1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

Eric B. Fastiff (State Bar No. 199643) Brendan Glackin (State Bar No. 199643) Dean M. Harvey (State Bar No. 239458) Jordan Elias (State Bar No. 228731) LIEFF CABRASER HEIMANN & BERNSTEIN, LLP 275 Battery Street, 29th Floor San Francisco, CA 94111-3339 Telephone: (415) 956-1000 Facsimile: (415) 956-1008 Dan Drachler (pro hac vice) ZWERLING, SCHACHTER & ZWERLING, LLP 1904 Third Avenue, Suite 1030 Seattle, WA 98101 Telephone: (206) 223-2053 Facsimile: (206) 343-9636 Joseph R. Saveri (State Bar No. 130064) Lisa J. Leebove (State Bar No. 186705) Ryan J. McEwan (State Bar No. 285595) JOSEPH SAVERI LAW FIRM, INC. 505 Montgomery Street, Suite 625 San Francisco, CA 94111 Telephone: (415) 500-6800 Facsimile: (415) 395-9940 [Additional Counsel listed on Signature Page] Plaintiffs Counsel 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 CLASS ACTION The Honorable Ronald L. Styn This Document Relates To: ALL ACTIONS PLAINTIFFS NOTICE OF MOTION AND MOTION FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT WITH BAYER DEFENDANTS_ Date: August 9, 2013 Time: 2:30 p.m. Courtroom: Department 62

PLAINTIFFS NOTICE OF MOTION & MOTION FOR PRELIMINARY APPROVAL OF BAYER SETTLEMENT

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

Eric B. Fastiff (State Bar No. 199643) Brendan Glackin (State Bar No. 199643) Dean M. Harvey (State Bar No. 239458) Jordan Elias (State Bar No. 228731) LIEFF CABRASER HEIMANN & BERNSTEIN, LLP 275 Battery Street, 29th Floor San Francisco, CA 94111-3339 Telephone: (415) 956-1000 Facsimile: (415) 956-1008 Dan Drachler (pro hac vice) ZWERLING, SCHACHTER & ZWERLING, LLP 1904 Third Avenue, Suite 1030 Seattle, WA 98101 Telephone: (206) 223-2053 Facsimile: (206) 343-9636 Joseph R. Saveri (State Bar No. 130064) Lisa J. Leebove (State Bar No. 186705) Ryan J. McEwan (State Bar No. 285595) JOSEPH SAVERI LAW FIRM, INC. 505 Montgomery Street, Suite 625 San Francisco, CA 94111 Telephone: (415) 500-6800 Facsimile: (415) 395-9940 [Additional Counsel listed on Signature Page] Plaintiffs Counsel 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 CLASS ACTION The Honorable Ronald L. Styn This Document Relates To: ALL ACTIONS PLAINTIFFS MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF MOTION FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT WITH BAYER DEFENDANTS Date: August 9, 2013 Time: 2:30 p.m. Courtroom: Department 62

PLAINTIFFS MPA ISO MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT WITH BAYER DEFENDANTS

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 C. 17 18 19 20 21 22 23 24 25 26 27 28 V. VI. VII. VIII. D. IV. III. I. II.

TABLE OF CONTENTS Page INTRODUCTION .................................................................................................. 1 CASE HISTORY .................................................................................................... 2 A. B. A. B. C. D. E. F. G. Plaintiffs Factual Allegations and Claims. ................................................ 2 Procedural History and Negotiations. ......................................................... 3 The Class. .................................................................................................... 6 Settlement Sum and Additional Consideration. .......................................... 6 Generic Defendants Are Jointly and Severally Liable. ............................... 6 Attorneys Fees and Costs........................................................................... 7 Service Awards for Class Representatives.................................................. 7 Potential Subsequent Settlement Agreements with Generic Defendants. ................................................................................................. 8 Release of All Claims.................................................................................. 8

SUMMARY OF THE SETTLEMENT TERMS .................................................... 5

THE PROPOSED SETTLEMENT SHOULD BE PRELIMINARILY APPROVED............................................................................................................ 8 A. B. This Settlement Is Within the Range of Reasonableness. ........................... 9 The Settlement Is the Product of Arms Length and Informed Negotiations. ............................................................................................. 10 Sufficient Investigation and Discovery Have Been Conducted to Allow Counsel and the Court to Evaluate the Fairness of the Settlement.................................................................................................. 11 Class Counsel Are Highly Experienced Antitrust Attorneys. ................... 12

THE PROPOSED PLAN OF ALLOCATION IS APPROPRIATE ..................... 12 THE PROPOSED CLASS NOTICE SHOULD BE APPROVED ....................... 14 THE FINAL APPROVAL HEARING SHOULD BE SCHEDULED ................. 15 CONCLUSION ..................................................................................................... 16

-iPLAINTIFFS MPA ISO MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT WITH BAYER DEFENDANTS

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

I.

INTRODUCTION Plaintiffs Karyn McGaughey, Barbara Cohen, Deborah Patane, Donna Moore, IUOE

Stationary Engineers Local 39 Health and Welfare Plan, and Sheet Metal Workers Health and Welfare Plan of Southern California, Arizona, and Nevada (collectively Plaintiffs or Class Plaintiffs), individually and as representatives of a certified Class (the Class) submit this Memorandum in support of their motion for preliminary approval of the proposed settlement agreement (the Settlement Agreement) between Plaintiffs and Bayer Corporation and Bayer AG (collectively, Bayer). The Settlement Agreement creates an all-cash fund of $74,000,000 (the Settlement Fund). Plaintiffs and Bayer reached this agreement through arms length negotiations after more than eleven years of litigation, the granting of a motion to certify a class of California indirect purchasers, several dispositive motions, including the granting of Defendants summary judgment motion, multiple appeals, substantial investigation, and extensive discovery. The Settlement Agreement provides compensation to all consumer and third-party payor Class members who made (or reimbursed) California purchases of Ciprothe brand-name form of the anti-infection drug ciprofloxacin hydrochloride. Plaintiffs allege that Bayer and the non-settling defendants (Barr Laboratories Inc., Hoechst Marion Roussel Inc., The Rugby Group, Inc., and Watson Pharmaceuticals Inc. (the Generic Defendants,)1 which, together with Bayer, comprise the Defendants) violated Californias antitrust and consumer protection laws in connection with the sale in California of Cipro, injuring and damaging Plaintiffs and the Class. By this motion, Plaintiffs request that the Court: (1) grant preliminary approval of the Settlement Agreement, (2) approve the proposed plan of notice and notices to the Class, (3) set a schedule for disseminating notice to Class members, as well as deadlines to comment on or object to the Settlement, and (4) schedule a final approval hearing.

Bayer is the only Defendant to enter the Settlement Agreement. The Generic Defendants have not settled any claims. -1PLAINTIFFS MPA ISO MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT WITH BAYER DEFENDANTS

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

II.

CASE HISTORY A. Plaintiffs Factual Allegations and Claims.

This case involves California state law antitrust and unfair competition claims brought by individuals and entities who purchased Cipro in California (for third-party payors, they either paid for or reimbursed plan members for their California Cipro purchases). Plaintiffs claims arise from agreements entered into between Bayer and the Generic Defendants under which the Generic Defendants dropped challenges to Bayers Cipro patent in exchange for cash payments by Bayer. On June 2, 1987, the United States Patent and Trademark Office (PTO) granted Bayer a patent for Cipro. On October 22, 1991, Barr filed an application with the United States Food and Drug Administration to market and sell a generic version of Cipro, triggering litigation between the two companies. During this litigation, Barr challenged the validity and enforceability of Bayers patent, while Bayer claimed Barrs generic formulation infringed its patent. On January 4, 1995, the FDA granted tentative approval to Barrs Abbreviated New Drug Application, authorizing Barr to sell its generic version of Cipro but for Bayers patent infringement suit, then pending in the United States District Court for the Southern District of New York. On March 29, 1996, Barr, Rugby, and Rugbys subsidiary HMR entered into an agreement to jointly manufacture, sell, and distribute generic ciprofloxacin. Under this agreement, HMR and Rugby would help cover Barrs litigation costs in exchange for half the profits from selling generic ciprofloxacin, or half of any settlement payment from Bayer. Bayer later filed a motion for partial summary judgment in its patent infringement suit concerning only Barrs invalidity defense. On June 5, 1996, the district court denied Bayers motion. The case was set for trial for early 1997. After the district court denied Bayers motion for partial summary judgment, Bayers Board of Directors agreed to try to settle the infringement litigation. During settlement negotiations in the summer of 1996, the Generic Defendants, on multiple occasions, proposed that Bayer grant them a license. Bayer countered by offering a cash payment of approximately $50 million, which was rejected.

-2PLAINTIFFS MPA ISO MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT WITH BAYER DEFENDANTS

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
2

After negotiating an agreement in December 1996 to delay the trial,2 Bayer entered settlement agreements (Cipro agreements) with each of the Generic Defendants on January 8, 1997. Under the agreements, each Generic Defendant agreed to abandon all challenges to the validity or enforceability of Bayers Cipro patent. In exchange, Bayer agreed to make total payments of $398.1 million to Barr, including an initial payment of $49.1 million and quarterly payments until the Cipro patent expired in December 2003. The Cipro agreements lie at the heart of the present antitrust class action suit. Plaintiffs and the Class claim that the Cipro agreements unlawfully restrained competition in California in violation of the Cartwright Act, the UCL, and California common law. According to Plaintiffs and the Class, the Cipro agreements allowed Bayer to avoid competition from the Generic Defendants and preserve its monopoly over the market for ciprofloxacin together with high monopoly prices. Consequently, Bayer was able to extract monopoly profits far longer than warranted. Indeed, Bayers pricing patterns for Cipro show that prices increased at much higher rates after the Cipro agreementswhen the threat of market entry was minimal or nonexistentthan before the agreements. Just as Bayer reaped the benefits of a prolonged monopoly, so did the Generic Defendants come out far better under the terms of the Cipro agreements than they otherwise would have: Barr received between 3.3 and 4 times the profits it could have reasonably expected to gain through competition. While Bayer and the Generic Defendants fared well under the Cipro agreements, purchasers paid much higher prices. Thus, Plaintiffs allege that Bayer and the Generic Defendants entered an agreement to unlawfully restrain trade in violation of state antitrust and unfair competition laws. B. Procedural History and Negotiations.

Beginning in 2000, approximately eight indirect purchaser complaints were filed in various courts throughout California against the Defendants in connection with the Cipro Agreements. Following Defendants removal and transfer to the coordinated multidistrict litigation proceedings pending in the United States District Court for the Eastern District of New York, Judge David

Bayer paid $3 million solely for an agreement to delay the patent trial. -3PLAINTIFFS MPA ISO MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT WITH BAYER DEFENDANTS

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

Trager remanded the cases to the California Superior Court. (In re Ciprofloxacin Hydrochloride Antitrust Litig. (E.D.N.Y. 2001) 166 F.Supp.2d 740, 746-757.) The cases were subsequently coordinated pursuant to Judicial Council Coordination Proceedings in the San Diego Superior Court. Plaintiffs filed their operative consolidated amended complaint on August 5, 2002, alleging violations of the Cartwright Act, the UCL, and the common law doctrine prohibiting monopolistic acts. The Superior Court overruled Defendants demurrer to all claims on November 26, 2002. Discovery commenced in January 2003. On November 25, 2003, the Superior Court certified a Class of the hundreds of thousands of California consumers and third-party payors who purchased Cipro (or reimbursed for its purchase) during the Class Period, which began on January 8, 1997, and ended when the effects of Defendants illegal conduct ceased. (In re Cipro Cases I and II, Order Certifying Plaintiff Class, slip op. at 12 (Nov. 25, 2003).) The Court of Appeal affirmed the class certification decision on July 21, 2004, and remanded for a slight modification of the Class definition. (In re Cipro Cases I and II (2004) 121 Cal.App.4th 402.) The Superior Court thereafter entered an Order Modifying November 25, 2003 Class Certification Order. (In re Cipro Cases I and II, slip op. (Oct. 14, 2004).) During the pendency of this litigation, extensive discovery occurred. Dozens of depositions were taken. Extensive expert opinions were developed. This case was originally set for trial on January 21, 2005, before being stayed on April 13, 2005 to allow related federal cases to proceed. On August 21, 2009, after the stay of this case had been lifted, and after the related federal cases had been dismissed and the U.S. Supreme Court denied certiorari petitions, the Superior Court granted Defendants motions for summary judgment, finding federal authority dispositive. (In re Cipro Cases I and II, slip. op. at 4 (Aug. 21, 2009).) Following briefing and argument, the Court of Appeal affirmed, in an opinion issued on October 31, 2011. (In re Cipro Cases I and II (2011) 200 Cal.App.4th 442.) Like the Superior Court, the Court of Appeal concluded that the Cipro Agreements did not violate the Cartwright Act because they did not restrain competition beyond the exclusionary scope of the Cipro patent. The Court also held that federal law preempted Plaintiffs California claims. Plaintiffs appealed. -4PLAINTIFFS MPA ISO MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT WITH BAYER DEFENDANTS

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

The California Supreme Court granted review on February 15, 2012. (In re Cipro Cases I and II (Cal. Feb. 15, 2012) No. S198616, 2012 Cal. LEXIS 1740.) The Court, on its own motion, stayed further proceedings pending action by the United States Supreme Court in Merck & Co. v. Louisiana Wholesale Drug Co., No. 12-245, and Upsher-Smith Laboratories, Inc. v. Louisiana Wholesale Drug Co., No. 12-265. (In re Cipro Cases I and II (Cal. Sept. 12, 2012) No. S198616, 2012 Cal. LEXIS 8596.) On June 7, 2013, the Plaintiffs and Bayer entered into an agreement resolving all of the claims of Plaintiffs and the Plaintiff Class against Bayer (the Settlement Agreement). (Declaration of Joseph R. Saveri in Support of Plaintiffs Motion for Preliminary Approval (Saveri Decl.) 4.) As described in further detail in Section II, infra, Plaintiffs agree to release all of their claims against Bayer in exchange for $74,000,000 in cash and other valuable consideration. The settlement represents only a partial settlement of the claims; Plaintiffs will continue to prosecute their claims against the Generic Defendants, which are jointly and severally liable for treble damages with respect to Plaintiffs Cartwright Act claims. (See Bus. & Prof. Code 16720, et seq.; Roth v. Rhodes (1994) 25 Cal.App.4th 530, 544.) On June 26, 2013, the California Supreme Court entered an order vacating its stay and setting a schedule for briefing in light of the decision of the United States Supreme Court in Federal Trade Commission v. Actavis, Inc. (June 17, 2013) 133 S.Ct. 2223. (In re Cipro Cases I and II (Cal. June 26, 2013) No. S198616, 2012 Cal. LEXIS 8596.) On July 1, 2013, Plaintiffs filed an Application with the California Supreme Court, requesting that the Supreme Court issue an order staying further briefing and consideration of the pending appeal and allowing the Superior Court, pursuant to California Rules of Court, rule 3.769, to undertake settlement approval proceedings in connection with the Bayer settlement. On July 10, 2013, the Supreme Court granted the Application, staying the appeal and stating that the Superior Court may evaluate and effectuate Plaintiffs class action settlement with Bayer. (In re Cipro Cases I and II (Cal. July 10, 2013) No. S198616). A copy of this July 10 order is annexed as Exhibit F to the Saveri Declaration. III. SUMMARY OF THE SETTLEMENT TERMS The Settlement Agreement resolves all claims of Plaintiffs and the Class against Bayer. -5PLAINTIFFS MPA ISO MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT WITH BAYER DEFENDANTS

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

The details of the Settlement are contained in the Settlement Agreement attached as Exhibit A to the Saveri Declaration. A summary is provided below. A. The Class.

The Class is defined in the Courts October 14, 2004 Order Modifying the November 23, 2003 Class Certification Order: 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 co-conspirators, along with all of their respective parents, subsidiaries, and/or affiliates; all 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. B. Settlement Sum and Additional Consideration.

Bayer will pay $74,000,000 into an escrow account (the Settlement Fund), held and administered by an escrow agent to be selected by Class Counsel with consent of Bayer and approval of the Court. Class Counsel and Bayer recommend Citibank, N.A. be appointed the escrow agent. The Settlement Fund will be the source for disbursements to Class members, as well as for notice and claims administration costs, service awards for Class Representatives, and Court-approved attorneys fees and costs. As additional consideration, Bayer agrees to cooperate with the settling Class Plaintiffs in the further prosecution of their claims against the Generic Defendants. Specifically, Bayer agrees to make available employees and/or representatives to establish the foundational requirements for admitting certain Bayer business records at trial. This obligation may entail affidavits, depositions, or appearances at trial, as reasonably required by Class Plaintiffs. C. Generic Defendants Are Jointly and Severally Liable.

Under settled law, the Generic Defendants are jointly and severally liable for all of the -6PLAINTIFFS MPA ISO MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT WITH BAYER DEFENDANTS

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

provable damages to the Class, including interest as provided by law. (See Roth v. Rhodes (1994) 25 Cal.App.4th 530, 544; Pacific Gas & Electric Co. v. County of Stanislaus (1997) 16 Cal.4th 1143, 1148, citing Bus. & Prof. Code 16750(a).) Under the Settlement Agreement, the Generic Defendants remain liable for all their damages, including damages resulting from Bayers sales of Cipro. (See Settlement Agreement 14.) D. Attorneys Fees and Costs.

The Settlement Agreement recognizes that Class Counsel intend to seek attorneys fees and reimbursement of costs and expenses incurred in the prosecution of these Actions. In accordance with the Settlement Agreement, Plaintiffs will look to the Settlement Fund for satisfaction of such fees and costs. Pursuant to the Settlement Agreement, and as detailed in the Proposed Notices, Class Counsel will seek attorneys fees and costs in an amount not to exceed thirty-three and one-third percent (33 1/3%) of the Settlement Fund. This request is consistent with the common fund doctrine and is in step with attorney fee awards in similar California class actions. Class Counsel here, who have conferred a substantial benefit upon Class members, intend to seek an appropriate portion of the common fund as compensation. Class Counsel will apply for attorneys fees in a separate motion, and at that point will fully brief the issue and provide documentation of hours worked to support the request. E. Service Awards for Class Representatives.

Class Counsel will also seek reasonable incentive award payments to each of the named Plaintiffs for their services as Class representatives, which in this case included preparing and sitting for depositions and responding to written discovery. In accordance with the Settlement Agreement, Plaintiffs will look to the Settlement Fund for satisfaction of such awards. The amount sought for each named Plaintiff who is a consumer will not exceed $2,500; and for each named Plaintiff that is a third-party payor, the amount sought will not exceed $15,000. Service awards are commonly awarded in class action litigation to those who have devoted the time and effort to represent a class of similarly situated victims of alleged wrongdoing. The rationale for making enhancement or incentive awards to named plaintiffs is that they should be compensated for the -7PLAINTIFFS MPA ISO MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT WITH BAYER DEFENDANTS

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

expense or risk they have incurred in conferring a benefit on other members of the class. (Cellphone Termination Fee Cases (2010) 186 Cal.App.4th 1380, 1394, citation omitted.) F. Potential Subsequent Settlement Agreements with Generic Defendants.

As indicated above, the present Settlement Agreement acknowledges that Plaintiffs will continue pursuing their claims against the Generic Defendants and are free to settle the Actions. The agreement further provides that if Plaintiffs settle with any or all Generic Defendant(s), that settlement agreement must contain a provision that the Generic Defendant(s) may not seek contribution, indemnity, or any other form of monetary judgment against Bayer relating to that settlement. Such a provision is consistent with Code of Civil Procedure sections 875(d) and 877(b). The Settlement Agreement also provides that if Plaintiffs settle with any or all Generic Defendant(s) for an amount that equals or exceeds $227,000,000, taken together with the current Settlement Amount, Bayer will pay an additional sum of $8,000,000 to Plaintiffs and the Class. In the event that a fully executed settlement agreement with any or all Generic Defendant(s) is not delivered to Counsel for Bayer by December 31, 2014, Bayer will have no obligation to pay the subsequent amount. G. Release of All Claims.

In exchange for Bayers monetary and cooperation consideration, Plaintiffs agree to release Bayer of all claims related to any of the alleged conduct giving rise to these Actions. IV. THE PROPOSED SETTLEMENT SHOULD BE PRELIMINARILY APPROVED The settlement of a class action requires approval of the Court. (Cal. Rules of Court, rule 3.769.) In determining whether to approve or reject a proposed settlement, the Court has broad discretion. (Wershba v. Apple Computer, Inc. (2001) 91 Cal.App.4th 224, 234-235 (Wershba); Mallick v. Super. Ct. (1979) 89 Cal.App.3d 434, 438.) At the preliminary approval stagewhich precedes dissemination of notice to class members and a formal fairness hearingthe Court need only decide whether the proposed settlement falls within a range of possible final approval. (Koz v. Kellogg Co. (S.D.Cal. 2013) No. 09-1786, 2013 U.S. Dist. LEXIS 64577, at *13; In re Tableware

-8PLAINTIFFS MPA ISO MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT WITH BAYER DEFENDANTS

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

Antitrust Litig. (N.D.Cal. 2007) 484 F.Supp.2d 1078, 1079-1080.3) A class settlement will be approved if the settlement is found to be fair, adequate, and reasonable. (Dunk v. Ford Motor Co. (1996) 48 Cal.App.4th 1794, 1801 (Dunk).) In making this determination, courts consider several factors, including the strength of the plaintiffs case, the risk, expense, complexity and likely duration of further litigation, the risk of maintaining class action status through trial, the amount offered in settlement, and the extent of discovery completed and the stage of the proceedings, the experience and views of counsel, the presence of a governmental participant, and the reaction of the class members to the proposed settlement. (Ibid.) The above factors are not exhaustive, and the court is free to engage in a balancing and weighing of factors depending on the circumstances of each case. (Wershba, supra, 91 Cal.App.4th at p. 245.) Generally, a presumption of fairness exists where: (1) the settlement is reached through arms length bargaining; (2) investigation and discovery are sufficient to allow counsel and the court to act intelligently; (3) counsel is experienced in similar litigation; and (4) the percentage of objectors is small. (Dunk, supra, 48 Cal.App.4th at p. 1802.) The proposed settlement here satisfies the above requirements. A. This Settlement Is Within the Range of Reasonableness.

Given the large value of the settlement sum, the strengths and weaknesses of Plaintiffs claims, the procedural posture, and the fact that this hard-fought, complex litigation has been pending for over eleven years, the Settlement Agreement is well within the range of reasonableness. As noted above, Bayer will pay $74,000,000 into the Settlement Fund for the benefit of the Class of California Cipro purchasers. Furthermore, this high-value, all-cash payment is being made by only one defendant; the overall benefit provided to the Class could ultimately be substantially higher, either through a settlement with the Generic Defendants or a final judgment
3

26 27 28

(See generally Judicial Council of California, Deskbook on the Management of Complex Civil Litigation 3.76[2] (2012) [settlement approval is a three-step process, where the court first rules on a preliminary approval motion, making a preliminary finding that the terms and conditions are fair, adequate, and reasonable; notice is then given to the class members; and finally the court holds a final approval hearing].) -9PLAINTIFFS MPA ISO MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT WITH BAYER DEFENDANTS

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

for Plaintiffs. The Bayer Settlement is particularly fair and reasonable considering the long history and the current procedural posture of the case. The trial court previously granted Defendants motion for summary judgment, and the Court of Appeal affirmed. Even though the California Supreme Court accepted the case, there is no guarantee that the Court will reverse the decisions below. Moreover, multiple federal courts rejected federal antitrust challenges to the Cipro agreements. (In re Ciprofloxacin Hydrochloride Antitrust Litigation (Fed.Cir. 2008) 544 F.3d 1323 [granting summary judgment to Bayer and generic defendants against non-California indirect Cipro purchasers], cert. denied (2009) 129 S.Ct. 2828; Arkansas Carpenters Health & Welfare Fund v. Bayer AG (2d Cir. 2010) 604 F.3d 98 [same as against direct Cipro purchasers], cert. denied (2011) 131 S.Ct. 1606.) Further complicating matters at the time of the Bayer Settlement were the impending decisions by the United States Supreme Court in Federal Trade Commission v. Actavis, Inc., No. 12-416 (U.S. June 17, 2013), Merck & Co. v. Louisiana Wholesale Drug Co., No. 12-245 (U.S. June 24, 2013), and Upsher-Smith Laboratories, Inc. v. Louisiana Wholesale Drug Co., No. 12-265 (U.S. June 24, 2013). These cases all involved similar reverse payments between pharmaceutical companies to end patent litigation. During settlement negotiations, it was unclear if or how those decisions would affect the legal issues pending before the California Supreme Court. Even assuming that the California Supreme Court ultimately reverses the summary judgment, uncertainty would persist as the parties would likely be returned to this Court to continue litigating the matter. In that event, Defendants, in all likelihood, would still have several defenses available. The continued litigation of this matter would be costly, time-consuming, and uncertain in outcome. While Class Counsel are confident that Plaintiffs will eventually prevail, counsel do not take the above risks and the challenging posture lightly. Weighed against these risks, Class Counsel believe that the Settlement Agreement is quite reasonable and warrants preliminary approval. B. The Settlement Is the Product of Arms Length and Informed Negotiations.

A presumption of fairness generally applies to a class settlement that resulted from arms - 10 PLAINTIFFS MPA ISO MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT WITH BAYER DEFENDANTS

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

length bargaining. (Dunk, supra, 48 Cal.App.4th at p. 1802.) The Settlement here is the product of arms length negotiations between attorneys who are highly experienced in complex antitrust cases and who are well-informed about the facts and legal issues of this case. Having litigated this case for over a decade, Class Counsel are very well positioned to evaluate the relative strengths and weaknesses as well as the benefits of this Settlement. Likewise, Class Counsel engaged in extensive negotiations to arrive at the ultimate settlement terms. There were numerous settlement discussions in this case over the course of the many years during which it has been pending. (Saveri Decl. 5.) The parties are well-versed in the evidentiary record upon which Plaintiffs claims are based, including thousands of pages of business records, detailed analyses by economists and other experts, dozens of depositions of percipient and expert witnesses, extensive law and motion practice, and multiple appeals. (Saveri Decl. 3.) Settlement discussions with Bayer began in earnest in March 2013. (Saveri Decl. 5.) After weeks of negotiations and numerous back-and-forth telephone conversations, on May 14, 2013, Plaintiffs and Bayer reached a tentative agreement. (Saveri Decl. 6.) Following the agreement in principal, the parties drafted and negotiated the Settlement Agreement which memorializes the terms of the agreement. (Saveri Decl. 6.) There were substantial negotiations between Plaintiffs and Bayer regarding those terms. Several drafts were exchanged before the parties came to final agreement regarding the documentation of the proposed Settlement to be submitted to the Court. C. Sufficient Investigation and Discovery Have Been Conducted to Allow Counsel and the Court to Evaluate the Fairness of the Settlement.

Another factor reinforcing the presumption of fairness is whether sufficient investigation and discovery have occurred to allow counsel and the court to act based on sufficient information. (Dunk, supra, 48 Cal.App.4th at p. 1802.) As noted above, this case has been litigated for more than a decade. In that time period, Plaintiffs engaged in voluminous discoverya sampling of which filled eleven record volumes on appeal. Plaintiffs propounded several rounds of interrogatories and production requests, resulting in extensive productions from all Defendants. Plaintiffs deposed dozens of witnesses. Additionally, Plaintiffs have worked closely with experts - 11 PLAINTIFFS MPA ISO MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT WITH BAYER DEFENDANTS

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

to develop a substantial understanding of the liability and damage issues. Plaintiffs experts have provided estimates of the impact and damages to the Class. (See Saveri Decl. 9.) Because the parties have engaged in such significant discovery efforts and have thoroughly developed the record, the parties and the Court have more than enough information to evaluate and confirm the fairness of Plaintiffs Settlement with Bayer. D. Class Counsel Are Highly Experienced Antitrust Attorneys.

Also weighing in favor of preliminary approval are Class Counsels experience and success in similar class actions. (Wershba, supra, 91 Cal.App.4th at p. 245.) Class Counsel have worked on large, complex cases for decades, with a particular focus on antitrust and consumer protection claims. Class Counsel also have a track record of success in similar cases, obtaining verdicts and reaching settlements that have provided substantial benefits to numerous classes of consumers. Drawing from these experiences, Class Counsel executed the Settlement Agreement confident that it constitutes a fair and adequate outcome. V. THE PROPOSED PLAN OF ALLOCATION IS APPROPRIATE The balance of the Settlement Fund after payment of taxes, service awards, costs of notice and administration of the Settlement and Settlement Fund, and attorneys fees, costs, and expenses, and pursuant to the procedures set forth in the Plan of Allocation (attached as Exhibit E to the Saveri Declaration), shall be distributed to Class members who timely submit claims that are accepted by the Claims Administrator and approved by the Court (Authorized Claimants). The Plan of Allocation provides redress of all claims filed by Class members for purchases or reimbursements of Cipro between January 8, 1997 and October 31, 2004 (the latter representing the approximate date when the effects of the conduct alleged in these Actions ceased, based upon publicly available pricing data and record evidence concerning the Cipro market). As more fully explained in the Plan of Allocation, after the expenses of notice and claims administration have been deducted or set aside, payment of Class Counsels attorneys fees and reimbursement of their expenses, and payment of the Class Representatives services awards, the Settlement Fund will be disbursed to Class members who timely submit valid Proofs of Claim. Once the Claims Deadline has passed and all received Proofs of Claim have been processed and - 12 PLAINTIFFS MPA ISO MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT WITH BAYER DEFENDANTS

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

Authorized Claimants identified, the Claims Administrator shall pay Settlement proceeds to Authorized Claimants (a) in the full amount claimed, for all valid and timely Proofs of Claim accompanied by Claim Documentation, or (b) at a rate of 80% of the full amount claimed, for otherwise valid and timely Proofs of Claim submitted without Claim Documentation. Should claims exceed the sums available in the Settlement Fund, then payment of Settlement proceeds for all Proofs of Claim shall be proportionately reduced. If the total value of all valid and timely claims is less than the amount remaining in the Settlement Fund, or if for any reason there exists an unclaimed remainder in the Settlement Fund after the Claims Administrator has paid all valid and timely claims, then the Claims Administrator may make a subsequent pro rata distribution, if practicable, provided that in no event shall any Authorized Claimant receive a greater distribution of Settlement proceeds than three times the total dollars that Claimant spent on unreimbursed out-of-pocket Cipro expenses during the Claims Period. The proposed Plan of Allocation establishes a minimum recovery of $25 for each authorized claimant. (Saveri Decl., Ex. E, 2(e).) This amount is both sensible, as $25 approximates the lowest co-pay most consumer Class members paid, and cost-effective given the administrative costs of processing and distributing the claims. If funds remain in the Settlement Fund after the Claims Administrator has paid all valid and timely claims, and a subsequent pro rata distribution of Settlement Funds would be impracticable or would result in Authorized Claimants receiving distributions of Settlement Fund proceeds in amounts greater than three times their total dollars spent on unreimbursed out-of-pocket Cipro expenses during the Claims Period, then the funds remaining in the Settlement Fund shall be distributed cy pres in a manner to be approved by the Court pursuant to a motion to be brought by Class Counsel in accordance with Code of Civil Procedure section 384. Court approval shall be required prior to any disbursement or distribution from the Settlement Fund, other than for any fees and expenses incurred to administer the Escrow Account, costs associated with the Settlement Notice and claims administration, and taxes on the Settlement Fund.

- 13 PLAINTIFFS MPA ISO MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT WITH BAYER DEFENDANTS

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

VI.

THE PROPOSED CLASS NOTICE SHOULD BE APPROVED Plaintiffs request that the Court approve the notice forms and the notice dissemination plan.

Should the Court grant preliminary approval, its order must include the notice to be given to the Class. (Cal. Rules of Court, rule 3.769(e).) The trial court has virtually complete discretion as to the manner of giving notice to class members. (7-Eleven Owners for Fair Franchising v. Southland Corp. (2000) 85 Cal.App.4th 1135, 1164, citation omitted.) The manner of giving notice and the content of the notice should fairly apprise the prospective members of the class of the terms of the proposed settlement and of the options that are open to them in connection with the proceedings. (Ibid., citation omitted.) The notice plan is substantially similar to the plan the Court approved after it certified the Class. (See Cipro Cases I and II, Order Disseminating Class Notice, slip op. (Oct. 14, 2004).) The proposed notice plan for the Bayer settlement is attached as Exhibits B and C. The Claims Administrator will maintain a website that provides the detailed and summary notice forms, claims forms, frequently asked questions with answers, and other pertinent information related to these Actions. If requested by a Class Member, the Claims Administrator will send the detailed notice to that Class Member. Class Members may electronically file a claim from this website. Notice will be sent via postcard within thirty calendar days of the preliminary approval date via first-class regular U.S. Mail to all Class Members reasonably identifiable. This group consists largely of third-party payors who have paid (or caused to be paid) all or part of the cost of Cipro purchased in California during the Class Period. While it is not known which third-party payors are Class members, contact information for most third-party payors is available to the Claims Administrator, thus facilitating the dissemination of notice directly to a large portion of the Class. In addition to the direct mailing, the Claims Administrator will publish a summary notice, substantially in the form as attached as Exhibit B, in the over 60 English and foreign language publications identified in the plan (attached as Exhibit C) for media distribution of the notice. The publications have been chosen in order to reach consumers who may have paid for all or part of a prescription for Cipro in California during the Class Period. In selecting publications for notice, the - 14 PLAINTIFFS MPA ISO MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT WITH BAYER DEFENDANTS

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

Plaintiffs and the Claims Administrator sought not only to provide the general California consumer population with notice of the Settlement, but also to reach those who were more likely to have paid the total cost of Cipro, i.e., those without health insurance. In general, low income individuals and families, between the ages of 18 and 34, as well as members of certain racial and ethnic groups, are more likely to be uninsured. (See, e.g., Overview of the Uninsured in the United States: An Analysis of the 2005 Current Population Survey, ASPE Issue Brief (September 22, 2005) United States Department of Health & Human Services, Office of the Assistant Secretary for Planning and Evaluation, available at http://aspe.hhs.gov/health/reports/05/uninsured-cps/.) Further, the notice plan targets California consumers who use the internet. As set forth in Exhibit C, certain on-line methods will be employed to reach Class Members, such as banner ads and ads placed in on-line editions of local and state-wide circulation newspapers. Communication of notice on the internet will provide an additional benefit in that, in most circumstances, clicking on the internet notice will send users directly to the Settlement website where claims may be made electronically. The settlement notices provide a brief explanation of the case, the terms of the proposed Settlement, the maximum amount Class Counsel may seek for attorneys fees, the amount that named Plaintiffs may seek as service awards, the date, time, and place of the final approval hearing, and the procedures for Class members to follow in submitting comments on and objections to the Settlement and in arranging to appear at the settlement hearing to state any objections. (See Saveri Decl., Ex. B.) The settlement notice does not provide the opportunity for Class members to opt out of the Class because they already received notice of such an opportunity and the time to opt out expired.4 VII. THE FINAL APPROVAL HEARING SHOULD BE SCHEDULED The last step in the settlement approval process is a final approval hearing. Pursuant to California Rules of Court, rule 3.769(e), should the Court grant preliminary approval, its order must state the time, date, and place of the final approval hearing. This hearing allows the Court to hear

The opt-out period expired on December 15, 2004. - 15 PLAINTIFFS MPA ISO MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT WITH BAYER DEFENDANTS

1 2 3 4 5 6 7 8 9 10 11

all evidence and the arguments necessary to determine whether the settlement is fair, adequate, and reasonable. Plaintiffs request that the Court grant preliminary approval and set the date, time, and place for a final approval hearing. Plaintiffs suggest the Court enter the following schedule governing the dissemination of notice, a settlement objection deadline, schedule for the final approval and attorneys fee motions, and the final approval hearing date:
Event Notice of Class Action Settlement to Be Mailed and Posted on Internet Notice of Class Action Settlement to Be Published Date Within 30 days of Preliminary Approval Order

To be completed 45 days prior to the Final Approval Hearing To be filed 30 days prior to the Final Approval Hearing 30 days prior to Final Approval Hearing

Affidavit of Compliance with Notice Requirements

12 13 14 15 16 17 18 19 20 21
Final Approval Hearing Receipt/Filing Deadline for Comments and Objections Postmark/Filing Deadline for Filing Claims

By March 31, 2014

Motions for Final Approval, Attorneys Fees, 45 days prior to Final Approval Hearing Reimbursement of Expenses, and Service Awards to Be Filed by Plaintiffs Counsel Replies in Support of Motions for Final Approval, Attorneys Fees, Reimbursement of Expenses, and Service Awards to Be Filed by Plaintiffs Counsel Service/Filing of Notices of Appearance at Final Approval Hearing 14 days prior to Final Approval Hearing

30 days prior to Final Approval Hearing

November 15, 2013

22 23 24 25 26 27 28 - 16 PLAINTIFFS MPA ISO MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT WITH BAYER DEFENDANTS

VIII. CONCLUSION For the above reasons, Plaintiffs respectfully request that the Court grant preliminary approval, approve the proposed Notice, and set a hearing for final approval of the present Settlement.

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

Ralph B. Kalfayan (State Bar No. 133464) KRAUSE, KALFAYAN, BENINK & SLAVENS 550 West C Street, Suite 530 San Diego, California 92101 Telephone: (619) 232-0331 Facsimile: (619) 232-4019 rkalfayan@kkbs-law.com Counsel for Plaintiffs and the Class

- 18 PLAINTIFFS MPA ISO MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT WITH BAYER DEFENDANTS

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

Joseph R. Saveri (State Bar No. 130064) Lisa J. Leebove (State Bar No. 186705) Ryan J. McEwan (State Bar No. 285595) JOSEPH SAVERI LAW FIRM, INC. 505 Montgomery Street, Suite 625 San Francisco, CA 94111 Telephone: (415) 500-6800 Facsimile: (415) 395-9940 Attorneys for Individual and Representative Plaintiffs Karyn McGaughey and Barbara Cohen

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 CLASS ACTION The Honorable Ronald L. Styn This Document Relates To: ALL ACTIONS DECLARATION OF JOSEPH R. SAVERI IN SUPPORT OF PLAINTIFFS MOTION FOR PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT WITH BAYER DEFENDANTS Date: August 9, 2013 Time: 2:30 p.m. Courtroom: Department 62 I, Joseph R. Saveri, declare and state as follows, 1. I am the founder of the Joseph Saveri Law Firm, Inc., one of Plaintiffs Counsel of

record. I am a member in good standing of the State Bar of California. I submit this Declaration in Support of Plaintiffs Motion for Preliminary Approval of Class Action Settlement with Bayer Defendants (Plaintiffs Motion). I am over 18 years of age, and I have personal knowledge of the facts stated in this Declaration. If called as a witness, I could and would testify competently to them. 2. I have been in private practice for over 25 years. During that time, I have

represented individuals, consumers, small business owners, public officials, and heads of
1 DECLARATION OF JOSEPH R. SAVERI ISO MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT WITH BAYER DEFENDANTS

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

corporations negatively affected by price-fixing, cartel behavior, monopolies and other anticompetitive business practices in numerous cases. I have established myself as one of the countrys top litigators in the antitrust field. I have acquired complex civil and class action litigation experience in courts throughout the United States and California and developed a knowledge of a broad range of industries including banking and financial services, hardware, software, consumer electronics, labor, manufacturing inputs, agricultural products, and pharmaceuticals, to name a few. 3. I have worked closely on this case for approximately thirteen years, beginning in

2000. Since that time, I have participated in all phases of the litigation. At the outset of this litigation, I was a partner and chair of the Antitrust and Intellectual Property Practice Group at the law firm Lieff, Cabraser, Heimann & Bernstein, LLP (LCHB), which was appointed as CoLead Counsel in this action, together with the firm of Zwerling, Schachter & Zwerling, LLP (ZSZ) (together Class Counsel). I have been involved in all phases of this litigation, including researching the claims, drafting the complaint, briefing and successfully arguing motions on the pleadings, creating a discovery plan, organizing discovery, successfully briefing and arguing motions for class certification in this Court and the Court of Appeal, developing expert testimony, taking and defending expert depositions, preparing the case for trial, briefing and arguing Defendants motion for summary judgment, briefing and arguing the appeal to the Fourth District Court of Appeal and briefing the merits of the appeal to the California Supreme Court. In May 2012, I established my own law firm. Since then, I have continued my leadership position in this case (Class Counsel and my firm are referred to herein as Plaintiffs Counsel). 4. On June 7, 2013, the Plaintiffs and Bayer entered into an agreement resolving all

of the claims of Plaintiffs and the Plaintiff Class against Bayer (the Settlement Agreement, attached as Exhibit A hereto). As described more fully in the Settlement Agreement, Plaintiffs and the class they represent agree to release all of their claims against Bayer in exchange for $74,000,000 in cash and other valuable consideration.

2 DECLARATION OF JOSEPH R. SAVERI ISO MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT WITH BAYER DEFENDANTS

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

5.

The Settlement Agreement is the result of hard fought, arms-length negotiations.

While settlement negotiations have taken place informally over recent years, settlement discussions with Bayer began in earnest in March 2013. During those discussions, there was careful consideration of the applicable law and facts at issue in the case, including the potential exposure of Bayer to Plaintiffs claims under California law. In particular, there was substantial disagreementand argumentregarding the law applicable to Plaintiffs claims, and the unpredictable impact on the instant litigation of the United States Supreme Court consideration of related issues in the then-pending appeals captioned Federal Trade Commission v. Actavis, Inc., No. 12-416 (U.S. June 17, 2013); and Merck & Co. v. Louisiana Wholesale Drug Co., No. 12245, and Upsher-Smith Laboratories, Inc. v. Louisiana Wholesale Drug Co., No. 12-265 (U.S. June 24, 2013). 6. After weeks of extensive negotiations and numerous back-and-forth telephone

conversations, on May 14, 2013, Plaintiffs and Bayer reached a tentative agreement to settle. Following the agreement in principal, the parties drafted and negotiated the Settlement Agreement which memorializes the terms of the agreement. As with the negotiations that produced the agreement to settle, there were substantial hard fought and lengthy negotiations between Plaintiffs and Bayer regarding the documentation of the Settlement, including the terms of the Settlement Agreement. Numerous drafts were exchanged before the parties came to final agreement regarding the documentation of the proposed Settlement to be submitted to the Court. 7. The record in this case has been fully developed over the course of more than

twelve years of litigation, including voluminous discovery, depositions of dozens of witnesses and development of expert testimony. Plaintiffs have a keen understanding of the factual and legal issues involved in this case as well as the relative strengths and weaknesses of Plaintiffs claims. 8. In particular, in addition to the uncertainty of the outcome of the Actavis case

during settlement negotiations, the issues in this case are currently on appeal to the California Supreme Court from a judgment for Defendants entered in this Court. Plaintiffs Counsel are
3 DECLARATION OF JOSEPH R. SAVERI ISO MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT WITH BAYER DEFENDANTS

EXHIBIT A

EXHIBIT B

Legal Notice

If You Paid for the Antibiotic Cipro in California

You Could Get Money from a Class Action Settlement.
A partial Settlement has been reached in a class action lawsuit involving the antibiotic drug Cipro. The lawsuit claims that Bayer Corporation, Barr Laboratories, Inc., Hoechst Marion Roussel, Inc., Watson Pharmaceuticals, Inc., and The Rugby Group, Inc. (the Defendants) violated antitrust and consumer protection laws by agreeing not to compete with each other and keeping lower cost generic versions of Cipro off the market. The Defendants deny this. No one is claiming that Cipro is unsafe or ineffective. WHAT DOES THE SETTLEMENT PROVIDE? Bayer has agreed to pay $74,000,000 into a Settlement Fund (the Fund). After deducting attorneys fees, costs, and other fees and expenses, the Fund will be distributed to Class Members who le valid claims. Payments will be based on the number of valid claims led and how much you paid for Cipro. It is estimated that consumers will receive at least $25 each. The Settlement Agreement, available at the website www. CiproSettlement.com, contains more details. The Settlement Agreement involves only Bayer; the case will continue against the other Defendants. WHO IS INCLUDED? Generally you are included if you paid a pharmacy, doctors ofce, or hospital for some or all of a Cipro prescription in California between January 8, 1997 and October 31, 2004. Excluded from the Class are all persons who obtained Cipro through the MediCal Prescription Drug Program, anyone who purchased Cipro in order to resell it, governmental entities, the Defendants and their related entities, and all purchasers of Cipro who paid a at co-payment and who would have paid the same co-payment for a generic substitute under the terms of their health insurance policy. HOW TO GET A PAYMENT Class Members must submit a Claim Form to get a payment. The Claim Form, and instructions on how to submit it, are available at www.CiproSettlement.com or by calling 1-800-000-0000. The deadline to submit a Claim Form is Month 00, 2013. YOUR OTHER RIGHTS AND OPTIONS If you are a Class Member, your right to exclude yourself from the Class (to opt out) expired in 2004, when the Class was certied and the original notice was disseminated. You may comment on or object to the proposed Settlement. To do so, you must act by Month 00, 2013. Details on how to comment or object are at www.CiproSettlement.com. The Court will hold a hearing on Month 00, 2013 to consider whether to nally approve the Settlement and whether to approve Class Counsels application for attorneys fees of up to $XX, plus expenses, and service awards for the Class Representatives.

FOR MORE INFORMATION AND A CLAIM FORM: Visit: www.CiproSettlement.com Call: 1-800-000-0000

SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SAN DIEGO

If You Paid for the Antibiotic Cipro in California You Could Get Money from a Class Action Settlement
A court authorized this notice. This is not a solicitation from a lawyer. A $74,000,000 settlement with Bayer Corporation and Bayer AG (Bayer) has been reached in a class action lawsuit involving the price of the antibiotic drug Cipro. The lawsuit claims that Bayer, Barr Laboratories, Inc., Hoechst Marion Roussel, Inc., Watson Pharmaceuticals, Inc., and The Rugby Group, Inc. (the Defendants) violated antitrust and consumer protection laws by agreeing not to compete with each other and keeping lower-cost generic versions of Cipro off the market. Defendants deny this. No one is claiming that Cipro is unsafe or ineffective. You are included if you or your company purchased or paid for the prescription drug Cipro in California between January 8, 1997 and October 31, 2004. Please read this Notice carefully. Your legal rights will be affected, and you have a choice to make now.

SUMMARY OF YOUR LEGAL RIGHTS AND OPTIONS

SUBMIT A CLAIM FORM The only way to receive money from this Settlement.

OBJECT TO OR COMMENT ON THE SETTLEMENT

Write to the Court about why you do or do not like the Settlement. You may also ask to speak to the Court at the hearing on Month 00, 2013 about the fairness of the settlement, though you do not have to do so. To object, you must act before Month 00, 2013.

DO NOTHING

Get no payment. Potentially give up your rights to ever recover from Bayer for the legal claims in this case.

This Notice explains your legal rights and optionsand the deadlines to exercise them.

QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.CIPROSETTLEMENT.COM

WHAT THIS NOTICE CONTAINS

BASIC INFORMATION .................................................................................................................................. PAGE 3 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. Why did I get this Notice? What is this lawsuit about? What is a class action and who is involved? Why is there a Settlement? Why is the lawsuit continuing if there is a Settlement? What happens if Plaintiffs later reach a settlement with the non-settling Defendants? Am I part of this Settlement? Are there any exceptions to being included? If I previously asked to be excluded from the Class, can I change my mind now? If I previously did not ask to be excluded from the Class, can I change my mind now? Im still not sure if I am included. What are my rights as a Class Member?

WHO IS IN THE SETTLEMENT ...................................................................................................................... PAGE 4

THE SETTLEMENT BENEFITS ...................................................................................................................... PAGE 5 13. What does the Settlement provide? 14. How much money can I get from the Settlement? SUBMITTING A CLAIM FORM ....................................................................................................................... PAGE 5 15. How can I get money from the Settlement? 16. When will I get my payment? THE LAWYERS REPRESENTING YOU ........................................................................................................... PAGE 5 17. Who represents me in this case? 18. Should I get my own lawyer? 19. How will the lawyers be paid? OBJECTING TO THE SETTLEMENT .............................................................................................................. PAGE 6 20. How do I tell the Court that I don't like the Settlement? THE COURT'S FAIRNESS HEARING .............................................................................................................. PAGE 6 21. When and where will the Court decide whether to approve the Settlement? 22. Do I have to come to the hearing? 23. May I speak at the hearing? IF YOU DO NOTHING .................................................................................................................................. PAGE 7 24. What happens if I do nothing at all? GETTING MORE INFORMATION .................................................................................................................... PAGE 7 25. Are more details about the Settlement available? 26. How do I get more information?

QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.CIPROSETTLEMENT.COM

BASIC INFORMATION
1. Why did I get this Notice? You may have purchased, paid, and/or reimbursed for Cipro between January 8, 1997 and October 31, 2004. You have the right to know about this class action lawsuit and about your legal rights and options before the Court decides whether to approve the Settlement with Bayer. This Notice explains the lawsuit, the Settlement, and your legal rights. It also explains what benefits are available, who is eligible for them, and how to obtain them. The Court has preliminarily approved the Settlement. If you are in fact a Class Member, you have legal rights and options that you may exercise before the Court considers whether it will grant final approval to the proposed Settlement at the Fairness Hearing. The Fairness Hearing is to decide whether the proposed Settlement is fair, reasonable, and provides adequate compensation and benefits to the members of the Class. Judge Ronald L. Styn of the Superior Court of California, County of San Diego, is in charge of these cases. The lawsuits are called Cipro Cases I & II, J.C.C.P. Nos. 4154 and 4220. This is the second Notice issued in these cases. Previously, the Court ordered that notice be sent to Class Members to inform them of the order certifying the Class and the opportunity to opt out of the Class. The deadline for opting out of the class was December 15, 2004. The people who sued are called the Plaintiffs. The Defendants are Bayer Corporation, Barr Laboratories, Inc., Hoechst Marion Roussel, Inc., Watson Pharmaceuticals, Inc., and The Rugby Group, Inc. 2. What is this lawsuit about? Cipro is an antibiotic drug prescribed by doctors. The lawsuit claims that Defendants violated Californias antitrust and consumer protection laws in connection with the sale in California of Cipro, and that Defendants agreed not to compete with each other, keeping lower-cost generic versions of Cipro off the market. Defendants, including Bayer, deny these claims and say their conduct was legal. The Defendants other than Bayer have not entered into settlements in these cases. Those Defendants are referred to as the non-settling defendants. To obtain more information about the claims in this lawsuit, you can view the complaints in these cases at www.CiproSettlement.com. 3. What is a class action and who is involved? In a class action lawsuit, one or more people called Named Plaintiffs or Class Representatives sue on behalf of other people who have similar claims. The people with similar claims together are a Class and are called Class Members. In a class action, the court resolves the issues for all Class Members, except for those who exclude themselves from the Class. The Court appointed Barbara Cohen, Karyn McGaughey, Donna Moore, Deborah Patane, Local 39 of the International Union of Operating Engineers, and the Sheet Metal Workers of Southern California, Arizona, and Nevada as Class Representatives in this case. 4. Why is there a Settlement? While the case is still currently pending before the California Supreme Court, in order to avoid the uncertainty of continuing the litigation, Plaintiffs and Bayer have agreed to settle. That way, they avoid the cost of further litigation, and Class Members will get the benefits of the Settlement. The Class Representatives and their attorneys think the Settlement with Bayer is best for all Class Members. 5. Why is the lawsuit continuing if there is a Settlement? Bayer has agreed to settle these cases. The other Defendants have not agreed to settle, so the lawsuit, pending the outcome of the appeal currently before the California Supreme Court, will continue. More money may become available in the future as a result of additional settlements with and/or a trial against the non-settling defendants, but there is no guarantee this will happen. 6. What happens if the Plaintiffs later reach a settlement with the non-settling defendants? The lawsuit will continue against the non-settling defendants. As explained above, it is not known whether the Courts dismissal of the Class case on summary judgment will be reversed, or whether the Class claims will be reinstated, or
QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.CIPROSETTLEMENT.COM

whether the plaintiffs would prevail against the non-settling defendants at a trial. If there are additional settlements in the future, there will be notice of those settlements as well.

WHO IS IN THE SETTLEMENT

7. Am I part of this Settlement? In general, persons and entities who bought the prescription antibiotic drug Cipro in California between January 8, 1997 and October 31, 2004 are Class Members and are eligible for a payment from the Settlement. The Class includes both consumers and third-party payors. Consumer Class Members are people that paid for some or all of the cost of Cipro in California. A Consumer Class Member purchased Cipro from a pharmacy or was administered Cipro in a hospital. These Class Members must have lived in California at any time between January 8, 1997 and October 31, 2004, and paid for some or all of the total cost of a Cipro prescription in California during that time. A Third-Party Payor Class Member is an entity that is a party to a contract, issuer of a policy, or sponsor of a plan, and that must pay or reimburse all or part of the cost of Cipro dispensed to its California members. Third-Party Payor Class Members could include: Entities with self-funded plans that contract with a health insurance company or other firm to serve as a third-party claims administrator to administer such entities prescription drug benefits; or Insurance companies, union health and welfare benefit plans, and other organizations that paid for all or part of a Cipro prescription obtained by one of their California members between January 8, 1997 and October 31, 2004. 8. Are there any exceptions to being included? You are not a Class Member if any of the following is true: You previously asked to be excluded from (to opt out of) the Class in a timely and proper manner. You obtained Cipro through MediCal. You bought Cipro in order to resell it. You are a governmental entity. You paid a flat co-payment for Cipro and you would have paid the same co-payment for a generic substitute under the terms of your health insurance policy. You are a judge or justice who is or was assigned to hear any part of this litigation. You are a current or former officer or director of Bayer, or the complaint alleges you participated in the conspiracy that is the subject of the lawsuit. (The complaint is available at www.CiproSettlement.com.) 9. If I previously asked to be excluded from the Class, can I change my mind now? If you previously asked to be excluded from the Class (in response to the Courts 2004 notice of class certification), you are not a Class Member. If you previously asked to be excluded from the Class and want to pursue claims against Bayer or the non-settling Defendants, you must do so in a separate lawsuit. In deciding whether to pursue any individual claim, or whether an individual claim is still viable, you should consult your own attorney. 10. If I previously did not ask to be excluded from the Class, can I change my mind now? If you are a Class Member, you cannot exclude yourself from the Class because the deadline to exclude yourself has passed. Requests for exclusion needed to be postmarked by December 15, 2004, according to the previous Notice issued in this case. However, as a Class Member you may choose not to submit a claim. If you choose not to submit a claim you will not receive any money or benefits from the proposed Settlement. 11. Im still not sure if I am included. If you are still not sure whether you are included, you can get help at www.CiproSettlement.com or by calling 1-800-000-0000.

QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.CIPROSETTLEMENT.COM

12. What are my rights as a Class Member? You can file a claim for a payment from the Settlement Fund (see Question []). You can also comment on or object to the proposed Settlement (see Question []).

THE SETTLEMENT BENEFITS

13. What does the Settlement provide? Bayer will pay $74,000,000 into a Settlement Fund (the Fund). Bayer has also agreed to cooperate with the Plaintiffs in the litigation against the non-settling Defendants. After deducting attorneys fees, costs, and other fees and expenses (see Question []), the Fund will be distributed to Class Members who file valid claims. As a Class Member, you release your claims against Bayer. Those releases include any claims made (or that could have been made) in this lawsuit. The release is described in more detail in the Settlement Agreement in Section ___. The Settlement Agreement is available at www.CiproSettlement.com. 14. How much money can I get from the Settlement? Your payment amount cannot be calculated at this time. Your share will depend on (a) the amount of Cipro you purchased between January 8, 1997 and October 31, 2004; (b) the total number of valid claims that are submitted; and (c) the fees, costs and expenses approved by the Court. It is impossible to accurately predict how many people will file claims and the amount of any Court-approved award of attorneys fees and costs. However, the proposed Plan of Allocation provides for a minimum payment of $25 to any Class Member who submits a valid claim, regardless of its size. The proposed Plan of Allocation is available for review at www.CiproSettlement.com, and will be presented for approval by the Court at the Fairness Hearing (see Question X).

SUBMITTING A CLAIM FORM

15. How can I get money from the Settlement? To receive money from the Settlement, you must complete and submit a Claim Form (attached). Claim Forms are also available at www.CiproSettlement.com. Please read this Notice and the Claim Form carefully, fill out the form, include all the information and documents it asks for, sign it, and mail it postmarked no later than Month 00, 2013. You can also submit your Claim Form online at www.CiproSettlement.com. 16. When will I get my payment? The Court will hold a hearing on Month 00, 2013, to decide whether to approve the Settlement. If the Court approves the Settlement, there still may be appeals of that decision. It is hard to estimate how long it might take for any appeals to be resolved, but it can take a lot of time, perhaps more than a year. Updates regarding the Settlement and when payments will be made will be posted on the Settlement website, www.CiproSettlement.com.

THE LAWYERS REPRESENTING YOU

17. Who represents me in this case? The Court appointed the following law firms as Class Counsel: Eric B. Fastiff LIEFF CABRASER HEIMANN & BERNSTEIN, LLP 275 Battery Street, 29th Floor San Francisco, CA 94111 (415) 956-1000 efastiff@lchb.com Dan Drachler ZWERLING, SCHACHTER & ZWERLING, LLP 1904 Third Avenue, Suite 1030 Seattle, WA 98101-1170 (206) 223-2053 ddrachler@zsz.com

Class Members are also represented by the following law firms:

QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.CIPROSETTLEMENT.COM

Joseph R. Saveri JOSEPH SAVERI LAW FIRM, INC. 505 Montgomery Street, Suite 625 San Francisco, CA 94111 (415) 500-6800 jsaveri@saverilawfirm.com

Ralph Kalfayan Krause, Kalfayan, Slavens & Benink, LLP 550 West C Street, Suite 530 San Diego, CA 92101 (619) 232-0331 rkalfayan@kkbs-law.com

Together these law firms are called Plaintiffs Counsel. 18. Should I get my own lawyer? You do not need to hire your own lawyer because Plaintiffs Counsel is working on your behalf. If you want your own lawyer, you may hire one, but you will be responsible for any payment for that lawyers services. For example, you can ask him or her to appear in Court for you if you want someone other than Plaintiffs Counsel to speak for you. You may also appear for yourself without a lawyer. 19. How will the lawyers be paid? Plaintiffs Counsel will ask the Court to approve payment of up to one-third of the Settlement Fund to them for attorneys fees, as well as to reimburse them for litigation costs they advanced in pursuing the claims. The fees would compensate Plaintiffs Counsel for investigating the facts, litigating the case (including through appeals), and negotiating and administering this Settlement. Plaintiffs Counsel will also ask the Court to approve payments of $2,500 to each of the individual Class Representatives and $15,000 to the Third-Party Payor Class Representatives to compensate them for their service to the Class. Plaintiffs Counsel may seek additional attorneys fees, costs, and expenses from any future settlement or recovery obtained from non-settling defendants. The costs of providing this Notice and administering this Settlement are being paid from the Settlement Fund.

OBJECTING TO THE SETTLEMENT

20. How do I tell the Court if I dont like the Settlement? If youre a Class Member, you can object to the Settlement if you dont like any part of it. You can give reasons why you think the Court should not approve it. The Court will consider your views. To object, you must send a letter saying that you object to the proposed Settlement in Cipro Cases I & II. Be sure to include: Your name, address, telephone number, and signature; A detailed list of any other objections that you or your lawyer have made to any class action settlements submitted to any court in the United States in the previous five (5) years; and A detailed statement of your objection, including the grounds for the objection together with any documents you think support it. Mail the objection by First Class U.S. Mail, postmarked no later than Month 00, 2013, to: Cipro Settlement P.O. Box 0000 City, ST 00000

THE COURTS FAIRNESS HEARING

21. When and where will the Court decide whether to approve the Settlement? The Court will hold a Fairness Hearing at XX:XX a.m. on Month 00, 2013 in Courtroom ___ of the San Diego Superior Court, located at 330 West Broadway, San Diego, California 92101.
QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.CIPROSETTLEMENT.COM

At this hearing, the Court will consider whether the Settlement is fair, reasonable, and adequate. If there are objections, the Court will consider them. The Court will listen to people who have asked to speak at the hearing. The Court may also decide how much to pay to Plaintiffs Counsel in fees and expense reimbursements. After the hearing, the Court will decide whether to approve the Settlement. We do not know how long these decisions will take. The Court may reschedule the Fairness Hearing or change any of the deadlines described in this Notice. Be sure to check the website, www.CiproSettlement.com, for news of any such changes. 22. Do I have to come to the Fairness Hearing? No. Plaintiffs Counsel will answer any questions the Court may have. Of course, you are welcome to come at your own expense. If you send an objection, you dont have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary. 23. May I speak at the hearing? You may ask the Court for permission to speak at the Fairness Hearing. To do so, you must send a letter saying that it is your Notice of Intention to Appear in Cipro Cases I & II. You must mail your Notice of Intention to Appear, postmarked no later than Month 00, 2013 to the addresses shown in the answer to Question [] above. Be sure to include your name, address, telephone number, and your signature. You cannot speak at the hearing if you previously excluded yourself from the Class.

IF YOU DO NOTHING
24. What happens if I do nothing at all? If you are a Class Member who did not previously opt out, and you do nothing now, youll get no money from this Settlement and you wont be able to collect any damages from Bayer for its alleged Cipro overcharges in California.

GETTING MORE INFORMATION

25. Are more details about the Settlement available? Yes. This Notice summarizes the proposed Settlement; more details are in the proposed Settlement Agreement itself. You can get a copy of the Settlement Agreement at www.CiproSettlement.com. 26. How do I get more information? The website www.CiproSettlement.com provides answers to common questions about the Settlement, Claim Forms, and other information to help you determine whether you are a Class Member and whether you are eligible for a payment. You may also call or write to the Settlement Administrator at: Cipro Settlement P.O. Box 0000 City, ST 00000 PLEASE DO NOT CONTACT THE COURT. ANY QUESTIONS ABOUT THIS NOTICE OR THE SETTLEMENT SHOULD BE DIRECTED TO THE CLAIMS ADMINISTRATOR AND/OR TO COUNSEL. You may also seek the advice and counsel of your own attorney at your own expense, if you desire. Dated: _______________, 2013 By Order of the Court

Judge of the Superior Court of California County of San Diego

QUESTIONS? CALL 1-800-000-0000 OR VISIT WWW.CIPROSETTLEMENT.COM

Third-Party Payors That Paid for Cipro

Could Get Money from a Class Action Settlement
A partial Settlement has been reached in a class action lawsuit involving the antibiotic Cipro. The lawsuit claims that Bayer Corporation, Barr Laboratories Inc., Hoechst Marion Roussel, Inc., Watson Pharmaceuticals, Inc., and the Rugby Group, Inc. (the Defendants) violated antitrust and consumer protection laws by agreeing not to compete with each other and keeping lower cost generic versions of Cipro off the market. The Defendants deny this. No one is claiming that Cipro is unsafe or ineffective. Bayer Corporation will pay $74 million into a Settlement Fund to pay for claims, attorneys fees, and notice and administrative costs. The Settlement involves only Bayer; the case will continue against the other Defendants. Whos Included? Generally, insurers, union and employee welfare benet plans, and other organizations are included if they paid for some or all of a Cipro prescription obtained by one of their California members between January 8, 1997 and October 31, 2004. What Can You Get? Payments will be based on the number of valid claims led and how much your company paid for Cipro. More details are available in the Plan of Allocation available at www.CiproSettlement.com or by calling 1-800-0000000. How to Get a Payment? Third-Party Payors (TPPs) must submit a Claim Form to get a payment. The Claim Form, and instructions on how to submit it, are available at www.CiproSettlement.com or by calling 1-800-000-0000. The deadline to submit a Claim Form is Month 00, 2013. Your Other Rights. If a TPP is in the Class, its right to exclude itself from the Settlement expired in 2004, when the Class was certied and the original notice disseminated. If a TPP is in the Class, it may object to the Settlement by Month 00, 2013. The Court will hold a hearing on Month 00, 2013 to consider whether to approve the Settlement and a request for attorneys fees up to $XX million, reimbursement of costs, and service awards for the Class Representatives. You can appear at the hearing, but you dont have to. You can hire your own attorney, at your own expense, to appear or speak for you at the hearing.

For more information or a Claim Form:

1-800-000-0000

www.CiproSettlement.com

Court-Ordered Legal Notice SETTLEMENT ADMINISTRATOR PO BOX 0000 MINNEAPOLIS, MN 00000-0000

PRESORTED FIRST-CLASS MAIL U.S. POSTAGE PAID Rust Consulting, Inc.

Important Notice About Cipro Settlement

NAME ADDRESS CITY STATE ZIP CODE

EXHIBIT C

Cipro CA-Estimate (Option 2)

7/10/2013

Notice Program Estimate

Target Audience(s)
Adults 25 Years of Age and Older Living in California Who Used a Prescription Remedy ("Adults 25+ CA Prescription Users")

Paid Media Components Print Media

Magazine(s) People - California Edition TV Guide- AZ, CA, NV, OR, TX & WA Newspaper(s) California Asian Language Top Circulating (10 Newspapers) Chinese Daily News US Asian Post Korea Daily Korea Times World Journal - San Francisco Sing Tao Daily - San Francisco Chinese LA Times Korean Sunday News - Los Angeles Philippine Media International Daily News - LA Edition California General Market Top Circulating (33 Newspapers) Bakersfield Californian Chico Enterprise-Record Eureka Times-Standard Fresno Bee Glass Valley Union Hansford Sentinel Imperial Valley Press Lake County Record-Bee Los Angeles Times Marysville Appeal-Democrat Merced Sun-Star Modesto Bee Monterey County Herald Napa Valley Register Orange County Register

Circulation

Unit Type/Size

Insertions

357,600 405,600

Full Page (7" x 10") Full Page (6.875" x 10")

1 1

85,000 80,000 80,000 75,000 70,000 65,000 65,000 53,000 50,000 50,000

1/4 Page 1/4 Page 1/4 Page 1/4 Page 1/4 Page 1/4 Page 1/4 Page 1/4 Page 1/4 Page 1/4 Page

1 1 1 1 1 1 1 1 1 1

41,500 24,834 16,964 97,234 14,712 8,144 9,596 6,065 511,249 15,545 12,959 56,279 26,191 12,793 161,768

1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page

1 1 1 1 1 1 1 1 1 1 1 1 1 1 1

Page 1 of 3

Red Bluff Daily News Redding Record Searchlight Riverside Press Enterprise Sacrameto Bee San Bernardino Sun San Diego Union-Tribune San Francisco Chronicle San Francisco Examiner San Jose Mercury News San Luis Obispo Tribune Santa Barbaba News-Press Santa Rosa Press Democrat Siskiyou Daily News Sonora Union Democrat Stockton Record Ukiah Daily Journal Ventura County Star Visalia Times Delta California Spanish Language Top Circulating (15 Newspapers) El Popular - Bakersfield Edition Vida en el Valle (Fresno, Sacramento, Modesto, Stockton, Merced) Eastern Group Publications Excelsior El Latino El Sol Impacto USA Miniondas Vida Nueva Hoy Los Angeles La Opinion La Prensa Enlace El Mensajero La Oferta Review Panorama (Los Angeles) Newspaper Supplement(s) Parade - California Circulation USA Weekend - California Circulation

6,555 25,201 95,979 181,906 40,003 203,185 183,237 100,763 461,719 33,833 24,629 56,777 6,061 10,016 34,092 5,982 55,579 18,535

1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page

1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1

22,040 160,588 106,208 58,000 60,045 20,000 252,667 25,000 53,289 90,000 87,666 106,000 112,982 102,614 21,000 9,000 3,975,575 2,708,708

1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/6 Page 1/4 Pg (4.75 x 7.33) 2/5 Page (5.25" x 6.375") Digest (5" x 6.4375")
Ad Type/Size

1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1
Estimated Impressions

Online Media
Web AARP Online (California Targeted) Parade Online (California Targeted) Mediaspace (California Targeted) Batanga Online (California Targeted) Digicultural (California Targeted)

728x90, 300x250, 160x600 728x90, 300x250, 160x600 728x90, 300x250, 160x600 728x90, 300x250, 160x600 728x90, 300x250, 160x600

1,200,000 5,000,000 1,050,000 2,500,000 1,500,000

Page 2 of 3

24/7 Network (National Targeted) 24/7 Network (California Targeted) Facebook.com (California Targeted)

728x90, 300x250, 160x600 728x90, 300x250, 160x600 100x100 Paid Media Components Sub-Total:

20,000,000 31,000,000 13,000,000 $454,416.00

Other Program Components

Earned Media: Press Release (National) Production and Distribution: Print Ad Production and Distribution: Banner Ad Notice Materials: Translations Other Program Components Sub-Total:

$1,365.00 $525.00 $1,050.00 $1,780.00 $4,720.00

Estimated Program Delivery

This plan will deliver an estimated 80.73% reach against "Adults 25+ CA Prescription Users" with an estimated 3.5 frequency.

Estimated Total Program Cost $459,136.00

Important Terms: 1. 2. 3. Rates reported herein are confidential and proprietary and may not be disclosed to any parties without prior approval from Kinsella Media, LLC (KM). Upon receiving final ad copy, KM will negotiate final advertising rates. Advertising rates are set by the individual media properties and are subject to space availability and may change without notice. If KM has received final notice text, this estimate is based on actual word count. If not, costs are based on the ad size(s) stated above. Final layout of approved notice language determines the size and cost of an ad. Typical ad size maximum word counts for reference are: newspaper 1/6-page=725 words, newspaper 1/8-page=550 words, magazine 1/2-page=650 words, magazine full-page=1300 words, newspaper supplement 2/5-page=650 words. In opinion cases, the expert determines appropriate word count and layout. If the estimate includes a press release and the client has not yet provided KM with a final version of the release or a word count, the estimated press release cost is based on a release of up to 500 words. A longer press release will entail higher costs. If KM has received the final press release text, the estimate is based on actual word count.

4.

Page 3 of 3

EXHIBIT D

CIPRO SETTLEMENT P.O. BOX 0000 FARIBAULT, MN 55021-0000

I MP O R TA N T L EG AL M ATERIAL S

*Barcode*

- <<SEQ>>

<<NAME1>> <<NAME2>> <<ADDRESS1>> <<ADDRESS2>> <<CITY>> <<STATE>> <<ZIP>> <<COUNTRY>>

SUPERIOR COURT OF CALIFORNIA COUNTY OF SAN DIEGO

IN RE: CIPRO CASES I & II Judicial Council Coordination Proceeding Nos. 4154 & 4220 INSTRUCTIONS FOR SUBMITTING YOUR PROOF OF CLAIM In order to qualify to receive a payment from the Settlement with Bayer in Cipro Cases I & II, as described in the Notice of Settlement, you must file the attached Proof of Claim form either on paper or electronically on the Settlement website, and you may need to provide certain requested documentation to substantiate your claim. REQUIREMENTS FOR FILING THE ATTACHED PROOF OF CLAIM FORM Your Claim will be considered only if you meet the following conditions: 1. You must accurately complete all required portions of the attached Proof of Claim form. 2. You must sign the Proof of Claim form, which includes the Certification. If you submit the form electronically, your electronic signature and submission of the form will have the same force and effect as if you signed the form on paper. 3. By signing and submitting the Proof of Claim form, you are swearing under penalty of perjury that you paid or reimbursed for Cipro brand prescription ciprofloxacin in the State of California between January 8, 1997 and October 31, 2004, and that you did not resell the Cipro. 4. If you are an Authorized Agent, attach a separate sheet stating the name and contact information of the Class Member, as well as the capacity in which you are submitting the claim and proof of your authority to do so. 5. You have two options for completing a Proof of Claim form: (A) You can mail the completed and signed Proof of Claim form and Certification by First-Class U.S. Mail, postage prepaid, postmarked no later than _________, 2014, to: Cipro Settlement c/o Rust Consulting, Inc. P.O.Box xxxx Faribault, MN 55021-xxxx OR (B) You can complete and submit the Proof of Claim form and Certification using the Claims Administrators Settlement Website, www.ciprosettlement.com. Upon completion of the online Proof of Claim form, you will receive an acknowledgment that your claim has been submitted. If you choose this option and file a claim electronically, your electronic signature and submission of the form will conform to the requirements of the Electronic Signatures Act, 15 U.S.C. 7001, et seq., and will have the same force and effect as if you signed the Proof of Claim form in hard copy. 6. Your failure to complete and submit the Proof of Claim form postmarked or filed online by _________, 2014, will prevent you from receiving any payment from this Settlement. Submission of this Proof of Claim form does not assure that you will share in the payments related to Cipro Cases I & II. If the Claims Administrator disputes a material fact concerning your Claim, you will have the right to present information in a dispute resolution process. For more information on this process, visit www.ciprosettlement.com.

Must be Postmarked On or Before xxxxxx, 2014

Superior Court of the State of California, County of San Diego

F O R O F F I C I A L U SE ONLY

CIPRO CASES I and II Judicial Council Coordination Proceedings Nos. 4154 and 4220

03

*barcode*
C ON S UMER PRO O F O F C LA IM
YOUR CLAIM MUST BE POSTMARKED ON OR BEFORE XXXX, 2014 Mail you claim to: CIPRO SETTLEMENT P.O. BOX XXXX FARIBAULT, MN 55021-XXXX OR

Page 1 of 3

Submit the Proof of Claim form using the Claims Administrators Website, www.ciprosettlement.com.

SECTION A Claimant Identification

CLAIMANT NAME

AGENT/LEGAL REPRESENTATIVE

STREET ADDRESS

CITY DAYTIME TELEPHONE

STATE E-MAIL ADDRESS

ZIP CODE

SECTION B Should I File a Claim Form?

Please answer the following question in order to determine if the Claimant is eligible for cash from the Proposed Settlement:
Did you pay a flat co-payment for Cipro and would you have paid the same co-payment for a generic substitute under the terms of your health insurance? Yes OR No

If your answer is Yes, you are NOT eligible for cash from the Proposed Settlement. If your answer is No, you are eligible for cash from the Proposed Settlement and must complete Sections C and E below.

*3985*

*CFW*

*RUST*

*barcode*
SECTION C Amount Claimed
Please type or print in the box below the total amount of the Class Members out-of-pocket expenditures for purchases or reimbursements of Cipro brand prescription ciprofloxacin in California between January 8, 1997 and October 31, 2004, inclusive. Please attach claim documentation supporting your claim with this form (see Section D below).
CIPRO BRAND PRESCRIPTION CIPROFLOXACIN Purchases or Reimbursements from January 8, 1997 to October 31, 2004, inclusive TOTAL AMOUNT PAID $

SECTION D Note Regarding Documentation

Any one of the following is acceptable as claim documentation for Cipro brand prescription ciprofloxacin purchased or reimbursed between January 8, 1997 and October 31, 2004, inclusive: (1) Itemized receipts; or (2) Cancelled checks; or (3) Credit card statement that shows a payment for Cipro; or (4) An EOB (explanation of benefits) from your insurer that shows you paid for Cipro; or (5) Records from your pharmacy showing that you paid for Cipro. If you dont have documentation of the Class Members Cipro purchases between January 8, 1997 and October 31, 2004, the claim may be capped at 80% of the amount claimed. Please note that the Claims Administrator may ask for additional proof of payment

SECTION E Certification
I have read and am familiar with the contents of the Instructions accompanying this Claim Form. I certify that the information I have set forth in the above Proof of Claim and in any documents attached by me are true, correct and complete to the best of my knowledge. I certify that I or the Class Member I represent paid the total amount set forth above in out-of-pocket expenditures for purchases or reimbursements of Cipro brand prescription ciprofloxacin in California during the period January 8, 1997 to October 31, 2004, inclusive. I further certify that I or the Class Member I represent did not opt out of the certified Class in these Actions, and did not obtain the Cipro indicated on the Proof of Claim form above through the MediCal Prescription Drug Program. Nor did I or the represented Class Member purchase such Cipro for purposes of resale. In addition, I have not (or the represented Class Member has not) served as an officer, director, agent, or employee of Bayer Corporation, Bayer AG, or a corporate parent, subsidiary, affiliate, or other related entity thereof; or a judge or justice assigned to hear any aspect of this lawsuit. To the extent I have been given authority to submit this Proof of Claim by a Class Member on its behalf, and accordingly am submitting this Proof of Claim in the capacity of an Authorized Agent with authority to submit it by the Class Member identified on a separate sheet of paper submitted with this form, and to the extent I have been authorized to receive on behalf of this Class Member(s) any and all amounts that may be allocated to it from the Settlement Fund, I certify that such authority has been properly vested in me and that I will fulfill all duties I may owe the Class Member. In the event amounts from the Settlement Fund are distributed to me and a Class Member later claims that I did not have the authority to claim and/or receive such amounts on its behalf, I and/or my employer will hold the Class, counsel for the Class, and the Settlement Administrator harmless with respect to any claims made by the Class Member. I hereby submit to the jurisdiction of the Superior Court of the State of California, County of San Diego for all
Page 2 of 3

*barcode*
purposes connected with this Proof of Claim, including resolution of disputes relating to this Proof of Claim. I acknowledge that any false information or representations contained herein may subject me to sanctions, including the possibility of criminal prosecution. I agree to supplement this Proof of Claim by furnishing documentary backup for the information provided herein, upon request of the Settlement Claims Administrator. I certify that the above information supplied by the undersigned is true and correct to the best of my knowledge and that this Proof of Claim form was executed this ______ day of ______________, 201___. Signature Mail the completed Claim Form postmarked on or before XXXX, 2014, along with proof of payment, if required, to the following address: Cipro Settlement c/o Rust Consulting, Inc. P.O.Box xxxx Faribault, MN 55021-xxxx Toll-Free Telephone: 1-877-xxx-xxxx Website: www.ciprosettlement.com Print or Type Name

REMINDER CHECKLIST: 1. Please complete and sign the above Proof of Claim form. Attach or upload any documentation supporting your claim. 2. Keep a copy of your Proof of Claim form and supporting documentation for your records. 3. If you would also like an acknowledgment of receipt of your Proof of Claim form, please complete the form online or mail this form via Certified Mail, Return Receipt Requested. 4. If you move and/or your name changes, please send your new address and/or your new name or contact information to the Claims Administrator via the Settlement Website or U.S. Mail (the addresses are listed in the Notice).

Page 3 of 3

SUPERIOR COURT OF CALIFORNIA COUNTY OF SAN DIEGO

IN RE: CIPRO CASES I & II Judicial Council Coordination Proceeding Nos. 4154 & 4220 INSTRUCTIONS FOR SUBMITTING YOUR PROOF OF CLAIM In order to qualify to receive a payment from the Settlement with Bayer in Cipro Cases I & II, as described in the Notice of Settlement, you must file the attached Proof of Claim form either on paper or electronically on the Settlement website, and you may need to provide certain requested documentation to substantiate your claim. REQUIREMENTS FOR FILING THE ATTACHED PROOF OF CLAIM FORM Your Claim will be considered only if you meet the following conditions: 1. If you are a Class Member (i.e., health insurance company/HMO, self-insured employee health plan, selfinsured union health & welfare fund, etc.), you must accurately complete all required portions of the attached Proof of Claim form in Part 1, Section A COMPANY OR HEALTH PLAN CLASS MEMBER ONLY, in addition to the other information requested by this Claim Form. 2. You must sign the Proof of Claim form, which includes the Certification. If you submit the form electronically, your electronic signature and submission of the form will have the same force and effect as if you signed the form on paper. 3. By signing and submitting the Proof of Claim form, you are swearing under penalty of perjury that you paid or reimbursed for Cipro brand prescription ciprofloxacin in the State of California between January 8, 1997 and October 31, 2004, and that you did not resell the Cipro. 4. If you are an Authorized Agent of one or more Class Members, you must provide the information requested in Part 1, Section B AUTHORIZED AGENT ONLY, in addition to the other information requested by this Claim Form, as well as providing the capacity in which you are submitting the claim and proof of your authority to do so. In addition, if you are the Authorized Agent of a third-party payor such as a health insurance company, by signing and submitting the Proof of Claim form you certify that the Cipro for which that third-party payor paid or reimbursed was intended for consumption by or for your members, participants, employees or insureds. 5. You have two options for completing a Proof of Claim form: (A) You can mail the completed and signed Proof of Claim form and Certification by First-Class U.S. Mail, postage prepaid, postmarked no later than _________, 2014, to: Cipro Settlement c/o Rust Consulting, Inc. P.O.Box xxxx Faribault, MN 55021-xxxx OR (B) You can complete and submit the Proof of Claim form and Certification using the Claims Administrators Settlement Website, www.ciprosettlement.com. Upon completion of the online Proof of Claim form, you will receive an acknowledgment that your claim has been submitted. If you choose this option and file a claim electronically, your electronic signature and submission of the form will conform to the requirements of the Electronic Signatures Act, 15 U.S.C. 7001, et seq., and will have the same force and effect as if you signed the Proof of Claim form in hard copy. 6. Your failure to complete and submit the Proof of Claim form postmarked or filed online by _________, 2014, will prevent you from receiving any payment from this Settlement. Submission of this Proof of Claim form does not assure that you will share in the payments related to Cipro Cases I & II. If the Claims Administrator disputes a material fact concerning your Claim, you will have the right to present information in a dispute resolution process. For more information on this process, visit www.ciprosettlement.com.

CLAIM DOCUMENTATION INSTRUCTIONS You must provide all the information requested in Part II of the Claim Form. If you are claiming more than $300,000 in net purchase amounts, you must also provide data and information sufficient to show the total purchase amounts of Cipro that you are claiming. Your claimed purchase amounts of Cipro must be net of copays, deductibles, and co-insurance. It is mandatory that you provide the data for all categories listed below. 1. Unique patient identification number or code 2. NDC Number (a list of NDC Numbers is included with this Claim Form) e.g., 00000-0000-00 3. Fill Date or Date of Service e.g., 01/01/2007 4. Location (State) of Service e.g., CA 5. Amount Billed (not including dispensing fee) e.g., 40.00 6. Amount Paid by TPP net of co-pays, deductibles, and co-insurance e.g., 20.00 If you are submitting a Claim Form on behalf of multiple Class Members, also provide the following information for each prescription: 7. Plan or Group Name 8. Plan or Group FEIN provide group number for each transaction For your convenience, an exemplar spreadsheet containing these categories is attached at the end of this Claim Form. In addition, an Excel spreadsheet can be downloaded from the Settlement website, www.ciprosettlement. com. Please use this format if possible. A list of the NDCs that will be considered by the Claims Administrator is provided following the exemplar spreadsheet. If possible, please provide the electronic data in either Microsoft Excel format or ASCII flat file pipe | or tab delimited or fixed-width format. Please contact the Claims Administrator at 1-xxx-xxx-xxxx with any questions about the required claims data.

MUST BE POSTMARKED ON OR BEFORE XXXXXX, 2014

Superior Court of the State of California, County of San Diego

F O R O F F I C I A L U SE ONLY

CIPRO CASES I and II Judicial Council Coordination Proceedings Nos. 4154 and 4220

03

*barcode*
T H I R D - PA R T Y PAYOR PRO O F O F C LA IM A ND RELEASE
Please Type or Print Use blue or black ink only. ATTENTION: THIS FORM IS ONLY TO BE FILLED OUT ON BEHALF OF A THIRD-PARTY PAYOR NOT INDIVIDUAL CONSUMERS

Page 1 of 6

PART I CLAIMANT IDENTIFICATION: Complete:

SECTION A Only If You Are Filing As A Class Member For Your Companys Health Plan

OR

SECTION B Only If You Are An Authorized Agent Filing On Behalf Of One Or More Class Members

SECTION A CLASS MEMBER ONLY

Company or Health Plan Name

Contact Name

Mailing Address City Area Code Telephone Number Tax Identification Number Email Address State Area Code Fax Number

Floor/Suite

Zip Code

List other names by which your company or health plan has been known or other Federal Employer Identification Numbers (FEINs) it has used since January 8, 1997.

Check the term below that best describes your company/entity: Health Insurance Company/HMO Self-Insured Union Health & Welfare Fund Self-Insured Employee Health Plan Other (Explain):

*3984*

*CFW*

*RUST*

*barcode*
SECTION B AUTHORIZED AGENT ONLY
As an Authorized Agent, please check how your relationship with the Class Member(s) is best described: Third Party Administrator Pharmacy Benefits Manager Other (Explain):

Authorized Agents Firm Name

Contact Name

Mailing Address City Area Code Telephone Number Authorized Agents Tax Identification Number Email Address State Area Code Fax Number

Floor/Suite

Zip Code

Please list the name and FEIN of every Class Member (i.e., Company or Health Plan) for whom you have been duly authorized to submit this Claim Form (attach additional sheets to this Proof of Claim as necessary). Alternatively, you may submit the requested list of Class Member names and FEINs in an electronic format, such as Excel or a tab-delimited text file saved on a disk. CLASS MEMBERS NAME CLASS MEMBERS FEIN

Page 2 of 6

*barcode*
PART II AMOUNT CLAIMED
Please type or print in the box below, the total amount of the Class Members out-of-pocket expenditures for purchases or reimbursements of Cipro brand prescription ciprofloxacin in California between January 8, 1997 and October 31, 2004, inclusive. This total amount equals the amount the Class Member paid or reimbursed minus any discounts, rebates, samples and reimbursements received from or on behalf of Bayer. Please attach or upload documents supporting your claim with this form.
CIPRO BRAND PRESCRIPTION CIPROFLOXACIN Purchases or Reimbursements from January 8, 1997 to October 31, 2004, inclusive TOTAL AMOUNT PAID $

If you are a third-party payor Class member (such as an insurance company) and you dont have documentation of your Cipro purchases between January 8, 1997 and October 31, 2004, your claim (up to $300,000 in purchases) may be capped at 80% of the amount claimed. However, if you are claiming more than $300,000 in Cipro purchases between January 8, 1997 and October 31, 2004, you must submit claim documentation by attaching it, or your entire claim will be denied. Instructions on how to do so are found in the Claim Documentation Instructions on Page 2. If your total net claim is $300,000 or less, you need not provide complete claims data with this Claim Form, but the Claims Administrator may require supporting documentation.

PART III CERTIFICATION

I (We) have read and am (are) familiar with the contents of the Instructions accompanying this Claim Form. I (We) certify that the information I (We) have set forth in the above Proof of Claim and in any documents attached by me (us) are true, correct and complete to the best of my (our) knowledge. I (We) certify that I (we) or the Class Member(s) I (we) represent paid the total amount set forth above in out-of-pocket expenditures for purchases or reimbursements of Cipro brand prescription ciprofloxacin in California during the period January 8, 1997 to October 31, 2004, inclusive. I (We) further certify that I (we) or the Class Member(s) I (we) represent did not opt out of the certified Class in these Actions, and did not obtain the Cipro indicated on the Proof of Claim form above through the MediCal Prescription Drug Program. Nor did I (we) or the represented Class Member(s) purchase such Cipro for purposes of resale. In addition, I (we) have not (or the represented Class Member(s) has not) served as an officer, director, agent, or employee of Bayer Corporation, Bayer AG, or a corporate parent, subsidiary, affiliate, or other related entity thereof; or a judge or justice assigned to hear any aspect of this lawsuit. To the extent I (we) have been given authority to submit this Proof of Claim by a Class Member(s) on its behalf, and accordingly am submitting this Proof of Claim in the capacity of an Authorized Agent with authority to submit it by the Class Member(s) identified on a separate sheet of paper submitted with this form, and to the extent I (we) have been authorized to receive on behalf of this Class Member(s) any and all amounts that may be allocated to it from the Settlement Fund, I (we) certify that such authority has been properly vested in me (us) and that I (we) will fulfill all duties I (we) may owe the Class Member(s). In the event amounts from the Settlement Fund are distributed to me (us) and a Class Member(s) later claims that I (we) did not have the authority to claim and/or receive such amounts on its behalf, I (we) and/or my (our) employer will hold the Class, counsel for the Class, and the Settlement Administrator harmless with respect to any claims made by the Class Member(s). I (We) hereby submit to the jurisdiction of the Superior Court of the State of California, County of San Diego for all purposes connected with this Proof of Claim, including resolution of disputes relating to this Proof of Claim. I (We) acknowledge that any false information or representations contained herein may subject me (us) to sanctions, including the possibility of criminal prosecution. I (We) agree to supplement this Proof of Claim by furnishing documentary backup for the information provided herein, upon request of the Settlement Claims Administrator.

Page 3 of 6

*barcode*
I certify that the above information supplied by the undersigned is true and correct to the best of my knowledge and that this Proof of Claim form was executed this ______ day of ______________, 201___. Signature Position/Title Print Name Mail the completed Claim Form, along with any supporting documentation as described in Claim Documentation Instructions on page 2 above, postmarked on or before XXXX, 2014, to: Cipro Settlement c/o Rust Consulting, Inc. P.O.Box xxxx Faribault, MN 55021-xxxx Toll-Free Telephone: 1-877-xxx-xxxx Website: www.ciprosettlement.com Month/Day/Year

REMINDER CHECKLIST: 1. Please complete and sign the above Proof of Claim form. Attach or upload any documentation supporting your claim. 2. Keep a copy of your Proof of Claim form and supporting documentation for your records. 3. If you would also like an acknowledgment of receipt of your Proof of Claim form, please complete the form online or mail this form via Certified Mail, Return Receipt Requested. 4. If you move and/or your name changes, please send your new address and/or your new name or contact information to the Claims Administrator via the Settlement Website or U.S. Mail (the addresses are listed in the Notice).

Page 4 of 6

Cipro Cases I and II Settlement Cipro Payments from January 8, 1997 to October 31, 2004
Fill Date or Date of Service State of Service or Location of Service Amount Billed (not including dispensing fee) Amount Paid by TPP (net of co-pays, deductibles, and co-insurance) Plan or Group Name Plan or Group FEIN (Required if you are submitting (Required if you are submitting a Claim Form on behalf of a Claim Form on behalf of multiple Class Members) multiple Class Members)

*barcode*

Unique Patient ID

NDC Number

Page 5 of 6

INSERT NDCs List

Page 6 of 6

EXHIBIT E

PLAN OF ALLOCATION
THIS PLAN OF ALLOCATION1 sets forth the terms for the distribution of the Bayer Settlement Fund in Cipro Cases I and II, J.C.C.P. Nos. 4154 and 4220, pending in the Superior Court of California, County of San Diego (collectively, the Actions). 1. General Definitions. As used in this Plan of Allocation, the following terms

shall have the indicated meanings: a. Authorized Claimant means a Class member who submits a timely Proof of Claim that is accepted in whole or in part by the Claims Administrator. b. Cipro means ciprofloxacin hydrochloride formulations marketed and sold under the brand-name Cipro. c. Cipro Purchases means payments or reimbursements for all or part of the cost of Cipro prescribed and dispensed in California, including but not limited to the payment, partial payment, or reimbursement for Cipro purchases to any retail or mail order pharmacy, prescription benefit manager, or healthcare provider, or the payment of a co-insurance amount, deductible amount, or co-pay amount for Cipro pursuant to a co-insurance obligation, an insurance agreement, or other health care plan. Cipro Purchases do not include purchases of Cipro directly from Bayer, for resale purposes, or for which a Class member has been reimbursed. d. Claim Documentation means itemized receipts, cancelled checks, invoices, statements, or other business or transaction records documenting payment of out-of-pocket Cipro purchases during the claims period required for submission of a Proof of Claim to the Claims Administrator pursuant to the Settlement Agreement, this Plan of Allocation, and/or by order of the Court. e. Claims Period means January 8, 1997 to October 31, 2004. f. Claims Deadline means the date of March 31, 2014, by which all Proofs of

Unless otherwise specified herein, capitalized terms have the meanings provided in the Settlement Agreement dated June 7, 2013.

-1-

Claim must be submitted to be considered timely. g. Claims Administrator means the person or entity appointed by the Court, as set forth in the Settlement Agreement and/or this Plan of Allocation, to administer this Plan of Allocation by establishing claims processing protocols and procedures in conjunction with Plaintiffs Counsel, and by processing Proofs of Claim accordingly. h. Class means the Class as certified by the Court and defined in the Settlement Agreement. i. Class Counsel means Lieff, Cabraser, Heimann & Bernstein, LLP and Zwerling, Schachter & Zwerling, LLP, the law firms appointed by the Court pursuant to the Courts Order dated November 25, 2003, as modified on October 10, 2004. j. Consumer means any person falling within the definition of the Class who is a natural person. Consumers include living persons as well as the executors, heirs, administrators, trustees, or other authorized representatives of deceased persons. k. Court means the Superior Court of the State of California, County of San Diego. l. Defendant means Bayer Corporation, Bayer AG, and any respective predecessor entities and past or present parents, subsidiaries, divisions, affiliates, successors, and assigns. m. Effective Date has the meaning used in the Settlement Agreement. n. Escrow Agent means an entity designated by Plaintiffs Counsel to hold funds as referenced in the Settlement Agreement. o. Plaintiffs means Karyn McGaughey, Barbara Cohen, Deborah Patane, Donna Moore, IUOE Stationary Engineers Local 39 Health and Welfare Plan, and Sheet Metal Workers Health and Welfare Plan of Southern California, Arizona, and Nevada. p. Plaintiffs Counsel means Class Counsel and the Joseph Saveri Law Firm, Inc. q. Proof of Claim means the form that will be submitted to the Claims Administrator, either with or without Claim Documentation, for a dollar amount of unreimbursed out-of-pocket Cipro purchases during the Claims Period.
-2-

r. Settlement Fund or Bayer Settlement Fund means the escrow account held and administered by an escrow agent to be selected by Plaintiffs Counsel with consent of Bayer and approval of the Court, into which Bayers Payment of $74,000,000 shall be deposited pursuant to Paragraph 6.a. of the Settlement Agreement. s. Settlement Notice means the Notice Program prepared by Plaintiffs Counsel in conjunction with Claims Administrator or as otherwise ordered by the Court. t. Total Settlement Amount means $74,000.000. 2. follows: a. All costs of Settlement Notice and claims administration and attorneys fees, litigation expenses, and service awards approved by the Court shall be deducted from the Settlement Fund; and b. Following the deductions provided for in subparagraph 2.a., the remaining Settlement Fund will be allocated to Authorized Claimants as follows: after the Effective Date and all valid and timely received Proofs of Claim have been processed and Authorized Claimants identified, the Claims Administrator shall pay Settlement proceeds to Authorized Claimants according to the following formulae: (1) in the full amount claimed, all valid and timely Proofs of Claim accompanied by Claim Documentation, (2) at a rate of 80% of the full amount claimed, all otherwise valid and timely Proofs of Claim that lack Claim Documentation; or c. Following the deductions provided for in subparagraph 2.a., if the sum of all Settlement proceeds for valid and timely claims exceeds the amount remaining in the Settlement Fund, then payment of Settlement proceeds for all Proofs of Claim shall be proportionately reduced; or d. Following the deductions provided for in subparagraph 2.a., if the total value of all valid and timely claims is less than the amount remaining in the Settlement Fund, or if for any reason there exists an unclaimed remainder in the Settlement Fund after the Claims Administrator has paid all valid and timely claims, then the Claims Administrator may make a subsequent pro rata distribution, if practicable, to Authorized Claimants of all or any portion of
-3-

Allocation Among Class Members. The Settlement Fund shall be allocated as

the Settlement Fund using the same proportional formulae described in subparagraph 2.b.(1) & (2) above, provided however that in no event shall any Authorized Claimant receive a distribution of Settlement Fund proceeds in an amount greater than three times the total dollars spent on unreimbursed out-of-pocket Cipro expenses during the Claims Period; e. Regardless of the method of distribution utilized pursuant to the terms of this paragraph 2, the minimum distribution to each Authorized Claimant shall be $25; f. If funds remain in the Settlement Fund after the Claims Administrator has paid all valid and timely claims and a subsequent pro rata distribution of Settlement Funds would be impracticable, or would result in Authorized Claimants receiving distributions of Settlement Fund proceeds in amounts greater than three times their total dollars spent on unreimbursed outof-pocket Cipro expenses during the Claims Period, then the funds remaining in the Settlement Fund shall be distributed cy pres in a matter to be approved by the Court pursuant to a motion to be brought by Plaintiffs Counsel on behalf of Class Plaintiffs in accordance with California Code of Civil Procedure section 384. In no event shall funds remaining in the Settlement Fund revert to Bayer. 3. Processing and Review of Proof of Claims. The Claims Administrator will

review and process all submitted claims, under the supervision and guidance of Plaintiffs Counsel, as follows: a. The Claims Administrator will first determine whether a Proof of Claim is timely, properly computed, and signed. b. If the Claims Administrator reasonably determines that further information or documentation is required to properly process a claim, it will so notify the Claimant in writing (including e-mail). The notification will explain how the Claimant can cure the deficiency, and will provide a reasonable deadline (generally twenty-five days from the mailing date of the deficiency notification) for submitting a curing response to the Claims Administrator. If a Claimant fails to correct the deficiency within the time specified, the claim may be rejected in whole or in part. c. The Claims Administrator will classify claims as either Authorized or
-4-

Ineligible. The Claims Administrator will classify as Ineligible Claims those claims that it recommends for rejection and will identify the bases for such rejection. d. All Proofs of Claim submitted by non-Consumer claimants claiming unreimbursed out-of-pocket Cipro purchases of $300,000 or more during the Claims Period, require Claim Documentation. Absent such Claim Documentation, the Claims Administrator will deny claim amounts above that threshold. A Proof of Claim may be determined to require Claim Documentation by the Claims Administrator where the Claims Administrator disputes a material fact concerning the Proof of Claim. Absent Claim Documentation, the Claims Administrator may, in consultation with Plaintiffs Counsel, deny all or part of a claim, or cap payment of a claim at 80% of the amount claimed. 4. Disbursements Prior to Final Approval. Prior to the Settlements becoming

final, disbursements for the costs and expenses of Settlement Notice and administration may be made from the Class Settlement Fund as provided for in the Settlement Agreement. 5. Court Approval of Disbursements and Distributions. As set forth in the

Settlement Agreement, approval by the Court shall be required prior to any disbursement or distribution from the Settlement Fund, other than for any fees and expenses incurred to administer the Escrow Account, costs associated with the Settlement Notice and claims administration, and taxes due on any interest gained by the Settlement Fund. The Claims Administrator will submit monthly invoices to Plaintiffs Counsel detailing the work it has performed and the expenses incurred in the prior month in the course of administering the Settlement Fund. Plaintiffs Counsel will review such invoices, seek clarification or modification as needed, and submit invoices for reasonably necessary fees and expenses to the Escrow Agent with a written request that the invoices be paid from the Settlement Fund.

-5-

EXHIBIT F

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

Eric B. Fastiff (State Bar No. 199643) Brendan Glackin (State Bar No. 199643) Dean M. Harvey (State Bar No. 239458) Jordan Elias (State Bar No. 228731) LIEFF CABRASER HEIMANN & BERNSTEIN, LLP 275 Battery Street, 29th Floor San Francisco, CA 94111-3339 Telephone: (415) 956-1000 Facsimile: (415) 956-1008 Dan Drachler (pro hac vice) ZWERLING, SCHACHTER & ZWERLING, LLP 1904 Third Avenue, Suite 1030 Seattle, WA 98101 Telephone: (206) 223-2053 Facsimile: (206) 343-9636 Joseph R. Saveri (State Bar No. 130064) Lisa J. Leebove (State Bar No. 186705) Ryan J. McEwan (State Bar No. 285595) JOSEPH SAVERI LAW FIRM, INC. 505 Montgomery Street, Suite 625 San Francisco, CA 94111 Telephone: (415) 500-6800 Facsimile: (415) 395-9940 Plaintiffs Counsel 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 CLASS ACTION The Honorable Ronald L. Styn This document relates to: ALL ACTIONS PROOF OF SERVICE VIA LEXISNEXIS FILE AND SERVE
Date: August 9, 2013 Time: 2:30 p.m. Courtroom: Department 62

1121681.1

-1PROOF OF SERVICE VIA JUSTICELINK

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
1121681.1

SERVICE LIST Phillip A. Proger Kevin D. McDonald JONES DAY 51 Louisiana Avenue, N.W. Washington, D.C. 20001 Charles A. Bird Christopher J. Healey Todd R. Kinnear McKENNA LONG & ALDRIDGE LLP 600 West Broadway, Suite 2600 San Diego, CA 92101-3391 Peter B. Bensinger, Jr. BARTLIT BECK HERMAN PALENCHAR & SCOTT LLP Courthouse Place, 54 West Hubbard Street, Suite 300 Chicago, IL 60654 Joann F. Rezzo EDELSON & REZZO 402 West Broadway, Suite 2700 San Diego, CA 92101 David E. Everson Victoria L. Smith Heather S. Woodson STINSON MORRISON HECKER LLP 1201 Walnut, Suite 2900 Kansas City, MO 64106-2178 Karen N. Walker, P.C. Edwin John U Gregory L. Skidmore KIRKLAND & ELLIS LLP 655 Fifteenth Street, N.W. Washington, DC 20005 Kathryn E. Karcher 401 B Street, Suite 2450 San Diego, CA 92101 Attorneys for Defendant Bayer Corporation

Attorneys for Defendants Hoechst Marion Roussel, The Rugby Group, Inc., Barr Laboratories, Inc., and Watson Pharmaceuticals, Inc.

-3PROOF OF SERVICE VIA JUSTICELINK

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

Administrative Office of the Courts Attn.: Carlotta Tillman 455 Golden Gate Avenue, 6th Floor San Francisco, CA 94102

Judicial Council of California

1121681.1

-4PROOF OF SERVICE VIA JUSTICELINK