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F I L E D Clerkoftl!aSuparlerCourt

APR 2 1 2017

By: K.Ugan,Oeputy

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SAN DIEGO

Coordination Proceeding Special Title (Rule 1550(b )):

CIPRO CASES I and II

Judicial Council Coordination Proceeding Nos. 4154 and 4220

The Honorable Richard E.L. Strauss Coordination Trial Judge

CLASS ACTION 15 This Document Relates To:

16 ALL ACTIONS

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The Honorable Ronald L. Styn

[P~8f OSE.D] FINAL APPROVAL ORDER AND JUDGMENT AS TO DEFENDANT BARR LABORATORIES, INC.

21 This matter is before the Court on the motion for final approval of a class action

22 settlement (the "Settlement") between individual and representative Plaintiffs Karyn McGaughey,

23 Barbara Cohen, Deborah Patane, Donna Moore, IUOE Stationary Engineers Local 39 Health and

24 Welfare Plan, and Sheet Metal Workers Health and Welfare Plan of Southern California, Arizona,

25 and Nevada ("Plaintiffs") and Defendant Barr Laboratories, Inc. ("Barr") (collectively the

26 " Settling Parties"), as set forth in the Settlement Agreement attached hereto as Exhibit A, and a

27 good faith determination pursuant to California Code of Civil Procedure section 877.6.

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1342045.2

~R6P03E8) FINAL APPROVAL ORDER AN D JU DGMENT AS TO DEFENDANT BARR LABORATORIES, INC.

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1 By the Order Granting Plaintiffs' Motion for Preliminary Approval of Class Action

2 Settlement with Defendant Barr Laboratories, Inc., Approving Form and Manner of Notice, and

3 Scheduling Final Approval Hearing ("Preliminary Approval Order"), the Court: (a) granted

4 preliminary approval to the Settlement; (b) ordered that notice of the Settlement be disseminated

5 to members of the Class, as directed therein; and (c) scheduled a final approval and fairness

6 hearing ("Fairness Hearing") for April 21, 2017. On April 21, 2017, the Settling Parties appeared

7 before the Court for the Fairness Hearing, and an opportunity to be heard was given to all persons

8 requesting to be heard. The Court has reviewed and considered all of the pleadings filed in

9 connection therewith, and all of the arguments and evidence presented at the Fairness Hearing

10 concerning the Settlement.

11 The entire matter of the proposed Settlement having been duly noticed, and having been

12 fully considered by the Court, IT IS HEREBY ADJUDGED, ORDERED, AND DECREED:

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A.

I.

Plaintiffs' Motion for Final Approval of the Class Action Settlement Is

Granted.

This Court has jurisdiction over the above-captioned Actions (and all actions and

16 proceedings consolidated in the Actions), Plaintiffs, Class members, Defendants, and any party to

17 any agreement that is part of or related to the Settlement Agreement.

18 2. Capitalized terms used in this Order have the meanings and/or definitions ascribed

19 to them in the Settlement Agreement.

20 3. The Court fmds that the applicable requirements of the California Code of Civil

21 Procedure section 382 and California Rules of Court, rules 3.769 and 3.7709 have been satisfied

22 with respect to Class members and the Settlement.

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4. The certified Class is defmed as follows in the Court's October 12, 2004 Order

Modifying November 23, 2003 Class Certification Order:

1342045.2

All natural persons, sole proprietorships, partnerships, limited partnerships, corporations and other entities, in the State of California who indirectly purchased, paid and/or reimbursed for Cipro intended for consumption by themselves, their families, or their members, participants, employees or insureds (the "Class") during the period from January 8, 1997 through such time in the future as the effects of Defendants' illegal conduct, as alleged herein, have ceased (the "Class Period"). Excluded from the Class are: all persons who obtained Cipro through the MediCal Prescription Drug Program; governmental entities; the Defendants, their

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!11118PQS1'9] FINAL APPROVAL ORDER AND JUDGMENT AS TO DEFENDANT BARR LABORATORIES, INC.

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co-conspirators, along with all of their respective parents, subsidiaries, and/or affiliates; ail persons or entities that purchased Cipro for purposes of resale; any purchaser of Cipro who paid a flat co-payment and who would have paid the same co-payment for a generic substitute under the terms of their health insurance coverage; and any and all judges and justices assigned to hear any aspect of this litigation.

5. The Court finds and determines that, for settlement purposes, the Class Period

6 encompasses sales of Cipro from January 8, 1997 through December 31, 2005, as specified in the

7 Court-approved Settlement Notice and Plan of Allocation, and as agreed upon by the Settling

8 Parties.

9 6. The notice mechanisms implemented pursuant to the Settlement Agreement and as

1 o approved by the Court in the Preliminary Approval Order, were reasonably calculated under the

11 circumstances to apprise Class members of the pendency of the Actions and all material elements

12 of the proposed Settlement, and of their opportunity to object to or comment on the Settlement,

13 and to appear at the Fairness Hearing. The notice was reasonable: it provided due, adequate, and

14 sufficient notice to all Class members, and complied fully with the laws of the State of California,

15 the Code of Civil Procedure, the California Rules of Court, due process, and any other applicable

16 statutes or rules. A full and fair opportunity has been afforded to the members of the Class to

17 participate in the Fairness Hearing, and all Class members and other persons wishing to be heard

18 have been heard. The Court finds that the objection concerning the sufficiency of the notice,

19 objection, and claim process is meritless. A request for phone numbers is routine and there has

20 been no showing that any Class Member refrained from filing an objection or claim due to this

21 request. Further, there is no showing that the request that objectors and their counsel disclose

22 prior objections they have filed has chilled objections or participation in the settlement. Rather,

23 this request aids the Court's evaluation of objections, as many courts have recognized the

24 problems associated with serial or professional objectors. The objections are overruled.

25 7. Accordingly, the Court determines that all members of the Class are bound by this

26 Judgment, Final Order, and Decree. The persons and entities identified in Exhibit B attached

27 hereto, however, timely requested exclusion from the Class. Each of these persons or entities is

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1342045.2

il'!l!32°1EB) FINAL APPROVAL ORDER AND JUDGMENT AS TO DEFENDANT BARR LABORATORIES, INC.

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excluded from the Class, meaning they shall not be bound by the terms of the present Settlement

2 Agreement or by entry of this Judgment.

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8.

9.

[3] Class members asserted Objections to the Settlement.

The Court hereby grants final approval to the Settlement and finds that it is fair,

5 reasonable, and adequate, and in the best interests of the Class.

6 10. The Settlement is entitled to a presumption of reasonableness, as it was negotiated

7 at anns' length by experienced and well-prepared Class Counsel, aea-there httve not besa any ~ 8 Qbjections to the-Settl@:e:umt. (7-Eleven Owners for Fair Franchising v. Southland Corp. (2001)

9 85 Cal. App. 4th 1135, 1151.)

10 11. Even apart from this presumption, the Court has determined that the Settlement is

11 fair, reasonable, and adequate as measured by the relevant criteria. (See Dunk v. Ford Motor Co.

12 (1996) 48 Cal. App. 4th 1794, 1801 [listing and applying factors].) Prior to entering into the

13 proposed Settlement, Class Counsel, who have extensive experience in class action and antitrust

14 litigation, were well-informed about the potential risks and rewards ofcontinued litigation-

15 having conducted extensive discovery and investigation; having consulted at length with experts

16 concerning Barr's potential liability and Class members' damages; having overcome pleading

17 challenges, obtained class certification, and defended it on appeal; and having heavily litigated

18 the case as part of complex summary judgment proceedings, including reversing summary

19 judgment by the California Supreme Court.

20 12. The case was set for a trial call on January 20, 2017. As such, continued litigation

21 presents significant risks for Class members as well as further risks in any post-trial appeal.

22 ] 3. The Court finds that the $225 million in cash is fair, reasonable, and adequate

23 given the claims and defenses, the substantial litigation risks, and the history of these Actions.

24 14. In addition, the reaction of Class members strongly favors approval of the

25 Settlement. While the Class contains thousands of consumers and third-party payors, [3J Class

26 members have objected to the Settlement.

27 15. The Plan of Allocation, as approved in the Preliminary Approval Order and

28 described in tbe notice disseminated to Class members, is hereby approved as fair, reasonable,

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IJ'll~] FINAL APPROVAL ORDER AND JUDGMENT AS TO DEFENDANT BARR LABORATORIES, INC.

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and adequate. Pursuant to the Plan of Allocation, funds are to be disbursed from the Settlement

Fund as follows:

a. The attorneys' fees and costs approved by the Court may be distributed to

Class Counsel from the Settlement Fund within ten (10) days of the Effective Date of this

Settlement Agreement;

b. All remaining reasonable fees and expenses incurred in connection with the

administration of the escrow account and the Settlement Fund shall be paid from the Settlement

Fund by the Escrow Agent;

c. Disbursements for the payment of any taxes (including any estimated taxes,

I 0 interest, or penalties) due as a result of income earned by the Settlement Fund shall be made

11 promptly by the Escrow Agent;

12 d. The service awards approved by the Court for services rendered to the

13 Class by Plaintiffs shall be distributed to Plaintiffs from the Settlement Fund after the Effective

14 Date of the Settlement; and

15 e. The balance of the Settlement Fund after the payment of attorneys' fees,

16 reimbursement of litigation costs and expenses, taxes, service awards, costs of notice and

17 administration of the Settlement and Settlement Fund, and pursuant to the procedures set forth in

18 the Plan of Allocation, shall be distributed to Class members who submit timely claims that are

19 accepted by the Claims Administrator ("Authorized Claimants") in accordance with the Plan of

20 Allocation approved by the Court.

21 f. In the event monies remain as residue in the Settlement Fund following all

22 distribution efforts approved by the Court, Class Plaintiffs shall move the Court for an order

23 disposing of all such funds, including through possible additional distributions to approved Class

24 claimants and/or cy pres distribution as approved by the Court.

25 g. Other disbursements, such as for fees and expenses incurred in

26 administering the Settlement Fund and for the cost of notice, may be disbursed, as set forth in the

27 Settlement Agreement, prior to the Effective Date of the Settlement.

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I 342045.2

!!!LC P 301;:E>] FINAL APPROVAL ORDER AND JUDGMENT AS TO DEFENDANT BARR LABORATORLES, INC.

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h. In no event shall a residue in the Settlement Fund revert to Barr

2 Laboratories, lnc.

3 16. Based on the foregoing findings, the Settlement Agreement is finally approved and

4 made a part of this Judgment as if fully set forth herein, and shall have the full force and effect of

5 an order of this Court. The Settling Parties shall consummate the Settlement Agreement

6 according to its terms.

7 17. The Court therefore hereby orders and declares (i) the Settlement Agreement is

8 binding upon all Settling Parties and Class members; (ii) the Settlement Agreement shall be

9 preclusive in all pending and future lawsuits or other proceedings against Barr arising from the

l 0 facts alleged in these Actions; and (iii) the Settlement Agreement and this Order shall have res

11 judicata and preclusive effect in all pending and future lawsuits or other proceedings maintained

12 against Barr by or on behalf of the Class Plaintiffs or any other Class member, as well as each of

13 their heirs, executors, administrators, successors and assigns. Upon the Effective Date, the

14 Settlement Agreement shall be the exclusive remedy against Barr for satisfaction of any and all

15 Released Claims of Class members who did not properly and timely exclude themselves from the

16 Class.

17 18. The Court hereby incorporates the release in the Settlement Agreement. Thus, the

18 Released Parties are and shall be released and forever discharged from all manner of claims,

19 demands, actions, suits, causes of action, damages whenever incurred, and liabilities of any nature

20 whatsoever (whether such claims, demands, actions, suits, causes of action, damages or liabilities

21 arise or are incurred before, during or after the date hereof), including costs, expenses, penalties,

22 and attorneys' fees known or unknown, suspected or unsuspected, in law or equity, that Plaintiffs

23 or any member or members of the Class or Class Counsel, whether or not they object to the

24 Settlement and whether or not they make a claim upon or participate in the Settlement Fund, ever

25 had, now has, or hereafter can, shall or may have, directly, indirectly, representatively,

26 derivatively or in any other capacity (the "Releasor(s)"), arising from or related to any conduct,

27 events or transactions, prior to the date hereof, alleged or which could have been alleged in the

28 Actions, relating to Ciprofloxacin (branded Cipro® and/or its generic equivalents) (the "Released

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[Ra~P8!U!:B] FINAL APPROVAL ORDER AND JUDGMENT AS TO DEFENDANT BARR LA.BORA TORIES, INC.

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I Claims"). Except for enforcing this Settlement Agreement, each member of the Class hereby

2 covenants and agrees that he, she or it shall not, hereafter, seek to establish liability against any

3 Released Party based, in whole or in part, on any of the Released Claims. Should any member of

4 the Class breach this covenant not to sue, the Released Parties may seek equitable and legal

5 remedies, including the recovery of attorneys' fees incurred in responding to such breach.

6 Without in any way limiting the definition of Released Parties, the following specific entity is a

7 Released Party: Barr Laboratories, Inc.

8 19. In addition, each Releasor hereby expressly waives and releases, upon this

9 Settlement Agreement becoming final, any and all provisions, rights, benefits conferred by

I 0 section 1542 of the Civil Code, and any law of any state or territory of the United States, or

11 principle of common law, which is similar, comparable or equivalent to section 1542 of the Civil

12 Code. Civil Code section 1542 provides:

13 General Releas~laims Extinguished.

14 A general release does not extend to claims which the creditor does not know or

15 suspect to exist in his or her favor at the time of executing the release, which if

16 known by him or her must have materially affected his or her settlement with the

17 debtor.

18 Each member of the Class and each other Releasor may hereafter discover facts other than or

19 different from those which he, she or it knows or believes to be true with respect to the Released

20 Claims. Nevertheless, each member of the Class and each other Releasor hereby expressly

21 waives and fuJly, finally and forever settles and releases, upon this Settlement Agreement

22 becoming final, the Released Claims, whether any Released Claim is known or unknown,

23 suspected or unsuspected, contingent or non-contingent, concealed or hidden, without regard to

24 the subseqnent discovery or existence of such different or additional fuels.

25 20. Nothing in this Order shall be construed to expand the obligations of Barr under

26 the Settlement Agreement or to impose obligations on Barr other than those contained in the

27 Settlement Agreement.

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[Pft6P6SED] FINAL APPROVAL ORDER AND WDGMENT AS TO DEFENDANT BARR LABO RA TORIES, INC.

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B.

21.

Plaintiffs' Motion for Good Faith Determination Pursuant to CCP § 877.6 is

Granted.

Plaintiffs' unopposed request for a determination that the settlement is in good

4 faith is GRANTED. CCP § 877.6. The Court finds that the settlement is in good faith pursuant

5 to California Code of Civil Procedure section 877.6. This determination bars any other joint

6 tortfeasor or co-obligor from any further claims against Defendant Barr Laboratories, Inc. for

7 equitable comparative contribution or partial or comparative indemnity based on comparative

8 negligence or comparative fault. CCP § 877.6.

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c.

22.

Reservation of Jurisdiction.

Without affecting the finality of this Judgment and Final Order, the Settling Parties

11 have submitted to the exclusive and continuing jurisdiction of this Court, and this Court reserves

12 exclusive and continuing jurisdiction over the Settlement, including the administration,

13 consummation, and interpretation of the Settlement Agreement. Pursuant to California Rules of

14 Court, rule 3. 769(h), the Court retains exclusive and continuing jurisdiction over the Parties to

15 enforce the tenns of this Judgment.

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D.

23.

Entry of Final Judgment.

Pursuant to Code of Civil Procedure sections 578, 579, and 664.6, the Court, in the

18 interests of justice, there being no just reason for delay, directs the Clerk of the Court to enter this

19 Final Approval Order and Judgment, and hereby decrees that upon entry it shall be deemed a

20 Final Judgment with respect to all claims asserted by Class members against Barr.

21 24. The Court directs that the Actions be dismissed with prejudice as against Barr and,

22 except as provided for in the Settlement Agreement, without costs to the Settling Parties, and that

23 an order and final judgment of dismissal be entered as between Plaintiffs and Barr.

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Dated: J1od ;2, /, 2017

1342045.2

Judge ~~California County of San Diego

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[PIJOPQiilSQ] FINAL APPROVAL ORDER AND JUDGM ENT AS TO DEFEN DANT BARR LABORATORIES, INC.

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