OptumRX Inc. v. A & S Drugs LLC

• Court: District Court, C.D. California
• Decided: July 6, 2022
• Docket: 8:22-cv-00468
• Status: Unknown

Opinion

Case 8:22-cv-00468-FLA-JDE Document 53 Filed 07/06/22 Page 1 of 19 Page ID #:5461

1 2 3 4 5 6 7 UNITED STATES DISTRICT COURT 8

9 CENTRAL DISTRICT OF CALIFORNIA

10 SOUTHERN DIVISION 11

OPTUMRX, INC., as successor by CASE NO. 8:22-cv-00468-FLA (JDEx) 12 merger to Catamaran Corporation, and OPTUMRX, INC. in its own right, STIPULATED PROTECTIVE ORDER 13 Petitioner, Judge: Hon. Fernando L. Aenlle-Rocha 14 v. 15 Lead Case No. 8:22-cv-00468-FLA A&S DRUGS LLC, et al., (JDEx) 16 Respondents. 17 [Discovery Document: Referred to Magistrate Judge John D. Early] 18

19 Based on the parties’ Stipulation, and for good cause shown, the Court finds and 20 orders as follows. 21 / / / 22 / / / 23 / / / 24 / / / 25 / / / 26 / / / 27 / / / 28 Case 8:22-cv-00468-FLA-JDE Document 53 Filed 07/06/22 Page 2 of 19 Page ID #:5462

1 1. A. PURPOSES AND LIMITATIONS 2 Discovery in this action is likely to involve production of confidential, 3 proprietary, or private information for which special protection from public disclosure 4 and from use for any purpose other than prosecuting this litigation may be warranted. 5 Accordingly, the parties hereby stipulate to and petition the Court to enter the 6 following Stipulated Protective Order. The parties acknowledge that this Order does 7 not confer blanket protections on all disclosures or responses to discovery and that the 8 protection it affords from public disclosure and use extends only to the limited 9 information or items that are entitled to confidential treatment under the applicable 10 legal principles. The parties further acknowledge, as set forth in Section 12.3, below, 11 that this Stipulated Protective Order does not entitle them to file confidential 12 information under seal; Civil Local Rule 79-5 sets forth the procedures that must be 13 followed and the standards that will be applied when a party seeks permission from the 14 court to file material under seal. 15 B. GOOD CAUSE STATEMENT 16 The parties acknowledge that information produced in discovery, regardless of 17 its designation under this Order, may contain personal and health information subject 18 to the protections of, inter alia, the Health Insurance Portability and Accountability 19 Act of 1996, the applicable requirements of the Standards for Privacy of Individually 20 Identifiable Health Information and its implementing regulations issued by the U.S. 21 Department of Health and Human Services (45 C.F.R. Parts 160-64; HIPAA Privacy 22 Regulations), and California Civil Code §§ 56 et seq., and 1798.82 et seq. (“Privacy 23 Laws”), which protect the confidentiality of individually-identifiable personal and 24 health information. Discovery may also involve trade secrets, customer and pricing 25 lists and other valuable research, development, commercial, financial, technical and/or 26 proprietary information for which special protection from public disclosure and from 27 use for any purpose other than prosecution of this action is warranted. 28 2 Case 8:22-cv-00468-FLA-JDE Document 53 Filed 07/06/22 Page 3 of 19 Page ID #:5463

1 Accordingly, to expedite the flow of information, to facilitate the prompt 2 resolution of disputes over confidentiality of discovery materials, to adequately protect 3 information the parties are entitled or required to keep confidential, to ensure that the 4 parties are permitted reasonable necessary uses of such material in preparation for and 5 in the conduct of trial, to address their handling at the end of the litigation, and to serve 6 the ends of justice, a protective order for such information is justified in this matter. It 7 is the intent of the parties that information will not be designated as confidential for 8 tactical reasons and that nothing be so designated without a good faith belief that it has 9 been maintained in a confidential, non-public manner, and there is good cause why it 10 should not be part of the public record of this case. 11 C. ACKNOWLEDGMENT OF UNDER SEAL FILING 12 The parties further acknowledge, as set forth in Section 12.3, below, that this 13 Stipulated Protective Order does not entitle them to file confidential information under 14 seal; Local Civil Rule 79-5 sets forth the procedures that must be followed and the 15 standards that will be applied when a party seeks permission from the court to file 16 material under seal. There is a strong presumption that the public has a right of access 17 to judicial proceedings and records in civil cases. In connection with non-dispositive 18 motions, good cause must be shown to support a filing under seal. See Kamakana v. 19 City and County of Honolulu, 447 F.3d 1172, 1176 (9th Cir. 2006), Phillips v. Gen. 20 Motors Corp., 307 F.3d 1206, 1210-11 (9th Cir. 2002), Makar-Welbon v. Sony 21 Electrics, Inc., 187 F.R.D. 576, 577 (E.D. Wis. 1999) (even stipulated protective 22 orders require good cause showing), and a specific showing of good cause or 23 compelling reasons with proper evidentiary support and legal justification, must be 24 made with respect to Protected Material that a party seeks to file under seal. The 25 parties’ mere designation of Disclosure or Discovery Material as CONFIDENTIAL 26 does not— without the submission of competent evidence by declaration, establishing 27 that the material sought to be filed under seal qualifies as confidential, privileged, or 28 otherwise protectable—constitute good cause. 3 Case 8:22-cv-00468-FLA-JDE Document 53 Filed 07/06/22 Page 4 of 19 Page ID #:5464

1 Further, if a party requests sealing related to a dispositive motion or trial, then 2 compelling reasons, not only good cause, for the sealing must be shown, and the relief 3 sought shall be narrowly tailored to serve the specific interest to be protected. See 4 Pintos v. Pacific Creditors Ass’n., 605 F.3d 665, 677-79 (9th Cir. 2010). For each item 5 or type of information, document, or thing sought to be filed or introduced under seal, 6 the party seeking protection must articulate compelling reasons, supported by specific 7 facts and legal justification, for the requested sealing order. Again, competent evidence 8 supporting the application to file documents under seal must be provided by 9 declaration. 10 Any document that is not confidential, privileged, or otherwise protectable in its 11 entirety will not be filed under seal if the confidential portions can be redacted. If 12 documents can be redacted, then a redacted version for public viewing, omitting only 13 the confidential, privileged, or otherwise protectable portions of the document, shall be 14 filed. Any application that seeks to file documents under seal in their entirety should 15 include an explanation of why redaction is not feasible. 16 2. DEFINITIONS 17 2.1 Action: this pending federal law suit, OptumRx, Inc. v. A&S Drugs LLC, 18 et al., Central District Case No. 8:22-cv-00468-FLA-JDE. 19 2.2 Challenging Party: a Party or Non-Party that challenges the designation of 20 information or items under this Order. 21 2.3 “Confidential Materials”: information (regardless of how it is generated, 22 stored or maintained) or tangible things that qualify for protection under Federal Rule 23 of Civil Procedure 26(c), and as specified above in the Good Cause Statement. 24 2.4 “CONFIDENTIAL- ATTORNEYS’ EYES ONLY” information means 25 Confidential Materials that falls within one or more of the following categories: 26 a. Trade secrets information, including a formula, pattern, compilation, 27 program, device, method, technique, process, financial data, or list of actual or 28 potential customers or suppliers, that derives independent economic value, actual or 4 Case 8:22-cv-00468-FLA-JDE Document 53 Filed 07/06/22 Page 5 of 19 Page ID #:5465

1 potential, from not being generally known to, and not being readily ascertainable by 2 proper means by, other persons who can obtain economic value from its disclosure or 3 use; 4 b. Highly sensitive financial, commercial, and marketing information 5 relating to the parties’ respective products and/or business activities, including without 6 limitation, contracts and fee schedules with participating providers and analyses 7 reflecting average rates of reimbursement for procedures, and information or analyses 8 reflecting methods used to determine Maximum Reimbursable Charges or Usual and 9 Customary Charges; 10 2.5 “CONFIDENTIAL” information means all other Confidential Materials 11 that do not constitute CONFIDENTIAL- ATTORNEYS’ EYES ONLY information, 12 including but not limited to: 13 a. Research and development information; 14 b. Information prohibited from disclosure by statute, including the Privacy 15 Laws; 16 c. Medical information concerning any individual; 17 d. Personal identity information; 18 e. Income tax returns (including attached schedules and forms, W-2 forms 19 and 1099 forms; or 20 f. Personnel or employment records of a person who is not a party to the 21 case. 22 2.6 Counsel (without qualifier): Outside Counsel of Record and House 23 Counsel (as well as their support staff). 24 2.7 Designating Party: a Party or Non-Party that designates information or 25 items that it produces in disclosures or in responses to discovery as 26 “CONFIDENTIAL” OR “CONFIDENTIAL-ATTORNEYS’ EYES ONLY.” 27 2.8 Disclosure or Discovery Material: all items or information, regardless of 28 the medium or manner in which it is generated, stored, or maintained (including, 5 Case 8:22-cv-00468-FLA-JDE Document 53 Filed 07/06/22 Page 6 of 19 Page ID #:5466

1 among other things, testimony, transcripts, and tangible things), that are produced or 2 generated in disclosures or responses to discovery in this matter. 3 2.9 Expert: a person with specialized knowledge or experience in a matter 4 pertinent to the litigation who has been retained by a Party or its counsel to serve as an 5 expert witness or as a consultant in this Action. 6 2.10 House Counsel: attorneys who are employees of a party to this Action (or 7 corporate parent or relevant affiliate) and who have responsibilities related to this 8 Action, as well as paralegals, case assistants, and others acting on behalf of attorneys 9 of a party to this Action to whom it is reasonably necessary to disclose the information 10 for this Action. House Counsel does not include Outside Counsel of Record or any 11 other outside counsel. 12 2.11 Non-Party: any natural person, partnership, corporation, association, or 13 other legal entity not named as a Party to this action. 14 2.12 Outside Counsel of Record: attorneys who are not employees of a party to 15 this Action but are retained to represent or advise a party to this Action and have 16 appeared in this Action on behalf of that party or are affiliated with a law firm which 17 has appeared on behalf of that party, and includes support staff. 18 2.31 Party: any party to this Action, including all of its officers, directors, 19 employees, consultants, retained experts, and Outside Counsel of Record (and their 20 support staffs). 21 2.14 Producing Party: a Party or Non-Party that produces Disclosure or 22 Discovery Material in this Action. 23 2.15 Professional Vendors: persons or entities that provide litigation support 24 services (e.g., photocopying, videotaping, translating, preparing exhibits or 25 demonstrations, and organizing, storing, or retrieving data in any form or medium) and 26 their employees and subcontractors. 27 28 6 Case 8:22-cv-00468-FLA-JDE Document 53 Filed 07/06/22 Page 7 of 19 Page ID #:5467

1 2.16 Protected Material: any Disclosure or Discovery Material that is 2 designated as “CONFIDENTIAL” OR “CONFIDENTIAL ATTORNEYS’ EYES 3 ONLY.” 4 2.17 Receiving Party: a Party that receives Disclosure or Discovery Material 5 from a Producing Party. 6 3. SCOPE 7 The protections conferred by this Stipulation and Order cover not only Protected 8 Material (as defined above), but also (1) any information copied or extracted from 9 Protected Material; (2) all copies, excerpts, summaries, or compilations of Protected 10 Material; and (3) any testimony, conversations, or presentations by Parties or their 11 Counsel that might reveal Protected Material. However, the protections conferred by 12 this Stipulation and Order do not cover the following information: (a) any information 13 that is in the public domain at the time of disclosure to a Receiving Party or becomes 14 part of the public domain after its disclosure to a Receiving Party as a result of 15 publication not involving a violation of this Order, including becoming part of the 16 public record through trial or otherwise; and (b) any information known to the 17 Receiving Party prior to the disclosure or obtained by the Receiving Party after the 18 disclosure from a source who obtained the information lawfully and under no 19 obligation of confidentiality to the Designating Party. In addition, this Order shall not 20 limit a Party or Non-Party’s ability to use its own Protected Material for any purpose. 21 Any use of Protected Material at trial shall be governed by the orders of the trial judge. 22 This Order does not govern the use of Protected Material at trial. 23 4. DURATION 24 Even after final disposition of this litigation, the confidentiality obligations 25 imposed by this Order shall remain in effect until a Designating Party agrees otherwise 26 in writing or a court order otherwise directs. Final disposition shall be deemed to be 27 the later of (1) dismissal of all claims and defenses in this Action, with or without 28 prejudice; and (2) final judgment herein after the completion and exhaustion of all 7 Case 8:22-cv-00468-FLA-JDE Document 53 Filed 07/06/22 Page 8 of 19 Page ID #:5468

1 appeals, rehearings, remands, trials, or reviews of this Action, including the time limits 2 for filing any motions or applications for extension of time pursuant to applicable law. 3 5. DESIGNATING PROTECTED MATERIAL 4 5.1 Exercise of Restraint and Care in Designating Material for Protection. 5 Each Party or Non-Party that designates information or items for protection under this 6 Order must take care to limit any such designation to specific material that qualifies 7 under the appropriate standards. The Designating Party must designate for protection 8 only those parts of material, documents, items, or oral or written communications that 9 qualify so that other portions of the material, documents, items, or communications for 10 which protection is not warranted are not swept unjustifiably within the ambit of this 11 Order. 12 However, where it is administratively unfeasible or unduly burdensome to 13 designate only portions of material, documents, items, or communications that contain 14 confidential information, the parties may agree to allow wholesale designation to 15 facilitate production, with an agreement to allow for later limited designation as may 16 be appropriate or necessary depending on the overall relevance/importance of the 17 information produced. Mass, indiscriminate, or routinized designations are otherwise 18 prohibited. Designations that are shown to be clearly unjustified or that have been 19 made for an improper purpose (e.g., to unnecessarily encumber the case development 20 process or to impose unnecessary expenses and burdens on other parties) may expose 21 the Designating Party to sanctions. 22 If it comes to a Designating Party’s attention that information or items that it 23 designated for protection do not qualify for protection, that Designating Party must 24 promptly notify all other Parties that it is withdrawing the inapplicable designation. 25 5.2 Manner and Timing of Designations. Except as otherwise provided in this 26 Order (see, e.g., second paragraph of section 5.2(a) below), or as otherwise stipulated 27 or ordered, Disclosure or Discovery Material that qualifies for protection under this 28 Order must be clearly so designated before the material is disclosed or produced. 8 Case 8:22-cv-00468-FLA-JDE Document 53 Filed 07/06/22 Page 9 of 19 Page ID #:5469

1 Designation in conformity with this Order requires: 2 (a) for information in documentary form (e.g., paper or electronic documents, 3 but excluding transcripts of depositions or other pretrial or trial proceedings), that the 4 Producing Party affix at a minimum, the legend “CONFIDENTIAL” OR 5 “CONFIDENTIAL-ATTORNEY’S EYES ONLY” (hereinafter 6 “CONFIDENTIALITY LEGEND”), to each page that contains protected material. If 7 only a portion or portions of the material on a page qualifies for protection, the 8 Producing Party also must clearly identify the protected portion(s) (e.g., by making 9 appropriate markings in the margins). 10 A Party or Non-Party that makes original documents available for inspection 11 need not designate them for protection until after the inspecting Party has indicated 12 which documents it would like copied and produced. During the inspection and before 13 the designation, all of the material made available for inspection shall be deemed 14 “CONFIDENTIAL” or “CONFIDENTIAL-ATTORNEYS’ EYES ONLY.” After the 15 inspecting Party has identified the documents it wants copied and produced, the 16 Producing Party must determine which documents, or portions thereof, qualify for 17 protection under this Order. Then, before producing the specified documents, the 18 Producing Party must affix the “CONFIDENTIALITY LEGEND” to each page that 19 contains Protected Material. If only a portion or portions of the material on a page 20 qualifies for protection, the Producing Party also must clearly identify the protected 21 portion(s) (e.g., by making appropriate markings in the margins). 22 (b) for testimony given in depositions that the Designating Party identify the 23 Disclosure or Discovery Material on the record, either before the close of the 24 deposition all protected testimony or within 30 days following receipt of the deposition 25 transcript. 26 (c) for testimony or argument given in pretrial or other proceedings, that the 27 Designating Party identify, by the close of the hearing, any portion of such hearing or 28 other proceeding involving protected testimony. 9 Case 8:22-cv-00468-FLA-JDE Document 53 Filed 07/06/22 Page 10 of 19 Page ID #:5470

1 (d) for information produced in some form other than documentary and for 2 any other tangible items, that the Producing Party affix in a prominent place on the 3 exterior of the container or containers in which the information is stored the legend 4 “CONFIDENTIAL” or “CONFIDENTIAL-ATTORNEYS’ EYES ONLY.” If only a 5 portion or portions of the information warrants protection, the Producing Party, to the 6 extent practicable, shall identify the protected portion(s). 7 5.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent 8 failure to designate qualified information or items does not, standing alone, waive the 9 Designating Party’s right to secure protection under this Order for such material. Upon 10 timely correction of a designation within 5 days of discovering the inadvertent failure 11 to designate qualified information, the Receiving Party must make reasonable efforts 12 to assure that the material is treated in accordance with the provisions of this Order. 13 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS 14 6.1 Objecting to Designation: In the event that a Party, or their Counsel, 15 receiving Confidential Materials in discovery designated as “CONFIDENTIAL” or 16 “CONFIDENTIAL-ATTORNEYS’ EYES ONLY” objects to such designation 17 (“Challenging Party”) with respect to any or all of such items, said counsel shall advise 18 counsel for the Designating Party, in writing, of such objections, the specific 19 Confidential Materials to which each objection pertains, and the specific reasons and 20 support for such objections (the “Designation Objections”). 21 6.2 Response to Designation Objections. Counsel for the Designating Party 22 shall have thirty (30) days from receipt of the written Designation Objections to either 23 (a) agree in writing to de-designate Documents, Testimony or Information pursuant to 24 any or all of the Designation Objections and/or (b) file a motion with the Court seeking 25 to uphold any or all designations on Documents, Testimony or Information addressed 26 by the Designation Objections (the “Designation Motion”). In the event that the 27 Designation Objections are neither timely agreed to nor timely addressed in the 28 10 Case 8:22-cv-00468-FLA-JDE Document 53 Filed 07/06/22 Page 11 of 19 Page ID #:5471

1 Designation Motion, then such Documents, Testimony or Information shall be de- 2 designated in accordance with the Designation Objection applicable to such material. 3 6.3 Meet and Confer. Prior to filing a Designation Motion, the Designating 4 Party shall initiate the dispute resolution process under Local Rule 37-1 et seq. Any 5 Designation Motion shall be submitted via a joint stipulation under Local Rule 37-2 6 and is subject to any timing limitations set forth in the operative Scheduling Order. 7 6.3 The burden of persuasion in any such challenge proceeding shall be on the 8 Designating Party. Frivolous challenges, and those made for an improper purpose (e.g., 9 to harass or impose unnecessary expenses and burdens on other parties) may expose 10 the Challenging Party to sanctions. Unless the Designating Party has waived or 11 withdrawn the confidentiality designation, all parties shall continue to afford the 12 material in question the level of protection to which it is entitled under the Producing 13 Party’s designation until the Court rules on the challenge. 14 7. ACCESS TO AND USE OF PROTECTED MATERIAL 15 7.1 Basic Principles. A Receiving Party may use Protected Material that is 16 disclosed or produced by another Party or by a Non-Party in connection with this 17 Action only for prosecuting, defending, or attempting to settle this Action. Such 18 Protected Material may be disclosed only to the categories of persons and under the 19 conditions described in this Order. When the Action has been terminated, a Receiving 20 Party must comply with the provisions of section 13 below (FINAL DISPOSITION). 21 Protected Material must be stored and maintained by a Receiving Party at a 22 location and in a secure manner that ensures that access is limited to the persons 23 authorized under this Order. 24 7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless otherwise 25 ordered by the court or permitted in writing by the Designating Party, a Receiving 26 Party may disclose any information or item designated “CONFIDENTIAL” only to: 27 28 11 Case 8:22-cv-00468-FLA-JDE Document 53 Filed 07/06/22 Page 12 of 19 Page ID #:5472

1 (a) the Receiving Party’s Outside Counsel of Record in this Action, as well as 2 employees of said Outside Counsel of Record to whom it is reasonably necessary to 3 disclose the information for this Action; 4 (b) the officers, directors, and employees (including House Counsel) of the 5 Receiving Party to whom disclosure is reasonably necessary for this Action; 6 (c) Experts (as defined in this Order) of the Receiving Party to whom 7 disclosure is reasonably necessary for this Action and who have signed the 8 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 9 (d) the court and its personnel; 10 (e) court reporters and their staff; 11 (f) professional jury or trial consultants, mock jurors, and Professional 12 Vendors to whom disclosure is reasonably necessary for this Action and who have 13 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 14 (g) the author or recipient of a document containing the information or a 15 custodian or other person who otherwise possessed or knew the information. In 16 addition, if such person is not employed by a Party, he or she needs to have signed the 17 “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise agreed 18 by the Designating Party or ordered by the court; 19 (h) during their depositions, witnesses, and attorneys for witnesses, in the 20 Action to whom disclosure is reasonably necessary provided: (1) the deposing party 21 requests that the witness sign the form attached as Exhibit 1 hereto; and (2) they will 22 not be permitted to keep any confidential information unless they sign the 23 “Acknowledgment and Agreement to Be Bound” (Exhibit A), unless otherwise agreed 24 by the Designating Party or ordered by the court. Pages of transcribed deposition 25 testimony or exhibits to depositions that reveal Protected Material may be separately 26 bound by the court reporter and may not be disclosed to anyone except as permitted 27 under this Stipulated Protective Order; and 28 12 Case 8:22-cv-00468-FLA-JDE Document 53 Filed 07/06/22 Page 13 of 19 Page ID #:5473

1 (i) any mediator or settlement officer, and their supporting personnel, 2 mutually agreed upon by any of the parties engaged in settlement discussions; 3 (j) any other person that the Designating Party agrees to in writing; 4 (k) any person designated by the Court in the interest of justice, upon such 5 terms as the Court may deem proper. 6 7.3 Disclosure of “CONFIDENTIAL ATTORNEYS’ EYES ONLY” 7 Information or Items: Unless otherwise ordered by the court or permitted in writing by 8 the Designating Party, a Receiving Party may only disclose any information or item 9 designated “CONFIDENTIAL-ATTORNEYS’ EYES ONLY” to: 10 a. the court and its personnel; 11 b. the Receiving Party’s Outside Counsel of Record in this Action, as well as 12 employees of said Outside Counsel of Record to whom it is reasonably necessary to 13 disclose the information for this Action; 14 c. the Receiving Party’s House Counsel; 15 d. Experts (as defined in this Order) of the Receiving Party to whom 16 disclosure is reasonably necessary for this Action and who have signed the 17 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 18 e. any person designated by the Court in the interest of justice, upon such 19 terms as the Court may deem proper; 20 f. court reporters and their staff; and 21 g. any mediator or settlement officer, and their supporting personnel, 22 mutually agreed upon by any of the parties engaged in settlement discussions. 23 8. PROTECTED MATERIAL SUBPOENAED OR ORDERED PRODUCED IN 24 OTHER LITIGATION 25 If a Party is served with a subpoena or a court order issued in other litigation that 26 compels disclosure of any information or items designated in this Action as 27 “CONFIDENTIAL” or “CONFIDENTIAL-ATTORNEYS’ EYES ONLY” that Party 28 must: 13 Case 8:22-cv-00468-FLA-JDE Document 53 Filed 07/06/22 Page 14 of 19 Page ID #:5474

1 (a) promptly notify in writing the Designating Party. Such notification shall 2 include a copy of the subpoena or court order; 3 (b) promptly, within five (5) days, notify in writing the party who caused the 4 subpoena or order to issue in the other litigation that some or all of the material 5 covered by the subpoena or order is subject to this Protective Order. Such notification 6 shall include a copy of this Stipulated Protective Order; and 7 (c) cooperate with respect to all reasonable procedures sought to be pursued 8 by the Designating Party whose Protected Material may be affected. 9 If the Designating Party timely seeks a protective order, the Party served with 10 the subpoena or court order shall not produce any information designated in this action 11 as “CONFIDENTIAL” or “CONFIDENTIAL-ATTORNEYS’ EYES ONLY” before a 12 determination by the court from which the subpoena or order issued, unless the Party 13 has obtained the Designating Party’s permission. The Designating Party shall bear the 14 burden and expense of seeking protection in that court of its confidential material and 15 nothing in these provisions should be construed as authorizing or encouraging a 16 Receiving Party in this Action to disobey a lawful directive from another court. 17 9. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE PRODUCED 18 IN THIS LITIGATION 19 (a) The terms of this Order are applicable to information produced by a Non- 20 Party in this Action and designated as “CONFIDENTIAL” or “CONFIDENTIAL- 21 ATTORNEYS’ EYES ONLY.” Such information produced by Non-Parties in 22 connection with this litigation is protected by the remedies and relief provided by this 23 Order. Nothing in these provisions should be construed as prohibiting a Non-Party 24 from seeking additional protections. 25 (b) In the event that a Party is required, by a valid discovery request, to 26 produce a Non-Party’s confidential information in its possession, and the Party is 27 subject to an agreement with the Non-Party not to produce the Non-Party’s 28 confidential information, then the Party shall: 14 Case 8:22-cv-00468-FLA-JDE Document 53 Filed 07/06/22 Page 15 of 19 Page ID #:5475

1 (1) promptly notify in writing the Requesting Party and the Non-Party 2 that 3 some or all of the information requested is subject to a confidentiality agreement with 4 a Non-Party; 5 (2) promptly provide the Non-Party with a copy of the Stipulated 6 Protective 7 Order in this Action, the relevant discovery request(s), and a reasonably specific 8 description of the information requested; and 9 (3) make the information requested available for inspection by the 10 Non-Party, 11 if requested. 12 (c) If the Non-Party fails to object or seek a protective order from this court 13 within 14 days of receiving the notice and accompanying information, the Receiving 14 Party may produce the Non-Party’s confidential information responsive to the 15 discovery request. If the Non-Party timely seeks a protective order, the Receiving 16 Party shall not produce any information in its possession or control that is subject to 17 the confidentiality agreement with the Non-Party before a determination by the court. 18 Absent a court order to the contrary, the Non-Party shall bear the burden and expense 19 of seeking protection in this court of its Protected Material. 20 10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 21 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 22 Protected Material to any person or in any circumstance not authorized under this 23 Stipulated Protective Order, the Receiving Party must immediately (a) notify in writing 24 the Designating Party of the unauthorized disclosures, (b) use its best efforts to retrieve 25 all unauthorized copies of the Protected Material, (c) inform the person or persons to 26 whom unauthorized disclosures were made of all the terms of this Order, and (d) 27 request such person or persons to execute the “Acknowledgment and Agreement to Be 28 Bound” that is attached hereto as Exhibit A. 15 Case 8:22-cv-00468-FLA-JDE Document 53 Filed 07/06/22 Page 16 of 19 Page ID #:5476

1 11. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE 2 PROTECTED MATERIAL 3 When a Producing Party gives notice to Receiving Parties that certain 4 inadvertently produced material is subject to a claim of privilege or other protection, 5 the obligations of the Receiving Parties are those set forth in Federal Rule of Civil 6 Procedure 26(b)(5)(B). This provision is not intended to modify whatever procedure 7 may be established in an e-discovery order that provides for production without prior 8 privilege review. Pursuant to Federal Rule of Evidence 502(d) and (e), insofar as the 9 parties reach an agreement on the effect of disclosure of a communication or 10 information covered by the attorney-client privilege or work product protection, the 11 parties may incorporate their agreement in the stipulated protective order submitted to 12 the court. 13 12. MISCELLANEOUS 14 12.1 Right to Further Relief. Nothing in this Order abridges the right of any 15 person to seek its modification by the Court in the future. 16 12.2 Right to Assert Other Objections. By stipulating to the entry of this 17 Protective Order no Party waives any right it otherwise would have to object to 18 disclosing or producing any information or item on any ground not addressed in this 19 Stipulated Protective Order. Similarly, no Party waives any right to object on any 20 ground to use in evidence of any of the material covered by this Protective Order. 21 12.3 Filing Protected Material. A Party that seeks to file under seal any 22 Protected Material must comply with Civil Local Rule 79-5. Protected Material may 23 only be filed under seal pursuant to a court order authorizing the sealing of the specific 24 Protected Material at issue. If a Party’s request to file Protected Material under seal is 25 denied by the court, then the Receiving Party may file the information in the public 26 record unless otherwise instructed by the court. 27 12.4 Use of Protected Material at Trial: The Parties shall meet and confer 28 regarding the procedures for use of Protected Materials at trial and shall move the 16 Case 8:22-cv-00468-FLA-JDE Document 53 Filed 07/06/22 Page 17 of 19 Page ID #:5477

1 Court for entry of an appropriate order. The use of designated materials at trial shall be 2 governed by the orders of the trial judge. 3 12.5 Counsel bound by Protective Order: Counsel agree to be bound by the 4 terms set forth herein with regard to any Protective Materials that have been produced 5 before the Court signs this Stipulation and Protective Order. 6 12.6 New Parties: Any new party to the Action who has not executed this 7 Stipulation and Protective Order as of the time it is presented to the Court for signature 8 may thereafter become a Party to this Stipulation and Protective Order by its Counsel’s 9 signing and dating a copy of Exhibit A attached hereto, and filing the same with the 10 Court, and serving copies of such signed and dated copy upon the other Parties to this 11 Stipulation and Protective Order. 12 12.7 Right to Extend Deadlines: Nothing in this Order prevents the Parties 13 from modifying the deadlines contained herein as needed to avoid unnecessary 14 motions or disputes or for other reasons to promote efficient litigation of the Action 15 provided the modification does not affect the Court’s schedule. 16 13. FINAL DISPOSITION 17 After the final disposition of this Action, as defined in paragraph 4, within 60 18 days of a written request by the Designating Party, each Receiving Party must return 19 all Protected Material to the Producing Party or destroy such material. As used in this 20 subdivision, “all Protected Material” includes all copies, abstracts, compilations, 21 summaries, and any other format reproducing or capturing any of the Protected 22 Material. Whether the Protected Material is returned or destroyed, the Receiving Party 23 must submit a written certification to the Producing Party (and, if not the same person 24 or entity, to the Designating Party) by the 60 day deadline that (1) identifies (by 25 category, where appropriate) all the Protected Material that was returned or destroyed 26 and (2) affirms that the Receiving Party has not retained any copies, abstracts, 27 compilations, summaries or any other format reproducing or capturing any of the 28 Protected Material. Notwithstanding this provision, Counsel are entitled to retain an 17 Case 8:22-cv-00468-FLA-JDE Document 53 Filed 07/06/22 Page 18o0f19 Page #:5478

1 |) archival copy of all pleadings, motion papers, trial, deposition, and hearing transcripts, 2 || legal memoranda, correspondence, deposition and trial exhibits, expert reports, 3 || attorney work product, and consultant and expert work product, even if such materials 4 || contain Protected Material. Any such archival copies that contain or constitute 5 || Protected Material remain subject to this Protective Order as set forth in Section 4 6 || (DURATION). 7\| 14. AUTHORIZATION TO PRODUCE 8 The Court hereby authorizes the production of information subject to the 9 || protections of the Privacy Laws. To the extent that any federal or state laws require 10 || the parties to obtain a court order to produce this information, this Order hereby 11 || satisfies such requirement(s). 12

FOR GOOD CAUSE SHOWN, IT IS SO ORDERED.

15 16 || Dated: July 06, 2022 Li Ke AG 17 JOHN D. EARLY ig United States Magistrate Judge

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Case 8:22-cv-00468-FLA-JDE Document 53 Filed 07/06/22 Page 19 of 19 Page ID #:5479

1 EXHIBIT A 2 ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND 3 4 I, _____________________________ [print or type full name], of 5 _________________ [print or type full address], declare under penalty of perjury that I 6 have read in its entirety and understand the Stipulated Protective Order that was issued 7 by the United States District Court for the Central District of California on July 6, 8 2022, in the case of OptumRx, Inc. v. A&S Drugs LLC, et al., Central District Case No. 9 8:22-cv-00468-FLA-JDE. I agree to comply with and to be bound by all the terms of 10 this Stipulated Protective Order and I understand and acknowledge that failure to so 11 comply could expose me to sanctions and punishment in the nature of contempt. I 12 solemnly promise that I will not disclose in any manner any information or item that is 13 subject to this Stipulated Protective Order to any person or entity except in strict 14 compliance with the provisions of this Order. I further agree to submit to the 15 jurisdiction of the United States District Court for the Central District of California for 16 the purpose of enforcing the terms of this Stipulated Protective Order, even if such 17 enforcement proceedings occur after termination of this action. I hereby appoint 18 __________________________ [print or type full name] of 19 _______________________________________ [print or type full address and 20 telephone number] as my California agent for service of process in connection with 21 this action or any proceedings related to enforcement of this Stipulated Protective 22 Order. 23 24 Date: ______________________________________ 25 City and State where sworn and signed: _________________________________ 26 Printed name: _______________________________ 27 Signature: __________________________________ 28 19