In re: Seroquel XR Litigation All End-Payor Class Actions

Background

Eight end-payor purchaser plaintiffs brought a consolidated antitrust class action against AstraZeneca Pharmaceuticals L.P., AstraZeneca L.P., AstraZeneca UK Limited, Handa Pharmaceuticals, LLC, and Par Pharmaceutical, Inc. The plaintiffs alleged that the defendants used two settlement agreements to delay generic competition for AstraZeneca’s branded extended-release quetiapine fumarate tablets, Seroquel XR. They asserted five types of claims under state laws: monopolization against AstraZeneca; conspiracy to monopolize; combination and conspiracy in restraint of trade; unfair or deceptive trade practices; and unjust enrichment.

The proposed class included entities in forty states, the District of Columbia, and Puerto Rico that indirectly purchased, paid for, or received reimbursement for Seroquel XR or its generic equivalent during the alleged class period. The action involved facts also underlying a related direct-purchaser case. The court had previously transferred that related case, and three other related direct-purchaser cases, to the District of Delaware.

Motion and governing standard

The defendants moved to dismiss for lack of jurisdiction or improper venue, or alternatively to transfer the action to the District of Delaware. The end-payor plaintiffs did not submit separate briefing on the motion; they incorporated the arguments made in the related direct-purchaser case.

The court addressed the transfer request before the disputed personal-jurisdiction issues. It explained that under 28 U.S.C. § 1404(a), a federal district court may transfer a civil action for the convenience of the parties and witnesses and in the interest of justice when the proposed district is a proper place for the case or all parties consent. The court applied a two-step test: whether the case could have been brought in Delaware, and whether the convenience and justice factors favored transfer.

The plaintiffs did not contest that the case could have been brought in Delaware. The court found that AstraZeneca Pharmaceuticals L.P., Par, and Handa were subject to personal jurisdiction there because they were incorporated in Delaware, while AZ UK consented to jurisdiction there for this action.

Transfer factors

The court held that the plaintiffs’ choice of the Southern District of New York received little weight. Some plaintiffs were located there and some alleged overpayments occurred there, but other plaintiffs were located in Florida, Pennsylvania, Maryland, and Minnesota. The nationwide proposed class also reduced the significance of the New York forum.

The witness-convenience factor favored transfer because most, if not all, witnesses for AstraZeneca, Handa, Par, and Accord Pharmaceuticals, Inc. would likely testify about both this action and the related direct-purchaser case. Holding the related cases in one location could reduce inconvenience to those witnesses.

The convenience of the parties slightly favored transfer. Although some plaintiffs were located in New York and some defendants were located elsewhere, most parties would have to travel to either New York City or Wilmington. Trying the related claims in one forum would improve efficiency without meaningfully increasing the plaintiffs’ inconvenience.

The interest of justice weighed heavily in favor of transfer. The court found substantial overlap between the allegations in this action and those in the related direct-purchaser case. Keeping the cases together in Delaware would avoid duplicative discovery, unnecessary expense, and the risk of inconsistent results. The defendants conceded that several other factors—including the location of documents, the parties’ relative means, and the forum’s familiarity with the governing law—were irrelevant.

Disposition

The court concluded that the overall balance favored transfer under § 1404(a). Judge Colleen McMahon granted the defendants’ motion to transfer the consolidated class action to the District of Delaware. The court directed the Clerk to close the motion at Docket No. 107 and transfer the action. The opinion did not resolve the merits of the alleged antitrust or state-law violations.