In Re: Cardinal Health, Inc. Derivative Litigation

District Court, S.D. Ohio·Decided April 15, 2021·No. 2:19-cv-02491·Unknown

Opinion

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO EASTERN DIVISION Case No. 2:19-cv-2491 IN RE CARDINAL HEALTH, INC. DERIVATIVE LITIGATION Judge Sarah D. Morrison

Magistrate Judge Elizabeth A. Preston Deavers

STIPULATED PROTECTIVE ORDER

Plaintiffs Melissa Cohen, Stanley M. Malone, and Michael Splaine (“Plaintiffs”) and Defendants David J. Anderson, Colleen F. Arnold, George S. Barrett, Carrie S. Cox, Calvin Darden, Bruce L. Downey, Patricia A. Hemingway Hall, Akhil Johri, Clayton M. Jones, Michael C. Kaufmann, Gregory B. Kenny, Nancy Killefer, David P. King, J. Michael Losh, and nominal defendant Cardinal Health, Inc. (collectively, “Defendants”; Plaintiffs and Defendants are collectively, “Parties,” and individually, a “Party”) agree that the following limitations and restrictions should apply to documents and information produced for inspection and copying during the course of this litigation (the “Action”). The Court hereby ORDERS that: 1. Use of Documents. All documents produced in this Action may only be used solely for the purpose of defending or prosecuting this Action. 2. Scope. This Protective Order (hereinafter “Protective Order” or “Order”) shall apply to all documents or other information produced in the course of discovery in this Action that the producing person or entity (the “Producing Entity”) has designated as “CONFIDENTIAL – SUBJECT TO PROTECTIVE ORDER” or “ATTORNEYS’ EYES ONLY – SUBJECT TO PROTECTIVE ORDER” (either a “Confidentiality Designation” or collectively the “Confidentiality Designations”) pursuant to this Order, including but not limited to, all initial disclosures, all responses to discovery requests, all deposition testimony and exhibits, and all materials (including documents or testimony) produced by third parties in response to subpoenas issued in connection with this matter, including all copies, excerpts, and summaries thereof (collectively the “Confidential Information”). If a Party serves a third party with a subpoena for documents or depositions testimony pursuant to this Action, that Party shall provide the third party with a copy of this Order. If the third party executes Exhibit A to this Order and thereby agrees to

be bound by its terms, the third party may then designate documents and deposition testimony as Confidential Information pursuant to the terms of this Order and rely on this Order as if it were a Party. No third party may receive or view information designated as “CONFIDENTIAL – SUBJECT TO PROTECTIVE ORDER” or “ATTORNEYS’ EYES ONLY – SUBJECT TO PROTECTIVE ORDER” pursuant to this Order unless the third party has executed Exhibit A to this Order, and thereby agreed to be bound by its terms. 3. Purpose. The purpose of this Protective Order is to protect against the unnecessary disclosure of Confidential Information. 4. Disclosure Defined. As used herein, “disclosure” or “to disclose” means to

divulge, reveal, describe, summarize, paraphrase, quote, transmit, or otherwise communicate Confidential Information, and the restrictions contained herein regarding disclosure of Confidential Information also apply with equal force to any copies, excerpts, analyses, or summaries of such materials or the information contained therein, as well as to any pleadings, briefs, exhibits, transcripts or other documents, which may be prepared in connection with this Action that contain or refer to the Confidential Information or information contained therein. 5. Designating Material. a. Designating Material As Confidential: Any Producing Entity may designate as Confidential and subject to this Protective Order any documents, testimony, written responses, or other materials produced in this case if they contain information that the Producing Entity asserts in good faith is protected from disclosure by statute or common law, including, but not limited to, confidential personal information; medical or psychiatric information; trade secrets; personnel records; research, design, development, financial, technical, marketing, planning, personal, or commercial information, as such

terms are used in the Federal Rules of Civil Procedure (“FRCP”) and any applicable case law interpreting FRCP 26(c)(1)(G); contracts; proprietary information; vendor agreements; claim/litigation information; and nonpublic policies and procedures shall be deemed Confidential, or such other sensitive commercial information that is not publicly available. Information that is publicly available may not be designated as Confidential. The designation of materials as Confidential pursuant to the terms of this Protective Order does not mean that the document or other material has any status or protection by statute or otherwise except to the extent and for the purposes of this Order. b. Designating Material As Attorneys’ Eyes Only. Any Producing Entity

may designate as Attorneys’ Eyes Only and subject to this Protective Order any materials or information that meet the test set forth in Paragraph 5.a, but as to which the Producing Entity also asserts in good faith that the information is so competitively sensitive that the receipt of the information by Parties to the Action could result in competitive harm to the Producing Entity. 6. Form and Timing Of Designation. a. Documents And Written Materials. The Producing Entity shall designate any document or other written materials as confidential pursuant to this Order by marking each page of the material with a stamp setting forth the Confidentiality Designation, if practical to do so. The person or entity designating the material shall place the stamp, to

the extent possible, in such a manner that it will not interfere with the legibility of the document. Materials shall be so-designated prior to, or at the time of, their production or disclosure. b. Electronically Stored Information (“ESI”): If a production response includes ESI, the Producing Entity shall make an effort to include within the electronic load files themselves the Confidentiality Designation to the extent practicable. If that is not practicable, then the Producing Entity shall designate in a transmittal letter or email to the Party to whom the materials are produced (the “Receiving Party”) using a reasonable identifier (e.g., the Bates range) any portions of the ESI that should be treated as

“CONFIDENTIAL – SUBJECT TO PROTECTIVE ORDER,” and any portions of the ESI that should be treated as “ATTORNEYS’ EYES ONLY – SUBJECT TO PROTECTIVE ORDER.” c. Deposition Testimony. Deposition testimony will be deemed Confidential or Attorneys’ Eyes Only if designated as such when the deposition is taken or within 30 days after receipt of the deposition transcript. Such designation must indicate which Confidentiality Designation applies, and must be specific as to the portions of the transcript and/or any exhibits to which that Confidentiality Designation applies, except that any exhibit that was marked with a Confidentiality Designation at the time of production, shall be presumed to fall within the provisions of this Order without further designation. 7. Limitation Of Use. a. General Protections. All information that has received a Confidentiality Designation, including all information derived therefrom, shall be used by any Receiving

Party solely for purposes of prosecuting or defending this Action. A Receiving Party shall not use or disclose the Confidential Information for any other purpose, including but not limited to any business, commercial, or competitive purpose. Except as set forth in this Order, a Receiving Party shall not disclose Confidential Information to any third party.

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In Re: Cardinal Health, Inc. Derivative Litigation, (S.D. Ohio 2021).

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