Opinion

IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

IN RE: GENERIC PHARMACEUTICALS MDL 2724

PRICING ANTITRUST LITIGATION 16-MD-2724

HON. CYNTHIA M. RUFE

THIS DOCUMENT RELATES TO: Civil Action Nos.

Providence St. Joseph Health, et al., v. Actavis 23-cv-03636-CMR

Holdco U.S., Inc., et al.

United Healthcare Services, Inc., v. Actavis 19-ev-00629-CMR

Holdco U.S., Inc., et al.

1199SEIU National Benefit Fund, et al., v. 19-cv-06011-CMR

Actavis Holdco U.S., Inc. et al.

CVS Pharmacy, Inc., v. Actavis Elizabeth, LLC, 20-cv-06310-CMR.

et al.

Rite ad Corp., et al. vy. Actavis Holdco U.S., Inc., 30-cv-03367-CMR

The Kroger Co., et al v. Actavis Holdco U.S. Inc.,

et al, 18-cv-00284-CMR

J M Smith Corporation v Actavis Holdco U.S. Inc., 20-cv-04370-CMR

et al.,

Walgreen Company, v Actavis Holdco U.S. Inc.,

et al., 20-cv-06258-CMR

Humana Inc. v. Actavis Elizabeth, LLC, et al.

18-cv-03299-CMR

Molina Healthcare, Inc., v. Actavis Elizabeth,

LLC et al. 20-cv-00695-CMR

Health Care Service Corp. v. Actavis Elizabeth,

LLC etal 19-CV-5819-CMR

MEMORANDUM OPINION and ORDER

In this nearly decade-old multidistrict litigation ("MDL"), dozens of Plaintiffs allege that

numerous Defendants engaged in an antitrust conspiracy to allocate the market for and fix the prices of

certain generic pharmaceutical products. The genesis of this litigation and the broad outline of the

complaints that are now at issue are similar to those recounted in a prior opinion in this MDL.1 That

opinion generally found that several complaints filed by state, individual and class plaintiffs properly

alleged that several generic pharmaceutical companies, including Epic Pharma LLC ("Epic"), the

Defendant whose eleven motions to dismiss for failure to state a claim are at issue now, engaged in an

overarching multi-drug conspiracy.

I. BACKGROUND

Several individual plaintiffs—vendors, distributors, insurance companies, health systems and

other entities that purchased various generic pharmaceuticals but did not join the class action lawsuits, as

well as members of class actions filed in this MDL against generic drug manufacturers and vendors—

filed additional complaints, either individually or in combination as co-plaintiffs, alleging similar

violations by several generic drug manufacturers and distributors of scores of generic drugs.2 The eleven

complaints, all amended or supplemented after their original filing, accuse Epic of violating federal or

state laws outlawing anti-competitive practices and profiting from them. The laws on which the

complaints rest differ, but there is overlap. They include the Sherman Act3, the Clayton Act4, discussed in

prior opinions in the MDL,5 as well as the laws of several states outlawing anti-competitive activities and

1 See e.g., State AG Litig. v. Actavis Holdco U.S. (In re Generic Pharms. Pricing Antitrust

Litig.), 394 F. Supp. 3d 509, 514-23 (E.D.Pa. 2019). See also Marion Diagnostic Ctr, LLC

v. McKesson Corp. (In re Generic Pharms, Pricing Litigation), 386 F.Supp. 3d 477 (E.D.Pa.

2019) In re Generic Pharms, Pricing Litigation 338 F.Supp. 3d 404 (E.D.Pa., 2018);

2 The Plaintiffs are involved in other complaints lodged against Epic and other

manufacturers, either as named plaintiffs or members of a plaintiff class.

3 15 U.S.C. §1 and 2.

4 15 U.S.C. §15.

5 Humana Inc. v. Actavis Elizabeth, LLC, et al. 2:18-cv-03299, and 1199SEIU National

Benefit Fund, et al. v. Actavis Holdco U.S., Inc., et al., 2:19-cv-6011, were, along with other

complaints, both subjects of motions to dismiss decided in their favor in In re Generic

Pharms, Pricing Litigation 338 F.Supp. 3d 404, supra. at n.1

profiting from them.

In this memorandum opinion, the Court considers Epic's motions to dismiss claims against it in

eleven amended complaints6 regarding its sale of Ursodiol.7

II.STANDARD OF REVIEW

Rule 12(b)(6) allows dismissal of a complaint for failure to state a claim upon which relief can be

granted. “A complaint, at a minimum, must contain “a short and plain statement of the claim showing the

plaintiff is entitled to relief.”8 The complaint must allege sufficient facts that, if accepted as true, state a

facially plausible claim.9 Twombly and Iqbal require a court reviewing a motion to dismiss to take three

steps. First, it must ensure that the complaint states the elements required to state a claim. Second, it must

6 Providence St. Joseph Health, et al., v. Actavis Holdco Inc. U.S., Inc., et al., 5:23-cv-03636

(hereinafter “Providence”) [Doc. Nos. 215, 262]; 1199SEIU National Benefit Fund, et al. v.

Actavis Holdco U.S., Inc., et al. (hereinafter “1199”), 2:19-cv-6011 [Doc. Nos. 85, 273];

CVS Pharmacy, Inc., v. Actavis Elizabeth, LLC, et al. (hereinafter “CVS”), 2:20-cv-06310

[Doc. Nos. 187, 196]; Health Care Service Corp. v. Actavis Elizabeth, LLC, et al.

(hereinafter “HCSC”), 2:19-cv-5819, [Doc. Nos. 42, 222]; Humana Inc. v. Actavis

Elizabeth, LLC, et al. (hereinafter “Humana”), 2:18-cv-03299 [Doc. Nos. 109, 313]; J

M Smith Corp. v. Actavis Holdco U.S., Inc., et al. (hereinafter “JM Smith”) 2:20-cv-04370

[Doc. Nos. 200, 213]; Molina Healthcare, Inc. v. Actavis Elizabeth, LLC, et al. (hereinafter

“Molina”), 2:20-cv-695 [Doc. Nos. 57, 232]; Rite Aid Corp., et al. v. Actavis Holdco U.S.,

Inc., et al. (hereinafter “Rite Aid”), 2:20-cv-03367, [Doc. Nos. 26, 217]; The Kroger Co., et

al. v. Actavis Holdco U.S., Inc., et al. (hereinafter “Kroger”) 2:18-cv-00284, [Doc. Nos.

231, 387]; United HealthCare Services, Inc. v. Actavis Holdco U.S., Inc., et al., (hereinafter

“United”), 2:19-cv-00629 [Doc. Nos. 169, 179]; Walgreen Company v. Actavis Holdco U.S.,

Inc., et al. (hereinafter “Walgreen”), 2:20-cv-06258 [Doc. Nos. 179, 190]. Epic also filed

a motion to dismiss claims against it in MSP Recovery Claims, Series LLC, et al. v. Actavis

Elizabeth LLC, et al., 2:20-cv-00231, but that complaint was later voluntarily dismissed.

Id., [Doc. Nos. 266, 267].

7 Ursodiol is a drug used to dissolve gallstones and treat primary biliary cirrhosis,

among other conditions.

8 Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007).

9 Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009).

identify allegations that are merely conclusory and therefore not entitled to the presumption of truth.

Finally, the Court must assume the truth of well-pleaded factual allegations and determine whether they

plausibly entitle the plaintiff to relief.10 The complaint must show more than a mere possibility that a

defendant acted unlawfully.11 The complaint’s allegations need not rule out all innocent explanations.12

Still, in the antitrust context, it must contain “enough factual matter (taken as true) to suggest an

agreement [to violate the law] was made.”13

III. DISCUSSION

A. Epic’s Motions to Dismiss and the Plaintiffs’ Consolidated Response

Epic's eleven motions to dismiss do not assert that the complaints fail to generally and plausibly

allege an overarching conspiracy to violate antitrust and anti-competition laws, nor do they assert that the

complaints fail to generally and plausibly allege violations of several state laws proscribing unjust

enrichment or unfair trade practices. Rather, Epic’s eleven motions to dismiss assert that the complaints

do not describe any anti-competitive or conspiratorial activity on its part. Epic filed separate and distinct

motions to dismiss each of the eleven complaints at issue.14 Epic’s motions identified distinct and specific

deficiencies in each complaint. The Plaintiffs, however, filed a joint response, choosing to gloss over

Epic's specific allegations and treating the twelve complaints as chapters in a book, as if they were

interdependent, despite being filed at different times and by different parties. They are not. The Plaintiffs'

10 Connelly v. Lane Construction Corp, 809 F.3d 780, 786 (3d Cir. 2016).

11 Iqbal, 556 F.3d at 678.

12 In re Niaspan Antitrust Litig, 810 F. Supp. 3d. 735, 753 (E.D.Pa. 2014).

13 Twombly, 550 U.S. at 556.

14 Providence, Doc. No. 262; 1199, Doc. No. 273; CVS, Doc. No. 196; HCSC, Doc.

No. 222; Humana, Doc. No. 313; JM Smith, Doc. No. 213; Molina, Doc. No. 232; Rite

Aid, Doc. No. 217; Kroger, Doc. No. 387; United, Doc. No. 179; Walgreen, Doc. No.

190.

consolidated response to the motions to dismiss invites this Court, though, to fill in elements that might be

missing from some with allegations in others.15 As if in justification, the Consolidated Response says,

“[T]his Court need not decide whether it is more probable that Epic entered the Ursodiol conspiracy as

part of the overarching conspiracy or coincidentally alongside the overarching conspiracy. Plaintiffs’

allegations, taken together and viewed in the context of the Operative Complaints16 as a whole, easily

satisfy the Twombly plausibility standard and sufficiently tie Epic to the overarching conspiracy at this

stage of the litigation.”17 This wink does not merit a nod. Each complaint stands or falls on its own.

Epic's twelve motions to dismiss, all filed on May 5, 2025, generally allege:

• Plaintiffs fail to state claims against Epic for conspiracy related to

Ursodiol.

• Plaintiffs fail to allege circumstantial evidence sufficient to suggest Epic

agreed to violate federal and state laws.

• Plaintiffs fail to plausibly allege Epic's involvement in an overarching

multi-drug conspiracy;

• Plaintiffs lack standing to recover damages under federal antitrust law;

and,

• Plaintiffs' state law claims fail because they are entirely derivative of the

complaints' deficient antitrust allegations.

Some of the motions to dismiss raise fewer issues, others break them down into sub-issues. In each one,

though, Epic describes in detail the complaint each motion seeks to dismiss, and argues each complaint

fails to allege that Epic did anything to violate any law or harm anyone.

All eleven amended complaints Epic seeks to dismiss allege and recite similar allegations

describing an overarching conspiracy or conspiracies starting, in some complaints, as far back as 2009, in

15 Some of the consolidated responses’ citations to the complaint ask the Court to

review dozens, and sometimes nearly one hundred, serial paragraphs of a complaint

that, when read, barely describe anything Epic allegedly did to manipulate the price

and distribution of Ursodiol. Such citations are useless.

16 “Operative Complaints” is the Consolidated Response’s term for the complaints at

issue here, which together total nearly nine thousand pages. Consolidated Response at

1.

17 Consolidated Response at 13-14.

others not until 2013, between dozens of manufacturers and distributors to raise the prices and manage the

distribution in the United States of scores of different generic drugs. Some of the complaints focus on the

actions of two or three defendants and parrot selected allegations made in earlier complaints about other

defendants and drugs. The complaints, with varying levels of detail, allege that Epic acted illegally in the

sale and distribution of Ursodiol.18 Eight of the complaints contain sufficient detail to allege that Epic,

with others, conspired to raise the price of Ursodiol. The others do not.

B. Complaints that Sufficiently Allege Epic Conspired to Raise the Price of Ursoridol

Eight amended complaints19 allege Epic conspired with co-defendants Lannett Company

("Lannett") and Actavis20 to limit price competition for Ursodiol. The allegations against Epic, taken as

factual for the purposes of the motions to dismiss , are summarized as follows.On May 1, 2014, Lannett

entered the market for Ursodiol, selling it at $5.11 per 300-mg unit. Six days later, on May 6, 2014, Epic

raised its price for Ursodiol more than 1000%, from $0.45 per 300-mg unit to $5.10 per unit. On June 24,

2014, Actavis raised its price of Ursodiol 670% from $0.77 per 300-mg unit to $5.11. This category of

complaints—eight in all—also alleges, in varying detail, the dates of several communications between

representatives of Epic, Lannett, and Actavis between August 2013 and June 2014. They also claim the

Plaintiffs purchased Ursodiol from Epic or its co-conspirators.21

These eight complaints sufficiently allege, for purposes of determining a motion to dismiss, that

18 Though the HCSC complaint alleges Epic raised prices for Verapamil along with

Actavis in June 2014, HCSC, ¶832, its claims for relief citing Epic concern solely

Ursodiol. Id., ¶¶ 4215-4253.

19 Providence, 1199 , Humana, JM Smith, Rite Aid, Kroger, United, and Walgreen.

20 The eleven complaints variously refer to three related entities—Actavis Elizabeth

LLC, Actavis Pharma, and Actavis Holdco —as "Actavis."

21 See Providence [¶¶ 29-30, 3541, 3354-3540]; 1199 [¶ 4n.2] (incorporating by reference

In re: Ursodiol Cases, Doc. 113]); Humana [¶¶ 9, 686-695, 750]; JM Smith [¶¶ 20, 2289-

2304]; Rite Aid [¶¶ 28, 2289-2304]; Kroger [¶¶ 13, 18-20, 2266-2281]; United [¶¶44, 51,

2289-2304]; Walgreen [¶¶ 2252-2267].

Epic conspired with Lannett and Actavis to raise and control the price of Ursodiol. The allegations of

direct contact between Epic and Lannett and Actavis, as well as only between Actavis and Lannett, all

occurring within ten months before the time of the May and June 2014 Epic and Actavis price increases

and Lannett’s entry into the Ursodiol market at a similar price, support the Plaintiffs’ allegations of

parallel conduct. An allegation that competitors acted in parallel to significantly increase the price of a

product supports an allegation of concerted anticompetitive conduct.22

The allegations of parallel conduct are also supported by three of the “plus factors” necessary to

demonstrate the parallel conduct was consistent with coordinated action— (1) motive, (2) action against

self-interest, and (3) evidence of a traditional conspiracy necessary to support an allegation of an

agreement.23 First, the eight complaints allege high barriers to entry into the manufacturing and

distribution of Ursodiol.24 As in earlier complaints that this Court found sufficiently alleged actionable

claims, the eight complaints contain allegations [that] describe the market for Ursodiol and other generic

drugs as restricted and hard to enter “‘as one that is highly concentrated, contains high barriers to entry,

has inelastic demand, lacks reasonable substitutes, and is based on a standardized product . . .’ ‘High

barriers to entry . . . make an industry more conducive to collusion.’ They also allege that ‘[o]ver time,

generics' pricing nears the generic manufacturers' marginal costs.’ ‘Declining prices or profits in a market

make ‘price competition more than usually risky and collusion more than usually attractive.’”25 The eight

complaints thus plausibly outline a regulatory regime that could reduce Epic’s, Lannett’s and Actavis’

22 In re Generic Pharms, Pricing Antitrust Litig., 338 F. Supp 3d at 448; see also Erickson v.

Pardus, 551 U.S. 89, 93 (2007) (facts that give a defendant fair notice of the grounds

for a claim are sufficient to survive a motion to dismiss).

23 In re Ins. Brokerage Antitrust Litig., 618 F.3d 300, 322 (3d Cir. 2010).

24 See Providence [¶¶ 354-65]; 1199 [¶ 4, n.2 (incorporating by reference In re: Ursodiol Cases, 16-ur-

27242, [¶¶ 171-174]);] Humana [¶¶ 116-20]; JM Smith [¶¶ 104-18]; Rite Aid [¶¶ 74-88, 276-80, 2816-

26]; Kroger [¶¶ 77-91]; United [132-41]; Walgreen [¶¶ 104-108].

25 In re Generic Pharms, Pricing Antitrust Litig., 338 F. Supp 3d at 448 (citations omitted).

profits by driving down generic drug prices over time and which would give them a common motive to

set drug prices. The eight complaints also sufficiently allege that Epic acted against self-interest, raising

its price following Lannett’s increase in the absence of changes in demand or manufacturing or supply

costs.26 Finally, the eight complaints allege sufficient facts establishing a traditional conspiracy. The

complaints allege that representatives of Epic, Lannett and Actavis, two or three of them at a time, met

and communicated with one another in the months before and soon after the price increases. The temporal

proximity of these meetings to Epic and Actavis’ increases, as well as Lannett’s inception of Ursodiol

sales at a similar price to theirs, is a satisfactory description of a traditional conspiracy. As the

complaints’ state-law claims rise or fall on the sufficiency of the federal-law-based allegations, they too

are sufficient to state actionable claims.

For these reasons, Epic’s claim that the eight complaints are insufficient to allege that it had a role

in any illegal or actionable activity to control the price of and market for Ursodiol lacks merit. If, after

discovery, Epic believes the Plaintiffs lack the evidence or ability to prove their allegations, it may move

for summary judgment.

C. Complaints that Insufficiently Plead Epic Manipulated or Conspired to Raise the Price of

Ursodiol

The remaining amended complaints supply no descriptions of Epic's actions beyond the fact that

it sold a drug whose price increased by 1000%. "[T]he issue is whether the pleading delineates to some

sufficiently specific degree that a defendant purposefully joined and participated in the conspiracy.”27 The

complaints must raise a reasonable expectation that discovery will reveal the existence of an illegal

26 See Providence [¶¶ 3537]; 1199 [¶ 4, n.2 (incorporating by reference In re: Ursodiol Cases, 16-ur-

27242, [¶¶ 104-143]);] Humana [¶¶ 692-93]; JM Smith [¶ 2293]; Rite Aid [¶¶ 2285, 2862;]; Kroger [¶

2270]; United [¶¶ 1028-29, 1113]; Walgreen [¶¶ 2256].

27 In re Processed Egg Prods. Antitrust Litig., 821 F. Supp. 2d 709, 720 (E.D. Pa. 2011). See

also Marion Diagnostic Ctr. supra., 386 F.Supp. 3d. at 482.

agreement.28 The HCSC, Molina, and CVS complaints do not.

The HCSC amended complaint, without identifying Epic, alleges that the price of Ursodiol

increased by 1000%, along with similar price increases for other generic drugs.29 The amended complaint

cites a 2016 government report describing extraordinary price increases for several generic drugs,

including Ursodiol, but does not identify Epic as the manufacturer or one of the drug's manufacturers or

vendors.30 Finally, the amended complaint alleges that Epic entered into anticompetitive conspiracies to

drive up the price of Ursodiol. This allegation, too, falls short, as the amended complaint does not

describe the time, place, or act that illustrates Epic joining a conspiracy or doing anything actionable, nor

does it specifically identify Epic's coconspirators in a scheme to raise the price of Ursodiol.

The Molina complaint’s allegations against Epic are similarly vague. It cites a government report

as the basis for its allegation that Ursodiol's price increased by 1000%, without saying when or how the

price increase occurred, or who caused it.31 It describes Epic's corporate identity,32 and then, without any

description of a meeting, conversation, correspondence or a general time when Epic did anything, states

that Epic cooperated in an anticompetitive scheme to violate Section 16 of the Clayton Act and Sections 1

and 2 of the Sherman Act regarding Ursodiol.33

The CVS amended complaint has the least detail. It does not describe any specific act by Epic

regarding Ursodiol. Instead, it contains, in an appendix, a list of Epic’s trade association memberships,

28 SigmaPharm, Inc. v. Mut. Pharm. Co., 772 F. Supp. 2d 660, 669 (E.D. Pa. 2011)

(quoting Twombly, 550 U.S. at 556), aff'd 454 F. App'x 64 (3d Cir. 2011).

29 HCSC, ¶5.

30 Id., ¶339.

31 Molina, ¶¶ 5-6.

32 Id., ¶ 267.

33 Id., ¶¶ 4400-4418.

meetings of those associations, social gatherings, that Epic's representatives attended and generalized

allegations that these and other companies' representatives engaged in conspiracies to control the pricing

and sale of generic drugs, tethered to complaint averments that mention other manufacturers and drugs,

but neither Epic nor Ursodiol.34 Epic is mentioned in a list of the meetings cited in the complaint,35 and

Ursodiol, only in two lists of hundreds of generic drugs sold during the alleged conspiracies.36 The CVS

complaint does not describe any specific act—a meeting, a phone call, or even a price hike— that Epic

undertook about any specific drug. The only other mentions of Epic are a description of its corporate

identity and an allegation that it marketed and sold generic drugs during the time period covered by the

CVS complaint.37

The above three complaints thus fail to describe any anti-competitive conspiratorial behavior by

Epic. If a conspiracy to control the price and distribution of Ursodiol existed, these complaints do not

show Epic had any role in it.

AND NOW, this 27th day of February 2026, Defendant Epic’s motions to dismiss for failure

to state a claim are DENIED as to

1. 23-cv-03636-CMR [Doc. No. 215]

2. 19-cv-00629-CMR [Doc. No. 1779]

3. 19-cv-06011-CMR [Doc. No. 85]

4. 20-cv-03367-CMR [Doc. No. 26]

5. 18-cv-00284-CMR [Doc. No. 231]

6. 20-cv-04370-CMR [Doc. No. 200]

34 CVS, [¶¶ 73, 163-183].

35 Id., [Doc. 187-9, pp. 7, 11, 16, 17 and 26].

36 Id., [Doc 187-1(“Appendix A; List of Price-Fixed Drugs), p. 11; Doc 187-2.

(“Appendix B: Teva’s Role in conspiracies related to Price Fixed Drugs), p. 9].

37 Id., ¶73.

7. 18-cv-03299-CMR [Doc. No. 109

8. 20-cv-06258-CMR [Doc. No. 179]

Defendant Epic’s motions to dismiss for failure to state a claim are GRANTED as to

1. 19-cv-5819-CMR [Doc. No. 42]

2. 20-cv-0695-CMR [Doc. No. 57]

3. 20-cv-06310-CMR [Doc. No. 187]

It is so ORDERED.

BY THE COURT:

/s/ Hon. Cynthia M. Rufe

_____________________

Honorable Cynthia M. Rufe, J.