearly twelve (12) minutes. Later that day, after
her discussion with Defendant Green, Patel sent an internal e-mail stating
On

t27

April 22,2014,Patel

sent an internal e-mail regarding Walmart directing,

I
iii.
460.

Niacin ER

Niacin Extended Release ("ER"), also known by the brand name Niaspan

Extended Release, is a medication used to treat high cholesterol.

461.

Defendant Teva entered the Niacin ER market on September 20,2073 as the first-

to-file generic manufacturer and was awarded 180 days of exclusivity. Teva's exclusivity was
set

to expire on March 20,2014.

462.

Teva had advance knowledge that Defendant Lupin planned to enter on March

20, 2014 and that Lupin would have 1 00 days or until June 28, 2014 before a third generic
manufacturer would be allowed to enter. Teva also knew that Defendant Zydus planned to enter
on June 28,2014.

463.

Armed with that knowledge, Teva increased price on Niacin ER on March 7,

2014 in advance of the competitors' entry. In the days leading up to the price increase, all three

competitors exchanged several calls during which they discussed, among other things, the price
increase on Niacin ER and the allocation of customers to the new entrants, Zydus and Lupin.

The communications between Defendant Green and Defendants Patel and Rekenthaler of Teva,
and Defendant Berthold of Lupin are detailed in the chart below. (The calls between Defendants

Teva and Lupin are discussed more

fully below in Section IV.C.2.k.)

128

Name

Date

Volce
Voice
Volce
Voice

Nisha

Kevln

Section

Kevin

Nisha

Kevln

Nlsha

Grcen, Kevln

Nisha

Kevin

Berthold, Dav¡d
David

Green, Kevln
Kevin

Berthold, Dav¡d

Kevin

Voice

below i¡r

Duration

Kevln

Volce

Volce

Contact Name

Rekenthal
David
Patel Nisha

Volæ

Vole

Direstion

.C.2.k.)

Date

Volce

Green, Kevln

31 2Ot4 Voice Green, Kevin (Zydus)
Volæ

Nlsha

Volce

Nlsha

3ll720fl Voioe

3l

ZJ'1.4

Outgo¡ng

Vole

3l ZOL4 Voice

Patel, Nisha
Paæ|, Nlsha

Patel, Nisha

Rekenthaler, fÞvld
Rekenthaler, David (Teva)

0:03:ül

Kevin
Kevin

(Teva)

(Teva)
(Teva)

31 2gt4 Voice Berthold, David (!upin)

Outgolng
Outgolng
Outgoing

Green, Kevin (Zvdus)
Gr€en, Kevln (Zydus|

lnaom¡ng

Green, Kevin (Zydus)

Green, Kevin (Zydus)

û(b:16
û11:tit
û06:26
ù.M1L2

0:07:(n
0:12:39
0:01:(tr

3lnl20t4

Voice

Green, Kevin

(Zydus) I ncoming

2014, Zydus bid on the Niacin ER business at ABC

-

'Eerthold, Davld ([upin)

0:26:00

a Teva customer. The next day, on

May 6,

2014, Defendant C¡reen called Defendant Rekenthaler and they spoke for tlu'ee (3) minutes. Less
than an hour later, Gleen called Defendant Patel and they spoke for eiglrt (8) minutes.

t29

A few

nirìutes later, Green called Patel agail and left a twelve-second voiceruail. Later that evening,
Defeuclant Patel e-mailed K.G. reporling what Teva had leanted on those calls:

K.G. responded that Patel should schedule an intemal rneeting to discnss their strategy for Niacin
ER. ancl inclt¡de Rekenthaler.

466.

Over the next several days, Patel and Rekenthaler exchanged sevelal calls with

listed below.

slil2oL4
sl7l2OL4

slil2ot4
sl7/20L4
sl812Ot4

slel2ot4
slsl20t4
sle/2014

Voice
Voice
Voice
Voice
Voice
Voice
Voice
Voice
Voice
Voice

Green, Kevin (Zydus)
Green, Kevin (Zydus)
Patel, Nisha (Teva)
Patel, Nisha {Teva)
Patel, Nisha (Teva)
Patel, Nisha (Teva)
Patel, Nisha (Teva)
Berthold, David (Lupin)
Berthold, David ( Lupin)
Berthold, David (Lupin)

Outgoing
lncoming
lncoming
lncoming
lncomlng
Outgoing
Outgoing
lncoming
lncoming
Outgoing

130

David

Berthold, David (Lupin)
Green, Kevin (Zydus)
Green, Kevin (Zydus)
Green, Kevin (Zydus)
Green, Kevin (Zydus)
Green, Kevin (Zydus)
Green, Kevin (Zydus)
Green, Kevin (Zydus)
Green, Kevin (Zydus)

0:37:49

467.

Ultimately, the competitors agreed that Teva would retain ABC and concede

McKesson, another large wholesaler, to Zydus.

468.

On May 29,2014, C.D., an Associate Director of NationalAccounts at Teva, sent

an internal e-mail to certain Teva employees, including Defendants Patel and Rekenthaler,

stating:

After receiving the e-mail, Rekenthaler called Green. The call lasted two
(2) minutes. Green returned the call a few minutes later and they spoke for twenty-eight (28)

minutes. Later that day, Patel called Green and they spoke for nearly twenty-one (21) minutes.

469.

On June 2,2014, J.P., a Director of National Accounts at Teva, sent an internal e-

mail stating

Patel replied,

Later that morning, Green called Rekenthaler. The call lasted two (2) minutes. Green then
called Patel and they spoke for nearly six (6) minutes.

470.

On June 5,2014, J.P. sent an intemal e-mail regarding

stating
J.P. also

entered the loss in Teva's internal database

- Delphi -

and noted that the reason for the

concesslon was

471.

On June 28,2074,Lydus formally launched Niacin ER and published WAC

pricing that matched the per-unit cost for both Teva and Lupin.

iv.

Etodolac Extended Release

472. Etodolac Extended Release ("Etodolac ER") is a nonsteroidal anti-inflammatory
drug that is used to treat symptoms ofjuvenile arthritis, rheumatoid arthritis, and osteoarthritis.

131

473.
Taro were the

Prior to Zydus' enhy into the Etodolac ER market, Defendant Teva and Defendant

o

generic suppliers of the product. As described in detail in Section

in

colluded to significantlyraise the price of Etodolac ER

Date

Direction

Name

Call

Volce

t 2013.

Contact Name

Kevin

Nlsha

Kevin

Voice
Voice
Volce
Volce
Text

Text
Text
Text
Voice
Text

Nlsha
Nisha
Nlsha
Nisha

Ara

Nlsha

An

Nisha
Patel, Nisha

Ara
Ara

Patel, Nisha

Ara

Nlsha
Nisha

A¡a
Ara

NIsha

Voice
Volce

Voiæ

Green, Kevln
Kevin
Kevln
Nlsha

Ara

Text
Volæ

Voice

lncomi

Patel, N¡sha (Teva)

Ara

Nisha
Gree

Kevln

Kevln
Kevin

NIsha
Nisha

Kevln

Nlsha

475. On May 14,2014,

da

- a wholesaler

ctutomer of Teva

-

notified Teva that

Zydus had suburitted a bid for its Etodolac ER business. That saure day, Patel excha¡rged eight
(8) text messâges and had a foru (4) minute call with Apraharnian. The uext day, on May 15,
2014, Green called Patel aud they spoke for

twe
t32

(20) rninutes.

476.

On May 20,2014, Defendant Green called Defendant Patel and they spoke for

four (4) minutes. That same day, K.R., a senior sales executive at Zydus, also exchanged two (2)
text messages and had a 39-second call with Defendant Maureen Cavanaugh of Teva. The next
day

- May 21,2014 - Defendant

Green called Defendant Patel again and they spoke for twenty-

eight (28) minutes. That same day, K.R. of Zydus and Defendant Cavanaugh of Teva exchanged

four (4) text messages.

477. The next day, on ,}/ay 22,2014, T.S., Senior Analyst,

Strategic Support at Teva,

sent an internal e-mail to certain Teva employees, including Defendant Patel, stating:

I

Patel

responded:

478,

Similarly, on June 27,2014, Econdisc, a Teva GPO customer, notif,red Teva that it

had received a competitive offer for its Etodolac ER business. Later that day, Patel spoke with

Defendant Aprahamian at Taro for fourteen (14) minutes.

479.

On July 2,2074, Patel called Green and left a four-second voicemail. The next

day, on July 3, 2014, Patel sent an internal e-mail advising that

Later that

day, Teva told Econdisc that it was unable to lower its pricing to retain the business.

480.

When Patel's supervisor, K.G., learned that Teva had lost the Econdisc business,

he sent an internal e-mail asking

Patel

K.G. replied,
l.

Teva/Glenmark

133

responded,l

i.

each

Moexipril llydrochloride T¡blets

intain their "fair share."

iness:

Defendant Rekenthaler forwarded the e-mail only to Defendant Patel because he was aware that
she had been the person at Teva who had been colluding

t34

with Glemralk^

484.

Five

(5)

es after receiviug the e-mail frorn Defendant Rekenthaler,

Defendant Patel responded:

ü.
487.

I)esogestrel/Ethinyl Estradiol Tablets (Kariva)

DesogeshelÆthinyl Eshadiol ("Kariva") is a combiuationpill containing two

honnones: progestin and eshogen. This medication is an oral conhaceptive. Defendant

I35

Glenurark rnarkets this dnrg rurder the narne Viorcle, wlúle Defendaut Teva markets the drug

eutered the nrarket for Kariva 0. l5mg/0.02rn9 tablets

on

nl 4, 2012.

lix.

Name

Date

sltsl2ot4
5ltsl20t4

Volce
Voice
Volce
Voice
Volce
Voice

Pate
Pate

Nisha
Nlsha
Nlsha
Nisha
Nlsha

Directi

fime

Contact Name

Grauso,Jim(Glenmaù) 1t¡!&15
11¡47:03

J.C.

Incomlng

Jim
Jim
Jim

Nísha

originally proposed re-bid price of $76.14 -

8rown, Jim (Glenmark)

v

üL21:ü)
13:37:(E

ti!:37:31
13:5û15

p¡uaranteeing that the business would be

awa¡ded to Glerunark.

üi.
491.

Gabapentin Tablets

Gabapentin, also known by the brand name Netuontin, is part of a class of drugs

called anticouvulsants. The medication is used to treat epilepsy and neuopathic pain. Glenmark
entered the rnarket for Gabapentin 800rng and 600mg tablets on
136

April 1,2006.

492.

On October 13 and 14,2014, Defendant Patel attended the Annual Meeting of the

Pharmaceutical Care Management Association ("PCMA") in Rancho Palos Verdes, California,
along with a number of Teva's competitors. The PCMA described its Annual Meeting

493.

urI

Shortly after returning from that meeting, during the morning of October 15,

2014,Defendant Patel informed colleagues at Teva that Glenmark would be taking a price
increase on Gabapentin, and suggested that this would be a great opportunity to pick up some

market share. The Glenmark increase had not yet been made public, and would not be effective

untilNovember 13, 2014. Nonetheless, Patel informed her colleagues in an e-mail that same day
that there would be a WAC increase by Glenmark effective November 13, and that she had
already been able to obtain certain contract price points that Glenmark would be charging to

distributors. At around the time she sent the e-mail, Defendant Patel exchanged two (2) text
messages

with Defendant Brown of Glenmark.

494.

Having relatively little market share for Gabapentin, Teva discussed whether it

should use the Glenmark price increase as an opportunity to pick up some market share. Over
the next several weeks, Teva did pick up

to be more in line with fair share

principles, but cautioned internally that it did not

I
j.

Teva/Lannett

137

i.

The rnessage was sent at I l:

Baclofen

l6em. At

I

l:30

, Defendant Patel called Defendant Sullivan and

they spoke for seven (7) minutes. This was the first phoue conversation between Sullivan aud
Patel since Patel had joined Teva in

April20l3. Duing

138

the conversation, Defendant Sullivan

follow-up message through Facebook Messenger later that aftemoon, Sullivan coufulred:

es.

colleague:
at saure

S

da¡

responded:

e ct¡storrer asked whether Teva wanted to exercise its

rigût of first refirsal (i.e., offer

sligbtly below Teva's price, Teva declined to bid. Defendant Patel specifically agreed with the
decision to concede, stating

Teva's intemal tracking datal¡ase noted

that the custourer had beeu conceded to a

139

501.

Teva had significantly increased its price for Baclofen in April 2014 (following an

Upsher-Smith price increase), and was able to maintain those prices even after Lannett entered
the market a few months later. In fact, when Lannett entered the market it came in at the exact
same WAC price as Teva.

k.

Teva/Amneal

i.
502.

Norethindrone Acetate

Norethindrone Acetate, also known by the brand name Primolut-Nor among

others, is a female hormone used to treat endometriosis, uterine bleeding caused by abnormal
hormone levels, and secondary amenorrhea.

503.

On September 9, 2014, a customer approached Teva asking if Teva would lower

its pricing on certain drugs, including Norethindrone Acetate. One of Teva's competitors for

Norethindrone Acetate was Defendant Amneal. The same day, Defendant Patel received phone
calls from two different Amneal employees

-

S.R.(2), a senior sales executive (call lasting more

than three (3) minutes), and S.R.(1), a senior sales and finance executive (almost twenty-five
(25) minutes). These were the first calls Defendant Patel had with either S.R.(l) or S.R.(2) since
she

joined Teva in April20l3. That same day, S.R.(1) also spoke severaltimes with Defendant

Jim Brown, Vice President of Sales at Glenmark

- the only other competitor in the market for

Norethindrone Acetate.

504.

After speaking with the two Amneal executives, Teva refused to significantly

reduce its price to the customer; instead providing only a nominal reduction so as not to disrupt
the market. At that time, market share was almost evenly split between the three competitors.

When discussing it later, Defendant Patel acknowledged internally that Teva
the customer based on its understanding

140

hadf

at

By bidding high and not taking the business from Amneal, in
anticipation of a future price increase, Teva reinforced the fair share understanding among the
competitors in the market.

l.

Teva/Dr. Reddy's

i.
505.

Oxaprozin

Oxaprozin, also known by the brand name Daypro, is a non-steroidal anti-

inflammatory drug (NSAID) indicated for the treatment of signs and symptoms of osteoarthritis
and rheumatoid arthritis.

506.

In early 2013,Dr. Reddy's began having internal discussions about re-launching

Oxaprozin in June of that year. In March 2013
market

-

- when Teva was still the sole generic in the

the plan was to target one large chain and one large wholesaler in order to obtain at

least 30% market share. Two months later, in May 2013,Dr. Reddy's adjusted its market share

expectations down to 20Yo after Greenstone and Sandoz both re-launched Oxaprozin.

507.

On June 13,2013, members of the Dr. Reddy's sales force met for an

to

508.
as

Dr. Reddy's re-launched Oxaprozin on June 27,2073 with the same WAC price

Teva. At the time, Teva had 60Yo market share. Dr. Reddy's alrnost immediately got the

Oxaprozin business at two customers, Keysource and Premier. Dr. Reddy's also challenged for
Teva's business at McKesson, but Teva reduced its price to retain that significant customer.

509.

Eager to obtain alarge customer, Dr. Reddy's turned its sights to Walgreens. At a

July l, 2013 sales and marketing meeting, there was an internal discussion among Dr. Reddy's
employees about

at Walgreens.

141

Within

a week,

Dr. Reddy's employees had learned that Teva would defend the Walgreens

business and recognizedthatthey would have to

510.

to obtain that customer.

Dr. Reddy's did bid aggressively at Walgreens. On or around July 14, 2013,

Walgreens informed Defendant Green, then a National Account Director at Teva, that Dr.

Reddy's had made an unsolicited bid for the Oxaprozin business, at a price of roughly half of
Teva's current price. Per Defendant Green, Walgreens did not

5

I

1

.

While the Dr. Reddy's offer to Walgreens was still pending

J.A. of Dr. Reddy's called Defendant Green. That phone call

two individuals that is identified in the phone records

512.

-

-

- on July 23,2013 -

the only one ever between the

lasted for nearly five (5) minutes.

Two days later, Defendant Green noted that
Green also warned, however,

that

if reva decided to defend

and keep walgreens' business, Dr. Reddy's

- meaning Dr. Reddy's would

will!

continue to offer unsolicited bids to Teva customers

and drive prices down.

513. While deciding whether to match the Dr. Reddy's offer at Walgreens or concede
the business to Dr. Reddy's, Teva engaged in internal discussions about strategy. On Júy 29,
2013, K.G. at Teva suggested the possibility of keeping the Walgreens business, but conceding
Teva's next largest customer for Oxaprozin

- Econdisc - to Dr. Reddy's.

Eager to avoid any

further price erosion from the Dr. Reddy's entry, Defendant Rekenthaler immediately asked
Defendant Patel to

I

Rekenthaler's goal was to identify customers other than Walgreens that Teva could

concede to Dr. Reddy's in order to satisfy its market share goals.

142

514. At 12:33pm that day, Defendant

Patel asked a colleague to

It was typical at Teva to run this type of report
before negotiating market share with a competitor. At2.20pm, that colleague provided the

information to Defendant Patel, copying Defendant Rekenthaler and K.G. With this information
in hand, less than an hour later Defendant Rekenthaler placed a call to T.W., a Senior Director of
National Accounts at Dr. Reddy's. The call lasted two (2) minutes, and was their only telephone
conversation in 2013.

515.

After having this conversation with T.W., Teva decided to maintain the

Walgreens business, but concede the Econdisc business to Dr. Reddy's. Teva conceded the
Econdisc business on August

7

,2013. Defendant Green listed

ln

Teva's Delphi database as the reason for conceding the business to Dr. Reddy's.

516.

By September 10, 2013, Dr. Reddy's had achieved its goal of obtaining20Yo

share of the Oxaprozin market.

At that time, its customers included Econdisc, Keysource, and

Premier.

ii.
517

.

Paricalcitol

Paricalcitol, also known by the brand name Zemplar, is used to treat and prevent

high levels of parathyroid hormone in patients with long-term kidney disease.

518.

Teva entered the market for Paricalcitol on September 30,2013 as the fìrst-to-file

generic, and had 180 days of generic exclusivity.

519.

Following its period of exclusivity, Teva's

but
As discussed more fully above in Section IV.C.1.h.ii, during March and

April2014, Teva coordinated with and conceded several customers to Zydus,

143

as Zydus was

entering the market for Paricalcitol. By mid-April 2074,Teva

to Zydus.

520.

By May 2014,Dr. Reddy's started preparing to enter the Paricalcitol market. On

May l, 2014, T.W. of Dr. Reddy's spoke with Defendant Rekenthaler of Teva for nearly eleven
(11) minutes.

521.

At

a May 20 sales and marketing team meeting, the Dr. Reddy's sales force was

instructed to find out which customers were currently purchasing Paricalcitol from which
manufacturers, and their prices. Dr. Reddy's was targeting a20%o market share. At the time,

Teva's share was 73oá.

522. On June 10,2014 - as Dr. Reddy's was starting to approach certain customers including a large retail pharmacy customer ("The Pharmacy")

-

Defendant Patel spoke with

V.8., the Vice President of Sales for North American Generics at Dr. Reddy's, several times. At
8:5Oam, Patel called

V.B. and left a voicemail. V.B. returned the call at 9: l8am, and the two

spoke for more than ten (10) minutes. Later that day, at2:46pm, Dr. Reddy's provided The
Pharmacy with a market share report for Paricalcitol indicating that Teva was the market leader
at 60Yo share.

I

A representative of The Pharmacy responded that it

Shortly after this e-mail exchange, at3:2lpm,V.B. called Defendant Patel again and the

two spoke for nearly nine (9) minutes.

523.

By June 19,2074, Dr. Reddy's had made offers to Omnicare, Cardinal, ABC, and

The Pharmacy. The internal plan was that

if The Pharmacy declined, then Dr. Reddy's would

make an offer to CVS. That same day, Teva agreed to concede its Paricalcitol business at
Omnicare, dropping its market sharcby

3o/o.

144

524.

Teva also sûategically couceded what reurained of its Cardinal business (it had

previously conceded some of that business to Zydus). After
approached Teva and askecl

rvhe

recei

g Dr. Reddy's bid, Cardinal

Teva would bid to retain the foul mcg

pofion of the

K.G.

Relati

C

a

ed.

:

al.

challenge,

Teva

Rekenthaler

re

loyees noted that Dr. Reddy's was

and

ed:

Despite the pricing challeuge, Teva retained the ABC Paricalcitol business. As ABC explained
to Dr. Reddy's,

l4_5

526,

Dr. Reddy's formally launched Paricalcitol on June 24,2014. On or around that

date, it sent offers to, inter alia, Winn-Dixie, Giant Eagle, and Schnucks. On June 26,2014,

Teva's K.G. told Defendant Patel that he was
to Dr. Reddy's

527. Winn-Dixie

informed Teva that it had received a competing offer for Paricalcitol

from Dr. Reddy's. Defendant Patel recommended that Teva concede the business. Teva did,
and

Winn-Dixie informed Dr. Reddy's that it had won its Paricalcitol business on July 9,2074.

528.

Giant Eagle informed Teva that it had received a competing offer on Paricalcitol

on July 10,2014. That same day, V.B. of Dr. Reddy's called Defendant Patel and the two spoke

for more than twelve (12) minutes. Shortly after getting off the phone with V.8., Patel
responded to a question from a colleague regarding an RFP to another supermarket chain. One

of the potential bid items was Paricalcitrol. Patel directed her colleague to

Her colleague responded:

529.

on Paricalcitol.

The next day, Teva conceded the Giant Eagle business to Dr. Reddy's. S.8., a

Teva Strategic Customer Analyst, wrote in an internal e-mail,

Giant Eagle accepted Dr. Reddy's proposal
the next day.

530.

After receiving an offer from Dr. Reddy's, Schnucks also asked Teva for reduced

pricing in order to retain the business. Teva decided internally to concede Paricalcitol at
Schnucks

In order to create the

appearance of competition with this customer, Teva engaged in what Defendant Patel referred to
AS

by which it offered Schnucks an inflated price (cover bid) for Paricalcitol to

146

enstue that Teva did not win the business. Indeed, Schntrcks

was

that it ruoved to Dr. Reddy's the same day it received Teva's

offer. Wheu Defendaut Patel

by Teva's price

with recently):

for Paricalcitol, and that Teva would need to subrnit its best bid in order to retai¡r
Teva initially decided to concede the One

S

the

iuess.

portion of McKesson's busi¡ress only, while

Patel

fi.rther added that Teva had

a¡rd

that

4:Z0pmand left a message. V.B. reftuued the call on Monday mouring, and the two spoke
more tlran

fou

(4)

nutes. They spoke again the next moming, July 22,2014, for urore than six

(6) rninutes. Dtuing these calls, Defendant Patel aud V.B. agleed that Dr. Reddy's would stop
courpeting for additional ruarket shale (and driving price dowu fruther)

if Teva

conceded all

of

its McKesson business (One Stop and Rite Aid) to Dr. Reddy's. hrdeed, Dr'. Reddy's confuned

t47

to McKesson (that same day) that it

- meaning

it would not compete

for additional business because it had attained its fair share. McKesson passed this information
along to Teva on July 22.

533.
business

-

The next day, July 23,2074, Teva decided to concede its entire McKesson

both RiteAid and One Stop

-

to Dr. Reddy's. In making this decision, Defendant

Patel noted: In its Delphi database, Teva noted that the McKesson Paricalcitol business had been
conceded to a

After the fact, former customer McKesson

informed Teva that Dr. Reddy's had been

I
534.

By early August 2014,Dr. Reddy's had attained 15-16% of the total Paricalcitol

market, which it decided

-

pursuant to its understanding with Teva

I
2.
535.

-

it would

Taking The Overarching Conspiracy To A New Level: Price Fixing
(2012-20ts)

As evident from the many examples above, by 2012 the overarching "fair share"

conspiracy was well established in the industry, including among the Defendants. Generic
manufacturers replaced competition with coordination in order to maintain their fair share of a

given generic drug market and avoid price erosion. The structure and inner workings of the
agreement were well understood and adopted throughout the industry.

536.

Around this time, however, manufacturers began to focus more on price increases

than they had in the past. They were no longer satisfied to simply maintain stable prices

-

there

was a concerted effort by many in the industry to significantly raise prices. Manufacturers
started communicating with each other about those increases with greater and greater frequency.

148

537.

A troubling pattern began to emerge. Starting sometime in2012 or even earlier,

and continuing for several years, competitors would systematically communicate with each other
as

they were identifying opportunities and planning new price increases, and then again shortly

before or at the time of each increase. The purpose of these communications was not only to
secure an agreement to raise prices, but also to reinforce the essential tenet underlying the fair
share agreement

-

i.e., that they would not punish a competitor for leading a price increase, or

steal a competitor's market share on an increase. There was an understanding among many
these generic drug manufacturers
be quickly followed; but even

-

including the Defendants

-

of

that a competitor's price increase

if it could not, the overarching conspiracy

dictated that the

competitors who had not increased their prices would, at a minimum, not seek to take advantage

of a competitor's price increase by increasing their own market share (unless they had less than

"fair share").

538.

It is important to note that generic drug manufacturers could not always follow

competitor's price increase quickly. Various business reasons

-

including supply disruptions or

contractual price protection terms with certain customers that would result in the payment

significant penalties

a

- could cause such delays. In those instances

of

when a co-conspirator

manufacturer delayed following a price increase, the underlying fair share understanding
operated as a safety net to ensure that the competitor not seek to take advantage of a competitor's

price increase by stealing market share.

t49

^.
539.

Effective July

Teva July 31,2012 Price Increase
3I

, 2012, Teva increased pricing on a ¡rurnber of different dnrgs.

Many were drugs where Teva was exclusive, but several of ther¡r were

co

dnrgs

etition, including the following:2
Drug

Competltors

Buspirone Hydrochloride Tablets
Estradiol Tablets
Labetalol HCI Tablets
Loperamide HCL Capsules
M imvey (Estradiol/Noreth) Tablets

Mylan (29.5%l; Watson 123.5oÁl
Mylan (26.7%); Watson (t6.4%l
Sandoz (61. ); Watson (10%)
Mylan (67%)
Breckenridge 166.2%l

NadololTablets
Nitrofu rantoin MAC Capsules

Mylan

Tamoxifen Citrate Tablets

My

Before raising prices on

we

ere Teva faced

( 9.8%l; Sandoz (1O.3%l

Mylan (a53%); Alvogen (7.9%l
I

a

n (22.20/"1; Watso n lLO.3o/ol

these gs, Teva coordinated

each of these price increases with its

leading up to the price increase. For example:
a

rtes);
a

on July
o

ll^2012 (2 calls: I and 9

es);

Defendant Green spoke to CW-2 at Sandoz ou July 29.2012 (2 calls:2
aüd 4 nrinutes) and July 31, 2Ol2 (6 minutes).

Ê@gZ:

Breckenridse: Defendant Rekenthaler spoke to D.N. a senior

sales executive at

Brecke¡rridge on July l7 ,2012 (4 minutes);

2 Watsou Phannaceuticals.
Inc. ("Watson"), acquired Actavis i¡r or about October 2012. T\e
two courpanies operated as a sin€ile eutity, albeit under separate ü¿unes, urtil January 2013, when
Watson annoturced that ìt had adopted Actavis, Inc. as its new global naure. [See

actavis-incl
150

a

¡\!ypg:

540.

Teva continued to coordinate with these competitors on these drugs even after

Defendant Green had several calls with Defendant Nesta at Mylan
(noted above) on July 31,2012. After some of those calls between Green and
Nesta on July 31, Defendant Nesta called 8.H., a senior sales and marketing
executive at Alvogen.

July 3I,2072. Examples of this coordination with respect to specific drugs are discussed in
more detail below.

i.
541.

Nadolol

As early as 2012, Teva was speaking to competitors about the drug Nadolol.

Nadolol, also known by the brand name Corgard, is a "beta blocker" which is used to
treat high blood pressure, reducing the risk ofstroke and heart attack. It can also be used to treat
chest pain (angina).

542.

In2012 and2013, Teva's only competitors for Nadolol were Mylan and Sandoz.

All three companies experienced supply problems of some sort during that time period, but they
were in continuous communication to coordinate pricing and market allocation in order to

maintain market stability. Nadolol was a high volume drug and one of the most profitable drugs
where Teva, Mylan and Sandoz overlapped, so it was very important that they maintain their

coordination.

543.

Teva's relationships with Mylan and Sandoz are discussed more fully below, but

by 2012 an anticompetitive understanding among those companies was firmly entrenched.

544.
increase

-

Teva raised its price on Nadolol on July 31,2012. In the days leading up to that

- following a pattern that would become routine and systematic

over the following years

Defendant Kevin Green, at the time in the sales department at Teva, was in frequent

communication with executives at both Sandoz and Mylan. Green spoke to CW-2 from Sandoz
twice on JuIy 29 , 2012, and again on the day of the price increase, July 3l , 2012. Similarly,
151

Defendant Green was communicating with Defendant Nesta of Mylan often in the days leading
up to the increase, including five (5) calls on the day of the price increase.

545.
staggering

Sandoz followed

with its own increase on August27,2012. The increases were

- varying from 7 46%o to 2,7 62%o depending

on the formulation. The day before the

Sandoz increase, Defendant Armando Kellum, then the Senior Director of Pricing and Contracts
at Sandoz, called Defendant Green. They had also spoken once earlier in the month, shortly after
the Teva increase. CW-2 also called Green twice on August 21,2012

-

the same day that

Sandoz requested approval from its Pricing Committee to raise the Nadolol price. The day after
the Sandoz increase, Defendant Green
and Mylan

- called

546.

-

acting as the conduit of information between Sandoz

Nesta of Mylan twice, with one call lasting fourteen (14) minutes.

Mylan, which returned to the market after a brief supply disruption, followed and

matched the Teva and Sandoz increases on January 4,2013. In what had become a routine
component of the scheme, the day before the Mylan increase Nesta spoke to Green four (4)

times. The next day, Defendant Green conveyed the information he had learned from Defendant
Nesta directly to his counterpart at Sandoz. On January 4,2013

- Defendant

-

the day of the Mylan increase

Green called Defendant Kellum twice in the morning, including a six (6) minute call

at9:43am. Shortly after hanging up with Green, Kellum reported internally on what he had
learned

- but concealing the true source of the information - a convention that was frequently

employed by many Sandoz executives to avoid documentation of their coveft communications

with competitors:

t52

Nadolol for approximately the last l5 years. In or about 2004, that individual paid betwee¡r $10
and S20 in out-of-pocket costs for a 90-day supply of Nadolol. Today, that same 90day supply

of Nadolol would cost the complaiuant re than $500.

550.

As discussed more ftilly below, Teva coutinued to conspire with Mylan and

Saudoz al¡out Nadolol and many other dnrgs tluoughout 2013 and ùrto the fuhue.

t53

ii.
551.

Labetslol

Labetalol, also known by brrud naures such as Nonnodyue and Traudate, is a

rnedication tued to treat higfr blood pressuÍe. Labetalol, like Nadolol, is in a class of drugs called

flow ald decrease blood press

that

Teva

s

ld co¡rsider

in order to retain its rnarket sha¡e.

T.C. of Teva apreed:

554.
Watson

Defendant Rekenthaler was not satisfied" however. In order to confum that

s also

still couunitted to rnaintai¡r high pricing on Labetalol, Defendant Rekeuthaler

called and spoke to 4.S., a se¡rior sales executive at Watson, four (a) times on October 18,2012

üi.
555.

Nitrofurantoin MAC Capsules

Nitroñu'antoin Macrocrystal, also known by the brand name Macrodantin, is

ruedicatiou used to heat certain uinary tract infections.

154

a

556.

Teva's July 31, 2012 pnce increase on

9Ù-95o/o depeuding on the dosage a¡rd

coo

Nitrofru'

oin Macrocrystal was between

formulation. After that increase, Teva continued to

nate with Mylan and Alvogen to maiutain those higû prices.

Mylan and 8.H., his

c

b.

erpart at Alvogen.

At l0:0lanr,

Green called Nesta and the two spoke

Increasing Prices Before A New Competitor Enters The
Market: Budesonide Inhnlation Suspension (February - April
201s)

Respules, is a medication used to conhol and prevent s5mrptorns caused by asthma. It belongs to
a class

of drugs called corticosteroids, and works directly in the lungs to make breathing easier

by reducing the irritation and swelling of the airways.

155

559.

As of February 2013, Teva was the only company in the market for generic

Budesonide Inhalation Suspension. Teva knew, however, that a potential legal action

challenging the validity of the patent on the brand drug could allow additional competition into
the generic market shortly. So before any additional competition could enter the market,

effective February 8,2013, Teva raised the WAC price for its Budesonide Inhalation Suspension
by 9o/o. Although a very modest increase in percentage terms, the

9o/o

price increase added $51

million to Teva's annual revenues.

560. On April 1,2013, Actavis

won a legal challenge in federal district court against

the brand manufacturer declaring the patent for the brand drug, Pulmicort Respules, invalid.

Actavis immediately began planning to launch the product "at risk," which is when a generic
manufacturer puts the product on the market before all appeals in the patent lawsuit are formally
resolved and there is still a risk that the new generic entrant might ultimately be found to violate
the patent. That same day, Defendant David Rekenthaler of Teva called his counterpart at

Actavis, A.B.

-

a senior sales and marketing executive

-

and they spoke for two (2) minutes,

This was the first-ever phone call between them based on the phone records produced.

561.

The next day,

April 2,2013, Defendant Rekenthaler

spoke to A.B two (2) more

times, including one call lasting eight (8) minutes. Actavis then immediately began shipping the

product. Instead of competing to obtain market share as a new entrant, however, Actavis entered
the market with the exact same WAC price as Teva. Indeed, when Teva inquired of a customer
that same day to confirm Actavis's pricing, Teva was informed by the customer that Actavis's

prlclng was

562.

At

some point thereafter, further legal action from the brand manufacturer

prevented Actavis from permanently entering the market, but in the interim Teva was able to

156

continue to charge the agreed-upon prices. In addition, once Actavis entered the market in2015,
Teva immediately conceded customers to Actavis in accordance with the fair share agreement

-

after calls between Rekenthaler and Defendant Falkin, by then a Vice President at Actavis. See
Section IV.C.1 .e.v ., supra..

c.
563.

Early 2013: Teva's Generics Business Struggles

Despite Teva's initial attempts to increase its revenues through price increases in

2012 and early 2073, its generic business was struggling as of early 2013. Throughout the first
quarter of 2013, Teva realized it needed to do something drastic to increase profitability. On
|l4ay 2,2073,Teva publicly announced disappointing first quarter 2013 results. Among other

things: (1) net income was down
4%o; and

260/o compared to the

(3) generic sales declinedby

564.

prior year; (2) total net sales were down

7%o.

By this time, Teva had already started to consider new options to increase its

profitability, including more product price increases. Over the next several years, Teva
embarked on an aggressive plan to conspire with its competitors to increase and sustain price on

many generic drugs

- completely turning around the company's

ts7

fortunes.

d.
565.

April 20132 Teva Hires Defendant Nisha Patel

In April 2013,Tevatook a major step toward implementing more significant price

increases by hiring Defendant Nisha Patel as its Director of Strategic Customer Marketing. In

that position, her job responsibilities included, among other things: (1) serving as the interface
between the marketing (pricing) department and the sales force teams to develop customer
programs; (2) establishing pricing strategies for new product launches and in-line product

opportunities; and (3) overseeing the customer bid process and product pricing administration at
Teva.

566.

Most importantly, she was responsible for

-

in her own words

-I

In that role, Patel had 9-10 direct reports in the pricing
department at Teva. One of Patel's primary job goals was to effectuate price increases. This was
a significant factor in her performance evaluations and bonus calculations and, as discussed more

fully below, Patel was rewarded handsomely by Teva for doing it.
567

.

Prior to joining Teva, Defendant Patel had worked for eight years at a large drug

wholesaler, ABC, working her way up to Director of Global Generic Sourcing. During her time
at

ABC, Patel had routine interaction with representatives from every major generic drug

manufacturer, and developed and maintained relationships with many of the most important sales
and marketing executives at Teva's competitors.

568. Teva hired Defendant

Patel specifically to identify potential generic drugs for

which Teva could raise prices, and then utilize her relationships to effectuate those price
increases.

ts8

569.

Even before Defendant Patel started at Teva, she was couunturicating with

poteutial frrtu'e competitors about the rnove, and about her uew role. For exaurple, on April2,
2013

-

nearly tluee weeks tlefore Defeudant Patel started at Teva

the Vice President of Sales and Marketing at

Defe

-

Defendant Ala Aprahamian,

t Taro, sent an e-rnail to the Chief

erating Officer ("COO") at Taro stating:

COO responded by saying

several yeals eallier at ABC.

570. Patel's last day at ABC was ril I l, 2013 and she starled at Teva on April 22,

ABC, before she even started at Teva. For exaurple:
Date

4lrU2ot3

Voice
Text
Text
Text
Text
Text
Text

Text

Volce
Text

Name
Patel, N¡sha (Teva)
Patel, Nisha

Direction
lncoming

CW-l(Sandoz)

(Teva) Incoming

Patel, N¡sha (Teva)
Nisha
Patel, Nisha (Teva)

Duration

Contacl Name

Outgo¡ng

CW-s
R.T. (Sandoz)

0:ü):00

R.r. (Sando4
B.L(Upsher-Smith)

Nisha
Nisha
Pete

R.T

Nisha

B.L.

0:ü):ü)
0:(tr:(þ
0:ü):ü)
0:û):ü)
0:ü)rü)

cw-1

0:(F:05

Pate Nisha
Patel, NÌsha

9gE9J11g-

.

Incomlng

B.L.

(Teva)

lncoming

Once Defenclant Patel began her eurployrnent at Teva, her cotnrntutications with certain

competitors became uuch urore systernatic aud fr'eqtrelt

- aud focused arourd

malket events

such as price ilcreases, uralket enùy, customer challenges and loss of exclusivity.

571.

When she joined Teva, Defendant Patel's hip¡hest priority was identifying dnrgs

where Teva could effectively raise price without corupetitiou. On May
159

l,

2013, Defendant Patel

began creating an

initial spreadsheet with

a

list o

As part of her

process of identifying candidates for price increases, Patel started to look very closely at Teva's

relationships with its competitors, and also her own relationships with individuals at those

competitors. In a separate tab of the same
ranking Teva's

spreadsheet, Patel began

by assigning companies into several categories,

including

572.

Patel understood

-

and stressed internally at Teva

-

that
Thus, it was

very important for Patel to identify those competitors who were willing to share information
about their price increases in advance, so that Teva would be prepared to follow quickly.

Conversely, it was important for Patel to be able to inform Teva's competitors of Teva's increase
plans so those competitors could also follow quickly. Either way, significant coordination would
be required for price increases to be successful

-

and quality competitors were those who were

more willing to coordinate.

573.

As she was creating the list, Defendant Patel was talking to competitors to

determine their willingness to increase prices and, therefore, where they should be ranked on the

scale. For example, in one of her first conversations with CW-1 after Patel joined Teva, Patel

told CW-1 that she had been hired by Teva to identify drugs where Teva could increase its
prices. She asked CW-l how Sandoz handled price increases. CW-1 told Patel that Sandoz
would follow Teva's price increases and, importantly, would not poach Teva's customers after
Teva increased. Not surprisingly, Sandoz was one of Teva's highest "quality" competitors. Patel
and Teva based many price increase (and market allocation) decisions on this understanding with
Sandoz over the next several years.

160

574.

It is iurportant to note that Defe¡rdant Patel had several different ways of

comnruricating with courpetitors. Tluoupilrout this Conrplaint, you will see references to various
phone calls rud text messages that she was exchanging with

co

etitors. But she also

Patel.

Date

Call Typ

Volce
Voice

51u2013 Volce
5|U2OL3 Voice
Voice

Voice

oi reaion$ Contact Name

TarBet Name

Patel, Nlsha

(Teva)

lncomlng

list:

5

0:05:02

cw-5

Nisha

rcon, Rick (Actavlsì
Patel, N¡sha (Teva) Out80ln8
Patel, Nisha (Teva) lncoming CW-S (Glenmark)
Outgo¡ng CW-l(Sandoz)
Nlsha
Nisha (Teva)
Outgoing CW-5(Glenmark)
Patel,

her subordinates directing him to add six (6) different

price increase

Duration

Adapalene Ge[;Nabunetone;

Glenmark

havastatin;

Orü):Gl
0:07:18

tgs to Teva's

idine; Moexipril; and

Moexipril HCTZ. As discussed more fully below, these are all drugs that Gle¡unark eventually
reased prices on two weeks later, ou

May 16, 2013, aud Teva followed with its owu price

increases shortly thereaft er.

161

e.

Ranking I'Quality of Competition" to Identify Price Increase
Candidates

576.

By May 6,2073, Patel had completed her initial ranking of f,rfty-six (56) different

manufacturers in the generic drug market by their "quality." Defendant Patel defined "quality"

by her assessment of the "strength" of a competitor as a leader or follower for price increases.
Ranking was done numerically, from a i3 ranking for the "highest quality" competitor to a -3
ranking for the "lowest quality" competitor. The top ranked competitors at that time included the

following companies:

The lowest ranked competitors were

577.

Defendant Patel created a formula, which heavily weighted those numerical

ratings assigned to each competitor based on their "quality," combined with a numerical score
based on the number of competitors in the market and certain other factors including whether

Teva would be leading or following the price increase. According to her formula, the best
possible candidate for a price increase (aside from a drug where Teva was exclusive) would be a

drug where there was only one other competitor in the market, which would be leading an
increase, and where the competitor was the highest "quality." Conversely, a Teva price increase

in drug market with several "low quality" competitors would not be a good candidate due to the

t62

potential that low quality competitors might not follow Teva's price increase and instead use the
opportunity to steal Teva's market share.

578.

Notably, the companies with the highest rankings at this time were companies

with whom Patel and other executives within Teva had significant relationships. Some of the
notable relationships are discussed in more detail below.

i.
579.

The "High Quality" Competitor Relationships

The highest quality competitors in Defendant Patel's rankings were competitors

where Teva had agreements to lead and follow each others'price increases. The agreements and
understandings regarding price increases were what made each of those competitors a high

quality competitor. As part of their understandings, those competitors also agreed that they
would not seek to compete for market share after a Teva price increase.

a)
580.

Mylan (+3)

Mylan was Teva's highest-ranked competitor by "quality." The relationship

between these two competitors was longstanding, and deeply engrained. It survived changes in
personnel over time, and pre-dated Defendant Patel's creation of the quality competitor rankings.
5

8l

.

Defendant Kevin Green, who was employed by Teva beginning in 2006 through

late October 2013, first began communicating with Defendant Jim Nesta of Mylan by telephone
on February 21,2072. From that time until the time that Defendant Green left Teva, Defendants
Green and Nesta were in almost constant communication, speaking by phone at least 392 times,
and exchanging at least twelve (12) text messages

-

including at or around every significant

price increase taken by either company. This amounts to an average of nearly one call or text
message every business day during this period.

t63

582.

Shortly after Defendant Patel started her employment at Teva, she called

Defendant Nesta on May 10,2013 and the two spoke for over five (5) minutes. Because
Defendant Green had already established a relationship with Mylan, Patel did not need to speak

directly with Defendant Nesta very often. Typically, Patel would e-mail Green and ask him to
obtain market intelligence about certain Mylan drugs; Green would then speak to Nesta
about a long list of drugs

-

often

- and report his findings back to Patel. Several examples of these

communications are outlined more fully in various sections below.
5

83.

When Defendant Green left Teva to

join Zydus in late October 2073, the

institutional relationship and understanding between Teva and Mylan remained strong.
Defendant Rekenthaler promptly took over the role of communicating with Defendant Nesta.

Starting in December 2013, through the time that Defendant Rekenthaler left Teva in April,
2015, Rekenthaler spoke to Nesta 100 times. Prior to Defendant Green leaving Teva in late-

October 2013, Defendants Rekenthaler and Nesta had only spoken by phone once, more than a
year earlier in2012.

584. The relationship between Teva and Mylan even pre-dated the relationship
between Defendants Green and Nesta. For example, between January I,2010 and October 26,
2011, R.C., a senior executive at Teva, communicated with R.P., a senior executive counterpart
at Mylan, by phone or text at least 135

times. The pace of communications between the two

companies slowed dramatically in November 2071 after R.C. left Teva and before Green began

communicating with Nesta

-

but continued nevertheless as needed during that time through

communications between Defendant Rekenthaler and R.P. at Mylan.

164

b)
585.

Watson/Actavis (+3)

Actavis was Teva's next highest quality competitor by ranking. Defendant Patel

with several executives at Actavis, including Defendant Rogerson, the

had strong relationships

Executive Director of Pricing and Business Analytics, and 4.8., a senior sales executive at

Actavis. Defendant Rekenthaler also communicated frequently with 4.S.,
executive at Watson

586.

-

a

a senior sales

relationship that pre-dated Defendant Patel joining Teva.

Defendant Patel contacted A.B. shortly after she started her employment at Teva,

as she was creating the

quality competitor rankings. She called him on April 30, 2013, and the

two exchanged several text messages the next day, May 1, 2013. But as detailed herein,
Defendant Patel communicated on a more frequent basis with Defendant Rogerson, her
counterpart in the pricing department at Actavis. From }i4.ay 2,2013 through November 9,2015,
Patel spoke and/or texted with Rogerson 157 times, including calls at or around every significant

price increase taken by the respective companies.

587.

In August 2013, Defendant Marc Falkin joined Actavis and the relationship

between Teva and Actavis grew stronger through his communications with Defendant

Rekenthaler. From August 7 , 2013 through the date that Rekenthaler left Teva in April, 20 1 5,
Rekenthaler and Falkin communicated by phone or text at least 433 times.

588.

Defendant Maureen Cavanaugh also had a very strong relationship with

Defendant Falkin. The two communicated with great frequency. From August 7,2013 through
the end of May 2016, Defendants Cavanaugh and Falkin spoke or texted with each other 410
times.

165

c)
589.

Sandoz was also considered a top-quality competitor by Teva. Defendant Patel

had a very strong relationship with

590.

Sandoz (+3)

CW-l at Sandoz.

Beginning on April 12,2013

- the day after Defendant

Patel's last day at ABC

-

until August2016, Defendant Patel and CW-1 spoke 185 times by phone, including at or around
every significant price increase taken by either company. As detailed above, in one of her initial
calls with CW-1 after she joined Teva, Defendant Patel asked CW-1 how Sandoz handled price
increases. Defendant Patel explained that she had been hired at Teva to identify products where
Teva could increase prices. CW-1 reassured Defendant Patelthat Sandoz would follow any
Teva price increases on overlapping drugs, and that Sandoz would not poach Teva's customers
after Teva increased price.

591.

Defendants Green and Rekenthaler of Teva also both had a very strong

relationship with C'W-2, who was - attha| time

-

a senior Sandoz

executive. These relationships

pre-dated Defendant Patel joining Teva.

d)
593.

Glenmark (+3)

Glenmark was one of Teva's highest-ranked competitors primarily because

Defendant Patel had very significant relationships with several different individuals at Glenmark,

including CW-5, Defendant Brown and J.C., a sales and marketing executive at Glenmark.

594.

As stated above, Defendant Patel began communicating with CW-5 even before

she began her employment at Teva. Patel was also communicating frequently with both CW-5
and J.C. during the time she created the quality competitor rankings, and agreed to

Glenmark price increases, in ll4lay 2013.

166

follow several

595.

Defendant Patel and CW-5 communicated by phone with great frequency

-

including at or around the time of every significant price increase affecting the two companies

-

until CW-5 left Glenmark in March 2014, at which point their communication ceased for nearly
six (6) months. After CW-5 left Glenmark, Defendant Patel began communicating with
Defendant Brown with much greater frequency to obtain competitively sensitive information

from Glenmark. Defendants Patel and Brown had never spoken by phone before Patel started at
Teva, according to the phone records produced.

e)
596.

Taro (+3)

Taro was highly rated because of Patel's longstanding relationship with the Vice

President of Sales at Taro, Defendant Ara Aprahamian. Defendant Patel had known Defendant

Aprahamian for many years, dating back to when Defendant Patel had started her professional
career as an intern at ABC.

597.

Even though she knew Defendant Aprahamian well, they rarely ever spoke or

texted by phone until Defendant Patel started at Teva. From

April 22,2013 through March

2016, however, Defendants Patel and Aprahamian spoke or texted at least 100 times, including
calls or text messages at or around the time of every significant price increase affecting the
companies during those years.

Ð
598.

LuPin (+2)

Although initially not the highest ranked competitor, Lupin was assigned a high

rating because of Defendant Patel's strong relationship with Defendant David Berthold, the Vice
President of Sales at

Lupin. The relationship between Teva

and Lupin, however, pre-dated

Defendant Patel. Prior to Patel starting at Teva, Defendant Green and others at Teva conspired

directly with Berthold. Several of those examples are discussed above in Section IV.C.1.c.

167

Between January 2012 and October 2013, Defendants Berthold and Green, for example,
communicated by phone 125 times.

599.

From May 6,2013 through April 8, 2014, Defendants Patel and Berthold

communicated by phone 76 times, including at or around the time of every significant drug price
increase where the two companies overlapped.

600.

Demonstrating the strength of the relationship between the two companies, the

price increase coordination continued between Defendants Teva and Lupin even when Defendant
Green had left Teva and when Defendant Patel was out on maternity leave. For example,
discussed more

as

fully below in Section IV.C.2.l.l, in October 2013 Lupin was preparing to

increase its pricing on the drug Cephalexin Oral Suspension. Without Defendants Green or Patel

to communicate with, Defendant Berthold instead communicated with Defendant Rekenthaler
and T.S. of Teva in order to coordinate the price increase.

f.
601.

May 24,2013: The First List of Increase Candidates

Defendant Patel completed and sent her first formal list of recommended price

increases to her supervisor, K.G.,
spreadsheet entitled

on

.}l4ay

24,2013. She sent the list via e-mail, with an attached
The attached list included twelve (12) different drugs

where Defendant Patel recommended that Teva follow a "high quality" competitor's price
increase as soon as possible. The spreadsheet also revealed competitively sensitive information

about future pricing and bidding practices of several of Teva's high quality competitors

-

information that Defendant Patel could have only learned through her discussions with those

competitors. The relevant columns from that spreadsheet are set forth below:

168

even began her

eurployrn

candidates because of

603.

co

at Teva that she would be

identiffing those drugs

as

price increase

cations she had already had with Defendant Aprahamian of Taro.

The following graphic sturunarizes some of the calls related to each of the

169

\ Pr:l ¡:

f ì':'.i'h'i-'r_|

0ir

'':

".

r{¡'t1ììrît

ir ! e't:
{¡1¡
lj

0N¿

i¡-.

604.

price increase

reco

eudations on May 28,2013.

went into effect on July 3,20L3. Defendant Patel went to preat

20t3

May 24,2013. Some illustrative examples of that coordinatíon are set fofih below.

i.
606.

Glenmark

A nuurber of the drugs identified in the

because of a recent Glenmark price increase on

May

170

16,

were targeted

2013. As soon as Defendaut Patel

started at Teva, she began to identify price increase candidates tlu'otrp¡h her conversations with

various sales and marfteting executives at Glenmark, including:

. s!,

4 calls on5/2113 (5:02; 0:06; 7:18 and I l:39), 2 calls on 5/3/13 (l:53 and
0:06); I text rnessage ou 5l3ll3:

o il¡Q. 3 calls ou 5/6/13 (6:45; ZO:M;8:39);2 calls on5l7/13 (7:59

a

l:03);

follow-up e-mail where she identified six diffe

price increase list, inchrding: Adapalene Gel;
and Moexipril

HCTZ. Glenm¿¡¡

seut any notices to

custo

Nabr

tone; Pravastatin; Ranitidine; Moexipril;

had not yet increased price on any of

those

gs, nor had

it

rs i¡rdicating that it would be doing so (aud would not send such

uotices until May 15, 2013).

607.

As the Glenmark price increases were approaching, Defendant Patel took steps to

make stue that Teva did uot urdennine its competitor's action. Druing the rnoming ou May 15,
2013, in auticipation of the Glenrnalk price increases that had not yet beeu irnFlemented or made

public, Defendant Patel instn¡cted her Teva colleagues to alert her of zuryrequests by customers
for pricing relating to eight different Gleuruark dnrgs:

t7t

for nearly six

(6)

es the

uext day, May 16, 2013

- the day of the Glenma¡k

price increases.

Effective that day, Glenrnark increased price ou the following dnrgs where there was au overlap

with Teva: Adapalene GeI; Nabuuretone; Fluconazole Tablets; Ranitidine; Moexipril; Moexipril
HCTZ; Pravastatin; and Ondansehon. Patel also spoke to CV/-5 and J.C. at Glerunark urultiple
tirnes on May 17, 2013.

609.

After the implerueutation of the Glenrn¡¡lç price increases or May

16, 2013, and

before Teva had the opportunity to folloì¡/ those iucreases, Teva was approached by several
custorners lookiug for a lower price. Teva reftrse<l to bid on ur.ost of these solicitations iu order

172

to maintain market stability. When it did provide a customer with a bid, Teva intentionally bid
high so that it would not win the business. As Defendant Patel stated to a Teva colleague when a
large wholesaler approached Teva about bidding on several Glenmark increase drugs:

610. Defendant

I

Patel did not immediately include all of the Glenmark price increase

drugs on Teva's price increase list, however, because certain drugs involved competitors that
were not of the highest "quality." For these drugs, a little more work (and communication) was
required before Patel would feel comfortable moving forward with a price increase.
61

1.

For example, the market for Fluconazole Tablets included Defendant Greenstone

as a competitor (albeit

with relatively low market share) in addition to Teva and Glenmark. As

of Friday }l4.ay 17,2013, Defendant Patel had not yet decided whether Teva should follow the
Glenmark price increase on Fluconazole, fearing that Greenstone might not be a responsible

competitor. In an internal e-mail that day, Patel indicated to colleagues
supervisor, K.G.

-

that she was

-

including her

about Fluconazole in order to

determine next steps. The following Monday, May 20, Patel called R.H., a national account
manager at Greenstone but was unable to connect. Patel was ultimately not able to communicate

with R.H. by phone until May 28,2013 when the two had
next day after speaking to R.H.

- }i4ay 29,2013 -

a

twenty-one (21) minute call. The

Defendant Patel promptly added Fluconazole

to the Teva price increase list.

612.

As discussed more fully below, Teva followed the Glenmark price increase for

Fluconazole Tablets on July 3,2013. That same day, Defendant Patel spoke to R.H. for nearly
sixteen (16) minutes; she also spoke to CW-5 at Glenmark for almost five (5) minutes. The Teva

price increases were a staggering 875% - 1,570yo, depending on the dosage strength. Greenstone

173

then followed with an increase of its own on Au¡¡r.rst 16, 2013. Defeuclant Patel coordinated
those increases with both Glenmalk and Greenstone.

eases

u

Sendoz

614. InherMay24

Gle

s increase

on that drug. In other words, Sandoz

becatse Sa¡rdoz was

would provide cover bids that were too higflr to be success , so that Sandoz would not take its

co

etìtors'market shale even if it did not take its own price increase. Defendalt Patel had

strategy for
to her supervisor, a

strategy:

174

616. Patel continued
prices

for

to coordinate with CW-l and other courpetitors about iucreasing

tgs on the list even aftel she sent

it to K.G. on May 24,2013. For exaurple. at

8:l5am on May 30, 2013, Defeudant Patel spoke to CW-5 at

618.

Gle

e courmunication between Defendant Patel and

ark for nearly twelve (12)

CW-l about sornFetitively

sensitive i¡rt'onuation was consta¡rt and rurelenting during this period. For exarnple, iu June
2013 Teva was
Ou June I

l,

2013, L.R., a Teva marketing represeutative, asked Defendant Patel

whether she was

According to the

rnalketiug representative, Saudoz was also in the market for Isouiazid and had

t75

in January 2013. Defendant Patel responded:

619.
at Saudoz,

The next day

inclu

-

June 12, 2Ol3

-

Patel excha¡rged at least five (5) catls with C'W-l

g those listed below:
Name

Date

Dire

Contact Name

Duration
0:03:20

6l

ü¡

Voice

Nisha
Patel, Nisha (Teva)

about market share she was having with

620.

-1

Patel Nisha

Voice
Volce

C

Later that day, at 3:2lpur,

with specific price points

1

lncoming

-1

I

Defe

she had received from

Patel passed along additional inforuration

CW-l

176

at Sândoz:

üi.
622. De

T¡ro

that

Patel uoted in her May 24, 2013

g

also

623.

Shortly after the phone call with Defeudant Patel,

an intemal request for a report

Defe

nt Aprahaurian made

with specific information about Adapalene Gel i¡r order to

evaluate a potential Taro ilcrease o¡r the drug, including volune andpricing. Defendant

Aprahaurian indicated that the reason for his request was that the

624.

The uext day, May 23,20L3, Defendant Aprahamian directed a Taro eurployee to

implerneut a price increase on Adapalene Gel:
177

g.

July3,2013Pricefncresses

but several
others had been added in the

iuterim. Patel scheduled

a

c

reuce call for the day before the

price increases to discuss those increases with menrbers of Teva's sales andpricing departments:

178

Following the now-established pattem, Defenda¡rts
corupetitor in

the

Patel

or Greeu spoke to every important

s and weeks leading up to the Jtrly 3, 2013 Teva price increase to coordinate

the increases and reiterate the understmding already in place with those competitors.

626.

The following gaphic details soure of the calls between Teva representatives and

Teva's courpetitors in the days aud weeks leading up to the July 3, 2013 price increase; color
coded to show the calls with specific competitors relating to each drug:

179

Mylan:
On 6,i 26, crÊen ;nd \e5ìò:pe¡k ior
nn- hnr¡r Ànl l5 !Þ.nnrls 4., ñ/)7.

llrÊy sJedk turcE (1:03 òri 4:10)i
,riiÉr ihe ser-rrìd (¿il, breet
|--etei ¿tel/ c¡l s p¿lel arrj 5D:.ì\5
for 3:27 or 6,/25, GrÉen ànci iiesi¿
sfcdi' 0r 3 il dl lC i9.irìì Gr?rr'
15 \Þ::ð o1 7,,2. bli 15 Jrì.rb ¿ iD
rcrneC, N:stò -ei!m5 ìl e cä,1 cn
-l/3t lz
l\he.l¡Ì cl tile lÊv¡

r.r

rncre.is:), ¿nd thÊy 5Fe,rk íor

!-qpi!-,

1.1:39

P¿tel soeaks to D¡'rici BerthoÌd
nrultipie tinres on 16/i3,
s / 17 / 7)-, s ! 70/ 11, 5 /
1?,,

\

ll

5/2ti1z, i/)ti13 nd >129/13as

Patel spcaks r,vith Ara
Aprahamian (VP, Sales &
Mktg. at Taro)twice on
7/111,3 (0:31 and 12:52).

sire is cle'reloping Pl
t

lìst

spcoksto Br'rthrld

igrin

l8/13

Also
on

18:351. Green speaks

tr

Bertliold on 6/23 (3 t'nres) and

6/24i13 (tivlte)

The only dnrgs that Defendants Patel or Green did not cooldinate with Teva's

uot lìigùligüted in the graphic above) were

drugs

ere Teva was exchwive

co

etitors (those

- i.e." had uo

courpetitors.

627. Defe

Patel

-

and other executives at Teva

-went to pleat effiorts to

exanrples of generic drugs that were added to the list after llday 24,2013 ale set forth in rnore

detail below.

i.
628.

Upsher-Smith

On Jrure 13, 2013, as Defendalt Patel was in the process of furalizing the Teva

price increase list, she leanled that Defe¡rdaut Upsher-Srnith had increased its listed WAC prices

for the dnrg Oxybutynin Chloride Tablets.

180

629. Oxybutynin

Chloride, also known by the brand name Ditropan XL, is a

medication used to treat certain bladder and urinary conditions. Belonging to a class of drugs
called antispasmodics, Oxybutynin Chloride relaxes the muscles in the bladder to help decrease
problems of urgency and frequent urination.

630. On June 13,2013, K.G. of Teva sent an e-mail to several Teva employees,
including Defendant Patel, asking them to

I

regarding Oxybutynin Chloride. At that time, Teva had been considering whether to

delete the drug from its inventory, due to low supply and

profrtability. One factor that could

potentially change that calculus for Teva was the ability to implement a signifrcant price
increase. On June 14,2013, while considering whether to change Teva's plan to delete the drug,
a Teva employee asked Defendant Patel whether she could

631.

On June 15,2013, Defendant Patel exchanged six (6) text messages with B.L., a

senior national account executive at Upsher-Smith.

632.

Defendant Patel deemed Upsher-Smith a highly-ranked competitor (+2) in large

part because of her relationship and understanding with

B.L. In the week

before she began her

employment at Teva (after leaving her previous employment), Defendant Patel and B.L.
exchanged several text messages. During her first week on the job, as she was beginning to

identify price increase candidates and high quality competitors, Patel spoke to B.L. on April 29,
2013 for nearly twenty (20) minutes. During these initial communications, the two competitors
reached an understanding that Teva and Upsher-Smith would

follow each other's price increases

This understanding resulted in Upsher-Smith receiving a +2 "quality competitor" ranking from
Defendant Patel.

181

633.

On June 19,2013, Teva learned that the other competitor in the market for

Oxybutynin Chloride, a company not identified as a Defendant in this Complaint, also increased
its price for that drug. As a result, a national account executive at Teva sent an e-mail to
Defendant Patel stating
Patel responded

That same day, Patel instructed a colleague to add Oxybutynin
Chloride to the Teva price increase list and began taking steps to implement the increase.

634.

On July 3,2013, Teva implemented a price increase ranging between 1,100

7,500y;o increase on

-

Oxybutynin Chloride, depending on the dosage strength. Like the other

drugs on the list, Teva would not have increased its price without first obtaining agreement from
competitors that they would not compete with Teva or steal market share after the increase.

ii.
635.

Mylan

Immediately after she began at Teva, Defendant Patel began to investigate Mylan

drugs as a potential source for coordinated price increases. For example, on May 6,2013, as she
was creating the list

of

candidates, Defendant Patel sent Defendant Green an e-

mail with an attached spreadsheet titled

for

Defendant Patel asked Defendant Green to

ceftain, specif,rc items that she had highlighted in blue, including nine (9) Mylan drugs:

Tolmetin Sodium Capsules; Doxazosin Mesylate Tablets; Methotrexate Tablets; Diltiazem HCL
Tablets; Flurbiprofen Tablets;Nadolol Tablets; Amiloride HCLIHCTZ Tablets; Cimetidine
Tablets; and Estradiol Tablets.

636.

The next day, May 7,2013, Defendant Green spoke to Defendant Nesta at Mylan

three times, including one call lasting more than eleven (11) minutes. Defendant Green also

182

called Defendant Patel twice that day to report on what he had leamed. Defeudauts Gleen and
Nesta also spoke a nunber of tiures over the next several days, including on May 8 (3:46), May 9

(a:05) urd May 10, 2013 (0:28; 10:46 and 2:19).

637.

On May L4,2013,

Defen

Patel asked several Teva national accoturt uranagers,

Mylan

Methotrexate.

639.

Discussions between

Defen s Gteen andNesta about specific drugs continued

following telephone calls :
Name

Volce

Voice

Jim
Nesta, Jim

Voice

Jlm
Nesta, Jim (Mylan)

Volce

Nesta, Jim

Volce

Jlm
Jlm

Voic¡
Voice
612812013

640.

Direction

Voice

Contact Name

Time

Durati

I

Kevin

(fvlylan)

Jim
Jim
Nesta, Jim (Mylan)

16:02:58

0:ü):32

Kevln

16:5t43

û(þ:(B

9:55:29

1:(þ:25

Kevin

lO:47223

Kevin
Kevin

Outgo¡ng

13:.43:,27 Oû):06

Kevin

Outgoing

1il:32r25

Kevln
Kevln

11:04:04

Green, Kevin

0:

tSt42:O7

(Teva)

10:59:56

On Jture 26,2013, iu the midst of this fltury of couumrnications between Teva

and Mylan (and the sanre day that Defendants Green and Nesta had a one-horu phone call), one
83

of Defendant Patel's colleappres seut her a suggestion with the following list of potential drugs to
add to the price increase list:

I

Product

Comoetitors

lMktSharel

Disopyramlde Phosphate Capsules
Ketorolac Tablets

Ketoprofen Capsules
Hydorxyzine Pa moate Capsules

Sandoz (39%); Actavis (9%)

Nystatin Tablets

Heritage (35%);

I

Actavls (61%)
Mylan (32%)

Mylan (63%)

Mutual(32%) |

at Heritage.

64t

Keto

feu (the two Mylau dnrgs ou the list above) six days later, on July 2, 2013. Teva theu

quickly followed with its own price increase for both dnrgs (and others) ou Augrut 9, 2013. As
discussed more fully below, those price increases were closely coordinated and agreed to by
Teva and Mylan.

642.

At the end of the fluny of phone communications between Teva and Mylan

described above

-

o¡r June 28,2013

- Defendant

Gree¡r and Defendant Nesta had a fotu (4)

184

minute call startiug at l0:59aur. Withi¡l urinutes after that call, Defeudant Patel sent the

following e-mail inteurally at Teva:

effective date of July 2,2013.

c

ouflage the fact that she a¡rd her co-conspirators within Teva were corrumrnicatiug with

spreadsheet, after speaking with Defendant Aprahamian and before Taro

2013

raised its price ou Adapalene
and Nesta spoke several

644.

Gel.

She used

it agaiu ou Jrure 26,2013

-

after Defendants Gteen

tines in advance of Mylan's price iucrease on Ketoprofen.

Sirnilarly" on July 2,2013

-

the day before Teva's price increases (including for

the dnrg Methotlexate) went into effect, a collea¡¡te asked Defendant Patel how Teva's

competitors'pricing compared with regald to Methotrexate. Defendant Patel responded that

185

Mylan's pricing was a little low on that drug,

I
I

so Teva felt comfortable increasing the price of that drug on July 3, 2013. These

- which

Nesta noted above

were based on the direct communications between Defendants Green and

-

again turned out to be accurate: Mylan increased its price of Methotrexate,

pursuant to its agreement with Teva, on November 75,2013.

iii.
645.

Sandoz

After the large Teva and Mylan price increases on July 2 and 3,2013, Sandoz
increased so that it would

sought to obtain a

by inappropriately competing for market share on any of those drugs
Sandoz executives had previously conveyed to their counterparts at both Mylan and Teva that
Sandoz would

follow their price increases and not steal their customers after an increase.

Obtaining the comprehensive list of price increase drugs was an effort by Sandoz to ensure it was
aware of every increase taken by both competitors so it could live up to its end of the bargain.

646.

On July

9,2013,CW-l

stated in an internal Sandoz e-mail that he

wouldl

I
647

.

Pursuant to that direction, on July 15,2013 CW -2 of Sandoz called Defendant

Rekenthaler at Teva and left a message. Defendant Rekenthaler called CW-2 back immediately
and the two had a three (3) minute conversation during which CW-2 asked Rekenthaler to

provide him with a full, comprehensive list of all the Teva price increase drugs - not just those
drugs where Teva overlapped with Sandoz. Defendant Rekenthaler complied. Understanding

that it was improper to share competitively sensitive pricing information with a competitor, and

in an effort to conceal such conduct, Defendant Rekenthaler first sent the Teva price increase list

186

fi'om his Teva work e-rnail account to a personal e-¡nail account, and theu forwarded the list
frour his personal e'rnail accorurt to CW-2's personal e-mail accouut:

information i¡rto a spreadsheet.

h.
649.
she

Trnrnediately after the July 3, 2013 price increases, Patel began preparing for what

called

was presented

drug

July 19,2013 Price Increase @nalapril Maleate)

with

- Eualapril

another large set of Teva price increases. In the interi¡n, however, Teva

an opportturity to coordinate a price increase

Maleate Tablets.
187

with competitors on a single

650.

Enalapril Maleate ("Enalapril"), also known by the brand name Vasotec, is a drug

belonging to the class called ACE inhibitors, and is used to treat high blood pressure.
651

.

Mylan previously increased its price for Enalapril effective July 2,2013. At tha|

time, there were only three manufacturers in the market: Mylan, Teva and Wockhardt. Enalapril
was on the list of drugs slated for a price increase that Teva had received from Mylan in June
2013, before those price increases were put into effect (as discussed above in Section IV.C.2.h).

652.

Shortly after the Mylan price increase, on July 10, 2013, Teva received a request

from a customer for a lower price on Enalapril. Interestingly, the customer indicated that the
request was due to Wockhardt having supply problems, not because of the Mylan increase. K.G.

of Teva confirmed that Enalapril

653.

The comment from the customer sparked some confusion at Teva, which Teva

quickly sought to clarify. That same day, Defendants Green and Nesta had two phone calls,
including one lasting almost sixteen (16) minutes. The next day, July I1,2013, Defendants
Green and Nesta spoke two more times. During these conversations, Nesta explained to Green
that Wockhardt had agreed to follow the Mylan price increase on Enalapril. This information
sparked the

following e-mail exchange between Defendants Green and Patel (starting from the

bottom):

188

As it tumed out" there mrut have beeu a ¡nisco

cation l¡etween Defendants Green and

Nesta because althoupù Woclha¡dt did in fact plan to follow Mylan's price iucrease, it had not

the

ortunity to do so as of July I l, 2013.

654.

yet had

On Friday, July 12, 2013, J.P., a national

Defeudaut

Patel

acco

executive at Teva, asked

ether Teva was

Defe

Patel respouded:
J.P. theu

inçrired whether Teva would make an offer to the customer, and

Defendant Patel respouded:

655.

That sarne day, Defendants Patel and Green each started

and

byreaclring out to Teva's two competitors for Enalapril.

Defendaut Patel called Defendant Nesta of Mylan dilectly aud they spoke three tiures, including

189

calls lasting six (6) and five (5) minutes. Defendant Patel likely called Defendant Nesta directly
in this instance because Defendant Green was attending the PBA Health3 Conference at the
Sheraton Overland Park, Overland Park, Kansas, where he was participating in a golf outing.

Upon information and belief, K.K.

-

a senior national account executive at Wockhardt

- attended

the same conference, and likely spoke directly to Defendant Green either at the golf outing
during the day or the trade show at night, because at l2:40am that evening (now the morning of

July 13, 2013) K.K. created a contact on his cell phone with Defendant Green's cell phone
number in it.

656.

On Sunday, July 14, 2013, after Defendant Green returned home from the

conference, Defendants Green and Patel spoke three times, including one call lasting twenty-one

(21) minutes. During these calls, Defendant Green conveyed to Defendant Patel what he had
learned from

K.K.: that'Wockhardt

657.

planned to follow the Mylan price increase.

First thing the next morning, on Monday, July 15, 2013, Defendant Patel sent an

e-mail to a Teva executive stating

At the same time, Wockhardt began planning to raise the price of
Enalapril and sought to confirm specific price points for the increase. Internally, Wockhardt
employees understood that K.K. would try to obtain price points from a competitor. That

morning, K.K. of Wockhardt called Defendant Green for a one

(l)

minute call; shortly thereafter,

Defendant Green returned the call and they spoke for two (2) more minutes. At 9:57am that

morning, K.K. reported internally the specific price ranges that he had obtained from Defendant
Green.

'

PBA Health is a pharmacy services organizafionthat serves independent community pharmacies with group
purchasing and other services.
190

658.

Armed with this cornpetitively sensitive infonnation, ald the turderstanding that

Wockhardt intended to follow
Tuesday,

J

659.

the

an increase, Teva began to plan its own price increase. On

16, 2013, Defeudant Patel sent the

following iutemal e-urail to her supervisor

Defendant Patel's July 16,2013 e-mail referred to above was forwarded to

Defendaut Cavanaugh, who promptþ approved the price increase. That same day, July 16,

with rnernbers of Teva's

2013, Defendant Patel then scheduled a
sales and prtcing teams, and seut the followiug agenda:

l9l

660.

Teva and Wockhaldt siurultaneously iurplemented price increases on July 19,

2013. Althoupþ fþs finring of the price ilcrease was coordinated among the courpetitors,
Defendaut Patel nevertheless described the sinultaneous increase as a coincidence in au inter:ral

e-rnail that saure day:

r92

K.K.'s

S

larly, in

replied

i.
662.

were

August 9, 2013 Price Incre¡ses

On Aup¡ust 9,2013, Teva raised prices o¡r twelve (12) different drugs. These

lernented. On July I

l,

2013, Defendant Patel sent

increase candidates to a colleague for what she referred to

a

prelinrinary draft list of price

as

For the drugs

ol

the

preliminary list, Defendaut Patel stated

664.

The list included a nunber of dnrgs involving the following competitors,

primarily: Actavis, Aruobindo, Glennark, Heritage, Ltrpin, Mylan
193

and Sandoz. In the days

leadiug up to July I

l,

2013, Defendatt Patel was corruntulicating dilectly with executives at

nearly all of those competitors, including the following:
Name

Date

ilAnß

Voice

Patel, Nisha

Direction

Contact Name

(Teva) Outgoing Berthold,

Volce

Nisha

Voice
Voice

Nlsha
Nisha
Nlsha
Nisha
Nlsha
Nisha

Text
Voice

Rick
Jason

1

David

Nisha

preliminary

increase list

Name
Jlm
Jim

Date

Volæ
Volce
Volce
Voice

0:04:26

Berthold, David

Nlsha
Nisha

Volce

0:ü):54

5
5

- Defen

Direction
lncomi

s Greeu and Nesta spoke

Contact Name
Kevin
Green, Kevin

twice. Shortly after

Time

Duration

15:Z):f)
15:¡16:55

Nísha
Jfm

Volce

N

Voloe
Volce

N

Kevín

Jim

lm

12:11:34

l2:t2:47

lm
im

Volæ

666.

0:(E:!14

5

Voice

the

O:llz24

I

Voice
Volce

(Lupin)

-1

Volce

David

Duration

lncom

Kevln
Kevln
Kevin

12:38:¿18

1jL43:51

13:2û15

Defendant Patel and other Teva executives contimred to coordinate with

competitors over the next several weelcs, refining the list and preparìng for the next large Teva
lncrease.

t94

667

.

By Aupust 7,2013, Defendaut Patel had finalized the list. That day she sent an e-

rnail to her supervisor, K.G., with

spreadsheet which she had

a

prepared for Defendant Maruee¡r Cavanaugh, sunnrarizing the increases. As shown below, the

195

weeks leading up to the increases:

196

'

N Td.¿

re¡f

D¡d¡fr¡boÈdd¡t
<h.9..libD.ùdÁ

elEl

(l-rp.¡¡ûbEdd 0ú.)
9ål ç.¡hblÌÉ'.¡¡

(ûåÐ

several key competitors:
Date

Call

Target Name

Volæ

8l8l?0¡ß Voiae
SlV?lt,ß Volæ
8lA2O73 Text
Sl8l2Oß Volce
Voice

Volæ

8l8l2ol3 Volce

Directi onll Contact Nåme

Nlsha
Nisha

lTeva) Outgolng Aprahamlan,
(Teval Outlolnß Aprahamian,
Patel, N¡sha (Teval lncomln¡ Aprahamlan,
Nisha

Patel, Nisha (Teva)
Patel, Nisha (Teva)

(Taro) 7:5*¿E
Ara (Taro) 8:0tu07
An (Tarol 8:(B:(X
An

Jim

lqggrnlg. -lg!þrllr (l4vlqn) --, -outgo¡ng Nesta, llm (Mylan)

197

7:21:26

7|4|6

cw-1

Patel, N¡sha
Patel, Nisha
Pate

¡tii;"

Davld

9:(B:05
-- 9iQ:z!

9;27|t9

O(n01
0:fl):@
O12:15

As it turned out, Mylan was also in the process of implementing its own price increases on
August 9,2013 on several drugs (including several sold by Teva), and it is likely that Defendant
Nesta reached out to Defendant Patel to coordinate those increases.

i.
672.

Mylan

Teva and Mylan were coordinating price increases consistently during this period,

including the time leading up to the August 9,2013 increases. During each step in the process,
Teva and Mylan executives kept their co-conspirators apprised of their decisions. The

communications were typically initiated by Defendant Patel, who asked Defendant Green to
communicate with Defendant Nesta of Mylan and obtain what she referred to

asl

on many

different drugs. But at times, Defendant Patel communicated directly with Defendant Nesta.

673.

For example, on July 22, 2013, Defendant Patel sent Defendant Green an e-mail

with an attached spreadsheet

I

of

increase items. She indicated that she was

for a group of drugs in the attached spreadsheet with a highlighted

yellowl

I

and included

in a column titled

A large majority were Mylan drugs.

674. The next day - July 23,2013 - at 4:30pm, Defendants

Green and Nesta spoke for

more than six (6) minutes. Immediately after hanging up the phone, Defendant Green called

198

Defendant Patel to coûvey the iutel he had obtainecl frour

Mylan. The call lasted more than tluee

(3) minutes.

675.

677

.

On July 29,2013, Defendant Greeu at Teva was approached by a large retail

Following the sarne consistent pafteru.

De

dants Green andNesta spoke six (6)

2013, Defendant Gleen called Defendant Patel a¡rd conveyed the results of his conversations.

This series of phone calls is detailed below:

199

Date

Name
Nesta, Jim

Voice
Voice

Contact Name

Outgoin:

6reen, Kevin (Teva)

-1_4:10193

Kevin
Kevin

14:54:39

û03:21

1459:57

0:06:53

N

Voie

Jim
N

Jim

Voice
Volce

14:5():57

Kevin
Kevln
Kevin
Green, Kevln

Nesta, Jim

Nesta,Jlm lMylanl
Nisha

liÌ2t¿til

Kevin

JIm

8l

ïme

Direction

12:29:55

LL:23147

about

sold by Mylan:

200

the

tomer tequest,

679.

Basecl on all of these conuutrnicatious between Teva aud Mylan (and at tiures

on August 9,2013, as set forth above.

ii.

Pr¡vastatin (Glenmark/LpotexlZytlus/Lupin)

so

Pravastatin. Shortly after that call,

fo

De

t Patel sent an e-ruail to her Teva colleap¡re

below:
Name

Volæ
Volce

682.

cw-5

7:O2:23

10:ü):(Þ

cw-5

18r¿l0:29

Time
7:56:72

Nisha

ald Apotex. The nuutrer of competitors

rnade

it more difficult to coordinate

price increase. This difficulty stermued in part because two of those competitors

Apotex

-

Duration

As of May 2013, the rnarket for Pravastatin included five conìpetitors: Glenrnalk,

Teva, Lrtpin, Zydus
a

Contact Name

Nisha
Nisha

cw-5

Voice

\ryere also the

-

Zydus and

two lowest quality çenrpetitors in Defendant Patel's quality of

201

courpetition rankings, and any pdce increase for that dnrg would requile sigrificaut coorcliuation
¿¡d sorntrlurication before Teva could feel cornforlable raisiug its own price.

683.

Teva was able to achieve a sufficieut level of

conforl and substautially raise

calls a¡e detailed below:
Date

Direction

Duration
O(I):32

Volæ
VoÍce

Patel, Nisha

J.C.

Voice
Voice

Nlsha

J.C.

Nisha

J.C.

Voiæ

Nisha

Berthold, Davld

ù22tO2

Voice

Nisha

David

û10:31

Voiæ
Voiæ

5ll2Ùt3

Name
Patel, Nisha (Teva)

Nlsha
Nisha

Contact Name
Davld

û(E:45
0:(B:39

J.C.
J.C.

Dtuing ore ot more of her calls with J.C. and/or CW-5 of

Glenrn

in early May 2013,

Defendant Patel obtained specific price poiuts fiom Glenma¡k for its

price increases

- r,vell before the Glenrnark

i¡rcreases becatre ptrblic

Pravasta

-

ancl

doc

(and other)
ented those

price points in her price increase spreadsheet.

686.

By May 8, 2013, Teva exect¡tives clearly turderstoocl that Glenmar-k would be

leading the Pravastatin price increase. and were cornfortable euotrgh with the situation that one

202

rnarketing exectrtive at Teva indicated in an e-rnail to Defendaut Patel that he was hoping to raise
pfrce on

several

Date

Name

Vole

Voice

Gree

Kevin

Gree

Nisha
Nlsha
Nisha
Patel, Nisha
Nisha
Nisha

Duration

M.K.
K.R.

M.K.

Nisha
Nisha

Volce
Voice
Volce
Voice
Volce
Voice

690.

lncomi

Kevin

Volce
Voice

Contact Name
M.F

Kevin

Voioe

Voice

Direction

Kevln

of

cw-5
David
Davld

lncomi
lncorni
lncomi
Incomi

David
Davld
Davld

n)

Davld

Berthold, David

As of May 16,20L3, Defeudant Patel was still considering whether Teva should

increase its price for Pravastatin, because she was concemed about whether Zydus would act

responsibly and follow a price iucrease. At that tirue, Defendant Patel did not view Zydus as a
203

quality cornpetitor'. Defeudant Patel stated:
Patel later i¡rdicated that

execl

es.

692.

Also on May 16.

Defen

Patel's strpervisor, K.G., sent an intemal e-rnail to

In response, Defe

693.
increase

The next day

Rekenthaler indicated that he was

- May 17 ,2013 - Defe¡rdant Patel continued

to coordinate the price

with executives at both Glerunark and Lupin. For example, at 12:08pm, Defendant

Patel called Defendaut Berthold at Lupin for an eleven (11) ruinute

204

call. While

she was on the

phone with Berthold, CV/-5 of Glerunark called Patel (at

l2:09p

ald left

a 23-secoud voice

urail. hnmediately after she huug up the phone with Defeuda¡rt Berthold, Defeudant Patel
lehuled the call to CW-5; they trltimately connected for nearly eight

(8)

es.

astatiu:
D¡rection

Name

Date

Voice
Voice
Voice
Voice
Voice

Nisha

B.H.

lncom
lncom
lncomi

Nisha

Nisha
Nisha
isha

Contact Name
B.H.
B.H.
B.H.

(Teva) Outgoing

B.H. (Apotex)

Patel had joined T

spreadsheet to her supervisor K.G. on Mlay24,2013, Pravastatin

she sent

was still not on the list.

696.

at worrld change

shortly. On May 28,2013, Apotex raised its price for

Pravastatin. That saure day, Defendant Green also exchanged six (6)

Zydus.

e

text

ssages

with K.R. at

next day, after a conversation with Defendant Marueen Cavanaupù, Defeudant Patel

added Pravastatin to the Teva price ùrcrease list.

697.

The day after the Apotex increase, Defendant Greeu spoke to K.R. at Zydus two

rnore tfunes, ard exchruged

fou (4) rnore text messages.

price increase of its own on June 14, 2013.
205

Zydus then quickly followed with

a

698.

Followirg the uonnal pattern, Defendant Green spoke to K.R. and M.K. at Zydus

several times in the days leading up to the Zydus iucrease, including at least the followiug calls
and text rnessages:

Volce

Voice
Voice
Text

Text
Text
61 0Í¡

Contact Neme

Kevin
Kevin

M.K.
M.K.

K.R.

Gree

K.R.

Green, Kevln
Kevin

K.R.

Kevin
Kevin
Gree

K.R.

Kevin
Kevin

K.R.

0

M.F.

0:

Kevin

K.R.

to her supenrisor, K.G.,

before

specifically, that Lupin was

felt comfortable irnplerneutilg the

Kevin

K.R.

en Defendant Patel sent the

701. A couple

Duration

K.R.

Kevin

Gre

Volce
Voice
Voice

Voice
Volce

700.

Direction

Name

Date

siguificant

leureuting its owu increase. Based o¡r

ce increase.

of days after Teva irnplemented its i¡rcrease, a colleague at Teva asked

Defeudant Patel when Zydtu and Apotex imflernented their price increases. In her response,
Patel confinued that it was Defendant Kevin
Pravastatin price increase with

Green

Zyúx:
206

who had indeed coordinated the

to Teva was $674,670,548 per

qua

f.

üi.

Etodolac ¡nd Etodol¡c ER

brandname e XL, is also available.

increases, Etodolac a¡rd Etodolac ER were uot slated for increases. For

circulated a long list of
down substzurtialþ

-

pote al

nei

increases on Jtrly I

of those drugs was on the list.

207

l,

exa

le, when she

2013 (that would later be cut

707.

Alourd that tirne, Sandoz began identifuing a list of

could increase price by the e¡rd of July. Etodolac was on the list,

penalties from its

cust

pri

gs where

it believed it

ly because Sandoz

ers.

Based on her conversations with

CV/-l

and

Defen

Aprahamian, Defendant Patel urderstood

tlrat Sandoz planned to increase its price on Etodolac, that Ta¡o would follow suit and raise
its price for Etodolac ER. During those conversatious, Teva agreed to follow both price
lncreases.

7Il.

That same day, Sandoz sent out a calendar notice to certain sales and pricing

employees for a confere¡rce call schedtrled for July 23,2013 to discuss planned price increases,
208

including for Etodolac. Prior to the confereuce call on July 23, CW-l called Defe¡rdant Patel at

Teva. After exchaugi¡rg voice mails, the two were able to connect for ruore than fourteen (la)
rninutes that day. Duting that call,

714.

CW-l confu¡red the details of the

Also on July 26, Defendant Patel

s

Sandoz price increase ou

an e-mail to others at Teva

- including

her

Etodolac IR (irnmediate release). She i¡rstnrcted them to

715.

Defendant Patel contimred to coordinate with both Sandoz and Talo regarding the

Etodolac and Etodolac ER price increases (aurong other things). Between July 29 aud Aupnrst 2,
209

2013, for exaurple, Defendant Patel engaged in the following series of calls with

CW-l of

Sandoz rud Defendant Aprahanrian at Taro:
Direction

Name

Date

Volæ

ilnlæ|3 Voice

Nlsha
Patel, Nlsha

(Teva) lncomlns

Contact Name

Time

AÞnhamlan, Ara

(Taro) Í!:05:11

Volæ

Volce

Ara

Nlsha
Patel. Nlsha

11l¡t31

fTeval Outro¡nr Aorahamlan. Ara lTarol 14!15:17
cw-1

Nisha

Voloe
Volce

Nisha

I

Nisha

cw-1

oe

Nlsha

1

Voiæ

Nlsha

10:15:46

Ara
Àra

Name

Date

Atl?fJ'ß Volce

ER-

Aprahamfan,Ara(Taro)

Defeu

-

17:ß.7i2

Contact Name

17:!14;¿lÍl

Time

Duration

lncoming CW-3(Sandozl 12:¿13:ü)

0:14:ü)

Not

¡¿l¡amian

ces on both Etodolac and Etodolac

rneeting on Aùeßrst 5, 2013

Direction

1,7:13272

An

Nlsha

raising

û(B:24

16:4t(E

Volce

aud Etodolac

0:(D:51

13:17¡72

Voice

Slll

Duration

ER. The urinutes from a Teva

which Defendant Patel attended

2t0

-

reflect the following:

718. When Defendant
supervisor K.G. on August

7

spreadsheet to her

Patel sent the

, 2013, summarizing Teva's upcoming August 9 price increases, she

again made it clear that the reason Teva was increasing its prices for Etodolac and Etodolac ER
was because Teva senior executives knew that Taro would be raising its prices on both drugs

K.G. quickly instructed Defendant Patel to delete those entries, but never instructed
her to stop communicating with the company's competitors, including Taro.

719.

Teva and Taro raised prices for Etodolac and Etodolac ER simultaneously, with

the price increases effective on August 9,2013. Both their AWP and their WAC prices were
increased to the exact same price points. The increases were substantial. For Etodolac, Teva's
average increase was 4l4o/o; for Etodolac ER, the average increase was 198%.

iv.
720.

Impact of Price Increases

As she was preparing to implement Teva's August 9,2013 price increases,

Defendant Patel also calculated the quarterly increase in sales revenues resulting from the price
increase taken by Teva on July

3,2013. The analysis also included the financial impact of the

recent Pravastatin increase. The results were staggering.

721.

as a result of the

According to her analysis, the

July 3 price increases, plus Pravastatin and one other drug, was a staggering 5937,079,079
(nearly $1 billion)per quarter to Teva, as shown below:

211

722. Patel was rewarded handsomely

by Teva for effectuating these price increases. In

March 2014,less than a yeü after stafting at Teva, Patel was rewarded with a 537,734 cash
bonus, as well as an allocation of 9,500 Teva stock options.

j.
723.

Price Increase Hiatus

Shortly after the August 9,2013 price increase went into effect, Defendant Patel

left the office for several months while on matemity leave.

724. This slowed down Teva's plans for its next round of price increases.

During the

time period while Patel was out on maternity leave, Teva did not implement or plan any
additional price increases, instead waiting for Defendant Patel to return and continue her work.
Defendant Patel began to return to the office on a part-time basis beginning in November 2013.

725. During this time period, Defendant

Kevin Green left Teva to join Defendant

Zydus as the Associate Vice President of National Accounts. His last day of employment at
Teva was October 23,2073. This prompted Defendant Rekenthaler to assume the role

of

communicating with specific competitors, including Mylan. Defendant Rekenthaler also
identified and began communicating on a more frequent basis with co-conspirators at different
companies to facilitate the price increase process for Teva.

726. As discussed

more fully below, although Defendant Patel's absence slowed Teva

in its plans for price increases on additional drugs, it did not stop certain competitors
particular Lupin and Greenstone

- from attempting to coordinate

-

in

with Teva regarding their own

price increases. In Defendant Patel's absence, they simply communicated through different
channels. These communications were conveyed to Defendant Patel upon her return and she
included the information in her efforts to identify new price increase candidates.

212

727

.

As discussed more fully below, by early 2014 Defendant Patel had picked up right

where she left off planning for the next round of Teva increases.

k.
728.

March 7r2014: Price Increases and Overarching Conspiracy
Converge (Niacin ER)

Niacin Extended Release (ER), also known by the brand name Niaspan Extended

Release, is a medication used to treat high cholesterol.

729.

On September 20,2013,Teva entered the market for Niacin ER as the first-to-file

generic manufacturer. As the first-to-file, Teva was awarded 180 days of exclusivity to sell the
generic drug before other generic manufacturers could enter the market.

730. Teva's period of exclusivity for Niacin ER was scheduled to expire on March 20,
2014. As that date approached, Teva began to plan for loss of its exclusivity. By at least as early
as February, Teva learned that Defendant

Lupin would be the only competitor entering the

market on March 20.

731.

The frrst thing Teva sought to do

be the only new entrant

- knowing that a high-quality

- was to raise its price. On February

competitor would

28,2014, Defendant Maureen

Cavanaugh instructed K.G. and others at Teva that

K.G. immediately forwarded the e-mailto
Defendant Patel with the instruction:

Later that day, Defendant Patel called Defendant Berthold at

Lupin and the two spoke for nearly seven (7) minutes.

732. Within a week, Teva was ready to implement the price increase. On March 5,
2014,Defendant Patel sent an e-mail to the Teva pricing group stating

The next day, March 6, Teva notified its customers that it would be implementing
213

a

pdce increase on Niacir ER effective March T ,2014. The increase rvas for l0o/o across the

board, on all fonnulations.

733.

O¡rce Teva coordinated the price iucrease, it next began takiug the necessary steps

M

h 6, 2014 to discuss an

in

try urderstruding of fair share discussed above.

for Niacin ER.

in Teva parlance, is a plau

and several subsequent calls, discussed i¡r nrore detail below, Teva and Lupin agleed on which

Teva agreed that it would concede 40% of the rnalket to Ltrpin trpou en

735.

When Lrrpin entered the r:rarket for Niacin ER on March 2O,2Ol4, it entered at

the sarne WAC per

urit

cost as Teva, for every

fo

lation. In the days leadiug up to Lupin's

set forth below:

i
I

:t".o:ç

y-o-!çç

l?!-e-L
pi-!e,!r

ryF¡-,a,

l\¡i!¡a

-olrtl

!'lçgmlne ggrrhgldrgeyl¿,(lqplll 9:p}4

736. In addition, Lupin entered with custourer
increased pricing

-

pricing only l0% below Teva's recently

so it was expected that priciug would remain at least at Teva's pre-increase

214

exclusive pricing levels. In other words, there was little or no price erosiou as a result of Lupin's

anticourpetit enhy into

the market for Niacin ER.

737. Over the next several days, Defenda¡rts Patel and Berthold contiuued

to

below:
Dâte

Call

Voice
Voice

Volce

Contact Name

Name

Nisha

tÞvld

O05:14

Nisha

David

0:04:55

Patel, Nlsha

(Teval Outgolng Berthold,

Defendant Patel responded:

215

fÞvid lLupin)

738.

The next day

- Marchzs,2014 - K.G. of Teva summarized

the status of Teva's

LOE Plan and the company's agreement with Lupin on Niacin ER:

l.
739.

On

April4,2014 Price Increases

April 4,2014, Teva raised prices on twenty-two (22) different generic

drugs.

Again, nearly all of these increases were coordinated with a number of Teva's high-quality
competitors who by now were familiar co-conspirators, including Defendants Sandoz, Taro,

Actavis, Mylan, Lupin and Greenstone. But for this price increase, Teva also began coordinating

with some of what it regarded as "lesser-quality" competitors

- such as Defendant

Breckenridge,

Heritage,a Versapharm, Inc. ("Versapharm") and Rising Pharmaceuticals, Inc. ("Rising")

- as

new sources for anticompetitive agreements. For this price increase, Teva also decided to lead
many more price increases

-

which was riskier for Teva and required even greater coordination

with competitors.

740.

Leading more price increases was part of a strategy that Defendant Patel

memorialized in writing in January of 2014, documenting in many respects the successful
strategy that she had implemented in 2073, focused on leveraging Teva's collusive relationships

with high-quality competitors. This strategy was well known, understood and authorizedby
individuals at much higher levels at Teva, including Defendants Cavanaugh and Rekenthaler,
and Patel's direct supervisor

K.G. For example, on January 16,2074, Patel

a

sent a document to

The collusive relationship and interactions between Teva and Heritage described in this sub-section -including
anticompetitive agreements relating to the drugs Nystatin and Theophylline - are addressed in greater detail in the
States'Consolidated Amended Complaint dated June 15,2018, MDLNo. 2724,2:17-cv-03768, DktNo. 15 (E.D.
Pa). Although Heritage is not named as a defendant in this Complaint, and the Plaintiff States do not seek relief
relating to Nystatin or Theophylline herein, the collusive relationship between Heritage and Teva is part of a larger
pattern ofconduct involving Teva and provides further support for the allegations herein.

216

K.G. titled

where she otrtlined hel plan for itrplernenting

prrce urcreases:

14,2014, Patel sent K.G. a prel

ary draft list of price

She

stated:

742.

initial list contained dnrgs sold by Actavis, Lupin aud Greenstone, among

spteadsheet. Iu the days leading up to Febnrary 7, Patel was feverishly

with a nunrber of different courpetitors to

id

coor

ting by phoue

ifu price increase candidates, including at least the

followiug:

2t7

u4l2OL4

Voice

21412Ot4

Voice

u4l2OL4

Volce
Voice
Voice
Voice
Voice
Voice
Voice

u4l2or4

u4/20t4
u4l20L4

a4lnL4
214l2Ùt4

2lslnr4
asl2or4
as/2ot4

Voice

Voice

asl2oL4

Voíce

Uslnr4

Voice

2t6/2ot4

Voice

u6lnL4

Voice

21612Ot4

Voice

uil2ot4

Voice
Voice

744.

[e

ed

Patel,
Patel,
Patel,
Patel,
Patel,
Patel,
Patel,

Nisha (Teva)
Nisha (Teva)
Nisha (Teva)
Nisha (Teva)
Nisha (Teva)
Nisha (Teva)
Nisha (Teva)

Patel, Nisha (Teva)
Patel, Nisha (Teva)
Patel, Nisha (Teva)

Patel, Nisha
Patel, Nisha
Patel, Nisha
Patel, Nisha
Patel, Nisha
Patel, Nisha
Patel, Nisha
Patel, Nisha

(Teva)
(Teva)
(Teva)
(Teva)
(Teva)
(Teva)
(Teva)
(Teva)

Outgoing
Outgoi ng

Outgoing
Outgoing
Outgoing
lncoming
Outgoing
Outgoing
Outgoing
Outgoing
Outgoing
lncoming
lncoming
Outgoing
Outgoing
Outgoing
Outgoing
lncoming

Aprahamian, Ara (Taro)
CW-5 (Glenmark)
CW-5 (Glenmark)
R.H. (Greenstone)

0:23:21

Berthold, David (Lupin)
Berthold, David (tupin)
Malek, Jason (Heritage)
Malek, Jason (Heritage)

0:@:22

CW-l(Sandoz)

0:ü):11

Rogerson, Rick (Actavisl

0:@:04;

R.H. (Greenstone)

0:(X):(B

Rogerson, Rick (Actavis)

0:30:28ì

Malek, Jason (Heritage)
Rogerson, Rick (Actavis)

0r03:05

Rogerson, Rick (Actavis)

0:ü):ü)

Rogenon, Rick (Actavisl
S.C. (Breckenridge)
S.C. (Breckenridge)

0:@:031

Those efforts were successñll. By Febnrary 26,2014,

list

Defend

0:0:Cþ,
0:(þ:10
0:15:53'
0:10:O4i

0:d):@t
0:@:29:

1:02:06

0:01:20

0:@:5]
Patel had a rnore

rvhich she fonvarcled to anotheÌ colleague for his revielv. That

list includecl the

following rgs and notes about each dmg:

Patel continued to refiue the list over the next several weeks.

745.

On March I7.2014, Defendant Patel selt a near fiual versior of the

spreadsheet to K.G. with the statenert

hr a practice that hacl no\ry become routine at Teva, Defendants
218

Patel aud Rekenthaler both were couunuuicatiug frequently lvlfh sernpstitors

Lupin, Actavis, Greenstone, Zydus, Heritage, and Rising
the week before Patel sent the price i¡rcrease list to

- to coordinate

K.G. At least

-

in this case Taro,

the price increases in

some of those comururications

are reflected in the table below:
Date

4NrUaa

311ßl20t4

Dírection

Nam€

Volce
Voice
vvrE

Text

Contact Name

7:1ú.û

s.G

d
Davld

rorsr,r!¡¡rrdlrGvot

*__*._-

Ar€[r4v,

Patel, Nlsha

(Teva)

O

Patel, Nisha

lTeval

ng

Aprahamlan, Ara

lTaro)

,,Ðaa

ugq

&ü):(B ûmm
l(Ì¡16:!Ð æ

Aßl2Ol4 Voice
311ßl Voiæ
Aflml4 Volce

ln@m¡nc

Malek, Jason lHerltare)

17:48:(E ûflÌm

Patel, Nisha(Teml

lncomlm

17:.8:8

Patel, Nlsha {Teva}

lncoming

i,/blek,Jeson f Hedtase)
Berthold, Drvid (tuplnl

3l72l20l4 Vo¡ce

Rekenthaler, David

(Teva) Ou[oing

3lßlnL4 Voice

Patel, Nisha (Teval

9:25:06

!m
û.O6:23

l5:Zi:ü)
Felkln, Màrc(Actã/tsl

fnaomínB R.H.lGreenstone)

12:!16:ü) ûGl:fi

12:¡10f,
fl:4l:Gl

û()1.:m

Amæ

73:41:24

Voice
Volce
Voice
Volce
Voice

Nisha

Kevin

8:(E:47

fhv¡d

Nlsha

&úl:41

Nisha

Kevin

8:35:27

N¡sha

Green, Kevln (Zydus)
David

&¡[t11

Nlsha

Volce

gqÌ43

fhld

Nlsha

Vo¡ce

Nísha

Ricl

Volce
Voice

Nlsha

R¡ct

9:S¡l:11

Nlsha

Rick

10:31Ofl

Vole

Nlsha

RfCT

12i16:59

David

illslzgl4 Vole
3ll7l20l4 Voice
3ll,7l2glà Vole
317il2014 Voice
3llil\gtA Vole
Voioe

Nlsha

I
Rekenthaler, David
Patel.

Patel, Nlsha
Nisha

Volæ

I

ln@m¡nß

BeÉhold, Davld lLuplnl

10:¿10:(X

Falkin, ltlarc(Actavisl

David

cw-2

Nlsha
Nisha

Outßoinß

Apr¿hamian,Ara (Taro)

David
Nisha
Patel, Nisha (Teva)
Petel, Nisha (Teva)

Volce
Voice

Nisha

Voice

Kevin

Outgoln8

Roßerson, Rid( (Adavls)

11:53ff (}qÌü

OutÍoin¡

Rogerson,Rick(Actavlsl
Rict

11:53:31

219

12:36:5()

Arz
Outgoing

0:ü):05

l2:L7:fi

Ara

I

Nlsha

Patel, Nlsha (Teva)

1l:ü/:!15
11:(B:(E

R.H.

Nlsha

Voice
Volce

10:56
Are

Volce

3lfll2m4 Vdæ
3/1il2gl4 Voice

ùhlc(Adevisl

2

Volæ

31,,il2014

O in¡

(Teval Outgo¡nß

10:27f, û1lfl
8:57:19 :53
91b23 OfE:ü
1û23:üÌ û(I/:ü
1û2651 ùgt.A

Felkln,

Green, Xevin lZvdusl
Green. Kevin (Àrdusl

fÞvld

Voloe
Text

f

(Teval Out¡olns
lncominl

R.H,

Rekcnttaler, fÞvid
Patel.NíshålTeval

12:ß:42

Green, Kevin (Zydus)

16:¡16:25 0:l[:

Defe¡rdant Rekenthaler had also previously spoken with his contact at Versaphann

national accotuts executive

- on January 22,2014

-

(a five (5) rninute call) and March

I
I
I
I
I

I

I
I
I

I
I

I
I

T
I
I

220

J.J., a senior
7

,2014 (a

748.

These price iucreases were all coordinated aud agleed to between Teva and its

cornpetitors. As was now their sta¡rdard procedure, Defendants

Patel

or Rekenthaler

A(t dtì5:

V;,irrt

u l¿Èl !p€àk1 Ìc R Ilrgerscn ln 4li
(3:591,4/3 (J:26 ônci

-J lìÉkErìthi;lt ti)dJ!5
tcJ, Nes:a ¡r 4,'4,'! l
{ 6 nr i rrir tc:,)

0i2i,

¿nd 4r'À11{

(3r:9 ,nd i 58)
Re(Erth:ler 9pÈ¿ks ic F¡lkin o¡
{/., á.,¡l aßj ¿/4/11

c/i,

Lupin
N. P¡tcl ond D. Benhold

speaÌ 3 Umes on

3/2,t/14(5:14 4:56;
and 11:di) zrd trvics
qr 3/2114l0lXl ¡nd
5:1O)

Brt'cieili:iR::

il. P¡tri:irt¿i'.
iBreck¿

,r

iI

tr (igL. I trìrÈs

¡r,r'll-,1 íl;)1':nrl

Her¡taBe

D.

ßpkrnllr;ler .p¡als

:o

l.J (Vci:rphrrn)

orr

i/ ¡/l-4ll n)in,tes)

Tdr

N. Patcl speôk to J.
Malek (l-t€r,tage) 3
timps on 3/1 8/14
(28:56; 0;06; 4:53)

c

N Patel speaks to Å
Aprahamìon on +/+/14 (6:51)

price increases \,vith competitors prior to April 4, 2014

Defe

-

including during the tiure that

Patel was out on matemity leave. Some illustrative examples of those efforts are set

forth l¡elow.

22t

i.
750.

Lupin (Cephalexin Oral Suspension)

Throughout 2013, Defendant David Berthold of Lupin colluded with two different

individuals at Teva: Defendants Patel and Green. As discussed above, at times Defendants Patel
and Green would even coordinate with each other regarding who would communicate with

Defendant Berthold, and take turns doing so.

751.

As of late October,2073, however, neither of those options was available to

Defendant Berthold. Defendant Patel was out of the office on maternity leave, and Defendant
Green had left Teva to j oin Zydus as of Octob er 23 , 2013

752.

.

This did not deter Defendant Berthold; he merely went further down the Teva

organizational chart to find a Teva executive to communicate

with. The ongoing understanding

between Teva and Lupin was institutional, not dependent upon a relationship between specific

individuals. So in October 2013, when Lupin decided to raise price on Cephalexin Oral
Suspension

-

a drug where Teva was the

only other competitor in the market

- Defendant

Berthold already knew that Teva would follow the increase.

753.

On October 14,2013, Defendant Berthold called Defendant Rekenthaler at Teva.

They ultimately spoke for sixteen (16) minutes that day. Communication was rare between those

two executives. Prior to October 14,2013, the last (and only) time they had spoken by phone
was November
7

2l,20ll

according to the phone records produced.

54. On October 31,2013 - the day before Lupin was scheduled

on Cephalexin Oral Suspension

- Defendant

to increase its price

Berthold also called T.S., a national account

executive at Teva, to notify Teva of the price increase. He called T.S. at 9:1 8am that morning
and left a message. T.S. returned the call at9:57am, and the two spoke for nearly f,rve (5)

minutes.

222

755.

Withfu minutes after hanging up the phone rvith Defendant Berthold. T.S. notified

others internally at Teva about the substantial increase Lupin was about to take:

Defeuda¡rt Rekenthaler aud others with the suggestion that,

bec

e Teva already had the

majority share, it should not bid for the business. K.G. apgeed, and
e-mail to Defendant Patel stating:

s

ltaneously forwarded the
Defendaut Patel

called Defendant Berthold the same day and left a message.

758.

A¡rd discuss they did. When Patel dlafted her initial list of possible price increase

candidates and forwarded it to K.G. in Jauuary 2014, Cephalexin Oral Suspensiou was on the

223

list.

Defendant Patel coordinated the increase consistently with Defendant Berthold throughout

the period.

759.

On April 4,2014, Teva raised its WAC prices on Cephalexin Oral Suspension to

match Lupin's prices exactly. The increases to the WAC price ranged from 90yo

- l85yo,

depending on the formulation.

ii.

Greenstone (Azithromycin Oral Suspension,
Azithromycin Suspension, and Medroxyprogesterone
Tablets)

760. In November 2013, Defendant

Greenstone began planning to increase prices on

several drugs, including some that overlapped with Teva: Azithromycin Oral Suspension,

Azithromycin Suspension and Medroxyprogesterone Tablets. Defendant Patel and R.H.,

a

national account executive at Greenstone, were communicating frequently during that time,
including exchanging six (6) text messages on November 16, 2013 and a phone call on
November 23,2013. Because Greenstone was a high-quality competitor, and because the
companies had successfully conspired to raise prices previously, it was understood between the

two that if Greenstone raised prices Teva would follow and would not seek to poach
Greenstone's customers after the increase.
7

61. Defendant

Pfizq was directly involved in the approval process for these price

increases. On November 18, 2013

- only two days after Defendant

Patel and R.H. exchanged six

(6) text messages - a senior pricing executive at Greenstone sent an e-mailto Greenstone's
General Manager seeking approval to implement the price increases. The General Manager
approved of the price increases the next day, but indicated that he had sent a message to a senior

Pfver executive for sign off, and wanted

and let him know that the

price increases that Greenstone was seeking to take were consistent with the other price increases

224

curently happerúng with preat frequency in the U.S. geueric iudush'y. Parl of that socializatiou
plocess itcluded explaining the shategy behfurd the price increases. Pfizer approved the price
iucreases

on

near{yone

(l)

veurber 22,2013. The next day, Defendant Patel spoke to R.H. at Greenstone for
e.

notices of the price increases to its customers

- De

nt Patel spoke to R.H. at Greenstone

not be effective for another uro¡rth:

764.

On December 5, 2013, Defeudant Patel

cout

d to comrnuricate with R.H.

about the Greenstone incrcases, and how Teva would react to rursolicited custourer requests for
bids

- trading two voicernails.

The next day, Patel sent another e-mail to K.G. about

Azitluoruycin Suspension:

225

K.G. apreed with Patel's reconunendation. Later that day, J.L. of Teva sent the following notice
to several Teva colleagues:

That sarne day, Teva declined to bid on Azith¡ornyciu at rnultiple customers.

765.

Over the next several months

Gleenstone's price i¡rcreases

-

druing the period of time before Teva followed

- Teva continued to refrrse to bid (and avoicl taking Glee¡rstone's
226

market share) when requested by customers, for both Azithromycin formulations and
Medroxyprogesterone Tablets. For example, on January

27

,2014, Teva was approached by

a

large wholesaler asking for bids on both Azithromycin Suspension and Medroxyprogesterone

After speaking with R.H. of Greenstone for more than

due to a

five (5) minutes that same day, Defendant Patel agreed with the recommendation not to provide a
bid to that customer.

766.
a

Similarly, on March 17,2014

nearly final price increase list to K.G.

a lower price

-

which was the same day that Defendant Patel sent

- Teva was approached by another wholesaler

requesting

for Azithromycin Oral Suspension. A national account executive at Teva asked

Defendant Patel:
Defendant Patel had spoken with R.H. of Greenstone twice earlier
that day, including one call lasting more than fifteen (15) minutes. Patel's response to the

national account executive was

767. Consistent

with the understanding between the two companies, Teva followed

Greenstone's price increases for Azithromycin Oral Suspension, Azithromycin Suspension and

Medroxyprogesterone Tablets on April 4,2014. Defendant Patel spoke twice with R.H. from
Greenstone that same day.

iii.
768.

Actavis (Clarithromycin ER Tablets, Tamoxifen Citrate
and Estazolam)

Teva and Actavis were coordinating about several drugs increased by Teva on

April4,2014. One of them was Clarithromycin ER Tablets. As of December 20l3,Teva,
Actavis and Zydus were the only three generic manufacturers actively selling Clarithromycin
ER.

227

769.

On December 30, 2013, however, Cardinal approached Teva looking for a bid on

Clarithromycin ER because Zydus was exiting the market. Teva informed Cardinal that it would
not have adequate supply to be able to take on this additional market share until April 2014, but

if Cardinal could wait until

770.
January

then for Teva to supply, Teva would make an

offer. Cardinal agreed.

The Cardinal bid request was forwarded to Defendant Patel on the morning of

2,2014. At9:37am that moming, L.R., a customer marketing manager atTeva,

suggested providing an offer to Cardinal at

L.R. also stated

771.

Immediately after receiving that e-mail, at9:40am, Defendant Patel called

Defendant Rogerson at Actavis and the two spoke for more than seventeen (17) minutes. Shortly
after hanging up the phone with Defendant Rogerson, at l0:12am, Defendant Patel responded to
the e-mail, saying:

772. On January 9,2014, Teva learned that Cardinal had accepted Teva's bid at the
higher price. At 9:l9am that morning, Defendant Patel called Defendant Rogerson at Actavis
and they spoke for more than six (6) minutes. Shortly after that call, at 9:45am, Patel sent an e-

mail internally at Teva stating:

773. When Defendant

I

Patel sent her supervisor the initial list

on January 14,2014, Clarithromycin ER was on the list.

774.

Similarly, in March, 2014, Actavis implemented its own price increase on several

other drugs, including some that overlapped with Teva. Consistent with the ongoing

228

uuderstauding between these hipûr-quality corupetitors, Actavis rurderstood that Teva would

follow the increases or, at a rnilimrurr. would not poach Actavis customers after the increase.

775.

Following

a

now very farniliar pattem, at 9:54am on March 14,2014 Defendant

Rogerson called Defendant Patel and left

776. Wi

a

ssage. Patel called Rogerson back at l0:3lanr,

half an hour of sending that e-nmil, Defendant Patel instnrcted colleagues

to add the Actavis drugs to the Teva price increase list- She added:

777.

Less than two hous later, at l2:37pm, Defendant Patel called Defendrut

Rogerson again. They spoke for urore than five (5) urinutes. Shortly after hanging up the phone,

at 12:5lprn, Patel wrote another e-rnail to certain colleagues at Teva, stating:

229

778.
2014

First thing the next business day

- Defendant

-

which was the following Monday, March

17,

list to K.G. at Teva. The list included

Patel forwarded the

both Tamoxifen Citrate and Estazolam. Later that morning, Defendant Patel called Defendant

Rogerson. After quickly exchanging voicemails, they spoke for more than nineteen (19)

minutes. Defendants Rekenthaler of Teva and Falkin of Actavis also exchanged four (4) text
messages that day, and had one call lasting more than six (6) minutes.

779.

Teva followed the Actavis price increases on Tamoxifen Citrate and Estazolam

less than three weeks later, on

April 4,2014. Defendants Patel and Rogerson

spoke twice by

phone that day. Defendants Rekenthaler and Falkin also spoke by phone that day. Because Teva
was able to follow the price increase so quickly, Teva's increase became effective even before
the Actavis price increase for those drugs.

780.

After the price increases became effective, Teva took consistent steps not to

disrupt the market or steal market share from Actavis. For example, on May 14, Defendant Patel
declined to bid at ABC on both Tamoxifen Citrate and Estazolam, stating:
When Defendant Patel and her other conspirators at
Teva used the

term

in this context, it was code for the fact that there was an

understanding in place with a competitor.

781.

Similarly, on May 21,2014, Teva received a request from a large customer for

bid on Tamoxifen Citrate. As of that date, Teva had

58.4o/o

of the market, and Actavis had

40.7yo. A Teva analyst forwarded the request to Defendant Patel and others, recommending
(pursuant to the fair share understanding in the industry) that Teva not bid

230

a

Defendant Patel responded:

tv

Multiple Manufacturers (Ketoconazole Cream and
Tablets)

782. Defendant

Patel identified Ketoconazole Cream and Ketoconazole Tablets

as

price increase candidates sometime in February 2014. They were not listed on her original
list that she sent to K.G. on January 74,2014, but they were on the list of
that she sent to a colleague on February 26,2014, with the following notes about
each:

783.

Taro was a common competitor on both drugs, but there were different sets of

competitors for each formulation. For Ketoc onazole Cream, Teva's competitors were Taro and
Sandoz. For Ketoconazole Tablets, Teva's competitors were Taro, Mylan and Apotex.

784.

Teva led the price increases for both drugs, but made sure to coordinate with all of

its competitors before (and as it was) doing so. On April 4, 2014

-

the day of the increases

Patel spoke separately with both Defendant Aprahamian of Taro and CW-

-

I of Sandoz. During

each call, she let them know that Teva was increasing the price of Ketoconazole. The same day,

Defendant Rekenthaler spoke to Defendant Nesta of Mylan; he had previously communicated

with J.H.,

a senior sales executive at Apotex, on March

785.

20 and25,2014.

On Ketoconazole Cream, co-conspirators at Taro and Sandoz were also

communicating directly with each other. On April 4,2014, for example, Defendant Aprahamian
spoke to CW-3 at Sandoz for nineteen (19) minutes. They discussed the Teva increase and the

facf that Taro would

follow. CW-3

then sent an e-mail internally at Sandoz, alerting colleagues

of the price increase and conveying information about Taro's price increase plans:
231

Cril/-l at Sandoz i

diately told his colleagrres not to bid on any new opportunities for the

proceed.

colleagrres at T

executive sent au iuternal

e

il

stating:

In a follow-up e-mail, E.G., a Director of Corporate Accourts at
Taro, confinned that Taro

wo

decline to bid, but indicated that Talo would ¡reed to lie about

feason:

Defendant Patel aud the two spoke

for

e than nineteen

(19) rninutes. Later tl¡at same day, he

initiated a price increase for all ofTaro's customers on both the Ketoconazole Crearn and the

Tablets. Defendant Apraha an directed that the notice letters be sent to custourers on April 16,
2014, with an effective date of

789.

April 17,2014.

Althouglr Sandoz inunediately understood that it would follow these price

increases, it was uot able to iruplerneut thern until October. The delay was due to the fact that

232

Sandoz had cont'acts with certain customers that contained price protectiou terms which would
ose substa¡rtial penalties on Sandoz

if it iucreased its prices

would have caused Sandoz to miss certain fina¡rcial

one phoue call lasting more than four (4) minutes

791.

targets

with

at that time

-

and those penalties

g the months after

April 2014.

amian on that day.

Later that same da¡ Defendaut Patel also directed that Teva decline to bid for

Ketoconazole at ABC, citing the same logic:

792.

Saudoz

ultinately followed the Teva and Taro increases for Ketoconazole Cream

on October 10,2014. That same day, Defendant Patel and

thlee (3) minutes.
233

CW-l at Sandoz spoke for rnore thru

793.

The Teva increases on Ketoconazole were signif,rcant. For the cream, Teva, Taro

and Sandoz all increased the WAC price by approximately ll0o/o. For the tablets, Teva's WAC
increases were approximately 250o/o, but its customer price increases were substantially larger

-

averaging 528%.

v.
794.

New Relationships Emerge

By early 20l4,the generic drug industry was in the midst of a price increase

explosion. In an internal Teva presentation given shortly after the April2014 price increases
titled

-

-

Teva reflected on the cument state of the industry, noting that

the

In commenting on the future

implications for Teva's pricing strategy, the company stated:

795.

Understanding that many more competitors were enthusiastic about conspiring to

raise prices, Teva began to develop new and additional relationships with certain competitors

when implementing its April 4,2014 price increases. Some illustrative examples are set forth
below.

a)

Breckenridge

796. One of those new co-conspirators

was Defendant Breckenridge. Defendant Patel

already had a relationship with S.C., a senior sales executive at Breckenridge, and Defendant
Rekenthaler had a relationship with D.N., another senior sales executive at Breckenridge, so

Breckenridge was a prime candidate to coordinate pricing.

234

797. On November

14,2013, Breckenridge increased its pricing on both

EstradiolA{orethindrone Acetate Tablets ("Mimvey") and Cyproheptadine HCL Tablets.s For
Cyproheptadine, Breckenridge increased its WAC pricing by as high as l50Yo, and raised its
customer contract pricing even higher

- 400yo.

The increases to Mimvey were a more modest

20-27yo for both the WAC and customer pricing.6

798.

In the weeks leading up to those increases

maternity leave

-

-

when Defendant Patel was still out on

Defendant Rekenthaler had several phone calls with D.N. at Breckenridge to

coordinate the price increases. The two spoke twice on October 14,2013 and had a twenty-six

(26) minute call on October 24,2013. After those calls, they did not speak again until midJanuary 2014, when Teva began preparing to implement its increase.

799.

Over the next several months

follow the Breckenridge price increases

-

during the period of time before Teva was able to

- Teva followed the "fair share" understanding

to the

letter.

800.

With respect to Cyproheptadine HCL, Teva had approximately

54o/o market share

in a two-player market. For that drug, Teva consistently refused to bid or take on any additional
market share after the Breckenridge increase. For example, on February 7,2074, a customer
gave Teva an opportunity to pick up new business on Cyproheptadine. When she learned the

news, Defendant Patel called S.C. at Breckenridge. They ended up speaking twice that day

-

the

first and only phone calls ever between them. After speaking to S.C., Defendant Patel sent the

following e-mail regarding the customer's request:

5

Breckenridge had acquired the ANDA for Cyproheptadine HCL Tablets in September 2013 flom another
manufacturer, and immediately sought to raise the prices previously charged by the prior manufacturer as it began to
sell the product under its own label.
6
As discussed above in Section IY.B.2.a, Defendants Teva and Breckenridge had previously coordinated with
regard to a price increase on Mimvey on July 31,2012.

23s

Tablets by as much as 957o

-

to exactly rnatch

b)
803.

competitor on

Rising became a ruote

Di

Brec

idge's lil/Ac price on both products.

Rising
aling potential co-conspirator when CW-2, who had

sal. For that dmg, Rising had2lo/o market share in a two-player market

witlr Teva as of Malch 2014.

805.

Defendant Rekenthaler spoke to CW-2 of Rising ou December 5, 2013 for

fourteen (14) minutes. When Defendant Patel sent her initial list
on January 14,2014, Diflunisal was on the list, with Teva expecting to lead the increase.

236

to K.G

806.

Teva and Rising continued to coordinate the increase over the next several

months. For example, when Defendant Patel sent a nearly final list

of

to her

supervisor K.G. on March 17,2014, she included the following notation about Diflunisal:

That same day, Defendant Rekenthaler spoke with CW-2 twice. During those calls, CW-2
informed Defendant Rekenthaler that Rising,was having supply problems for Diflunisal and
might be exiting the market at some point in the future. CW-2 confirmed that it would be a good
opportunity for Teva to take a price increase.

807.

Defendant Rekenthaler and CW-2 spoke once again on March 31,2014, shortly

before the Teva price increase for Diflunisal. On

April 4,2014, Teva increased is WAC pricing

on Diflunisal by as much as 30Yo, and its contract pricing by as much as

182%o

for certain

customers.

808.

Rising ultimately exited the Diflunisal market for a short period of time starting in

mid-July 2014. When Rising decided to exit the market, CW-2 called Defendant Rekenthaler to
let him know. Four months later
entered the market for

- when Rising's supply

problems were cured

Diflunisal. Consistent with the fair

- Rising re-

share principles and industry code

of

conduct among generic drug manufacturers discussed more fully above, CW-z and Defendant
Rekenthaler spoke by phone on several occasions in advance of Rising's re-entry to identify

specific customers that Rising would obtain and, most importantly, to retain the high pricing that
Teva had established through its price increase on April

4,2014. On December 3,2014, Rising

re-entered the market for Diflunisal Tablets. Its new pricing exactly matched Teva's WAC price
increase from

April 2014.

237

c)
809.

Versapharm

On the April 4, 2014 Teva price increase list, Versapharm was a competitor on

two different drugs: Ethosuximide Capsules and Ethosuximide Oral Solution.

810.

When Defendant Patel began creating the price increase list, neither of these

drugs was considered a candidate for an increase. For example, when Defendant Patel sent her

initial

list to K.G. in mid-January 2074, neither drug was on the list.
81

1.

Versapharm was not considered a high-quality competitor. When Defendant

Patel created the quality competitor rankings in May 2013, Versapharm was given a -2 score in
the rankings. That did not stop Defendant Rekenthaler, however, from calling J.J., a senior

national account executive at Versapharm, and speaking for five (5) minutes on January 22,

2014. When Defendant Patel sent the next
2014

-

list to a colleague on February 26,

Ethosuximide Capsules and Oral Solution were both on the list, with the following

notation:

812.
7

, 2014

.

Defendant Rekenthaler called again and spoke with J.J. at Versapharm on March

Teva then raised prices on both drugs on April 4, 2074.

F

or Ethosuximide Capsules,

Teva raised is WAC price by 87%o, and its contract prices by up to 322%. For Ethosuximide

Oral Solution, Teva raised its WAC price by 20o/o and its contract prices by up to 81%.

813.

If Versapharm

\¡/as being tested by Defendants Patel and Teva,

flying colors. On April 9,2014

-

only five days after the Teva increase

it passed with

- Versapharm

increased

its pricing on both Ethosuximide Capsules and Oral Solution to a nearly identical price to Teva.

814.

Following their agreement on those two drugs, and with no reason to speak

further, Rekenthaler and J.J. of Versapharm never spoke by phone again.
238

vi.
815.

Impact

A few weeks after Teva's April 4, 2014 price increases went into effect,

Defendant Patel calculated the impact to Teva's net sales as a result of the
Based on her analysis, she found that the

April 4, 2014 price

April 4 increase.

increases resulted in a net increase

in sales to Teva of $214,214,338 per year.

m.
816.

April 15,2014 Price Increase (Baclofen)

Baclofen, also known by the brand names Gablofen and Lioresal, is a muscle

relaxant used to treat muscle spasms caused by certain conditions such as multiple sclerosis and
spinal cord injury or disease. It is generally regarded as the first choice by physicians for the
treatment of muscle spasms in patients with multiple sclerosis.

817.

Effective February 21,2014, Defendant Upsher-Smith took a signif,rcant price

increase on Baclofen, ranging from 350

- 420% to the WAC price, depending on the formulation.

Prior to the increase, Baclofen was not a profitable drug for Upsher-Smith, and Upsher-Smith
was considering whether to exit the market or significantly raise price. It chose the latter.

818.

The primary competitors in the market for Baclofen at this time were Teva

(62.4%), Qualitest (22.5%), and Upsher-Smith (6.8%).

819.

Teva initially considered following the Upsher-Smith price increase quickly,

part of its April 4,2014 price increases

- but decided against it. The primary

as

reason was that

Qualitest was in the market, and Teva considered Qualitest a "1ow-quality" competitor. In other
words, Qualitest would likely compete for market share if Teva increased its price.

820. Starting on April 10,2014,

however, Teva learned that Qualitest was having

supply problems, and could exit the market for at least 3-4 months, if not permanently.

239

821.

Upon learning that the only significant remaining competitor in the market would

now be Upsher-Smith

- a high-quality competitor - Teva immediately

decided to follow the

price increase. Defendant Patel asked one of her direct reports to start working up price increase
scenarios for Baclofen that same day.

822.

Upsher-Smith was a highly-ranked competitor by Defendant Patel (+2) in large

part because of Patel's relationship and understanding with 8.L., a national account executive at

Upsher-Smith. In the week before she started her employment at Teva (after leaving her
previous employment), Defendant Patel and B.L. exchanged several text messages. During her

first week on the job, as she was beginning to identify price increase candidates and high quality
competitors, Defendant Patel spoke to B.L. on

April 29,2013 for nearly twenty (20) minutes.

During these initial communications, Defendant Patel and B.L. reached an understanding that
Teva and Upsher-Smith would follow each other's price increases, and not compete for each
others customers after a price increase. Their agreement was further cemented in June and July
2013, when the two competitors agreed to substantially raise the price of Oxybutynin Chloride.

823.

There was no need for the two competitors to communicate directly in this

situation because it was already understood between them that Teva would follow an UpsherSmith price increase based on Defendant Patel's prior conversations with 8.L., and based on the

history of collusion between the two competitors.

824.

Effective April 15, 2014,Teva raised its WAC and SWP pricing to match Upsher-

Smith's pricing exactly. Teva increased its WAC pricing from 350%

- 447yo,

depending on the

dosage strength. Teva would not have increased its prices on Baclofen unless it had an

understanding in place with Upsher-Smith.

240

825.

suant to the apeerneut betwee¡r the cornpanies, Teva dicl not seek to take any

customers from Upsher-Smith dtuing the time period

after

sher-Smith's increase and before

K.G. agreed:

high prices in the market.

n.
828.

July 1,2014 Price Increase (Fluocinonide)

Fltrocinonide, also known by the braud

Lidex, is a topical corticosteroid

used for the heatnnent of a variefy of skin conditions, including eczema, dennatitis, psoriasis, aud

vitiligo. It is one of the most widely

prescribed dennatological drugs in the United States.

24t

829.

There are several different fonnulations of Fluociuouide including, amoug others:

Fluocinonide 0.05% crealn, Fluocinonide 0.05% en¡ollient-based cream, Fluocinonide 0.05% gel

I
I
I

I
I
I

I
I

I

I
I
I

I
I

depending on the

fo

lation.

Formulation

Fluocinonide

Percentage lncrease to WAC

0.050/o Gel

155

Fluocinonide Emollient-Baced 0.05% Cream

242

-

25570

160

-

43070

Taro notified its custourers of the i¡rcreases the day before they became effective

832.

lvas

- Juue 2,2014.

Defendant Patel knew of these (and other) Taro increases well in advance, and

a¡ed so that Teva would be able to quickly

follow the price increases. Defendant Patel

I

I
I

835. On Jt¡ne 3,2014 - the day the Taro increases

on Fluocinonide became effective

CVS reached out to T.C., a senior sales executive at Teva, indicating that it had an

243

-

on Fluocinonide 0.05% Creaur aud Fltrocinonide 0.05% Emollient Cr€am, but did

not give a teason for providing that opportuity to Teva. The CVS

r

sentative offered to
e

points so that Teva could follow quickly.

836.

r

T-C. stated that she had not

tuessages

Defendaut

about a price i¡rcrease ûom anyoue else, but

De

cated that she would

837.

he

Patel

Patel stated:

diately began snooping around by exchanging five (5) text

with Defendant Apraharnian at T

.

Later that afternoon, she reported that she had

but that she was
suggestecl that

it rniglrt be a good opportunity to take some share from Taro

K.G. at Teva

-

the market share

leader on several of the Fluocinonide fonuulations. He asked Defendant Patel to provide

by the next day. Patel responded at 4:23pn, urakiug it clear that she had been talki¡g
to Defendant Aprahamian not only about Flt¡ocinonide, but other dnrgs as well:

244

obtahed

additional!

839.

ilrat she did not want to put in writing:

That same day. Teva received a bid reqrtest fr'om another large customer,

Wahnarl. Shortly after that e-mail was forwarded to her, Defendant Patel lesponded by making
it clear that Teva would play nice in the sandbox with Taro:

245

order and GPO). Prior to sending

841.

coincidentally,
Sandoz, CW-3,

thatl

oe

t Patel had spoken to Aprahamian on

Saudoz was also a competitor on two fonnulatio¡rs of Fluocinonide

De

dzurt

-

Apraharnial was having si¡nilar corrrrnuûications with his co¡rtact at

duiug tlús time period. At least sorne of those calls

246

are set forth below:

6ltU2OL4
6ltBl2OI4
6hßl20f4
6lLgl20t4

(Taro)
(Taro)
(Taro)
An
Ara (Tarol

Volce
Voice

Aprahamlan, An
Aprahamian, Ara

Volæ

Aprahamlan,
Aprahamlan,

Voice

61 2Ot4 Voice

Aprahamian, Ara

Outsolnc
Outtoing
Outeolng
Outgolng

(Taro) lncomins

(sandozl G0tfi
(Sandoz) G01:00
(sandoz) ûm:æ
Oñ/-3
CW-3 (Sandoz) 0:01;ü)
Cltr/-3

CW-3

CW-3 (sandoz)

0:04:00

day. The notice stated:

nearlythirteeu

increased its

(13)

WAC

es.

cing to match Taro's pricfurg almost exactly. That same day, Defendant

Patel spoke to her contact at Sandoz

- CW-l - several tirnes, including at least those calls set

forth below:

247

Date

Name

Volce
Voice
Voice

ilU2oL4

Pate

Voice
Volce
Voice

Pate

Voice

845.

Direction

Nisha
Nlsha
Nisha

ïme

Outgolng

CW-1

lS:(E:31

lncoml

cw-1
cw-1
cw-1

Duration

7:54:45

15:ül:36

Nisha

Patel, Nlsha (Teva)

Contact Name

cw-1
cw-1

Nlsha

lnoml
lncomi

I

Nisha

959:38

75:21l.17

17:58:19

0:

this time period, Actavis had also started to re-enter the urarket for

248

Volce
Voice
Voice

t2l912Ot4

t2/1ol2ot4
72lLOl2Ot4

72lrDl2Ot4

72ltu2Or4
12ltu2Ot4
r2ttz/2oL4

t2hil2OL4

tutsl2t.L4

Falkin, Marc (Actavis)
Falkin, Marc (Actavis)
Falkin, Marc (Actav¡s)
Falkin, Marc (Actavis)

Voice
Voice
Voice
Voice
Voice
Voice
Voíce
Voice
Voice
Voice
Voice
Voice
Voice
Voice
Voice

o.
846.

Falkin, Marc (Actavis)
Aprahamían, Ara (Taro)
Aprahamian, Ara (Taro)
Falkin, Marc (Actavis)

Falkin, Marc (Actavis)
Falkin, Marc (Actavis)
Falki n, fvlarc (Actavis)
Aprahamían, Ara (Taro)
Aprahamian, Ara (Taro)
Falkin, Marc (Actavis)
Falkin, Marc(Actavis)
Falkin, Marc (Actavis)

lncoming
lncoming
lncoming

Rekenthaler, David (Teva)
Rekenthaler, David (Teva)
Rekenthaler, David (Teva)

Outgo¡ng

Rekenthaler, David (Teva)
Rekenthaler, David (Teva)
M.D. (ActavisI

Outgoing
Outgoìng
Outgo¡ng

lncoming
lncoming
Outgoing
lncoming
Outgoing
lncoming
Outgoing
Outgoing

M,D.

0:01:00

Rekenthaler,
Rekenthaler,
Rekenthaler,
Rekenthaler,

David (Teva)
David (Teva)

0:(û22

David (Teva)
David (Teva)

0:@:19
0:07:59

lncom¡nB

Rekenthaler, David (Teva!
Rekenthaler, David (Teva)
M.D. (Aaavis)
Patel, Nisha (Teva)
Rekenthaler, David (TevaI

Outgoing
lncoming

Rekenthaler, David (Teva)
Rekenthaler, David (Teva!

0:(B:(D

0:ft07
û02:37

0:02:fl)
0:15:ü)
0:02:35,
0:02:¡10:
a

August 28,2014 Price Incresses

Ou Augrrst 28. 2014. Teva raised prices ou a

uu

er of different dnrgs. iucluding

those set fotth belor.v:

Follorving the uomral patteru, in the days and weeks leacliug up to the price increase, Defeuclants
Patel arrd Rekenthaler wele corrmruìicatilg with evely hipfi-quality colnpetitor oû tlìose dnrgs to

249

p¡aphic below:

lvllllrl
1,--i(

rìrlr. -:r: ì.1.t-,ì;t',ìj ¡l:it
::/,iì :i':f l- -ìl
pat

R:k:r.lh¡lrr tp!r,rk: t.) llc:tr

L,',

8/

iI 'i:,j

is);

:ll1¡ (l

ori

cai s)dûci

8/2.r

-lrryÉ,:11.,

spÊai s

cell:), {ìr[rû:irrler
SileðiS ta L-l Ê:i'

o.

a: ii¡: i

8,,

i

Q

i2

on8í ¿1

(rr:.¡',-..1¡itr:

i ii

:riì

¡ nil S./i

,,o

l

l:

ÁpDtex:
fiekerìthaier
snFali lo l.H. on
8122 i2 crlls) and
8123 ¡2calls)

Anìneal:
Reåenthalcr
rpeaks to 5.ß {2}

ir,]¡¡ i 1 1-"¡.;

:c

i/2, (ì

(:reeir r-i:

-iÈl

: :¡, ll, D c,

;itt¡i

Zyjr:
rdlei

..

Iìi!,r'fll).ì(r

'i:' rl,

¡,1

t ¡ [l

(

ì,lll
¡.,.rr¡ tl,.,ll.ì

¡ ji

;\'Jl litr;ìtir

Àr

t¿vì¡:

P;te1 sp:af,: :ù RoFÈ!;or or B,'27 (l ¡¿ ls'
l- ¿l.elt lla i
. tÉll , tu i .lil. tr ir 8/ 'i8 -ì

t¿r :) Ei 2.1. 8r.ib .l ¿il:) ;lt{ V2S

250

Date

Name

Dire

Contact Name

Time

cw-1

7:11:03

Volce
Volce
Voice

Nisha

Rick

Nlsha

Rlck

8r02:42

Voiæ

Nlsha

Voice

Nisha

Volæ

Nlsha

R¡ct

Voice
Volce
Voice
Voice
Voice
Voice

Nisha

R¡ck

o

8:02:19

851. Si

Nisha

8:27t27

Kevin

Nlsha

Ou$o¡ng

Nisha

lncomi

rson, Rlcl

Nlsha
Nlsha

8:3tül

1

lncomi

Nlsha

8:32:42

8:4t01
8:41:06

(Actavls)

Kevin
Jim
Jim
Kevin

8:58:01
9:21:26
10:!14:30

16:29:08
17:(þ:15

arly, with regard to the dnrg Prochlorperazire, Defendant Rekeuthaler

coùrmunicated with Defendant Nesta at Mylan on August

7

August I l,

as shown above.

Defenda¡rt Nesta, in hrm, comnunicated with M.D., a senior sales executive at non-Defendant
Cadista Phar:uaceuticals, on the same days that he had been communicating with Defendant
Rekenthaler.
251

852.

A large number of the drugs on Teva's August 28,2074 price

increase list were

selected because Teva was following a "high quality" competitor. The coordination between

Teva and certain co-conspirators regarding those drugs is discussed more fully below.

i.
853.

Mylan

Effective April 17, 2074,Mylan increased its WAC pricing on a number of

different drugs, including several that overlapped with Teva. Mylan also increased its contract
prices, but at least some of those price increases would not become effective until mid-May

20t4.

854.

Pursuant to the established understanding between the two companies, Teva

immediately decided that it would follow the Mylan increases. On April 21,2014, T.S., a
national account executive at Teva, forwarded to Defendant Patel two spreadsheets with WAC
and AWP pricing information for the price increases taken by

Mylan. The spreadsheets were

created by Mylan personnel.

855.

Defendant Patel, in turn, forwarded the e-mail to the Teva sales team and stated:

The list that Defendant Patel referred to included the following
products, several of which had been the subject of coordinated price increases in 2013 as well:

Amiloride HCL/HCTZ Tablets; Cimetidine Tablets; Enalapril Maleate Tablets; Fluvastatin
Sodium Capsules; Loperamide HCL Capsules; Prazosin HCL Capsules; and Sotalol
Hydrochloride Tablets.

856.

Within days, Teva began receiving requests from its customers for bids due to the

Mylan price increases. On April24,2014, Defendant Patel began to formulat.

252

uI

in order to respond to those requests, but noted that Teva was

I

about the Mylan custourer contract price poiuts, which were not publicly availal¡le.

the Mylan shategy, Defendant Patel noted that oue of her
have been

a

Mylan

opriate for this sihtation. and concluded that:

253

ase shategies rvould

not

Shortly after receiving that e-mail
Defendant Nesta

at

al

- at I l: l5aur that

uring

-

Defendant Rekenthaler called

and left a message. Nesta retumed the call at I 1:23am, and the two

spoke for nearly eight (8) rninutes.

The e-rnail was uncleal ou where T.S. had

obt

ed

this!

but the spreadsheet attached to

her e-mail was created by a Mylan employee.

861.

Defeudants Rekenthaler and Nesta spoke again ou ilday 20,2014. Anùed with

this uew source ofl

Defend

price iucreases exactly, without

dis

Patel was urore coufident that Teva could follow the Mylan

ting the market. That sarne day,

as Defendant Patel began

to create a uew list of Teva price increase caudidates, she iustucted a colleague to include the

254

Mylzur increase dnrgs

called

"follol."

862.

-

with specific price points

- as its owrì. separ-ate

tab in the spreadsheet.

Her colleague proviclecl the list, as requested, on May 2I.

On May 2l ^2014. Defeudauts Rekenthaler aud Nesta spoke twice, including one

call lasting neat'ly four' (4) uri¡lrtes. By May 28. Teva had a ruuch rnore cornprehensive list of
price increase iter¡rs. On that list, seveu of the Mylan

ite

were prorninently listed rvith

a

notation listed uext to each:

r

r

I
I

I

Also on the list were tluee additional Mylan dmgs for which Teva would be leading the price
increase: Diclofenac Potassitun Tablets; Fhubiprofen Tablets; and Prochlorperazine Tablets.

863.

With the list finnly squaled away

at the encl of

May, Defendants Rekenthaler and

Nesta had uo need to speak again until Aupltst, when Teva was preparing to irnplement the price
255

increases. In the weeks leading trp to the Aupust 28,2014 Teva price increases, Defendants
Rekenthaler a¡rd Nesta spoke several tirnes to coordinate, including at least the calls set forth

below:
Date

Direction

Name

Volæ

Voice

Rekenthaler, Oavid

ii.

agreed and made plans to

866.
version ofher

Duration

Jlm

2014 Voice Rekenthaler. David lTeval
L4 Volce Rekenthaler, David (Teva)
BlL L4 Volce Rekenthaler, David (Teva)
Volce Rekenthaler, Davld (Teva)
Al
Aßlz0t4 Voice ,Rekenthaler, David (Teva)
8|2U2OL4

Contact Name

Davld

lncomlnc

Nesta. Jlm f lvtvlanl
Nesta. Jlm (Ivlvlanl

0:06r(tr
0:14:(tr

Outgoing
Incomlng
Outgolng

Nesta, Jim {Mylan}
Nesta, Jlm (ltrlvlan)

0:02:ü)

Nesta, Jlm (lvtylan)

0:01:(tr

lnomin¡

(Teva) O

ing

û06:û)

ûtl:(tr
Nesta, Jim (Mylan)

Taro

follow theur before Ta¡o had even put theur into effect.

Specificall¡ on May 28,2014, T-S. of Teva

s

spreadsheet.

Taro drugs, which had uot yet been increased by Taro:

256

Defeudant Patel the then-curreut
at list included the

following

Defendant Patel likely obtained this information from Defendant Aprahamian on May 14,2014,
when the two exchanged eight (8) text messages and spoke for more than four (4) minutes by
phone.
867

.

On June 3,2014

-

the date of the Taro price increases on Fluocinonide,

Carbamazepine, Clotrimazole, Warfarin and other drugs

- Defendants

Patel and Aprahamian

exchanged five (5) text messages. After exchanging those text messages, Defendant Patel

confirmed to her supervisor K.G. and another Teva representative that Taro had in fact raised its

pricing on Fluocinonide. Defendant Patel then added

At 5:08pm that evening, Defendant Patel called Defendant
Aprahamian and the two spoke for nearly seven (7) minutes.

868.

First thing the next morning, Defendants Patel and Aprahamian exchanged two

(2) text messages. Then, at 9:56am, the two spoke again for almost twenty-six (26) minutes.
Shortly after hanging up the phone with Defendant Aprahamian, Defendant Patel sent an e-mail
to K.G. making it clear that she had obtained

additionatl

regarding the Taro price increases

that she did not want to put into writing, stating:

869.

On June 72,2014, Teva internally discussed future projections regarding

Carbamazepine

-

including the fact that its API supplier might run out of supply sometime in

2015. One of the options discussed was

a

price increase. K.G.

been in discussions with Defendant Aprahamian and

increase on Carbam azepine (and other drugs)

-

had!

stated

257

-

aware that Defendant Patel had

regarding the Taro price

hr
fact, Defendant Patel had communicated with
rnore than nine

(9)

Date

rahamian earlier that same day for

es.

Direction

Name

Text

Defeu

Contact Name

Ara

Nlsha

Vole
Voice
Volce
Voice
VolcÊ
Volce

Time

Nlshe
9:16:52

Nl¡ha
fd

Kevin
Kevln
Kevin

Nisha
Nlsha
Nlsha

4:37:ü)
15:!16:37

15:4L26
Arô

Kevln

8:ül:10

her supervisor K.G., about a list of drugs on which Teva planned to raise prices. A ntmber
theru

- including

of

Carbamazepine Chewable Tal¡lets, Carbamazepi¡re Tablets, Clotrimazole

Topical Solution, Fluocinonide Creatn, Emollient Cream, Gel and Ointment, and rüVarfarin
Sodirrm Tablets

-

i¡rcluded the uotation

as the reason for the lncrease.

258

For that list of drugs, Defeudant Patel dilected that
Defendant Patel's directive meant that Teva would not seek to conrpete for
rnarket share against Ta¡o or Zydus when approached by customers due to those cornpetitors'

price increases.

already been

y, Patel stated:

a¡rd

259

de

Direction

Name

Date

Volce
Voice
Volce
Voice
Volce
Voice

Contact Name

Nisha
Nisha
Nlsha

Time

Ara
Green, Kevin

(Teval

ln@mlng

8:!18:(Þ

8:41:07

Ara(Taro)
Kevln

0:üÌ01
0:üÌ04

73;56¡,47

14:(ts:53

Are
Kevin

14:24:¡f5
L4:25:32

15:¿lû(B
Ara

I

Volce

Volce

Nlsha

Kevln

Patel, Nisha

(Teva) Outgolng

i¡i.

6ltsl20t4

16:01:31
16:23:!16

(Zydus) , L7:24:Oi 0:fjl:15

us

Green, Kevin

Actavis had just 37o of the ura¡ket.

878.

Top

e Capsules.

Defen

Gleen at the time of the Zydus

In April 2014, Zydus raised its price for

Defendant Patel was iu freqtrent communication with

price increase.

879.

ln the days leadiug up to the Jtrne 13 Zydus price increase on Warfarin, which is

discussed more

ñllly above, Defeudant Kevin Green coordirrated with both Defendant Patel and

Defendant Rekenthaler at Teva, as set forth iu the table below:

260

Name

Date

W4!!

-Ye!99
Volce

Contact Name

__Rekenthaler, Davld
Nlsha

Volce
Volce
Volce

Rgkenthale¡.QryJd

Volce

Fþg

Time

- . l'!!iQ
tl:25t26
llgv_ql !¡gry{ry Green, Kevln (Zydusl ¡l:37:(þ
(I-e-,v_a.l

p¡e_-e¡leyþ.lzydusl
Kevln

Nlsha

"

Nlsha

Gree

Kevin

15:36:37

Xevln
Green, Kevln

with a notatiou:

o days before that

(Zydusf

-

t5|4t26
8:13:10

the sarne day that Defeu

in the days and weeks before it.

iv.

coo

ated.

883.
tlu'ee

Competitors Follow Teva

For example, on October 10, 2014 Sandoz followed Teva's price increases on

dmgs: (l) Arnoxicillin/Potassirur Clavulanate Chewable Tablets; (2) Diclofenac

Potassiuur Tablets; and (3) Peuicilli¡r V Potassiurn Tablets. Following the nonnal pattern,
Defendant Patel of Teva spoke to

CW-l of

Sandoz on the day of the Sandoz price increases

more than tluee (3) minutes.
261

for

884.

Then, on December 19, 2014, Actavis followed the Teva price increase on

Desmopressin Acetate Tablets. Defendants Rekenthaler of Teva and Falkin of Actavis spoke

frequently in the days and weeks leading up to the Actavis price increase, including calls on
November 18, November 27 and November 25,2014.

885.

Indeed, even before Actavis followed the Teva price increase, Teva knew that

Actavis planned to increase. For example, on October 15, 2014
before Actavis raised its price

-

-

approximately six weeks

Teva received a request from a customer asking Teva to reduce

its pricing on Desmopressin Acetate because it was no longer offering competitive prices.
Defendant Patel's initial response to the customer was

In a subsequent internal discussion, Defendant Patel expressed how difficult it
was to actually keep track of all of Teva's different collusive agreements, saying:

886. Similarly, on March 4,2015, Mylan followed the Teva and Sandoz price
increases on Diclofenac Potassium Tablets. Defendant Rekenthaler coordinated that price
increase with Defendant Nesta of Mylan during two phone calls on February 18 and one call on

February 19,2015.

p.

January 28,2015 Price Increases

887. Shortly after the August 28,2014 Teva price increases, Defendant
a new

Patel accepted

position at Teva. She left her position in the pricing department to take on the role of

Director of National Accounts at Teva. Her new position meant new responsibilities,

262

necessitating rnore fiequent h'avel to custoruer conferences and trade shows, giving her a gleater

888.

'When

Defen

t Patel left the pricing deparhnent at Teva her position was not re-

several of its competitors related to these drugs are

263

set

below:

er:il¡¡<::l ll B.
r ìrr le.J;
l-lai,cIth. í ?rcll,l i. I tl
(\/: .i Sili! :: P:,1 !-, l,'lg
il ¡i'.t
Reil¿ni'.¡

íPrr)

rrr i¿ ir, (1.1

L

,r:-

"
'.j:rl i:L-1i,1,1

:¡ó 111

:¡1.!.

i-ro"
-lr(j

r,illJ

<

,( .:

were all

.1 t. :
fi ;. r 1rì f,: i jli:,r l
r, j. lI .li,r" li,i!

892.

d

Ílc

P.rd

ndq/r:

.prl¡

ttl.

to

ln

¡¡r,

$rüúh(Hã2001*.a

D,dúÊ¡ffiËb
þ.bdal

it, , lì .;:r ;). t:r t,)r '¡: ì,) trr l/lr:i,l

rtiìl::i

rryell-a

I

irl ;:
i !.I
¡l irrllr:_,'

r¡

-.r'

1,,.r

t

by Teva's competitoñ.

Some specific examples of Teva's coordination with cornpetitors about its January

28,2015 price ircreases arc set

fo

below.

264

i.
893.

Febru

Propranolol

Propranolol HCL Tablets, also known by various braud nalnes incltrding Inderal

17,2015.

Date

Name

D¡rect¡on

Contact Name

Time

td

7:1&(Il

David

15:39:(þ

Voice

Davld

3:1ûül

Voice

896.

Rekenthale

Rekenthaler Davld

6:Z):(Ð

eed, the day before Actavis seut the price increase notice to its customers,

Name

Date

Contact Name

TÌme

Volce

Reke

Volce

Reke

David

Jim

3:12:(þ

Reke

Davld

m

5:Sl:ü)

Volce

897.

Duration

lvbrr

Reke

On Jaluary 16, 2015

lVlarc

-

more than a

Propranolol was disclosed to the ptrblic

-

mo

before the Actavis price ilcrease for

Defendant Rekenthaler forwarded Teva's price increase

7

D,,rittg this ti¡ne period. Heritage and Qualitest were both sufferiug ñ'om long-tenu supply isstres on Propranolol
and were not viable courpetitors in the rna¡ket.

265

list to Defe¡rdant Patel. Propranolol was on the list, with the following explauations about
pricing sh'ategy aud reasous for the price iucrease:

days leading up to

exa

Teva's

ce increase.

le, the day before those price increases becaure visible to the public

- Febmary 16, 2015 -

2015 and again on Febnrary 19,2015.

900.

Mylau ultirnately followed the Teva and Actavis price increases for Propranolol

with a pdce iucrease of its own

ii.

ou

y

10, 2015.

Ciprofloxacin HCL and Glimepiride

901. Ciprofloxach HCL Tablets,

also kuowu by valious brand nâmes inchrcling

Cetraxal, Otiprio and Ciloxan, is an antibiotic that fights l¡acteria in the body. It is used to treat

different types of bacterial iufections, iucludiug skin infections, bone and joint infections,
respiratory or sinus iufections, tuilary tract infections, and certain types of diarrhea.
266

902.

Glirnepiride Tablets, also knowu by the l¡rand name Auraryl, is a medicatiou used

to couhol high blood sugal in people with

903.

tpe 2 dial¡etes.

Dr. Reddy's sigrificantly increased its pricing on both

533o/o depending on the dosage

Voice
Volce
Voice

Patel, Nisha
Nisha
Patel, Nlsha
Patel, Nisha

Direction

(Teval

906.

Contact Name
v.B.

Time

Duration

73:28:12

V.B.

ln@m¡ne

v.B.

951:53

V.B, Dr.
V.B. (Dr.

il24120L4
Voice

floxaciu HCL and

stlength. The increases to the Glimepiride WAC were

Name

Voice

C

Nisha

9:19:¡14

Reddy's)

v.B. Dr.

1û31.:æ
1O¡10:28

Despite Dr. Reddy's best efforts, Teva was unable to add Ciprofloxacin HCL or

Glimepiride to its August 28 price

increase.

the sarne day that Teva sent its price increase

notices out to its customers, T.W., a senior accoturt executive at Dr.

Red

s, obtained a

complete list of Teva's price increases (including a nunber of drugs not sold by Dr. Reddy's).

Although unclear how T.V/. obtained this infonnation, the subject line of the e-rnail clearly

267

id

ified the information

In her rnessage to several other Dr.

as

Reddy's colleapges. T.W. stated:

conversations.

on October 10,2014.

pricing. I¡r the days leading up to the Actavis price increase, Defe¡rdant Rekeuthaler of Teva
spoke to Defendant Falkin of Actavis several tirnes to coordinate the increase, includi.g twice on

Deceuber l7 (iucludhg one call lasting uearly nine (9) ruinutes) and once on Decenber 18,

20t4.

268

909. When Teva did follow the Dr. Reddy's (aud Actavis) price increases

on

Ciprofloxach HCL and Gliurepiride, on January 28, 2015, Teva raised its V/AC pricing to match
Dr. Reddy's WAC prices exactly. That same da¡ Dr. Reddt's was (again) al¡le to obtah a ftltl

iii.

of Actavis to

co

Griseofulvin

inate the increase. Some of those calls ale detailed below:

Date

Name

Direction

Contact Name

Volæ

Rekenthaler, fhvld

Voice

Davíd

ld

Marc
Marc

Voíce

fÞvid

À4arc

Voice

Davld
David
David
David

Marc
Marc
Marc

Voice

Voiæ

fÞvid

Duration

lvlarc

Voice

fVhrc
lVlarc

Nisha

Ric*

The Actavis price increase for Griseofirlvin became effective on October 6,2014.

912.

Teva promptly added Griseofillvin to its own price increase list, with the notation
as the reasou

for the price increase

913. Teva followed the Actavis increase

for Griseofirlvin duing its next price ilcrease

eveut on January 28,2015. As discussed above, in the days leading up to that price increase

269

Defendants Rekenthaler of Teva and Falkin of Actavis coordinated frequently. Teva's price
increase for Griseofulvin Microsize OraI Suspension matched Actavis's WAC pricing exactly

Competitors Become "High Quality" After Successfully Colluding

3

With Teva

a.

M:ay 2014: Defendant Patel Updates The Quatity Competitor

Rankings to Reflect New Relationships

914.

A little more than ayear after she fîrst circulated her Quality of Competitor List,

Defendant Patel finalized an updated list on May 9,2014. This updated list reflected changes in

Teva's conspiratorial relationships.

915.

Although ceftain competitors retained a high-quality ranking throughout the entire

relevant time period

-

like Defendants Mylan, Sandoz, Actavis and Taro

-

other competitors saw

their ranking increase (sometimes dramatically) after successfully colluding with Defendant
Patel or others at Teva on one or more drugs during the prior twelve-month period. These
changes demonstrate that Teva's quality competitor rankings were, in reality, a list of co-

conspirators that Teva could trust to adhere to the illegal agreements.

i.
916.

Apotex

Apotex, for instance, was one of Teva's two lowest-ranked competitors in May

2013 with a ranking of
lv{.ay 2014, however,

-3.

When Defendant Patel updated her Quality Competitor rankings in

Apotex was rated 12

- an increase in five points over that twelve-month

period.

917.

Apotex made this jump in Teva's quality competitor rankings in large part due to

Defendant Patel's relationship with 8.H., a sales executive at Apotex, and the successful

coordination between Apotex and Teva in2073 on Pravastatin and Doxazosin Mesylate,
discussed above in Section IV.C.2.i.ii.

270

918.
29 ,

As noted above, Defendant Patel revised her May 2013 price increase list on May

2013 to add, inter alia, Pravastatin. The day before

- May 28 - Apotex increased

its price on

Pravastatin by over 100%. Apotex's new, higher prices for Pravastatin exactly matched

Glenmark's May 16,2013 price increase.

9I9.

In the days leading up to Defendant Patel's decision to add Pravastatin to her list

of price increase candidates

-

and Apotex actually increasing its prices

communicated frequently with B.H. at Apotex. Between

l|.1.ay

- Defendant

Patel

20 and May 24,2013, the two

spoke five (5) times.

920.
Zydus

Teva ultimately raised its prices on Pravastatin

- on August9,2073.

-

to follow Glenmark, Apotex and

In the days leading up to the Teva price increase, Defendant Patel

spoke to B.H. at Apotex three (3) times to coordinate.

921.

At the same time that Teva raised its prices on Pravastatin in August2013, it also

increased its pricing on Doxazosin Mesylate. Teva's new, increased price (a 1,053o/o increase)
matched Apotex's (and Mylan's) recent price increases. Apotex itself had increased the price

of

this drug on July 23,2013. B.H. of Apotex and Defendant Patel of Teva had one conversation
the week before Apotex took the increase, in addition to coordinating before Teva followed on

August 9, 2013.

922.

Apotex soared dramatically in the quality competitor rankings for one additional

reason: in April 2013, Apotex hired J.H. as a senior executive. Defendant Rekenthaler of Teva
and J.H. began communicating regularly after J.H. was hired by

Apotex. There is no record that

they had ever communicated by phone before that.

923. That relationship continued

through 2014. On April 4, 2014,Teva increased the

price on Pentoxifylline by as much as 69o/o. Despite the fact that Apotex was the market leader

271

at that time, Teva chose

to lead the price increase on Pentoxifylline. In the weeks leading up to

Teva's price increase, Defendant Rekenthaler of Teva engaged in numerous communications

with J.H. at Apotex. The two spoke twice on March 7,2014, for two (2) andthree (3) minutes,
respectively. They spoke again on March 20 for four (4) minutes, and again on March 25 for two
(2) minutes. A week after Teva increased its price

-

on

April ll,2014 - they spoke again for

five (5) minutes. During these calls, Defendant Rekenthaler gathered Apotex's pricing plans and
conveyed them to Defendant Patel.

924.

As a result of Defendant Patel and Defendant Rekenthaler's successful

coordination with Apotex executives, Defendant Patel dramatically increased Apotex's quality
competitor ranking in May 2014.

ii.

Zydus

925. Zydus - like Apotex - had been one of Teva's two lowest-ranked
ll4ay 2013 with a ranking of

competitors in

-3. But, when Defendant Patel updated her quality competitor

rankings in May 2014, Zydus was rated *2, an increase in fîve points over a twelve-month

period. While Apotex's increase in the ranking was due to Teva's successful collusion with
Apotex on several price increases in 2013 and20l4,Zydus's increase was more personnel-

oriented: Defendant Kevin Green, who had himself conspired with a number of competitors
while at Teva (at the direction of and in coordination with Defendants Patel and Rekenthaler at
Teva, among others) moved from Teva to Zydus in November 2013. With Defendant Green

firmly installed atZydus, Defendant Patel was emboldened to more fully include Zydus in the
conspiracy.

926.

Defendant Patel's confidence was well-founded. In the year after Defendant

Green joine d Zydus, the two companies successfully conspired to divide markets and allocate

272

customers relating to Zydus's entry into the market for multiple drugs, including: Fenofibrate
(February

- March 2014), Paricalcitol

Etodolac ER (May

(March

- April

2014),Niacin (May

- July 2014). These agreements are discussed

more

- June 2014), and

fully above in Section

IV.C.l.h.
927

.

Teva and Zydus also agreed to increase prices on Topiramate Sprinkles and

Warfarin Sodium tablets. Zydus increased the price for both of those drugs on June 13,2014.
Teva followed with an increase on both drugs on August 28,2014. With respect to the

Topiramate Sprinkles, Teva was explicit in its internal communications that its increase was to

"follow competitor," namely Zydus.

928.

In the days leading up to both companies' price increases, Defendants Green and

Patel communicated frequently to coordinate the price increases. On June 19,2014

before Zydts increased its prices
August 27 ,2014

929.

-

- Defendants

- four days

Green and Patel spoke four (4) times. And on

the day before Teva raised its prices

-

Green and Patel spoke three (3) times.

Defendant Green was also communicating frequently with Defendant Rekenthaler

of Teva around the time of the price increases on Topiramate Sprinkles and Warfarin Sodium
tablets. On June 17,2074, the two men spoke for eight (8) minutes. On August 20, the two
exchanged an addition al pair of phone calls.

930.

Defendants Patel and Rekenthaler did not communicate with Defendant Green in

isolation. The two Teva executives made sure to keep each other apprised of their conversations
with competitors, including Green. In early 2014,Defendants Patel and Rekenthaler both
worked largely out of Teva's home office. After either one of them engaged in a phone call with
a competitor, he or she

would be sure to provide an in-person debrief of the communication so as

to avoid putting such information in writing.

273

931.

Even before Defendzurt Greeu joined Zydus in November 2013, Teva had some

success iu coordinating price increases with Zydus. As discussed above, Defeudant Patel

decided to add Pravastatin to her price increase list only after
the increase. Iu the week

lea

det

g up to Defendant Patel's decision to revise herprice increase

Date

Direction

Name

Contact Name

Voice
Voice

Kevin
Kevin

M.K.

Gree

Kevin

K.R.

Voice
Voice
Voice

Kevln

K.R.

Gree

Kevin

K.R.

Kevln

M.F

M.F.
M.K.

, Defendant Patel reconurended that Teva

already raised their prices

Defend

Duration

M.K.

Kevin

-

follow the competitors that had

including Zydus. Prior to Teva raising its prices ou August 9,2013,

Green spoke to K.R. at Zydus tluee

times-twice on Augrut 4,2013

and ouce on

Aupnrt 5.

üi.
934.

list

K.R.

6ree

Voice

that

Green, Kevin
Kevin

Volce
Voice
Voice

2013. At

ning that Zydrs agreed to

Heritage

Heritage, like Apotex and Zydus, was not a hi¡ihly-ranked competitor when

Defendant Patel fust created the qtrality of competitor ranking list

274

h May 2013. Initially,

Defendant Patel gave Heritage a ranking of

"0." However, when

Patel updated her quality

competitor rankings in May 20l4,Heritage received the highest possible ranking of +3.

935. The reason for Heritage's

significant improvement in Defendant Patel's quality

competitor rankings was the relationship that Defendant Patel established with the Vice President

of Heritage, Jason Malek. After moving to Teva, Defendant Patel began communicating with
Malek by phone as early as July 9,2013. From that date until July 25,2014, the two spoke by
phone at least 37 times.

936.
drugs

-

Heritage's successful effort to coordinate price increases with Teva on seven

Acetazolamide, Glipizide-Metformin, Glyburide, Glyburide-Metformin, Leflunomide,

Nystatin, and Theophylline

-

is described in the Plaintiff States' Consolidated Amended

Complaint dated June 15, 2018, MDL No. 2724,2:77-cv-0376S (E.D. Pa.), which is incorporated
herein by reference.

iv.
937

.

Lupin

In Defendant Patel's initial li4ay 2013 quality competitor ranking list, Defendant

Lupin was given a ranking of +2. When Defendant Patel updated her quality competitor
rankings ayear later, Lupin received the highest possible rating of +3.

938.

Defendant Lupin was awarded the highest score in the quality competitor ranking

in 2014 because Defendant Berthold of Lupin earned Defendant Patel's trust by consistently
agreeing to her price increase plans. From May 201 3 through

April 2014, for example,

Defendants Patel and Berthold spoke at least 76 times by phone. Defendant Green, while still at
Teva, also had a very strong relationship with Defendant Berthold. As discussed above, at times
Defendants Patel and Green would even coordinate with each other regarding which one of them
should coordinate a price increase or customer allocation agreement with Defendant Berthold.

275

939.

As discussed more fully above , in 2013

- after Defendant

Patel joined Teva

-

Teva and Lupin conspired to fìx and raise prices on at least the following four drugs: Cefdinir

Oral Suspension, Cefdinir Capsules, Cefprozil Tablets and Pravastatin. Then inearly 2014,
executives at the two companies coordinated Lupin's entrance into the market for Balziva.

940.

The relationship was so strong between Teva and Lupin that even when

Defendant Green left Teva, and Defendant Patel was out of the off,rce on matemity leave,
Defendant Berthold still found other executives at Teva to communicate with regarding a price
increase for the drug Cephalexin Oral Suspension. As discussed above, in October 2013

Defendant Berthold called Defendant Rekenthaler and T.S., a national account executive at Teva,

to coordinate Lupin's November 1,2013 price increase for Cephalexin Oral Suspension. When
Defendant Patel returned from matemity leave and began planning the next round of Teva price
increases, she continued these communications

with Defendant Berthold until Teva followed

Lupin's price increase on April 4,2074.

941.

Defendants Patel and Berthold also coordinated a price increase and market

allocation scheme with regard to the drug Niacin ER, as Lupin was entering the market in March

2014. Given the successful track record between the two competitor companies, Lupin
warranted a f3 in the quality competitor rankings when Defendant Patel updated them in May

2014.

v.
942.

Par

In Defendant Patel's initial lll4ay 2013 quality competitor ranking list, Defendant

Par was given a ranking of

+1.

When Patel updated her quality competitor rankings ayear later,

Par improved to a ranking of +2.

276

943.

Defendant Par rose in the rankings largely because of several strong relationships

between executives at the two companies. For example, T.S., a national sales executive at Teva,
had a strong relationship with R.K., a senior sales executive at Par. The two began

communicating by telephone in September 2013. Between September 2013 andMay 20l4,the

two spoke at least twenty-seven (27) times by phone.

944. Similarly, Defendant
another senior executive atPar,

Rekenthaler at Teva had a very strong relationship with

M.B.

Rekenthaler spoke with M.B. frequently throughout 2013

and2014. From the beginning of 2013 through }r4ay 2074, Defendant Rekenthaler spoke to
M.B. at Par at least thirty-two (32) times by phone.

945.

Defendant Patel was well aware of these strong relationships, and relied on the

information that T.S. and Defendant Rekenthaler obtained from their communications with
senior Par executives in order to make pricing or bidding decisions for Teva's drugs. One such
example occurred on Friday, February

7

,2014 when Teva received notice from a customer that it

had received a competitive challenge from Par on the drug Labetalol HCL Tablets. Defendant

Patel forwarded the e-mail to T.s. with three question marks:

immediately

I

r.s.

responded

The message that T.S. had left was for R.K. at Par, and the two

executives spoke five (5) times that same day. After these calls with R.K., T.S. responded back

to Defendant Patel saying

946.

The following Monday, Defendant Patel also forwarded the original e-mail

(discussing the competitive challenge from Par on Labetalol) to Defendant Rekenthaler, saying
One (1) minute after receiving that e-mail, Defendant
Rekenthaler called M.B. at Par and the two spoke for eighteen (18) minutes. Shortly after

277

hanging up the phone with M.8., Defendant Rekenthaler sent another e-mail to Defendant Patel,
stating:

Defendant Rekenthaler spoke to M.B

again later that afternoon for three (3) minutes.

947.
only

a

After these discussions between Teva and Par executives, Teva ultimately offered

nominal price reduction to that customer

- knowing

that this would likely concede the

business to Par.

948.

As discussed more fully above, Teva continued to conspire with Defendant Par on

various market allocation and price fixing schemes throughout the remainder of 2014 and into

2015.

vi.
949.

Greenstone

Greenstone was not a highly-ranked competitor when Defendant Patel first

created the quality competitor ranking list in May 2013. Defendant Patel had, atthattime, given

Greenstone a ranking of

"0." However, when Defendant

Patel updated her quality competitor

rankings in May 2014, Greenstone improved to a f 1 ranking.

950.

One of the reasons for Greenstone's improvement in the rankings was Defendant

Patel's developing relationship with Defendant R.H., a national account executive at Greenstone.

Defendant Patel and R.H. were former co-workers at ABC, and had a longstanding relationship.

From the time Defendant Patel started her employment at Teva in April 2013, through the time
that she updated the quality competitor rankings in May 2014,Defendant Patel and R.H.
communicated by phone or text at least 66 times. Defendant Patel also spoke to R.H.'s
supervisor, Defendant Jill Nailor of Greenstone, numerous times in early 2014 to coordinate
Greenstone and reva price increases and customer allocation agreements.

278

95 I

.

Defendant Patel and R.H. of Greenstone spoke consistently at or around the time

of every price increase effectuated by either company on drugs where they overlapped, including
for example: July 3,2073

-

-

the day of Teva's price increase on Fluconazole; December 2,2073

the day that Greenstone sent notices to customers of its price increases on Azithromycin

Suspension, Azithromycin Oral Suspension and Medroxyprogesterone; and April 4, 2014 _ the
day that Teva followed Greenstone's price increases on Azithromycin Suspension, Azithromycin

Oral Suspension and Medroxyprogesterone.

952.

Given the willingness of Greenstone's executives to coordinate price increases

with Teva, Defendant Patel increased Greenstone's quality competitor ranking in}y'ray 2014.

vii.
953.

Amneal

In Defendant Patel's initial li4ay 2013 quality of competitor ranking list,

Defendant Amneal was given a ranking of

+1. When Defendant Patel updated her quality

competitor rankings ayeü later, Amneal improved to a ranking of +2.

954.

One of the reasons why Defendant Amneal rose in the rankings was because

of

several strong relationships between executives at the two companies. For example, Defendant
Rekenthaler of Teva had a strong relationship with S.R.(2), a senior sales executive at Amneal.

From May 2013 to }i4ay 2014, they spoke eight (8) times by phone, and attended many trade
association meetings and customer conferences together as well. Rekenthaler and S.R.(2) were
regular participants in an annual golf outing hosted by a packaging contractor in Kentucky,
where

- as discussed above - the generic

drug manufacturer participants (competitors) played

golf by day and gathered socially by night, referring to each other

I

asI

(Defendants Green and Ostaficiuk were also participants.)

279

undl

955.

Similar{y, Defendant Patel also developed

s

ng relationships with two Anureal

executives: S.R.(l), a seuior sales and finance executive at Amleal, and S.R.(2). As discussed
above, Defendant Patel and S.R.(l) coordinated price increases for the drugs Norethindrone

Acetate (Septernber 2Ol4) aud Bethanechol Chloride

(J

ry 20I5).

On the day of this rnessage exchange, Defendant Patel and S.R.(2) also spoke by phone for

nearly five (5) rnintrtes.

280

Yiii.
957.

Rising

In Patel's initial May 2013 quality competitor ranking list, Rising was given a

ranking of +1. When Defendant Patel updated her quality competitor rankings a year later,
Rising improved to a ranking of +2.

958.

Rising improved in the quality competitor rankings because of the relationship

between Defendant Rekenthaler and CW-2. In2013, CW-2 left Sandoz to

join Rising. At that

time, Rising was already preparing to enter the market for a drug called Hydroxyzine Pamoate.
Teva was one of the competitors already in that

market. During several calls in early October

2013, CW-2 coordinated with Defendants Green and Rekenthaler of Teva to acquire a large
customer and facilitate Rising's entry into the Hydroxyzine Pamoate market.

959.

Later, in March 2014, CW-2 sought to retum the favor. At that time, Rising

experienced supply problems for the drug Diflunisal Tablets

-

a

two-player market involving

only Teva and Rising. In an effort to "play nice in the sandbox," and to further the ongoing
understanding between the two competitors, CW -2 contacted Defendant Rekenthaler of Teva and

informed him of Rising's supply problems and the fact that Rising may have to leave the market
at some point in the future. The purpose for the call was to alert Defendant Rekenthaler that
Teva would have the opportunity to take a price increase, as Rising would not be in a position to
take on any additional market share.

960.
782yo), as

well

On

April 4,2014, Teva

as

Hydroxyzine Pamoate (by as much as 165%). In the weeks leading up to those

increased the price on Diflunisal Tablets (by as much as

price increases, Defendant Rekenthaler communicated several times with CW-2 at Rising to
coordinate the increases. The two spoke by phone twice on March
31.

281

17

,2014 and once on March

961.

When Rising decided to leave the Diflunisal market in mid-July 2014, CW -2

called Rekenthaler to let him know. Four months later
problems

-

-

after Rising remedied its supply

Rising re-entered the market for Diflunisal. Consistent with the fair share

understanding discussed above, and the rules of engagement that were generally followed in the

industry, CW-2 and Defendant Rekenthaler communicated in advance of Rising's re-entry to

identify specific customers that Rising would obtain and, most importantly, to ensure the
retention of the high prices that Teva had established through its price increase in April 2014.
On December 3,2014, Rising re-entered the market for Diflunisal Tablets. Its new pricing
matched Teva's WAC price increase from

962.

April2}I4.

Defendant Rekenthaler's successful efforts to coordinate price increases and

customer allocation agreements with CW-2 of Rising led Defendant Patel to increase Rising's

quality competitor ranking inMay 2014.

ix.
963.

Breckenridge

In Defendant Patel's initial May 2013 quality competitor ranking list, she gave

Breckenridge a ranking of +1. When Defendant Patel updated her quality competitor rankings a
yearlaler, Breckenridge improved to a ranking of +2.

964.

Breckenridge improved in the quality competitor rankings largely because of the

strong relationship established between Defendants Patel and Rekenthaler and certain executives
at Breckenridge, which led to several successful price increases.

965.

For example, on November 14,2013, Breckenridge increased the WAC pricing of

both Mimvey and Cyproheptadine HCL Tablets. In the weeks leading up to those Breckenridge

price increases, Defendant Rekenthaler communicated by phone several times with D.N., a sales

282

executive at Breckenridge. The two spoke twice on October 74,2013 and once on October 24,

2013. The call on October 24 lasted twenty-six (26) minutes.

966.

On

April 4,2014, Teva followed the Breckenridge price

increases on Mimvey

Tablets (increasing the 'WAC pricing by over 100%) and Cyproheptadine HCL Tablets
(increasing the WAC pricing by over 90o ), to match Breckenridge's WAC pricing on both

products. Teva raised prices even higher on its customer contracts. Teva increased the contract
pricing of Mimvey by as much as 393Yo, and the contract pricing of Cyproheptadine HCL
Tablets by as much as 526Yo, depending on the dosage strength.
967

.

As Defendant Patel planned for Teva's April 4, 2014 pñce increases, both she and

Defendant Rekenthaler continued to communicate with their counterparts at Breckenridge.
Defendant Rekenthaler spoke to D.N. at Breckenridge on January 15,2014
Defendant Patel sent her first list

of

to K.G.

minutes. Similarly, Defendant Patel spoke with S.C.

-

-

the day after

- for nineteen (19)

a sales executive at Breckenridge

-

two

times on February 7,2014, as she was determining whether Teva should provide a bid to a
customer. After her discussions with S.C., Teva declined to bid for the business in order to avoid
taking market share away from Breckenridge as a result of the price increases.

968.

As a result of the successful coordination of these price increases between Teva

and Breckenridge, Defendant Patel increased Breckenridge's quality competitor ranking in May

2014.

x.
969.

Glenmar

Not every Teva competitor saw its quality competitor ranking increase between

2013 and2014. Defendant Glenmark, for example, declined slightly in the rankings. In
Defendant Patel's initial }lIay 2013 quality competitor ranking list, Glenmark was given a

283

ranking of +3. When Defendant Patel updated her quality competitor rankings a year later,
Glenmark was given a ranking of +2.

970.

The reason that Defendant Glenmark declined in the rankings was because

Defendant Patel lost her most valuable relationship atthat company

-

CW-5. CW-5 left

Glenmark in April 2014. In the eleven-month period between Defendant Patel joining Teva in
late

April 2013

and CW-5 leaving Glenmark in

April 2014,the two competitors communicated

by phone or text message 121 times. They also communicated frequently using an encrypted
messaging application, WhatsApp. As discussed more fully above, starting in early li4:ay 2013
Teva and Glenmark conspired to

fix

and raise prices on a number of drugs, including:

Adapalene, Nabumetone, Fluconazole Tablets, Ranitidine, Moexipril, Moexpiril HCTZ and
Pravastatin.

971.

In addition to CW-5, Defendant Patel also had other contacts at Glenmark

-

which is why Glenmark did not fall dramatically in the quality competitor rankings when CW-5
left the company. For instance, Patel exchanged 44 phone calls or text messages with J.C., a
sales and marketing executive at Glenmark, between May 2013 and July 2015. Similarly,

Defendant Patel exchanged 36 calls with Defendant Jim Brown, the Vice President of Sales at

Glenmark, between August 2013 and October 2014. As discussed more fully above, Defendant
Patel continued to coordinate with J.C. and Defendant Brown throughout 2014 on several drugs,

including Kariva and Gabapentin Tablets

- demonstrating

that Glenmark remained a quality

competitor even after CW-5 left the company.
4.

"Quality Competitors" Collude With Each Other As Well (Not Just
With Teva)

284

a.
972.

One Example: The Sandoz/Nlylan Relationship

In addition to conspiring with Teva, the "quality" competitors also colluded with

each other on drugs that Teva did not market. Indeed, each of the quality competitors had their

own set of relationships with their counterparts at competitor companies that they used to

facilitate agreements regarding drugs where they overlapped. The relationship highlighted in
this section is the relationship between executives at Defendants Sandoz and Mylan. However,
to the extent that some of the drugs at issue involve additional competitor companies, those
relationships are also discussed.

973.

In September 2012, CW-4 was concerned about her job security at Sandoz and

sought to network with executives at competing companies in the hope of obtaining new

employment. CW-4 contacted Defendant Nesta because she was interested in potentially
working at Mylan. CW-4 obtained Defendant Nesta's phone number from

a

mutual contact and

called to introduce herself. During that phone call, Defendant Nesta immediately started talking
about competitively-sensitive information. Although CW-4 was surprised that Defendant Nesta
was being so blatant, she did not stop him.

974.

In the year that followed, between September 2012 and October 2073, CW-4 and

Defendant Nesta developed an ongoing understanding that they would not poach each other's
customers and would follow each other's price increases. Notably, CW-4 and Defendant Nesta
were not friends and communicated almost exclusively by phone. Examples of their

coordination with respect to specific drugs are discussed in more detail below.

285

i.
975.

Market Allocation

- ValsartanFC|Z

The first drug that CW-4 and Defendant Nesta coordinated about was Valsartan

HCTZ. Valsartan HCTZ,

also known by the brand name Diovan, is used to treat high blood

pressure.

976.

Diovan was a large volume drug that had sales in the United States of

approximately $1.6 billion for the 12 months ending June30,2012.

977.

Mylan was the first to file an abbreviated new drug application (ANDA) to

market the generic version

- Valsartan

HCTZ

- which, if approved, would give Mylan

180 days

of generic exclusivity. Sandoz manufactured the authorized generic. This meant that Sandoz
and Mylan would be the only two manufacturers of the generic version of the drug for six

months.

978.

Mylan and Sandoz launched Valsartan HCTZ on the same day

-

September 21,

2012. In the days leading up to the launch, CW-4 and Defendant Nesta spoke at least twenty-one
(21) times by phone during which they discussed, among other things, allocating market share

for this product. These calls are detailed in the table below:

286

sl6/2012

Voice

: 9/612012

Voice

el612OL2

Voice

el612Or2

Voice

Outgoing
lncoming
Outgoing
lncoming

CW-4 (Sandoz)

0:01:18,

el6/2012

Voice

Outgo¡ng

CW-4 (Sandoz)

O:O5:22

elil2o72
elil2012
sl7l2ot2

CW-4 (Sandoz)

0:00:43

Voice

Jim

CW-4 (Sandoz)

0:11:35

Voice

Nesta, Jim

I

Voice

CW-4 (Sandoz)

0:20:01

CW-4 (Sandoz)

0:00:11

CW-4 (Sandoz)

0:00:05

Voice

lan)
Nesta, Jim (lvlylan)
Nesta, Jim
lan)

Voice

Nesta, Jim (ttÍylan)

Voice

Nesta, Jim

Voice
Voice

Nesta, Jim (tt ylan)
Nesta, Jim (fvlylan)

Voice

Nesta, Jim (fiíylan)

Ouþoing

CW-4 (Sandoz)

Voice

Nesta, Jim (trfylan)

0:03:30:

Nesta, Jim (Mylan)

CW-4 (Sandoz)

0:07:35

Voice

Nesta, Jim (ttlylan)

CW-4 (Sandoz)

0:00:09,

Voice

Nesta, Jim (ttÍylan)

CW-4 (Sandoz)

0:03:32

Voice

Nesta, Jim (ttÁylan)
Nesta, Jim (tvlylan)

lncoming
Outgoing
lncoming
Outgoing
Outgoing
lncoming

CW-4 (Sandoz)

Voice

i

Outgoing
Outgoing
lncoming
Outgoíng
lncoming
Outgoing
Outgoing
lncoming
lncoming

Voice

Voice

979. D
Nesta

-

apeeed

(

(
(

lan)

g these phone calls, Saudoz and Mylan

CW-4 (Sandoz)

0:01:03,

CW-4 (Sandoz)

O:22:22

CW-4 (Sandoz)

0:01:35:

CW-4 (Sandoz)

0:00:06

CW-4 (Sandoz)

0:11l26

CW-4 (Sandoz)

0:00:19

CW-4 (Sandoz)

0:00:57
0:05:22

CW-4 (Sandoz)

-

O:02:N:

CW-4 (Sandoz)

0:00:5{

tluough CW-4 aucl Defendant

to dir,vy up the market so that each corupetitor obtailed roughly a

50o/o

rnarket

share.

980.

Tluotrpdrout this tirue, CW-4 also kept Defeuda¡rt

Kell

(her supervisor)

repnrlally infonned of her discussions with Defendant Nesta and r¡ret with Kelluur in person to
discuss hel custourer accorurts, iucluding a rneeting on Septeuber 14,2012.

981. On Septernber 2I.2012 - the date of the Valsartan HCTZ laurch - R.T., a senior
sales and rnarketing executive at Sandoz, seut an intemal e-ruail stating

287

982.

That sa¡ue day, Mylau issued a press release annourcing that it had received final

FDA approval to market generic Valsartan HCTZ. In an inter:ral series of e-mails reacting to
this news, a Sandoz e

loyee remarked:

H.F., a senior-most executive of Sandoz

G

any responded,

re,plied:

replied

Defeudant Kelltun

Valsafan H;CTZ. R.T. sent an internal e-mail in advance of the mssfing askiug
After a colleagr.re respoudecl
with a list of potential Mylan customers, Kelh¡m responded,

R.T. then infonned the Srudoz teaur

288

ii.
986.

Price Increases

-

Summer 2013

As detailed in Section IV.C.2.g.iii above, after Mylan and Teva implemented

significant price increases in early July 20 I 3, Sandoz executives sought to obtain a

of those Teva and Mylan price increases. Sandoz sought this information
because it did not want to accidentally compete for market share on any of the Teva or Mylan

drugs that overlapped with Sandoz.

987.

To that end, on July 15, 2013, Sandoz executives held an internal meeting during

which CW-l instructed members of the Sandoz sales team, including CW-2 and

988.

CW-4,1

That same day, as detailed above, CW-2 contacted his counterpart atTeva,

Defendant Rekenthaler, and obtained the list of drugs that Teva increased on July 3,2013, along

with the percentage increases for each. Similarly, on July 16,2013, CW-4 called her contact at
Mylan, Defendant Nesta. The call lasted two-and-a-haIf (2.5) minutes. A half hour later,
Defendant Nesta retumed the call and they spoke for nearly nineteen (19) minutes.

989.

During those two calls, CW-4 asked Defendant Nesta to identify the drugs Mylan

had increased prices on so that Sandoz could follow with its own price increase. Defendant
Nesta provided CW-4 with a list of drugs, highlighting that the Nadolol price increase would be

large. Defendant Nesta also emphasized that Mylan did not appreciate having its prices
challenged and that prices should be kept high. After the phone call ended, CW-4 sent the

following e-mail to her superiors (the "July 2013 E-mail"):

289

990.

For at least one drug ou the list

-

eridol

-

Mylan had yet to raise price at the

time of the July 2013 E-rnail. Indeed, Mylan would not raise price on this product uutil Augrust

declined to bid and take business

frour

an crutomers (except in one instance where Mylau

had more than its fair share) and raisedprices to uratch Mylan on a ntunber of products. Some

exarnples of this conduct are detailed below.

a)
992.

Haloperirlol and Trifluoperazine IICL

Haloperidol, also known by the brand naure Haldol, and Trifluoperazine HCL,

also known by the brand narne Stelazine, are antipsychotic drugs that are used to treat disorders
such as schizophrenia and Toulette syndroure.

290

993.

On August 6,2013, Defendant Nesta of Mylan called CW-4 at Sandoz twice.

Both calls were less than a minute long. Three days later, on August 9,2013, Mylan
implemented signif,rcant price increases on both Haloperidol and Trifluoperazine HCL. For
Haloperidol, Mylan increased the WAC price by 250% on several formulations. For
Trifluoperazine HCL, Mylan increased the WAC price by 80% on all formulations.

994.

On August 19,2013, S.G., a national account executive at Sandoz, sent an

internal e-mail stating that Mylan increased its prices on Haloperidol and Trifluoperazine and
that Sandoz needed to

995.

On August 22,2013, CW-2 e-mailed Defendant Kellum stating that

CVSI

Kellum forwarded the request to CW-1 and F.R., a pricing manager at Sandoz. F.R.
responded,

CW-1 replied that he would obtain the pricing data,

996.

On September I 8, 2013 , CW- 1 e-mailed Defendant Kellum with his price

increase analyses for Haloperidol and Trifluoperazine

HCL. For Haloperidol, CW-1 indicated

that Mylan hadT2Yo market share, Sandoz had l5o/o, and Zydus had l0o/o. For Trifluoperazine

HCL, CW-l stated that
997

.

On September 25,2013, Walgreens

- a Mylan customer - e-mailed Sandoz

asking for bids on Haloperidol and TrifluoperazineHCL. CW-1 sent an internal e-mail

explaining that

291

998.

On October 2,2013,

CW-l e-urailed S.G., the

Saudoz natioual accorurt executive

assip¡red to Walp¡eens, dilecting S.G. to not only decliue to bid at Wal¡peens, but also lie about
the reason for doiug so:

999.

Over the next several days, CV/-4 a¡rd Defen t Nesta spoke by phone several

Nesta had not communicated by phone
Date

Call

rol3l2ot3
Lol3l2ot3
LOl4/2oL3

1000. On October

Contact Name

Nesta, Jim (Nesta)

cw-4( Sandoz)

Duration

CW-4(Sandoz)

Nesta, Jim (N

Voice
Voice
Voice

Voice
Voice

gust 6, 2013.
Direction

Name

lncoming CW-4
(Nesta) lncomins cw-4

0:02:G)

Nesta, Jim (Nesta)

Voice
Voice
Voice
LO\4/20I3

since

Nesta. Jim
Ne

cw-4
cw-4

Jim

Nesta, Jim Nesta
.ll.e

$¿-{n ß-e.:!a-l 9 y-_ts,-9-it,s*. .9W:11-leF-ç:)(Nesta) lncoming CW-4 (Sandoz)

Nesta, Jim

0:10:56
0:00:24
0:00:05
0:11:

15, 2013 (the day after the last of the phone calls uoted above),

CW-l

e¡nailed the Sandoz Pricing Corrrnrittee recommending that Saudoz increase pricing on
Haloperidol and Trifluoperazine HCL. After reviewiug the e-mail, O.K., a senior executive
respousible for business plamring at Saudoz, recournended approval of the Haloperidol price
292

increase, but advised that Sandoz wait to increase the price of Trifluoperazine HCL until January

2014 because of price protection penalties that would be triggered

if

Sandoz increased in October

2013. As O.K. explained,

1001. Ultimately, Sandoz followed O.K.'s recommendation and increased its WAC
pricing on Haloperidol to match Mylan's pricing on October 25,2013, but waited to follow on
TrifluoperazineHCL until January 31, 2014.

b)

Benazepril IJCTZ

1002. Benazepril HCTZ, also known by the brand name Lotensin, is an angiotensin
convefting enzyme (ACE) inhibitor that is used to treat high blood pressure.

1003. In July 2013, Sandozfinalized its plan to re-launch Benazepril HCTZ. However,
because Sandoz executives knew that Mylan planned to increase price on this product,

it chose to

wait to re-enter the market until after Mylan increased its price so that Sandoz could enter at the
higher price.

1004. On July 12,2013,
regarding

a marketing executive at Sandoz sent an internal e-mail

stating:

Similarly, during a Commercial Operations meeting on July

15,

2013, it was confirmed that Sandoz was just waiting for confirmation of a Mylan price increase
before re-entering the market.

1005. The next day, on July 16, 2013, CW-4 spoke with Defendant Nesta and sent the
July 2013 E-mail outlining the Mylan price increase drugs that Defendant Nesta had provided to
her (discussed more

fully above). That list did not include Benazepril HCTZ. CW-1 forwarded

293

the July 2013

E-nail to Defendant Kellum stating
CW-l thene-

iled CW-4 asking,

Cåll

Name

Voice
Voice

Jlm

Volae

Jim

Voice

Direction

Jlm

Volæ

Date

Jlm

Contact Name

4
4
4
4

Jim

ïme

Duration

14!12:56

14:4t59
l!l:1!!:44
l3:1.4z20
13:24:49

pricing.

market on April 2,2014 as the authorized generic. When Rising entered, it essentially matched
the WAC pricing of Sandoz and
at Rising

- cormnuuicated

Mylan. Both before

and after

ent

g the market, CW-2

-

theu

with his former colleap¡res at Saudoz (CW-I, CrW-3, and L.J.) about

obtaining malket share on Benazepril HCTZ. Through those comrnrrnications, Sandoz

ultimately aptreed to relinquish ABC to Rising so that the new ent'ant could achieve its fail share
of the market.

294

c)
101L Levothyroxine

Levothyroxine

is a synthetic form of the thyroid hormone thyroxine used to treat

hypothyroidism, goiter, thyroid cancer, and cretinism.

1012. Levothyroxine was the second most prescribed drug, measured by number of
prescriptions, in the United States in the first quarter of 2010. Over 120 million prescriptions are

written annually for Levothyroxine in the United States, treating 15% of the population over the
age

of55.

1013. Since approximately December 2010, Defendants Mylan,

Sandoz, and Lannett

have dominated the generic Levothyroxine market.

1014. In the years 2013 and2014, the three competitors coordinated to significantly
raise the price of Levothyroxine. Defendant Nesta of Mylan spearheaded the discussions by

speaking with K.S., a senior sales executive at Lannett, and with CW-4 of Sandoz. In addition to

communicating directly with CW-4 on this drug, Defendant Nesta also communicated indirectly

with Sandoz through

a mutual contact at a competitor company

-

Defendant Green of Teva.

Notably, Levothyroxine was not a drug that Teva sold.

1015. As detailed above, Mylan increased prices on a number of drugs on January

4,

2013, including Levothyroxine. The day before the Mylan increase, on January 3,2073,
Defendant Nesta of Mylan and Defendant Green of Teva spoke at least four times by phone. The

next morning

-

the day of the Mylan price increases

-

Defendant Green spoke twice with

Defendant Kellum, including a six (6) minute call at 9:34am.

1016. Shortly after hanging up the phone with Defendant Green, Defendant Kellum

sent

an internal e-mail stating, among other things, that he
and Defendant Kellum advised his

295

team to

on this product. As the phone records demonstrate, Defendant

Kellum's source for the information was

but rather Defendant Green of Teva.

1017. That same morning, K.S. of Lannett called Defendant Nesta of Mylan. The phone
call lasted 44 seconds. Then, on January 10,2013, Defendant Nesta called K.S. back and they
spoke for more than six (6) minutes. That same day, McKesson e-mailed Sandoz and requested
a

price reduction on Levothyroxine. Kellum responded internally,

1018. The following Monday

- January

74,2013

- Lannett

raised its WAC pricing for

Levothyroxine to match Mylan. Notably, after these phone calls, Defendant Nesta would not
speak again with K.

S

.

of Lannett until August 6, 2013

-

three days before Mylan increased its

prices for Levothyroxine a second time.

1019. On July 16,2013

-

as detailed above

-

CW-4 spoke with DefendantNesta and

sent the July 2013 E-mail identifying the Mylan price increases. The price list included

Levothyroxine and noted that Lannett had followed.

1020. On August 6,2013, Defendant Nesta called CW-4 two times. Both calls
less than a

lasted

minute. A few minutes after the second call, Defendant Nesta called K.S. at Lannett.

The call lasted 24 seconds (likely a voicemail). Three days later, on August 9,2Ol3,Mylan
increased WAC pricing on Levothyroxine for a second time.

1021. On August 10,2013, S.G., a national account executive at Sandoz, sent an
internal e-mail that stated:

CW-4 replied to S.G.'s e-mail
stating,

296

1022. Pursuant to their ongoing understanding, Lannett followed quickly and matched
Mylan's WAC pricing on August 14,2013.

1023. On August 14,2013, S.G. sent
regarding

an e-mail to Defendant Kellum, copying

and asked

CW-l,

CW-1 responded:

In response, S.G. replied:

CW-l answered
1024. On September 5, 2013, Cigna

-

a

Mylan customer

- contacted Lannett

and

requested a bid on Levothyroxine. J.M., a national account manager at Lannett, forwarded the
request to K.S. stating

J.M. explained

I

that!

Nonetheless, on September 12,2013,Lannett declined the opportunity and blamed

supply issues stating

1025. During a September 10,2013 earnings call, Lannett's cEo,4.B., was asked for
his reaction to Mylan's Levothyroxine price increase. A.B. responded,

1026. On September

13, 2013, Sandoz did indeed act "responsibly" and, consistent with

the understanding it had with its competitors, raised WAC pricing to match Mylan and Lannett.

297

1027. The tluee competitors

- Defendants

Mylau, Lamett, and Sandoz

-

did not stop

there. They coordiuated again to raise price on Levothyroxine in ApriUlvfay 2014.

1028- Consistent with the 2013 increases, Mylan was the fust to raise its WAC pricing

Date

t Name

Direction

Contact Name

Time

Duration

Voice

sta

K.S.

18:59:53

Voiæ

Lannett

Jim
Jim

K.S.

2l:.(A:47

g:

De

Sullivan responded:
Defendant

prior.

the WAC púcing of its competitors.

298

Sulli hudl

about the Mylan

d)

Clomipramine HCL

1031. Clomipramine HCL, also known by the brand name Anafranil, is used for the
treatment of obsessive-compulsive disorder, panic disorder, major depressive disorder, and

chronic pain.

1032. In addition to Defendants Sandoz and Mylan, Defendant Taro also manufactured
Clomipramine HCL. Indeed, it was Taro that led a price increase on this product on May

2013. The price increase was striking
certain formulations.

- more than a 3,440yo increase

l,

to Taro's WAC pricing on

8

1033. In the weeks leading up to the Taro price

increase on Clomipramine HCL,

Defendant Aprahamian of Taro spoke several times with both CW-3 at Sandoz and

M.4.,

a

national account manager at Mylan. In fact, on several occasions during this time period,
Defendant Aprahamian hung up the phone with one competitor and immediately called the next.

At the same time, CW-4 of Sandoz was also speaking with D.S.,

a senior sales and national

account executive at Taro. During these conversations, Defendants Taro, Sandoz, and Mylan
agreed to raise the price of Clomipramine

HCL. Certain of these phone calls are detailed in the

table below:

8

Defendant Taro also increased pricing on a number of other products on this date. These other products
the subject of a subsequent Complaint.

299

will

be

Date

Call

Volce
414120L3

Dírection

Name

Aprahamlan, An lTaro)

Voice
Volce
Voice

lncomlng

Ara

M.A.

Ara

cw-3
cw-3

Vole

Ara

Voice
Volce
Voice

Ara
Ara
Ara

-3

cw-3

3

Volce

Ara

cw4

D.S.

4

D.S.

Volce

Ara

Volce

Volce

cw-3
cw-3
cw-3

Ara

Volce

Duration

cw-3

Ara
Ara

Volce
Voice

Contact Name
CW-3 (Sandoz)

3

Ara

M.A.

3

Arä

Voiæ

Ara

Voice
Vofce
Voice

Ara

M.A.

Ara

cw-3
cw-3

Volæ
Volce

Volce
Voice

3

3

Ara

cw-3

Ara

Aprahamlan, An (Tarol
Ara

lnæmlng

CW-3(Sandozl

lncomi

cw-3

1034. CW-3 of Sandoz also took coutemporane notes of some of his couversations

products that Ta¡o planned to increase on May lst:

300

Indeed, there are notations in CW-3's notebook that demonstrate that he began communicating

with Defendant Aprahamian about Taro's May

I

increase as early as

April 2,2013.

1035. As part of the agreement to raise prices and not poach each other's customers on
Clomipramine HCL, Defendant Sandoz consistently refused to bid for Taro's customers after
Taro raised its price. For example, on

April 30,2013, Publix e-mailed Sandoz stating that it had

received a price increase letter from Taro regarding several Sandoz overlap products, including

Clomipramine HCL, and asked whether Sandoz wanted to bid for the business. Defendant

Kellum e-mailed CW-4 stating

1036. Taro did

agree to concede one customer to Sandoz so that the competitor could

achieve its fair share of the market. On May 1,2013, Rite Aid e-mailed Sandoz asking for a bid
on Clomipramine

HCL. Defendant Kellum responded:

1037. The next day, on

}y'ray

2,2013, Defendant Aprahamian of Taro called CW-3 at

Sandoz and they spoke for five (5) minutes. CW-3 hung up the phone and then immediately

called Defendant
on May 3,2013

-

Kellum. The two spoke for eight (8) minutes. First thing the next morning CW-3 called Defendant Aprahamian back and they spoke for another five (5)

minutes. Within a half hour, CW-3 again contacted Defendant Kellum and spoke for two (2)
minutes. Later that day, CW-4 of Sandoz e-mailed Kellum regarding an upcoming call with Rite

Aid stating:

301

1038. Ultirnately, Sandoz was awalded the Clomipramine HCL busi¡less at Rite Aid.
When Rite Aid notified Taro, Defendant Apraharnian

forwarded

e-urail to M.P., Chief

Commercial Officer at Taro.

of these calls are detailed in the table

20ül Volæ

bel

Aprahamian, Ara

:

lTarc) Outsoine

UtA. flt4vlanl

û01:(¡
0:08:tr

ûß:20
0:Ofl:(þ

5l æül Volæ
Voice

lvtA.

Ara
Ara
Ara
Ara

Voice

Volce
Voice

û0tü

-4

Jim

Volce

Volce
Volce

M.A.

Ara

Volce

ftí.A. (tviylanl

Ara

Aprahamlan,

Voice

An (Taro) Outgolng

3
-3

NtA.
M.A.

0:02:ü)

c1^r-4

D.S.
D.S.

4

Voiæ

D.S.

Voice

D.S.

cw-4
cw-4

lncomi

for Clomiprenrine HCL and asked Taro to bid for

the

iness. Defendant Aprahamian

responded that he was

1041. On July 16,2013, CW-4 of

Sandoz seut the July 2013 E-rnail identiSing

Clouriprarnine HCL as a Mylan price increase product. By this time, Sandoz knew that Mylau
had increased its price on this product.

302

1042. On July 20,2013, Taro received a
increasing price on Clomiprarniue

notification that Sandoz was

HCL. Defeudant Aprahamian forwarded the notice to M.P

stating:

1043.

o days later

lÙM. On

intemal

-

on July 22,2013

t 5, 2013, Walggeens

-

Sandoz increased its WAC pricing to match

- a Mylan

ct¡storuer

- e-mailed Sandoz

and

e' il

respondecl negatively, based on the agreeurent in place with Mylan, stating

Sandoz

twice. Both calls lasted less than a rninute (likely voicernails). The uext da¡ on Augrust

7,2013, S.G. replied to Defe nt Kellum's e-urail, stating:

1045. In October 2013, CU/-4 and Nesta spoke by phoue several times. At least some
of these calls a¡e detailed in the
Date

c

below:
Direction

Name

Yeiç-

- I"e-*alir 0ry"led 9*4sÐ!re_

Contact Name
.

Voice Nesta. Jim (Mvlan) Outgoins
Volce Nesta, Jim (Wlan) lncoming
Voice Nesta, Jim (fi¡lvlan ) lncoming
Voice Nesta, Jlm (Mylan) Outgoing
Voice Nesta, Jim (Naylan) Outgoing
!91_4L2-oþ Velç l0ll4lz0t3- .Y_ojçç

Nç-$-e,-.|!ry!

Ng¡ta.Jim

_(wtv!ed

o*r¡,!s-q_r

f'e

(Þlylan) tncoming

303

cw-4
CW-4 (Sandoz)

CW-4
CW-4 (Sandoz)

0:

CW-4
CW-4 (Sandoz)

0:@:05

g{,-! lgsngoz)
CW-4 (Sandoz)

0:11:

1046. After this series of calls, duing the uroming of October L5,2OL3,CW-4 of
Saudoz called Defeudant

Clo

e

Kelltrm. The call lasted one minute. Approxirnately one half hou

HCL.

1047. On October 23,2013, Sandoz submitted a bid to McKesson and the custorner

statmg:

-4

304

1049. As is clear from the above allegations, Defendant Kellum's statement was a lie.
In reality, Sandoz had raised its prices after coordinating the increases with Taro and Mylan in
advance, and stayed true to its commitments to keep those prices high.

e)

Tizanidine

1050. Tizanidine, also known by the brand name Zanaflex, is used to treat muscle
spasticity due to spinal cord injury or multiple sclerosis.

1051. As of May 2073, Defendants Sandoz, Mylan, and Dr. Reddy's were in the market
for Tizanidine. Dr. Reddy's led the increase on this product on May 13,2073, increasing its

WAC price and raising contract pricing tenfold. At that time, Dr. Reddy's was the market leader
with 59Yo market share, while Mylan had24%o, and Sandoz had 17yo.

1052. Tizanidine was a drug that had been on the market for many years and whose
price had eroded as many competitors entered and exited the market depending on the

profitability of the drug. As Dr. Reddy's explained in an internal presentation,
and stated that Dr. Reddy's
ASSU1nES

1053. Sandoz was thrilled when it learned that Dr. Reddy's had increased its price
Tizanidine. For example, on May 10,2013, S.G.,

a

on

national account executive at Sandoz, sent an

internal e-mail stating that

Defendant Kellum
responded,

Kellum then quickly sent out a directive to the team to

305

1054. Ou May 13,2013, Dr. Reddy's published its new WAC pricing for Tizanidine.
That same day, Defendaut Nesta of Mylan called CW-4 at Sandoz and they spoke for 4 minutes.

Two days later, CW-l of Sandoz sent an internal e-mail to Defendant Kellum regarding
stating

below:
Date

Target

Voice

5l2A2Oß Voice

Name
Jlm

rNesta, Jim

Ef Oireaiontl

Contact Name

Duration

cw-4

( lanl

lncomins

J.A. (Dr. Reddv'sl

lncomi

cw-4

Outgoine

J.A. (Dr. Reddy's)

0:0:0
oqÌ42

Voice

Jim

5lZ3l2O13 Text :Nesta, Jim ( lan)
Text
Voice

û01:25

Jlm
Jim

Notably, after this, Defèndant Nesta would not

0:ü):tr

J.A. Dr.
J.A. Dr.

speak

J.A. again rurtil tluee uronths later in

August 2013.

1056. On May 29,2013, customer Omnicare e-rnailed Sandoz and asked whether it
wanted to submit a bid for Tizanidine. CW-3 of Sandoz forwarded the request internally to CW-

I

a¡rd Defendant

Kellum asking

A few minutes later, Defeudant
Nesta called CW-4 at Sandoz and they spoke for nearly thirteen (13) min¡1ss. Later that day,

306

CW-l replied to CW-3's e-mail stating,

CW-3 then responded to

Omnicare, stating that

1057. On June 14,2013, Anda, a wholesale customer, e-mailed J.A. of Dr. Reddy's
asking

J.A. responded,

J.A. had

learned of Mylan's intent to follow the price increase through his prior communications with
Defendant Nesta. However, Mylan had not actually raised its price on Tizanidine at the time

of

the inquiry, and would not do so until July 2,2013.

1058. On

June 26,2013, Meijer, a supermarket chain customer, e-mailed Dr. Reddy's

requesting a bid for Tizanidine. J.A. forwarded the request to N.M., a marketing executive at Dr

Reddy's, stating:

N.M. responded:

J.A. replied,

A few weeks later, Meijer forwarded the same request
to Sandoz. Sandoz's response was similar:

b.

Individual Defendant Relationships

1059. The relationship between CW-4 and Defendant Nesta

discussed in detail above is

just one example of two competitors capitalizing on their relationship to fix prices and allocate
markets on drugs that both companies manufactured. Each of the individual Defendants had

their own relationships with contacts at competitor companies that they utilized to allocate
markets and raise prices on overlap drugs. Many of these relationships are discussed throughout

this Complaint.

307

1060. The following sections profile each individual Defendant and their primary
contacts at competitor Defendants, including cataloging the number of phone calls and/or text
messages exchanged between

them. The charts that follow are limited to communications with

employees at other Defendants and do not include communications the individual Defendants
may have had with executives at competitor companies that are not named as Defendants in this

Complaint.

i.

Ara Aprahamian

1061. Defendant Aprahamian is the Vice President of Sales at Defendant Taro and has
held that position since he moved to Taro from Actavis in March 2013. Aprahamian regularly
communicated with competitors, including with several of his former colleagues at Actavis, and
has established relationships

with individuals at many of the corporate Defendants. For example,

between March 2073 and October 2018, Aprahamian exchanged at least 706 phone calls and text
messages

with his contacts at Defendants Sandoz, Glenmark, Teva, Dr. Reddy's, Actavis, Mylan,

Wockhardt, Lannett, Amneal, Greenstone, and Aurobindo. These communications are detailed
in the table below:

308

Contact Name

Min Date

Count

Max Date

CW-3 (Sandoz)

190

311912013

slralzoft

Grauso, Jim (Glenmark)

106

ilt|20!4

to/t612018

Patel, Nisha fTeval

100

ilBln!8

J,M, (Dr, Reddy's)

67

sl22l20L3
3/27/20!3

fvtD. (Actrvis)
M.A, (lvlylan)

52

3/ls|2013

50

4/4/2OL3

3ßlæ'L6

26

sh/201i

el2l?0L6
2/el2c'16
8/2OlæL7

A,B. (Lannett)

22

17/1s/2013

t2/t4/2077

Falkin, Marc (Actavis)
A.B. (Actavis)

2t

41til2014

3l8l?0/L6

16

8/1612073

4ltel2076
4129lnL6

Ìvl.C.(

ckhardt)

(Amneall

S.R.

1i

61612014

t2

sl!312013

11

M.B. (Actavis)
firLB. (Glenmark)

2013

8122ln!5
3126lnM

I

nett Pharmace utica ls

6/6/20t4

4/2e/æ.t6

A.G. (Actavis)

4

4lBl2OL3

4l30,læ/L3

Roge rson, Rick (Actavis)

4

6lt7/2013

4176120L4

RH. (Greenstone)
T.D, (Actavis)

4

el'4lzom

14

3

4lt2/2013

ilrolnt3

Grauso, Jim (Aurobindol

2

20L4

A.S. (Actavis)

T

1J9/20L4

tl10l2o/t4
7/el20t4

Lan

ii.
1062. Defendant Berthold

David Berthold
is the Vice President of Sales at Defendant Lupin and has

held that position since June 2006. During his tenure at Lupin, Defendant Berthold has been the

primary person at the company communicating with competitors. Indeed, Defendant Berthold
has relationships

with individuals at many of the corporate Defendants and is one of the most

prolific communicators of all the individual Defendants. For example, between March 2011 and
October 201 8, Berthold exchanged at least 4,1 85 phone calls and text messages with his contacts
at Defendants Aurobindo, Glenmark, Greenstone, Actavis, Wockhardt, Zydus, Teva,

Breckenridge, Mylan, Sandoz, Dr. Reddy's, Amneal, and Lannett. These communications are
detailed in the table below:

309

Contact Name
Grauso, Jlm

Cou

Min Date

nt

9n

u

LOt2ûL1

Max Date
1

Grauso, Jim (Glenmark)

959

213120L4

(Greenstone)
A,G. ¡tavlc

79t

3l9lzott

R.H.

:]01

tu20tt

3t

wocfinarot

153

u L4l2011

A.T !Aurobindo

723

sl2ot2

Patel

tu

revð

1t tazsB

118
76

I

t2612Ot2

4

uzstj

60

3t

olzoLt

52

n, Marc

TZ

t20t7

7t

f2013

4

l't^ia

10

LOl9120t3
¿vLq
l^

LOlz0t3

31

68
P.M.

t0l3l20t8
Tt4lzîL1

'612073

76

.G. (

t20t4

V3INL3
u24l2OL2

1(

t20L6
lTJ.L4

t20t6

2

4

lum, Armando

4t

B.R. (Dr. Reddy's)

37

l9lñt7

f.S. (Teva)

36

I

V.B. Dr.

33

12 L6l2ßt4

9t

'1)15

22

t8120t2

1li

'¿UIb

P.M. (Teva)

27

tolltt11

K.R.

27

912sl2012

el3olzor2

1f¡

slMlnt2

s.R.

Amneal

tr

/trì1

8lr4l2o[4
t2

'æ/7:2

,l

,^1Â

tftl t

1!¡

sl3u2o13

120t6
612l201s

11

Brown, Jim (Glenmark)
Amneal
s.R.
Rekenthaler, David r eva

4 't6lñ13

z & 'iIÐL)

9

10

r2013

212Ot2

7

6

Lånnett
Nallor, Jlll (Greenstonel

4
8

'lJl2oL4
4t 16l?0/t3

5.G. (Sandoz)

3

3/LUaOIA

LS. (Zydus)
A.S. (Actavis)

3

23l2ûit2

3

ut3l20u

K.S.

2

9

K.S.

€

414

1, I\
4

120L4

l2ot4

6,

,¿UL4

6t

/æ15

LU2612Ot4

elßln

i

sl24l20L2
9t

'flil

-3 (an¿
B.M. (Amneal)

2

'712072

2

,Êt1'l1.t

3lunß

a3a20ß

7ßa2o7s

10

I

¿VL¿

B.G.

1

Teva Pharmaceutlcals
K.A.

1
1

8/

8/

'2012

zvt

I

!

!

læ.ß

üi.

ttt"t^tt.t

uzslnn

Jim Brown

1063. Defendant Brown is the Vice President of Sales at Defendant Glenrnalk

ancl has

held that position since Novernber 2012. Browu was one of several Gleruuark executives that
couspired \vith competitors. Although not as prolific irr his commurications with competitors as
some of the other iudividual Defendants, he dicl conürunicate wheu necessaly to fru1her the

310

agreements. For example, between June 2012 and August 2018, Brown exchanged at least 395
calls and text messages with his contacts at Defendants Actavis, Teva, Lupin, Amneal,
Wockhardt, Breckenridge, Lannett, Sandoz, Aurobindo, Zydus, Par, Apotex, and Taro. These
communications are detailed in the table below:

Count

Patel, Nisha (Teva)

36

Berthold, David (Lupin)

19

Min Date
8/s/20L3
8/6l2Ot3
s/31/2013

S,R.(1)(Amneal)
B.W. (Wockhardt)

16

72/18/2013

2122/2078

Contact Name

270

Falkin, Marc (Actavis)

Max Date

6h6/201.6

rolLs/2074
6/2/2ors

9

6/2s/2012

70/27/2077

D.N. (Breckenridge)
K.S. (Lannett)

8

L7/72/20]-2

3/30/201s

7

6/18/2012

CW-3 (Sandoz)

4

6/rol20L6

slto/20L7
6/14/2016

Grauso, Jim (Aurobindo)

I

3128/2073

L2/6/2073

Green, Kevin (Zydus)
J.H. (Par)
S. R. (Lupin)

4

4/!2/2018

8127/2078

2

LOl7/2013

77/rl2OL3

2

Lrl28/2012

J.H. (Apotex)

2

s/6/2OLs

Lrl2sl2ot2
3hll20L6

L.P. (Taro)

2

t2l7l2Ot2

L2/7l2Ot2

2/2812074

2/28/201.4

10/17/20!4
6/18/2012
to/29/2Ot4
3/24/2074

P.M. (Aurobindo)

1

\
7

t0/17 /2014
6/1812072

Ostaf iciuk, Kon (Camber)

7

tol29/2014

Rekenthaler, David (Teva)

1

3/24/2074

Breckenridge Pha rmaceutica
P.G. (Breckenridge)

iv.

lr

Maureen Cavanaugh

1064. Defendant Cavanaugh was the Senior Vice President and Commercial Officer,
North America, at Defendant Teva until April 2018. She is currently the Senior Vice President
and Chief Commercial Officer at Defendant Lannett. During her employment at Teva,

Defendant Cavanaugh knew that her subordinates were communicating with competitors about

pricing and customer allocation. In addition, Defendant Cavanaugh maintained her own
relationships with certain competitors and coordinated with them directly when necessary to
further the agreements. For example, between January 2011 and August 2017, Cavanaugh

311

exchanged at least 612 phone calls and text messages with her contacts at Defendants Actavis,

Amneal, Zydus, Sandoz, Glenmark, and Greenstone. These communications are detailed in the
table below:

Count

Contact Name

Min

Date

410

Falkin, Marc (Actavis)
A.B. (Actavis)

s/70/2o!3

Max Date

7/2s/20t6

1,13

8/12/2OLs

S.R.(1) (Amneal)

45

u18/20L!

!L/!4/20!2

A.S. (Actavis)

L7

8/21,1201-s

7126/2016

K.R. (Zvdus)

10

7

/2s120r6

9/t6120t3

s/20/20!6

Green, Kevin (Zydus)
J.K. (Actavis)

8

s/1.4/2017

8/3/2017

4
2

M.K. (Zvdus)
Grauso, Jim (Glenmark)

7

4/2sl2O!4
t0/6/201.6
3/Ls/2011

3/31/2}ts

R.S. (Sandoz)

Nailor, Jill (Greenstone)

!

v.

t

7

/8/201s

r2ls/2012

10/6/20]'6

3/ts/2017
7l8l20ts
t2/s/20t2

Marc Falkin

1065. Defendant Falkin was the Vice President of Marketing, Pricing and Contracts

at

Defendant Actavis until Actavis was acquired by Teva in August 2016. For a period of time,
Defendant Falkin was also the Senior Vice President, US Generic Sales, at Teva. During his

employment at Actavis, which is the focus of this Complaint, Defendant Falkin was a prolific
communicator and had established relationships with executives at many of the corporate
Defendants. For example, between August 2013 and JuIy 2016, Defendant Falkin exchanged at
least2,562 phone calls and text messages with his contacts at Defendants Zydus, Teva,
Glenmark, Lannett, Aurobindo, Mylan, Lupin, Par, Greenstone, Apotex, Taro, Amneal, Sandoz,
and Wockhardt. These communications are detailed in the table below:

312

Contact Name

Min Date

Count

Max Date

K.R. (Zvdus)

550

a3læ,ß

4lt3l20.t6

Rekenthaler, David (Teva)
Cavanauch, Jvlaureen (Teval
Brown. Jim (Glenmarkl

433

312sl201s

410

81il20L3
9lLOlzJ\3

ilæ'l20t6

27C

8lsl20r3

6lL6l20L6

il2Uzsts

ilEl20L6
9l29l20ts

80

8lu20L3
LUt4l20.t3

78

Lay20L3

C.B.lTeval
K.S.

(lannettl

R.C.

(Auroblndo)

181

lan)

Nesta, Jim

ilr

yt6læjs

81 2015
41 16

52

91312Ot3

J.H. (Par)

48

9l24l2Ot3

817y2O7S

Nallor, Jlll (Greenstone

47

u6lNtA

3lt4 ta)L6

T.C. (Teva)

36

1J2|2812075

ZC

slTgnLs

TßINfi

22

314l2Ùt4

t¿vLa

CW-S (Glenmark

22

Aprahamian, Ara (Tarol

2t

ruTl?gt3
41til20r4

s.R. 2

15

tollslñ13

tut6l2ols
6l16120t6

9

u5l20t6
tu24lzt/ts
av2016
t2lt3l20/t3

7

9127120t4

3l?2l2ot6

6

4lil2Ot4
uL4l2Ot6

sl12l20tc

(r

Patel, N¡sha (Teva

11

J.B. (Teval

11

C.D. (Teva)

11

M.P
J.P.

I

Taro
eva

J.H. (Apotex)

6

7

a2f

tãJ.14

'20L6

quæ.L6
tt ,1C

aqnt+
q8lnL4

s.G.

5

4lnlnt^

6lt

M,K.I
tvt c. w(,cfncfqt

4

Lltol2or4

vLU2Ot4

3

sl24l2oL6

t¿1 '¿arlo

Ostaficiuk, Kon Camber)

2

912712073

L2lSl2Ot3

(Lupinl
B.H. (Apotex)

2

tolsl?f/ß

S.R.

7

vi.
1066.

Defend

Operations at Defendant

61

2074

'æ.LA

t^1^

Jim Grauso

Gratæo was enrployed as a Senior Vice President of Cornmercial

Auob

o until January 2014. InFebnrary 2Dl4,Defendant Glauso

moved to Defetda¡rt Glenmark and cuneutly holds the position of Executive Vice Plesident,

North Aruerica, Comnercial Operations. Defeudant Grauso repnrlar{y çomrnruticated with
competitors while he was at Aruobindo and colrtinued those relationships when he transfened to

Glenrnark. For example, between Decernber 201I and Jamrary ZÙl4,Defenclant Grauso
exchanged at least 1,763 phoue calls and text rressages with his contacts at Defeudauts Lupin,
313

Teva, Actavis, Taro, Zydus, Amneal, Glenmark, Greenstone, Wockhardt, and Breckenridge
These communications are detailed in the table below:

Count
977

Min Date
L2/tOlzOLl

T.S. (Teva)

243

t2/tl2ott

7l2t/20L4

Green, Kevin (Teva)

Contact Name
Berthold, David (Lupin)

Max Date
1./31.1201.4

158

12/6/2OL7

70/30/2013

M.P. (Actavis and Taro)

57

12/6l2ott

t/13/2074

D.L. (Zydus)

54

L/7/20L3
3/2t/2012

70/2s12073

39

S.R.(1)(Amneal)
Brown, Jim (Glenmark)

32

3127/2072

31

T

Nailor, Jill (Greenstone)
M,C. (Wockhardt)

31

7179/2072

t2/9/20L3
rl3/2074
Ll6/20L4
Ll6/2014

26

t2/81201.1

tl!3/2014

Green, Kevin (Zvdus)

20

LLl77/2073

1/29/2074
LlL4l2Ot4

Ostaficiuk, Kon

(Ca

mber)

lts/2012

B.W. (Wockhardt)

16

L2/8l2}tt

K.K. (Wockhardt)

77

8/6/2073

Patel, Nisha (Teva)

t2

slt4/2013

L.S. (Zydus)

8

s/23/20L3

M.B. (Taro)

7

t2/6l2OL1:

tlL3/2074
7/8/2Ot3
6/6/20t3
3/22/2012

K.S. (Zydus)

5
6

s/Lsl20L3
L/20/2012

s/3012013

Aprahamian, Ara (Actavis)
J.P. (Teva)

6

s/212072

12/ß/2073

S.R. (2)(Amneal)

4

t2/4120!3

D.N. (Breckenridge)
D.S. (Taro)

4

Teva Pharmaceuticals
M.B. (Glenmark)

3

8/20/20L2
6/2s/20L3
8/6/2073
6/20/2012

2

4lt2l2ot3
t/to/2ot4

6lt7/2013

Aprahamian, Ara (Taro)
Lupin Pharmaceuticals

2

L/24/2013

tl2412013

E.S. (Lupin)

t

s/612Ot2

s/6/2OL2

Rekentha ler, David (Teva

1

t2l8l2ott

12/8/2OtL

3

3

)

7/27

/20L2

1./2812014

8/6/2OL3

3/2u2O73
LlTO/2Ot4

1067. Similarly, after moving to Glenmark, Defendant Grauso continued to
communicate frequently with his contacts at competitor companies, including his former
colleagues at Aurobindo. For example, between February 2014 and October 2018, he exchanged
at least 2,018 phone calls and text messages with his contacts at Defendants Lupin, Aurobindo,

314

Zydus, Teva, Taro, Wockhardt, Saucloz, Greenstone, Dr. Reddy's, Anneal, Rising, Par',
Breckeruidge, Upsher-Srnith, aud Mylan. These conumurications ale detailed in the table below:
Contact Name

Min

Count

Max Date

Date

ailnM

toßlzJ.ß

215

21312014

sl3Ll20t7

161

2lunM

6125læ,lß

T.S. (Teva)

t28
106

U3lnt4
iluzolA

701412018

Aprahamlan, Ara (Tarol

Berthold. David lLuolnl
R.C. (Aurobindol

959

Green. Kevin fZvdusl

tolrd20/lß

B.W. (Wockhardtl
M.P. (Taro)

76

u28120L4

59

a$læt4

101u20t8
u3120tß

Taro Pharmaceuticals

59

3lsl20t4

8129120t8

l.K. (Aurobindol
l.J. (Aurobindo)

4

3lfllnt^

101312018

36
29

utgl2Ot4
3l2uæt4

6lLil2O1ß

M.C. (Wockhardtl
t.H. (Sandoz)

22

412012018

fSandozl
Nailor, Jil I (Greenstone)

18

tusl20/t5

t7

tl30l201s

91zil20L8
8la?{J.tz
sl26120t6

P.S. (Auroblndol

10

a20læ/LA

l.M. (Dr. Reddy's)

10

s127/2074

S.R.(il (Amneal)

o

u3lnM

s1zil20L7
3lL4l20.t8

S.G. (Risine)

9

312120t7

912Ol2Ot8

M.A. (Parl
Lupin Pharmaceutic¿ls

I

6129læjS

ilplnu

8

4lrsl20t4

4ltol20t8

LC. {Luoinl

7

4130,/2o.1ß

eltu?0jÂ

D.N. (Breckenridqeì

6

8lLOl20t8

Patel. Nisha lTeval
Ostaficiuk, Kon (Camber)
M.Ul (Upsher-Smithl
S.S. (Aurobindo)

6

sl4l20t8
u2u20L4

5

il3012074

70129120L4

3

4120L7

1

6lLsl20t7

tolu20/t7
6ltsl20t7

Cavanauch. fvlaureen ÍTeval
J.P. (Teval
LW. (Lupin)

1

il8120ts

71812015

1

319l20ts

319120ts

1

a22l20tS

8122l20tS

Teva Pharmaceutícals

1

tlLu20t8

Mylan Pharmaceuticals

1

útLlzot$
ilel20t8

R.S.

vii.

taßlnn

uslã'/ß

719120t8

Kevin Green

1068. Defendant Green worked at Defeudant Teva
turtil November 2013 when he took

toltl?0.ls

a

as a Director of National Accorurts

position with Defendant Zydus. Defeudant Gleen is

ctureutly the Vice President of Sales at Zydus. Defendant Greeu developed a nuurber of
relationships with individuals at rnauy of the corporate Defenda¡rts. He regularly corurmuricated
315

rvith corupetitols lvhile at Teva and then carried those lelationships over to his tirne at Zydus.
For exanple, betweeu Janualy 2010 arrd October 2013, Defendaut Green exchauged at least
1,410 phone calls and text rnessages with his contacts at Defendants Zydus, Mylan, Dr. Reddy's,

Contact Name
Nesta. Jim

(

Min Date

Count

lanl

ß7

Max Date

u2!20!2

2013

(Zvdusl
(Dr. Reddv'sl
B.R.

L82

41

2010

!20ti

üt9

anlæu

6l2stlnu

Grauso, Jim (Aurobi ndo)

1s8

tu6l20t7

ol20L3

K.R.

Berthold, David

(l¡plnl

118

a

2 (Sandoz)

tl nfl

tolgl2sß

4126120tC

7lt4l20t3

æ10

2812ût3

2010

6lLu2012

3l

M.K. (Zydus)
P.H. (Zvdus)

73

M.F. (Zvdus)

32

R.H. (Greenstonel

26

U 2013
31 10

P.M. fAurobindol

19

el2uæ/LO

Kellum, Armando (Sandoz)

14

312ú2072

S.G. f Sandozl

I

u?sl201ß

D.N. (Breckenridce)

6

I

2Ot2

313120L3

M.M. fWockhardtl

5

aßl?f/t3

6126l20ß

5

31ril20t0

3124120t0

G.R.

52

(Aurobindo)

M.A. (

31

Ð120/73

!6120L3

tol nß
81

6l

20L3

ært

lan)

5

27120/13

ÐlzJ/ß

R.T. (Sandoz)

4

s12312070

4

5/æl20tt

slLsl20t3
ttlt4l2072

Sullivan, Tracev (lannett)
Zydus Pharmaceuticals

3

u3(J,l20ß

8/2Ol2OL3

S.R.

(lupinl

3

toltu2013

tol27læ,73

R.C.

(Aurobindo)

3

61412012

612912012

CW-4(Sandozl
l.A. (Dr. Reddy's)
E.P. (Zvdusl

2

slzol?f/tÛ

aTlnn

1

u23120L3

il2312073

1

ßl?2lnt3

K.K. (Wockhardtl

t

7ltsl20r2

ßl22l20ß
7ltsl20r2

1069, Similarly, when Defendant Green becaure employed

at Zydus, he contimred to

conunuricate flequently rvith cornpetitors, iucluding with his fomrer colleagues at Teva. For
exaruple, between Noveurber 2013 and Arrgrrst 2018, Defendaut Greeu exchanged at least 969
phone calls and text uressages with his contacts at Defendants Teva, Glenmark, Mylau, Lupirr,

316

Aurobindo, Rising, Amneal, Sandoz, Greenstone, Lannett, and Dr. Reddy's. These
communications are detailed in the table below:
Min

Count

Contact Name
Patel, Nisha (Teva)

184

Grauso, Jim f Gle nmark)

161

Nesta, Jim (Mylan)
Befthold, David (Lupin)

tL1

Date

E

Max Date
Laú20L3
8l3Ll2VL6
214l2ot4

612512s18

glLT2tL7

M.A, (Mvlanl
P.M. (Aurobindo)
LP. (Teval

51

20t4
t!|812013
ruL4læ.L3

49

t7/412Ot3

7/28/2076

M

9175120L4

8120l2tL7

kenthale r, David fieva)
Teva Pharmaceuticals

42

ttl8120t3

3130/2075

36

La3120L3

817012t17

T.S, (Teva)

31

il8/20t4

Grauso, Jim (Aurobi ndo)

2A

lufllæ/L1

CW-2 (Rising and Aurobindo)

15

81412014

4123/2017

LK. (Amneall

t4

sltsl20L4

612il2sr8

124

Re

to/ttl20t7
3lL6l2Vt6

8lel2017
u29120L4

T.C. (Teva)

13

t2/412013

4/30/2077

S.G. {Sandoz and Risins}

10

6lnl20L4

Ltl26l20t6
8/!7120t7

K.G. (Teva)

9

5/312ot7

Cavanauth, Maureen {Teval

I

si14l20t7

813120t7

I

4130/20!4

S.G. (Teva)

5

1

2013

2lt2/2077
í126120t3

Brown, Jim (Glenmark)
J.L (Teva)

4

4lt2l20!8

812t/20ß

4

plß1n76

u20120L7

Greenstonel

4

toltzl2074

5lt4l20tt

4

2lL6l20L4

ut6l2tL4

S,R.(2)(Amneal)

3

e/26/2ot6

3/75/207e

M.W. (tvlylan)

3

sltslzoLs

6ltu2t78

C.B. (Teva)

3

t212012076

Ke

I I u m, Armando (Sandoz)

R.H.

f

(l¡nnettì

Sullivan, Tracev

(Luoinl

81912077

7

3124120L4

3124120t4

J,A, {Dr. Reddv's)

7

71il2014

7lu20!4

(Aurobindo)

1

719120L8

7191201Å

S.R.

T.G.

viii.

Armando Kellum

1070. Defendant Kellum was the Director of Pricing and Contracts

at Defendant Sandoz

until July 2015. While at Sandoz, Defendant Kellum directed his subordinates, including CW-1,
CW-2, CW-3, and CW-4, to enter into price fixing and market allocation agreements with

competitors. In addition, Kellum had his own relationships with certain competitors and
communicated with those contacts directly when necessary to further the agreements. For
example, between

llay

2011 and

April 2015, Defendant Kellum exchanged at least
317

182 phone

calls and text messages with his contacts at Defendants Greenstone, Lupin, Teva, Upsher-Smith,

Zydus, Actavis, Rising, Amneal, and Dr. Reddy's. These communications are detailed in the
table below:
Contact Name
R.H. (Greenstone)
Berthold, David (Lupin)

Min Date

Count
66

4t
\4

Green, Kevin (Teva)

8l

312L120L2

8lt4l20t3
3lsl20ts
tsl20!4

10

8/7/20t4

I

J.M. {Upsher-Smith)
Nai lor, Ji ll (Greenstone)
Green, Kevin (Zvdus)

Max Date

7l20l20Lt
t/24120t2

412120L4

20t4

8/14/20L4

8

ru7/20t3

4130/2015

M.F. (Zvdusl

7

7lZ3l20L2

t12312Û.74

S.H, (Upsher-Smith)

6

s/t7/2ot4

3/261201s

Upsher-Smith Laboratories

4

9lLsl20L4

t3l2Ût4

Rogerson, Rick (Actavis)
C.P. (Risine)

3

sls/2011

sl28l20L7

3

4128120t4

2074

S.R.(1)(Amneal)

2
2

s/20/2013
7112il20L3

t2/]^8/20\3

S.R.(2) fAmneall

M.M. (Upsher-Smith)
E.H. (Upsher-Smith)

2

Ltl20l20L3

2

tus/2013
el12l20t4

7

7/23/2012

9l!612074
7/23/2012

7

4118,l2OL3

4178l2Ot3

7

th2/20L4

9lLzl20L4

N.M. (Dr, Reddv's)
D.C. (Upsher-Smith)
B.L. (Upsher-Smith)

ix.
l07l

.

u8/2074

Jill Nailor

Defendant Nailor has worked at Defendant Greenstone since August 2010 and is

currently the Senior Director of Sales and National Accounts. Defendant Nailor directed her
subordinate R.H., a national account executive, and others at Greenstone to fix prices and
allocate customers with competitors on overlap drugs, including with several of the corporate

Defendants. She also instructed them to avoid putting any evidence of such communications
into writing.

1072. In addition, Defendant Nailor regularly communicated directly with competitors
herself. For example, between August 2010 and ly'ray 2017, Nailor exchanged at least 4,439
phone calls and text messages with her contacts at Defendants Amneal, Dr. Reddy's, Actavis,

318

Auobindo, Mylan. Glerunark, Zydls, Teva, Sandoz, Lupin, Wockhardt, Larurett, Apotex,
sher-Smith, Par, and Taro. These conunturications are detailed i¡r the table below:
Contact Name

Min Date

Count

S.R.(11fAmneall
V.B. {Dr. Reddv'sl

Max Date

sluæjß

376S

f,/26120/10

L?S

L6l20L4

518120t7

fActavisl

86

9121J2017

7l14l20tß

l.P. (Amneal)

75

812il20t0

912812016

f.w. (tÌ. Reddfsl

6¿

a?alæ/lß

(Aurobindol

Æ

8126120L2

Falkln. lvlarc lActavisl

4t

2lJ[4

slz,,l20t6
5lnI20L3
3ltfil2sL6

Nesta.Jim ffWlanì

4

Grauso Jim (Aurobindol
Brown, Jim (Glenmark)

3t

A.B.

A.T.

tuL3l20ts
';2lsl20L2
7lßtl2st2

a

x

LS. fZvdusl
Grauso, Jim (Glenmark)

L7

D.C. (Glenmarkl

1t

Patel, Nisha (TeveÌ
Kellum. Armando ÍSandozl
K.S. (Zvdusl

æ13

4lnl20t2

u

201s

1161

4

8lZ5l20L6
8l22t2sr3

sl2

16

TI

slElñL3
tl2tl20t4

717lnß
3161 4

c

412120/t4

8

6lr3l20t2

1Sl2gt4
6lL3l2sL2

Berthold, fÞvld (Luplnl

8

4lt6lñß

6hslzû.ß

ckhardt)
l.D. (Teval
feva Pharmaceuticals
D.S. (Actav¡sl
S.C. (Actavis)

7

819120L6

819120t6

6

2lt6l2sL7

sltsl2sr2

6

2lr6l20Lt

u2u20L4

5

tLl27l20/n

u3tl20L2

5

4lra20fl

412212012

Rekenthaler, Drvld fieval

4

72lnl2gt3

M.C.

(

K.S.

(lannett)

3

74tU20L4

u22l2sL4
a6l201s

R.C.

(Aurobindol

3

tola20/r.l,

LOl18l20L3

3

6125120t5

6128120t6

2

712:¿120t4

8113l2gL4

2

5124120L7

sl24l20t7

l.H. (Par)

2

41zd?oß

4127l2sr6

Cavanaugh, Maureen (Teval

7

tusl20n

tu5l20L2

CW-3lSandozl

I

sl?9lñt3
7ll'l207s

5læ,l2tt3

B.A. (Apotex)

P.Ivl (Auroblndol
D.Z. (Upsher-Smithl

J.H.

(Aootex)

I
I
I
I
I

Taro Pharmac¿uticals
B.R. (Dr. Reddv's)

N.C (Actavls)

[upin Pharmaceuticals

x.

illsl20Ls

3lLsl20t2

3123l2tt1
3ltsl20L2

tl29l20t3

tl?8,l20L3

61L712015

6lL7l20r5

3lz3lZOLt

James Nesta

1073. Defendant Nesta started his enrplolnnent with Mylau in 2000 aud is cun'eutly the
Vice Presideüt of Sales at Defendaut Mylan. Nesta courmruricates repnrlarly with his

319

courterparls at many of the corporate Defenclants. For example, between Januaty 2011 and
Febmary 2016, Defeudant Nesta exchanged at least 5,293 phone calls ancl text lnessages with his
contacts at Defeudants Greenstone, Ar¡ureal, Teva, Dr. Reddy's, Zydtrs, Aruobindo, Actavis,

Contact Name

Cou

Min Date

nt

R.H.lG¡eensønel

23L0

619l20/tt

812412o/7s

S.R.(11(Amneall
Green. Kevin fTeval
B.R. (Dr. Reddv's)

1:079

tl3120t7
212u20n

L2lLil20t5

67

Green, Kevin (Zvdusl

tL7

Uslzott
il2!20L7
tlil20t4

Rekenthaler. David f Teval

tm

41512tt2

(Zvdusl

K.R.

727

A.T. (Auroblndol

95

Falkln. Marc fActavlsl

78

Aurobindol

81

20t2
t2l3l20L3

tol4læ/ß
6128120];2

ßluM4
8lLT20t7

3lÐlnß
ilAnt3
8,lfllæ.ß

76

!20L3

a8120L6

V.B. f Dr. Reddv's)

7t

81il20t4

UUzot6

Berthold, David (Lupinl

68

4121/20ß

LOlL3l2014

ll

el6lnfl

rcltuæ,t3

52

3lsl20t1

212il20L4

42
/t0

6nnOfi

619l20tt

72/sl20L2

rut3l20ts

lannettl

35

tl4lnß

4123l2tt4

T.W. (Dr. Reddv's)

t4
üt
t2

J.K.

f

CW-4fSandoz)
J.A. (Dr. Reddy'sl
K.N. (Dr. Reddv'sl

Nailor, Jill (Greenstone)
K.S.

f

P.M. fAuroblndol

(Aurobindo)

utu20L3

Uslzot3

41s|20/13

6119l2tß
2l25l20L6

S.R.(21lAmneal)
R.C. (Teva and Aurobindo)

11

uzsl20L6
toht2o/t4

10

7120120t7

ttlu20tt

Patel. N¡sha fTeval
Sul livan, Tracy (lannett)

10

5ltol2ß13

8181207i

7

7121.120L4

il22120L4

LP.lTarol

4

tua20p

tltil20t3

B.P. (Zvdus)

4

ilzLlzoLL

C.N. (Sandoz)

3

TnAzoLt
Luu20t2

Lutil2072

Teva Pharmaceuticals
J.H. (Par)

3

AUzott

812l20LL

2

214lnL4

u412ot4

T.G.

xi.

u75,l20ts

Konstantin Ostaficiuk

1074. Defendant Ostaficiuk is the Presideut of Caruber Phaunaceuticals and has held
that position si¡rce 2009. Druing his teuure at Caurl¡er, Defendaut Ostaficiuk has been the

prirnary petsoû responsible for fi.utheriug price fixing and malket allocatiou agreerneuts with lús

320

competitors. Indeed, Defendant Ostaficiuk regularly communicated with competitors and
maintained relationships with executives at many of the corporate Defendants. For example,
between March 201

I

and August 2077,Defendant Ostaficiuk exchanged at least 464 phone calls

with his contacts at Defendants Amneal, Lannett, Breckenridge, Aurobindo, Lupin, Teva, Rising,
Breckenridge, Taro, Glenmark, Zydus, Dr. Reddy's, Wockhardt, Sandoz, and Actavis. These
communications are detailed in the table below:
Contact Name
S.R.f2) (Amneall
K.S. f Lan

Co

Min Date

unt

nett)

Max Date

6ltLl20L7

312U20t7
3/101207t

L28
122

8/24120Lt

lBß*enridsel

Æ

3125120t7

7l24l2sl7

Grauso, Jim f Aurobi ndo)
Be rthol d, David ( Lupi nl

39

t2l9/2tt3

S.R.(1)(Amneal)

t2

3/zll2O!2
5lt4l2Or2
3h2l20tZ

tol25/2OL6

R.M. ([annett]

10

r2ltsl2Ot7

ut4l2tL2

10

e/22120!4

2ltel2075

ruLuzsLs

S.C.

Re

T9

kenthale r, David (Teva)

2m6

C.M. (Aurobindol

9

51zil207s

K.M. (Risine)

8

ilL7/20t4

6/8/20t6

7

7!sl2ott

tolzel2m4

6
6

s/30/2ot2
slLsl2otL

812812s12

5

5/8/ZO7Z

slt6/2oL2

ridge Pharmace utic¡l
M.B. (Taro and Glenmark)
Sull ivan, Tracy (Lannett)
Bre cken

s

P.H. (Zydus)

Grauso, Jim (Glenmark)

ilnl2

5

(Breckenridee)

6/6/20L2

4

7012912sL4

t2/t7/2Írs
]¿lsolzsls

lvlK. lZvdusl

4

sl20l20rt
Llsl20ls

B,R. (Dr, Reddv's)

4

tl!8120L2

3/30/2Ot2

K.K. (Wockhardt)

4

tolsl20tt

D.P. (Sandoz)

3

7/9120t4

Utl2sL2
7l!4/20!4

CW-5 (GIenmark)

3

Lut9l20L3

Falkin, Marc (Actavis)

2

6/6/2013

P.M. (Aurobindo)

2

812012013

sla20L4

B.M. (Amneall

1

to/3/2011

to/312017

1

!012912014

7

6126/20ts

tol2gl20Â4
6/26/20t5

D.N. (Breckenridcel

1

414120L6

41412tL6

A.T. (Aurobindo)

1

2/tl2013

2/tl20t3

1

4127120L7

P.G.

Brown, Jim (Glenmark)
L.P. (Taroì

S.G.

(Glenmark)

xii.
107

5.

LL/rlgl2013
!2/512013

4127l2sL7

Nisha Patel

Defendant Patel worked at Defendant Teva from

first as a Director of Strategic Customer Marketing and then
321

April 2013 to December 2016,

as a

Director of National Accounts

As discussed in great detail above, Defendant Patel was in frequent communication with her
countetparts at the corporate Defendants to

fix prices

and allocate markets. For example, during

her time at Teva, Defendant Patel exchanged at least 1,240 phone calls and text messages with
her contacts at Defendants Zydus, Sandoz, Actavis, Glenmark, Greenstone, Taro, Lupin, Dr.
Reddy's, Lannett, Par, Apotex, Aurobindo, Mylan, Amneal, Upsher-Smith, and Breckenridge.

As discussed in various sections of this Complaint, Defendant Patel also frequently
communicated with competitors using Facebook Messenger, Linkedln messaging, and the
encrypted messaging application WhatsApp. The communications detailed in the table below

include only telephone calls and text messages:
Contact Namc
Green, Kevin (Zvdusl

E

count

Min Datc

Max Dâta

184

1Jlunß

CW-1(Sandoz)
Rogerson, Rick (Actavis)
CW-5 (Glenmark)

183

4126/2ot3

819/20t6

ts7

s1212073

tLlgl2tts

t2t

R.H. sf Ëeil5

105

sl2/20t3
slil2oL3

to/t?l2oL6

100

sl22/nt3

3/3/2016

76

sl612013
s/612Ot3

7128/2o!s

tolLsl20t4

LUf

t€

Aprahamian, Ara (Taro)
B€nhold, David (Lupin)
J.C. Glenmark

44

8l3U2Aß

3/4/2ot4

41812ür4

Brown, Jim (Glenmark)

36

816l2OL3

V.B. (Dr. Reddy's)

28

6ltol20t4

9/27/20t6

A.B. (Actav¡s)

28

4l3O/æ.L3

rolt6lzols

Aaavis)
Nailor, Jill (Greenstone)
Sul I ivan, Tracy (Lannett)

28

9/16/2Ûts

3/to/2016

T.P. Par

16

6126l20.LA

LLlLOl2OT4

B,H. (Apotex)

t4

sl20/20t3

6lt2/20ts

Grauso, Jim (Aurobindo)
Falkin, Marc
Nesta, J¡m (Mylan)

L2

tt

slt4l2oL3
2/s/20t6

u8,l2oL3
6/16/2Ot6
8/812013

A.S.

18

t]

a2unL4

31612üt4

6lt2l20t4

4/6/2Ot6

10

slL0l?0.Ls

A,G. (Aaavis)

9

t/27/20Ls

6/9/20t6

S.R.(2) (Amneal

9

9l9l2OL4

sl29l20ts

(Upsher-Smith)

8

4/2s/20t3

e/18/2014

Grauso, Jim (Glenmark)

6

K.R. (Zydus)

6

2l28l2OL4
ro/70120L3

s/t8120t4

B.L.

s.G.

zvt

rlsl20ts

4

212s/20.L6

M.B. (Actavis)
M.B. (Glenmark)

3

2/26/2016

5/2412016
616/2Ot6

3

slLolnß

sl23l20t3

s.c. Bre cke nrid

2

2/7/2014

2/7/20!4

S.R.(1) (Amneal)

2

9/sl2ot4

tl6120ts

322

xiii.

David Rekenthaler

1076. Defendant Rekenthaler was the Vice President of Sales, US Generics at
Defendant Teva until

April 2015. Defendant Rekenthaler is now the Vice President of Sales at

Defendant Apotex. During his time atTeva, Rekenthaler knew that his colleagues, including
Defendants Green and Patel, were colluding with competitors. Indeed, Defendant Rekenthaler
was also in frequent contact with competitors himself and had relationships with executives at

nearly all the corporate Defendants. For example, between January

20ll and March 2015,

Defendant Rekenthaler exchanged at least 1,044 phone calls and text messages with his contacts
at Defendants Actavis, Mylan, Par, Aurobindo, Apotex, Zydus, Sandoz, Rising, Amneal,

Breckenridge, Lupin, Dr. Reddy's, Glenmark, Greenstone, Taro, Lannett, and Wockhardt. These
communications are detailed in the table below:

323

Contact Name
Fal ki n, fi¡hrc (Actavisl

Max Date

433

ultlzott

ußlæils

tol6120LL

3124l20rs

65

sl6læ/ß

319læ/L5¡

42

rLl8l20L3

tlrunn

3lÐl207s

26

and Risins)

3177/20L5

75

Green, Kevin (Zvdusì
A.S. (Actavlsl

3l25l20/ß

415120L2

89

(Aurobindo)
l.H. (Aootexl
R.C.

a7l20r3

toz

Nesta, Jim (tWlan)
G.B. (Par)

2 (Sandoz

Min Date

Count

24

l.H. (Par)
S.G. (Zvdusl

tA

2ou

4lúnß
tu20l20t4

3l7lnÉ

1!¡

el16læÁ3

18

u2013

18

elt2tætt

L2lBlnß

4.8. (Actavis)
J.K.lActavlsl

16

4lu20t3

9lt6l20t4

15

tu20/13

3læ,l20.15

S.R.(21(Amneall

13
10

sl8l20L3
6lMl2ßt2

3lt2l20L5

D.N. ÍBreckenridcel

Ostaficiuk, Kon (Camber)

10

912U20L4

6lrclæ.t{
ut9l207s

ußlæ.t4

B.P.l

lanl

U

2o1s

Berthold. Davld (Luoinl

9

L412073

J.K.(

I

uttlzotz

8

4lt4l20tt

u4l20t2

7

8lta20L1

4lt6l20n

5

toltol2tl3

4

91zil2073

4

plplnts

yra20L4
u22lntA

lan)
K.M. (Rislnel
B.R. (Dr. Reddy's)

K.R. (Zydus)
CW-5 (Glenmark|

Nallor. Jlll f Greenstonel
EG. (Tarol

Uil2oL2

nlfllnß

3

sltol20Lt

ftannettl

3

ßl3aæ.fl

u8120t2
20t4

C.V. (Greenstone)

3

tut4l20L3

tutgl20t3

T.W. fDr. Reddv's)
J.J. (Taro)

3

ilEln13

slu20t4

(Lannett and Glenmarkl
M.B. (Glenmark)

2

4lwnr

2

u26120t3

B.W. (Wockhardtl

2

uslnn

u28120t3
3lm,iæ/tA

Brown, Jim (Glenmark)
S.R(1) (Amneal)

3124120L4

312412014

1

G.R. (Aurobindo)

1

a6ln12
tuu20Lt

rllLl20t7

Grauso, Jim (Aurobindol

1

K.S.

2

1.1!1"

xiv.

I

u3u20tt

plslnn

71212012

fll79l?0.L2

a6120n

DlslnÍ

RickRogerson

1077. Defendant Rogerson was the Executive Director of Pricing and Business
Analytics at Defeudant Actavis turtil Actavis was acquiled by Teva in Aup¡rst 2016. Defeudant
Rogerson uow works at Defendaut Arn¡real as a Senior Dilector of Marketing and Business

Analytics. During his tirne at Actavis, Defendant Rogerson cornmruricated with his coutacts at
324

severalcorporate Defendants. For example, between February 2010 and July 2016, Defendant
Rogerson exchanged at least 635 phone calls and text messages with his contacts at Defendants

Wockhardt, Teva, Dr. Reddy's, Sandoz, Lannett, Glenmark, Taro, and Zydus. These
communications are detailed in the table below

Count

Contact Name

M¡n

Date

Max Date

K.A. (Wockhardt)

316
L57

3/r1/20L0
s/2/2013

u28/20L6

Patel, Nisha (Teva)

N.M. (Dr. Reddv's and Sandoz
J.M. (Lannett and Glenmark)

43

LO/7s/2OL3

3/6/20L8

32

6/24/20t0

r/6/2012

K.G. (Teva)

29

7/29/20L6

Teva Pharmaceuticals

27

!2/L5/2015
9/24/20rs

C.B. (Teva)

L7

7/2612016
4/1.6/2014

2/8/20L0

Aprahamian, Ara (Taro)

4

2/26/2016
6/77/2013

S.G. (Glenmark)

3

218/2070

ttl9/20rs

7/29/20t6

3

s/s/20tr

9/28/20t!

Taro Pharmaceuticals

2

6/14120t3

Lr/20/2013

J.W. (Zydus)

2

6/24/201.4

6/2s/2014

Kellum, Armando

xv.

(Sa

ndoz)

Tracy Sullivan

1078. Defendant Tracy Sullivan has been employed at Defendant Lannett since 2007
and is currently the Director of National Accounts. Sullivan regularly communicated with

competitors and maintained relationships with executives at many of the corporate Defendants.
For example, between March 2011 and August 2016, Defendant Sullivan exchanged at least 495
phone calls and text messages with her contacts at Defendants Zydus, Wockhardt, Teva,
Greenstone, Dr. Reddy's, Par, Amneal, Aurobindo, Mylan, and Breckenridge. These

communications are detailed in the table below:

32s

Contact Name
K.R. (Zydus)

Cou nt

724

Min Date
Max Date
6lsl2Ot7
LLlt4l2OL4

101

4/ttl2ot2

tlt6/20!4

J.P. (Teva)

50

3126l20t4

R.H. (Greenstone)

37

B.R. (Dr. Reddy's)

28

J.A. (Dr. Reddy's)

22

3l3l2Ot6
3lt4/2Ot6
8/7l2OtL
slt3/2oL4

Patel, Nisha (Teva)

t7

7/zsl2ctL
3l28l20tt
4/28/21tt
6lt2l2oL4

L.S. (Zydus)
D.V. (Or. Reddv's)

16

7/30/2OtL

8/7s/2013

t4

sl22l20Ls

l(.o. (Par)

74

J.W. (Zydus)

11

7/2612073
613l2Ot4

J.P. (Amneal)

11

sl24/2Ot7

8lLsl20t6
s/s/20!s
3l7l2Ot6
s/s/2o7s

P.M. Aurobindo)
K.N. (Dr. Reddy's)
Nesta, J¡m
lan)
Ostaficiuk, Kon (Camber)

10

6lsl2ot3

6ltol20ß

7

2123l2Ot6

3/7/20!6

7

K.K. (Wockhardt)

(

41612Ot6

il

D.N. (Breckenridge)
Green, Kevin
Green, Kevin (Zydus)

4
4

712!20t4
slt9/2071
sl2sl2ot2
sl23/20rt

4

2l1612Ot4

9lru2Ot4
7u74/2012
u1612ot4

C.M. (Aurobindo)

3

s/e/2ots

sls/zots

G.R. (Aurobindo)

2
1

S.K.(

1

6lt4l20tt
e/7/z}tt
tol6l20tt

6lt4l2OL7

P.G. (Breckenridge)

I

7/2Ol2Ot2

7/2012012

ckhardt)

P.H. (Zydus)

5.

6

2Ot4

8/28/2012

e/7/21tt
LOl612Ot7

A Commitment To The Overarching Conspiracy Was Instrumental
To The Success Of The Price Fixing Agreements

1079. As detailed above, the overall understanding among the co-conspirators required
commitment that each competitor was entitled to its "fair share" of a given market. When a
competitor was satished that it had its "fair share" of a particular drug market, competition
waned and prices rose. These "fair share" principles were the foundation upon which the price
increases were

built.

So long as each competitor had its

"fair share," no competitor was

incentivized to compete for business when another competitor increased price. In shoft,
competition resulted in lower prices; and as far as Defendants were concerned, nobody won in
that scenario. Indeed, it was generally understood that when a competitor increased price, the
other competitors in the same drug market would either decline to bid for the business or would
326

a

bid high so as not to punish the party that took the price increase. Often, the competitor would
then follow with a comparable price increase of its own.

1080. There

are numerous examples throughout this Complaint

to compete in the face of

a

of competitors refusing

price increase so as not to "punish" the leader or "steal" market share.

As just one example, when Defendant Teva was approached by a large retail customer in May
2013 to bid on a drug for which Defendant Greenstone had increased prices, Defendant Green

Teva later declined to bid

expressed caution stating,

on the business.

1081. The concept of "fair share"

and price increases went hand in hand. For example,

as discussed above the ongoing understanding between Defendants Teva and Sandoz that they

would follow each other's price increases was predicated on the agreement that the follower
would not poach the leader's customers after the increase. The same was true for the
understanding between Sandoz and Mylan. As discussed above, Defendant Nesta specifically
cautioned CW-4 that Mylan did not appreciate having its prices challenged after an increase

-

i.e., Mylan did not want Sandoz to steal its business by underbidding its customers. Similarly,
Defendant Aprahamian of Taro often spoke with CW-3 of Sandoz about coordinating price
increases between the two companies.e Almost invariably, he would conclude the conversations

with phrases like

I
1082. Fufther,

because of this

"fair share" understanding, it was not essential for the

competitors to communicate with each other in advance of every price increase, although they
often did so anyvvay. So long as the competitor knew before it was approached by customers
e Although there are some examples of communications between Defendant Aprahamian and CW-3 discussed in
this Complaint, as they relate to Teva drugs, many other collusive communications over a period of time, and the
drugs they relate to,

will

be the subject

ofa

subsequent complaint.

327

that the reason for the solicitation was due to a price increase by the incumbent supplier, the

competitor knew not to compete for the business. Similarly, the competitor knew it would have
the opportunity, which it often took, to follow the increase with a comparable price increase

of

its own.

6.

I'Quality Competitorn Rankings Relate To Price Increases, But Even
"Low Qualityil Competitors Comply With The Overarching
Conspiracy

l083As a further demonstration that the fair share understanding was universally
accepted and understood in the generic pharmaceutical industry, even companies that Defendant

Patel and Teva referred to as "low quality competitors"
leaders or followers for price increases

-

- because they were not viewed as strong

consistently complied with the principles of "fair share"

and "playing nice in the sandbox."

ù.

Example: Camber Pharmaceuticalsr lnc. (and its President,
Defendant OstafTciuk).

1084. When Defendant Patel first

created the quality of competitor rankings in early

ll4ay 2013, she gave Camber Pharmaceuticals a ranking of

-2. When Defendant Patelrevised

those rankings one year later in May 2014, Camber's ranking did not change. It remained one
the lowest ranked of all of Teva's competitors.

1085. Nonetheless, Camber adhered to the fair share understanding, and consistently
applied those rules in dealing with its competitors.

1086. This was evident when, in September 2014, Camber entered the market for two
different drugs that overlapped with Teva.

1087.

One of those drugs was Raloxifene Hydrochloride Tablets ("Raloxifene"), also

known by the brand name Evista

- a drug used in the treatment

postmenopausal women.

328

of osteoporosis in

of

1088. Teva had begun marketing Raloxifene in March of that year. Actavis had
received approval to begin marketing Raloxifene in2014 as well, but had not yet entered by
September 2014.

1089. The other drug was a generic form of LamivudinelZidovudine

-

a combination

medication also known by the brand name Combivir. Generic Combivir is used in the treatment

of human immunodeficiency virus (HIV). Camber had received approval to market a generic
form of Combivir in February 2014, but as of September 2074 was still in the process of entering
the market. Already in the market were competitors Teva, Aurobindo and Lupin. As discussed
more

fully above in Section IV.C.l.c.i., Defendants Teva, Lupin

and Aurobindo agreed to divvy

up the generic Combivir market in2072 when Teva was losing exclusivity on that drug.

1090. As the anticipated product launches for Raloxifene approached, the new entrants
discussed an allocation strategy

with Teva to ensure they each received their fair

market. On September 9, 2014, Defendant Rekenthaler had

a

share of the

twenty-six (26) minute phone call

with 4.B., a senior sales and marketing executive at Actavis. A short time later, a Teva
executive told colleagues that she had

1091. Teva's discussions with Actavis escalated over the coming week. On September
10, Defendant Rekenthaler exchanged two calls with Defendant Falkin of Actavis lasting fifteen

(15) minutes and one (1) minute, respectively. On September I l, the men talked for ten (10)
more minutes. On September 16, Defendant Rekenthaler spoke by phone a total of six (6) times

with different Actavis personnel, including one call with A.B. lasting thirty-four (34) minutes.

1092. The following morning, in response to an inquiry regarding whether Teva
intended to retain a major customer's Raloxifene business, K.G. of Teva replied in the

affirmative. Defendant Rekenthaler then shared the information he had gathered through his

329

communications with competitors
That
same day, on Septemb er

17

,2014, Camber sent an offer for Raloxifene to a large Teva customer,

Econdisc.

1093. Defendant Rekenthaler and Defendant Kon Ostaficiuk, the President of Camber
Pharmaceuticals, spent the next three days

-

September 17 through September 19

-

playing golf

during the day and socializing at night at an industry outing in Kentucky sponsored by a
packaging vendor.

1094. On September 2l,2014,Defendant Ostaficiuk called Defendant Rekenthaler and
the two spoke for two (2) minutes. The next day, Rekenthaler initiated a series of four (4) phone

calls with Defendant Ostaficiuk. The two spoke for a total of thirty (30) minutes that day.

Notably, these are the first identif,red phone calls ever between the two competitors. As a result,
Camber sent a revised offer to its potential customer that same afternoon, containing modified
prices for Raloxifene.

1095. On September24, Defendant Patel

discussed a Raloxifene allocation strategy with

her Teva colleagues in light of Camber's offer to the large Teva customer, Econdisc. She
emphasized Camber's expressed commitment to the overarching conspiracy among the
competitors

- and conveyed

information she obtained from Defendant Rekenthaler during his

conversations with Ostaficiuk

-

stating

1096. As a part of this discussion, K.G. considered whether Teva should just concede
Econdisc to Camber, and seek to recover that market share with another customer. At9:07am

330

that rnoming, Patel infonued her supervisor K.G. and uutrerous others at Teva, that Defendant
Rekenthaler plarured to discuss the matter with Caurber:

eight

(8)

utes.

ñ¡ame

Voiæ O
Voice

91241?0.14

Volæ
Volæ
Voice

Auobindo, for more than

duk, Kon (Camber)

Dir€ction

Contact Neme

lncomlng

Rekenthaler, David

Ostafìduk, l(on (Camber)
Ostaficiuk, Kon

(Teva)

5:28:ü)

Davld

Kon

Oavid

lncom¡n8

Kon

8:2.t(þ

Berthold, Davld (Lupinl
tlavld

eigürteen (18) rrrinufss, to close the loop ou the generic

Combivir

couumurications.

1098. On September 25, after discussing with his collea¡xres which custourers Teva
should coucede in order to give Carnber its fair shale of the Raloxifene market, and anued with

331

the iufor:natiou Defendant Rekenthaler had gathered frour Caurber's President, K.G, concluded:

twice that day.

that

day,

a short one

(l)

minute call.

332

1102. 4.R.,

a senior sales executive at Camber, replied:

A.R. also added that

Defendant Ostaficiuk replied:

I
1

1

03

.

About

a

week later, on October

7

, 2014, a large Teva customer informed a Teva

sales representative that Camber had made an unsolicited bid

for its Raloxifene business. J.P.,

a

Director of National Accounts at Teva, sent an e-mail to certain employees atTeva, including
Defendant Rekenthaler, notifying them of her conversation with the customer, and expressing
surprise given the agreement Teva had previously reached with Camber:
Based on his prior conversations with Defendant Ostaficiuk,
Defendant Rekenthaler doubted that Camber made an offer to another Teva customer, stating:

1104. J.P. of Teva

to the customer that

and Teva would be surprised

if Camber had intended to make an offer to the

customer. After further discussion with the customer, Teva staff learned that it was a
misunderstanding. Camber never actually made the offer, but had instead complied with its
agreement with Teva.

1105. The fair share agreement continued to govern

as usual

until mid-December 2074,

when Camber learned of supply problems at Teva on Raloxifene. A Camber employee described
the prospect of Teva being on backorder for this drug as a
understanding of the rules of the conspiracy, she pointed out:

JJJ

Expressing her

Defendant Ostaficiuk responded optimistically, but

cautiousl

7.

Teva Profitability Increases Dramatically As A Result Of Price
Increases.

1106. As discussed more fully above, from July 3, 2013 through January 28,20l5,Teva
conspired with its competitors to raise prices on at least 85 different drugs. The impact of these

price increases on Teva's profitability was dramatic.

1107. After these price increases
raised its guidance for the full year

- on July 30, 2015 - Teva reported

2015. Among other things: (1) net income was up l5%

compared to the prior year; (2) operating income was up
cash

strong results and

16%o compared

to the prior year; and (3)

flow from operations was ry 4lYo compared to the prior year. Teva reported

a gtoss

profit

margin of 62.80/o, which was up from 58.1% the prior year. Teva's stock prices also soared. By
July 2015, Teva's stock price was trading at an all-time high. These significant results were
obtained largely as a result of the anticompetitive conduct detailed herein.

8.
I

Teva and Its Executives Knowingly Violated The Antitrust Laws

108. Teva was aware of the antitrust laws,

and paid them lip service in its Corporate

Code of Conduct. For example, Teva's Code of Conduct from the summer of 201 3 states

specifically:

334

I

109. But high-level executives

at Teva were aware that those laws were being violated

systematically and egregiously, and never instructed Teva employees to stop or to rescind the
agreements that Teva had reached

with its competitors.

1110. For example, when Defendant Patel started at Teva in late-April2013,

she

immediately began ranking Teva's competitors by their "quality." "Quality" was nothing more
than a euphemism for "good co-conspirator," and it was well known internally at Teva that Patel
was identifying price increase candidates based on who Teva's competitors were for those drugs,
and whether she or others at Teva had an understanding in place. Indeed, Patel already had a

short list of price increase candidates in place on the day she started at Teva, which was based at
least in part on conversations she had already been having with Teva's competitors before she
started, including Defendant Ara Aprahamian at Taro.
I 1I

l.

As Defendant Patel was starting to create her ranking of quality competitors and

identify candidates for price increases, she sent her very first iteration of the quality competitor

335

ranking to her supervisor, K.G.

-

a senior marketing executive at

ranking included, within the category o

Teva- on May l,2013. That
the following competitors:

Mylan, Actavis, Sandoz, Glenmark, Taro and Lupin. The preliminary list of price increase
candidates also included the formula that Defendant Patel would use to identify price increase
candidates using the quality of competitor scores.

lll2.

With K.G.'s approval of her methodology for identifying price increase

candidates, Defendant Patel continued communicating with competitors and agreeing to price

increases. She also routinely provided K.G. with intelligence that she had received from her
communications with competitors. For example, when Patel sent her very first

formall

spreadsheet to K.G. on May 24,2073, she identified, for example, that the drug

Nabumetone was a price increase candidate because, among other things,

For the drug Adapalene Gel, Patel noted that there were

I

-

even though Taro had not yet increased its prices for Adapalene

Gel. Patel had

obtained this competitively sensitive information directly from her communications with
competitors.

1113. K.G. immediately forwarded that information to Defendant Maureen

Cavanaugh,

the Senior Vice President of Sales at Teva, who approved of the price increases based on the
reasoning that Defendant Patel provided for each drug. As discussed more fully above, Teva
raised prices on those drugs (and others) on July 3,2013.

lll4.

Defendant Cavanaugh was well aware that Patel was communicating with

competitors about price increases, and making recommendations based on those
communications, because Patel told her so directly. For example, during a2013 meeting of Teva
sales and pricing personnel where Defendant Cavanaugh was present, Defendant Patel was

336

discussing hel comnnuúcations with certaiu courpetitors about price increases wheu Defeudant
Cavanaugh smiled, put her hands over her ears, and pretended that she could not hear what was
being said. Not once, however, did Cavanaugh ever tell

to stop

co
I

Patel or anyone else at Teva

g utith Teva's courpetitors or rescind the agreeruents that had been reached.

I15.

super,risor,

Defen

Patel continued to

K.G. On August

send

lligence that she had obtained ftom competitors to her

7,2Ol3,De

Patel sent to K.G. a surnmary list of drtrgs slated

lauguage:

As discussed more fully above, Teva increased prices on those three dnrgs two days later. Not
once did K.G. ever tell Defeudant Patel to stop ssnunrrnis¿ting with competitors, or to rescind
any of the agreements she had reached on behalf of Teva.
I

116. Defendant Patel

also spoke regrrlarly to both Defendant Rekenthaler and

Defendant Green about each othersrsornnrunìcations with conrpetitors. Patel was aware that
337

both Rekenthaler and Green were communicating with competitors, sometimes at her direction.
Defendants Green and Rekenthaler, in turn,'were also both aware that Patel was communicating

with competitors and implementing price increases based on those communications.

1117. Defendant Rekenthaler

-

the Vice President of Sales at Teva

-

was aware that

communicating with competitors about pricing and market allocation was illegal, and took steps

to avoid any evidence of his wrongdoing. For example, as discussed more fully above, on July
15,2013 CW-2 of Sandoz called Defendant Rekenthaler at Teva and left a message.
Rekenthaler called CW-2 back immediately and they had a three (3) minute conversation during

which CW -2 asked Rekenthaler to provide him with a full, comprehensive list of all drugs that
Teva had recently increased pricing on

- not just those drugs where Teva overlapped

with

Sandoz. Rekenthaler complied. Understanding, however, that it was improper to share

competitively sensitive pricing information with a competitor, and in an effort to conceal such
conduct, Rekenthaler first sent the Teva price increase list from his work e-mail account to a
personal e-mail account, then forwarded the list from his personal e-mail account to CW-2's
personal e-mail account.

9.
1

I

Price Increases Slow I)ramatically After Government Investigations
Commence

18. As further

evidence that the price increases discussed above were not the result

of

normal market factors, the massive price spikes that were occurring in the industry in 2013 and
2014 slowed dramatically after the State of Connecticut commenced its antitrust investigation in
July 2014. This was not a coincidence. Generic drug manufacturers in the industry
the Defendants in this case

- understood

- including

that they were under scrutiny and did not want to draw

further attention to themselves.

338

I

I19.

In January 2015. Sandoz couducted an analysis of the price increases iu the

generic drug indtrstry in 2013 and 2014, with an ear{y look toward 2015. hr its reporl, Sandoz
foturd

Specifically,

the report stated:

I120.

went on to state that
The

i

followirg ggaphic,

stigation:

339

ch was iucluded in the Sandoz

1121. The massive price spikes in the industry may have declined, but the already-high
prices for most of these drugs did not go down. To date, prices for many of these drugs remain
at

si

gnificantly infl ated, anti-competitive levels.

D.

Consciousness Of

Guitt

1122. The Defendants were

a\À/are that

their conduct was illegal. They all made

consistent efforts to avoid communicating with each other in writing, or to delete written

electronic communications after they were made. There are numerous examples, discussed
throughout this Complaint, where Teva employees indicated that they could not talk by e-mail,
but had additional information that they could only convey personally. This was part of a
consistent effort by these individuals, as well as individuals at other corporate Defendants, to

avoid putting incriminating information in writing, in order to evade detection.

1123. For example, when Defendant Kevin Green wanted to speak with
competitor, he would routinely send a text message to that competitor, saying

a

particular

onlyf

Again, this was done to avoid putting any potentially incriminating communications in writing.
Defendant Patel learned this technique from Defendant Green, shortly after starting at Teva, and
adopted a similar strategy for communicating with competitors.

1124. Defendant Armando Kellum of Sandoz was also aware that what he and others at
Sandoz were doing was

illegal. Kellum had received antitrust training, and knew that conspiring

with competitors to fix or raise prices, or to allocate customers or markets, was a violation of the
antitrust laws. Kellum would routinely admonish Sandoz employees for putting anything

incriminating into e-mails, and voiced concern that the conduct they were engaging in discovered

-

if

could result in significant liability. As a result of Kellum's admonishments, Sandoz

employees (including Kellum himself) routinely lied in e-mails about the sources of their

340

information to camouflage their conduct, claiming they learned the information from a customer
instead of a competitor.

ll25. Similarly, Defendant

Jill Nailor of Greenstone instructed her subordinates to

avoid putting any sensitive market intelligence in writing.

1.

Spoliation of Evidence

1126. Many of the individual Defendants, and others employees of the various corporate
Defendants, took active steps to delete their conspiratorial communications with competitors,
and destroy evidence of their illegal behavior.

ll27

.

For example, Defendant Nisha Patel produced text messages

States' subpoena

-

-

in response to the

going back as far as early 2014. Prior to producing those text messages,

however, Patel had deleted all of her text communications with competitors from the same time

period, including many text messages with individual Defendants Aprahamian, Brown,
Cavanaugh, Grauso, Green, Nailor, Rekenthaler and Sullivan; and many other text messages

with employees of corporate Defendants Dr. Reddy's, Glenmark (including CW-5), Greenstone
(including R.H.), Par, Sandoz, Upsher-Smith and Zydus.

1128. Patel deleted these text

messages after a conversation with Defendant Rekenthaler

in early 2015, when Rekenthaler warned Patel to be careful about communicating with
competitors. Rekenthaler was aware of the government investigations that had been
commenced, and told Patel that the government was showing up on people's doorsteps.
Sometime after that, Patel deleted her text messages with competitors.

1129. Defendant Apotex also destroyed an entire custodial file for one of its key
employees (8.H., a senior sales executive), after the States requested it through an investigatory
subpoena in July 2017. As discussed above, B.H. was involved in coordinating two signifrcant

341

price increases with Defendant Patel of Tevain2013, which resulted in Apotex soaring in the

quality competitor rankings. After the States' subpoena was issued, Defendant Apotex destroyed
B.H.'s custodial file

2.

-

and did not inform the States that it had done so for over a year.

Obstruction of Justice

1130. Many of the Defendants have been coordinating consistently to obstruct the
ongoing government investigations and to limit any potential response. This coordination goes
back at least as far as October 2014, when Congress first started investigating price increases in
the generic drug industry.
1

l3l.

For example, in early October 2014,Heritage received a letter from

Representative Cummings and Senator Sanders as part of their inquiry into generic drug pricing.
Heritage's outside counsel immediately set out to coordinate a response with counsel for
Defendants Teva and Mylan, to provide what he referred to

as

letters to Congress:

1132. The coordination did not stop there. When the federal government executed a
search warrant against Defendant Patel at her home on June 21,2017 , she immediately called

Defendant Rekenthaler (from another phone because her phone had been seized) even though
Rekenthaler was no longer employed at Teva and was by that point the Vice President of Sales at
Defendant Apotex. Rekenthaler then immediately called Defendant Cavanaugh and C.8.,
another senior Teva executive. Rekenthaler spoke several times to Defendant Cavanaugh before
342

then calling his own attorney and speaking

twice. Later that day, Patel called Rekenthaler two

more times to coordinate her response to the government.

1133. Other Defendants took similar action in response to events in the States'
investigation. Several were speaking frequently at or around the time a subpoena was issued, or
when the States were engaging in substantive discussions with their counsel. As just one
example, on July 17,2018 the States sent a subpoena to Defendant Grauso, through his counsel.

That same day, Grauso spoke to Defendant Aprahamian for more than twelve (12) minutes. The
States then set up a conference call with Defendant Grauso's counsel for July

before that call

- July 24,2018 - Defendant

25,2018. The day

Aprahamian spoke to his lawyer, and then shortly

thereafter called Defendant Grauso. The next day, shortly after a conversation between the
States and counsel for Defendant Grauso, Defendants Aprahamian and Grauso spoke again, this

time for nearly seven (7) minutes.

V.

TRADEAND COMMERCE
1134. At all times relevant to this Complaint, the activities of the Defendants in

manufacturing, selling and distributing generic pharmaceutical drugs, including but not limited
to those identified herein, among others, were in the regular, continuous and substantial flow of
interstate trade and commerce and have had and continue to have a substantial effect upon
interstate commerce. The Defendants' activities also had and continue to have a substantial

effect upon the trade and commerce within each of the Plaintiff States.

VI.

MARKET EFFECTS
I

1

35

.

The acts and practices of Defendants have had the purpose or effect, or the

tendency or capacity, of unreasonably restraining competition and injuring competition by

343

preventing competition for the numerous generic pharmaceutical drugs identified herein, and
have directly resulted in an increase in consumer prices for those drugs.
1

136. By unreasonably and illegally restraining competition for the generic

pharmaceutical drugs identified herein, Defendants have deprived the Plaintiff States and their
consumers of the benefits of competition that the federal and state antitrust laws, consumer

protection laws and/or unfair competition statutes and related state laws are designed to promote,
preserve and protect.

1137. As

a direct and proximate result

of the unlawful conduct alleged above, Plaintiff

States and consumers were not and are not able to purchase, or pay reimbursements for
purchases of the various generic pharmaceutical drugs identified herein at prices determined by a

market unhindered by the impact of Defendants' anticompetitive behavior. Instead, they have
been and continue to be forced to pay

artificially high prices. Consequently, they have suffered

substantial injury in their business and property in that, inter alia, they have paid more and
continue to pay more for the various generic pharmaceutical drugs identified herein than they

would have paid in an otherwise competitive market.

I138. As a direct and proximate

cause of the unlawful conduct alleged above, the

general economies of the Plaintiff States have sustained injury and the Plaintiff States are
threatened with continuing injury to their business and property unless Defendants are enjoined

from continuing their unlawful conduct.

1139. Plaintiff States do not have an adequate remedy at law.
1140. All conditions precedent necessary to the filing of this action have been fulfilled,
waived or excused.

VII.

CAUSES OF ACTION

344

COIINT ONN,ßY AI,I, PI,AINTIF'F' STA
AGAINST DEFENDANT TEVA. AND
AGAINST AI,I, OTHN,R CORPORATIT T)
ANTS UNDER JOINT AIID SEVERAL
LIABILITN _ HORIZONTAL CONSPIRACY TO ALLOCATE MAR]<ETS AND FIX
PRICES FOR MULTIPLE GENERIC DRUGS IN VIOLATION OF
SECTION 1 OF THE SHERMAN ACT
1141. Plaintiff States repeat and re-allege every preceding allegation

as

if fully

set forth

herein.

1142. Defendant Teva entered into agreements with various competitors to allocate and
divide customers and markets for various generic drugs in accordance with the principles of fair
share discussed above, and to

fix

and raise prices, and rig bids, for numerous generic drugs. The

details regarding these anticompetitive agreements are discussed throughout this Complaint. The
generic drugs subject to these market allocation and price-fixing agreements include at least the

following:
Adapalene Gel

Amiloride HCLIHCT Z Tablets
Amoxicillin/Clavulanate Chewable Tablets
Amphetamine/Dextroamphetamine ER (aka Mixed Amphetamine Salts)
Amphetamine/Dextroamphetamine IR
Azithromycin Oral Suspension
Azithromycin Suspension
Baclofen Tablets
Bethanechol Chloride Tablets
Budesonide DR Capsules
Budesonide Inhalation
Bumetanide Tablets
Buspirone Hydrochloride Tablets
Cabergoline
Capecitabine
Carbamazepine Chewable Tab lets
Carbamazepine Tablets
Cefdinir Capsules
Cefdinir Oral Suspension
Ceþrozil Tablets
Celecoxib
Cephalexin Suspension
Cimetidine Tablets
Ciprofl oxacin HCL Tablets
34s

Clarithromycin ER Tablets
Clemastine Fumarate Tablets
Clonidine TTS Patch
Clotrimazole Topical Solution
Cyproheptadine HCL Tablets
Desmopressin Acetate Tablets
DesogestrelÆthinyl Estradiol Tablets (Kariva)
Dexmethylphenidate HCL ER Capsules
Dextroamphetamine Sulfate ER
Diclofenac Potassium Tablets
Dicloxacillin Sodium Capsules
Diflunisal Tablets
Diltiazem HCL Tablets
Disopyramide Phosphate Capsules
Doxazosin Mesylate Tablets
Drospirenone and ethinyl estradiol (Ocella)
Enalapril Maleate Tablets
Entecavir
Epitol Tablets
Estazolam Tablets
Estradiol Tablets
Ethinyl estradiol and levonorgestrel (Portia and Jolessa)
Ethosuximide Capsules
Ethosuximide Oral Solution
Etodolac ER Tablets
Etodolac Tablets
Fenofibrate
Fluconazole Tablets
Fluocinonide Cream
Fluocinonide Emollient Cream
Fluocinonide Gel
Fluocinonide Ointment
Fluoxetine HCL Tablets
Flurbiprofen Tablets
Flutamide Capsules
Fluvastatin Sodium Capsules
Gabapentin Tablets
Glimepiride Tablets
Griseofulvin Suspension
Hydroxyurea Capsules
Hydroxyzine Pamoate Capsules
Irbesartan
Isoniazid
Ketoconazole Cream
Ketoconazole Tablets
Ketoprofen Capsules
346

Ketorolac Tromethamine Tablets
Labetalol HCL Tablets
Lamivudine/Zidovudine (generic Combivir)
Loperamide HCL Capsules
Medroxypro gesterone Tablets
Methotrexate Tablets
Mimvey (EstradiolÀ{orethindrone Acetate) Tablets
Moexipril HCL Tablets
Moexipri I HCLIHCT Z Tablets
Nabumetone Tablets
Nadolol Tablets
Niacin ER Tablets
Nitrofurantoin MAC Capsules
Norethindrone/ethinyl estradiol (Balziva)
Norethindrone Acetate
Nortriptyline Hydrochloride Capsules
Omega-3-Acid Ethyl Esters
Oxaprozin Tablets
Oxybutynin Chloride Tablets
Paricalcitol
Penicillin VK Tablets
Pentoxifylline Tablets
Piroxicam
Pravastatin Sodium Tablets
Prazosin HCL Capsules
Prochlorpe razine Tab lets
Propranolol HCL Tablets
Raloxifene HCL Tablets
Ranitidine HCL Tablets
Tamoxifen Citrate Tablets
Temozolomide
Tobramycin
Tolmetin Sodium Capsules
Tolterodine ER
Tolterodine Tartrate
Topiramate Sprinkle Capsules
Warfarin Sodium Tablets

1143. These agreements

are facially anticompetitive because they allocate customers for

the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Teva and its competitors, including each of the Defendants herein. These agreements

347

have eliminated any meaningful form of price competition in the market for numerous generic
drugs, including those identified herein.

1144. The conspiracies substantially affected and still affect interstate commerce.
1145. The agreements constitute unreasonable restraints of trade fhat
underSection

l

are

per se illegal

oftheShermanAct, l5 U.S.C. $ l. Noelaborateanalysisisrequiredto

demonstrate the anticompetitive character of these agreements.

1146. As

a direct and proximate result of these agreements,

Plaintiff States,

governmental entities and/or consumers have been injured in their business or property because

they have had to purchase or reimburse for numerous generic drugs, including those identif,red
herein, at supra-competitive prices, and Defendant Teva has enjoyed ill-gotten gains from the
sales ofthese generic drugs.

1147. These agreements were part of an overarching conspiracy among all of the
corporate Defendants named in this Complaint to unreasonably restrain trade in the generic

pharmaceutical industry, and to artificially fix, raise, stabilize and control the prices for generic
drugs, including those identified herein. As participants in the overarching conspiracy, the
corporate Defendants are jointly and severally liable for any harm caused as a result of the
conspiracy.

COUNT TWO IBY ALL PLAINTIF'F'ST
AGAINST DEFENDANT MYLAN. AND
AGAINST ALL OTHER CORPORATE DEFENDANTS UNDER JOINT AND SEVERAL
LIABILITY) _ HORIZONTAL CONSPIRACY TO ALLOCATE MARKETS AND FIX
PRICES FOR MULTIPLE GENERIC DRUGS IN VIOLATION OF
SECTION I OIi
SHERMAN ACT
1

148. Plaintiff

States repeat and re-allege every preceding allegation as

herein.

348

if fully set forth

1149. Defendant Mylan entered into agreements with Teva

and various other

competitors to allocate and divide customers and markets for various generic drugs in
accordance with the principles of fair share discussed above, and to

fix

and raise prices, and rig

bids, for numerous generic drugs. The details regarding these anticompetitive agreements are
discussed throughout this Complaint. The generic drugs subject to these market allocation and

price-fixing agreements include at least the following:
Amiloride HCLIHCT Z Tablets
Benazepril HCTZ
Budesonide DR Capsules
Buspirone Hydrochloride Tablets
Capecitabine
Cimetidine Tablets

Clomipramine HCL
Clonidine TTS Patch
Diclofenac Potassium Tablets
Diltiazem HCL Tablets
Doxazosin Mesylate Tablets
Enalapril Maleate Tablets
Estradiol Tablets
Fenofrbrate
Fluoxetine HCL Tablets
Flurbiprofen Tablets
Fluvastatin Sodium Capsules
Haloperidol
Ketoconazole Tablets
Ketoprofen Capsules
Ketorolac Tromethamine Tablets
Levothyroxine
Loperamide HCL Capsules
Methotrexate Tablets
NadololTablets
Nitrofurantoin MAC Capsules
Pentoxifylline Tablets
Prazosin HCL Capsules
Prochlorperazine Tablets
Propranolol HCL Tablets
Tamoxifen Citrate Tablets
Tizanidine
Tolmetin Sodium Capsules
349

Tolterodine ER
Trifluoperazine HCL
Valsartan HCTZ

I150.

These agreements are facially anticompetitive because they allocate customers for

the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Mylan and its competitors, including many of the corporate Defendants herein. These
agreements have eliminated any meaningful form of price competition in the market

for

numerous generic drugs, including those identified herein.
I

151. The conspiracies substantially affected

and

still affect interstate commerce.

1152. The agreements constitute unreasonable restraints of trade that are per se illegal

underSectionloftheShermanAct, 15U.S.C.$1. Noelaborateanalysisisrequiredto
demonstrate the anticompetitive character of these agreements.

1153. As

a direct and proximate result of these agreements,

Plaintiff States,

governmental entities and/or consumers have been injured in their business or property because

they have had to purchase or reimburse for numerous generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Mylan has enjoyed ill-gotten gains from the
sales ofthese generic drugs.

1154. These agreements were part of an overarching conspiracy among all of the
corporate Defendants named in this Complaint to unreasonably restrain trade in the generic

pharmaceutical industry, and to artificially fix, raise, stabilize and control the prices for generic
drugs, including those identified herein. As participants in the overarching conspiracy, the
corporate Defendants are jointly and severally liable for any harm caused as a result of the
conspiracy.

COUNT THREE IBY ALL PLAINTIF'F'ST ATES AGAINST DEFENDANT SANDOZ.
AND AGAINST ALL OTHBR CORPORATE DEFENDANTS UNDER JOINT AND
3s0

SEVERAL LIABII,ITY) - HORIZONTAI,
SPIRACY TO ALLOCATE MARKETS
AND F'IX PRICES F'OR MIII,TIPI,N, ENERIC DRUGS IN VIOLATION OF
SECTION 1 OF THE SHERMAN ACT
I

I5

5.

Plaintiff States repeat and re-allege every preceding allegation

as

if fully

set forth

herein.

1156. Defendant Sandoz entered into

agreements with Teva and various other

competitors to allocate and divide customers and markets for various generic drugs in
accordance with the principles of fair share discussed above, and to

fix

and raise prices, and rig

bids, for numerous generic drugs. The details regarding these anticompetitive agreements are
discussed throughout this Complaint. The generic drugs subject to these market allocation and

price-fixing agreements include at least the following:
Amoxici I lin I Clav ulanate Chewable Tablets
Benazepril HCTZ
Bumetanide Tablets
Cefdinir Capsules
Cefdinir Oral Suspension
Ceþrozil Tablets
Clemastine Fumarate Tablets
Clomipramine HCL
Dexmethylphenidate HCL ER Capsules
Diclofenac Potassium Tablets
Dicloxacillin Sodium Capsules
Ethinyl estradiol and levonorgestrel (Portia and Jolessa)
Etodolac Tablets
Fluocinonide Emollient Cream
Fluocinonide Gel
Haloperidol
Isoniazid
Hydroxyzine Pamoate Capsules
Ketoconazole Cream
Labetalol HCL Tablets
Levothyroxine
Nabumetone Tablets
Nadolol Tablets
Penicillin VK Tablets
Prochlorperazine Tablets
Ranitidine HCL Tablets
351

Temozolomide
Tizanidine
Tobramycin
Trifluoperazine HCL
Valsartan HCTZ

1157. These agreements are facially anticompetitive because they allocate customers for
the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Sandoz and its competitors, including many of the corporate Defendants herein.
These agreements have eliminated any meaningful form of price competition in the market for

numerous generic drugs, including those identified herein.

1158. The conspiracies substantially affected and still affect interstate commerce.
1159. The agreements constitute unreasonable restraints of trade that
under Section 1 of the Sherman Act,

l5 U.S.C. $ 1. No elaborate analysis

are per se

illegal

is required to

demonstrate the anticompetitive character of these agreements.
1

160. As

a direct and proximate result of these agreements,

Plaintiff

States,

governmental entities and/or consumers have been injured in their business or property because
they have had to purchase or reimburse for numerous generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Sandoz has enjoyed ill-gotten gains from the
sales ofthese generic drugs.
11

61

.

These agreements were paft of an overarching conspiracy among all of the

corporate Defendants named in this Complaint to unreasonably restrain trade in the generic

pharmaceutical industry, and to artificially fix, raise, stabilize and control the prices for generic
drugs, including those identihed herein. As participants in the overarching conspiracy, the
corporate Defendants are

jointly

and severally liable for any harm caused as a result of the

conspiracy.

352

COUNT FOUR ßY ALL PLAINTIFF STATES AGAINST DEFENDANT ACTAVIS,
AND AGAINST AT, L OTHER CORPORATE DEF'ENDANTS UNDER JOINT AND
SEVERAL LIABILITN _ HORIZONTAL CONSPIRACY TO ALLOCATE MARKETS
AND FIX PRICES FOR MULTIPLE GENERIC DRUGS IN VIOLATION OF
SECTION 1 OF THE SHERMAN ACT
1162. Plaintiff States repeat and re-allege every preceding allegation

as

if fully

set forth

herein
I

163. Defendant Actavis entered into

agreements with Teva and various other

competitors to allocate and divide customers and markets for various generic drugs in
accordance with the principles of fair share discussed above, and to hx and raise prices, and rig
bids, for numerous generic drugs. The details regarding these anticompetitive agreements are
discussed throughout this Complaint. The generic drugs subject to these market allocation and

price-fixing agreements include at least the following:
Amphetamine/Dextroamphetamine ER (aka Mixed Amphetamine Salts)
Amphetamine/Dextroamphetamine IR
Budesonide Inhalation
Buspirone Hydrochloride Tablets
Celecoxib
Ciprofl oxacin HCL Tablets
Clarithromycin ER Tablets
Clonidine TTS Patch
Desmopressin Acetate Tablets
Dextroamphetamine Sulfate ER
Disopyramide Phosphate Capsules
Drospirenone and ethinyl estradiol (Ocella)
Estazolam Tablets
Estradiol Tablets
Flutamide Capsules
Griseofulvin Suspension
Hydroxyzine Pamoate Capsules
Nabumetone Tablets
Nortriptyline Hydrochloride Capsules
Propranolol HCL Tablets
Tamoxifen Citrate Tablets
Topiramate Sprinkle Capsules

353

1164. These agreements are facially anticompetitive because they allocate customers for
the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Actavis and its competitors, including many of the corporate Defendants herein.
These agreements have eliminated any meaningful form of price competition in the market for

numerous generic drugs, including those identified herein.

1165. The conspiracies substantially affected and still affect interstate commerce.
1166. The agreements constitute unreasonable restraints of trade
under Section 1 of the Sherman Act, 15 U.S.C. $

l.

thaL are per se illegal

No elaborate analysis is required to

demonstrate the anticompetitive character of these agreements.
l167

.

As a direct and proximate result of these agreements, Plaintiff States,

governmental entities and/or consumers have been injured in their business or property because

they have had to purchase or reimburse for numerous generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Actavis has enjoyed ill-gotten gains from the
sales ofthese generic drugs.

1168. These agreements were part of an overarching conspiracy among all of the
corporate Defendants named in this Complaint to unreasonably restrain trade in the generic
pharmaceutical industry, and to artificially fix, raise, stabilize and control the prices for generic
drugs, including those identified herein. As participants in the overarching conspiracy, the
corporate Defendants are

jointly

and severally liable for any harm caused as a result of the

conspiracy.

COUNT FIVE (BY ALL PLAINTIFF STATES AGAINST DEFENDANT TARO. AND
AGAINST ALL OTHER CORPORATE DEFENDANTS UNDER JOINT AND SEVERAL
LIABILITY) _ HORIZONTAL CONSPIRACY TO ALLOCATE MARKETS AND FIX
PRICES FOR MULTIPLE GENERIC DRUGS IN VIOLATION OF
SECTION 1 OF THE SHERMAN ACT

354

I

169. Plaintiff States repeat and re-allege every preceding allegation

as

if fully

set forth

herein

1170. Defendant Taro entered into agreements with Teva and various other competitors
to allocate and divide customers and markets for various generic drugs in accordance with the
principles of fair share discussed above, and to fix and raise prices, and rig bids, for numerous
generic drugs. The details regarding these anticompetitive agreements are discussed throughout

this Complaint. The generic drugs subject to these market allocation and price-fixing agreements
include at least the following
Adapalene Gel
C arbamazepine Chewable Tab lets

Carbamazepine Tablets

Clomipramine HCL
C lotrimazole Topical Solution
Enalapril Maleate Tablets
Epitol Tablets
Etodolac ER Tablets
Etodolac Tablets
Fluocinonide Cream
Fluocinonide Emollient Cream
Fluocinonide Gel
Fluocinonide Ointment
Ketoconazole Cream
Ketoconazole Tablets
Nortriptyline Hydrochloride Capsules
Warfarin Sodium Tablets

1171. These agreements are facially anticompetitive because they allocate customers for
the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Taro and its competitors, including many of the corporate Defendants herein. These
agreements have eliminated any meaningful form of price competition in the market for
numerous generic drugs, including those identified herein.

1172. The conspiracies substantially affected and still affect interstate commerce.
355

1173. The agreements constitute unreasonable restraints of trade lhat
under Section 1 of the Sherman Act,

l5 U.S.C. $ l. No elaborate

arc

per se illegal

analysis is required to

demonstrate the anticompetitive character of these agreements.

1174. As

a direct and proximate result of these agreements,

Plaintiff

States,

governmental entities and/or consumers have been injured in their business or property because
they have had to purchase or reimburse for numerous generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Taro has enjoyed ill-gotten gains from the
sales ofthese generic drugs.

1175. These agreements were part of an overarching conspiracy among all of the
corporate Defendants named in this Complaint to unreasonably restrain trade in the generic
pharmaceutical industry, and to artificially fix, raise, stabilize and control the prices for generic
drugs, including those identified herein. As participants in the overarching conspiracy, the
corporate Defendants are jointly and severally liable for any harm caused as a result of the
conspiracy.

COUNT SIX ßY ALL PLAINTIFF STATES AGAINST DEFENDANT GLENMARK.
AND AGAINST ALL OTHER CORPORATE DEFENDANTS UNDER JOINT AND
SEVERAL LIABILITN _ HORIZONTAL CONSPIRACY TO ALLOCATE MARKETS
AND FIX PRICES FOR MULTIPLE G ENE,RIC DRI]GS IN VIOLATION OF'
SECTION 1 OF THE SHERMAN ACT
1176. PlaintiffStates repeat and re-allege every preceding allegation

as

iffully

set

forth

herein.

1177. Defendant Glenmark entered into agreements with Teva and various other
competitors to allocate and divide customers and markets for various generic drugs in
accordance with the principles of fair share discussed above, and to

fix

and raise prices, and rig

bids, for numerous generic drugs. The details regarding these anticompetitive agreements are

3s6

discussed throughout this Complaint. The generic drugs subject to these market allocation and

price-fixing agreements include at least the following:
Adapalene Gel
Deso gestrel/Ethinyl Estradio I Tablets (Kariva)

Fluconazole Tablets
Gabapentin Tablets
Moexipril HCL Tablets
Moexipril HCLIÉICT Z Tablets
Nabumetone Tablets
Norethindrone Acetate
Pravastatin Sodium Tablets
Ranitidine HCL Tablets

1178. These agreements are facially anticompetitive because they allocate customers for
the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Glenmark and its competitors, including many of the corporate Defendants herein.
These agreements have eliminated any meaningful form of price competition in the market for
numerous generic drugs, including those identified herein.

1179. The conspiracies substantially affected and still affect interstate commerce.
I

180. The agreements

constitute unreasonable restraints of trade that

are

per se illegal

under Section 1 of the Sherman Act, 15 U.S.C. $ 1. No elaborate analysis is required to
demonstrate the anticompetitive character of these agreements.
1

181

.

As a direct and proximate result of these agreements, Plaintiff States,

governmental entities and/or consumers have been injured in their business or property because

they have had to purchase or reimburse for numerous generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Glenmark has enjoyed ill-gotten gains from
the sales ofthese generic drugs.
I

182. These agreements were paft of an overarching conspiracy among all of the

corporate Defendants named in this Complaint to unreasonably restrain trade in the generic
3s7

pharmaceutical industry, and to artificially

fix, raise, stabilize

and control the prices for generic

drugs, including those identified herein. As participants in the overarching conspiracy, the
corporate Defendants are jointly and severally liable for any harm caused as a result of the
conspiracy.

358

COUNT SEVEN ßY ALL PLAINTIFF STATES AGAINST DEFENDAIIT LUPIN, AND
AGAINST ALL OTHER CORPORATE DEFENDANTS UNDER JOINT AI{D SEVERAL
LIABILITY) - HORIZONTAL CONSPIRACY TO ALLOCATE MARKETS AND FIX
PRICES FOR MULTIPLE GENE RIC DRIIGS IN VIOI,ATION OF'
SECTION 1 OF THE SHERMAN ACT
I

183. Plaintiff

1

184. Defendant Lupin entered into

States repeat and re-allege every preceding allegation as

if fully

set forth

herein
agreements with Teva and various other

competitors to allocate and divide customers and markets for various generic drugs rn
accordance with the principles of fair share discussed above, and to

fix

and raise prices, and rig

bids, for numerous generic drugs. The details regarding these anticompetitive agreements are
discussed throughout this Complaint. The generic drugs subject to these market allocation and

price-frxing agreements include at least the following:
Cefdinir Capsules
Cefdinir Oral Suspension
Cefprozil Tablets
Cephalexin Suspension
Drospirenone and ethinyl estradiol (Ocella)
Fenofibrate
Irbesartan

Lamivudin e I Zidovudine (generic Combiv ir)
Niacin ER Tablets
Norethindrone/ethinyl estradiol (Balziva)
Pravastatin Sodium Tablets
1

185. These agreements are facially anticompetitive

because they allocate customers for

the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Lupin and its competitors, including many of the corporate Defendants herein. These
agreements have eliminated any meaningful form of price competition in the market for
numerous generic drugs, including those identified herein.

1186. The conspiracies substantially affected and still affect interstate commerce.

359

1187. The

agreements constitute unreasonable restraints of trade that arc per se illegal

under Section 1 of the Sherman Act,

l5 U.S.C. $ 1. No elaborate analysis

is required to

demonstrate the anticompetitive character of these agreements.
I

188. As a direct

and proximate result of these agreements,

Plaintiff

States,

governmental entities andlor consumers have been injured in their business or property because
they have had to purchase or reimburse for numerous generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Lupin has enjoyed ill-gotten gains from the
sales ofthese generic drugs.
1

189. These agreements were part of an overarching conspiracy among all of the

corporate Defendants named in this Complaint to unreasonably restrain trade in the generic

pharmaceutical industry, and to artificially f,tx, raise, stabilize and control the prices for generic
drugs, including those identified herein. As participants in the overarching conspiracy, the
corporate Defendants are jointly and severally liable for any harm caused as a result of the
conspiracy.

COUNT EIGHT IBY ALL PLAINTIFF STATES AGAINST DEFENDANT AMNEAL.
L OTHER CORPORATE
SEVERAL LIABILITY) _ HORIZONTAL CONSPIRACY TO ALLOCATE MARKETS
AND FIX PRICES FOR MULTIPLE GENERIC DRUGS IN VIOLATION OF
SECTION 1 OF THE SHERMAN ACT
1

190. Plaintiff

I

191.

States repeat and re-allege every preceding allegation as

if fully

set forth

herein.
Defendant Amneal entered into agreements with Teva and various other

competitors to allocate and divide customers and markets for various generic drugs in
accordance with the principles of fair share discussed above, and to

fix and raise prices,

and rig

bids, for certain generic drugs. The details regarding these anticompetitive agreements are

360

discussed throughout this Complaint. The generic drugs subject to these market allocation and

price-fixing agreements include at least the following:
Bethanechol Chloride Tablets
Norethindrone Acetate
Ranitidine HCL Tablets

1192. These agreements are facially anticompetitive because they allocate customers for
the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Amneal and its competitors, including many of the corporate Defendants herein.
These agreements have eliminated any meaningful form of price competition in the market for

certain generic drugs, including those identified herein.

1193. The conspiracies substantially affected and still affect interstate commerce.
1194. The agreements constitute unreasonable restraints of trade that

are

per se illegal

under Section 1 of the Sherman Act, 15 U.S.C. $ 1. No elaborate analysis is required to
demonstrate the anticompetitive character of these agreements.
I 1 95

.

As a direct and proximate result of these agreements, Plaintiff States,

governmental entities and/or consumers have been injured in their business or property because
they have had to purchase or reimburse for certain generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Amneal has enjoyed ill-gotten gains from the
sales ofthese generic drugs.

1196.

These agreements were paft of an overarching conspiracy among all of the

corporate Defendants named in this Complaint to unreasonably restrain trade in the generic

pharmaceutical industry, and to artificially f,rx, raise, stabilize and control the prices for generic
drugs, including those identified herein. As participants in the overarching conspiracy, the

36t

corporate Defendants are jointly and severally liable for any harm caused as a result of the
consplracy

COUNT NINE (BY ALL PLAINTIFF STATES AGAINST DEFENDAIIT APOTEX. AND
AGAINST ALL OTHER CORPORATE DEFENDAIITS UNDER JOINT AND SEVERAL
LIABILITN _ HORIZONTAL CONSPIRACY TO ALLOCATE MARKETS AND FIX
PRICES FOR MULTIPLE GENERIC DRUGS IN VIOLATION OF
SECTION 1 OF THE SHERMAN ACT
1197. Plaintiff States repeat and re-allege every preceding allegation as if fully set forth
herein.

I198.

Defendant Apotex entered into agreements with Teva and various other

competitors to allocate and divide customers and markets for various generic drugs in
accordance with the principles of fair share discussed above, and to

fix

and raise prices, and rig

bids, for certain generic drugs. The details regarding these anticompetitive agreements are
discussed throughout this Complaint. The generic drugs subject to these market allocation and

price-fixing agreements include at least the following:
Carbamazepine Tablets
Doxazosin Mesylate Tablets
Epitol Tablets
Pentoxifyl I ine Tablets
Pravastatin Sodium Tablets

1199. These agreements are facially anticompetitive because they allocate customers for
the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Apotex and its competitors, including many of the corporate Defendants herein.
These agreements have eliminated any meaningful form of price competition in the market for

certain generic drugs, including those identified herein.

1200. The conspiracies substantially affected and still affect interstate commerce.

362

1201. The agreements constitute unreasonable restraints of trade that
under Section

I of the Sherman Act,

are

per se illegal

15 U.S.C. $ 1. No elaborate analysis is required to

demonstrate the anticompetitive character of these agreements.

1202. As

a direct and proximate result of these agreements,

Plaintiff

States,

governmental entities andlor consumers have been injured in their business or property because

they have had to purchase or reimburse for certain generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Apotex has enjoyed ill-gotten gains from the
sales ofthese generic drugs.

1203. These agreements were part of an overarching conspiracy among all of the
corporate Defendants named in this Complaint to unreasonably restrain trade in the generic

pharmaceutical industry, and to artificially fix, raise, stabilize and control the prices for generic
drugs, including those identif,red herein. As participants in the overarching conspiracy, the
corporate Defendants are

jointly and severally liable for any harm

caused as a result of the

conspiracy.

COUNT TEN (BY ALL PLAINTIFF SLATES AGAINST DEFENDANT AUROBINDO,
AND AGAINST ALL OTHER CORPORATE DEFENDANTS UNDER JOINT AND
SEVERAL LIABILITN _ HORIZONTAL CONSPIRACY TO ALLOCATE MARKETS
AND FIX PRICES FOR MULTIPLE GENERIC DRUGS IN VIOLATION OF
SECTION 1 OF THE SHERMAN ACT

1204. Plaintiff

States repeat and re-allege every preceding allegation as

if fully

set forth

herein.

1205. Defendant Aurobindo entered into agreements with Teva and various other
competitors to allocate and divide customers and markets for various generic drugs in
accordance with the principles of fair share discussed above, and to

fix

and raise prices, and rig

bids, for certain generic drugs. The details regarding these anticompetitive agreements are

363

discussed throughout this Complaint. The generic drugs subject to these market allocation and

price-fixing agreements include at least the following
Amphetamine/Dextroamphetamine IR
Lamivudine I Zidov udine (generic Combivir)
Penicillin VK Tablets

1206. These agreements are facially anticompetitive because they allocate customers for
the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Aurobindo and its competitors, including many of the corporate Defendants herein.
These agreements have eliminated any meaningful form of price competition in the market for

certain generic drugs, including those identified herein.

1207. The conspiracies substantially affected and still affect interstate commerce.
1208. The agreements constitute unreasonable restraints of trade thatare per se illegal
under Section

I of the Sherman Act,

15 U.S.C. $

l. No elaborate analysis is required to

demonstrate the anticompetitive character of these agreements.

1209. As

a direct and proximate result of these agreements,

Plaintiff

States,

governmental entities andlor consumers have been injured in their business or property because

they have had to purchase or reimburse for ceftain generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Aurobindo has enjoyed ill-gotten gains from
the sales ofthese generic drugs.

1210. These agreements were part of an overarching conspiracy among all of the
corporate Defendants named in this Complaint to unreasonably restrain trade in the generic
pharmaceutical industry, and to artificially fix, raise, stabilize and control the prices for generic
drugs, including those identified herein. As participants in the overarching conspiracy, the

364

corporate Defendants are

jointly

and severally liable for any harm caused as a result of the

consplracy

COUNT ELEVEN (BY ALL PLAINTIFF STATES AGAINST DEFENDANT
BRECKENRIDGE. AND AGAINST ALL OTHER CORPORATE DEFENDANTS

VIOLATION OF SECTION

l2ll.

1 OF

THE SHERMAN ACT

Plaintiff States repeat and re-allege every preceding allegation

as

if fully

set forth

herein.

1212. Defendant Breckenridge entered into agreements with Teva and various other
competitors to allocate and divide customers and markets for various generic drugs in
accordance with the principles of fair share discussed above, and to

fix

and raise prices, and rig

bids, for certain generic drugs. The details regarding these anticompetitive agreements are
discussed throughout this Complaint. The generic drugs subject to these market allocation and

price-fixing agreements include at least the following:
Cyproheptadine HCL Tablets
Mimvey (EstradiolÀtrorethindrone Acetate) Tablets

1213.

These agreements are facially anticompetitive because they allocate customers for

the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Breckenridge and its competitors, including many of the corporate Defendants herein.
These agreements have eliminated any meaningful form of price competition in the market

for

certain generic drugs, including those identified herein.

1214. The conspiracies substantially affected and still affect interstate commerce.
1215. The agreements constitute unreasonable restraints of trade that
under Section

I of the Sherman Act,

15 U.S.C. $

arc per se illegal

l. No elaborate analysis is required to

demonstrate the anticompetitive character of these agreements.
365

1216. As

a direct and proximate result of these agreements,

Plaintiff States,

governmental entities and/or consumers have been injured in their business or property because
they have had to purchase or reimburse for certain generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Breckenridge has enjoyed ill-gotten gains

from the sales ofthese generic drugs.

l2l7

.

These agreements were part of an overarching conspiracy among all of the

corporate Defendants named in this Complaint to unreasonably restrain trade in the generic
pharmaceutical industry, and to artif,rcially

fix, raise, stabilize and control the prices for generic

drugs, including those identified herein. As participants in the overarching conspiracy, the
corporate Defendants are jointly and severally liable for any harm caused as a result of the
conspiracy.

COUNT TWELVE IBY ALL PLAINTIFF STATES AGAINST DEFENDANT
DR. REDDYIS^ ANI) AGAINST ALL OTHER CORPORATE I)
ANTS UNDER
_ HORIZONTAL CONSPIRACY TO ALLOCATE
JOINT AND SEVERAL LIABILITY)
MARKETS AND FIX PRICES FOR MULTIPLE GENERIC DRUGS IN VIOLATION
OF SECTION 1 OF THE SHERMAN ACT

1218. Plaintiff

States repeat and re-allege every preceding allegation as

if fully

set forth

herein.

1219. Defendant Dr. Reddy's entered into agreements with Teva and various other
competitors to allocate and divide customers and markets for various generic drugs in
accordance with the principles of fair share discussed above, and to

fix

and raise prices, and rig

bids, for certain generic drugs. The details regarding these anticompetitive agreements are
discussed throughout this Complaint. The generic drugs subject to these market allocation and

price-fixing agreements include at least the following:
Ciprofl oxacin HCL Tablets
Glimepiride Tablets
366

Oxaprozin Tablets
Paricalcitol
Tizanidine

1220.

These agreements are facially anticompetitive because they allocate customers for

the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Dr. Reddy's and its competitors, including many of the corporate Defendants herein.
These agreements have eliminated any meaningful form of price competition in the market

for

certain generic drugs, including those identified herein.

1221. The conspiracies substantially affected
1222. The
under Section

and

still affect interstate commerce.

agreements constitute unreasonable restraints of trade that are per se illegal

I of the Sherman Act,

15 U.S.C. $ 1. No elaborate analysis is required to

demonstrate the anticompetitive character of these agreements.

1223. As

a direct and proximate result of these agreements,

Plaintiff

States,

governmental entities andlor consumers have been injured in their business or property because

they have had to purchase or reimburse for certain generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Dr. Reddy's has enjoyed ill-gotten gains from
the sales ofthese generic drugs.

1224. These agreements were part of an overarching conspiracy among all of the
corporate Defendants named in this Complaint to unreasonably restrain trade in the generic

pharmaceutical industry, and to artificially fix, raise, stabilize and control the prices for generic
drugs, including those identified herein. As participants in the overarching conspiracy, the
corporate Defendants are jointly and severally liable for any harm caused as a result of the
conspiracy.

367

COUNT THIRTEEN (BY ALL PLAINTIFF STATES AGAINST DEFENDANTS PFIZER
AND GREENSTONE. AND AGAINST ALL OTHER CORPORATE DEFENDANTS
UNDER JOINT AND SEVERAL LIABILITN _ HORIZONTAL CONSPIRACY TO
ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC DRUGS
1 OF'THE SHERMAN ACT
IN VIOLATION OF SECTI

if fully

set forth

1225. Plaintiff States repeat and re-allege every preceding allegation

as

1226. Defendant Pfrzer, acting through its wholly-owned subsidiary

and alter ego,

herein

Defendant Greenstone, entered into agreements with Teva and various other competitors to
allocate and divide customers and markets for various generic drugs in accordance with the

principles of fair share discussed above, and to fix and raise prices, and rig bids, for numerous
generic drugs. The details regarding these anticompetitive agreements are discussed throughout

this Complaint. The generic drugs subject to these market allocation and price-fixing agreements
include at least the following:

Azithromycin Oral Suspension
Azithromycin Suspension
Cabergoline
Fluconazole Tablets
Medroxypro gesterone Tablets
Oxaprozin Tablets
Penicillin VK Tablets

Piroxicam
Tolterodine Tartraie

1227. These agreements are facially anticompetitive because they allocate customers for
the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendants Pftzer and Greenstone and their competitors, including many of the corporate
Defendants herein. These agreements have eliminated any meaningful form of price competition
in the market for numerous generic drugs, including those identified herein.

1228. The conspiracies substantially affected and still affect interstate commerce.
368

1229. The agreements constitute unreasonable restraints of trade that arc per se illegal
under Section

I of the Sherman Act,

15 U.S.C. $ 1. No elaborate analysis is required to

demonstrate the anticompetitive character of these agreements.

1230. As

a direct and proximate result of these agreements,

Plaintiff

States,

governmental entities and/or consumers have been injured in their business or property because

they have had to purchase or reimburse for numerous generic drugs, including those identified
herein, at supra-competitive prices, and Defendants Pfizer and Greenstone have enjoyed

ill-

gotten gains from the sales ofthese generic drugs.

1231. These agreements were part of an overarching conspiracy among all of the
corporate Defendants named in this Complaint to unreasonably restrain trade in the generic

pharmaceutical industry, and to artificially f,rx, raise, stabilize and control the prices for generic
drugs, including those identified herein. As participants in the overarching conspiracy, the
corporate Defendants are jointly and severally liable for any harm caused as a result of the
conspiracy.

COUNT FOURTEEN ßY ALL PLAINTIFF STATES AGAINST DEFENDANT
I,ANNF],TT. AND AGAINST AI,I, OTHE CORPORATE DEFENDANTS UNDER
JOINT AND SEVERAL LIABILITN - HORIZONTAL CONSPIRACY TO ALLOCATE
MARKETS AND F'IX PRICES F'OR MUL
GENERIC DRUGS IN VIOLATION
OF SECTION 1 OF THE SHERMAN ACT
1232. Plaintiff States repeat and re-allege every preceding allegation

as

if fully

set forth

herein.

1233. Defendant Lannett entered into agreements with Teva and various other
competitors to allocate and divide customers and markets for various generic drugs in
accordance with the principles of fair share discussed above, and to

fix

and raise prices, and rig

bids, for certain generic drugs. The details regarding these anticompetitive agreements are

369

discussed throughout this Complaint. The generic drugs subject to these market allocation and

price-fixing agreements include at least the following:
Baclofen Tablets
Levothyroxine

1234. These agreements are facially anticompetitive because they allocate customers for
the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Lannett and its competitors, including many of the corporate Defendants herein.
These agreements have eliminated any meaningful form of price competition in the market for

certain generic drugs, including those identified herein.

1235. The conspiracies substantially affected and still affect interstate commerce.
1236. The agreements constitute unreasonable restraints of trade that

are

per se illegal

under Section 1 of the Sherman Act, 15 U.S.C. $ 1. No elaborate analysis is required to
demonstrate the anticompetitive character of these agreements.
1237

.

As a direct and proximate result of these agreements, Plaintiff States,

governmental entities and/or consumers have been injured in their business or property because

they have had to purchase or reimburse for certain generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Lannett has enjoyed ill-gotten gains from the
sales ofthese generic drugs.

1238. These agreements were paft of an overarching conspiracy among all of the
corporate Defendants named in this Complaint to unreasonably restrain trade in the generic

pharmaceutical industry, and to artificially frx, raise, stabilize and control the prices for generic
drugs, including those identified herein. As participants in the overarching conspiracy, the
corporate Defendants are jointly and severally liable for any harm caused as a result of the
conspiracy.
370

COUNT FIFTEEN (BY ALL PLAINTIFF STATES AGAINST DEFENDANT PAR. AND
AGAINST ALL OTHER CORPORATE DEFENDANTS UNDER JOINT AND SEVERAL
LIABILITY) _ HORIZONTAL CONSPIRACY TO ALLOCATE MARI(ETS AND FIX
PRICITS F'OR MIII,TIPI,E GE,
C DRUGS IN VIOLATION OF
SECTION 1 OF THE SHERMAN ACT
1239. Plaintiff States repeat and re-allege every preceding allegation

as

if fully

set forth

herein.

1240. Defendant Par entered into agreements with Teva and various other competitors
to allocate and divide customers and markets for various generic drugs in accordance with the
principles of fair share discussed above, and to fix and raise prices, and rig bids, for certain
generic drugs. The details regarding these anticompetitive agreements are discussed throughout

this Complaint. The generic drugs subject to these market allocation and price-f,rxing agreements
include at least the following:
Budesonide DR Capsules

Entecavir
Fluoxetine HCL Tablets
Flutamide Capsules
Hydroxyurea Capsules
Labetalol HCL Tablets
Omega-3 -Acid Ethyl Esters

1241.

These agreements are facially anticompetitive because they allocate customers for

the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Par and its competitors, including many of the corporate Defendants herein. These
agreements have eliminated any meaningful form of price competition in the market for certain

generic drugs, including those identified herein.

1242. The conspiracies substantially affected

371

and

still affect interstate commerce.

1243. The agreements constitute unreasonable restraints of trade that
under Section

I of the Sherman Act,

are

per se illegal

15 U.S.C. $ 1. No elaborate analysis is required to

demonstrate the anticompetitive character of these agreements.

1244. As

a direct and proximate result of these agreements,

Plaintiff

States,

governmental entities and/or consumers have been injured in their business or property because
they have had to purchase or reimburse for certain generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Par has enjoyed ill-gotten gains from the sales

ofthese generic drugs.

1245. These agreements were part of an overarching conspiracy among all of the
corporate Defendants named in this Complaint to unreasonably restrain trade in the generic

pharmaceutical industry, and to artificially fix, raise, stabilize and control the prices for generic
drugs, including those identified herein. As participants in the overarching conspiracy, the
coqporate Defendants are jointly and severally liable for any harm caused as a result of the

conspiracy.

COUNT SIXTEEN ßY ALL PLAINTIFF STATES AGAINST DEFENDANT
UPSHER-SMITH, AND AGAINST ALL OTHER CORPORATE DEFENDANTS UNDER
JOINT AND SEVERAL LIABILITY) - HORIZONTAL CONSPIRACY TO ALLOCATE
MARKETS AND FIX PRICES FOR MULTIPLE GENERIC DRUGS
IN VIOLATION OF SECTION 1 OF THE SHERMAN ACT

1246. Plaintiff

States repeat and re-allege every preceding allegation as

if fully

set forth

herein.

1247. Defendant Upsher-Smith entered into agreements with Teva and various other
competitors to allocate and divide customers and markets for various generic drugs in
accordance with the principles of fair share discussed above, and to

fix

and raise prices, and rig

bids, for certain generic drugs. The details regarding these anticompetitive agreements are

372

discussed throughout this Complaint. The generic drugs subject to these market allocation and

price-fixing agreements include at least the following:
Baclofen Tablets
Oxybutynin Chloride Tablets

1248. These agreements are facially anticompetitive because they allocate customers for
the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Upsher-Smith and its competitors, including many of the corporate Defendants

herein. These agreements have eliminated any meaningful form of price competition in the
market for certain generic drugs, including those identified herein.

1249. The conspiracies substantially affected and still affect interstate commerce.
1250. The agreements constitute unreasonable restraints of trade that

are per se

illegal

under Section 1 of the Sherman Act, 15 U.S.C. $ 1. No elaborate analysis is required to
demonstrate the anticompetitive character of these agreements.

1251. As

a direct and proximate result of these agreements,

Plaintiff States,

governmental entities and/or consumers have been injured in their business or property because

they have had to purchase or reimburse for certain generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Upsher-Smith has enjoyed ill-gotten gains

from the sales ofthese generic drugs.

1252. These agreements were part of an overarching conspiracy among all of the
corporate Defendants named in this Complaint to unreasonably restrain trade in the generic

pharmaceutical industry, and to artificially fix, raise, stabilize and control the prices for generic
drugs, including those identified herein. As participants in the overarching conspiracy, the
corporate Defendants are

jointly

and severally liable for any harm caused as a result of the

conspiracy.
^ãa
Jt-t

COUNT SEVENTEEN ßY ALL PLAINTIFF STATES AGAINST DEFENDANT
WOCKHARDT. AND AGAINST ALL OTHER CORPORATE DEFENDA¡ITS UNDER
JOINT AND SEVERAL LIABILITN _ HORIZONTAL CONSPIRACY TO ALLOCATE
MARKETS AND FIX PRICES FOR ENALAPRIL MALEATE TABLETS IN
VIOLATION OF SECTION 1 OF THE SHERMAN ACT

1253. Plaintiff States repeat

and re-allege every preceding allegation as

if fully

set

forth

herein.

1254. Defendant Wockhardt entered into agreements with Teva and various other
competitors to allocate and divide customers within the market for the generic drug Enalapril
Maleate Tablets in accordance with the principles of fair share discussed above, and to

fix

and

raise prices, and rig bids, for that drug on multiple occasions. The details regarding these

anticompetitive agreements are discussed throughout this Complaint.

1255.

These agreements are facially anticompetitive because they allocate customers for

the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Wockhardt and its competitors, including many of the corporate Defendants herein.
These agreements have eliminated any meaningful form of price competition in the market for

Enalapril Maleate Tablets.

1256. The conspiracies substantially affected

and

still affect interstate commerce.

1257. The agreements constitute unreasonable restraints of trade that

are per se

illegal

under Section 1 of the Sherman Act, 15 U.S.C. $ 1. No elaborate analysis is required to
demonstrate the anticompetitive character of these agreements.

1258. As

a direct and proximate result of these agreements,

Plaintiff

States,

governmental entities andlor consumers have been injured in their business or property because

they have had to purchase or reimburse for Enalapril Maleate Tablets at supra-competitive
prices, and Defendant Wockhardt has enjoyed ill-gotten gains from the sales of that drug.

374

1259. These agreements were part of an overarching conspiracy among allof the
cotporate Defendants named in this Complaint to unreasonably restrain trade in the generic
pharmaceutical industry, and to artificially

fix, raise, stabilize

and control the prices

for generic

drugs, including those identified herein. As participants in the overarching conspiracy, the
corporate Defendants are jointly and severally liable for any harm caused as a result of the
conspiracy.

COUNT EIGHTEEN (BY ALL PLAINTIFF STATES AGAINST DEFENDANT ZYDUS.
AND AGAINST ALL OTHER CORPORATE DEFENDA}ITS UNDER JOINT AND
SEVERAL LIABILITN _ HORIZONTAL CONSPIRACY TO ALLOCATE MARIGTS
AND FIX PRICES FOR MULTIPLE GENERIC DRUGS IN VIOLATION OF
SECTION 1 OF THE SHERMAN ACT
1260. Plaintiff States repeat and re-allege every preceding allegation

as

if fully

set

forth

herein

1261. Defendant Zydus entered into agreements with Teva and various other
competitors to allocate and divide customers and markets for various generic drugs in
accordance with the principles of fair share discussed above, and to

fix

and raise prices, and rig

bids, for numerous generic drugs. The details regarding these anticompetitive agreements are
discussed throughout this Complaint. The generic drugs subject to these market allocation and

price-fixing agreements include at least the following:
Clarithromycin ER Tablets
Etodolac ER Tablets
Fenofibrate
Niacin ER Tablets
Paricalcitol
Pravastatin Sodium Tablets

Topiramate Sprinkle Capsules
Warfarin Sodium Tablets

1262. These agreements are facially anticompetitive because they allocate customers for
the marketing and sale of generic drugs, artificially raise prices, and limit competition between
375

Defendant Zydus and its competitors, including many of the corporate Defendants herein. These
agreements have eliminated any meaningful form of price competition in the market for

numerous generic drugs, including those identified herein.

1263. The conspiracies substantially affected
1264. The
under Section

and

still affect interstate commerce.

agreements constitute unreasonable restraints of trade that arc per se illegal

I of the Sherman Act,

15 U.S.C. $

l. No elaborate analysis is required to

demonstrate the anticompetitive character of these agreements.

1265. As a direct

and proximate result of these agreements,

Plaintiff

States,

governmental entities and/or consumers have been injured in their business or property because

they have had to purchase or reimburse for numerous generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Zydus has enjoyed ill-gotten gains from the
sales ofthese generic drugs.

1266. These agreements were part of

an overarching conspiracy among all of the

corporate Defendants named in this Complaint to unreasonably restrain trade in the generic

pharmaceutical industry, and to artificially fix, raise, stabilize and control the prices for generic
drugs, including those identified herein. As participants in the overarching conspiracy, the
corporate Defendants are jointly and severally liable for any harm caused as a result of the
conspiracy.

376

COUNT NINETEEN ßY CERTAIN PLAINTIFF STATES'O AGAINST DEFENDA¡IT
ARA APRAHAMIAII) _ HORIZONTAL CONSPIRACY TO ALLOCATE MART(ETS
AND FIX PRICES F'OR MI]I,TIPI,E ENERIC DRUGS IN VIOLATION OF'
SECTION 1 OF THE SHERMAN ACT
1267

.

Plaintiff States repeat and re-allege every preceding allegation

as

if fully

set forth

herein.

1268. Beginning at least as early as 2013, Defendant Aprahamian took active steps to
facilitate market allocation and price fixing agreements between Defendant Taro and its
competitors involving numerous generic drugs, as discussed herein

1269. Defendant Aprahamian participated directly in these conspiracies by
communicating with competitors about market entry, loss of exclusivity, price increases, supply
disruptions, and other significant markets events affecting Defendant Taro and its competitors.

1270. These communications resulted in agreements between Defendant Taro and
various competitors to allocate and divide customers and markets for various generic drugs in
accordance with the fair share principles discussed above, and to

fîx and raise prices, and rig

bids, for numerous generic drugs. The generic drugs subject to these market allocation and

price-fixing agreements include at least the following
Adapalene Gel
Carbamazepine Chewable Tablets
Carbamazepine Tablets

Clomipramine HCL
Clotrimazole Topical Solution
Enalapril Maleate Tablets
Epitol Tablets
Etodolac ER Tablets
Etodolac Tablets
Fluocinonide Cream
Fluocinonide Emollient Cream
Fluocinonide Gel

'o All Plaintiff States join in Counts Nineteen through Thirty-Four against the Individual
Defendants except: Florida, NewYork, Tennessee, and Wisconsin.
377

Fluocinonide Ointment
Ketoconazole Cream
Ketoconazole Tablets

Nortriptyline Hydrochloride Capsules
Warfarin Sodium Tablets

1271. These agreements are facially anticompetitive because they allocate customers for
the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Taro and its competitors. These agreements have eliminated any meaningful form

of

price competition in the market for numerous generic drugs, including those identified herein.

1272. The conspiracies substantially affected and still affect interstate commerce.
1273. The agreements constitute unreasonable restraints of trade that
under Section

I of the Sherman Act, l5 U.S.C. $ 1. No elaborate analysis

are

per se illegal

is required to

demonstrate the anticompetitive character of these agreements.

1274. As

a direct and proximate result of this ongoing conspiracy,

Plaintiff

States,

governmental entities and/or consumers have been injured in their business or property because
they have had to purchase or reimburse for numerous generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Aprahamian has personally enjoyed ill-gotten
gains from the sales ofthese generic drugs.
I27

5.

As a participant in the agreements identiflred above, Defendant Aprahamian is

jointly and severally liable for any harm

caused as a result of those conspiracies.

COUNT TWENTY (BY CERTAIN PLAINTIFF STATES AGAINST DEFENDANT
DAVID BERTHOLD) - HORIZONTAL CONSPIRACY TO ALLOCATE MARKETS
AND FIX PRICES FOR MULTIPLE GENERIC DRUGS IN VIOLATION OF
SECTION 1 OF THE SHERMAN ACT

1276. Plaintiff

States repeat and re-allege every preceding allegation as

herein.

378

if fully

set forth

1277

.

Beginning at least as early as 2012, Defendant Berthold took active steps to

facilitate market allocation and price fixing agreements between Defendant Lupin and its
competitors involving numerous generic drugs, as discussed herern

1278. Defendant Berthold participated directly in these conspiracies by communicating
with competitors about market entry, loss of exclusivity, price increases, supply disruptions, and
other significant markets events affecting Defendant Lupin and its competitors

1279. These communications resulted in agreements between Defendant Lupin and
various competitors to allocate and divide customers and markets for various generic drugs in
accordance with the fair share principles discussed above, and to

fix

and raise prices, and rig

bids, for numerous generic drugs. The generic drugs subject to these market allocation and

price-fixing agreements include at least the following:
Cefdinir Capsules
Cefdinir Oral Suspension
Cefprozil Tablets
Cephalexin Suspension
Drospirenone and ethinyl estradiol (Ocella)
Fenofibrate
Irbesartan
Lamivudine I Zidovudine (generic Combivir)
Niacin ER Tablets

Norethindrone/ethinyl estradiol (Balziva)
Pravastatin Sodium Tablets

1280. These agreements are facially anticompetitive because they allocate customers for
the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Lupin and its competitors. These agreements have eliminated any meaningful form

price competition in the market for numerous generic drugs, including those identified herein.

1281. The conspiracies substantially affected

379

and

still affect interstate commerce.

of

1282. The agreements constitute unreasonable restraints of trade thatarc per se illegal
underSectionloftheShermanAct, 15U.S.C.$1. Noelaborateanalysisisrequiredto
demonstrate the anticompetitive character of these agreements.

1283. As

a direct and proximate result of this ongoing conspiracy,

Plaintiff

States,

governmental entities andlor consumers have been injured in their business or property because

they have had to purchase or reimburse for numerous generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Berthold has personally enjoyed ill-gotten
gains from the sales ofthese generic drugs.

1284. As

a participant in the agreements identif,red above, Defendant Berthold is

jointly

and severally liable for any harm caused as a result ofthose conspiracies.

COUNT TWENTY-ONE fBY CBRTAIN
STATES AGAINST DEFENDANT
JAMES (JINO BROWN) _ HORIZONTAL CONSPIRACY TO ALLOCATE MARI(ETS
AND FIX PRICES FOR MULTIPLE GENERIC DRUGS IN VIOLATION OF
SECTION 1 OF THE SHERMAN ACT
1285. Plaintiff States repeat and re-allege every preceding allegation as if fully set forth
herein.

1286. Beginning at least

as early as 2013, Defendant Brown took active steps to

facilitate market allocation and price fixing agreements between Defendant Glenmark and its
competitors involving numerous generic drugs, as discussed herein.

1287. Defendant Brown participated directly or indirectly in these conspiracies by
communicating with competitors, directing others at Glenmark to communicate with
competitors, or tacitly approving of those communications by other Glenmark employees, about
market entry, loss of exclusivity, price increases, supply disruptions, and other significant
markets events affecting Defendant Glenmark and its competitors.

380

1288. These communications resulted in agreements between Defendant Glenmark and
various competitors to allocate and divide customers and markets for various generic drugs in
accordance with the fair share principles discussed above, and to

fix

and raise prices, and rig

bids, for numerous generic drugs. The generic drugs subject to these market allocation and

price-fixing agreements include at least the following:
Adapalene Gel
Deso gestrel/Ethinyl Estradiol Tablets (Kariva)

Fluconazole Tablets
Gabapentin Tablets
Moexipril HCL Tablets
Moexipri I HCLIHCT Z Tablets
Nabumetone Tablets
Norethindrone Acetate
Pravastatin Sodium Tablets
Ranitidine HCL Tablets

1289. These agreements are facially anticompetitive

because they allocate customers for

the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Glenmark and its competitors. These agreements have eliminated any meaningful

form of price competition in the market for numerous generic drugs, including those identified
herein.

1290. The conspiracies substantially affected and still affect interstate commerce.
1291. The agreements constitute unreasonable restraints of trade that arc per
under Section 1 of the Sherman Act,

l5 U.S.C. $ l. No elaborate analysis

se illegal

is required to

demonstrate the anticompetitive character of these agreements.

1292. As a direct and proximate result of this ongoing conspiracy, Plaintiff

States,

governmental entities and/or consumers have been injured in their business or property because

they have had to purchase or reimburse for numerous generic drugs, including those identified

381

herein, at supra-competitive prices, and Defendant Brown has personally enjoyed ill-gotten gains

from the sales ofthese generic drugs

1293. As

a

participant in the agreements identified above, Defendant Brown is jointly

and severally liable for any harm caused as a result of those conspiracies.

COUNT T\ryENTY-TWO (BY CERTAIN PLAINTIFF STATES AGAINST DEFENDANT
MAUREEN CAVANAUGH) _ HORIZONTAL CONSPIRACY TO ALLOCATE
MARKETS AND FIX PRICES FOR MULTIPLE GENERIC DRUGS IN
VIOLATION OF SECTION 1 OF THE SHERMAII ACT

1294. Plaintiff States repeat

and re-allege every preceding allegation as

if fully

set forth

herein.

1295. Beginning at least

as

early as2012, Defendant Cavanaugh took active steps to

facilitate market allocation and price fixing agreements between Defendant Teva and its
competitors involving numerous generic drugs, as discussed herein.

1296. Defendant Cavanaugh participated directly or indirectly in these conspiracies by
communicating with competitors, directing others at Teva to communicate with competitors, or

tacitly approving of those communications by other Teva employees, about market entry, loss of
exclusivity, price increases, supply disruptions, and other significant markets events affecting
Defendant Teva and its competitors.

1297.

These communications resulted in agreements between Defendant Teva and

various competitors to allocate and divide customers and markets for various generic drugs in
accordance with the fair share principles discussed above, and to f,rx and raise prices, and rig

bids, for numerous generic drugs. The generic drugs subject to these market allocation and

price-frxing agreements include at least the following:
Adapalene Gel

Ami loride HCLIHCT Z Tablets
Amoxicillin/Clavulanate Chewable Tablets
382

Amphetamine/Dextroamphetamine ER (aka Mixed Amphetamine Salts)
Amphetam ine/Dextroamphetamine IR
Azithromycin Oral Suspension
Azithromycin Suspension
Baclofen Tablets
Bethanechol Chloride Tablets
Budesonide DR Capsules
Budesonide Inhalation
Bumetanide Tablets
Buspirone Hydrochloride Tablets
Cabergoline
Capecitabine
Carbamazepine Chewable Tab lets
Carbamazepine Tablets
Cefdinir Capsules
Cefdinir Oral Suspension
Cefprozil Tablets
Celecoxib
Cephalexin Suspension
Cimetidine Tablets
Ciprofl oxacin HCL Tablets
Clarithromycin ER Tablets
Clemastine Fumarate Tablets
Clonidine TTS Patch
Clotrimazole Topical Solution
Cyproheptadine HCL Tablets
Desmopressin Acetate Tablets
Deso gestre l/Ethinyl Estradiol Tablets (Kariva)
Dexmethylphenidate HCL ER Capsules
Dextroamphetamine Sulfate ER
Diclofenac Potassium Tablets
Dicloxacillin Sodium Capsules
Diflunisal Tablets
Diltiazem HCL Tablets
Disopyramide Phosphate Capsules
Doxazosin Mesylate Tablets
Drospirenone and ethinyl estradiol (Ocella)
Enalapril Maleate Tablets
Entecavir
Epitol Tablets
Estazolam Tablets
Estradiol Tablets
Ethinyl estradiol and levonorgestrel (Portia and Jolessa)
Ethosuximide Capsules
Ethosuximide Oral Solution
Etodolac ER Tablets
383

Etodolac Tablets
Fenofibrate
Fluconazole Tablets
Fluocinonide Cream

Fluocinonide Emollient Cream
Fluocinonide Gel
Fluocinonide Ointment
Fluoxetine HCL Tablets
Flurbiprofen Tablets
Flutamide Capsules
Fluvastatin Sodium Capsules
Gabapentin Tablets
Glimepiride Tablets
Griseofulvin Suspension
Hydroxyurea Capsules
Hydroxyzine Pamoate Capsules
Irbesartan
Isoniazid
Ketoconazole Cream
Ketoconazole Tablets
Ketoprofen Capsules
Ketorolac Tromethamine Tablets
Labetalol HCL Tablets
Lamivudine I Zidovudine (generic Combivir)
Loperamide HCL Capsules
Medroxypro ge sterone Tablets
Methotrexate Tablets
Mimvey (EstradiolA{orethindrone Acetate) Tablets
Moexipril HCL Tablets
Moexipril HCLIHCT Z Tab lets
Nabumetone Tablets
Nadolol Tablets
Niacin ER Tablets
Nitrofurantoin MAC Capsules
Norethindrone/ethinyl estradiol (Balziva)
Norethindrone Acetate
Nortriptyline Hydrochloride Capsules
Omega-3-Acid Ethyl Esters
Oxaprozin Tablets
Oxybutynin Chloride Tablets
Paricalcitol
Penicillin VK Tablets
Pentoxifylline Tablets
Piroxicam
Pravastatin Sodium Tablets
Prazosin HCL Capsules
384

Prochlorperazine Tablets
Propranolol HCL Tablets
Raloxifene HCL Tablets
Ranitidine HCL Tablets
Tamoxifen Citrate Tablets

Temozolomide
Tobramycin
Tolmetin Sodium Capsules
Tolterodine ER
Tolterodine Tartrate
Topiramate Sprinkle Capsules
Warfarin Sodium Tablets

1298. These agreements are facially anticompetitive because they allocate customers for
the marketing and sale of generic drugs, arlificially raise prices, and limit competition between
Defendant Teva and its competitors. These agreements have eliminated any meaningful form

of

price competition in the market for numerous generic drugs, including those identified herein.

1299, The conspiracies substantially affected and still affect interstate commerce.
1300. The agreements constitute unreasonable restraints of trade that
under Section 1 of the ShermanAct,

l5 U.S.C. $ L No elaborate analysis

are per se

illegal

is requiredto

demonstrate the anticompetitive character of these agreements.

1301. As

a direct and proximate result of this ongoing conspiracy,

Plaintiff

States,

governmental entities and/or consumers have been injured in their business or property because

they have had to purchase or reimburse for numerous generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Cavanaugh has personally enjoyed ill-gotten
gains from the sales of these generic drugs.

1302. As a participant in the agreements identified above, Defendant Cavanaugh is

jointly

and severally liable for any harm caused as a result of those conspiracies.

385

COUNT TWENTY-THREE IBY CERTAIN PLAINTIFF STATES AGAINST
DEFENDANT MARC FALKIN - HORIZONTAL CONSPIRACY TO ALLOCATE
MARKETS AND FIX PRICES FOR MULTIPLE GENERIC DRUGS IN
VIOLATION OF SECTION 1 OF THE SHERMAN ACT
1303. Plaintiff States repeat and re-allege every preceding allegation

as

if fully

set forth

herein

1304. Beginning at least

as early as 2013, Defendant Falkin took active steps to

facilitate market allocation and price fixing agreements between Defendant Actavis and its
competitors involving numerous generic drugs, as discussed hereln.

1305. Defendant Falkin participated directly or indirectly in these conspiracies by
communicating with competitors, directing others at Actavis to communicate with competitors,
or tacitly approving of those communications by other Actavis employees, about market entry,
loss of exclusivity, price increases, supply disruptions, and other significant markets events

affecting Defendant Actavis and its competitors.

1306. These communications resulted in agreements between Defendant Actavis and
various competitors to allocate and divide customers and markets for various generic drugs in
accordance with the fair share principles discussed above, and to

fix

and raise prices, and rig

bids, for numerous generic drugs. The generic drugs subject to these market allocation and

price-fixing agreements include at least the following:
Amphetamine/Dextroamphetamine IR
Budesonide Inhalation
Buspirone Hydrochloride Tablets
Celecoxib
Ciprofloxacin HCL Tablets
Clarithromycin ER Tablets
Clonidine TTS Patch
Desmopressin Acetate Tablets
Dextroamphetamine Sulfate ER
Disopyramide Phosphate Capsules
Drospirenone and ethinyl estradiol (Ocella)
386

Estazolam Tablets
Estradiol Tablets

Flutamide Capsules
Griseofulvin Suspension
Hydroxyzine Pamoate Capsules
Nortriptyline Hydrochloride Capsules
Propranolol HCL Tablets
Tamoxifen Citrate Tablets
Topiramate Sprinkle Capsules

1306.

These agreements are facially anticompetitive because they allocate customers for

the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Actavis and its competitors. These agreements have eliminated any meaningful form

of price competition in the market for numerous generic drugs, including those identified herein.

1307. The conspiracies substantially affected and still affect interstate commerce.
1

308. The agreements constitute

under Section

I of the Sherman Act,

unreasonable restraints of trade that

are

per se illegal

15 U.S.C. $ 1. No elaborate analysis is required to

demonstrate the anticompetitive character of these agreements.

1309. As a direct

and proximate result of this ongoing conspiracy, Plaintiff States,

governmental entities and/or consumers have been injured in their business or property because

they have had to purchase or reimburse for numerous generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Falkin has personally enjoyed ill-gotten gains

from the sales ofthese generic drugs.

1310. As a participant in the agreements identified above, Defendant Falkin
and severally liable for any harm caused as a result ofthose conspiracies.

387

is

jointly

COUNT TWENTY-FOUR (BY CERTAIN PLAINTIFF STATES AGAINST
DEFENDANT JAMES (JIM) GRAUSO) _ HORIZONTAL CONSPIRACY TO
ALLOCATE MARKETS AND FIX PRICES FOR MULTIPLE GENERIC DRUGS IN
VIOLATION OF SECTION 1 OF THE SHERMAN ACT
13 I

1

.

Plaintiff States repeat and re-allege every preceding allegation

as

if fully

set forth

herein.

1312. Beginning at least

as early as 2012, Defendant Grauso took active steps to

facilitate market allocation and price fixing agreements between Defendants Aurobindo and/or
Glenmark, and their competitors, involving certain generic drugs, as discussed herein.

1313. Defendant Grauso participated directly or indirectly in these conspiracies by
communicating with competitors, directing others at Aurobindo and/or Glenmark to
communicate with competitors, or tacitly approving of those communications by other

Aurobindo andlor Glenmark employees, about market entry, loss of exclusivity, price increases,
supply disruptions, and other signif,rcant markets events affecting Defendants Aurobindo andlor
Glenmark, and their competitors.

1314. These communications resulted in agreements between Defendant Aurobindo
and/or Glenmark and various competitors to allocate and divide customers and markets for

various generic drugs in accordance with the fair share principles discussed above, and to fix and
raise prices, and rig bids, for certain generic drugs. The generic drugs subject to these market

allocation and price-fixing agreements include at least the following:
DesogestrelÆthinyl Estradiol Tablets (Kariva)
Gabapentin Tablets
Lamivudin el Zidovudine (generic Combivir)

1315. These agreements are facially anticompetitive because they allocate customers for
the marketing and sale of generic drugs, artifrcially raise prices, and limit competition between
Defendants Aurobindo and/or Glenmark and their competitors. These agreements have
388

eliminated any meaningful form of price competition in the market for certain generic drugs,
including those identified herein.

1316. The conspiracies substantially affected and still affect interstate commerce.
1317. The agreements constitute unreasonable restraints of trade that

are

per se illegal

under Section 1 of the Sherman Act, 15 U.S.C. $ 1. No elaborate analysis is required to
demonstrate the anticompetitive character of these agreements.

1318. As a direct and proximate result of this ongoing conspiracy, Plaintiff States,
governmental entities andior consumers have been injured in their business or property because

they have had to purchase or reimburse for certain generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Grauso has personally enjoyed ill-gotten
gains from the sales of these generic drugs.
13

19. As a participant in the agreements identified above, Defendant

Grauso is jointly

and severally liable for any harm caused as a result ofthose conspiracies.

COIINT TWENTY-X'IVR IRY CERTAIN
STATES AGAINST DEF'ENDANT
_ HORIZONTAI, CONS
KEVIN GREENI
TO ALLOCATE MARKETS AND
FIX PRICES FOR MULTIPLE G
DRUGS IN VIOLATION OF
SECTION 1 OF THE SHERMAN ACT
1320. Plaintiff States repeat and re-allege every preceding allegation

as

if fully

set

forth

herein.

l32l.

Beginning at least as early as 2012, Defendant Green took active steps to facilitate

market allocation and price fixing agreements between Defendants Teva and/or Zydus and their
competitors involving numerous generic drugs, as discussed herein.

1322. Defendant Green participated directly or indirectly in these conspiracies by
communicating with competitors, directing others at Teva and/or Zydus to communicate with
competitors, or tacitly approving of those communications by other Teva andlor Zydus
389

employees, about market entry, loss of exclusivity, price increases, supply disruptions, and other

significant markets events affecting Defendants Teva and/or Zydus and their competitors.

1323. These communications resulted in agreements between Defendants Teva and/or
Zydus and various competitors to allocate and divide customers and markets for various generic
drugs in accordance with the fair share principles discussed above, and to

fìx

and raise prices,

and rig bids, for numerous generic drugs. The generic drugs subject to these market allocation
and price-fixing agreements include at least the following:

Amiloride HCLIHCT Z Tablets
Amphetamine/Dextroamphetamine ER (aka Mixed Amphetamine Salts)
Buspirone Hydrochloride Tablets
Cefdinir Capsules
Cefdinir Oral Suspension
Ceþrozil Tablets
Cimetidine Tablets
Clarithromycin ER Tablets
Clonidine TTS Patch
Diclofenac Potassium Tablets
Diltiazem HCL Tablets
Doxazosin Mesylate Tablets
Drospirenone and ethinyl estradiol (Ocella)
Enalapril Maleate Tablets
Estradiol Tablets
Ethinyl estradiol and levonorgestrel (Portia and Jolessa)
Etodolac ER Tablets
Fenofibrate

Fluconazole Tablets
Irbesartan
Ketoprofen Capsules
Ketorolac Tromethamine Tablets
Labetalol HCL Tablets
Lamivudine/Zidovudine (generic Combivir)
Levothyroxine
Loperamide HCL Capsules
Methotrexate Tablets
Nadolol Tablets
Niacin ER Tablets
Nitrofurantoin MAC Capsules
Oxaprozin Tablets
Paricalcitol
390

Pravastatin Sodium Tablets
Prazosin HCL Capsules
Tamoxifen Citrate Tablets

Temozolomide
Tolmetin Sodium Capsules
Topiramate Sprinkle Capsules
Warfarin Sodium Tablets

1324. These agreements are facially anticompetitive because they allocate customers for
the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendants Teva and/or Zydus and their competitors. These agreements have eliminated any

meaningful form of price competition in the market for numerous generic drugs, including those
identified herein.

1325. The conspiracies substantially affected and still affect interstate commerce.
1326. The agreements constitute unreasonable restraints of trade that
under Section

I of the ShermanAct, l5 U.S.C. $ l. No elaborate analysis

are

per se illegal

is requiredto

demonstrate the anticompetitive character of these agreements.
1327

.

As a direct and proximate result of this ongoing conspiracy, Plaintiff States,

governmental entities andlor consumers have been injured in their business or property because

they have had to purchase or reimburse for numerous generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Green has personally enjoyed ill-gotten gains

from the sales ofthese generic drugs.
1327

.

As a participant in the agreements identifìed above, Defendant Green is jointly

and severally liable for any harm caused as a result ofthose conspiracies.

39t

COUNT TWENTY-SIX ßY CERTAIN PLAINTIFF STATES AGAINST DEFENDANT
ARMANDO KELLUM) _ HORIZONTAL CONSPIRACY TO ALLOCATE MARKETS
AND FIX PRICES FOR MULTIPLE GENERIC DRUGS IN VIOLATION OF SECTION
1 OT'THE S
ACT
1328. Plaintiff States repeat and re-allege every preceding allegation

as

if fully

set forth

herein.

1329. Beginning at least as early as2012, Defendant Kellum took active

steps to

facilitate market allocation and price fixing agreements between Defendant Sandoz and its
competitors involving numerous generic drugs, as discussed herein.

1330. Defendant Kellum participated directly or indirectly in these conspiracies by
communicating with competitors, directing others at Sandoz to communicate with competitors,
or tacitly approving of those communications by other Sandoz employees, about market entry,
loss of exclusivity, price increases, supply disruptions, and other signihcant markets events

affecting Defendant Sandoz and its competitors.

1331. These communications resulted in agreements between Defendant Sandoz and
various competitors to allocate and divide customers and markets for various generic drugs in
accordance with the fair share principles discussed above, and to

fix

and raise prices, and rig

bids, for numerous generic drugs. The generic drugs subject to these market allocation and

price-fixing agreements include at least the following:
Amoxicillin/Clavulanate Chewable Tablets
Benazepril HCTZ
Bumetanide Tablets
Cefdinir Capsules
Cefdinir Oral Suspension
Cefprozil Tablets
Clemastine Fumarate Tablets

Clomipramine HCL
Dexmethylphenidate HCL ER Capsules
Diclofenac Potassium Tablets
Dicloxacillin Sodium Capsules
392

Ethinyl estradiol and levonorgestrel (Portia and Jolessa)
Etodolac Tablets
Fluocinonide Emollient Cream
Fluocinonide Gel
Haloperidol
Hydroxyzine Pamoate Capsules
Ketoconazole Cream
Labetalol HCL Tablets
Levothyroxine
Nabumetone Tablets
Nadolol Tablets
Penicillin VK Tablets
Prochlorperazine Tablets

Temozolomide
Tizanidine
Tobramycin
Trifluoperazine HCL
Valsartan HCTZ

1332. These agreements are facially anticompetitive because they allocate customers for
the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Sandoz and its competitors. These agreements have eliminated any meaningful form

of price competition in the market for numerous generic drugs, including those identified herein.

1333. The conspiracies substantially affected and still affect interstate commerce.
1334. The agreements constitute unreasonable restraints of trade that

are

per se illegal

underSectionloftheShermanAct, 15U.S.C.$1. Noelaborateanalysisisrequiredto
demonstrate the anticompetitive character of these agreements.

1335. As

a direct and proximate result of this ongoing conspiracy,

Plaintiff

States,

governmental entities andlor consumers have been injured in their business or property because

they have had to purchase or reimburse for numerous generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Kellum has personally enjoyed ill-gotten
gains from the sales ofthese generic drugs.

393

1336. As

a participant in the agreements identified above, Defendant

Kellum

is

jointly

and severally liable for any harm caused as a result of those conspiracies.

COI]NT TWENTY-SEVTN IRY CER AIN PLAINTIFF STATES AGAINST
DEF'E,NDANT .III,I, NAII,ORì _ HOR
NTAL CONSPIRACY TO ALLOCATE
MARKETS AND FIX PRICES FOR MULTIPLE GENERIC DRUGS IN
VIOLATION OF SECTION 1 OF THE SHERMAN ACT
1337

.

Plaintiff States repeat and re-allege every preceding allegation

as

if fully

set forth

herein.
133

8.

Beginning at least as early as 2012, Defendant Nailor took active steps to

facilitate market allocation and price fixing agreements between Defendants Greenstone and
Pf,rzer and their competitors

involving numerous generic drugs, as discussed herein.

1339. Defendant Nailor participated directly or indirectly in these conspiracies by
communicating with competitors, directing others at Greenstone and/or Pftzer to communicate

with competitors, or tacitly approving of those communications by other Greenstone and/or
Pftzer employees, about market entry, loss of exclusivity, price increases, supply disruptions, and
other significant markets events affecting Defendants Greenstone and Pfizer and their
competitors.

1340.

These communications resulted in agreements between Defendants Greenstone

and Pfizer and various competitors to allocate and divide customers and markets for various

generic drugs in accordance with the fair share principles discussed above, and to

fix

and raise

prices, and rig bids, for numerous generic drugs. The generic drugs subject to these market

allocation and price-fixing agreements include at least the following:

Azithromycin Oral Suspension
Azithromycin Suspension
Cabergoline
Fluconazole Tablets
Medroxypro gesterone Tablets
394

Oxaprozin Tablets
Penicillin VK Tablets
Piroxicam
Tolterodine Tartrate

1341.

These agreements are facially anticompetitive because they allocate customers for

the marketing and sale of generic drugs, artificially raise prices, and

limit competition

between

Defendants Greenstone and Pfrzer and their competitors. These agreements have eliminated any

meaningful form of price competition in the market for numerous generic drugs, including those
identified herein.

1342. The conspiracies substantially affected and still affect interstate commerce.
1343. The agreements constitute unreasonable restraints of trade that
under Section

I of the ShermanAct, 15 U.S.C. $ 1. No elaborate analysis

are per se

illegal

is requiredto

demonstrate the anticompetitive character of these agreements.

1344. As

a direct and proximate result

of this ongoing conspiracy, Plaintiff States,

governmental entities andlor consumers have been injured in their business or property because
they have had to purchase or reimburse for numerous generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Nailor has personally enjoyed ill-gotten gains

from the sales of these generic drugs.

1345. As a participant in the agreements identified above, Defendant Nailor

is

jointly

and severally liable for any harm caused as a result ofthose conspiracies.

COUNT TWENTY-EIGHT (BY CERTAIN PLAINTIFF STATES AGAINST
DEFENDANT.I
NESTA) - HORIZONTAL CO
TO ALLOCATE
MARKETS AND
PRICES FOR MULTIPLE GENERIC I)
GS IN VIOLATION
OF'SECTION I OF'
SHERMAN ACT

1346. Plaintiff

States repeat and re-allege every preceding allegation as

herein.

395

if fully

set forth

1347

.

Beginning at least as early as 2012, Defendant Nesta took active steps to facilitate

market allocation and price fixing agreements between Defendant Mylan and its competitors

involving numerous generic drugs, as discussed herein.

1348. Defendant Nesta participated directly in these conspiracies by communicating
with competitors about market entry, loss of exclusivity, price increases, supply disruptions, and
other significant markets events affecting Defendant Mylan and its competitors

1349. These communications resulted in agreements between Defendant Mylan and
various competitors to allocate and divide customers and markets for various generic drugs in
accordance with the fair share principles discussed above, and to

fix

and raise prices, and rig

bids, for numerous generic drugs. The generic drugs subject to these market allocation and

price-fixing agreements include at least the following:
Am i loride HCL IHCT Z Tablets

Benazepril HCTZ
Budesonide DR Capsules
Buspirone Hydrochloride Tablets
Capecitabine
Cimetidine Tablets
Clomipramine HCL
Clonidine TTS Patch
Diclofenac Potassium Tablets
Diltiazem HCL Tablets
Doxazosin Mesylate Tablets
Enalapril Maleate Tablets
Estradiol Tablets
Fenofibrate
Fluoxetine HCL Tablets
Flurbiprofen Tablets
Fluvastatin Sodium Capsules
Haloperidol
Ketoconazole Tablets
Ketoprofen Capsules
Ketorolac Tromethamine Tablets
Levothyroxine
Loperamide HCL Capsules
396

Methotrexate Tablets
Nadolol Tablets
Nitrofurantoin MAC Capsules
Pentoxifylline Tablets
Prazosin HCL Capsules
Prochlorperazine Tablets
Propranolol HCL Tablets
Tamoxifen Citrate Tablets

Tizanidine
Tolmetin Sodium Capsules
Tolterodine ER
Trifluoperazine HCL
Valsartan HCTZ

1350. These agreements are facially anticompetitive because they allocate customers for
the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Mylan and its competitors. These agreements have eliminated any meaningful form

of price competition in the market for numerous generic drugs, including those identified herein.

1351. The conspiracies substantially affected and still affect interstate commerce.
1352. The agreements constitute unreasonable restraints of trade that

are per se

illegal

underSectionloftheShermanAct, 15U.S.C.$1. Noelaborateanalysisisrequiredto
demonstrate the anticompetitive character of these agreements.

1353. As

a direct and proximate result

of this ongoing conspiracy, Plaintiff States,

governmental entities and/or consumers have been injured in their business or property because

they have had to purchase or reimburse for numerous generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Nesta has personally enjoyed ill-gotten gains

from the sales ofthese generic drugs.

1354. As

a participant in the agreements identified above, Defendant Nesta is

and severally liable for any harm caused as a result ofthose conspiracies.

397

jointly

COUNT TWENTY-NINE, IRY CERTAIN PI
STATES AGAINST DEFENDANT
KONSTANTIN OSTAF'ICIIIKì _ HOR
AL CONSPIRACY TO ALLOCATE
MARKETS AND F'IX PRICES
MULTIPLE GENERIC DRUGS
IN VIOLATION OF SECTION 1 OF THE SHERMAN ACT
1355. Plaintiff States repeat and re-allege every preceding allegation

as

if fully

set forth

herein.

1356. Beginning at least

as

early as2074, Defendant Ostaficiuk took active steps to

facilitate market allocation and price fixing agreements between Camber Pharmaceuticals, Inc.
and its competitors involving ceftain generic drugs, as discussed herein.

1357. Defendant Ostaficiuk participated directly in these conspiracies by
communicating with competitors about market entry, loss of exclusivity, price increases, supply
disruptions, and other significant markets events affecting Defendant Mylan and its competitors.

1358.

These communications resulted in agreements between Camber Pharmaceuticals,

Inc. and various competitors to allocate and divide customers and markets for various generic
drugs in accordance with the fair share principles discussed above, and to

fix

and raise prices,

and rig bids, for certain generic drugs. The generic drugs subject to these market allocation and

price-fixing agreements include at least the following:
Lamivudine/Zidovudine (generic Combivir)
Raloxifene HCL Tablets

1359.

These agreements are facially anticompetitive because they allocate customers for

the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Camber Pharmaceuticals, Inc. and its competitors. These agreements have eliminated any

meaningful form of price competition in the market for certain generic drugs, including those
identif,red herein.

1360. The conspiracies substantially affected and still affect interstate commerce.

398

1361. The agreements constitute unreasonable restraints of trade that arc per se illegal
under Section

I of the Sherman Act, l5 U.S.C. $ 1. No elaborate analysis

is required to

demonstrate the anticompetitive character of these agreements.

1362. As a direct and proximate result of this ongoing conspiracy, Plaintiff

States,

governmental entities andlor consumers have been injured in their business or property because

they have had to purchase or reimburse for certain generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Ostaficiuk has personally enjoyed ill-gotten
gains from the sales ofthese generic drugs.

1363. As a participant in the agreements identified above, Defendant Ostaficiuk

jointly

is

and severally liable for any harm caused as a result of those conspiracies.

COUNT THIRTY IBY CERTAIN PLAINTIFF STATES AGAINST DEFENDANT
NISHA PATEL) - HORIZONTAL CONSPIRACY TO ALLOCATE MARKETS AND
FIX PRICES F'OR MIII,TIPI,E
C DRUGS IN VIOLATION OF'
SECTION 1 OF THE SHERMAN ACT
1364. Plaintiff States repeat and re-allege every preceding allegation

as

if fully

set forth

herein.

1365. Beginning at least

as

early as2013, Defendant Pateltook active steps to facilitate

market allocation and price fixing agreements between Defendant Teva and its competitors

involving numerous generic drugs,

as discussed herein.

1366. Defendant Patel participated directly or indirectly in these conspiracies by
communicating with competitors, directing others at Teva to communicate with competitors, or

tacitly approving of those communications by other Teva employees, about market entry, loss of
exclusivity, price increases, supply disruptions, and other significant markets events affecting
Defendant Teva and its competitors.

399

1367. These communications resulted in agreements between Defendant Teva and
various competitors to allocate and divide customers and markets for various generic drugs in
accordance with the fair share principles discussed above, and to

fix

and raise prices, and rig

bids, for numerous generic drugs. The generic drugs subject to these market allocation and

price-fixing agreements include at least the following:
Adapalene Gel
Am iloride HCLIHCT Z Tablets

Amoxicillin/Clavulanate Chewable Tablets
Amphetamine/Dextroamphetamine IR
Azithromycin Oral Suspension
Azithromycin Suspension
Baclofen Tablets
Bethanechol Chloride Tablets
Budesonide DR Capsules
Budesonide Inhalation
Bumetanide Tablets
Cabergoline
Capecitabine
Carbamazep ine Chewable Tablets
Carbamazepine Tablets
Cefdinir Capsules
Cefdinir Oral Suspension
Cefprozil Tablets
Celecoxib
Cephalexin Suspension
Cimetidine Tablets
Ciprofl oxacin HCL Tablets
Clarithromycin ER Tablets
Clemastine Fumarate Tablets
Clonidine TTS Patch
Clotrimazole Topical Solution
Cyproheptadine HCL Tablets
Desmopressin Acetate Tablets
Desogestrel/Ethinyl Estradiol Tablets (Kariva)
Dexmethylphenidate HCL ER Capsules
Dextroamphetamine Sulfate ER
Diclofenac Potassium Tablets
Dicloxacillin Sodium Capsules
Diflunisal Tablets
Diltiazem HCL Tablets
400

Disopyramide Phosphate Capsules
Doxazosin Mesylate Tablets
Drospirenone and ethinyl estradiol (Ocella)
Enalapril Maleate Tablets
Entecavir
Epitol Tablers
Estazolam Tablets
Estradiol Tablets
Ethosuximide Capsules
Ethosuximide Oral Solution
Etodolac ER Tablets
Etodolac Tablets
Fluconazole Tablets
Fluocinonide Cream
Fluocinonide Emollient Cream
Fluocinonide Gel
Fluocinonide Ointment
Fluoxetine HCL Tablets
Flurbiprofen Tablets
Flutamide Capsules
Fluvastatin Sodium Capsules
Gabapentin Tablets
Glimepiride Tablets
Griseofulvin Suspension
Hydroxyurea Capsules
Hydroxyzine Pamoate Capsules
Isoniazid
Ketoconazole Cream
Ketoconazole Tablets
Ketoprofen Capsules
Ketorolac Tromethamine Tablets
Loperamide HCL Capsules
Medroxypro gesterone Tablets
Methotrexate Tablets
Mimvey (EstradiolA{orethindrone Acetate) Tablets
Moexipril HCL Tablets
Moexipri I HCLIFICT Z Tablets
Nabumetone Tablets
Nadolol Tablets
Niacin ER Tablets
Norethindrone/ethinyl estradiol (B alziv a)
Norethindrone Acetate
Nortriptyline Hydrochloride Capsules
Omega-3-Acid Ethyl Esters
Oxaprozin Tablets

40t

Oxybutynin Chloride Tablets
Paricalcitol
Penicillin VK Tablets
Pentoxifylline Tablets
Piroxicam
Pravastatin Sodium Tablets
Prazosin HCL Capsules
Prochlorperazine Tablets
Propranolol HCL Tablets
Raloxifene HCL Tablets
Ranitidine HCL Tablets
Tamoxifen Citrate Tablets
Temozolomide
Tobramycin
Tolmetin Sodium Capsules
Tolterodine ER
Tolterodine Tartrate
Topiramate Sprinkle Capsules
Warfarin Sodium Tablets

1368.

These agreements are facially anticompetitive because they allocate customers for

the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Teva and its competitors. These agreements have eliminated any meaningful form

of

price competition in the market for numerous generic drugs, including those identified herein.

1369. The conspiracies substantially affected and still affect interstate commerce.
1370. The agreements constitute unreasonable restraints of trade that

are

per se illegal

underSectionloftheShermanAct, l5U.S.C.$1. Noelaborateanalysisisrequiredto
demonstrate the anticompetitive character of these agreements.

1371. As a direct

and proximate result of this ongoing conspiracy,

Plaintiff

States,

governmental entities and/or consumers have been injured in their business or property because

they have had to purchase or reimburse for numerous generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Patel has personally enjoyed ill-gotten gains

from the sales ofthese generic drugs.

402

1372. As

a participant in the agreements identified above, Defendant Patel is

jointly and

severally liable for any harm caused as a result of those conspiracies.

COUNT THIRTY-ONE ßY CERTAIN PLAINTIFF STATES AGAINST DEFENDANT
DAVID RT,KENTHALER) _ HORIZO
CONSPIRACY TO ALLOCATE
MARKETS AND FIX PRICES FO MULTIPLE GENERIC DRUGS IN
VIOI,ATION OF SECTI f)N I OF'THE SHERMAN ACT

1373. Plaintiff

States repeat and re-allege every preceding allegation as

if fully

set forth

herein.

1374. Beginning at least

as early as 2012, Defendant Rekenthaler took active steps to

facilitate market allocation and price fixing agreements between Defendant Teva and its
competitors involving numerous generic drugs, as discussed herein.

1375. Defendant Rekenthaler participated directly or indirectly in these conspiracies by
communicating with competitors, directing others at Teva to communicate with competitors, or

tacitly approving of those communications by other Teva employees, about market entry, loss of
exclusivity, price increases, supply disruptions, and other significant markets events affecting
Defendant Teva and its competitors.

1376. These communications resulted in agreements between Defendant Teva

and

various competitors to allocate and divide customers and markets for various generic drugs in
accordance with the fair share principles discussed above, and to

fix

and raise prices, and rig

bids, for numerous generic drugs. The generic drugs subject to these market allocation and

price-fixing agreements include at least the following:
Adapalene Gel

Ami loride HCLIHCT Z Tablets
Amoxici I lin I Clav ulanare Chewable Tab lets
Amphetamine/Dextroamphetamine ER (aka Mixed Amphetamine Salts)
Amphetamine/Dextroamphetamine IR
Azithromycin Oral Suspension
Azithromycin Suspension
403

Baclofen Tablets
Bethanechol Chloride Tablets
Budesonide DR Capsules
Budesonide Inhalation
Bumetanide Tablets
Buspirone Hydrochloride Tablets
Cabergoline
Capecitabine
Carbamazepine Chewable Tablets
Carbamazepine Tablets
Cefdinir Capsules
Cefdinir Oral Suspension
Cefprozil Tablets
Celecoxib
Cephalexin Suspension
Cimetidine Tablets
Ciprofl oxacin HCL Tablets
Clarithromycin ER Tablets
Clemastine Fumarate Tablets
Clonidine TTS Patch
Clotrimazole Topical Solution
Cyproheptadine HCL Tablets
Desmopressin Acetate Tablets
Deso gestre l/Ethinyl Estradio I Tablets (Kariva)
Dexmethylphenidate HCL ER Capsules
Dextroamphetamine Sulfate ER
Diclofenac Potassium Tablets
Dicloxacillin Sodium Capsules
Diflunisal Tablets
Diltiazem HCL Tablets
Disopyramide Phosphate Capsules
Doxazosin Mesylate Tablets
Drospirenone and ethinyl estradiol (Ocella)
Enalapril Maleate Tablets
Entecavir
Epitol Tablets
Estazolam Tablets
Estradiol Tablets
Ethinyl estradiol and levonorgestrel (Portia and Jolessa)
Ethosuximide Capsules
Ethosuximide Oral Solution
Etodolac ER Tablets
Etodolac Tablets
Fenof,rbrate

Fluconazole Tablets
Fluocinonide Cream

404

Fluocinonide Emollient Cream
Fluocinonide Gel
Fluocinonide Ointment
Fluoxetine HCL Tablets
Flurbiprofen Tablets
Flutamide Capsules
Fluvastatin Sodium Capsules
Gabapentin Tablets
Glimepiride Tablets
Griseofulvin Suspension
Hydroxyurea Capsules
Hydroxyzine Pamoate Capsules
Irbesartan
Isoniazid
Ketoconazole Cream
Ketoconazole Tablets
Ketoprofen Capsules
Ketorolac Tromethamine Tablets
Labetalol HCL Tablets
Lamivudin el Zidovudine (generic Combivir)
Loperamide HCL Capsules
Medroxypro gesterone Tablets
Methotrexate Tablets
Mimvey (EstradiolÆ.{orethindrone Acetate) Tablets
Moexipril HCL Tablets
Moexipri I HCL/FICT Z Tablets
Nabumetone Tablets
Nadolol Tablets
Niacin ER Tablets
Nitrofurantoin MAC Capsules
Norethindrone/ethinyl estradiol (Balziva)
Norethindrone Acetate
Nortriptyline Hydrochloride Capsules
Omega-3-Acid Ethyl Esters
Oxaprozin Tablets
Oxybutynin Chloride Tablets
Paricalcitol
Penicillin VK Tablets
Pentoxifylline Tablets
Piroxicam
Pravastatin Sodium Tablets
Prazosin HCL Capsules
Prochlorperazine Tablets
Propranolol HCL Tablets
Raloxifene HCL Tablets
Ranitidine HCL Tablets
405

Tamoxifen Citrate Tablets
Temozolomide
Tobramycin
Tolmetin Sodium Capsules
Tolterodine ER
Tolterodine Tartrate
Topiramate Sprinkle Capsules
Warfarin Sodium Tablets

1377.

These agreements are facially anticompetitive because they allocate customers for

the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Teva and its competitors. These agreements have eliminated any meaningful form

of

price competition in the market for numerous generic drugs, including those identified herein.

1378. The conspiracies substantially affected and still affect interstate commerce.
1379. The agreements constitute unreasonable restraints of trade that
under Section 1 of the Sherman Act,

l5 U.S.C.

are

per se illegal

$ 1. No elaborate analysis is required to

demonstrate the anticompetitive character of these agreements.

1380. As

a direct and proximate result of this ongoing conspiracy,

Plaintiff States,

governmental entities and/or consumers have been injured in their business or property because
they have had to purchase or reimburse for numerous generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Rekenthaler has personally enjoyed ill-gotten
gains from the sales ofthese generic drugs.

1381. As

jointly

a participant in the agreements identified above, Defendant Rekenthaler is

and severally liable for any harm caused as a result of those conspiracies.

406

COUNT THIRTY-TWO IBY CERTAIN
STATES AGAINST DEFENDANT
RICHARD (RICK) ROGERSON) _ HORIZONTAL CONSPIRACY TO ALLOCATE
MARKETS AND FIX PRICES FOR MULTIPLE GENERIC DRUGS IN VIOLATION
OF SECTION 1 OF THE SHERMAN ACT
1382. Plaintiff States repeat and re-allege every preceding allegation

as

if fully

set forth

herein.
13

83. Beginning

at least as early as 2073 , Defendant Rogerson took active steps to

facilitate market allocation and price fixing agreements between Defendant Actavis and its
competitors involving numerous generic drugs, as discussed herein

1384. Defendant Rogerson participated directly or indirectly in these conspiracies by
communicating with competitors, directing others at Actavis to communicate with competitors,
or tacitly approving of those communications by other Actavis employees, about market entry,
loss of exclusivity, price increases, supply disruptions, and other signifrcant markets events

affecting Defendant Actavis and its competitors.

1385. These communications resulted in agreements between Defendant Actavis

and

various competitors to allocate and divide customers and markets for various generic drugs in
accordance with the fair share principles discussed above, and to

fìx and raise prices, and rig

bids, for numerous generic drugs. The generic drugs subject to these market allocation and

price-fixing agreements include at least the following:
Amphetamine/Dextroamphetamine IR
Budesonide Inhalation
Buspirone Hydrochloride Tablets
Celecoxib
Ciprofloxacin HCL Tablets
Clarithromycin ER Tablets
Clonidine TTS Patch
Desmopressin Acetate Tablets
Dextroamphetamine Sulfate ER
Disopyramide Phosphate Capsules
Drospirenone and ethinyl estradiol (Ocella)
407

Estazolam Tablets
Estradiol Tablets

Flutamide Capsules
Griseofu

lvin Suspension

Hydroxyzine Pamoate Capsules
Nabumetone Tablets

Nortriptyline Hydrochloride Capsules
Propranolol HCL Tablets
Tamoxifen Citrate Tablets
Topiramate Sprinkle Capsules

1386. These agreements are facially anticompetitive because they allocate customers for
the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Actavis and its competitors. These agreements have eliminated any meaningful form

of price competition in the market for numerous generic drugs, including those identified herein.

1387. The conspiracies substantially affected and still affect interstate commerce.
1388. The agreements constitute unreasonable restraints of trade that
under Section

I of the Sherman Act, l5 U.S.C. $ 1. No elaborate analysis

are

per se illegal

is required to

demonstrate the anticompetitive character of these agreements.

1389. As

a direct and proximate result of this ongoing conspiracy,

Plaintiff States,

governmental entities and/or consumers have been injured in their business or property because

they have had to purchase or reimburse for numerous generic drugs, including those identihed
herein, at supra-competitive prices, and Defendant Rogerson has personally enjoyed ill-gotten
gains from the sales of these generic drugs.

1390. As

a participant in the agreements identified above, Defendant Rogerson is

and severally liable for any harm caused as a result ofthose conspiracies.

408

jointly

COUNT THIRTY-THREE (BY CERTAIN PLAINTIFF STATES AGAINST
DEFENDANT TRACY SULLIVAN) - HORIZONTAL CONSPIRACY TO ALLOCATE
MARKETS AND F'IX PRICES F'OR MIII,
GENERIC DRI]GS IN VTOI,ATION
OF SECTION 1 OF THE SHERMAN ACT

1391. Plaintiff

States repeat and re-allege every preceding allegation as

if fully

set forth

herein.

1392. Beginning

at least as early as 2013, Defendant Sullivan took active steps to

facilitate market allocation and price fixing agreements between Defendant Lannett and its
competitors involving certain generic drugs, as discussed herein.

1393. Defendant Sullivan participated directly or indirectly in these conspiracies by
communicating with competitors, directing others at Lannett to communicate with competitors,
or tacitly approving of those communications by other Lannett employees, about market entry,
loss of exclusivity, price increases, supply disruptions, and other significant markets events

affecting Defendant Lannett and its competitors.

1394. These communications resulted in agreements between Defendant Lannett

and

various competitors to allocate and divide customers and markets for various generic drugs in
accordance with the fair share principles discussed above, and to

fix

and raise prices, and rig

bids, for certain generic drugs. The generic drugs subject to these market allocation and price-

fixing agreements include at least the following:
Baclofen Tablets
Levothyroxine

1395. These agreements are facially anticompetitive

because they allocate customers for

the marketing and sale of generic drugs, artificially raise prices, and limit competition between
Defendant Lannett and its competitors. These agreements have eliminated any meaningful form

of price competition in the market for certain generic drugs, including those identif,red herein.

409

1396. The conspiracies substantially affected and still affect interstate commerce.
1397. The agreements constitute unreasonable restraints of trade that
under Section

I of the Sherman Act, l5 U.S.C.

are per se

illegal

$ 1. No elaborate analysis is required to

demonstrate the anticompetitive character of these agreements.

1398. As a direct and proximate result of this ongoing conspiracy, Plaintiff

States,

governmental entities andlor consumers have been injured in their business or property because

they have had to purchase or reimburse for certain generic drugs, including those identified
herein, at supra-competitive prices, and Defendant Sullivan has personally enjoyed ill-gotten
gains from the sales of these generic drugs.

1399. As a participant in the agreements identified above, Defendant Sullivan

is

jointly

and severally liable for any harm caused as a result of those conspiracies.

COUNT THIRTY-FOUR _ SUPPLBMENTAL STATE LAW CLAIMS

a"t
1400. Plaintiff

State of Connecticut repeats and re-alleges each and every preceding

allegation as if fully set forth herein.

1401. Defendants' actions

as alleged herein violate the Connecticut

Antitrust Act, Conn

Gen. Stat. $$ 35-26 and35-28, in that they have the purpose and/or effect of unreasonably

restraining trade and commerce within the State of Connecticut and elsewhere.

1402. Defendants' actions

as alleged herein have damaged,

directly and indirectly, the

prosperity, welfare, and general economy of the State of Connecticut and the economic well
being of a substantial portion of the People of the State of Connecticut and its citizens and
businesses at large.

Plaintiff State of Connecticut seeks recovery of such damages

410

as parens

patriae on behalf of the State of Connecticut and the People of the State of Connecticut pursuant

to Conn. Gen. Stat. $ 35-32(c)(2).

1403. Defendants'acts

and practices as alleged herein constitute unfair methods

of

competition in violation of the Connecticut Unfair Trade Practices Act, Conn. Gen. Stat. $ 42-

l 10b.

1404. Plaintiff
$ 35-34,

State of Connecticut seeks injunctive relief pursuant to Conn. Gen. Stat.

civil penalties pursuant to Conn. Gen. Stat.

$ 35-38

for each and every violation of the

Connecticut Antitrust Act, civil penalties pursuant to Conn. Gen. Stat. ç 42-110o of $5,000 for
each and every

willful violation of the Connecticut Unfair Trade

Practices Act, an order pursuant

to Conn. Gen. Stat. ç 42-l l0m requiring Defendants to submit to an accounting to determine the
amount of improper compensation paid to them as a result of the allegations in the Complaint,
disgorgement of all revenues, profits and gains achieved in whole or in part through the unfair
methods of competition complained of herein, pursuant to Conn. Gen. Stat. $ 42-l l0m,
reasonable attorney's fees pursuant to Conn. Gen. Stat. ç 42-l l0m, and such other and further

relief

as

this Court deems just and equitable.

Alabama

1405. Plaintiff

State of Alabama repeats and re-alleges each and every preceding

allegation as if fully set forth herein.

1406. The acts and practices by Defendants constitute unconscionable

acts in violation

of the Alabama Deceptive Trade Practices Act, Code of Alabama,l975, $ 8-19-5(27) for which
the State of Alabama is entitled to relief.

411

Alaska
1407

.

Plaintiff State of Alaska repeats and re-alleges each and every preceding

allegation as if fully set forth herein.

1408. The aforementioned practices by Defendants are in violation of the Alaska
Restraint of Trade Act, AS 45.50.562 et seq., and these violations had impacts within the State

of

Alaska and have substantially affected the people of Alaska. Specifically, the defendants
conspired to allocate market share and to

fix

and raise prices of generic pharmaceuticals resulting

in a restraint of trade or commerce. Plaintiff State of Alaska is entitled to relief for these
violations under AS 45.50.5 7 6-.580.

1409. The aforementioned practices by Defendants are in violation of the Alaska Unfair
Trade Practices and Consumer Protection Act, AS 45.50.471(bX11) and (bX12), and these

violations had impacts within the State of Alaska and have substantially affected the people of
Alaska. Specifically, the defendants' conduct in allocating market share and in fixing and raising
prices, as described in the preceding paragraphs, deceived and damaged Alaskans by causing
them to pay increased prices for generic pharmaceuticals. Further, the defendants deceived and
defrauded Alaskans and omitted a material fact, namely their anti-competitive conduct, when

selling their product to wholesalers and pharmacies knowing this would increase the cost to
consumers. Plaintiff State of Alaska is entitled to relief for these violations under AS 45.50.501,
.537, and .551.

Arizona
1410. Plaintiff State of Arizonarepeats and re-alleges each and every preceding
allegation as if fully set forth herein.

4t2

141

l.

Defendants' actions as alleged herein violate the Arizona State Uniform Antitrust

Act, Ariz. Rev. Stat. $ 44-1401, et seq.

1412. Plaintiff State of Arizona brings this action pursuant to A.R.S. gg 44-1407 and
1408, and seeks relief, including but not limited to injunctive relief, civil penalties, other
equitable relief (including but not limited to disgorgement), fees and costs, and such other relief
as

this Court deems just and equitable.

1413. Defendants engaged in deception, deceptive or unfair acts or practices, fraud,
false pretense, false promise, misrepresentation, or concealment, suppression or omission

of

material facts with the intent that others rely upon such concealment, suppression or omission, in
connection with the sale or adveftisement of generic drugs in violation of the Arizona Consumer
Fraud Act, A.R.S. $$ 44-152144-1531, including but not limited to:

a.

Defendants engaged in deceptive and unfair acts and practices by omitting from

their customers and from end-users the fact that Defendants were engaged in an
overarching conspiracy to improperly allocate the markets for generic drugs
amongst competitors and maintain anti-competitively high prices for generic
drugs.

b.

Defendants engaged in deceptive and unfair acts and practices by misrepresenting

to their customers and other market participants the reasons for their price
increases and refusals to submit bids to supply generic drugs, by attributing these

actions to supply issues, among other things, instead of to their unlawful
agreements with competitors to maintain their "fair share" of the market or inflate
prices.

4t3

1414. The unfair acts and practices alleged in the preceding paragraphs caused or were
likely to cause substantial injury to consumers that was not reasonably avoidable by consumers
and was not outweighed by countervailing benefits to consumers or to competition.

1415. Defendants' violations of the Arizona Consumer Fraud Act were willful, in that
they knew or should have known that their conduct was of the nature prohibited by A.R.S. $441522.

1416. Plaintiff

State of Arizona brings this action pursuant to A.R.S. $$ 44-1528 and

1531, and seeks relief, including but not limited to injunctive relief, restitution, disgorgement and
other equitable relief, civil penalties, fees and costs, and such other relief as this Court deems just
and equitable.

Colorado
1417

.

Plaintiff State of Colorado repeats and realleges each and every preceding

allegation as if fully set forth herein.

1418. Defendants' actions violate,
under, the Colorado Antitrust Act

l4l9.

and

Plaintiff State of Colorado is entitled to relief

of 1992, ç 6-4-101, et seq., Colo. Rev.

Stat.

Plaintiff State of Colorado seeks relief including, but not limited to, equitable

relief, damages on behalf of the Colorado Department of Health Care Policy and Financing, and
all other relief allowed by law, including attorneys' fees and costs.
Delaware

1420. Plaintiff

State of Delaware repeats and re-alleges each and every preceding

allegation as if fully set forth herein.

1421. The aforementioned practices by defendants constitute violations of Section 2103
of the Delaware Antitrust Act, 6 Del. C. $ 2101, et seq.

414

1422. Plaintiff State of Delaware through the Attorney General brings this action
pursuant to Sections 2105 and 2707 , and seeks civil penalties and equitable relief pursuant to
Section 2107 of the Delaware Antitrust Act, 6 Del. C. $ 2101, et seq.

Florida
1423. The State ofFlorida repeats and re-alleges each and every preceding allegation as

if fully

set forth herein.

1424. This is an action that alleges

a

violation of the Florida Antitrust Act, Section

542.18, and the Florida Deceptive and Unfair Trade Practices Act, Section 501.201, et seq. The
State of Florida is entitled to relief, including, but not limited to, damages, disgorgement,

civil

penalties, equitable relief, injunctive relief, attorneys' fees and costs resulting from the

Defendants' conduct as stated above, for allpurchases of pharmaceuticals by the State of Florida
and its government entities and municipalities, Florida businesses, and individual consumers.

1425. Minnesota Multistate Contracting Alliance for Pharmacy ("MMCAP") purchases
pharmaceuticals directly from Defendants andlor has an assignment of antitrust claims from

Cardinal Health, Inc. ("Cardinal"). The State of Florida purchases generic drugs from MMCAP
and has a similar assignment from

MMCAP for any claims MMCAP may have for violations of

the antitrust laws. As a result of these assignments, any claims for violations of federal and/or
state antitrust laws that

MMCAP and/or Cardinal may have had have been assigned to the State

of Florida when the claims relate to purchases by the State of Florida.

1426. Defendants knowingly

- that is, voluntarily and intentionally -

entered into a

continuing agreement, understanding, and conspiracy to raise, fix, maintain, and/or stabilize the
prices charged for pharmaceuticals during the Relevant Period, continuing through the filing of
this Complaint.

41s

1427

.

Defendants directly and indirectly sold pharmaceuticals to the State of Florida and

its government entities and municipalities, Florida businesses, and individual consumers.

1428. The State of Florida and its govemment entities and municipalities, and Florida
individual consumers have been injured and will continue to be injured by paying more for
pharmaceuticals purchased directly and/or indirectly from the Defendants and their coconspirators than they would have paid in the absence of the conspiracy.

1429. As

a direct and proximate result of the Defendants' conduct, the State

of Florida

and its government entities and municipalities, and Florida individual consumers have been
harmed and

will

continue to be harmed by paying supra-competitive prices for pharmaceuticals

that they would not had to pay in the absence of the Defendants' conduct as alleged herein.

1430. The sale of pharmaceuticals in the State of Florida involves trade or commerce
within the meaning of the Florida Antitrust Act and the Florida Deceptive and Unfair Trade
Practices Act.

1431. Defendants' combination, conspiracy, acts, and practices, or the effects thereof,
are continuing and

will continue and are likely to recur

unless permanently restrained and

enjoined.

1432. The combination, conspiracy, acts, and practices alleged herein constitute unfair
methods of competition in violation of the Florida Deceptive and Unfair Trade Practices Act,
501. 201, et seq, Florida Statutes.

1433. Further, Defendants' actions offend established public policy and are immoral,
unethical, oppressive, unscrupulous, or substantially injurious to Florida governmental entities,
to municipalities in the State of Florida, and to consumers in the State of Florida in violation of
Section 507.204, Florida Statutes.

416

Hawaii

1434. Plaintiff State of Hawaii

repeats and re-alleges each and every preceding

allegation as if fully set forth herein.

1435. The aforementioned practices by Defendants negatively affected competition by
unlawfully restraining trade or commerce, or having the purpose or effect of fixing, controlling
or maintaining prices, allocating or dividing customers or markets, fixing or controlling prices or

bidding for public or private contracts, or otherwise thwarting genuine competition in generic
drug markets, in violation of Chapter 480, Hawaii Revised Statutes.

1436. Section 480-2, Hawaii Revised

Statutes, provides that

"fu]nfair methods of

competition and unfair or deceptive acts or practices in the conduct of any trade or commerce are

unlawful."

1437. The aforementioned practices by Defendants were and

are deceptive acts or

practices because they involve representations, omissions, and/or practices that were and are

material, and likely to mislead entities acting reasonably under the circumstances.

1438. The aforementioned practices by Defendants: were

and are unfair because they

offend public policy as established by statutes, the common law, or otherwise; were and are
immoral, unethical, oppressive, unscrupulous, or substantially injurious to consumer and entities
affected by Defendants' practices; and were and are unfair competitive conduct.

1439. The aforementioned practices are unfair or deceptive acts or practices and unfair
methods of competition in violation of section 480-2, Hawaii Revised Statutes.

1440. Plaintiff State of Hawaii is entitled to: injunctive relief pursuant to section 48015, Hawaii Revised Statutes, and other equitable relief (including but not limited to restitution
and disgorgement of Defendants' ill-gotten gains);

417

civil penalties pursuant to section 480-3.1,

Hawaii Revised Statutes; threefold the actual damages sustained by government agencles; as
parens patriae on behalf of natural persons residing in the State for threefold damages for injuries

sustained by such natural persons to theirproperty by reason ofany violation ofchapter 480; and
reasonable attorney fees and costs.

Idaho

1441. Plaintiff
as

State of Idaho repeats and re-alleges each and every preceding allegation

if fully set forth herein.

1442. Defendants' actions

as alleged herein violate the Idaho Competition

Act, Idaho

Code $ 48-104, in that they have the purpose andlor the effect of unreasonably restraining Idaho
commerce, as that term is def,rned by Idaho Code $ 48-103(1).

1443. For each and every violation alleged herein, Plaintiff

State of Idaho, on behalf

of

itself, its state agencies, and persons residing in ldaho, is entitled to all legal and equitable relief
available under the Idaho Competition Act, Idaho Code $$ 48-108, 48-112, including, but not
limited to, injunctive relief, actual damages or restitution, civil penalties, disgorgement,
expenses, costs, attorneys' fees, and such other and further relief as this Court deems just and

equitable.

1444. Defendants' actions constitute per

se

violations of Idaho Code $ 48-104. Pursuant

to Idaho Code $ 48-108(2), Plaintiff State of Idaho, as parens patriae on behalf of persons
residing in ldaho, is entitled to treble damages for the per se violations of Idaho Code $ 48-104.

Illinois
1445. Plaintiff

State of

Illinois repeats and re-alleges each and every preceding

allegation as if fully set forth herein.

418

1446. Defendants' actions

as alleged herein violate sections 3(1), 3(2) and 3(3) of the

Illinois Antitrust Ãct,740ILCS 10/1 et seq.
1447

.

Plaintiff State of Illinois, under its antitrust enforcement authority in 740 ILCS

l0/7, seeks relief,, including but not limited to damages, for Illinois consumers and Illinois

state

entities that paid for one or more of the drugs identified in this Complaint during the relevant

period and thereby paid more than they would have paid but for Defendants' unlawful conduct.

Plaintiff State of Illinois also seeks, and is entitled to, injunctive relief, civil penalties, other
equitable relief (including but not limited to disgorgement), fees and costs, and any other remedy

available for these violations under sections

7

(l), 7 (2), and 7 (4) of the Illinois Antitrust Act.

Indiana

1448. Plaintiff

State of Indiana repeats and re-alleges each and every preceding

allegation as if fully set forth herein.

1449. The aforementioned practices

are a violation of Chapter Two of the Indiana

Antitrust Act, Ind. Code $ 24-l-2-1, and the Plaintiff State of Indiana seeks recovery pursuant to

r.c. ç 24-t-2-s.
1450. The aforementioned practices are a violation of Chapter One of the Indiana
Antitrust Act, I.C. $ 24-1-1-1, and the Plaintiff State of Indiana seeks recovery pursuant to I.C.

24-l-l-2

and IC $

$

24-l-l-5.1.

1451. The aforementioned practices are unfair and/or deceptive acts by a supplier in the
context of a consumer transaction in violation of the Indiana Deceptive Consumer Sales Act, I.C.
$ 24-5-0.5-3 and the

Plaintiff State of Indiana seeks recovery pursuant to IC

1452. Plaintiff
$

$ 24-5-0.5-4.

State of Indiana under its authority in I.C. 5 24-l-2-5,1.C. $ 24-l

-l-2,IC

24-1-l-5.1 and I.C. $ 24-5-0.5-4 seeks relief, including but not limited to damages, for Indiana

419

consumers and Indiana state entities that paid for one or more of the drugs identified in this

Complaint during the relevant period and thereby paid more than they would have paid but for
Defendants' unlawful conduct. Plaintiff State of Indiana also seeks, and is entitled to, civil
penalties, injunctive relief, other equitable relief (including but not limited to disgorgement), fees
and costs and any other remedy available for these violations under the Indiana Antitrust Act and

the Indiana Deceptive Consumer Sales Act.

Iowa

1453 Plaintiff State of Iowa repeats
as

and re-alleges each and every preceding allegation

if fully set forth herein.
1454. The alleged practices by Defendants were in violation of the Iowa Competition

Law, Iowa Code Chapter 553.

1455. Iowa

seeks an injunction and divestiture of profits resulting from these practices

pursuant to Iowa Code $ 553.12, and civil penalties pursuant to Iowa Code $ 553.13.

1456. Defendants'

acts and practices as alleged herein also constitute deceptive and/or

unfair practices in violation of the Iowa Consumer Fraud Act, Iowa Code $ 7|al6Q)@).
1457

.

Pursuant to Iowa Code $ 714.16(7), the State of Iowa seeks disgorgement,

restitution, and other equitable relief for these violations. In addition, pursuant to Iowa Code
$ 714.16(11), the

Attorney General seeks reasonable fees and costs for the investigation and

litigation.
Kansas

i458. Plaintiff

State of Kansas repeats and re-alleges each and every preceding

allegation as if fully set forth herein.

420

1459. The aforementioned practices by Defendants were and are in violation of the
Kansas Restraint of Trade Act, Kan. Stat. Ann. $$ 50-101 et seq.

1460. The State of Kansas seeks relief on behalf of itself and its agencies and

as parens

patriae on behalf of its residents, pursuant to Kan. Stat. Ann. $$ 50-103 and 50-762.

1461. Kansas governmental entities and residents

are entitled to money damages

regardless of whether they purchased one or more of the drugs identified in this Complaint

directly or indirectly from Defendants, pursuant to Kan. Stat. Ann. $ 50-161(b).

1462. The State of Kansas is entitled to injunctive relief, civil penalties, restitution,
treble damages, reasonable expenses and investigative fees, reasonable attorney fees and costs,
and any other appropriate relief the court so orders, pursuant to Kan. Stat. Ann. $$ 50-103, 50160, and 50-161.

Kentucky

1463. Plaintiff Commonwealth of Kentucky
preceding allegation as if

fully

repeats and re-alleges each and every

set forth herein. The aforementioned acts or practices by

Defendants violate the Consumer Protection Act, Ky. Rev.Stat.Ann.$ 367.110 et seq. ("KCPA")

1464. Defendants, by distributing, marketing and selling generic pharmaceutical drugs
to consumers through wholesalers and distributors, pharmacy and supermarket chains, and other
resellers of generic pharmaceutical drugs and otherwise engaging in the conduct described herein

with respect to the generic pharmaceutical drugs identified herein, are engaging in trade or
commerce that harmed the Commonwealth and consumers within the meaning of Ky.Stat.Ann.

ç367.170.

1465. Defendants impaired consumer choice in each generic drug market identified
herein in what should have been a freely competitive marketplace for the generic pharmaceutical

421

drugs identified herein. Defendants have deprived consumers of being able to meaningfully
choose from the options a competitive market would have provided.

1466. The Defendants agreed to, and did in fact, act in restraint of trade or commerce in
each generic drug market identif,red herein, by affecting,

fixing, controlling andlor maintaining at

artificial and non-competitive levels, the prices at which the generic pharmaceutical drugs
identified herein were sold, distributed or obtained. Such conduct has been and is unfair under
the KCPA.
1467

.

Defendants have misrepresented the absence of competition in each generic drug

market identified herein. By misrepresenting andlor omitting material facts concerning the
absence of competition in each generic drug market identified herein, the Defendants misled the

Commonwealth that prices for the numerous generic pharmaceutical drugs identified herein were
competitive and fair. Defendants' conduct has been misleading and/or had a tendency to deceive.

1468. The Defendants' misrepresentations
following effects:

(l)

and omission of material facts had the

generic drug price competition was restrained, suppressed and eliminated;

(2) generic drug prices were raised, fixed, maintained and stabilized at artificially-high levels; (3)
the Commonwealth was deprived of free and open markets; and (4) the Commonwealth and
consumers paid supra-competitive, artificially inflated prices for the generic pharmaceutical
drugs identified herein. The Defendants' misrepresentations and omissions of material facts have
caused Commonwealth harm in paying more for generic pharmaceutical drugs identified herein.

1469. Defendants violated the KCPA:

a.

Each time Defendants agreed to allocate the market for specific drugs in
the generic pharmaceutical drug market as set forth above;

422

b.

Each time Defendants agreed to

fix prices on the specified drugs in the

specified drug markets as set forth above;

c.

Each time a Defendant failed to disclose the existence of a market

allocation agreement and/or a price-fixing agreement involving any of the
numerous generic pharmaceutical drugs identified herein;

d.

Each time a Defendant submitted false or misleading cover bids and/or

offers to their customers and wholesalers;

e.

Each time a Defendant provided false or misleading statements to

prospective customers related to supply capacity or reasons for bidding or
not bidding;

f.

Each time a request for reimbursement was made to the Commonwealth

for any of the numerous generic pharmaceutical drugs identified herein;
and

g.

Each time the Comrnonwealth or its consumers paid an

artificially inflated

price for any of the numerous generic pharmaceutical drugs identified
herein the Defendants' distributed, marketed or sold.

1470. The above described
Ky.Stat.Ann.

$3

conduct has been and is

willful within the meaning of

67.990.

1471. The Commonwealth

states that the public interest is served by seeking a

permanent injunction to restrain the acts and practices described herein. The Commonwealth and

its citizens will continue to be harmed unless the acts and practices complained of herein are
permanently enjoined pursuant to Ky.Stat.Ann. $367.190. Fufther, the Commonwealth seeks
restitution to the Commonwealth and/or disgorgement pursuant to Ky.Stat.Ann.$$ 367.190 -.200

423

The Commonwealth seeks a civilpenalty of up to $2,000 for each such

willful violation, or

$10,000 for each such violation directed at a person over 60 pursuant to Ky.Stat.Ann.$ 367.990.

Uni.@,richment
1472, Defendants have been unjustly enriched

as a result of the conduct set forth herein.

The Commonwealth and consumers were purchasers, reimbursers and/or end-payors

of

Defendants' generic pharmaceutical drugs identified herein and have paid, at their expense,
amounts far in excess of the competitive prices for such drugs that would have prevailed in a

competitive and fair market.

1473. For those customers that purchase directly or indirectly from Defendants at
artificially inflated and supra-competitive prices, Defendants have increased prices above what
would have prevailed in a competitive and fair market; thereby, directly benefiting Defendants in
the form ofincreased revenues.

1474. Defendants knew of, and appreciated and retained the benefrts of Commonwealth
and consumers' purchases of any of the Defendants' generic pharmaceutical drugs identifîed

herein at amounts far in excess of the competitive price.

1475. Based on Defendants' conduct set for herein, it would be inequitable and unjust
for Defendants to retain such benefits without payment of value. Defendants will be unjustly
enriched if they are permitted to retain the direct or indirect benefits received resulting from the
purchase of any of the generic pharmaceutical drugs identified herein by the Commonwealth.
The Commonwealth therefore seeks to recover the amounts that unjustly enriched the

Defendants. The Commonwealth is entitled to equitable relief in the form of an injunction and
disgorgement, and any other relief the Court deems appropriate.

424

Louisiana

1476. Plaintiff State of Louisiana repeats and re-alleges each and every preceding
allegation as if fully set forth herein.
1477

.

The practices of Defendants described herein are in violation of the Louisiana

Monopolies Act, LSA-R.S. 51:121 et seq., and the Louisiana Unfair Trade Practices Act, LSAR.S.51:1401 et. seq.

1478. Plaintiff

State of Louisiana is entitled to injunctive relief and

civil penalties under

LSA-R.S. 5l:1407 as well as damages, disgorgement and any other equitable relief that the court
deems proper under LSA-R.S. 5l:1408.

Maine
1479

'

Plaintiff State of Maine repeats and re-alleges each and every preceding

allegation as if fully set forth herein.

1480.

The aforementioned practices by Defendants are in violation of the Maine

Monopolies and Profiteering Law, 10 M.R.S.A $$

l10l

and 1102, and Plaintiff State of Maine is

entitled to all available relief for these violations under l0 M.R.S.A. $ I104, including, without

limitation, treble damages for Maine governmental and consumer purchasers, civil penalties,
injunctive relief, attorney's fees, investigative and litigation costs, and any other appropriate
injunctive and equitable relief.

Maryland
1481. Plaintiff State of Maryland repeats and re-alleges each and every preceding
allegation as if fully set forth herein.

425

1482. The aforementioned practices by Defendants were and are in violation of the
Maryland Antitrust Act, Md. Com. Law Code Ann. $$ l1-201 et seq. These violations
substantially affect the people of Maryland and have impacts within the State of Maryland.

1483. Plaintiff

State of Maryland brings this action against Defendants in the following

capacities:

a.

Pursuant to Md. Com. Law Code Ann. $ 11-209(a) in its sovereign
capacity for injunctive relief, civil penalties, restitution, disgorgement and

all other available equitable remedies;

b.

Pursuant to Md. Com Law Code Ann. $ l1-209(b)(5) as parens patriae on

behalf of persons residing in Maryland. These persons are entitled to three
times the amount of money damages sustained regardless of whether they
have purchased generic pharmaceuticals directly or indirectly from

Defendants. Md. Health Gen. Code Ann. $ 2l-1114.

1484. Plaintiff State of Maryland also seeks, pursuant to Md. Com. Law Code Ann.
$ 11-209(b), reimbursement of reasonable attorney's fees, expert fees and costs.
Massachusetts

1485. Plaintiff Commonwealth of Massachusetts repeats
preceding allegation as

and re-alleges each and every

if fully set forth herein.

1486. The aforementioned practices by Defendants, including but not limited to
agreements in restraint of trade and/or attempted agreements in restraint of trade, constitute

unfair methods of competition and/or unfair or deceptive acts or practices in trade or commerce
in violation of the Massachusetts Consumer Protection Act, M.G.L c. 93A, $ 2 et seq.

426

1487

.

Defendants knew or should have known that their conduct violated the

Massachusetts Consumer Protection Act, M.G.L c. 934, $ 2 et seq.

1488. Plaintiff Commonwealth of Massachusetts is entitled to relief under M.G.L.
934,

$ 4, including,

c.

without limitation, damages and restitution to Massachusetts consumers and

Massachusetts governmental purchasers; civil penalties for each violation committed by the
Defendants; injunctive relief and other equitable relief including, without limitation,
disgorgement; fees and costs including, without limitation, costs of investigation, litigation, and

attorneys' fees; and any other relief available under M.G.L. c. 934, $ 4.

1489. Plaintiff Commonwealth of Massachusetts notified the Defendants of this
intended action at least five days prior to the commencement of this action and gave the
Defendants an opportunity to confer in accordance with M.G. L. c. 934, $ 4.

Micþjs
1490. Plaintiff

State of Michigan repeats and re-alleges each and every preceding

allegation as if fully set forth herein.

1491. The State of Michigan brings this action both on behalf of itself, its

State

Agencies, and as parens patriae on behalf of natural persons, pursuant to Mich. Comp. Laws
$14.28, and $14.101, to enforce public rights and to protect residents and its general economy
against violations of the Michigan Antitrust Reform Act, Mich. Comp. Laws $ 445.771, et seq.,
and the common law of the State of Michigan.

1492. The aforementioned practices by Defendants were and are in violation of the
Michigan Antitrust Reform Act, Mich. Comp. Laws $ 445.771, et seq., and the common law of
the State of Michigan. As a result of Defendant's unfair, unconscionable, or deceptive methods,
acts, or practices in the conduct oftrade and Defendants' conspiracy to restrain trade for the

427

purpose of excluding or avoiding competition, all as more

fully described above, the Plaintiff

State of Michigan, its agencies, and consumers have suffered and been injured in business and

property by reason of having to purchase or reimburse at supra-competitive prices as direct and
indirect purchasers and will continue to suffer ascertainable loss and damages in an amount to be
determined attrial.

1493. Accordingly, Plaintiff State of Michigan on behalf of itself, its agencies, and

as

parens patriae on behalf of its consumers affected by Defendants' illegal conduct, is entitled to

relief including but not limited to injunctive relief and other equitable relief (including but not
limited to disgorgement), civil penalties, damages, costs and attorney fees.
Minnesota

1494. Plaintiff State of Minnesota repeats and re-alleges each and every preceding
allegation as if fully set forth herein.

1495. Defendants'

acts as alleged herein violate the Minnesota Antitrust Law

Minn. Stat. $$ 325D.49-.66. Plaintiff State of Minnesota

seeks

of 1971,

relief, including but not limited

to:
a.

damages for itself, its state agencies that paid for the generic
pharmaceutical drugs identified herein, and as parens patriae on behalf of
its consumers. Plaintiff State of Minnesota is entitled to damages under
Minn. Stat. $ 8.31, subd. 3a and treble damages under Minn. Stat.
$ 325D.57;

b.

disgorgement under Minn. Stat. g 325D.59 and Minn. Stat. Ch. 8;

c.

injunctive relief under Minn. Stat. $$ 325D.58 and Minn. Stat. g 8.31,
subd. 3;

d.

costs and reasonable attorneys'fees under Minn. Stat. $ 325D.57 and

Minn. Stat. $ 8.31, subd.3a;and
e.

civil penalties under Minn. Stat. g 325D.56 and Minn. Stat. g 8.31, subd.

428

1496. The Defendants deceptively misrepresented to Plaintiff State of Minnesota, its
state agencies and Minnesota consumers that Defendants' pricing at which the numerous generic

pharmaceutical drugs identified herein were sold, distributed or obtained in Minnesota was

competitive and fair.

1497. The Defendants' deceptive misrepresentations and failure to disclose material
facts had the following effects:

(l)

generic drug price competition was restrained, suppressed and

eliminated throughout Minnesota; (2) generic drug prices were raised, fixed, maintained and
stabilized at artificially-high levels throughout Minnesota; (3) Plaintiff State of Minnesota, its
state agencies and Minnesota consumers were deprived of free and open markets; and (4)

Plaintiff State of Minnesota, its state agencies and Minnesota consumers paid supra-competitive,
artificially inflated prices for the numerous generic pharmaceutical drugs identified herein.
1498. The Defendants' deceptive misrepresentations and failure to disclose material
facts have caused Plaintiff State of Minnesota, its state agencies, and Minnesota consumers to

suffer and to continue to suffer loss of money or property, real or personal, by means of
Defendants' use or employment of deceptive commercialpractices as set forth above.

1499. Defendants violated the deceptive trade practices laws of Minnesota:

a.

Each time a Defendant failed to disclose the existence of a market
allocation agreement and/or a price-fixing agreement involving any of the
numerous generic pharmaceutical drugs identified herein;

b.

Each time a Defendant submitted false or misleading cover bids and/or
offers to their customers and wholesalers;

c.

Each time a Defendant provided false or misleading statements to
prospective customers related to supply capaciiy or reasons for bidding or

not bidding;

d.

Each time Plaintiff State of Minnesota, its state agencies and Minnesota
consumers paid an artificially inflated price for any of the numerous
generic pharmaceutical drugs identified herein; and
429

Each time a request for reimbursement was made to Minnesota for any
the numerous generic pharmaceutical drugs identified herein.

e

of

1500. The Defendants' conduct is unlawful pursuant to the Uniform Deceptive Trade
Practices Act

of

1973,

Minn. Stat. $$ 325D.43-.48 and Minn. Stat. Ch. 8. The aforesaid methods,

acts or practices constitute deceptive acts under this Act, including, but not limited to:
a.

Representing "that goods or services have sponsorship, approval,
characteristics, ingredients, uses, benefits, or quantities that they do not
have or that a person has a sponsorship, approval, status, affiliation, or
connection that the person does not have" in violation of Minn. Stat.
ç 325D.44, subd. l(5);

b.

Representing"that goods or services are of a particular standard, quality,
or grade, or that goods are of a particular style or model, if they are of
another" in violation of Minn. Stat. $ 325D.44, subd. 1(7); and

c.

Engaging "in any other conduct which similarly creates a likelihood of
confusion or of misunderstanding" in violation of Minn. Stat. $ 325D.44,
subd. 1(13).

1501. Some or all of these violations by Defendants were willful
1502. Plaintiff

State of Minnesota seeks relief for violations of the Uniform Deceptive

Trade Practices Act of 1973, Minn. Stat. $$ 325D.43-.48 including but not limited to:
a.

damages for itself, its state agencies that paid for the generic
pharmaceuticaldrugs identihed herein, and as parens patriae on behalf of
its consumers under Minn. Stat. $ 325D.45, subd. 3 and Minn. Stat. $ 8.31,
subd. 3a;

b.

disgorgement under Minn. Stat. $ 325D.45, subd. 3, Minn. Stat. Ch. 8, and

Minnesota common law;
c

injunctive relief under Minn. Stat. $ 325D.45, subd. 1 and Minn. Stat.
$ 8.31, subd.3;

d.

costs and reasonable attorneys' fees under Minn. Stat. $ 325D.44 and
Minn. Stat. $ 8.31, subd. 3a;and

e

civil penalties under Minn. Stat. $ 8.31, subd. 3.

430

1503. By reason of the foregoing, the Defendants have been unjustly enriched

as a result

of the conduct set forth herein with respect to Plaintiff State of Minnesota, its state agencies that
paid for the generic pharmaceutical drugs identified herein, and its consumers.

1504. Plaintiff State of Minnesota, its state agencies that paid for the generic
pharmaceutical drugs identified herein, and its consumers were purchasers, reimbursers and/or
end-payors of Defendants' generic pharmaceutical drugs identified herein and have paid amounts

far in excess of the competitive prices for such drugs that would have prevailed in a competitive
and fair market.

1505. Defendants knew of and appreciated, retained, or used, the benefits of Plaintiff
State of Minnesota, its state agencies that paid for the generic pharmaceutical drugs identified

herein, and its consumers'purchases of any of the Defendants'generic pharmaceutical drugs

identified herein at amounts far in excess of the competitive price. Defendants engaged in the
conduct described herein to allocate or preserve the market share of the numerous generic
pharmaceutical drugs identified herein thereby increasing their sales and profits.

1506. For those customers that purchase directly or indirectly from Defendants

at

artificially inflated and supra-competitive prices, Defendants have increased prices above what
would have prevailed in a competitive and fair market; thereby, directly benefiting Defendants in
the form of increased revenues.
1507

.

Based on Defendants' conduct set forth herein, it would be inequitable and unjust

for Defendants to retain such benefits without payment of value.

1508. Defendants will be unjustly enriched if they

are permitted to retain the direct or

indirect benefits received or used resulting from the purchase of any of the numerous generic
pharmaceutical drugs identified herein by Plaintiff State of Minnesota, its state agencies that paid

43t

for the generic pharmaceutical drugs identifìed herein, and its consumers. Plaintiff State of
Minnesota, on behalf of itself, its state agencies that paid for the generic pharmaceutical drugs
identified herein, and as parens patriae on behalf of its consumers, seeks to recover the amounts
that unjustly enriched the Defendants.

1509. Plaintiff State of Minnesota seeks relief, on behalf of itself, its state agencies that
paid for the generic pharmaceutical drugs identified herein, and as parens patriae on behalf of its
consumers, and is therefore entitled to equitable relief in the form of an injunction, restitution
and disgorgement and any other relief the Court deems appropriate under Minn. Stat. Ch. 8 and

Minnesota common law for unjust enrichment.

Mississipni
15

10.

Plaintiff State of Mississippi repeats and re-alleges each and every preceding

allegation as if fully set forth herein.

l5l 1.

Defendants' acts violate Miss. Code Ann. ç 75- 21-l et seq., and Plaintiff State

Mississippi is entitled to relief under Miss. Code Ann. g 75-

2l-l

of

et seq.

1512. The aforesaid conduct was not only anti-competitive but was also unfair and
deceptive to the consumers of the State of Mississippi, therefore Defendants'acts violate the

Mississippi Consumer Protection Act, Miss. Code Ann. ç 75-24-1, et seq., and Plaintiff State of

Mississippi is entitled to relief under the Mississippi Consumer Protection Act, Miss. Code Ann.
ç 75-24-1, et seq.

1513. Pursuant to Miss.

Code Ann. ç 75-21-1 et seq., and the Mississippi Consumer

Protection Act, Miss. Code Ann. 5 75-24-1, et seq., Plaintiff State of Mississippi seeks and is
entitled to relief, including but not limited to injunctive relief, damages, restitution,

432

disgorgement, civil penalties, costs, attorney fees, and any other just and equitable relief which

this Court deems appropriate.

Missouri

1514. Plaintiff State of Missouri repeats

and re-alleges each and every preceding

allegation as if fully set forth herein.

1515. The aforementioned practices by Defendants violate the Missouri Antitrust Law,
Missouri Rev. Stat. $$ 416.011 et seq., and Missouri's Merchandising Practices Act, Missouri
Rev. Stat. $$ 407.010 et seq., as further interpreted by 15 CSR 60-8.0i0 et seq. and 15 CSR 609.01 et seq., and the State of Missouri is entitled to an injunction, disgorgement, civil penalties
and any other relief available under the aforementioned Missouri statutes and regulations.

1516. The State of Missouri also seeks its costs and attorney fees incuned in the
prosecution of this action.

Montana

1517. Plaintiff

State of Montana repeats and re-alleges each and every preceding

allegation as if fully set forth herein.

1518. Defendants' acts and practices described in this Complaint violate Montana's
Unfair Trade Practices and Consumer Protection Act, Mont Code Ann. $ 30-14-101 et seq.,
including $ 30-14-103, and Unfair Trade Practices Generally, Mont. Code Ann. g 30-14-201 et
seq., including $ 30-14-205.

1519. Mont. Code Ann

$ 30-14-103 prohibits unfair methods of competition and unfair

or deceptive acts or practices in the conduct of any trade or commerce. Mont. Code Ann. $ 3014-102(8) defines the terms "ttade" and "commerce" as meaning "the advertising, offering for
sale, sale, or distribution of any services, any property, tangible or intangible, real, personal, or

433

mixed, or any other article, commodity, or thing of value, wherever located, and includes any
trade or commerce directly or indirectly affecting the people of this state."

1520. Montana's standard for'unfairness'as prohibited under Mont. Code Ann.

$ 30-

l4-103 is articulated in Rohrer v. Knudson,203 P.3d 759 (Mont. 2009) as an act or practice
which "offends established public policy and which is either immoral, unethical, oppressive,
unscrupulous or substantially injurious to consumers."

1521. Mont

Code Ann. $ 30-14-205 states that

it is unlawful for a person or group of

persons, directly or indirectly:

(1)

to enter an agreement for the purpose of fixing the price or regulating the
production of an article of commerce;

(2)

for the purpose ofcreating or carrying out any restriction in trade to: (a)

limit productions; (b) increase or reduce the price of merchandise or
commodities; (c) prevent competition in the distribution or sale of
merchandise or commodities; (d)

fix a standard or figure whereby

the

price of an article of commerce intended for sale, use, or consumption will
be in any way controlled.

1522. Defendants' anticompetitive and unfair andlor deceptive acts and practices in the
marketing and sale of pharmaceuticals as described in this Complaint occurred in the conduct of

"trade" and "commerce" as defined by Montana law.

1523. Defendants' anticompetitive

and unfair and/or deceptive acts and practices in the

marketing and sale of pharmaceuticals as described in this Complaint offend established public

policy. Those

acts and practices are also unethical, oppressive, and unscrupulous and have

substantially injured and continue to injure Montanans through supra-competitive prices.

434

1524. Defendants' price-fixing

and market allocating conduct as described in this

complaint violates the plain language of Mont. code Ann. $ 30-14-205(1) and (2).

1525. Defendants' unlawful conduct was willful

as defined in

Mont. Code Ann. $ 30-

14-t42(4).

1526. Plaintiff State of Montana is entitled to injunctive and equitable relief, including
disgorgement, and the maximum civil penalties available under Mont. Code Ann. $ 30-14-101 et
seq. and $ 30-14-201 et seq., including but not limited to Mont. Code Ann. gg 30-14-111(4), -

131, -142(2), -144, and -222. Plaintiff State of Montana also seeks reasonable attornevs' fees
and costs.

Nebraska
1527

.

Plaintiff State of Nebraska repeats and re-alleges each and every preceding

allegation as if fully set forth herein.

1528. Defendants' actions

as alleged herein violate the

Unlawful Restraint of Trade Act,

Neb. Rev. Stat. $ 59-801 et seq. and the Consumer Protection Act, Neb. Rev. Stat. $ 59-1601 et
seq. Specifically, Defendants' actions constitute unreasonable restraints of trade or commerce in

violation ofNeb. Rev. Stat. $ 59-801 andNeb. Rev. Stat. $ 59-1603, and Defendants'actions
constitute unfair methods of competition in violation of Neb. Rev. Stat. $ 59-1602. The sale

of

pharmaceuticals to the State of Nebraska and its citizens constitutes trade or commerce as

defined in Neb. Rev. Stat. $ 59- 1601 . These violations have had an impact, directly and
indirectly, upon the public interest of the State of Nebraska, for the State of Nebraska, its state
agencies, and its citizens have been injured and continue to be injured by paying supra-

competitive prices for pharmaceuticals purchased directly and/or indirectly from the Defendants.

43s

1529. Accordingly, Plaintiff State of Nebraska, on behalf of itself, its state agencies, and
as parens patriae

for all citizens within the state, seeks all relief available under the Unlawful

Restraint of Trade Act, the Consumer Protection Act, and Neb. Rev. Stat. $ 84-212. Plaintiff
State of Nebraska is entitled to relief including, but not limited to: damages, disgorgement,

civil

penalties, equitable relief, injunctive relief, and its costs and attorney's fees pursuant to Neb.

Rev. Stat. $$ 59-803, 59-819, 59-821,59-1608, 59-7609,59-1614, and84-212.
Nevada

1530. Plaintiff State of Nevada repeats and re-alleges each and every preceding
allegation as if fully set forth herein.

1531. As alleged in Sections IV and YI, supra, the Defendants' conduct was and is
directed at consumers nationwide, including in Nevada, and was overtly deceptive; not merely

anticompetitive.

1532. As repeatedly alleged supra, in the course of carrying out their schemes,
Defendants often (i) declined bid opportunities and misrepresented the reason for their failure to

bid, (ii) provided false bids that they knew would not be successful, or (iii) withdrew offers and
misrepresented the reasons why the offers were withdrawn. In all such cases, the alleged acts
and practices by Defendants were, and are, in violation of the Nevada Deceptive Trade Practices

Act, Nev. Rev. Stat. $ 598.0903, et seq., and specifically the following:

a.

NRS 598.0915(15), a person engages in a deceptive trade practice by

knowingly making a false representation in

b.

a transaction;

NRS 598.0923(2), a person engages in a deceptive trade practice by

failing to disclose a material fact in connection with the sale or lease of
goods or services; and

436

c.

NRS 598.0923(3), a person engages in a deceptive trade practice by

violating a state or federal statute or regulation relating to the sale or lease
ofgoods or services.

1533. As alleged in Sections IV, V and VI, suprq,the Defendants' anticompetitive
conduct produced, and continues to produce, harm across the Plaintiff States, including in

Nevada. Accordingly, the aforementioned acts and practices by Defendants were, and are, also
in violation of the Nevada Unfair Trade Practices Act, Nev. Rev. Stat. $ 5984.010, et seq., and
specifi cally the

following:

a.

NRS 5984.060(a), competitors unlawfully restrain trade by engaging in
price fixing;

b.

NRS 5984.060(b), competitors unlawfully restrain trade by agreeing to

division of markets; and

c.

NRS 5984.060(c), competitors unlawfully restrain trade by agreeing to
allocate customers.

1534

.

Accordingly, Plaintiff State of Nevada seeks all relief available under the Nevada

Deceptive Trade Practices Act, the Nevada Unfair Trade Practices Act, and common law.

Plaintiff State of Nevada is entitled to relief including but not limited to: disgorgement,
injunctions, civil penalties, damages, and its costs and attorney's fees pursuant to Nev. Rev. Stat.
$

$ 598.0963, 598.097 3, 598.0999, 5984. 1 60, 5 984. I 7 0, 598A.200 and 598A.25 0.

New Jersey

1535. Plaintiff State of New Jersey repeats and re-alleges each and every preceding
allegation as if fully set forth herein.

437

1536. Defendants' actions

as alleged herein violate the New Jersey

Antitrust Act,

N.J.S.A. 56:9-1 et seq., in that they have the purpose and/or effect of unreasonably restraining
trade and commerce within the State of New Jersey and elsewhere. N.J.S.A. 56:9-3. Plaintiff
State of New Jersey seeks relief including but not limited to, treble damages for New Jersey

consumers and state agencies that paid for one or more of the drugs identified in this Complaint,

injunctive relief,, disgorgement, restitution, civil penalties and attomeys' fees and investigative

costs. N.J.S.A. 56:9-10, -12.

1537. Defendants' actions

as alleged herein violate the New Jersey Consumer Fraud

Act, N.J.S.A. 56:8-l et seq., in that Defendants' made misleading statements, omitted material
facts and engaged in unconscionable commercial practices in connection with the advertising,

offering for sale and sale of one or more of the drugs identified in this Complaint. N.J.S.A. 56:8-

2. Plaintiff State of New Jersey

seeks relief including but not limited to, injunctive relief,

disgorgement, restitution, civil penalties and attorneys' fees and investigative costs. N.J.S.A.

56:8-8, -1 l, -13 and -19.
New Mexico

1538. Plaintiff

State of New Mexico repeats and re-alleges each and every preceding

allegation as if fully set forth herein.

1539. The State of New Mexico, through its Attorney General, brings this enforcement
action as parens patriae in its sovereign and quasi-sovereign capacity and in its proprietary
capacity on behalf of the State, including its agencies and entities, to recover damages to the
State, its residents, its economy, and all such other relief as may be authorized by statute or

common law.

438

1540. The aforementioned actions and practices by Defendants were and are a contract,
agreement, combination, or conspiracy in an unreasonable restraint of trade or commerce in New

Mexico, thus violating the New Mexico Antitrust Act, N.M. Stat. Ann. $ 57-l -1 et seq.

l54l.

The aforementioned actions and practices by Defendants were unfair or deceptive

trade practices as they were false or misleading oral or written statements or other
representations made in connection with the sale of goods in the regular course of their trade or
commerce, that may, tended to or did deceive or mislead consumers. These practices included
false or misleading statements of fact concerning the price of drugs and failures to state material
facts about the costs of drugs, actions that deceived or tended to deceive consumers.

Additionally, Defendants' actions constituted unconscionable trade practices, because they
resulted in supra-competitive prices for the aforementioned drugs, resulting in a gross disparity
between the prices paid by consumers and the valued received. These practices and actions

violated the New Mexico unfair Practices Act, N.M. Stat. Ann. $ 57-12-l et. seq.

1542. The aforementioned actions

and practices by Defendants also constitute unfair

competition and unjust enrichment under New Mexico's common law.

1543. Accordingly, the State of New Mexico is entitled remedies available to it under
the New Mexico Antitrust Act, the New Mexico Unfair Practices Act, and New Mexico common

law, including injunctive relief, actual, treble, and statutory damages, restitution, disgorgement,

civil penalties, costs, attorney's fees, and any other appropriate monetary and injunctive relief.
See

N.M. Stat. Ann. $$ 57-l-3, -7, -8iN.M. Stat. Ann. g 57-12-8, -10, -i l.
New York

1544. Plaintiff

State of New York repeats and re-alleges each and every preceding

allegation as if fully set forth herein.

439

1545. In addition to violating federal antitrust law, the aforementioned practices by the
Defendants violate New York antitrust law, the Donnelly Act, New York Gen. Bus. Law $$ 340-

342c, and constitute both "fraudulent" and "illegal" conduct in violation of New York Executive

Law $ 63(t2).

1546. Plaintiff

State of New York seeks relief, including but not limited to damages, for

New York consumers and New York state entities that paid for one or more of the drugs
identified in this Complaint during the relevant period and thereby paid more than they would
have paid but for Defendants' unlawful conduct. Plaintiff State of New York also seeks, and is

entitled to, civil penalties, injunctive relief, other equitable relief (including but not limited to
disgorgement), and fees and costs.

1547. Minnesota Multistate Contracting Alliance for Pharmacy ("MMCAP") contracts
directly with Defendants and/or has an assignment of antitrust claims from Cardinal Health, Inc.
("Cardinal") or other intermediary. New York entities purchase generic drugs through MMCAP
contracts and have a similar assignment from MMCAP for any claims MMCAP may have for

violations of the antitrust laws.
1548. To the extent these assignment clauses support a direct purchase by those
represented by New York, in addition to all other remedies sought herein, Plaintiff State of New

York seeks damages under federal antitrust law,

15 U.S.C. $ 15.

North Carolina

1549. Plaintiff

State of North Carolina repeats and re-alleges each and every preceding

allegation as if fully set forth herein.

1550. By distributing, marketing and selling generic pharmaceutical drugs to consumers
through drug wholesalers and distributors, pharmacy and supermarket chains, and other resellers

440

of generic pharmaceutical drugs and in otherwise engaging in the conduct more fully described
herein with respect to the numerous generic pharmaceutical drugs identified herein, the
Defendants are engaging in trade or commerce that directly or indirectly harmed North Carolina
consumers pursuant to North Carolina's Unfair or Deceptive Trade Practices Act, N.C. Gen. Stat.
$ 75-1 et seq.

1551. The Defendants agreed to, and did in fact,

act in restraint of trade or commerce in

each generic drug market identified herein that includes North Carolina, by affecting, fixing,

controlling andlor maintaining at artificial and non-competitive levels, the prices at which the
numerous generic pharmaceutical drugs identified herein were sold, distributed or obtained in

North Carolina and deprived North Carolina consumers from paying

a

price for the numerous

generic pharmaceutical drugs identified herein which would have been competitive and fair
absent the agreement to allocate customers and

fix prices.

1552. The aforesaid methods, acts or practices constitute unfair methods of competition
and/or unfair acts or practices within their meaning under the North Carolina Unfair or Deceptive
Trade Practices Act, and are injurious to North Carolina consumers and the general economy

of

the State of North Carolina, including, but not limited to by:

a.

Violating Section 1 of the Sherman Act, 15 U.S.C $ l, through engaging
in a market allocation agreement as set forth in the preceding counts;

b.

Violating Section 1 of the Sherman Act, l5 U.S.C $ 1, through engaging
in a price-fixing agreement as set forth in the preceding counts; and

c.

Engaging in any conduct which causes substantial injury to consumers.

1553. By deceptively misrepresenting andlor omitting material facts concerning the
absence of competition in each generic drug market identified herein to the State of North

44t

Carolina and North Carolina consumers, the Defendants misled the State of North Carolina and

North Carolina consumers into believing that prices for the numerous generic pharmaceutical
drugs identified herein were competitive and fair in violation of the North Carolina Unfair or

Deceptive Trade Practices Act.

1554. The Defendants

agreed to, and did in fact, act in restraint of trade or commerce in

each generic drug market identified herein that includes North Carolina, by affecting, fixing,

controlling and/or maintaining at artificial and non-competitive levels, the prices at which the
numerous generic pharmaceutical drugs identified herein were sold, distributed or obtained in

North Carolina.

1555. The Defendants' impairment of choice

and the competitive process had the

following effects: (1) generic drug price competition was restrained, suppressed and eliminated
throughout North Carolina; (2) generic drug prices were raised, fixed, maintained and stabilized
at artificially-high levels throughout North Carolina; (3) the State of North Carolina and North

Carolina consumers were deprived of free and open markets; and (4) the State ofNorth Carolina
and North Carolina consumers paid supra-competitive,

artificially inflated prices for the

numerous generic pharmaceutical drugs identified herein.

1556. The Defendants' impairment of choice and the competitive process have caused
the State of North Carolina and North Carolina consumers to suffer and to continue to suffer loss

of money or property, real or personal, by means of Defendants' use or employment of unfair
methods of competition and/or unfair acts or practices as set forth above.

1557. The Defendants' deceptive misrepresentations and failure to disclose material
facts had the following effects: (1) generic drug price competition was restrained, suppressed
and eliminated throughout North Carolina; (2) generic drug prices were raised, fixed, maintained

442

and stabilized at artificially-high levels throughout North Carolina; (3) the State of North

Carolina and North Carolina consumers were deprived of free and open markets; and (4) the
State of North Carolina and North Carolina consumers paid supra-competitive,

artificially

inflated prices for the numerous generic pharmaceutical drugs identified herein.

1558. The Defendants' deceptive misrepresentations and failure to disclose material
facts have caused the State of North Carolina and North Carolina consumers to suffer and to
continue to suffer loss of money or property, real or personal, by means of Defendants' use or

employment of deceptive commercial practices as set forth above.

1559. Defendants violated the North Carolina Unfair or Deceptive Trade Practices Act:

a.

Each time Defendants agreed to participate in the overarching conspiracy

within the generic pharmaceutical drug market as set forth herein;

b.

Each time Defendants agreed to allocate the market for specific drugs in

the generic pharmaceutical drug market as set forth herein;

c.

Each time Defendants agreed to

fix prices on the specihed drugs in the

specified drug markets as set forth herein;

d.

Each time the State of North Carolina or a North Carolina consumer paid
an unfairly or unconscionably inflated price for any of the numerous

generic pharmaceutical drugs identified herein;

e.

Each time a Defendant failed to disclose the existence of a market

allocation agreement and/or a price-fixing agreement involving any of the
numerous generic pharmaceutical drugs identified herein;

f.

Each time a Defendant submitted false or misleading cover bids and/or

offers to their customers and wholesalers;

443

g.

Each time a Defendant provided false or misleading statements to

prospective customers related to supply capacity or reasons for bidding or

not bidding;

h.

Each time a request for reimbursement was made to the State of North

carolina for any of the numerous generic pharmaceutical drugs identified
herein; and

i.

Each time the State of North Carolina or a North Carolina consumer paid
an

artificially inflated price for any of the numerous generic

pharmaceutical drugs identified herein.

1560. Plaintiff State of North Carolina is entitled to relief pursuant to N.C. Gen. Stat.

75-l
16.1

$

et seq., including recovery of its costs and attorneys' fees pursuant to N.C. Gen. Stat. $ 75.

North Dakota
1561. Plaintiff State of North Dakota repeats and re-alleges each and every preceding
allegation as if fully set forth herein.

1562. The aforementioned practices by Defendants are in violation of North Dakota's
Uniform State Antitrust ActNorth Dakota Century Code (lr{.D.C.C.) $ 51-08.1-01 et seq., and

Plaintiff State of North Dakota is entitled to relief for these violations under N.D.C.C.

0l

$ 51-08.1-

et seq.

1563. The aforementioned practices by Defendants constitute unconscionable or
deceptive acts or practices in violation of the North Dakota Consumer Fraud Law, N.D.C.C. $51-

l5-01 et seq., and Plaintiff State of North Dakota is entitled to relief for those violations under
N.D.C.C. $51-15-01 et seq.

444

Ohio

1564. Plaintiff State of Ohio repeats and re-alleges each and every preceding allegation
as

if fully

set forth herein.

1565. The aforementioned practices by Defendants were, and are, a per

se illegal

conspiracy against trade in violation of Ohio Revised Code Section 1331.01 et seq, the common

law of Ohio, and void pursuant to Ohio Rev. Code $ 1331.06. The State of Ohio, the general
economy of Ohio, Ohio entities and individuals in Ohio were harmed as a direct result

of

Defendants' per se illegal conduct. Defendants received ill-gotten gains or proceeds as a direct
result of their per se illegal conduct.

1566. Plaintiff State of Ohio seeks and is entitled to an injunction, disgorgement

and

civil forfeiture pursuant to Ohio Rev. Code $ 109.81 and Ohio Rev. Code $$ l33l.0l et seq,
including Section 1331.03, which requires a forfeiture of $500 per day that each violation was
committed or continued, and any other remedy available at law or equity.

Oklahoma
1567

.

Plaintiff State of Oklahoma repeats and re-alleges each and every preceding

allegation as if fully set forth herein.

1568. The aforementioned practices by Defendants are in violation of the Oklahoma
Antitrust Reform Act,79 O.S. $$ 201 et seq., and Plaintiff State of Oklahoma is entitled to relief
under 79 O.S. $ 205.

Oregon

1569. Plaintiff State of Oregon repeats and re-alleges each and every preceding
allegation as if fully set forth herein.

445

1570. The aforementioned practices by Defendants were,

and are, in violation of the

Oregon Antitrust Law, Oregon Revised Statutes ("ORS") 646.705, et seq. These violations had
impacts within the State of Oregon and substantially affected the people of Oregon.

l57l

.

Plaintiff State of Oregon seeks all relief available under the Oregon Antitrust Act

for Oregon consumers and the State of Oregon, including injunctive, civil penalties, other
equitable relief including but not limited to disgorgement, the State of Oregon's costs incurred in

bringing this action, plus reasonable attorney fees, expert witness fees, and costs of investigation,
and any other remedy available at law for these violations under ORS 646.760, ORS 646.770,

ORS 646.775, and ORS 646.780.

Pennsylvania

1572. Plaintiff Commonwealth of Pennsylvania repeats and re-alleges each and every
preceding allegation as

if fully

set forth herein.

Pennsvlvanía Unfair Trøde Practíces and Consumer Protectíon Law

1573. In distributing, marketing

and selling generic pharmaceutical drugs to consumers

through drug wholesalers and distributors, pharmacy and supermarket chains, and other resellers

of generic pharmaceutical drugs and in otherwise engaging in the conduct more fully described
herein with respect to the numerous generic pharmaceutical drugs identified herein, the
Defendants are engaging in trade or commerce that directly or indirectly harmed the

Commonwealth of Pennsylvania and Pennsylvania consumers within the meaning of 73 P. S. $
201'2(3) of the Pennsylvania Unfair Trade Practices and Consumer Protection Law

("PUTPCPL").
Unfaír Methods of Competítíon and Unfaír Acts or Practíces

446

1574. By reason of the foregoing, the Defendants have impaired Commonwealth of
Pennsylvania and Pennsylvania consumer choice in each generic drug market identified herein.

1575. By impairing choice in what should have been

a freely competitive marketplace

for the numerous generic pharmaceutical drugs identified herein, the Defendants have deprived
the Commonwealth of Pennsylvania and Pennsylvania consumers from being able to

meaningfully choose from among the options a competitive market would have provided.
157

6.

The Defendants agreed to, and did in fact, act in restraint of trade or commerce in

each generic drug market identified herein that includes Pennsylvania, by affecting, fixing,

controlling and/or maintaining at artificial and non-competitive levels, the prices at which the
numerous generic pharmaceutical drugs identified herein were sold, distributed or obtained in
Pennsylvania.

1577. The Defendants impaired the competitive

process which deprived the

Commonwealth of Pennsylvania and Pennsylvania consumers from paying a price for the
numerous generic pharmaceutical drugs identified herein which would have been competitive
and fair absent the agreement to allocate customers and

fix prices.

1578. Regardless of the nature or quality of Defendants' aforementioned

acts or

practices on the competitive process or competition, Defendants' conduct has been otherwise

unfair or unconscionable because they offend public policy as established by statutes, the
common law, or otherwise, are immoral, unethical, oppressive, unscrupulous, or substantially
injurious to the Commonwealth of Pennsylvania and Pennsylvania consumers.

1579. Defendants' unscrupulous conduct

has resulted in the Commonwealth and its

consumers being substantially injured by paying more for or not being able to afford the
numerous generic pharmaceutical drugs identified herein.

447

1580. The Defendants' impairment of choice and the competitive process had the
following effects: (1) generic drug price competition was restrained, suppressed and eliminated
throughout Pennsylvania; (2) generic drug prices were raised, fixed, maintained and stabilized at

artificially-high levels throughout Pennsylvania; (3) Commonwealth of Pennsylvania and
Pennsylvania consumers were deprived of free and open markets; and (4) Commonwealth

of

Pennsylvania and Pennsylvania consumers paid supra-competitive, artificially inflated prices for
the numerous generic pharmaceutical drugs identifred herein.

1581. The Defendants' impairment of choice and the competitive process have caused
the Commonwealth of Pennsylvania and Pennsylvania consumers to suffer and to continue to

suffer loss of money or property, real or personal, by means of Defendants' use or employment

of unfair methods of competition and/or unfair acts or practices as set forth above.

1582. Defendants violated the PUTPCPL:

a.

Each time Defendants agreed to participate in the overarching conspiracy

within the generic pharmaceutical drug market as set forth herein;

b.

Each time Defendants agreed to allocate the market for specific drugs in

the generic pharmaceutical drug market as set forth herein;

c.

Each time Defendants agreed to

fix prices

on the specified drugs in the

specifred drug markets as set forth herein;

d.

Each time Defendants agreed to

fix prices on the specified drugs in the

specified drug markets as set forth herein;

e.

Each time Defendants agreed to allocate markets and fix prices on the

specified drugs in the specified drug markets as set forth herein;

448

f.

Each time Defendants agreed to decline to bid or otherwise bid high so as

to not take market share on the specified drugs in the specified drug
markets as set forth herein;

g.

Each time Defendants knowingly breached a legal or equitably duty, justly
reposed, within the generic pharmaceutical drug market as set forth herein;
and

h.

Each time the Commonwealth of Pennsylvania or a Pennsylvania

consumer paid an unfairly or unconscionably inflated price for any of the
numerous generic pharmaceutical drugs identif,red herein.

1583. The Defendants' conduct more fully described herein is unlawful pursuant to

73

P.S.$ 201-3.

1584. The aforesaid methods,

acts or practices constitute unfair methods of competition

and/or unfair acts or practices within their meaning under Sections 2 and 3 of the PUTPCPL,
including, but not limited to:

a.

"Engaging in any other fraudulent or deceptive conduct which creates a

likelihood of confusion or of misunderstanding" in violation of 73 P.S. $
201-2(4)(xxi).

1585. The above described conduct created the likelihood ofconfusion and
misunderstanding and exploited unfair advantage of the Commonwealth of Pennsylvania and
Pennsylvania consumers seeking to exercise a meaningful choice in a market expected to be free

of impairment to the competitive process and thus constitutes constructive fraud or, in the
alternative, constructive fraud in its incipiency through one or more of the following breaches of
legal or equitable duties:

449

a.

Violating Section I of the Sherman Act, l5 U.S.C $ 1, through engaging
in a market allocation agreement as set forth in the preceding counts;

b.

Violating Section I of the Sherman Act, l5 U.S.C $ 1, through engaging
in a price-fixing agreement as set forth in the preceding counts;

c.

Violating Pennsylvania antitrust common law through engaging in

a

market allocation agreement;

d.

Violating Pennsylvania antitrust common law through engaging in

a

price-

fixing agreement; and/or

e.

Engaging in any conduct which causes substantial injury to consumers.

1586. The above described conduct substantially injured Pennsylvania consumers and
the Commonwealth of Pennsylvania.

1587. The above described conduct has been willful within the meaningof 73 P.S. $
201-8 and is unlawful under the PUTPCPL.

1588. Pursuant to 7l P.S.
public interest is served by seeking

$ 201-4, the Commonwealth of Pennsylvania believes that the
a permanent

injunction to restrain the methods, acts and

practices described herein, as well as seeking restoration, disgorgement and attorneys' fees and
costs pursuant to 73 P.S. $$ 201-4 and

4.1for the Commonwealth of Pennsylvania

Pennsylvania consumers and civil penalties of not exceeding $3,000 for each such

and

willful

violation pursuant to 73 P.S. $ 201-8 (b). The Commonwealth of Pennsylvania believes that the
Commonwealth of Pennsylvania and its citizens are suffering and will continue to suffer harm
unless the methods, acts and practices complained of herein are permanently enjoined.

4s0

Deceptíve Acts or Practíces

1589. By reason of the foregoing, the Defendants have deceptively misrepresented the
absence of competition in each generic drug market identifred herein to the Commonwealth

of

Pennsylvania and Pennsylvania consumers in violation of the PUTPCPL.

1590. By deceptively misrepresenting and/or omitting material facts concerning the
absence of competition in each generic drug market identified herein to the Commonwealth

Pennsylvania and Pennsylvania consumers, the Defendants misled the Commonwealth

of

of

Pennsylvania and Pennsylvania consumers into believing that prices for the numerous generic
pharmaceutical drugs identified herein were competitive and fair.

1591. The Defendants agreed to, and did in fact, act in restraint of trade or commerce in
in each generic drug market identified herein that includes Pennsylvania, by affecting, fixing,

controlling andlor maintaining at artificial and non-competitive levels, the prices at which the
numerous generic pharmaceutical drugs identified herein were sold, distributed or obtained in
Pennsylvania.

1592. The Defendants deceptively misrepresented to the Commonwealth of
Pennsylvania and Pennsylvania consumers that Defendants' pricing at which the numerous
generic pharmaceutical drugs identified herein were sold, distributed or obtained in Pennsylvania
was competitive and fair.

1593. Regardless of the nature or quality of Defendants' aforementioned acts or
practices on the competitive process or competition, Defendants' conduct has had the tendency
or capacity to deceive.

4st

1594. Defendants expressed, implied or otherwise falsely claimed conformance with
prescribed bidding practices to their customers and wholesalers in relation to the numerous
generic pharmaceutical drugs identified herein.

1595. Defendants expressed, implied or otherwise falsely claimed supply capacity or
reasons to prospective customers for bidding or not bidding in relation to the numerous generic

pharmaceutical drugs identified herein.

1596. The Defendants' deceptive misrepresentations and failure to disclose material
facts had the following effects: (1) generic drug price competition was restrained, suppressed
and eliminated throughout Pennsylvania; (2) generic drug prices were raised, fixed, maintained
and stabilized at

artificially-high levels throughout Pennsylvania; (3) Commonwealth of

Pennsylvania and Pennsylvania consumers were deprived of free and open markets;and (4)

Commonwealth of Pennsylvania and Pennsylvania consumers paid supra-competitive, artificially
inflated prices for the numerous generic pharmaceutical drugs identified herein.

1597. The Defendants' deceptive misrepresentations and failure to disclose material
facts have caused Commonwealth of Pennsylvania and Pennsylvania consumers to suffer and to
continue to suffer loss of money or property, real or personal, by means of Defendants' use or

employment of deceptive commercial practices as set forth above.

1598. Defendants violated the PUTPCPL:

a.

Each time a Defendant failed to disclose the existence of a market

allocation agreement and/or a price-fixing agreement involving any of the
numerous generic pharmaceutical drugs identified herein;

b.

Each time a Defendant submitted false or misleading cover bids and/or

offers to their customers and wholesalers;

452

c.

Each time a Defendant provided false or misleading statements to

prospective customers related to supply capacity or reasons for bidding or

not bidding;

d.

of

Each time a request for reimbursement was made to the Commonwealth

Pennsylvania for any of the numerous generic pharmaceutical drugs

identified herein; and

e.

Each time the Commonwealth of Pennsylvania or a Pennsylvania

consumer paid an artificially inflated price for any of the numerous
generic pharmaceutical drugs identified herein.

1599. The Defendants' conduct more fully described herein is unlawful pursuant to 73
P. S. $ 201-3.

1600. The aforesaid methods,

acts or practices constitute deceptive acts or practices

within their meaning under Sections 2 and 3 of the PUTPCPL, including, but not limited to:

a.

"Representing that goods or services have sponsorship, approval,
characteristics, ingredients, uses, benefits or quantities that they do not
have or that a person has a sponsorship, approval, status affiliation or
connection that he does not have" in violation of 73 P.S. $ 201-2(a)(v);

b.

"Representing that goods or services are of a particular standard, quality or
grade, or that goods are of a particular style or model, if they are

of

another" in violation of 73 P.S. $ 201-2(4xvii); and

c.

"Engaging in any other fraudulent or deceptive conduct which creates a

likelihood of confusion or of misunderstanding" in violation of 73 P.S.
201-2(4)(xxi).

453

$

l60l

.

The above described conduct has been

willful within the meanin g of 73 P.S.

$

201-8 and is unlawful under the PUTPCPL.

1602. Pursuant to 7l P.S. $ 201-4, the Commonwealth of Pennsylvania believes that the
public interest is served by seeking a permanent injunction to restrain the methods, acts and
practices described herein, as well as seeking restoration, disgorgement and attomeys' fees and
costs pursuant to 73 P.S. $$ 201-4 and 4.1 for the Commonwealth of Pennsylvania and

Pennsylvania consumers and civil penalties of not exceeding $3,000 for each such

willful

violation pursuant to 73 P.S. $ 201-S (b). The Commonwealth of Pennsylvania believes that the
Commonwealth of Pennsylvania and its citizens are suffering and will continue to suffer harm
unless the methods, acts and practices complained of herein are permanently enjoined.

Common Law Doctrine against Restraínt of Trade

1603. By reason of the foregoing, the Defendants have entered into an agreement in
restraint of trade to allocate markets and

fix prices in each generic drug market identified herein

within the Commonwealth of Pennsylvania.

1604. The agreements to allocate customers and to fix pricing

as set

forth in the

preceding counts constitute an unreasonable restraint of trade in violation of Pennsylvania

antitrust common law.

1605. Unless Defendants'overall anticompetitive

will

scheme is enjoined, the Defendants

continue to illegally restrain trade in the relevant market in concert with another in violation

of the Pennsylvania common law doctrine against unreasonable restraint of trade.

1606. Defendants' conduct in engaging in

a contract to unreasonably restrain trade

conceming the customers to whom and the prices at which the numerous generic pharmaceutical

454

drugs identified herein were sold, distributed or obtained in Pennsylvania threatens injury to the

Commonwealth of Pennsylvania and Pennsylvania consumers.

1607. Defendants' anticompetitive and unlawful conduct alleged herein has injured,

is

injuring and will continue to injure competition in the relevant market by denying consumer
choice and otherwise thwarting competition in the relevant market.

1608. The Defendants' contract in restraint of trade had the following effects: (1)
generic drug price competition was restrained, suppressed and eliminated throughout
Pennsylvania; (2) generic drug prices were raised, f,rxed, maintained and stabilized at artificially-

high levels throughout Pennsylvania; (3) Commonwealth of Pennsylvania and Pennsylvania
consumers were deprived of free and open markets; and (4) Commonwealth of Pennsylvania and
Pennsylvania consumers paid supra-competitive, artihcially inflated prices for the numerous
generic pharmaceutical drugs identified herein.

1609. The Defendants' illegal conduct has had

a substantial effect on the

Commonwealth of Pennsylvania and Pennsylvania consumers.

1610. As a direct

and proximate result of the Defendants' unlawful conduct, the

Commonwealth of Pennsylvania and Pennsylvania consumers have been injured in their business
and property.
161

L

On behalf of the Commonwealth of Pennsylvania and its citizens pursuant to 71

P.S. $732-204 (c), the Commonwealth of Pennsylvania seeks injunctive relief, disgorgement and
any other relief the Court deems appropriate.

455

Common Law Doctríne against Uniust Enríchment

1612. By reason of the foregoing, the Defendants have been unjustly enriched

as a result

of the conduct set forth herein with respect to the Commonwealth of Pennsylvania and
Pennsylvania consumers.

1613. The Commonwealth of Pennsylvania and Pennsylvania consumers were
purchasers, reimbursers andlor end-payors of Defendants' numerous generic pharmaceutical
drugs identified herein and have paid amounts far in excess of the competitive prices for such
drugs that would have prevailed in a competitive and fair market.

1614. Defendants knew

of,, and appreciated and retained, or used, the benefits

of

Commonwealth of Pennsylvania and Pennsylvania consumers' purchases of any of the
Defendants' numerous generic pharmaceutical drugs identified herein at amounts far in excess of
the competitive price. Defendants engaged in the conduct described herein to increase the

market share of the numerous generic pharmaceutical drugs identified herein thereby increasing
their sales and profits.
I6I

5.

For those customers that purchase directly or indirectly from Defendants at

artificially inflated and supra-competitive prices, Defendants have increased prices above what
would have prevailed in a competitive and fair market; thereby, directly benefiting Defendants in
the form of increased revenues.

1616. Based on Defendants' conduct set forth herein, it would be inequitable and unjust
for Defendants to retain such benefits without payment of value.

1617. Defendants will

be unjustly enriched

if they

are permitted to retain the direct or

indirect benefits received or used resulting from the purchase of any of the numerous generic
pharmaceutical drugs identified herein by the Commonwealth of Pennsylvania and Pennsylvania

456

consumers. The Commonwealth of Pennsylvania, on behalf of itself and Pennsylvania
consumers, seeks to recover the amounts that unjustly enriched the Defendants.

1618. The Commonwealth of Pennsylvania and Pennsylvania consumers

are therefore

entitled to equitable relief in the form of an injunction, restitution and disgorgement and any
other relief the Court deems appropriate.

Puerto Rico

1619. Plaintiff Commonwealth of Puerto Rico
preceding allegation as

if fully

repeats and re-alleges each and every

set forth herein.

1620. The aforementioned practices by Defendants were in violation of Puerto Rico
Law No. 77 of June 25, 1964, also known as "Puerto Rico's Antitrust and Restrictions of
Commerce Law",10 P.R. Laws Ann. $$ 257 et seq., and32 P.R. Laws Ann. $ 3341.

1621. The Commonwealth of Puerto Rico, through its Attorney General, brings this
enforcement action as parens patriae in its proprietary capacity on behalf of the Commonwealth,

including its agencies and entities, to recover damages to the Commonwealth and all such other

relief as may be authorized by statute or common law.

1622. Accordingly, the Commonwealth of Puerto Rico is entitled remedies available
under the Puerto Rico's Antitrust and Restrictions of Commerce Law and 32 P.R. Laws Ann.

$

3341, including injunctive relief, civil penalties and damages for the Commonwealth agencies
and entities and any other appropriate monetary and injunctive relief.

Rhode Island

1623. Plaintiff State of Rhode Island repeats and re-alleges every preceding allegations
as

if fully

set forth herein.

4s7

1624. Defendants' actions

as alleged herein violate the Rhode Island

Antitrust Act, R.I.

Gen. Laws $ 6-36-1, et seq.

1625. Plaintiff State of Rhode Island brings this action pursuant to R.I. General Laws

$$

6-36-10,6-36-l I and 6-36-12 and seeks relief, including but not limited to injunctive relief, civil
penalties, other equitable relief (including but not limited to disgorgement), fees, costs, and such
other relief as this couft deems just and equitable.

1626. Defendants' actions

as alleged herein constitute unfair methods

of competition

and unfair or deceptive acts or practices as defined in the Rhode Island Deceptive Trade

Practices Act, R.I. Gen. Laws $ 6-13.3-1 , et seq.

1627. Defendants

engaged in unfair or deceptive acts or practices in connection with the

sale or advertisement of merchandise by, among other things, making misrepresentations and

taking steps to conceal their anticompetitive schemes.

1628. Defendants' violations of the Rhode Island Deceptive Trade Practices Act were
willful, in that they knew or should have known that their conduct was of the nature prohibited
by R.I. Gen. Laws $ 6-13.1-2, as defined by the R.I. General Laws $ 6-13.1-1(6).

1629. Plaintiff

State of Rhode Island brings this action pursuant to Rhode Island Gen.

Laws $ 6-13.1-5, and seeks relief, including but not limited to injunctive relief, restitution,
disgorgement and other equitable relief, civil penalties, fees, costs, and such other relief as this

court deems just and equitable.

South Carolina

1630. Plaintiff South Carolina

repeats and re-alleges each and every preceding

allegation as if fully set forth herein.

458

1631. The aforementioned practices by Defendants constitute "unfair methods of
competition and unfair or deceptive acts or practices" under $39-5-20 of the South Carolina
Code of Laws. The State of South Carolina asserts claims in a statutory parens patriae capacity
under S.C. Code $ 39-5-50 and a common law parens patriae capacity. Pursuant to common law
and S.C. Code $ 39-5-50(b), South Carolina seeks that this Court restore any ascertainable loss

incurred in purchasing the generic drugs at issue. Pursuant to S.C. Code $ 39-5-50(a), South
Carolina seeks injunctive relief to prohibit Defendants from engaging in the conduct described in
this complaint.

1632. Defendants knew or reasonably should have known that their conduct violated
S.C. Code $ 39-5-20. Under S.C. Code $ 39-5-l l0(c), Defendants' conduct therefore constitutes
a

willful violation of S.C. Code

$

39-5-20. Accordingly, South Carolina seeks an award of civil

penalties under S.C. Code $ 39-5-110(a) in an amount up to $5,000.00 per violation in South
Carolina.

1633. South Carolina

seeks attomeys'fees and costs under S.C. Code $ 39-5-50(a).

Tennessee

1634. PlaintiffState ofTennessee

repeats and re-alleges each and every preceding

allegation as if fully set forth herein.

1635. This is an action that alleges violation of Tennessee's antitrust [aw, the Tennessee
Trade Practices Act, Tenn. Code Ann. $$ 47-25-101 et seq.

1636. Defendants directly and/or indirectly through nationwide distributors,
wholesalers, and retailers, sold or marketed the generic drugs at issue to the State of Tennessee
and its agencies, Tennessee businesses, and individual consumers.

4s9

1637. Defendants made arrangements or agreements with
tend to lessen,

full

a view

to lessening, or which

and free competition in the sale in Tennessee of, or which were designed to

advance or control the prices charged for, the generic drugs at issue.

1638. Defendants' conduct affected Tennessee commerce to a substantial degree and
substantially affected the people of Tennessee by affecting the choice of generic drugs available
to, andlor the prices paid by, the State ofTennessee and its agencies, Tennessee businesses, and

individual consumers for such generic drugs.

1639. The aforementioned conduct by Defendants was in violation of Tennessee's
antitrust law, the Tennessee Trade Practices Act, Tenn. Code Ann. $$ 47-25-101 et seq.

1640. As

a direct and proximate result

of Defendants' illegal conduct, the State of

Tennessee and its agencies, Tennessee businesses, and individual consumers have been harmed
and

will

continue to be harmed,by, inter alia, paying more for generic drugs purchased directly

and/or indirectly from the Defendants and their co-conspirators than they would have paid in the
absence

ofthe illegal conduct.
1641. The State ofTennessee is entitled to relieffor purchases ofaffected generic drugs

by the State of Tennessee and its agencies, Tennessee businesses, and individual consumers.

1642. On behalf of the State and its agencies,

Tennessee businesses, and individual

consumers, the State of Tennessee seeks all legal and equitable relief available under the
Tennessee Trade Practices

Act and the common law, including, but not limited to: damages for

purchases of the affected generic drugs; equitable relief including disgorgement and injunctive

relief; attorneys' fees and costs; and such other and further relief
equitable.

460

as

this Court deems just and

Utah

1643. Plaintiff State of Utah repeats and re-alleges each and every preceding allegation
as

if fully

set forth herein.

1644. The aforementioned

acts by Defendants violate the Utah Antitrust Act, Utah Code

$$ 76-10-3101 through 76-10-3118 (the

"Act"),

and Utah common

law. Accordingly, Plaintiff

State of Utah, by and through the Attorney General of Utah, on behalf of itself, Utah

governmental entities, and

as

parens patriae for its natural persons, is entitled to all available

relief under the Act and Utah common law, including, without limitation, damages (including
treble damages, where permitted), injunctive relief, including disgorgement, restitution, unjust
enrichment, and other equitable monetary relief, civil penalties, and its costs and reasonable

attorneys'fees.

Vermont

1645. Plaintiff

State of Vermont repeats and re-alleges each and every preceding

allegation as if fully set forth herein.

1646. Defendants' actions alleged herein constitute unfair methods of competition in
commerce and thereby violate the Vermont Consumer Protection Act, 9 V.S.A. $ 2453. Plaintiff
State of Vermont seeks relief for Vermont consumers and state entities that paid for one or more

of the drugs identified herein during the relevant period and thereby paid more than they would
have paid but for Defendants' unlawful conduct.

Plaintiff State of Vermont

seeks and is entitled

to injunctive relief, civil penalties, other equitable relief (including but not limited to restitution
and disgorgement), and its costs and fees for these violations pursuant to 9 V.S.A. $$ 2458 and

2465.

461

Vireinia
1647

.

Plaintiff Commonwealth of Virginia repeats and re-alleges each and every

preceding allegation as if

fully

set forth herein.

1648. The aforementioned practices by Defendants

are in violation of the Virginia

Antitrust Act, Virginia Code Sections 59.1-9.1, et seq. These violations substantially affect the
people of Virginia and have impacts within the Commonwealth of Virginia.

1649. Plaintiff Commonwealth of Virginia, through the Attorney General, brings this
action pursuant to the Virginia Antitrust Act, Virginia Code Section 59.1-9.15. Pursuant to
Sections 59.1-9.15(a) and (d), Plaintiff Commonwealth of Virginia seeks disgorgement,

restitution, and other equitable relief as well as civil penalties for these violations. In addition,
pursuant to Sections 59.1-9.1 5(b), the Plaintiff Commonwealth of Virginia seeks reasonable fees
and costs for the investigation and litigation.

Washinqton

1650. Plaintiff

State of Washington repeats and re-alleges each and every preceding

allegation as if fully set forth herein.

1651. The aforementioned practices by Defendants were,

and are, in violation of the

Washington Consumer Protection Act, Wash. Rev. Code 19.86.020 and .030. Defendants have
also engaged in conduct in violation of RCW 19.86.020 that is not a reasonable business practice
and constitutes incipient violations of antitrust law and/or unilateral attempts to flrx prices or

allocate markets. These violations have impacts within the State of Washington and

substantially affect the people of Washington.

1652. Plaintiff

State of Washington seeks relief, including but not limited to damages,

for Washington consumers and Washington state agencies that paid more for the generic drugs at

462

issue than they would have paid but for the Defendants' unlawful conduct. Plaintiff State

of

Washington also seeks, and is entitled to, injunctive relief, other equitable relief (including but
not limited to disgorgement), civil penalties, and costs and fees under the Consumer Protection

Act, Wash Rev. Code 19.86.080 and 19.86.140.
West Vireinia

1653. Plaintiff State of West Virginia repeats and re-alleges each and every preceding
allegation as if fully set forth herein.

1654. Defendants' acts violate the West Virginia Antitrust Act,

see W. Va. Code $

47-

18-1 et seq. These violations substantially affected the State of West Virginia and had impacts

within the State of West Virginia.

1655. West Virginia affirmatively expresses that the State is not seeking any relief in
this action for the federal share of funding for West Virginia's Medicaid Program.

1656. Claims for

damages for any federal monies expended by the State of West

Virginia are hereby expressly disavowed.
1657

.

Plaintiff State of West Virginia is entitled to all remedies available at law or in equity

(including injunctive relief, disgorgement, restitution, and reimbursement),

as

well

as

civil

penalties under West Virginia Code $ 47-18-1 et seq.

1658. Plaintiff State of West Virginia also is entitled to recover its costs and attorneys'
fees under West

Virginia Code

$

47-18-9.
Wisconsin

1659. Plaintiff State of Wisconsin repeats and re-alleges each and every preceding
allegation as if fully set forth herein.

463

1660. The aforementioned practices by Defendants

are in violation of Wisconsin's

Antitrust Act, Wis. Stat. Ch. $ 133.03 et seq. These violations substantially affect the people of
Wisconsin and have impacts within the State of IVisconsin.

166I. Plaintiff State of Wisconsin,

under its antitrust enforcement authority in Wis. Stat.

Ch. 133, is entitled to all remedies available at law or in equity under Wis. Stat. $$ 133.03,
133.14, 133.16, 133.17, and 133.1 8.

464

PRAYER FOR RELIEF
Accordingly, the Plaintiff States request that the Court:

A.

Adjudge and decree that Defendants violated Section 1 of the Sherman Act, 15

u.S.c. $ 1;

B.

Adjudge and decree that the foregoing activities violated each of the State statutes
enumerated in this Complaint;

C.

Enjoin and restrain, pursuant to federal and state law, Defendants, their affiliates,
assignees, subsidiaries, successors, and transferees, and their ofhcers, directors,

partners, agents and employees, and all other persons acting or claiming to act on

their behalf or in concert with them, from continuing to engage in any
anticompetitive conduct and from adopting in the future any practice, plan,
program, or device having a similar purpose or effect to the anticompetitive
actions set forth above;

D.

Award to Plaintiff States disgorgement of the Defendants' ill-gotten gains and any
other equitable relief as the Court finds appropriate to redress Defendants'

violations of federal law or state antitrust and consumer protection laws to restore
competition;

E.

Award to the Plaintiff States damages, including treble damages, to the extent
sought pursuant to applicable state laws as enumerated in Count Thirty-Four

of

this Complaint;

F.

Award to each Plaintiff State the maximum civil penalties allowed by law

as

enumerated in Count Thirty-Four of this Complaint;

G.

Award to each Plaintiff State its costs, including reasonable attorneys' fees; and

46s

H.

Order any other relief that this Court deems proper

466

JURY DEMAND
The Plaintiff States demand atrial by jury, pursuant to Rule 38(b) of the Federal Rules

Civil Procedure, on all issues triable

as

of right by jury.

PLAINTIFF

WILLIAM TONG
ATTORNEY GENERAL
BY:

â-)
Michdel E. C-le
W. Joseph Nielsen
Federal Bar No. ct204l5
Laura J. Martella
Federal Bar No. ct27380
Assistant Attomeys General
55 Elm Street, P.O. Box 120
Hartford, CT 06141-0120
Tel: (860) 808-s040
Fax: [phone]
Joseph.Nielsen@ct. gov

467

of

FOR PLAINTIFF STATE OF ALABAMA
STEVEN T. MARSHALL
ATTORNEY GENERAL

Billington M. Garrett
Assistant Attorney General
Office of the Attorney General
501 Washington Avenue
Montgomery, AL 36130
Telephone: [phone]
Fax: [phone]
Email : b [e-mail]

468

FOR PLAINTIFF STATE OF ALASKA
KEVIN G. CLARKSON
ATTORNEY GENERAL
Margaret Paton-Walsh
(Alaska Bar No. 0411074)
Jeff Pickett
(Alaska Bar No. 9906022)
Assistant Attorneys General
Alaska Department of Law
l03l W. 4ù Avenue. Suite 200
Anchorage, AK 995ôl
Tel: [phone]
Fax: [phone]
margaret.paton-wal sh@alaska. gov
ieff , pickett@a laska.sov

469

FOR PLAINTIFF STATE OF ARIZONA
MARK BRNOVICH
ATTORNEY GENERAL OF ARIZONA

DANA R. VOGEL
(Arizona Bar No. 030748)
Antitrust Unit Chief
Off,rce of the Attorney General
Civil Litigation Division, Antitrust Unit
2005 North Central Avenue
Phoenix, AZ 85004-1592
Telephone: [phone]

Fax: [phone]
[e-mail]

470

FOR PLAINTIFF STATE OF COLORADO
PHITIP J. WEISER
ATTORNEY GENERAL
Jennifer H. Hunt
First Assistant Attorney General
Devin M. Laiho
Senior Assistant Attorney General
Abigail Smith
Assistant Attorney General
Colorado Department of Law
Consumer Protection Section
1300 Broadway, Seventh Floor
Denver, Colorado 80203
Telephone: [phone]
Emai I : Jennifer.hu nt@co ag. gov ;
Devin.Laih o @coag. gov ;
Abi gail. smith@coag. gov

471

STATE OF DELAWARE
KATHLEEN JENNINGS
ATTORNEY GENERAL
Michael A. Undorf
Deputy Attomey General
Delaware Department of Justice
820 N. French St., 5'h Floor
V/ilmington, DE 19801
Telephone: [phone]
Email: [e-mail]

472

FOR PLAINTIFF STATE OF FLORIDA
ASHLEY MOODY
Attorney General
JOHN GUARD
(Florida Bar No. 374600)
Chief Deputy Attorney General
PATRICIA A. CONNERS
(Florida Bar No. 361275)
Chief Associate Deputy Attomey General
LIZABETH A. BRADY
(Florida Bar No. 457991)
Chief, Multistate Enforcement
TIMOTHY FRASER
(Florida Bar No. 957321)
Assistant Attomey General
Office of the Attorney General
State of Florida
PL-01, The Capitol
Tallahassee, FL 32399-l 050
Tel: [phone]
Fax: [phone]

473

FOR THE STATE OF HAWAII
CLARE E. CONNORS
ATTORNEY GENERAL OF HAWAII

BRYAN C. YEE
RODNEY I. KIMURA
Deputy Attorneys General
Department of the Attomey General
425 Queen Street
Honolulu, Hawaii 96813
Tel: [phone]
Fax: [phone]
Bryan.c.yee@.hawaii. gov
Rodnev. i.kimura@hawai i. gov

474

FOR PLAINTIFF STATE OF IDAHO
LAWRENCE G. WASDEN
ATTORNEY GENERAL
Brett T. Delange
John K. Olson
David Young
Deputy Attorneys General
Consumer Protection Division
Office of the Attorney General
954 W. Jefferson Street, 2nd Floor
P.O. Box 83720
Boise, Idaho 83720-0010
Telephone : [phone]
Fax: [phone]
[e-mail]. eov
[e-mail]. gov

47s

FOR PLAINTIFF STATE OF ILLINOIS

LISA MADIGAN
Attorney General
Robert W. Pratt
Antitrust Bureau Chief
Offìce of the Illinois Attorney General
100 W. Randolph Street
Chicago, IL 60601
Tel: [phone]

Fax: [phone]
[e-mail].i l.us

476

Respectfully submitted,
CURTIS T. HILL
Attorney General of the State of Indiana

TAMARA WEAVER
Deputy Attomey General
PHILIP RTZZO
Deputy Attorney General
JUSTIN G. FIAZLETT
Section

Chief Consumer Protection

Division
302 West Washington St., 5th Floor
IGCS -5th Floor
Indianapolis,IN 46204

Tel: [phone]
Fax: [phone]
ATTORNEYS FOR THE
STATE OF INDIANA

477

Respectfully submitted,

THOMAS J. MILLER
Attorney General of Iowa
Layne M. Lindebak
Assistant Attorney General
Special Litigation Division
Hoover Ofhce Building-Second Floor
1305 East Walnut Street
Des Moines,IA 50319
Tel: (5ls) 281-7054
Fax: [phone]
Layne.Lindebak@ iowa. com

ATTORNEYS FOR THE
STATE OF IOWA

478

FOR PLAINTIFF STATE OF KANSAS
DEREK SCHMIDT
ATTORNEY GENERAL
Lynette R. Bakker
Assistant Attorney General
Office of the Kansas Attomey General
120 S.W. 10th Avenue,2nd Floor
Topeka, KS 66612-1597
Telephone: [phone]
Fax: [phone]
Email : lynette.bakker@,ag.ks. sov

479

ANDY BESHEAR
Attorney General of Kentucky
LeeAnne Applegate
Charles W. Rowland
Assistant Attomeys General
Office of the Attomey General of Kentucky
1024 Capital Center Drive, Suite 200
Frankfort, KY 40601
Tel: [phone]
Fax: [phone]
LeeAnne.Applegate@ky. eov
Charl ie.Rowland@.kv. sov
ATToRNpyS FoRTHE ST TE oF KENTUCKY

480

FOR PLAINTIFF
STATE OF LOUISIANA
JEFF LANDRY
Attorney General
State of Louisiana

STACIE L. DEBLIEUX
LA Bar # 29142
Assistant Attorney General
Public Protection Division
1885 North Third St.
Baton Rouge, LA70802
Tel: [phone]
Fax: [phone]
Email : deblieuxs@ag. louisiana. gov

481

AARON M. FREY
Attorney General of Maine
Christina Moylan
Assistant Attorney General
Office of the Attorney General of Maine
6 State House Station
Augusta, ME 04333
Tel: [phone]
Fax:[phone]
christina.moylan@maine. gov

ATTORNEYS FOR THE
STATE OF MAINE

482

BRIAN E. FROSH
MARYLAND ATTORNEY GENERAL
John R. Tennis

Assistant Attomey General
Chiet Antitrust Division
Schonette J. Walker
Assistant Attomey General
Deputy Chief, Antitrust Division
Office of the Attorney General
200 St. Paul Place, 1éth Floor
Baltimore, Maryland 21202
Tel. # (4r0) 576-6470
Fax # [phone]
[e-mail]
swalker@oa g. state.md.us

Attorneys for the State of Maryland

483

FOR PLAINTIFF COMMONWEALTH
OF MASSACHUSETTS

MAURA HEALEY
ATTORNEY GENERAL
William T. Matlack (MA BBO No. 552109)
Assistant Attomey General

Chief, Antitrust Division
Michael B. MacKenzie (MA BBO No. 683305)
Daniel H. Leff (MA BBO No. 689302)
Assistant Attomeys General
Antitrust Division
One Ashburton Place
Boston, MA 02108
Tel: [phone]
Fax: [phone]
Wi I I iam.Matlack@mass. gov
Michael.Mackenzie@mass. gov
[e-mail]

484

FOR PLAINTIFF
STATE OF MICHIGAN
DANA NESSEL
ATTORNEY GENERAL
Carl Hammaker
Assistant Attorney General
Corporate Oversi ght Division
Michigan Department of Attorney General
G. Mennen Williams Building, 6th Floor
525 W. Ottawa Street
Lansing, Michigan 48933
hammakerc @michi gan. gov
Telephone: [phone]
Fax: [phone]

485

FOR PLAINTIFF
STATE OF MINNESOTA

KEITH ELLISON
ATTORNEY GENERAL
JAMES CANADAY
Deputy Attomey General
ERIN R. ELDRIDGE
Assistant Attorney General
JOSEPH C. MEYER
Assistant Attomey General
Office of the Minnesota Attorney General

Suite 1400
445 Minnesota Street
St. Paul, MN 55101
Telephone: [phone]

Fax: [phone]
Email: [e-mail]

486

FOR PLAINTIFF STATE OF MISSISSIPPI

JIM HOOD, ATTORNEY GENERAL
STATE OF MISSISSIPPI
By: Crystal Utley Secoy, MSBN 102132
Special Assistant Attorney General
Consumer Protection Division
Office of the Attorney General
Post Office 8ox22947
Jackson, Mississippi 39225
Telephone: [phone]

Fax: [phone]
Email: [e-mail]

487

FOR PLAINTIFF STATE OF MISSOURI

ERIC S. SCHMITT
Attorney General
Michael Schwalbert, E.D.MO BarNo. 63229MO
Assistant Attomey General
815 Olive Street, Suite 200
Saint Louis, Missouri 63101
Tel: [phone]
Fax: [phone]
Michael. [e-mail]. gov
ATTORNEY FOR PLAINTIFF
STATE OF MISSOURI

488

STATE OF MONTANA
TIMOTHY C. FOX
Attorney General

MARK MATTIOLI
Chief, Consumer Protection
CHUCK MUNSON
Assistant Attorney General

MONTANA DEPARTMENT OF ruSTICE
OFFICE OF CONSUMER PROTECTION
555 Fuller Avenue
P.O. Box 200151
Helena, MT 59620-0151

(406) 444-4s00

FAX: [phone]
[e-mail]

489

FOR PLAINTIFF
STATE OF NEBRASKA,
EX TEI. DOUGLAS J. PETERSON,
ATTORNEY GENERAL

Collin Kessner
Assistant Attorney General
Nebraska Attomey General's Office
2l l5 State Capitol
Lincoln, NE 68509

Tel [phone]
Fax: [phone]
collin.kessnerØ.nebraska. sov

490

FOR PLAINTIFF STATE OF NEVADA

AARON D. FORD
Nevada Attorney General

ERNEST D. FIGUEROA
Consumer Advocate
Lucas J. Tucker
Senior Deputy Attorney General
Office of the Nevada Attorney General
Bureau of Consumer Protection
8945 West Russell Road., Suite 204
Las Vegas, Nevada 89148
Nevada Bar No. 10252

[e-mail]

Marie W.L. Martin
Senior Deputy Attorney General
Office of the Nevada Attomey General
Bureau of Consumer Protection
100 N. Carson Street
Carson City, NV 89701
Nevada Bar No. 07808
[e-mail]

49t

GURBIR S. GREWAL
Attomey General of New Jersey
RobertN. Holup
Christopher Kozik
Deputy Attorneys General
State ofNew Jersey
Office of the Attorney General
Division of Law
124 Halsey Street

P.O. Box 45029

-

5th Floor

Newark, New Jersey 07101
Tel: [phone]
Fax: [phone]
Robert.Ho [e-mail] oae. eov

ATTORNEYS FOR THE
STATE OF NEW JERSEY

492

FOR PLAINTIFF STATE OF NEW MEXICO
HECTOR BALDERAS
ATTORNEY GENERAL
Nicholas M. Sydow
Cholla Khoury
Assistant Attorneys General
P.O. Drawer 1508
Santa Fe, NM 87504-1508
Telephone: [phone] I
Fax: [phone]
Email: [e-mail]
Email: [e-mail]

493

Respectfully submitted,

LETITIA JAMES
Attorney General of the State of New York
CHRISTOPHER D'ANGELO
Chief Deputy Attorney General
Eoonomic Justice Division

BEAU BUFFIER
Chiel Antitrust Bureau
ROBERT L. HUBBARD
EMILY GRANRUD
Assistant Attorneys General

28Liberty,20th Floor
New York, New York 10005
Tel: [phone]
Fax: [phone]
ATTORNEYS FOR THE
STATE OF NEW YORK

494

FOR PLAINTIFF
STATE OF NORTH CAROLINA
Respectfu

lly submitted,

JOSHUA H. STEIN
Attomey General ofNorth Carolina

Kimberley A. D'Arruda
Special Deputy Attorney General
kdanudalDncdoj.eov
Jessica

V. Sutton

Assistant Attorney General
[e-mail]

North Carolina Dept. of Justice
Consumer Protection Division
114 West Edenton Street

Raleigh, NC 27603
Telephone: (9 I 9) 7 1 6-6000
Fax: [phone]

49s

STATE OF NORTH DAKOTA
Wayne Stenehjem
Attomey General
Parrell D. Grossman, ND ID 04684
Assistant Attomey General
Director, Consumer Protection &
Antitrust Division
Office of Attorney General
Gateway Professional Center
1050 E Interstate Ave, Ste 200
Bismarck, ND 58503 --5574
Telephone [phone]
Facsimile [phone]
[e-mail]

Attorneysfor the State of Narth Dakota

496

Respectfully submitted,

DAVE YOST
Attorney General of Ohio
Jennifer Pratt

Chief, Antitrust Section
Beth A. Finnerty
Assistant Section Chiet Antitrust Section
Edward J. Olszewski
Principal Assistant Attorney General
Ofhce of the Ohio Attorney General
Antitrust Section
150E. Gay St., 22ndFloor
Columbus, OH 43215
Tel: [phone]
Fax: [phone]
edward.olszewski@.ohioattorne)¡ general. gov

ATTORNEYS FOR THE
STATE OF OHIO

497

FOR PLAINTIFF STATE OF OKLAHOMA
MIKE HUNTER
ATTORNEY GENERAL
Caleb J. Smith, OBA No. 33613
Assistant Attorney General
Consumer Protection Unit
Oklahoma Office of the Attorney General
313 NE 21st St
Oklahoma City, OK 73105
Tel. (40s) s22-1014
Fax [phone]
Caleb. Sm [e-mail]. eov

498

STATE OF OREGON
ELLEN F. ROSENBLUM
ATTORNEY GENERAL

TIM D. NORD, OSB 882800
Special Counsel

Civil Enforcement Division
Oregon Department of Justice
1162 Court Street NE
Salem, OR 97301-4096
Tel: [phone]
Fax: [phone]
tim.

d.

nord@doj state.or. us
.

CHERYL F. HIEMSTRA, OSB 133857
Assistant Attomey General
Civil Enforcement Division
Oregon Department of Justice
1162 Court Street NE
Salem, OR 97301-4096
Tel: [phone]
Fax: [phone]

499

COMMONWEALTH OF
PENNSYLVANIA
Office of the Attorney General
JOSH SHAPIRO
ATTORNEY GENERAL
Tracy W.'Wertz
Chief Deputy Attomey General
Antitrust Section
Joseph S. Betsko
Senior Deputy Attorney General
Antitrust Section
Pennsylvania Office of Attomey General
Strawberry Square, 14th Floor

Harrisburg, PA17120
Phone: [phone]
Fax: [phone]
twertz@attorneygeneral. eov
i betsko @.attorneygeneral. gov

ATTORNEYS FOR THE
COMMONWEALTH
OF PENNSYLVANIA

500

FOR PLAINTIFF COMMONWEALTH OF
PUERTO RICO

WANDA YAZQUEZ GARCED
Attorney General

Denise Maldonado Rosa
Assistant Attorney General

USDC-PR 30I108

PRBarNo.

15652

dmaldonado@j usticia.pr. gov
Johan M. Rosa Rodríguez
Attorney

PRBarNo.

16819

P.O. Box 9020192
San Juan, Puerto Rico 00902-0192
Tel: [phone], ext. 2600, 2601
Fax: [phone]
i orosa@j usticia.pr. gov

s01

FOR PLAINTIFF STATE OF RHODE ISLAND
Julia C. Wyman (#9017)
Special Assistant Attorney General
R.I. Office of Attorney General
150 South Main Street
Providence, Rhode Island 02903
Tel. [phone] Ext.2380
Fax [phone]
[e-mail]

502

ALAN WILSON
Attorney General for the
State of South Carolina
Federal ID No. 10457
Email : awilson@scag. eov

W. JEFFREY YOUNG
Chief Deputy Attorney General
Federal ID No. 6122
Email : [e-mail]
ROBERT D. COOK
Solicitor General
Federal ID No. 285
Email: [e-mail]
C. HAVIRD JONES, JR.
Senior Assistant Deputy Attorney General
Federal IDNo.2227
Email: [e-mail]

CLARK KIRKLAND, JR.
Assistant Attorney General
Federal ID No. 12410
Emai I : ckirklandjr@scag. gov

OFFICE OF THE ATTORNEY GENERAL
1000 Assembly Stree
Rembert C. Dennis Building
Post Office Box 11549
Columbia, South Carolina 2921 I -l 5 49
Phone: [phone]
Attorneys for Alan Wilson, in his official
capacity as Attorney General of the
State of South Carolina.

s03

FOR PLAINTIFF STATE OF TENNESSEE
FIERBERT H. SLATERY III
Attomey General and Reporter of
Tennessee

DAVID MCDOWELL
Assistant Attorney General

Office of the Attorney General and Reporter
P.O. Box 20207
Nashville, TN 37202
Tel: [phone]
Dav id.McDowel [e-mail]. gov

ATTORNEYS FOR THE
STATE OF TENNESSEE

504

FOR PLAINTIFF STATE OF UTAH
SEAN D. REYES
UTAH ATTORNEY GENERAL

/sl
David Sonnenreich
Deputy Attomey General
Antitrust Section Director
Office of the Attorney General of Utah
160 East 300 South, 5th Floor
P.O. Box 140874
salt Lake city, uT 84114-0874
Tel: [phone]
Fax: [phone]
dsonnenreich@agutah. gov

505

FOR PLAINTIFF STATE OF VERMONT
THOMAS J. DONOVAN, JR.
ATTORNEY GENERAL

Jill S. Abrams
Assistant Attomey General
109 State Street
Montpelier, Vermont 05 609
Telephone: (802) 828-l 106
Fax: [phone]
Email : Jill.Abrams@vermont. gov

506

Respectfully submitted,

MARK R. HERRING
Attorney General of Virginia
Cynthia E. Hudson
Chief Deputy Attorney General
Samuel T. Towell
Deputy Attomey General

Richard S. Schweiker, Jr.
Senior Assistant Attorney General and
Chief, Consumer Protection Section
Sarah Oxenham

Allen

Senior Assistant Attorney General

Tyler T. Henry
Assistant Attorney General
Office of the Attorney General of Virginia
202 North 9th Street
Richmond, YA 23219
Tel: [phone]
Fax: [phone]
thenry@oag. state.va.us

ATTORNEYS FOR THE
COMMONWEALTH OF VIRGINIA

507

ROBERT W. FERGUSON
Attorney General of Washington State
JONATHAN A. MARK
Senior Assistant Attorney General
Antitrust Division Chief
Erica Koscher
Travis Kennedy
Assistant Attomeys General
Office of the Attorney General of
'Washington
State

800 5th Ave, Ste. 2000
Seattle, WA 98104-3188
[phone]

Attorneys for Plaintiff State of Washington

508

FOR PLAINTIFF STATE OF WEST VIRGINIA
PATRICK MORRISEY
ATTORNEY GENERAL
Edward M. Wenger
General Counsel
Douglas L. Davis
Assistant Attomey General
Office of the West Virginia Attorney General
State Capitol
Bldg. 1, Room E-26
Charleston, WV 25305
Telephone: [phone]
Fax: [phone]
Email : [e-mail]
Email: [e-mail]

s09

Respectfully submitted,
JOSH

KAUL

Attorney General of Wisconsin
GIWENDOLYN J. COOLEY
Assistant Attorney General
State Bar #1053856
Attorneys for the State of Wisconsin
'Wisconsin

Department of Justice
Post Office Box 7857

Madison, Wisconsin 537 07 -7 857
[phone]
[phone] (Fax)
coo levei @.do i.state.wi.us

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