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UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

NORFOLK DIVISION

Hli-ClINOPFN ROIIRT

""^5 1 8 2018

CLERK. U.S. DISmiCT COURTNORFOLK. VA

IN RE CELEBREX (CELECOXIB)ANTITRUST LITIGATION

This document relates to:

Direct Purchaser Actions

Lead Case No. 2:14-cv-00361

ORDER GRANTING DIRECT PURCHASER CLASS PLAINTIFFS' UNOPPOSEDMOTION FOR FINAL APPROVAL OF SETTLEMENT AND DISTRIBUTION PLAN,ATTORNEYS' FEES, REIMBURSEMENT OF EXPENSES, SERVICE AWARDS TO

THE CLASS REPRESENTATIVE PLAINTIFFS, AND ENTRY OF FINAL JUDGMENTAND ORDER OF DISMISSAL

WHEREAS, this matter having come before the Court by way of Direct Purchaser Class

Plaintiffs' Unopposed Motion for FinalApproval of Settlement and Entry of Final Judgment and

Orderof Dismissal ("Final Approval Motion"), and by way of Direct Purchaser Class Plaintiffs'

Motion for an Award of Attorneys' Fees, Reimbursementof Expenses, and Service Awards to

the Class Representative Plaintiffs (ECF No. 617) ("Attorneys' Fees Motion");

WHEREAS, on November 20, 2017, the direct purchasers and the defendants, Pfizer,

Inc., G.D. Searle LLC, and Pfizer Asia Pacific Pte. Ltd. (collectively "Pfizer"), entered into a

settlement agreement that, if finally approved by the Court, will result in a settlement of the

direct purchasers' claims in the above-captioned action (the "Settlement Agreement") (ECF No.

609-1);

WHEREAS, the terms of the Settlement Agreement create a common fund that will

confer an immediate monetary benefit to the previously certified Class (ECF No. 443) of

$94,000,000 (plus interest but less litigation expenses and attorneys' fees) (ECF No. 609-1);

WHEREAS, on December 8, 2017, this Court granted Direct Purchaser Class Plaintiffs'

Case 2:14-cv-00361-AWA-DEM Document 630 Filed 04/18/18 of 12 PageID# 40373

Unopposed Motion ForPreliminary Approval Of Settlement, Approval Of Form And Manner Of

Settlement Notice, Appointment Of Settlement Administrator And Escrow Agent, And Order

Setting Schedule For Final Fairness Hearing ("Preliminary Approval Order") (ECF No. 615);

WHEREAS, on December 18, 2017, a Court-approved settlement notice was mailed to

each of the class members via postage-prepaid U.S. First Classmail, and the contents of the

notice were posted on the litigation-specific website established by the settlement administrator

(http;//www.celcbrexdirectUtigation.com) (ECF No. 616);

WHEREAS, no class member opted out of the class or objected to the settlement (ECF

No. 609-4;

WHEREAS, on January 8, 2018, the direct purchasers publicly filed, under Rule 23(e) of

the Federal Rules of Civil Procedure, their Fees Motion, and supporting papers, requesting (i)

reimbursementof reasonable costs and expenses incurred in the prosecution of this action of

$1,819,457; (11) payment of $100,000 as a serviceaward to each of the threeCourt-appointed

Class Representatives (totaling $300,000 in service awards); and (iii) an award of attorneys' fees

in the amount of one-third of the Settlement Fund (after deducting for requested reimbursement

of litigation expenses and adding interest earned on that amount since the Settlement Fundwas

created (i.e., an award of $30,723,777) (ECF No. 617).

WHEREAS, on January 8, 2018, AmerisourceBergen Drug Corporation, Cardinal Health,

Inc., and McKesson Corporation, three of the largest class members whh the majority of the

aggregate purchases, submitted letters supporting the settlement, reimbursement of expenses,

payment of service awards, and payment of attorney's fees as outlined above. (ECFNos. 619-4-

619-6).

WHEREAS on February 21,2018, H.D. Smith, another class member with the fourth


largest share of aggregate purchases, submitted a letter supporting the settlement, reimbursement

of expenses, payment of service awards, and payment of attorney's fees as outlined above.

WHEREAS, on February 21, 2018, the direct purchasers filed, under Rule 23(e) of the Federal

Rules of Civil Procedure, their Final Approval Motion and supporting papers;

WHEREAS, this Court has considered, among other things, the materials filed in support

ofboth the direct purchasers' Fees Motion and Final Approval Motion;

WHEREAS, this Court held a Fairness Hearing on April 18, 2018, and has considered all

of the submissions and arguments whh respect to the Settlement, and otherwise being fully

informed, and good cause appearing therefore;

WHEREAS, this Order incorporates herein and makes a parthereof, the Settlement

Agreement and its exhibits, and the Preliminary Approval Order.

WHEREAS, this Court has jurisdiction over this action and all parties thereto, including,

but not limited to, all Class members, for all matters relating to this action, and the Settlement,

including, without limitation, the administration, interpretation, effectuation, or enforcement of

the Settlement and this Order.

WHEREAS, this Court has considered the direct purchasers' Final Approval Motion and

the direct purchasers' Fees Motion, and their accompanying submissions and argument thereon,

it is hereby ORDERED that these Motions are GRANTED.

A. Direct Purchaser Class Plaintiffs' Final Approval Motion is Granted

1. Class Notice

1. The record shows, and the Court finds, that notice has been given to the Class in

substantially the manner approved by this Court in its Preliminary Approval Order. ThisCourt

finds that such notice consthutes: (i) the best notice practicable to the Class under the

circumstances; (ii) notice that was reasonably calculated, under the circumstances, to apprise the


Class of the pendency of the action and the terms of theSettlement, their right to exclude

themselves from the Settlement or to object to any part thereof, their right to appear at the

Fairness Hearing (either on their own or through counsel hired at theirown expense), and the

binding effect of the orders, the Final Order, and theFinal Judgment, whether favorable or

unfavorable, on all persons who do not exclude themselves from the Settlement; (ill) due,

adequate, and sufficient notice to all persons or entities enthled to receive notice; and (iv) notice

that fully satisfies the requirements of the United States Constitution (including the Due Process

Clause), Rule 23 of the Federal Rules of Civil Procedure, and any otherapplicable law.

2. Due and adequate notice of the proceedings having been given to the Classand a

fiill opportunity having been offered to Class members to participate in theFairness Hearing, it is

herebydetermined that all Class members are bound by the terms of this Order.

2. Final Approval of Settlement Agreement

3. The Court finds thai the Settlement resulted from extensive, good faith, arm's-

length negotiations between the parties, through experienced counsel, and with the assistance of

two separate mediations in the August to October 2017 timeframe - the second of which taking

place before iViagistrate Judge Krask.

4. Under Federal Rule of Civil Procedure 23(e), the Court hereby finally

approves in all respects the Settlement and finds that it benefits the Classmembers. TheCourt

further finds that the Plan of Distribution and all other parts of the Settlement and its

administration, are in all respects, fair, reasonable, and adequate, and in the best interest of the

Class, within a range that responsible and experienced attorneys could accept considering all

relevant risks and factors, and are in full compliance with all applicable requirements of the

Federal Rules of Civil Procedure, the United States Constitution (including the Due Process

Clause), and the Class Action Fairness Act (28 U.S.C. § 1715). Accordingly, the Settlement shall


be consummated in accordance with its terms and provisions.

5, The Court further finds that the Settlement is fair, reasonable, and adequate in

light ofthe factors set forth in In reJiffy Lube Securities Litigation, 927 F.2d 155 (4th Cir. 1991),

and based on the following factors, among others:

a. This case was highly complex, expensive, and time consuming andit would have continued to be so through trial had the case notsettled;

b. If the case were to continue, the Class would face substantial risksin establishing liability and damages;

c. The Settlement was reached after extensive, arm's-lengthnegotiations held in good fahh and withthe benefitof twomediations, the latter mediation taking place before MagistrateJudgeKrask in the month priorto the Settlement being reached;

d. There were no objections to the Settlement, and no opt-outrequests. Each of the Class Representatives, class member H.D.Smith, and the three largest class members (who collectivelyconsthute approximately 94% of the total aggregate classpurchases of celecoxib during the class period), provided expresssupport for the Settlement;

e. Because the case settled after the close of fact and expertdiscovery, after the parties had briefed discovery, classcertification, Daubert motions, summary judgment motions, andmotions in limine, and the parties were within a month ofempaneling a jury and beginning trial. ClassCounsel has hada fullappreciation of the strengths and weaknesses of the directpurchasers' case while negotiating the Settlement;

f. The Class Counsel assessing the adequacy of the settlement arewell-experienced, highly regarded attorneys who have heldnumerous lead counsel positions in complex antitrust class actioncases, specifically in the pharmaceutical sector;

g. The Settlement amount is well within the range of reasonablenessin light of the best possible recovery and the risks the parties facedif the case continued to verdicts as to both liability and damages.

3. Plan of Distribution is Approved

6. The Court approves the Plan of Distribution proposed by Lead Counsel (ECF No.


609-4). Consistent witFi the descriptions provided in the longform notice(mailed via first-class

mail to all Class members), distributions from the Net Settlement Fund (i.e., the settlement fund

plus accrued interest and less Court-awarded fees, expenses, service awards, applicable taxes,

and administration costs) will be made on a pro rata basis.

7. Distributions to each class member will be in proportion to how much brand and

generic Celebrex thatclass member purchased during theClass Period, as compared to all other

class members who filed a valid Claim Form.The proposed Plan of Distribution is fair, efficient,

and is approved.

8. The Court directs Epiq Class Action & Claims Solutions, Inc. ("Epiq"), in

conjunction with LeadCounsel, to administer the Settlement, determine the distribution amounts

to Claimants, and distribute the Net Settlement Fund proceeds.

9. Epiq, working in conjunction with Lead Counsel, shalldistribute an

individualized Claim Form to each Class member by first class mail within 10 days of the date of

this Order granting final approval ofthe Settlement (or ifthe 10* day lands on a weekend or

holiday, the first business day thereafter). The submission of the Claim Formto the Settlement

Administrator (with any necessary supporting documentation if the Claimant does not agreewith

information contained in its Claim Form) will be deemed timely if h is received by the Claims

Administrator or post-marked within 60 days from the date of this Order(or if the 60thday lands

on a weekend or holiday, the first business day thereafter). At Lead Counsel's discretion, this

deadline may be extended another 30 days. Lead Counsel may also seek further extensions of the

deadline by order of the Court after any initial extension, Untimely Claims Forms may be subject

to disallowance.

B. Direct Purchaser Class Plaintiffs' Fee Motion is Granted

10. The Court finds that the $94,000,000 cash settlement (plus accrued interest and


less attorneys' fees, expenses, administration costs, and service awards) confers an immediate

and substantial benefit to the class. The benefit is substantial both in absolute terms and when

assessed in light of the risks of establishing liability and damages in this case.

11. In assessing requests for attorneys' fees in common fund cases, this Court, as

other courts in this District have done, relies on the percentage-of-the-fiind method followed by a

lodestar cross-check. See, e.g., In re NeuStar, Inc. Sec. Litig., No. 14-CV-885, 2015 U.S. Dist.

LEXIS 165320,at *20-21 (E.D. Va. Dec. 8, 2015); see also In re TheMills Corp. Sec. Litig., 265

F.R.D. 246,261 (E.D. Va. 2009).

12. As part of assessing the percentage-of-the-fund method, thisCourt applied the

following factors;

1. The resuhs obtained for the class;

2. The presence or absence of substantial objections by members of the class;

3. The quality and skill of the attorneys involved;

4. The complexity and duration of the litigation;

5. The risk of non-payment;

6. Public policy considerations; and

7. Awards in similar cases.

Upon consideration of these factors, the Court finds that these factors support the requested

award.

13. There were no objections to the Settlement, the requested fee award, or the

requested reimbursementof expenses, and no class members have opted out of the Settlement.

14. The three largest Class members, who collectively constitute approximately 94%

ofthe total aggregate class purchases of celecoxib during the class period, have each submitted


letters to the Court. Those letters articulate express support for the Settlement, the direct

purchasers' counsel's ("Class Counsel") fee and expense requests, and the requested service

awards.

15. The letters of support from these three large sophisticated Class members are an

indication that the fee sought in this matter is akin to what would have been privately negotiated

outside the context of Rule 23.

16. ClassCounsel haveeffectively and efficiently prosecuted this difficult and

complex action, which was vigorously Ihigated by both sides, on behalf of the members of the

Class for approximately three and a halfyears, with no guarantee they would be compensated for

their time or reimbursed for their out-of-pocket costs.

]7. Class Counsel undertook numerous and significant risks of nonpayment in

connection with the prosecution of this action,

18. Class Counsel have reasonably incurred $1,819,457 in out of-pocket expenses

(including substantial expert expenses), in prosecuting this action with no guarantee of recovery.

19. The Settlement achieved for the benefit of the Class was obtained as a direct

result ofClass Counsel's skillful advocacy and vigorous prosecution of this case.

20. The Settlement was reached only after extensive negotiations held in good-faith

and in the absence ofcollusion.

21. This lawsuit servesthe public interest. It focused on whether therewas fraud on

the U.S. government and then efficiently litigated, viatheclass action mechanism, thealleged

fraud along with alleged unlawful monopolization in the marketplace. Courtsencourage these

types of worthy class action lawsuits, and, particularly here, where the fee award is anchored

entirely to the actual cash value of the settlement (rather than a fee award based in part on a


valuation of a non-casli benefit).

22. Fee awards of one-third of the settlement amount are commonly awarded in cases

analogous to this one (i.e., complex Hatch-Waxman antitrust cases). See, e.g.. In re K-Dur

Aniitrusi Lilig., 01-1652, (D.N.J. Oct. 5, 2017) (3373% fee awarded on $60 million settlement);

In re Neurontin Antitrust Litig., 02-1830 (D.N.J. Aug. 6, 2014) (33V3% fee awarded on $191

million settlement);/?? re Flonase Antitrust Litig., 08-cv-3149 (E.D. Pa. June 14, 2013) (33'/3%

fee awarded on $150 million settlement);/n re Tricor Direct Purchaser Antitrust Litig., 05-cv-

340 (D. Del. April 23, 2009) (33 '/3% fee awarded on $250 million settlement); In reRemeron

Direct Purchaser Antitrust Litig., 2005 U.S. Dist. LEXIS 27013 (D.N.J. Nov. 9, 2005); (33'/3%

fee awarded on $75 million settlement).

23. In light of the factors and findings described above, the fee award is within the

applicable range of reasonable percentage-of-the-fund awards.

24. Class Counsel have reasonably spent more than 31,000 hours prosecuting this

complex, contingent antitrust litigation over the past three and a half years, resulting in a total

lodestar of $15,781,983 (using historic rates). At those rates, the lodestar muhiplier calculates to

1.94. This is a reasonable muhiplier in this Circuit. Further, Class counsel is continuing to

expend additional hours (not included in the lodestar cross-check calculations) to facilitate the

settlement administration process, handle related settlement logistics, respond to class member

inquiries, and prepare the necessary papers required to obtain Final Approval, as well as prepare

for, and appear at, the Final Approval hearing.

25. Accordingly, Class Counsel are hereby awarded attorneys' fees to be paid from

the Settlement Fund in the amount of $30,723,777 (or one-third of the $94 million settlement,

after deduction for requested reimbursement of litigation expenses, plus interest on that amount)


plus interest in an amount equal to the interest earned on $30,723,777 since the Settlement Fund

was created. The Court finds this award to be fair and reasonable.

26. This Court further approves reimbursement of $1,819,457 in expenses, which

were reasonable and necessary expenses incurred in representing the Class.

27. Numerous courts have found it appropriate to specifically reward named class

plaintiffs with service awards to recognize the benefits they have conferred on the litigation.

28. No objections were filed concerning the requested service awards and, in fact, the

requested service awards have garnered the written support of the largest class members.

29. The Class Representatives diligently and fully fulfilled their obligations to the

Class. They stepped forward and pursued the Class's interests by filing suit on behalfof the

members of the Class, sitting for depositions, participating in the negotiations culminating in the

Settlement Agreement, and undertaking other responsibilities attendant upon serving as a named

plaintiff

30. These Class Representatives - American Sales Company, LLC, Rochester Drug

Co-Operative, Inc., and Cesar Castillo, Inc.-are each awarded $100,000, payable fi"om the

Settlement Fund, for their role in bringing about this recovery on behalf of the Class. This

amount is in addition to whatever monies the Class Representatives will receive from the

Settlement Fund under the Court-approved Plan of Distribution.

C. Final Judgment and Order of Dismissal

IT IS HEREBY ADJUDGED AND DECREED PURSUANT TO RULE 58 OF THE

FEDERAL RULES OF CIVIL PROCEDURE AS FOLLOWS:

31. Having found the Settlement to be fair, reasonable, and adequate, within the

meaning of Rule 23(e) of the Federal Rules of Civil Procedure as to Class members, and that

due, adequate, and sufficient notice has been provided to all persons or entities entitled to receive

10


notice satisfying the requirements of the United States Constitution (including the Due Process

Clause), Rule23 ofthe Federal Rules of Civil Procedure, and any other applicable law, the Final

Approval Motion shall be granted and the Settlement shall be consummated in accordance whh

its terms as set forth in the Settlement Agreement.

32. Having found the direct purchasers' Fees Motion to be fair and reasonable, and

adequate within the meaning of Federal Rule ofCivil Procedure 23 as to Class members, and

that due, adequate, and sufficient notice has been provided to all persons or entities entitled to

receive notice satisfying the requirements of the United States Constitution (including the Due

Process Clause), Rule 23 of the Federal Rules of Civil Procedure, and any other applicable law,

the direct purchasers' Fees Motion shall be granted.

33. The Court approves the proposed Plan of Distribution of the Net Settlement Fund.

34. This Action is hereby dismissed with prejudice and, except as provided for in

Section 9 ofthe Settlement Agreement, without costs and without attorneys' fees recoverable

under 15 U.S.C. § 15(a).

35. Releasors' Released Claims with respect to Released Parties are hereby

released, such release being effective as ofthe Effective Date.'

36. Releasors are permanently enjoined and barred from instituting, commencing, or

prosecuting any action or other proceeding asserting any Released Claims against any Released

Party.

37. With respect to any non-released claim, no rulings, orders, or judgments in this

Action shall have any resjudicata, collateral estoppel, or offensive collateral estoppel effect.

38. This Court retains exclusive jurisdiction over the Settlement and the Settlement

Capitalized terms in this paragraph are defined in the Settlement Agreement.

II


Agreement including its administration and consummation;

39. There being nojust reason for delay, the Courtdirects thatjudgmentof dismissal

of ail the direct purchasers' claims against Pfizer shall be final and appealable. TheClerk of this

Court is requested to enter this Order and Final Judgment.

Dated:

IT IS SO ORDERED.

A_,2018

12

BY THE COURT:

Hon. Arenda L. Wright AllenUnited States District Judge


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