UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

KAREN BELLIFEMINE, AMY ZEOLI, MICHELLE POPA, NANCY BEANEY and JENNIFER STORM, Individually and on Behalf of Others Similarly Situated,
and SUE SULLIVAN, Individually,
PLAINTIFFS,
v.
SANOFI-AVENTIS U.S. LLC
DEFENDANT.

) SECOND AMENDED

) COMPLAINT

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Case No. 1:07-CV-02207-JGK

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JURY TRIAL DEMANDED

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SECOND AMENDED CLASS ACTION COMPLAINT
I. NATURE OF THIS ACTION 1. Five current and former employees of Sanofi-Aventis, Karen Bellifemine, Amy
Zeoli, Michelle Popa, Nancy Beaney and Jennifer Storm (collectively “Class Representatives” or “Plaintiffs”) who reside and/or work, or have worked, in New York, Connecticut, Texas and Pennsylvania, bring this action against their current or former employer, Sanofi-Aventis U.S. LLC (“Sanofi-Aventis” or “Defendant”) to redress gender discrimination in employment. Individual Plaintiff Sue Sullivan (“Ms. Sullivan” or “Plaintiff”) brings a claim in her individual capacity for sexual harassment and hostile work environment.
2. Class Representatives bring this class action on behalf of themselves and all other female employees of Sanofi-Aventis who are similarly situated pursuant to Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000(e), et seq., as amended (“Title VII”).

3. Class Representatives seek to represent female employees of Sanofi-Aventis who have been subjected to the systemic disparate impact and disparate treatment gender discrimination described in this Complaint, which is based on: (a) specific discriminatory policies, practices, and/or procedures in selection, promotion and advancement described herein; (b) disparate pay; and (c) differential terms and conditions of employment. The systemic gender discrimination described in this Complaint is continuing in nature.
4. Class Representatives are seeking, on behalf of themselves and the class they seek to represent, declaratory and injunctive relief; back pay; front pay; compensatory, nominal, and punitive damages; and attorneys’ fees, costs, and expenses to redress Sanofi-Aventis’s pervasive and discriminatory employment policies, practices and/or procedures. II. JURISDICTION AND VENUE
5. This Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1331 because the action is based on Title VII, which is a federal statute.
6. Venue is proper in the Southern District of New York pursuant to 28 U.S.C. §§ 1391(b)(1) and 1391(c), because Defendant is subject to personal jurisdiction in New York.
7. The Southern District of New York is the most logical forum in which to litigate the claims of Plaintiffs and the proposed class in this case. Sanofi-Aventis has both a physical presence and a Registered Agent in the State of New York. Further, Plaintiffs Bellifemine and Sullivan reside and have performed work for Defendant in the State of New York. III. PROCEDURAL HISTORY
8. Class Representative Bellifemine filed a Class-wide Charge of Discrimination with the Equal Employment Opportunity Commission (“EEOC”) on or about March 8, 2006.
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Ms. Bellifemine received her Notice of Right to Sue on December 22, 2006, and timely filed suit within ninety (90) days of receipt, on March 14, 2007.
9. Ms. Bellifemine, along with Amy Zeoli, Michelle Popa and Sue Sullivan, filed a First Amended Complaint on August 28, 2007. IV. PARTIES
A. Plaintiffs 10. Class Representative Karen Bellifemine is a female citizen of the United States and a resident of Nanuet in the State of New York. Ms. Bellifemine has been employed by Sanofi-Aventis from approximately July 1995 to the present in Sanofi-Aventis’s New York and New Jersey territories. Throughout that time, Ms. Bellifemine has worked as a Primary Care Sales Representative, a Hospital Representative, and a Senior Cardiovascular Specialty Sales Representative. Ms. Bellifemine went on medical leave in approximately March 2006 and returned to her Senior Cardiovascular Specialty Sales Representative position in January 2007. 11. Class Representative Amy Zeoli is a female citizen of the United States and a resident of Cheshire in the State of Connecticut. Ms. Zeoli was employed by Sanofi-Aventis from approximately early 2001 through approximately March 2006 as a Sales Representative, a Senior Sales Representative and a Territory Manager, Cardiovascular Specialty Sales in SanofiAventis’s Connecticut territory. Ms. Zeoli held her Senior Sales Representative position until her constructive discharge in approximately March 2006. 12. Class Representative Michelle Popa is a female citizen of the United States and a resident of Noblesville in the State of Indiana. Ms. Popa began her employment with SanofiAventis in approximately November 2003 as a Sales Representative in Sanofi-Aventis’s East
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Fort Lauderdale territory. Ms. Popa continued to work in this capacity until she was constructively discharged in approximately January 2007.
13. Class Representative Nancy Beaney is a female citizen of the United States and a resident of McKinney in the state of Texas. Ms. Beaney has been employed by Sanofi-Aventis from approximately April 1991 to the present in Sanofi-Aventis’s Dallas, Texas territory. Throughout that time, Ms. Beaney has worked as a Primary Care Sales Representative, a Cardiovascular Sales Consultant and a Primary Care Executive Sales associate. Ms. Beaney became a Senior CNS Specialty Sales Professional in 2005 and currently holds that position.
14. Class Representative Jennifer Storm is a female citizen of the United States and a resident of Tyrone in the state of Pennsylvania. Ms. Storm began her employment in approximately September of 2003 as a Primary Care Sales Representative in Sanofi-Aventis’s Pennsylvania territories. Ms. Storm continued to work in this capacity until she was constructively discharged in approximately July 2007.
15. Plaintiff Sue Sullivan is a female citizen of the United States and a resident of Port Washington in the State of New York. Ms. Sullivan began her employment with SanofiAventis in approximately October 2002 as a Medical Center Specialist in Sanofi-Aventis’s Long Island territory. In 2004, Ms. Sullivan became a Senior Hospital Account Specialist and in 2005 Ms. Sullivan became a Specialty Representative, a position she continued to hold until she was constructively discharged in approximately July 2006.
B. Defendant 16. Defendant Sanofi-Aventis U.S. LLC is an affiliate of, and the United States headquarters for, Sanofi-Aventis. Sanofi-Aventis is a French company created in 2004 by the merger of the French companies Sanofi-Synthelabo and Aventis. Sanofi-Aventis is a world
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leader in the research and development of health care products. Sanofi-Aventis’s core business is in pharmaceuticals, specifically the prescription market. Sanofi-Aventis is incorporated in the State of Delaware and physically located at 55 Corporate Drive, Bridgewater, New Jersey. Sanofi-Aventis has a Registered Agent in the State of New York. V. CLASS CLAIMS
17. Class Representatives and the class they seek to represent have been subjected to a systemic pattern and practice of gender discrimination involving a battery of practices that have also had an unlawful disparate impact on them and their employment opportunities. This gender discrimination includes policies and/or practices of restricting the promotion and advancement opportunities of female employees so that they remain in lower classification and compensation levels. Sanofi-Aventis in effect bars females from better and higher-paying positions which have traditionally been held by male employees. The systemic means of accomplishing such gender stratification include, but are not limited to, Sanofi-Aventis’s promotion, advancement, training and performance evaluation policies, practices, and/or procedures.
18. Sanofi-Aventis’s promotion, advancement, training, and performance evaluation policies, practices, and/or procedures incorporate the following discriminatory practices: (a) relying upon subjective selection methods, judgments, procedures, and criteria which allow for gender discrimination in making promotion, training, performance evaluation, and compensation decisions; and (b) refusing or failing to establish and/or follow policies, practices, procedures, or criteria that reduce or eliminate disparate impact and/or intentional gender bias.
19. Sanofi-Aventis’s promotion policies, practices, and/or procedures have had a disparate impact on female employees. Such policies, practices, and/or procedures are not valid, job-related, or justified by business necessity. There are alternative objective and more valid
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selection procedures available to the Defendant that are more closely related to the actual responsibilities of the positions and that would have less of a disparate impact on females. However, the Defendant has failed or refused to use such alternative procedures.
20. The Defendant’s promotion, training, performance evaluation, compensation, and transfer policies, practices, and/or procedures are intended to have a disparate impact on Plaintiffs and the class they seek to represent. Such practices form a part of the Defendant’s overall pattern and practice of keeping females in the lower classifications with less desirable terms and conditions of employment. Upon information and belief, the specific policies and practices of gender discrimination and stratification include but are not limited to the following:
a. Sanofi-Aventis fails to provide to all employees consistent, timely notice of job openings, promotional opportunities, and procedures for obtaining a promotion. Because many female employees do not receive adequate notice regarding how to obtain promotional opportunities, they are denied an equal opportunity to apply for promotions and advancements.
b. Sanofi-Aventis solicits, pre-selects and “grooms” male employees for promotions to higher positions, favorable assignments, and training.
c. Sanofi-Aventis favors males in the assignment of territories and assigns males to sales territories that have greater potential for higher sales than those given to female sales employees.
d. Sanofi-Aventis discriminatorily provides greater training opportunities to male employees to help groom them for promotions.
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e. Sanofi-Aventis requires managers to give permission to an employee to apply for a promotion, relying on managerial discretion and subjective decision-making that disproportionately affect female employees and hinder their advancement.
f. Sanofi-Aventis selectively applies a policy of requiring representatives to work in their given position 18 months before obtaining a promotion, resulting in a disparate impact upon women. Loopholes and exceptions to this policy are made to allow Sanofi-Aventis to promote pre-selected and groomed male employees.
g. Sanofi-Aventis employs a system of performance evaluations that relies upon subjective interpretations of performance and expectations and results in a disparate impact on female employees.
h. Sanofi-Aventis hires male candidates from outside of a region rather than advancing internal female candidates to fill vacancies and promotional positions, resulting in a disparate impact on female employees.
i. Sanofi-Aventis fails to apply in a consistent manner basic requirements such as tenure, pay scale and awards, resulting in a disparate impact on female employees.
j. Sanofi-Aventis discriminatorily denies equal compensation to female employees.
k. Sanofi-Aventis engages in the discriminatory practice of advancing female employees more slowly than their male counterparts.
l. Sanofi-Aventis fails to prevent sexual harassment targeted at female employees by male managers.
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m. Sanofi-Aventis relies upon subjective criteria, including managerial discretion in performance evaluations, territory assignments, training, and pay and promotional decisions.
n. Sanofi-Aventis selectively and disproportionally disciplines and punishes women for minor infractions. 21. Because of the Defendant’s systemic pattern and practice of gender discrimination, Plaintiffs and the class they seek to represent have been adversely affected and have experienced harm, including loss of compensation, wages, back pay, and employment benefits. This pattern and practice of gender discrimination includes: being denied promotions in favor of equally or less qualified male employees; receiving lower performance appraisals for performing the same work at the same level as male employees; and being paid less than similarly situated male employees. 22. Class Representatives and class members have no plain, adequate, or complete remedy at law to redress the rampant and pervasive wrongs alleged herein; this suit is their only means of securing adequate relief. Class Representatives and class members are now suffering irreparable injury from Sanofi-Aventis’s unlawful policies, practices, and/or procedures as set forth herein, and will continue to suffer unless those policies, practices, and/or procedures are enjoined by this Court. VI. CLASS ACTION ALLEGATIONS A. Class Definition 23. Class Representatives seek to maintain claims on their own behalf and on behalf of a class of current and former Sanofi-Aventis employees. Plaintiffs are members of the class.
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24. The class consists of all female citizens of the United States who are, or have been, employed by Sanofi-Aventis in the United States at any time during the applicable liability period. Upon information and belief, there are hundreds, if not thousands, of members of the proposed class.
B. Efficiency of Class Prosecution of Common Claims 25. Certification of a class of female employees similarly situated to Plaintiffs is the most efficient and economical means of resolving the questions of law and fact which are common to the claims of Plaintiffs and the proposed class. Plaintiffs’ individual claims require resolution of the question of whether Sanofi-Aventis has engaged in a systemic pattern and/or practice of gender discrimination against female employees. Plaintiffs seek remedies to eliminate the adverse effects of such discrimination in their own lives, careers, and working conditions, and in the lives, careers, and working conditions of the proposed class members, as well as to prevent continued gender discrimination in the future. Plaintiffs have standing to seek such relief because of the adverse effect that such discrimination has had on them individually and on females generally. In order to gain relief for themselves, as well as for the proposed class members, Plaintiffs will first establish the existence of systemic gender discrimination. Without class certification, the same evidence and issues would be subject to re-litigation in a multitude of individual lawsuits with an attendant risk of inconsistent adjudications and conflicting obligations. Certification of the proposed class of females who have been affected by these common questions of law and fact is the most efficient and judicious means of presenting the evidence and arguments necessary to resolve such questions for Plaintiffs, the proposed class and Sanofi-Aventis.
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C. Numerosity and Impracticability of Joinder 26. The class that Class Representatives seek to represent is too numerous to make joinder practicable. The proposed class consists of hundreds, if not thousands, of current, former, and future female employees during the liability period. D. Common Questions of Law and Fact 27. The prosecution of Plaintiffs’ claims will require the adjudication of numerous questions of law and fact common to both her individual claims and those of the proposed class. The common questions of law include, inter alia: (a) whether Sanofi-Aventis has engaged in unlawful, systemic gender discrimination in its compensation, selection, promotion, advancement, transfer, training, and discipline policies, practices, and/or procedures, and in the general terms and conditions of work and employment; and (b) whether Sanofi-Aventis is liable for a continuing systemic violation of Title VII. 28. The common questions of fact would include, inter alia: whether, through its policies, practices and/or procedures: (a) Sanofi-Aventis has denied or delayed the promotion of females; (b) Sanofi-Aventis has precluded females from eligibility for promotions by denying them training that male employees are afforded; (c) Sanofi-Aventis has paid females less than comparable male employees; and (d) Sanofi-Aventis has engaged in a pattern and practice of failing to take prompt and effective action to remedy the gender discrimination in its workplace. 29. The employment policies, practices, and/or procedures to which Plaintiffs and the proposed class are or have been subjected are set at Sanofi-Aventis’s corporate level and apply universally to all class members throughout the country. These employment policies, practices, and/or procedures are not unique or limited to any department; rather, they apply to all
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departments, and, thus, affect Plaintiffs and proposed class members no matter the district, division, or position in which they work.
30. Discrimination in selection, promotion and advancement occurs as a pattern and practice throughout all levels and all divisions of Sanofi-Aventis. Selection, promotion, and advancement opportunities are driven by personal familiarity, subjective decision-making, preselection, and interaction between male managers, supervisors, and subordinates rather than by merit or equality of opportunity. As a result, male employees have advanced and continue to advance more rapidly to better and higher paying jobs than female employees.
31. Sanofi-Aventis’s policies, practices, and/or procedures have had an adverse impact on females seeking selection for, or advancement to, better and higher paying positions.
E. Typicality of Claims and Relief Sought 32. Class Representatives’ claims are typical of the claims of the proposed class. Plaintiffs assert claims in each of the categories of claims they assert on behalf of the proposed class. The relief sought by Plaintiffs for gender discrimination complained of herein is also typical of the relief which is sought on behalf of the proposed class. 33. Class Representatives, like the members of the proposed class, are female employees who have worked for the Defendant during the liability period. 34. Discrimination in selection, promotion, advancement, and training affects the Class Representatives and the proposed class members in similar ways. 35. Differential treatment between male and female employees occurs as a pattern and practice throughout all levels and departments of Sanofi-Aventis. Sanofi-Aventis’s predominantly male managers hold female employees, including both Class Representatives and class members, to stricter standards than male employees, and thus female employees often
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receive lower performance appraisals than do males for performing at the same level. Female employees are also disciplined, formally and informally, more frequently and severely than their male counterparts.
36. Class Representatives and other female employees have complained to SanofiAventis’s management and Human Resources about gender discrimination and a sexually hostile work environment. Company investigations into these complaints have been inadequate and/or superficial. Class Representatives and the class members have been affected in the same ways by Sanofi-Aventis’s failure to implement adequate procedures to detect, monitor, and correct this pattern and practice of discrimination.
37. Sanofi-Aventis has failed to create adequate incentives for its managers to comply with equal employment opportunity laws regarding each of the employment policies, practices, and/or procedures referenced in this Complaint, and has failed to adequately discipline its managers and other employees when they violate the anti-discrimination laws. These failures have affected Class Representatives and the class members in similar ways.
38. The relief necessary to remedy the claims of the Class Representatives is exactly the same as that necessary to remedy the claims of the proposed class in this case. Class Representatives seek the following relief for their individual claims and for those of the members of the proposed class: (a) a declaratory judgment that Sanofi-Aventis has engaged in systemic gender discrimination against female employees by limiting their ability to be promoted to better and higher paying positions, limiting their employment opportunities to lower and less desirable classifications, limiting their training and transfer opportunities, exposing them to differential treatment, subjecting them to gender hostility at work, subjecting them to sexual harassment and a sexually hostile work environment, and retaliating against them for complaining about the
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gender discrimination to which they are subjected; (b) a permanent injunction against such continuing discriminatory conduct; (c) injunctive relief which effects a restructuring of SanofiAventis’s promotion, transfer, training, performance evaluation, compensation, work environment, and discipline policies, practices, and/or procedures so that females will be able to compete fairly in the future for promotions, transfers, and assignments to better and higher paying classifications with terms and conditions of employment traditionally enjoyed by male employees; (d) equitable relief which effects a restructuring of the Sanofi-Aventis workforce so that females are promoted into higher and better paying classifications than they would have held in the absence of Sanofi-Aventis’s past gender discrimination; (e) back pay, front pay, and other equitable remedies necessary to make female employees whole from Defendant’s past discrimination; (f) compensatory damages; (g) punitive and nominal damages to prevent and deter Sanofi-Aventis from engaging in similar discriminatory practices in the future; and (h) attorneys’ fees, costs, and expenses.
F. Adequacy of Representation 39. Class Representatives’ interests are co-extensive with those of the members of the class that they seek to represent in this case. Class Representatives seek to remedy SanofiAventis’s discriminatory employment policies, practices, and/or procedures so that females will no longer be prevented from advancing into higher paying and more desirable positions, will not receive disparate pay and differential treatment, will not be subjected to gender hostility and sexual harassment at work, and will not be retaliated against for speaking out against gender discrimination and harassment. Class Representatives are willing and able to represent the proposed class fairly and vigorously as they pursue their individual claims in this action. Class Representatives have retained counsel who are qualified, experienced and able to conduct this
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litigation, and to meet the time and fiscal demands required to litigate an employment discrimination class action of this size and complexity. The combined interests, experience and resources of Class Representatives and their counsel to litigate competently the individual and class claims at issue in this case clearly satisfy the adequacy of representation requirement of Fed.R.Civ.P. 23(a)(4).
G. Requirements of Rule 23(b)(2) 40. Sanofi-Aventis has acted on grounds generally applicable to Class Representatives and the proposed class by adopting and following systemic policies, practices, and/or procedures that are discriminatory on the basis of gender. Gender discrimination is Sanofi-Aventis’s standard operating procedure rather than a sporadic occurrence. SanofiAventis has refused to act on grounds generally applicable to the class by, inter alia, refusing to adopt and apply selection, promotion, training, performance evaluation, compensation, and discipline policies, practices, and/or procedures that do not have a disparate impact on, or otherwise systemically discriminate against, female employees. Sanofi-Aventis’s systemic discrimination and refusal to act on grounds that are not discriminatory have made appropriate the requested final injunctive and declaratory relief with respect to the class as a whole. 41. Injunctive and declaratory relief are the predominant relief sought in this case because they are the culmination of the proof of Sanofi-Aventis’s individual and class-wide liability at the end of Stage I of a bifurcated trial. In addition, injunctive and declaratory relief are the essential predicate for Class Representatives’ and class members’ entitlement to monetary and non-monetary remedies at Stage II of such trial. Declaratory and injunctive relief flow directly and automatically from proof of the common questions of law and fact regarding the existence of systemic gender discrimination against female employees at Sanofi-Aventis.
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Declaratory and injunctive relief are the factual and legal predicates for Class Representatives’ and the class members’ entitlement to monetary and non-monetary remedies for individual losses caused by, and for exemplary purposes necessitated by, such systemic discrimination.
H. Requirements of Rule 23(b)(3) 42. The common issues of fact and law affecting the claims of Class Representatives and proposed class members, including, but not limited to, the common issues identified in Subsection D above, predominate over any issues affecting only individual claims. 43. A class action is superior to other available means for the fair and efficient adjudication of the claims of Class Representatives and members of the proposed class. 44. The cost of proving Sanofi-Aventis’s pattern and practice of discrimination makes it impracticable for Class Representatives and members of the proposed class to pursue their claims individually. VII. ALLEGATIONS OF THE CLASS REPRESENTATIVES A. KAREN BELLIFEMINE
Background 45. Class Representative Karen Bellifemine (“Ms. Bellifemine”) was hired by Sanofi-Aventis in approximately July 1995 as a Primary Care Sales Representative. Over the next twelve years, Ms. Bellifemine held a variety of positions at Sanofi-Aventis in New York and New Jersey. Ms. Bellifemine became a Senior Primary Care Sales Representative in approximately 1996. In approximately 1998, Ms. Bellifemine became a Hospital Representative, and in approximately 2003, Ms. Bellifemine became a Senior Cardiovascular Specialty Sales Representative. Ms. Bellifemine went on medical leave in approximately March 2006 and returned to her Senior Cardiovascular Specialty Sales Representative position in January 2007.
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During her tenure, Ms. Bellifemine has endured denials of promotion, disparate pay, differential treatment and a hostile work environment, sexual harassment, and retaliation. Ms. Bellifemine filed a Class-wide EEOC Charge of gender discrimination on or about March 8, 2006, in which she complained about the gender discrimination she and other females have experienced at Sanofi-Aventis.
Denials of Promotion 46. Despite excellent performance, Ms. Bellifemine faced consistent denials of promotion. Ms. Bellifemine began receiving sales awards in February 1996, when she was awarded the Keftab Travel Award. The Keftab Travel Award was given to the top ten percent of the sales force for increasing the sales and market share of Keftab, a Sanofi-Aventis product. Ms. Bellifemine received a Regional Sales Award in February 2003, awarded to her for her position in the top ten percent of the entire U.S. sales force for all Sanofi-Aventis products sold in the 2002 calendar year. In February 2004, Ms. Bellifemine was named to the Winners Circle for placing in the top five percent of the U.S. sales force for the 2003 calendar year. 47. From approximately October 2001 to approximately December 2003, Ms. Bellifemine was assigned to the Hackensack, New Jersey hospital territory. It was while working in Hackensack that Ms. Bellifemine attained Winners Circle recognition, and she was instrumental in helping her territory achieve a high national ranking. However, instead of rewarding Ms. Bellifemine for her achievement, Sanofi-Aventis assigned Ms. Bellifemine’s high-performing hospital territory to a male Sales Representative, Todd Mikolajczk, to groom him for a promotion. Mr. Mikolajczk was promoted to the position of Metabolism Sales Manager in approximately January 2005, even though the sales ranking of the Hackensack
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territory had declined during his tenure. Ms. Bellifemine has not been given the opportunity to become a manager.
48. In May 2005, Ms. Bellifemine applied for a promotion as a Hospital Sales Representative for two open territories in Hackensack, New Jersey. Ms. Bellifemine was denied both positions. Both of these positions were given to male employees, Dominick Miglizza and Daryl Macellaro.
49. In approximately June of 2006, Ms. Bellifemine requested a transfer to another position. On or about July 11, 2005, the request was denied by the Regional Director Paul Spence.
50. From October 2005 to December 2005, Ms. Bellifemine repeatedly contacted Sanofi-Aventis’s Training Department and requested to participate in an in-house preceptorship training to become a sales trainer. The training forum, Sanofi City, enables experienced sales representatives to work with newly hired sales representatives in the corporate training facility in Bridgewater, New Jersey. Ms. Bellifemine’s supervisor, District Manager Jeff Kotkin, strongly discouraged her from pursuing her interest in becoming a trainer. Manager Kotkin also directed Ms. Bellifemine not to contact anyone in the sales training department, telling her that any further contact would result in “serious consequences.” Manager Kotkin also directed Ms. Bellifemine to copy him on any emails and voice mails she sent to Sanofi-Aventis employees.
51. As alleged herein, Ms. Bellifemine and the class of female representatives have been disparately impacted by Sanofi-Aventis’s policy of requiring managerial approval to apply for promotions.
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Disparate Pay 52. Ms. Bellifemine has been subjected to Sanofi-Aventis’s practice of discriminatorily paying female employees unequal compensation. 53. Upon information and belief, Ms. Bellifemine received a lower raise in 2005 than similarly situated male employees. 54. Despite her exemplary sales record for the calendar years of 2002 and 2003, which enabled her to receive major sales awards for both years, Ms. Bellifemine’s manager, Manager Kotkin, gave her only a three percent raise in salary in approximately April 2005. Concurrently, Manager Kotkin gave two male employees, Keith LeSueur and Oscar Velez, higher raises of four percent. However, upon information and belief, Ms. Bellifemine’s sales results were better than those of the two male coworkers. 55. Ms. Bellifemine has been denied a merit-based raise for the past two years, despite her excellent sales performance. She was ranked #1 in her region for the sales year through the end of June 2007, and #3 in the region through the end of September 2007.
Differential Terms and Conditions of Employment 56. Ms. Bellifemine is held to a higher standard than male coworkers at SanofiAventis. Upon information and belief, Ms. Bellifemine’s managers discriminated against her in the terms and conditions of her employment by disciplining her more harshly than male employees. In approximately January 2005, District Sales Manager Jeff Kotkin lost his temper and tried to force Ms. Bellifemine to admit to false accusations about her expense reports. 57. Manager Kotkin’s abusive behavior was acute on days when he and Ms. Bellifemine worked together one-on-one in a car, visiting various doctors’ offices.
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B. AMY ZEOLI Background
58. Class Representative Amy Zeoli (“Ms. Zeoli”) was hired by Sanofi-Aventis in approximately early 2001 as a Senior Sales Representative. Over the next five years, Ms. Zeoli continued to perform her duties as a Senior Sales Representative while also serving as a sales trainer and sitting on the Plavix Marketing Board and the Office Based Specialty Sales Board. Ms. Zeoli quit her employment with Sanofi-Aventis in approximately March 2006 when it became apparent that she would not receive the promotion to a managerial position that she desired.
Denials of Promotion 59. Despite outstanding performance, Ms. Zeoli faced consistent denials of promotion. Ms. Zeoli began receiving sales awards almost from the moment she began her employment at Sanofi-Aventis, earning an expenses-paid vacation for placing within the top seven percent of sales representatives in her region in 2001, her very first year on the job. Ms. Zeoli went on to win the same award in 2002, 2003, and 2004. In addition, 2002 saw Ms. Zeoli win her region’s Rookie of the Year award as well as a Certificate of Excellence for her excellent sales numbers. By the end of her tenure at Sanofi-Aventis, Ms. Zeoli was training new sales representatives, a task demonstrative of her strong sales skills. 60. In addition, Ms. Zeoli was selected to participate in a Management Development Program designed to train Sales Representatives for managerial positions. Participating Sales Representatives were guaranteed managerial job interviews upon completion with the understanding that they were preferred candidates. Despite completing the program successfully, Ms. Zeoli was denied advancement to the managerial positions she had been
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promised, while her male counterparts were deemed eligible for management positions well before having completed the Program.
61. Although Ms. Zeoli had excellent sales numbers, she was continually denied promotions into managerial positions to which she applied and for which she was well qualified. Specifically, Ms. Zeoli applied for three different open district manager positions in approximately 2004 and 2005 – one each in the states of New Jersey, Pennsylvania, and Connecticut. Ms. Zeoli was awarded none of these three positions. Regional Sales Manager Holly May, the hiring manager for the district manager position in the Sanofi-Aventis’s Connecticut territory, informed Ms. Zeoli, contradicting company regulations, that because Ms. Zeoli resided in the state of Connecticut, she was disqualified from being a district manager in the state.
62. Although Ms. Zeoli was a perpetual candidate for new managerial openings, she was never selected for a promotion. On or about July 14 and 15, 2005, Ms. Zeoli, along with one other female and ten males, was selected to attend a session at the company’s “Management Development Assessor Center” in Richmond, Virginia. During the program, Ms. Zeoli met with a psychological consultant hired by Sanofi-Aventis to help determine if potential applicants would make for effective managers. During her session, the consultant, Andrea Brown, told Ms. Zeoli that she was “too pretty and young” and therefore would not be taken seriously as a manager. The consultant’s assessment of Ms. Zeoli’s potential contradicted her excellent score on the program’s tests.
63. Shortly after Ms. Zeoli quit her employment at Sanofi-Aventis in approximately March 2006, her former co-worker Sales Representative Hilary Jackson quit Sanofi-Aventis as
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well. Ms. Jackson later told Ms. Zeoli that one of the reasons she gave during her exit interview for leaving the company was Ms. Zeoli’s failure to get promoted to a managerial position.
Disparate Pay 64. Upon information and belief, Ms. Zeoli has been subjected to Sanofi-Aventis’s practice of discriminatorily denying equal compensation to female employees. Ms. Zeoli received a lower rate of pay than similarly situated male employees from approximately 2002 until she left the company in 2006. 65. Ms. Zeoli began her employment at Sanofi-Aventis earning a salary of approximately $58,000 per year. At the time she left the company in approximately March 2006, after winning numerous sales awards and serving as a sales trainer in her district, Ms. Zeoli was earning a base salary of approximately $71,000 per year. However, upon information and belief, Sanofi-Aventis hired males with starting salaries greater than $80,000. In addition, several males were promoted to managerial positions within less than a year of their hire, even though company regulations stipulate that one must be employed by Sanofi-Aventis for a minimum of 18 months prior to being promoted to a managerial position Thus, Ms. Zeoli was subjected to Sanofi-Aventis’s discriminatory practice of selectively promoting men by creating a loophole to help favored male applicants circumvent the minimum 18-month requirement. 66. During a field ride with Manager Joseph in approximately March of 2005, Ms. Zeoli inquired about the possibility of a merit increase based on her outstanding performance. Manager Joseph replied that Ms. Zeoli’s husband was an attorney, and therefore “must make money.”
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Differential Terms and Conditions of Employment 67. Ms. Zeoli was subjected to different terms and conditions of employment, disciplined more harshly, and held to a higher standard than male coworkers by District Manager Steve Joseph. On more than one occasion Manager Joseph would post negative things about Ms. Zeoli on Cafepharma, an industry blog, in an effort to keep her from the management track. Ms. Zeoli’s colleagues shared with her that he was responsible for the anonymous posts, and when Ms. Zeoli asked Manager Joseph about her suspicions and mentioned she was going to file a complaint against him, the posts stopped. After this incident, Ms. Zeoli’s husband, an attorney, wrote a letter to Manager Joseph’s superior, Regional Sales Manager Holly May, but SanofiAventis took no action against him. 68. In addition, as part of his job, Manager Joseph would make a number of sales calls a year with each representative in the district. Despite her excellent sales numbers and the fact that at this point Ms. Zeoli was in charge of training new sales representatives, Manager Joseph berated her throughout the ride-alongs, criticizing all of the sales tactics that had enabled Ms. Zeoli to be so successful. Manager Joseph berated Ms. Zeoli to the point that she would get physically ill. On several occasions, Ms. Zeoli experienced anxiety attacks and consulted with Dr. Mark Mankus who prescribed an anti-anxiety medication for Ms. Zeoli to take prior to her interactions with Manager Joseph. 69. In approximately January 2005, Ms. Zeoli was involved in a car accident and was forced to take disability leave to recuperate from her injuries. During her absence, Manager Joseph called Ms. Zeoli repeatedly on the telephone, telling Ms. Zeoli and her colleagues that he could give her job to someone else. The calls continued until a representative from Occupational Health informed Manager Joseph that he was not to call Ms. Zeoli during her medical leave.
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C. MICHELLE POPA Background
70. Class Representative Michelle Popa (“Ms. Popa”) was hired by Sanofi-Aventis in approximately November 2003 as a Sales Representative in the East Fort Lauderdale district. During her tenure, Ms. Popa endured denials of promotion and disparate pay. Ms. Popa quit her employment with Sanofi-Aventis in approximately January 2007 when it became apparent that she would not receive the promotion to a managerial position that she desired.
Denials of Promotion 71. Despite excellent performance, Ms. Popa faced consistent denials of promotion. When Ms. Popa was hired by Sanofi-Aventis in approximately November 2003, the sales representative whom she was replacing was ranked approximately 465 out of 500 nationally in his product line. Ms. Popa quickly proved integral in improving her traditionally underperforming district. In 2005, Ms. Popa earned the “Jewelry Award” for placing in approximately the top 20 percent of sales representatives nationwide. Ms. Popa shortly became a favorite of the physicians with whom she worked, once drawing approximately 65 doctors to a dinner program she ran. Many of the physicians had her cell phone number and some of them wrote her letters of recommendation after she quit her employment at Sanofi-Aventis. In addition to her outstanding sales numbers and her favorable relationships with many physicians, Ms. Popa held both a Bachelor’s and a Master’s degree. Despite Ms. Popa’s excellent qualifications, she was continually denied promotional opportunities. 72. For example, in approximately February 2006, Ms. Popa was selected for an interview for an open Hospital Sales Representative position in Raleigh-Durham, North Carolina. Ms. Popa was interested in the position not only because it represented a promotion,
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but also because her husband had job opportunities in the Raleigh-Durham area. Ms. Popa readied all of her application materials, but when she arrived at the interview, the hiring manager, a male, name unknown, was not there and never arrived to perform the interview. Instead, without previously apologizing for having not attended the scheduled interview, the hiring manager telephoned Ms. Popa at home at around 7:00 in the evening. He proceeded to conduct the interview while her children were in the background. Ms. Popa was later informed that, despite her qualifications, she was not selected for the position.
73. On another occasion, in approximately spring 2006, Ms Popa applied for an open Hospital Sales Representative position in the Fort Lauderdale area. Ms. Popa interviewed with District Manager Drew Diaz and then twice with Sales Representative Lisa Capinella, with whom Ms. Popa had previously worked. During these interviews, Ms. Capinella inappropriately asked Ms. Popa, the mother of five children, how her children would get to school and who would take care of them if she were given the Hospital Sales Representative position and the heightened responsibility that would come with it. Subsequent to her interviews with Ms. Capinella, Manager Diaz set up an 8:00 a.m. interview for Ms. Popa with the district manager in Orlando, a three-hour drive from Fort Lauderdale. Ms. Popa found this to be outrageous; a District Manager in Orlando would have no relationship with a Hospital Sales Representative in Fort Lauderdale. During the interview with the male Orlando District Manager, name unknown, he repeatedly insinuated that the promotion represented a big life change for Ms. Popa and that it would be hard on her family. Following the interview, Ms. Popa never heard back from anyone regarding whether she would be given the job.
74. On yet another occasion, in approximately summer 2006, Ms. Popa applied for an Office Based Specialty position in Fort Lauderdale. The day that the hiring manager, Carlos
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Diaz, called her regarding her application, Ms. Popa was taking a vacation day. Manager Diaz told Ms. Popa that she would have to come in to interview that very day, regardless of whether she was taking a vacation day. Ms. Popa went to the interview on short notice and was not given the job. Instead, the position was given to a male candidate from outside of her region, Sales Representative LeTerrance LNU, who had to relocate to begin the job. Ms. Popa would not have had to relocate for the position, but was nevertheless not given the promotion for which she was well qualified. Ms. Popa later learned that LeTerrance was a close personal friend of the Regional Manager of the Fort Lauderdale territory, ReShay Abduhac.
Disparate Pay 75. Upon information and belief, Ms. Popa was subjected to Sanofi-Aventis’s discriminatory practice of denying females equal compensation. Throughout her tenure, Ms. Popa received a lower rate of pay than similarly situated male employees. 76. At one point during her employment with Sanofi-Aventis, Ms. Popa was earning a base salary of approximately $51,000 per year while the males on her team were earning approximately $70,000. This pay discrepancy belied the fact that Ms. Popa had attained a Master’s degree while most of her male co-workers had not. Ms. Popa was never given a raise of more than three percent, a grievance which she addressed both to Juan Ledesma and to Chris Edwards, the two individuals who served as Ms. Popa’s district managers during her tenure.

D.

NANCY BEANEY

Background

77. Class Representative Nancy Beaney (“Ms. Beaney”) was hired by Sanofi-

Aventis in approximately April 1991 as a part-time Primary Care Sales Representative, and the

position became full-time in approximately July of 1996. Over the next eleven years, Ms.

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Beaney held a variety of positions at Sanofi-Aventis in Texas. Ms. Beaney became a Cardiovascular Sales Consultant in approximately August of 1997. In approximately September of 1998, Ms. Beaney became a Senior Primary Care Sales Associate, and in approximately December of 2000, she was promoted to an Executive Primary Care Sales Associate. In 2005, Ms. Beaney transferred to a Senior Specialty CNS Sales Representative Position, and she remains in that position. During her tenure, Ms. Beaney has endured denials of promotion, disparate pay, differential treatment and a hostile work environment.
Denials of Promotion 78. Despite her outstanding performance, Ms. Beaney has faced constant denials of promotion. Ms. Beaney has been the recipient of numerous awards while at Sanofi-Aventis, including the Sanofi-Aventis Ring, given to the top 25% of the sales force, and the Sales Associate of the Year award for 2003 and 2004. Ms. Beaney has been recognized not only for her exceptional sales numbers, but also for her positive attitude and commitment to her team, receiving several district accolades such as the Extra Mile Award, the Lightning Bolt of the Quarter Award and the Meeting MVP award. 79. Ms. Beaney first expressed an interest in a management role in 1998, when she attended a Career Development Center seminar, which provided an independent assessment of a management candidate’s skills and suitability. Ms. Beaney’s score and feedback were the highest in the region, and in 1999 she was promoted to a Management Development Associate. However, despite interviewing for numerous management positions in the following years, she was not offered a promotion. 80. Although Ms. Beaney had stellar sales numbers, she was continually denied promotions into managerial positions to which she applied and for which she was well qualified.
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Specifically, in May of 2006, Ms. Beaney’s former manager, Mike Cooper, approached her about a District Sales Manager (“DSM”) vacancy in Dallas. However, when Ms. Beaney tried to discuss the position with her male manager, Regional Sales Director Tracy Dahms (“Director Dahms”) informed her that he could not support her in her application.
81. In July of 2006, Ms. Beaney interviewed with Hiring Manager Mike Doherty (“Manager Doherty”) for the Dallas DSM position. From approximately August 2006 until approximately November 2006, Ms. Beaney became the interim District Sales Manager for her district.
82. In August of 2006, Ms. Beaney interviewed with Area Vice President Mike Cahill for the Dallas DSM position. Ms. Beaney was told on a Friday in approximately August of 2006 that she would be promoted to the Dallas District Sales Manager position. The following Monday, she received the news that, due to a hiring freeze, the position could not be filled at the time. However, once the hiring freeze was lifted in November of 2006, Manager Doherty informed Ms. Beaney that she no longer had the District Sales Manager position. A male was being brought back from a West Texas District to fill the spot, despite the excellent reviews that Ms. Beaney received for her performance as interim DSM.
83. In addition, in approximately January of 2007, Ms. Beaney received an email regarding an opening for a Dermik Aesthetics Regional Sales Manager position. The email stated that Sanofi-Aventis had a “strong desire to look at female and minority candidates.” Ms. Beaney received an outstanding recommendation from Manager Doherty, who stated that he “wish[ed] she would wait until [Manager Doherty had] an opening, but she is too good to not consider now.”
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84. Ms. Beaney completed the online application and e-mailed her resume to Human Resources Manager Lisa Craven on or about January 18, 2007. She received an automated email response on or about January 21, 2007 indicating that she was not selected for the position, without an interview. In addition, she did not receive a response from Human Resources. The job was ultimately given to Reginald Gateway, a male who left Plavix Marketing in the home office in New Jersey to take the position – yet another instance of Defendant’s practice of hiring male candidates over equally qualified female candidates.
85. In March of 2007, Ms. Beaney applied for a District Manager position with Sanofi-Pasteur, but did not receive any feedback regarding her status.
86. In October of 2007, Ms. Beaney applied for an open Dallas District Sales Manager Position. She was once again rejected without an interview in approximately November of 2007, despite having been told on numerous occasions that she would be ideal for a District Sales Manager position and receiving nothing but positive feedback. The position was given to Sean Johnson, a male who transferred from West Texas.
Disparate Pay 87. Upon information and belief, Ms. Beaney was subjected to Sanofi-Aventis’s practice of denying females equal compensation and received a lower rate of pay than similarly situated male counterparts from 2005 until the present. 88. In 2005, when Ms. Beaney transferred from a primary care sales team to a CNS Specialty Position, she did not receive the accompanying 4-6% raise that was typical for Specialty positions. Instead, Ms. Beaney was given a lump sum, which ensured that she would have a lower base salary than comparably situated males. In addition, Ms. Beaney lost her Executive Sales ranking, placing her in a lower salary range.
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89. Despite her exceptional performance, Ms. Beaney’s Executive Sales level was not reinstated. In 2006, Director Dahms instituted a “Bars Chart” which outlined the skills necessary for a sales level promotion. Although Ms. Beaney’s Manager, John Bodnar (“Manager Bodnar”) rated her skills as appropriate for a promotion, her title and salary remained unchanged.
90. In February of 2007, Ms. Beaney again asked management about returning to Executive level. She was told, however, that Executive level promotions are only for “career sales” professionals, and because Ms. Beaney had expressed an interest in Management, she was no longer eligible for an Executive level position, or the accompanying raise, despite having held such a title before.
91. In September of 2007, during her mid-year review with Manager Bodnar, Ms. Beaney yet again discussed advancement to an executive sales level. Manager Bodnar stated that Director Dahms had made the decision that she would not be allowed to enter the Executive sales level despite her qualifications. Even after Director Dahms subsequently left SanofiAventis, there was no mention of any change in Ms. Beaney’s title.
E. JENNIFER STORM Background
92. Class Representative Jennifer Storm (“Ms. Storm”) was hired by SanofiAventis in approximately September 2003 as a Sales Representative in the Cleveland region. During her tenure, Ms. Storm endured denials of promotion and disparate pay. Ms. Storm quit her employment with Sanofi-Aventis in approximately July 2007 when it became apparent that she would not receive the promotion to the senior position that she desired.
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Denials of Promotion 93. Despite her exceptional performance, Ms. Storm was constantly denied promotions to better paying positions. Ms. Storm earned several awards as a sales representative, including the Top Primary Care Professional in her region for 2007, and was a member of the Plavix sales team ranked number one in the nation. In addition, Ms. Storm met and often exceeded all her sales quotas, and received positive feedback from her regional manager. Despite her excellent sales record, however, Ms. Storm was not considered for promotional opportunities, and constantly denied advancement in favor of male colleagues. 94. For example, in early 2006, during the year-end review process for the 2005 sales year, Ms. Storm expressed an interest in a Senior Sales Representative position to her manager, Allan Krol (“Manager Krol”). Manager Krol then proceeded to give Ms. Storm a “below expectations” year-end review, completely disregarding her outstanding sales record and her past performance. The negative review caused Ms. Storm to be ineligible for the promotion, which was given to a male, Jim Swager. 95. Ms. Storm petitioned for a review of Manager Krol’s evaluation. However, her request was ignored, despite company policy stating that management must review evaluations in response to employee petitions. 96. In addition, Ms. Storm was often discouraged from applying to positions by her male managers. When a District Trainer position opened in the spring of 2006, Ms. Storm expressed her interest to Manager Krol and asked about the application process. Manager Krol told her that she would have to write a letter to him, but not to bother because she would be wasting her time, since he would not consider her for the position. The position was eventually given to a male.
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97. In early 2007, Ms. Storm once again expressed interest in becoming a Senior Sales Representative, but was once again denied. Ms. Storm had received a positive review for the year of 2006, but she was not even considered for the position. Todd Means, a male, was promoted instead. When she expressed her frustration to Regional Manager Bill Dowell (“Manager Dowell”), she was informed that she would not be considered for the promotion because of the earlier negative review given by Manager Krol.
Disparate Pay 98. Upon information and belief, Ms. Storm was subjected to Sanofi-Aventis’s discriminatory practice of denying females equal compensation. Throughout her tenure, Ms. Storm received a lower rate of pay than similarly situated male employees. 99. Specifically, Todd Means, Ms. Storm’s male partner, performed a job identical to Ms. Storm’s, but earned a higher salary. 100. In addition, Manager Krol’s negative review in 2006 prevented Ms. Storm from receiving an annual salary increase. When she did receive an increase in 2007, it was calculated based on her low base salary, and was therefore substantially less than the increases received by her male colleagues.
Differential Terms and Conditions of Employment 101. Ms. Storm was held to a higher standard than male coworkers at Sanofi-Aventis. Specifically, when Allan Krol became her District Manager in 2005, he immediately began to make discriminatory comments about her and subjected her to different terms and conditions of employment than male employees. 102. During Ms. Storm’s very first ride-along with Manager Krol in 2005, he told her he never would have hired her, and that she should have been a nurse instead of a Sales
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Representative. During subsequent sales rides, Manager Krol continued to criticize Ms. Storm’s career choice, even though her performance was excellent. Ms. Storm was the only woman in a pod of four sales representatives, and Manager Krol directed his comments solely to her. VIII. INDIVIDUAL ALLEGATIONS OF THE PLAINTIFFS
A. KAREN BELLIFEMINE Retaliation
103. Defendant Sanofi-Aventis retaliated against Ms. Bellifemine by refusing to promote her or transfer her after she reported Manager Kotkin’s gender discrimination and harassment.
104. Ms. Bellifemine reported Manager Kotkin’s wrongful conduct three times between June 2005 and February 2006 to Human Resources at Sanofi-Aventis. Because of Ms. Bellifemine’s complaints to Human Resources, Manager Kotkin retaliated against her.
105. On or about June 9 and 10, 2005, Ms. Bellifemine documented Manager Kotkin’s inappropriate behavior in emails she sent to Kevin Phox in Human Resources. She then requested a transfer to another position. On or about July 11, 2005, the request was denied by the Regional Director Paul Spencer.
106. In approximately December 2005, Manager Kotkin falsely accused Ms. Bellifemine of having poor relationships with certain customers and poor communication skills. On or about January 8, 2006, Ms. Bellifemine sent an email to Kevin Phox in Human Resources to report that Manager Kotkin had retaliated against her for reporting him to Human Resources several times. Ms. Bellifemine explained to Mr. Phox that Manager Kotkin had documented his accusations against her in a memo dated December 22, 2005. In addition to the false accusations
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concerning Ms. Bellifemine’s job performance, Manager Kotkin’s memo suggested Human Resources investigate his claims in what he termed a “360 evaluation” of Ms. Bellifemine.
107. Because Ms. Bellifemine had filed a Human Resources complaint against him, Manager Kotkin prevented her from receiving a promotion to the position of sales trainer. From October 2005 to December 2005, Ms. Bellifemine repeatedly contacted Sanofi-Aventis’s Training Department and requested to participate in an in-house preceptorship training to become a sales trainer. The training forum, Sanofi City, enables experienced sales representatives to work with newly hired sales representatives in the corporate training facility in Bridgewater, New Jersey. Ms. Bellifemine’s supervisor, District Manager Jeff Kotkin, strongly discouraged her from pursuing her interest in becoming a trainer. Manager Kotkin also directed Ms. Bellifemine not to contact anyone in the sales training department, telling her that any further contact would result in “serious consequences.” Manager Kotkin also directed Ms. Bellifemine to copy him on any emails and voice mails she sent to Sanofi-Aventis employees
108. On or about January 8, 2006, Ms. Bellifemine notified Human Resources and complained about Manager Kotkin for his harassing and hostile behavior toward her and other women. In her complaint to Human Resources, Ms. Bellifemine stated that Manager Kotkin was retaliating against her by falsely accusing her and by threatening to harm her reputation at work.
109. Ms. Bellifemine took medical leave in approximately March 2006. From approximately June 2006 to approximately October 2006, Sanofi-Aventis Human Resources continued to harass Ms. Bellifemine, denying her disability. On October 1, 2006, Ms. Bellifemine was threatened with termination if she did not return to work, even though her doctor had stated that she was not physically ready.
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110. During Ms. Bellifemine’s Workers’ Compensation Hearing on January 9, 2007, Senior Director of Human Resources Kelly Byrne testified that Sanofi-Aventis maintained a “Green File” on Ms. Bellifemine. Included in this “Green File” are documents written by Manager Kotkin falsely accusing Ms. Bellifemine of creating poor relationships with key SanofiAventis physician-customers. On or about January 24, 2007, Ms. Bellifemine sent rebuttal letters to Ms. Byrne written by these same key physician-customers, demonstrating that Manager Kotkin’s intent was to falsely document Ms. Bellifemine’s performance, and to harass and intimidate her. On numerous occasions Ms. Bellifemine requested Mr. Phox and Ms. Byrne to investigate false accusations generated by Manager Kotkin, but a proper investigation was never conducted by the Sanofi-Aventis Human Resources Department.
Hostile Work Environment and Sexual Harassment 111. Ms. Bellifemine endured a sexually charged work environment and was subjected to an ongoing pattern and practice of discrimination as well as a sexually hostile work environment by her managers and Defendant Sanofi-Aventis failed to take action to prevent such harassment. 112. For example, in 2005, a sexually explicit email sent by Manager Kotkin and mentioning Sales Representative Wendy Schwartz quickly circulated around the division and was received by several employees, including Ms. Bellifemine. Manager Kotkin further acceded that the email originated in upper management. Ms. Schwartz brought the email to the attention of Human Resources in approximately June 2005, in conjunction with Ms. Bellifemine’s complaints. 113. The sexual harassment and hostile work environment was so pervasive that even male employees reported the conduct to Human Resources. Representative Scott Brick was
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disgusted by sexually explicit language used to describe his female coworkers. Mr. Brick contacted Sanofi-Aventis Human Resources after leaving the company in approximately June 2005 in support of the sexual harassment claims made by Ms. Bellifemine and two of her female coworkers.
B. AMY ZEOLI Hostile Work Environment and Sexual Harassment
114. While at Sanofi-Aventis, Ms. Zeoli was subjected to sexual harassment from District Manager Steve Joseph. After Manager Joseph became district manager, he quickly fostered a sexually charged work atmosphere. Ms. Zeoli was the only female present on her team of eight sales representatives. During meetings, Ms. Zeoli’s co-workers would habitually make lewd comments about Ms. Zeoli’s breasts as well as other misogynistic slurs. Regardless of the inappropriateness of the comments, Manager Joseph never reprimanded any of the males on Ms. Zeoli’s team.
115. In addition, at a company holiday party in approximately December 2005, Manager Joseph uttered sexist comments concerning Sales Representative Kristen Peake to several of her team members. Manager Joseph had harassed Ms. Peake, one of Ms. Zeoli’s colleagues in her sales district, throughout her pregnancy that year. Ms. Zeoli spoke with Manager Joseph’s superior, Regional Sales Manager Holly May, and told her of specific discriminatory incidents involving Manager Joseph. However, Ms. May told Ms. Zeoli that she “would not support” Ms. Zeoli if Ms. Zeoli brought these claims to Human Resources. The only change that came from Ms. Zeoli’s conversation with Ms. May was that Manager Joseph never again went on a ride-along with Ms. Zeoli.
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C. JENNIFER STORM Retaliation
116. Sanofi-Aventis retaliated against Ms. Storm by preventing her from obtaining promotions and advancement and by subjecting her to disparate terms and conditions of employment.
117. Ms. Storm repeatedly called Human Resources in approximately March 2006 to complain about the hostile work environment she was enduring, and she asked that her complaints be kept private. Ms. Storm was told by the human resources representative that if Manager Krol’s behavior continued to be hostile, the company would consider it to be retaliatory.
118. However, despite Ms. Storm’s request for privacy, Human Resources contacted Ms. Storm’s regional manager, who in turn informed Manager Krol of Ms. Storm’s complaints.
119. In the spring of 2006, Ms. Storm approached Manager Krol about applying to a District Trainer position, but Manager Krol told her not to bother because she would not get the position.
120. In approximately June 2006, Manager Krol scheduled a meeting with Ms. Storm. During the meeting, Manager Krol showed Ms. Storm a print-out of the comments she had made about him to Human Resource, and immediately began to accuse her of inaccurately reporting her call activity. Manager Krol’s conduct was so abrasive that at the end of the meeting, Ms. Storm informed him she was not comfortable meeting him without a third party present.
121. After the meeting, Ms. Storm told Regional Manager Bill Dowell about Manager Kroll’s attitude. Despite Ms. Storm’s complaint, Manager Kroll continued to threaten and criticize her.
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D. SUE SULLIVAN Background
122. Individual Plaintiff Sue Sullivan (“Ms. Sullivan”) was hired by Sanofi-Aventis in approximately October 2002 as a Medical Center Specialist. Ms. Sullivan became a Senior Hospital Account Specialist in 2004 and a CNS Representative in 2005, a position she held until approximately July 2006 when she resigned after being subjected to sexual harassment. During her tenure, Ms. Sullivan endured differential treatment, a hostile work environment, and sexual harassment.
Hostile Work Environment and Sexual Harassment 123. Ms. Sullivan was forced to endure a sexually charged work environment. For example, during the sales calls in which District Manager Frank Garay (“Manager Garay”) accompanied Ms. Sullivan, he would often use sexually suggestive language and make misogynistic comments. 124. As Ms. Sullivan’s CNS Specialty position continued, so did the hostility from Manager Garay. For instance, on or about June 23, 2005, Ms. Sullivan overheard Manager Garay talking about the Tommy Lee and Pamela Anderson video with another member of the team. On another occasion, in approximately July 2005, during a sales meeting in Dallas, Manager Garay took the males on their sales team to a strip club. 125. Further, during Ms. Sullivan’s annual performance reviews, Manager Garay told Ms. Sullivan that her physician-clients liked her smile or her “butt.” During Ms. Sullivan’s annual performance review in approximately April 2006, Manager Garay had been drinking beforehand and continued to drink during the review, contributing to his lewdness.
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126. In addition, on approximately May 9, 2006, during a sales meeting in St. Louis, Manager Garay had his team watch the film “Groundhog Day” for the team to learn about the process of interviewing doctors and to take lessons from seeing Mr. Murray getting “the girl in bed” at the end of the movie. Also during the St. Louis meeting, Manager Garay announced, during a meeting session, that a male on the team wanted to see one of the women in a bikini sometime during the trip. In a bus on the way to the airport to leave St. Louis, Ms. Sullivan witnessed Manager Garay slapping a female co-worker on the rear.
Differential Terms and Conditions of Employment 127. Manager Garay treated Ms. Sullivan more harshly than male employees and created an unendurable work environment for her. 128. Specifically, following Ms. Sullivan’s transfer, during her first meeting with District Manager Garay, Manager Garay told Ms. Sullivan that he had heard bad things about her from another manager, despite the fact that Ms. Sullivan’s recent annual review stated that she had “exceeded expectations.” Further, Ms. Sullivan had earned the Titanium Award for the 2005 calendar year for “high market share achievement.” In 2005, Ms. Sullivan received the Plavix Award and the Ambien Award for high market share growth for both of those Sanofi-Aventis products. Nevertheless, Manager Garay informed Ms. Sullivan that because he did not hire her – she had transferred onto his team – he had friends elsewhere in the company with whom he would consider replacing her. 129. In addition, in approximately October 2005, Manager Garay had lunch with two females on Ms. Sullivan’s team, Cynthia Palombo and Kristen Langone, and asked them if they got along with Ms. Sullivan and if she talked about Manager Garay behind his back. Ms. Sullivan’s two colleagues called her immediately after the lunch to tell her about the
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conversation. Shortly thereafter, Ms. Sullivan called Manager Garay and asked if he wanted to talk about any issues with her. Manager Garay stated that his questioning of her colleagues had been about her sales numbers, and it was nothing personal. Ms. Sullivan reminded him that she had just started with her new position in May, and he was looking at numbers from July; Ms. Sullivan had not had time to get used to the job or build relationships with clients. Further, on or about November 1, 2005, Manager Garay phoned another district manager, Dawn Gillespie, and told Ms. Gillespie to relay to her Sales Representatives not to talk to Ms. Sullivan about ideas or successes they had had in the territory.
130. In addition, in November 2005, Manager Garay began leaving Ms. Sullivan angry voicemail messages, falsely accusing her of turning in administrative work late. Later in the month, Ms. Sullivan confronted Manager Garay about the accusations; Manager Garay admitted that he indeed had received Ms. Sullivan’s work. Further, on or about December 23, 2005, Manager Garay asked Ms. Sullivan to meet him for lunch. At lunch, Manager Garay asked Ms. Sullivan if she was sure she wanted to stay at Sanofi-Aventis. At that time, Manager Garay had only spent three days with Ms. Sullivan during her sales calls, and for two to three hours each time. From approximately July 2005 until approximately the end of February 2006, Manager Garay did not make one full day of calls with Ms. Sullivan.
131. In May 2006, Ms. Sullivan was injured and had to visit the emergency room. Manager Garay told another Sales Representative that Ms. Sullivan was lying and that she had not actually been hurt. Shortly thereafter, Ms. Sullivan quit her employment at Sanofi-Aventis.
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CLASS COUNTS COUNT I
VIOLATIONS OF TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, 42 U.S.C. § 2000, et seq., AS AMENDED GENDER DISCRIMINATION
132. Class Representatives re-allege and incorporate by reference each and every allegation contained in each and every aforementioned paragraph as though fully set forth herein.
133. Sanofi-Aventis has discriminated against Class Representatives and all members of the proposed class by treating them differently from and less preferably than similarly situated male employees and by subjecting them to discriminatory denials of promotions, discriminatory denials of pay raises, discriminatory performance evaluations, discriminatory subjection to disciplinary procedures, disparate pay, disparate terms and conditions of employment, and other forms of discrimination in violation of Title VII.
134. Sanofi-Aventis’s conduct has been intentional, deliberate, willful, malicious, reckless and conducted in callous disregard of the rights of Class Representatives and the members of the proposed class.
135. As a direct and proximate result of Sanofi-Aventis’s aforementioned conduct, Class Representatives and the members of the proposed class were damaged and suffered economic losses, mental and emotional harm, anguish, and humiliation.
136. Sanofi-Aventis’s policies, practices, and/or procedures have produced a disparate impact against Class Representatives and the class members with respect to their terms and conditions of employment.
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137. By reason of the continuous nature of Sanofi-Aventis’s discriminatory conduct, persistent throughout the employment of Class Representatives and class members, Class Representatives and class members are entitled to application of the continuing violation doctrine to all of the violations alleged herein.
138. By reason of the discrimination suffered at Sanofi-Aventis, Class Representatives and the members of the proposed class are entitled to all legal and equitable remedies available under Title VII.
COUNT II VIOLATIONS OF N.Y. EXEC. LAW § 296
GENDER DISCRIMINATION 139. Class Representatives re-allege and incorporate by reference each and every allegation contained in each and every aforementioned paragraph as though fully set forth herein. 140. Because of their gender, Sanofi-Aventis discriminated against Class Representatives and the members of the proposed class in compensation or in the terms, conditions or privileges of their employment, in violation of New York Executive Law § 296. 141. Because of their gender, Sanofi-Aventis also denied or withheld from Class Representatives and the members of the proposed class their right to be admitted to or participate in an on-the-job training program, executive training program and/or management training program in violation of New York Executive Law § 296. 142. Sanofi-Aventis further discriminated against Class Representatives and the members of the proposed class in their pursuit of such programs and discriminated against them in the terms, conditions or privileges of such programs because of gender, in violation of New York Executive Law § 296.
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143. As a direct and proximate result of Sanofi-Aventis’s aforementioned conduct, Class Representatives and the members of the proposed class were damaged and suffered economic losses, mental and emotional harm, anguish and humiliation.
144. By reason of the continuous nature of Sanofi-Aventis’s discriminatory conduct, persistent throughout the employment of Class Representatives and class members, Class Representatives and the members of the proposed class are entitled to application of the continuing violation doctrine to all of the violations alleged herein.
145. By reason of the gender discrimination suffered at Sanofi-Aventis, Class Representatives and the members of the proposed class are entitled to all legal and equitable remedies available under New York Executive Law § 296.
INDIVIDUAL COUNTS COUNT III
VIOLATIONS OF TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, 42 U.S.C. § 2000E-3 RETALIATION
(On Behalf of Named Plaintiff Bellifemine) 146. Ms. Bellifemine re-alleges and incorporates by reference each and every allegation in each and every aforementioned paragraph as though fully set forth herein. 147. Ms. Bellifemine’s EEOC charge includes a complaint of retaliation against Sanofi-Aventis. 148. Sanofi-Aventis retaliated against Ms. Bellifemine because she insisted upon a work environment free of gender discrimination and because she complained about gender discrimination by subjecting her to adverse employment actions, including but not limited to, disparate terms and conditions of employment in violation of Title VII § 2000E-3.
42

149. Sanofi-Aventis’s actions were intentional, deliberate, willful, malicious, reckless and conducted in callous disregard of causing harm to Ms. Bellifemine.
150. As a direct and proximate result of Sanofi-Aventis’s aforementioned conduct, Ms. Bellifemine was damaged and suffered economic losses, mental and emotional harm, anguish and humiliation.
151. By reason of the retaliation suffered at Sanofi-Aventis, Ms. Bellifemine is entitled to all legal and equitable remedies available under Title VII § 2000E-3.
COUNT IV VIOLATIONS OF TITLE VII OF THE CIVIL RIGHTS ACT OF 1964,
42 U.S.C. § 2000E-3 SEXUAL HARASSMENT (On Behalf of Named Plaintiff Bellifemine)
152. Ms. Bellifemine re-alleges and incorporates by reference each and every allegation in each and every aforementioned paragraph as though fully set forth herein.
153. Ms. Bellifemine’s EEOC charge includes a complaint of sexual harassment against Sanofi-Aventis.
154. Ms. Bellifemine endured a sexually charged work environment and was subjected to an ongoing pattern and practice of discrimination as well as a sexually hostile work environment by her managers, and Defendant Sanofi-Aventis failed to take action to prevent such harassment.
155. Sanofi-Aventis’s actions were intentional, deliberate, willful, malicious, reckless and conducted in callous disregard of causing harm to Ms. Bellifemine.
43

156. As a direct and proximate result of Sanofi-Aventis’s aforementioned conduct, Ms. Bellifemine was damaged and suffered economic losses, mental and emotional harm, anguish and humiliation.
157. By reason of the sexual harassment suffered at Sanofi-Aventis, Ms. Bellifemine is entitled to all legal and equitable remedies available under Title VII § 2000E-3.
COUNT V VIOLATIONS OF TITLE VII OF THE CIVIL RIGHTS ACT OF 1964,
42 U.S.C. § 2000E-3 SEXUAL HARASSMENT (On Behalf of Named Plaintiff Zeoli)
158. Ms. Zeoli re-alleges and incorporates by reference each and every allegation in each and every aforementioned paragraph as though fully set forth herein.
159. Ms. Zeoli endured a sexually charged work environment and was subjected to an ongoing pattern and practice of discrimination as well as a sexually hostile work environment by her managers, and Defendant Sanofi-Aventis failed to take action to prevent such harassment.
160. Sanofi-Aventis’s actions were intentional, deliberate, willful, malicious, reckless and conducted in callous disregard of causing harm to Ms. Zeoli.
161. As a direct and proximate result of Sanofi-Aventis’s aforementioned conduct, Ms. Zeoli was damaged and suffered economic losses, mental and emotional harm, anguish and humiliation.
162. By reason of the sexual harassment suffered at Sanofi-Aventis, Ms. Zeoli is entitled to all legal and equitable remedies available under Title VII § 2000E-3.
44

COUNT VI VIOLATIONS OF TITLE VII OF THE CIVIL RIGHTS ACT OF 1964,
42 U.S.C. § 2000E-3 RETALIATION
(On Behalf of Named Plaintiff Storm) 163. Ms. Storm re-alleges and incorporates by reference each and every allegation in each and every aforementioned paragraph as though fully set forth herein. 164. Sanofi-Aventis retaliated against Ms. Storm because she insisted upon a work environment free of gender discrimination and because she complained about gender discrimination. Sanofi-Aventis subjected Ms. Storm to adverse employment actions, including but not limited to, denials of promotion and disparate terms and conditions of employment in violation of Title VII § 2000E-3. 165. Sanofi-Aventis’s actions were intentional, deliberate, willful, malicious, reckless and conducted in callous disregard of causing harm to Ms. Storm. 166. As a direct and proximate result of Sanofi-Aventis’s aforementioned conduct, Ms. Storm was damaged and suffered economic losses, mental and emotional harm, anguish and humiliation. 167. By reason of the retaliation suffered at Sanofi-Aventis, Ms. Storm is entitled to all legal and equitable remedies available under Title VII § 2000E-3.
45

COUNT VII VIOLATIONS OF TITLE VII OF THE CIVIL RIGHTS ACT OF 1964,
42 U.S.C. § 2000E-3 SEXUAL HARASSMENT (On Behalf of Named Plaintiff Sullivan)
168. Ms. Sullivan re-alleges and incorporates by reference each and every allegation in each and every aforementioned paragraph as though fully set forth herein.
169. Ms. Sullivan endured a sexually charged work environment and was subjected to an ongoing pattern and practice of discrimination as well as a sexually hostile work environment by her managers, and Defendant Sanofi-Aventis failed to take action to prevent such harassment.
170. Sanofi-Aventis’s actions were intentional, deliberate, willful, malicious, reckless and conducted in callous disregard of causing harm to Ms. Sullivan.
171. As a direct and proximate result of Sanofi-Aventis’s aforementioned conduct, Ms. Sullivan was damaged and suffered economic losses, mental and emotional harm, anguish and humiliation.
172. By reason of the sexual harassment suffered at Sanofi-Aventis, Ms. Sullivan is entitled to all legal and equitable remedies available under Title VII § 2000E-3.
PRAYER FOR RELIEF WHEREFORE, Class Representatives, on behalf of themselves and the members of the class whom they seek to represent, and Plaintiff Sue Sullivan, request the following relief: A. Certification of the case as a class action maintainable under Federal Rules of Civil Procedure Rule 23 (a), (b)(2), and/or (b)(3), on behalf of the proposed plaintiff class, and designation of the Plaintiffs as representatives of this class and their counsel of record as class counsel;
46

B. Declaratory judgment that Sanofi-Aventis’s employment policies, practices, and/or procedures challenged herein are illegal and in violation of Title VII;
C. A permanent injunction against Sanofi-Aventis and its partners, officers, owners, agents, successors, employees, and/or representatives, and any and all persons acting in concert with them, from engaging in any further unlawful practices, policies, customs, usages, and gender discrimination by the Defendant as set forth herein;
D. An Order requiring Sanofi-Aventis to initiate and implement programs that (i) will provide equal employment opportunities for female employees; (ii) will remedy the effects of the Defendant’s past and present unlawful employment policies, practices and/or procedures; and (iii) will eliminate the continuing effects of the discriminatory and retaliatory practices described above;
E. An Order requiring Sanofi-Aventis to initiate and implement systems of assigning, training, transferring, compensating and promoting female employees in a nondiscriminatory manner;
F. An Order establishing a task force on equality and fairness to determine the effectiveness of the programs described in (D) and (E) above, which would provide for (i) monitoring, reporting, and retaining of jurisdiction to ensure equal employment opportunity; (ii) the assurance that injunctive relief is properly implemented; and (iii) a quarterly report setting forth information relevant to the determination of the effectiveness of the programs described in (D) and (E) above;
G. An Order placing or restoring Plaintiffs and the class members into those jobs they would now be occupying but for Sanofi-Aventis’s discriminatory policies, practices, and/or procedures;
47

H. An Order directing Sanofi-Aventis to adjust the wage rates and benefits for Plaintiffs and the class members to the level that they would be enjoying but for the Defendant’s discriminatory policies, practices, and/or procedures;
I. An award of back pay, front pay, lost benefits, preferential rights to jobs and other damages for lost compensation and job benefits suffered by Plaintiffs and the class members to be determined at trial;
J. Any other appropriate equitable relief to which Plaintiffs and proposed class members are entitled;
K. An award of compensatory, nominal, and punitive damages to Class Representatives and the class in an amount not less than 300 million dollars;
L. An award of litigation costs and expenses, including reasonable attorneys’ fees, to Plaintiffs and class members;
M. Pre-judgment interest; N. Post-judgment interest; O. Such other and further relief as the Court may deem just and proper; and P. Retention of jurisdiction by the Court until such time as the Court is satisfied that the Defendant has remedied the practices, policies, and/or procedures complained of herein and is determined to be in full compliance with the law.
DEMAND FOR JURY Plaintiffs demand trial by jury of all issues triable of right to a jury.
Respectfully submitted this 31st day of January, 2008:
48

/s/ David Sanford David Sanford, D.C. Bar No. 457933 dsanford@nydclaw.com Meenoo Chahbazi, CA Bar No. 233985 mchahbazi@nydclaw.com SANFORD, WITTELS & HEISLER, LLP 1666 Connecticut Ave. NW Suite 310 Washington, D.C. 20009 Telephone: (202) 742-7780 Facsimile: (202) 742-7776 dsanford@nydclaw.com
Steven Wittels, (SLW-8110) swittels@nydclaw.com Jeremy Heisler, (JH-0145) jheisler@nydclaw.com SANFORD, WITTELS & HEISLER, LLP 950 Third Avenue 10th Floor New York, NY 10022 Telephone: (646) 456-5695 Facsimile: (646) 723-2948
Grant Morris, D.C. Bar No. 926253 grantemorris@gmail.com LAW OFFICES OF GRANT E. MORRIS 1666 Connecticut Ave. NW Suite 310 Washington, D.C. 20009 Telephone: (202) 742-7783 Facsimile: (202) 742-7776
Attorneys for Plaintiffs
49

 
 Case 1:07-cv-02207-JGK Document 19 Filed 02/29/2008 Page 1 of 17

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

KAREN BELLIFEMINE, AMY ZEOLI,

)

MICHELLE POPA, NANCY BEANEY,

)

and JENNIFER STORM,

)

)

Individually and on Behalf of Others

)

Similarly Situated,

)

)

and SUE SULLIVAN, Individually,

)

)

Plaintiff,

)

C.A. NO. 07-2207 (JGK)

)

v.

)

)

ELECTRONICALLY FILED

SANOFI-AVENTIS U.S. LLC

)

)

)

Defendant.

)

MEMORANDUM OF LAW IN SUPPORT OF DEFENDANT SANOFI-AVENTIS’ PARTIAL MOTION TO DISMISS THE SECOND AMENDED COMPLAINT

MORGAN, LEWIS & BOCKIUS LLP Michael L. Banks (admitted pro hac vice) Michael S. Burkhardt 1701 Market Street Philadelphia, PA 19103 215-963-5387/5130

Case 1:07-cv-02207-JGK Document 19 Filed 02/29/2008 Page 2 of 17

TABLE OF CONTENTS

Page

TABLE OF AUTHORITIES ......................................................................................................... ii
I. INTRODUCTION ............................................................................................................. 1
II. PROCEDURAL HISTORY............................................................................................... 2
A. Plaintiff Bellifemine’s Charge of Discrimination.................................................. 2
B. Plaintiffs’ Commencement of Litigation ............................................................... 3
III. ARGUMENT..................................................................................................................... 5
A. Legal Standard For Dismissal Under Rule 12(b)(6) .............................................. 5
B. Plaintiffs Failed To Exhaust Their Administrative Remedies With Respect Claims Their Pay Claims. ...................................................................................... 6
1. Plaintiff Bellifemine failed to timely exhaust her pay claim ..................... 6
2. All class and individual pay discrimination claims must be dismissed because Plaintiffs failed to exhaust their administrative remedies with respect to these claims and cannot piggy-back on Plaintiff Bellifemine’s untimely Charge with respect to these allegations. ................................................................................................. 7
C. Claims Predicated Upon Discrete Acts That Occurred Prior To May 12, 2005 Are Time-barred And Must Be Dismissed. .................................................. 8
D. Purported Class Plaintiffs Zeoli, Popa, Beaney, and Storm’s NYHRL Claims Must Be Dismissed Because This Court Lacks Subject Matter Jurisdiction Over Those Claims.......................................................................... 10
IV. CONCLUSION................................................................................................................ 12

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Case 1:07-cv-02207-JGK Document 19 Filed 02/29/2008 Page 3 of 17

TABLE OF AUTHORITIES

Page

CASES
Beckett v. Prudential Ins. Co. of Am., 893 F. Supp. 234 (S.D.N.Y. 1995)................................................................................................11
Bell Atl. Corp. v. Twombly, 127 S. Ct. 1955 (2007).....................................................................................................................5
Borrero v. Am. Express Bank Ltd., No. 05 CIV. 10801, 2008 WL 313602 (S.D.N.Y. Feb. 5, 2008) .................................................6, 9
Butts v. N.Y. Dep't of Hous. Preserv. and Dev., 990 F.2d 1397 (2d Cir. 1993)...........................................................................................................7
Byrne v. Telesector Res. Group, Inc., No. 04-CV-76S, 2005 WL 464941 (W.D.N.Y. Feb. 25, 2005).......................................................7
DeJesus v. Starr Tech. Risks Agency, Inc., No. 03 CIV. 1298, 2004 WL 2181403 (S.D.N.Y. Sept. 27, 2004)..................................................9
Elmenayer v. ABF Freight Sys., 318 F.3d 130 (2d Cir. 2003).............................................................................................................9
Iqbal v. Hasty, 490 F.3d 143 (2d Cir. 2007).............................................................................................................5
Iwankow v. Mobil Corp., 150 A.D.2d 272 (N.Y. App. Div. 1st Dep't 1989) .........................................................................11
Johnson v. Nat'l Maritime Union Pension and Welfare Plans, No. 95 CIV. 4112, 1998 WL 32759 (S.D.N.Y. Jan. 29, 1998)........................................................8
Joseph v. Manhattan and Bronx Surface Transit Operating Auth., No. 96 CIV. 9015, 2004 WL 1907750 (S.D.N.Y. Aug. 25, 2004) .................................................7
Kramer v. Time Warner, Inc., 937 F.2d 767 (2d Cir. 1991).............................................................................................................6
Kulkarni v. City Univ. of N.Y., No. 01 CIV. 3019, 2001 WL 1415200 (S.D.N.Y. Nov. 13, 2001) ..................................................8
LC Capital Partners, L.P. v. Frontier Ins. Group, Inc., 318 F.3d 148 (2d Cir. 2003).............................................................................................................5

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Case 1:07-cv-02207-JGK Document 19 Filed 02/29/2008 Page 4 of 17

TABLE OF AUTHORITIES

Page

Ledbetter v. Goodyear Tire & Rubber Co., 127 S. Ct. 2162 (2007).................................................................................................................8, 9
Miller v. Citicorp, No. 95 CIV. 9728, 1997 WL 96569 (S.D.N.Y. Mar. 4, 1997) ......................................................11
Nat'l R.R. Passenger Corp. v. Morgan, 536 U.S. 101 (2002).....................................................................................................................8, 9
Newman & Schwartz v. Asplundh Tree Expert Co., 102 F.3d 660 (2d Cir. 1996).............................................................................................................6
Pac. Health Advantage v. CAP Gemini Ernst & Young, No. 07-CV-3725, 2007 WL 2619052 (S.D.N.Y. Sept. 5, 2007)......................................................5
Plant v. Deutsche Bank Sec., Inc., No. 07 CIV. 3498, 2007 WL 2187109 (S.D.N.Y. July 23, 2007) ...............................................6, 9
Smith v. Long Island Univ., No. 03 CV 2991, 2007 WL 1541299 (E.D.N.Y. May 25, 2007).....................................................7
Snell v. Suffolk County, 782 F.2d 1094 (2d Cir. 1986).......................................................................................................7, 8
Spencer v. UPS, No. 03 CIV. 0574, 2004 WL 362599 (S.D.N.Y. Feb. 27, 2004) .....................................................8
Stuto v. Fleishman, 164 F.3d 820 (2d Cir. 1999)......................................................................................................... 5-6
STATUTES
N.Y. Exec. Law § 298-a(1)............................................................................................................11
42 U.S.C. § 2000e-5.........................................................................................................................6

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Case 1:07-cv-02207-JGK Document 19 Filed 02/29/2008 Page 5 of 17
I. INTRODUCTION This is a purported class action involving numerous factually and legally distinct
individual claims asserted by two current and four former employees of Defendant sanofi-aventis U.S. LLC (“Defendant” or “sanofi-aventis”). These six individuals, all with varied employment histories and factual circumstances, assert claims based largely on discrete acts of alleged discrimination that purportedly occurred at different times, in different geographic districts and that allegedly concerned different decision makers who were responsible for different lines of business and personnel.
It is undisputed that in order for a plaintiff to assert a Title VII claim, she must first timely exhaust her administrative remedies by filing a charge of discrimination within 300 days of the alleged discriminatory act. Plaintiff Karen Bellifemine is the only Plaintiff that filed a charge of discrimination. In her charge, Plaintiff Bellifemine asserted one pay allegation; however, that allegation was untimely as it concerned a pay decision that was allegedly made in April of 2005, more than 300 days before Plaintiff Bellifemine filed her charge. Thus, Plaintiff Bellifemine’s pay claim is untimely and cannot form the basis of a Title VII claim.
Because Plaintiffs Amy Zeoli, Nancy Beaney, Jennifer Storm and Michelle Popa1 failed to individually exhaust their administrative remedies, they have attempted to invoke the singlefiling rule and piggy-back on Plaintiff Bellifemine’s charge of discrimination to assert pay discrimination claims. Because Plaintiff Bellifemine’s charge allegation of pay discrimination was untimely, Plaintiffs Zeoli, Beaney, Storm and Popa cannot piggy-back on Plaintiff
1 Plaintiff Sue Sullivan no longer seeks to be a class representative and is only pursuing an individual claim for alleged hostile work environment. The phrase “Purported Class Plaintiffs” shall refer to Plaintiffs Bellifemine, Zeoli, Storm, Popa, and Beaney collectively. The phrase “Plaintiffs” shall refer to the Purported Class Plaintiffs collectively with Plaintiff Sullivan.
1

Case 1:07-cv-02207-JGK Document 19 Filed 02/29/2008 Page 6 of 17
Bellifemine’s charge in order to satisfy their exhaustion requirements with respect to their pay claims, and therefore, their pay claims should be dismissed.
Plaintiffs Bellifemine, Zeoli, Beaney, Storm, and Popa also assert claims regarding discrete acts of discrimination that allegedly occurred more than 300 days before Plaintiff Bellifemine filed her charge of discrimination. Because of Title VII’s exhaustion requirements, Plaintiffs’ Title VII claims cannot extend beyond 300 days before the date that one of the Plaintiffs first filed a charge that asserted class-wide allegations, and thus, these claims must also be dismissed.
Finally, Plaintiffs Zeoli, Popa, Beaney, and Storm assert claims under New York Human Rights Law, N.Y. Exec. §§ 290 et seq. (“NYHRL”). Plaintiffs Zeoli, Popa, Beaney and Storm, however, never worked in and have never been residents of New York. Therefore, they cannot assert NYHRL claims, and the Court should dismiss their NYHRL claims. II. PROCEDURAL HISTORY
A. Plaintiff Bellifemine’s Charge of Discrimination. On March 8, 2006, Plaintiff Karen Bellifemine filed a charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”) (hereafter “Charge”) in which she claimed that sanofi-aventis discriminated against her on the basis of sex, retaliated against her and subjected her to a hostile work environment. A true and correct copy of the Charge is attached hereto as Exhibit A. Specifically, Plaintiff Bellifemine claimed that: 1) she was denied a pay increase in April 2005; 2) she was denied promotions in May of 2005 and October of 2005; 3) she was harassed when her manager required her to provide him with copies of documents that memorialized the drug samples that she provided physicians; and, 4) she was retaliated against in December of 2005 when her manager allegedly falsely accused her of having poor relationships with her customers. (Id.).
2

Case 1:07-cv-02207-JGK Document 19 Filed 02/29/2008 Page 7 of 17
In addition, Plaintiff Bellifemine included certain vague class claims in her Charge. (Id. at 3). Specifically, she claimed that females were denied promotions, subjected to unspecified disparate terms and conditions of employment, subjected to a hostile work environment, and subjected to other unspecified forms of discrimination. (Id.).
It is undisputed that Plaintiff Bellifemine is the only Plaintiff that filed a charge of discrimination with the EEOC. (Docket No. 16 ¶8). 2
B. Plaintiffs’ Commencement of Litigation. On March 14, 2007, Plaintiffs Bellifemine, Popa, Zeoli and Sullivan filed a purported class action complaint and alleged that sanofi-aventis discriminated against them on the basis of sex by allegedly denying them pay and promotions, creating an allegedly hostile work environment and retaliating against them. (Docket No. 1). Plaintiffs Bellifemine, Popa, Zeoli and Sullivan filed an Amended Complaint on August 29, 2007. (Docket No. 2). Thereafter, on January 31, 2008, Purported Class Plaintiffs filed a Second Amended Complaint, individually and as purported class representatives. However, in the Second Amended Complaint, Plaintiff Sullivan is only pursuing a claim in her individual capacity and no longer seeks to represent a class. (Docket No. 16). Plaintiffs’ Second Amended Complaint haphazardly lumps together factually distinct claims of discrete acts of discrimination of two current and four former employees, who worked in six different districts, under six different district sales mangers, in different lines of business, and in different areas of the country. In the Second Amended Complaint, despite the fact that no Plaintiff timely exhausted her administrative remedies with respect to a pay claim, Plaintiffs Zeoli, Popa, Beaney, and Bellifemine have all asserted pay discrimination claims. (Docket No.
2 The EEOC dismissed Ms. Bellifemine’s Charge, finding no probable cause to believe a violation of applicable statutes had occurred, and issued her a Notice of Right to Sue on or about December 22, 2006. A true and correct copy of the Notice of Right to Sue is attached hereto as Ex. B; see also Docket No. 16 ¶8.
3

Case 1:07-cv-02207-JGK Document 19 Filed 02/29/2008 Page 8 of 17
16 ¶¶52-55, 64-66, 75-76, 87-91, 98-100). 3 In addition, Plaintiffs assert many other claims
based on discrete acts of alleged discrimination that took place prior to May 12, 2005.
Specifically, Plaintiffs allege that they suffered the following discrete acts of discrimination,
which all occurred prior to May 12, 2005: 4
1. Plaintiff Bellifemine claims that in January of 2005 she did not receive a managerial position that Todd Miklajczk allegedly received. (Docket No. 16 ¶47);
2. Plaintiff Bellifemine claims that in May 2005 she did not receive a promotion to Hospital Sales Representative in Hackensack, New Jersey. (Id. ¶48).
3. Plaintiff Bellifemine claims that in April of 2005, male employees received a higher raise than she. (Id. ¶¶53, 54).
4. Plaintiff Bellifemine further claims that in January of 2005 her manager tried to force her to force her to admit to false accusations about her expense reports. (Id. ¶56);
5. Plaintiff Zeoli claims that from 2004 through May 12, 2005 she was denied promotions to three district manager positions. (Id. ¶61);
6. Plaintiff Zeoli further claims that she received a lower rate of pay than male employees from 2002 until May 12, 2005. (Id. ¶64);
7. Plaintiff Zeoli further claims that in March of 2005 she was denied a merit increase. (Id. ¶66);
8. Plaintiff Zeoli further claims that in January of 2005 her manager threatened to terminate her employment. (Id. ¶69);
9. Plaintiff Popa claims that from November 2003 until May 12, 2005 she was paid less than male employees. (Id. ¶¶71, 76);
10. Plaintiff Beaney claims that from 1991 to May 12, 2005 she was paid less than male employees and denied promotions. (Id. ¶¶7, 79); 11. Plaintiff Beaney further claims that in 2005 she was denied a raise. (Id. ¶88);5
3 For the purposes of this motion only, Defendant accepts as true, as it must under Rule 12(b)(6), the allegations in the Second Amended Complaint.
4 In some instances, Plaintiffs assert claims both before and after May 12, 2005. For the purposes of this motion, Defendant is seeking to dismiss those untimely allegations concerning alleged discrete acts of discrimination occurring prior to May 12, 2005.
5 On the face of the Second Amended Complaint, it is clear that this alleged denial of pay took place prior to May 15, 2005, as merit increases in 2005 were communicated to employees in April. (Docket No 16 ¶¶53, 54).
4

Case 1:07-cv-02207-JGK Document 19 Filed 02/29/2008 Page 9 of 17
12. Plaintiff Storm claims that from September 2003 until May 12, 2005 she was paid less than male employees. (Id. ¶¶92, 98). Finally, Purported Class Plaintiffs have also asserted a claim for discrimination on the basis of sex under New York Executive Law § 296. (Docket No. 16 ¶¶139-45). However, it is undisputed that Plaintiffs Popa, Zeoli, Beaney, and Storm have not and cannot allege that they are residents of New York or that they ever worked in New York. (Id. ¶¶11-14). III. ARGUMENT A. Legal Standard For Dismissal Under Rule 12(b)(6). To survive a Rule 12(b)(6) motion to dismiss, a plaintiff must allege “enough facts to state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 127 S. Ct. 1955, 1974 (2007). Under this standard, a plaintiff must allege facts sufficient to establish that a claim is timely because if a plaintiff does not allege sufficient facts of timeliness, then she has not alleged facts sufficient to render her claim plausible. See Iqbal v. Hasty, 490 F.3d 143, 157-58 (2d Cir. 2007) (explaining that plaintiff is required to “amplify a claim with some factual allegations in those contexts where such amplification is needed to render the claim plausible.”) (emphasis added); see also LC Capital Partners, L.P. v. Frontier Ins. Group, Inc., 318 F.3d 148, 156-57 (2d Cir. 2003) (affirming dismissal of claim on statute of limitations grounds when it was clear from face of complaint and related documents that claim was time-barred); Pac. Health Advantage v. CAP Gemini Ernst & Young, No. 07-CV-3725, 2007 WL 2619052, at *2, 5 (S.D.N.Y. Sept. 5, 2007) (dismissing plaintiff’s complaint and recognizing that when face of complaint indicates claim is time-barred, dismissal is appropriate). When considering whether a plaintiff’s claim should be dismissed pursuant to Rule 12(b)(6), the Court must consider all facts alleged in the complaint, as well as “documents attached to the complaint as exhibits or incorporated in the complaint by reference,” Stuto v.
5

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Fleishman, 164 F.3d 820, 826 n.1 (2d Cir. 1999) (citing Newman & Schwartz v. Asplundh Tree Expert Co., 102 F.3d 660, 662 (2d Cir. 1996) and quoting Kramer v. Time Warner, Inc., 937 F.2d 767, 773 (2d Cir. 1991)). For the reasons set forth below, under this standard, several of Plaintiffs’ claims cannot withstand a motion to dismiss.
B. Plaintiffs Failed To Exhaust Their Administrative Remedies With Respect Claims Their Pay Claims.
The filing of a timely administrative charge is a prerequisite to filing a Title VII lawsuit. See 42 U.S.C. § 2000e-5; Borrero v. Am. Express Bank Ltd., No. 05 CIV. 10801, 2008 WL 313602, at *3 (S.D.N.Y. Feb. 5, 2008); Plant v. Deutsche Bank Sec., Inc., No. 07 CIV. 3498, 2007 WL 2187109, at *2 (S.D.N.Y. July 23, 2007). A plaintiff must file a charge with the EEOC within 300 days of the alleged discriminatory practice and exhaust her administrative remedies before filing a Title VII claim. 42 U.S.C. § 2000e-5; Borrero, 2008 WL 313602, at *3; Plant, 2007 WL 2187109, at *2. For the reasons set forth below, because Plaintiffs failed to exhaust their administrative remedies with respect to their Title VII pay claims, those claims must be dismissed.
1. Plaintiff Bellifemine failed to timely exhaust her pay claim. Plaintiff Bellifemine filed her Charge on March 8, 2006, and thus, any allegation in her Charge that pre-dates May 12, 2005 is untimely. (Ex. A.). Therefore, Plaintiff’s charge allegation that she was denied a pay increase in April 2005 was untimely. (Id.). Thus, Plaintiff Bellifemine’s claim that is predicated upon this allegation must be dismissed. (Docket No. 16 ¶¶53-54).6
6 Plaintiff Bellifemine also asserts other allegations of pay discrimination. (Docket No. 16 ¶¶52, 55). For the reasons set forth below, because these discrete acts of alleged discrimination were unexhausted, they too must be dismissed.
6

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2. All class and individual pay discrimination claims must be dismissed because Plaintiffs failed to exhaust their administrative remedies with respect to these claims and cannot piggy-back on Plaintiff Bellifemine’s untimely Charge with respect to these allegations.
A plaintiff who has not filed a charge of discrimination with the EEOC may take advantage of the single-filing rule and piggy-back on a timely filed EEOC charge by another individual only if the non-filing plaintiff’s claims are “sufficiently similar” to those of the filing plaintiff. Snell v. Suffolk County, 782 F.2d 1094, 1100-02 (2d Cir. 1986). For purposes of the single-filing rule, an individual’s claims are only “sufficiently similar” to those of the filing plaintiff when they are “reasonably related” to the allegations in a timely charge. Butts v. N.Y. Dep't of Hous. Preserv. and Dev., 990 F.2d 1397, 1401 (2d Cir. 1993) (internal citations omitted). Even if the claims of the non-filing plaintiffs in this case are reasonably related to Plaintiff Bellifemine’s claims, they can only piggy-back on Plaintiff Bellifemine’s Charge if it asserts timely claims. In this case, Plaintiff Bellifemine’s pay claim is untimely. (See supra at 78).
Courts within the Second Circuit have consistently held plaintiffs who have failed to exhaust their administrative remedies cannot take advantage of the single-filing rule by piggybacking on time-barred allegations in an EEOC charge. Butts, 990 F.2d at 1403 (finding timebarred allegations in EEOC charge “cannot serve as predicates for allegations in the complaint.”); Smith v. Long Island Univ., No. 03 CV 2991, 2007 WL 1541299, at *6 (E.D.N.Y. May 25, 2007) (holding plaintiff cannot use time-barred allegations in EEOC charge as predicates for reasonably related allegations in complaint); Byrne v. Telesector Res. Group, Inc., No. 04-CV-76S, 2005 WL 464941, at *8 (W.D.N.Y. Feb. 25, 2005) (holding that plaintiff cannot “bootstrap” complaint to untimely charge allegations); Joseph v. Manhattan and Bronx Surface Transit Operating Auth., No. 96 CIV. 9015, 2004 WL 1907750, at *7 (S.D.N.Y. Aug. 25, 2004)
7

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(same); Spencer v. UPS, No. 03 CIV. 0574, 2004 WL 362599, at *6 (S.D.N.Y. Feb. 27, 2004) (same); Kulkarni v. City Univ. of N.Y., No. 01 CIV. 3019, 2001 WL 1415200, at *4 (S.D.N.Y. Nov. 13, 2001) (same); Johnson v. Nat’l Maritime Union Pension and Welfare Plans, No. 95 CIV. 4112, 1998 WL 32759, at *6 (S.D.N.Y. Jan. 29, 1998) (same).
In this case, it is undisputed that Plaintiffs Zeoli, Popa, Storm and Beaney never filed a charge of discrimination. (See supra at 4). Thus, in order for Plaintiffs Zeoli, Popa, Storm and Beaney to assert discriminatory pay claims, their pay claims would have to be reasonably related to timely allegations in Plaintiff Bellifemine’s Charge. Plaintiff Bellifemine’s Charge contains one allegation regarding discriminatory pay - she claims that she was denied a pay increase in April 2005. As set forth above, this charge allegation was untimely. (See supra at 7-8). Thus, Plaintiffs Zeoli, Popa, Storm and Beaney cannot take advantage of the single-filing rule by piggy-backing on this untimely charge allegation (regardless of whether their allegations are reasonably related), and therefore, their pay claims must be dismissed.
C. Claims Predicated Upon Discrete Acts That Occurred Prior To May 12, 2005 Are Time-barred And Must Be Dismissed.
Because of Title VII’s exhaustion requirements, Plaintiffs’ Title VII claims that concern discrete acts of discrimination cannot extend beyond 300 days before the date that one of the Plaintiffs first filed a charge that asserted class-wide allegations. Snell, 782 F.2d at 1100-01. It is undisputed that the earliest charge filed by any Plaintiff that even arguably asserted such allegations was filed by Plaintiff Bellifemine on March 8, 2006. (Ex. A). Thus, Plaintiffs’ Title VII claims cannot extend earlier than 300 days before that date, which is May 12, 2005.
Recently, in Ledbetter v. Goodyear Tire & Rubber Co., 127 S. Ct. 2162 (2007), the Supreme Court reconfirmed its holding in Nat’l R.R. Passenger Corp. v. Morgan, 536 U.S. 101
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(2002)7 when it rejected the notion that the effects of past discrimination on present employment circumstances could be actionable if the discrete acts of past discrimination occurred outside of the applicable statute of limitations for Title VII claims. Specifically, the Court held that with respect to a Title VII pay claim, the controlling date for deciding whether a charge of discrimination is timely is the date that the employer allegedly made the pay decision. Id. at 2169; Borrero, 2008 WL 313602, at *3. “[C]urrent effects alone cannot breathe life into prior, uncharged discrimination . . . such effects in themselves have ‘no present legal consequences.’” Ledbetter, 127 S. Ct. at 2169. Thus, under Ledbetter claims based on “discrete acts” must be independently exhausted by filing an EEOC Charge (or an amendment to a pending Charge) within 300 days after the employer allegedly made the decision that underlies the alleged discrete act of discrimination. Ledbetter, 127 S. Ct. at 2169; see also Morgan, 536 U.S. at 109-15; see also Elmenayer, 318 F.3d at 134.
Courts within the Second Circuit have held that discrete acts of discrimination include but are not limited to, “termination or resignation, job transfer, discontinuance of a job assignment, denial of a promotion or increased pay grade, or failure to compensate adequately.” Plant, 2007 WL 2187109, at *2 (internal citations omitted); DeJesus v. Starr Tech. Risks Agency, Inc., No. 03 CIV. 1298, 2004 WL 2181403, at *6 (S.D.N.Y. Sept. 27, 2004).8 All of the following claims concern discrete acts of discrimination that occurred prior to May 12, 2005:
7 The Ledbetter decision expanded upon the Supreme Court’s prior holding in Morgan – claims that are predicated on a discrete act “[start] a new clock for filing charges alleging that act.” 536 U.S. at 113; Elmenayer v. ABF Freight Sys., 318 F.3d 130, 134-35 (2d Cir. 2003) (applying Morgan to grant defendant summary judgment because proposed religious accommodation was discrete act).
8 Courts within the Second Circuit have also consistently held that because these are discrete acts of discrimination, the continuing violation doctrine does not apply. DeJesus, 2004 WL 2181403, at *6-7 (finding promotion claim time-barred because plaintiff failed to file charge within 300 days of occurrence and recognizing that although plaintiff may feel effects of alleged discriminatory action through remainder of employment, promotion claim is predicated upon discrete act and cannot form the basis of continuing violation); see also Plant, 2007 WL 2187109, at *3-4 (holding elimination of job duties over time are discrete acts and cannot form basis of continuing violation).
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1. Plaintiff Bellifemine claims that in January of 2005 she did not receive a managerial position that Todd Miklajczk allegedly received. (Docket No. 16 ¶47);
2. Plaintiff Bellifemine claims that in May 2005 she did not receive a promotion to Hospital Sales Representative in Hackensack, New Jersey. (Id. ¶48).
3. Plaintiff Bellifemine claims that in April of 2005, male employees received a higher raise than she. (Id. ¶¶53, 54).
4. Plaintiff Bellifemine further claims that in January of 2005 her manager tried to force her to force her to admit to false accusations about her expense reports. (Id. ¶56);
5. Plaintiff Zeoli claims that from 2004 through May 12, 2005 she was denied promotions to three district manager positions. (Id. ¶61);
6. Plaintiff Zeoli further claims that she received a lower rate of pay than male employees from 2002 until May 12, 2005. (Id. ¶64);
7. Plaintiff Zeoli further claims that in March of 2005 she was denied a merit increase. (Id. ¶66);
8. Plaintiff Zeoli further claims that in January of 2005 her manager threatened to terminate her employment. (Id. ¶69);
9. Plaintiff Popa claims that from November 2003 until May 12, 2005 she was paid less than male employees. (Id. ¶¶71, 76);
10. Plaintiff Beaney claims that from 1991 to May 12, 2005 she was paid less than male employees and denied promotions. (Id. ¶¶7, 79);
11. Plaintiff Beaney further claims that in 2005 she was denied a raise. (Id. ¶88);
12. Plaintiff Storm claims that from September 2003 until May 12, 2005 she was paid less than male employees. (Id. ¶¶92, 98).
As each of the above alleged discrete acts occurred more than 300 days before any charge of
discrimination was filed, they are time-barred and should be dismissed.
D. Purported Class Plaintiffs Zeoli, Popa, Beaney, and Storm’s NYHRL Claims Must Be Dismissed Because This Court Lacks Subject Matter Jurisdiction Over Those Claims.
NYHRL does not apply extra-territorially to individuals or companies outside of New
York unless an act that would constitute an unlawful discriminatory practice if committed within
New York is committed outside New York against a resident of New York or against a
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corporation organized under the laws of New York to do business in New York. N.Y. Exec. Law § 298-a(1). In fact, New York courts have held that they do not have subject matter jurisdiction over extra-territorial NYHRL claims “absent an allegation that a discriminatory act was committed in New York or that a New York State resident was discriminated against.” See e.g. Iwankow v. Mobil Corp., 150 A.D.2d 272, 273-74 (N.Y. App. Div. 1st Dep't 1989) (dismissing complaint for lack of subject matter jurisdiction because court did not “think that Executive Law § 298-a extends the State’s jurisdiction to discrimination against a nonresident which occurs outside the State”); Beckett v. Prudential Ins. Co. of Am., 893 F. Supp. 234, 238 (S.D.N.Y. 1995) (dismissing NYHRL claims brought by non-resident plaintiff who alleged discriminatory acts occurred in Ohio) (citing Iwankow, 150 A.D.2d at 272); Miller v. Citicorp, No. 95 CIV. 9728, 1997 WL 96569, at *8-9 (S.D.N.Y. Mar. 4, 1997) (dismissing NYHRL claims brought by non-resident plaintiff who alleged discriminatory acts occurred in Florida).
Plaintiffs Zeoli, Popa, Beaney, and Storm are not residents of New York and do not allege that they suffered any discrimination in New York. (See supra at 6). Thus, Plaintiffs Zeoli, Popa, Beaney and Storm cannot assert establish that a discriminatory act was committed against them in New York or that Defendant discriminated against a New York state resident, and their NYHRL claims should be dismissed.
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IV. CONCLUSION For the reasons set forth above, Plaintiffs’ unexhausted Title VII claims must be
dismissed and Plaintiff Zeoli, Popa, Beaney and Storm’s NYHRL claims must be dismissed.

February 29, 2008

Respectfully submitted, MORGAN, LEWIS & BOCKIUS LLP

/s/ Michael S. Burkhardt By: Michael L. Banks (Pa. Id. No. 35053)
(admitted pro hac vice) Michael S. Burkhardt (Pa. Id. No. 68072) 1701 Market Street Philadelphia, PA 19103 215-963-5387/5130
Attorneys for Defendant

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CERTIFICATE OF SERVICE
I, Michael S. Burkhardt, hereby certify that on February 29, 2008, I served a true and
correct copy of the foregoing Notice of Motion to Dismiss, Memorandum of Law in Support of
Defendant sanofi-aventis' Partial Motion to Dismiss the Second Amended Complaint and
exhibits thereto and proposed order by the Electronic Case Filing system and Federal Express,
upon the following:
David Sanford, D.C. Bar No. 457933 Meeno Chahbazi, CA Bar No. 233985 SANFORD, WITTELS & HEISLER, LLP 1666 Connecticut Ave. NW Suite 310 Washington, D.C. 20009 Telephone: (202) 742-7780 Facsimile: (202) 742-7776
Steven Wittels, (SL W-8110) Jeremy Heisler, (JH-0145) SANFORD, WITTELS & HEISLER, LLP 950 Third Avenue 10th Floor New York, NY 10022 Telephone: (646) 456-5695 Facsimile: (646) 723-2948
Grant Morris, D.C. Bar No. 926253 LAW OFFICES OF GRANT E. MORRIS 1666 Connecticut Ave. NW Suite 310 Washington, D.C. 20009 Telephone: (202) 742-7783 Facsimile: (202) 742-7776
Attorneys for Plaintiffs
/s/ Michael S. Burkhardt Michael S. Burkhardt

 
 Case 1:07-cv-02207-JGK-GWG Document 32 Filed 04/21/08 Page 1 of 53

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

KAREN BELLIFEMINE, AMY ZEOLI, MICHELLE POPA, NANCY BEANEY and JENNIFER STORM, Individually and on Behalf of Others Similarly Situated,
PLAINTIFFS,
v.
SANOFI-AVENTIS U.S. LLC
DEFENDANT.

) THIRD AMENDED

) COMPLAINT

)

)

)

)

Case No. 1:07-CV-02207-JGK

)

)

)

)

JURY TRIAL DEMANDED

)

)

)

)

)

)

)

THIRD AMENDED CLASS ACTION COMPLAINT
I. NATURE OF THIS ACTION 1. Five current and form er employees of Sanofi-Aventis, Karen Bellifemine, Amy
Zeoli, Michelle Popa, Nancy Beaney and Jennifer Storm (collectively “Class Representatives” or “Plaintiffs”) bring this action against their current or former employer, Sanofi-Aventis U.S. LLC (“Sanofi-Aventis” or “Defendant”) to redress gender discrimination in employment.
2. Class Representatives bring this class action on behalf of themselves and all other female employees of Sanofi-Aventis who are similarly situated pursuant to Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000(e), et seq., as am ended (“Title VII”). Addition ally, Plaintiff Karen Bellifemine brings claims on behalf of herself and a subclass of Sanofi-Aventis female employees in New York, pursuant to Fe d. R. Civ. P. 23, to redr ess violations of Ne w York law.

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3. Class Representatives seek to repres ent female employees of Sanofi-Aventis who have been subjected to the system ic disparate impact and disparate treatment gender discrimination described in th is Complaint, which is based on: (a) sp ecific discriminatory policies, practices, and/or procedures in selection, promotion and advancement, described herein; (b) disparate pay; and (c) differential terms and conditions of employment. The systemic gender discrimination described in this Complaint is continuing in nature.
4. Class Representatives are seeking, on behalf of themselves and the class they seek to represent, declaratory and injunctive relief; back pay; front pay; compensatory, nominal, and punitive damages; and attorneys’ fees, costs, and expenses to redress Sanofi-Aventis’s pervasive and discriminatory employment policies, practices and/or procedures. II. JURISDICTION AND VENUE
5. This Court has subjec t matter jurisdiction pursuant to 28 U.S.C. § 1331 because the action is based on Title VII, which is a federal statute.
6. Venue is proper in the Southern District of New York pursuant to 28 U.S.C. §§ 1391(b)(1) and 1391(c), because Defendant is subject to personal jurisdiction in New York.
7. The Southern District of New York is the m ost logical forum in which to litiga te the claims of Plaintiffs and the proposed class in this case. Sanofi-Av entis has both a physical presence and a Registered Agent in the State of New York. Further, Plaintiff Bellifemine resides and has performed work for Defendant in the State of New York. III. PROCEDURAL HISTORY
8. Class Representative Bellifemine filed a Class -wide Charge of Discrimination with the Equal Em ployment Opportunity Commission (“EEOC”) on or about March 8, 2006.
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Ms. Bellifemine received her Notice of Right to Sue on or a bout December 22, 2006, and timely filed suit within ninety (90) days of receipt, on March 14, 2007.
9. Ms. Bellifemine, along with Am y Zeoli, Michelle Popa and Sue Sullivan, filed a First Amended Complaint on August 28, 2007.
10. On January 31, 2008, Plaintiffs filed a Second Amended Complaint and added Plaintiffs Nancy Beaney and Jennifer Storm.
11. On April 4, 2008, Plaintiffs and Defendant f iled a stipulation to dism iss Plaintiff Sue Sullivan.
IV. PARTIES A. Plaintiffs 12. Title VII Class Repres entative and Class Representativ e for the N ew York
Subclass Karen Bellifemine is a female citizen of the United States and a resident of Nanuet in the State o f New Yor k. Ms. Bellifem ine has been employed by Sanofi-Aventis from approximately July 1995 to the present in Sanofi-Aventis’s New York and New Jersey territories. Throughout that tim e, Ms. Bellif emine has worked as a Prim ary Care Sales Representative, a Hospita l Representative, and a Senior Cardiovascular Specialty Sales Representative. Ms. B ellifemine went on m edical leave in approxim ately March 2006 and returned to her Senior Cardiovascular Specialty Sales Representative position in January 2007.
13. Title VII C lass Representative Amy Zeoli is a f emale citizen of the United States and a resid ent of Cheshire in the St ate of Connecticut. Ms. Z eoli was employed by Sanofi-Aventis from approximately early 2001 through approximately March 2006 as a Sales Representative, a Senior Sales Representative , and a Territory Manager, Cardiovascular
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Specialty Sales in San ofi-Aventis’s Connecticut territory. Ms. Zeoli held her Senior Sales Representative position until her constructive discharge in approximately March 2006.
14. Title VII Class Repres entative Michelle Popa is a f emale citizen of the United States and a resident of Nobles ville in the State of Indiana. Ms. Popa began her employm ent with Sanofi-Aventis in approxim ately November 2003 as a Sales Representative in SanofiAventis’s East Fort Lauderdale, Florida territory. Ms. Popa continu ed to work in this capa city until she was constructively discharged in approximately January 2007.
15. Title VII Class Repres entative Nancy Beaney is a female citizen of the United States and a resident of McKi nney in the State of Texas. Ms. Beaney has been employed by Sanofi-Aventis from approximately April 1991 to the present in Sanofi-Aventis’s D allas, Texas territory. Throughout that time, Ms. Beaney has worked as a Primary Care Sales Representative, a Cardiovascular Sales Consultant and a Prim ary Care Executive Sales associate. Ms. Beaney became a Senior CNS Specialty Sales Professional in 2005 and currently holds that position.
16. Title VII Class Representative Jennifer Storm is a female citizen of the United States and a resident of Tyrone in the State of Pennsylvani a. Ms. Storm began her employment in approximately September of 2003 as a P rimary Care Sales Representative in Sanofi-Aventis’s Pennsylvania territories. Ms. Storm continued to work in th is capacity until she was constructively discharged in approximately July 2007.
B. Defendant 17. Defendant Sanofi-Aventis U.S. LLC is an aff iliate of, and the United States headquarters for, Sanofi-Aventis. Sanofi-Aventis is a French company created in 2004 by the merger of the French companies Sanofi-Synthelabo and Aventis. S anofi-Aventis is a wor ld leader in the research and development of heal th care products. Sanofi-Aventis’s core business
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is in pharmaceuticals, specifically the prescription market. Sanofi-Aventis is incorporated in the State of Delaware and physically located at 55 Corporate Driv e, Bridgewater, New Jersey. Sanofi-Aventis has a Registered Agent in the State of New York. V. CLASS CLAIMS
18. Class Representatives and the class they seek to represent have been subjected to a systemic pattern and practice of gender discrimination involving a battery of practices that have also had an unlawful disparate impact on them and their employment opportunities. This gender discrimination includes policies an d/or practices of restricting the promotion and advancem ent opportunities of female employees so that they remain in lower classification and compensation levels. Sanofi-Aventis in effect bars females from better and higher-paying positions which have traditionally been held by male employees. The systemic means of accomplishing such gender stratification include, but are not lim ited to, Sanofi-Aventis’s promotion, advancement, training and performance evaluation policies, practices, and/or procedures.
19. Sanofi-Aventis’s promotion, advancement, training, and perfor mance evaluation policies, practices, and/or procedures incorpor ate the following discri minatory practices: (a) relying upon subjective selection methods, judgm ents, procedures, and criteria which allow for gender discrimination in making promotion, training, performance evaluation, and compensation decisions; and (b) refusing or failing to establish and/or follow policies, practices, procedures, or criteria that reduce or eliminate disparate impact and/or intentional gender bias.
20. Sanofi-Aventis’s promotion policies, pract ices, and/or procedures have had a disparate impact on female employees. Such policies, practices, and/or procedures are not valid, job-related, or justifie d by business necessity. There are al ternative objective and more valid selection procedures available to the Defendant that are more closely related to the actu al
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responsibilities of the p ositions and that would have less of a disparate im pact on fem ales. However, the Defendant has failed or refused to use such alternative procedures.
21. The Defendant’s promotion, training, performance evaluation, compensation, and transfer policies, practices, and/ or procedures are intend ed to have a disparate im pact on Plaintiffs and the clas s they seek to represent. Such practices for m a part of the Defendant’s overall pattern and practice of keeping fe males in the lower classifications with les s desirable terms and c onditions of employment. Upon i nformation and belief, the specific policies and practices of gender discrimination and stratification include but are not limited to the following:
a. Sanofi-Aventis fails to provide to all employees consistent, timely notice of job openings, prom otional opportunities, an d procedures for obtaining a prom otion. Because many female employees do not receive adequate notice regarding how to obtain promotional opportunities, they are denied an equal opportunity to apply for promotions and advancements.
b. Sanofi-Aventis solicits, pre-selects and “grooms” male employees for promotions to higher positions, favorable assignments, and training.
c. Sanofi-Aventis favors males in the assignm ent of territories and assign s males to sales ter ritories that have greater potential for higher sale s than those given t o female sales employees.
d. Sanofi-Aventis discriminatorily provides greater training opportunities to male employees to help groom them for promotions.
e. Sanofi-Aventis requires m anagers to give perm ission to an em ployee to apply for a prom otion, relying on managerial discretion and subjective decision-m aking which disproportionately affect female employees and hinder their advancement.
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f. Sanofi-Aventis selectively applies a policy of requiri ng representatives to work in their giv en position 18 months befo re obtaining a prom otion, resulting in a disparate impact upon wom en. Loopholes and exceptions to this policy are m ade to allow Sanofi-Aventis to promote pre-selected and groomed male employees.
g. Sanofi-Aventis employs a system of pe rformance evaluations that relie s upon subjective interpretations of performance and expectations and results in a disparate impact on female employees.
h. Sanofi-Aventis hires e xternal male candidates rather than advancing internal female candidates to fill v acancies and promotional positions, resulting in a disparate impact on female employees.
i. Sanofi-Aventis fails to apply in a consistent manner basic requirem ents such as ten ure, pay scale and awards, resulting in a disparate im pact on female employees.
j. Sanofi-Aventis discriminatorily denies equal compensation to f emale employees.
k. Sanofi-Aventis engages in the discriminatory practice of advancing female employees more slowly than their male counterparts.
l. Sanofi-Aventis fails to prevent se xual harassment targeted at f emale employees by male managers.
m. Sanofi-Aventis relies upon subjective criteria, including m anagerial discretion in perform ance evaluations, territory assignm ents, training, and pay and promotional decisions.
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n. Sanofi-Aventis selectively and dispr oportionally disciplines and punishes women for minor infractions. 22. Because of the Defendant’s sy stemic pattern and practice of gender discrimination, Plaintiffs and the class they seek to represent have been adversely affected and have experienced harm , including loss of comp ensation, wages, back pay, and employm ent benefits. This pattern and practice of gender discrimination includes: being denied promotions in favor of equally or less qualified male em ployees; receiving lower perfor mance appraisals for performing the sam e work at the sam e level as male employees; and being paid less than similarly situated male employees. 23. Class Representatives and class m embers have no plain, adequate, or com plete remedy at law to redress the ram pant and pervasive wrongs alleged herein; this suit is their only means of securing adeq uate relief. Class Representatives and class members are now suffering irreparable injury f rom Sanofi-Aventis’s unlawful policies, practices, and/ or procedures as set forth herein, and will co ntinue to su ffer unless those polic ies, practices, and/or proc edures are enjoined by this Court. VI. CLASS ACTION ALLEGATIONS A. Class Definition 24. Class Representatives seek to maintain claims on their own behalf and on behalf of a class of current and former Sanofi-Aventis employees. Plaintiffs are members of the class. 25. The class consists of all fem ale citizens of the United States who are, or have been, employed by Sanofi-Aventis in the United States at any time during the applicable liability period. Upon information and belief, there are thousands, of members of the proposed class.
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B. Efficiency of Class Prosecution of Common Claims 26. Certification of a class o f female employees similarly situated to Plaintiffs is the most efficient and econom ical means of resolv ing the questions of law and fact which are common to the claim s of Plaintiffs and the proposed class. Plaintiffs’ individual claim s require resolution of the question of whether Sanofi-A ventis has engaged in a systemic pattern and/or practice of gender discrim ination against fem ale employees. Plaintiffs seek rem edies to eliminate the adverse effects of such discrim ination in their own lives, career s, and working conditions, and in the lives, careers, and working conditions of the proposed class m embers, as well as to prevent continued gender discrimination in the future. Plaintiffs have standing to seek such relief because of the adve rse effect that such discrim ination has had on them individually and on females generally. In order to gain relief for themselves, as well as for the proposed class members, Plaintiffs will first estab lish the existence of systemic gender discrimination. Without class certification, the sa me evidence and issues would be subj ect to re-litigation in a m ultitude of individual lawsuits with an attendant risk of inconsistent adjudications and conflicting obligations. Certifica tion of the proposed class of fe males who have been affected by these common questions of law and fact is the m ost efficient and judicious means of pres enting the evidence and arguments necessary to resolve such questions for Plaintiffs, the proposed class and Sanofi-Aventis. C. Numerosity and Impracticability of Joinder 27. The class th at Class Representatives seek to represent is too num erous to m ake joinder practicable. The proposed class consists of hundreds, if not thousands, of current, former, and future female employees during the liability period.
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D. Common Questions of Law and Fact 28. The prosecution of Plaintiffs’ claims will require the ad judication of numerous questions of law and fact common to both Plaintiffs’ individual claims and those of the proposed class. The common questions of law include, inter alia: (a) whether Sanof i-Aventis has engaged in unlawful, system ic gender discrimination in its com pensation, selection, promotion, advancement, transfer, training, an d discipline policies, practices, and/or procedures, and in the general terms and conditions of work and em ployment; and (b) whether Sanof i-Aventis is liable for a continuing systemic violation of Title VII. 29. The common questions of fact would include, inter alia: whether, through its policies, practices and/or procedures: (a) Sanofi- Aventis has denied or delayed the prom otion of females; (b) Sanofi-Aventis has precluded fem ales from eligibility for prom otions by denying them training that m ale employees are afforded; (c) Sanofi-Aventis has paid fem ales less than comparable male employees; and (d ) Sanofi-Aventis has engaged in a pattern and practice of failing to take prompt and effective action to remedy the gender discrimination in its workplace. 30. The employment policies, practices, and/or procedures to which Plaintiffs and the proposed class are or have been subjected are se t at Sanofi-Aventis’s corporate level and apply universally to all class m embers throughout the country. These em ployment policies, practices, and/or procedures are not unique or lim ited to any departm ent; rather, they apply to all departments, and, thus, affect Plaintiffs a nd proposed class m embers no m atter the district, division, or position in which they work. 31. Discrimination in selection, prom otion and advancement occurs as a pattern and practice throughout all levels a nd all divisions of Sanofi-Aven tis. S election, promotion, and advancement opportunities are driv en by person al familiarity, subjective decision-making, pre-
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selection, and interaction between male managers, supervisors, and subordinates rather than by merit or equality of opportunity. As a result, m ale employees have advanced and continue to advance more rapidly to better and higher paying jobs than female employees.
32. Sanofi-Aventis’s policies, practices, and/ or procedures have had an adverse impact on females seeking selection for, or advancement to, better and higher paying positions.
E. Typicality of Claims and Relief Sought 33. Class Representatives’ claim s are typical of the claim s of the proposed class. Plaintiffs assert claims in each of the categories of claims they assert on behalf of t he proposed class. The relief sought by Plaintif fs for gende r discrimination complained of herein is also typical of the relief that is sought on behalf of the proposed class. 34. Class Representatives, like the m embers of the proposed class, are fem ale employees who have worked for the Defendant during the liability period. 35. Discrimination in selection, prom otion, advancement, and training af fects the Class Representatives and the proposed class members in similar ways. 36. Differential treatment between m ale and female employees occurs as a pattern and practice throughout all le vels and departm ents of Sanof i-Aventis. Sanofi-Aventis’s predominantly male managers hold female employees, including both Class Representatives and class members, to stricter standards than m ale employees, and thus fem ale employees often receive lower performance appraisals than do m ales for performing at the sam e level. Fem ale employees are also disciplined, formally and informally, more frequently and severely than their male counterparts. 37. Class Representatives and other fem ale employees have com plained to SanofiAventis’s management and Human Resources about gender discrimination and a sexually hostile
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work environment. Company investiga tions into these complaints have been inadequate and/or superficial. Class Representatives and the clas s members have been affected in the sam e ways by Sanofi-Aventis’s failure to implement adequate procedures to detect, monitor, and correct this pattern and practice of discrimination.
38. Sanofi-Aventis has failed to create adequate incentives for its managers to comply with equal employment opportunity laws regarding each of the em ployment policies, practices, and/or procedures referenced in th is Complaint, and has failed to adequately discipline its managers and other employees when they violat e the anti-discrimination laws. Th ese failures have affected Class Representatives and the class members in similar ways.
39. The relief necessary to rem edy the claims of the Class Representatives is exactly the same as that necessary to remedy the claim s of the proposed class in this case. Class Representatives seek the following relief for their individual claims and for those of the members of the proposed class: (a ) a declaratory judgm ent that Sanofi -Aventis has engaged in system ic gender discrimination against female employees by limiting their ability to be promoted to better and higher paying positions, limiting their employment opportunities to lower and less desirable classifications, limiting their training and transf er opportunities, exposing them to differential treatment, subjecting them to gender hostility at work, subjecting them to sexual harassment and a sexually hostile work environm ent, and retalia ting against them for complaining about the gender discrimination to which they are sub jected; (b) a perm anent injunction against such continuing discriminatory conduct; (c) injunctive relief which effects a restructuring of SanofiAventis’s promotion, transfer, training, performance evaluation, com pensation, work environment, and discipline policies, practices, and/or procedures so that females will be able to compete fairly in the f uture for promotions, transfers, and assignm ents to better and higher
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paying classifications with term s and conditions of e mployment traditionally enjoyed by m ale employees; (d) equitable relief which effects a re structuring of the Sanofi-Aventis workforce so that females are promoted into higher and better paying classifications than they would have held in the absence of Sanofi -Aventis’s past gender discrimination; (e) back pay, front pay, and other equitable remedies necessary to make female employees whole from Defendant’s past discrimination; (f) compensatory d amages; (g) punitive and nominal damages to prevent an d deter Sanofi-Aventis from engaging in sim ilar discriminatory practices in the f uture; and (h) attorneys’ fees, costs, and expenses.
F. Adequacy of Representation 40. Class Representatives’ interests are co-extensive with those of the members of the class that th ey seek to represen t in this cas e. Class Representatives seek to remedy SanofiAventis’s discriminatory employment policies, practices, and/or pr ocedures so that females will no longer be prevented from advancing into higher paying and more desirable positions, will not receive disparate pay and different ial treatment, will not b e subjected to gende r hostility and sexual harassment at work, and will not be re taliated against for speaking out against gender discrimination and hara ssment. Class Represe ntatives are willing an d able to r epresent the proposed class fairly and vigorously as they pursue their individual claims in this action. Class Representatives have retained counsel who are qualified, experienced and able to conduct this litigation, and to m eet the tim e and fiscal demands required to litigate an employm ent discrimination class action of this size and com plexity. The combined interests, experience and resources of Class Representa tives and their co unsel to litigate com petently the in dividual and class claims at issu e in this case clearly satisfy the ad equacy of representation requirem ent of Fed.R.Civ.P. 23(a)(4).
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G. Requirements of Rule 23(b)(2)

41. Sanofi-Aventis has acted on grounds

generally applicable to Class

Representatives and the proposed class by adopting and following sy stemic policies, practices,

and/or procedures that are disc riminatory on the basis of ge nder. Gender discrim ination is

Sanofi-Aventis’s standard operating procedure rather than a sporad ic occurrence. Sanofi-

Aventis has refused to act on grounds generally applicable to the class by, inter alia, refusing to

adopt and apply selection, prom otion, training, performance evaluation, com pensation, and

discipline policies, practices, and/or procedures that do not ha ve a disparate impact on, or

otherwise systemically discriminate against, female employees. Sanofi-Aventis’s system ic

discrimination and refusal to act on grounds that are no t discriminatory have made appropriate

the requested final injunctive and declaratory relief with respect to the class as a whole.

42. Injunctive and declaratory relief are the predominant relief sought in this case

because they are the culm ination of the proof of Sanofi-Aventis’s in dividual and class-wide

liability at the end of Stage I of a bifurcated trial. In addition, injunctive and declaratory relief are

the essential predicate f or Class Representatives’ and class members’ entitlement to m onetary

and non-monetary remedies at S tage II of such trial. Declarator y and injunctive relief flow

directly and automatically from proof of the common questions of law and fact regarding the

existence of system ic gender discrim ination against female employees at Sanofi-Aventis.

Declaratory and injunctive relief are the factual and legal predicates for Class Representatives’

and the class members’ entitlement to monetary and non-monetary remedies for individual losses

caused by, and for exemplary purposes necessitated by, such systemic discrimination.

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H. Requirements of Rule 23(b)(3) 43. The common issues of fact and law affec ting the claims of Class Representatives and proposed class m embers, including, but not lim ited to, the common issues identified in Subsection D above, predominate over any issues affecting only individual claims. 44. A class action is superior to other ava ilable means for t he fair and efficient adjudication of the claims of Class Representatives and members of the proposed class. 45. The cost of proving Sanofi-Aventis’s pattern and practice of discrimination makes it impracticable for Class Representatives and members of the proposed class to pursue their claims individually. VII. ALLEGATIONS OF THE TITLE VII CLASS REPRESENTATIVES A. KAREN BELLIFEMINE
Background 46. Class Representative Karen Bellifemine (“Ms. Bellifemine”) was hired by Sanofi-Aventis in approxim ately July 1995 as a Pr imary Care Sales Representative. Over the next twelve years, Ms. Bellif emine held a var iety of positions at Sanof i-Aventis in New York and New Jersey. M s. Bellifemine became a Senior Prim ary Care Sales Repre sentative in approximately 1996. In approximately 1998, Ms. Bellifemine became a Hospital Representative, and in approxim ately 2003, Ms. Bellifem ine became a Senior Card iovascular Specialty Sales Representative. Ms. B ellifemine went on m edical leave in approxim ately March 2006 and returned to her Senior Cardiovascular Specialty Sales Representative position in January 2007. During her tenure, Ms. Bellifem ine has endured denials of promotion, disparate pay, differential treatment and a hostile work enviro nment, sexual harassment, and retaliation. Ms. Bellifem ine filed a Class-wide EEOC Charge of gender disc rimination on or about March 8, 2006, in which
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she complained about the gender discrim ination she and other fem ales have experienced at Sanofi-Aventis.
47. Despite excellent performance, Ms. Bellif emine faced consistent denials of promotion. Ms. Bellif emine began receiving sales awards in February 1996, w hen she was awarded the Keftab Travel Award. The Keftab Travel Award was gi ven to the top ten percent of the sales force for increasing the s ales and m arket share of Keftab, a Sanofi-Aventis produ ct. Ms. Bellifemine received a Regio nal Sales A ward in February 2003 , awarded to her for her position in the top ten p ercent of the entire U.S. sales f orce for all Sanofi-Aventis products sold in the 2002 calendar year. In February 2004, Ms . Bellifemine was named to the Winners Circle for placing in the top five percent of the U.S. sales force for the 2003 calendar year.
Denials of Promotion 48. In approximately m id-February or Marc h of 2005, Ms. Bellifem ine interviewed for a promotion as a Hospital Sa les Representative to f ill one of two open territor ies in Hackensack, New Jersey . In an ticipation of receiving one of these pos itions, Ms. Bellif emine performed some of the responsib ilities of the v acant positions in addition to her n ormal duties throughout April 2005. However, Ms. Bellifem ine was discriminatorily denied th e positions, which were both given to m ales. Ms. Bellif emine did not b ecome aware that she had not been selected for the first position until approximately June of 2005 when a male, Dominick Miglizza began working in the territory. Moreover, she did not becom e aware that she had not been selected for the second position until approx imately September 2005, when Daryl Macellaro began to work in the territory. 49. On or abou t July 11, 2005 Ms. Bellifem ine requested a transfer to another position. On or about July 12, the request was denied by the Regional Director Paul Spence.
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50. From October 2005 to Decem ber 2005, Ms. Bellifemine repeatedly contacted Sanofi-Aventis’s Training Department and requested to participate in an in-house preceptorship training to becom e a sales trainer. The training forum, Sanofi City, en ables experienced sales representatives to work with newly hired sales representatives in the corporate training facility in Bridgewater, New Jersey. Ms. Bellif emine’s supervisor, District Manager Jeff Kotkin, strongly discouraged her from pursuing her interest in becoming a trainer. Manager Kotkin also directed Ms. Bellifemine not to contact anyone in the sales training depa rtment, telling her that any further contact would result in “serious consequences.” Mana ger Kotkin also directed Ms. Bellifemine to copy him on any emails and voice mails she sent to Sanofi-Aventis employees.
51. In approximately January of 2008, Ms. Bell ifemine applied to a Plavix Marketing Manager position in the Plavix Marketing Department of Sanofi-Aventis. Ms. Bellifemine has a degree in marketing and extensive experience with the product, but she was ultimately rejected for the position in February 2008.
52. As alleged herein, Ms. Bellif emine and the c lass of female representatives have been disparately impacted by Sanofi-Aventis’s policy of requiring m anagerial approval to apply for promotions.
Disparate Pay 53. Ms. Bellifemine has been su bjected to Sanofi-Aventis’s practice of discriminatorily paying female employees unequal compensation. 54. Upon information and belief, Ms. Bellifemine received a lower raise in 2005 than similarly situated male employees. Despite her exemplary sales record, Ms. B ellifemine’s manager, Manager Kotkin, gave her only a three percent raise in salary in 2005. Ms. Bellifemine received notice of her low raise on or about May 15, 2005, when she received her Earning
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Statement. Concurrently, Manager Kotkin gave two male employees, Keith LeSueur and Oscar Velez, higher raises of four percent. However, upon infor mation and belief, Ms. Bellifem ine’s sales results were better than those of both male coworkers.
55. In approximately May o f 2006, Ms. Bellif emine was discrim inatorily denied a pay increase altogether, despit e good sales num bers and excelle nt relationships with her customers. Ms. Bellifemine’s manager, Jeff Kotk in, discriminated against Ms. Bellifem ine and failed to compensate her at the same level as less or equally qualified male employees.
56. In 2007, M s. Bellifemine was yet again den ied a pay increase. Altho ugh Ms. Bellifemine had been out on disability for a portion of the 2006 sales year, she had obtained strong sales numbers for the rest of her employment period.
57. Ms. Bellifemine was ranked #1 in h er region for the sales year through the end of June 2007, and #3 in the region th rough the end of September 2007. Despite her num bers, Ms. Bellifemine was discriminatorily denied equal compensation.
Differential Terms and Conditions of Employment 58. Ms. Bellifemine is held to a high er standard than m ale coworkers at Sanof iAventis. Upon information and belief, Ms. Bellife mine’s managers discriminated against her in the terms and conditio ns of her employm ent by disciplining her m ore harshly than m ale employees. 59. District Manager Jeff Kotkin’s abusive be havior was acute on days when he and Ms. Bellifemine worked together one-on-one in a car, visiting various doctors’ offices.
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B. AMY ZEOLI Background
60. Class Representative Amy Z eoli (“Ms. Zeoli”) was hired by Sanofi-Aventis in approximately early 2001 as a Seni or Sales Representative. Over the next five y ears, Ms. Zeoli continued to perform her duties as a Senior Sale s Representative while also s erving as a sales trainer and sitting on th e Plavix Marketing Board and the Of fice Based Specialty Sales Board. Ms. Zeoli quit her em ployment with Sanofi-Aven tis in ap proximately March 2006 when it became apparent th at she would not receive th e promotion to a m anagerial position that she desired.
61. Despite outstanding performance, Ms. Zeoli faced consistent denials of promotion and pay. Ms. Zeoli began receiving sales awar ds almost from the mom ent she began her employment at Sanofi-Aventis, earning an expenses-paid vacation for placing within th e top seven percent of sales representatives in her re gion in 2001, her very first year on the job. Ms. Zeoli went on to win the sam e award in 2002, 2003, and 2004. In add ition, in 2002, Ms. Zeoli won her region’s Rookie of the Year award as well as a Certificate of Excellence for her excellent sales numbers. By the end of her te nure at Sanofi-Aventis, Ms. Zeoli was training new sales representatives, a task demonstrative of her strong sales skills.
62. In addition, Ms. Zeoli was selected to pa rticipate in a Managem ent Development Program designed to train Sales Representatives for managerial positions. Participating Sale s Representatives were guaranteed managerial job interviews upon com pletion of the Program with the un derstanding that they w ere preferred candidates. Despite com pleting the Progra m successfully, Ms. Zeoli was denie d advancement to the m anagerial positions she had been
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promised, while her m ale counterparts were d eemed eligible for managem ent positions well before having completed the Program.
63. Sanofi-Aventis’s policies of relying on managerial discretion and subjective decision-making prevented Ms. Ze oli from obtaining prom otions and higher pay. Ms. Zeoli’s District Manager, Steve Joseph, who was genera lly hostile toward wom en, blocked her fr om obtaining advancements. For exam ple, during a field ride with Manager Joseph in approximately March of 2005, Ms. Zeoli inquired a bout the possibility of a m erit increase based on her outstanding perform ance. Manager Joseph replied that Ms. Zeoli’s husband was a n attorney, and therefore “must make money.”
Denials of Promotion 64. From May 12, 2005 through March of 2006, M s. Zeoli was denied selection for promotions to management, despite the fact that she was guaranteed m anagerial job interviews based on her completion of the Management Development Program. 65. Although Ms. Zeoli had excellent sales numbers, she was continually denied promotions into managerial positions to which she applied and for which she was well qualified. Specifically, Ms. Zeoli applied for a management position in Pennsylvania, and received notice that she had not been selected in approxim ately September of 2005. The position was given to a male, Michael Vecchiarelli, who had been w ith Sanofi-Aventis for less than 18 m onths. Additionally, Ms. Zeoli also appl ied to a m anagement position in W estchester, and was denied the position in November 2005. 66. Ms. Zeoli continued to apply for promotions until she left the company in March of 2006. She applied to two management positions in New Jersey and one in Connecticut in early 2006, but was denied both positions. Regional Sales Manager Holly May, the hiring manager for
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the district manager position in the Sanofi-Aventis’s Connecticut territory, informed Ms. Zeoli, contradicting company regulations, that b ecause Ms. Zeoli resided in th e state of Connecticut, she was dis qualified from being a district manager in th e state. However, the position was ultimately given to a resident of Connecticut. Ms. Zeoli was not allo wed to interview of the position, although she had exceptional sales numbers and was the team trainer and was supported by her peer s for the position s. Ms. Zeoli’s District Sale s Manager, Steve Joseph, refused to entertain the possibility of Ms. Zeoli inte rviewing for the position , despite h er excellent qualifications and her Management Development Candidate status.
67. On or about July 14 and 15, 2005, Ms. Zeoli, along with one other fem ale and ten males, was selected to attend a s ession at the company’s “Management Development Assessor Center” in Richm ond, Virginia. During the program, Ms. Zeoli m et with a psychological consultant hired by Sanofi-Aventis to help de termine if potential applicants would m ake for effective managers. During her session, the consultant, Andrea Brown, told Ms. Zeoli that she was “too pretty and young” and th erefore would not be taken se riously as a m anager. The consultant’s assessment of Ms. Zeoli’s poten tial contradicted her excellent score on th e program’s tests.
68. Shortly before Ms. Zeoli quit her employment at Sanofi-Aventis in approximately March 2006, her co-worker Sales Representative Hilary Jackson quit Sanofi-Aventis as well. Ms. Jackson later told Ms. Zeoli th at one of the reasons she gave during her exit interview for leaving the com pany was Ms. Zeoli’s failure to get promoted to a m anagerial position. Ms. Jackson alleged that she was disillusioned with the company after someone like Ms. Zeoli wh o had been in the m anagement development program, was a sales trainer, took on additional roles and responsibilities and had good sales numbers did not get promoted.
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Disparate Pay 69. Upon information and belief, Ms. Zeoli ha s been subjected to Sanofi-Aventis’s practice of discrim inatorily denying equal co mpensation to f emale employees. Ms. Zeoli received a lower rate of pay than s imilarly situated male employees from May 12, 2005 until she left the company in March of 2006. 70. In approximately March of 2006, Ms. Zeoli was denied the m onetary compensation for an a ward she received. Ms. Zeoli was told by her supervisor Elizabeth Gainfield that she would receive the US Sales Champion award in recognition of her outstanding sales numbers for the year of 2005. However, Regional Sales Manager Ho lly May stated that Ms. Zeoli would not, in fact, receive th e award. Ultimately, Ms. Zeoli receiv ed a plaque inscribed with her nam e and “2005 Sales Cham pion,” but did not receive the accom panying monetary reward she was due. 71. Ms. Zeoli began her em ployment at Sanofi-Aventis earning a salary of approximately $58,000 per year. At the time she left the company in approximately March 2006, after winning numerous sales awards and serving as a sales trainer in her district, Ms. Zeoli was earning a base salary of approximately $71,000 per year. However, upon information and belief, Sanofi-Aventis hired males with starting salaries greater than $80,000. In addition, several males were promoted to m anagerial positions within less than a ye ar of their hire, even though company regulations stipulate that one m ust be employed by Sanofi-Aventis for a m inimum of 18 months prior to being prom oted to a m anagerial position Thus, Ms. Zeoli was subjected to Sanofi-Aventis’s discriminatory practice of se lectively promoting men by creating a loophole to help favored male applicants circumvent the minimum 18-month requirement.
Differential Terms and Conditions of Employment
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72. Ms. Zeoli was subjected to different terms and conditions of e mployment, disciplined more harshly, and held to a higher standard than male coworkers by District Manager Steve Joseph. On more than one occasion Manager Joseph would post negative things about Ms. Zeoli on Cafepharma, an industry blog, in an effort to keep her from the management track. Ms. Zeoli’s colleagues shared with her that he was responsible fo r the anonymous posts, and when Ms. Zeoli asked Manager Joseph about her suspic ions and m entioned she was going to file a complaint against him, the posts stopped. After this incident, Ms. Zeoli’s husband, an attorney, wrote a letter to Manager Joseph’s superior , Regional Sales Manager H olly May, but SanofiAventis took no action against him.
73. In addition, as part of his job, Manager Joseph would m ake a num ber of sales calls a year with each representa tive in the district. Despite her excellent sales numbers and the fact that a t this poin t Ms. Zeoli was in char ge of training new sales representatives, Manager Joseph berated her throughout the ri de-alongs, criticizing all of the sales tactics that had enabled Ms. Zeoli to be so successful. Manager Joseph berated Ms. Zeoli to the point that she would get physically ill. On several occasions, Ms. Zeoli experienced anxiety attacks and consulted with Dr. Mark Mankus who prescribed an anti-anxiety medication for Ms. Z eoli to take prior to her interactions with Manager Joseph.
C. MICHELLE POPA Background
74. Class Representative Michelle Po pa (“Ms. Popa”) was hired by Sanofi-Aventis in approximately November 2003 as a Sales Represen tative in the East Fort Lauderdale district. From May 12, 2005 until sh e left the com pany, Ms. Popa endured den ials of pro motion and disparate pay. Ms. Popa quit he r employment with Sanofi-Aven tis in approxim ately January
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2007 when it became apparent that she would not receive the promotion to a managerial position that she desired.
75. Despite excellent performance, Ms. Popa faced consistent denials of promotions and equal pay. W hen Ms. Popa was hired by Sanofi-Aventis in approximately November 2003, the sales representative whom she was replac ing was ranked approx imately 465 out of 500 nationally in his product line. Ms. Popa quickly proved inte gral in im proving her traditionally underperforming district. In 2005, Ms. Popa earned the “Jewelry Award” for placing in approximately the top 20 percent of sales representatives nationwide. Ms. Popa shortly became a favorite of the physicians with whom she work ed, once drawing approxim ately 65 doctors to a dinner program she ran. Many of the physicians had her cell phone number and som e of them wrote her letters of recommendation after she quit her em ployment at Sanofi-Aventis. In addition to her outstanding sales numbers and her favorable relati onships with many physicians, Ms. Popa held both a Bachelor’s and a Master’s degree.
Denials of Promotion 76. Despite Ms. Popa’s excellent q ualifications, she was continually denied promotional opportunities. 77. For example, in approxim ately February 2006, Ms. Popa was selected for an interview for an open Hospital Sales Repr esentative position in Raleigh-Durham, North Carolina. Ms. Popa readied a ll of her application m aterials, but when she arrived at the interview, the hiring manager, a m ale, name unknown, was not there and never arrived to perform the interview. Instead, without prev iously apologizing for having not attended the scheduled interview, the hiring m anager telephoned Ms. P opa at home at around 7:00 in the
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evening. He proceeded to conduct the interview while her children were in the background. Ms. Popa was later informed that, despite her qualifications, she was not selected for the position.
78. On another occasion, in approximately spring 2006, Ms Popa applied for an open Hospital Sales Representative position in the Fo rt Lauderdale area. Ms. Popa interviewed with District Manager Drew Diaz and then twice with Sales Represen tative Lisa Capinella, with whom Ms. Popa had previously worked. During these interviews, Ms. Capinella inappropriately asked Ms. Popa, the mother of five children, how her children would get to school and who would take care of them if she were giv en the Hospital Sales Representative position and th e heightened responsibility that would com e with it. Subse quent to her interview s with Ms. Capinella, Manager Diaz set up an 8:00 a.m. interview for Ms. Popa with the district manager in Orlando, a three-hour drive from Fort Lauderdale. Ms. Popa found this to be outrageous; a District Manager in Orlando would have no relati onship with a Hospital Sales Representative in Fort Lauderdale. During the interview with the male Orlando District Manager, name unknown, he repeatedly insinuated that the promotion represented a big life change for Ms. Popa and that it would be hard on her fa mily. Following the inte rview, Ms. Popa never heard back from anyone regarding whether she would be given the job.
79. On yet another occasion, in approximately summer 2006, Ms. Popa applied for an Office Based Specialty position in Fort Lauder dale. The day that the hiring m anager, Carlos Diaz, called her regarding her a pplication, Ms. Popa was taking a vacation day. Manager Diaz told Ms. Popa that she would have to come in to inte rview that very day, regardless of whether she was taking a vacation day. Ms. Popa went to the interview on short notice and was not given the job. In stead, the position was given to a m ale candidate from outside of her region, Sales Representative LeTerrance LNU, who had to relocate to begin the job. Ms. Popa would not have
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had to relocate for the position, but was neverthe less not given the promotion for which she was well qualified. Ms. Popa later learned that LeTerrance was a close personal friend of the Regional Manager of the Fort Lauderdale territory, ReShay Abduhac.
80. Upon information and belief, Ms. Popa was subjected to Sanofi-Aventis’s discriminatory practice of denying fem ales equal compensation. From May 12, 2005 until she left the company in January 2007, Ms. Popa receive d a lower rate of pay th an similarly situated male employees.
Disparate Pay 81. From late May 2005 until she left the company in January 2007, Ms. Popa was earning a base salary of appr oximately $54,000 per year, while the males on her team were earning approximately $70,000. This pay discrepancy be lied the fact that Ms. Popa had attained a Master’s degree while most of her male co-workers had not. 82. Upon information and belief, in appr oximately late May of 2005, Ms. Popa received a discrim inatorily low salary incr ease. Although Ms. Popa’s sales numbers were excellent, she received a raise that was lower than that of similarly situated male colleagues. 83. In approximately June of 2006, Ms. Popa once again received a discriminatorily low pay increase, d espite the fact th at she had recently won the Jewelry award and had m et all the expectations for her position. Ultimately, throughout the liability period, Ms. Popa was never given a raise of m ore than three percent, a grievance which she complained about to both Juan Ledesma and Chris Edwards, the two individuals who served as Ms. Popa’s district m anagers during her tenure.
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D.

NANCY BEANEY

Background

84. Class Representative Nancy Beaney (“Ms. Beaney”) was hired by Sanofi-

Aventis in approximately April 1991 as a part-t ime Primary Care Sales Representative, and the

position became full-time in approxim ately July of 1996. Over the next elev en years, Ms.

Beaney held a variety of positions at Sano fi-Aventis in Texas. Ms. Beane y became a

Cardiovascular Sales Consultant in approximately August of 1997. In approximately September

of 1998, M s. Beaney becam e a Se nior Primary Care Sales Associate, and in approxim ately

December of 2000, she was prom oted to an Ex ecutive Primary Care Sales Associate. In 2005,

Ms. Beaney transferred to a Sen ior Specialty CNS Sales Representati ve Position, and she

remains in that pos ition. During her tenure, Ms. Beaney has endu red denials of promotion,

disparate pay, differential treatment and a hostile work environment.

85. Ms. Beaney has been th e recipient of numerous awards while at Sanofi-Aventis,

including the Sanofi-Aventis Ring, given to the top 25% of th e sales force, and the Sales

Associate of the Year award for 2003 and 2004. Ms. Beaney has been recognized not only for

her exceptional sales numbers, but also for her positive attitude and comm itment to her team ,

receiving several district accolades such as th e Extra Mile Award, the Lightning Bolt of the

Quarter Award and the Meeting MVP award. A dditionally, Ms. Beaney’s in terest in a

management role is well-established. She received the highest score and feedback in her region

for a Career Development Center sem inar, which provided an independent assessm ent of a

management candidate’s skills and suitability.

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Denials of Promotion 86. Despite interviewing for numerous management positions between May 12, 2005 and the present, Ms. Beaney has yet to be promoted to management. 87. Although Ms. Beaney had stellar sales numbers, she was continually denied promotions into managerial positions to which she applied and for which she was well qualified. Specifically, in May of 2006, Ms. Beaney’s form er manager, Mike Cooper, approached her about a District Sales Manager (“DSM”) vacancy in Dallas. However, when Ms. Beaney tried to discuss the position with her male manager, Regional Sales Director Tracy Dahms (“Director Dahms”) informed her that he could not support her in her application. 88. In approximately November of 2005, afte r Ms. Beaney had transferred from a primary care sales team to a CNS Specialty Posi tion, she received a letter indicating that she had been reclassified as a Specialty Senior Sales Professional, and therefore lost her Ex ecutive Sales ranking, an effective demotion. 89. Despite her exceptional performance in her position as a CNS repres entative, Ms. Beaney was not promoted back to the Executive Sales level. In 2006, Director Dahm s specified the skills necessary for a sales level promotion in a “Bars Chart.” Representatives who m et the criteria would be promoted to the next sales level. Although Ms. Beaney met all the criteria, she did not receive the promotion. 90. In July of 2006, Ms. Beaney interviewed with Hiring Manager Mike Doherty (“Manager Doherty”) for the Dallas DSM pos ition. From approximately August 2006 until approximately November 2006, Ms. Beaney served as the interim District Sales Manager for her district and anticipated that she would be selected for the permanent position. In August of 2006,
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she interviewed with Area Vice President Mike Cahill for the Dallas DSM position. Ms. Beaney was told on a Friday in approximately August of 2006 that she would be promoted to the Dallas District Sales Manager position. The following Monda y, she received the news that, due to a hiring freeze, the position could not be filled a t the time. However, once the hiring freeze was lifted in November of 2006, Mana ger Doherty informed Ms. Beaney that she no longer had the District Sales Manager position. A male was bein g brought back from a We st Texas District to fill the spot, despite th e excellent reviews tha t Ms. Beaney received f or her perform ance as interim DSM.
91. In addition, in approxim ately January of 2007, Ms. Beaney received an em ail regarding an opening for a Derm ik Aesthetics Regional Sales Manager position. The em ail stated that Sanofi-Aventis had a “strong desire to look at fem ale and minority candidates.” Ms. Beaney received an outstanding recommendation from Manager Doherty, who stated that he “wish[ed] she would wait until [Manager Dohert y had] an opening, but she is too good to not consider now.”
92. Ms. Beaney completed the online application and e-mailed her resume to Human Resources Manager Lisa Craven on or about January 18, 2007. She received an autom ated email response on or about January 21, 2007 indicati ng that she was not selected for the position, without an interview. In addition, she did no t receive a response from Human Resources. The job was ultimately given to Reginald Gatewood, a male who left Plavix Marketing in the home office in New Jersey to take the position – yet a nother instance of Defendant’s practice of hiring male candidates over equally qualified female candidates.
93. In March of 2007, Ms. Beaney applied fo r a District Manager position with Sanofi-Pasteur, but did not receive any feedback regarding her status.
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94. In October of 2007, Ms. Beaney applie d for an open Dallas District Sales

Manager Position. She was once again rejected without an in terview in a pproximately

November of 2007, despite having been told on numerous occasions that she would be ideal for a

District Sales Manager position and receiving nothing but positive feedback. The position was

given to Sean Johnson, a male who transferred from West Texas.

Disparate Pay

95. Upon information and belief, Ms. Beaney was subjected to Sanofi-Aventis’s

practice of denying females equal com pensation and received a lower ra te of pay than sim ilarly

situated male counterparts from May 12, 2005 until the present.

96. During her year-end review in May of 2006, Ms. Beaney met all the criteria for a

promotion to the executive sales level, and he r manager, John Bodnar (“Manager Bodnar”) gave

her the following rating: “outstanding, and an

inline prom otion to Executive Specialty

Representative.” However, Ms. Beaney did not receive a promotion in title or a promotional pay

increase.

97. In February of 2007, Ms. Beaney again asked management about returning to

Executive level. She was told, however, that Executiv e level promotions are only for “career

sales” professionals, and because Ms. Beaney had expressed an interest in Management, she was

no longer eligible for an Executive level position, or the accompanying raise, despite having held

such a title before.

98. In September of 2007, during her m id-year review with Manager Bodnar, Ms.

Beaney yet again discussed advancem ent to an executive sales level. Manager Bodnar stated

that Director Dahms had made the decision that she would not be allowed to enter the Executive

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sales level despite her qualifications. Even af ter Director Dahm s subsequently left Sanofi-

Aventis, there was no mention of any change in Ms. Beaney’s title.

99. Additionally, in June of 2007, Ms. Beaney received notice that her merit increase

for her perform ance in 2006 was lower than

similarly situated m ales. Ms. Beaney’s

“Outstanding” rating for the year of 2006 only s ecured her a 6% raise, the lowest possible

increase for her rating category. U pon information and belief, m ale employees w ho received

“Outstanding” ratings were awarded higher raises.

E. JENNIFER STORM

Background

100. Class Representative Jennifer Storm (“Ms. Storm ”) was hired by Sanofi-

Aventis in approxim ately September 2003 as a Sa les Representative in the Cleveland region.

From May 12, 2005 until sh e left the com pany in July 20 07, Ms. Storm endured denials of

promotion and disparate pay. Ms. Storm

quit her employment with Sanofi-Aventis in

approximately July 2007 when it becam e apparent that she would not receive the p romotion to

the senior position that she desired.

101. Ms. Storm earned sev eral awards as a sales represen tative, including the Top

Primary Care Professional in her region for 2007, and was a m ember of the Plavix sales team

ranked number one in the nation. In addition, Ms. Storm met and often ex ceeded all her sales

quotas, and received positive feedback from her regional manager. Desp ite her excellent sales

record, however, Ms. S torm was not considered for promotional opportunities, and constantly

denied advancement in favor of male colleagues.

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Denials of Promotion 102. Despite her exceptional performance, Ms. Storm was denied promotions to better paying positions from May 12, 2005 until she left Sanofi-Aventis in July of 2007. 103. For example, in early 2006, during the y ear-end review process for the 2005 sales year, Ms. Storm expressed an interest in a Seni or Sales Representative position to her m anager, Allan Krol (“Manager Krol”). Manager Krol then proceeded to give Ms. Sto rm a “b elow expectations” year-end review, completely disregarding her outstanding sales record and her past performance. The negative review caused Ms. Storm to be ineligible for the prom otion, which was given to a male, Jim Swogger. 104. Ms. Storm petitioned for a review of Ma nager Krol’s evaluation. However, she never received feedback after her request, despite company policy stating that management must review evaluations in response to employee petitions. 105. In addition, Ms. Storm was often discour aged from applying to positions by her male managers. W hen a District T rainer position opened in the spring of 2006, Ms. Storm expressed her interest to Manage r Krol and asked about the applic ation process. Manager Krol told her th at she would have to write a letter to him, but not to bother because sh e would be wasting her time, since he would no t consider her for the position. The position was eventually given to a male. 106. In early 2007, Ms. Storm once again expre ssed interest in becom ing a Senior Sales Representative, but was once again denied . Ms. Storm had receive d a positive review for the year of 2006, but she was not even considered for a prom otion to the Senior Sales level. Todd Means, a m ale, was prom oted instead. When she expressed her frustration to Regional
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Manager Bill Dowell (“Manager Dowell”), she was informed that she would not be considered for the promotion because of the earlier negative review given by Manager Krol.
Disparate Pay 107. Upon information and belief, Ms. Stor m was subjected to Sanofi-Aventis’s discriminatory practice of denying fem ales equal compensation. From May 12, 2005 until July 2007, Ms. Storm received a lower rate of pay than similarly situated male employees. 108. Specifically, Todd Means, Ms. Storm ’s male partner, performed a job identical to Ms. Storm’s, but earned a higher salary. 109. In addition, Ms. Storm was discrim inatorily denied a sa lary increase in ear ly 2006. Because Manager Krol gave Ms. Storm a “below expectations” review for her year-endreview, Ms. Storm did not receive an annual salary increase in 2006. 110. Despite her strong performance and positive year-end review, Ms. Storm received a discriminatorily low pay increase in approximately June of 2007. Upon information and belief, Ms. Storm’s raise was substantially lower than that of similarly situated male colleagues.
Differential Terms and Conditions of Employment 111. Ms. Storm was held to a higher standard than male coworkers at Sanofi-Aventis. Specifically, when Allan Krol becam e her Dist rict Manager in 2005, he imm ediately began to make discriminatory comments about her and s ubjected her to differen t terms and conditions of employment than male employees. 112. During Ms. Storm’s very first ride-along with Manager Krol, he told her he never would have hired her, and that she should have been a nurse inst ead of a Sales Representative. During subsequent sales rides, Manager Krol c ontinued to criticize Ms. Storm’s career choice,
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even though her perform ance was excellent. Ms. Storm was the only woman in a pod of four sales representatives, and Manager Krol directed his comments solely to her.
VIII. CLASS ALLEGATIONS OF THE NEW YORK SUBCLASS 113. Plaintiff Karen Bellif emine, brings claim s for relief for violations of New York
Law as a class action, pursuant to Fed. R. Civ. P. 23, on behalf of herself and a subclass of Sanofi-Aventis employees, defined as follows:
All persons who are, were, or will be em ployed by Defe ndants as sales em ployees in New York State, or resided in New York state, at any time within the three years prior to the date of the filing of the Complaint.
114. The New York Subclass is so numerous that joinder of all m embers, whether otherwise required or permitted, is im practicable. On inf ormation and belief , numerous individuals were em ployed as sales em ployees in Defendant’s various New Yor k territories during the relevant time period.
115. There exist questions of law and fact common to the New York Subclass which predominate over any questions affecting only individual members, including:
(a) whether Sanofi-Aventis has engaged in unlawful, systemic gender discrimination in its compensation, pay, selection, prom otion, advancement, transfer, training, discipline, performance review, evaluation, territory assign ment, tenure, pay scal e and award policies, practices, and/or procedures, and in the general terms and conditions of work and employment.
(b) whether Sanofi-Aventis is liable f or a continuing systemic violation of New York Law;
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(c) whether, through its policie s, practices, and/or procedur es Sanofi-Aventis has denied or delayed the promotion of females in New York;
(d) whether, through its policies, practices , and/or procedures Sanofi-Aventis has precluded females in New York f rom eligibility for prom otions by denying them training that male employees are afforded;
(e) whether, through its policies, practices, and/or procedures Sanofi-Aventis has paid females in New York less than comparable male employees; and
(f) whether, through its policies, practices, and/or procedures Sanofi-Aventis has engaged in a patte rn and practic e of failing to take prompt and e ffective action to rem edy the gender discrimination in its New York workplace and has created a hostile work environment.
116. Ms. Bellifemine’s claims are typical of the claims of the New York Subclass. Like all Su bclass members, Plaintiff Bellifemine is em ployed by Def endant and has been discriminated against on the basis of her gender. Plaintiff Bellifemine suffers the same kind of harm as other Subclass members.
117. Ms. Bellifemine’s interests are co-extensive with those of the members of the class that she seeks to re present in this case. Class Representative Bellifemine seeks to rem edy Sanofi-Aventis’s discriminatory employment policies, practices, a nd/or procedures. Ms. Bellifemine is willing and able to represent the proposed class fairly and vigoro usly as th ey pursue their individual claim s in this action. Ms. Bellifem ine has re tained counsel who are qualified, experienced and able to conduct this litigation, and to meet the tim e and fiscal demands required to litigate an employment discrimination class action of this siz e and complexity. The com bined interests, experien ce, and resources of Cl ass Representatives and
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their counsel to litig ate competently the individual and class claims at issue in th is case clearly satisfy the adequacy of representation requirement of Fed.R.Civ.P. 23(a)(4).
A. KAREN BELLIFEMINE’S NEW YORK CLAIMS 118. Ms. Bellifemine incorporates by reference herein all of her factual allegations set forth in sec tion VII (A ) and in se ction IX (A). Additionally, Ms. Bellif emine alleges the following in support of her New York Executive Law § 296 claim: 119. In approximately April of 2004, Ms. Bellifem ine was denied a prom otion to the executive sales level and the accompanying salary increase. Ms. Bellife mine received her yearend review in approximately April 2004. She had pr eviously expressed an interest in obtaining a promotion to the executive sales lev el, and had recently won a national sales trip for her 2003 performance as one of the top 10% sales repr esentatives in the country. Additionally, Ms . Bellifemine had been prom ised that she would r eceive a promotion if she accomplished all her goals for the year. However, despite the fact th at she met all the goals set out for her and won a prestigious award, Ms. Bellifemine was denied the promotion by her new manager, Jeff Kotkin, who had not been Ms. Bellifemine’s manager during the year for which she was being evaluated. 120. While working in Hackensack, Ms. Bellif emine attained Winners Circle recognition, and she was instrum ental in helping her te rritory achieve a high national ranking. However, instead of rewarding Ms . Bellifemine for her achievem ent, Sanofi-Aventis assigned Ms. Bellifemine’s high-performing hospital territory to a male Sales Representative, Todd Mikolajczk, to groom him for a prom otion. Mr. Mikolajczk was promoted to the position of Metabolism Sales Manager in approximately January 2005, even though the sales ranking of the Hackensack territory had declined during his tenure. Ms. Bellifemine has not been given th e opportunity to become a manager.
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121. Additionally, Ms. Bellifemine was subjected to disparate terms and conditions of employment. Ms. Bellifem ine’s manager, Manager Kotkin was genera lly hostile towards women and harassed her. For example, in approximately January 2005, Manager Kotkin lost his temper and tried to force Ms. Bellifemine to admit to false accusations about her expense reports.
122. Ms. Bellifemine and the New York class we re discriminatorily subjected to disparate terms and conditions of employment, a hostile work environment and discrimination in promotions, pay, com pensation, transfer, training, performance reviews, territory assignm ents, tenure, pay scale, awards, discipline, and other forms of discrimination on the basis of gender in violation of New York Executive Law § 296.
IX. INDIVIDUAL ALLEGATIONS OF THE PLAINTIFFS A. KAREN BELLIFEMINE Retaliation 123. Defendant Sanofi-Aventis retaliated against Ms. Bellif emine by ref using to
promote her or transfer her af ter she reported Manager Kotk in’s gender discrim ination and harassment.
124. Ms. Bellifemine reported Manager Kotk in’s wrongful conduct th ree times between June 2005 and February 2006 to Hum an Resources at Sanofi-Aventis. Because of Ms. Bellifemine’s complaints to Human Resources, Manager Kotkin retaliated against her.
125. On or about June 9 and 10, 2005, Ms. Bellifem ine documented Manager Kotkin’s inappropriate behavior in em ails she sent to Kevin Phox in Hum an Resources. She then requested a transfer to another position. On or about July 11, 2005, the request was denied by the Regional Director Paul Spencer.
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126. In approximately December 2005, Manag er Kotkin falsely accused Ms.

Bellifemine of having poor relation ships with certain customers and poor comm unication skills.

On or about January 8, 2 006, Ms. Bellifemine sent an email to Kevin Phox in Hum an Resources

to report that Manager Kotkin had reta liated against her for reporting him to Huma n Resources

several times. Ms. Bellifemine explained to Mr. Phox that Manager Kotk in had documented his

accusations against her in a memo dated December 22, 2005. In addition to the false accusations

concerning Ms. Bellifem ine’s job perform ance, Manager Kotkin’s mem o suggested Hum an

Resources investigate his claims in what he termed a “360 evaluation” of Ms. Bellifemine.

127. Because Ms. Bellifemine had filed a Hum an Resources co mplaint against him,

Manager Kotkin prevented her from receiving a promotion to the position of sales trainer. From

October 2005 to December 2005, Ms. Bellifem ine repeatedly contacted Sanof i-Aventis’s

Training Department and requested to particip ate in an in-house precepto rship training to

become a sales trainer. The training foru

m, Sanofi City, enables exp erienced sales

representatives to work with newly hired sales representatives in the corporate training facility in

Bridgewater, New Jersey. Ms. Bellif emine’s supervisor, District Manager Jeff Kotkin, strongly

discouraged her from pursuing her interest in becoming a trainer. Manager Kotkin also directed

Ms. Bellifemine not to contact anyone in the sales training depa rtment, telling her that any

further contact would result in “serious consequences.” Mana ger Kotkin also directed Ms.

Bellifemine to copy him on any emails and voice mails she sent to Sanofi-Aventis employees.

128. On or about January 8, 2006, Ms. Bellif emine notified Hum an Resources and

complained about Manager Kotkin for his harassing and hostile behavior toward her and other

women. In her complaint to Human Resources, Ms. Bellifemine stated that Manager Kotkin was

retaliating against her by falsely accusing her and by threatening to harm her reputation at work.

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129. Ms. Bellifemine took m edical leave in approxim ately March 200 6. Fr om approximately June 2006 to approxim ately October 2006, Sanofi-Aventis Hum an Resources continued to haras s Ms. Bellifemine, denying her d isability. On October 1, 2006, Ms. Bellifemine was threatened with term ination if she did not return to work, even though he r doctor had stated that she was not physically ready.
130. During Ms. Bellifemine’s Workers’ Compensation Hearing on January 9, 2007, Senior Director of Human Resources Kelly B yrne testified that Sano fi-Aventis maintained a “Green File” on Ms. Bellifemine. Includ ed in this “Green File” are docum ents written by Manager Kotkin falsely accusing Ms. Bellifemine of having poor relationships with key SanofiAventis physician-customers. On or about January 24, 2007, Ms. B ellifemine sent rebuttal letters to Ms. Byrne written by these same key physician-customers, demonstrating that Manager Kotkin’s intent was to false ly document Ms. Bellifemine’s performance, harass, and intimidate her. On num erous occasions Ms. Bellifem ine requested Mr. Phox and Ms. Byrne to investigate false accusations generated by Manager Kotkin, but a proper investigation was never conducted by the Sanofi-Aventis Human Resources Department.
131. Ms. Bellifemine incorporates by re ference all other a llegations relating to the terms and conditions of her employment in section VII (A).
Hostile Work Environment and Sexual Harassment 132. Ms. Bellifemine endured a sexually charged work environment and was subjected to an ongoing pattern and practice of discri mination as well as a sexually hostile work environment by her managers and Defendant Sanofi-Aventis failed to take action to prevent such harassment.
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133. Ms. Bellifemine’s Manager, District Sales Ma nager Jeff Kotkin was generally hostile towards wom en and harassed Ms. Bellifemine based on her gender. For example, in 2005, a sexually explicit em ail sent by Manager Ko tkin quickly circulated around the division and was received by several em ployees, including Ms. B ellifemine and W endy Schwartz. Manager Kotkin further acceded that the em ail originated in upper m anagement. Ms. Schwartz brought the em ail to the attention of Hum an Resources in approxim ately June 2005, in conjunction with Ms. Bellifemine’s complaints.
134. The sexual harassment and hostile work e nvironment was so pervasive that even male employees reported the conduct to Hum an Resources. Represen tative Scott Brick was disgusted by sexually explicit language used to describe his female coworkers. Mr. Brick contacted Sanofi-Aventis Hum an Resources after leaving the com pany in approxim ately June 2005 in support of the sexual harassment claims made by Ms. Bellifemine and two of her female coworkers.
135. Ms. Bellifemine incorporates by re ference all other a llegations relating to the terms and conditions of her employment in section VII (A) and IX (A).
B. AMY ZEOLI Hostile Work Environment and Sexual Harassment
136. While at Sanof i-Aventis, Ms. Zeo li was sub jected to sex ual harassment from District Manager Steve Joseph. After Manager Joseph became district m anager, he quickly fostered a sexually charged work atmosphere. Ms. Zeoli was the only fe male present on her team of eight sales representatives. During m eetings, Ms. Zeoli’s co-workers would habitually make lewd comments about Ms. Zeoli’s breasts as well as other m isogynistic slurs. Regardless
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of the inappropriateness of the comm ents, Manager Joseph never reprim anded any of the m ales on Ms. Zeoli’s team.
137. In addition, at a company holid ay party in approxim ately December 2005, Manager Joseph uttered sexist com ments concerning Sales Representative Kristen Peake to several of her team members. Manager Joseph had harassed Ms. Peake, one of Ms. Zeoli’s colleagues in her sales distri ct, throughout her pregnancy that year. Ms. Zeoli spoke with Manager Joseph’s superior, Regional Sales Ma nager Holly May, and told her of specific discriminatory incidents involving Manager Joseph. However, Ms. May told Ms. Z eoli that she “would not support” Ms. Zeoli if Ms. Zeoli brought these claims to Human Resources. The only change that came from Ms. Zeoli’s conversation with Ms. May was that Manager Joseph never again went on a ride-along with Ms. Zeoli.
138. Manager Joseph was genera lly hostile towards wom en and harassed Ms. Zeoli based on her gender. F or example, in approximately January 2005, Ms. Zeoli was involved in a car accident and was f orced to take disability leave to recuperate from her injuries. During her absence, Manager Joseph called Ms. Zeoli repeatedly on the telephone, telling Ms. Zeoli and her colleagues that he could give her job to someone else. The calls continued until a representative from Occupational Health informed Manager Joseph that he was not to call Ms. Zeoli during her medical leave.
139. Ms. Zeoli incorporates by reference all other allegations relating to the terms and conditions of her employment in section VII (B).
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C. JENNIFER STORM Retaliation
140. Sanofi-Aventis retaliated against Ms. St orm by preventing her from obtaining promotions and advancem ent and by subjecting her to disparate term s and conditions of employment.
141. Ms. Storm repeatedly called Hum an Resources in approximately March 2006 to complain about the hostile work environm ent she was enduring, and she asked that her complaints be kept private. Ms. S torm was to ld by the hum an resources representative that if Manager Krol’s behavior continued to be hos tile, the com pany would consider it to be retaliatory.
142. However, despite Ms. Storm ’s request for privacy, Human Resources contacted Ms. Storm’s regional manager, who in turn informed Manager Krol of Ms. Storm’s complaints.
143. In the spring of 2006, Ms. Storm approach ed Manager Krol about applying to a District Trainer position, but Manager Krol told her not to bother because she would not get the position.
144. In approximately June 2006, after Ms. St orm’s complaint to Hum an Resources, Manager Krol scheduled a m eeting with Ms. St orm. During the meeting, Manager Krol showed Ms. Storm a print-out of her ca ll notes, and immediately began to accuse her of inaccurately reporting her call activity. Manager Krol’s conduc t was so abrasive that at the end of the meeting, Ms. Storm informed him she was not co mfortable meeting him without a third party present.
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145. After the meeting, Ms. Storm told Regional Manager Bill Dowell about Manager Kroll’s attitude. Despite Ms. Sto rm’s complaint, Manager Kroll conti nued to threaten and criticize her.
146. Ms. Storm incorporates by reference all other allegations relating to the terms and conditions of her employment in section VII (E).
CLASS COUNTS COUNT I
VIOLATIONS OF TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, 42 U.S.C. § 2000, et seq., AS AMENDED GENDER DISCRIMINATION
147. Class Representatives re-allege an d incorporate by reference ea ch and every allegation contained in each and every aforementioned paragraph as though fully set forth herein.
148. Sanofi-Aventis has discriminated against Class Representatives and all m embers of the proposed class by treating them differently from and less preferably than similarly situated male employees and by subjecting them to discrim inatory denials of promotions, discrim inatory denials of pay raises, discrim inatory performance evaluations, discrim inatory subjection to disciplinary procedures, disparate pay, disparate terms and conditions of employment, and other forms of discrimination in violation of Title VII.
149. Sanofi-Aventis’s conduct has been intentional, deliberate, willful, malicious, reckless, and conducted in callous disregard of the rights of Class Representatives and the members of the proposed class.
150. As a direct and proxim ate result of Sanofi-Aventis’s aforementioned conduct, Class Representatives and the m embers of th e proposed class were dam aged and suffered economic losses, mental and emotional harm, anguish, and humiliation.
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151. Sanofi-Aventis’s policies, practices, and/or procedures have produced a disparate impact against Class R epresentatives and the cl ass members with res pect to their term s and conditions of employment.
152. By reason of the continuous nature of Sanofi-Aventis’s discriminatory conduct, persistent throughout the em ployment of Cl ass Representatives and class m embers, Class Representatives and class members are entitled to application of the continuing violation doctrine to all of the violations alleged herein.
153. By reason of the discrim ination suffered at Sanofi-Aventis, Class Representatives and the members of the proposed class are entitled to all legal and equitable rem edies available under Title VII.
COUNT II VIOLATIONS OF N.Y. EXEC. LAW § 296
GENDER DISCRIMINATION (On Behalf of Plaintiff Bellifemine and the New York Subclass) 154. Class Representative K aren Bellifemine and the proposed New York Subclass (“NY Subclass”) re-allege and incorporate by reference each and every allegation contained in each and every aforementioned paragraph as though fully set forth herein. 155. Because of their gender, Sa nofi-Aventis discriminated against Ms. B ellifemine and the members of the proposed NY Subclass in compensation or in the term s, conditions, or privileges of their employment, in violation of New York Executive Law § 296. 156. Because of their gend er, Sanofi-Aventis also denied o r withheld from Ms. Bellifemine and the mem bers of the proposed NY Subclass their rig ht to b e admitted to or participate in an on-the-job training program , executive training program and/or m anagement training program in violation of New York Executive Law § 296.
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157. Sanofi-Aventis further discriminated against Ms. Bellifemine and the members of the proposed NY Subcl ass in their pursuit of such programs and discriminated against them in the terms, conditions or privileges of such programs because of gender, in violation of New York Executive Law § 296.
158. As a direct and proximate result of Sanofi-Aventis’s aforementioned conduct, Ms. Bellifemine and the m embers of the propo sed NY Subclass we re damaged and suf fered economic losses, mental and emotional harm, anguish, and humiliation.
159. By reason of the continuous nature of Sanofi-Aventis’s discriminatory conduct, persistent throughout the employment of Ms. Be llifemine and class members, Ms. Bellifemine and the m embers of the proposed NY Subclass ar e entitled to applica tion of the continuing violation doctrine to all of the violations alleged herein.
160. By reason of the gender discrim ination suffered at Sanofi-Aventis, Ms. Bellifemine and the members of the proposed NY Subclass are entitled to all legal and equitable remedies available under New York Executive Law § 296.
INDIVIDUAL COUNTS COUNT III
VIOLATIONS OF TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, 42 U.S.C. § 2000E-3 RETALIATION
(On Behalf of Named Plaintiff Bellifemine) 161. Ms. Bellifemine re-alleges and incorpora tes by refere nce each a nd every allegation in each and every aforementioned paragraph as though fully set forth herein. 162. Ms. Bellifemine’s EEOC charge include s a complaint of retaliation against Sanofi-Aventis.
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163. Sanofi-Aventis retaliated against Ms. Bellifem ine because she ins isted upon a work environment free of gender discrim ination and because she complained about gende r discrimination by subjecting her to adverse employm ent actions, including but no t limited to, disparate terms and conditions of employment in violation of Title VII § 2000E-3.
164. Sanofi-Aventis’s actions were intentional, de liberate, willful, malicious, reckless, and conducted in callous disregard of causing harm to Ms. Bellifemine.
165. As a direct and proximate result of Sanofi-Aventis’s aforementioned conduct, Ms. Bellifemine was da maged and suffered econom ic losses, mental and emotional harm, anguish, and humiliation.
166. By reason of the retaliation suffered at Sanofi-Aventis, Ms. Bellifemine is entitled to all legal and equitable remedies available under Title VII § 2000E-3.
COUNT IV VIOLATIONS OF N.Y. EXEC. LAW § 296
RETALIATION (On Behalf of Named Plaintiff Bellifemine) 167. Ms. Bellifemine re-alleges and incorpora tes by refere nce each a nd every allegation in each and every aforementioned paragraph as though fully set forth herein. 168. Ms. Bellifemine’s EEOC charge include s a complaint of retaliation against Sanofi-Aventis. 169. Sanofi-Aventis retaliated against Ms. Bellifem ine because she ins isted upon a work environment free of gender discrim ination and because she complained about gende r discrimination by subjecting her to adverse employm ent actions, including but no t limited to, disparate terms and conditions of employment in violation of New York Executive Law § 296.
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170. Sanofi-Aventis’s actions were intentional, de liberate, willful, malicious, reckless, and conducted in callous disregard of causing harm to Ms. Bellifemine.
171. As a direct and proximate result of Sanofi-Aventis’s aforementioned conduct, Ms. Bellifemine was da maged and suffered econom ic losses, mental and emotional harm, anguish, and humiliation.
172. By reason of the retaliation suffered at Sanofi-Aventis, Ms. Bellifemine is entitled to all legal and equitable remedies available under New York Executive Law § 296.
COUNT V VIOLATIONS OF TITLE VII OF THE CIVIL RIGHTS ACT OF 1964,
42 U.S.C. § 2000E-3 SEXUAL HARASSMENT (On Behalf of Named Plaintiff Bellifemine)
173. Ms. Bellifemine re-alleges and incorpora tes by refere nce each a nd every allegation in each and every aforementioned paragraph as though fully set forth herein.
174. Ms. Bellifemine’s EEOC charge includes a complaint of sexual harassm ent against Sanofi-Aventis.
175. Ms. Bellifemine endured a sexually charged work environment and was subjected to an ongoing pattern and practice of discri mination as well as a sexually hostile work environment by her m anagers, and Defendant Sanof i-Aventis failed to take ac tion to preven t such harassment.
176. Sanofi-Aventis’s actions were intentional, de liberate, willful, malicious, reckless, and conducted in callous disregard of causing harm to Ms. Bellifemine.
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177. As a direct and proximate result of Sanofi-Aventis’s aforementioned conduct, Ms. Bellifemine was da maged and suffered econom ic losses, mental and emotional harm, anguish, and humiliation.
178. By reason of the sexual harassment suffered at Sanofi-Aventis, Ms. Bellifemine is entitled to all legal and equitable remedies available under Title VII § 2000E-3.
COUNT VI VIOLATIONS OF N.Y. EXEC. LAW § 296
SEXUAL HARASSMENT (On Behalf of Named Plaintiff Bellifemine)
179. Ms. Bellifemine re-alleges and incorpora tes by refere nce each a nd every allegation in each and every aforementioned paragraph as though fully set forth herein.
180. Ms. Bellifemine’s EEOC charge includes a complaint of sexual harassm ent against Sanofi-Aventis.
181. Ms. Bellifemine endured a sexually charged work environment and was subjected to an ongoing pattern and practice of discri mination as well as a sexually hostile work environment by her m anagers, and Defendant Sanof i-Aventis failed to take ac tion to preven t such harassment.
182. Sanofi-Aventis’s actions were intentional, de liberate, willful, malicious, reckless, and conducted in callous disregard of causing harm to Ms. Bellifemine.
183. As a direct and proximate result of Sanofi-Aventis’s aforementioned conduct, Ms. Bellifemine was da maged and suffered econom ic losses, mental and emotional harm, anguish, and humiliation.
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184. By reason of the sexual harassment suffered at Sanofi-Aventis, Ms. Bellifemine is entitled to all legal and equitable remedies available under New York Exec. Law § 296
COUNT VII VIOLATIONS OF TITLE VII OF THE CIVIL RIGHTS ACT OF 1964,
42 U.S.C. § 2000E-3 SEXUAL HARASSMENT (On Behalf of Named Plaintiff Zeoli) 185. Ms. Zeoli re-alleges and incorporates by reference each an d every allegation in each and every aforementioned paragraph as though fully set forth herein. 186. Ms. Zeoli endured a sexually charged work environment and was subjected to an ongoing pattern and practice of discrimination as well as a sexually hostile work environment by her managers, and Defendant Sanofi-Aventis failed to take action to prevent such harassment. 187. Sanofi-Aventis’s actions were intentional, de liberate, willful, malicious, reckless, and conducted in callous disregard of causing harm to Ms. Zeoli. 188. As a direct and proximate result of Sanofi-Aventis’s aforementioned conduct, Ms. Zeoli was dam aged and suffered econom ic losses, mental and em otional harm, anguish, and humiliation. 189. By reason of the sexual harassm ent suffered at Sanofi-Aventis, Ms. Zeoli is entitled to all legal and equitable remedies available under Title VII § 2000E-3.
49

Case 1:07-cv-02207-JGK-GWG Document 32 Filed 04/21/08 Page 50 of 53
COUNT VIII VIOLATIONS OF TITLE VII OF THE CIVIL RIGHTS ACT OF 1964,
42 U.S.C. § 2000E-3 RETALIATION
(On Behalf of Named Plaintiff Storm)
190. Ms. Storm re-alleges and incorporates by reference each an d every allegation in each and every aforementioned paragraph as though fully set forth herein.
191. Sanofi-Aventis retaliated against Ms. St orm because she in sisted upon a work environment free of gender discrim ination and because she complained ab out gender discrimination. Sanofi-Aventis subjected Ms. Stor m to adverse em ployment actions, including but not lim ited to, denials of promotion and di sparate terms and conditions of em ployment in violation of Title VII § 2000E-3.
192. Sanofi-Aventis’s actions were intentional, de liberate, willful, malicious, reckless, and conducted in callous disregard of causing harm to Ms. Storm.
193. As a direct and proximate result of Sanofi-Aventis’s aforementioned conduct, Ms. Storm was dam aged and suffered econom ic losses, mental and em otional harm, anguish, and humiliation.
194. By reason of the retaliation suffered at Sanofi-Aventis, Ms. Storm is entitled to all legal and equitable remedies available under Title VII § 2000E-3.
PRAYER FOR RELIEF WHEREFORE, Class Representatives, on behalf of themselves and the members of the class whom they seek to represent, request the following relief: A. Certification of the case as a class action maintainable under Federal Rules of Civil Procedure Rule 23 (a), (b)( 2), and/or (b)(3), on be half of the proposed plaintiff class, and
50

Case 1:07-cv-02207-JGK-GWG Document 32 Filed 04/21/08 Page 51 of 53
designation of the Plaintiffs as re presentatives of this class and their co unsel of record as class counsel;
B. Declaratory judgment that Sanofi-Aventis’s e mployment policies, practices, and/or procedures challenged herein are illegal and in violation of Title VII;
C. A permanent injunction against Sanofi-Ave ntis and its partners , officers, owners, agents, successors, employees, and/or representatives, and any and all persons acting in concert with them, from engaging in any further unlaw ful practices, policies, custom s, usages, and gender discrimination by the Defendant as set forth herein;
D. An Order requiring Sanofi-Aventis to in itiate and im plement programs that (i) will provide equal employment opportunities for fe male employees; (ii) will rem edy the effects of the Defendant’s past and present unlawful empl oyment policies, practices and/or procedures; and (iii) will e liminate the con tinuing effects of the discrim inatory and retaliatory practices described above;
E. An Order requir ing Sanofi-Aventis to initiate and im plement systems of assigning, training, transferri ng, compensating and prom oting female employees in a nondiscriminatory manner;
F. An Order establishing a task force on equality and fairness to determ ine the effectiveness of the program s described in (D ) and (E ) above, which would provide for (i) monitoring, reporting, and retaining of jurisdiction to ensure equa l employment opportunity; (ii) the assurance that injun ctive relief is proper ly implemented; and ( iii) a quarte rly report setting forth information relevant to the determ ination of the effectiveness of the program s described in (D) and (E) above;
51

Case 1:07-cv-02207-JGK-GWG Document 32 Filed 04/21/08 Page 52 of 53
G. An Order placing or rest oring Plaintiffs and the class m embers into those jobs they would now be occupying but f or Sanofi-Aventis’s discriminatory policies, practices, and/or procedures;
H. An Order directing Sanofi-Aventis to adjust the wage rates and benefits for Plaintiffs and the class members to the level that they would be enjoying but for the Defendant’s discriminatory policies, practices, and/or procedures;
I. An award of back pay, front pay, lost benefits, preferential rights to jobs and other damages for lost compensation and job benefits suffered by Plaintiffs a nd the class m embers to be determined at trial;
J. Any other appropriate equitable relief to which Plaintiffs and proposed class members are entitled;
K. An award of com pensatory, nominal, and punitive dam ages to Class Representatives and the class in an amount not less than 300 million dollars;
L. An award of litigation costs and expenses, including reasonable attorneys’ fees, to Plaintiffs and class members;
M. Pre-judgment interest; N. Post-judgment interest; O. Such other and further relief as the Court may deem just and proper; and P. Retention of jurisdiction by the Court until such tim e as the Court is satisf ied that the Defendant has rem edied the practices, policies, and/or procedures com plained of herein and is determined to be in full compliance with the law.
DEMAND FOR JURY Plaintiffs demand trial by jury of all issues triable of right to a jury.
52

Case 1:07-cv-02207-JGK-GWG Document 32 Filed 04/21/08 Page 53 of 53
Respectfully submitted this 17th of April, 2008:
David Sanford, D.C. Bar No. 457933 dsanford@nydclaw.com Meenoo Chahbazi, CA Bar No. 233985 mchahbazi@nydclaw.com SANFORD WITTELS & HEISLER, LLP 1666 Connecticut Ave. NW Suite 310 Washington, D.C. 20009 Telephone: (202) 742-7780 Facsimile: (202) 742-7776 dsanford@nydclaw.com
Steven Wittels, (SLW-8110) swittels@nydclaw.com Jeremy Heisler, (JH-0145) jheisler@nydclaw.com SANFORD WITTELS & HEISLER, LLP 950 Third Avenue 10th Floor New York, NY 10022 Telephone: (646) 456-5695 Facsimile: (646) 723-2948
Grant Morris, D.C. Bar No. 926253 grantemorris@gmail.com LAW OFFICES OF GRANT E. MORRIS 1666 Connecticut Ave. NW Suite 310 Washington, D.C. 20009 Telephone: (202) 742-7783 Facsimile: (202) 742-7776
Attorneys for Plaintiffs
53

 
 Case 1:07-cv-02207-JGK-GWG Document 34
UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORX

.FiledU0S5D/2S2S/0D8NYPage 1 of 1
DOCUMENT
ELECTRONICALLY FILED
DOC #:

KAREN BELLIFEMINE, et al.,

Plaintiffs,
- against -
SANOFI-AVENTIS U.S. LLC, et al.,

08 Civ. 2207 (JGK) ORDER

Defendants.

JOHN G. KOELTL, District Judge:

The defendant Sanofi-Aventis U.S. LLC ("Sanofi-Aventis")

had previously filed a partial motion to dismiss the Second

Amended Complaint. (Docket No. 18.) That motion is denied as

moot in view of the fact that the plaintiffs have filed the

Third Amended Complaint and Sanofi-Aventis has filed an Answer

to the Third Amended Complaint. (Docket Nos. 32, 33.) The

Clerk is directed to close Docket No. 18.

SO ORDERED.

Dated:

New York, New York May 21, 2008

/-,'
. j John G. Koeltl States District Judge

 
 From:

Sanford

Wittels

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Case 1:07-cv-02207-JGK-GWG Document 74 Filed

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UNITED STATES DISTlUCT COURT }'OR THE SOUTHERN DISTRICT OF NEW YORK

KAREN BELLIFEMINE, AMY ZEOLlt

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MICHELLE POPA, NANCY BEANEY and

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JENNIFER STORM~ Individually and on Behalf )

of Others Similarly Situated,

)

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PLAINTIFFSt

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Case No. 1:07-CV-02207-.TGK

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v.

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CLASS ACTION

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, SANOFI-AVENTIS U.S. LLC

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ORDER PRELIMINARILY APPROVING SETTLEMENT

Upon consideration of Plaintiffs' unopposed "Motion for Preliminary Approval of

Class Action Settlement and Related Relief," under Rule 23 of the Federal Rules ~f CiviJ

Procedure, and upon the Court's review of exhibits annexed to such motion, including the'

Settlement Agreement and exhibits thereto, IT IS HEREBY ORDERED AS FOLLOWS:

1. The Comi preliminarily approves the Settlement Agreement as ~i~g fair,

reasonable and adequate, subject to Ute right of any Class Member to challenge the

fairness, reasonableness 01' adequacy of the Settlement Agreement and to show cause, if

any exists, why a final judgment dismissing this case and all released claims and

awarding attorneys' fees and expenses to Class Counsel, should not be entered following

a Final Faimess He~ring.

Case 1:07-cv-02207-JGK-GWG Document 74 Filed 03/24/10 Page 2 of 5

From: Sanford Wittels & HeiFax: (646) 755-3716

To: +12128057912

Fax: +1212B057912

Page 5 of B 312312010 1:40

2. The Class is preliminarily celiified under Rule 23(b)(3) of the Federal Rules

of Civil Procedure as follows:

All female sales force employees employed by sanofi in the United States for at least one day hellveen May 12, 2005 to ivfarch 23, 2010, excluding individuals who held management .level positions higher than district sales manager, excluding individuals who previously entered into individual releases as parr of individual agreements with sanofi up to the final approval date, and excluding individuals who opt out ofthe settlement on a timely basis.

3. Pursuant to Rule 23(g) of the Federal Rules of Civil Procedure, the Court

appoints as Class Counsel, Steven L. Wittels, Esq., Jeremy IIeisler, Esq., and David W.

Sanford, Esq. of SANFORD WITIELS & HEISLER, LLP to represent the Settlement

Class for purposes of the Settlement.

4. The Court hereby approves the substance, form and manner of the Notice of

Proposed Class Action Settlement (the "Notice"), including the Claim Form, attache.d

fn., ~ .

. . e.xtJl~~~~

respectively, as Exhibits A and B to the Settlement Agreemen\. Parties are direcied

to mail the Notice and Claim Form to the Class pursuant to the Settlement Agreement ~

following the entry of this Order.

~c:>~

5. In addition to the base pay monetary award that each class member will

automatically be entitled to as pal1 of the settlement, based on the terms of the Settlement Agreement. a Class Member shall b~ entitled to receive an additional monetary a:ww:.d

[rom the «Claim FOlm Discrimination Survey" under Section 5.1(ii) of the Settlement

Agreement if the Class Member submits a Claim FOim to the Claims Administrator

postmarked within sixty (60) days after the date that the Claim Fonn was mailed to the

Class Member. Claim FOlIDS will be mailed after final approval of the settlement if

granted by the Comt. The postmark date of the submitted Claim Form shall be the
exclusive means of determining whether aClaim Form is timely.

Case 1:07-cv-02207-JGK-GWG Document 74 Filed 03/24/10 Page 3 of 5

From: Sanford Wiltels & Hel Fax: (646) 755-3716

To: +12128057912

Fax: +12128057912

Page 6 of 8 3/2312010 1:40

6. Based on the deadlines set forth in the Settlement" Agreement, a Final Fahn.ess Hearing ("Settlement Hearing") shall take place on August 3, 2010 at 4 p.m. at the United States District Court for the Southern District of New York, United States Courthouse. 500 Pearl St., New York, NY 10007, (212) 805-0222, before the Honorable John O. Kocltl, to dcterminc whether the proposed settlement of this action on the terms and conditions provided for in the Settlement Agreement is fair, reasonable, and adequate and should be finally approved by the Court pursuant to Rule 23(e) of the Federal Rules of Civil Procedure and whether this action should be dismissed pursuant to the settlement.
7. Class Counsel shall file papers in support of Final Approval of the Settlement Agreement, an application for an award of attorneys' fees and reimbursement of expenses and approval of service payments to Plaintiffs no later than fOUlteen (14) days before the Final Fairness Hearing.
8. HEFFLER, RADETICH & SAITTA LLP, 1515 Market Street, Suite 1700 Philadelphia, PA 19102 is hereby appointed Claims Administrator and shall perfolln the duties set forth in the Settlement Agreement.
9. Class Members shall be bound by the judgments in this casc unless such Class Members request exclusion from the Settlement Class in a timely and proper manner, as herein pJOvided. A Class Member requesting exclusion shall send a written request fol' exclusion by mail, postmarked within forty-five (45) days after the postmark date of th~ Notice, to both (i) the Claims Administrator, and (ii) Class Counsel, at the . addresses designated in the Notice. A Class Member must sign the request for exclusion

Case 1:07-cv-02207-JGK-GWG Document 74 Filed 03/24/10 Page 4 of 5

From: Sanford Wittels 8. Hei Fax: (646) 755-3716

To: +12128057912

Fax: +12128057912

Page 7 of B 3/2312010 1:40

and state her name, address and telephone number in the request. The request for exclusion shall not be effective unless it provides the required information and is made within the time stated above, or the exclusion is otherwise accepted by the COUl1.
10. The Court will consider objections to the Settlement if such 'l;vl'itten objections are filed with .. the Clerk of the Court, United States District Court for the Southern District of New York, 500 Pearl Street, New York, New York 10007, postmarked within thi11y-five (35) days after the postmark date of the Notice, and copies of all such objections are mailed and postmarked by the same date to both (i) the Claims Admi~stratol', and (ii) Class Counsel, at thc addresses designated in thc Notice. Any objection must detail the specific reason for the objection. Class Members who fail to
subm.it. object.ions in the manner i?pecified abuve shall be deemed to have waived any
objections and shall be foreclosed £i'om making any objection to the Settlement Agreement.
11. The Court orders that, pending Final Approval, each member ofthe Settlement Class is preliminarily enjoined from commencing, prosecuting or maintaining in any court other than this Court any claim, action or other proceeding that challenges or seeks review of or relief from any order, judgment, act, decision or ruling of this Court in connection with this Settlement Agreement.
12. Pursuant to 28 U.S.C. § 1715(a) and (b), Defendant shall serve upon an appropriate State official and Federal official, as defined by 28 U.S.C. § 1715(a), notice of the proposed class action settlement and the materials set forth in 28 U.S.C. § 171S(b). Defendant shall provide both the COUlt and Plaintiffs' Counsel with~proof of such service.

From:

Sanford

VVittels

8.

Case 1:07-cv-02207-JGK-GWG Document 74 Filed

HeiFax: (646) 765-3716

To: +12128057912

Fax: +12128057912

03/2P4ag/e10a

of

Page 5 of 5
8 3/2312010 1:40

13. As of the date hereof, all discovery and other proceedings in this case are

stayed until further order of this Court, except as may be necessary to implement the

Settlement Agreement.
11~ IT IS SO ORDERED, this;t3 day of

.2010.

 
 Bellifemine v. Sanofi-Aventis U.S. LLC, Not Reported in F.Supp.2d (2010)

2010 WL 3119374 Only the Westlaw citation is currently available.
This decision was reviewed by West editorial staff and not assigned editorial enhancements.
United States District Court, S.D. New York.
Karen BELLIFEMINE, Amy Zeoli, Michelle Popa, Nancy Beaney, and Jennifer Storm, Individually
and on Behalf of Others Similarly Situated, Plaintiffs, v.
SANOFI–AVENTIS U.S. LLC, Defendant.
No. 07 Civ. 2207(JGK). | Aug. 6, 2010.
Opinion
MEMORANDUM OPINION AND ORDER
JOHN G. KOELTL, District Judge.
*1 A hearing was held on August 3, 2010, during which time the Court heard the Plaintiffs’ unopposed Motion for Final Approval of the Class Action Settlement in this case. The Court had previously entered an Order of Preliminary Approval appointing Class Counsel, approving notice to the Class, establishing deadlines for objections, setting a date for a final fairness hearing, certifying the Class and preliminarily approving the Settlement Agreement. Having considered the written submissions of the parties and having held a final fairness hearing and having considered the arguments offered at the final fairness hearing, it is hereby ORDERED that the Class is finally certified and the settlement is finally approved as follows:
I. CLASS CERTIFICATION
The proposed Class is defined as:

All female sales force employees employed by sanofi-aventis in the United States for at least one day between May 12, 2005 to March 23, 2010, excluding individuals who held management level positions higher than district sales manager, excluding individuals who previously entered into individual releases as part of individual agreements with sanofi-aventis up to August 3, 2010, and excluding individuals who opt out of the settlement on a timely basis.
For the reasons set forth below, for purposes of this settlement, the Class may be certified because it satisfies the requirements of Rule 23(a) and Rule 23(b)(3) of the Federal Rules of Civil Procedure.
A. The Settlement Meets The Rule 23(a) Criteria. The Class encompasses 5,262 potential members, too many for joinder of all to be practicable, and thus, Rule 23’s numerosity requirement is satisfied. See Consol. Rail Corp. v. Town of Hyde Park, 47 F.3d 473, 483 (2d Cir.1995) (“[N]umerosity is presumed at a level of 40 members.”).
For purposes of this settlement, Named Plaintiffs’ allegations also fulfill the typicality requirement because their claims arise from the same factual and legal circumstances as other members of the class. See Lenahan v. Sears, Roebuck & Co., No. 02 Civ. 0045, 2006 U.S. Dist. LEXIS 60307, at *25–26 (D.N.J. July 10, 2006) (“Here, the same allegedly unlawful conduct affected both the named Plaintiffs and the ... class members .... Accordingly, this Court finds that a typicality requirement ... is also satisfied.”). The commonality requirement is met because the Named Plaintiffs’ claims involve allegations of common pay and promotion claims arising from the same alleged policies and practices of the company. Finally, the Named Plaintiffs are also adequate representatives under Rule 23(a)(4) because their interests mesh with those of the other members of the Class. Toure v. Cent. Parking Sys., No. 05 Civ. 5237, 2007 WL 2872455, at *7–8 (S.D.N.Y. Sept. 28, 2007). The Named
1

Bellifemine v. Sanofi-Aventis U.S. LLC, Not Reported in F.Supp.2d (2010)

Plaintiffs also satisfy the adequacy requirement because their attorneys have “an established record of competent and successful prosecution of large ... class actions.” Reyes v. Buddha–Bar NYC, No. 08 Civ. 02494, 2009 WL 5841177, at *3 (S.D.N.Y. May 28, 2009).
B. The Settlement Meets The Relevant Rule 23(b)(3) Criteria For A Settlement Class. *2 To meet the requirements of Rule 23(b)(3) the Court must find that common factual allegations and a common legal theory predominate over any factual or legal variations among class members. See Mohney v. Shelly’s Prime Steak, No. 06 Civ. 4270, 2009 WL 5851465, at *4 (S.D.N.Y. Mar. 31, 2009). For purposes of this settlement, the Named Plaintiffs’ claims meet that test because they are unified by common factual allegations that sanofi-aventis allegedly disfavored female sales force employees compared to males in terms of compensation and promotion. When “[c]onfronted with a request for settlement-only class certification, a district court need not inquire whether the case, if tried, would present intractable management problems, see Fed. Rule Civ. Proc. 23(b) (3)(D), for the proposal is that there be no trial.” Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 620, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997); see also Blyden v. Mancusi, 186 F.3d 252, 270 (2d Cir.1999). Thus, for purposes of this settlement class, the Named Plaintiffs satisfy the relevant Rule 23(b)(3) criteria.
II. NOTICE WAS APPROPRIATE
In accordance with the procedures approved in the Preliminary Approval Order, the Class was provided with the Notice regarding the proposed Settlement Agreement and the deadlines and procedures for objecting and opting out of the class. The Notice and measures taken by the Claims Administrator in mailing the Notices were adequate to inform the members of the Class of the proposed settlement and such actions provided sufficient notice to satisfy the requirements of due process.
III. SETTLEMENT APPROVAL
Having determined that the Class is properly certified for

settlement purposes and that Notice was appropriate, the Court must next address the proposed Settlement Agreement. To approve the settlement, the Court must find the proposed settlement is “fair, reasonable and adequate.” Fed.R.Civ.P. 23(e)(2); In re Luxottica Group S.p.A. Sec. Litig., 233 F.R.D. 306, 310 (E.D.N.Y.2006); In re Indep. Energy Holdings PLC Sec. Litig., No. 00 Civ. 6689, 2003 WL 22244676, at *3 (S.D.N.Y. Sept. 29, 2003). The Court of Appeals for the Second Circuit has identified nine substantive factors that courts should consider in deciding whether to approve a proposed settlement of a class action:
(1) the complexity, expense and likely duration of the litigation; (2) the reaction of the class to the settlement; (3) the stage of the proceedings and the amount of discovery completed; (4) the risks of establishing liability; (5) the risks of establishing damages; (6) the risks of maintaining the class action through the trial; (7) the ability of the defendants to withstand a greater judgment; (8) the range of reasonableness of the settlement fund in light of the best possible recovery; [and] (9) the range of reasonableness of the settlement fund to a possible recovery in light of all the attendant risks of litigation.
Detroit v. Grinnell Corp., 495 F.2d 448, 463 (2d Cir.1974) (internal citations omitted). All nine factors need not be satisfied. Instead, the Court looks at the totality of these factors in light of the specific circumstances involved. Thompson v. Metro. Life Ins. Co., 216 F.R.D. 55, 61 (S.D.N.Y.2003).
A. The Complexity, Expense, And Likely Duration Of The Litigation Support Approval Of The Settlement. *3 This Court has recognized that discrimination class actions are notoriously complex and protracted. See Wright v. Stern, 553 F.Supp.2d 337, 344 (S.D.N.Y.2008). Specifically, as counsel for the parties have concluded, the probability of further protracted litigation, including appeals, would be a near certainty in the absence of settlement. Additional litigation in this case would likely include: (1) discovery, including the depositions of four
2

Bellifemine v. Sanofi-Aventis U.S. LLC, Not Reported in F.Supp.2d (2010)

of the five Named Plaintiffs, as well as representatives of sanofi-aventis and the review and production of millions of pages of electronic documents; (2) contested class certification proceedings; (3) a potential appeal under Federal Rule of Civil Procedure 23(f); (4) dispositive motions; (5) extensive pretrial filings; (6) a lengthy trial; (7) post-trial proceedings in this District Court; and, (7) further appeal proceedings. Having considered the complexity, expense and likely duration of the litigation, this factor weighs in favor of approving the proposed settlement.
B. The Reaction Of The Class To The Settlement. A favorable reception by the class constitutes “strong evidence” of the fairness of a proposed settlement and supports judicial approval. Grinnell, 495 F.2d at 462; see also Wal–Mart Stores, Inc. v. Visa USA, Inc., 396 F.3d 96, 119 (2d Cir.2005). A small number of objections is convincing evidence of strong support by class members. See Grinnell, 495 F.2d at 462 (“Any claim by appellants that the settlement offer is grossly and unreasonably inadequate is belied by the fact that ... [o]nly twenty objectors appeared from the group of 14,156 claimants.”). In this case, no objections were filed by absent members of the Class and only 28 class members have requested exclusion. In light of the nationwide notice, and the complete lack of opposition to the settlement, this factor weighs heavily in favor of approving the proposed settlement.
C. The Stage Of The Proceedings And The Amount Of Discovery Completed. Approval of a settlement is appropriate when Named Plaintiffs obtained sufficient information through discovery to properly evaluate their case and to assess the adequacy of any settlement proposal. See Weinberger v. Kendrick, 698 F.2d 61, 74 (2d Cir.1982); Chatelain v. Prudential–Bache Sec. Inc., 805 F.Supp. 209, 213–14 (S.D.N.Y.1992). The parties in this case engaged in extensive discovery prior to the settlement negotiations and mediation. The parties exchanged extensive and detailed interrogatory responses and millions of pages of relevant documents. As part of the Defendant’s production, sanofi-aventis provided the Named Plaintiffs with millions of rows of employment data over multiple years pertinent to the claims of the Class, including pay and promotion information for all employees who worked in the field sales force for at least one day from January 1,

2005 until March 14, 2008. The parties continued to engage in on-going document productions and produced additional W–2 payroll data and other supplemental employment data. Sanofi-aventis also began to depose the Named Plaintiffs beginning with Michelle Popa on January 24, 2009. There was sufficient discovery to permit a realistic appraisal of the reasonableness of the settlement.
D. The Risks Of Establishing Liability And Damages. *4 When assessing the risks of litigation against the certainty of recovery offered by the settlement, approval of the settlement is justified because of the complexity and difficulty that would be associated with further litigation. See Denney v. Jenkens & Gilchrist, 230 F.R.D. 317, 338 (S.D.N.Y.2005), rev’d on other grounds, 443 F.3d 253 (2d Cir.2006). This litigation involved numerous complex issues of fact and law, many of which would have been the subject of expert testimony if the case continued. Class Counsel believe—after conducting the discovery described above—that the Plaintiffs had developed sufficient evidence to obtain class certification, survive motions for summary judgment, and prove their claims at trial. However, the Defendant has denied any wrongdoing or liability. If this action proceeded, the Defendant would file motions for summary judgment and would oppose the Plaintiffs’ motion for class certification. In addition, outside of the settlement context, the superiority prong of Rule 23(b)(3) would have required this Court to assess, among other issues, potential challenges in the manageability of the Plaintiffs’ proposed class action at trial. The complexity of the case weighs in favor of approving the proposed settlement.
E. Risks Of Maintaining The Class Action Through The Trial. There is no assurance of obtaining class certification through trial, because a court can re-evaluate the appropriateness of certification at anytime during the proceedings. See In re Remeron Direct Purchaser Antitrust Litig., No. 03 Civ. 0085, 2005 WL 3008808, at *8 (D.N.J. Nov. 9, 2005) (noting that “the risks faced by Plaintiffs with regard to class certification weigh in favor of approving the Settlement”); In re NASDAQ Mkt–Makers Antitrust Litig., 187 F.R.D. 465, 476–77 (S.D.N.Y.1998) (risk of class being decertified at trial or risk of class certification being reversed on appeal supported approval of settlement); Chatelain, 805 F.Supp.
3

Bellifemine v. Sanofi-Aventis U.S. LLC, Not Reported in F.Supp.2d (2010)

at 214 (“Even if certified, the class would face the risk of decertification.”). Because there is a real risk that class certification may not be granted, or, if granted, it may later be rejected on appeal or decertified, the Court concludes that this factor also weighs in favor of approving the proposed settlement.
F. The Reasonableness Of The Settlement In Light Of The Best Possible Recovery And The Attendant Risks Of Litigation. “In evaluating the proposed [s]ettlement,” the Court determines whether it provides a “substantial recovery” in light of the relevant circumstances and does not “compare the terms of the [s]ettlement with a hypothetical ... measure of a recovery that might be achieved” through trial. In re Veeco Instruments Inc. Sec. Litig., No. 05 MDL 0165, 2007 WL 4115809, at *11 (S.D.N.Y. Nov.7, 2007). The Court may approve a settlement when it amounts to a small percentage of the recovery sought by the class. See Grinnell, 495 F.2d at 455 n. 2. In this case, the value of the settlement fund justifies settling the case. First, because the Plaintiffs asserted that one of their primary purposes in advancing this litigation was to obtain injunctive relief, there are substantial programmatic relief provisions throughout the settlement including sanofi-aventis engaging in a pay equity analysis for current employees, engaging an industrial psychologist to review and enhance its existing policies and practices on pay and promotions, enhancements to its complaint procedures and job posting practices, and the establishment of an internal compliance panel concerning these changes. Second, the settlement not only provides for back-pay payments but a claims process for seeking recovery for individual compensatory damages awards and pay adjustments for current employees, which will have permanent on-going economic benefit for years to come. The value of the settlement is substantial in comparison to the potential harm identified by the Plaintiffs’ expert and is well within the acceptable range for a fair and reasonable settlement. Because this settlement will secure an adequate advancement for the Class and because of the risks noted above associated with the Named Plaintiffs pursuing this case, this factor weighs in favor of approving the proposed settlement.
*5 The Court finds that (1) the complexity, expense and likely duration of the litigation, (2) the reaction of the class to the settlement, (3) the stage of the proceedings and the amount of discovery completed, (4) the risks of establishing liability, (5) the risks of establishing

damages, (6) the risks of maintaining the class action through the trial, (7) the range of reasonableness of the settlement fund in light of the best possible recovery, and (8) the range of reasonableness of the settlement fund to a possible recovery in light of all the attendant risks of litigation, all weigh in favor of approval, especially in this case where there have been no objections to settlement. The Court therefore finds the Settlement Agreement to be fair, reasonable and adequate.
IV. ATTORNEYS FEES AND EXPENSES
The proposed award of attorneys’ fees, $4,590,000, was set forth in the Settlement Agreement filed on March 12, 2010, the notices to members of the Class, and the CAFA notices that went to 52 attorneys general. To date, there has been no opposition to that award. See In re Veeco Instruments, 2007 WL 4115808, at *14; Maley v. Del Global Techs. Corp., 186 F.Supp.2d 358, 374 (S.D.N.Y.2002).
An agreed upon award of attorneys’ fees and expenses is proper in a class action settlement, so long as the amount of the fee is reasonable under the circumstances. See Fed.R.Civ.P. 23(h) (providing that “[i]n a certified class action, the court may award reasonable attorney’s fees and nontaxable costs that are authorized by ... the parties’ agreement.”). The proposed attorneys’ fees and expenses award is reasonable pursuant to the Grinnell factors and the lodestar and percentage of recovery methods.
A. Plaintiffs’ Attorneys’ Fees Are Reasonable Under The Grinnell Factors. To decide an appropriate amount of attorneys’ fees for class actions, courts have followed the principles articulated by the Court of Appeals for the Second Circuit in City of Detroit v. Grinnell Corp., 495 F.2d 448, 471 (2d Cir.1974), and confirmed in Goldberger v. Integrated Research, Inc., 209 F.3d 43, 47–50 (2d Cir.2000). Under this approach, courts do not consider that a “just and adequate fee” can be ascertained by merely multiplying an attorney’s hours by the attorney’s typical hourly fees. Grinnell, 495 F.2d at 471. The courts regard this calculation as “the only legitimate starting point for analysis.” Id. To this, “other, less objective factors” are applied to reach the ultimate award. Id. The foremost of these factors is the attorney’s “risk of litigation, i.e., the
4

Bellifemine v. Sanofi-Aventis U.S. LLC, Not Reported in F.Supp.2d (2010)

fact that, despite the most vigorous and competent of efforts, success is never guaranteed.” Id. (internal quotation mark omitted). Other generally accepted factors as stated in Grinnell are:
1. the standing of counsel at the bar—both counsel receiving the award and opposing counsel,
2. time and labor spent,
3. magnitude and complexity of the litigation,
*6 4. responsibility undertaken,
5. the amount recovered,
6. what it would be reasonable for counsel to charge a victorious plaintiff.
Id. at 470.
As set forth above, this is a complicated and difficult class action with numerous risks, and thus, at no time has the Named Plaintiffs’ success been guaranteed. The action was litigated zealously by counsel on both sides. Class Counsel engaged in significant discovery, complicated statistical analysis, and a complex mediation process, and in doing so, they spent more than 4,000 hours to arrive at this settlement. In addition, following the approval of this settlement, Class Counsel will continue to be responsible for post-settlement work, including monitoring the settlement and sanofi-aventis’ pay equity analysis. There are substantial programmatic relief provisions throughout the settlement including sanofi-aventis engaging in a pay equity analysis for current employees, engaging an industrial psychologist to review and enhance its existing policies and practices on pay and promotions, enhancements to its complaint procedures and job posting practices, and the establishment of an internal compliance panel concerning these changes. The settlement also provides for a claims process for seeking recovery for individual compensatory damages awards, and pay adjustments for current employees, which will have permanent on-going economic benefit for years to come. Class Counsel will remain involved in ensuring compliance with the settlement and facilitating the claims form process. Therefore, class counsel can be expected to incur a significant amount of additional time in connection with this litigation.
B. Plaintiffs’ Attorneys’ Fees Are Reasonable.

The Court of Appeals for the Second Circuit has approved the use of either the “lodestar” or “percentage” method to calculate attorneys’ fees. See Central States Se. & Sw. Areas Health & Welfare Fund v. Merck–Medco Managed Care, L.L.C., 504 F.3d 229, 249 (2d Cir.2007). The percentage method “calculates the fee award as some percentage of the settlement fund created for the benefit of the class.” Id. The lodestar method uses a presumptively reasonable fee, which is computed by multiplying the number of hours each attorney has expended by the hourly rate attorneys of similar skill charge in the area; then it applies to that figure a multiplier which factors in the litigation risks and other considerations. Id.; see Arbor Hill Concerned Citizens Neighborhood Ass’n v. County of Albany, 522 F.3d 182, 190 (2d Cir.2008).
Here, Class Counsel’s requested attorney’s fees are within the range of reasonableness under either method given the complexity of the case; the risks involved in the litigation, which was “litigated on purely a contingent basis,” see Central States, 504 F.3d at 249; the extensive efforts of Counsel; and the favorable result achieved on behalf of the class. The requested fee amounts to less than 20% of the total relief available through the settlement and is within the range of awards typically approved for settlements of similar size. See In re Telik, Inc. Sec. Litig., 576 F.Supp.2d 570, 587–88 (S.D.N.Y.2008) (collecting cases). Furthermore, applying a lodestar “cross-check,” counsel requests a multiplier of 2.05, which is within a range of reasonableness for other awards that have been approved. See In re AOL Time Warner S’holder Derivative Litig., 02 Civ. 6302, 2010 WL 363113, at *22 (S.D.N.Y. Feb.1, 2010) (collecting cases); In re Lloyd’s Am. Trust Fund Litig., No. 96 Civ. 1262, 2002 WL 31663577, at *27 (S.D.N.Y. Nov. 26, 2002); see also Maley, 186 F.Supp.2d at 371. Moreover, because class counsel will be required to spend significant additional time on this litigation in connection with implementing and monitoring the settlement, the multiplier will actually be significantly lower. Both the percentage of the fund requested and the multiplier sought in this case are justified under the circumstances.
C. Plaintiffs’ Expenses Are Reasonable. *7 “It is well-established that counsel who create a common fund ... are entitled to the reimbursement of [all reasonable] litigation costs and expenses.” In re Marsh ERISA Litig., 265 F.R.D. 128, 150 (S.D.N.Y.2010). In this case, Class Counsel has incurred expenses through
5

Bellifemine v. Sanofi-Aventis U.S. LLC, Not Reported in F.Supp.2d (2010)

the date of filing their final approval motion of $150,302.51. These expenses include the costs of filing fees, expert witnesses and consultants, electronic discovery services, photocopies, mailing, and travel. The requested costs are reasonable, and therefore, Class Counsel should be reimbursed for these litigation related expenses.
Overall, the requested attorneys’ fees and expenses are within the range of attorneys’ fees awards made in comparable cases and is reasonable under both the lodestar and percentage of fund methods of calculation. Accordingly, the Court awards $4,740,302.51 to Class Counsel, to be paid by sanofi-aventis pursuant to the settlement for their fees and expenses incurred in prosecuting this case and in monitoring and enforcing the Settlement Agreement.
V. SERVICE PAYMENTS TO CLASS REPRESENTATIVES
In the Second Circuit, “the Courts have, with some frequency, held that a successful Class action plaintiff, may, in addition to his or her allocable share of the ultimate recovery, apply for and, in the discretion of the Court, receive an additional award, termed an incentive award.” Roberts v. Texaco, Inc., 979 F.Supp. 185, 200 (S.D.N.Y.1997). The service payments to the Named Plaintiffs Karen Bellifemine, Amy Zeoli, Michelle Popa, Nancy Beaney, and Jennifer Storm are justified in light of the Named Plaintiffs’ willingness to devote their time and energy to this civil rights representative action and reasonable in light of the overall benefit conferred on the Class. Similarly, the service payments to Amy Johnson, Lucy Velez, Beth Green, and Patrice Sutherland for their assistance in the prosecution of this action are also justified in light of the time and energy that they have devoted to this case, and the benefit conferred on the Class.
The Court approves the requested service payments in the following amounts:
-Karen Bellifemine: $75,000

-Amy Zeoli: $75,000
-Michelle Popa: $75,000
-Nancy Beaney: $75,000
-Jennifer Storm: $75,000
-Amy Johnson: $25,000
-Lucy Velez: $50,000
-Beth Green: $60,000
-Patrice Sutherland: $25,000
VI. CONCLUSION
Based on the foregoing analysis, the settlement, as evidenced by the parties’ agreement, is determined to be fair, reasonable and adequate. The $4,590,000.00 in attorneys’ fees and $150,302.51 in expenses requested by Class Counsel are reasonable, as are the service payment awards to Karen Bellifemine, Amy Zeoli, Michelle Popa, Nancy Beaney, Jennifer Storm, Amy Johnson, Lucy Velez, Beth Green, and Patrice Sutherland. THE COURT FURTHER FINDS AND ORDERS AS FOLLOWS:
1. Plaintiffs’ Motion for Final Approval of Class Action Settlement and Entry of Final Judgment is GRANTED.
*8 2. The Civil Action is dismissed with prejudice and without further costs, including but not limited to claims for interests, penalties, costs and attorneys’ fees, that Named Plaintiffs and any members of the Class have alleged or may have alleged in connection with this Litigation.
3. The Clerk is directed to enter Judgment consistent with this Order and is further directed to close this case. The Clerk is also directed to close all pending motions.
SO ORDERED.
	  

6

 
 Case 1:07-cv-02207-JGK-GWG Document 83
UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK
------------------------------------------------------------)( KAREN BELLIFEMINE, AMY ZEOLI, MICHELLE POPA, NANCY BEANY, and JENNIFER STORM, Individually and on Behalf of Others Similarly Situated,
Plaintiffs,

FileUdS0D8C/09S/1D0NYPage 1 of 2 DOCUMENT ELECTRONICALLY FILED
D DAOTECF#IL:ED_:--t/-tfr };~~­
07 CIVIL 2207 (JGK)

-against-

JUDGMENT

SANOFI-AVENTIS U.S. LLC, Defendant.
-----------------------------------------------------------)(

Whereas the above-captioned action having come before this Court, and the matter having come before the Honorable John G. Koeltl, United States District Judge, and the Court, on August 5, 2010, having rendered its Memorandum Opinion and Order finding the settlement, as evidenced by the parties' agreement, to be fair, reasonable and adequate, finding the $4,590,000.00in attorneys' fees and $150,302.51 in expenses requested by Class Counsel reasonable, as are the service payment awards to Karen Bellifemine, Amy Zeoli, Michelle Popa, Nancy Beaney, Jennifer storm, Amy Johnson, Lucy Velez, Beth Green, and Patrice Sutherland, granting Plaintiffs' Motion for Final Approval ofClass Action Settlement and Entry of Final Judgment, and dismissing the Civil Action with prejudice and without further costs, including but not limited to claims for interest, penalties, costs and attorneys' fees, that Named Plaintiffs and any members of the Class have alleged or may have alleged in connection with this Litigation, it is,
ORDERED, ADJUDGED AND DECREED: That for the reasons stated in the
Court's Memorandum Opinion and Order dated August 5, 2010, the Court finds the settlement, as evidenced by the parties' agreement, to be fair, reasonable and adequate; the Court finds the

Case 1:07-cv-02207-JGK-GWG Document 83 Filed 08/09/10 Page 2 of 2

$4,590,000.00 in attorneys' fees and $150,302.51 in expenses requested by Class Counsel reasonable, as are the service payment awards to Karen Bellifemine, Amy Zeoli, Michelle Popa, Nancy Beaney, Jennifer storm, Amy Johnson, Lucy Velez, Beth Green, and Patrice Sutherland; Plaintiffs' Motion for Final Approval of Class Action Settlement and Entry of Final Judgment is granted; and the Civil Action is dismissed with prejudice and without further costs, including but not limited to claims for interest, penalties, costs and attorneys' fees, that Named Plaintiffs and any members of the Class have alleged or may have alleged in connection with this Litigation; accordingly, the case is closed.

Dated: New York, New York August 9, 2010

RUBY J. KRAJICK

Clerk of Court BY:

Deputy Clerk

OTHNITSHDEOoroVMc~E~. ~~As ENTERED

Case 1:07-cv-02207-JGK-GWG Document 83-1 Filed 08/09/10 Page 1 of 5

United States District Court Southern District of New York
Office of the Clerk U.S. Courthouse 500 Pearl Street, New York, N.Y. 10007-1213
Date:
InRe:
-v-

Case#:

(

)

Dear Litigant,
Enclosed is a copy of the judgment entered in your case.
Your attention is directed to Rule 4(a)(l) of the Federal Rules of Appellate Procedure, which requires that if you wish to appeal the judgment in your case, you must file a notice ofappeal within 30 days of the date of entry of the judgment (60 days if the United States or an officer or agency of the United States is a party).
If you wish to appeal the judgment but for any reason you are unable to file your notice of appeal within the required time, you may make a motion for an extension of time in accordance with the provision of Fed. R. App. P. 4(a)(5). That rule requires you to show "excusable neglect" or "good cause" for your failure to file your notice of appeal within the time allowed. Any such motion must first be served upon the other parties and then filed with the Pro Se Office no later than 60 days from the date of entry of the judgment (90 days if the United States or an officer or agency of the United States is a party).
The enclosed Forms 1, 2 and 3 cover some common situations, and you may choose to use one of them if appropriate to your circumstances.
The Filing fee for a notice of appeal is $5.00 and the appellate docketing fee is $450.00 payable to the "Clerk of the Court, USDC, SDNY" by certified check, money order or cash. No personal checks are accepted.
Ruby J. Krajick, Clerk of Court
by: ________________________________
, Deputy Clerk

APPEAL FORMS
U.S.D.C. S.D.N.Y. CM/ECF Support Unit

Revised: May 4, 2010

Case 1:07-cv-02207-JGK-GWG Document 83-1 Filed 08/09/10 Page 2 of 5

United States District Court Southern District of New York
Office of the Clerk U.S. Courthouse
500 Pearl Street, New York, N.Y. 10007-1213

------------------------------------------------------------X

I

I

I

-V-

I

I

I

I

------------------------------------------------------------X

NOTICE OF APPEAL

CIV.

( )

Notice is hereby given that - - - - - - - - - - - : - - - : - - - - - - - - - - - - -
(party)
hereby appeals to the United States Court ofAppeals for the Second Circuit from the Judgment [describe it]

entered in this action on the _ _ _ _ _ day of - - - - - , - - - - -

(day)

(month)

(year)

Date:-------

(Signature)
(Address)
(City, State and Zip Code)
( ) ____
(Telephone Number)

Note: You may use this form to take an appeal provided that it is received by the office of the Clerk of the District Court within 30 days of the date on which the judgment was entered (60 days if the United States or an officer or agency of the United States is a party).

APPEAL FORMS

U.S. D.C. S.D.N.Y. CM/ECF Support Unit

2

Revised: May4, 2010

Case 1:07-cv-02207-JGK-GWG Document 83-1 Filed 08/09/10 Page 3 of 5

United States District Court Southern District of New York
Office of the Clerk U.S. Courthouse
500 Pearl Street, New York, N.Y. 10007-1213

------------------------------------------------------------)(
I

I

I

-V-

I

I

I I

------------------------------------------------------------)(

MOTION FOR E)(TENSION OF TIME TO FILE A NOTICE OF APPEAL

ClV.

( )

Pursuant to Fed. R. App. P. 4(a)(5), - - - - - - - - - - - - - - - - respectfully
(party)

requests leave to file the within notice of appeal out of time.

(party)

desires to appeal the judgment in this action entered on - - - - - - - - - - but failed to file a
(day)

notice of appeal within the required number of days because:

[Explain here the "excusable neglect" or "good cause" which led to your failure to file a notice of appeal within the required number of days.)

(Signature)

(Address)

Date:---------

_ _ _ _ _ _ _ __ (City, State and Zip Code)

(

)

(Telephone Number)

Note: You may use this form, together with a copy of Form I, if you are seeking to appeal a judgment and did not file a copy of Form I within the required time. If you follow this procedure, these forms must be received in the office of the Clerk of the District Court no later than 60 days of the date which the judgment was entered (90 days if the United States or an officer or agency of the United States is a party).

APPEAL FORMS

U.S. D.C. S.D.N.Y. CM/ECF Support Unit

3

Revised: May 4, 20 I0

Case 1:07-cv-02207-JGK-GWG Document 83-1 Filed 08/09/10 Page 4 of 5

United States District Court Southern District of New York
Office of the Clerk
U.S. Courthouse
500 Pearl Street, New York, N.Y. 10007-1213

------------------------------------------------------------X

I

I

I

-\T-

I

I

I

I

------------------------------------------------------------X

NOTICE OF APPEAL AND
MOTION FOR EXTENSION OF TIME

civ.

( )

1.

Notice is hereby given that - - - - - - - - - - , - - - - - - - - - hereby appeals to

(party)

the United States Court of Appeals for the Second Circuit from the judgment entered on - - - - - [Give a description of the judgment]

2.

In the event that this form was not received in the Clerk's office within the required time

- - - - - - , . . . - - - , - - - - - - - - - respectfully requests the court to grant an extension of time in
(party)
accordance with Fed. R. App. P. 4(a)(5).

a.

In support of this request, - - - - - - - - , . . . - - - , - - - - - - - - - states that

(party)

this Court's judgment was received on ---....,.,....,.,----- and that this form was mailed to the

(date)

court on - - - - - - - - -
(date)

(Signature)

(Address)

(City, State and Zip Code)

Date:--------

( )
(Telephone Number)

Note: You may use this form if you are mailing your notice of appeal and are not sure the Clerk of the District Court will receive it within the 30 days of the date on which the judgment was entered (60 days if the United States or an officer or agency of the United States is a party).

APPEAL FORMS

U.S. D.C. S.D.N.Y. CM/ECF Support Unit

4

Revised: May4, 2010

Case 1:07-cv-02207-JGK-GWG Document 83-1 Filed 08/09/10 Page 5 of 5

United States District Court Southern District of New York
Office of the Clerk U.S. Courthouse
500 Pearl Street, New York, N.Y. 10007-1213

------------------------------------------------------------)(
I

I

I

-V-

I

I I
I

------------------------------------------------------------)(

AFFIRMATION OF SERVICE

ClV.

( )

I, - - - - - - - - - - - - - - - - - - • declare under penalty of perjury that I have

served a copy of the attached

upon

whoseaddressis: - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Date:---------
New York, New York
APPEAL FORMS U.S.D.C. S.D.N.Y. CM/ECF Support Unit

(Signature) (Address) (City, State and Zip Code)

5

Revised: May 4, 20 I0

 
 CLOSED,CASREF,ECF
U.S. District Court Southern District of New York (Foley Square) CIVIL DOCKET FOR CASE #: 1:07−cv−02207−JGK−GWG

Bellifemine v. Sanofi−Aventis U.S. LLC et al Assigned to: Judge John G. Koeltl Referred to: Magistrate Judge Gabriel W. Gorenstein Demand: $9,999,000 Cause: 42:2000e−2sx Job Discrimination (Sex)
Plaintiff

Date Filed: 03/14/2007 Date Terminated: 08/09/2010 Jury Demand: Plaintiff Nature of Suit: 442 Civil Rights: Jobs Jurisdiction: Federal Question

Karen Bellifemine Individually and on behalf of all others similarly situated

represented by David W. Sanford Sanford Heisler Sharp, LLP (DC) 1666 Connecticut Avenue, N.W. Suite 300 Washington, DC 20009 (202) 499−5199 Fax: (202) 499−5201 Email: dsanford@sanfordheisler.com LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Jeremy Heisler Sanford Heisler Sharp, LLP (NYC) 1350 Avenue Of The Americas New York, NY 10019 (646) 723−2947 Fax: (646) 723−2948 Email: jheisler@sanfordheisler.com LEAD ATTORNEY ATTORNEY TO BE NOTICED

Meenoo Chahbazi Sanford Wittels & Heisler, LLP 1666 Connecticut Avenue, North West Suite 310 Washington, DC 20009 (202) 742−7781 Fax: (202) 742−7776 Email: mchahbazi@nydclaw.com TERMINATED: 11/17/2008 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Steven Lance Wittels Sanford Heisler Sharp, LLP (NYC) 1350 Avenue Of The Americas New York, NY 10019 (646)723−2947 Fax: (646)723−2948 Email: slw@wittelslaw.com LEAD ATTORNEY ATTORNEY TO BE NOTICED

Grant E. Morris Grant E. Morris Law Offices 1666 Connecticut Avenue, N.W. Suite 310 Washington, DC 20009 (202) 742−7783 ATTORNEY TO BE NOTICED

Plaintiff Amy Zeoli
Plaintiff Michelle Popa

Kristen Walsh Sanford Heisler Sharp, LLP (DC) 1666 Connecticut Avenue, N.W. Suite 300 Washington, DC 20009 (203) 742−7446 Fax: (203) 742−7776 PRO HAC VICE ATTORNEY TO BE NOTICED
represented by David W. Sanford (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Meenoo Chahbazi (See above for address) TERMINATED: 11/17/2008 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Grant E. Morris (See above for address) ATTORNEY TO BE NOTICED
Kristen Walsh (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED
Steven Lance Wittels (See above for address) ATTORNEY TO BE NOTICED
represented by David W. Sanford (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Meenoo Chahbazi (See above for address) TERMINATED: 11/17/2008 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Grant E. Morris (See above for address) ATTORNEY TO BE NOTICED
Kristen Walsh (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED
Steven Lance Wittels (See above for address) ATTORNEY TO BE NOTICED

Plaintiff Sue Sullivan TERMINATED: 04/11/2008
Plaintiff Nancy Beaney
Plaintiff Jennifer Storm individually and on behalf of others similary situated
V. Defendant

represented by David W. Sanford (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Meenoo Chahbazi (See above for address) TERMINATED: 11/17/2008 LEAD ATTORNEY ATTORNEY TO BE NOTICED
Grant E. Morris (See above for address) ATTORNEY TO BE NOTICED
Steven Lance Wittels (See above for address) ATTORNEY TO BE NOTICED
represented by David W. Sanford (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED
Grant E. Morris (See above for address) ATTORNEY TO BE NOTICED
Kristen Walsh (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED
Steven Lance Wittels (See above for address) ATTORNEY TO BE NOTICED
represented by David W. Sanford (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED
Grant E. Morris (See above for address) ATTORNEY TO BE NOTICED
Kristen Walsh (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED
Steven Lance Wittels (See above for address) ATTORNEY TO BE NOTICED

Sanofi−Aventis U.S. LLC TERMINATED: 09/18/2007
Defendant Sanofi−Aventis TERMINATED: 09/18/2007
Defendant Sanofi−Aventis U.S. LLC

represented by Michael S. Burkhardt Morgan, Lewis & Bockius LLP (Philadelphia) 1701 Market Street Philadelphia, PA 19103 (215)963−5000 Fax: (215)963−5001 Email: michael.burkhardt@morganlewis.com LEAD ATTORNEY ATTORNEY TO BE NOTICED
Leni Dylan Battaglia Morgan, Lewis & Bockius LLP (New York) 101 Park Avenue New York, NY 10178 (212) 309−7177 Fax: (212) 309−6001 Email: lbattaglia@morganlewis.com ATTORNEY TO BE NOTICED
Michael L. Banks Morgan, Lewis & Bockius, L.L.P. 1701 Market Street Philadelphia, PA 19103 (215) 963−5387 Fax: (215) 963−5001 Email: mlbanks@morganlewis.com (Inactive) ATTORNEY TO BE NOTICED
Sarah E. Pontoski Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103−2921 (215) 963−5059 Fax: (215) 963−5001 Email: spontoski@morganlewis.com ATTORNEY TO BE NOTICED
W. John Lee Morgan, Lewis & Bockius LLP (Philadelphia) 1701 Market Street Philadelphia, PA 19103 (215) 963−5210 Fax: (215) 963−5001 PRO HAC VICE ATTORNEY TO BE NOTICED

Date Filed 03/14/2007

# Docket Text
1 COMPLAINT against Sanofi−Aventis U.S. LLC, Sanofi−Aventis. (Filing Fee $ 350.00, Receipt Number 609125)Document filed by Karen Bellifemine.(mbe) (Entered: 03/15/2007)

03/14/2007 03/14/2007 03/14/2007 08/29/2007
09/18/2007
10/01/2007 10/01/2007 10/01/2007
10/02/2007 10/02/2007 10/02/2007 10/05/2007 10/05/2007 10/10/2007 10/16/2007 10/16/2007 10/16/2007 10/31/2007

SUMMONS ISSUED as to Sanofi−Aventis U.S. LLC, Sanofi−Aventis. (mbe) (Entered: 03/15/2007)
Magistrate Judge Gabriel W. Gorenstein is so designated. (mbe) (Entered: 03/15/2007)
Case Designated ECF. (mbe) (Entered: 03/15/2007)
2 AMENDED COMPLAINT amending 1 Complaint against Sanofi−Aventis U.S. LLC, Sanofi−Aventis. Document filed by Amy Zeoli, Michelle Popa, Sue Sullivan, Karen Bellifemine. Related document: 1 Complaint filed by Karen Bellifemine. (jco) Additional attachment(s) added on 9/4/2007 (Correa, Julie). (Entered: 08/29/2007)
3 STIPULATION AND ORDER all claims against defendant Sanofi−Aventis are hereby withdrawn and DISMISSED WITHOUT PREJUDICE. The withdrawal and dismissal of claims against Sanofi−Aventis is predicated on Sanofi−Aventis U.S. LLC's representation that Sanofi−Aventis U.S. LLC is the appropriate defendant in this matter and that it can satisfy a judgment entered in this action, if any; and Sanofi−Aventis shall be removed from the caption and shall not be listed as a defendant in future pleadings; and Defendant Sanofi−Aventis U.S. LLC shall answer or otherwise plead in response to the Amended Complaint within 30 days after its counsel receive a stamped filed copy of the Amended Complaint from Plaintiffs' counsel. SO ORDERED. (Signed by Judge John G. Koeltl on 9/11/2007) (jmi) (Entered: 09/19/2007)
4 RULE 7.1 CORPORATE DISCLOSURE STATEMENT. Identifying sanofi−aventis as Corporate Parent. Document filed by Sanofi−Aventis U.S. LLC.(Burkhardt, Michael) (Entered: 10/01/2007)
5 ANSWER to Amended Complaint. Document filed by Sanofi−Aventis U.S. LLC. Related document: 2 Amended Complaint, filed by Amy Zeoli, Sue Sullivan, Michelle Popa, Karen Bellifemine.(Burkhardt, Michael) (Entered: 10/01/2007)
6 NOTICE OF CHANGE OF ADDRESS by Leni Dylan Battaglia on behalf of Sanofi−Aventis U.S. LLC. New Address: Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, NY, USA 10178, 212.309.7177. (Battaglia, Leni) (Entered: 10/01/2007)
7 NOTICE OF APPEARANCE by Leni Dylan Battaglia on behalf of Sanofi−Aventis U.S. LLC (Battaglia, Leni) (Entered: 10/02/2007)
8 MOTION for Michael L. Banks to Appear Pro Hac Vice. Document filed by Sanofi−Aventis U.S. LLC. (jco) (Entered: 10/04/2007)
9 MOTION for Sarah E. Pontoski to Appear Pro Hac Vice. Document filed by Sanofi−Aventis U.S. LLC. (jco) (Entered: 10/04/2007)
10 MOTION for Meenoo Chahbazi to Appear Pro Hac Vice. Document filed by Amy Zeoli, Michelle Popa, Sue Sullivan, Karen Bellifemine. (jco) (Entered: 10/12/2007)
11 MOTION for David W. Sanford to Appear Pro Hac Vice. Document filed by Amy Zeoli, Michelle Popa, Sue Sullivan, Karen Bellifemine. (jco) (Entered: 10/12/2007)
CASHIERS OFFICE REMARK on 8 Motion to Appear Pro Hac Vice, 9 Motion to Appear Pro Hac Vice in the amount of $50.00, paid on 10/02/2007, Receipt Number 628542. (jd) (Entered: 10/10/2007)
12 ORDER; granting 11 Motion for David W. Sanford to Appear Pro Hac Vice. (Signed by Judge John G. Koeltl on 10/16/07) (pl) (Entered: 10/16/2007)
13 ORDER granting 10 Motion for Meenoo Chahbazi to Appear Pro Hac Vice. (Signed by Judge John G. Koeltl on 10/16/07) (pl) (Entered: 10/16/2007)
Transmission to Attorney Admissions Clerk. Transmitted re: 12 Order on Motion to Appear Pro Hac Vice, 13 Order on Motion to Appear Pro Hac Vice, to the Attorney Admissions Clerk for updating of Attorney Information. (pl) (Entered: 10/16/2007)
14 ORDER: The parties should submit a revised case management schedule by November 2, 2007. (Signed by Judge John G. Koeltl on 10/30/07) (tro) (Entered: 10/31/2007)

11/02/2007
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15 CASE MANAGEMENT PLAN: This case is to be tried by a jury. Amended Pleadings due by 1/31/2008. Joinder of Parties due by 1/31/2008. All class discovery and all fact discovery regarding the merits of the Named Plaintiffs' claims is to be completed by 6/30/2008. Plaintiffs' expert reports shall be filed by 7/31/2008. Defendant shall have until 10/15/2008 to conduct expert discovery and to file its expert report. Plaintiffs shall have until 11/28/2008 to conduct expert discovery and submit any rebuttal expert report. Plaintiffs shall have until 1/30/2009 to submit their class certification brief. Defendant shall file any motions for summary judgment related to the Named Plaintiffs by 1/30/2009. Defendant shall have until 3/30/2009 to submit an opposition to Plaintiffs' class certification brief. Plaintiffs shall have until 3/30/2009 to file their responses to Defendant's motions for summary judgment. Plaintiffs shall have until 4/30/2009 to file their responses to Defendant's motions for summary judgment. Plaintiff's shall have until 4/30/2009 to file a reply to Defendant's opposition to class certification. (Signed by Judge John G. Koeltl on 11/2/07) (tro) (Entered: 11/05/2007)
16 SECOND AMENDED COMPLAINT against Sanofi−Aventis U.S. LLC.Document filed by Nancy Beaney, Jennifer Storm, Amy Zeoli, Michelle Popa, Sue Sullivan, Karen Bellifemine.(jmi) (Entered: 02/06/2008)
17 STIPULATION AND ORDER EXTENDING TIME FOR DEFENDANT TO ANSWER, MOVE OR OTHERWISE RESPOND TO PLAINTIFF'S SECOND AMENDED COMPLAINT: that Defendant shall have an extension until 2/29/08 to answer, move, or otherwise respond to Plaintiffs' Second Amended Complaint. (Signed by Judge John G. Koeltl on 2/19/08) (tro) (Entered: 02/19/2008)
18 MOTION to Dismiss Partial Motion to Dismiss the Second Amended Complaint. Document filed by Sanofi−Aventis U.S. LLC.(Burkhardt, Michael) (Entered: 02/29/2008)
19 MEMORANDUM OF LAW in Support re: 18 MOTION to Dismiss Partial Motion to Dismiss the Second Amended Complaint.. Document filed by Sanofi−Aventis U.S. LLC. (Attachments: # 1 Exhibit A, # 2 Exhibit B)(Burkhardt, Michael) (Entered: 02/29/2008)
20 ANSWER to Amended Complaint. Document filed by Sanofi−Aventis U.S. LLC. Related document: 16 Amended Complaint filed by Amy Zeoli, Sue Sullivan, Nancy Beaney, Michelle Popa, Jennifer Storm, Karen Bellifemine.(Burkhardt, Michael) (Entered: 02/29/2008)
21 MEMO ENDORSEMENT on document 9 granting Motion for Sarah E. Pontoski to Appear Pro Hac Vice. ENDORSEMENT: APPLICATION GRANTED SO ORDERED. (Signed by Judge John G. Koeltl on 3/4/2008) (jpo) (Entered: 03/05/2008)
22 MEMO ENDORSEMENT on document 8 granting Motion for Michael L. Banks to Appear Pro Hac Vice. ENDORSEMENT: APPLICATION GRANTED SO ORDERED.(Signed by Judge John G. Koeltl on 3/4/2008) (jpo) (Entered: 03/05/2008)
Transmission to Attorney Admissions Clerk. Transmitted re: 21 Order on Motion to Appear Pro Hac Vice, 22 Order on Motion to Appear Pro Hac Vice, to the Attorney Admissions Clerk for updating of Attorney Information. (jpo) (Entered: 03/05/2008)
23 STIPULATION AND ORDER EXTENDING TIME FOR PLAINTIFFS TO FILE OPPOSITION TO DEFENDANT'S PARTIAL MOTION TO DISMISS: It is hereby stipulated and agreed by and between the parties that Plaintiffs shall have an extension until April 4, 2008 to file an Opposition to Defendants Partial Motion to Dismiss. (Signed by Judge John G. Koeltl on 3/4/2008) (jpo) (Entered: 03/05/2008)
24 STIPULATION AND ORDER EXTENDING TIME FOR DISCOVERY, by and between the parties in this matter that all class discovery and all fact discovery regarding the merits of the Named Plaintiffs' claims in the above−captioned matter was originally scheduled to be completed by June 30, 2008, and that the parties shall be granted an extension of until September 30, 2008 to complete class discovery and all fact discovery regarding the merits of the Named Plaintiffs' claims. All other subsequent deadlines shall also be extended 3 months to allow for the completion of discovery and subsequent filing is attached. SO ORDERED. ( Discovery due by 9/30/2008.) (Signed by Judge John G. Koeltl on 4/4/2008) (jmi) (Entered: 04/10/2008)

04/10/2008
04/10/2008
04/10/2008 04/10/2008 04/11/2008
04/11/2008
04/16/2008 04/21/2008
05/05/2008 05/22/2008 06/02/2008 06/23/2008 06/23/2008
06/26/2008

25 CASE MANAGEMENT PLAN: All class discovery regarding the merits of the Named Plaintiffs' claims is to be completed by September 30, 2008. Expert Discovery due by 2/28/2009. Motions due by 4/30/2009. Responses due by 6/30/2009 Replies due by 7/30/2009. (Signed by Judge John G. Koeltl on 4/10/2008) (jmi) (Entered: 04/10/2008)
26 MEMORANDUM OF LAW in Opposition re: 18 MOTION to Dismiss Partial Motion to Dismiss the Second Amended Complaint.. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Attachments: # 1 Exhibit 1, # 2 Exhibit 2, # 3 Exhibit 3, # 4 Exhibit 4, # 5 Appendix A)(Sanford, David) (Entered: 04/10/2008)
27 MOTION to Amend/Correct To File Third Amended Complaint. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm.(Sanford, David) (Entered: 04/10/2008)
28 MEMORANDUM OF LAW in Support re: 27 MOTION to Amend/Correct To File Third Amended Complaint.. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Attachments: # 1 Exhibit Proposed Third Amended Complaint, # 2 Appendix A)(Sanford, David) (Entered: 04/10/2008)
29 STIPULATION AND ORDER EXTENDING TIME FOR PLAINTIFFS TO FILE OPPOSITION TO DEFENDANT'S PARTIAL MOTION TO DISMISS THE SECOND AMENDED COMPLAINT: It is hereby stipulated and agreed by and between the parties that plaintiffs time to file an opposition to defendants partial motion to dismiss is extended to April 10, 2008. (Signed by Judge John G. Koeltl on 4/10/2008) (jpo) (Entered: 04/11/2008)
30 STIPULATION AND ORDER OF DISMISSING PLAINTIFF SUE SULLIVAN: Pursuant to F.R.C.P. 41, it is hereby stipulated and agreed, by and through undersigned counsel in this action, that plaintiff Sue Sullivan hereby dismisses her claims with prejudice against Sanofi−Aventis U.S. LLC. (Signed by Judge John G. Koeltl on 4/10/2008) (jpo) (Entered: 04/11/2008)
31 ORDER granting 27 Motion to Amend/Correct. Plaintiffs' Motion for Leave To File Their Amended Complaint be GRANTED, and that Plaintiffs may file the Third Amended Complaint. (Signed by Judge John G. Koeltl on 4/15/08) (tro) (Entered: 04/16/2008)
32 AMENDED COMPLAINT amending 16 Amended Complaint against Sanofi−Aventis U.S. LLC.Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. Related document: 16 Amended Complaint filed by Amy Zeoli, Sue Sullivan, Nancy Beaney, Michelle Popa, Jennifer Storm, Karen Bellifemine.(dle) (dle). (Entered: 04/21/2008)
33 ANSWER to Amended Complaint. Document filed by Sanofi−Aventis U.S. LLC.(Burkhardt, Michael) (Entered: 05/05/2008)
34 ORDER denying 18 Motion to Dismiss. (Signed by Judge John G. Koeltl on 5/21/08) (mme) (Entered: 05/22/2008)
***DELETED DOCUMENT. Deleted document number 35 Order. The document was incorrectly filed in this case. (tve) (Entered: 06/02/2008)
35 MOTION to Quash Third−party Subpoenas. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Attachments: # 1 Text of Proposed Order)(Sanford, David) (Entered: 06/23/2008)
36 MEMORANDUM OF LAW in Support re: 35 MOTION to Quash Third−party Subpoenas.. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Attachments: # 1 Exhibit A, # 2 Exhibit B, # 3 Exhibit C, # 4 Exhibit D, # 5 Exhibit E, # 6 Exhibit F, # 7 Exhibit G, # 8 Exhibit H)(Sanford, David) (Entered: 06/23/2008)
37 NOTICE of Supplemental Authority re: 35 MOTION to Quash Third−party Subpoenas., 36 Memorandum of Law in Support of Motion,. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Attachments: # 1 Exhibit Supplemental Authorities)(Sanford, David) (Entered:

06/27/2008 07/02/2008 07/02/2008
07/02/2008 07/02/2008 07/03/2008 07/08/2008 07/11/2008 07/11/2008 07/11/2008

06/26/2008)
38 MEMORANDUM OF LAW in Opposition re: 35 MOTION to Quash Third−party Subpoenas.. Document filed by Sanofi−Aventis U.S. LLC. (Attachments: # 1 Exhibit A, # 2 Exhibit B, # 3 Exhibit C, # 4 Exhibit D, # 5 Exhibit E, # 6 Exhibit F, # 7 Exhibit G, # 8 Exhibit H, # 9 Exhibit I, # 10 Exhibit J, # 11 Exhibit K, # 12 Exhibit L, # 13 Exhibit M, # 14 Exhibit N)(Burkhardt, Michael) (Entered: 06/27/2008)
39 STIPULATION AND ORDER EXTENDING TIME FOR DISCOVERY: All discovery and all fact discovery regarding the merits of the Named Plaintiffs' claims in the above−captioned matter was originally scheduled to be completed by 9/30/08, and that the parties shall be granted an extension until 12/30/08 to complete class discovery and all fact discovery regarding the merits of the Named Plaintiffs' claims. All other subsequent deadlines shall also be extended 3 months to allow for the completion of discovery. (Signed by Judge John G. Koeltl on 7/2/08) (tro) (Entered: 07/02/2008)
40 REVISED JOINT CASE MANAGEMENT PLAN: This case is to be tried by a jury. All class discovery and all fact discovery regarding the merits of the Named Plaintiffs' claims is to be completed by 12/30/08. Plaintiffs' expert reports shall be filed by 1/30/09. Defendant shall have until 4/15/09 to conduct expert discovery and to file its expert report. Plaintiffs shall have until 5/29/08 to conduct expert discovery and submit any rebuttal expert report. Plaintiffs shall have until; 7/31/09 to submit their class certification brief. Defendant shall file any motions for summary judgment related to the Named Plaintiffs by 7/31/09. Defendant shall have until 9/30/09 to submit an opposition to Plaintiffs' class certification brief. Plaintiffs shall have until 9/30/09 to file their responses to Defendant's motions for summary judgment. Plaintiffs shall have until 10/30/09 to file a reply to Defendant's opposition to class certification. Defendant shall have until 10/30/09 to file any reply briefs in further support of its motions for summary judgment. (Signed by Judge John G. Koeltl on 7/1/08) (tro) (Entered: 07/02/2008)
41 NOTICE of Notice of Filing re: 35 MOTION to Quash Third−party Subpoenas.. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Attachments: # 1 Supplement Motion to Quash, # 2 Supplement Memorandum of Law, # 3 Exhibit A, # 4 Exhibit B, # 5 Exhibit C, # 6 Exhibit D, # 7 Exhibit E, # 8 Exhibit F)(Sanford, David) (Entered: 07/02/2008)
42 NOTICE of Filing (Corrected). Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Attachments: # 1 Supplement Motion, # 2 Supplement Memorandum of Law, # 3 Exhibit A, # 4 Exhibit B, # 5 Exhibit C, # 6 Exhibit D, # 7 Exhibit E, # 8 Exhibit F)(Sanford, David) (Entered: 07/02/2008)
43 REPLY MEMORANDUM OF LAW in Support re: 35 MOTION to Quash Third−party Subpoenas.. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Attachments: # 1 Exhibit A, # 2 Exhibit B)(Sanford, David) (Entered: 07/03/2008)
44 ORDER OF REFERENCE TO A MAGISTRATE JUDGE. Order that case be referred to the Clerk of Court for assignment to a Magistrate Judge for Specific non−Dispostive Motion/Dispute: Motion to quash third−party subpoenas. Referred to Magistrate Judge Gabriel W. Gorenstein. Motions referred to Gabriel W. Gorenstein. (Signed by Judge John G. Koeltl on 7/7/08) (mme) (Entered: 07/08/2008)
45 STIPULATION AND ORDER: It is hereby stipulated and agreed by and between the parties that the deadline for all class discovery and all fact discovery is extended to 12/30/2008. (Signed by Judge John G. Koeltl on 7/10/2008) (jpo) (Entered: 07/11/2008)
46 REVISED JOINT CASE MANAGEMENT PLAN: Amended Pleadings due by 1/31/2008. Motions for summary judgment due by 7/31/2009. Responses due by 9/30/2009 Replies due by 10/30/2009. All discovery due by 12/30/2008, as set forth herein. (Signed by Judge John G. Koeltl on 7/10/2008) (jpo) (Entered: 07/11/2008)
47 ORDER: It is the Court's intention to treat plaintiff's motion to quash as a motion for a protective order. Oral Argument on this motion shall take place on 7/23/2008 at 3:30 p.m. in Courtroom 17−A, 500 Pearl Street, New York, NY. To preserve the status quo pending the decision on the motion, the Court grants a temporary protective order as

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further set forth in this Order. Set Hearing as to 35 MOTION to Quash ( Oral Argument set for 7/23/2008 at 03:30 PM in Courtroom 17A, 500 Pearl Street, New York, NY 10007 before Magistrate Judge Gabriel W. Gorenstein.) (Signed by Magistrate Judge Gabriel W. Gorenstein on 7/11/2008) (tve) Modified on 9/15/2008 (tve). (Entered: 07/11/2008)
48 MOTION for Leave to Appear by Telephone. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Attachments: # 1 Text of Proposed Order)(Sanford, David) (Entered: 07/18/2008)
49 MEMO ENDORSED striking 48 Motion for Leave to Appear ENDORSEMENT: This motion (Docket # 48) is improper (it violates Local Civil Rule 7.1 and paragraph 2.A of this Courts Individual Practices) and wasteful, and it is thus stricken. Nonetheless, permission is granted.. (Signed by Magistrate Judge Gabriel W. Gorenstein on 7/21/08) (mme) (Entered: 07/21/2008)
50 ORDER granting 35 Motion to Quash. For the reasons stated today on the record, the motion to quash the subpoenas (Docket #35) is treated as a motion for a protective order, and is granted. Defendant shall not take any action to enforce the subpoenas at issue and the subpoenaed entities shall suspend their compliance with the subpoenas. In addition, defendant should not issue any subpoenas in the future to employees of the plaintiffs or putative class members without first seeking leave of the court. Notwithstanding the above, and as discussed at oral argument, defendant has leave to seek the information called for by the subpoenas in the future by submitting additional argument or other information by letter at any time prior to the close of discovery. Defendant is directed to provide a copy of this Order to each subpoenaed entity. (Signed by Magistrate Judge Gabriel W. Gorenstein on 7/23/08) (tro) (Entered: 07/24/2008)
Minute Entry for proceedings held before Magistrate Judge Gabriel W. Gorenstein: Oral Argument held on 7/23/2008 at 3:30 p.m. (jpo) (Entered: 07/28/2008)
51 MOTION for W. John Lee to Appear Pro Hac Vice. Document filed by Sanofi−Aventis U.S. LLC.(dle) (Entered: 09/05/2008)
CASHIERS OFFICE REMARK on 51 Motion to Appear Pro Hac Vice in the amount of $25.00, paid on 09/04/2008, Receipt Number 662244. (jd) (Entered: 09/09/2008)
52 ORDER FOR ADMISSION PRO HAC VICE ON WRITTEN MOTION granting 51 Motion for W. John Lee to Appear Pro Hac Vice. W. John Lee is admitted to practice pro hac vice as counsel for Defendant Sanofi−Aventis in the above captioned case. (Signed by Judge John G. Koeltl on 9/9/08) (tro) (Entered: 09/10/2008)
Transmission to Attorney Admissions Clerk. Transmitted re: 52 Order on Motion to Appear Pro Hac Vice, to the Attorney Admissions Clerk for updating of Attorney Information. (tro) (Entered: 09/10/2008)
53 TRANSCRIPT of proceedings held on 7/23/08 before Magistrate Judge Gabriel W. Gorenstein. (ama) (Entered: 09/11/2008)
54 FILING ERROR − ELECTRONIC FILING FOR NON−ECF DOCUMENT − NOTICE of Withdrawal of Attorney Meenoo Chahbazi as Counsel for Plaintiffs. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Sanford, David) Modified on 10/10/2008 (jar). (Entered: 10/09/2008)
***NOTE TO ATTORNEY TO RE−FILE DOCUMENT − NON−ECF DOCUMENT ERROR. Note to Attorney David Sanford to E−MAIL Document No. 54 Notice of Attorney Withdrawal to judgments@nysd.uscourts.gov. This document is not filed via ECF. (jar) (Entered: 10/10/2008)
58 MOTION for Kristen Walsh to Appear Pro Hac Vice. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm.(db) (Entered: 12/11/2008)
55 STIPULATION AND ORDER EXTENDING TIME FOE DISCOVERY; that the parties shall be granted an extension until 3/30/2009 to complete class discovery and all fact discovery regarding the merits of the Named Plaintiff' claims. All other subsequent deadlines shall also be extended 3 months to allow for the completion of

11/17/2008
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03/24/2009 11/16/2009

discovery. SO ORDERED.( Discovery due by 3/30/2009.) (Signed by Judge John G. Koeltl on 11/14/2008) (tve) (Entered: 11/17/2008)
56 REVISED JOINT CASE MANAGEMENT PLAN: This case is to be tried to a jury. The deadline for adding parties and amending the complaint shall be set for 1/31/2008. All class discovery and all fact discovery regarding the merits of the Named Plaintiffs; claims is to be completed by 3/30/2009. Plaintiffs' exert reports shall be filed by 4/30/2009. Defendant shall have until 7/15/20096 to conduct expert discovery and to file its expert report. Plaintiffs shall have until 8/29/2009 to conduct expert discovery and submit any rebuttal expert report. Plaintiffs shall until 10/31/2009 to submit their class certification brief. Defendant shall file any motions for summary judgment related to the Named Plaintiffs by 10/31/2009. Defendant shall have until 12/30/2009 to submit an opposition to Plaintiffs' class certification brief. Plaintiffs shall have until 12/30/2009 to file their responses to Defendant's motion for summary judgment. Plaintiffs shall have until 1/30/2010 to file a reply to Defendant's opposition to class certification. Defendant shall have until 1/30/2010 to file any reply brief in further support of its motions for summary judgment.SO ORDERED. (Signed by Judge John G. Koeltl on 11/14/2008) (tve) (Entered: 11/17/2008)
57 NOTICE OF WITHDRAWAL OF ATTORNEY MEENOO CHAAHBAZI AS COUNSEL FOR PLAINTIFFS; attorney Meenuo Chahbazi herehy respectfully notifies this Court ofher withdrawal as counsel of record for Plaintiffs in the above captioned matter. Ms. Chahbazi will be leaving the law firm of Sanford Wittels &Heisler, LLP this October. Attorneys David Sanford, Steven Wiltels, and Jeremy Heisler of Sanford Wittels & Heisler, LLP continue to serve as counsel for Plaintiffs. Parties are currently engaged in the discovery process. SO ORDERED. (Signed by Judge John G. Koeltl on 11/14/2008) (tve) (Entered: 11/17/2008)
59 ORDER FOR ADMISSION PRO HAC VICE ON WRITTEN MOTION granting 58 Motion for Kristen Walsh to Appear Pro Hac Vice for plaintiffs Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Signed by Judge John G. Koeltl on 11/19/08) (db) (Entered: 12/11/2008)
Transmission to Attorney Admissions Clerk. Transmitted re: 59 Order on Motion to Appear Pro Hac Vice to the Attorney Admissions Clerk for updating of Attorney Information. (db) (Entered: 12/16/2008)
60 STIPULATION AND ORDER EXTENDING TIME FOR DISCOVERY: IT IS HEREBY STIPULATED AND AGREED by and between the parties in this matter that all class discovery and all fact discovery regarding the merits of the named Plaintiffs' claims in the above captioned matter was originally scheduled to be completed by March 30, 2009, and the parties shall be granted an extension until November 30, 2009 to complete class discovery and and all fact discovery regarding the merits of the Named Plaintiffs claims. The parties are seeking this extended deadline because they have produced over 2 million pages of documents in connection with this matter, and as a result of the large volume of discovery materials, they need additional time to review the documents and conduct depositions. In addition, the parties seek additional to explore a resolution of this matter All other subsequent deadlines shall be: extended eight months to allow for thecompletion of discovery. A Proposed Revised Scheduling Order with an eight month extension of discovery and all subsequent filing dates is attached (Signed by Judge John G. Koeltl on 3/23/09) (js) (ad). (Entered: 03/24/2009)
61 CASE MANAGEMENT PLAN: Motions due by 6/30/2010. Responses due by 8/31/2010 Replies due by 9/30/2010. Discovery due by 4/30/2010. (Signed by Judge John G. Koeltl on 3/23/09) (js) (Entered: 04/08/2009)
62 STIPULATION REGARDING SETTLEMENT AND ORDER: Plaintiffs Karen Bellifemine, Amy Zeoli, Michelle Popa, Nancy Beaney, and Jennifer Storm (collectively, "Plaintiffs") and Defendant sanofi−aventis U.S. LLC, by and through their undersigned attorneys, hereby stipulate and agree that this action has settled and the parties are in the process of preparing and executing the Class Action Settlement Agreement. The parties anticipate filing a Motion for Preliminary Approval of the Class Action Settlement by December 31, 2009, The parties also stipulate and agree that all deadlines in this action be suspended during the settlement process. (Signed by Judge John G. Koeltl on 11/16/2009) (jfe) (Entered: 11/16/2009)

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63 ENDORSED LETTER addressed to Judge John G. Koeltl from Sarah E. Pontoski dated 1/19/2010 re: We write to inform Your Honor that the parties have executed the Class Action Settlement Agreement; however, they are still in the process of finalizing the Motion for Preliminary Approval of the Class Action Settlement. The parties anticipate that they will file a Motion for Preliminary. ENDORSEMENT: The parties should submit the motion or a status report by 2/26/10. SO ORDERED. ( Motions due by 2/26/2010, Status Report due by 2/26/2010.) (Signed by Judge John G. Koeltl on 1/20/2010) (jmi) (Entered: 01/20/2010)
64 ENDORSED LETTER addressed to Judge John G. Koeltl from Michael S. Burkhardt dated 2/25/2010 re: Requesting that the Court allow the parties an additional two weeks until March 12, 2010 to file the motion for preliminary approval. ENDORSEMENT: Application Granted. So Ordered. (Signed by Judge John G. Koeltl on 2/25/2010) (jpo) (Entered: 03/01/2010)
65 MOTION for Settlement Plaintiffs' Notice of Unopposed Motion for Preliminary Approval of Class Action Settlement and Related Relief. Document filed by Amy Zeoli, Michelle Popa, Sue Sullivan, Karen Bellifemine, Nancy Beaney.(Wittels, Steven) (Entered: 03/12/2010)
66 MEMORANDUM OF LAW in Support re: 65 MOTION for Settlement Plaintiffs' Notice of Unopposed Motion for Preliminary Approval of Class Action Settlement and Related Relief.. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Wittels, Steven) (Entered: 03/12/2010)
67 DECLARATION of Steven L. Wittels and David W. Sanford in Support re: 65 MOTION for Settlement Plaintiffs' Notice of Unopposed Motion for Preliminary Approval of Class Action Settlement and Related Relief.. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Wittels, Steven) (Entered: 03/12/2010)
68 FILING ERROR − ELECTRONIC FILING FOR NON−ECF DOCUMENT − DECLARATION of Steven L. Wittels and David W. Sanford, Exhibit A in Support re: 65 MOTION for Settlement Plaintiffs' Notice of Unopposed Motion for Preliminary Approval of Class Action Settlement and Related Relief. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Wittels, Steven) Modified on 3/15/2010 (db). (Entered: 03/12/2010)
69 FILING ERROR − ELECTRONIC FILING FOR NON−ECF DOCUMENT − DECLARATION of Steven L. Wittels and David W. Sanford, Exhibits B−E in Support re: 65 MOTION for Settlement Plaintiffs' Notice of Unopposed Motion for Preliminary Approval of Class Action Settlement and Related Relief. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Wittels, Steven) Modified on 3/15/2010 (db). (Entered: 03/12/2010)
70 FILING ERROR − ELECTRONIC FILING FOR NON−ECF DOCUMENT − DECLARATION of Steven L. Wittels and David W. Sanford, Exhibit F in Support re: 65 MOTION for Settlement Plaintiffs' Notice of Unopposed Motion for Preliminary Approval of Class Action Settlement and Related Relief. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Wittels, Steven) Modified on 3/15/2010 (db). (Entered: 03/12/2010)
71 FILING ERROR − ELECTRONIC FILING FOR NON−ECF DOCUMENT − AFFIRMATION of Steven L. Wittels and David W. Sanford, Exhibit G in Support re: 65 MOTION for Settlement Plaintiffs' Notice of Unopposed Motion for Preliminary Approval of Class Action Settlement and Related Relief. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Wittels, Steven) Modified on 3/15/2010 (db). (Entered: 03/12/2010)
72 CERTIFICATE OF SERVICE of Documents in Support of Preliminary Approval of Class Action Settlement on 3/12/10. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Wittels, Steven) (Entered: 03/12/2010)
***NOTE TO ATTORNEY TO RE−FILE DOCUMENT − NON−ECF DOCUMENT ERROR. Note to Attorney Steven Lance Wittels. Exhibits are not filed via ECF, they may be filed as attachments to other documents Document Nos. [68−71]. These documents are not filed via ECF. (db) (Entered: 03/15/2010)

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08/06/2010

73 DECLARATION of Steven L. Wittels and David W. Sanford in Support re: 65 MOTION for Settlement Plaintiffs' Notice of Unopposed Motion for Preliminary Approval of Class Action Settlement and Related Relief.. Document filed by Amy Zeoli, Michelle Popa, Sue Sullivan, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Attachments: # 1 Exhibit Exhibit A, # 2 Exhibit Exhibit B, # 3 Exhibit Exhibit C, # 4 Exhibit Exhibit D, # 5 Exhibit Exhibit E, # 6 Exhibit Exhibit F, # 7 Exhibit Exhibit G)(Wittels, Steven) (Entered: 03/15/2010)
74 ORDER PRELIMINARILY APPROVING SETTLEMENT, the court preliminarily approves the Settlement Agreement as being fair, reasonable and adequate......Based on the deadlines set forth in the Settlement Agreement, a Final Fairness Hearing shall take place on 8/3/10 at 4 pm.....As of the date hereof, all discovery and other proceedings in this case are stayed until further order of this Court, except as may be necessary to implement the Settlement Agreement. (Signed by Judge John G. Koeltl on 3/23/10) (cd) (Entered: 03/29/2010)
Set Deadlines/Hearings: Status Conference/fairness hearing set for 8/3/2010 at 04:00 PM before Judge John G. Koeltl. (cd) (Entered: 03/29/2010)
75 MOTION for Settlement Final Approval of Class Action Settlement and Related Relief. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. Return Date set for 8/3/2010 at 04:00 PM.(Wittels, Steven) (Entered: 07/20/2010)
76 DECLARATION of Steven L. Wittels, David W. Sanford and Janette Wipper in Support re: 75 MOTION for Settlement Final Approval of Class Action Settlement and Related Relief.. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Attachments: # 1 Exhibit A, # 2 Exhibit B, # 3 Exhibit C, # 4 Exhibit D, # 5 Exhibit E, # 6 Exhibit F)(Wittels, Steven) (Entered: 07/20/2010)
77 DECLARATION of Janice Fanning Madden, Ph.D. in Support re: 75 MOTION for Settlement Final Approval of Class Action Settlement and Related Relief.. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Wittels, Steven) (Entered: 07/20/2010)
78 DECLARATION of Edward J. Sincavage, CPA in Support re: 75 MOTION for Settlement Final Approval of Class Action Settlement and Related Relief.. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Attachments: # 1 Exhibit A, # 2 Exhibit B, # 3 Exhibit C, # 4 Exhibit D Part 1, # 5 Exhibit D Part 2)(Wittels, Steven) (Entered: 07/20/2010)
79 MEMORANDUM OF LAW in Support re: 75 MOTION for Settlement Final Approval of Class Action Settlement and Related Relief.. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Wittels, Steven) (Entered: 07/20/2010)
80 CERTIFICATE OF SERVICE. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. (Wittels, Steven) (Entered: 07/20/2010)
81 MOTION for Settlement Final Approval of Class Action Settlement and Related Relief. Document filed by Amy Zeoli, Michelle Popa, Karen Bellifemine, Nancy Beaney, Jennifer Storm. Return Date set for 8/3/2010 at 04:00 PM. (Attachments: # 1 Text of Proposed Order Proposed Order)(Wittels, Steven) (Entered: 07/21/2010)
82 MEMORANDUM OPINION AND ORDER: #99336 THE COURT FURTHER FINDS AND ORDERS AS FOLLOWS: 1. Plaintiffs' Motion for Final Approval of Class Action Settlement and Entry of Final Judgment is GRANTED. 2. The Civil Action is dismissed with prejudice and without further costs, including but not limited to claims for interest, penalties, costs and attorneys' fees, that Named Plaintiffs and any members of the Class have alleged or may have alleged in connection with this Litigation. The Clerk is directed to enter judgment consistent with this Order and is further directed to close this case. The Clerk is also directed to close all pending motions. (Signed by Judge John G. Koeltl on 8/5/2010) (tro) Modified on 8/24/2010 (ajc). (Entered: 08/06/2010)
Transmission to Judgments and Orders Clerk. Transmitted re: 82 Memorandum & Opinion, to the Judgments and Orders Clerk. (tro) (Entered: 08/06/2010)

08/09/2010
08/12/2010 08/12/2010 12/21/2011 12/27/2011 10/28/2013 10/29/2013
11/04/2013 11/04/2013

83 CLERK'S JUDGMENT That for the reasons stated in the Court's Memorandum Opinion and Order dated August 5, 2010, the Court finds the settlement, as evidenced by the parties' agreement, to be fair, reasonable and adequate; the Court finds the $4,590,000.00 in attorneys' fees and $150,302.51 in expenses requested by Class Counsel reasonable, as are the service payment awards to Karen Bellifemine, Amy Zeoli, Michelle Popa, Nancy Beaney, Jennifer storm, Amy Johnson, Lucy Velez, Beth Green, and Patrice Sutherland; Plaintiffs' Motion for Final Approval of Class Action Settlement and Entry of Final Judgment is granted; and the Civil Action is dismissed with prejudice and without further costs, including but not limited to claims for interest, penalties, costs and attorneys' fees, that Named Plaintiffs and any members of the Class have alleged or may have alleged in connection with this Litigation; accordingly, the case is closed. (Signed by Clerk of Court Ruby Krajick on 8/9/10) (Attachments: # 1 NOTICE OF RIGHT TO APPEAL)(ml) (Entered: 08/09/2010)
84 TRANSCRIPT of proceedings held on 8/3/2010 before Judge John G. Koeltl. (ab) (Entered: 08/12/2010)
85 TRANSCRIPT of proceedings held on 3/22/2010 before Judge John G. Koeltl. (ab) (Entered: 08/12/2010)
86 ORDER: The Court has received the attached letter which it forwards to the parties. Counsel for the plaintiffs should respond and address the concerns raised in the letter. (Signed by Judge John G. Koeltl on 12/20/2011) (ab) (Entered: 12/21/2011)
87 RESPONSE re: 86 Order Filed December 21, 2011. Document filed by Karen Bellifemine. (Wittels, Steven) (Entered: 12/27/2011)
88 LETTER addressed to Judge John G. Koeltl from Michael S. Burkhardt dated October 28, 2013 re: Status Report Concerning Remaining Settlement Funds. Document filed by Sanofi−Aventis U.S. LLC.(Burkhardt, Michael) (Entered: 10/28/2013)
89 NOTICE OF COURT CONFERENCE: You are directed to appear for a conference, to be held on Monday, November 4, 2013, in Courtroom 12B, at 10:30am in front of the Honorable John G. Koeltl. All requests for adjournments must be made in writing to the Court. For any further information, please contact the Court at (212) 805−0107. Status Conference set for 11/4/2013 at 10:30 AM in Courtroom 12B, 500 Pearl Street, New York, NY 10007 before Judge John G. Koeltl. (lmb) (Entered: 10/29/2013)
90 MEMO ENDORSEMENT on re: 88 Letter filed by Sanofi−Aventis U.S. LLC. ENDORSEMENT: APPLICATION GRANTED. (Signed by Judge John G. Koeltl on 11/4/2013) (djc) (Entered: 11/04/2013)
Minute Entry for proceedings held before Judge John G. Koeltl: Interim Pretrial Conference held on 11/4/2013. (Fletcher, Donnie) (Entered: 11/05/2013)

 
 UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

KAREN BELLIFEMINE, AMY ZEOLI, MICHELLE POPA, NANCY BEANEY, and JENNIFER STORM, Individually and on Behalf of Others Similarly Situated,
Plaintiffs,
v.
SANOFI-AVENTIS U.S. LLC,
Dcfcndant.

C. A. No. 01-2207 CLASS ACTION

SETTLEMENT AGREEMENT

1

I. INTRODUCTION 1.1 Subject to approval by the United States District Court for the Southern })isfftctcif
New York (the "COUlt"), this Settlement Agreement ("Settlement Agreement," "Settlement" or "Agreement") sets forth the full and final terms by which the Class Representatives Karen Bell ifeminc, Amy Zeoli, Michelle Popa, Nancy Beaney, and Jennifer Storm (collectively "Class Representatives" or "Named Plaintiffs"), on behalf of themselves and Clm-ent and former female sales force employees of sanofi-aventis U.S. LLC ("sanofi-aventis," "Defendant," or "Company"), represented by their attorneys, Sanford Wittels & Heisler, LLP and the Law Offices of Grant E. Morris (collectively, "Class Counsel"), and Defendant ImllOfi-aventis, represented by its attomeys Morgan, Lewis & Bockius LLP, have settled and resolved all claims that have been raised in the Civil Action. II. NATURE AND RESOLUTION OF THIS CASE
2.1 On March 14, 2007, Class Representative Karen Bellifemine filed a Class Action Complaint (the "Complaint") against sanofi-aventis in the United States District Court for the Southem District of New York on behalf of a nationwide class of female sales force employees ofsanofi-aventisunderTitle VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, et seq. ("Title VIl") and parallel state and local laws prohibiting gender discrimination, harassment and retaliation. Amy Zeoli, Michelle Popa;.Nancy Beaney, and Jennifer StOln) were subsequently added as Class Representatives. The Class Representatives filed their Third Amended Class Action Complaint on April 21, 2008.
2.2 In an eff011 to avoid further unnecessary litigation, cost and expense, the Parties entered mediation after approximately two years of litigation. The Parties retained a well-known and experienced mediator, Eric Green of Resolutions LLC, skilled in mediation of complex class
2

actions, to assist them in their negotiations. The Parties retain~d experienced expert Labor Economist/Statisticians to analyze substautial employment data and information for their negotiations. The Parties and their experts discussed extensive regression analyses of the employment data and potential programmatic relief in their negotiations. Both Parties and their Counsel recogni'Ze that, in the absence of an approved settlement, they would face a long litigation course, including motions for class certi fication, motions for summary judgment, and trial and appellate proceedings that would consume time and resources and present each ofthem with ongoing litigation risks and uncertainties. The Patties wish to avoid these risks and uncertainties, as well as the consumption of time and resources, through settlement pursuant to the tenns and conditions of this Agreement. After cxtensive discovery, analysis and deliberation, the Parties are of the opinion that the settlement described in this Agreement is fair, reasonable .and adequate. Class Counsel and the Class Representatives believe that the settlement set forth in this Settlement Agreement serves the best interest of the Class based on all the facts and circumstances, including the risk of significant delay and the uncertainty of class certification, as it provides prompt relieffor the Class.
2.3 It is the desire of the Parties to fully, finally, and forever settle, compromise, and discharge all disputes and claims arising from or related to the Civil Action which exist between them and between theReleased Parties and the Settlement Class.
2.4 It is the intention of the Parties that this Agreement shall constitute a full and complete settlement and release of all Released Claims against all Released Parties and a dismissal of all pending actions covered by the Released Claims.
2.5 Defendant denies all claims as to liability, wrongdoing, damages, penalties, interest, fees, injunctive relief and all other fOlms ofrelief, as well as the class allegations
', ...
3

asserted in the Civil Action. Defendant has agreed to resolve the Civil Action via this Agreement, but to the extent this Agreement is deemed void or the Effective Date does not occur, Defendant does not waive, but rather expressly reserves, all rights to challenge any and all claims and allegations asserted by the Class Representatives in the Civil Action upon all procedural and substantive grounds, including without limitation the ability to challenge class action treatment on any grounds and to assert any and all other potential defenses or priviieges. The Class Representatives and Class Counsel agree that Defendant retains and reserves these rights, and they agree not to take a position to the contrary. Specifically, the Class Representatives and Class Counsel agree that, if the Civil Action \verc to proceed, they wil1not argue or present any argument, and hereby waive any argument that, based on this settlement or this Settlement Agreement or any exhibit and attachment hereto, or any act performed or .document executed pursuant to or in furtherance of this settlement or this Agreement, Defendant should be barred from contesting class action certification pursuant to Federal Rule ~f Civil Procedure 23 on any grounds, or from asserting any and all other potential defenses and priVileges. This Agreement shall not be deemed an admissionpy, or a basis for estoppel against Defendant that class action treatment pursuant to Federal Rule of Civil Procedure 23 in the Civil Action is proper or cannot be contested on any grounds. Additionally, neither the Agreement nor ,..• lhe settlement, nor any act performed or document executed pursuant to, or in furtherance of, the Agreement or the settlement: (a) is or may be deemed to be or may be used as an admission or evidence of the validity of any Released Claim, or of any wrongdoing or liability of the Released Parties, or any of them; or (b) is or may be deemed to be or may be used as an admission or evidence of any fault or omission of the Released Parties, or any of them, in any civil, criminal or administrative proceeding in any court, administrative agency, or other tribunal.
4

2.6 Neither this Agreement nor anything in it, nor any part of the negotiations that occulTed in connection with the creation of this Settlement, shall constitute evidence with respect to any issue or dispute in any lawsuit, legal proceeding, or administrative proceeding, except for legal proceedings conccming the enforcement or interpretation of tllis Agreement. III. GENERAL TERMS OF THE SETTLEMENT AGREEMENT
A. Definitions. The terms described below shall have the meanings defined in this Section wherever used in this Agreement and in all of its exhibits, including the Notice of Class Action Settlement.
3.1 "CAFA Notice" refers to the notice to be sent to appropriate federal and state officials pursuant to the requirements of the Class Action Fairness Act of2005 ("CAFA"), 28 U.S.C. § 1715(b).
3.2 The "Civil Action" means the above-captioned action. 3.3 For purposes of this Agreement, the Class is defined as all female sales force employees employed by sanofi-aventis in the United States tor at least one day between May 12, 2005 to the Preliminary Approval Date (the "Class") (together the "Proposed Class Members" and each a "Proposed Class Member"), excluding individuals who held management level positions higher than District Sales Manager, and excluding individuals who entered into individual releases as part of individual agreements with sanofi-aventis up to the Final Approval Date, and excluding individuals who file a timely request to opt-out ofthe Settlement. 3.4 For purposes of this Agreement, the Class Period shall be defined as May 12, 2005 through the Preliminary Approval Date for this Settlement as defined below in Paragraph 3.22 (the "Class Period" or "Relevant Time Period").
5

3.5 "Claim Fonn" means the foml agreed upon by the Parties and attached to the Notice. The Claim Form must be submitted by eligible Proposed Class Members to the Claims Administrator as part of the claims process of this Settlement pursuant to Section V.A(ii)-V.B.
3.6 "Claimant" means a Proposed Class Member who has submitted a timdy and complete Claim Form.
3.7 "Claims Administrator" means Heffler, Radetich & Saitta LLP ("Heffler, Radetich & Saitta LLP"), 1515 Market Street, Suite J700, Philadelphia, PA 19102, telephone: (215) 665-8870; facsimile: (215) 665-0613.
3.8 "Class Counsel" means the law fimls of Sanford Wittels & Heisler, LLP amHhe Law Offices of Grant E. Morris.
3.9 "Class Monetary Awards Settlement Fund" means the monetary amount provided to the Claims Administrator pursuant to Section IV.B.
3.10 "Class Representatives" or "Named Plaintiffs" means Karen Bellifemine, Amy Zeoli, Michelle Popa, Nancy Beaney, and Jennifer Stonn.
3.11 "Counsel for sanofi-aventis" or "Counsel fdr Defendant" means the law firm of Morgan, Lewis & Bockius LLP.
3.12 The "CoUli"mcans the u.S. District COUlt for the Southern District of New York. 3.13 "Defendant," the "Company" and/or "sanofi'aventis" mean sanofi-aventis U.S. LLC. 3.14 "Final Approval Datc" or ':Final Approval" means the date of entry of the Final Approval Order for this Settlement. 3.15 "Effective Date"means the date upon which all of the following have occurred: (I) entry of an order by the Court certifying the Settlement Class; (2) entry of an order or orders
6

by the Court granting final approval to the Agreement, approving the amount of attorneys' fe,es and costs and dismissing the Civil Action with prejudice; (3) the period for sanofi-aventis to
withdraw from the Agreement <.i.&, 30 days from the Claims Administrator's receipt of all timely
and complete requests for exclusion submitted by a Class Representative and/or Proposed Class Member) has expired, and (4) the time for appeal has expired andlor any appeal is complete.
3.16 "Labor Economist/Statistician" means the individual who is charged with calTying out the Labor Economist/Statistician's duties pursuant to Sections IV.C and VI.F.
3.17 "Lead Class Counsel" means the law firm of Sanford Wittels & Heisler, LLP. 3.18 "Parties" means the Class Representatives and Defendant. 3.19 "Pay Equity Analysis" or "Pay Equity Study" means the pay equity analysis of existing base pay compensation for all cUlTent sales force employees based on their status as of June 16, 2009, which will be conducted by an independent Labor Economist/Statistician, who will recommend pay adjustments for current female sales force employees, with the exception of management level employees who hold titles other than District Sales Manager. 3.20 "Pay Equity Settiem,ent Ftmd" shall mean the monetary amount reserved to conduct the pay equity analysis and implement its recommcndations pursuant to Sections IV.C and VI.F. 3.21 "Preliminary Approval Order" means the Order entered by this Court preliminarily approving the terms of this Agreement, ccrtifying the Settlement Class, and preliminarily approving the payment of attorneys' fees, attorneys' costs, and the Service Payments, as described in this Agreement, scheduling a Settlement Hearing, and directing the mailing to the Settlement Class of the Notice of Class Action,Settlement.
7

3.22 "Preliminary Approval Date" means the date of entry of the Preliminary Approval Order.
3.23 "Released Claims" means any and all claims of whatever nature, known-or unknown, that the Class Representatives and Settlement Proposed Class Members may have against sanofi-aventis, its parent, subsidiaries and affiliated companies, and in the case of all such entities, their respective past and present owners, representativcs, officers, directors, attomeys, agents, employees, insurers, predecessors, successors and assigns (collectively referred to as the "Released Parties"), arising out of the same transactions, selies of connected transactions, occurrences or nucleus of operative facts that form the basis ofthe claims that were or could have been asserted in the Civil Action including any and all claims asserted in the oliginal and subsequently amended complaints filed in the Civil Action. This release does not include or cover any actions or omissions occUlTing after the Final Approval Date as defined. Specifically included in this release are any and all employment discrimination claims or benefits claims arising out of the same transactions, series of connected transactions, occun'ences or nucleus of operative facts that form the basis ofthe claims that were or could have been asserted in the Civil Action (including compensation, promotion, sexual harassment and retaliation claims arising from any alleged conduct from 2004 through the date of Final Approval), including but not limited to, claims of alleged employment discrimination or benefits claims under Title VII of the Civil Rights Act ofI964, as amended, 42 U.S.C. §§ 2000e, et seq. ("Title VII"), 42 U.S .C. § 1981 ("Section 1981"), the Age Discrimination in Employment Act, 29 U.S.C. §§ 621 et seq. . ("ADEN'), the Americans with Disabilities Act, 29 U.S.C. § 12101 et seq. ("ADA"), the New York Human Rights Law, §§ 296 et aI., the Employee Retirement Income Security Act of 1974, 29 U.S.C. §§ 1001, et seq: ("ERISA") (except for vested benefits otherwise entitled), and any
8

other federal, state, or local statutes, common law, or regulation. Furthermore, this Release includes any and all common law claims for fraud, duress, Dreach of contract, fraudulent inducement or any other state, local or federal claim arising from the same transactions, series of cOlUlected transactions, occurrences or nucleus of operative facts tbat form the basis of the claims that were or could have been asserted in the CiviIAction. Furthermore, this Release includes all claims for monetary damages, injunctive, decl.aratory or equitable relief, and costs and attorneys' fees, whethcr adsing under Title VlI, Section 1981 or under any other federal, state, local or common laws or regulations arising out of the same transactions, series of
'or connected transactions, occunences or nucleus of operative facts that form the baSIS the
claims that were or could have been assetted in the Civil Action. 3.24 "Released Parties" means sanofi-aventis, its parent, subsidiaries and affiliated
companies, and in the casc of all such entities, their respective past and present owners, representatives, officers, directors, attomeys, agents, employees, insurers, predecessors, successors and assigns.
3.25 "Settlement Agreement" or "Agreement" means this Agreement and all Exhibits attached to it.
3.26 "Settlement Class" or "Class" means the class that Plaintiffs seek to have certified for purposes of this Settlement Agreement which is defined above in Paragraph 3.3, who do not timely opt-out of the Settlement pursuant to the terms of the Preliminary Approval Order (together the "Settlement Proposed Class Members" or "Proposed .Class Members" and individually each a "Proposed Settlement Class Member" or "Proposed Class Member").
9

B. Duration of the Settlemeut. TIle programmatic relief in this Settlement Allfeemcnt is effective immediately upon the Effective Date and shall remain binding on the Parties and their agents and successors for a three-year period following the Effective Date.
C. Mutual Full Cooperation. The Parties agree that they will fully coopcrate with each other to effectuate and implement all terms and conditions of this Settlement Agreement, and exercise good faith efforts to accomplish the tenn~ and conditions of this Settlcment Agreement.
D. Persons Covered by this Settlement Agreemcnt. 3.27 Definition of "Proposcd Settlement Class," "Class" or "PropOsed Class Members." For purposes of this Settlement and Court approval of the Settlement Agreement, Plaintiffs seek certification of the following Proposed Settlement Class: All female sales force employees employed by sanofi-aventis in the United States for at least one day between May 12, 2005 to the Preliminary Approval Date, excluding individuals who held management level positions higher than District Sales Manager, excluding individuals who previously entered into individual releases as part of individual agreements with sanofi-aventis up to the Final Approval Date, and excluding individuals who file a timely request to opt out oflhe Settlement. E. Jurisdiction and Venue. 3.28 This Agreement shall be subject to, governed by, constmed, enforced, and administered in accordance with the laws of the State ofNew Jersey, both in its procedural and substantive aspects. Any breach of contract claim concerning this Agreement shall be brought in the United States District Comi for the Southern District of New York, and the Parties shall request that the Court assign the matter to Jud~e Koeltl. This Agreement shall bc constmed as a whole according to its fair meaning and intent, and not strictly for or against any paliy, regardless of who drafted or who was princip.ally responsible for drafting this Agreement or.any specific term or condition thereof.
10

IV. MONETARY RELIEF A. The Total Scttlemcnt Amount. 4.1 Defendant shall pay Fifteen Million Three Hundred Sixty Thousand Dollars
($15,360,000.00) to'settle and satisfy the claims in the Civil Action ("Total Settlement .Amount"). The Total Settlement Amount shall be divided as follows provided the COUli finally . approves the Settlement:
(i) a total gross amount of$8,188,000.00 less applicable costs set for01 below allocated for the payment of all individual monetary aww'ds to the Proposed Settlellient Class Members, described in more detail in 'Seetion V.A; (ii) a total gross amount of $535,000.00 allocated for service payments, including $375,000.00 allocated to the five (5) Named Plaintiffs and $160,000.00 allocated to Amy Johnson, Lucy Velez, Beth Green, and Patrice Sutherland as service payments if they agree to remain in the class settlement (collectively the "Service Payments"), described in more detail in Paragraph 7.1; (iii) a total gross amount of $2,047,000.00 to conduct a Pay Equity Analysis by an independent Labor Economist/Statistician and to fund pay equity adjustments for current employees in accordance with the analysis. Such work is described in Sections IV.C and Vl.F; and (iv) a total gross amount of$4,590,000.00 allocated to pay Class Counsel's attorneys' fees, which include attorneys' fees in connection with seeking Court approval of the Settlement, overseeing the claims process, and monitoring the Settlement Agreement, plus reasonable and verified costs, descIibcd in inore detail in Paragraph 7.2.
II

4.2 In addition to the Total Settlement Amount, sanofi-aventis shall pay the

employer's share of applicable employment taxes or contributions as described in Paragraphs 5.1

and 5.6.

4.3 In additional to the Total Settlement Amount, sanofi-aventis shall pay.up to

$150,000.00 in administrative expenses of the Settlement Agreement as described in Section

IV.b.

B. The Class Monetary Awards Settlement Fund.

4.4 No later than thirty (30) days after the Final Approval Date, sanofi-aventis shall

provide, by wire transfer, to the Claims Administrator Thirteen Million Three Hundred Thirteen

I

Thousand Dollars ($13,313,000.00) (the "Class Monetary Awards Settlement Fund"). The Class

I

I

Monetary Awards Settlement Fund is calculated based upon the Total Settlement Amount

i
i

described in Paragraph 4.1, above ($15,360,000.00) minus the amount dedicated to the Pay

i

Equity Settlement Fund described in Paragraph 4.1 0, below ($2,047,000.00).

4.5 The Class Monetary Awards Settlement Fund will be placed in an interest bearing

account (the "Class Settlement Account") approved by Class Counsel with a unique Tax Payer

Identification Number. Any interest accrued prior to the distribution of any monetary awards

will be added to the Total Settlemen.t Amount described in paragraph 4.1.

4.6 TIle Class Settlement Account will constitute a qualified settlement fund pwsuant

to Internal Revenue Code Section 1.468B-1. Upon the opening of this account, sanofi-aventis

shall execute an election statement provided by the Claims Administrator which shall be affixed

to the initial tax return of the Qualified Settlement Fund in order to establish the start date of the

Qualified Settlement Fund. The Qualified Settlement Fund will be created, managed and

disbursed by the Claims Administrator under the supervision of Class Counsel and Counsel for

12

sanofi-aventis. The Claims Administrator shall be the only entity authorized to make

withdrawals or Rayments from the Qualified Settlement Fund Account. Sanofi-aventis will have

no responsibilities or liabilities with respect to the administration of the Settlement Fund

Account, including any distribution therefi'om and the repoliing for such distribution.

4.7 Upon wiring the Class Monetary Awards Settlement Fund amount, subjcct to the

requirements of Paragraph 4.2. 4.3",4.10, 5.1, 5.6 and Section IV.D, sanofi-aventis will have no

further.monetary obligation pursuant to this Settlement and sanofi-aventis shall have no further

responsibility or obligation to make any additional payments pursuant to this Settlement

including with respect to atlollleys' fees and costs.

4.8 The Claims Administrator shall have the obligation to retulll the entire Qualified

Settlement Fund (including all income and/or interest generated.by the Qualified Settlement

Fund) to sanofi-aventis within five (5) business days in the event of revocation of this

Settlement, or in the event that this Settlement Agreement is modified or reversed on appeal or is

otherwise rendered null and void for any reason.

4.9 The Claims Administrator shall dishibute the Class Monetary Awards Settlement

Fund (including interest generated by the Qualified Settlement Fund) pursuant to the provisions

described below, and on the time schedule desclibed herein and pursuant to the orders of the

Court.
c.

The Pay Equity Settlenlent Fund.

4.10 Sanofi-aventis shall reserve a total gross amount of Two Million Forty Seven

Thousand Dollars ($2,047,000.00) (Pay Equity Settlement Fund) to be allocated within a

reasonable period of time, but no later than December 31, 20 I0, as base pay adjustments

pursuant to the Pay Equity Analysis described in Section VI.F.

13

4.11 To the extent recommended by the Labor Economist/Statistician conducting the

Pay E.guity Analysis as described in Section VI.F, sanofi-aventis shall utilize the full Pay Equity

Settlement Fund to make upward base pay adjustments for Proposed Class Members who are

current sales force employees at sanofi-aventis on the allocation date.

D. Administrative Expenses.

4.12 Sanofi-aventis shall pay administrative expenses of this.Settlement Agreement, up

to a maximum of $150,000, including fees and costs of the Claims Administrator and the costs of

the Notice. Any additional administrative expenses shall be paid trom the Class Monetary

Awards Settlement Fund, including any expenses necessary to administer the Claim FOIm

Discrimination Survey Component of this settlement set forth in Paragraph 5.1 (ii).

V. ALLOCATION AND DISTRIBUTION OF INDIVIDUAL MONETARY AWARDS

A. Allocation Formula.

5.1 Proposed Class Members will be eligible to receive individual monctary awards

!

r

based upon a fOlmula (the "Allocation Formula") which will have two componcnts: (1) II Base

I

I

Pay Disparity Regression Component developed by Lead Class Counsel's expelis, and (2) a

.j

Claim Form Discrimination Survey Component for Proposed Class Members who submit a

timely and complete Claiin Form as set forth in Paragraph 5.1 (ii). Sixty percent of the total

$8,188,000.00 ($4,912,800.00), less applicable costs as set forth below, will be allocated to the

Base Pay Regression Component, and forty percent of the total $8,188,000.00 ($3,275,200.00),

less applicable costs as set forth below, will be allocated to the Claim FOIm Discrimination

Survey Component.

(i) Base Pay Disparity Regression Component. All Proposed Class

Members, including Named Plaintiffs, will receive a monetary award based on 'a proportionate

14

share of the Base Pay Disparity Regression Component using the results of a regression analysis

conducted by Lead Class Counsel's expert to detennine the proportionate share. The regression

analyses shall include at least the following variables: a) gender; b) Ihe length oflenure a(sanofi-

aventis; c) job grade; d) job level; e) business unit and subsection; f) experience, g) education,

and h) full time v. part time status (including leave status). Regardless ofthe regression results,

no Proposed Class Member shall receive less than two hundred doHars ($200.00). No later than

thirty (30) days after the Effective Date, the Claims Administrator will pay the pOtiion of the
I
Class Monetary Awards Settlement Fund allocated for individual Proposed Class Member

monetary awards through the Base Pay Disparity Regression Component. Prior to that date, the

I

Claims Administrator will provide reasonable notice to sanofi-avcntis ofsanofi-aventis' required

share of taxes or contributions for each payment sufficient to prepare a wire transfer.

(ii) Claim Form Discrimination 'Survey Component. In addition to the

Base Pay Disparity Regression Component, Proposed Class Members are eligible to receive a

monetary award from the Claim Form Disclimination Survey Component of the Allocation

Fom1Ula. Each Proposed Class Member who seeks to receive such award must complete the

Claim Form and supply information related to her claims. Thereafter, an Independent Claim

Expert who is jointly selected by the parties shall review the Claim FOlms and any evidence

submitted in connection with the Claim Fonns and allocate a certain number of points to

Claimants through application of the following point allocation plan:

a) Claimants will be eligible to receive 15 points if she indicates that she believes

that she was discriminated against with respect to her sex when she applied for a

. promotion. To receive the full points however, an individual will have to provide

infonnation or documentation supporting a claim for promotion discrimination;

15

b) Claimants will be eligible to receive 10 points if she indicates that she believes that she was discriminated against with respect to her sex in terms of compensation. To receive-the full points however, an individual will have to provide information or documentation supporting a claim for compensation disclimination; c) Claimants will be eligible to receive 20 points ifshe indicates that she was su.bject to sexu,al harassment at sanofi·aventis. To receive the full points however, an individual will have to provide infOlmation or documentation supporting a olaim for sexual harassment; d) Claimants will be eligible to receive 20 points if she claims that she was subject to retaliation by sal}ofi·aventis after she made a complaint of sex discrimination. T-o receive the full points however, an individual will havc to provide infonnation or documentation supporting a claim for retaliation; e) Claimant will be eligible to reccive up to 85 points if she claims that she was treated by a medical provider (e.g. , doctor, psychologist, psychiatrist, counselor, etc.) conceming the emotional distress that she experienced as a result of sexually discriminatory events that allegedly took place at sanofi·aventis. To receive the full points however, an individual will have to provide documentation supporting a claim for ,emotional harm caused by alleged discrimination. Following the finalization of the award of points to Claimants, the Independent Claim Expert shall total the points applicable to all eligible Proposed Class Members, total the number of Claims Forms received, and determine each eligible Proposed Class Member's proportionate share of the total points and, allocate each eligible Proposed Class Member's share of the Claim Form Discrimination Survey Component based'on her individual point total. No Proposed Class
16

Member may receive an award under the Claim Form Discrimination Survey Component ofthe Agreement that is higher than the limitation on compensatory and punitive damages provided for by 42 U.S.C. § 1981a(b)(3)(D). Unless the Independent Claims Expert Q~;ltJ~roposed Class Member reqnests assistance from Class Counselor Counsel for sanofi-aventis, Class Counsel or Counsel for sanofi-aventis shall not have access to any Claimant's Claim FOIm, or any evidence submitted in connection with the Claim Form. Upon completion ofhis/her work, the Independent Claims Expert shall provide Lead Counsel and Counsel for sanofi-aventis a list of the individual point allocations, the costs associated with hislher work and the final proposed individual award amounts. This list shall be treated as Attorneys Eyes Only, however, it may be distributed to individuals within sanofi-aventis' accounting and/or financial delJartments if counsel for sanofi-aventis determines that it is necessary for sanofi-aventis to obtain this information for legal, financial, or accounting pUrPoses. In addition, any Proposed Class Member that receives a payment under the Claim Form DiscIimination Component of the Agreement agrees to be bound by a confidentiality provision separate and apart from any other confidentiality provision in this agreement. Specifically, she shall agree and promise that she has not communicated or disclosed, and will not hereafter communicate or disclose in the future, the sum of any payment made to her under this Agreement to any persons other than members of her immediate family, her present attorneys, accountants andlor tax or financial consultants, state and federal tax authorities or other persons as may be required by law provided, however, that any such person or entity to whom disclosure is made shall be instructed in advance by each Claimant that the information is strictly confidential pursuant to this Agreement. For all other pUrPoses, Claimant shall indicate OI~ly thill her lawsuit has been "resolved."
17

If the parties cannot agree on the Independent Claim Expert, then within five (5) days of such impasse, each party will submit one proposed name to Eric Green, who will then have final authority to select which Independent Claim Expert to use from the two names suggested by the parties or Eric Green may select a third-part Independent Claim Expert not suggested by the parties.
5.2 It is the intention of the Parties to completely distribute the funds in thc Base Pay Disparity Regression Component and the Claim Form Discrimination Survey Component of the Class Monetary Awards Settlement Fund. In the event, however, the $8,188,000.00, less applicable costs set fOl1h herein, is not completely distributed for any reason, any remaining funds shall revert back to be distributed to Proposed Class Members through the Pay Equity Analysis and Salary Adjustments descdbed in Section IV.C and VI.F.
B. Independent Claim Expcl·t's Authodty to Determine Monetary Awards for Claim Form Discrimination Survey Component.
5.3 Within three (3) months after the date specified for rcccipt of all Claim Forms in the Preliminary Approval Order, the Independent Claim Expert shall render a determination as to the monetary awards, if any, that should be paid to each eligible Proposed Class Member frllrn the Claim Form Discrimination Survey Component provided the Proposed Class Member submitted a complete and timely Claim Form, and pl'Ovide such monetary awards infOlwation to the Claims Administrator. The three-month period can be extended for up to two additional months if agreed by the parties. All costs associated with the work of the Independent Claim Expe11 including reviewing all submissions, allocating points and determining final awards shall be deducted from the amount allocated for the Claim Fonn Discrimination Survey Component prior to the final awards being determined.
18

5.4 . The Claims Administrator shall send the eligible Proposed Class Members their award payments fi-om the Claim Form Discrimination Survey Component no later than thirty .(30) days after the Independent Claim Expert submits the monetary awards information to the Claims Administrator.
5.5 The Claims Administrator shall maintain the distribution plan and allocation list for a period of three years.
e. Allocation of Monetllry Awards.
5.6 Monetary awards payable to Proposed Class Members and Class Representatives from the Base Pay Disparity Regression Component will be allocatcd in settlement of their claims for back payor lost wages subject to all applicable tax withholdings, and amounts from the Claim Fonn Survey Component and/or Service Payments shall not be treated as lost wages and therefore will be subject to an IRS 1099.
5.7 Except for base pay adjustments made pursuant to the Pay Equity Analysis of this Agreement, payments made under this Agreement are not intended to and will not: (1) form the basis for additional contributions to, benefits under, or any other monetary entitlement under; or (2) be considered to apply to, or be applied for purposes of, Defendant's bonus, executive compensation, pension, any 401(k) and/or other retirement plans or similar programs. Except for base pay adjustments made pursuant to the Pay Equity Analysis of this Agreement, Defendant retains the right, if necessary, to modify the language of its benefit plans and pension, bonus and other programs, if necessary, to make clear that any amountspaid pursuant to this Agreement are not for hours worked, hours paid or any similar measuring te1m as defin cd by any plans and programs for purposes of eligibility, vesting, bene.fit accrual or any other purpose.
19

D. Settlement Checks and Release. 5.8 The fac'e of each check sent to Proposed Settlement Class Members shall clearly state that the check must be cashed within one year. All payments distributed by the Claims Administrator must be accompanied by a cover letter stating words in bold to the effect that "the check must be cashed within one year or it will become void." The back of each check will contain a legend stating: "By negotiating this check and accepting payment I agree that I have waived and released the Released Parties from all Released Claims as defined in the Settlement Agreement and in the Notice in this matter, 111is Release will become effective on the Effective Date. VI. PROGRAMMATIC RELIEF A. Commitment to Equal Employment Opportunities for Women. 6.1 Sanofi-aventis will enforce the following non-discrimination, anti-harassment, and anti-retaliation policies to ensure sanofi-aventis' female employees enjoy equal terms and conditions of employment comparable to their male counterparts.
(i) sanofi-aventis will prohibit discrimination on the basis of gender in base salary and other compensation. (ii) sanofi-aventis will prohibit discrimination on the basis of gender in promotions and other advancement opportunities. (iii) sanofi-aventis will prohibit disclimination on the basis of gender in management development training programs and other development opportunities.
20

(iv) sanofi-aventis will prohibit discrimination on the basis of marital status, familial status, or caregiving responsibilities. (v) sanofi-aventis will prohibit harassment Dn the basis of gender. (vi) sanofi-aventis will prohibit retaliation against any female employee for (I) reporting gender discrimination or harassment; (2) testifying, fumishing information or participating in any investigation, proceeding, or hearing, whether in connection with this lawsuit or any other complaint of gender discrimination or harassment at sanofi-aventis that may be asserted in the future; (3) filing a lawsuit or complaint alleging gender discrimination or harassment; (4) refusing to participate in gender discrimination, or (5) participating in this Civil Action or this Settlement. B. Communication of Commitment io Equal Employment Oppol'tunities fol' Women. 6.2 Within one year of the Final Approval Date, sanofi-aventis shall provide to all employees a written or electronic communication of sanofi-aventis' commitment to equal employment opportunities, together with a hard or electronic copy of its non-discrimination, antiharassment and anti-retaliation policies. The communication shall be issued by sanofi-aventis' CEO. 6.3 Sanofi-aventis shall distribute its non-discrimination, anti-harassment and antiretaliation policies to all employees upon hire, promotion to a management position, and annually, either electronically or in hard copy. Employees shall be required to submit an
acknowledgment of receipt, either electronically or in hard copy. Sanofi-aventis will also
provide its non-discrimination, anti-harassment and anti-retaliation policies to new managers during manal$ement training.
21

6.4 Sanofi-aventis shall require all management-level employees at the District Sales

Manager level or above to attend mandatory trainings on its non"discrimination, anti-harassment

and anti-retaliation policies upon hire and promotion to management. All management-level

employees at the level of District Sales Manager and above shall attend such numdatory traillings

annually.

C. Complaint Process, Training and Monitoring.

6.5 Sanofi-aventis' complaint process sh;j,,",-,pe communicated in writing or electronic communication to all employees upon hirc and annually ther~.after. New hires shall be requireo

to submit an acknowledgment of receipt of this communication.

6.6 The Human Resources staff that is in charge of conducting investigations of

alleged violations of its Equal Employment OPPOltunities Policy will retain a repository of

documents related to all investigations that it conducts regarding complaints of alleged violations

. of its Equal Employment OpPOItunities Policy for the term of the Settlemenl Agreement.

I

6.7 Sanofi-aventis will provide its Human Resources staff with approptiate training

,I,

I

regarding compliance with state, federal , and local EEO laws; sanofi-aventis' anti-discrimination

!

and harassment policies and this Settlement Agreement.

I
i

6.8 Sanofi-aventis will provide its Human Resources staff responsible for conducting

I

!

investigations of alleged violations of its Equal Employment Opportunities Policy with

I

I

appropriate training regarding best practices for complaint investigation and resolution.

6.9 No later than six months after the Final Approval Date, sanofi-avcntis \vill retain a

,

consultant at its own expense with the approval of Lead Counsel (who shall firs! review the

qualifications of this individual, and who agrees that so long as the individual retained by sano11-

aventis is reasonably qualified, it will not unreasonably withhold or del-ay consent)' to rev.iew i.ts

22

complaint and investillation procedures and to make recommendations regarding enhancemcnts

of those procedures. Sanofi-aventis will c-onsider any recommendations andwil1 make good

faith enhancements to its procedures consistent with the recoQ1nieiloations.

._.

.......... .-

D. ManagemcntiMolJllity.
6.10 All available district manager positions WIll be post~ on sanofi-aventis; lritemal
Career Center for a minimum of five days, except in the case of rotational programs,

developmental programs, and/or exigent business circumst!lllces. Minimum requirements tor

qualification for a management position will be available on the Internal Carecr Centcr.

6.11 Sanofi-aventis shall provide all management-level employees with diversity

training no less than every year. The fOlTI\at of such training may vary from jurisdiction to

jurisdiction depending on the relevant!egal requirements. However, all

managers shall, at a minimum, be required tocomplcte an interactive, customized, e-learning

training program. The positions to be trained are: District Sales Managers, Regional Sales

Directors, Area Vice-Presidents, and Vice-Presidents.

6.12 The Industrial Psychologist retained pursuant to paragraph 6.9 above shall also

evaluate the feasibility of pennitting applicants for management positions to apply anonymously

when a position is posted on sanofi-aventis' Internal Career Center and shall make

recommendations regarding such anonymous application procedures. Sanofi-avcntis will

considcr any recommendations and will makc good faith enhancements to its procedures

consistent with the recommendations.

E. Development Opportunities.

6.13 Sanofi-aventis shall continue to support its WISE organization, which currently

offers mcntoring and training development programs to female employees.

23

F. Pay Equity Review and Salary Adjustments.

6.14 Sanofi-aventis shall set aside $2,047,000.00 pursuant to Paragraph 4.10, to

conduct a Ptly EquityAnalysis of existing base pay compensation for all current sales force

employees based' on their status as ofJune 16, 2009 and, based on the resuits ofthe analysis, the

Labor Economist/Statistician shall re.commend appropriate award base pay adjustments for

current female sales force employees, with the exception of management level employees who

hold titles other than District Sales Manager.

6.15 Sanofi~aventis agrees to retain a Labor Economist/Statistician with the approval

of Lead Counsel (who shall first review the qualifications of this individual, and who agrees that

so long as the individual retained by sanofi-aventis is reasonably q"t)alified, it will not

unreasonably withhold or delay consent) to conduct a pay equity analysis of existing

compensation and recommend any pay adjustments for current female sales force employees.

I

Lead Class Counsel shall have an opportunity to meet with the Labor Economist/Statistician and

I

review and discuss hislher proposed methodology for the Pay Equity Analysis prior to the Labor

.Economist/Statistician's beginning the analysis. Lead Class Counsel shall also have the

I

opportunity to make recommendations to the Labor Economist/Statistician about the

, 1

methodology.for the Pay Equity Analysis. sanofi-aventis agrees not to interfere with the Labor

Economist/Statistician's consideration cifthese recommendations.

6.16 Consistent with the pdnciples and purposes of this Agreement, sanofi-aventis will

implement the recommendations ofthe Labor Economist/Statistician regarding base pay

adjustments and shall use the full amount ofthe Pay Equity Settlement Fund for upward pay

adjustments.

24

G. Expert Access to Information.

6.17 Sanofi-aventis agrees that, subject to an appropriate confidentiality agreement,

sanofi-aventis will provide the selected Labor Economist/Statistician with access to all records,

documents, compensation data (including W-2 data) and othersources of information for aJI

sales force employees during the Class Period, including 'a copy of compensation policies and

job descriptions, necessary 01' appropriate to fulfill hislher responsibilities descdbed in this

Agreement.

H. 'Internal Compliance Panel.

6.18 Within thirty (30) days of the Final Approval Date, sanofi-aventis shall establi~h

an Intemal Compliance Panel to ensure compliance with this Agreement. The lntemal

I

Compliance Panel shall be comprised of a representative fi'om sanofi-aventis' Human Resources

'1

I
Department, Legal Department, and Compliance Department at a Senior Director band level or

higher. The Intemal Compliance Panel shall meet semi-annually, or more frequently if

I

necessary, to review progress on the status of implementing this Agreement and shall provide an

annual progress report to Lead Class Counsel on compliance with this Agreement. The Tntemal

I

Compliance Panel shall be charged with responsibility for ensuring that sanofi-aventis complies

with the terms of this Agreement.

I. Compliance.

6.19 If Lead Class Counsel believes sanofi-aventis has not complied with the terms of

this Agreement, then Lead Counsel and sanofi-aventis shan meet and confer regarding I:ead

Class Counsel's issues with sanofi-aventis' compliance. If the Parties are unable to resolve the

issues through the meet and confer, Lead Class Counsel shall have the right to contact Eric

25

Green of Resolutions LLC to seek a resolution of the ,compliance issue. The mediator shall meet with sanofi-aventis and Lead Class Counsel to resolve the dispute. Both Parties will split the cost of the mediator on an egual basis. If Mr. Green determines that either party had a good faith basis for initiating this process, he may, at his discretion, app0l1ion a different allocation of costs associated wit~ the use of his services,
VII. ATTORNEYS' FEES, LITIGATION COSTS, CLAIMS ADMINISTRATION COSTS, AND SERVICE PAYMENTS
7.1 . As set forth above, subject to Court approval, the Claims Administrator will pay, from the Settlement Fund: (I) each of the five Class Representatives (Karen Bellifemine, A1l}Y Zeoli, Jennifer Storm, Nancy Beaney and Michell<~ Popa), a Court-approved Service Award of up to the maximum gross amount of seventy five thousand dollars ($75,000), provided they do not opt-out of the settlement; and (2) pay Court-approved Service Awards of up to the maximum gross amount of twenty-five thousand dollars ($25,000.00) to Amy Johnson, fifty thousand dollars ($50,000.00) to Lucy Velez, sixty thousand dollars ($60,000.00) to Beth Green, and twenty-five thousand dollars ($25,000.00) to Patrice Sutherland, for their services on behalf of the class, as de/acto class representatives provided that they donol.ppt,out of the settlement. The Service Awards will be as determined and approved by the Com1. The Claims Administrator will pay the aforementioned Service Payments within thirty (30) days after the Effective Date.
7.2 Pursuant to Fed. R. Civ. P. 23(h), Class Counsel shall make a motion for reasonable attorneys' fees and. costs incurred by Class Counsel, including the fees and costs in connection with seeking Court approval of the Settlement, the claims process and monitoring the Settlement Agreement pursuant to the amount des~l'ibed in Par!lgraph 4.1 (iv). Within thirty (30)
26

days after the Effective Date, the Claims Administ~ator will pay from the Class Monetary Awards Settlenient Fund ilOyClass Counsel attorneys' fees up to a maximum of$4,590,000.00, plus reasonable and verified costs, Qr such lesser amount ordered by the Court. Prior to the payment of attorneys' fees and costs, Class Counsel will provide the Claims Administr~!9.r with Tax Payer Identification Numbers for Class Counsel and executed Form W -9s. Form 1099s shall be provided to Class Counsel for the payments made to Class Counsel. Class Counsel agrees that any allocation of fees between or among Class Counsel shall bc the sole responsibility of Class Counsel.
7.3 At least five (5) business days prior to the Settlement Hearing, the Claims Administrator shall provide the Court and Counsel for the Parties with a statement detailing ils costs of administration. The Parties and the Claims Administrator agree to cooperate in the settlement administration process and to make all reasonable efforts to control and minimize the costs and expenses incurred in the administration ofthe setllement. VIII. NOTICE, CLAIMS PROCESS, OBJECTIONS, EXCLUSIONS AND
SETTLEMENT HEARING A. Claims Administrator's Duties. 8.1 The Claims Administrator shall (1) mail the Notice of Class Action Settlement (the "Notice") and Claim Fonns to Proposed Class Members; (2) ree<;:ive Claim Forms and forward them to the Independent Claim Expel1 to evaluate claims and detennine awards; (3) seek additional information from Claimants or Lead Class Counsel, when appropriate; (4) respond to questions from Proposed Class Members; (5) receive awards infonnation from the Independent Claim Expert and distribute awards to Proposed Class Members; (6) maintain a toll-free number for communicating with Proposed Class Members; (7) mail checks to Proposed Class Members
27

and Class Counsel; and (8) any other duties necessary to carry out its responsibilities described in this Agreem~nt.
13. Notice I!J.!d Claim Forms. . _ .r- -.
.8:2 . <Within twenty (20) business days of the Preliminary Approval Date, Deferidmit shall provide to the Claims Administrator a list of all Proposed Class Members, including name, employee JD, job title, last known address and telephone number. Defendant will provide this information in a··format reasonably acceptable to the Claims Administrator. The Clai.ms Administrator will maintain this list in the strictest confidence and shall not disclose it to anyone except Class Counsel, who may use it only for purposes of administering this Settlement.
8.3 No later than twenty (20) business days after the date that Defendant provides {he list of all Proposed Class Members described in Paragraph 8.2, the Claims Administrator shall mail the Notice in substantively the form attached hereto as Exhibit A, and as approved by the Court, to Proposed Class Members, by United States first class mail, postage prepaid. The Parties intend to provide actual notice to each Proposed Class Member, to the extent practicable. The Claims Administrator shall mail a Claim Formto each Proposed Class Member at the same time the Notice is sent.
8.4 . In order to provide the best notice practicable, the Claims Administrator will do the following before mailing the Notice and Claim Form: (I) nm the list of all Proposed Class Members through the United States Postal Service's National Change of Address .database ("NCOA"); and (2) perform address searches using public and proprietary electronic resources which collect their data from various sources such as utility records, property (ax records, ll1otor vehicle registration records.(where allowed) and credit bureaus.
28

8.5 If envelopes from the mailing of the Notice and Claim Form are returned with
.
forwarding addresses, the Claims Administrator will fe-mail the Notice and Claim Form to the new address within three (3) business days.
8.6 Class Coun~el shall provide the Court, at least five (5) calendar days prior to tho Settlement Hearing, a declaration by the Claims Administrator of due diligence and proof of mailing with regard to the mailing of the Notice of Class Action Settlement and Claim Form to Proposed Class Members.
8.7 In the event that a Notice of Class Action Settlement and Claim Ponn are rel11111ed to the Claims Administrator by the United States Postal Service because the address ofthe recipient is no longer valid, i.e., the envelope is marked "Return to Sender," the Claims Administrator shall perform a standard skip trace in an effort to attempt to ascertain the curren! address ofthe particular Proposed Class Member in question and, if such an address is . ascertained, the Claims Administrator will re-send the Notice and Claim Form within three (3) business days of receiving the newly ascertained address; if no updated address is obtained for that Proposed Class Member, the Notice of Class Action Settlement and Claim Form shall be sent again to the Proposed Class Member's last known address. fn either event, the Notice of Class Action Settlement and Claim Form shall be deemed received once it is mailed for the second time unless the Proposed Class Member can demonstrate good reason why she.did not receive it.
8.8 With respect to envelopes marked "Return to Sender," the Claims Administrator may also call any identified last-known telephone numbers (and telephone numbers updated thr~lUgh public and proprietary databases) of Proposed Class Members to obtain their cumint addresses.
29

8.9 The Claims Administrator shall provide to ·~ounsel for sanofi-aventis and Class Counsel, at least ten (10) business days prior to the Settlement Hearing, a list of Proposed Class Members to who notices were returned as undeliverable and for whom efforts to obtain an alternative address failed.
C. Submission of Claim Forms. 8.10 Proposed Class Members who seek recovery ofa monetary award from the Claim Form Discrimination Survey Component of the Class Monetary Awards Settlement Fund must complete a Claim Form and file the completed fonn with the Claims Administrator by the claim filing deadline described in the Preliminary Approval Order. The Claim Form must be postmarked on or before such date in the Order to be considered timely. All Claim Fonns must ' be signed under penalty of perjury to be considered. Failure to file a timely Claim Form, for any rcason whatsoever, shall bar the Proposed Class Mcmber from receiving a monetary award from the Claim Form Discrimination Survey Component. 8.11 Proposed Class Members who file a Claim Form must notify the Claims Administrator of any change of address. A failure to notify the Claims Administrator of a change of address may result in the forfeiture of a nl0netary award. The Claims Administrator shall be available through the toll- free line to respond to requests from Proposed Class Members for assistance in completing and filing Claim Fonns. Lead Class Counsel shall also be available to consult with and provide assistance to Proposed Class Members who request assistance in completing their Claim Forms. D. Determining Eligibility. 8.12 The Claims Administrator shall make the detennination as to whether a Claim Fonn is complete. If it is not complete, the Claims Administrator shall request additional
30

infOlmation from the claimant, if it appears that such additional infolmation would complete the Claim Fonn. SUcll requests for infonnation may be in writing or by telephone but the Claims Administrator shall document all requests for additional information in writing for the file, including by specifying the infonnation that was requested and the date of the request. Claimants shall have twenty (20) days to respond to any requests for additional information. Any additional infonnation provided shall be considered part of the original Claim Form and will relate back to the original filing date. All issues resolving any late-filed claims or late-filed responses to a request for additional infOlmation shall be resolved by the Court at the Final Fairness Hearing. .
8.13 No later than five (5) business days after detennining a Claim FOlm is complete, the Claims Administrator shall forward the Claim Form and any supporting evidence submitted with the Claim Form to the Independent Claim Expert.
E. Objections. 8.14 Proposed Class Member objections to this Settlement Agreement must be submitted in writing, and must include a detailed description of the basis ofthe objection. 8.15 Objections must be filed with the Court, with copies served on the Claims Administrator, Lead Class Counsel and Counsel for sanofi-aventis, within thirty-five (35) days after the Notice is mailed by the Claims Administrator. The postmark date of the objection shall be the exclusive means for detennining that an objection is timcly. Proposed Class Members who fail to make objections in the manner specified above shall bc deemed to have waived any objections and shall be foreclosed from making any objection (whether by appeal or otherwise) to the Settlement Agreement.
31

8.16 No one may appear at the Settlement Hearing for the purpose of objecting to the Settlement Agreement without first having filed and served her objection(s) in writing within thilty-five (35) days after the Notice was mailed to Proposed Class Members. Any lawyer representing a Proposed Class Member for the purpose of making objections must also file a Notice of Appearance with the Court by the objection deadline ano must also serve coplc~by mail to Counsel for the Parties.
F. Exclusions. 8.17 Proposed Class Members may exclude themselves, or opt-out, of the Settlement. Any Proposed Class Member who wants to opt-out of the Settlement Class may file a timely request for exclusion pursuant to the provisions described in the Notice of Class Action Settlement. Such written request for exclusion must contain the name, address and telephone number of the person requesting exclusion. The opt-out must be personally signed by the Proposed Class Member who seeks to opt-out. No opt-out request may be made on behalf of a group of Proposed Class Members. The request for exclusion must contain the statements described in the Notice of Class Action Settlement, ano must be sent by mail or courier to the Claims Ad~linistrator so that it is actually postmarked (or received, ifby courier) within fOltyfive (45) days after Notice was mailed by the Claims Administrator. The postmark date of the mailing envelope shall be the exclusive means used to detennine whether a request for exclusion (opt-out) has been timely submitted. Any person who timely submits such a request for exclusion shall be barred from participation in the Settlement, and shall receive no benefit fi'om the Settlement. The Claims Administrator shall provide Lead Class Counsel and Counsel for sanofi-aventis with a copy of all opt-out statements on a weekly basis.
32

8.18 Lead Class Counsel shall file with the Court all timely opt-out statements. The Settlement Class will not include those individuals who file and serve a timely opt-out statement, and individuals who opt-out are not entitled to any monetary award under this Settlement Agreement.
G. Settlement Hearing. 8.19 Upon Preliminary Approval, a briefing schedule and Settlement Hearing date will be set at the Court's convenience in the Preliminary A\lproval Order.
IX. RE,.LEASES
9.1 Upon the negotiation of a settlement check or upon the Effective Date whether or not a settlementcheck has been negotiated, whichever is earlier, each member of ihe Settlement Class shall be deemed to, and shall have, released and discharged all Released Parties with respect to all Released Claims subject to Section V.D.
9.2 Every Proposed Class Member, as defined abovc, shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and thcy hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them.
9.3 The Parties and .Proposed Class Members acknowledge that the covenants and promises made by sanofi-aventis herein constitute adcquate consideration in exchange for the Released Claims as defined in Paragraph 3.23 above.
9.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Class Members or the Class Representati ves based on or arising out of events occurring after the date ofthe Final Approval by the Court ofthe Settlement Agreement.
33

I. SANOJ!'I-AVENTIS'S RIGHT TO WITHDRAW OR MODIFY THE AGREEMENT 10.1 Ifa total of25 or more Proposed Class Members submit timely and complete
requests for exclusion, sanofi-aventis shall have the absolute right, in its sole discretion and notwithstanding any other provisions of this Agreement, but subject to all the;provisions and time limits oftlUs Section, to withdraw in writing from this Agreement, Or to modify this Agreement through further negotiations with Lead Class Counsel. If sanofi-avenlis dO.es withdraw in conformity with the provisions and time limits of this Section, the Agreement wlli' be null and void for all purposes and may not be uscd or introduced in further litigation cxcepl'to determine whether sanofi-avcntis is entitled to withdraw from the Agreement and has validly done so.
10.2 If any of the Class Representatives submits a timely and complete request for exclusion, sanofi-aventis shall have the absolute right, in its sole discretion and notwithstanding any other provisions of this Agreement, bui subject to all the provisions and time limits of.this section, to withdraw in writing from this Agreement, or to modify this Agreement through further negotiations with Class Counsel. If sanofi-aventis does withdraw in conformity with the provisions and time limits of this section, the Agreement will be null and void for all purposes and may not be used or introduced in further litigation except to determine whether sanofiaventis is entitled to withdraw from the Agreement and has validly done so. Sanofi-aventis shall have thirty (30) calendar days after the expiration of all Proposed Class Members' deadlines in paragraph 10.1 above to withdraw from (or modify through negotiation) this Agreement on the basis that a Class Representative has submitted a timely and complete requeq! for exclusion.
10.3 11le Claims Administrator shall each calendar week notify Cm\Ose! for sanofiavcntis and Lead Class Counsel by fax or email of the number of individuals who have to that
34

date submitted timely and complete requests for exclusion and whether any of them are Class Representatives, and at the same time shall send to said Counsel by fax, email or by overnight delivery copies of all the timely and complcte requests for exclusion which Class Counsel has received. Sanofi-aventis shall have thirty (30) days after theyxpiration of all Proposed Class Members'deadlines in Paragraph 10.1 above to withdraw from (or modify through negotiation) this Agreement on the basis that a total of25 Proposed Class Members have submitted timely llnd .complcte requests for exclusion. XI. DUTIES OF THE PARTIES PRIOR TO COURT APPROVAL
11.1 Promptly upon execution of this Agreement, but by no later than fOlty-five (45) days thereafter, Class Counsel shall apply to the Court for the entry of an order (the "Preliminary Approval Order"):
(i) Scheduling a Settlement Hearing as soon as practicable on the question of whether the proposed settlement should be finally approved as fair, reasonable and adequate as to the members of the class;
(ii) Approving as to form and content the proposed Notice of Class Action Settlement;
(iii) Approving as to form and content the proposed Claim Form; (iv) Directing the mailing of the Notice and Claim Form by first class mail to the Proposed Class Members; (v) Preliminarily approving the Agreement, as well as the payment of attorneys' fees, costs, and Service Payments described in this Agreement; and (vi) Certifying the Settlement Class.
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11.2 In moving for the entry of the Preliminary Approval Order, Class Counsel wiII submit to the Court for its approval this Settlement Agreement and attachments, and supporting papers, which shall described the terms of this settlement and will include proposed forms of all notices and other documents as attached hereto necessary to implement the Settlement Agreement.
11.3 Within ten (10) business days following the filing of this Agreement with the Court, sanofi-aventis shall Sj:rvl<.llpOll the appropriate State Official in which any Proposed Class Member resides, as determined by sanofi-aventis' records, a notice of the proposed Settlement in compliance with the requirements of CAFA, 28 U.S.C. §1715. A sample of the CAFA Notice is attached hereto as Exhibit-B.
11.4 In computing any period of time prescribed or allowed by this settlement Agreement, unless otherwise stated, such computation or calculation shall be made consistent with Federal Rule of Civil Procedure 6(a). XII. DUTIES OF THE PARTIES FOLLOWING FINAL COURT APPROVAL
12.1 In connection with the Final Approval by the Court of the Agre.ement, Class Counsel and Counsel for Defendant will submit a proposed final order and judgment:
(i) Granting final approval to the Agreement, adjudging the terms thereof to be fair, reasonable and adequate, and directing consummation of its terms and provisions;
(ii) Dismissing the Civil Action with prejudice and permanently barring all members ofthe Settlement Class including the Class Representatives from prosecuting against any Released Parties any of the Released Claims; and
(iii) All materials containing Confidential Information or Highly Confidential Information pursuant to the Confidentiality Agreement entered in the Civil Action shall- be
36

returned to the producing pmty or destroyed by the party to whom those materials were produced

within one-hundred eighty (180) days after the Effective bate, with the exception that the Parties

may retain copies of their work product; copies of all filed documents (whether or not filed under

seal or submitted to the court without being officially filed); and materials necessary to oversee

compliance with this Agreement, except that all documents and materials designated Highly

Confidential shall be returned to sanofi-aventis or sanofi-aventis' Counsel, who shall retain and

maintain that information in the form in which it is returned during the term ofthis'Settlement

Agreement.

XIII. PARTIES' AUTHORITY ,0 13.1 The signatories hereby represent that they are fully authorized to enter into this

Agreement and to bind the Parties and the Proposed Settlement Class Members to the terms and

conditions hereof.

13.2 All of the Parties acknowledge that through this Settlement Agreement and its

attachments, they and the Proposed Settlement Class Members are being advised that they may

consult an attorney regarding their participation in this Agreement, and the Parties acknowledge

that they in fact have been represented by competent, experienced Counsel throughout all

negotiations which preceded the execution of this Agreement, and this Agreement is made with

the

consent

and

advice

of

Counsel
.

who

have

jointly

prepared

this

.Agreement.

13.3 All of the Parties and Proposed Settlement Class Members acknowledge that they

are participating voluntarily and knowingly in exchange for the consideration described herein.

The Parties and Proposed Settlement Class Members further acknowledge that they were

provided with a reasonable period of time within which to consider this Agreement.

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XIV. NOTICES 14.1 Unless otherwise specifically provided herein, all notices, demands or other
communications given hereunder shal1 be in writing and shall be deemed to have been duly given as of the third business day after mailing by United States registered or eeliified mail, return receipt requested, addressed as follows:
To the Class Representatives or to any Proposed Settlement Class Member: SANFORD WITTELS & HEISLER, LLP Steven L. Witlels, Esq. 1350 Avenue of the Americas, Suite 3100 New Yor)c, NY 10019

To the Defendant:

MORGAN, LEWIS & BOCKIUS LLP Michael S. Burkhardt, Esq. 1701 Market Street Philadelphia, PA 19103-2921

XV. MODIFICATION 15.1 This Agreement and its attachments may not be changed, altered, or modified,
except in writing and signed by the Parties hereto, and approved by the Court.

XVI. ENTIRE AGREEMENT J6.1 This Agreement and its attac1unents constitute the entire ~greement between the
Parties and Proposed Settlement Class Members concernin!l the subject matter hereof No

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extrinsic orai or written representations or terms shall modify, vary or contradict the terms of this Agreement. In the event of any conflict between this Agreement and any other Settlementrelated document, the Parties and Proposed Settlement Class Members intend that this Agreement shall be controlling.
XVII. 'COUNTERPARTS 17.1 This Agreement may be executed in counterparts, and when each party has signed
and delivered at least one such counterprui, each counterpart shall be deemed an original, and, when taken together with other signed counterparts, shall constitute one AgreCluent, which shall be binding upon and effective as to all Parties and Proposed Settlement Class Members.
XVIII. PUBLIC COMMENT 18.1 Other than necessary disclosures made to the COUli, the content of the Parties'
settlement negotiations shall be held confidential by Counsel for sanofi-aventis, sanofi-aventis, Class Counsel and the Class Representatives. Counsel for sanofi-aventis, sanofi-aventis, Class Counsel, and the Class Representatives shall not disclose any infonnation to any third party about the content of the settlement negotiations, subject to the following exceptions: (a) Class Counsel and the Class Representatives may communicate about the content of the settlement
negotiations with pj'oposed Settlement Class Members for purposes Of implementillg,
administering and enforcing the Settlement as provide herein, and Class Counsel may respond to inquirie's they respectively receive from Proposed Settlement Class Members; (b) sanofi-aventis may communicate with those persons, including sanofi-aventis employees, necessary for the administration, implemcntation, and enforcement of the Settlement, and neccssary for any financial disclosur.es, and may infonn its employe~s of the Settlement. Class Counsel agrces to use the contact information for Proposed S.ettlement Class Members that is .pmyided to it by the
39

. .,
Claims Administrator and Counsel for sanofi-aventis solely for purposes of communicating regarding this action and implementing this Agreement and for no other purpose, at any time, or for any reason. XIX. VOIDING THE AGREEME~J.'
19.1 In the event this Agreement, or any amended version agreed upon by the Parties., does not obtain judicial approval for any reason, this Agreement shall be null and void in its entirety, unless expressly agreed in writing by all Parties. In the event this Agreement becomes null ~nd void for allY reason, sanofi-aventis, Counsel for sanofi-aventi's, the Class .Representatives, and Class Couns~ agr.ee that they shall from that date forward keep strictly confidential the terms of the Agreement, the existence of the Agreement, any infonnation conceming the Agreement, or any of the discussions aIid or negotiations regarding the Agreement.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date indicated below:
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Dated: December 24, 2009

BY::_~~~:;=:-:~_ _
Steven 1. Wittels, Esq. 1350 Avenue of the Americas, Suite 3100 New York, NY 10019 Tel. (646) 723-2947 Fax (646) 723-2948
David Sanford, Esq. 1666 Connecticut Ave., NW, Suite 310 Washington, D.C. 20009 . Tel. (202) 742-7780 Fax (202) 742-7776
LAW OFFICES OF GRANT E. MORRIS Grant Morris, Esq. 1666 Connecticut Ave., NW, Suite 310 Washington, D.C. 20009 Tel. (20)) 742-7783 Fax (202) 742-7776

Counsel for Class Representatives and Proposed Settlement Class Members

Dated: December 24, 2009

MORGAN, LEWIS & BOCKIUS U ;P

~4ael S. Burkhardt, Esq. 1701 Market Sf Philadelphia, PA 19103 Tel.: (215)-963-5130 Fax: (215)-963-5001
Counsel for Defendant sanofi-aventis U.S. LLC

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