Exhibit A
SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK, COMMERCIAL DIVISION REPRESENTACIONES E INVESTIGACIONES MÉDICAS, S.A. DE C.V., as successor to TEVA PHARMACEUTICALS HOLDINGS MÉXICO, S.A. DE C.V.; and LEMERY, S.A. DE C.V., a subsidiary of TEVA PHARMACEUTICAL INDUSTRIES LIMITED, v. Plaintiffs, FERNANDO ESPINOSA ABDALÁ; LEOPOLDO DE JESÚS ESPINOSA ABDALÁ; and PPTM INTERNATIONAL S.à.r.l., Index No. 655112/2016 (Sherwood, J.S.C.) Defendants. DEFENDANT PPTM INTERNATIONAL S.à.r.l. S FIRST REQUEST FOR PRODUCTION OF DOCUMENTS TO RIMSA, TEVA MEXICO, AND LEMERY Pursuant to New York Civil Practice Law and Rules ( CPLR ) 3101 & 3120, Defendant PPTM International S.à.r.l. ( PPTM ), by and through undersigned counsel, hereby request that Plaintiffs Representaciones e Investigaciones Medicas, S.A. de C.V. ( Rimsa ); Teva Pharmaceuticals Holdings México, S.A. de C.V.; and Lemery, S.A. de C.V. ( Lemery ), produce the documents and communications specified below at the offices of Sidley Austin LLP, 1501 K St NW, Washington, DC 2005, within twenty-one days after service of these requests for production, or such other time as may be agreed by the parties or required by any scheduling order entered in this action. DEFINITIONS 1. The words any and all mean each and every. 1
2. The words and and or shall be construed conjunctively or disjunctively as necessary to make a given request for production inclusive rather than exclusive. 3. The use of the singular shall include the plural, and vice versa. 4. The use of the present tense includes the past tense, and vice versa, unless otherwise explicitly limited. 5. The word including means including without limitation. Under no circumstances shall the word including, or any list of examples, be construed in a manner that would narrow the scope of any request for production. 6. Document is used in its broadest sense, including all written, printed, or digital material of any kind, whether preliminary, proposed, or final, including agreements, understandings, communications, correspondence, emails, instant messages, facsimiles, records, reports, memoranda, compilations, notes, opinions, minutes, agenda, summaries, notations of any sort of conversations or meetings, transcripts, and all drafts, alterations, modifications, changes, and amendments to any of the foregoing, as well as any and all information stored in computers, computer storage (whether local or cloud based), storage banks, electronic mail, back up programs, and back up media. A document containing comments, notations, editing marks, stamps, or other revisions is considered a separate document from the document without such modifications. 7. Communication is used in its broadest sense, comprising the oral, digital, physical, or telephonic transmittal of information, or of any document reflecting or memorializing such transmittal of information in any form. 8. Acquisition means the Asset Purchase Agreement and Share Purchase Agreement, as defined below. 2
9. Action means the above-captioned matter. 10. Auction means Goldman s solicitation of bids to acquire Rimsa and PPTM s Intellectual Property. 11. Asset Purchase Agreement or APA means the Asset Purchase Agreement executed between PPTM and Lemery on September 30, 2015, including all schedules and exhibits thereto. 12. Claim Notice means Teva s letters to PPTM dated September 13, 2016 and October 28, 2016, unless specifically delimited. 13. COFEPRIS means Comisión Federal para la Protección contra Riesgos Sanitarios. 14. Complaint means Teva s complaint against PPTM and the Espinosas, filed in the Supreme Court, Commercial Division, on September 27, 2016. 15. Concerning means relating to, referring to, being relevant to, addressing, implying, describing, evidencing, or constituting. 16. Disclosure Letter means the Disclosure Letter referenced in the Asset Purchase Agreement and delivered upon execution of the same, including all schedules and exhibits thereto. 17. The Espinosa Brothers means Fernando Espinosa Abdalá and Leopoldo de Jesús Espinosa Abdalá. 18. The Espinosas means the Espinosa Brothers, unless the request specifically indicates broader members of the Espinosa family. 3
19. Goldman means Goldman Sachs & Co. and its subsidiaries, predecessors, successors, employees, managers, officers, directors, partners, members, agents, representatives, attorneys, or anyone acting with or on behalf of the foregoing. 20. Lemery means Plaintiff Lemery S.A. de C.V., a subsidiary of Teva Pharmaceuticals Ltd., and its subsidiaries, predecessors, successors, employees, managers, officers, directors, partners, members, agents, representatives, attorneys, or anyone acting with or on behalf of the foregoing. 21. PPTM means PPTM International S.à.r.l.. 22. PPTM s Intellectual Property means the intellectual property acquired by Teva from PPTM under the Asset Purchase Agreement, as described in Schedule 5.11(a) of the Disclosure Letter, whether the intellectual property was owned by Rimsa, Teva, or some other party at the time of the requested document s creation. 23. Rimsa means Representaciones e Investigaciones Médicas S.A. de C.V. To the extent a Request refers to post-acquisition matters concerning Rimsa, the term includes actions by Teva in its management or control of Rimsa. 24. Sellers means PPTM, the Espinosa Brothers, Rimsa (as defined above, i.e. prior to it acquisition by Teva), and their subsidiaries, predecessors, successors, employees, managers, officers, directors, partners, members, agents, representatives, attorneys, or anyone acting with or on behalf of the foregoing. 25. Share Purchase Agreement means the Share Purchase Agreement executed between the Espinosas and Lemery on September 30, 2015, including all schedules and exhibits thereto. 4
26. Teva means the Plaintiffs in this action (Representaciones e Investigaciones Medicas, S.A. de C.V.; Teva Pharmaceuticals Holdings México, S.A. de C.V.; and Lemery, S.A. de C.V.); Teva Pharmaceuticals Ltd.; and their subsidiaries, predecessors, successors, employees, managers, officers, directors, partners, members, agents, representatives, attorneys, or anyone acting with or on behalf of the foregoing, unless the Request explicitly indicates a narrower construction. 27. You or Your means Teva, as defined above. 28. Unless a different definition is set forth herein, these Requests incorporate the definitions provided in Section 1.1 of the Asset Purchase Agreement. INSTRUCTIONS 1. Each Request calls for the production of all responsive documents and communications in Your possession, custody, or control, or in the possession, custody or control of Your officers, directors, agents, employees, representatives, affiliated or associated companies, or any other person or entity acting or purporting to act on Your behalf. 2. Without limiting the meaning of the terms possession, custody, or control, a document or communication is deemed within Your control if You have the right to secure it, either in original or duplicate form, from another person having possession or custody thereof. You shall make all reasonable efforts to obtain and produce any responsive document that is in Your control, but is not in Your possession or custody. If You are unable to secure possession or custody of a document or communication within Your control, You are requested to identify the person with possession or custody. 3. Each Request shall be construed independently. No Request should be construed to limit the scope of any other Request. 5
4. Documents shall be produced as they are kept in the usual course of business or shall be organized and labeled to correspond to the specific numbered Request to which the produced materials are responsive. 5. You must produce entire documents including attachments, enclosures, cover letters, memoranda, and appendices. Documents not otherwise responsive to a Request are to be produced if such documents are attached to, or enclosed with, any document that is responsive. Examples of such documents include email attachments, routing slips, transmittal memoranda or letters, evaluations or similar documents. In the case of email attachments, if either the email or any of its attachments is responsive, produce the email and all of the corresponding attachments. 6. Electronically stored information ( ESI ) should be preserved pursuant to Commercial Division Rule 11-c and produced according to the ESI Stipulation to be negotiated by the parties in this Action. 7. Documents shall be produced on a rolling basis as they become available. 8. If You object to any of Document Requests, You must specify the grounds for objection pursuant to CPLR 3122 and Commercial Division Rule 11-e. If You object to a particular portion of any Document Request, You shall respond to any other portions of such Document Request as to which there is no objection and state with specificity the grounds of the objection. 9. If You are unable to respond fully to any Request, answer or respond to the extent possible and specify the reasons for Your inability to answer or respond in full. 10. If any document or communication cannot be produced in full, produce to the extent possible, specifying for the inability to produce the remainder. 6
11. Unless otherwise agreed, in the event that any document or communication is withheld or is not produced by reason of a claim of privilege, work product, or any other reason, set forth the following: (1) the author or originator of the document or communication; (2) each addressee or recipient of the document or communication, or any copy thereof; (3) the date the document or communication bears, or if it bears no date, the date on which the document or communication was made; (4) the title or subject matter of the document or communication and a general description of its contents; (5) the nature of the document or communication (e.g., memorandum, chart, etc.); and (6) the basis or bases for the claim of privilege. See Commercial Division Rule 11-b. 12. In the event that a claim of privilege is asserted with regard to part of the material contained in a Document, clearly indicate the portions as to which the privilege is claimed. When a Document has been redacted or altered in any fashion, identify the reason for and the date of each such redaction or alteration. The fact and scope of any redaction must be clearly visible on the redacted Document. 13. If any Document has been destroyed and would have provided information responsive to any Request, identify each such Document and set forth the circumstances of the destruction of each such Document, including the identity of the Person who actually destroyed the Document, the identity of any Person who ordered or directed its destruction, the date and location of its destruction and any policy or procedure which You contend relates to, allows, compels or explains such destruction. 14. These requests shall be deemed continuing requests so as to require prompt supplemental responses if You obtain, discover, or create additional documents responsive to these Requests. 7
REQUESTS FOR PRODUCTION REQUEST NO. 1. All documents and communications concerning PPTM, including PPTM s Intellectual Property. REQUEST NO. 2. All documents and communications between Teva and Sellers, including but not limited to discussions concerning PPTM s ownership, PPTM s Intellectual Property, and/or the negotiation and structuring of the APA. REQUEST NO. 3. All documents and communications concerning PPTM s Intellectual Property, whether before or after the Acquisition, including but not limited to the licensing, valuation, or registration of PPTM s Intellectual Property. REQUEST NO. 4. All documents and communications concerning any valuation and/or analysis of PPTM s Intellectual Property, including the basis for any such valuation or analysis. REQUEST NO. 5. All documents and communications concerning Teva s decision to acquire PPTM s Intellectual Property. REQUEST NO. 6. All documents and communications reflecting due diligence performed by or on behalf of Teva concerning PPTM, PPTM s Intellectual Property, and/or the Asset Purchase Agreement. REQUEST NO. 7. All documents and communications reflecting the materials and/or information requested from or exchanged with the Sellers concerning PPTM, PPTM s intellectual property, and/or the Asset Purchase Agreement including, but not limited to documents requested and/or exchanged during any due diligence process. REQUEST NO. 8. All documents and communications concerning Teva s financial analysis of PPTM, including but not limited to Teva s analysis of PPTM s books and records, and/or any valuation of PPTM and its assets and liabilities. 8
REQUEST NO. 9. All documents and communications concerning the Auction, including but not limited to Teva s decision to bid at the Auction and/or Teva s communications with Goldman, the Sellers, other bidders, and/or any other party concerning or in connection with the Auction. REQUEST NO. 10. All documents and communications concerning the bids Teva submitted in or around the Auction, including but not limited to Teva s decision to increase its bid. REQUEST NO. 11. All documents and communications concerning the compensation structure for Teva employees and agents responsible for identifying, investigating and/or acquiring PPTM s Intellectual Property. REQUEST NO. 12. All documents and communications concerning the Asset Purchase Agreement, including but not limited to the negotiation of the Asset Purchase Agreement, including its structure, purchase price, representations and warranties. REQUEST NO. 13. All documents and communications concerning the drafting, contents, and inclusion of Schedule 1.1(dd) of the Disclosure Letter. REQUEST NO. 14. All documents and communications concerning the decision to designate individuals in Schedule 1.1(dd), including but not limited to the decision to designate certain individuals and/or exclude other individuals. REQUEST NO. 15. All documents and communications involving the persons identified in Schedule 1.1(dd) of the Disclosure Letter concerning the Acquisition. REQUEST NO. 16. All documents and communications concerning the decision to include Section 6.8 ( Compliance with Applicable Laws ) in the Share Purchase Agreement and/or the decision not to include a corresponding representation in the Asset Purchase Agreement. REQUEST NO. 17. All documents or communications concerning or reflecting formal or informal efforts by Rimsa or Teva, whether before or after the Acquisition, to remediate or not to remediate, any regulatory 9
noncompliance, including but not limited to any regulatory noncompliance concerning COFEPRIS. REQUEST NO. 18. All documents and communications concerning Teva s actions concerning PPTM s Intellectual Property, including but not limited to Teva s decision to register, reregister, deregister, renew, and/or decline to renew any registrations concerning PPTM s Intellectual Property before, during or after the Acquisition. REQUEST NO. 19. All documents and communications concerning the transfer, assignment, licensing, and/or sale, or the attempted transfer, assignment, licensing, and/or sale, of PPTM s Intellectual Property, including with, between, or to Teva or any of Teva s subsidiaries. REQUEST NO. 20. All documents and communications concerning post-acquisition changes by Teva to Rimsa s manufacturing process, operations, staffing, regulatory filings and product, including but not limited to the decision to discontinue Rimsa s products. REQUEST NO. 21. All documents and communications concerning the decision to suspend operations in Rimsa s facilities, and/or any plans concerning the use of Rimsa s facilities, including any plans to reopen, lease, and/or liquidate the facilities. REQUEST NO. 22. All documents and communications concerning Teva s post-acquisition plans to produce, license, market, and/or develop PPTM s Intellectual Property. REQUEST NO. 23. All documents and communications concerning Instituto Mexicano de la Propiedad Industrial ( IMPI ) and/or any related agencies with oversight responsibility for intellectual property, concerning PPTM s Intellectual Property. REQUEST NO. 24. Documents sufficient to describe the current status of PPTM s Intellectual Property, including its validity, registration, licensing, and/or valuation. REQUEST NO. 25. All documents and communications concerning Teva s decision and request to amend the Asset Purchase Agreement in January 2016. 10
REQUEST NO. 26. All documents and communications concerning Teva s registration(s) or corrected registration(s) with COFEPRIS of any product owned, licensed, or produced by Teva or its subsidiaries. REQUEST NO. 27. Documents sufficient to show Teva s policies, procedures and practices to identify, investigate and/or acquire companies. REQUEST NO. 28. All documents reflecting Your financial statements from 2012 to present, including all interim, draft, and final versions, whether audited or unaudited. REQUEST NO. 29. All documents and communications concerning any damages Teva alleged to have incurred, including any efforts by or opportunities for Teva to mitigate such damages. REQUEST NO. 30. All documents and communications concerning any claims and/or potential claims pursuant to the Asset Purchase Agreement s indemnification provision. REQUEST NO. 31. All documents and communications concerning any decision to write off, mark down, and/or otherwise adjust the value of PPTM s Intellectual Property. REQUEST NO. 32. All documents and communications concerning the effect of the Acquisition and/or Teva s ownership of PPTM s Intellectual Property on Teva s value, including but not limited to the value of Teva s dividends or share price. REQUEST NO. 33. All documents and communications concerning, supporting, and/or refuting Teva s allegations against PPTM. REQUEST NO. 34. S All documents and communications which concern and/or support Teva s description of PPTM, including but not limited to Teva s description of PPTM as being ultimately beneficially owned and controlled by the Espinosas through a complex chain of trusts and other entities. 11
REQUEST NO. 35. All documents and communications that support or refute the allegations that Rimsa s [actions] substantially impaired the true value of the entire business, including the patents, trademarks, associated goodwill, and other intellectual property reflected as assets on PPTM s balance sheet. REQUEST NO. 36. All documents and communications concerning whether PPTM s consolidated balance sheet complied with the Account Principles, as that term is defined in Section 1.1(a) of the APA, and/or whether PPTM s financial documents accurately reflected the company s value and assets. REQUEST NO. 37. All documents and communications reflecting PPTM s knowledge of or involvement in the concealment of a Material Adverse Effect, as that term is defined in Section 1.1(jj) of the APA. REQUEST NO. 38. All documents and communications concerning, supporting, and/or refuting the allegation that PPTM s IP was not valid and/or enforceable. REQUEST NO. 39. All documents and communications concerning, supporting, or refuting the allegation that PPTM s financial statements substantially overstated the value of its intellectual property. REQUEST NO. 40. All documents and communications concerning, supporting, or refuting the allegation that PPTM was well aware of the [alleged] fraud. REQUEST NO. 41. All documents and communications concerning the Claim Notice and the Complaint. REQUEST NO. 42. All documents and communications concerning, supporting, or refuting the allegation that PPTM caused ongoing financial damage to Teva. REQUEST NO. 43. All documents and communications concerning allegations that PPTM s financial statements were materially false. 12
Dated: New York, New York December 16, 2016 SIDLEY AUSTIN LLP By: Thomas C. Green, admitted pro hac vice Mark D. Hopson, admitted pro hac vice Paul J. Zidlicky, admitted pro hac vice Melissa Colón-Bosolet Tobias S. Loss-Eaton Pouneh Aravand Daniel J. Hay 787 Seventh Avenue New York, NY 10019 212-839-5300 1501 K Street NW Washington, DC 20005 202-736-8000 Counsel for Defendant PPTM International S.à.r.l. 13
SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK, COMMERCIAL DIVISION REPRESENTACIONES E INVESTIGACIONES MÉDICAS, S.A. DE C.V., as successor to TEVA PHARMACEUTICALS HOLDINGS MÉXICO, S.A. DE C.V.; and LEMERY, S.A. DE C.V., a subsidiary of TEVA PHARMACEUTICAL INDUSTRIES LIMITED, v. Plaintiffs, FERNANDO ESPINOSA ABDALÁ; LEOPOLDO DE JESÚS ESPINOSA ABDALÁ; and PPTM INTERNATIONAL S.à.r.l., Index No. 655112/2016 (Sherwood, J.S.C.) Defendants. AFFIRMATION OF SERVICE I, Melissa Colón-Bosolet, an attorney in good standing of the bar of the State of New York, affirm under penalty of perjury pursuant to CPLR 2106: 1. I am not a party to this action, and I am eighteen years of age or older; and 2. On December 16, 2016, I served a true and correct copy of Defendant PPTM International S.á.r.l. s First Request for Production of Documents to Rimsa, Teva Mexico, and Lemery by email and by depositing the paper, enclosed in a first-class, prepaid envelope, in a post office or official depository under the exclusive care and custody of the United States Postal Service, addressed to the following address of the attorneys of record for Plaintiffs: Robert Kry Lauren Weinstein MoloLamken LLP 600 New Hampshire Avenue, NW Washington, DC 20037 14
Jessica Ortiz MoloLamken LLP 430 Park Avenue New York, NY 10002 /s/ Melissa Colón-Bosolet Melissa Colón-Bosolet 15