United States District Court for the Northern District of California Master Docket No. 14-md-02521-WHO PROOF OF CLAIM AND RELEASE I. INTRODUCTION A. By Order dated September 20, 2018, the Court in this Action, In re Lidoderm, No. 14-md-02521-WHO (N.D. Cal.), approved three settlements entered into by the Direct Purchaser Class: a $71 million settlement with Watson Pharmaceuticals, Inc., Watson Laboratories, Inc., Actavis, Inc., and Actavis, plc. (together, Watson ), a $35 million settlement with the Defendants Teikoku Pharma USA, Inc. and Teikoku Seiyaku Co., Ltd. (together, Teikoku ), and a $60 million settlement with Endo Pharmaceuticals Inc. ( Endo ). The total settlement is therefore $166 million (the Gross Settlement Fund ). B. The Notice of Proposed Settlement of Class Action dated May 21, 2018 ( Settlement Notice ) summarizes the litigation and the terms of the Settlements. Copies of the Settlements, the Settlement Notice, and the Court s Order approving the Settlements and the Settlement Notice are available at www.lidodermantitrustdppsettlement.com. C. Using electronic data showing manufacturers sales of brand and generic Lidoderm (lidocaine 5% patch) to direct purchasers, supplemented when necessary by class member purchase data, the claims administrator, working with an analyst retained by the attorneys for the Direct Purchaser Class, has calculated the net volume of: (a) brand Lidoderm you purchased directly from Endo during the period December 17, 2012 through March 16, 2015 (in patches), and (b) generic Lidoderm you purchased directly from Watson and/or Endo s subsidiary Generics Bidco I, LLC d/b/a Qualitest ( Qualitest ) during the period September 15, 2013 through March 16, 2015 (in patches). These calculations appear in Part VII below, and are net of returns and net of any purchases for which you have assigned the right to recover to an assignee of your claims, if and to the extent we have been advised of such assignments and been provided data showing purchases covered by such assignments as of October 11, 2018. These calculations are subject to change if additional or different information concerning assignments is submitted. D. The settlement with Endo provides that the payment from Endo will be made in two installments: an initial payment of $40 million, and a second payment in March 2019 of $20 million. However, you only need to complete and return this Claim Form and Release once. You will not be sent or asked to complete and return a second Proof of Claim and Release in order to recover a share of the payment to be made by Endo in March 2019. Claimants who submit a valid and complete Proof of Claim and Release will automatically receive a pro rata share of Endo s second payment. II. GENERAL INSTRUCTIONS A. To receive any money from the Net Settlement Fund, you must complete this form and sign it under penalty of perjury. Claims of Class Members who fail to file a timely, complete, and properly-addressed Proof of Claim and Release may be rejected, and the Class Member may be precluded from any recovery. Your completed and signed Proof of Claim and Release must be postmarked on or before November 30, 2018, and sent to the Claims Administrator at: c/o RG/2 Claims Administration LLC P.O. Box 59479 Philadelphia, PA 19102-9479 Phone: 866-742-4955 Fax: 215-827-5551 Website: www.rg2claims.com 1
B. All inquiries regarding the allocation of settlement proceeds will need to be made in writing to the Claims Administrator at the address above. C. All Class Members who did not previously seek exclusion from the Class will be bound by the terms of the judgment entered in this action regardless of whether they submit a Proof of Claim and Release. However, to receive your share of the Settlement Fund, you need to sign and return this Proof of Claim and Release. III. SPECIFIC INSTRUCTIONS A. CLASS MEMBERS QUALIFYING PURCHASES OF BRAND AND GENERIC LIDODERM: An analyst retained by the attorneys for the Direct Purchaser Class has calculated (a) the total net volume of Lidoderm you purchased directly from Endo during the period of December 17, 2012 through March 16, 2015, as reported in Endo s electronic sales data and (b) the total net volume of generic Lidoderm you purchased directly from Watson and from Qualitest during the period of September 15, 2013 through March 16, 2015, as reported in Watson s and Qualitest s electronic sales data. Qualifying purchases are those purchases of brand and generic Lidoderm (lidocaine 5% patch) made directly from Endo, Watson, or Qualitest during the relevant time periods. Qualifying purchases do not include any purchases that are subject to assignments known to us and for which we have already been provided data. Your total net volumes of qualifying purchases of brand Lidoderm and qualifying purchases of generic Lidoderm (in patches) appears below in Section VII. These calculations are subject to change if additional or different information concerning assignments is submitted. B. VERIFICATION: You must verify the accuracy of the total net purchase volumes listed below in Section VII. If you agree that the information in Section VII is accurate, you should check the box in Section VII, sign the Proof of Claim Form, and mail it to the Claims Administrator at the address listed in Section II(A), postmarked no later than November 30, 2018, and you are not required to produce any purchase data. By agreeing with the amount to be listed in Section VII, you are waiving the right to challenge the Claim Administrator s determination regarding your pro rata distribution amount on the ground that the distribution amount would have been different had it been calculated using your own purchase records. C. INACCURATE INFORMATION: If you find that the calculations derived from the Endo, Watson, and Qualitest sales data are different from the summary based on your internal purchase records, you have the option to file your claim based on your internal records. In that case, you must provide supporting documentation, which is subject to review and evaluation by the Claims Administrator. D. PROOF OF ELIGIBILITY: Per the Class definition, in order to be part of the Direct Purchaser Class, you must have purchased brand or generic Lidoderm directly from Endo or Watson during the period from August 23, 2012 through May 1, 2014. Alternatively, you may be entitled to receive money from the Net Settlement Fund if you have an assignment of claims from an entity that purchased brand or generic Lidoderm directly from Endo or Watson during the period from August 23, 2012 through May 1, 2014. IV. ASSIGNMENTS If you have wholly or partially assigned your claim at any time or are proceeding based on asserted assignments of claims from one or more Class Members relating to any direct purchases of brand Lidoderm from Endo during the period from December 17, 2012 through March 16, 2015 or relating to any direct purchases of generic Lidoderm from Watson or Qualitest during the period from September 15, 2013 through March 16, 2016, you must provide documentation in support of such assignments with your completed Proof of Claim and Release. If you have assigned your claim to another entity, either wholly or partially, you must inform us immediately. Your voluntary reporting of that information is the only way we can learn of such assignments. 2
Your Proof of Claim & Release Must Be Postmarked No Later Than November 30, 2018 United States District Court for the Northern District of California Master Docket No. 14-md-02521-WHO V. CLAIMANT IDENTIFICATION Name and Address of Class Member (as appears on invoices) Please make all required updates or changes below: Contact Person: Phone Number: Email Address: Fax Number: VI. CLAIMANT ELIGIBILITY It has been determined that: [ ] You are considered an eligible Class Member without providing further documentation. VII. AMOUNT OF QUALIFYING PURCHASES OF LIDODERM Your total net amount of qualifying purchase volume of brand Lidoderm from December 17, 2012 through March 16, 2015 is: Patches of brand Lidoderm Your total net amount of qualifying purchase volume of generic Lidoderm from September 15, 2013 through March 16, 2015 is: Patches of generic Lidoderm The above figures were calculated based on Endo, Watson, and Qualitest sales data, deducting any returns, free samples, and known assignments to an assignee of your claims, supplemented by Class member purchase data as necessary. Please note that the relevant National Drug Codes are 63481-0687-06 (brand Lidoderm) and 00603-1880-16, 00591-3525-30, and 00591-2679-30 (generic Lidoderm). Please also note that these totals include only purchases made directly from Endo, Watson, and Qualitest. These purchase volumes may include direct purchases by your related entities, such as parents, subsidiaries, and affiliates, if any. If you have questions regarding whether purchases made by certain of your related entities are included in the totals above, please contact the Claims Administrator. Your purchase volume calculations may be further revised during the claims administration process based on any known assignments you have made and/or additional data obtained regarding the purchases covered by any such assignments. [ ] Check here if you agree with the above information. The Plan of Allocation is available at www.lidodermantitrustdppsettlement.com. It sets forth the manner in which the Net 3
Settlement Fund will be allocated among the Class members. VIII. AMOUNT OF QUALIFYING PURCHASES BASED ON YOUR INTERNAL RECORDS If you find that the calculations above of your brand and/or generic Lidoderm (lidocaine 5% patch) purchases made directly from Endo, Watson, and Qualitest drawn from Endo s, Watson s, and Qualitest s sales data is different from the information drawn from your internal brand and generic Lidoderm purchase records from these entities, you may file your claim based on your internal records. Please note that the relevant National Drug Codes are 63481-0687-06 (brand Lidoderm) and 00603-1880-16, 00591-3525-30, and 00591-2679-30 (generic Lidoderm). [ ] Check here if you choose to file your claim based on the information drawn from your internal records. State your total net amount of qualifying purchase volume of brand Lidoderm from December 17, 2012 through March 16, 2015 based on your internal records: patches of brand Lidoderm State your total net amount of qualifying purchase volume of generic Lidoderm from September 15, 2013 through March 16, 2015 based on your internal records: patches of generic Lidoderm If you decide to dispute the amount listed in Section VII you are required to provide the Claims Administrator with valid documentation in support of the purchases claimed. Acceptable documentation includes copies of (a) purchase invoices or (b) internal purchase records or ledgers certified by your purchasing (accounts payable) department or an independent accountant. Such documentation needs to indicate the (a) date of purchase; (b) National Drug Code (NDC) of the brand and generic Lidoderm product purchased; (c) supplier; (d) purchaser (including proof that the purchaser is you, your related company, or your valid assignor, and that the purchaser was invoiced by Endo, Watson, or Qualitest for the purchase and appears as the bill to or sold to entity in the transactional data); and (e) quantity purchased/returned in patches. Please note that the totals above should include only purchases you made directly from Endo, Watson, and Qualitest or direct purchases made by another entity that are covered by an assignment of rights to you. All documentation will be subject to review and evaluation by the Claims Administrator. SCHEDULE OF QUALIFYING DIRECT PURCHASES OF LIDODERM Date of Purchase 1 National Drug Code (NDC) 2 Supplier Transaction Type 3 Invoice Purchases Purchase Amount (# of Patches) Returns 1 Please use a standard date formats, such as MM/DD/YYYY. 2 Please use standard 11-digit National Drug Code (NDC) in the format NNNNN-NNNN-NN. 3 Please either use invoice purchases or returns. Assignments [ ] Check here if you are filing a claim based on an assignment. [ ] Check here if you have assigned your claim away, wholly or partially, to another entity. If you are submitting a claim pursuant to an assignment of claims relating to any purchases of brand Lidoderm directly from 4
Endo during the time period December 17, 2012 through March 16, 2015 and/or any purchases of generic Lidoderm directly from Watson or Qualitest during the time period September 15, 2013 through March 16, 2015 that were assigned to you, you must identify with particularity the assignment(s) here. Please attach documentation in support of such assignments, which will be reviewed by the Claims Administrator. If you have wholly or partially assigned your claim to another entity, you must do the same. IX. RELEASE AND SUBMISSION TO JURISDICTION OF THE COURT RELEASE A. By signing below, you confirm that you unconditionally, fully and finally release and forever discharge and covenant not to sue Defendants, any past, present and future parents, subsidiaries, affiliates, officers, directors, employees, agents, attorneys, servants, representatives (and as applicable each of their past, present and future officers, directors, employees, agents, attorneys, servants, and representatives), and the predecessors, successors, heirs, executors, administrators, and representatives of each of the foregoing (the Releasees ) from any and all past, present, or future liabilities, claims, demands, obligations, suits, injuries, damages, levies, executions, judgments, debts, charges, actions, or causes of action, at law or in equity, whether class, individual, or otherwise in nature, and whether known or unknown, foreseen or unforeseen, suspected or unsuspected, contingent or non-contingent, arising out of or relating to purchases of branded Lidoderm or its generic equivalents (lidocaine 5% patch) at any time prior to the Settlement becoming final, and arising under the Sherman Act, 15 U.S.C. 1 & 2, et seq., or any other federal or state statute or common law relating to antitrust or unfair competition (the Released Claims ). The Released Claims include, but are not limited to, any and all claims relating to or arising out of the facts, occurrences, transactions, or other matters alleged or asserted in this Action, In re Lidoderm, No. 14-md-02521-WHO (N.D. Cal.), or that could have been alleged or asserted in this Action. B. In addition, you hereby expressly waive, release and forever discharge any and all provisions, rights and benefits conferred by 1542 of the California Civil Code, which reads: Section 1542. General Release; extent. A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor; or by any law of any state or territory of the United States or other jurisdiction, or principle of common law, which is similar, comparable or equivalent to 1542 of the California Civil Code, notwithstanding that the release in paragraph A above is not a general release. You may hereafter discover facts other than or different from those that you know or believe to be true with respect to the claims that are the subject matter of Paragraph A above, but you hereby expressly waive and fully, finally and forever settle, release and discharge, upon this Settlement becoming final, any known or unknown, foreseen or unforeseen, suspected or unsuspected, asserted or unasserted, contingent or non-contingent claim that is the subject matter of paragraph A above, whether or not concealed or hidden, without regard to the subsequent discovery or existence of such different or additional facts. You also hereby expressly waive and fully, finally and forever settles, releases and discharges any and all claims it may have against any Released Party under 17200, et seq., of the California Business and Professions Code or any similar comparable or equivalent provision of the law of any other state or territory of the United States or other jurisdiction, which claims are expressly incorporated into the definition of Released Claims. C. The releases set forth in paragraphs A and B shall not release claims between you and the Released Parties under Article 2 of the Uniform Commercial Code (pertaining to sales), the laws of breach of contract or express warranty, the laws of negligence, product liability, implied warranty, or personal injury, or other claims wholly unrelated to the allegations in the Action or wholly unrelated to allegations that could have been alleged or asserted in the Action including, in particular, any claim asserted in In re Opana ER Antitrust Litigation, MDL No. 2580. 5
D. By signing below, you also are verifying that you have not assigned or otherwise transferred, in whole or part, your claim or any other matter released pursuant to this release. You are further verifying under penalty of perjury that the information provided in this Proof of Claim and Release is accurate and complete. E. By signing below, you are agreeing to submit to the exclusive jurisdiction of the United States District Court for the Northern District of California with respect to any suit, action, proceeding or dispute arising out of or relating to this Action, claims administration in this Action, the claim you or any other entity is making as a Class Member or assignee thereof, and/or the Release set forth above. F. You declare, under penalty of perjury under the laws of the United States of America that the foregoing information provided by the undersigned is true and correct and that this Proof of Claim and Release was executed: at, Month Day Year City State (Sign your name here) (Type/Print your name here) (Type/Print your company name here. Please include all related entities) (Capacity of person signing, e.g., President, Partner) 6
ACCURATE PROCESSING OF CLAIMS MAY TAKE SUBSTANTIAL TIME. THANK YOU IN ADVANCE FOR YOUR PATIENCE. REMINDER CHECKLIST 1. If you agree with the determination of the total net amount of your direct brand and generic Lidoderm purchases, please check the box in Section VII. 2. If you do not agree with the determination of the total net amount of your brand and generic Lidoderm direct purchases, you may dispute the amount of qualifying purchases in Section VII, and file your claim based on your internal records, by completing Section VIII and providing the requisite supporting documentation to the Claims Administrator. 3. Please sign the Release and Submission to the Jurisdiction of the Court in Section IX. 4. Maintain the original documents and electronic files supporting your claim (where applicable). 5. Keep a copy of the completed Proof of Claim and Release for your records. 6. If you want proof that your claim was received, send your Proof of Claim and Release by Certified Mail (return receipt requested). You will bear all risks of delay or non-delivery of your claim. 7. Submit your original, signed Proof of Claim and Release to the Claims Administrator postmarked no later than November 30, 2018. 8. If your address changes in the future, or if this document was sent to an incorrect address, please send us written notification of your new address. 9. If you have any questions concerning your claim or the Proof of Claim and Release, please contact the Claims Administrator at: c/o RG/2 Claims Administration LLC P.O. Box 59479 Philadelphia, PA 19102-9479 Phone: 866-742-4955 Fax: 215-827-5551 Website: www.rg2claims.com 10. More information about the settlement is available at www.lidodermantitrustdppsettlement.com. 7