Case 8:14-cv DOC-AN Document 85 Filed 09/11/14 Page 1 of 11 Page ID #:2663

Transcription

1 Case :-cv-0-doc-an Document Filed 0// Page of Page ID #: 0 0 Mark Holscher (SBN mark.holscher@kirkland.com Michael Shipley (SBN Michael.shipley@kirkland.com KIRKLAND & ELLIS LLP South Hope Street Los Angeles, California 00 Telephone: ( 0-00 Facsimile: ( 0-00 Jay P. Lefkowitz (pro hac vice lefkowitz@kirkland.com John P. Del Monaco (pro hac vice jdelmonaco@kirkland.com Danielle Sassoon (pro hac vice dsassoon@kirkland.com KIRKLAND & ELLIS LLP 0 Lexington Avenue New York, New York 00- Telephone: ( -00 Facsimile: ( -00 Attorneys for Defendants Pershing Square Capital Management, L.P.; PS Management GP, LLC; PS Fund, LLC; and William Ackman [Additional counsel on signature page] ALLERGAN, INC., et al., v. UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA SOUTHERN DIVISION SANTA ANA Plaintiffs, VALEANT PHARMACEUTICALS, INTERNATIONAL, INC. et al., Defendants. Case No.: :-cv-0-doc-(anx Honorable David O. Carter JOINT STIPULATION AND [PROPOSED] ORDER RE SCHEDULING Hearing Date: October, 0 Time: :0 a.m. Courtroom: D SF\0.

2 Case :-cv-0-doc-an Document Filed 0// Page of Page ID #: 0 0 SF\0. Pursuant to the parties discussions and colloquy with the Court on September, 0, Plaintiffs Allergan, Inc. ( Allergan and Karah Parschauer (collectively, Plaintiffs, Defendants Valeant Pharmaceuticals International, Inc., Valeant Pharmaceuticals International and AGMS, Inc. (these three defendants, collectively, Valeant, and Defendants Pershing Square Capital Management, L.P.; PS Management, GP; LLC, PS Fund, LLC; and William A. Ackman (these four defendants, collectively, Pershing Square and when together with Valeant, Defendants hereby agree and stipulate to the following discovery and scheduling matters in anticipation of a motion for preliminary injunction (the Motion to be filed by Allergan: I. EXPEDITED DISCOVERY A. Document Productions. Pershing Square a. To date, Pershing Square has produced, pages of documents, representing Pershing Square s complete production of documents to the Securities & Exchange Commission s in connection with an SEC informal inquiry (the PS SEC Production. b. The PS SEC Production was collected by running search terms over eleven discovery custodians for the time period January, 0 to May, 0. Pershing Square reviewed the PS SEC Production for general relevance and privilege only. c. On September 0, 0, Pershing Square produced to Allergan its correspondence with the SEC explaining the criteria for the PS SEC production. --

3 Case :-cv-0-doc-an Document Filed 0// Page of Page ID #: 0 0 SF\0.. Valeant d. Pershing Square shall search the of the same eleven custodians from the PS SEC Production for the search terms identified in the second and third full paragraphs of Charles Clark s June, 0 letter to Mark Germann of the SEC, for the time period May, 0 through August, 0, review the results of the searches for relevance and privilege only. Pershing Square shall apply the same standards for redacting or withholding information on the basis of privilege that it employed in its review of the PS SEC Production. e. Pershing Square shall produce the resulting documents to Allergan by September, 0. a. To date, Valeant has produced 0,0 pages of documents, representing Valeant s complete production of documents to the SEC in connection with an SEC informal inquiry (the Valeant SEC Production. b. The Valeant SEC Production includes, among other things, documents collected from thirty-one Valeant custodians for external communications regarding Valeant and Pershing Square s efforts to acquire Allergan. c. On September 0, 0, Valeant produced to Allergan its correspondence with the SEC explaining the criteria for the Valeant SEC production. d. Valeant shall search the of four Valeant custodians to be identified by Allergan by September, 0, employing the same search terms used in respect of the SEC production for the time period January, 0, --

4 Case :-cv-0-doc-an Document Filed 0// Page of Page ID #: 0 0 SF\0.. Allergan through August, 0. Valeant shall also produce Valeant s to or from a Pershing Square address for the period January, 0 to December, 0, that relate to any potential transaction between the two companies from the s of Michael Pearson, Valeant's Chairman and CEO, Howard Schiller, its CFO, and Andrew Davis, its Vice-President of Business Development, if any. Valeant shall review the results of such searches for relevance and privilege only. Valeant shall apply the same standards for redacting or withholding information on the basis of privilege that it employed in its review of the Valeant SEC Productions. e. Valeant shall produce the resulting documents to Allergan by September, 0. a. Allergan has already produced,00 pages of documents. By September, 0, Allergan shall review this production and remove any redactions, except to the extent consistent with federal privilege law. b. Allergan shall search the of five Allergan custodians to be identified by Defendants by September, 0, employing a reasonable set of search terms to be negotiated by the parties, and commensurate with the terms employed by Pershing Square and Valeant in searching those parties custodians. The search shall cover the time period January, 0, through August, 0. Allergan shall review the results of such searches for minimal relevance and privilege only. --

5 Case :-cv-0-doc-an Document Filed 0// Page of Page ID #: 0 0 SF\0. c. Allergan shall produce the resulting documents to Defendants by September, 0.. Third-Party Document Discovery a. There shall not be third party document discovery in connection with Allergan s preliminary injunction motion, except to the extent described herein. b. Allergan and Defendants may each serve up to four document subpoenas to third parties who have advised the parties with respect to the matters at issue in the Motion. Notwithstanding the foregoing, in no event shall Defendants serve a greater number of third party subpoenas than Allergan. c. The parties will confer on appropriate date ranges and subject scope of any such subpoenas prior to serving them. d. The parties shall cooperate to facilitate the production of the above-described third party document discovery in a timely manner, aiming to coordinate productions within two weeks of the service of any subpoena.. Other Document Production Issues B. Depositions a. Counsel for the parties shall abide by their duties as officers of the Court in identifying, withholding, and redacting documents on the basis of privilege. b. No privilege logs shall be exchanged.. Allergan and Defendants may each take seven depositions, limited to five hours in length.. Either two or three of the seven depositions shall consist of third party advisors, with the remainder to consist of party-affiliated --

6 Case :-cv-0-doc-an Document Filed 0// Page of Page ID #: 0 0 SF\0. witnesses. There shall not otherwise be depositions of third parties.. Deposition questions shall not be duplicative of questions asked in depositions of the same deponents in the related Delaware matter.. The parties agree to make the requested deposition witnesses available on a mutually convenient date before October, 0, except as otherwise agreed by the parties.. The parties shall exchange lists of anticipated declarants in support of their preliminary injunction briefs at least seven days before any such declaration is filed. In the event that a declarant has not been deposed pursuant I.B., the party offering the declaration shall make the declarant available for deposition within hours of the filing of the declaration. C. Expert Witness Disclosure and Discovery. By September, 0, the parties shall disclose their intended expert witnesses.. For each witness, the disclosure in I.C. shall consist of a onepage document disclosing the identity of the expert witness and a summary of the opinion testimony he or she intends to offer in connection with the Motion.. By September, 0, any party may designate additional experts or topics of testimony, by making a disclosure in the form described in I.C.. Such disclosures shall be limited to issues for which expert testimony is deemed necessary to respond to the opposing party s disclosure under I.C... Any expert opinion used in the Motion shall be limited to experts and subject matter disclosed under I.C.. For the motion, an --

7 Case :-cv-0-doc-an Document Filed 0// Page of Page ID #: 0 0 II. SF\0. expert s direct testimony shall take the form of a declaration submitted with the parties moving or opposition papers.. Within hours of submitting an expert declaration, the submitting party shall make the expert available for a deposition of up to five hours in length. D. Discovery Disputes. In the event discovery disputes arise between the parties, any party may file a motion with the Court, not to exceed five pages in length, outlining the parties dispute. The opposing party shall file an opposition, not to exceed five pages in length, within forty-eight hours of the moving party s brief. The parties agree to address the matter, in person, before the assigned district judge at the Court s nearest availability, including outside of ordinary court hours, or on weekends or holidays. MOTION DEADLINES A. Allergan s Opening Brief: October, 0. B. Defendants Opposition: October, 0. C. Allergan s Reply: October, 0. D. Hearing: October, 0 at :0 a.m., Courtroom D, Ronald Reagan Federal Courthouse, Santa Ana, California. --

8 Case :-cv-0-doc-an Document Filed 0// Page of Page ID #:0 0 0 Dated: September, 0 SF\0. Respectfully submitted, KIRKLAND & ELLIS LLP By: /s/ Mark Holscher Mark Holscher (SBN Michael Shipley (SBN KIRKLAND & ELLIS LLP South Hope Street Los Angeles, California 00 Telephone: ( 0-00 Facsimile: ( mark.holscher@kirkland.com michael.shipley@kirkland.com Jay P. Lefkowitz (pro hac vice John P. Del Monaco (pro hac vice Danielle Sassoon (pro hac vice KIRKLAND & ELLIS LLP 0 Lexington Avenue New York, New York 00- Telephone: ( -00 Facsimile: ( lefkowitz@kirkland.com jdelmonaco@kirkland.com dsassoon@kirkland.com Attorneys for Pershing Square Capital Management, L.P.; PS Management, GP; LLC, PS Fund, LLC; and William A. Ackman --

9 Case :-cv-0-doc-an Document Filed 0// Page of Page ID #: 0 0 Dated: September, 0 SF\0. SULLIVAN & CROMWELL LLP By: /s/ Brian T. Frawley Robert A. Sacks (SBN 0 sacksr@sullcrom.com Edward E. Johnson (SBN 0 johnsonee@sullcrom.com SULLIVAN & CROMWELL LLP Century Park East, Suite 00 Los Angeles, California 00- Telephone: (0-00 Facsimile: (0-00 Brian T. Frawley (pro hac vice filed frawleyb@sullcrom.com SULLIVAN & CROMWELL LLP Broad Street New York, New York 000- Telephone: ( -000 Facsimile: ( - Attorneys for Defendants Valeant Pharmaceuticals International, Inc., Valeant Pharmaceuticals International and AGMS, Inc. --

10 Case :-cv-0-doc-an Document Filed 0// Page 0 of Page ID #: 0 0 SF\0. Respectfully submitted, LATHAM & WATKINS LLP By: /s/ Colleen C. Smith Colleen C. Smith Peter A. Wald (Bar No. 0 Matthew D. Harrison (Bar No. 0 LATHAM & WATKINS LLP 0 Montgomery Street, Suite 000 San Francisco, California - Telephone: ( -000 Michele D. Johnson (Bar No. LATHAM & WATKINS LLP 0 Town Center Drive, 0th Floor Costa Mesa, California - Telephone: ( 0- Colleen C. Smith (Bar No. LATHAM & WATKINS LLP 0 High Bluff Drive San Diego, California 0 Telephone: ( -00 WACHTELL LIPTON ROSEN & KATZ LLP William D. Savitt (pro hac vice Bradley R. Wilson (pro hac vice WACHTELL LIPTON ROSEN & KATZ LLP West nd Street New York, New York 00 Telephone: ( Attorneys for Plaintiffs ALLERGAN, INC. and KARAH H. PARSCHAUER --

11 Case :-cv-0-doc-an Document Filed 0// Page of Page ID #: 0 0 SF\0. SIGNATURE CERTIFICATION Pursuant to L.R. -..(a((i, I hereby attest that all other signatories listed, and on whose behalf the filing is submitted, concur in the filing s content and have authorized this filing. Dated: September, 0 LATHAM & WATKINS LLP By: /s/ Colleen C. Smith Colleen C. Smith Attorneys for Plaintiffs ALLERGAN, INC. and KARAH H. PARSCHAUER -0-