Case 1:04-cv-09194-CM Document 56 Filed 03/13/2006 Page 1 of 113

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

AMY VELEZ, PENNI ZELINKOFF, MINEL HIDER TOBERTGA, MICHELLE WILLIAMS, JENNIFER WAXMAN-RECHT, KAREN LIGGINS, LORI HORTON, HOLLY WATERS, WENDY PINSON, ROBERTA VONLINTEL, ASHLEY NARMOUR, CATHERINE WHITE, KELLY CORBETT, SUE EARL, JAMIE HOLLAND, JOAN DURKIN, SIMONA LOPES, MARYANNE JACOBY and MARTA DEYNE,
Individually and on Behalf of Others Similarly Situated,
PLAINTIFFS,
v.
NOVARTIS CORPORATION, NOVARTIS PHARMACEUTICALS CORPORATION, and THOMAS EBELING,
DEFENDANTS.

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FOURTH AMENDED

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CLASS ACTION COMPLAINT

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04 Civ. 09194 (GEL)

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JURY TRIAL DEMANDED

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FOURTH AMENDED CLASS ACTION COMPLAINT
I. NATURE OF THIS ACTION 1. Nineteen (19) women who work or have worked for Novartis in New York and
sixteen (16) other states, as well as Washington, D.C., bring this action against Corporate Defendants Novartis Corporation and Novartis Pharmaceuticals Corporation (jointly “Novartis” or “Corporate Defendants”) and against Defendant Thomas Ebeling (“Ebeling”) (collectively “Defendants”) to redress gender discrimination in employment. Specifically, Amy Velez, Penni

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Zelinkoff, Minel Hider Tobertga, Michelle Williams, Jennifer Waxman-Recht, Karen Liggins, Lori Horton, Holly Waters, Wendy Pinson, Roberta VonLintel, Ashley Narmour, Catherine White, Kelly Corbett, Sue Earl, Jamie Holland, Joan Durkin, Simona Lopes, Maryanne Jacoby and Marta Deyne, the Class Representatives (“Class Representatives”), all of whom are present or former employees of Novartis, bring this amended class action against Novartis on behalf of themselves and all other female employees of Novartis who are similarly situated pursuant to Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000(e)-5(f), et seq., as amended (“Title VII”).
2. The Class Representatives have worked and/or continue to work for Novartis throughout the United States in sixteen (16) states: Alabama, Arkansas, California, Connecticut, Delaware, Illinois, Kansas, Maryland, Missouri, New Jersey, New York, Oregon, Pennsylvania, Tennessee, Virginia, Washington, and in Washington, D.C. Three Plaintiffs, Sue Earl, Simona Lopes and Marta Deyne, worked and/or continue to work for Novartis in New York.
3. The Class Representatives seek to represent female employees of Novartis who have been subjected to one or more aspects of the systemic gender discrimination described in this Complaint, including, but not limited to: (a) discriminatory policies, practices and/or procedures in selection, promotion and advancement; (b) disparate pay; (c) differential treatment; (d) gender hostility; (e) hostile work environment; (f) pregnancy discrimination; (g) sexual harassment; and (h) retaliation in the workplace. The systemic gender discrimination described in this Complaint has been, and is, continuing in nature.
4. The 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
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and punitive damages; and attorneys’ fees, costs and expenses to redress Novartis’ pervasive and discriminatory employment policies, practices and/or procedures. II. JURISDICTION AND VENUE
5. This Court has subject matter jurisdiction pursuant to Title VII to redress and enjoin employment practices of Novartis in violation of this 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 Defendants are subject to personal jurisdiction and reside in New York.
7. The Southern District of New York is the most logical forum in which to litigate the claims of the Class Representatives and the proposed class in this case. Novartis Corporation is headquartered in New York, New York and incorporated in the State of New York, with Registered Agents in New York. Additionally, Novartis Pharmaceuticals Corporation has both a physical presence and a Registered Agent in New York. Further, Class Representative Simona Lopes (“Lopes”) resides in New York and Lopes and other Class Representatives worked for Novartis in New York. Finally, the Class Representatives and potential class members reside in all areas of the United States in which Novartis conducts business. III. PROCEDURAL HISTORY
8. Class Representative Amy Velez timely filed a Charge of Discrimination with the New Jersey Division on Civil Rights and the Equal Employment Opportunity Commission (“EEOC”) on or about July 15, 2003. Ms. Velez received her Notice of Right to Sue on August 24, 2004, and on November 19, 2004, timely filed suit within ninety (90) days of receipt of her Notice of Right to Sue. Class Representatives Penni Zelinkoff, Karen Liggins, Lori Horton, Holly Waters and Roberta VonLintel also filed Charges with the EEOC and have each received
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Notices of Right to Sue. Class Representatives Minel Hider Tobertga, Michelle Williams, Jennifer Waxman-Recht, Wendy Pinson, Ashley Narmour, Catherine White, Kelly Corbett, Sue Earl, Jamie Holland, Joan Durkin, Simona Lopes and Marta Deyne have filed charges of gender discrimination with the EEOC and are in the process of perfecting their Notices of Right to Sue.
9. The Class Representatives are relying on their own EEO charges and/or those of other Class Representatives. IV. PARTIES
A. Plaintiffs 10. Plaintiff Amy Velez is a female citizen of the United States and a resident of Laurel in the State of Maryland. Ms. Velez was employed by Novartis from approximately January 1997 to April 2004 in Novartis’ Washington, D.C. sales district. Throughout that time, Ms. Velez worked as a sales representative, sales consultant, and senior sales consultant, a position she held until her constructive discharge from Novartis in April 2004. 11. Plaintiff Penni Zelinkoff is a female citizen of the United States and a resident of Arvada in the State of Colorado. Ms. Zelinkoff was employed by Novartis from approximately June 2001 to August 2004 as a sales consultant in Novartis’ Portland, Oregon district, and she held this position until her constructive discharge from Novartis in approximately August 2004. 12. Plaintiff Minel Hider Tobertga is a female citizen of the United States and a resident of Elk Grove in the State of California. Ms. Hider Tobertga was employed by Novartis from approximately April 2001 to September 2004 as a sales consultant in Novartis’ Sacramento, California district. She held this position until her constructive discharge from Novartis in approximately September 2004.
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13. Plaintiff Michelle Williams is a female citizen of the United States and a resident of Plainfield in the State of Illinois. Ms. Williams has been continuously employed by Novartis since approximately April 2002. Ms. Williams was hired by Novartis as a sales representative in Novartis’ Chicago, Illinois South district. In approximately August 2002, she became a sales consultant, a position she currently holds.
14. Plaintiff Jennifer Waxman-Recht is a female citizen of the United States and a resident of Hohokus in the State of New Jersey. Ms. Waxman-Recht has been continuously employed by Novartis since approximately June 1997 as a sales representative in Novartis’ Northeast New York sales territory.
15. Plaintiff Karen Liggins is a female citizen of the United States and a resident of Florissant in the State of Missouri. Ms. Liggins has been continuously employed by Novartis since approximately September 2000 as a sales specialist and a sales representative in Novartis’ Central sales district.
16. Plaintiff Lori Horton is a female citizen of the United States and a resident of Richmond in the State of Virginia. Ms. Horton was employed by Novartis from approximately March 2002 to April 2005 as a sales representative in Novartis’ Richmond, Virginia sales district.
17. Plaintiff Holly Waters is a female citizen of the United States and a resident of Riva in the State of Maryland. Ms. Waters was employed by Novartis from approximately April 2002 through approximately early 2003 as a sales representative. From approximately early 2003 through approximately November 2004, Ms. Waters was employed by Novartis as a sales consultant in Novartis’ Maryland/Washington, D.C. sales territory.
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18. Plaintiff Wendy Pinson is a female citizen of the United States and a resident of Dothan in the State of Alabama. Ms. Pinson has been continuously employed by Novartis as a sales representative in Novartis’ Montgomery, Alabama district since approximately November 1999.
19. Plaintiff Roberta VonLintel is a female citizen of the United States and a resident of Hays in the State of Kansas. Ms. VonLintel was employed by Novartis from approximately late 1998 to July 2004 as a sales representative in Novartis’ Kansas City West sales region.
20. Plaintiff Ashley Narmour is a female citizen of the United States and a resident of Montgomery in the State of Alabama. Ms. Narmour was employed by Novartis from approximately June 2002 to February 2005 as an account manager in Novartis’ Georgia Market and Southeast Market.
21. Plaintiff Catherine White is a female citizen of the United States and a resident of Las Vegas in the State of Nevada. Ms. White was employed by Novartis from approximately March 2001 to June 2004 in Los Angeles, California. During that time, Ms. White held the positions of sales representative and sales consultant.
22. Plaintiff Kelly Corbett is a female citizen of the United States and a resident of Fairfax in the State of California. Ms. Corbett was employed by Novartis from approximately May 2002 to March 2005 as a district manager in California.
23. Plaintiff Sue Earl is a female citizen of the United States and a resident of Sparta in the State of New Jersey. Mrs. Earl was employed by Novartis in New Jersey, New York and Pennsylvania from approximately July 1991 to March 2005. During that time, Mrs. Earl held the
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positions of Long-term Care sales representative and Adult Care accounts manager, and served as a field sales trainer and a member of the Market Advisory Board.
24. Plaintiff Jamie Holland is a female citizen of the United States and a resident of Salisbury in the State of Maryland. Ms. Holland was employed by Novartis in Baltimore, Maryland, Washington, D.C. and Delaware from approximately April 2000 to August 2004. During that time, Ms. Holland held the positions of senior sales consultant and executive sales consultant.
25. Plaintiff Joan Durkin is a female citizen of the United States and a resident of Darien in the State of Illinois. Ms. Durkin was employed by Novartis in Illinois from approximately 1997 to February 2005. During that time, Ms. Durkin held the positions of sales representative, sales consultant, senior sales consultant, in-house trainer and worked in Executive Sales.
26. Plaintiff Simona Lopes is a female citizen of the United States and a resident of Rego Park in the State of New York. Ms. Lopes worked for Novartis in New York as a contract employee from June 2001 to April 2002. In April 2002, Ms. Lopes became a Novartis sales representative, and she continued to hold this position until her resignation from Novartis in April 2005.
27. Plaintiff Maryanne Jacoby is a female citizen of the United States and a resident of Vancouver in the State of Washington. Ms. Jacoby was employed by Novartis in California, Oregon and Washington from approximately January 1996 to February 2004. During that time, Ms. Jacoby held the positions of sales representative, sales consultant, senior sales consultant and Respiratory/Dermatology specialty senior sales consultant.
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28. Plaintiff Marta Deyne is a female citizen of the United States and a resident of Lincroft in the State of New Jersey. Ms. Deyne has been continuously employed by Novartis in New York and New Jersey from approximately September 2000 to the present. During this time, she has held the positions of Gastrointestinal specialty sales representative, Respiratory/Dermatology specialty sales representative, Hospital Associate and Hospital Specialist. Ms. Deyne currently holds the position of Hospital Specialist in New York, New York.
B. Corporate Defendants 29. Corporate Defendant Novartis Corporation is the U.S. Headquarters for Novartis, AG, a Swiss company created in 1996 by the merger of the Swiss companies CibaGeigy and Sandoz. Novartis is a world leader in the research and development of health care products. Novartis’ core businesses are in pharmaceuticals, consumer health, generics, eye-care, and animal health. Novartis Corporation is incorporated in the State of New York and physically located at 608 Fifth Avenue, New York, New York, 10020. Novartis Corporation has Registered Agents in New York and California. 30. Corporate Defendant Novartis Pharmaceuticals Corporation is a division of Novartis Corporation specializing in the discovery, development, manufacture and marketing of prescription medicine. Novartis Pharmaceuticals Corporation is incorporated in Delaware and has office buildings in New York. Novartis Pharmaceuticals Corporation has Registered Agents in thirty-two (32) states, including New York.
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C. Individual Defendant Thomas Ebeling 31. Defendant Thomas Ebeling is Chief Executive Officer of Novartis Pharma AG and Head of the worldwide Pharmaceuticals Division. He is also a member of the Executive Committee of Novartis. 32. Upon information and belief, Novartis AG, a Swiss holding company, owns directly or indirectly, all companies worldwide belonging to the Novartis Group. 33. Upon information and belief, Novartis Group is divided operationally into two divisions: “Pharmaceuticals” and “Consumer Health.” 34. Upon information and belief, Ebeling is Chief Executive Officer of Novartis Pharma AG and Head of the worldwide Pharmaceuticals Division. He is also a member of the Executive Committee of Novartis. 35. Upon information and belief, during all or part of the class period, Ebeling was a member of Defendant Novartis Pharmaceuticals Corporation’s Board of Directors and also chaired the Innovation Management Board operating within Novartis Pharma AG. 36. Upon information and belief, Ebeling represents Novartis Pharmaceuticals Corporation managerially and delegates the day-to-day implementation of Novartis AG’s directives to Novartis Pharmaceuticals Corporation. 37. Upon information and belief, in his capacities as Head of worldwide Pharmaceuticals Division, member of the Executive Committee of Novartis and member of the Board of Directors of Novartis Pharmaceuticals Corporation, Ebeling possesses knowledge, control and decision-making authority about the employment policies, procedures and practices of the Corporate Defendants.
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38. Upon information and belief, Ebeling controls and influences the Corporate Defendants’ policies, procedures and practices related to gender discrimination, pregnancy discrimination, sexual harassment, hostile work environment and retaliation against their female employees.
39. Upon information and belief, Ebeling knew of and could have prevented and/or alleviated the gender discrimination, pregnancy discrimination, sexual harassment, hostile work environment and retaliation directed against Class Representatives and the proposed class described in this amended complaint.
40. On a Novartis internal web page, Ebeling publicly stated that “We [Novartis] simply don’t have as many women or minorities in high levels of management as we could or should.” (http://www.pharma.novartis.intra/news/ask_ebeling/answers/2003-12-17_diversity).
41. Upon information and belief, Ebeling has aided and abetted the discrimination that is prevalent in the divisions, districts, regions, territories, areas, markets and offices of the Corporate Defendants and has failed to rectify the discriminatory policies, procedures and practices.
42. Upon information and belief, Ebeling aided and abetted the discriminatory conduct against Novartis’ female employees by allowing and encouraging a climate of abuse, harassment and hostility.
43. Upon information and belief, gender discrimination permeates the corporate culture of Novartis AG and its Swiss-based headquarters and its European subsidiaries. Ebeling, in his role as Head of worldwide Pharmaceuticals Division, has sanctioned and nurtured this environment.
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44. Although he professes to support a work place free from discrimination, Ebeling has approved policies, procedures and practices that have permitted the Corporate Defendants to engage in gender discrimination, pregnancy discrimination, sexual harassment, hostile work environment, retaliation and other forms of discrimination against Class Representatives and the proposed class. V. CLASS CLAIMS
45. The Class Representatives and the proposed class they seek to represent have been subjected to a systemic pattern and practice of gender discrimination involving a battery of practices which 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. Novartis 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, Novartis’ promotion, advancement, training and performance evaluation policies, practices and/or procedures.
46. Novartis’ promotion, advancement, training and performance evaluation policies, practices and/or procedures incorporate the following discriminatory practices: (a) relying upon subjective judgments, procedures and criteria which permit and encourage the incorporation of gender stereotypes and bias by Novartis’ predominately male managerial and supervisory staff in making promotion, training, performance evaluation and compensation decisions; (b) refusing or failing to provide equal training opportunities to females; (c) refusing or failing to provide female employees with opportunities to demonstrate their qualifications for advancement; (d) refusing or failing to establish and/or follow policies, practices, procedures or criteria that reduce
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or eliminate disparate impact and/or intentional gender bias; (e) using informal, subjective selection methods which allow for gender discrimination; (f) disqualifying female employees for vacancies by unfairly disciplining them; (g) discouraging applications and expressions of interest by females; (h) subjecting pregnant employees or female employees with children to adverse treatment and denying them opportunities to advance their careers; and (i) subjecting female employees to sexual harassment and/or a hostile work environment.
47. Novartis’ promotion policies, practices and/or procedures have had a disparate impact on the Class Representatives and the class members. Such policies, practices and/or procedures are not valid, job-related, or justified by business necessity. There are alternative objective and more valid selection procedures available to the Defendants 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 Defendants have failed or refused to use such alternative procedures.
48. The Defendants’ promotion, training, performance evaluation, compensation and transfer policies, practices and/or procedures are intended to have a disparate impact on the Class Representatives and the class they seek to represent. Such practices form a part of the Defendants’ overall pattern and practice of keeping females in the lower classifications with less desirable terms and conditions of employment.
49. Because of the Defendants’ systemic pattern and practice of gender discrimination, the Class Representatives and 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; being denied training
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opportunities provided to male employees; receiving lower performance appraisals for performing the same work at the same level as male employees; being disciplined more frequently and more severely than male employees, including but not limited to, being disciplined for engaging in behaviors for which male employees are not disciplined; and being subjected to a hostile work environment, sexual harassment and retaliation.
50. The Class Representatives and the class they seek to represent have been subjected to gender hostility at work, both severe and pervasive, which affects the terms and conditions of their employment. The Defendants’ actions and inactions encourage this behavior by its male employees.
51. The Class Representatives and class members have no plain, adequate, or complete remedy at law to redress the rampant and pervasive wrongs alleged herein, and this suit is their only means of securing adequate relief. The Class Representatives and class members are now suffering irreparable injury from Novartis’ 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 52. The Class Representatives seek to maintain claims on their own behalf and on
behalf of a class of current and former Novartis employees. Each of the Class Representatives is a member of the class.
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53. The class consists of all female citizens of the United States who are, or have been, employed by Novartis in the United States and have experienced gender discrimination at any time during the applicable liability period. All of the Class Representatives are proposed representatives of the class. Upon information and belief, there are hundreds, if not thousands, of members of the proposed class.
B. Efficiency of Class Prosecution of Common Claim 54. Certification of a class of female employees similarly situated to the Class Representatives is the most efficient and economical means of resolving the questions of law and fact which are common to the claims of the Class Representatives and the proposed class. The individual claims of the Class Representatives require resolution of the common question of whether Novartis has engaged in a systemic pattern and/or practice of gender discrimination against female employees. The Class Representatives 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, and to prevent continued gender discrimination in the future. The Class Representatives 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 such relief for themselves, as well as for the proposed class members, the Class Representatives will first establish the existence of systemic gender discrimination as the premise for the relief they seek. 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
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and judicious means of presenting the evidence and arguments necessary to resolve such questions for the Class Representatives, the proposed class and Novartis.
55. The Class Representatives’ individual and class claims are premised upon the traditional bifurcated method of proof and trial for disparate impact and systemic disparate treatment claims of the type at issue in this case. Such a bifurcated method of proof and trial is the most efficient method of resolving such common issues.
C. Numerosity and Impracticability of Joinder 56. The class which the 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 57. The prosecution of the claims of the Class Representatives will require the adjudication of numerous questions of law and fact common to both their individual claims and those of the proposed class they seek to represent. The common questions of law include, inter alia: (a) whether Novartis has engaged in unlawful, systemic gender discrimination in its selection, promotion, advancement, transfer, training and discipline policies, practices and/or procedures, and in the general terms and conditions of work and employment; (b) whether Novartis has engaged in unlawful, systemic sexual harassment; (c) whether Novartis has unlawfully discriminated against female employees based on their pregnancies; (d) whether Novartis has unlawfully retaliated against female employees for complaining about gender discrimination; and (e) whether Novartis is liable for a continuing systemic violation of Title VII; and (f) a determination of the proper standards for proving a pattern and/or practice of discrimination by Novartis against its female employees.
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58. The common questions of fact would include, inter alia: whether, through its policies, practices and/or procedures: (a) Novartis has denied or delayed the promotion of females; (b) Novartis has precluded females from eligibility for promotions by denying them training that male employees are afforded; (c) Novartis has paid females less than comparable situated male employees; (d) Novartis has subjected females to differential treatment, including, but not limited to, less preferable work assignments, inequitable evaluations and stricter discipline; (e) Novartis has maintained a hostile work environment based on gender; (f) Novartis has subjected females to disparate treatment based on pregnancy; (g) Novartis’ policies and procedures have had a disparate impact on pregnant female employees; (h) Novartis has subjected female employees to sexual harassment and/or a sexually hostile work environment; (i) Novartis has retaliated against women for complaining about the gender discrimination described in (a) through (h) above; and (j) Novartis has engaged in a pattern and practice of failing to take prompt and effective action to remedy the gender discrimination in its workplace.
59. The employment policies, practices and/or procedures to which the Class Representatives and the class members are subject are set at Novartis’ 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 departments, and, thus, affect the Class Representatives and proposed class members no matter the district, division or position in which they work.
60. Throughout the liability period, a disproportionately large percentage of the managers and supervisors at Novartis have been male.
61. Discrimination in selection, promotion and advancement occurs as a pattern and practice throughout all levels and all divisions of Novartis. Selection, promotion, and
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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.
62. Novartis’ policies, practices and/or procedures have had an adverse impact on females seeking selection for, or advancement to, better and higher paying positions. In general, a higher level of job classification correlates with a lower percentage of female employees holding those positions.
E. Typicality of Claims and Relief Sought 63. The claims of the Class Representatives are typical of the claims of the proposed class. The Class Representatives assert claims in each of the categories of claims they assert on behalf of the proposed class. The relief sought by the Class Representatives for gender discrimination complained of herein is also typical of the relief which is sought on behalf of the proposed class. 64. The Class Representatives are, like the members of the proposed class, all female employees who have worked for the Defendants during the liability period. 65. Discrimination in selection, promotion, advancement and training affects the compensation of the Class Representatives and all the class members in similar ways. 66. Differential treatment between male and female employees occurs as a pattern and practice throughout all levels and departments of Novartis. Novartis’ predominantly male managers hold female employees, including both the Class Representatives and class members, to stricter standards than male employees, and thus, female employees often receive lower performance appraisals than males for performing at the same level. Female employees are also
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disciplined, formally and informally, more frequently and severely than their male counterparts. Additionally, male employees more often receive preferable work assignments and other preferential treatment.
67. Discrimination in the form of a hostile work environment occurs as a pattern and practice throughout all levels and departments of Novartis and affects the Class Representatives and the members of the class in the same ways. Male supervisors and employees have made hostile comments and jokes; harassed and intimidated female employees; made it clear in various ways that they favor male employees; and otherwise have created a working environment hostile to female employees.
68. Discrimination in the form of hostility towards pregnant female employees occurs as a pattern and practice throughout all levels and departments of Novartis and affects the Class Representatives and the members of the class in the same ways. Male supervisors have denied promotions and promotional opportunities to pregnant female employees; denied equal compensation to pregnant female employees; subjected pregnant female employees to stricter scrutiny; made hostile comments to pregnant female employees; unreasonably disciplined female employees after they return from maternity leave; and subjected female employees to adverse employment actions after they return from maternity leave.
69. Sexual harassment occurs as a pattern and practice throughout all levels and departments of Novartis and affects the Class Representatives and the members of the class in similar ways. Male supervisors and employees hold sexually explicit conversations; make sexually hostile jokes and remarks; comment on female employees’ bodies; inappropriately touch female employees; make unwelcome sexual advances on female employees; and practice other forms of sexual harassment.
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70. Several of the Class Representatives, and numerous other female employees, have complained to Novartis’ management and Human Resources about gender discrimination and a sexually hostile work environment. Company investigations into these complaints have been inadequate and/or superficial. The Class Representatives and the class members have been affected in the same ways by Novartis’ failure to implement adequate procedures to detect, monitor, and correct this pattern and practice of discrimination.
71. Several of the Class Representatives, and numerous other female employees, have experienced retaliation from managers after complaining about gender discrimination, contacting Human Resources or filing EEO Charges of Discrimination.
72. Novartis 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 the Class Representatives and the class members in similar ways.
73. 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 members in this case. The 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 Novartis 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 Novartis’ 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 Novartis workforce so that females are promoted into higher and better paying classifications that they would have held in the absence of Novartis’ past gender discrimination; (e) back pay, front pay, and other equitable remedies necessary to make female employees whole from the Defendants’ past discrimination; (f) compensatory damages; (g) punitive and nominal damages to prevent and deter Novartis from engaging in similar discriminatory practices in the future; and (h) attorneys’ fees, costs and expenses.
F. Adequacy of Representation 74. The Class Representatives interests are co-extensive with those of the members of the proposed class that they seek to represent in this case. The Class Representatives seek to remedy Novartis’ 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. The Class Representatives are willing and able to represent the proposed class fairly and vigorously as they pursue their similar individual claims in this action. The Class Representatives have retained counsel who are qualified, experienced and able to conduct this litigation and to meet the time and fiscal demands required
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to litigate an employment discrimination class action of this size and complexity. The combined interests, experience and resources of the 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) 75. Novartis has acted on grounds generally applicable to the Class Representatives and the proposed class by adopting and following systemic policies, practices and/or procedures which are discriminatory on the basis of gender. Gender discrimination is Novartis’ standard operating procedure rather than a sporadic occurrence. Novartis has refused to act on grounds generally applicable to the class by, inter alia: (a) refusing to adopt and apply selection, promotion, training, performance evaluation, compensation and discipline policies, practices and/or procedures which do not have a disparate impact on, or otherwise systemically discriminate against, females and/or pregnant employees; (b) refusing to provide equal terms and conditions of employment for female and/or pregnant employees; and (c) refusing to provide a working environment which is free of gender hostility and sexual harassment. Novartis’ 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. 76. Injunctive and declaratory relief are the predominant relief sought in this case because they are the culmination of the proof of Novartis’ individual and class-wide liability at the end of Stage I of a bifurcated trial and the essential predicate for the 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
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questions of law and fact regarding the existence of systemic gender discrimination against female employees at Novartis. Declaratory and injunctive relief are the factual and legal predicates for the 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) 77. The common issues of fact and law affecting the claims of the Class Representatives and proposed class members, including, but not limited to, the common issues identified in paragraphs 46-50 above, predominate over any issues affecting only individual claims. 78. A class action is superior to other available means for the fair and efficient adjudication of the claims of the Class Representatives and members of the proposed class. 79. The cost of proving Novartis’ pattern and practice of discrimination makes it impracticable for the Class Representatives and members of the proposed class to pursue their claims individually.
VII. ALLEGATIONS OF THE CLASS REPRESENTATIVES A. AMY VELEZ Background 80. Plaintiff Amy Velez (“Ms. Velez”) was hired by Novartis in approximately
January 1997 as a sales representative in Novartis’ Washington, D.C. sales district. Ms. Velez became a Sales Consultant in approximately February 1998. In approximately March 2000, Ms. Velez became a Senior Sales Consultant. She held this position until her constructive discharge
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from Novartis in April 2004. Ms. Velez filed an EEO Charge on or about July 15, 2003, in which she complained about the gender discrimination she experienced at Novartis.
Denials of Promotion 81. Beginning in November 1997, Ms. Velez began winning numerous “Building from Strength” and “Show Me the Growth” sales contests. In addition, several of her managers gave her “Recognition Reward” letters and gifts. 82. In 1998, one of Ms. Velez’s managers sent her a thank-you note, commending Ms. Velez on her “commitment to excellence.” In 1999, Ms. Velez also won “Gain and Maintain” and “Miacalcin Blitz” contests for her high product sales numbers. 83. In 1999, Ms. Velez applied and interviewed for an Institutional Hospital Specialty position, a promotional opportunity. Ms. Velez’s application was denied, and Craig Lafferty (“Lafferty”), a male, received the promotion instead. 84. In 2000, Ms. Velez also applied and interviewed for promotional opportunities as a Senior Care Specialist and an Institutional Hospital Specialist. Ms. Velez’s applications again were denied, and Robert Rheingold, a male, was instead selected for the Institutional position. 85. In May 2001, Ms. Velez told her coworkers she was pregnant with twins and would later be on Family and Medical Leave Act (“FMLA”) leave after the twins were born. Because of pregnancy complications, Ms. Velez began a short-term disability leave in September 2001. In May 2002, Ms. Velez’s short-term disability was exhausted and she began her FMLA leave. 86. On or about May 6, 2003, approximately nine months after returning to work from FMLA leave, Ms. Velez contacted Steve Webb (“Webb”), her Regional Director, and asked him to consider accepting her into a Management Development Program.
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87. Based on her past and present performance, Ms. Velez was a qualified candidate for the Management Development Program. This was especially true because, since returning from FMLA, Ms. Velez had increased sales in all her products while working the Washington, D.C. territory without a partner for nearly seven months.
88. In addition, as of May 2003, Ms. Velez had doubled her sales numbers for all her products. Ms. Velez had a higher market share than the entire Baltimore District for the product “Elidel.” In fact, Ms. Velez’s product growth rate for Elidel was higher than the national growth rate.
89. Also in May 2003, Ms. Velez’s growth rate for the product “Lamisil” was the highest in the region, and higher than the national growth rate. Moreover, for approximately seven months, Ms. Velez’s sales numbers for the product “Ritalin LA” were higher than those of four male employees.
90. In response to Ms. Velez’s May 2003 request to participate in the Management Development Program, Regional Director Webb stated that Ms. Velez would not be a candidate for participation and that Regional Director Webb did not expect Ms. Velez to become a candidate in the future.
91. On or about December 20, 2003, Ms. Velez contacted Regional Director Webb a second time requesting an opportunity to participate in the Management Development Program. On December 29, 2003, Regional Director Webb again replied that he would not accept Ms. Velez’s application to the program, nor did he expect to admit Ms. Velez into the program in the future.
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Disparate Pay 92. Upon information and belief, Ms. Velez received a lower raise for the calendar year of 2001 than similarly situated male employees and, in general, made less money than similarly situated male employees. 93. Despite her exemplary sales record for the calendar year of 2001, Regional Director Webb rated Ms. Velez “satisfactory” and gave her only a 3% raise. 94. Upon information and belief, Ms. Velez received less compensation than similarly situated male employees.
Differential Treatment and Hostile Work Environment 95. On or about July 2001, in violation of the Novartis review policy, Ms. Velez did not receive a mid-year review. Mid-year reviews are typically given to field sales employees in July for the first six months of the year. 96. On or about March 2002, in further violation of the Novartis review policy, Ms. Velez did not receive a year-end review for the calendar year of 2001. Due to a two-month delay in receiving sales data, Novartis typically gives year-end reviews to field sales employees in March for the review period for the preceding year. Novartis uses mid-year and year-end reviews for evaluating an employee’s sales performance, determining pay raises and determining promotional opportunities. 97. Before Ms. Velez returned from FMLA leave on or about July 29, 2002, the sales numbers for the Washington, D.C. territory, to which Ms. Velez was assigned, were low. In addition, due to a change in drug promotions, Ms. Velez was assigned a largely new set of doctors with whom to establish relationships.
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98. After returning from FMLA leave, on or about July 29, 2002, Novartis failed to provide Ms. Velez with additional sales training for her new position working in the Washington, D.C. territory.
99. The standard practice at Novartis was to assign two Respiratory/Dermatology Sales Consultants to a territory so they could both effectively market and sell the products. Working with a partner enabled both employees to maximize their sales opportunities, because they could concentrate their sales and marketing efforts on their joint territory. Ms. Velez’s District Manager, Mike Cunneen (“Cunneen”), advised Ms. Velez that she would have to work the Washington, D.C. territory alone. Ms. Velez worked the D.C. territory alone for approximately seven months.
100. Because Ms. Velez had to work the Washington, D.C. territory alone for seven months, her sales numbers and data were inequitably compared to those employees who worked with partners.
101. Approximately seven months after Ms. Velez returned from FMLA leave, District Manager Cunneen assigned Brian Oliver (“Oliver”) to be her partner.
102. After returning from FMLA leave, Ms. Velez began increasing sales of Elidel, Ritalin and Lamisil throughout her territory. In fact, Ms. Velez had higher sales numbers than several male employees. However, District Manager Cunneen put Ms. Velez on a “Coaching Plan” in February 2003, because he relied on only three months of sales data during which Ms. Velez had been out on FMLA leave.
103. Conversely, Oliver was not disciplined at all, even though Oliver and Ms. Velez were working as partners.
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104. On or about May 7, 2003, Ms. Velez was placed on a “Performance Improvement Plan” (a disciplinary action), approximately one day after contacting Regional Director Webb to inquire about getting into the Management Development Program. Ms. Velez’s partner, Oliver, was not placed on a Performance Improvement Plan.
105. Bob Bailey (“Bailey”), a male sales representative, had lower sales numbers and growth rates than Ms. Velez, but was still promoted on or about July 9, 2003. At the same time, Ms. Velez was working under a Performance Improvement Plan.
106. Regional Director Webb notified Bailey of his promotion in May 2003 while, at the same time, notifying Ms. Velez that she was being placed on a Performance Improvement Plan.
107. Ms. Velez was placed on another Performance Improvement Plan on or about January 2, 2004, approximately two weeks after contacting Regional Director Webb a second time about the Management Development Program. Again, Oliver was not subjected to any disciplinary actions, even though he was responsible for the same territory as Ms. Velez.
108. Upon information and belief, to date, Oliver has not been placed on a Coaching or Performance Improvement Plan by Novartis.
109. After Ms. Velez gave birth to twins and while she was still on FMLA leave, District Manager Cunneen violated Novartis’ policy by calling Ms. Velez at home about work related matters on several occasions.
110. During the telephone calls, District Manager Cunneen told Ms. Velez she would have to work harder than others to increase the product sales numbers for the Washington, D.C. territory. He also told Ms. Velez that he wanted her to review product information and accept medical samples while she was on FMLA leave.
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111. On or about July 31, 2002, two days after Ms. Velez returned from work, District Manager Cunneen warned Ms. Velez that she would be “under the gun.”
112. On several occasions in September and October 2002, while riding along with District Manager Cunneen during sales calls, Ms. Velez heard District Manager Cunneen calling medical recruiters and asking them whether their candidates were married or had children.
113. In approximately September 2002, approximately one month after Ms. Velez returned from FMLA leave, District Manager Cunneen made several sexually hostile comments during a Team Meeting in Atlanta, Georgia, at which Ms. Velez was present.
114. In approximately December 2002, Mike Corvigno (“Corvigno”), a male sales representative, told Ms. Velez that District Manager Cunneen communicates better with men than women. Corvigno also told Ms. Velez that other female sales representatives were experiencing difficulties with District Manager Cunneen’s frequent favoring of their male counterparts.
115. In approximately May 2003, Ms. Velez went out on disability leave due to severe stress, emotional breakdowns, anxiety and depression. Ms. Velez’s psychologist and psychiatrist directly attributed her health problems to the discrimination and hostile work environment that she suffered at Novartis.
116. On or about April 18, 2004, Ms. Velez resigned from Novartis because of the continued lack of promotional opportunities and denial of entry to the Management Development Program, gender discrimination, hostile work environment and the health problems she suffered while dealing with these issues.
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B. PENNI ZELINKOFF Background
117. Plaintiff Penni Zelinkoff (“Ms. Zelinkoff”) was hired by Novartis in approximately June 2001 as a Sales Consultant in Novartis’ Portland, Oregon district. She held this position until her constructive discharge from Novartis in or about August 2004. Ms. Zelinkoff filed an EEO Charge in approximately November 2004, in which she complained about the gender discrimination she experienced at Novartis.
Denials of Promotion 118. In approximately October 2003, Ms. Zelinkoff signed up for a career-enhancing sales training program. Even though sales representatives are permitted to attend two or three training classes per year, her request to attend was denied by the then District Manager, Patrick Jackle (“Jackle”). 119. In a telephone conversation with Regional Manager Steve Martinez (“Martinez”) in January 2004, Ms. Zelinkoff requested to be considered for the West Region training department. Regional Manager Martinez denied this request and informed Ms. Zelinkoff that unless she ranked in the top 35% of Novartis nationwide, she would not be considered for a promotion. 120. However, Ms. Zelinkoff knows about several male employees from the Northwest Region who were not in the top 35% of Novartis yet received promotions. 121. District Manager Jackle left his position in approximately December 2003, and in approximately February 2004, Robb Fairbairn (“Fairbairn”) was hired as District Manager. 122. In February 2004, Ms. Zelinkoff requested that District Manager Fairbairn consider her for the Management Development Program, which is necessary to advance into
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management positions. District Manager Fairbairn denied her request at that time, and on numerous subsequent occasions throughout 2004, by stating that she would not be considered for the program.
Disparate Pay 123. Upon information and belief, Ms. Zelinkoff received less compensation than similarly situated male employees.
Differential Treatment and Hostile Work Environment 124. From June 2001 through approximately December 2003, when Ms. Zelinkoff was working under the supervision of District Manager Jackle, Jackle constantly intimidated and harassed Ms. Zelinkoff by threatening to terminate her job, writing her up for inconsequential matters, and unfairly evaluating her performance in both formal reviews and daily interactions. 125. Several other female employees who worked under District Manager Jackle experienced similar poor and disparate treatment while their male coworkers were treated more favorably than they were. 126. On or about February 10, 2004, Ms. Zelinkoff attended a Portland East Team Meeting. At the meeting, supervisors asked for a volunteer to coordinate the Novartis Consulting Network (NCN). Nobody volunteered for this assignment at the meeting. 127. The following day, Ms. Zelinkoff called District Manager Joey Colonnello (“Colonnello”) to volunteer for NCN coordinator. This opportunity would have allowed Ms. Zelinkoff to demonstrate leadership skills and would have helped with future promotional opportunities. District Manager Colonnello declined her offer and told her that the coordinator had to be from Steve Wright’s district.
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128. On or about March 9, 2004, at another Team Meeting, the NCN coordinator was announced. Neither the lead coordinator nor the backup was from Steve Wright’s district.
129. Ms. Zelinkoff frequently received minor assignments while her male coworkers were selected for high priority projects, such as test pilots or roll-outs of new products.
130. Additionally, during meetings, high level executives and managers socialized with male employees far more frequently than female employees.
C. MINEL HIDER TOBERTGA Background
131. Plaintiff Minel Hider Tobertga (“Ms. Hider Tobertga”) was hired by Novartis in approximately April 2001 as a Sales Consultant in Novartis’ Sacramento district. She held this position until her constructive discharge from Novartis in or about September 2004. Ms. Hider Tobertga filed an EEO Charge in approximately November 2004, in which she complained about the gender discrimination she experienced at Novartis.
Denials of Promotions 132. In 2002, Ms. Hider Tobertga was selected as one of Novartis’ top 50 salespersons in the nation and was given company stock as a reward. In addition, Ms. Tobertga’s sales performance consistently ranked among the top in the region for a variety of products throughout 2002 and 2003. 133. In an e-mail dated January 5, 2004, Ms. Hider Tobertga informed her supervisor Mark Gunning (“Gunning”) that she wanted to be considered for the Management Development Program, which is necessary to advance into management positions. On or about January 30, 2004, when Manager Gunning finally met with Ms. Hider Tobertga, he informed her that she would not be considered for the program.
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134. Ms. Hider Tobertga confirmed this conversation by e-mail. Manager Gunning replied to Ms. Hider Tobertga’s e-mail by stating that she required a stronger sales performance to be considered for management training.
135. However, not only did Ms. Hider Tobertga rank among Novartis’ top 50 salespersons, she also consistently ranked among the top salespersons in the region for a variety of products throughout 2002 and 2003.
136. Furthermore, less qualified male employees were routinely selected for the Management Development Program, including George Lopez (“Lopez”), Ms. Hider Tobertga’s former counterpart, who is currently enrolled in the program. Not only were Lopez’s sales numbers equal to or lower than Ms. Hider Tobertga’s, but he did not have nearly as much industry experience as she did, nor, to her knowledge, has Lopez ever ranked among the top 50 salespersons in the nation.
Disparate Pay 137. Upon information and belief, Ms. Hider Tobertga received less compensation than similarly situated male employees.
Differential Treatment and Hostile Work Environment 138. When Ms. Hider Tobertga organized events for Novartis under Manager Gunning’s supervision, Manager Gunning required that she report to him daily and run all decisions by him for approval. Conversely, Manager Gunning granted Lopez, her counterpart, a much greater degree of autonomy. 139. In November 2003, Ms. Hider Tobertga was hospitalized because of an emergency medical condition. As a result, she was on leave for two weeks.
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140. Because of her poor medical condition, Ms. Hider Tobertga’s doctor did not authorize her release to travel to and attend a launching meeting in Los Angeles. However, Manager Gunning accused Ms. Hider Tobertga of trying to get out of the meeting and pressured her to attend.
141. Because of the pressure from Manager Gunning, Ms. Hider Tobertga convinced her doctor to permit her to attend the meeting under the restriction that she would rest in her hotel room as much as possible. Throughout the trip, Ms. Hider Tobertga had to take painkillers and nausea medication due to the great pain and discomfort she was experiencing.
142. In February 2004, Ms. Hider Tobertga began to suffer from severe migraine headaches, causing her to miss one day of work. Ms. Hider Tobertga provided Manager Gunning with a note from her doctor confirming her illness in accordance with company policy. Nevertheless, Manager Gunning objected to Ms. Hider Tobertga’s leave, accused her of falsifying the note, and asked Ms. Hider Tobertga whether she had a doctor who was writing illegitimate notes for her.
143. In approximately March 2004, Ms. Hider Tobertga complained to Human Resources about Manager Gunning’s inappropriate, offensive and harassing behavior, but, to her knowledge, no action was taken.
144. In April 2004, Ms. Hider Tobertga’s physician wrote her a note requesting six weeks of maternity leave, which would allow Ms. Hider Tobertga to bond with her recently adopted daughter. However, Human Resources denied Ms. Hider Tobertga’s request for leave and informed Ms. Hider Tobertga that maternity leave was only for women who had given birth and that she would have to take unpaid leave.
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145. Ms. Hider Tobertga then inquired about Novartis’ “job share” program. Novartis purports to offer the “job share” option to recent mothers and other employees who wish to work part time. However, Manager Gunning informed Ms. Hider Tobertga that only President’s Club winners were eligible to participate in job share. However, Ms. Hider Tobertga knows female sales representatives with other managers who have been approved for job share despite not qualifying for President’s Club.
D. MICHELLE WILLIAMS Background
146. Plaintiff Michelle Williams (“Ms. Williams”) was hired by Novartis in approximately April 2002 as a sales representative in Novartis’ Chicago South district. In approximately August 2002, she became a sales consultant, a position she currently holds. Ms. Velez filed an EEO Charge in approximately November 2004, in which she complained about the gender discrimination she experienced at Novartis.
Denials of Promotion 147. When Ms. Williams began her career with Novartis, she worked under the supervision of a female supervisor, Joanne Pence (“Pence”), who helped her qualify for acceptance to the Management Development Program by completing a 12-step checklist. Ms. Williams then completed the first of three classes for the program. 148. In May 2003, Pence left her position. Regional Manager Joe Stein appointed Ms. Williams to serve as interim District Manager for a period of approximately two months while he searched for a replacement for Pence.
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149. Ms. Williams requested the opportunity to apply for the position at that time, but was told she did not qualify because she had not completed the Management Development Program.
150. In July 2003, Antonio Parker (“Parker”), a male, became the new District Manager.
151. In an extensive conversation with District Manager Parker regarding her career goals, Ms. Williams informed District Manager Parker of her intention to complete the Management Development Program. District Manager Parker told Ms. Williams that when he was hired as District Manager, he was informed that she was to be promoted by the end of 2003. He also told her she was enrolled in the second management training class in December 2003.
152. Also in July, Ms. Williams let District Manager Parker know that she was pregnant. After informing District Manager Parker of her pregnancy, she never received any additional information about the December 2003 class.
153. Ms. Williams went on maternity leave from December 2003 to April 2004. While she was on maternity leave, Ms. Williams also spoke to District Manager Parker on the telephone about a management training class in June that she wanted to attend. District Manager Parker repeatedly assured Ms. Williams that she would be enrolled. When she returned from leave, however, she was not enrolled in the class.
154. When Ms. Williams discussed the issue with District Manager Parker, he told her that his supervisor, Joe Stein (“Stein”), had advised him that Ms. Williams may have changed her mind about the Management Development Program since having a child and that they should wait to ensure that she was still interested in the opportunity. District Manager Parker also told Ms. Williams that it was not her place to contact Stein about the matter.
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155. Ms. Williams confirmed that she was still interested in management training, and District Manager Parker then assured her that she would complete the second class in August. As August approached, however, she asked District Manager Parker for more information about the class, and he admitted to her that the class was actually in October.
156. District Manager Parker then told Ms. Williams that she was enrolled in a class during the week of October 4. Even though Ms. Williams had already scheduled vacation days for that week, she altered her vacation plans, upon District Manager Parker’s recommendation, in order to attend the class.
157. Several days before the October class was supposedly scheduled, District Manager Parker told her that there was no class in October and denied ever telling her that there was an October class.
158. Meanwhile, employees who attended the first class of the Management Development Program with Ms. Williams began interviewing for management positions.
Disparate Pay 159. Upon information and belief, Ms. Williams received less compensation than similarly situated male employees.
Differential Treatment and Hostile Work Environment 160. During the time Ms. Williams was on maternity leave, District Manager Parker conducted her annual review without any consent or input from her. The raise that District Manager Parker gave her was the lowest she had ever received at Novartis and was lower than her colleagues’ raises. Without Ms. Williams’ knowledge or her signature, District Manager Parker submitted Ms. Williams’ review on January 19, 2003. Standard practice at Novartis is to meet with an employee to discuss his or her review before submitting it.
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161. When Ms. Williams returned to work in April 2004, District Manager Parker told her that he needed her backdated signature, because he would lose his job without it. Ms. Williams refused to do this, because she would not have agreed to the proposed pay raise. District Manager Parker then proceeded to submit her raise without her approval and signature, violating company policy.
162. Even though District Manager Parker denied Ms. Williams the opportunity to become a manager, and, in fact, suggested that she apply for specialty representative positions instead, District Manager Parker has had to consult Ms. Williams numerous times for advice on how to perform his duties.
163. While she was on maternity leave, District Manager Parker violated Novartis’ policy by calling Ms. Williams on her cell phone numerous times to ask her questions regarding his duties.
E. JENNIFER WAXMAN-RECHT Background
164. Plaintiff Jennifer Waxman-Recht (“Ms. Waxman-Recht”) was hired by Ciba Vision, a Novartis subsidiary, in approximately June 1997 as an Ophthalmic sales representative in Connecticut. On or about November 1999, Ms. Waxman-Recht was invited to interview for a senior-level specialty sales representative position for the product Visudyne. Ms. WaxmanRecht then became one of approximately 20 Visudyne representatives. In 2002, Novartis management took over the Ophthalmic division. In 2004, Ms. Waxman-Recht was demoted to a non-specialty sales representative position, which she continues to hold. Ms. Waxman-Recht filed an EEO Charge in approximately January 2005, in which she complained about the gender discrimination she experienced at Novartis.
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Denials of Promotion 165. In 2004, Novartis announced a realignment that cut the number of Visudyne specialty sales representatives to eleven. While eight months pregnant, Ms. Waxman-Recht interviewed for the position of specialty sales representative in August 2004. Despite being the highest ranking Visudyne sales representative in the country in 2004, Ms. Waxman-Recht was denied the promotion. Instead, less qualified male employees were selected, including Fred Richards, who was ranked 19 out of 21 at the time of the interviews. 166. Ms. Waxman-Recht was informed by her manager, Bill Forrest, that Vice President of Sales Perry Sternberg (“Sternberg”) had pre-selected employees for the Visudyne sales representative positions before the interview process had even commenced and had announced his choices for the positions in a manager’s meeting. Almost all of the candidates whom Vice President Sternberg had pre-selected ultimately received the promotion. 167. After the realignment, Ms. Waxman-Recht was demoted to a non-specialty sales representative position with less income potential.
Disparate Pay 168. In approximately 2002, shortly before Novartis management took over her division, Ms. Waxman-Recht learned that her salary was lower than almost all of her male counterparts by as much as $30,000. 169. Soon after, management agreed to raise Ms. Waxman-Recht’s salary to the level her coworkers were earning. However, before the raise went into effect, Novartis took over the Ophthalmic division and replaced the old management. While Vice President Sternberg initially agreed to grant the raise, after several months he reneged on this agreement and informed Ms. Waxman-Recht that she would not be receiving a raise.
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170. Ms. Waxman-Recht reported her pay situation to Kevin Graham (“Graham”) in Novartis’ Human Resources department. At the time of her report, however, Vice President Sternberg had already contacted Graham (a former colleague of his) and told him that Ms. Waxman-Recht did not deserve the raise. Despite the fact that Ms. Waxman-Recht was a top performer, Graham dismissed her complaint, relying on Vice President Sternberg’s unsupported assertion.
171. To date, Ms. Waxman-Recht continues to receive a lower salary than her male coworkers, even though she was the highest ranking Visudyne sales representative in the country and qualified for President’s Club in 2004. Conversely, equally or less-qualified male Visudyne representatives have received raises even though their salaries were already higher than Ms. Waxman-Recht’s.
Differential Treatment and Hostile Work Environment 172. Ms. Waxman-Recht has been held to stricter standards than her male coworkers. Novartis management sets sales quotas for employees without providing any explanation as to how they arrived at those numbers. Each representative is given a percentage by which they are expected to increase their sales over the trimester. Ms. Waxman-Recht’s sales quotas are often much higher than those given to male coworkers and than the national quotas. For example in the second trimester of 2004, Ms. Waxman-Recht’s quota was 36%, while the national average was only 12%. 173. Ms. Waxman-Recht’s manager, Patrick Sullivan (“Sullivan”), repeatedly sent her work-related e-mails and voice mails during her maternity leave, even though Ms. WaxmanRecht requested that Manager Sullivan refrain from doing so while she was still out on maternity
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leave. In one e-mail, Manager Sullivan asked Ms. Waxman-Recht to complete a project before returning to work.
F. KAREN LIGGINS Background
174. Plaintiff Karen Liggins (“Ms. Liggins”) was hired by Ciba Vision, a subsidiary of Novartis, in approximately September 2000 as a Retina Sales Specialist for the product Visudyne in its Ophthalmic division in St. Louis, Missouri. In 2004, Ms. Liggins became a Ophthalmic Sales Specialist, a position that she continues to hold. Ms. Liggins has worked for Novartis in Missouri, Arkansas, Kansas, Illinois and Tennessee. Ms. Liggins filed an EEO Charge in approximately January 2005, in which she complained about the gender discrimination she experienced at Novartis.
Denials of Promotion 175. When Ms. Liggins was hired, she was told she would be promoted to management within one year due to her eleven (11) years of managed care experience and master’s degree in management. To date, she has been prevented from advancing into management. 176. In October 2003, Ms. Liggins expressed her interest in a vacant District Manager position to both Vice President of Sales Perry Sternberg (“Sternberg”) and Regional Director Kathy Kobe (“Kobe”). Vice President Sternberg advised Ms. Liggins that she would have to move from St. Louis to Chicago to be considered for the position because he wanted all the managers living in the city. Because relocation was not an option for Ms. Liggins, she did not pursue the District Manager position. However, Larry Karner, a male employee, was given this position without being required to relocate to Chicago from his residence in Minneapolis.
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177. In 2003, Ms. Liggins interviewed for an Oncology sales specialist position. Ms. Liggins received very positive feedback from the manager and the other Oncology sales representatives, but after the Oncology manager contacted District Manager Larry Karner (“Karner”) and other Ophthalmic senior managers about her application, she was denied the position in favor of a male employee.
178. After returning from disability leave in approximately August 2004, Ms. Liggins requested that District Manager Karner consider her for the Management Development Program. Despite her strong performance, eleven (11) years of account management experience, and the fact that she had been told when she was hired by Novartis that she could advance to management after one year, District Manager Karner denied Ms. Liggins’ request.
179. Ms. Liggins then sent District Manager Karner an e-mail confirming their conversation and asking for guidelines to get into management. However, District Manager Karner never responded to this e-mail.
180. On or about August 2004, Novartis announced a realignment that cut the number of Senior Retina Sales Specialists to eleven. After interviewing for one of those positions, which represented a promotion for Ms. Liggins, Ms. Liggins’ application was denied, and Rob Goldschmidt (“Goldschmidt”), a male candidate from outside Novartis with significantly less experience than Ms. Liggins, received the promotion. Further, because Goldschmidt was less qualified for the position than Ms. Liggins, he has frequently had to ask for her assistance in performing his job duties.
181. In addition, at least two less-qualified male employees, Tom Scott and Fred Richards, who had been Ms. Liggins’ Retina Sales Specialist coworkers and had lower numbers
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than Ms. Liggins, were selected for the positions. Meanwhile, Ms. Liggins was demoted to a core representative position as an Ophthalmic Sales Specialist.
Disparate Pay 182. Upon information and belief, Ms. Liggins receives and has received less compensation than similarly situated male employees.
Differential Treatment and Hostile Work Environment 183. Throughout 2000 and 2001, management consistently set overly aggressive sales forecasts for Ms. Liggins, which she was expected to meet. As a result of these unrealistically high forecasts, Ms. Liggins did not meet the goals established for her and was given a low ranking. Ms. Liggins was given this low ranking even though her sales numbers were among the highest in volume and her total contribution of sales, in dollar value, was fourth in the country. Conversely, when male employees had difficulties meeting sales forecasts, their managers excused them by acknowledging the aggressiveness of the forecasts. 184. In January 2003, District Manager Karner was to select one of his sales representatives to receive the President’s Award. Novartis grants the President’s Award to top achievers each January based on the previous year’s sales numbers and objectives. Although Ms. Liggins was District Manager Karner’s top performing sales representative and she met all the requirements for the award, District Manager Karner selected Dick Post, a male employee with lower sales numbers than Ms. Liggins, for the President’s Award. 185. District Manager Karner was extremely hostile and negative to Ms. Liggins throughout the time he was her direct manager. For example, during their first ride-along in September 2001, District Manager Karner made numerous negative and harassing comments about Ms. Liggins’ performance.
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186. District Manager Karner also falsely claimed that a doctor in Kansas City had complained that Ms. Liggins did not call on his office frequently enough. When the doctor in question was made aware of District Manager Karner’s assertion, he was extremely displeased and wrote a letter commending Ms. Liggins’ work.
187. In April 2004, Ms. Liggins went on disability leave after undergoing an emergency surgery. While she was out, Ms. Liggins was contacted numerous times by District Manager Karner, who required her to do work for Novartis while on leave.
Retaliation 188. Ms. Liggins filed her EEO Charge on or about January 28, 2005, in which she complained about the gender discrimination she experienced at Novartis. 189. On February 17, 2005, the Amended Class Action Complaint was filed, in which Ms. Liggins was named as a Class Representative. 190. In February and March 2005, Ms. Liggins began to experience increased hostility and scrutiny. For example, Goldschmidt told Ms. Liggins that other sales representatives, including Paul Binner, were speaking negatively about Ms. Liggins’ job performance. Even though Ms. Liggins told District Manager Karner that another sales representative, Binner, should not be permitted to evaluate her performance, District Manager Karner ignored Ms. Liggins’ complaints and allowed Binner’s conduct to continue. 191. Further, Goldschmidt scheduled lunch sessions with key accounts without informing Ms. Liggins. This unfairly disadvantaged Ms. Liggins because it prevented her from interacting with important doctors during those lunches. Ms. Liggins had to ask Goldschmidt to keep her in the loop.
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192. In March 2005, Goldschmidt also informed Ms. Liggins that Kathy, the administrative head at Ms. Liggins’ most valuable account, sent an e-mail stating her belief that Goldschmidt would be replacing Ms. Liggins as the sales representative for that clinic. Ms. Liggins had received no prior indication that she was being replaced and had certainly not communicated that to any of her accounts. When Ms. Liggins spoke with Kathy, Kathy informed her that a doctor at the clinic, Dr. Shah, had told Kathy that Goldschmidt was replacing Ms. Liggins. Upon information and belief, Goldschmidt, who had interacted with Dr. Shah earlier in the week, led Dr. Shah to believe that he was replacing Ms. Liggins.
193. The same week, another doctor with whom Ms. Liggins worked also asked her whether she was still the sales representative for his office or whether Novartis was trying to push her out of that role. Again, Ms. Liggins had not been aware that Novartis was considering replacing her in that office.
194. Ms. Liggins called District Manager Karner and Regional Director Kathy Kobe to request that they inform her if she was being replaced in her accounts.
195. However, each time that Ms. Liggins approached either District Manager Karner or Regional Director Kobe with an issue, they responded in an extremely belittling manner. For example, when Ms. Liggins contacted Regional Director Kobe about the rumors that Ms. Liggins was going to be replaced in her most important account, Kobe left a voicemail message for Ms. Liggins in which she stated in a condescending manner that Ms. Liggins did not embrace the team concept and that they needed to have a team building meeting.
196. At the end of March 2005, due to the stress Ms. Liggins was experiencing in her position at Novartis, her physician requested that she be permitted to go on medical leave.
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197. In approximately March 2005, Ms. Liggins began short term disability leave. To date, Ms. Liggins continues to be on short term disability leave.
G. LORI HORTON Background
198. Plaintiff Lori Horton (“Ms. Horton”) was hired by Novartis in approximately March 2002 as a sales representative in Novartis’ Richmond North District in Virginia, a position which she held until her resignation in April 2005. Ms. Horton filed an EEO Charge of Discrimination in approximately February 15, 2005, in which she complained about the gender discrimination she experienced at Novartis.
Denials of Promotion 199. In June 2004, Ms. Horton applied for a promotion to an Oncology Specialist position. Ms. Horton was denied the opportunity to interview for this position, which was awarded to a less qualified male applicant, Russell Emerson. 200. In August 2004, Ms. Horton requested that Novartis District Manager Mike Cunneen (“Cunneen”) consider her for enrollment in the Manager Development Program. District Manager Cunneen indicated that he would not consider Ms. Horton at that time. District Manager Cunneen never recommended Ms. Horton for the program. 201. However, less-qualified male employees with lower performance numbers than Ms. Horton are routinely granted entrance to the Manager Development Program, including Steve Goodwin, Chris Sims, Neal Levy and Drayton Wise.
Disparate Pay 202. In March 2004, Ms. Horton received a lower performance review than her male partner, Russell Emerson (“Emerson”), even though his performance was the same or worse than
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hers. Ms. Horton also received a less favorable review than another male coworker in her District, Mike Corvigno (“Corvigno”), whose numbers were far lower than hers. As a result, Emerson and Corvigno both received stock options and higher raises than Ms. Horton. Additionally, Emerson received an award of $500, which Ms. Horton was denied.
203. Upon information and belief, Ms. Horton received less compensation than similarly situated male employees.
Differential Treatment 204. Approximately three months after Ms. Horton began working for Novartis, District Manager Cunneen informed Ms. Horton and her partner, Emerson, that Cunneen was disappointed with the state of their territory. District Manager Cunneen gave them two months to improve their numbers. While Emerson had been working in the territory with another partner for approximately one year at that time, Ms. Horton, who had only recently started, was held responsible for, and unfairly pressured as a result of, Emerson’s and his previous partner’s performance. 205. When their numbers began to rise due to Ms. Horton’s efforts, District Manager Cunneen rewarded her male partner, Emerson, by encouraging him to apply for promotional opportunities. Conversely, Ms. Horton received no acknowledgement whatsoever from District Manager Cunneen.
Retaliation 206. On February 20, 2005, shortly after Ms. Horton filed her EEO Charge of Discrimination, District Manager Cunneen sent an e-mail to the district outlining district members’ individual accomplishments in 2004 and requesting people to vote for the district’s
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Most Valuable Player (“MVP”). The MVP award is an important national recognition given to recipients at a national Novartis meeting.
207. District Manager Cunneen’s e-mail showed that Ms. Horton finished first in the district in sales performance at 102% of her 2004 targeted payout. Counterparts Maria Monti (“Monti”) and Michael Corvigno (“Corvigno”) were the next highest performers after Ms. Horton, finishing at 95% of their 2004 targeted payout. Moreover, Ms. Horton had the highest regional and national rankings among her district coworkers, finishing the year ranked 26 out of 54 in the region and 91 out of 246 in the nation. Again, counterparts Monti and Corvigno were the next highest ranking district members after Ms. Horton, with a regional ranking of 33 out of 54 and a national ranking of 117 out of 246.
208. On February 28, 2005, approximately two weeks after Ms. Horton filed her EEO Charge, District Manager Cunneen sent out another e-mail to the district members. He also left a voice-mail which directed their attention to his e-mail. In the e-mail, District Manager Cunneen stated that, based on the selection criteria for the MVP, there were two candidates for the District MVP Award, Monti and Corvigno.
209. The e-mail also stated that position transfers after March 15, 2004 and before October 15, 2004, including transferring from the Respiratory Dermatology 1 group (“RD1”) to the Respiratory Dermatology 2 group (“RD2”), would render an employee ineligible for the award. Because Ms. Horton had transferred from RD2 to RD1 in July 2004, she was ineligible for the award.
210. However, Ms. Horton had never heard of this policy before District Manager Cunneen’s February 28, 2005 e-mail. No mention of the policy was made to Ms. Horton upon
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her transfer in July 2004. Moreover, as an RD1 and an RD2, Ms. Horton had the same products, the same physicians, the same manager and the same geographical territory.
211. On March 1, 2005, Ms. Horton discussed the issue with District Manager Cunneen. District Manager Cunneen told Ms. Horton that he and Regional Manager Steve Webb had attempted to appeal the policy but were unsuccessful. However, upon information and belief, Regional Manager Webb was on medical leave until approximately February 21, 2005.
212. Further, the two sales representatives whom District Manager Cunneen had designated as the only MVP candidates, Corvigno and Monti, informed Ms. Horton that they abstained from voting because it was clear that Ms. Horton was the only representative deserving of the award. Numerous other sales representatives also informed Ms. Horton that they had already submitted their votes in her favor when they received District Manager Cunneen’s February 28, 2005 e-mail and that they were very upset about having to change their votes because they felt Ms. Horton deserved the award.
213. Ms. Horton also began to be subjected to close scrutiny by her managers after the filing of her EEO Charge. For example, she began to receive numerous critical e-mails from District Manager Cunneen and other managers. In addition, when Ms. Horton was tardy in submitting sample signature forms, which occurs commonly among Novartis employees, District Manager Cunneen required her to write an explanation for her tardiness. She had never been required to do so before filing her EEO Charge. Upon information and belief, other employees were not subjected to similar strict requirements.
214. Because of the hostile work environment and discrimination she experienced at Novartis, Ms. Horton resigned in April 2005.
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H. HOLLY WATERS Background
215. Plaintiff Holly Waters (“Ms. Waters”) was hired by Novartis in approximately April 2002 as a sales representative in Novartis’ Maryland/District of Columbia territory. In early 2003, Ms. Waters became a Sales Consultant. On or about November 22, 2004, Ms. Waters was terminated from Novartis. Ms. Waters filed an EEO Charge in approximately February 2005, in which she complained about the gender discrimination she experienced at Novartis.
Denials of Promotion 216. In approximately May 2004, Ms. Waters became interested in applying for a promotion in specialty sales that had opened up in the District of Columbia. Ms. Waters was well-qualified for this position because her sales numbers were among the highest in her territory. Ms. Waters e-mailed District Manager Mike Cunneen (“Cunneen”) regarding her interest in the position. In order to apply, Ms. Waters had to notify District Manager Brian Campbell (“Campbell”). When Ms. Waters informed District Manager Campbell of her intention to apply for the promotion, Campbell discouraged Ms. Waters from applying and told her that he did not think she would be happy in the position. 217. Ms. Waters was later informed by a coworker, Brian Oliver, that District Manager Campbell had contacted District Manager Cunneen and told him that Ms. Waters was not qualified for the position and should not be considered. Upon learning this fact, Ms. Waters knew that District Manager Campbell had effectively precluded her from receiving the promotion, and, thus, she decided not to apply. A male employee received the Respiratory Dermatology promotion.
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Disparate Pay 218. Upon information and belief, Ms. Waters received less compensation than similarly situated male employees.
Hostile Work Environment 219. After District Manager Campbell became Ms. Waters’ direct supervisor in approximately October 2003, Campbell favored the male employees and was extremely hostile towards Ms. Waters. Further, District Manager Campbell failed to recognize Ms. Waters for her sales success, while equally or less qualified male employees were recognized. 220. During a national sales meeting in Las Vegas, Nevada, Ms. Waters became ill and had to see the Novartis physician. When Ms. Waters requested to lie down for an hour, District Manager Campbell interrogated her regarding her medical condition and diagnosis. 221. In May 2004, Ms. Waters learned that District Manager Campbell had told another District Manager, Kim Marsh, that Ms. Waters had been sick at the meeting because she had been drinking too much alcohol and was hung over. Also in May 2004, District Manager Campbell told Ms. Waters that she became sick at the meeting because she drank too much alcohol. Ms. Waters responded that that was not true and that she truly had a medical condition that was none of his business.
Pregnancy Discrimination 222. In approximately June 2004, Ms. Waters informed District Manager Campbell that she was pregnant. Also in June 2004, Ms. Waters began experiencing difficulties with her pregnancy and took four sick days. 223. In July 2004, District Manager Campbell met with Ms. Waters after a ride-along. District Manager Campbell informed Ms. Waters that she had been nationally chosen, not by
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him, to receive a salary increase for her high performance, leadership and customer focus. During the same meeting, District Manager Campbell accused Ms. Waters of incorrectly communicating with him regarding her days off in June, even though she had submitted documentation from her physician and sent an updated Vacation Tracker to him. District Manager Campbell claimed that policy required her to inform him of her days off via voice mail rather than e-mail. However, Ms. Waters had never before been informed of this policy.
224. During the meeting, District Manager Campbell became extremely hostile towards Ms. Waters, berated her and threatened that her job was on the line. For example, he commanded several times in a harsh manner, “Look at me when I’m talking to you!”
225. District Manager Campbell then wrote a code of conduct letter to Human Resources regarding the days that Ms. Waters had missed in June 2004. District Manager Campbell’s letter contained several inaccurate statements and, moreover, made no mention of Ms. Waters’ pregnancy difficulties as the reason for her missed days.
226. Further, Ms. Waters’ QTQ report for June 2004 revealed that, despite taking four sick days, Ms. Waters achieved the highest daily number of doctors’ calls in the district.
227. In July 2004, Ms. Waters filed a Human Resources complaint against District Manager Campbell. Carol Robinson in Human Resources informed Ms. Waters that, contrary to District Manager Campbell’s assertion, there was no Novartis policy that sick days had to be communicated by voice mail. However, Human Resources dismissed Ms. Waters’ complaint, advising her that she and District Manager Campbell should work their problems out amongst themselves.
228. In July 2004, Ms. Waters submitted a letter to Human Resources documenting the discussion she had had with Human Resources and correcting information that District Manager
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Campbell had written in his letter of conduct. Ms. Waters also sent the letter to District Manager Campbell and Regional Manager Joe Shupp.
229. In addition to continued difficulties with her pregnancy, Ms. Waters was experiencing a great deal of stress and migraine headaches and lost a significant amount of weight. Upon her doctor’s advice, Ms. Waters went on disability leave from approximately July 27, 2004 to approximately September 12, 2004.
230. When Ms. Waters returned in September 2004, District Manager Campbell’s hostility towards her continued. For example, when Ms. Waters attended a three day meeting in Baltimore in September 2004, District Manager Campbell spoke with other sales representatives but would not speak to Ms. Waters.
231. Further, even though her sales numbers were in the top 12% of the company, District Manager Campbell failed to acknowledge Ms. Waters’ strong performance. Ms. Waters did not receive the positive feedback that other male sales representatives were given. For example, in a Weekly Spotlight in September 2004, District Manager Campbell recognized a male employee for having the highest weekly market share for the product Diovan when Ms. Waters actually had the highest market share for that product.
232. In October 2004, District Manager Campbell conducted Ms. Waters’ mid-year review. Because of her high numbers, Ms. Waters received a positive review.
233. On October 25, 2004, District Manager Campbell rode along with Ms. Waters during her sales calls. During a doctor’s visit, in the course of the ride-along, Ms. Waters signed her doctor up for samples for the product Lamisil and scheduled a dinner.
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234. On or about November 22, 2004, Ms. Waters was abruptly terminated. District Manager Campbell accused Ms. Waters of falsifying the October 25, 2004 doctor’s visit as a sales call.
235. Ms. Waters was approximately seven months pregnant at the time of her termination.
236. Ms. Waters did not have low rankings or sales numbers. In fact, she was the highest-ranking sales representative in the district for all of her products and was the highestranking sales representative in the district and the region for her number one product, Diovan. In addition, Ms. Waters was ranked 13 out of 56 sales representatives in the region and 59 out of 456 in the nation.
237. Further, Ms. Waters had never been placed on a Coaching Plan or Performance Improvement Plan. District Manager Campbell had never mentioned to her any issues with her physicians’ calls, neither during the ride-along for which she was being terminated, nor subsequently.
Differential Treatment 238. Further, male employees were not held to such stringent standards. A male employee, Brian Oliver (“Oliver”), was also terminated in November 2004. However, Oliver had been placed on a PIP six weeks prior to his termination for his low sales numbers and was offered 10 weeks severance. Ms. Waters was not offered a severance. Further, while Ms. Waters was denied her bonus payment for the last trimester of 2004, which would have been her highest bonus ever at Novartis, upon information and belief, Mr. Oliver received his bonus for that trimester.
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239. District Manager Campbell clearly favored Ms. Waters’ male coworkers, including Eric Karlson (“Karlson”) and Bob Rudd (“Rudd”), even though Ms. Waters was among Campbell’s top performers. For example, District Manager Campbell frequently commented that Karlson, one of his new sales representatives, is “on his way to management.” Moreover, upon information and belief, Rudd frequently intentionally falsified physicians’ calls and instructed other sales representatives at meetings on techniques for falsifying calls.
240. Upon information and belief, Karlson was admitted into the Management Development Program (“MDP”) in January 2005. To be admitted into the MDP, a candidate is required to have at least two years with Novartis and rank in the top 20% of the company. Karlson did not meet either of these requirements but, nonetheless, District Manager Campbell allowed him to enter the MDP.
241. In December 2004, District Manager Campbell left a voicemail to his district members informing them that if they spoke with Ms. Waters or gave her any documents, they would be terminated as well.
I. WENDY PINSON Background
242. Plaintiff Wendy Pinson (“Ms. Pinson”) was hired by Novartis in approximately November 1999 as a sales representative in the Montgomery, Alabama sales district. Ms. Pinson continues to work as a sales representative for Novartis. Ms. Pinson filed an EEO Charge in approximately February 2005, in which she complained about the gender discrimination she experienced at Novartis.
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Denials of Promotion 243. In approximately late 2002, Ms. Pinson asked District Manager Larry Greer (“Greer”) about promotional opportunities. District Manager Greer told her that she could not be promoted because of her low numbers, even though he knew that all of the sales representatives in her territory had low numbers. District Manager Greer also knew that the low numbers were possibly attributable to factors outside of the sales force’s control, such as the existence of three separate Canadian mail order pharmacies in the Dothan Territory. In addition, District Manager Greer assigned Ms. Pinson a partner with no sales experience, leaving her with little chance of boosting her sales numbers. 244. On approximately February 9, 2005, Ms. Pinson asked District Manager Greer to consider her for the Management Development Program. Again, District Manager Greer told Ms. Pinson that she would not be considered because of her low numbers.
Disparate Pay 245. Upon knowledge and belief, Ms. Pinson was only given a small salary increase in 2004 while her male co-workers, who performed at the same or lower levels than she did, received much greater salary increases. 246. Upon information and belief, Ms. Pinson received less compensation than similarly situated male employees.
Differential Treatment and Hostile Work Environment 247. District Manager Greer advised Ms. Pinson that she did not qualify to receive reimbursement from Novartis for her MBA expenses because she was not among the highest ranking performers in the company. However, after checking with the Novartis benefits department, Ms. Pinson discovered that all Novartis salespeople are eligible for reimbursement,
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regardless of performance. When Ms. Pinson told District Manager Greer what she had discovered, Greer reluctantly signed her reimbursement paperwork.
248. Novartis’ district managers hold Ms. Pinson and other females to a higher standard than their male co-workers. For example, District Manager Spencer Davidson placed Krista Botop (“Botop”) on a Performance Improvement Plan (“PIP”) and then terminated her in approximately October 2004. Botop’s male partner, Chris Hudson, whose numbers were approximately the same, if not worse, than Botop’s, was not terminated or ever placed on a PIP.
249. In approximately March 2003, Ms. Pinson was berated by District Manager Greer because a doctor she was dating was not prescribing her brand of drugs in a high enough proportion to other brands. Ms. Pinson explained that the doctor considered it a conflict of interest to switch his patients who had already been prescribed other medications to a new drug because of his romantic relationship with Ms. Pinson. District Manager Greer told Ms. Pinson that other female sales representatives would have used the romantic relationship more successfully and that she should try harder.
250. On approximately August 21, 2003, Ms. Pinson called District Manager Greer and told him that she had a broken leg and had to take time off from work for surgery and recovery starting the next day. District Manager Greer’s response was hostile, and while Greer acknowledged that he did not have a choice in the matter, he advised Ms. Pinson that she really needed to be in the field.
251. Despite her recent surgery, Ms. Pinson attended a meeting in Montgomery on or about August 23, 2003. At the meeting, District Manager Greer saw that Ms. Pinson was on crutches and unable to perform sales calls. Nonetheless, later that day District Manager Greer left Ms. Pinson a voicemail advising her that Matt McNamara, the Regional Director, would be
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working with her on or about August 27, 2003. Ms. Pinson had to request a three week leave of absence to recover from her broken leg in order to avoid further work assignments from District Manager Greer that she obviously could not perform in her condition.
252. On or about January 24, 2005, District Manager Greer advised Ms. Pinson that he would be riding with her the next day. Ms. Pinson told District Manager Greer to call her when he was getting close to the city of Enterprise so they could arrange to meet. Instead, District Manager Greer proceeded directly to the Enterprise Medical Clinic. When District Manager Greer arrived at the clinic, he called Ms. Pinson and chastised her for not being there, even though they had not set a specific time to meet nor had he called Ms. Pinson ahead of time as she had requested.
253. When Ms. Pinson arrived at the clinic, District Manager Greer proceeded to criticize Ms. Pinson’s character and intelligence and told her that she was not motivated to succeed because she had married a doctor.
J. ROBERTA VONLINTEL Background
254. Plaintiff Roberta VonLintel (“Ms. VonLintel”) was hired by Novartis in approximately late 1998 as a sales representative in the Kansas City West region. In 2001, Ms. VonLintel was promoted to senior sales representative. Ms. VonLintel was terminated by Novartis in approximately July 2003. Ms. VonLintel filed an EEO Charge in approximately February 2005, in which she complained about the gender discrimination she experienced at Novartis.
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Disparate Pay 255. During her employment with Novartis, Ms. VonLintel discovered that her husband, a male Novartis coworker, was making a salary that was approximately $14,932.00 more than hers. Ms. VonLintel was paid a significantly lower salary despite the fact that she had 10 years more experience and higher performance evaluations than her male coworker. 256. Upon information and belief, Ms. VonLintel received less compensation than other similarly situated male employees.
Differential Treatment and Hostile Work Environment 257. Throughout her employment with Novartis, male employees were given more prestigious tasks and responsibilities than female employees. For example, male employees ran most of the sales meetings Ms. VonLintel attended and gave almost all of the presentations, while female employees were denied such opportunities. 258. Ms. VonLintel’s District Manager, Steve Papas (“Papas”), told her that Regional Director Ted Raad (“Raad”) had instructed Papas to falsify documents so that he could terminate Marlis Hiltgen and Natalie McDougal, two female sales representatives. District Manager Papas refused to falsify the documents and subsequently resigned from Novartis. K. ASHLEY NARMOUR
Background 259. Plaintiff Ashley Narmour (“Ms. Narmour”) was hired by Novartis in approximately June 2002 as an Account Manager in the Georgia market, which includes territories in Georgia, Alabama and Florida. In January 2005, she began working as an Account Manager in Novartis’ Southeast Market, which includes territories in Alabama, Georgia, South Carolina and Florida. She was constructively discharged from her position in February 2005.
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Ms. Narmour filed an EEO Charge in approximately April 2005, in which she complained about the gender discrimination she experienced at Novartis.
Differential Treatment and Hostile Work Environment 260. In 2004, Ms. Narmour began to be subjected to unreasonable scrutiny and invasive questioning when her supervisors, Ralph Booker (“Booker”) and Teri Hefner (“Hefner”), learned that she was getting a divorce and would be a single mother. 261. In November 2004, Managers Booker and Hefner made Ms. Narmour travel to Atlanta, Georgia to meet with them. During the meeting, they interrogated Ms. Narmour about her personal life, such as whether her extended family would be able to assist her with child care and whether her husband would be making child support payments after their divorce. 262. In January 2005, Ms. Narmour was asked to travel to Atlanta, Georgia and meet with Managers Booker and Hefner for the second time, where they again subjected her to the same invasive questions about her divorce and childcare arrangements. 263. In January 2005, Manager Hefner became Ms. Narmour’s direct supervisor. During a meeting, Manager Hefner again inquired about Ms. Narmour’s childcare arrangements and the status of Ms. Narmour’s divorce. 264. After that meeting, Manager Hefner placed Ms. Narmour on a Performance Improvement Plan, despite the fact that Ms. Narmour had received a rating of “exceeded expectations” from Booker on her Annual Performance Review on January 6, 2005. Further, Ms. Narmour’s sales numbers had consistently ranked in the top three out of the ten Account Managers in her territory. 265. Throughout January and February 2005, Manager Hefner continued to question Ms. Narmour’s ability to remain committed to her career given her new status as a single mother.
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Hefner also told Ms. Narmour that she would be closely watching her performance. Accordingly, Manager Hefner began to make excessive demands of Ms. Narmour, for example, requiring that she initiate the planning of extra programs on top of her regular duties, as well as submit to Manager Hefner weekly expense reports, weekly call reports, a sixty-day calendar, and then a ninety-day calendar. Further, Manager Hefner threatened to withhold Ms. Narmour’s expense reimbursements if any of these extra tasks were not completed.
266. Male employees’ personal lives and their childcare arrangements and responsibilities were not subjected to scrutiny by managers.
267. During a National Sales Meeting in Hollywood, California, Manager Hefner made hostile and offensive comments about Ms. Narmour’s appearance and intelligence, for example, commenting that she must be an “airhead” because she is blonde.
268. In February 2005, Ms. Narmour attempted to speak with Manager Hefner about her constant negative feedback and hostile treatment. When Ms. Narmour asked Hefner to stop pressuring her, Manager Hefner refused and, instead, once again commented on Ms. Narmour’s status as a single mother and expressed doubt abut Ms. Narmour’s ability to do her job.
269. On or about February 24, 2005, Manager Hefner met with Ms. Narmour in her territory. During the meeting, Manager Hefner stated that she did not believe Ms. Narmour could continue to perform her job duties because she was a single mother of three children who was going through a divorce. Even though Ms. Narmour had not violated any policies and her performance remained strong, Manager Hefner told her it would be better for Novartis if Ms. Narmour resigned from her position. Manager Hefner then suggested that Ms. Narmour seek employment that would not interfere with her family obligations. Because of this pressure from Hefner, Ms. Narmour resigned from Novartis in February 2005.
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Sexual Harassment 270. At a Nutrition National Sales Meeting in Chicago, Illinois, Market Director Jim Smith (“Smith”) asked Ms. Narmour to accompany him to his hotel room. When Ms. Narmour informed him that she was married, Market Director Smith responded that he too was married and that he did not mind if she did not mind. 271. On another occasion, at a National Sales Meeting in Palm Springs, California, a male employee asked Ms. Narmour whether she had any form of sexual protection with her. She later learned that his comment to her was an ongoing joke among male managers at Novartis. L. CATHERINE WHITE
Background 272. Plaintiff Catherine White (“Ms. White”) was hired by Novartis in approximately March 2001 as a Sales Representative in Los Angeles, California. She became a Sales Consultant in approximately February 2003 and held that position until her constructive discharge from Novartis in June 2004. Ms. White filed an EEO Charge in approximately March 2005, in which she complained about the gender discrimination she experienced at Novartis.
Denials of Promotion 273. In May 2004, Ms. White applied for a promotion to a Cardiovascular Specialty Sales position in the Southern California territory. Even though Ms. White was highly qualified for the position, the male district manager denied her application and selected a less qualified male sales representative instead. The male employee who received the promotion had previously left Novartis and, further, had lower sales numbers than Ms. White.
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274. In 2004, Ms. White also applied for Specialty Sales promotions in Washington, D.C. and in Houston, Texas. Each time, Ms. White’s applications were rejected with no explanation.
275. In 2002, after she qualified for President’s Club and was awarded the prestigious International Sales Award because her sales numbers ranked in the top .5% of all sales representatives in the United States, Ms. White approached District Manager David Moatazedi (“Moatazedi”) to request that he consider her for the Management Development Program (“MDP”). Completion of this program is necessary to advance into management positions at Novartis. However, District Manager Moatazedi informed Ms. White that he would not admit her into the MDP or support her interest in management training.
276. Ms. White later discovered that District Manager Moatazedi encouraged, and even pressured, less qualified male sales representatives into the MDP. Some of these male employees had not even expressed an interest in management training.
Differential Treatment and Hostile Work Environment 277. In 2002, Ms. White’s sales numbers were the highest in her district. Managers Mark Gunning (“Gunning”) and Moatazedi lowered the standards for the MVP sales award in order to give it to a less qualified male sales representative who had lower sales numbers than Ms. White. 278. Manager Gunning also frequently gave credit to Ms. White’s male counterpart, Dave Donner (“Donner”), for projects that Ms. White and Donner successfully completed as a team. Manager Gunning’s favorable treatment of Donner was also reflected in his performance reviews, in which Manager Gunning gave Donner positive feedback for those projects. Even
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though Ms. White was Donner’s counterpart and had contributed equally to the projects, Manager Gunning did not include the same positive feedback in her performance reviews.
M. KELLY CORBETT 279. Plaintiff Kelly Corbett (“Ms. Corbett”) was hired by Novartis in approximately May 2002 as a District Sales Manager in California. She held this position until her resignation in approximately March 2005. Ms. Corbett filed an EEO Charge in approximately April 2005, in which she complained about the gender discrimination she experienced at Novartis.
Disparate Pay 280. In 2004, Ms. Corbett finished the year ranked eighth out of ten district managers in her region, while two male employees, District Manager Perry Bongiani (“Bongiani”) and District Manager Joseph Colonello (“Colonello”), ranked below her in the ninth and tenth spots, respectively. Ms. Kelly was also the only district manager in her region who had two sales representatives promoted to specialty positions. 281. However, on their 2004 performance reviews, Regional Manager Dan Duhart (“Duhart”) gave District Managers Bongiani and Colonello a rating of 2-2 or higher, at least 35% salary increases and stock options. Despite performing better than these two male employees in 2004, Ms. Corbett received a lower rating of 1-2 from Regional Manager Duhart and was denied a salary increase and stock options. 282. Before the 2004 performance review, Ms. Corbett was never given any indication that her performance was less than satisfactory. In fact, her quarterly reviews and field reports indicated that her performance was excellent. Also, in previous years, Ms. Corbett had never received a rating below a solid 2-2.
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Differential Treatment 283. Because Ms. Corbett had evidence that lower performing male employees were unfairly given more favorable ratings and salary increases than she was, she put together a PowerPoint presentation to challenge her review. Ms. Corbett then approached her new Regional Manager, Gustavo Torres (“Torres”), with the presentation. Regional Manager Torres informed Ms. Corbett that it would take her two years to fully recover her career after the poor performance evaluation. Conversely, when male District Manager Jim Hanson received a 1-2 rating for two consecutive years, Regional Manager Torres offered to transfer him to the betterperforming Stockton District. 284. Regional Manager Torres also told Ms. Corbett that he had taken her presentation to Pam Harris (“Harris”), the Vice President of the sales division, and to Human Resources. Novartis never adequately addressed the disparity between Ms. Corbett’s 2004 performance evaluation and the evaluations of her male coworkers, and instead, Ms. Corbett was told that Vice President Harris would consider changing her rating only if she was able to improve the sales numbers in 2005 in the new geography to which she had recently been assigned. 285. However, in addition to the fact that Ms. Corbett was new to the geography, six of her ten sales representatives were new to the division, district and/or the geography, making it nearly impossible for her to improve the district’s sales numbers in a short time span. Further, the rating that Ms. Corbett was contending as unfair should have been based on the sales numbers for 2004, not 2005. 286. Ms. Corbett subsequently did rise in district ranking to seventh out of ten district managers in January 2005. Even though she had been told that her rating could be changed if
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her numbers improved in 2005, Ms. Corbett was never offered a change in rating. Meanwhile, District Manager Colonello remained the lowest ranking district manager in the region.
287. In March 2005, Ms. Corbett resigned from Novartis due to the unfair treatment she received in her performance review. After she notified Regional Manager Torres of her resignation, Ms. Corbett learned from his Administrative Assistant, Lovita Brewer (“Brewer”), that Regional Manager Torres had told Brewer he was expecting Ms. Corbett’s resignation.
Sexual Harassment 288. Regional Manager Dan Duhart (“Duhart”) frequently made sexually inappropriate comments about Ms. Corbett’s breasts. For example, at a meeting in January 2005, Regional Manager Duhart discussed her breasts in the presence of approximately five Novartis employees, including Ms. Corbett’s sales representative, Lino Cortina. Also in January 2005, Regional Manager Duhart told Ms. Corbett that her breasts looked great in front of other Novartis employees, including another one of her sales representatives, Marina Edler (“Edler”). 289. Regional Manager Duhart also subjected other female employees to sexual harassment. For example, sales representative Edler attended a specialty division business dinner during which Regional Manager Duhart subjected her to extremely inappropriate treatment by speaking in sexually explicit terms. After this incident, Ms. Edler stated that she was not willing to attend anymore dinner functions with Regional Manager Duhart. Ms. Corbett became aware of this incident when Regional Manager Duhart was preparing to leave Novartis for a position with another company. 290. Further, Ms. Corbett witnessed the sexually charged atmosphere at Novartis when Regional Manager Duhart gave Edler a higher raise than other employees with better performances. Even though Ms. Corbett gave Edler a 2-2 performance evaluation and
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recommended an approximately 2% salary increase for her, Regional Manager Duhart retroactively increased her raise to 5.5%. It is extremely unusual for Regional Managers to change a sales representative’s salary increase by such a high margin. Meanwhile, two of Ms. Corbett’s other employees who had received 2-3 performance evaluations were not awarded such high raises. Because of the inappropriate manner in which Regional Manager Duhart treated Edler, Ms. Corbett believed that he determined Edler’s raise based on his sexual attraction to her.
291. Regional Manager Duhart also informed Ms. Corbett and other District Managers, in a joking manner, that a female manager with whom he had previously worked at another pharmaceutical company had filed a sexual harassment complaint against him. Upon information and belief, Regional Manager Duhart has also had a female manager at his new company complain about his unfair employment practices.
292. Another female sales representative, Jessica Ellers, who was formerly a member of Ms. Corbett’s district and later transferred to District Manager Mike Ruberio’s team, was subjected to sexual harassment by District Manager Ruberio. During a ride-along with Ms. Ellers, District Manager Ruberio informed her that he had a vasectomy and, therefore, it would be safe for them to have a sexual relationship. Ms. Corbett learned of this incident only after Ms. Ellers resigned from her position at Novartis. District Manager Ruberio also left Novartis with Regional Manager Duhart and, upon information and belief, they currently work together at another company.
N. SUE EARL Background
293. Plaintiff Sue Earl (“Mrs. Earl”) was hired by Novartis in approximately July 1991 as a Long-term Care sales representative. She subsequently became an Acute Care
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Account Manager and also served in the roles of Field Sales Trainer and member of the Market Advisory Board. Mrs. Earl worked for Novartis in New York, New Jersey and Pennsylvania. She was constructively discharged from Novartis in March 2005. Mrs. Earl filed an EEO Charge in approximately May 2005, in which she complained about the gender discrimination she experienced at Novartis.
Denials of Promotion 294. In approximately 2002, while Mrs. Earl was working in Acute Care, Novartis created an Acute Care “Associate Director” position, in which Mrs. Earl was extremely interested. Her manager, Ken Notaro (“Notaro”), considered Mrs. Earl his leading candidate for the position. However, when Mrs. Earl interviewed with Eastern Regional Account Manager John Hawkins (“Hawkins”), he told her that he was hesitant to promote her because she was in the Pennsylvania district, which was not performing well. Mrs. Earl explained that she had been transferred to the Pennsylvania district only several months before the interview, having previously worked very successfully in the high-performing New York district. Regional Manager Hawkins nonetheless continued to object to Mrs. Earl’s promotion. 295. That evening, Regional Manager Hawkins left Mrs. Earl a voicemail message stating that they had reached a decision and he had good news to share with her. When Mrs. Earl spoke with Regional Manager Hawkins, however, he informed her that a male employee, Dan Cullman (“Cullman”), received the promotion. Cullman worked in Corporate Accounts and did not have relevant experience for the position. When Mrs. Earl pointed out that Cullman lacked Acute Care knowledge, as Regional Manager Hawkins was well aware, Regional Manager Hawkins told her that he was counting on her to train Mr. Cullman in his new position.
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296. At a meeting shortly afterwards, numerous other employees joked that Mrs. Earl did not receive the promotion because she did not “have a penis.” Following this denial of promotion in 2002, Mrs. Earl continued to excel in her new district and, in fact, was ranked the top sales representative in the country in 2003.
297. Mrs. Earl complained to Human Resources about being denied the Acute Care Associate Director promotion, but to her knowledge, Human Resources took no action in response to her complaint.
298. In addition, when Mrs. Earl expressed her interest in a position in the Home Care division to Regional Manager Hawkins, he pointed out that the position required a great deal of travel and commented that the travel would not suit Mrs. Earl well because she had four children. Upon information and belief, managers did not prevent male employees from advancing their careers with Novartis because they had children.
Disparate Pay 299. In 2002, Mrs. Earl was one of approximately four employees who received the Career Achievement Award for being an “advanced” performer who had ten or more years with the company. At the meeting during which Mrs. Earl collected this award, Vice President Rob Harrington (“Harrington”) asked her whether she noticed that she was the only female on stage. 300. Further, at the end of 2002, Mrs. Earl’s performance was rated “solid,” even though she had received the Career Achievement Award for her advanced performance. Sales representatives received ratings of “needs improvement,” “solid,” “advanced,” or “exceptional.” Had Mrs. Earl received the “advanced” rating that she clearly deserved, she would have been entitled to an additional $30,000 in commission. However, because she was rated “solid,” Mrs. Earl was denied the $30,000 commission.
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301. In 2003, Mrs. Earl was ranked the number one sales representative in the country. However, Regional Manager John Hawkins selected a lower ranking male employee as the “exceptional” performer. As a result, this male employee received an additional $10,000 that Mrs. Earl was denied.
Pregnancy Discrimination 302. In approximately 1997, Mrs. Earl became pregnant. Before her pregnancy, Mrs. Earl served the role of Field Sales Trainer. As a Field Sales Trainer, she had greater responsibilities, including training other sales representatives, and was supposedly being groomed for management positions. Even though the Field Sales Trainer role was supposed to be a two year rotation, Mrs. Earl was removed from the role after only one year when she became pregnant. Mrs. Earl was prematurely removed from the role because she was going to be taking maternity leave. 303. During Mrs. Earl’s pregnancy, Vice President Harrington rode along with her. While Mrs. Earl was ready to begin working at approximately 7:30 a.m., Vice President Harrington did not arrive until approximately 8:30 a.m., at which time they began the day. During the ride along, Mrs. Earl mentioned to Vice President Harrington that she was pregnant. Harrington ended the ride along in the early afternoon, telling Mrs. Earl that he had to end the day early in order to catch a flight. However, after the ride along, Vice President Harrington wrote a memo to management stating that he was trying to analyze why employees were not able to make five calls per day and that, after riding along with a sales representative, he determined it was because employees were starting their days late and ending early. Because other managers inquired as to which sales representative was being referenced in Vice President Harrington’s memo, Mrs. Earl’s reputation was unfairly tarnished.
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Differential Treatment and Hostile Work Environment 304. After Dan Cullman received the Acute Care Associate Director promotion that Mrs. Earl was denied, he favored male employees and subjected female employees to harsher treatment. For example, Cullman harassed Mrs. Earl for being approximately one minute late to a meeting, even though he had shown up one and a half hours late to a meeting on another occasion. 305. Further, because of his lack of relevant experience, Cullman was unable to competently perform his job as Acute Care Associate Director. Upon information and belief, several female employees attempted to get Cullman removed from his position due to his incompetence. 306. In March 2005, a female candidate for a position at Novartis confided in Mrs. Earl that the male manager with whom she had interviewed inappropriately interrogated her about her personal life, for example, asking her when she planned on having children. 307. Mrs. Earl contacted Human Resources on several occasions to complain about the discrimination she was experiencing. After the first time she contacted Human Resources, in approximately 2002, it became common knowledge among her coworkers and managers that she had complained. Mrs. Earl believed that she was singled out by Regional Manager Hawkins as a result of her complaint to Human Resources. Regional Manager Hawkins made threatening comments, such as telling Mrs. Earl that she could go to Human Resources, but that Human Resources works for him. 308. In addition, many of Mrs. Earl’s female coworkers confided in her that Regional Manager Hawkins frequently touched them in a way that made them uncomfortable, including touching their hair and putting his arm around them.
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O. JAMIE HOLLAND Background
309. Plaintiff Jamie Holland (“Ms. Holland”) was hired by Novartis in April 2000 as a Senior Sales Consultant in Baltimore, Maryland and Washington, D.C. In September 2001, Ms. Holland was transferred to Wilmington, Delaware to work as an Executive Sales Consultant and she continued to hold that position until her resignation in August 2004. Ms. Holland filed an EEO Charge in approximately June 2005, in which she complained about the gender discrimination she experienced at Novartis.
Denials of Promotion 310. In May 2004, Ms. Holland was denied entry into the Management Development Workshop (“MD1”), which is necessary to advance into management positions at Novartis. Ms. Holland was told that she could not enter the June 2004 MD1 training course because of her current sales numbers. However, her enrollment in the training had previously been based on sales numbers from 2003, during which Ms. Holland was in the top 50% of the company and received a “superior” performance rating. 311. Upon information and belief, male sales representatives who had lower sales numbers than Ms. Holland and who did not consistently perform within the top 50% of the company were admitted into management development training. For example, Nick Fineman, whose sales numbers were in the bottom 20% of Novartis in 2004, was allowed entry into the Management Development Program (“MDP”). 312. At a December 2003 training session in Tampa, Florida, a female sales representative, Becky Maher (“Maher”), who was attempting to complete the MDP, told Ms. Holland that she would likely not be admitted into the MDP because she had young children.
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Maher, who also had young children, was experiencing extreme resistance from her managers about completing the MDP.
313. In June 2004, Ms. Holland applied for a specialty sales position in Oncology, but her application was denied. However, Adrian Hawkins, a male employee with a similar performance record to Ms. Holland, was promoted to an Oncology specialty sales position in 2004.
Sexual Harassment 314. Ms. Holland was routinely subjected to offensive, sexually explicit comments about women, including female employees in the district, by District Manager Brian Aiello (“Aiello”). For example, at a meeting, District Manager Aiello made sexual jokes and referenced drug use. 315. In January 2003, District Manager Aiello discussed a recently hired female sales representative and described her physical attributes as a factor which helped in her hiring for the job at Novartis. 316. Also, on numerous occasions, District Manager Aiello showed Ms. Holland sexually offensive material on his computer. 317. In August 2004, Ms. Holland submitted a complaint about District Manager Aiello’s conduct to Human Resources. However, the Senior Care Human Resources Representative told Ms. Holland that no disciplinary action would be taken against District Manager Aiello unless he was physically threatening or had physically harmed Ms. Holland. Because of these requirements, Ms. Holland was unable to pursue her complaint.
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Hostile Work Environment 318. District Manager Aiello routinely treated Ms. Holland in a degrading manner, including making hurtful comments about her weight in front of other employees. On one occasion, District Manager Aiello joked that Ms. Holland looked as though she were nine months pregnant, even though he knew that she was not pregnant. 319. When District Manager Aiello became angry with Ms. Holland, he made threatening comments to imply that she could lose her job with Novartis. District Manager Aiello also made comments to Ms. Holland’s customers, including doctors and their staff, about firing Ms. Holland 320. Additionally, District Manager Aiello often bragged about terminating all of the minority employees on his sales team during his two years as the Area Sales Manager. Moreover, he openly discussed the reasons why he fired them, for example, commenting on their stupidity. After firing one African American female employee, District Manager Aiello told other sales representatives that the African American female employee was disgusting and black and that “her car was full of chicken bones.” 321. District Manager Aiello also complained about receiving applications from “diversity” candidates and often refused to grant them interviews. P. JOAN DURKIN
Background 322. Plaintiff Joan Durkin (“Ms. Durkin”) was hired by Novartis in approximately 1997 as a sales representative in North Illinois. Ms. Durkin subsequently became a Sales Consultant, a Senior Sales Consultant, an in-house Trainer and worked in Executive Sales. She resigned from Novartis in February 2005. Ms. Durkin filed an EEO Charge in approximately
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May 2005, in which she complained about the gender discrimination she experienced at Novartis.
Pregnancy Discrimination 323. Ms. Durkin took maternity leave in 2001 and 2003. Upon returning from her maternity leave on both occasions, Ms. Durkin’s supervisors harassed her about how her sales numbers had dropped while she was on leave, informed her that she was responsible for her sales numbers and stated that it did not matter that she had been out on Family Medical Leave. 324. Upon information and belief, another female sales representative who returned from maternity leave in December 2003, at approximately the same time as Ms. Durkin, was also harassed about her sales numbers immediately upon returning. 325. In July 2003, shortly before Ms. Durkin went out on leave for the birth of her second child, District Manager Matthew Gilke (“Gilke”) began assigning her additional tasks. In addition, in September 2003, Ms. Durkin learned that District Manager Gilke had criticized her sales performance and made inaccurate statements about her sales calls to other sales representatives during a meeting. 326. Another female employee who had worked for District Manager Gilke, Barb Ziols (“Ziols”), informed Ms. Durkin that when Ziols was in the Management Development Program, District Manager Gilke had given her instructions on how to manage sales representatives who were planning to take maternity leave. Specifically, District Manager Gilke explained to Ziols that the Novartis maternity leave policy is a “good deal” and that managers should put pressure on sales representatives before they go out on maternity leave to prevent them from becoming “lazy.”
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327. Also in 2003, Ms. Durkin attended a meeting held by male Regional Director Conrad McCrary (“McCrary”), to which he invited a guest “motivational speaker” to speak to the sales representatives in Ms. Durkin’s region about job performance and increasing sales. However, throughout his speech, Regional Director McCrary’s speaker made offensive and degrading comments about women and “one night stands.” No disciplinary action was ever taken against Regional Director McCrary for this situation.
328. From December 2003 to April 2004, Ms. Durkin worked a part-time schedule of two days per week while remaining on Family Medical Leave. In February 2004, Ms. Durkin was asked to meet with Regional Director McCrary. At the meeting, Regional Director McCrary pressured Ms. Durkin to return to work full-time asked her whether she remained committed to her job with Novartis.
329. Ms. Durkin later learned that on that same day two other sales representatives, who had recently returned from maternity leave, were also asked to attend similar meetings with Regional Director McCrary in which he inquired about their commitment to their jobs.
330. In March 2004, Ms. Durkin’s new District Manager, Danielle Schneider-Falk (“Schneider-Falk”), constantly inquired about Ms. Durkin’s child care arrangements.
331. When District Manager Schneider-Falk rode along with Ms. Durkin on sales calls, her demeanor was critical, hostile, and intimidating.
332. District Manager Schneider-Falk also demanded that Ms. Durkin attend a weeklong training session in New Jersey in March 2004 and a week-long sales meeting in Las Vegas, Nevada in April 2004 even though she was still on Family Medical Leave and working a parttime schedule at that time.
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333. In May 2004, Ms. Durkin sought therapy because she was suffering from migraine headaches and anxiety as a result of the stress she was experiencing at work.
334. In approximately June 2004, District Manager Schneider-Falk put Ms. Durkin and another female employee with children on Performance Coaching Plans, which required them to report to her on a monthly basis.
335. Ms. Durkin’s counterpart, Michelle Kintner (“Kintner”), had not taken maternity leave at Novartis, had lower sales numbers than Ms. Durkin did and, further, had not received the numerous awards and recognitions that Ms. Durkin had received. However, upon information and belief, Kintner was never placed on a Performance Coaching Plan.
336. In approximately January 2005, Ms. Durkin was “mis-aligned” into the Chicago North territory, which is a one and a half hour commute from her home. Her supervisors informed her that they would not transfer her to a closer territory, and explained that if a position became available, she could then apply to be transferred.
337. Subsequently, Ms. Durkin attempted to transfer out of the Chicago North District but was denied that opportunity. In February 2005, Ms. Durkin resigned her position with Novartis.
Q. SIMONA LOPES Background
338. Plaintiff Simona Lopes (“Ms. Lopes”) began working for Novartis in New York in approximately June 2001 as a contract employee with the company Innovex. In April 2002, the contract between Innovex and Novartis ended and the highest-performing Innovex employees were rolled over to Novartis. Because of her strong sales performance, Ms. Lopes became a Novartis sales representative. She then became a sales consultant in March 2003. Ms.
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Lopes resigned from Novartis in April 2004. Ms. Lopes filed an EEO Charge in approximately May 2005, in which she complained about the gender discrimination she experienced at Novartis.
Denials of Promotion 339. In the summer of 2002, Ms. Lopes expressed her interest in advancing to a specialty sales position to her manager, Adrienne Savino (“Savino”), who encouraged Ms. Lopes to apply for specialty positions online. 340. Towards the end of the summer of 2002, Ms. Lopes applied for a Cardiovascular specialty sales promotion in Brooklyn, New York. Ms. Lopes was denied the promotion, even though she was already experienced in selling cardiovascular drugs, Lotrel and Diovan. Further, in 2002, Ms. Lopes had achieved constant growth, risen to the top 10% of sales representatives nationwide, and received the division’s MVP award. 341. Timothy Waters (“Waters”), a male employee with fewer years of sales experience and sales numbers that were equal to or worse than Ms. Lopes’ numbers, received the Cardiovascular promotion in Brooklyn. Further, Ms. Lopes was told that she was not eligible for the promotion because she had not worked for Novartis for two years. However, Waters had been rolled over to Novartis from Innovex at the same time that Ms. Lopes had, yet this time constraint did not prevent Waters from being promoted. 342. In the fall of 2002, Ms. Lopes ran into Waters at a doctor’s office during a call. When she asked him how he was promoted to the Cardiovascular position even though he had also come to Novartis from Innovex in April 2002, Waters told her that Novartis had made an “exception” for him and that Regional Director Dominick DeCindio told him not to discuss the matter with anybody.
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343. In approximately August 2003, Ms. Lopes applied again for a Cardiovascular specialty sales position, and once again, she was told that she was not eligible for the promotion because of the two-year rule, even though Novartis had made an exception to this rule for a less qualified male employee. Further, Novartis had already made Ms. Lopes a sales consultant in March 2003, which is a change in rank that is awarded to Novartis employees after they have been working for the company for two years.
344. In approximately January 2004, Ms. Lopes applied and interviewed with a male manager, Theodore Prokou, for a Gastroenterology specialty sales position but was again denied the promotion and was told that her denial was based on the two-year rule. A male employee, Patrick McDermott, was promoted to that position.
345. In approximately July 2004, Ms. Lopes applied for another Cardiovascular Specialty Sales opening in the Manhattan South territory. In August 2004, Ms. Lopes interviewed with a male manager, James Clemons (“Clemons”), for the promotion. Not only had she officially worked for Novartis for more than two years at that time, but she also knew the territory and the cardiovascular products very well. However, Manager Clemons rejected Ms. Lopes’ application for the Cardiovascular promotion and told her that he had selected a male candidate from outside the company who was “more appropriate” for the position.
346. After being denied this promotion, Ms. Lopes continued to excel in her sales numbers. In November 2004, Ms. Lopes was ranked number 8 out of 126 sales representatives in the area and 111 out of 522 in the nation.
347. In November 2004, while making business-related calls during working hours, Ms. Lopes was in a car accident in which another driver rear-ended her car. Ms. Lopes suffered
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a back injury in the accident, had to undergo surgery in December 2004, and went on disability leave until January 2005. She did not receive worker’s compensation for the injury.
348. While Ms. Lopes was on leave in December 2004, she learned that Novartis underwent a realignment and that she was assigned to a new division, a new territory, a new manager and new products. While Ms. Lopes was on disability, she had to perform work-related duties, for example, taking tests to evaluate her knowledge for two of her new products.
349. In January 2005, Ms. Lopes learned that a position was open in her old division and territory. She requested to transfer to that position, because she was already familiar with the products and had relationships with the doctors, but her transfer request was denied.
350. When Ms. Lopes returned to work in January 2005, she spoke with her new manager, Andy Surtz (“Surtz”), at a district planning meeting regarding her interest in advancing to a specialty position. Although Manager Surtz initially said he would support Ms. Lopes, when she requested that Manager Surtz work with her to develop a written plan for her development, he began to treat her in a rude manner and told her that she should focus on her new products.
351. Ms. Lopes also attempted to discuss with Manager Surtz her upcoming leveling to the senior sales consultant rank, which was supposed to occur in September 2005. Even though Ms. Lopes had finished 2004 in the top 10% of all sales representatives in the nation, Manager Surtz told her that the leveling depended not only on her sales performance, but also on administrative duties, and that they would discuss it further at the end of the year.
352. In approximately February 2005, Ms. Lopes learned that the Metabolic/Bone specialty division was going to be expanded in May and would have several openings for specialty positions. Ms. Lopes submitted her resume to Executive Director Sharon Larrison (“Larrison”), Andrea Waterhouse, and Dennis Taipina and informed all of her managers,
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including Manager Surtz, that she had applied. Ms. Lopes then received a voicemail message from Manager Surtz stating that he needed to speak with her. When Ms. Lopes returned Manager Surtz’ phone call, he was extremely upset with her for submitting her resume and listing his name as a reference on her application without speaking with him first. Further, Manager Surtz told Ms. Lopes that she should stop seeking a promotion and focus on her current job instead. However, only one month earlier, Ms. Lopes had clearly expressed her interest in specialty sales to Manager Surtz and he had stated that he would support her.
353. Ultimately, Executive Director Larrison e-mailed Ms. Lopes and informed her that, although Larrison had put Ms. Lopes’ resume on file, Novartis was seeking candidates with institutional experience for the Metabolic/Bone positions. Because Ms. Lopes’ efforts to be promoted to specialty positions at Novartis had consistently been denied, she did not have institutional experience.
Disparate Pay 354. Ms. Lopes received a lower salary than less qualified male employees. For example, she learned from a male colleague, Syed Tehsin, who had only been working in pharmaceutical sales approximately two years, that he was making a salary of approximately $63,500. In contrast, after Ms. Lopes had worked for Novartis for five years, her salary at the time that she left was only $61,200.
Hostile Work Environment 355. In April 2003, Ms. Lopes began suffering from personal and medical problems, for which she had to go to the hospital. Her medical problems included severe depression, which was instigated by the numerous obstacles she was facing in advancing her professional career with Novartis. Ms. Lopes was on disability leave for a total of approximately 12 or 13 weeks in
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2003. Despite her time out of territory, her numbers remained strong and constant throughout the year.
356. However, in early 2004, when Ms. Lopes met with her supervisor, Adrienne Savino (“Savino”), for her 2003 annual performance review, she only received a rating of “Meets Expectations.” Prior to that, in 2002, she had received a rating of “Exceeds Expectations.” Manager Savino told Ms. Lopes that her rating was low because she had been on leave.
357. Manager Savino also wrote in Ms. Lopes’ review that she needed to notify Savino when she planned on taking a sick leave. Ms. Lopes informed Manager Savino that she had not planned on taking leave, but rather, had to go to the emergency room due to a medical emergency. Further, while Ms. Lopes was on leave, she had made an effort to keep Manager Savino updated on her situation.
358. Manager Savino continued to be extremely critical of Ms. Lopes when riding along with her in the field. On one occasion when Ms. Lopes asked Manager Savino whether she was trying to fire her, Manager Savino told Ms. Lopes that she was not, but that she was also trying to be promoted and thus had to follow her boss’s directions. Upon information and belief, Manager Savino was being pressured by and receiving directions from male Regional Director Dominick DeCindio and male Vice President Frank Arena.
359. Ms. Lopes’ new manager after the November 2004 reorganization, Manager Surtz, was also extremely critical of Ms. Lopes during ride alongs. He constantly criticized her sales skills, assigned her “home work,” and treated her as if she was a beginner in the sales industry. Conversely, Manager Surtz was good friends with the male employees, including Paulo Nolasco and Frank Manolios, and did not treat them in such a critical manner. Both these male employees were admitted into management development training.
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360. Further, Manager Surtz tried to pressure Ms. Lopes into breaking Novartis policy by giving samples to a doctor who was not officially part of her territory. Although this doctor wrote a lot of prescriptions for the company, he only worked in Ms. Lopes’ territory one day each week, and thus, he did not appear on her computer as a doctor she could call on. Ms. Lopes refused to give in to Manager Surtz’ demands because she believed that he was asking her to violate Novartis policy for which she could be fired.
361. Because it was clear that Novartis would not allow Ms. Lopes to advance her career, she decided to search for a specialty position outside of the company. After having secured a specialty position with another pharmaceutical company, Ms. Lopes resigned from Novartis. When she was returning her company car and some other Novartis materials to Manager Surtz, he began to search through her personal belongings and bags. Manager Surtz then asked Ms. Lopes what she was stealing from Novartis. Ms. Lopes was extremely embarrassed by his rude behavior and lack of professionalism.
R. MARYANNE JACOBY Background
362. Plaintiff Maryanne Jacoby (“Ms. Jacoby”) was hired by Sandoz as a sales representative in San Francisco, California in approximately January 1996. Shortly after Ms. Jacoby was hired, Sandoz merged with Ciba-Geigy to become Novartis. In September 1997, Ms. Jacoby began working in Oregon and Washington. Ms. Jacoby then became a sales consultant in 1998 and a senior sales consultant in 2000. In 2001, Ms. Jacoby became a Respiratory/Dermatology specialty senior sales consultant and she continued to hold this position until her resignation from Novartis in February 2004.
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Denials of Promotional Opportunities 363. In 2002, Ms. Jacoby requested to be considered for the Management Development Program (MDP). The MDP training is necessary to advance into management positions at Novartis. However, Ms. Jacoby was denied entry into the MDP and was given a variety of reasons for this denial, including that her sales numbers were not high enough and that she was not visiting enough doctors. 364. Ms. Jacoby also often expressed to her district manager, George Bretz (“Bretz”), her interest in receiving training to prepare and lead sales meeting presentations. These presentations are intended to help sales representatives cultivate relationships with physicians and increase their sales numbers. However, District Manager Bretz repeatedly told Ms. Jacoby that he did not want to burden her with this training or that she did not need this experience as much as other sales representatives. Instead, District Manager Bretz consistently chose male sales representatives to lead sales meetings and presentations.
Disparate Pay 365. In 2003, District Manager Bretz denied Ms. Jacoby a merit increase because he claimed that her sales numbers were low. However, the 2002 year-end data reflected that Ms. Jacoby had an overall total year-to-date sales achievement of 126%, for which she was given a commission check. Further, Ms. Jacoby’s male counterpart, Howard Bee (“Bee”), was awarded a merit increase even though his sales numbers were comparable to Ms. Jacoby’s.
Hostile Work Environment 366. While Ms. Jacoby was working for Bretz from 2002 until 2004, District Manager Bretz also constantly threatened and intimidated her and subjected her to hostile treatment when he rode along with her during sales calls.
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367. During a telephone conference in October 2002, Ms. Jacoby complained about District Manager Bretz’ behavior to his manager, Rich Burns, and to Carol Zimmerman and Chris Esposito of the Human Resources Department. However, no corrective action was taken and Ms. Jacoby continued working for District Manager Bretz.
368. In late August 2003, District Manager Bretz was physically violent, verbally abusive, and threatening towards Ms. Jacoby while riding with her in her company vehicle. District Manager Bretz’ conduct traumatized Ms. Jacoby to such an extent that her physicians diagnosed her with Acute Stress Disorder, and on August 25, 2003, she went out on disability leave.
369. After this incident, Ms. Jacoby filed written documentation and had many phone conversations with Carol Zimmerman and Catherine Betts-Doherty in Human Resources, the Novartis company doctor, and District Manager Bretz’s direct supervisor, John Hjorth.
370. Even though Ms. Jacoby’s physicians noted that working under District Manager Bretz was a permanent restriction, Novartis refused to transfer her to another district and demanded that she continue working for Bretz.
371. District Manager Bretz routinely treated Ms. Jacoby’s male coworkers favorably. Ms. Jacoby’s counterpart, Howard Bee, was never subjected to the hostility and criticism to which she was subjected by District Manager Bretz. Further, in June 2002, District Manager Bretz allowed Bee, who had only been with Novartis for approximately three months, to ride along with a high ranking Xolair brand manager and to speak with him about Elidel, a drug that Ms. Jacoby was specializing in. District Manager Bretz also requested that Bee meet with one of Ms. Jacoby’s clients, Dr. Baker, upon whom she had been calling for approximately one and a half years.
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372. In addition, District Manager Bretz constantly ordered Ms. Jacoby to “pick up the slack” and told her that it was not fair to make her male team members, such as Bee, Quinn Higgins, and Lloyd George, work late-night and weekend sales programs that kept them from their families.
373. Moreover, District Manager Bretz would rarely recognize Ms. Jacoby for her sales accomplishments, and instead, often rewarded Bee and other male employees for their performance. Specifically, District Manager Bretz consistently gave gift card awards to the male employees during sales meetings.
374. District Manager Bretz also often asked Lloyd George (“George”), a male employee, to run meetings and presentations on the drug Lamisil, for which Ms. Jacoby was also a designated expert. Even though Ms. Jacoby had started working for Novartis approximately six to eight months before George and they were both President’s Club winners in 1997 and were both considered “Lamisil experts,” District Manager Bretz always praised George for his overall job performance and considered him the sole expert for Lamisil.
375. George was also given extra perks that Ms. Jacoby was denied. For example, Bretz, former district manager Brad Walton and regional manager Rich Burns (“Burns”) allowed George to upgrade his company car with leather seats. District Manager Bretz also sent George and his wife to San Francisco, California for a sales convention, even after Novartis had communicated to the sales representatives that they were not allowed to work at exhibits or programs out of their territories or even out of state.
Retaliation 376. Following Ms. Jacoby’s initial complaint about Bretz and his behavior on the teleconference call with Regional Manager Burns and Human Resources in 2002, Ms. Jacoby
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was harassed, intimidated with constant threats of being fired and subjected to degrading and demeaning comments and verbal abuse. Moreover, after her complaint, Bretz never recognized Ms. Jacoby for her work and instead regularly threatened to place her on a Performance Improvement Plan.
377. In addition, Ms. Jacoby believed that Novartis’ Human Resources was wholly unsupportive and failed to take remedial action regarding her complaints.
Sexual Harassment 378. During a teleconference, District Manager Bretz and another male employee, Quinn Higgins, made offensive remarks about a female doctor whom they had met at a physician’s office, for example, discussing how they had offered to pay the doctor $5.00 to watch her turn her shirt around because she had been wearing it inside out. S. MARTA DEYNE
Background 379. Plaintiff Marta Deyne (“Ms. Deyne”) was hired by Novartis in approximately September 2000 as a Gastrointestinal specialty sales representative in New Jersey. In June 2001, Ms. Deyne was transferred to the position of Respiratory/Dermatology specialty sales representative in New Jersey. In August 2002, she was then transferred back to her previous position of Gastrointestinal specialty sales representative. In August 2004, Ms. Deyne was transferred to the Novartis Hospital Division in New York, New York as a Hospital Associate, and in September 2004, she became a Hospital Specialist in the Hospital Division in New York, New York, which is the position that she continues to hold to the present. Ms. Deyne filed an EEO Charge in approximately June 2005, in which she complained about the gender discrimination she experienced at Novartis.
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Denials of Promotions 380. When Ms. Deyne was hired by Novartis in 2000, she told Cindy Patton (“Patton”), her manager in the Gastrointestinal Department, that she eventually wanted to become a manager at Novartis. When Patton told Ms. Deyne that organizing district sales meetings would be a good start to begin preparing to become a manager, Ms. Deyne successfully organized a meeting in Newark, New Jersey without any assistance from her co-workers. 381. When the Gastrointestinal team dissolved and Ms. Deyne was transferred to the Respiratory/Dermatology division in June 2001, Patton told Ms. Deyne that she would tell Ms. Deyne’s new manager to place her on the management track because of her interest and determination to become a manager. 382. Despite Ms. Deyne’s success in the Gastrointestinal department, and even though she had expressed interest in management development, her new manager, Noah Puckowitz (“Puckowitz”), told Ms. Deyne that he would not be placing her in the Management Development Program (“MDP”) and would not allow her to begin meeting the requirements to enroll in the MDP because she was new to his team and had yet to prove herself to him in her current position of Specialty Sales Representative. 383. Ms. Deyne worked with Manager Puckowitz for over one year. During that time, she achieved the number one ranking in nationwide sales for Foradil in 2001 and the number one ranking in nationwide sales for Elidel in 2002 and won several contests for her products, including the Foradil Aerolizer “Need to Grow” contest and the Foradil Launch contest in 2001. Despite her achievements, Manager Puckowitz never placed Ms. Deyne in the MDP while she was on his team.
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384. Conversely, Manager Puckowitz placed three male sales representatives in management positions. Only one of these males had sales numbers comparable to Ms. Deyne’s. The other sales representatives had lower sales than Ms. Deyne had.
385. In 2003, Ms. Deyne applied and interviewed for the position of Training Manager in the Sales Training department. Despite receiving feedback from the interviewer that she did extremely well on the interview, Ms. Deyne was not offered the position. However, two male sales representatives in Mr. Puckowitz’s team were promoted into this department, one of whom had lower sales numbers than Ms. Deyne.
386. After returning from FMLA leave in June 2003, Ms. Deyne asked her manager, Theodore Prokou (“Prokou”), whether she would be eligible for a career leveling promotion when she met the eligibility requirements during a training session in Tampa, Florida. To be eligible for career leveling, a sales representative must possess two out of three years of strong sales and meet certain competency standards. Ms. Deyne was about to meet these eligibility requirements. Further, she had received numerous awards in 2002, including the President’s Club and Area of the Year awards. However, Manager Prokou responded to Ms. Deyne’s inquiry by pulling Ms. Deyne out of a class and telling her that she had “some nerve” speaking to him about career development and leveling after taking Family Medical Leave.
Disparate Pay 387. In 2003, after taking Family Medical Leave, Ms. Deyne received a 3% raise after being number three in nationwide sales for Zelnorm for the previous year. However, Manager Prokou gave larger raises to the males in her division, who consistently performed at a lower level than Ms. Deyne did.
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388. Upon information and belief, Ms. Deyne also received less compensation than other similarly situated male employees.
Pregnancy Discrimination 389. In June 2002, Ms. Deyne gave birth to her second child. While she was pregnant during the spring of 2002, Manager Puckowitz instructed his entire team to be at a meeting at 7:50 a.m. Because of morning sickness related to Ms. Deyne’s pregnancy, she arrived at 7:58 a.m. The meeting did not begin until 8:00 a.m., but everyone was told to arrive ten minutes early. The meeting planners denied Ms. Deyne access to the meeting because she arrived eight minutes late. Eventually, Ms. Deyne was allowed to enter the meeting room, but she had to stand up for 30 minutes because all the chairs were taken. 390. Because Ms. Deyne still felt ill, she had to leave the meeting a few times to use the restroom. Later that day, Manager Puckowitz pulled her out of the meeting and yelled at her. He demanded that Ms. Deyne apologize to the Regional Director of Sales, Rob Tallman, and to the Vice President, Vince Ippolito, who had been directing the meeting.
Differential Treatment and Hostile Work Environment 391. Manager Prokou then did a very rude imitation of the way Ms. Deyne spoke and stood, which she found very offensive. He then told Ms. Deyne that she needed to demonstrate that she could manage her life before she could think about career or management development. Manager Prokou told Ms. Deyne this even though, in August 2002, he had told her that he would continue to prepare her for management by helping her to meet the requirements for enrollment in the MDP. 392. In approximately July 2003, Manager Prokou also humiliated Ms. Deyne during a training session with her team. In confidence, Ms. Deyne had told Manager Prokou that she was
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in the midst of a divorce. During a role playing session where Ms. Deyne was playing the doctor and her male co-worker was playing the role of a sales representative, Manager Prokou instructed her co-worker that he should have used the strategy of telling Ms. Deyne that she was looking good and that it looked as if she had lost a lot of weight and asking her on a date because she recently had become single. Before Manager Prokou’s disclosure, some of Ms. Deyne’s coworkers were unaware that she was divorcing her husband. Further, during his instruction, Manager Prokou again imitated Ms. Deyne by placing his hands on his hips and shaking his body in front of her entire team.
393. Manager Prokou frequently imitated Ms. Deyne in this manner which was extremely insulting.
394. Also in 2003, Mr. Prokou selected Ms. Deyne as the best Gastrointestinal specialty sales representative to represent the task force in a ride along with Thomas Ebeling (“Ebeling”), the Chief Executive Officer of Novartis Pharma AG and Head of the worldwide Pharmaceuticals Division. While in a physician’s waiting room, CEO Ebeling commented that the females in the Zelnorm visual aid were unattractive and that the Novartis brand team could have “done better.” Ms. Deyne was offended by this comment. After the ride along, Manager Prokou congratulated Ms. Deyne for her successful visit with CEO Ebeling.
395. In February 2004, Manager Prokou arranged for Ms. Deyne to complete the final requirement to be placed into the Management Development Program (MDP), which was a field ride with Executive Director John Mandella (“Mandella”). Executive Director Mandella wrote a positive evaluation of Ms. Deyne’s performance during the ride along.
396. Soon after this positive evaluation, Manager Prokou subjected Ms. Deyne to sharper criticism than male coworkers in her team. He also required that she submit a weekly
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summary of the work that she accomplished each week and threatened that he would place her on a Performance Improvement Plan (PIP).
397. In April 2004, Manager Prokou accompanied Ms. Deyne on a ride along to the office of one of her clients, Dr. Port. At Dr. Port’s office, a new staff member, whom Ms. Deyne did not know, greeted them. She told Ms. Deyne that she could meet with Dr. Port in a few minutes. While Manager Prokou and Ms. Deyne were waiting, Manager Prokou yelled at her and told her that she did not know Dr. Port or this office, accused her of falsifying her summaries and called her a liar. In fact, Ms. Deyne had a good relationship with Dr. Port’s staff and had successfully initiated Dr. Port’s training as a physician in the Speakers Bureau for Zelnorm. As a result of Manager Prokou’s outburst, Ms. Deyne and Manager Prokou left the office without meeting with Dr. Port.
COUNT I VIOLATIONS OF TITLE VII OF THE CIVIL RIGHTS ACT OF 1964,
42 U.S.C. § 2000e-5(f), et seq., AS AMENDED GENDER DISCRIMINATION
(Against the Corporate Defendants) 398. 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.
399. Novartis has discriminated against the 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, harassment, hostile work environments and other forms of discrimination in violation of Title VII.
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400. Novartis’ conduct has been intentional, deliberate, willful, malicious, reckless and conducted in callous disregard of the rights of the Class Representatives and the members of the proposed class.
401. As a direct and proximate result of Novartis’ aforementioned conduct, the Class Representatives and the members of the proposed class were damaged and suffered economic losses, mental and emotional harm, anguish and humiliation.
402. Novartis’ policies, practices and/or procedures have produced a disparate impact against the Class Representatives and the class members with respect to their terms and conditions of employment.
403. By reason of the continuous nature of Novartis’ discriminatory conduct, persistent throughout the employment of the Class Representatives and class members, the Class Representatives and class members are entitled to application of the continuing violation doctrine to all of the violations alleged herein.
404. By reason of the discrimination suffered at Novartis, the 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 TITLE VII, 42 U.S.C. § 2000(e) et seq.
SEXUAL HARASSMENT (Against the Corporate Defendants) 405. 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.
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406. Novartis has discriminated against Class Representatives and all the members of the proposed class by permitting an ongoing, severe and pervasive pattern and practice of sexual harassment against a class of female employees by creating and maintaining a sexually hostile work environment, in violation of Title VII.
407. Novartis’ sexual harassment altered the Class Representatives’ and class members’ conditions of employment by creating an abusive working environment for them.
408. Novartis’ conduct has been intentional, deliberate, willful, malicious, reckless and conducted in callous disregard of the rights of the Class Representatives and the members of the proposed class.
409. As a direct and proximate result of Novartis’ aforementioned conduct, the Class Representatives and the members of the proposed class were damaged and suffered economic losses, mental and emotional harm, anguish and humiliation.
410. By reason of the continuous nature of Novartis’ discriminatory conduct, persistent throughout the employment of the Class Representatives and class members, the Class Representatives and class members are entitled to application of the continuing violation doctrine to all of the violations alleged herein.
411. By reason of the sexual harassment suffered at Novartis, the Class Representatives and the members of the proposed class are entitled to all legal and equitable remedies available under Title VII.
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COUNT III VIOLATIONS OF TITLE VII, 42 U.S.C. § 2000e(k) et seq.
PREGNANCY DISCRIMINATION (Against the Corporate Defendants) 412. 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. 413. Novartis discriminated against the Class Representatives and the members of the proposed class because of or on the basis of pregnancy, childbirth, or related medical conditions. 414. The Class Representatives and the members of the proposed class were not treated the same for all employment-related purposes, including receipt of benefits under fringe benefit programs, as other persons not so affected but similar in their ability or inability to work. 415. Novartis’ conduct has been intentional, deliberate, willful, malicious, reckless and conducted in callous disregard of the rights of the Class Representatives and the members of the proposed class. 416. As a direct and proximate result of Novartis’ aforementioned conduct, the Class Representatives and the members of the proposed class were damaged and suffered economic losses, mental and emotional harm, anguish and humiliation. 417. By reason of the continuous nature of Novartis’ discriminatory conduct, persistent throughout the employment of the Class Representatives and class members, the Class Representatives and class members are entitled to application of the continuing violation doctrine to all of the violations alleged herein. 418. By reason of the pregnancy discrimination suffered at Novartis, the Class Representatives and the members of the proposed class are entitled to legal and equitable remedies available under Title VII.
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COUNT IV VIOLATIONS OF TITLE VII, 28 U.S.C. § 2000e(k)
RETALIATION (Against the Corporate Defendants) 419. 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. 420. Novartis retaliated against the Class Representatives and the members of the proposed class because they insisted upon a work environment free of sexual harassment, gender discrimination and pregnancy discrimination and also because they complained about sexual harassment, gender discrimination and pregnancy discrimination. 421. Novartis retaliated against the Class Representatives and the members of the proposed class by subjecting them to adverse employment actions, including but not limited to, denying them promotions for which they were qualified and subjecting them to disparate terms and conditions of employment, gender discrimination, sexual harassment, a hostile work environment and/or other forms of discrimination in violation of Title VII. 422. Novartis’ actions were intentional, deliberate, willful, malicious, reckless and conducted in callous disregard of causing harm to the Class Representatives and the members of the proposed class. 423. As a direct and proximate result of Novartis’ aforementioned conduct, the Class Representatives and the members of the proposed class were damaged and suffered economic losses, mental and emotional harm, anguish and humiliation. 424. By reason of the retaliation suffered at Novartis, the Class Representatives and the members of the proposed class are entitled to all legal and equitable remedies available under Title VII.
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COUNT V VIOLATIONS OF N.Y. EXEC. LAW § 296
GENDER DISCRIMINATION (Against the Corporate Defendants) 425. 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. 426. Because of their gender, Novartis discriminated against the 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. 427. Because of their gender, Novartis also denied or withheld from the 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. 428. Novartis further discriminated against the 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. 429. As a direct and proximate result of Novartis’ aforementioned conduct, the Class Representatives and the members of the proposed class were damaged and suffered economic losses, mental and emotional harm, anguish and humiliation. 430. By reason of the continuous nature of Novartis’ discriminatory conduct, persistent throughout the employment of the Class Representatives and class members, the 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.
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431. By reason of the gender discrimination suffered at Novartis, the Class Representatives and the members of the proposed class are entitled to all legal and equitable remedies available under New York Executive Law § 296.
COUNT VI VIOLATIONS OF N.Y. EXEC. LAW § 296
SEXUAL HARASSMENT (Against the Corporate Defendants) 432. 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. 433. Novartis discriminated against the Class Representatives and the members of the proposed class by permitting an ongoing and pervasive pattern and practice of sexual harassment against Plaintiff by creating and maintaining a sexually hostile work environment, in violation of New York Executive Law § 296. 434. Novartis’ sexual harassment altered the Class Representatives’ and class members’ conditions of employment by creating an abusive working environment for them. 435. As a direct and proximate result of Novartis’ aforementioned conduct, the Class Representatives and the members of the proposed class were damaged and suffered economic losses, mental and emotional harm, anguish and humiliation. 436. By reason of the sexual harassment suffered at Novartis, the Class Representatives and the members of the proposed class are entitled to all legal and equitable remedies available under New York Executive Law § 296.
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COUNT VII VIOLATIONS OF N.Y. EXEC. LAW § 296
RETALIATION (Against the Corporate Defendants) 437. Class Representatives re-alleges and incorporates by reference each and every allegation contained in each and every aforementioned paragraph as though fully set forth herein. 438. In violation of New York Executive Law § 296, Novartis discharged, expelled and otherwise discriminated against the Class Representatives and the members of the proposed class because they opposed practices forbidden by New York Executive Law § 296 or because they filed a complaint, testified or assisted in a proceeding under New York Executive Law § 296. 439. As a direct and proximate result of Novartis’ aforementioned conduct, the Class Representatives and the members of the proposed class were damaged and suffered economic losses, mental and emotional harm, anguish and humiliation. 440. By reason of the sexual harassment suffered at Novartis, the Class Representatives and the members of the proposed class are entitled to all legal and equitable remedies available under New York Executive Law § 296.
COUNT VIII INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS
(Against the Corporate Defendants) 441. 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. 442. While employed at Novartis, the Class Representatives and the members of the proposed class suffered intentional infliction of emotional distress at the hands of Defendants.
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443. Novartis’ actions constitute conduct so extreme and outrageous in degree and character as to go beyond all possible bounds of decency.
444. Novartis’ actions can be regarded as atrocious and utterly intolerable in a civilized community.
445. As a direct and proximate result of Novartis’ aforementioned conduct, the Class Representatives and the members of the proposed class were damaged and suffered economic losses, mental and emotional harm, anguish and humiliation.
446. By reason of the continuous nature of Novartis’ discriminatory conduct, persistent throughout the employment of the Class Representatives and class members, the Class Representatives and class members are entitled to application of the continuing violation doctrine to all of the violations alleged herein.
447. By reason of the gender discrimination suffered at Novartis, the Class Representatives and the members of the proposed class are entitled to legal and equitable remedies.
COUNT IX NEGLIGENT INFLICTION OF EMOTIONAL DISTRESS
(Against the Corporate Defendants) 448. 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. 449. Novartis’ negligence caused the Class Representatives and the members of the proposed class to suffer emotional distress. 450. Novartis owed a duty to the Class Representatives and the members of the proposed class.
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451. Novartis breached this duty and either unreasonably endangered the physical safety of the Class Representatives and the members of the proposed class, or caused the Class Representatives and the members of the proposed class to fear for their own safety.
452. Novartis’ actions constitute conduct so extreme and outrageous in degree and character as to go beyond all possible bounds of decency.
453. Novartis’ actions can be regarded as atrocious and utterly intolerable in a civilized community.
454. As a direct and proximate result of Novartis’ aforementioned conduct, the Class Representatives and the members of the proposed class were damaged and suffered economic losses, mental and emotional harm, anguish and humiliation.
455. By reason of the continuous nature of Novartis’ discriminatory conduct, persistent throughout the employment of the Class Representatives and class members, the Class Representatives and class members are entitled to application of the continuing violation doctrine to all of the violations alleged herein.
456. By reason of the gender discrimination suffered at Novartis, the Class Representatives and the members of the proposed class are entitled to legal and equitable remedies.
COUNT X NEGLIGENT HIRING, RETENTION, AND SUPERVISION
(Against the Corporate Defendants) 457. 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. 458. As a result of direct negligence on the part of Novartis, the Class Representatives and the members of the proposed class experienced emotional distress.
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459. Novartis placed its employees in a position to cause foreseeable harm, harm which the Class Representatives and the members of the proposed class most probably would have been spared had Novartis taken reasonable care in making its decision concerning the hiring and retention of the employee.
460. Novartis knew, or should have known, of its employees’ propensity for the sort of conduct which caused the injuries of the Class Representatives and the members of the proposed class.
461. As a direct and proximate result of Novartis’ aforementioned conduct, the Class Representatives and the members of the proposed class were damaged and suffered economic losses, mental and emotional harm, anguish and humiliation.
462. By reason of the gender discrimination suffered at Novartis, the Class Representatives and the members of the proposed class are entitled to legal and equitable remedies.
COUNT XI VIOLATIONS OF TITLE VII OF THE CIVIL RIGHTS ACT OF 1964,
42 U.S.C. § 2000e-5(f), et seq., AS AMENDED GENDER DISCRIMINATION (Against Thomas Ebeling)
463. 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.
464. In his capacities as Head of worldwide Pharmaceuticals Division, member of the Executive Committee of Novartis and member of the Board of Directors of Novartis Pharmaceuticals Corporation, Ebeling has discriminated against the Class Representatives and all members of the proposed class by treating them differently from and less preferably than similarly situated male employees. Ebeling has aided and abetted discriminatory denials of
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promotions, discriminatory denials of pay raises, discriminatory performance evaluations, discriminatory subjection to disciplinary procedures, disparate pay, disparate terms and conditions of employment, harassment, hostile work environments and other forms of discrimination in violation of Title VII.
465. In his capacities as Head of worldwide Pharmaceuticals Division, member of the Executive Committee of Novartis and member of the Board of Directors of Novartis Pharmaceuticals Corporation, Ebeling’s implementation of policies, practices and/or procedures has produced a disparate impact against the Class Representatives and the class members with respect to their terms and conditions of employment.
466. As a direct and proximate result of Ebeling’s aforementioned conduct, the Class Representatives and the members of the proposed class were damaged and suffered economic losses, mental and emotional harm, anguish and humiliation.
467. By reason of the continuous nature of Ebeling’s discriminatory conduct, persistent throughout the employment of the Class Representatives and class members, the Class Representatives and class members are entitled to application of the continuing violation doctrine to all of the violations alleged herein.
468. By reason of the discrimination suffered at Novartis, the Class Representatives and the members of the proposed class are entitled to all legal and equitable remedies available under Title VII.
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COUNT XII VIOLATIONS OF TITLE VII, 42 U.S.C. § 2000(e) et seq.
SEXUAL HARASSMENT (Against Thomas Ebeling) 469. 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. 470. In his capacities as Head of worldwide Pharmaceuticals Division, member of the Executive Committee of Novartis and member of the Board of Directors of Novartis Pharmaceuticals Corporation, Ebeling has discriminated against Class Representatives and all the members of the proposed class by permitting an ongoing, severe and pervasive pattern and practice of sexual harassment against a class of female employees and by permitting a sexually hostile work environment, in violation of Title VII. 471. As a direct and proximate result of Ebeling’s aforementioned conduct, the Class Representatives and the members of the proposed class were damaged and suffered economic losses, mental and emotional harm, anguish and humiliation. 472. By reason of the continuous nature of Ebeling’s discriminatory conduct, persistent throughout the employment of the Class Representatives and class members, the Class Representatives and class members are entitled to application of the continuing violation doctrine to all of the violations alleged herein. 473. By reason of the sexual harassment suffered at Novartis, Class Representatives and the members of the proposed class are entitled to all legal and equitable remedies available under Title VII.
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COUNT XIII VIOLATIONS OF TITLE VII, 42 U.S.C. § 2000e(k) et seq.
PREGNANCY DISCRIMINATION (Against Thomas Ebeling)
474. 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.
475. In his capacities as Head of worldwide Pharmaceuticals Division, member of the Executive Committee of Novartis and member of the Board of Directors of Novartis Pharmaceuticals Corporation, Ebeling discriminated against the Class Representatives and the members of the proposed class because of or on the basis of pregnancy, childbirth, or related medical conditions.
476. Ebeling knew or should have known that the Corporate Defendants were discriminating against pregnant female employees; denying such employees pay, promotions and bonuses; and retaliating against Novartis’ pregnant employees. Ebeling did nothing and/or encouraged the oppressive conduct to continue by taking no action.
477. As a direct and proximate result of Ebeling’s aforementioned conduct, the Class Representatives and the members of the proposed class were damaged and suffered economic losses, mental and emotional harm, anguish and humiliation.
478. By reason of the pregnancy discrimination suffered at Novartis, the Class Representatives and the members of the proposed class are entitled to legal and equitable remedies available under Title VII.
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COUNT XIV VIOLATIONS OF 28 U.S.C. § 2000e(k)
RETALIATION (Against Thomas Ebeling) 479. 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. 480. In his capacities as Head of worldwide Pharmaceuticals Division, member of the Executive Committee of Novartis and member of the Board of Directors of Novartis Pharmaceuticals Corporation, Ebeling aided and abetted the corporate defendants’ retaliation against the Class Representatives and the members of the proposed class because they insisted upon a work environment free of sexual harassment, gender discrimination and pregnancy discrimination and also because they complained about sexual harassment, gender discrimination and pregnancy discrimination. 481. In his capacities as Head of worldwide Pharmaceuticals Division, member of the Executive Committee of Novartis and member of the Board of Directors of Novartis Pharmaceuticals Corporation, Ebeling permitted and/or encouraged retaliation against the Class Representatives and the members of the proposed class by subjecting them to adverse employment actions, including but not limited to, denying them promotions for which they were qualified and subjecting them to disparate terms and conditions of employment, gender discrimination, sexual harassment, a hostile work environment, and/or other forms of discrimination in violation of Title VII. 482. As a direct and proximate result of Ebeling’s aforementioned conduct, the Class Representatives and the members of the proposed class were damaged and suffered economic losses, mental and emotional harm, anguish and humiliation.
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483. By reason of the retaliation suffered at Novartis, the Class Representatives and the members of the proposed class are entitled to all legal and equitable remedies available under Title VII.
COUNT XV VIOLATIONS OF N.Y. EXEC. LAW § 296, SUBDIVISION 6
GENDER DISCRIMINATION (Aiding and Abetting Liability Against Thomas Ebeling) 484. 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. 485. Because of their sex, Novartis discriminated against the 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. 486. Because of their sex, Novartis also denied or withheld from the Class Representatives and the members of the proposed class their right to be admitted to or participate in an on-the-job training program or executive training program, in violation of New York Executive Law § 296. 487. Novartis further discriminated against the 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 sex, in violation of New York Executive Law § 296. 488. As previously described, in his capacities as Head of worldwide Pharmaceuticals Division, member of the Executive Committee of Novartis and member of the Board of Directors of Novartis Pharmaceuticals Corporation, Ebeling possesses knowledge, control and decision-making authority regarding the employment practices of Corporate Defendants Novartis
106

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Corporation and Novartis Pharmaceuticals Corporation. Ebeling controls and influences whether the two Corporate Defendants engage in gender-discrimination, sexual harassment and retaliation against their female employees.
489. Far from preventing or rectifying gender discrimination committed by the U.S. Corporate defendants, Ebeling aided, abetted and encouraged such discriminatory conduct.
490. As a direct and proximate result of Ebeling’s aiding and abetting conduct, the Class Representatives and the members of the proposed class were damaged and suffered economic losses, mental and emotional harm, anguish and humiliation.
491. By reason of the continuous nature of Ebeling’s discriminatory conduct, persistent throughout the employment of the Class Representatives and class members, the 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.
492. By reason of the gender discrimination which Ebeling aided and abetted, the Class Representatives and the members of the proposed class are entitled to all legal and equitable remedies available under New York Executive Law § 296.
COUNT XVI VIOLATIONS OF N.Y. EXEC. LAW § 296, SUBDIVISION 6
SEXUAL HARASSMENT (Aiding and Abetting Liability Against Thomas Ebeling) 493. 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. 494. Novartis discriminated against the Class Representatives and the members of the proposed class by permitting an ongoing and pervasive pattern and practice of sexual harassment
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against Plaintiff by creating and maintaining a sexually hostile work environment, in violation of New York Executive Law § 296.
495. Novartis’ sexual harassment altered the Class Representatives’ and class members’ conditions of employment by creating an abusive working environment for them.
496. As previously described, in his capacities as Head of worldwide Pharmaceuticals Division, member of the Executive Committee of Novartis and member of the Board of Directors of Novartis Pharmaceuticals Corporation, Ebeling possesses knowledge, control and decision-making authority regarding the employment practices of Corporate Defendants Novartis Corporation and Novartis Pharmaceuticals Corporation. Ebeling controls and influences whether the two Corporate Defendants engage in gender-discrimination, sexual harassment and retaliation against their female employees.
497. As a direct and proximate result of Ebeling’s aiding and abetting aforementioned conduct, the Class Representatives and the members of the proposed class were damaged and suffered economic losses, mental and emotional harm, anguish and humiliation.
498. By reason of the sexual harassment suffered at Novartis, which Ebeling aided and abetted, the Class Representatives and the members of the proposed class are entitled to all legal and equitable remedies available under New York Executive Law § 296.
COUNT XVII VIOLATIONS OF N.Y. EXEC. LAW § 296, SUBDIVISION 6
RETALIATION (Aiding and Abetting Liability Against Thomas Ebeling) 499. 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.
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500. In violation of New York Executive Law § 296, Novartis discharged, expelled and otherwise discriminated against the Class Representatives and the members of the proposed class because they opposed practices forbidden by New York Executive Law § 296 or because they filed a complaint, testified or assisted in a proceeding under New York Executive Law § 296.
501. As previously described, in his capacities as Head of worldwide Pharmaceuticals Division, member of the Executive Committee of Novartis and member of the Board of Directors of Novartis Pharmaceuticals Corporation, Ebeling possesses knowledge, control and decision-making authority regarding the employment practices of Corporate Defendants Novartis Corporation and Novartis Pharmaceuticals Corporation. Ebeling controls and influences whether the two Corporate Defendants engage in gender-discrimination, sexual harassment and retaliation against their female employees.
502. Ebeling was aware of, or should have known that the U.S. corporate defendants were retaliating against women employees who were exercising their rights and complaining about gender discrimination at Novartis’ United States facilities.
503. As a direct and proximate result of Ebeling’s aiding and abetting conduct, the Class Representatives and the members of the proposed class were damaged and suffered economic losses, mental and emotional harm, anguish and humiliation.
504. By reason of the sexual harassment suffered at Novartis which Ebeling aided and abetted, the Class Representatives and the members of the proposed class are entitled to all legal and equitable remedies available under New York Executive Law § 296.
109

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PRAYER FOR RELIEF WHEREFORE, the 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 behalf of the proposed plaintiff class, and designation of the proposed Class Representatives as representatives of this class and their counsel of record as class counsel; B. Declaratory judgment that Novartis’ employment policies, practices and/or procedures challenged herein are illegal and in violation of Title VII; C. A permanent injunction against Novartis and their 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 Defendants as set forth herein; D. An Order requiring Novartis to initiate and implement programs that (i) will provide equal employment opportunities for female employees; (ii) will remedy the effects of the Defendants’ 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 Novartis to initiate and implement systems of assigning, training, transferring, compensating and promoting female employees in a non-discriminatory manner; F. An Order establishing a task force on equality and fairness to determine the effectiveness of the programs described in (D) through (E) above, which would provide for (i)
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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) through (E) above;
G. An Order placing or restoring the Class Representatives and the class members into those jobs they would now be occupying but for Novartis’ discriminatory policies, practices and/or procedures;
H. An Order directing Novartis to adjust the wage rates and benefits for the Class Representatives and the class members to the level that they would be enjoying but for the Defendants’ 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 the Class Representatives and the class members to be determined at trial;
J. Any other appropriate equitable relief to which the Class Representatives 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 200 million dollars;
L. An award of litigation costs and expenses, including reasonable attorneys’ fees, to the Class Representatives and class members;
M. Pre-judgment interest; N. Such other and further relief as the Court may deem just and proper; and
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 Case 1:04-cv-09194-CM Document 174 Filed 10/20/09 Page 1 of 2

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK
X
AMY VELEZ, et al., Individually and on Behalf of Others Similarly Situated,
Plaintiffs,
NOVARTIS PHARMACEUTICALS CORPORATION,
Defendant.

0 DATE FILED: 0 do 0
04 Civ. 9194 (CM)

MEMORANDUM DECISION AND ORDER (1) DISMISSING CLASS-WIDE CLAIMS WITH RESPECT TO PROMOTIONS WITHIN THE SALES FORCE ("LEVELING" PROMOTIONS); (2) DENYING DEFENDANT'S MOTION TO STRIKE PLAINTIFFS' RULE 56.1 STATEMENT; (3) GRANTING PLAINTIFFS' MOTION TO STRIKE EXHIBIT D TO DEFENDANT'S REPLY BRIEF; (4) DENYING DEFENDANT'S MOTION FOR PARTIAL SUMMARY JUDGMENT DISMISSING THE CLASS CLAIMS WITH RESPECT TO PAY DISCRIMINATION AND PREGNANCY DISCRIMINATION REGARDING PROMOTIONS AND WORKING CONDITIONS; AND (5) DENYING AS MOOT PLAINTIFFS' MOTION TO SUSPEND CONSIDERATION OF DEFENDANT'S MOTION FOR PARTIAL SUMMARY JUDGWIENT
McMahon, J.:
This Court recently took over management of this action from The Hon. Gerard E. Lynch, who now sits on the United States Court of Appeals for the Second Circuit.
Pending at the time I took on this matter was defendant's motion for partial summary judgment on some but not all of the class claims certified by Judge Lynch. With one notable exception, plaintiffs opposed the motion; the notable exception is that plaintiffs have made the strategic decision to concede the class-wide claims with respect to promotions within the sales force (so-called "leveling" promotions), leaving only the named plaintiffs' individual claims concerning their own lack of promotion for consideration by the jury. (Pls.' Mem. in Opp. to Def.'s Mot. for Partial Summ. J. at 2.) The Court hereby dismisses the class claims concerning leveling promotions.
The parties have made dueling motions to strike various components of the paperwork submitted in support of or in opposition to defendant's motion for partial

Case 1:04-cv-09194-CM Document 174 Filed 10/20/09 Page 2 of 2
summary judgment. This Court takes a dim view of such motions in general and rarely grants them. Defendant's motion to strike plaintiffs' Rule 56.1 statement is denied. However, plaintiffs' motion to strike the 56-page "exhibit" to defendant's "Appendix in Further Support of its Motion for Partial Summary Judgment" is granted. The document is not an exhibit; it is pure argument, which should have been included in a brief, if it was to be included at all.
But even were the Court to consider defendant's inappropriately argumentative "exhibit," it would not alter the conclusion I have reached after reading the briefs, the expert reports and Judge Lynch's class certification opinion. The fact is, a massive amount of paper has been wasted by defendant in a quixotic quest to keep much of plaintiffs' case from the jury. NPC's effort is in vain.
Defendant's moving papers - especially its brief - reveal that the ground for the motion is plaintiffs purported failure to adduce sufficient evidence of class-wide pay or pregnancy discrimination to make out a prima facie case of either disparate impact or disparate treatment discrimination. Fortunately, no lengthy opinion is needed to dispose of such an argument, predicated as it is on the alleged inadequacies of the reports of plaintiffs' experts. As Judge Lynch said over and over again when he certified the class, it is not the province of the Court to insert itself between dueling experts, which is what we have here. Nor is it the Court's role to determine whether plaintiffs' anecdotal evidence actually proves their manifold claims. Plaintiffs' evidence - all of it - is sufficient to get the disputed class claims beyond the first McDonnell Douglas question, as to which their burden is minimal. Whether this Court finds that evidence persuasive is of no moment. Plaintiffs have demanded a jury, and a jury they shall have.
The motion for partial summary judgment is denied. Plaintiffs' motion to suspend consideration of that motion is therefore denied as moot.
The Clerk of the Court is directed to close out the motions at Docket Nos. 136, 144.152 and 168.
This constitutes the opinion and order of the Court.
Dated: October 20, 2009
BY ECF TO ALL COUNSEL

 
 Case 1:04-cv-09194-CM Document 294 Filed 07/14/10 Page 1 of 2

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

AMY VELEZ, PENNI ZELINKOFF, MINEL HIDER TOBERTGA, MICHELLE WILLIAMS, JENNIFER WAXMAN-RECHT, KAREN LIGGINS, LORI HORTON, HOLLY WATERS, WENDY PINSON, ROBERTA VONLINTEL, CATHERINE WHITE, KELLY CORBETT, JAMIE HOLLAND, JOAN DURKIN, SIMONA LOPES, MARYANNE JACOBY, and MARTA DEYNE,
Individually and on Behalf of Others Similarly Situated,
PLAINTIFFS,
v.
NOVARTIS PHARMACEUTICALS CORPORATION,
DEFENDANT.

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04 Civ. 09194 (CM)

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JOINT NOTICE OF MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT AGREEMENT
PLEASE TAKE NOTICE THAT, Plaintiffs in the above-captioned matter, by and through their attorneys, Sanford Wittels & Heisler, LLP, and Defendant in the abovecaptioned matter, by and through its attorneys, Cravath, Swaine & Moore LLP, hereby move this Court for entry of an Order:
(i) preliminarily approving the Settlement of this class action; (ii) certifying a Settlement Class for settlement purposes; (iii) approving the form of the notice and ordering its mailing, and (iv) finalizing the date for a final fairness hearing on all terms of the Settlement,

Case 1:04-cv-09194-CM Document 294 Filed 07/14/10 Page 2 of 2

Case 1:04-cv-09194-CM Document 294-1 Filed 07/14/10 Page 1 of 68

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
AMY VELEZ, PENNI ZELINKOFF, MINEL HIDER TOBERTGA, MICHELLE WILLIAMS, JENNIFER WAXMAN-RECHT, KAREN LIGGINS, LORI HORTON, HOLLY WATERS, WENDY PINSON, ROBERTA VONLINTEL, CATHERINE WHITE, KELLY CORBETT, JAMIE HOLLAND, JOAN DURKIN, SIMONA LOPES, MARYANNE JACOBY, and MARTA DEYNE,
Individually and on Behalf of Others Similarly Situated,
Plaintiffs,
v.
NOVARTIS PHARMACEUTICALS CORPORATION,
Defendant.

04 Civ. 9194 (CM)

SETTLEMENT AGREEMENT AND RELEASE

Case 1:04-cv-09194-CM Document 294-1 Filed 07/14/10 Page 2 of 68
Table of Contents
Page I. Introduction..............................................................................................................1 II. Definitions................................................................................................................1 III. Nature and Resolution of this Case..........................................................................7 IV. Mutual Full Cooperation........................................................................................10 V. Releases..................................................................................................................10 VI. Total Settlement Amount.......................................................................................12 VII. Programmatic Relief ..............................................................................................12 VIII. Settlement Fund .....................................................................................................34 IX. Attorneys Fees and Expenses, Administrative Expenses and Service Award
Payments ................................................................................................................37 X. Individual Monetary Payments to Settlement Class Members and
Claims Process .......................................................................................................41 XI. Novartis’s Right to Withdraw or Modify the Agreement......................................57 XII. Duties of the Parties Prior to Court Approval........................................................58 XIII. Duties of the Parties Following Final Court Approval ..........................................59 XIV. Parties’ Authority...................................................................................................60 XV. Notices ...................................................................................................................61 XVI. Confidentiality and Public Comment.....................................................................61 XVII. Modification...........................................................................................................63 XVIII. Entire Agreement ...................................................................................................64 XIX. Interpretation..........................................................................................................64 XX. Choice of Law and jurisdiction..............................................................................64 XXI. Counterparts...........................................................................................................65 XXII. Voiding the Agreement..........................................................................................65

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I. INTRODUCTION Subject to approval by the United States District Court for the Southern
District of New York (the “Court”), this Settlement Agreement and Release (“Settlement Agreement,” “Settlement” or “Agreement”) sets forth the full and final terms by which the Class Representatives Amy Velez, Penni Zelinkoff, Minel Hider Tobertga, Michelle Williams, Jennifer Waxman-Recht, Karen Liggins, Lori Horton, Holly Waters, Wendy Pinson, Roberta Vonlintel, Catherine White, Kelly Corbett, Jamie Holland, Joan Durkin, Simona Lopes, Maryanne Jacoby and Marta Deyne (collectively “Class Representatives” or “Named Plaintiffs”), on behalf of a settlement class of themselves and current and former female sales force employees of Novartis Pharmaceuticals Corporation (“Novartis,” “Defendant,” or “Company”) (collectively, the “Settlement Class”), represented by their attorneys, Sanford Wittels & Heisler, LLP and the Law Offices of Grant E. Morris, and Defendant Novartis, represented by its attorneys Cravath, Swaine & Moore LLP, Vedder Price and Kaye Scholer LLP (collectively, “Counsel for Novartis” or “Counsel for Defendant”), have settled and resolved all claims that have been raised or could have been raised in the litigation captioned Velez, et al. v. Novartis Pharmaceuticals Corporation, Case No. 04 Civ. 9194, before District Judge Colleen McMahon in the United States District Court for the Southern District of New York (the “Civil Action”). II. DEFINITIONS
The terms described below shall have the meanings defined in this Section wherever used in this Agreement, and for the purposes of this Agreement only, including in all of its Exhibits and the Notice of Class Action Settlement.
1

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2.1

“Settlement Agreement” or “Agreement” means this Agreement and all

Exhibits attached hereto.

2.2

The “Civil Action” means the litigation captioned Velez, et al. v. Novartis

Pharmaceuticals Corporation, Case No. 04 Civ. 9194, before Judge Colleen McMahon in

the United States District Court for the Southern District of New York.

2.3

“Claimant” for compensatory damages means a Proposed Settlement Class

Member who has submitted a Claim Form for review by the Claims Adjudicator.

2.4

“Claims Administrator” means the Claims Administrator appointed by the

Court.

2.5

“Claims Adjudicator” means the Claims Adjudicator appointed by the

Court.

2.6

“Claim Form” means the form attached hereto as Exhibit B. The Claim

Form shall be attached to the Notice of Class Action Settlement and must be submitted by

Proposed Settlement Class Members to the Claims Administrator as part of the claims

process of this Settlement pursuant to Section X. Unless otherwise noted, the definition of

“Claim Form” is inclusive of the Rider attached to the Claim Form.

2.7

“Class Counsel” means the law firm of Sanford Wittels & Heisler, LLP.

2.8

“Class Representatives” or “Named Plaintiffs” means Amy Velez, Penni

Zelinkoff, Minel Hider Tobertga, Michelle Williams, Jennifer Waxman-Recht, Karen

Liggins, Lori Horton, Holly Waters, Wendy Pinson, Roberta Vonlintel, Catherine White,

Kelly Corbett, Jamie Holland, Joan Durkin, Simona Lopes, Maryanne Jacoby and Marta

Deyne.

2

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2.9

“Counsel for Novartis” or “Counsel for Defendant” means the law firms

of Cravath, Swaine & Moore LLP, Vedder Price, and Kaye Scholer LLP.

2.10 The “Court” means the United States District Court for the Southern

District of New York.

2.11 “Defendant”, the “Company” or “Novartis” means Novartis

Pharmaceuticals Corporation.

2.12 “Effective Date” means the date upon which all of the following have

occurred: (1) entry of an order by the Court certifying the Settlement Class; (2) entry of an

order or orders by the Court granting Final Approval to the Agreement, approving the

amount of attorneys’ fees and costs and dismissing the Civil Action with prejudice; (3) the

period for Novartis to withdraw from the Agreement pursuant to Section XI has expired

(i.e., 30 calendar days from the Claims Administrator’s receipt of all timely and complete

requests for exclusion submitted by a Class Representative and/or Proposed Settlement

Class Member), and (4) the time for appeal has expired and/or if an appeal is taken, the

appeal results in affirmance of the Court’s Final Approval Order of the Settlement

Agreement.

2.13 “Eligible Claimant” for compensatory damages means a Claimant who has

submitted a timely and complete Claim Form to the Claims Administrator for review by the

Claims Adjudicator.

2.14 “Final Approval Date” or “Final Approval” means the date of entry by the

Court of the Final Approval Order for this Settlement.

2.15 “Medical Professional” means a physician or clinical psychologist.

3

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2.16 “Notice of Class Action Settlement” means the notice attached hereto as Exhibit A. The Notice of Class Action Settlement shall be provided to the Settlement Class in accordance with Section X.D.
2.17 “Parties” means the Class Representatives and Defendant. 2.18 “Preliminary Approval Date” means the date of entry of the Preliminary Approval Order. 2.19 “Preliminary Approval Order” means the Order entered by the Court preliminarily approving the terms of this Agreement, certifying the Settlement Class, and preliminarily approving the payment of attorneys’ fees, attorneys’ costs and the Service Award Payments, as described in this Agreement, scheduling a “Final Fairness Hearing”, and directing the mailing to the Settlement Class of the Notice of Class Action Settlement. 2.20 “Released Claims” means any and all past or present claims or causes of action (including any suits, petitions, demands or other claims in law, equity or arbitration), and any and all allegations of liability or damages, of whatever kind, nature or description, direct or indirect, in law, equity or arbitration, absolute or contingent, whether class or individual in nature, including both known claims and Unknown Claims, asserted or unasserted, for monetary and non-monetary relief (including without limitation attorneys’ fees, costs or disbursements incurred by the Class Representatives and/or Proposed Settlement Class Members or their counsel in connection with or related to the Civil Action), that were or could have been asserted by the Class Representatives and/or Proposed Settlement Class Members against Novartis, its parents, subsidiaries, affiliates, predecessors, successors and/or assigns and in the case of all such entities, their respective past and present owners, representatives, officers, directors, attorneys, agents, employees,
4

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privies and insurers (collectively defined as the “Released Parties”), based upon or arising out of the same events, transactions, series of connected transactions, occurrences or nucleus of operative facts that form the basis of the claims that were or could have been asserted in the Civil Action, including any and all claims asserted in the original and subsequently amended complaints filed in the Civil Action. This Release includes all claims based upon or arising out of the conduct alleged in the Complaint (including all Amended Complaints) or within the trial record. This Release includes any and all past or present claims or causes of action (including any suits, petitions, demands or other claims in law, equity or arbitration), and any and all allegations of liability or damages, of whatever kind, nature or description, direct or indirect, in law, equity or arbitration, absolute or contingent, whether class or individual in nature, including both known claims and Unknown Claims, asserted or unasserted, for monetary and non-monetary relief (including without limitation attorneys’ fees, costs or disbursements incurred by the Class Representatives and/or Proposed Settlement Class Members or their counsel in connection with the Civil Action), that were or could have been asserted by the Class Representatives and Proposed Settlement Class Members against the Released Parties based upon, or arising in any way out of the litigation of the Civil Action or the jury verdict, provided however that nothing contained herein shall prevent any Party to this Settlement Agreement from initiating a legal action to enforce any term or provision of this Settlement Agreement. Specifically included in this release are any and all claims, including both known claims and Unknown Claims, that were or could have been asserted in the Civil Action, including but not limited to, claims of alleged employment discrimination, sexual harassment claims, hostile work environment claims or benefits claims under Title VII of the Civil Rights Act
5

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of 1964, 42 U.S.C. § 1981a, and any other applicable federal, state, or local statutes, common law, or regulation. Furthermore, this Release includes all claims for monetary damages, injunctive, declaratory or equitable relief, and costs and attorneys’ fees, whether arising under Title VII, Section 1981a or under any other federal, state, local or common laws or regulations arising out of the same transactions, series of connected transactions, occurrences or nucleus of operative facts that form the basis of the claims, including both known claims and Unknown Claims, that were or could have been asserted in the Civil Action. This Release does not include or cover any actions or omissions occurring after the Preliminary Approval Date, nor does it include or cover any claims stemming from any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).
2.21 The “Settlement Class” means a class certified by the Court for settlement purposes pursuant to Federal Rules of Civil Procedure 23(b)(2) and (b)(3) consisting of all women who are currently holding, or have held, a sales-related position of Sales Representatives, Sales Consultants, Senior Sales Consultants, Executive Sales Consultants, Sales Associates, Sales Specialists, Senior Sales Specialists or District Managers I with Novartis Pharmaceuticals Corporation, from the start of the class period, July 15, 2002, through the Preliminary Approval Date (together the “Proposed Settlement Class Members” or “Settlement Class Members” and each a “Proposed Settlement Class Member” or “Settlement Class Member”), excluding individuals who entered into individual releases as part of individual agreements with Novartis up to the Preliminary Approval Date that did not carve out an exception for this Civil Action.
6

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2.22 The “Settlement Class Period” shall be defined as July 15, 2002 through

the Preliminary Approval Date.

2.23 “Unknown Claims” means any and all Released Claims which any Named

Plaintiff or Proposed Settlement Class Member does not know or suspect to exist in her

favor at the time of the release of the Released Parties, which if known by her might have

affected her decision(s) with respect to the Settlement. With respect to any and all Released

Claims, the Parties stipulate and agree that upon the Effective Date, the Named Plaintiffs

shall expressly waive, and each Proposed Settlement Class Member shall be deemed to have

waived, and by operation of the Final Approval Order shall have expressly waived, any and

all provisions, rights and benefits conferred by any law of any state or territory of the

United States, or principle of common law, which is similar, comparable, or equivalent to

Cal. Civ. Code § 1542, which provides:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

The Parties acknowledge, and all other Proposed Settlement Class Members by operation of

law shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the

definition of Released Claims was separately bargained for and was a key element of the

Settlement.

III. NATURE AND RESOLUTION OF THIS CASE

3.1

On November 19, 2004, Class Representatives Amy Velez and four other

women filed a Class Action Complaint against Novartis Corporation and Novartis

Pharmaceuticals Corporation in the United States District Court for the Southern District of

New York, on behalf of themselves and a nationwide class of female sales force employees

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of Novartis under Title VII, 42 U.S.C. § 2000(e) et seq. An additional thirteen women were

subsequently added as Class Representatives. The Class Representatives filed their Second

Amended Class Action Complaint on June 3, 2005, their Third Amended Class Action

Complaint on September 9, 2005 and their Fourth Amended Class Action Complaint on

March 13, 2006.

3.2

On January 16, 2007, the Class Representatives filed their Motion to

Certify a Class. Novartis submitted a brief in opposition to class certification on March 22,

2007. On July 31, 2007, the Court certified a class action pursuant to Rule 23(b)(2). On

August 16, 2007, the Court issued an Amended Opinion and Order, and issued notice of

court approval of class certification on December 7, 2007. The notice was addressed to all

women who were employed in certain sales-related positions with Novartis in the period

between July 15, 2002, and November 30, 2007.

3.3

A jury trial commenced on April 7, 2010. The jury delivered a verdict on

behalf of Plaintiffs on all counts and awarded compensatory and punitive damages. The

trial concluded on May 19, 2010, with equitable relief and non-monetary relief to be

ordered by the Court at a later date.

3.4

The Parties agree that the settlement described in this Agreement is fair,

reasonable and adequate. Class Counsel and the Class Representatives represent that the

settlement set forth in this Settlement Agreement is the product of vigorous and lengthy

negotiations and serves the best interest of the Proposed Settlement Class based on all the

facts and circumstances because it provides certain, prompt and extensive relief for the

Proposed Settlement Class and avoids the risk of future litigation.

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3.5

It is the intention of the Parties to fully, finally, and forever settle,

compromise, and discharge all disputes and claims of the Proposed Settlement Class,

whether asserted or unasserted, based on, arising from or related in any way to the Civil

Action.

3.6

It is the intention of the Parties that this Agreement shall constitute a full

and complete settlement and release of all claims of the Proposed Settlement Class against

the Defendant that were or could have been asserted as based on or arising from the Civil

Action, and that the Civil Action shall be dismissed with prejudice.

3.7

Defendant denies all claims as to liability, wrongdoing, damages,

penalties, interest, fees, injunctive relief and all other forms of relief, as well as the class

allegations asserted in the Civil Action. Defendant has agreed to resolve the Civil Action in

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 potential defenses

or privileges. 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 were to proceed,

they will not present any argument based on this Settlement or Settlement Agreement, or

any exhibit, attachment, act performed or document executed pursuant to this Settlement or

this Agreement. Additionally, neither the Agreement nor the Settlement, nor any act

performed or document executed pursuant to, or in furtherance of, the Agreement or the

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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.

3.8

Neither this Agreement nor anything in it, nor any part of the negotiations

that occurred 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 concerning the enforcement or interpretation of

this Agreement.

IV. MUTUAL FULL COOPERATION

4.1

The Parties agree that they will fully cooperate with each other to

effectuate and implement all terms and conditions of this Settlement Agreement, and

exercise good faith efforts to accomplish the terms and conditions of this Settlement

Agreement.

V. RELEASES

5.1

Upon the Effective Date of this Settlement Agreement, in consideration

for the agreements by the Parties and other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every

member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors,

administrators, predecessors, successors and assigns shall hereby release, remise and

forever discharge the Released Parties (as defined above) from each and every Released

Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from

initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the 10

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Released Parties and their counsel, whether or not the claims of the Proposed Settlement

Class Members have been approved, allowed, substantiated or rejected. Unless a Named

Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to

Paragraph 10.28 below, this Release shall apply whether or not such individual has

executed and delivered a Claim Form or otherwise actively participated in the Settlement.

5.2

Every Proposed Settlement Class Member, as defined above (except for

those who opt out pursuant to Paragraph 10.28 below), 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 they 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.

5.3

The Parties and Proposed Settlement Class Members acknowledge that the

covenants and promises made by Novartis herein constitute adequate consideration in

exchange for the Released Claims.

5.4

Nothing in this Settlement Agreement shall be construed to bar any claims

of Proposed Settlement Class Members or the Class Representatives based on or arising out

of events occurring after the Preliminary Approval Date by the Court of the Settlement

Agreement. Nor shall anything in this Settlement Agreement be construed to bar any

claims of Proposed Settlement Class Members or the Class Representatives based on or

arising out of claims in any certified class action, other than this Civil Action, of which the

individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or

because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

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VI. TOTAL SETTLEMENT AMOUNT

6.1

The “Total Settlement Amount,” in full and complete satisfaction of all

Released Claims, shall be up to $175,000,000.00 in monetary and non-monetary relief,

comprised of a cash payment of up to $152,500,000.00 (the “Settlement Fund”) and

programmatic non-monetary relief, described in Section VII, valued at $22,500,000.00.

6.2

Subject to Court approval, the Settlement Fund will be provided to the

Claims Administrator to be distributed as described in Sections VIII, IX and X of this

Agreement.

VII. PROGRAMMATIC RELIEF

7.1

The programmatic relief described in this Section will be 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 or until the Court

determines that Novartis is in compliance with the programmatic relief in this Section.

7.2

Novartis will substantially comply with the programmatic relief described

in this Section within one (1) year of the Effective Date.

7.3

The monitoring period for the relief described in this Section, with

reporting to Class Counsel and the Compliance Master as described below in Section VII.H

will be three (3) years from the Effective Date, and with the first report due one (1) year

following the Effective Date.

7.4

If Novartis’s compliance is satisfactory to the Court, Novartis’s

obligations with respect to the programmatic relief described in this Section will end upon

the Court’s order.

7.5

The terms of the programmatic relief described in this Section will be

subject to good-faith negotiation between the Parties, should there be a legitimate business 12

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reason to modify those terms. No substantive modification may be made to the terms of

this Section absent approval by the Court.

7.6

Nothing in this Section shall be construed to require or permit any party to

the Agreement, or agent thereof, to disclose Novartis’s confidential personnel information.

7.7

Novartis agrees to take the actions described in this Section with respect to

employees who hold positions as Sales Representatives, Sales Consultants, Senior Sales

Consultants, Executive Sales Consultants, Sales Associates, Sales Specialists, Senior Sales

Specialists, and District Managers I.

A. Proactive Equal Employment Opportunity Measures.

7.8

Novartis will take the following actions regarding the following aspects of

the field force employment experience:

(i) Novartis will include, as part of its bi-annual employee

engagement survey (or a separate add-on for employees in jobs covered by this

Agreement) conducted anonymously by an outside survey provider, questions about

work-life balance, including questions concerning the comfort level that employees have

in using pregnancy leave, job share policies and the sexual harassment policy regarding

inappropriate sexual behavior or comments by physician customers, as well as the

attitudes employees have observed management expressing regarding maternity leave

and job share policies. This survey, which is conducted by a well-known third-party

specialist, is next scheduled for the second calendar quarter of 2011.

(ii) Sexual Harassment Policy and Training: Novartis will prepare and

circulate a sexual harassment policy that will cover inappropriate conduct by employees

and physician customers and will make clear that Novartis does not tolerate inappropriate

sexual behavior or comments by physician customers. Novartis will conduct annual 13

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training on this policy, which includes guidance to the field force regarding how to

respond if faced with inappropriate sexual behavior, as well as direction to employees to

report such conduct for investigation and remedial action. The bi-annual survey

described in Paragraph 7.8(i) will elicit feedback from all Novartis employees regarding

whether they understand the policy and would be comfortable reporting inappropriate

conduct under this policy.

7.9

Novartis will track the trends in response to the survey described in

Paragraph 7.8(i). With respect to Paragraph 7.8(ii), Novartis will continue its zero tolerance

policy of permanently removing any physician who was the subject of a substantiated

employee complaint for conduct constituting sexual harassment from both the target calling

list and the incentive goals for all sales representatives.

7.10 Novartis will report the results of the bi-annual survey described in

Paragraph 7.8(i) to the Compliance Committee (whose membership includes the Vice

President of Ethics and Compliance, President of Novartis, and the Heads of several

different departments and Business Units) and that Committee will make recommendations,

where needed, to remedy as soon as practicable any gender-related problems affecting

employees covered by this Agreement and evidenced in the survey. Those

recommendations, along with the survey responses and the trends over the years, will be

delivered on a bi-annual basis. In addition, Novartis will provide a brief summary to Class

Counsel of any action taken by the Compliance Committee to remedy the problems

discussed above.

B. Responses to Complaints of Discrimination.

7.11 Within nine months following the Effective Date of this Agreement,

Novartis will increase the size of both the Human Resources Business Partners staff and the 14

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Employee Relations and Human Resources Compliance Group (“Employee Relations” or the “Employee Relations Group”), which is designated to respond to and investigate complaints of discrimination.
(i) The ratio of each Employee Relations investigator to number of employees can be no less than 1 investigator-to-1000 employees, in line with external best practices benchmarks (2009 Corporate Leadership Council).
(ii) The ratio of each Human Resources Business Partner to number of employees can be no less than 1 Partner -to-210 employees, in line with external best practices benchmarks (2009 Corporate Leadership Council).
(iii) The Head of Employee Relations responsible for overseeing all investigations regarding complaints of discrimination must report directly to the Vice President of Human Resources.
7.12 Novartis will revise the policies and processes regarding its investigation into discrimination as follows:
(i) An additional resource for reporting complaints will be established. Novartis will institute a new “hotline” specific to Employee Relations complaints that would be directed immediately to Novartis’s Head of Employee Relations, with a copy to the Business Practices Officer (“BPO”) for tracking and formal assignment of investigative authority.
(ii) Novartis will communicate to employees its policy that requires all employees to immediately report—to the BPO, Employee Relations Hotline, Alertline, his or her Supervisor, an officer of the Company, or a representative of Human Resources, Ethics and Compliance or Legal—all complaints of misconduct. Novartis
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will also communicate to employees its policy that requires managers or upper-level Novartis employees to immediately report—to the BPO, Employee Relations Hotline, AlertLine, his or her Supervisor, an officer of the Company, or a representative of Human Resources, Ethics and Compliance or Legal—all complaints of misconduct made by others, and that management may not exercise its discretion regarding whether or not to report such a complaint.
(iii) Novartis will track the date and time that all complaints are received by the BPO and the date that the BPO assigns the complaint to the Employee Relations Group for investigation. Novartis will also track the date and time that all complaints are received by the Employee Relations hotline and copied to the BPO for tracking and formal assignment of investigative authority.
(iv) Novartis will establish a policy that all complaints of discrimination received by the BPO be assigned to the Employee Relations Group for investigation within two (2) business days of the BPO’s receipt of the complaint.
(v) The Employee Relations Group will reach out to the complaining individual insofar as he or she is known and reachable within two (2) business days of receiving the complaint, and maintain a record of the date that the complaining individual is contacted.
(vi) The response time of the Employee Relations Group will be reviewed by the Head of Employee Relations on a quarterly basis. If the Employee Relations Group fails to meet the two-day requirement in any two (2) consecutive quarters, Novartis will hire one (1) additional Employee Relations investigator.
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7.13 As a part of any Employee Relations investigation, the Employee Relations investigator may attempt to conduct a follow-up interview with the complainant where appropriate and necessary to the investigation (including any counter-claims and defenses and the opportunity for the complainant to respond thereto).
(i) This follow-up interview, if conducted, will take place after the Employee Relations investigator has conducted an investigation into the corroboration of or defenses against the discrimination complaint and has reviewed any relevant documentation.
7.14 At the conclusion of the investigation, the Employee Relations Group will notify the complaining individual that the investigation has been closed, what the result of the investigation was (substantiated, unable to conclude, not substantiated), and the complainant’s rights upon conclusion of the investigation.
7.15 Novartis will disseminate to the entire sales field force on an annual basis the following clarifications and explanations regarding the Employee Relations process:
(i) Novartis will explain clearly and in writing that employees may make complaints on an anonymous basis (and will point out that anonymity might, in some instances, constrain the ability to investigate), and that the information collected during the investigation is kept confidential to the extent possible.
(ii) Novartis will explain clearly and in writing the process followed by Employee Relations regarding investigations into complaints of discrimination, the possible outcomes where claims are substantiated, that the timeline for an investigation is dependent on the particular facts of the case, the role that a complainant will play in the process, that a complainant may at all times communicate with Employee Relations
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either orally or in writing, and the level of information provided to the complainant at the close of an investigation.
7.16 Novartis has developed a formalized complaint investigation process, which it will continue to follow, including the practice that all investigative steps taken by the Employee Relations Group either be made in writing or documented after the fact. Novartis will further maintain an electronic database of any complaints—substantiated, unable to conclude or unsubstantiated—and disciplinary action taken (if any), so that decisionmakers have access to disciplinary guidance from similar cases so as to ensure consistent responses across the Company. One purpose of the database will be to identify trends, and to determine what additional training or policy adjustments are required in areas including gender equity.
(i) Novartis will ensure that all management-level employees and above are fully trained on this investigation process annually.
(ii) Novartis will ensure that all Employee Relations and Human Resources Business Partners are fully trained annually on this investigation process.
(iii) Novartis will explain clearly and in writing that there are several factors for management to consider in making disciplinary decisions, including the type of misconduct, severity, harm to the complainant and whether there have been multiple or sequential substantiated or unable to conclude complaints. A copy shall be provided to Class Counsel.
(iv) Novartis will continue to ensure that Field Management does not have full discretion regarding whether a claim is sufficiently substantiated, the appropriate discipline and any appropriate corrective steps when necessary. To that end,
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Novartis will continue to empower a Resolution Committee consisting of representatives from Legal, Employee Relations, the Ethics and Compliance Department and Human Resources to review the findings and make recommendations about corrective action (up to and including termination) to the relevant management. In forming its recommendation, the Resolution Committee will have access to the database described in Paragraph 7.19 below, so as to obtain, among other things, information related to prior substantiated and/or unable to conclude complaints against the subject of the investigation. If field management disagrees with the recommendation made by the Resolution Committee, the matter is escalated to the Novartis Compliance Officer, Head of the relevant Business Unit and the Resolution Committee for final decision. The Vice President of Human Resources will review the escalated matter in the event of further disagreement.
C. Human Resources’ Role in Clarification Meetings. 7.17 Within six months of the Effective Date of the Agreement, Novartis will revise the timing and function of the “clarification meeting” as follows:
(i) Novartis will provide the employee who is the subject of the complaint the opportunity to provide any evidence to the investigator within two (2) business days after the clarification meeting. If the employee submits such additional evidence and requests a follow-up meeting, a subsequent clarification meeting or telephone conference will be held before the Resolution Committee makes any determination.
(ii) The Resolution Committee will consider any evidence presented by the employee in making its recommendations.
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D. Oversight and Implementation. 7.18 Upon the Effective Date of this Agreement, Novartis will immediately commence the process of preparing training for all Employee Relations and Human Resources Business Partner personnel regarding all changes made in accordance with this Agreement. Novartis anticipates the roll-out of training will commence approximately one (1) year later, and the Company will put forth best efforts to commence training even earlier if it is practicable to do so. 7.19 Novartis currently maintains, and will continue to maintain, a database of all complaints that the Employee Relations Group investigates which includes:
(i) the date of the complaint, (ii) the type of complaint, (iii) the complainant (where available), (iv) the identity of the subject of the complaint, (v) the investigator assigned, (vi) the date of the initial contact with the complainant, (vii) the outcome of the investigation (unsubstantiated, unable to conclude, or substantiated), and (viii) the nature of the corrective action, if any. 7.20 The investigation file contains: (i) dates of interviews, (ii) date of clarification meeting[s], and (iii) date of Resolution Committee meeting.
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7.21 Novartis will build into the investigation process identification at the inception of the investigation whether the subject of the complaint has been the subject of any prior complaints.
7.22 The Head of Employee Relations will compile an annual report to be delivered to the Compliance Committee with one copy to the Chairman of the Novartis Pharmaceuticals Corporation Board of Directors. Each annual report will relay the contents of the databases detailed above, including an assessment of any gender-related trends evidenced in that data, and a summary of the nature and resolution of complaints.
E. Performance Evaluations. Novartis agrees to the following actions with respect to its Performance Evaluation Process: 7.23 Clarification and Implementation of the Performance Evaluation
(i) Novartis will evaluate how to ensure that an employee’s leave of absence will not result in negative performance ratings for his/her manager, his/her counterparts in the territory and the employee in question.
(ii) Novartis will develop and issue specific guidance regarding implementation of the Values and Behaviors evaluation.
a) Such guidance shall include examples of conduct that represents “1,” “2” or “3” in each value and behavior, and descriptors of “not meeting”, “meeting” and “exceeding” expectations.
b) It will also include detailed parameters regarding what each number score means, how to differentiate among the scores, and how to appropriately determine an overall score from the subscores so that employees are assessed consistently.
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(iii) Novartis will develop and issue guidance regarding the implementation of the Objective Evaluation.
(iv) Values and Behaviors Training: Novartis will conduct training of all managers on how to assess Values and Behaviors in light of the specific guidance described above.
(v) Objective Training: Novartis will provide training and written guidance to all managers on defining the factors that will be considered as relevant Key Performance Indicators (“KPIs”) and the weight given to each KPI, and how leaves of absence will be handled when evaluating sales results. In addition, Novartis will instruct managers that consideration and application of mitigating factors will take place at the calibration sessions.
(vi) Novartis will provide training to employees and managers on completing their self-assessments and the role that multi-raters play in the performance management process.
(vii) Novartis will retain an external specialist with the input of Class Counsel (who shall first review the qualifications of this individual, including previous analyses and publications). This specialist will design an annual adverse impact analysis of ratings to determine if there are any significant gender disparities.
a) Class Counsel shall have an opportunity to meet with the specialist and review his/her proposed methodology as well as the final methodology used for the analysis before the specialist begins the analysis.
b) Class Counsel shall also have the opportunity to make recommendations to the specialist about the methodology used for the analyses.
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c) Novartis agrees to share the results of that analysis, as they pertain to gender, with Class Counsel. Class Counsel shall have the opportunity to propose recommendations to Novartis on appropriate remedies. Novartis will remedy, as soon as practicable, any gender-related problems affecting employees covered by this Agreement and evidenced in the analysis.
7.24 Transparency and Training (i) Novartis will provide mandatory training for all managers
regarding the performance evaluation process, including the specific guidance discussed above. This same training will be made optional for sales force members and provided on the Novartis intranet.
(ii) The sales force will receive and have access to all written guidance regarding performance evaluations that are made available to managers.
(iii) Novartis will continue to circulate to all associates at year-end all written guidance for performance evaluations, including information regarding the appeals process (see Paragraph 7.26 below). This information will continue to be made available on the Novartis intranet.
7.25 Calibration Sessions (i) Novartis will conduct calibration sessions at the District Manager
and second-line manager level for representatives (and at the second-line manager and Vice President level for District Managers) to ensure consistency in the evaluation of employees against a uniform understanding of the expectations.
a) Human Resources will continue to play an active role in the calibration sessions as detailed below.
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b) Each second-line manager will meet with all of his or her District Managers along with an Human Resources representative to discuss the uniform expectations for performance at each level, any mitigating circumstances that came into play for any districts in the region, and application of the uniform expectations to the sales representatives across districts.
c) The Human Resources representative will be primarily responsible for presenting the uniform expectations; the second-line manager will lead the other portions of the discussion.
d) The Human Resources representative will be tasked with maintaining records on the conversations had during the calibration session and the reasons for any alterations to ratings that are made as a result of the conversation. Any disputes between a District Manager and a second-line manager must also be documented.
e) The same process will be followed at one level up for the evaluation of District Managers.
7.26 Human Resources’ Role and the Appeals Process (i) Novartis will add an appeals process whereby employees who
disagree with their performance rating may appeal to their 1 over 1 manager who, in consultation with an Human Resources Business Partner who was not involved in the calibration session, will render a final decision.
(ii) Any employee who believes that his/her review was improperly tainted by discrimination may file a complaint via the Employee Relations complaint procedure.
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F. Compensation. Novartis agrees to the following actions with respect to its Compensation Policies and Procedures: 7.27 Novartis Compensation and Benefits (“C&B”) will work with an external C&B specialist to design a Base Salary pay in range analysis and subsequent adverse impact analysis, as described below. Novartis will retain the specialist with the input of Class Counsel (who shall first review the qualifications of this individual, including previous analyses and publications).
(i) Class Counsel shall have an opportunity to meet with the specialist and review his/her proposed methodology as well as the final methodology used for the analyses below before the specialist begins the analysis.
(ii) Class Counsel shall also have the opportunity to make recommendations to the specialist about the methodology used for the analyses.
7.28 Novartis C&B will work with the specialist to design a base salary pay in range analysis for sales representatives and first-line managers.
(i) This analysis will include identification of any gender-related discrepancies within the range despite similar tenure, experience, and performance.
(ii) The analysis will be completed within three months after the agreed analysis design. In case of discrepancy versus range, Novartis will bring the outliers within range within 18 months according to a phased schedule.
7.29 The specialist will review the Field Force Incentive policy to avoid negative impact on Incentive payout for managers or for sales representatives as a result of approved leaves of absence for other sales representatives in the district.
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7.30 Novartis has introduced a merit increase grid, which limits a manager’s discretion on pay decisions and should be used as a guideline for pay increases. The grid shows a matrix with Position in Range and Performance Rating and for each position, a range of recommended pay increase (as a percentage). Managers will be required to document any deviation from the grid. The C&B manager will review the recommended merit increases against the guidelines and make a final recommendation for approval to senior management. These recommendations shall be documented in writing.
7.31 Guidelines on how to plan for merit increases will be issued prior to the year-end process. A manager’s merit increase planning will be reviewed by the Supervisor, Human Resources and the C&B team.
7.32 Upon completion of each annual merit planning process, Novartis C&B will perform an adverse impact analysis for discrepancies in annual rate of pay based on gender.
(i) Novartis will make necessary adjustments based on these findings in the next merit cycle.
a) Adjustments resulting from the adverse impact analysis will not be taken from the merit increase budget established for that year.
(ii) For the term of this Agreement, Novartis agrees to share the results of that analysis, as they pertain to gender, with Class Counsel. Class Counsel shall have the opportunity to propose recommendations to Novartis for compensation adjustments detailed in Paragraph 7.32(i) above.
7.33 Any employee who believes that his/her merit raise or compensation is tainted by discrimination, may file a complaint in accordance with the Employee Relations
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complaint process. Novartis will provide in writing a reminder of the complaint process on an annual basis.
G. Promotional Opportunities. Novartis agrees to the following actions with respect to its Policies and Procedures for Promotional Opportunities: 7.34 Formalizing and Articulating Standards
(i) Novartis has formalized and documented the qualifications necessary to be considered eligible for management, the processes followed for management development, the steps a representative must take to become a manager, and the role that the District Manager and second-line manager play in that process. In instances where employees are assigned to District Manager positions outside the process because the position is filled by external hiring, international hiring, or by a developmental rotation, Novartis will ensure this is done on a non-discriminatory basis.
a) Novartis will provide written direction and training that specifies that District Managers and second-line managers are not allowed to modify or add any additional requirements, standards, or steps to the Management Development (“MD”) process.
b) On an annual basis, Novartis will provide these policies in written form to the entire sales field force and will make them available year-round on the Novartis intranet.
c) Novartis will also provide clear written materials regarding the pre-Management Development Program (“MDP”) checklist and the MD classes, how each stage progresses, what individuals need to do to move through each stage, and the frequency at which each of the MD classes are offered.
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d) Where possible, the calendared dates for each MD class, along with the eligibility requirements and the registration process, should be posted on the intranet well in advance of registration closing for each class.
e) Employees will be notified of a Sales Training department employee who can answer questions regarding the MD classes and the MDP checklist. Novartis will ensure that this department is sufficiently staffed to answer questions in a timely manner.
(ii) MDP Training a) Novartis will commit that the MDP will not require more
than a three-night stay away from home per quarter for training on the MDP, and will not require training to occur over the weekend.
7.35 Enabling More Self-Guided Development (i) Novartis has created and will continue to maintain a system that
allows interested employees to self-register their interest in management electronically. a) In response to a registration of interest for management,
Novartis does, and will continue to, automatically provide to the eligible individual information regarding completion of the MDP checklist, along with eligibility requirements and the next steps in proceeding through the MDP process. These materials will also detail what changes in performance or other circumstances would lead to an employee being removed from the MDP process.
b) Novartis will also provide a Sales Training contact who can answer questions about the process and can provide advice regarding concerns.
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c) The Sales Training contact will monitor candidates’ progress through the program and if concerns are identified either by a candidate or by the Sales Training contact himself/herself, will notify the appropriate Human Resources Business Partner. The Human Resources Business Partner will intervene as necessary and discuss with the District Manager and/or second-line manager any concerns regarding the support of the District Manager or second-line manager for management.
d) Any concerns regarding discrimination will be handled pursuant to the Employee Relations complaint process.
(ii) A second-line manager will be required to monitor the progress of employees who participate in the Management Development system.
(iii) Novartis will maintain a distribution list of “ready” management candidates, updated after the close of each MD3 class, who have completed the MD process and so are eligible for a District Manager I position. Unless an available District Manager I position must be filled under exigent circumstances that require an immediate hiring decision or will be filled through external hiring, international hiring, or by a developmental rotation, Novartis will post available District Manager I positions on its internal system. Candidates may set up a profile which will have the system automatically notify them when such a posting appears.
7.36 Tracking and Monitoring Progress (i) Novartis will create and maintain a database that tracks the overall
number, identity and gender of individuals who self-nominate, have completed the checklist and have completed each of the MD classes (MD1, MD2 or MD3).
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a) The database will also identify the date at which each step in the process was completed.
b) The database will also record the number and gender distribution of each individual who became a District Manager I by year and the date and position which each individual filled.
c) Individuals will remain in the database until they are no longer with the Company, become a District Manager, move into a different Novartis career path (e.g., marketing), no longer satisfy the performance or other requirements for a District Manager I position, or have removed themselves from consideration.
(ii) Novartis will retain an external specialist to design an adverse impact analysis two years from the Effective Date of this Agreement with respect to the pool of employees qualified for and interested in promotions to first-line manager to determine if there are any significant gender disparities in overall gender representation at the District Manager I level, in new hires into the District Manager I level, and in time to promotion into District Manager I from completion of MD3. Novartis will retain the specialist with the input of Class Counsel (who shall first review the qualifications of this individual, including the previous analyses and publications).
a) Class Counsel shall have an opportunity to meet with the specialist and review his/her proposed methodology as well as the final methodology used for the analysis before the specialist begins the analysis.
b) Class Counsel shall also have the opportunity to make recommendations to the specialist about the methodology used for the analysis.
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c) This analysis will be conducted in accordance with federal affirmative action guidelines.
d) Novartis agrees to share the related results of that analysis, as they pertain to gender, with Class Counsel. Class Counsel shall have the opportunity to propose recommendations to Novartis on appropriate remedies. Novartis will remedy, as soon as practicable, any gender-related problems affecting employees in jobs covered by this Agreement and evidenced in the analysis.
(iii) Novartis will compile an annual report to be provided to the Head of Human Resources, the Vice President of Diversity and the Executive Committee, with one copy to the Chairman of the Novartis Pharmaceuticals Corporation Board of Directors. Each annual report will relay the contents of the database detailed above in Paragraph 7.36(i).
7.37 Cultivating Talent (i) Novartis will work with Luke Visconti, CEO from DiversityInc,
and Joyce Dudley from Dudley Hamilton to work on the overall culture at Novartis and improve the Novartis work environment for all employees and report annually to the Novartis Executive Committee on recommendations and actions taken.
H. Compliance. 7.38 The Court will appoint, pursuant to Federal Rule of Civil Procedure 53 (“Rule 53”), a Compliance Master to monitor the implementation by Novartis of the terms of Section VII of this Agreement. 7.39 For each of the three (3) years following the Effective Date, Novartis will submit, on the anniversary of the Effective Date, an annual report to Class Counsel detailing
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its compliance with Section VII of this Agreement and attaching any expert reports generated during the course of the preceding year. Within thirty (30) calendar days of the submission of each annual report, Novartis and Class Counsel will jointly submit to the Compliance Master Novartis's annual report (including attachments), as well as either a joint statement that the Parties agree that Novartis has complied with Section VII of this Agreement, or a statement by Class Counsel identifying areas of Novartis's alleged noncompliance with Section VII of this Agreement and an accompanying response by Novartis.
7.40 If Class Counsel identifies areas of alleged noncompliance, or if the Compliance Master deems it necessary and appropriate notwithstanding the Parties’ agreement as to compliance, the Compliance Master shall make written inquiries to the Parties to assess whether there are compliance issues. The Parties will respond in writing to any such inquiries within thirty (30) days of the date of the mailing of the written inquiries, and the Compliance Master shall then, within thirty (30) days of receipt of the Parties’ written response, conclude in writing either that Novartis is in compliance with Section VII of this Agreement or inform the Parties of any specific item or items as to which Novartis is not in compliance.
7.41 The Compliance Master shall be responsible only for identifying any noncompliance with the specific terms of Section VII of this Agreement; however, the Compliance Master may make suggestions regarding the means by which Novartis might bring itself into compliance.
(i) If the Compliance Master determines that Novartis is in compliance with the terms of Section VII of this Agreement for that year, no further
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reporting action regarding that year shall be necessary. However, if the Compliance Master concludes that Novartis is in compliance with Section VII of this Agreement, Class Counsel may file objections to that conclusion with the Court pursuant to Rule 53 no later than twenty (20) days after a copy of the conclusion is served on Class Counsel.
(ii) If the Compliance Master identifies a specific item or items on which Novartis is not in compliance, Novartis shall promptly take remedial steps to bring itself into compliance. In the alternative, Novartis may file objections to the Compliance Master's conclusion with the Court pursuant to Rule 53 no later than twenty (20) days after a copy of the Compliance Master's conclusion is served on Novartis.
a) In the event that Novartis is required to take remedial steps to bring itself into compliance, Novartis shall provide a supplemental report detailing the remedial steps taken and explaining how these steps remedied the identified areas of noncompliance. This supplemental report shall be provided to the Compliance Master on a timeline to be set by the Compliance Master at the time any instance of noncompliance is identified.
b) Class Counsel shall have an opportunity to comment no later than twenty (20) days after a copy of Novartis’s supplemental report is served on Class Counsel and the Compliance Master. The Compliance Master shall then either conclude that Novartis is in compliance or that it is not.
7.42 Upon completion of the third annual report cycle, as described above, if the Compliance Master believes that Novartis is in compliance with Section VII of this Agreement, he or she shall recommend to the Court that Novartis’s obligations described in this Section be terminated. If at that time the Compliance Master does not believe that
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Novartis is in compliance with Section VII of this Agreement or is not satisfied that

Novartis has promptly corrected any specific items of noncompliance, he or she shall make

a recommendation to the Court concerning the possible extension of all or some of

Novartis’s obligations under Section VII of this Agreement. Pursuant to Rule 53, the

Parties may file comments or objections to the Compliance Master’s recommendation with

the Court no later than twenty (20) days after a copy of the Compliance Master’s

recommendation is served.

7.43 The fees and costs of the Compliance Master, which shall not exceed

$250,000.00 for the three-year period, shall be paid from the Settlement Fund as an

administrative expense, as described in Paragraph 9.6 below.

7.44 Any information obtained by the Compliance Master shall be treated as

confidential and shall not be used for any purpose other than monitoring the implementation

of this Agreement, consistent with the terms of Section VII. Prior to receiving the Parties’

first annual report, the Compliance Master shall execute a confidentiality agreement limited

by the restriction in the preceding sentence.

7.45 Nothing in this Provision will limit the right of Class Counsel to

participate in the implementation or oversight of the Programmatic Relief as is otherwise

detailed in Section VII of this Agreement.

VIII. SETTLEMENT FUND

8.1

No later than thirty (30) calendar days after the Effective Date, Novartis

shall provide, by wire transfer, to the Claims Administrator $152,500,000.00 (the

“Settlement Fund”). The Settlement Fund is calculated based upon the Total Settlement

Amount described in Paragraph 6.1 ($175,000,000.00) minus the value of the non-monetary

relief portion of the Settlement described in Section VII ($22,500,000.00). 34

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8.2

The Settlement Fund will be placed in an interest bearing account (the

“Settlement Fund Account”) approved by Class Counsel with a unique Taxpayer

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

awards will be divided equally between the Class Award for Backpay and the Maximum

Class Award for Compensatory Damages, described in Paragraphs 10.1(iii) and (iv) below,

and distributed according to the procedures set forth therein.

8.3

The Settlement Fund Account will constitute a qualified settlement fund

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

Novartis shall execute an election statement provided by the Claims Administrator which

shall be affixed to the initial tax return of the Settlement Fund Account in order to establish

the start date of the Settlement Fund Account. The Settlement Fund Account will be

created, managed and disbursed by the Claims Administrator under the supervision of Class

Counsel and Counsel for Novartis. The Claims Administrator shall be the only entity

authorized to make withdrawals or payments from the Settlement Fund Account. Novartis

will have no responsibilities or liabilities with respect to the administration of the

Settlement Fund Account, including any distribution therefrom and the reporting for such

distribution.

8.4

Upon wiring the Settlement Fund amount, Novartis will have no further

monetary obligations with respect to Settlement Class Members, Class Counsel or Named

Plaintiffs pursuant to the Settlement and shall have no further responsibility to make any

additional payments pursuant to this Settlement, including with respect to attorneys’ fees

and costs.

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8.5

The Claims Administrator shall have the obligation to return the entire

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

Account) to Novartis within five (5) business days in the event of revocation of this

Settlement pursuant to Section XI below, or in the event that this Settlement Agreement is

reversed on appeal or is otherwise rendered null and void for any reason.

8.6

The Claims Administrator shall distribute the Settlement Fund (including

any interest generated by the Settlement Fund Account) pursuant to the provisions below,

and on the time schedule described herein and pursuant to orders of the Court.

8.7

In the event that the Settlement Fund is not completely distributed for any

reason, any and all remaining funds shall revert back to Novartis. The Claims

Administrator shall provide, by wire transfer, the amount to be reverted to Novartis no later

than ten (10) business days after the distribution of the settlement checks described in

Section X.J below. In addition, within one (1) year and fifteen (15) business days from the

date of distribution of the settlement checks described in Section X.J below, the Claims

Administrator shall provide to Novartis, by wire transfer, the amount of any settlement

checks not paid from the Settlement Fund Account due to Settlement Class Members’

failure to cash the check within one (1) year. The Claims Administrator’s determination of

the amount to revert back to Novartis pursuant to this provision shall be final and non-

appealable.

8.8

$164,500.00 of the Settlement Fund will be set aside in a fund to be

distributed to a non-profit organization dedicated to the advancement of women in the

workforce. The choice of such organization will be proposed by Class Counsel to Novartis,

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who may reject Class Counsel’s choice and require alternative proposals until Class

Counsel proposes an organization that meets Novartis’s approval.

IX. ATTORNEYS’ FEES AND EXPENSES, ADMINISTRATIVE EXPENSES AND SERVICE AWARD PAYMENTS

A. Attorneys’ Fees and Expenses.

9.1

Pursuant to Fed. R. Civ. P. 23(h), Class Counsel, in connection with

seeking Court approval of the Settlement, shall apply for reasonable attorneys’ fees and

expenses incurred by Class Counsel, including the fees and expenses in connection with

overseeing the claims process and monitoring the Settlement Agreement.

9.2

Novartis will not object to a motion for attorneys’ fees by Class Counsel

of up to $38,125,000.00. Novartis will not object to a motion for expenses by Class

Counsel of up to $2,000,000.00. These amounts include all fees, costs and expenses in

connection with the Civil Action and overseeing the claims process and monitoring the

Settlement Agreement.

9.3

The Claims Administrator will pay from the Settlement Fund any Class

Counsel attorneys’ fees and expenses ordered by the Court no later than thirty-five (35)

calendar days after the Effective Date. Prior to the payment of attorneys’ fees and

expenses, Class Counsel will provide the Claims Administrator 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 be the sole responsibility

of Class Counsel.

9.4

If the Court awards attorneys’ fees in an amount less than $38,125,000.00

and/or expenses in an amount less than $2,000,000.00, the difference will be divided and

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allocated in equal parts to the Class Award for Backpay and the Maximum Class Award

for Compensatory Damages, described in Paragraphs 10.1(iii) and (iv) below, and

distributed according to the procedures set forth therein. If the Court awards attorneys’

fees in an amount greater than $38,125,000.00 and/or expenses in an amount greater than

$2,000,000.00, the difference shall be deducted in equal parts from the Class Award for

Backpay and the Maximum Class Award for Compensatory Damages, described in

Paragraphs 10.1(iii) and (iv) below.

B. Administrative Expenses.

9.5

No later than ten (10) business days after the deadline for completion of

the entire claims process, the Claims Administrator and Claims Adjudicator shall provide

the Court and Counsel for the Parties with a statement detailing their respective fees, costs

and expenses incurred in connection with administering the Settlement Fund. The Parties

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 of the

Settlement. The Claims Administrator and Claims Adjudicator will be paid for the above-

referenced fees and expenses from the Settlement Fund.

9.6

$250,000.00 of the Settlement Fund will be set aside to pay the fees and

costs of the Compliance Master as set forth in Paragraph 7.43 above. In the event that the

total fees and costs of the Compliance Master are less than $250,000.00, the difference will

be distributed to the non-profit organization chosen by the Parties pursuant to Paragraph 8.8

above. It is the Parties’ intention that the costs and expenses incurred in the administration

of the Settlement, including the fees and costs of the Compliance Master, not exceed

$2,375,000.00.

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C. Service Award Payments and Compensatory Damages to Named Plaintiffs and Testifying Witnesses

9.7

Subject to Court approval, the Claims Administrator will pay from the

Settlement Fund prescribed amounts to deponents, testifying witnesses and Named

Plaintiffs for the substantial time and energy that they have devoted in litigating this

lawsuit, provided they do not opt-out of the Settlement (collectively “Service Award

Payments”).

(i) Subject to Court approval, the following amounts shall be

distributed to the Testifying Witnesses and Named Plaintiffs to compensate each

individual for compensatory damages and for their dedicated service in litigating the

matter and bringing about this Settlement:
 Tara Blum (Testifying Witness): $205,000.00;  Jessica Borsa (Testifying Witness): $425,000.00;  Kelly Corbett (Testifying Witness and Named Plaintiff): $363,000.00;  Marta Deyne (Named Plaintiff): $385,000.00;  Bernice Dezelan (Testifying Witnes): $272,000.00;  Joan Durkin (Named Plaintiff): $385,000.00;  Minel Hider Tobertga (Named Plaintiff): $385,000.00;  Jamie Holland (Named Plaintiff): $385,000.00;  Lori Horton (Named Plaintiff): $385,000.00;  Maryanne Jacoby (Named Plaintiff): $385,000.00;  Terri Kelly (Testifying Witness): $175,000.00;  Karen Liggins (Named Plaintiff): $385,000.00;  Simona Lopes (Named Plaintiff): $385,000.00;  Christine Macarelli (Testifying Witness): $249,000.00;  Wendy Pinson (Named Plaintiff): $385,000.00;  Raelene Ryan (Testifying Witness): $425,000.00;  Marjorie Salame (Testifying Witness): $425,000.00;  Kelli Shannon (Testifying Witness): $325,000.00;

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 Amy Velez (Lead Named Plaintiff): $410,000.00;  Roberta Von Lintel (Named Plaintiff): 385,000.00;  Holly Waters (Testifying Witness and Named Plaintiff): $425,000.00;  Jennifer Waxman-Recht (Testifying Witness and Named Plaintiff): $425,000.00;  Catherine White (Testifying Witness and Named Plaintiff): $331,500.00;  Michelle Williams (Named Plaintiff): $385,000.00;  Penni Zelinkoff (Named Plaintiff): $385,000.00; and  Amy Zschiesche (Testifying Witness): $260,000.00.
The amounts above reflect a compensatory damage award for the Testifying Witnesses

awarded by the jury (capped at $300,000.00 per statutory mandate), and for the non-

testifying Named Plaintiffs based on the average jury award to Named Plaintiffs. Two

modifications to the compensatory damage awards were included for testifying

individuals who had additional claims outside the original certified class period that are

now included in the settlement period. Each amount also includes a $125,000.00 Service

Award Payment, with Lead Named Plaintiff Amy Velez receiving a $150,000.00 Service

Award Payment.

(ii) Subject to Court approval, a Service Award Payment of

$25,000.00 each shall be distributed to the deponents in compensation for their dedicated

service in litigating the matter and bringing about this settlement:

 Dana Allen  Holly Blakeley  Donna Connally  Cassandra Covington  Christine Coyle  Debora Davis  Ivette Flower  Felicia Jordan  Nicole Joslin

 Michelle Kraft  Julie Lynch  Karla Palmer  Jennifer Peldiak  Drew Persinger  Carrie Petermeyer  Angela Plonczyk  Theresa Thomas  Heather Thompson

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 Ryan Tselikis

 Christine Vaughn

Individuals receiving a Service Award Payment pursuant to this Paragraph must follow

the claims procedure set out in Section X.E below.

(iii) The Claims Administrator will pay the aforementioned Service

Award Payments, less applicable withholdings and deductions, if any, within thirty-five

(35) calendar days after the Effective Date. All individuals receiving payments under

these paragraphs who are also Settlement Class Members, as defined in Paragraph 2.21

above, are eligible to receive a backpay award pursuant to Paragraph 10.1(iii).

9.8

If the Court awards monies less than those set out above, the difference

will be divided and allocated in equal parts to the Class Award for Backpay and the

Maximum Class Award for Compensatory Damages described in Paragraphs 10.1(iii) and

(iv) below, and distributed according to the procedures set forth therein. If the Court

awards monies more than those set out above, the difference shall be deducted in equal parts

from the Class Award for Backpay and the Maximum Class Award for Compensatory

Damages described in Paragraphs 10.1(iii) and (iv) below.

X. INDIVIDUAL MONETARY PAYMENTS TO SETTLEMENT CLASS MEMBERS AND CLAIMS PROCESS

A. Allocation of Individual Monetary Awards

10.1 Individual Awards for Backpay and Compensatory Damages

(i) Individual monetary awards payable to Proposed Settlement Class

Members and Class Representatives will be allocated in settlement of their claims for

backpay or lost wages and compensatory damages. Monetary awards for backpay or lost

wages are subject to all applicable tax withholdings. Monetary awards for compensatory

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damages and/or Service Award Payments shall not be treated as lost wages and therefore will be subject to reporting on IRS Form 1099.
(ii) 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, Novartis’s bonus, executive compensation, pension, any 401(k) and/or other retirement, savings or benefit plans or similar programs.
(iii) Backpay: $60,000,000.00 of the Settlement Fund (which includes the employer’s share of federal and state payroll taxes) (and any additional monies, or less any deductions, pursuant to Paragraphs 8.2, 9.4 and/or 9.8 above) will be allocated to the “Class Award for Backpay”, apportioned among the Class Representatives and Proposed Settlement Class Members who do not opt out of the settlement as follows:
a) A fixed monthly amount for backpay (“Backpay Monthly Amount”) will be calculated by dividing the Class Award for Backpay by the total months worked by the Class Representatives and Proposed Settlement Class Members in jobs included within the Settlement Class definition in Paragraph 2.21 (“class-eligible job(s)”) during the Settlement Class Period.
b) A Class Representative or Settlement Class Member who does not opt out of the settlement will receive an amount equal to the Backpay Monthly Amount multiplied by the number of months the Settlement Class Member worked in a class-eligible job during the Settlement Class Period, less applicable withholdings and deductions as described below in Paragraph 10.1(iii)(c).
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c) The Claims Administrator will withhold from each Class Representative and Settlement Class Member’s backpay award both the employee’s and employer’s share of applicable taxes under federal, state and/or local laws. The Claims Administrator will ensure that such monies withheld are paid to the appropriate authorities for each Settlement Class Member and Class Representative and will issue IRS Forms W-2 for the amounts reportable on each Form.
d) Any portion of the Class Award for Backpay that is not awarded or withheld through the process described in Paragraphs 10.1(iii)(a)-(c) will be apportioned to the Class Representatives and Settlement Class Members who do not opt out of the settlement in proportion to the number of months that each such person worked in a class-eligible job during the Settlement Class Period. No portion of the Class Award for Backpay will revert back to Novartis or be allocated to the Maximum Class Award for Compensatory Damages.
(iv) Compensatory Damages: The Settlement Fund less distributions pursuant to Paragraph 8.8, Section IX and the Class Award for Backpay (and any additional monies, or less any deductions, pursuant to Paragraphs 8.2, 9.4 and/or 9.8 above) will be allocated to the Maximum Class Award for Compensatory Damages, to be distributed as follows:
a) A fixed monthly amount for compensatory damages (“Compensatory Monthly Amount”) will be calculated by dividing the Maximum Class Award for Compensatory Damages (currently estimated at approximately $40,000,000.00) by the total months worked by Proposed Settlement Class Members in class-eligible jobs during the Settlement Class Period.
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b) A Proposed Settlement Class Member who is both (1) eligible to receive compensatory damages by submitting a timely and complete Claim Form pursuant to Paragraph 10.13 below (“Eligible Claimant”), and (2) deemed by the Claims Adjudicator to have substantiated her claim for compensatory damages pursuant to Section X.F, will receive an award of compensatory damages in an amount equal to the Compensatory Monthly Amount multiplied by the number of months the Eligible Claimant worked in a class-eligible job during the Settlement Class Period.
c) In addition, an Eligible Claimant who was treated by a Medical Professional (as defined in Paragraph 2.15 above) during the period July 15, 2002 to the Preliminary Approval Date for pain and suffering resulting from gender discrimination she experienced while working in a class-eligible job, and who timely completes the requirements set forth below in Paragraph 10.15, may be entitled to an increase in her compensatory award above the amount determined pursuant to Paragraph 10.1(iv)(b). The amount of increase, if any, in an Eligible Claimant’s compensatory award will be determined by the Claims Adjudicator in his or her discretion and paid out of the Maximum Class Award for Compensatory Damages as defined above. The total of all additional compensatory damages awarded by the Claims Adjudicator pursuant to this provision shall not exceed $5,000,000.00.
d) No Eligible Claimant may receive a compensatory award in an amount that exceeds the limitation on compensatory and punitive damages provided for by 42 U.S.C. § 1981a(b)(3)(D) (i.e., $300,000.00).
e) Any portion of the Maximum Class Award for Compensatory Damages that is not awarded as a result of the claims process and
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monetary distribution procedure described in Section X herein will revert back to Novartis pursuant to the procedure described in Paragraph 8.7 above.
B. Claims Administrator’s Duties. 10.2 The Claims Administrator shall (1) mail the Notice of Class Action Settlement (the “Notice”) and Claim Forms to Proposed Settlement Class Members; (2) respond to questions from Proposed Settlement Class Members; (3) perform backpay and compensatory award distribution calculations as set forth in Paragraph 10.1; (4) maintain a toll-free number for communicating with Proposed Settlement Class Members; (5) mail checks containing payments to Named Plaintiffs, deponents, testifying witnesses, Settlement Class Members, Class Counsel, and the Claims Administrator and Claims Adjudicator; (6) wire any amount from the Settlement Fund which reverts back to Novartis; (7) forward all compensatory damage Claim Forms received from Class Members to the Claims Adjudicator on a rolling basis; and (8) perform any other duties necessary to fulfill its responsibilities described in this Agreement.
C. Claims Adjudicator. 10.3 The Court shall appoint at least one Claims Adjudicator to (1) receive and review Claim Forms, any written responses from Novartis and any further information submitted by Class Counsel to evaluate eligibility and make a final determination regarding entitlement to compensatory awards; (2) receive and review the Riders to Claim Forms to evaluate eligibility and make a final determination regarding entitlement to increased compensatory awards and if so, the amount of such increased compensatory award; (3) seek additional information from Claimants or Class Counsel, when appropriate; and (4) report to the Court, the Claims Administrator and to all Counsel final determinations regarding entitlement to, and amount of, compensatory awards.
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D. Notice and Claim Forms. 10.4 Within twenty (20) business days after the Preliminary Approval Date, the Company shall provide to the Claims Administrator a list of all Proposed Settlement Class Members, including name, employee ID, job title, employment dates, last known address and telephone number. The Company will provide this information in a format reasonably acceptable to the Claims Administrator. The Claims 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. Class Counsel may provide updates on any addresses or contact information provided by the Proposed Settlement Class Members to the Claims Administrator, and such updates shall be incorporated into the list. 10.5 The Company’s existing personnel and payroll records shall be presumed to be correct as to any Claimant’s gender and dates of employment. In order to overcome such a presumption, a Claimant must, within twenty (20) calendar days of the mailing of the notice that her claim was denied, submit documentary evidence showing that the Company’s records are inaccurate and that corrected information should be used. 10.6 No later than twenty (20) business days after the date that the Company provides the list of all Proposed Settlement Class Members described in Paragraph 10.4, the Claims Administrator shall mail the Notice of Class Action Settlement, in substantively the form attached hereto as Exhibit A, and as approved by the Court, to Proposed Settlement Class Members, by United States first class mail, postage prepaid with a postmark date stamped on the envelope of the Notice. The Parties intend to provide actual notice to each Proposed Settlement Class Member, to the extent practicable. The Claims Administrator shall mail a Claim Form, attached hereto as Exhibit B, to each Proposed Settlement Class Member at the same time the Notice is sent.
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10.7 In order to provide the best notice practicable, the Claims Administrator will do the following before mailing the Notice and Claim Form: (1) run the list of all Proposed Settlement 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 tax records, motor vehicle registration records (where allowed) and credit bureaus.
10.8 If envelopes from the mailing of the Notice and Claim Form are returned with forwarding addresses, the Claims Administrator will re-mail the Notice and Claim Form to the new address within three (3) business days of receiving the returned envelope.
10.9 Class Counsel shall provide the Court, at least five (5) calendar days prior to the Final Fairness 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 Settlement Class Members.
10.10 In the event that a Notice of Class Action Settlement and Claim Form are returned to the Claims Administrator by the United States Postal Service because the address of the 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 current address of the particular Proposed Settlement 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 Settlement Class Member, the Notice of Class Action Settlement and Claim Form shall be sent again to the Proposed
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Settlement Class Member’s last known address. In 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 Settlement Class Member can demonstrate good reason why she did not receive it.
10.11 With respect to envelopes marked “Return to Sender”, the Claims Administrator will also call any identified last-known telephone numbers (and telephone numbers updated through public and proprietary databases) of Proposed Settlement Class Members to obtain their current addresses.
10.12 The Claims Administrator shall provide to Counsel for Novartis and Class Counsel, at least ten (10) business days prior to the Final Fairness Hearing, a list of Proposed Settlement Class Members for whom notices were returned as undeliverable and for whom efforts to obtain an alternative address failed.
E. Submission of Claim Forms After Final Approval. 10.13 All Proposed Settlement Class Members who seek recovery of a monetary award from the Maximum Class Award for Compensatory Damages portion of the Settlement Fund must make such a claim in writing using the Claim Form attached as Exhibit B. All Claim Forms must be signed by the Claimant under penalties of perjury. Each Proposed Settlement Class Member who seeks to be considered as an “Eligible Claimant” must submit her own timely and complete Claim Form. All Claim Forms must be mailed to the Claims Administrator and postmarked by the claim filing deadline described in the Notice and Claim Form in order to be considered timely. In order for a Claim Form to be considered complete, all questions must be answered (except that failure to provide an employee identification number will not in any way be held against the Claimant) and all applicable blanks filled in in a manner legible to the Claims Administrator
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and Claims Adjudicator. Failure to file a timely and complete Claim Form by the deadline for submission of all Claim Forms, if not corrected within the remedial period set forth in Paragraph 10.19 below, shall bar the Proposed Settlement Class Member from receiving a monetary award for compensatory damages.
10.14 In the Claim Form, each Eligible Claimant who seeks recovery of a monetary award from the Maximum Class Award for Compensatory Damages portion of the Settlement Fund must declare under penalties of perjury (without a notarized requirement) that during the Settlement Class Period, while in a class-eligible job, she was discriminated against on account of her gender in seeking a promotion, in the level of her pay, and/or on account of pregnancy, and that she experienced physical and/or emotional pain and suffering resulting from that discrimination. The Eligible Claimant’s declaration must be accompanied by a reasonably detailed explanation of the circumstances giving rise to the belief that she experienced gender discrimination during the Settlement Class Period and a reasonably detailed explanation of the nature of the resulting physical and/or emotional pain and suffering.
10.15 In the Rider to the Claim Form, each Eligible Claimant who seeks, pursuant to Paragraph 10.1(iv)(c), an increase in her compensatory award above the amount determined pursuant to Paragraph 10.1(iv)(b) must declare under penalties of perjury (without a notarized requirement) that she received medical treatment from a Medical Professional during the period July 15, 2002 to the Preliminary Approval Date for the physical and/or emotional pain and suffering the Eligible Claimant contends resulted from the gender discrimination alleged in her Claim Form. The Eligible Claimant’s declaration must be accompanied by a reasonable explanation of such medical treatment. The Eligible
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Claimant must also attach to the Rider to the Claim Form a declaration executed by the Eligible Claimant’s Medical Professional declaring under penalties of perjury (without a notarized requirement): (1) that he or she provided medical treatment to the Eligible Claimant during the period July 15, 2002 to the Preliminary Approval Date for physical and/or emotional pain and suffering resulting from gender discrimination the Eligible Claimant experienced while working in a class-eligible job, and (2) describing the nature of the medical treatment provided to the Eligible Claimant. Novartis, Counsel for Novartis and Class Counsel shall not have access to any Claimant’s Rider to her Claim Form, or any declaration attached thereto.
10.16 The Claims Administrator shall submit, on a weekly basis, a copy of all timely and complete Claim Forms, excluding the Rider, received as of that date to a designated Novartis representative (who shall not be part of Field Management or the Human Resources Department). If Novartis has information within its possession that is inconsistent with an Eligible Claimant’s declarations contained in her Claim Form, Novartis may submit a written response to the Claims Administrator and Claims Adjudicator, with a copy to Class Counsel, within forty-five (45) calendar days of the deadline for submission of all Claim Forms. No further submission shall be made by Novartis. If Novartis submits a written response to any Claim Form, Class Counsel may submit additional information to the Claims Administrator and Claims Adjudicator about the Eligible Claimant’s declarations in her Claim Form that are the subject of Novartis’s written response within fourteen (14) calendar days of the submission of Novartis’s written response.
(i) Novartis’s written response may identify only the following categories of inconsistent information: dates of employment; positions held; dates of
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application for any promotions; dates of completion of any course or training process; reporting relationships; dates of reported contact with Human Resources or Novartis management regarding a Claimant’s concerns or complaints; reported national and regional ranking of the individual Claimant; reported annual performance rating; Claimant’s compensation; Claimant’s leaves of absence, (including, but not limited to pregnancy leave and Family and Medical Leave), and any recorded Human Resources or BPO investigations into Claimant during the time period in which Claimant alleges discrimination.
(ii) The designated Novartis representative will not respond with counter-allegations regarding: the substance or content of conversations between a Claimant and any Novartis employee; any assessment of the relative performance of any of Claimant’s peers; or any other assessment of the Claimant’s performance, reliability, or the merit of Claimant’s claims.
(iii) The designated Novartis representative will prepare and provide any written responses to the Claim Forms submitted by Settlement Class Members. Field Management, including line-managers and one-over managers, will not be informed of any Claimant’s filing or involved in any way with the preparation of the response.
(iv) Claim Forms shall be used only for the purpose of filing a claim for compensatory damages under this Agreement, and shall not be used by Settlement Class Members, Class Counsel or any other person for any other reason. Claim Forms may not be used by Novartis to conduct internal investigations in to the substance of the allegations contained therein. Accordingly, any Proposed Settlement Class Member who believes that she or anyone else is subject to ongoing discrimination or misconduct must
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report their allegations separately to the Novartis Business Practices Officer (“BPO”) or to the Employee Relations hotline, AlertLine, her Supervisor, an officer of the Company, or a representative of Human Resources, Ethics and Compliance or Legal for investigation and resolution.
(v) Claim Forms will be used only to administer the Settlement, and will not be admissible in a court or other legal proceeding for any other purpose.
10.17 Proposed Settlement 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 monetary award for compensatory damages. The Claims Administrator shall be available through the toll-free line to respond to requests from Proposed Settlement Class Members for assistance in completing and filing Claim Forms. Class Counsel shall also be available to consult with and provide assistance to Proposed Settlement Class Members who request assistance in completing their Claim Forms.
10.18 No untimely filed and/or incomplete Claim Forms may be accepted by the Claims Administrator, except that (1) the Claims Administrator may extend the deadline for receipt of Claim Forms by up to ten (10) additional calendar days (but no more) where error or delay by United States Postal Service is established; and/or (2) the Claims Administrator may provide a one-time extension of the deadline for receipt of Claim Forms of up to sixty (60) additional calendar days upon good cause shown.
F. Administrative Review of All Claims. 10.19 The Claims Administrator shall conduct a review of all Claim Forms, as well as data provided by Novartis and Class Counsel concerning the time period each
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Claimant was employed by Novartis, to determine whether the Claim Form is sufficiently complete, as provided for in Paragraph 10.13.
(i) If the Claims Administrator or Claims Adjudicator rejects a Claim Form as not meeting the terms or provisions of the Settlement Agreement, the Claims Adjudicator or Claims Adjudicator shall so notify the Claimant and Class Counsel in writing and specify the eligibility and/or entitlement criteria that the Claimant failed to satisfy. The Claims Adjudicator or Claims Adjudicator shall provide a one-time twenty (20) calendar day remedial period, which commences from the date of mailing of the written notification by the Claims Adjudicator, in which a Claimant can rectify any errors in the Claim Form.
10.20 The Claims Adjudicator shall review all timely and complete Claim Forms and any responses submitted by Novartis pursuant to Paragraph 10.16 to determine: (1) whether each Eligible Claimant has substantiated her claim for a compensatory award and is thus entitled to payment from the Maximum Class Award for Compensatory Damages calculated pursuant to Paragraphs 10.1(iv)(a) and (b), and (2) which, if any, such Eligible Claimants are entitled to an increased compensatory award pursuant to Paragraphs 10.1(iv)(c) and 10.15, and the amount of any increase to be awarded from the Maximum Class Award for Compensatory Damages.
10.21 The Claims Adjudicator shall complete its review and issue a final determination as to which, if any, Eligible Claimants are entitled to a compensatory award, and the amount to which each such Eligible Claimant is entitled, within one hundred and twenty (120) calendar days of the deadline for submission of Claim Forms or, if applicable, the extended deadline for submission of Claim Forms pursuant to Paragraph 10.18. Eligible
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Claimants determined to be entitled to a compensatory award will receive payment pursuant to the monetary distribution procedure described below in Section X.J.
10.22 Decisions by the Claims Adjudicator granting or denying claims for compensatory awards, as well as determinations of the amount of increase, if any, in compensatory awards pursuant to Paragraphs 10.1(iv)(c) and 10.15, will be final and nonappealable.
10.23 If the Claims Adjudicator rejects a Claim Form as not meeting the terms or provisions of the Settlement Agreement, after a one-time opportunity to remedy pursuant to Paragraph 10.19 has been afforded, or rejects a claim for a compensatory award as unsubstantiated, the Claims Adjudicator shall so notify the Claimant in writing and specify the eligibility and/or entitlement criteria that the Claimant failed to satisfy.
G. Objections. 10.24 Proposed Settlement Class Member objections to this Settlement Agreement must be submitted in writing, and must include a detailed description of the basis of the objection. 10.25 Objections must be filed with the Court, with copies served on the Claims Administrator, Claims Adjudicator, Class Counsel and Counsel for Novartis, within fortyfive (45) calendar days after the Notice is mailed by the Claims Administrator. Proposed Settlement Class Members who fail to make objections in the manner specified above shall be deemed to have waived any objections and shall be foreclosed from making any objection (whether by appeal or otherwise) to the Settlement Agreement. 10.26 No one may appear at the Final Fairness Hearing for the purpose of objecting to the Settlement Agreement without first having filed and served her objection(s) in writing within forty-five (45) calendar days after the Notice was mailed to Proposed
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Settlement Class Members. Any lawyer representing a Proposed Settlement Class Member for the purpose of making objections must also file a Notice of Appearance with the Court by the objection deadline and must also serve copies by mail to Counsel for the Parties by the objection deadline set forth above.
10.27 An objector may withdraw her objection at any time. H. Exclusions.
10.28 Proposed Settlement Class Members may exclude themselves, or opt out, of the Settlement. Any Proposed Settlement 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 Settlement Class Member who seeks to opt out. No opt-out request may be made on behalf of a group of Proposed Settlement Class Members. The request for exclusion must contain the statements described in the Notice of Class Action Settlement, and must be sent by mail or courier to the Claims Administrator so that it is actually postmarked (or received, if by courier) within thirty-five (35) calendar days after Notice was mailed by the Claims Administrator. The postmark date of the mailing envelope shall be the exclusive means used to determine whether a request mailed 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 from the Settlement. The Claims Administrator shall provide Class Counsel and Counsel for Novartis with a copy of all opt-out statements on a weekly basis.
10.29 Class Counsel shall file with the Court all timely opt-out statements. The Court must approve and order the exclusion of Proposed Settlement Class Members seeking
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to opt out from the injunctive relief portion of this Agreement in order for the requested exclusion to be effective. Individuals who file and serve a timely opt-out statement are not entitled to any monetary award under this Settlement Agreement.
I. Determination —Final and Binding. 10.30 All final determinations of the Claims Adjudicator shall be binding and non-appealable. 10.31 The Claims Administrator and Claims Adjudicator shall keep the Claim Forms and its determinations confidential and shall not disclose the number and/or identity of the Eligible Claimants or the value of their claims except as provided for in this Settlement Agreement.
J. Class Monetary Distribution Procedure. 10.32 No later than ten (10) calendar days after the deadline for completion of the entire claims process described in Paragraph 10.21, the Claims Administrator shall provide Novartis and Class Counsel with (1) a list of names and social security numbers of Settlement Class Members to whom a backpay award is due and the amount each Settlement Class Member is to be paid under Paragraph 10.1(iii), and (2) a list of the names and social security numbers of the Settlement Class Members to whom a compensatory award is due and the amount each Settlement Class Member is to be paid under Paragraph 10.1(iv). 10.33 No later than forty (40) calendar days after the deadline for completion of the claims determination process described in Paragraph 10.21, the Claims Administrator shall cause to be mailed, via certified mail, return receipt requested, payment checks and any appropriate 1099 forms to the Settlement Class Members to whom a payment is due.
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10.34 If a Settlement Class Member to whom a payment is due is deceased at the time of such distribution hereunder, the amount payable to such deceased Settlement Class Member shall be paid to her estate, provided that the estate provides an appropriate certification to the Claims Administrator.
10.35 The face of each check sent pursuant to Paragraphs 10.32 to 10.34 to Settlement Class Members to whom a payment is due shall clearly state that the check must be cashed within one (1) year. All payment checks 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 (1) 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. This Release is effective as of the Effective Date.”
XI. NOVARTIS’S RIGHT TO WITHDRAW OR MODIFY THE AGREEMENT
11.1 If a total of ten percent (10%) or more Proposed Settlement Class Members submit timely and complete requests for exclusion, Novartis 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 of this Section, to withdraw in writing from this Agreement, or to modify this Agreement through further negotiations with Class Counsel. If Novartis 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 Novartis is entitled to withdraw from the Agreement and has validly done so.
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11.2 The Claims Administrator shall each calendar week notify Counsel for Novartis and Class Counsel by fax or e-mail of the number of individuals who have to that date submitted timely and complete requests for exclusion, and at the same time shall send to said Counsel by fax, e-mail or by overnight delivery copies of all the timely and complete requests for exclusion which Class Counsel has received. Novartis shall have thirty (30) calendar days after the expiration of all Proposed Settlement Class Members’ deadlines in Section X.E above to withdraw from (or modify through negotiation) this Agreement on the basis that a total of ten percent (10%) or more Proposed Settlement Class Members have submitted timely and complete requests for exclusion.
XII. DUTIES OF THE PARTIES PRIOR TO COURT APPROVAL 12.1 Promptly upon execution of this Agreement, but by no later than ten (10)
calendar days thereafter, Class Counsel shall apply to the Court for the entry of an order (the “Preliminary Approval Order”):
(i) Preliminarily approving the Agreement, as well as the payment of attorneys’ fees, costs, and Service Award Payments described in this Agreement;
(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 Settlement Class Members; (v) Certifying the Settlement Class; and (vi) Scheduling a Final Fairness Hearing as soon as practicable on the
question of whether the proposed settlement should be finally 58

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approved as fair, reasonable and adequate as to the Settlement Class Members. 12.2 In applying for the entry of the Preliminary Approval Order, Class Counsel and Counsel for Novartis will jointly submit to the Court for its approval this Settlement Agreement, exhibits, and supporting papers, which shall describe 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. 12.3 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). XIII. DUTIES OF THE PARTIES FOLLOWING FINAL COURT APPROVAL 13.1 In connection with the Final Approval by the Court of the Agreement, 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 of the Settlement Class including the Class Representatives from prosecuting against any Released Parties any of the Released Claims; and (iii) Ordering that all materials containing Confidential or Highly Confidential Information pursuant to the Protective Order entered in the Civil Action shall be returned to the producing party or destroyed by the party to whom those materials were produced within one-hundred eighty (180) calendar days after the Effective Date, with the exception that the Parties may retain copies of their work
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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 Novartis or Novartis’s Counsel, who shall retain and maintain that information in the form in which it is returned during the term of this Settlement Agreement. XIV. PARTIES’ AUTHORITY
14.1 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.
14.2 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 that preceded the execution of this Agreement, and this Agreement is made with the consent and advice of Counsel who have jointly prepared this Agreement.
14.3 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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XV. NOTICES 15.1 Unless otherwise specifically provided herein, all notices, demands or
other communications given hereunder shall 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 certified mail, return receipt requested, addressed as follows:
To the Class Representatives or to any Proposed Settlement Class Member: SANFORD WITTELS & HEISLER, LLP David Sanford, Esq. Katherine Kimpel, Esq. 1666 Connecticut Avenue, Suite 310 Washington, D.C. 20009
To the Defendant: CRAVATH, SWAINE & MOORE LLP Evan R. Chesler, Esq. Darin P. McAtee, Esq. 825 Eighth Avenue New York, NY 10019
XVI. CONFIDENTIALITY AND PUBLIC COMMENT 16.1 Nothing in this Agreement shall be construed to permit anyone (including
Class Counsel or any consultant pursuant to this Agreement) to make public Novartis’s confidential personnel information. Nor will any provision require Novartis to make public such information.
16.2 Other than necessary disclosures made to the Court, the content of the Parties’ settlement negotiations shall be held confidential by Counsel for Novartis, Novartis, Class Counsel and the Class Representatives.
16.3 Counsel for Novartis, Novartis, Class Counsel, and the Class Representatives shall not disclose to any third party, including but not limited to
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communications on the internet (e.g., postings on personal or public websites such as social networking sites and blogs) or by means of any electronic or print media, any information about any aspect of the settlement, including the content of the settlement negotiations, subject to the following exceptions:
(i) Nothing in the above shall limit Class Counsel’s right to communicate with Proposed Settlement Class Members. Class Counsel may communicate about the content of the settlement negotiations with Proposed Settlement Class Members for purposes of implementing, administering and enforcing the Settlement, and Class Counsel may respond to inquiries they respectively receive from Proposed Settlement Class Members. In addition, the Class Representatives may communicate about the content of the settlement negotiations with Proposed Settlement Class Members for purposes of implementing, administering and enforcing the Settlement as provided herein;
(ii) Proposed Settlement Class Members and Class Representatives may share the details of their receipt of monetary relief for compensatory damages and backpay with their tax advisor for the purpose of preparing income tax returns;
(iii) Novartis may communicate with those persons, including Novartis employees, necessary for the administration, implementation, and enforcement of the Settlement, and may inform its employees of the Settlement;
(iv) Novartis may make public disclosures in accordance with securities law or for other regulatory purposes and may communicate with those persons necessary for the preparation and dissemination of such public disclosures; and
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(v) The Parties will agree upon language for a joint press release (attached hereto as Exhibit C) announcing the Settlement upon an agreed date not before the filing of the request for Preliminary Approval with the Court; neither Party will separately issue its own press release or separately communicate with members of the press about any aspect of the Settlement at any time.
16.4 Class Counsel agrees to use the contact information for Proposed Settlement Class Members that is provided to it by the Claims Administrator and Counsel for Novartis solely for purposes of communicating regarding this action and implementing this Agreement and for no other purpose, at any time, or for any reason.
16.5 Any Settlement Class Member that receives a compensatory award 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 and/or 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 only that her lawsuit has been “resolved.”
XVII. MODIFICATION 17.1 This Agreement and its attachments may not be terminated or
substantively changed, altered or modified, except as approved by the Court.
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XVIII. ENTIRE AGREEMENT 18.1 This Agreement and its exhibits and attachments constitute the entire
agreement between the Parties and Proposed Settlement Class Members concerning the subject matter hereof. No extrinsic oral 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 Settlement-related document, the Parties and Proposed Settlement Class Members intend that this Agreement shall be controlling.
XIX. INTERPRETATION 19.1 This Agreement shall be construed as a whole according to its fair
meaning and intent, and not strictly for or against any party, regardless of who drafted or who was principally responsible for drafting this Agreement or any specific term or condition thereof.
XX. CHOICE OF LAW AND JURISDICTION 20.1 This Agreement and the exhibits thereto shall be considered to have been
negotiated, executed and delivered, and to be wholly performed, in the State of New York, and the rights and obligations of the Parties to this Agreement shall be subject to, governed by, construed, enforced, and administered in accordance with the laws of the State of New York, without giving effect to that State’s choice-of-law principles.
20.2 The Court, and any appellate court from which appeals of the Court’s decisions may properly be brought, shall retain jurisdiction of the implementation and enforcement of the terms of this Agreement, and all Parties hereto and their counsel shall submit to the exclusive jurisdiction of the Court for purposes of implementing and enforcing the Settlement embodied in this Agreement.
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Case 1:04-cv-09194-CM Document 294-2 Filed 07/14/10 Page 1 of 15
Exhibit A

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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

Velez, et al. v. Novartis Pharmaceuticals Corporation

Class Action Civil Action No. 04 Civ. 9194 (CM)

NOTICE OF PENDENCY OF CLASS ACTION PROPOSED SETTLEMENT AND SETTLEMENT HEARING
TO: All women who are currently holding, or have held, a SALES-RELATED POSITION with NOVARTIS PHARMACEUTICALS CORPORATION (“Novartis”) from JULY 15, 2002 through [PRELIMINARY APPROVAL DATE, i.e. July 14, 2010] (“The Settlement Class”).
This Notice is being sent to you, by order of the United States District Court for the Southern District of New York (the “Court”). It describes a proposed settlement (the “Settlement”) of a gender discrimination class action against Novartis Pharmaceuticals Corporation (the “Civil Action”) and your right to receive money from this Settlement.
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY THE LEGAL PROCEEDINGS IN THIS
LITIGATION. YOU ARE ENTITLED TO MONEY FROM THIS SETTLEMENT.

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Summary of Settlement:
On November 19, 2004, the Class Representatives filed this lawsuit, on behalf of themselves and a class of current and former female sales force employees of Novartis Pharmaceuticals Corporation (“Novartis” or “NPC”), claiming that Novartis discriminated against women in three main respects: (1) pay; (2) promotion to management; and (3) on the basis of pregnancy. The Class Representatives litigated this gender discrimination case against Novartis for nearly six years until the parties reached a final settlement agreement in July 2010.
The Settlement makes available settlement benefits of up to $175,000,000 ($175 million) in monetary and non-monetary relief, comprised of a cash payment of up to $152,500,000 ($152.5 million) (the “Settlement Fund”) and of changes to Novartis’s employment practices valued at $22,500,000 ($22.5 million), as described in this Notice. As a former or current female sales force employee, you are eligible to participate in the settlement benefits.
Specifically, this Notice is being sent to all women who are currently holding, or have held, a sales-related position of Sales Representatives, Sales Consultants, Senior Sales Consultants, Executive Sales Consultants, Sales Associates, Sales Specialists, Senior Sales Specialists or District Managers I with Novartis Pharmaceuticals Corporation (together the “Proposed Settlement Class Members” or “Settlement Class Members” and each a “Proposed Settlement Class Member” or “Settlement Class Member”), excluding individuals who entered into individual releases as part of individual agreements with Novartis from the start of the class period, July 15, 2002, through the date of preliminary approval (“Preliminary Approval Date”) that did not carve out an exception for this Civil Action.
The Court in charge of this case is the United States District Court for the Southern District of New York, and the case is known as Velez, et al. v. Novartis Pharmaceuticals Corporation. This case is assigned to United States District Judge Colleen McMahon. The Court has preliminarily approved the Settlement and wishes to inform you of the general terms of the Settlement and what actions you need to take to participate in the benefits provided by the Settlement.
The Court will be holding a hearing to consider whether the Settlement is fair, reasonable, and adequate, and to decide whether to give final approval to this Settlement. The Final Fairness Hearing will be held on November 19, 2010 at [] a.m., before the Honorable Colleen McMahon, United States District Judge, Southern District of New York, 500 Pearl Street, Courtroom 14C, New York, New York 10007. If the Court approves the Settlement, the Court’s judgment will be final and binding, and payments will be made after the completion of all claims processing.
You may attend this hearing if you wish, but you are not required to appear at the hearing. If you are a Class Member, you will be represented by Class Counsel at no cost to you.
If you wish to remain a Class Member and receive a share of the backpay monetary relief, you do not have to do anything in response to this Notice.
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Case 1:04-cv-09194-CM Document 294-2 Filed 07/14/10 Page 4 of 15 However, if you wish to receive additional money in the form of compensatory damages (for pain and suffering), this Notice will describe the procedures to do so. Or, if you wish to opt out from the settlement or object to it, this Notice will describe those procedures.
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Case 1:04-cv-09194-CM Document 294-2 Filed 07/14/10 Page 5 of 15 SUMMARY OF INFORMATION PROVIDED IN THIS NOTICE
PURPOSE OF THIS NOTICE ...................................................................................................................5 LITIGATION BACKGROUND .................................................................................................................5 CLASS DEFINITION – YOU ARE A MEMBER OF THE CLASS ..................................................................6 DISCUSSION OF SETTLEMENT TERMS ..................................................................................................6 RELEASE OF CLAIMS ...........................................................................................................................10 THE SETTLEMENT PROCESS, FINAL FAIRNESS HEARING AND YOUR RIGHTS ......................................11 THE LAWYERS REPRESENTING YOU AND THE CLASS .........................................................................12 PUBLIC COMMENT ..............................................................................................................................13 GETTING MORE INFORMATION ...........................................................................................................13
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PURPOSE OF THIS NOTICE
This Notice explains the Civil Action, the Settlement, the certification by the Court of the Settlement Class, your legal rights, what benefits are available, who is eligible for them, and how to get them.
Your interests have been represented in the Civil Action by Class Counsel, Sanford Wittels & Heisler, LLP. This firm represents the interests of you and all Proposed Settlement Class Members. If you have questions regarding this Notice or your rights in this Settlement, you may contact Class Counsel at novartissettlement@swhlegal.com or visit www.swhlegal.com.
If you want to be represented by your own lawyer (other than Class Counsel), you may hire one at your own expense.
LITIGATION BACKGROUND
On November 19, 2004, the Class Representatives filed a Class Action Complaint against Novartis in the United States District Court for the Southern District of New York, on behalf of themselves and a nationwide class of female sales force employees of Novartis under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000(e) et seq. The Fourth Amended Complaint was filed on March 13, 2006.
On January 16, 2007, the Class Representatives filed their Motion to Certify a Class, and on July 31, 2007, the Court granted the certification motion. On August 16, 2007, the Court issued an Amended Opinion and Order certifying the proposed class, and issued notice of court approval of class certification on December 7, 2007. The notice was addressed to all women who were employed in certain sales-related positions with Novartis in the period between July 15, 2002, and November 30, 2007. A jury trial commenced on April 7, 2010.
The jury delivered a verdict on behalf of Plaintiffs on all counts and awarded compensatory and punitive damages. The trial concluded on May 19, 2010, with equitable relief and non-monetary relief to be ordered by the Court at a later date.
In order to secure certain, prompt and extensive relief for the Proposed Settlement Class and to avoid the risk of future litigation and appeals, the Parties engaged in vigorous settlement negotiations. In July 2010, the Parties reached an agreement providing for the settlement of the class action and executed a Settlement Agreement (the “Agreement” or “Settlement Agreement”). The Parties agree that the Settlement is fair, reasonable and adequate and that it serves the best interest of the Proposed Settlement Class based on all the facts and circumstances.
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CLASS DEFINITION – YOU ARE A MEMBER OF THIS CLASS
You are a member of the Settlement Class if you fit within this definition:
All women who are currently holding, or have held, a sales-related position of Sales Representatives, Sales Consultants, Senior Sales Consultants, Executive Sales Consultants, Sales Associates, Sales Specialists, Senior Sales Specialists or District Managers I with Novartis Pharmaceuticals Corporation, from the start of the class period, July 15, 2002, through [Preliminary Approval Date]. You are excluded if you entered into individual releases as part of individual agreements with Novartis up to the Preliminary Approval Date that did not carve out an exception for this Civil Action.
You have received this Notice because Novartis’s records reflect that you are a female and were employed by Novartis between July 15, 2002 and [Preliminary Approval Date, i.e. July 14, 2010], subject to the definition above, and that you are therefore a Settlement Class Member.
Your rights may be affected by the legal proceedings in this action.
DISCUSSION OF SETTLEMENT TERMS
Under the terms of the Settlement, Novartis has agreed to pay a total amount of up to $175,000,000 ($175 million) in monetary and non-monetary relief, comprised of a cash payment of up to $152,500,000 ($152.5 million) (the “Settlement Fund”) and of changes to Novartis’s employment practices (described below) valued at $22,500,000 ($22.5 million).
Both parties agree that the Settlement – under all the facts and circumstances – constitutes fair, adequate, and reasonable consideration for the settlement of all employment discrimination claims that were raised or could have been raised by the Named Plaintiffs or any member of the Proposed Settlement Class in the Civil Action, whether individually or as a class.
How Will My Settlement Award Be Calculated? Settlement Class Members will be eligible to receive up to two monetary awards, in
settlement of their claims for (1) backpay or lost wages, and (2) compensatory damages.
(1) Monetary awards for backpay or lost wages will be calculated based on the number of months you worked at Novartis during the Settlement Class Period and will be distributed out of a “Class Award for Backpay” of approximately $60,000,000 ($60 million). You do not need to do anything to receive your backpay award.
A fixed monthly amount for backpay (“Backpay Monthly Amount”) will be calculated by dividing the “Class Award for Backpay” by the total months worked by all class members in jobs included within the class definition during the Settlement Class Period. That monthly amount will then be multiplied by the number of months you worked in a class-eligible job during the Settlement Class Period. Your backpay award is subject to all applicable tax withholdings (which includes the employer’s share of federal and state
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payroll taxes). Applicable withholdings and deductions will be made prior to the mailing of your backpay award, and you will receive IRS Forms W-2 for the amounts reportable on each Form.
(2) Monetary awards for compensatory damages will be calculated based on the number of months you worked at Novartis during the Settlement Class Period and will be distributed out of the “Maximum Class Award for Compensatory Damages” of approximately $40,000,000 ($40 million). To be eligible for a compensatory damage award, you must submit a Claim Form – payment of compensatory awards is NOT automatic.
A fixed monthly amount for compensatory damages (“Compensatory Monthly Amount”) will be calculated by dividing the “Maximum Class Award for Compensatory Damages” by the total months worked by all Settlement Class Members in class-eligible jobs during the Settlement Class Period. That monthly amount will then be multiplied by the number of months you worked in a class-eligible job during the Settlement Class Period.
a. Each Settlement Class Member who seeks to receive an award for compensatory damages MUST COMPLETE a Claim Form, which is attached hereto as Exhibit B, and submit it by December 12, 2010.
b. If you believe that the pain and suffering you experienced as a result of Novartis’s discriminatory treatment was particularly severe, you may choose to complete an additional form (the “Rider”) which may entitle you to an increase in your compensatory damages up to $300,000 total. This extra form requires you to identify a “Medical Professional” (defined as a physician or clinical psychologist) who treated you at any time during the period July 15, 2002 to [Preliminary Approval Date, i.e. July 14, 2010] for pain and suffering resulting from gender discrimination you experienced while working in a class-eligible job.
(i) To be eligible for an increase over the standard compensatory award, you will need to declare on the Rider under penalties of perjury (but without a notarized requirement) that you received medical treatment from a Medical Professional at any time during the relevant time period for the physical and/or emotional pain and suffering caused by the gender discrimination at Novartis which you allege in your Claim Form. You will also need to provide a reasonable explanation of your medical treatment, and will need to attach a declaration from your Medical Professional.
(ii) Your treating Medical Professional will need to declare in writing and under penalties of perjury (but without a notarized requirement): (1) that he or she provided medical treatment to you during the relevant time period for physical and/or emotional pain and suffering resulting from gender discrimination you experienced while working in a class-eligible job, and (2) describing the nature of the treatment
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provided to you. You must attach your Medical Professional’s written declaration to your Rider.
(iii) No one at Novartis and none of Novartis’s attorneys will have access to any of the information that you or your Medical Professional provide on the Rider.
(iv) If the Court approves this Settlement, the Rider and instructions for completion will be provided to you in the separate mailing that also provides information on the basic compensatory award Claim Form detailed above.
Will I Face Retaliation for Participation? No.
If you are a former employee, Novartis cannot and will not inform anyone as to whether or not (a) you are a member of the Proposed Settlement Class, (b) you have participated in the settlement in any way, or (c) you have received compensation as a part of the Settlement.
If you are a current employee, Novartis cannot and will not hold against you (a) the fact that you are a member of the Proposed Settlement class, (b) whether you participate in the settlement in any way, or (c) whether you receive compensation as a part of the Settlement. In addition, Novartis cannot and will not credit you or give you any sort of benefit if you choose to opt-out of the Settlement. As a term of this Agreement, Novartis has limited the individuals who will administer the Settlement, and Field Management will not be involved in nor have access to information about the backpay award process or the compensatory settlement claims process.
Will the Women Who Litigated This Case Receive a Service Payment? Class Counsel will apply for service payments of $125,000 each for the Class
Representatives and the other women who testified at trial to compensate them for the time and effort they devoted to representing the Class in this case, including the time they spent consulting with Class Counsel about the case. Class Counsel will seek $150,000 for Amy Velez, the original Class Representative, who started the case in 2004.
In addition, Class Counsel will seek $25,000 for the women who provided extensive discovery – including giving a sworn deposition – that required significant time and effort on their part. These payments come from the Settlement Fund and do not reduce the amounts detailed above in the “Backpay Settlement Fund” or the “Maximum Class Award for Compensatory Damages” from which your recovery will be drawn.
What Does Novartis Have to Do Under the Settlement? Under the Settlement, Novartis agrees to make changes to its policies and practices
regarding complaints of discrimination as well as compensation, performance evaluation and promotion of its field force employees. These changes are valued at approximately $22,500,000 ($22.5 million).
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Novartis has agreed to be bound by the Settlement for a three-year period. The overall objective of this Agreement is to ensure equal employment opportunities for women who work at Novartis. In order to do so, Novartis has agreed to many steps, including but not limited to the following:
1. Novartis will prepare and circulate a sexual harassment policy that will cover inappropriate conduct by employees and physician customers and will make clear that Novartis does not tolerate inappropriate sexual behavior or comments by physician customers. Novartis will conduct annual training on this policy.
2. Novartis will increase the size of its Employee Relations staff designated to respond to and investigate complaints of discrimination as well as its Human Resources Business Partner staff.
3. Novartis will revise the policies and processes regarding its investigation into discrimination, including establishing a new “hotline” specific to Employee Relations complaints. Novartis will communicate to employees its policy that requires all employees to immediately report—to the BPO, Employee Relations Hotline, Alertline, his or her Supervisor, an officer of the Company, or a representative of Human Resources, Ethics and Compliance or Legal—all complaints of misconduct. Novartis will also communicate to employees its policy that requires managers or upper-level Novartis employees to immediately report—to the BPO, Employee Relations Hotline, AlertLine, his or her Supervisor, an officer of the Company, or a representative of Human Resources, Ethics and Compliance or Legal—all complaints of misconduct made by others, and that management may not exercise its discretion regarding whether or not to report such a complaint.
4. Novartis has developed a formalized complaint investigation process, which it will continue to follow, including the practice that all investigative steps taken by the Employee Relations Group either be made in writing or documented after the fact. Novartis will further maintain an electronic database of any complaints and the disciplinary action taken (if any).
5. With respect to its Performance Evaluation Process, Novartis will evaluate how to ensure that an employee’s leave of absence, including pregnancy leave, will not result in negative performance ratings for his/her manager, his/her counterparts in the territory and the employee in question, and will develop and issue specific guidance regarding implementation of the Values and Behaviors and Objective evaluation.
6. Novartis will provide mandatory training for all managers regarding the performance evaluation process.
7. Novartis will conduct an adverse impact analysis of performance ratings to determine if there are any significant gender disparities. Novartis will remedy, as soon as practicable, any gender-related problems affecting employees covered by this Agreement and evidenced in the analysis.
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8. Novartis will conduct calibration sessions at the District Manager and second-line manager level for representatives (and at the second-line manager and Vice President level for District Managers) to ensure consistency in the evaluation of employees against a uniform understanding of the expectations. Human Resources will continue to play an active role in the calibration process.
9. Novartis will conduct two different types of analysis on its current pay structure. First, Novartis will analyze the base salaries of its employees to check for any genderrelated discrepancies within the range of pay for each job. In case of any discrepancies versus range, Novartis will correct the problem within 18 months by making adjustments in base salaries based on these findings. Second, Novartis will perform an annual adverse impact analysis on annual rates of pay to identify any discrepancies based on gender and will make necessary adjustments based on these findings in the next merit cycle.
10. Novartis will provide clear written materials regarding the pre-Management Development Program (“MDP”) checklist and the Management Development (“MD”) classes, how each stage progresses, what individuals need to do to move through each stage, and the frequency at which each of the MD classes are offered. Novartis has created and will continue to maintain a system that allows interested employees to self-register their interest in management electronically.
11. Novartis will work with Luke Visconti, CEO from DiversityInc, and Joyce Dudley from Dudley Hamilton to work on the overall culture at Novartis and improve the Novartis work environment for all employees and report annually to the Novartis Executive Committee on recommendations and actions taken.
RELEASE OF CLAIMS
If the Court grants final approval of the Settlement, then all Settlement Class Members who do not opt out will fully, finally, and forever release employment claims covered by the Settlement Agreement against Novartis up to the Preliminary Approval Date. When claims are “released” it means that a person granting the release cannot sue Novartis for the same claims that are covered by the lawsuit as set forth below and in the Settlement Agreement.
What this means for you is that you will not be able to bring a lawsuit in any form for anything related to any kind of employment discrimination at Novartis that happened before [the Preliminary Approval Date, i.e. July 14, 2010]. More specifically, you will be releasing any and all employment discrimination claims including, but not limited to, claims of alleged pay or promotion discrimination, sexual harassment claims, hostile work environment claims or benefits claims under Title VII, 42 U.S.C. § 1981a (“Section 1981a”), and any other applicable federal, state, or local statutes, common law, or regulation. This is true whether or not you are aware of those claims now.
The release, however, will not include the Wage and Hour class action lawsuits now pending against Novartis.
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This Release does not affect your rights, if any, to recovery in existing certified class actions in which you are currently a class member regarding non-discrimination related employment matters. It also does not affect your rights to any claims that might arise from any of Novartis’ actions or omissions occurring after the Preliminary Approval Date.
The terms of the Release are set forth in Paragraph 2.20 and Section V of the Settlement Agreement. You may obtain a copy of the Settlement Agreement by contacting Class Counsel, as listed below, or you can view the Settlement Agreement in hard copy in the Office of the Clerk of the United States District Court, Southern District of New York, 500 Pearl Street, New York, NY 10007.
THE SETTLEMENT PROCESS, FINAL FAIRNESS HEARING AND YOUR RIGHTS
In order to decide whether to approve the proposed settlement, Judge McMahon will consider related papers and comments submitted by the Parties or others and will hold a hearing in open court. This Final Fairness Hearing will be held at [TIME] on November 19, 2010 at the Southern District of New York, 500 Pearl Street, Courtroom 14C, New York, New York 10007.
You do not need to appear at the hearing. However, you may attend and you may also enter an appearance in the case through your own attorney, if you so desire. This appearance must be filed with the Clerk’s Office and served on the Claims Administrator and Class Counsel no later than forty-five days after this Notice is postmarked.
You also may decide to “opt out” or ask to be excluded from the Settlement. If you exclude yourself from the Class, you will not be legally bound by the Court’s judgments in this Civil Action but you also will not receive any money from this Class Action lawsuit – even if the proposed Settlement is approved. Of course, even if you exclude yourself from this lawsuit and you are currently employed by Novartis, any changes made to Novartis’s policies about the treatment of women would still apply to you. To ask to be excluded:
(1) You must send a request for exclusion that contains your name, address and telephone number and must be personally signed by you.
(2) The request for exclusion must contain the following language: “I understand that I am requesting to be excluded from the class monetary settlement and that I will receive no money from the settlement fund created under the Settlement Agreement entered into by Novartis Pharmaceuticals Corporation. I understand that if I am excluded from the class monetary settlement, I may bring a separate legal action seeking damages, but may receive nothing or less than what I would have received if I had filed a claim under the class monetary settlement procedure in this case. I also understand that I may not seek exclusion from the Class for programmatic relief and that I am bound by the programmatic relief provisions of the Settlement Agreement entered into by Novartis.”
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(3) You must mail your request for exclusion postmarked by [], 2010 to [Claims Administrator Address].
You also may submit any objections to this proposed settlement in writing. For any such written objections to be considered, you must follow the steps detailed below:
(1) You must file your written objection 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. Please do not send any comments directly to the Court or attempt to reach Judge McMahon in person. Your objection must be postmarked within 45 days after the postmark date of this Notice.
(2) Copies of all such papers must be mailed and postmarked by the same date to both (i) the Claims Administrator at [INSERT ADDRESS] and (ii) Class Counsel at 1666 Connecticut Ave. NW, Suite 310, Washington DC 20003.
Any objection must detail the specific reason for the objection.
THE LAWYERS REPRESENTING YOU AND THE CLASS
As a Settlement Class Member, you are represented in this litigation by Class Counsel, as follows:
David Sanford, Esq. Katherine Kimpel, Esq. Steven Wittels, Esq. Grant Morris, Esq. Of Counsel SANFORD WITTELS & HEISLER, LLP 1666 Connecticut Ave. NW, Suite 310 Washington DC, 20009 Email: novartissettlement@swhlegal.com Fax: 202-742-7776 www.swhlegal.com
Unless you elect to exclude yourself from the Settlement, you will continue to be represented by Class Counsel in connection with implementation and monitoring of the Settlement throughout the three-year term of the Settlement at no cost to you.
How Will The Lawyers Be Paid? In connection with the Settlement, the Court is expected to award Class Counsel
reasonable attorneys’ fees and expenses out of the Settlement Fund.
If you are a Settlement Class Member and receive an award from the Settlement Fund, you will not owe any fees or expenses to the lawyers who have represented you as a
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part of the Settlement Class. Whatever the Court awards to Class Counsel in fees and expenses will be paid only if and after the Settlement has been approved by the Court.
As is routine in class actions, Class Counsel will file a motion seeking court approval for an award of attorneys’ fees and expenses already incurred, as well as the fees and expenses that will be incurred during the three-year term of the Settlement. For more than six years, Class Counsel has vigorously litigated this case which involved extensive discovery including approximately 100 depositions, voluminous motion practice and appeals, and a 7-week trial. Class Counsel has litigated this case on behalf of you and the rest of the Settlement Class without receiving any compensation for their services or reimbursement of their out-of-pocket litigation expenses and has undertaken significant risks in pursuing this matter. They have done so with the understanding that, if they obtained a recovery for the Class, their expenses would be reimbursed and they would receive fees from the fund recovered. Accordingly, Class Counsel will request that the Court award them approximately $2,000,000 in expenses they have incurred, plus attorneys’ fees for the work performed and results achieved to date in an amount no greater than 25% of the proposed $152.5 million Settlement Fund. All fees and expenses include all future work Class Counsel will do associated with the next three years of monitoring the Settlement Agreement, responding to over 6,000 Class Members, and overseeing the claims process.
PUBLIC COMMENT
If you receive a compensatory damages award, you are bound by a specific confidentiality provision regarding the compensatory award. Specifically, this confidentiality provision requires a promise that you will not make a public comment regarding the amount of money you receive from Novartis as a part of this Settlement. You can discuss the amount you receive with members of your immediate family, your attorneys, accountants and/or tax or financial consultants, state and federal tax authorities or other persons as may be required by law. If and when you discuss your settlement with those individuals, you are expected to remind your listener in advance that the information is strictly confidential. If anyone other than the aforementioned individuals attempts to discuss the matter, you should indicate only that your lawsuit has been “resolved.”
GETTING MORE INFORMATION
If you have further questions or are still not sure whether you are included, you can get free help by contacting Class Counsel in this case at the contact information listed above. You may also contact the Claims Administrator at the contact information listed above.
This Notice contains only an overview of the Settlement and related matters. For a more detailed statement of the matters involved in the proposed Settlement of this Action, you may examine the pleadings, the Agreement relating to the Settlement of the Action, and all other papers and documents filed with the Court in the Action, which may be inspected during normal
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business hours at the United States District Court for the Southern District of New York, 500 Pearl Street, New York, NY 10007.
SHOULD YOU HAVE ANY QUESTIONS CONCERNING THIS NOTICE, THIS ACTION, THE PROPOSED SETTLEMENT OR THE FINAL FAIRNESS HEARING THEREON, YOU SHOULD DIRECT THEM TO CLASS COUNSEL IN THIS ACTION, AT THE ADDRESS SET FORTH ABOVE. PLEASE DO NOT CONTACT THE CLERK OF THE COURT.

Dated: [], 2010

BY ORDER OF THE COURT UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

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Exhibit B

Case 1:04-cv-09194-CM Document 294-3 Filed 07/14/10 Page 2 of 12

CLAIM FORM

Velez, et al. v. Novartis Pharmaceuticals Corp. Civil Action No. 1:04 Civ. 9194 (CM)
IT IS IMPORTANT THAT YOU READ THE ATTACHED INSTRUCTIONS BEFORE YOU BEGIN FILLING OUT THIS CLAIM FORM
TO BE VALID, YOUR CLAIM FORM MUST BE POSTMARKED ON OR BEFORE DECEMBER 12, 2010

1. Full Name: Last
2. Current Address: No.

First Street Name

Middle Apt. No.

City

State

Zip Code

3. Home Telephone Number:

4. Cellular Telephone Number:

5. E-Mail Address:

6. Social Security Number:

7. Date of Birth:

8. To the best of your recollection, please provide the dates of your employment as an employee with Novartis Pharmaceuticals Corporation, or its predecessor company:

_______/_______

_______/_______

month/ year

until

month/year

9. To the best of your knowledge or recollection, if you are able to do so, please provide the Novartis Pharmaceuticals Corporation Employee Number assigned to you during the dates of your employment with Novartis Pharmaceuticals Corporation, or its predecessor company: (if you cannot answer this question, it will not in any way be held against you)
____________________________________________________________________

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10. Do you believe that, during the period July 15, 2002 to [Preliminary Approval Date], you were discriminated against on account of your gender in seeking a promotion, in the level of pay you received, or on account of pregnancy?

Yes [ ]

No [ ]

11. If you answered “Yes” to Item 10, do you also contend that the gender discrimination you allege in this Claim Form caused you to experience physical and/or emotional pain and suffering?

Yes [ ]

No [ ]

If you answered “Yes”, please provide an explanation in Items 12 and 13 below and sign the accompanying declaration.

12. Provide in the lines below or as an attachment to this Claim Form a reasonably detailed explanation of the circumstances giving rise to your contention that the gender discrimination you allege in this Claim Form caused you to experience physical and/or emotional pain and suffering.

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

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________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________
13. Provide in the lines below or as an attachment to this Claim Form a reasonably detailed explanation of the nature of the physical and/or emotional pain and suffering you contend was caused by the gender discrimination alleged in this Claim Form.
________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________
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________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________
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DECLARATION
I, _____________________________________________, DECLARE UNDER PENALTIES OF PERJURY THAT THE INFORMATION AND FACTS I HAVE STATED IN THIS CLAIM FORM ARE TRUE AND CORRECT.
Executed this ___________ day of _________________, 2010.
_______________________________________ Signature Printed Name You MUST complete and SIGN your Claim Form in order for it to be considered. To be valid, your Claim Form must be postmarked on or before DECEMBER 12, 2010. Late Claim Forms will not be considered. Your Completed and Signed Claim Form must be mailed to: Novartis Claims Administrator
[Address]
RETALIATION AGAINST A PERSON FOR FILING A CLAIM IS ILLEGAL
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RIDER TO CLAIM FORM

YOU DO NOT HAVE TO SUBMIT THIS RIDER TO RECEIVE A MONETARY AWARD FOR COMPENSATORY DAMAGES. YOU NEED TO COMPLETE THIS FORM ONLY IF YOU WANT TO SEEK ADDITIONAL COMPENSATORY DAMAGES BECAUSE THE HARM YOU SUFFERED REQUIRED YOU RECEIVE THE CARE OF A MEDICAL PROFESSIONAL.

COMPLETION AND TIMELY SUBMISSION OF THIS RIDER MAY BE USED BY THE CLAIMS ADJUDICATOR ONLY TO DETERMINE THE AMOUNT OF YOUR COMPENSATORY DAMAGES AWARD.

NOTE: All medical information will be kept strictly confidential. It will not be disclosed to Novartis Pharmaceuticals Corporation. It will be reviewed only by a Court appointed Claims Adjudicator to make determinations regarding your monetary award.

1. Did you receive medical treatment from a “Medical Professional” (defined as a physician or clinical psychologist) during the period July 15, 2002 to [Preliminary Approval Date, i.e. July 14, 2010] for the physical and/or emotion pain and suffering you contend was caused by the gender discrimination you allege in the accompanying Claim Form?

Yes [ ]

No [ ]

If you answered “Yes”, please provide an explanation in Item 2, attach to this Rider the declaration described in Item 3, and sign the accompanying declaration.

2. Provide in the lines below or as an attachment to this Rider an explanation of the medical treatment you received from a Medical Professional during the period July 15, 2002 to [Preliminary Approval Date. i.e. July 14, 2010] for physical and/or emotion pain and suffering you contend was caused by the gender discrimination you allege in the accompanying Claim Form.

Relevant information can include the name(s) and address(es) of each Medical Professional you have seen, the number of times you sought treatment, the duration and/or time period of any treatment, any diagnosis, and whether medication or any other treatment regimen was prescribed.

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

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________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________
3. If you answered “Yes” to Item 1 above, attach to this Rider a declaration executed by the Medical Professional declaring under penalties of perjury (without a notarized requirement) that during the period July 15, 2002 to [Preliminary Approval Date. i.e. July 14, 2010], he or she treated you for physical and/or emotional pain and suffering resulting from gender discrimination you experienced while working in a class-eligible job, and describing the nature of the treatment that you were provided.
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DECLARATION
I, _____________________________________________ , DECLARE UNDER PENALTIES OF PERJURY THAT THE INFORMATION AND FACTS I HAVE STATED IN THIS RIDER ARE TRUE AND CORRECT.
Executed this ___________ day of _________________, 2010. _______________________________________ Signature Printed Name
You MUST complete and SIGN this Rider in order for it to be considered. To be valid, the Rider must be postmarked on or before DECEMBER 12, 2010. Late Riders will not be considered. Your Completed and Signed Rider must be mailed to:
Novartis Claims Administrator [Address]
RETALIATION AGAINST A PERSON FOR FILING A CLAIM IS ILLEGAL
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CLAIM FORM INSTRUCTIONS
Velez, et al. v. Novartis Pharmaceuticals Corp.
Read Carefully Before You Complete the Attached Claim Form and Rider.
1. You do not have to submit this Claim Form to receive a monetary award for backpay from the Class Award for Backpay portion of this settlement, described in the Notice of Class Action Settlement accompanying this Claim Form. This monetary amount will be sent to you automatically.
2. To be eligible to file a claim in this case, you must be a member of the Settlement Class.
3. For purposes of monetary relief, the Settlement Class consists of all women who are currently holding, or have held, a sales-related position of Sales Representatives, Sales Consultants, Senior Sales Consultants, Executive Sales Consultants, Sales Associates, Sales Specialists, Senior Sales Specialists or District Managers I with Novartis Pharmaceuticals Corporation from the start of the class period, July 15, 2002, through [Preliminary Approval Date. i.e. July 14, 2010], excluding individuals who have entered into individual releases as part of individual agreements with Novartis up to the Preliminary Approval Date that not carve out an exception for this Civil Action.
4. To be eligible to receive a monetary award for compensatory damages from the Maximum Class Award for Compensatory Damages portion of this settlement, described in the Notice of Class Action Settlement accompanying this Claim Form (“Eligible Claimant”), you must complete and submit this Claim Form to the Claims Administrator by the above deadline.
5. To qualify as an Eligible Claimant, you must declare under penalties of perjury that you believe that during the period July 15, 2002 to [Preliminary Approval Date, i.e. July 14, 2010] you were discriminated against because of gender in seeking a promotion, in the level of pay received, and/or on account of pregnancy.
6. To qualify as an Eligible Claimant, you must declare under penalties of perjury that you believe that, during the period July 15, 2002 to [Preliminary Approval Date, i.e. July 14, 2010], you suffered physical and/or emotional pain and suffering as a result of being discriminated against on account of your gender in seeking a promotion, in the level of pay you received, or on account of pregnancy.
7. To qualify as an Eligible Claimant, you must provide a reasonably detailed explanation of the circumstances giving rise to your belief that you suffered pain and suffering as a result of being discriminated against on account of your gender in seeking a promotion, in the level of pay you received, or on account of pregnancy as well as an explanation of the nature of the pain and suffering that you believe you experienced.
8. To qualify as an Eligible Claimant, you must satisfy each of the conditions for eligibility set forth in Section Paragraph 10.13 of the Agreement.
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9. Each person who wishes to make a claim must submit her own Claim Form.
10. You must answer all applicable questions and fill in all applicable blanks in Items 1 through 13 on your Claim Form to participate in the claims process. Failure to complete that portion of your Claim Form will result in your claim being denied.
11. You must sign the Claim Form. By doing so, you are declaring under penalties of perjury that the information on the form is true and correct.
12. Completion and submission of the attached Rider is not required to receive a monetary award. If you complete the Rider and you also attach the declaration described in Item 3 of the Rider, that information may be used by the Claims Adjudicator to set the amount of your compensatory award. Completion of the attached Rider will allow the Claims Adjudicator to consider whether you should receive compensatory damages in excess of the amount you would receive based on the formula detailed in the Agreement. The Claims Adjudicator may award a total compensatory damages award of no more than $300,000.
13. If you complete the attached Rider, you must also sign the accompanying declaration. By doing so, you are declaring under penalties of perjury that the information on the Rider is true and correct. In filling out your Claim Form, please print legibly or type.
14. Your Claim Form, including the Rider, if applicable, must be completed in full and must be mailed and postmarked on or before December 12, 2010 or your claim will be denied.
15. A designated representative at Novartis Pharmaceuticals Corporation (who is not part of Field Management or the Human Resources Department) will receive a copy of your Claim Form from the Claims Administrator and will be provided an opportunity to submit a written response. The representative will not reveal your identity or the fact that you are seeking compensatory damages with anyone in Field Management. In sum, the information contained in your Claims Form will be kept confidential by Novartis. In addition, the designated representative will not receive a copy of Rider A or any attachment thereto. This means that your claim will not result in an internal Novartis investigation regarding the substance of your claim. If you believe that you or anyone else is being subjected to ongoing discrimination, you must report the situation to the Novartis Business Practices Officer (“BPO”), the Employee Relations hotline, the Alertline, your Supervisor, an officer of Novartis Pharmaceuticals Corporation, or a representative of Human Resources, Ethics and Compliance or Legal for investigation and resolution. Novartis will not be able to investigate and resolve any ongoing problem unless you report it through one of these reporting methods.
16. You do not need to nor will you be allowed to submit anything other than the Claim Form, and, if you choose, the Rider and attached declaration. Submission of a Claim Form is sufficient to make a claim for the formula compensatory damage award. Submission of the Rider and attached declaration is sufficient to make a claim for additional compensatory damages. The Claims Adjudicator’s decision on whether to award compensatory damages, and the amount, if any, of compensatory damages to award is final and non-appealable.
2

Case 1:04-cv-09194-CM Document 294-3 Filed 07/14/10 Page 12 of 12
17. If you want further information about the settlement or have questions about these instructions or about how to complete the Claim Form, please e-mail Class Counsel at novartissettlement@swhlegal.com or call the Novartis Claims Administrator, at 1800-[______]. Do not call the Court, the Clerk of Court, or Novartis Pharmaceuticals Corporation.
18. Filing this Claim Form does not automatically guarantee that you will receive an award of monetary relief as part of the Settlement of the Velez Action. Your Claim Form will be subject to review and verification by the Claims Administrator and Claims Adjudicator.
19. It is your responsibility to keep the Claims Administrator advised of any change in your address. If you do not keep the Claims Administrator advised of your current address, any monetary award to which you may be found entitled could be forfeited. Any change of address should be reported along with your complete name and signature, Social Security number, and former address.
20. All communications to the Claims Administrator should be sent to:
Novartis Claims Administrator [Address]
21. You do not need to have an attorney to help you submit a Claim Form. However, you may contact Class Counsel at novartissettlement@swhlegal.com for any assistance or with any questions. In addition, if you wish to consult with your own attorney other than Class Counsel, you may do so at your own expense.
22. Retaliation against a person for filing a claim is illegal and violates the Agreement. If you are a former employee, Novartis cannot and will not inform anyone whether you participate in the settlement in any way or whether you receive compensation as a part of the Settlement. If you are a current employee, Novartis cannot and will not hold against you or otherwise take into consideration whether you participate in the settlement in any way, or whether you receive compensation as a part of the Settlement. As a term of this Agreement, Novartis has limited the individuals who will administer the Settlement.
23. Field Management will not be involved in nor have access to information about the backpay award process or the compensatory damages claims process.
24. Claim Forms will be used only to administer the Settlement, and will not be admissible in a court or other legal proceeding for any other purpose.
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Exhibit C

Case 1:04-cv-09194-CM Document 294-4 Filed 07/14/10 Page 2 of 5

Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland http://www.novartis.com

Sanford Wittels & Heisler, LLP http://www.swhlegal.com

MEDIA RELEASE • COMMUNIQUE AUX MEDIAS • MEDIENMITTEILUNG
Plaintiffs and Novartis Pharmaceuticals Corporation, a US subsidiary of Novartis AG, agree to resolve all gender discrimination claims associated with class action

• Agreement reached between Novartis Pharmaceuticals Corporation (NPC) and Class Plaintiffs – company to make monetary payment of up to USD 152.5 million to eligible class members
• As part of its commitment to fostering a diverse and inclusive workforce, NPC is implementing comprehensive programs designed to ensure that all members of its sales force are treated fairly
Basel, July 14, 2010 –Novartis Pharmaceuticals Corporation (NPC), a US subsidiary of Novartis AG, and Sanford Wittels & Heisler, LLP, Counsel to the Plaintiffs and the Class, have announced an amicable end to their litigation. Today the parties filed papers in the Southern District of New York memorializing a settlement agreement including up to USD 152.5 million in payments to eligible class members and NPC’s funding, over three years, of improvements to policies and programs valued at an estimated USD 22.5 million.
While the company maintains that the alleged behavior described during the trial is not systemic, NPC has agreed with the Plaintiffs to end the ongoing proceedings and make monetary payments to eligible class members for back-pay and compensatory damages in the amount of up to USD152.5 million. “While we believe that there was not systemic discrimination at NPC, the trial revealed that some of our associates had experiences influenced by managerial behavior inconsistent with our values” said Joe Jimenez, CEO of Novartis AG. “As a company we are now even more strongly resolved to ensure that all our employees act and behave in accordance with our corporate values. We aspire to be a leader in diversity and inclusion, and I am committed to implementing decisive measures to ensure that we act in accordance with our values.”
“Novartis has agreed to a momentous settlement,” explained David Sanford, lead counsel for the Plaintiffs. “The terms of this agreement allow for full compensation of both former and current female field force employees, ensuring that every woman who worked at Novartis over the past eight years has been compensated fairly.”
As part of the agreement and consistent with its philosophy to foster a diverse and inclusive workforce, NPC is implementing comprehensive programs designed to ensure

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fair treatment of all members of the NPC sales force. The measures agreed to by the parties set high standards, and the company is committed to occupy a leadership position for gender equity in the industry.
“In this settlement, Novartis establishes itself as a leader on issues for women in the workplace,” said Katherine Kimpel, co-lead counsel for the Plaintiffs. “In particular, NPC is committed to substantially revising its human resources policies, revamping its personnel management systems, and strengthening its commitment to ensuring gender equality in the workplace.”
As part of the measures, NPC will enhance many of its ongoing commitments to all employees and will add additional programs and initiatives to further strengthen its commitment to a diverse and inclusive environment. For example:
o NPC will revise its sexual harassment policy and training, making it even clearer that the company will not tolerate inappropriate behavior or comments from employees, customers or healthcare providers.
o NPC will also further strengthen its complaint process to ensure employees can safely raise concerns and that those concerns will be addressed in a timely and thorough fashion;
o NPC will retain an external specialist to conduct adverse impact analyses aimed at identifying and remedying, with recommendations from Class Counsel, unjustified gender disparities;
o NPC will revise its performance management process to ensure it is fair to all employees.
The full range of changes and improvements that NPC will be making are detailed in the settlement agreement filed with the Court. The agreement remains subject to final court approval.
About Novartis Novartis provides healthcare solutions that address the evolving needs of patients and societies. Focused solely on healthcare, Novartis offers a diversified portfolio to best meet these needs: innovative medicines, cost-saving generic pharmaceuticals, preventive vaccines, diagnostic tools and consumer health products. Novartis is the only company with leading positions in these areas. In 2009, the Group’s continuing operations achieved net sales of USD 44.3 billion, while approximately USD 7.5 billion was invested in R&D activities throughout the Group. Headquartered in Basel, Switzerland, Novartis Group companies employ approximately 100,000 full-timeequivalent associates and operate in more than 140 countries around the world. For more information, please visit http://www.novartis.com.
About Class Counsel The Plaintiffs and the Class are represented by Sanford Wittels & Heisler, LLP. Sanford Wittels & Heisler is a law firm with offices in Washington, D.C., New York, and San Francisco that specializes in employment discrimination, wage and hour, consumer and complex corporate class action litigation and has represented thousands of individuals in some of the major class action cases in the United
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States. The firm also represents individual clients in employment, employment discrimination, sexual harassment, whistleblower, public accommodations, commercial, medical malpractice, and personal injury matters. For more information, please visit http://www.swhlegal.com.

# # #

Sanford Wittels & Heisler, LLP Media Relations

Jamie Moss of newsPRos: 201-493-1027 jamie@newsPRos.com

For Sanford Wittels & Heisler multimedia content, please visit www.swhlegal.com/newsroom.html

Novartis Media Relations

Central media line: +41 61 324 2200
Eric Althoff Novartis Global Media Relations +41 61 324 7999 (direct) +41 79 593 4202 (mobile) eric.althoff@novartis.com

Anna Frable Novartis Pharmaceuticals Corporation +1 862 778 5388 (direct) +1 732 673 5262 (mobile) anna.frable@novartis.com

Pam McKinlay Novartis Corporate Communications +1 212 830 2465 (direct) +1 862 221 0151 (mobile) pamela.mckinlay@novartis.com

e-mail: media.relations@novartis.com

For Novartis multimedia content, please visit www.thenewsmarket.com/Novartis For questions about the site or required registration, please contact: journalisthelp@thenewsmarket.com.

Novartis Investor Relations

Central phone: Susanne Schaffert Pierre-Michel Bringer Thomas Hungerbuehler Isabella Zinck

+41 61 324 7944 +41 61 324 3769 +41 61 324 1065 +41 61 324 8425 +41 61 324 7188

North America:
Richard Jarvis Jill Pozarek Edwin Valeriano

+1 212 830 2433 +1 212 830 2445 +1 212 830 2456

e-mail: investor.relations@novartis.com

e-mail: investor.relations@novartis.com

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Case 1:04-cv-09194-CM Document 294-4 Filed 07/14/10 Page 5 of 5
Disclaimer The foregoing release contains forward-looking statements that can be identified by terminology such as “committed”, “continues to”, or similar expressions, or by express or implied discussions regarding the potential outcome of any appeal which may be filed in the litigation which is the subject of this press release. Such forward-looking statements reflect the current views of the Company regarding future events, and involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. There can be no guarantee that NPC would be successful in any appeal which may be filed in the litigation which is the subject of this release. In particular, management’s expectations could be affected by, among other things, the inherent unpredictability of the litigation process, and other risks and factors referred to in Novartis AG’s current Form 20-F on file with the US Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. Novartis is providing the information in this press release as of this date and does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.
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Case 1:04-cv-09194-CM Document 294-5 Filed 07/14/10 Page 1 of 4

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

AMY VELEZ, PENNI ZELINKOFF, MINEL HIDER TOBERTGA, MICHELLE WILLIAMS, JENNIFER WAXMAN-RECHT, KAREN LIGGINS, LORI HORTON, HOLLY WATERS, WENDY PINSON, ROBERTA VONLINTEL, ASHLEY NARMOUR, CATHERINE WHITE, KELLY CORBETT, SUE EARL, JAMIE HOLLAND, JOAN DURKIN, SIMONA LOPES, MARYANNE JACOBY, and MARTA DEYNE,
Individually and on Behalf of Others Similarly Situated,

04 Civ. 9194 (CM) CLASS ACTION

Plaintiffs,

v.

NOVARTIS PHARMACEUTICALS CORPORATION,

Defendant.

[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT Upon consideration of the parties’ joint “Motion for Preliminary Approval of Settlement Agreement,” under Rule 23 of the Federal Rules of Civil 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 Court preliminarily approves the Settlement Agreement as being fair, reasonable and adequate, subject to the right of any Class Member to challenge the fairness, reasonableness or adequacy of the Settlement Agreement and to show cause, if any exists,

Case 1:04-cv-09194-CM Document 294-5 Filed 07/14/10 Page 2 of 4
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 Fairness Hearing.
2. The Class is certified for settlement purposes pursuant to Federal Rules of Civil Procedure 23(b)(2) and (b)(3) as follows:
All women who are currently holding, or have held, a sales-related position with Novartis Pharmaceuticals Corporation, including those who have held positions as Sales Representatives, Sales Consultants, Senior Sales Consultants, Executive Sales Consultants, Sales Associates, Sales Specialists, Senior Sales Specialists and District Managers I, from the start of the class period, July 15, 2002, through the Preliminary Approval Date (i.e. July 14, 2010). 3. Pursuant to Rule 23(g) of the Federal Rules of Civil Procedure, the Court appoints as Class Counsel, David Sanford, Esq., Katherine M. Kimpel, Esq., Steven L. Wittels, Esq., and Grant Morris, Esq., of Counsel, of SANFORD WITTELS & 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, attached respectively, as Exhibits A and B to the Settlement Agreement. The Claims Administrator is directed to mail the Notice and Claim Form to the Class, pursuant to the Settlement Agreement following the entry of this Order, no later than September 9, 2010. 5. Based on the terms of the Settlement Agreement, a Class Member shall be eligible to receive a monetary award from the “Claim Form” under Paragraph 2.6 of the Settlement Agreement if the Class Member submits a Claim Form to the Claims Administrator postmarked by December 12, 2010. The exclusive way of determining whether a Claim Form is timely is detailed in the Settlement Agreement. 6. Based on the deadlines set forth in the Settlement Agreement, a Final Fairness

Case 1:04-cv-09194-CM Document 294-5 Filed 07/14/10 Page 3 of 4
Hearing (“Settlement Hearing”) shall take place on Friday, November 19, 2010 at the United States District Court for the Southern District of New York, United States Courthouse, Courtroom 14C, 500 Pearl St., New York, NY 10007, before the Honorable Colleen McMahon, to determine whether the proposed settlement of this action on the terms and conditions provided for in the Settlement Agreement are 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. Counsel for both parties shall jointly file a proposed final order and judgment in support of Final Approval of the Settlement Agreement immediately following the Final Fairness Hearing.
8. [TO BE DETERMINED] is hereby appointed Claims Administrator and shall perform the duties set forth in the Settlement Agreement. The Honorable William A. Wetzel is hereby appointed as Claims Adjudicator and shall perform the duties set forth in the Settlement Agreement.
9. Class Members shall be bound by the judgments in this case unless such Class Members request exclusion from the Settlement Class in a timely and proper manner, as herein provided. A Proposed Settlement Class Member requesting exclusion shall send a written request for exclusion by mail, postmarked within thirty-five (35) days after the postmark date of the Notice, to the Claims Administrator at the addresses designated in the Notice. 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 Settlement Class Member who seeks to opt out. The request for exclusion shall not

Case 1:04-cv-09194-CM Document 294-5 Filed 07/14/10 Page 4 of 4
be effective unless it provides the required information and is made within the time stated above, or the exclusion is otherwise accepted by the Court.
10. The Court will consider objections to the Settlement if such written 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 forty-five (45) 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 Administrator, (ii) Class Counsel, and (iii) Counsel for Novartis at the addresses designated in the Notice. Any objection must detail the specific reason for the objection. Class Members who fail to submit objections in the manner specified above shall be deemed to have waived any objections and shall be foreclosed from making any objection to the Settlement Agreement.
11. The Court orders that, pending Final Approval, each member of the 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. As of the date hereof, all proceedings in this case are stayed until further order of this Court, except as may be necessary to implement the Settlement Agreement.
IT IS SO ORDERED, this _____ day of ________________, 2010.
______________________________________ HONORABLE P. KEVIN CASTEL UNITED STATES DISTRICT JUDGE SOUTHERN DISTRICT OF NEW YORK PART ONE

 
 Case 1:04-cv-09194-CM Document 294 Filed 07/14/10 Page 1 of 2

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

AMY VELEZ, PENNI ZELINKOFF, MINEL HIDER TOBERTGA, MICHELLE WILLIAMS, JENNIFER WAXMAN-RECHT, KAREN LIGGINS, LORI HORTON, HOLLY WATERS, WENDY PINSON, ROBERTA VONLINTEL, CATHERINE WHITE, KELLY CORBETT, JAMIE HOLLAND, JOAN DURKIN, SIMONA LOPES, MARYANNE JACOBY, and MARTA DEYNE,
Individually and on Behalf of Others Similarly Situated,
PLAINTIFFS,
v.
NOVARTIS PHARMACEUTICALS CORPORATION,
DEFENDANT.

)

)

)

)

)

)

)

)

)

04 Civ. 09194 (CM)

)

)

)

)

)

)

)

)

)

)

)

)

)

)

JOINT NOTICE OF MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT AGREEMENT
PLEASE TAKE NOTICE THAT, Plaintiffs in the above-captioned matter, by and through their attorneys, Sanford Wittels & Heisler, LLP, and Defendant in the abovecaptioned matter, by and through its attorneys, Cravath, Swaine & Moore LLP, hereby move this Court for entry of an Order:
(i) preliminarily approving the Settlement of this class action; (ii) certifying a Settlement Class for settlement purposes; (iii) approving the form of the notice and ordering its mailing, and (iv) finalizing the date for a final fairness hearing on all terms of the Settlement,

Case 1:04-cv-09194-CM Document 294 Filed 07/14/10 Page 2 of 2

Case 1:04-cv-09194-CM Document 294-1 Filed 07/14/10 Page 1 of 68

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
AMY VELEZ, PENNI ZELINKOFF, MINEL HIDER TOBERTGA, MICHELLE WILLIAMS, JENNIFER WAXMAN-RECHT, KAREN LIGGINS, LORI HORTON, HOLLY WATERS, WENDY PINSON, ROBERTA VONLINTEL, CATHERINE WHITE, KELLY CORBETT, JAMIE HOLLAND, JOAN DURKIN, SIMONA LOPES, MARYANNE JACOBY, and MARTA DEYNE,
Individually and on Behalf of Others Similarly Situated,
Plaintiffs,
v.
NOVARTIS PHARMACEUTICALS CORPORATION,
Defendant.

04 Civ. 9194 (CM)

SETTLEMENT AGREEMENT AND RELEASE

Case 1:04-cv-09194-CM Document 294-1 Filed 07/14/10 Page 2 of 68
Table of Contents
Page I. Introduction..............................................................................................................1 II. Definitions................................................................................................................1 III. Nature and Resolution of this Case..........................................................................7 IV. Mutual Full Cooperation........................................................................................10 V. Releases..................................................................................................................10 VI. Total Settlement Amount.......................................................................................12 VII. Programmatic Relief ..............................................................................................12 VIII. Settlement Fund .....................................................................................................34 IX. Attorneys Fees and Expenses, Administrative Expenses and Service Award
Payments ................................................................................................................37 X. Individual Monetary Payments to Settlement Class Members and
Claims Process .......................................................................................................41 XI. Novartis’s Right to Withdraw or Modify the Agreement......................................57 XII. Duties of the Parties Prior to Court Approval........................................................58 XIII. Duties of the Parties Following Final Court Approval ..........................................59 XIV. Parties’ Authority...................................................................................................60 XV. Notices ...................................................................................................................61 XVI. Confidentiality and Public Comment.....................................................................61 XVII. Modification...........................................................................................................63 XVIII. Entire Agreement ...................................................................................................64 XIX. Interpretation..........................................................................................................64 XX. Choice of Law and jurisdiction..............................................................................64 XXI. Counterparts...........................................................................................................65 XXII. Voiding the Agreement..........................................................................................65

Case 1:04-cv-09194-CM Document 294-1 Filed 07/14/10 Page 3 of 68
I. INTRODUCTION Subject to approval by the United States District Court for the Southern
District of New York (the “Court”), this Settlement Agreement and Release (“Settlement Agreement,” “Settlement” or “Agreement”) sets forth the full and final terms by which the Class Representatives Amy Velez, Penni Zelinkoff, Minel Hider Tobertga, Michelle Williams, Jennifer Waxman-Recht, Karen Liggins, Lori Horton, Holly Waters, Wendy Pinson, Roberta Vonlintel, Catherine White, Kelly Corbett, Jamie Holland, Joan Durkin, Simona Lopes, Maryanne Jacoby and Marta Deyne (collectively “Class Representatives” or “Named Plaintiffs”), on behalf of a settlement class of themselves and current and former female sales force employees of Novartis Pharmaceuticals Corporation (“Novartis,” “Defendant,” or “Company”) (collectively, the “Settlement Class”), represented by their attorneys, Sanford Wittels & Heisler, LLP and the Law Offices of Grant E. Morris, and Defendant Novartis, represented by its attorneys Cravath, Swaine & Moore LLP, Vedder Price and Kaye Scholer LLP (collectively, “Counsel for Novartis” or “Counsel for Defendant”), have settled and resolved all claims that have been raised or could have been raised in the litigation captioned Velez, et al. v. Novartis Pharmaceuticals Corporation, Case No. 04 Civ. 9194, before District Judge Colleen McMahon in the United States District Court for the Southern District of New York (the “Civil Action”). II. DEFINITIONS
The terms described below shall have the meanings defined in this Section wherever used in this Agreement, and for the purposes of this Agreement only, including in all of its Exhibits and the Notice of Class Action Settlement.
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2.1

“Settlement Agreement” or “Agreement” means this Agreement and all

Exhibits attached hereto.

2.2

The “Civil Action” means the litigation captioned Velez, et al. v. Novartis

Pharmaceuticals Corporation, Case No. 04 Civ. 9194, before Judge Colleen McMahon in

the United States District Court for the Southern District of New York.

2.3

“Claimant” for compensatory damages means a Proposed Settlement Class

Member who has submitted a Claim Form for review by the Claims Adjudicator.

2.4

“Claims Administrator” means the Claims Administrator appointed by the

Court.

2.5

“Claims Adjudicator” means the Claims Adjudicator appointed by the

Court.

2.6

“Claim Form” means the form attached hereto as Exhibit B. The Claim

Form shall be attached to the Notice of Class Action Settlement and must be submitted by

Proposed Settlement Class Members to the Claims Administrator as part of the claims

process of this Settlement pursuant to Section X. Unless otherwise noted, the definition of

“Claim Form” is inclusive of the Rider attached to the Claim Form.

2.7

“Class Counsel” means the law firm of Sanford Wittels & Heisler, LLP.

2.8

“Class Representatives” or “Named Plaintiffs” means Amy Velez, Penni

Zelinkoff, Minel Hider Tobertga, Michelle Williams, Jennifer Waxman-Recht, Karen

Liggins, Lori Horton, Holly Waters, Wendy Pinson, Roberta Vonlintel, Catherine White,

Kelly Corbett, Jamie Holland, Joan Durkin, Simona Lopes, Maryanne Jacoby and Marta

Deyne.

2

Case 1:04-cv-09194-CM Document 294-1 Filed 07/14/10 Page 5 of 68

2.9

“Counsel for Novartis” or “Counsel for Defendant” means the law firms

of Cravath, Swaine & Moore LLP, Vedder Price, and Kaye Scholer LLP.

2.10 The “Court” means the United States District Court for the Southern

District of New York.

2.11 “Defendant”, the “Company” or “Novartis” means Novartis

Pharmaceuticals Corporation.

2.12 “Effective Date” means the date upon which all of the following have

occurred: (1) entry of an order by the Court certifying the Settlement Class; (2) entry of an

order or orders by the Court granting Final Approval to the Agreement, approving the

amount of attorneys’ fees and costs and dismissing the Civil Action with prejudice; (3) the

period for Novartis to withdraw from the Agreement pursuant to Section XI has expired

(i.e., 30 calendar days from the Claims Administrator’s receipt of all timely and complete

requests for exclusion submitted by a Class Representative and/or Proposed Settlement

Class Member), and (4) the time for appeal has expired and/or if an appeal is taken, the

appeal results in affirmance of the Court’s Final Approval Order of the Settlement

Agreement.

2.13 “Eligible Claimant” for compensatory damages means a Claimant who has

submitted a timely and complete Claim Form to the Claims Administrator for review by the

Claims Adjudicator.

2.14 “Final Approval Date” or “Final Approval” means the date of entry by the

Court of the Final Approval Order for this Settlement.

2.15 “Medical Professional” means a physician or clinical psychologist.

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2.16 “Notice of Class Action Settlement” means the notice attached hereto as Exhibit A. The Notice of Class Action Settlement shall be provided to the Settlement Class in accordance with Section X.D.
2.17 “Parties” means the Class Representatives and Defendant. 2.18 “Preliminary Approval Date” means the date of entry of the Preliminary Approval Order. 2.19 “Preliminary Approval Order” means the Order entered by the Court preliminarily approving the terms of this Agreement, certifying the Settlement Class, and preliminarily approving the payment of attorneys’ fees, attorneys’ costs and the Service Award Payments, as described in this Agreement, scheduling a “Final Fairness Hearing”, and directing the mailing to the Settlement Class of the Notice of Class Action Settlement. 2.20 “Released Claims” means any and all past or present claims or causes of action (including any suits, petitions, demands or other claims in law, equity or arbitration), and any and all allegations of liability or damages, of whatever kind, nature or description, direct or indirect, in law, equity or arbitration, absolute or contingent, whether class or individual in nature, including both known claims and Unknown Claims, asserted or unasserted, for monetary and non-monetary relief (including without limitation attorneys’ fees, costs or disbursements incurred by the Class Representatives and/or Proposed Settlement Class Members or their counsel in connection with or related to the Civil Action), that were or could have been asserted by the Class Representatives and/or Proposed Settlement Class Members against Novartis, its parents, subsidiaries, affiliates, predecessors, successors and/or assigns and in the case of all such entities, their respective past and present owners, representatives, officers, directors, attorneys, agents, employees,
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privies and insurers (collectively defined as the “Released Parties”), based upon or arising out of the same events, transactions, series of connected transactions, occurrences or nucleus of operative facts that form the basis of the claims that were or could have been asserted in the Civil Action, including any and all claims asserted in the original and subsequently amended complaints filed in the Civil Action. This Release includes all claims based upon or arising out of the conduct alleged in the Complaint (including all Amended Complaints) or within the trial record. This Release includes any and all past or present claims or causes of action (including any suits, petitions, demands or other claims in law, equity or arbitration), and any and all allegations of liability or damages, of whatever kind, nature or description, direct or indirect, in law, equity or arbitration, absolute or contingent, whether class or individual in nature, including both known claims and Unknown Claims, asserted or unasserted, for monetary and non-monetary relief (including without limitation attorneys’ fees, costs or disbursements incurred by the Class Representatives and/or Proposed Settlement Class Members or their counsel in connection with the Civil Action), that were or could have been asserted by the Class Representatives and Proposed Settlement Class Members against the Released Parties based upon, or arising in any way out of the litigation of the Civil Action or the jury verdict, provided however that nothing contained herein shall prevent any Party to this Settlement Agreement from initiating a legal action to enforce any term or provision of this Settlement Agreement. Specifically included in this release are any and all claims, including both known claims and Unknown Claims, that were or could have been asserted in the Civil Action, including but not limited to, claims of alleged employment discrimination, sexual harassment claims, hostile work environment claims or benefits claims under Title VII of the Civil Rights Act
5

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of 1964, 42 U.S.C. § 1981a, and any other applicable federal, state, or local statutes, common law, or regulation. Furthermore, this Release includes all claims for monetary damages, injunctive, declaratory or equitable relief, and costs and attorneys’ fees, whether arising under Title VII, Section 1981a or under any other federal, state, local or common laws or regulations arising out of the same transactions, series of connected transactions, occurrences or nucleus of operative facts that form the basis of the claims, including both known claims and Unknown Claims, that were or could have been asserted in the Civil Action. This Release does not include or cover any actions or omissions occurring after the Preliminary Approval Date, nor does it include or cover any claims stemming from any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).
2.21 The “Settlement Class” means a class certified by the Court for settlement purposes pursuant to Federal Rules of Civil Procedure 23(b)(2) and (b)(3) consisting of all women who are currently holding, or have held, a sales-related position of Sales Representatives, Sales Consultants, Senior Sales Consultants, Executive Sales Consultants, Sales Associates, Sales Specialists, Senior Sales Specialists or District Managers I with Novartis Pharmaceuticals Corporation, from the start of the class period, July 15, 2002, through the Preliminary Approval Date (together the “Proposed Settlement Class Members” or “Settlement Class Members” and each a “Proposed Settlement Class Member” or “Settlement Class Member”), excluding individuals who entered into individual releases as part of individual agreements with Novartis up to the Preliminary Approval Date that did not carve out an exception for this Civil Action.
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2.22 The “Settlement Class Period” shall be defined as July 15, 2002 through

the Preliminary Approval Date.

2.23 “Unknown Claims” means any and all Released Claims which any Named

Plaintiff or Proposed Settlement Class Member does not know or suspect to exist in her

favor at the time of the release of the Released Parties, which if known by her might have

affected her decision(s) with respect to the Settlement. With respect to any and all Released

Claims, the Parties stipulate and agree that upon the Effective Date, the Named Plaintiffs

shall expressly waive, and each Proposed Settlement Class Member shall be deemed to have

waived, and by operation of the Final Approval Order shall have expressly waived, any and

all provisions, rights and benefits conferred by any law of any state or territory of the

United States, or principle of common law, which is similar, comparable, or equivalent to

Cal. Civ. Code § 1542, which provides:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

The Parties acknowledge, and all other Proposed Settlement Class Members by operation of

law shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the

definition of Released Claims was separately bargained for and was a key element of the

Settlement.

III. NATURE AND RESOLUTION OF THIS CASE

3.1

On November 19, 2004, Class Representatives Amy Velez and four other

women filed a Class Action Complaint against Novartis Corporation and Novartis

Pharmaceuticals Corporation in the United States District Court for the Southern District of

New York, on behalf of themselves and a nationwide class of female sales force employees

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of Novartis under Title VII, 42 U.S.C. § 2000(e) et seq. An additional thirteen women were

subsequently added as Class Representatives. The Class Representatives filed their Second

Amended Class Action Complaint on June 3, 2005, their Third Amended Class Action

Complaint on September 9, 2005 and their Fourth Amended Class Action Complaint on

March 13, 2006.

3.2

On January 16, 2007, the Class Representatives filed their Motion to

Certify a Class. Novartis submitted a brief in opposition to class certification on March 22,

2007. On July 31, 2007, the Court certified a class action pursuant to Rule 23(b)(2). On

August 16, 2007, the Court issued an Amended Opinion and Order, and issued notice of

court approval of class certification on December 7, 2007. The notice was addressed to all

women who were employed in certain sales-related positions with Novartis in the period

between July 15, 2002, and November 30, 2007.

3.3

A jury trial commenced on April 7, 2010. The jury delivered a verdict on

behalf of Plaintiffs on all counts and awarded compensatory and punitive damages. The

trial concluded on May 19, 2010, with equitable relief and non-monetary relief to be

ordered by the Court at a later date.

3.4

The Parties agree that the settlement described in this Agreement is fair,

reasonable and adequate. Class Counsel and the Class Representatives represent that the

settlement set forth in this Settlement Agreement is the product of vigorous and lengthy

negotiations and serves the best interest of the Proposed Settlement Class based on all the

facts and circumstances because it provides certain, prompt and extensive relief for the

Proposed Settlement Class and avoids the risk of future litigation.

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3.5

It is the intention of the Parties to fully, finally, and forever settle,

compromise, and discharge all disputes and claims of the Proposed Settlement Class,

whether asserted or unasserted, based on, arising from or related in any way to the Civil

Action.

3.6

It is the intention of the Parties that this Agreement shall constitute a full

and complete settlement and release of all claims of the Proposed Settlement Class against

the Defendant that were or could have been asserted as based on or arising from the Civil

Action, and that the Civil Action shall be dismissed with prejudice.

3.7

Defendant denies all claims as to liability, wrongdoing, damages,

penalties, interest, fees, injunctive relief and all other forms of relief, as well as the class

allegations asserted in the Civil Action. Defendant has agreed to resolve the Civil Action in

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 potential defenses

or privileges. 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 were to proceed,

they will not present any argument based on this Settlement or Settlement Agreement, or

any exhibit, attachment, act performed or document executed pursuant to this Settlement or

this Agreement. Additionally, neither the Agreement nor the Settlement, nor any act

performed or document executed pursuant to, or in furtherance of, the Agreement or the

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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.

3.8

Neither this Agreement nor anything in it, nor any part of the negotiations

that occurred 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 concerning the enforcement or interpretation of

this Agreement.

IV. MUTUAL FULL COOPERATION

4.1

The Parties agree that they will fully cooperate with each other to

effectuate and implement all terms and conditions of this Settlement Agreement, and

exercise good faith efforts to accomplish the terms and conditions of this Settlement

Agreement.

V. RELEASES

5.1

Upon the Effective Date of this Settlement Agreement, in consideration

for the agreements by the Parties and other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every

member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors,

administrators, predecessors, successors and assigns shall hereby release, remise and

forever discharge the Released Parties (as defined above) from each and every Released

Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from

initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the 10

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Released Parties and their counsel, whether or not the claims of the Proposed Settlement

Class Members have been approved, allowed, substantiated or rejected. Unless a Named

Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to

Paragraph 10.28 below, this Release shall apply whether or not such individual has

executed and delivered a Claim Form or otherwise actively participated in the Settlement.

5.2

Every Proposed Settlement Class Member, as defined above (except for

those who opt out pursuant to Paragraph 10.28 below), 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 they 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.

5.3

The Parties and Proposed Settlement Class Members acknowledge that the

covenants and promises made by Novartis herein constitute adequate consideration in

exchange for the Released Claims.

5.4

Nothing in this Settlement Agreement shall be construed to bar any claims

of Proposed Settlement Class Members or the Class Representatives based on or arising out

of events occurring after the Preliminary Approval Date by the Court of the Settlement

Agreement. Nor shall anything in this Settlement Agreement be construed to bar any

claims of Proposed Settlement Class Members or the Class Representatives based on or

arising out of claims in any certified class action, other than this Civil Action, of which the

individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or

because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

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VI. TOTAL SETTLEMENT AMOUNT

6.1

The “Total Settlement Amount,” in full and complete satisfaction of all

Released Claims, shall be up to $175,000,000.00 in monetary and non-monetary relief,

comprised of a cash payment of up to $152,500,000.00 (the “Settlement Fund”) and

programmatic non-monetary relief, described in Section VII, valued at $22,500,000.00.

6.2

Subject to Court approval, the Settlement Fund will be provided to the

Claims Administrator to be distributed as described in Sections VIII, IX and X of this

Agreement.

VII. PROGRAMMATIC RELIEF

7.1

The programmatic relief described in this Section will be 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 or until the Court

determines that Novartis is in compliance with the programmatic relief in this Section.

7.2

Novartis will substantially comply with the programmatic relief described

in this Section within one (1) year of the Effective Date.

7.3

The monitoring period for the relief described in this Section, with

reporting to Class Counsel and the Compliance Master as described below in Section VII.H

will be three (3) years from the Effective Date, and with the first report due one (1) year

following the Effective Date.

7.4

If Novartis’s compliance is satisfactory to the Court, Novartis’s

obligations with respect to the programmatic relief described in this Section will end upon

the Court’s order.

7.5

The terms of the programmatic relief described in this Section will be

subject to good-faith negotiation between the Parties, should there be a legitimate business 12

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reason to modify those terms. No substantive modification may be made to the terms of

this Section absent approval by the Court.

7.6

Nothing in this Section shall be construed to require or permit any party to

the Agreement, or agent thereof, to disclose Novartis’s confidential personnel information.

7.7

Novartis agrees to take the actions described in this Section with respect to

employees who hold positions as Sales Representatives, Sales Consultants, Senior Sales

Consultants, Executive Sales Consultants, Sales Associates, Sales Specialists, Senior Sales

Specialists, and District Managers I.

A. Proactive Equal Employment Opportunity Measures.

7.8

Novartis will take the following actions regarding the following aspects of

the field force employment experience:

(i) Novartis will include, as part of its bi-annual employee

engagement survey (or a separate add-on for employees in jobs covered by this

Agreement) conducted anonymously by an outside survey provider, questions about

work-life balance, including questions concerning the comfort level that employees have

in using pregnancy leave, job share policies and the sexual harassment policy regarding

inappropriate sexual behavior or comments by physician customers, as well as the

attitudes employees have observed management expressing regarding maternity leave

and job share policies. This survey, which is conducted by a well-known third-party

specialist, is next scheduled for the second calendar quarter of 2011.

(ii) Sexual Harassment Policy and Training: Novartis will prepare and

circulate a sexual harassment policy that will cover inappropriate conduct by employees

and physician customers and will make clear that Novartis does not tolerate inappropriate

sexual behavior or comments by physician customers. Novartis will conduct annual 13

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training on this policy, which includes guidance to the field force regarding how to

respond if faced with inappropriate sexual behavior, as well as direction to employees to

report such conduct for investigation and remedial action. The bi-annual survey

described in Paragraph 7.8(i) will elicit feedback from all Novartis employees regarding

whether they understand the policy and would be comfortable reporting inappropriate

conduct under this policy.

7.9

Novartis will track the trends in response to the survey described in

Paragraph 7.8(i). With respect to Paragraph 7.8(ii), Novartis will continue its zero tolerance

policy of permanently removing any physician who was the subject of a substantiated

employee complaint for conduct constituting sexual harassment from both the target calling

list and the incentive goals for all sales representatives.

7.10 Novartis will report the results of the bi-annual survey described in

Paragraph 7.8(i) to the Compliance Committee (whose membership includes the Vice

President of Ethics and Compliance, President of Novartis, and the Heads of several

different departments and Business Units) and that Committee will make recommendations,

where needed, to remedy as soon as practicable any gender-related problems affecting

employees covered by this Agreement and evidenced in the survey. Those

recommendations, along with the survey responses and the trends over the years, will be

delivered on a bi-annual basis. In addition, Novartis will provide a brief summary to Class

Counsel of any action taken by the Compliance Committee to remedy the problems

discussed above.

B. Responses to Complaints of Discrimination.

7.11 Within nine months following the Effective Date of this Agreement,

Novartis will increase the size of both the Human Resources Business Partners staff and the 14

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Employee Relations and Human Resources Compliance Group (“Employee Relations” or the “Employee Relations Group”), which is designated to respond to and investigate complaints of discrimination.
(i) The ratio of each Employee Relations investigator to number of employees can be no less than 1 investigator-to-1000 employees, in line with external best practices benchmarks (2009 Corporate Leadership Council).
(ii) The ratio of each Human Resources Business Partner to number of employees can be no less than 1 Partner -to-210 employees, in line with external best practices benchmarks (2009 Corporate Leadership Council).
(iii) The Head of Employee Relations responsible for overseeing all investigations regarding complaints of discrimination must report directly to the Vice President of Human Resources.
7.12 Novartis will revise the policies and processes regarding its investigation into discrimination as follows:
(i) An additional resource for reporting complaints will be established. Novartis will institute a new “hotline” specific to Employee Relations complaints that would be directed immediately to Novartis’s Head of Employee Relations, with a copy to the Business Practices Officer (“BPO”) for tracking and formal assignment of investigative authority.
(ii) Novartis will communicate to employees its policy that requires all employees to immediately report—to the BPO, Employee Relations Hotline, Alertline, his or her Supervisor, an officer of the Company, or a representative of Human Resources, Ethics and Compliance or Legal—all complaints of misconduct. Novartis
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will also communicate to employees its policy that requires managers or upper-level Novartis employees to immediately report—to the BPO, Employee Relations Hotline, AlertLine, his or her Supervisor, an officer of the Company, or a representative of Human Resources, Ethics and Compliance or Legal—all complaints of misconduct made by others, and that management may not exercise its discretion regarding whether or not to report such a complaint.
(iii) Novartis will track the date and time that all complaints are received by the BPO and the date that the BPO assigns the complaint to the Employee Relations Group for investigation. Novartis will also track the date and time that all complaints are received by the Employee Relations hotline and copied to the BPO for tracking and formal assignment of investigative authority.
(iv) Novartis will establish a policy that all complaints of discrimination received by the BPO be assigned to the Employee Relations Group for investigation within two (2) business days of the BPO’s receipt of the complaint.
(v) The Employee Relations Group will reach out to the complaining individual insofar as he or she is known and reachable within two (2) business days of receiving the complaint, and maintain a record of the date that the complaining individual is contacted.
(vi) The response time of the Employee Relations Group will be reviewed by the Head of Employee Relations on a quarterly basis. If the Employee Relations Group fails to meet the two-day requirement in any two (2) consecutive quarters, Novartis will hire one (1) additional Employee Relations investigator.
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7.13 As a part of any Employee Relations investigation, the Employee Relations investigator may attempt to conduct a follow-up interview with the complainant where appropriate and necessary to the investigation (including any counter-claims and defenses and the opportunity for the complainant to respond thereto).
(i) This follow-up interview, if conducted, will take place after the Employee Relations investigator has conducted an investigation into the corroboration of or defenses against the discrimination complaint and has reviewed any relevant documentation.
7.14 At the conclusion of the investigation, the Employee Relations Group will notify the complaining individual that the investigation has been closed, what the result of the investigation was (substantiated, unable to conclude, not substantiated), and the complainant’s rights upon conclusion of the investigation.
7.15 Novartis will disseminate to the entire sales field force on an annual basis the following clarifications and explanations regarding the Employee Relations process:
(i) Novartis will explain clearly and in writing that employees may make complaints on an anonymous basis (and will point out that anonymity might, in some instances, constrain the ability to investigate), and that the information collected during the investigation is kept confidential to the extent possible.
(ii) Novartis will explain clearly and in writing the process followed by Employee Relations regarding investigations into complaints of discrimination, the possible outcomes where claims are substantiated, that the timeline for an investigation is dependent on the particular facts of the case, the role that a complainant will play in the process, that a complainant may at all times communicate with Employee Relations
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either orally or in writing, and the level of information provided to the complainant at the close of an investigation.
7.16 Novartis has developed a formalized complaint investigation process, which it will continue to follow, including the practice that all investigative steps taken by the Employee Relations Group either be made in writing or documented after the fact. Novartis will further maintain an electronic database of any complaints—substantiated, unable to conclude or unsubstantiated—and disciplinary action taken (if any), so that decisionmakers have access to disciplinary guidance from similar cases so as to ensure consistent responses across the Company. One purpose of the database will be to identify trends, and to determine what additional training or policy adjustments are required in areas including gender equity.
(i) Novartis will ensure that all management-level employees and above are fully trained on this investigation process annually.
(ii) Novartis will ensure that all Employee Relations and Human Resources Business Partners are fully trained annually on this investigation process.
(iii) Novartis will explain clearly and in writing that there are several factors for management to consider in making disciplinary decisions, including the type of misconduct, severity, harm to the complainant and whether there have been multiple or sequential substantiated or unable to conclude complaints. A copy shall be provided to Class Counsel.
(iv) Novartis will continue to ensure that Field Management does not have full discretion regarding whether a claim is sufficiently substantiated, the appropriate discipline and any appropriate corrective steps when necessary. To that end,
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Novartis will continue to empower a Resolution Committee consisting of representatives from Legal, Employee Relations, the Ethics and Compliance Department and Human Resources to review the findings and make recommendations about corrective action (up to and including termination) to the relevant management. In forming its recommendation, the Resolution Committee will have access to the database described in Paragraph 7.19 below, so as to obtain, among other things, information related to prior substantiated and/or unable to conclude complaints against the subject of the investigation. If field management disagrees with the recommendation made by the Resolution Committee, the matter is escalated to the Novartis Compliance Officer, Head of the relevant Business Unit and the Resolution Committee for final decision. The Vice President of Human Resources will review the escalated matter in the event of further disagreement.
C. Human Resources’ Role in Clarification Meetings. 7.17 Within six months of the Effective Date of the Agreement, Novartis will revise the timing and function of the “clarification meeting” as follows:
(i) Novartis will provide the employee who is the subject of the complaint the opportunity to provide any evidence to the investigator within two (2) business days after the clarification meeting. If the employee submits such additional evidence and requests a follow-up meeting, a subsequent clarification meeting or telephone conference will be held before the Resolution Committee makes any determination.
(ii) The Resolution Committee will consider any evidence presented by the employee in making its recommendations.
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D. Oversight and Implementation. 7.18 Upon the Effective Date of this Agreement, Novartis will immediately commence the process of preparing training for all Employee Relations and Human Resources Business Partner personnel regarding all changes made in accordance with this Agreement. Novartis anticipates the roll-out of training will commence approximately one (1) year later, and the Company will put forth best efforts to commence training even earlier if it is practicable to do so. 7.19 Novartis currently maintains, and will continue to maintain, a database of all complaints that the Employee Relations Group investigates which includes:
(i) the date of the complaint, (ii) the type of complaint, (iii) the complainant (where available), (iv) the identity of the subject of the complaint, (v) the investigator assigned, (vi) the date of the initial contact with the complainant, (vii) the outcome of the investigation (unsubstantiated, unable to conclude, or substantiated), and (viii) the nature of the corrective action, if any. 7.20 The investigation file contains: (i) dates of interviews, (ii) date of clarification meeting[s], and (iii) date of Resolution Committee meeting.
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7.21 Novartis will build into the investigation process identification at the inception of the investigation whether the subject of the complaint has been the subject of any prior complaints.
7.22 The Head of Employee Relations will compile an annual report to be delivered to the Compliance Committee with one copy to the Chairman of the Novartis Pharmaceuticals Corporation Board of Directors. Each annual report will relay the contents of the databases detailed above, including an assessment of any gender-related trends evidenced in that data, and a summary of the nature and resolution of complaints.
E. Performance Evaluations. Novartis agrees to the following actions with respect to its Performance Evaluation Process: 7.23 Clarification and Implementation of the Performance Evaluation
(i) Novartis will evaluate how to ensure that an employee’s leave of absence will not result in negative performance ratings for his/her manager, his/her counterparts in the territory and the employee in question.
(ii) Novartis will develop and issue specific guidance regarding implementation of the Values and Behaviors evaluation.
a) Such guidance shall include examples of conduct that represents “1,” “2” or “3” in each value and behavior, and descriptors of “not meeting”, “meeting” and “exceeding” expectations.
b) It will also include detailed parameters regarding what each number score means, how to differentiate among the scores, and how to appropriately determine an overall score from the subscores so that employees are assessed consistently.
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(iii) Novartis will develop and issue guidance regarding the implementation of the Objective Evaluation.
(iv) Values and Behaviors Training: Novartis will conduct training of all managers on how to assess Values and Behaviors in light of the specific guidance described above.
(v) Objective Training: Novartis will provide training and written guidance to all managers on defining the factors that will be considered as relevant Key Performance Indicators (“KPIs”) and the weight given to each KPI, and how leaves of absence will be handled when evaluating sales results. In addition, Novartis will instruct managers that consideration and application of mitigating factors will take place at the calibration sessions.
(vi) Novartis will provide training to employees and managers on completing their self-assessments and the role that multi-raters play in the performance management process.
(vii) Novartis will retain an external specialist with the input of Class Counsel (who shall first review the qualifications of this individual, including previous analyses and publications). This specialist will design an annual adverse impact analysis of ratings to determine if there are any significant gender disparities.
a) Class Counsel shall have an opportunity to meet with the specialist and review his/her proposed methodology as well as the final methodology used for the analysis before the specialist begins the analysis.
b) Class Counsel shall also have the opportunity to make recommendations to the specialist about the methodology used for the analyses.
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c) Novartis agrees to share the results of that analysis, as they pertain to gender, with Class Counsel. Class Counsel shall have the opportunity to propose recommendations to Novartis on appropriate remedies. Novartis will remedy, as soon as practicable, any gender-related problems affecting employees covered by this Agreement and evidenced in the analysis.
7.24 Transparency and Training (i) Novartis will provide mandatory training for all managers
regarding the performance evaluation process, including the specific guidance discussed above. This same training will be made optional for sales force members and provided on the Novartis intranet.
(ii) The sales force will receive and have access to all written guidance regarding performance evaluations that are made available to managers.
(iii) Novartis will continue to circulate to all associates at year-end all written guidance for performance evaluations, including information regarding the appeals process (see Paragraph 7.26 below). This information will continue to be made available on the Novartis intranet.
7.25 Calibration Sessions (i) Novartis will conduct calibration sessions at the District Manager
and second-line manager level for representatives (and at the second-line manager and Vice President level for District Managers) to ensure consistency in the evaluation of employees against a uniform understanding of the expectations.
a) Human Resources will continue to play an active role in the calibration sessions as detailed below.
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b) Each second-line manager will meet with all of his or her District Managers along with an Human Resources representative to discuss the uniform expectations for performance at each level, any mitigating circumstances that came into play for any districts in the region, and application of the uniform expectations to the sales representatives across districts.
c) The Human Resources representative will be primarily responsible for presenting the uniform expectations; the second-line manager will lead the other portions of the discussion.
d) The Human Resources representative will be tasked with maintaining records on the conversations had during the calibration session and the reasons for any alterations to ratings that are made as a result of the conversation. Any disputes between a District Manager and a second-line manager must also be documented.
e) The same process will be followed at one level up for the evaluation of District Managers.
7.26 Human Resources’ Role and the Appeals Process (i) Novartis will add an appeals process whereby employees who
disagree with their performance rating may appeal to their 1 over 1 manager who, in consultation with an Human Resources Business Partner who was not involved in the calibration session, will render a final decision.
(ii) Any employee who believes that his/her review was improperly tainted by discrimination may file a complaint via the Employee Relations complaint procedure.
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F. Compensation. Novartis agrees to the following actions with respect to its Compensation Policies and Procedures: 7.27 Novartis Compensation and Benefits (“C&B”) will work with an external C&B specialist to design a Base Salary pay in range analysis and subsequent adverse impact analysis, as described below. Novartis will retain the specialist with the input of Class Counsel (who shall first review the qualifications of this individual, including previous analyses and publications).
(i) Class Counsel shall have an opportunity to meet with the specialist and review his/her proposed methodology as well as the final methodology used for the analyses below before the specialist begins the analysis.
(ii) Class Counsel shall also have the opportunity to make recommendations to the specialist about the methodology used for the analyses.
7.28 Novartis C&B will work with the specialist to design a base salary pay in range analysis for sales representatives and first-line managers.
(i) This analysis will include identification of any gender-related discrepancies within the range despite similar tenure, experience, and performance.
(ii) The analysis will be completed within three months after the agreed analysis design. In case of discrepancy versus range, Novartis will bring the outliers within range within 18 months according to a phased schedule.
7.29 The specialist will review the Field Force Incentive policy to avoid negative impact on Incentive payout for managers or for sales representatives as a result of approved leaves of absence for other sales representatives in the district.
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7.30 Novartis has introduced a merit increase grid, which limits a manager’s discretion on pay decisions and should be used as a guideline for pay increases. The grid shows a matrix with Position in Range and Performance Rating and for each position, a range of recommended pay increase (as a percentage). Managers will be required to document any deviation from the grid. The C&B manager will review the recommended merit increases against the guidelines and make a final recommendation for approval to senior management. These recommendations shall be documented in writing.
7.31 Guidelines on how to plan for merit increases will be issued prior to the year-end process. A manager’s merit increase planning will be reviewed by the Supervisor, Human Resources and the C&B team.
7.32 Upon completion of each annual merit planning process, Novartis C&B will perform an adverse impact analysis for discrepancies in annual rate of pay based on gender.
(i) Novartis will make necessary adjustments based on these findings in the next merit cycle.
a) Adjustments resulting from the adverse impact analysis will not be taken from the merit increase budget established for that year.
(ii) For the term of this Agreement, Novartis agrees to share the results of that analysis, as they pertain to gender, with Class Counsel. Class Counsel shall have the opportunity to propose recommendations to Novartis for compensation adjustments detailed in Paragraph 7.32(i) above.
7.33 Any employee who believes that his/her merit raise or compensation is tainted by discrimination, may file a complaint in accordance with the Employee Relations
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complaint process. Novartis will provide in writing a reminder of the complaint process on an annual basis.
G. Promotional Opportunities. Novartis agrees to the following actions with respect to its Policies and Procedures for Promotional Opportunities: 7.34 Formalizing and Articulating Standards
(i) Novartis has formalized and documented the qualifications necessary to be considered eligible for management, the processes followed for management development, the steps a representative must take to become a manager, and the role that the District Manager and second-line manager play in that process. In instances where employees are assigned to District Manager positions outside the process because the position is filled by external hiring, international hiring, or by a developmental rotation, Novartis will ensure this is done on a non-discriminatory basis.
a) Novartis will provide written direction and training that specifies that District Managers and second-line managers are not allowed to modify or add any additional requirements, standards, or steps to the Management Development (“MD”) process.
b) On an annual basis, Novartis will provide these policies in written form to the entire sales field force and will make them available year-round on the Novartis intranet.
c) Novartis will also provide clear written materials regarding the pre-Management Development Program (“MDP”) checklist and the MD classes, how each stage progresses, what individuals need to do to move through each stage, and the frequency at which each of the MD classes are offered.
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d) Where possible, the calendared dates for each MD class, along with the eligibility requirements and the registration process, should be posted on the intranet well in advance of registration closing for each class.
e) Employees will be notified of a Sales Training department employee who can answer questions regarding the MD classes and the MDP checklist. Novartis will ensure that this department is sufficiently staffed to answer questions in a timely manner.
(ii) MDP Training a) Novartis will commit that the MDP will not require more
than a three-night stay away from home per quarter for training on the MDP, and will not require training to occur over the weekend.
7.35 Enabling More Self-Guided Development (i) Novartis has created and will continue to maintain a system that
allows interested employees to self-register their interest in management electronically. a) In response to a registration of interest for management,
Novartis does, and will continue to, automatically provide to the eligible individual information regarding completion of the MDP checklist, along with eligibility requirements and the next steps in proceeding through the MDP process. These materials will also detail what changes in performance or other circumstances would lead to an employee being removed from the MDP process.
b) Novartis will also provide a Sales Training contact who can answer questions about the process and can provide advice regarding concerns.
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c) The Sales Training contact will monitor candidates’ progress through the program and if concerns are identified either by a candidate or by the Sales Training contact himself/herself, will notify the appropriate Human Resources Business Partner. The Human Resources Business Partner will intervene as necessary and discuss with the District Manager and/or second-line manager any concerns regarding the support of the District Manager or second-line manager for management.
d) Any concerns regarding discrimination will be handled pursuant to the Employee Relations complaint process.
(ii) A second-line manager will be required to monitor the progress of employees who participate in the Management Development system.
(iii) Novartis will maintain a distribution list of “ready” management candidates, updated after the close of each MD3 class, who have completed the MD process and so are eligible for a District Manager I position. Unless an available District Manager I position must be filled under exigent circumstances that require an immediate hiring decision or will be filled through external hiring, international hiring, or by a developmental rotation, Novartis will post available District Manager I positions on its internal system. Candidates may set up a profile which will have the system automatically notify them when such a posting appears.
7.36 Tracking and Monitoring Progress (i) Novartis will create and maintain a database that tracks the overall
number, identity and gender of individuals who self-nominate, have completed the checklist and have completed each of the MD classes (MD1, MD2 or MD3).
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a) The database will also identify the date at which each step in the process was completed.
b) The database will also record the number and gender distribution of each individual who became a District Manager I by year and the date and position which each individual filled.
c) Individuals will remain in the database until they are no longer with the Company, become a District Manager, move into a different Novartis career path (e.g., marketing), no longer satisfy the performance or other requirements for a District Manager I position, or have removed themselves from consideration.
(ii) Novartis will retain an external specialist to design an adverse impact analysis two years from the Effective Date of this Agreement with respect to the pool of employees qualified for and interested in promotions to first-line manager to determine if there are any significant gender disparities in overall gender representation at the District Manager I level, in new hires into the District Manager I level, and in time to promotion into District Manager I from completion of MD3. Novartis will retain the specialist with the input of Class Counsel (who shall first review the qualifications of this individual, including the previous analyses and publications).
a) Class Counsel shall have an opportunity to meet with the specialist and review his/her proposed methodology as well as the final methodology used for the analysis before the specialist begins the analysis.
b) Class Counsel shall also have the opportunity to make recommendations to the specialist about the methodology used for the analysis.
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c) This analysis will be conducted in accordance with federal affirmative action guidelines.
d) Novartis agrees to share the related results of that analysis, as they pertain to gender, with Class Counsel. Class Counsel shall have the opportunity to propose recommendations to Novartis on appropriate remedies. Novartis will remedy, as soon as practicable, any gender-related problems affecting employees in jobs covered by this Agreement and evidenced in the analysis.
(iii) Novartis will compile an annual report to be provided to the Head of Human Resources, the Vice President of Diversity and the Executive Committee, with one copy to the Chairman of the Novartis Pharmaceuticals Corporation Board of Directors. Each annual report will relay the contents of the database detailed above in Paragraph 7.36(i).
7.37 Cultivating Talent (i) Novartis will work with Luke Visconti, CEO from DiversityInc,
and Joyce Dudley from Dudley Hamilton to work on the overall culture at Novartis and improve the Novartis work environment for all employees and report annually to the Novartis Executive Committee on recommendations and actions taken.
H. Compliance. 7.38 The Court will appoint, pursuant to Federal Rule of Civil Procedure 53 (“Rule 53”), a Compliance Master to monitor the implementation by Novartis of the terms of Section VII of this Agreement. 7.39 For each of the three (3) years following the Effective Date, Novartis will submit, on the anniversary of the Effective Date, an annual report to Class Counsel detailing
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its compliance with Section VII of this Agreement and attaching any expert reports generated during the course of the preceding year. Within thirty (30) calendar days of the submission of each annual report, Novartis and Class Counsel will jointly submit to the Compliance Master Novartis's annual report (including attachments), as well as either a joint statement that the Parties agree that Novartis has complied with Section VII of this Agreement, or a statement by Class Counsel identifying areas of Novartis's alleged noncompliance with Section VII of this Agreement and an accompanying response by Novartis.
7.40 If Class Counsel identifies areas of alleged noncompliance, or if the Compliance Master deems it necessary and appropriate notwithstanding the Parties’ agreement as to compliance, the Compliance Master shall make written inquiries to the Parties to assess whether there are compliance issues. The Parties will respond in writing to any such inquiries within thirty (30) days of the date of the mailing of the written inquiries, and the Compliance Master shall then, within thirty (30) days of receipt of the Parties’ written response, conclude in writing either that Novartis is in compliance with Section VII of this Agreement or inform the Parties of any specific item or items as to which Novartis is not in compliance.
7.41 The Compliance Master shall be responsible only for identifying any noncompliance with the specific terms of Section VII of this Agreement; however, the Compliance Master may make suggestions regarding the means by which Novartis might bring itself into compliance.
(i) If the Compliance Master determines that Novartis is in compliance with the terms of Section VII of this Agreement for that year, no further
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reporting action regarding that year shall be necessary. However, if the Compliance Master concludes that Novartis is in compliance with Section VII of this Agreement, Class Counsel may file objections to that conclusion with the Court pursuant to Rule 53 no later than twenty (20) days after a copy of the conclusion is served on Class Counsel.
(ii) If the Compliance Master identifies a specific item or items on which Novartis is not in compliance, Novartis shall promptly take remedial steps to bring itself into compliance. In the alternative, Novartis may file objections to the Compliance Master's conclusion with the Court pursuant to Rule 53 no later than twenty (20) days after a copy of the Compliance Master's conclusion is served on Novartis.
a) In the event that Novartis is required to take remedial steps to bring itself into compliance, Novartis shall provide a supplemental report detailing the remedial steps taken and explaining how these steps remedied the identified areas of noncompliance. This supplemental report shall be provided to the Compliance Master on a timeline to be set by the Compliance Master at the time any instance of noncompliance is identified.
b) Class Counsel shall have an opportunity to comment no later than twenty (20) days after a copy of Novartis’s supplemental report is served on Class Counsel and the Compliance Master. The Compliance Master shall then either conclude that Novartis is in compliance or that it is not.
7.42 Upon completion of the third annual report cycle, as described above, if the Compliance Master believes that Novartis is in compliance with Section VII of this Agreement, he or she shall recommend to the Court that Novartis’s obligations described in this Section be terminated. If at that time the Compliance Master does not believe that
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Novartis is in compliance with Section VII of this Agreement or is not satisfied that

Novartis has promptly corrected any specific items of noncompliance, he or she shall make

a recommendation to the Court concerning the possible extension of all or some of

Novartis’s obligations under Section VII of this Agreement. Pursuant to Rule 53, the

Parties may file comments or objections to the Compliance Master’s recommendation with

the Court no later than twenty (20) days after a copy of the Compliance Master’s

recommendation is served.

7.43 The fees and costs of the Compliance Master, which shall not exceed

$250,000.00 for the three-year period, shall be paid from the Settlement Fund as an

administrative expense, as described in Paragraph 9.6 below.

7.44 Any information obtained by the Compliance Master shall be treated as

confidential and shall not be used for any purpose other than monitoring the implementation

of this Agreement, consistent with the terms of Section VII. Prior to receiving the Parties’

first annual report, the Compliance Master shall execute a confidentiality agreement limited

by the restriction in the preceding sentence.

7.45 Nothing in this Provision will limit the right of Class Counsel to

participate in the implementation or oversight of the Programmatic Relief as is otherwise

detailed in Section VII of this Agreement.

VIII. SETTLEMENT FUND

8.1

No later than thirty (30) calendar days after the Effective Date, Novartis

shall provide, by wire transfer, to the Claims Administrator $152,500,000.00 (the

“Settlement Fund”). The Settlement Fund is calculated based upon the Total Settlement

Amount described in Paragraph 6.1 ($175,000,000.00) minus the value of the non-monetary

relief portion of the Settlement described in Section VII ($22,500,000.00). 34

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8.2

The Settlement Fund will be placed in an interest bearing account (the

“Settlement Fund Account”) approved by Class Counsel with a unique Taxpayer

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

awards will be divided equally between the Class Award for Backpay and the Maximum

Class Award for Compensatory Damages, described in Paragraphs 10.1(iii) and (iv) below,

and distributed according to the procedures set forth therein.

8.3

The Settlement Fund Account will constitute a qualified settlement fund

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

Novartis shall execute an election statement provided by the Claims Administrator which

shall be affixed to the initial tax return of the Settlement Fund Account in order to establish

the start date of the Settlement Fund Account. The Settlement Fund Account will be

created, managed and disbursed by the Claims Administrator under the supervision of Class

Counsel and Counsel for Novartis. The Claims Administrator shall be the only entity

authorized to make withdrawals or payments from the Settlement Fund Account. Novartis

will have no responsibilities or liabilities with respect to the administration of the

Settlement Fund Account, including any distribution therefrom and the reporting for such

distribution.

8.4

Upon wiring the Settlement Fund amount, Novartis will have no further

monetary obligations with respect to Settlement Class Members, Class Counsel or Named

Plaintiffs pursuant to the Settlement and shall have no further responsibility to make any

additional payments pursuant to this Settlement, including with respect to attorneys’ fees

and costs.

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8.5

The Claims Administrator shall have the obligation to return the entire

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

Account) to Novartis within five (5) business days in the event of revocation of this

Settlement pursuant to Section XI below, or in the event that this Settlement Agreement is

reversed on appeal or is otherwise rendered null and void for any reason.

8.6

The Claims Administrator shall distribute the Settlement Fund (including

any interest generated by the Settlement Fund Account) pursuant to the provisions below,

and on the time schedule described herein and pursuant to orders of the Court.

8.7

In the event that the Settlement Fund is not completely distributed for any

reason, any and all remaining funds shall revert back to Novartis. The Claims

Administrator shall provide, by wire transfer, the amount to be reverted to Novartis no later

than ten (10) business days after the distribution of the settlement checks described in

Section X.J below. In addition, within one (1) year and fifteen (15) business days from the

date of distribution of the settlement checks described in Section X.J below, the Claims

Administrator shall provide to Novartis, by wire transfer, the amount of any settlement

checks not paid from the Settlement Fund Account due to Settlement Class Members’

failure to cash the check within one (1) year. The Claims Administrator’s determination of

the amount to revert back to Novartis pursuant to this provision shall be final and non-

appealable.

8.8

$164,500.00 of the Settlement Fund will be set aside in a fund to be

distributed to a non-profit organization dedicated to the advancement of women in the

workforce. The choice of such organization will be proposed by Class Counsel to Novartis,

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who may reject Class Counsel’s choice and require alternative proposals until Class

Counsel proposes an organization that meets Novartis’s approval.

IX. ATTORNEYS’ FEES AND EXPENSES, ADMINISTRATIVE EXPENSES AND SERVICE AWARD PAYMENTS

A. Attorneys’ Fees and Expenses.

9.1

Pursuant to Fed. R. Civ. P. 23(h), Class Counsel, in connection with

seeking Court approval of the Settlement, shall apply for reasonable attorneys’ fees and

expenses incurred by Class Counsel, including the fees and expenses in connection with

overseeing the claims process and monitoring the Settlement Agreement.

9.2

Novartis will not object to a motion for attorneys’ fees by Class Counsel

of up to $38,125,000.00. Novartis will not object to a motion for expenses by Class

Counsel of up to $2,000,000.00. These amounts include all fees, costs and expenses in

connection with the Civil Action and overseeing the claims process and monitoring the

Settlement Agreement.

9.3

The Claims Administrator will pay from the Settlement Fund any Class

Counsel attorneys’ fees and expenses ordered by the Court no later than thirty-five (35)

calendar days after the Effective Date. Prior to the payment of attorneys’ fees and

expenses, Class Counsel will provide the Claims Administrator 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 be the sole responsibility

of Class Counsel.

9.4

If the Court awards attorneys’ fees in an amount less than $38,125,000.00

and/or expenses in an amount less than $2,000,000.00, the difference will be divided and

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allocated in equal parts to the Class Award for Backpay and the Maximum Class Award

for Compensatory Damages, described in Paragraphs 10.1(iii) and (iv) below, and

distributed according to the procedures set forth therein. If the Court awards attorneys’

fees in an amount greater than $38,125,000.00 and/or expenses in an amount greater than

$2,000,000.00, the difference shall be deducted in equal parts from the Class Award for

Backpay and the Maximum Class Award for Compensatory Damages, described in

Paragraphs 10.1(iii) and (iv) below.

B. Administrative Expenses.

9.5

No later than ten (10) business days after the deadline for completion of

the entire claims process, the Claims Administrator and Claims Adjudicator shall provide

the Court and Counsel for the Parties with a statement detailing their respective fees, costs

and expenses incurred in connection with administering the Settlement Fund. The Parties

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 of the

Settlement. The Claims Administrator and Claims Adjudicator will be paid for the above-

referenced fees and expenses from the Settlement Fund.

9.6

$250,000.00 of the Settlement Fund will be set aside to pay the fees and

costs of the Compliance Master as set forth in Paragraph 7.43 above. In the event that the

total fees and costs of the Compliance Master are less than $250,000.00, the difference will

be distributed to the non-profit organization chosen by the Parties pursuant to Paragraph 8.8

above. It is the Parties’ intention that the costs and expenses incurred in the administration

of the Settlement, including the fees and costs of the Compliance Master, not exceed

$2,375,000.00.

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C. Service Award Payments and Compensatory Damages to Named Plaintiffs and Testifying Witnesses

9.7

Subject to Court approval, the Claims Administrator will pay from the

Settlement Fund prescribed amounts to deponents, testifying witnesses and Named

Plaintiffs for the substantial time and energy that they have devoted in litigating this

lawsuit, provided they do not opt-out of the Settlement (collectively “Service Award

Payments”).

(i) Subject to Court approval, the following amounts shall be

distributed to the Testifying Witnesses and Named Plaintiffs to compensate each

individual for compensatory damages and for their dedicated service in litigating the

matter and bringing about this Settlement:
 Tara Blum (Testifying Witness): $205,000.00;  Jessica Borsa (Testifying Witness): $425,000.00;  Kelly Corbett (Testifying Witness and Named Plaintiff): $363,000.00;  Marta Deyne (Named Plaintiff): $385,000.00;  Bernice Dezelan (Testifying Witnes): $272,000.00;  Joan Durkin (Named Plaintiff): $385,000.00;  Minel Hider Tobertga (Named Plaintiff): $385,000.00;  Jamie Holland (Named Plaintiff): $385,000.00;  Lori Horton (Named Plaintiff): $385,000.00;  Maryanne Jacoby (Named Plaintiff): $385,000.00;  Terri Kelly (Testifying Witness): $175,000.00;  Karen Liggins (Named Plaintiff): $385,000.00;  Simona Lopes (Named Plaintiff): $385,000.00;  Christine Macarelli (Testifying Witness): $249,000.00;  Wendy Pinson (Named Plaintiff): $385,000.00;  Raelene Ryan (Testifying Witness): $425,000.00;  Marjorie Salame (Testifying Witness): $425,000.00;  Kelli Shannon (Testifying Witness): $325,000.00;

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 Amy Velez (Lead Named Plaintiff): $410,000.00;  Roberta Von Lintel (Named Plaintiff): 385,000.00;  Holly Waters (Testifying Witness and Named Plaintiff): $425,000.00;  Jennifer Waxman-Recht (Testifying Witness and Named Plaintiff): $425,000.00;  Catherine White (Testifying Witness and Named Plaintiff): $331,500.00;  Michelle Williams (Named Plaintiff): $385,000.00;  Penni Zelinkoff (Named Plaintiff): $385,000.00; and  Amy Zschiesche (Testifying Witness): $260,000.00.
The amounts above reflect a compensatory damage award for the Testifying Witnesses

awarded by the jury (capped at $300,000.00 per statutory mandate), and for the non-

testifying Named Plaintiffs based on the average jury award to Named Plaintiffs. Two

modifications to the compensatory damage awards were included for testifying

individuals who had additional claims outside the original certified class period that are

now included in the settlement period. Each amount also includes a $125,000.00 Service

Award Payment, with Lead Named Plaintiff Amy Velez receiving a $150,000.00 Service

Award Payment.

(ii) Subject to Court approval, a Service Award Payment of

$25,000.00 each shall be distributed to the deponents in compensation for their dedicated

service in litigating the matter and bringing about this settlement:

 Dana Allen  Holly Blakeley  Donna Connally  Cassandra Covington  Christine Coyle  Debora Davis  Ivette Flower  Felicia Jordan  Nicole Joslin

 Michelle Kraft  Julie Lynch  Karla Palmer  Jennifer Peldiak  Drew Persinger  Carrie Petermeyer  Angela Plonczyk  Theresa Thomas  Heather Thompson

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 Ryan Tselikis

 Christine Vaughn

Individuals receiving a Service Award Payment pursuant to this Paragraph must follow

the claims procedure set out in Section X.E below.

(iii) The Claims Administrator will pay the aforementioned Service

Award Payments, less applicable withholdings and deductions, if any, within thirty-five

(35) calendar days after the Effective Date. All individuals receiving payments under

these paragraphs who are also Settlement Class Members, as defined in Paragraph 2.21

above, are eligible to receive a backpay award pursuant to Paragraph 10.1(iii).

9.8

If the Court awards monies less than those set out above, the difference

will be divided and allocated in equal parts to the Class Award for Backpay and the

Maximum Class Award for Compensatory Damages described in Paragraphs 10.1(iii) and

(iv) below, and distributed according to the procedures set forth therein. If the Court

awards monies more than those set out above, the difference shall be deducted in equal parts

from the Class Award for Backpay and the Maximum Class Award for Compensatory

Damages described in Paragraphs 10.1(iii) and (iv) below.

X. INDIVIDUAL MONETARY PAYMENTS TO SETTLEMENT CLASS MEMBERS AND CLAIMS PROCESS

A. Allocation of Individual Monetary Awards

10.1 Individual Awards for Backpay and Compensatory Damages

(i) Individual monetary awards payable to Proposed Settlement Class

Members and Class Representatives will be allocated in settlement of their claims for

backpay or lost wages and compensatory damages. Monetary awards for backpay or lost

wages are subject to all applicable tax withholdings. Monetary awards for compensatory

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damages and/or Service Award Payments shall not be treated as lost wages and therefore will be subject to reporting on IRS Form 1099.
(ii) 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, Novartis’s bonus, executive compensation, pension, any 401(k) and/or other retirement, savings or benefit plans or similar programs.
(iii) Backpay: $60,000,000.00 of the Settlement Fund (which includes the employer’s share of federal and state payroll taxes) (and any additional monies, or less any deductions, pursuant to Paragraphs 8.2, 9.4 and/or 9.8 above) will be allocated to the “Class Award for Backpay”, apportioned among the Class Representatives and Proposed Settlement Class Members who do not opt out of the settlement as follows:
a) A fixed monthly amount for backpay (“Backpay Monthly Amount”) will be calculated by dividing the Class Award for Backpay by the total months worked by the Class Representatives and Proposed Settlement Class Members in jobs included within the Settlement Class definition in Paragraph 2.21 (“class-eligible job(s)”) during the Settlement Class Period.
b) A Class Representative or Settlement Class Member who does not opt out of the settlement will receive an amount equal to the Backpay Monthly Amount multiplied by the number of months the Settlement Class Member worked in a class-eligible job during the Settlement Class Period, less applicable withholdings and deductions as described below in Paragraph 10.1(iii)(c).
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c) The Claims Administrator will withhold from each Class Representative and Settlement Class Member’s backpay award both the employee’s and employer’s share of applicable taxes under federal, state and/or local laws. The Claims Administrator will ensure that such monies withheld are paid to the appropriate authorities for each Settlement Class Member and Class Representative and will issue IRS Forms W-2 for the amounts reportable on each Form.
d) Any portion of the Class Award for Backpay that is not awarded or withheld through the process described in Paragraphs 10.1(iii)(a)-(c) will be apportioned to the Class Representatives and Settlement Class Members who do not opt out of the settlement in proportion to the number of months that each such person worked in a class-eligible job during the Settlement Class Period. No portion of the Class Award for Backpay will revert back to Novartis or be allocated to the Maximum Class Award for Compensatory Damages.
(iv) Compensatory Damages: The Settlement Fund less distributions pursuant to Paragraph 8.8, Section IX and the Class Award for Backpay (and any additional monies, or less any deductions, pursuant to Paragraphs 8.2, 9.4 and/or 9.8 above) will be allocated to the Maximum Class Award for Compensatory Damages, to be distributed as follows:
a) A fixed monthly amount for compensatory damages (“Compensatory Monthly Amount”) will be calculated by dividing the Maximum Class Award for Compensatory Damages (currently estimated at approximately $40,000,000.00) by the total months worked by Proposed Settlement Class Members in class-eligible jobs during the Settlement Class Period.
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b) A Proposed Settlement Class Member who is both (1) eligible to receive compensatory damages by submitting a timely and complete Claim Form pursuant to Paragraph 10.13 below (“Eligible Claimant”), and (2) deemed by the Claims Adjudicator to have substantiated her claim for compensatory damages pursuant to Section X.F, will receive an award of compensatory damages in an amount equal to the Compensatory Monthly Amount multiplied by the number of months the Eligible Claimant worked in a class-eligible job during the Settlement Class Period.
c) In addition, an Eligible Claimant who was treated by a Medical Professional (as defined in Paragraph 2.15 above) during the period July 15, 2002 to the Preliminary Approval Date for pain and suffering resulting from gender discrimination she experienced while working in a class-eligible job, and who timely completes the requirements set forth below in Paragraph 10.15, may be entitled to an increase in her compensatory award above the amount determined pursuant to Paragraph 10.1(iv)(b). The amount of increase, if any, in an Eligible Claimant’s compensatory award will be determined by the Claims Adjudicator in his or her discretion and paid out of the Maximum Class Award for Compensatory Damages as defined above. The total of all additional compensatory damages awarded by the Claims Adjudicator pursuant to this provision shall not exceed $5,000,000.00.
d) No Eligible Claimant may receive a compensatory award in an amount that exceeds the limitation on compensatory and punitive damages provided for by 42 U.S.C. § 1981a(b)(3)(D) (i.e., $300,000.00).
e) Any portion of the Maximum Class Award for Compensatory Damages that is not awarded as a result of the claims process and
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monetary distribution procedure described in Section X herein will revert back to Novartis pursuant to the procedure described in Paragraph 8.7 above.
B. Claims Administrator’s Duties. 10.2 The Claims Administrator shall (1) mail the Notice of Class Action Settlement (the “Notice”) and Claim Forms to Proposed Settlement Class Members; (2) respond to questions from Proposed Settlement Class Members; (3) perform backpay and compensatory award distribution calculations as set forth in Paragraph 10.1; (4) maintain a toll-free number for communicating with Proposed Settlement Class Members; (5) mail checks containing payments to Named Plaintiffs, deponents, testifying witnesses, Settlement Class Members, Class Counsel, and the Claims Administrator and Claims Adjudicator; (6) wire any amount from the Settlement Fund which reverts back to Novartis; (7) forward all compensatory damage Claim Forms received from Class Members to the Claims Adjudicator on a rolling basis; and (8) perform any other duties necessary to fulfill its responsibilities described in this Agreement.
C. Claims Adjudicator. 10.3 The Court shall appoint at least one Claims Adjudicator to (1) receive and review Claim Forms, any written responses from Novartis and any further information submitted by Class Counsel to evaluate eligibility and make a final determination regarding entitlement to compensatory awards; (2) receive and review the Riders to Claim Forms to evaluate eligibility and make a final determination regarding entitlement to increased compensatory awards and if so, the amount of such increased compensatory award; (3) seek additional information from Claimants or Class Counsel, when appropriate; and (4) report to the Court, the Claims Administrator and to all Counsel final determinations regarding entitlement to, and amount of, compensatory awards.
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D. Notice and Claim Forms. 10.4 Within twenty (20) business days after the Preliminary Approval Date, the Company shall provide to the Claims Administrator a list of all Proposed Settlement Class Members, including name, employee ID, job title, employment dates, last known address and telephone number. The Company will provide this information in a format reasonably acceptable to the Claims Administrator. The Claims 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. Class Counsel may provide updates on any addresses or contact information provided by the Proposed Settlement Class Members to the Claims Administrator, and such updates shall be incorporated into the list. 10.5 The Company’s existing personnel and payroll records shall be presumed to be correct as to any Claimant’s gender and dates of employment. In order to overcome such a presumption, a Claimant must, within twenty (20) calendar days of the mailing of the notice that her claim was denied, submit documentary evidence showing that the Company’s records are inaccurate and that corrected information should be used. 10.6 No later than twenty (20) business days after the date that the Company provides the list of all Proposed Settlement Class Members described in Paragraph 10.4, the Claims Administrator shall mail the Notice of Class Action Settlement, in substantively the form attached hereto as Exhibit A, and as approved by the Court, to Proposed Settlement Class Members, by United States first class mail, postage prepaid with a postmark date stamped on the envelope of the Notice. The Parties intend to provide actual notice to each Proposed Settlement Class Member, to the extent practicable. The Claims Administrator shall mail a Claim Form, attached hereto as Exhibit B, to each Proposed Settlement Class Member at the same time the Notice is sent.
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10.7 In order to provide the best notice practicable, the Claims Administrator will do the following before mailing the Notice and Claim Form: (1) run the list of all Proposed Settlement 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 tax records, motor vehicle registration records (where allowed) and credit bureaus.
10.8 If envelopes from the mailing of the Notice and Claim Form are returned with forwarding addresses, the Claims Administrator will re-mail the Notice and Claim Form to the new address within three (3) business days of receiving the returned envelope.
10.9 Class Counsel shall provide the Court, at least five (5) calendar days prior to the Final Fairness 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 Settlement Class Members.
10.10 In the event that a Notice of Class Action Settlement and Claim Form are returned to the Claims Administrator by the United States Postal Service because the address of the 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 current address of the particular Proposed Settlement 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 Settlement Class Member, the Notice of Class Action Settlement and Claim Form shall be sent again to the Proposed
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Settlement Class Member’s last known address. In 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 Settlement Class Member can demonstrate good reason why she did not receive it.
10.11 With respect to envelopes marked “Return to Sender”, the Claims Administrator will also call any identified last-known telephone numbers (and telephone numbers updated through public and proprietary databases) of Proposed Settlement Class Members to obtain their current addresses.
10.12 The Claims Administrator shall provide to Counsel for Novartis and Class Counsel, at least ten (10) business days prior to the Final Fairness Hearing, a list of Proposed Settlement Class Members for whom notices were returned as undeliverable and for whom efforts to obtain an alternative address failed.
E. Submission of Claim Forms After Final Approval. 10.13 All Proposed Settlement Class Members who seek recovery of a monetary award from the Maximum Class Award for Compensatory Damages portion of the Settlement Fund must make such a claim in writing using the Claim Form attached as Exhibit B. All Claim Forms must be signed by the Claimant under penalties of perjury. Each Proposed Settlement Class Member who seeks to be considered as an “Eligible Claimant” must submit her own timely and complete Claim Form. All Claim Forms must be mailed to the Claims Administrator and postmarked by the claim filing deadline described in the Notice and Claim Form in order to be considered timely. In order for a Claim Form to be considered complete, all questions must be answered (except that failure to provide an employee identification number will not in any way be held against the Claimant) and all applicable blanks filled in in a manner legible to the Claims Administrator
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and Claims Adjudicator. Failure to file a timely and complete Claim Form by the deadline for submission of all Claim Forms, if not corrected within the remedial period set forth in Paragraph 10.19 below, shall bar the Proposed Settlement Class Member from receiving a monetary award for compensatory damages.
10.14 In the Claim Form, each Eligible Claimant who seeks recovery of a monetary award from the Maximum Class Award for Compensatory Damages portion of the Settlement Fund must declare under penalties of perjury (without a notarized requirement) that during the Settlement Class Period, while in a class-eligible job, she was discriminated against on account of her gender in seeking a promotion, in the level of her pay, and/or on account of pregnancy, and that she experienced physical and/or emotional pain and suffering resulting from that discrimination. The Eligible Claimant’s declaration must be accompanied by a reasonably detailed explanation of the circumstances giving rise to the belief that she experienced gender discrimination during the Settlement Class Period and a reasonably detailed explanation of the nature of the resulting physical and/or emotional pain and suffering.
10.15 In the Rider to the Claim Form, each Eligible Claimant who seeks, pursuant to Paragraph 10.1(iv)(c), an increase in her compensatory award above the amount determined pursuant to Paragraph 10.1(iv)(b) must declare under penalties of perjury (without a notarized requirement) that she received medical treatment from a Medical Professional during the period July 15, 2002 to the Preliminary Approval Date for the physical and/or emotional pain and suffering the Eligible Claimant contends resulted from the gender discrimination alleged in her Claim Form. The Eligible Claimant’s declaration must be accompanied by a reasonable explanation of such medical treatment. The Eligible
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Claimant must also attach to the Rider to the Claim Form a declaration executed by the Eligible Claimant’s Medical Professional declaring under penalties of perjury (without a notarized requirement): (1) that he or she provided medical treatment to the Eligible Claimant during the period July 15, 2002 to the Preliminary Approval Date for physical and/or emotional pain and suffering resulting from gender discrimination the Eligible Claimant experienced while working in a class-eligible job, and (2) describing the nature of the medical treatment provided to the Eligible Claimant. Novartis, Counsel for Novartis and Class Counsel shall not have access to any Claimant’s Rider to her Claim Form, or any declaration attached thereto.
10.16 The Claims Administrator shall submit, on a weekly basis, a copy of all timely and complete Claim Forms, excluding the Rider, received as of that date to a designated Novartis representative (who shall not be part of Field Management or the Human Resources Department). If Novartis has information within its possession that is inconsistent with an Eligible Claimant’s declarations contained in her Claim Form, Novartis may submit a written response to the Claims Administrator and Claims Adjudicator, with a copy to Class Counsel, within forty-five (45) calendar days of the deadline for submission of all Claim Forms. No further submission shall be made by Novartis. If Novartis submits a written response to any Claim Form, Class Counsel may submit additional information to the Claims Administrator and Claims Adjudicator about the Eligible Claimant’s declarations in her Claim Form that are the subject of Novartis’s written response within fourteen (14) calendar days of the submission of Novartis’s written response.
(i) Novartis’s written response may identify only the following categories of inconsistent information: dates of employment; positions held; dates of
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application for any promotions; dates of completion of any course or training process; reporting relationships; dates of reported contact with Human Resources or Novartis management regarding a Claimant’s concerns or complaints; reported national and regional ranking of the individual Claimant; reported annual performance rating; Claimant’s compensation; Claimant’s leaves of absence, (including, but not limited to pregnancy leave and Family and Medical Leave), and any recorded Human Resources or BPO investigations into Claimant during the time period in which Claimant alleges discrimination.
(ii) The designated Novartis representative will not respond with counter-allegations regarding: the substance or content of conversations between a Claimant and any Novartis employee; any assessment of the relative performance of any of Claimant’s peers; or any other assessment of the Claimant’s performance, reliability, or the merit of Claimant’s claims.
(iii) The designated Novartis representative will prepare and provide any written responses to the Claim Forms submitted by Settlement Class Members. Field Management, including line-managers and one-over managers, will not be informed of any Claimant’s filing or involved in any way with the preparation of the response.
(iv) Claim Forms shall be used only for the purpose of filing a claim for compensatory damages under this Agreement, and shall not be used by Settlement Class Members, Class Counsel or any other person for any other reason. Claim Forms may not be used by Novartis to conduct internal investigations in to the substance of the allegations contained therein. Accordingly, any Proposed Settlement Class Member who believes that she or anyone else is subject to ongoing discrimination or misconduct must
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report their allegations separately to the Novartis Business Practices Officer (“BPO”) or to the Employee Relations hotline, AlertLine, her Supervisor, an officer of the Company, or a representative of Human Resources, Ethics and Compliance or Legal for investigation and resolution.
(v) Claim Forms will be used only to administer the Settlement, and will not be admissible in a court or other legal proceeding for any other purpose.
10.17 Proposed Settlement 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 monetary award for compensatory damages. The Claims Administrator shall be available through the toll-free line to respond to requests from Proposed Settlement Class Members for assistance in completing and filing Claim Forms. Class Counsel shall also be available to consult with and provide assistance to Proposed Settlement Class Members who request assistance in completing their Claim Forms.
10.18 No untimely filed and/or incomplete Claim Forms may be accepted by the Claims Administrator, except that (1) the Claims Administrator may extend the deadline for receipt of Claim Forms by up to ten (10) additional calendar days (but no more) where error or delay by United States Postal Service is established; and/or (2) the Claims Administrator may provide a one-time extension of the deadline for receipt of Claim Forms of up to sixty (60) additional calendar days upon good cause shown.
F. Administrative Review of All Claims. 10.19 The Claims Administrator shall conduct a review of all Claim Forms, as well as data provided by Novartis and Class Counsel concerning the time period each
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Claimant was employed by Novartis, to determine whether the Claim Form is sufficiently complete, as provided for in Paragraph 10.13.
(i) If the Claims Administrator or Claims Adjudicator rejects a Claim Form as not meeting the terms or provisions of the Settlement Agreement, the Claims Adjudicator or Claims Adjudicator shall so notify the Claimant and Class Counsel in writing and specify the eligibility and/or entitlement criteria that the Claimant failed to satisfy. The Claims Adjudicator or Claims Adjudicator shall provide a one-time twenty (20) calendar day remedial period, which commences from the date of mailing of the written notification by the Claims Adjudicator, in which a Claimant can rectify any errors in the Claim Form.
10.20 The Claims Adjudicator shall review all timely and complete Claim Forms and any responses submitted by Novartis pursuant to Paragraph 10.16 to determine: (1) whether each Eligible Claimant has substantiated her claim for a compensatory award and is thus entitled to payment from the Maximum Class Award for Compensatory Damages calculated pursuant to Paragraphs 10.1(iv)(a) and (b), and (2) which, if any, such Eligible Claimants are entitled to an increased compensatory award pursuant to Paragraphs 10.1(iv)(c) and 10.15, and the amount of any increase to be awarded from the Maximum Class Award for Compensatory Damages.
10.21 The Claims Adjudicator shall complete its review and issue a final determination as to which, if any, Eligible Claimants are entitled to a compensatory award, and the amount to which each such Eligible Claimant is entitled, within one hundred and twenty (120) calendar days of the deadline for submission of Claim Forms or, if applicable, the extended deadline for submission of Claim Forms pursuant to Paragraph 10.18. Eligible
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Claimants determined to be entitled to a compensatory award will receive payment pursuant to the monetary distribution procedure described below in Section X.J.
10.22 Decisions by the Claims Adjudicator granting or denying claims for compensatory awards, as well as determinations of the amount of increase, if any, in compensatory awards pursuant to Paragraphs 10.1(iv)(c) and 10.15, will be final and nonappealable.
10.23 If the Claims Adjudicator rejects a Claim Form as not meeting the terms or provisions of the Settlement Agreement, after a one-time opportunity to remedy pursuant to Paragraph 10.19 has been afforded, or rejects a claim for a compensatory award as unsubstantiated, the Claims Adjudicator shall so notify the Claimant in writing and specify the eligibility and/or entitlement criteria that the Claimant failed to satisfy.
G. Objections. 10.24 Proposed Settlement Class Member objections to this Settlement Agreement must be submitted in writing, and must include a detailed description of the basis of the objection. 10.25 Objections must be filed with the Court, with copies served on the Claims Administrator, Claims Adjudicator, Class Counsel and Counsel for Novartis, within fortyfive (45) calendar days after the Notice is mailed by the Claims Administrator. Proposed Settlement Class Members who fail to make objections in the manner specified above shall be deemed to have waived any objections and shall be foreclosed from making any objection (whether by appeal or otherwise) to the Settlement Agreement. 10.26 No one may appear at the Final Fairness Hearing for the purpose of objecting to the Settlement Agreement without first having filed and served her objection(s) in writing within forty-five (45) calendar days after the Notice was mailed to Proposed
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Settlement Class Members. Any lawyer representing a Proposed Settlement Class Member for the purpose of making objections must also file a Notice of Appearance with the Court by the objection deadline and must also serve copies by mail to Counsel for the Parties by the objection deadline set forth above.
10.27 An objector may withdraw her objection at any time. H. Exclusions.
10.28 Proposed Settlement Class Members may exclude themselves, or opt out, of the Settlement. Any Proposed Settlement 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 Settlement Class Member who seeks to opt out. No opt-out request may be made on behalf of a group of Proposed Settlement Class Members. The request for exclusion must contain the statements described in the Notice of Class Action Settlement, and must be sent by mail or courier to the Claims Administrator so that it is actually postmarked (or received, if by courier) within thirty-five (35) calendar days after Notice was mailed by the Claims Administrator. The postmark date of the mailing envelope shall be the exclusive means used to determine whether a request mailed 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 from the Settlement. The Claims Administrator shall provide Class Counsel and Counsel for Novartis with a copy of all opt-out statements on a weekly basis.
10.29 Class Counsel shall file with the Court all timely opt-out statements. The Court must approve and order the exclusion of Proposed Settlement Class Members seeking
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to opt out from the injunctive relief portion of this Agreement in order for the requested exclusion to be effective. Individuals who file and serve a timely opt-out statement are not entitled to any monetary award under this Settlement Agreement.
I. Determination —Final and Binding. 10.30 All final determinations of the Claims Adjudicator shall be binding and non-appealable. 10.31 The Claims Administrator and Claims Adjudicator shall keep the Claim Forms and its determinations confidential and shall not disclose the number and/or identity of the Eligible Claimants or the value of their claims except as provided for in this Settlement Agreement.
J. Class Monetary Distribution Procedure. 10.32 No later than ten (10) calendar days after the deadline for completion of the entire claims process described in Paragraph 10.21, the Claims Administrator shall provide Novartis and Class Counsel with (1) a list of names and social security numbers of Settlement Class Members to whom a backpay award is due and the amount each Settlement Class Member is to be paid under Paragraph 10.1(iii), and (2) a list of the names and social security numbers of the Settlement Class Members to whom a compensatory award is due and the amount each Settlement Class Member is to be paid under Paragraph 10.1(iv). 10.33 No later than forty (40) calendar days after the deadline for completion of the claims determination process described in Paragraph 10.21, the Claims Administrator shall cause to be mailed, via certified mail, return receipt requested, payment checks and any appropriate 1099 forms to the Settlement Class Members to whom a payment is due.
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10.34 If a Settlement Class Member to whom a payment is due is deceased at the time of such distribution hereunder, the amount payable to such deceased Settlement Class Member shall be paid to her estate, provided that the estate provides an appropriate certification to the Claims Administrator.
10.35 The face of each check sent pursuant to Paragraphs 10.32 to 10.34 to Settlement Class Members to whom a payment is due shall clearly state that the check must be cashed within one (1) year. All payment checks 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 (1) 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. This Release is effective as of the Effective Date.”
XI. NOVARTIS’S RIGHT TO WITHDRAW OR MODIFY THE AGREEMENT
11.1 If a total of ten percent (10%) or more Proposed Settlement Class Members submit timely and complete requests for exclusion, Novartis 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 of this Section, to withdraw in writing from this Agreement, or to modify this Agreement through further negotiations with Class Counsel. If Novartis 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 Novartis is entitled to withdraw from the Agreement and has validly done so.
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11.2 The Claims Administrator shall each calendar week notify Counsel for Novartis and Class Counsel by fax or e-mail of the number of individuals who have to that date submitted timely and complete requests for exclusion, and at the same time shall send to said Counsel by fax, e-mail or by overnight delivery copies of all the timely and complete requests for exclusion which Class Counsel has received. Novartis shall have thirty (30) calendar days after the expiration of all Proposed Settlement Class Members’ deadlines in Section X.E above to withdraw from (or modify through negotiation) this Agreement on the basis that a total of ten percent (10%) or more Proposed Settlement Class Members have submitted timely and complete requests for exclusion.
XII. DUTIES OF THE PARTIES PRIOR TO COURT APPROVAL 12.1 Promptly upon execution of this Agreement, but by no later than ten (10)
calendar days thereafter, Class Counsel shall apply to the Court for the entry of an order (the “Preliminary Approval Order”):
(i) Preliminarily approving the Agreement, as well as the payment of attorneys’ fees, costs, and Service Award Payments described in this Agreement;
(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 Settlement Class Members; (v) Certifying the Settlement Class; and (vi) Scheduling a Final Fairness Hearing as soon as practicable on the
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approved as fair, reasonable and adequate as to the Settlement Class Members. 12.2 In applying for the entry of the Preliminary Approval Order, Class Counsel and Counsel for Novartis will jointly submit to the Court for its approval this Settlement Agreement, exhibits, and supporting papers, which shall describe 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. 12.3 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). XIII. DUTIES OF THE PARTIES FOLLOWING FINAL COURT APPROVAL 13.1 In connection with the Final Approval by the Court of the Agreement, 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 of the Settlement Class including the Class Representatives from prosecuting against any Released Parties any of the Released Claims; and (iii) Ordering that all materials containing Confidential or Highly Confidential Information pursuant to the Protective Order entered in the Civil Action shall be returned to the producing party or destroyed by the party to whom those materials were produced within one-hundred eighty (180) calendar days after the Effective Date, with the exception that the Parties may retain copies of their work
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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 Novartis or Novartis’s Counsel, who shall retain and maintain that information in the form in which it is returned during the term of this Settlement Agreement. XIV. PARTIES’ AUTHORITY
14.1 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.
14.2 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 that preceded the execution of this Agreement, and this Agreement is made with the consent and advice of Counsel who have jointly prepared this Agreement.
14.3 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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XV. NOTICES 15.1 Unless otherwise specifically provided herein, all notices, demands or
other communications given hereunder shall 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 certified mail, return receipt requested, addressed as follows:
To the Class Representatives or to any Proposed Settlement Class Member: SANFORD WITTELS & HEISLER, LLP David Sanford, Esq. Katherine Kimpel, Esq. 1666 Connecticut Avenue, Suite 310 Washington, D.C. 20009
To the Defendant: CRAVATH, SWAINE & MOORE LLP Evan R. Chesler, Esq. Darin P. McAtee, Esq. 825 Eighth Avenue New York, NY 10019
XVI. CONFIDENTIALITY AND PUBLIC COMMENT 16.1 Nothing in this Agreement shall be construed to permit anyone (including
Class Counsel or any consultant pursuant to this Agreement) to make public Novartis’s confidential personnel information. Nor will any provision require Novartis to make public such information.
16.2 Other than necessary disclosures made to the Court, the content of the Parties’ settlement negotiations shall be held confidential by Counsel for Novartis, Novartis, Class Counsel and the Class Representatives.
16.3 Counsel for Novartis, Novartis, Class Counsel, and the Class Representatives shall not disclose to any third party, including but not limited to
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communications on the internet (e.g., postings on personal or public websites such as social networking sites and blogs) or by means of any electronic or print media, any information about any aspect of the settlement, including the content of the settlement negotiations, subject to the following exceptions:
(i) Nothing in the above shall limit Class Counsel’s right to communicate with Proposed Settlement Class Members. Class Counsel may communicate about the content of the settlement negotiations with Proposed Settlement Class Members for purposes of implementing, administering and enforcing the Settlement, and Class Counsel may respond to inquiries they respectively receive from Proposed Settlement Class Members. In addition, the Class Representatives may communicate about the content of the settlement negotiations with Proposed Settlement Class Members for purposes of implementing, administering and enforcing the Settlement as provided herein;
(ii) Proposed Settlement Class Members and Class Representatives may share the details of their receipt of monetary relief for compensatory damages and backpay with their tax advisor for the purpose of preparing income tax returns;
(iii) Novartis may communicate with those persons, including Novartis employees, necessary for the administration, implementation, and enforcement of the Settlement, and may inform its employees of the Settlement;
(iv) Novartis may make public disclosures in accordance with securities law or for other regulatory purposes and may communicate with those persons necessary for the preparation and dissemination of such public disclosures; and
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(v) The Parties will agree upon language for a joint press release (attached hereto as Exhibit C) announcing the Settlement upon an agreed date not before the filing of the request for Preliminary Approval with the Court; neither Party will separately issue its own press release or separately communicate with members of the press about any aspect of the Settlement at any time.
16.4 Class Counsel agrees to use the contact information for Proposed Settlement Class Members that is provided to it by the Claims Administrator and Counsel for Novartis solely for purposes of communicating regarding this action and implementing this Agreement and for no other purpose, at any time, or for any reason.
16.5 Any Settlement Class Member that receives a compensatory award 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 and/or 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 only that her lawsuit has been “resolved.”
XVII. MODIFICATION 17.1 This Agreement and its attachments may not be terminated or
substantively changed, altered or modified, except as approved by the Court.
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XVIII. ENTIRE AGREEMENT 18.1 This Agreement and its exhibits and attachments constitute the entire
agreement between the Parties and Proposed Settlement Class Members concerning the subject matter hereof. No extrinsic oral 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 Settlement-related document, the Parties and Proposed Settlement Class Members intend that this Agreement shall be controlling.
XIX. INTERPRETATION 19.1 This Agreement shall be construed as a whole according to its fair
meaning and intent, and not strictly for or against any party, regardless of who drafted or who was principally responsible for drafting this Agreement or any specific term or condition thereof.
XX. CHOICE OF LAW AND JURISDICTION 20.1 This Agreement and the exhibits thereto shall be considered to have been
negotiated, executed and delivered, and to be wholly performed, in the State of New York, and the rights and obligations of the Parties to this Agreement shall be subject to, governed by, construed, enforced, and administered in accordance with the laws of the State of New York, without giving effect to that State’s choice-of-law principles.
20.2 The Court, and any appellate court from which appeals of the Court’s decisions may properly be brought, shall retain jurisdiction of the implementation and enforcement of the terms of this Agreement, and all Parties hereto and their counsel shall submit to the exclusive jurisdiction of the Court for purposes of implementing and enforcing the Settlement embodied in this Agreement.
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Case 1:04-cv-09194-CM Document 294-2 Filed 07/14/10 Page 1 of 15
Exhibit A

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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

Velez, et al. v. Novartis Pharmaceuticals Corporation

Class Action Civil Action No. 04 Civ. 9194 (CM)

NOTICE OF PENDENCY OF CLASS ACTION PROPOSED SETTLEMENT AND SETTLEMENT HEARING
TO: All women who are currently holding, or have held, a SALES-RELATED POSITION with NOVARTIS PHARMACEUTICALS CORPORATION (“Novartis”) from JULY 15, 2002 through [PRELIMINARY APPROVAL DATE, i.e. July 14, 2010] (“The Settlement Class”).
This Notice is being sent to you, by order of the United States District Court for the Southern District of New York (the “Court”). It describes a proposed settlement (the “Settlement”) of a gender discrimination class action against Novartis Pharmaceuticals Corporation (the “Civil Action”) and your right to receive money from this Settlement.
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY THE LEGAL PROCEEDINGS IN THIS
LITIGATION. YOU ARE ENTITLED TO MONEY FROM THIS SETTLEMENT.

Case 1:04-cv-09194-CM Document 294-2 Filed 07/14/10 Page 3 of 15
Summary of Settlement:
On November 19, 2004, the Class Representatives filed this lawsuit, on behalf of themselves and a class of current and former female sales force employees of Novartis Pharmaceuticals Corporation (“Novartis” or “NPC”), claiming that Novartis discriminated against women in three main respects: (1) pay; (2) promotion to management; and (3) on the basis of pregnancy. The Class Representatives litigated this gender discrimination case against Novartis for nearly six years until the parties reached a final settlement agreement in July 2010.
The Settlement makes available settlement benefits of up to $175,000,000 ($175 million) in monetary and non-monetary relief, comprised of a cash payment of up to $152,500,000 ($152.5 million) (the “Settlement Fund”) and of changes to Novartis’s employment practices valued at $22,500,000 ($22.5 million), as described in this Notice. As a former or current female sales force employee, you are eligible to participate in the settlement benefits.
Specifically, this Notice is being sent to all women who are currently holding, or have held, a sales-related position of Sales Representatives, Sales Consultants, Senior Sales Consultants, Executive Sales Consultants, Sales Associates, Sales Specialists, Senior Sales Specialists or District Managers I with Novartis Pharmaceuticals Corporation (together the “Proposed Settlement Class Members” or “Settlement Class Members” and each a “Proposed Settlement Class Member” or “Settlement Class Member”), excluding individuals who entered into individual releases as part of individual agreements with Novartis from the start of the class period, July 15, 2002, through the date of preliminary approval (“Preliminary Approval Date”) that did not carve out an exception for this Civil Action.
The Court in charge of this case is the United States District Court for the Southern District of New York, and the case is known as Velez, et al. v. Novartis Pharmaceuticals Corporation. This case is assigned to United States District Judge Colleen McMahon. The Court has preliminarily approved the Settlement and wishes to inform you of the general terms of the Settlement and what actions you need to take to participate in the benefits provided by the Settlement.
The Court will be holding a hearing to consider whether the Settlement is fair, reasonable, and adequate, and to decide whether to give final approval to this Settlement. The Final Fairness Hearing will be held on November 19, 2010 at [] a.m., before the Honorable Colleen McMahon, United States District Judge, Southern District of New York, 500 Pearl Street, Courtroom 14C, New York, New York 10007. If the Court approves the Settlement, the Court’s judgment will be final and binding, and payments will be made after the completion of all claims processing.
You may attend this hearing if you wish, but you are not required to appear at the hearing. If you are a Class Member, you will be represented by Class Counsel at no cost to you.
If you wish to remain a Class Member and receive a share of the backpay monetary relief, you do not have to do anything in response to this Notice.
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Case 1:04-cv-09194-CM Document 294-2 Filed 07/14/10 Page 4 of 15 However, if you wish to receive additional money in the form of compensatory damages (for pain and suffering), this Notice will describe the procedures to do so. Or, if you wish to opt out from the settlement or object to it, this Notice will describe those procedures.
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Case 1:04-cv-09194-CM Document 294-2 Filed 07/14/10 Page 5 of 15 SUMMARY OF INFORMATION PROVIDED IN THIS NOTICE
PURPOSE OF THIS NOTICE ...................................................................................................................5 LITIGATION BACKGROUND .................................................................................................................5 CLASS DEFINITION – YOU ARE A MEMBER OF THE CLASS ..................................................................6 DISCUSSION OF SETTLEMENT TERMS ..................................................................................................6 RELEASE OF CLAIMS ...........................................................................................................................10 THE SETTLEMENT PROCESS, FINAL FAIRNESS HEARING AND YOUR RIGHTS ......................................11 THE LAWYERS REPRESENTING YOU AND THE CLASS .........................................................................12 PUBLIC COMMENT ..............................................................................................................................13 GETTING MORE INFORMATION ...........................................................................................................13
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PURPOSE OF THIS NOTICE
This Notice explains the Civil Action, the Settlement, the certification by the Court of the Settlement Class, your legal rights, what benefits are available, who is eligible for them, and how to get them.
Your interests have been represented in the Civil Action by Class Counsel, Sanford Wittels & Heisler, LLP. This firm represents the interests of you and all Proposed Settlement Class Members. If you have questions regarding this Notice or your rights in this Settlement, you may contact Class Counsel at novartissettlement@swhlegal.com or visit www.swhlegal.com.
If you want to be represented by your own lawyer (other than Class Counsel), you may hire one at your own expense.
LITIGATION BACKGROUND
On November 19, 2004, the Class Representatives filed a Class Action Complaint against Novartis in the United States District Court for the Southern District of New York, on behalf of themselves and a nationwide class of female sales force employees of Novartis under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000(e) et seq. The Fourth Amended Complaint was filed on March 13, 2006.
On January 16, 2007, the Class Representatives filed their Motion to Certify a Class, and on July 31, 2007, the Court granted the certification motion. On August 16, 2007, the Court issued an Amended Opinion and Order certifying the proposed class, and issued notice of court approval of class certification on December 7, 2007. The notice was addressed to all women who were employed in certain sales-related positions with Novartis in the period between July 15, 2002, and November 30, 2007. A jury trial commenced on April 7, 2010.
The jury delivered a verdict on behalf of Plaintiffs on all counts and awarded compensatory and punitive damages. The trial concluded on May 19, 2010, with equitable relief and non-monetary relief to be ordered by the Court at a later date.
In order to secure certain, prompt and extensive relief for the Proposed Settlement Class and to avoid the risk of future litigation and appeals, the Parties engaged in vigorous settlement negotiations. In July 2010, the Parties reached an agreement providing for the settlement of the class action and executed a Settlement Agreement (the “Agreement” or “Settlement Agreement”). The Parties agree that the Settlement is fair, reasonable and adequate and that it serves the best interest of the Proposed Settlement Class based on all the facts and circumstances.
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CLASS DEFINITION – YOU ARE A MEMBER OF THIS CLASS
You are a member of the Settlement Class if you fit within this definition:
All women who are currently holding, or have held, a sales-related position of Sales Representatives, Sales Consultants, Senior Sales Consultants, Executive Sales Consultants, Sales Associates, Sales Specialists, Senior Sales Specialists or District Managers I with Novartis Pharmaceuticals Corporation, from the start of the class period, July 15, 2002, through [Preliminary Approval Date]. You are excluded if you entered into individual releases as part of individual agreements with Novartis up to the Preliminary Approval Date that did not carve out an exception for this Civil Action.
You have received this Notice because Novartis’s records reflect that you are a female and were employed by Novartis between July 15, 2002 and [Preliminary Approval Date, i.e. July 14, 2010], subject to the definition above, and that you are therefore a Settlement Class Member.
Your rights may be affected by the legal proceedings in this action.
DISCUSSION OF SETTLEMENT TERMS
Under the terms of the Settlement, Novartis has agreed to pay a total amount of up to $175,000,000 ($175 million) in monetary and non-monetary relief, comprised of a cash payment of up to $152,500,000 ($152.5 million) (the “Settlement Fund”) and of changes to Novartis’s employment practices (described below) valued at $22,500,000 ($22.5 million).
Both parties agree that the Settlement – under all the facts and circumstances – constitutes fair, adequate, and reasonable consideration for the settlement of all employment discrimination claims that were raised or could have been raised by the Named Plaintiffs or any member of the Proposed Settlement Class in the Civil Action, whether individually or as a class.
How Will My Settlement Award Be Calculated? Settlement Class Members will be eligible to receive up to two monetary awards, in
settlement of their claims for (1) backpay or lost wages, and (2) compensatory damages.
(1) Monetary awards for backpay or lost wages will be calculated based on the number of months you worked at Novartis during the Settlement Class Period and will be distributed out of a “Class Award for Backpay” of approximately $60,000,000 ($60 million). You do not need to do anything to receive your backpay award.
A fixed monthly amount for backpay (“Backpay Monthly Amount”) will be calculated by dividing the “Class Award for Backpay” by the total months worked by all class members in jobs included within the class definition during the Settlement Class Period. That monthly amount will then be multiplied by the number of months you worked in a class-eligible job during the Settlement Class Period. Your backpay award is subject to all applicable tax withholdings (which includes the employer’s share of federal and state
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payroll taxes). Applicable withholdings and deductions will be made prior to the mailing of your backpay award, and you will receive IRS Forms W-2 for the amounts reportable on each Form.
(2) Monetary awards for compensatory damages will be calculated based on the number of months you worked at Novartis during the Settlement Class Period and will be distributed out of the “Maximum Class Award for Compensatory Damages” of approximately $40,000,000 ($40 million). To be eligible for a compensatory damage award, you must submit a Claim Form – payment of compensatory awards is NOT automatic.
A fixed monthly amount for compensatory damages (“Compensatory Monthly Amount”) will be calculated by dividing the “Maximum Class Award for Compensatory Damages” by the total months worked by all Settlement Class Members in class-eligible jobs during the Settlement Class Period. That monthly amount will then be multiplied by the number of months you worked in a class-eligible job during the Settlement Class Period.
a. Each Settlement Class Member who seeks to receive an award for compensatory damages MUST COMPLETE a Claim Form, which is attached hereto as Exhibit B, and submit it by December 12, 2010.
b. If you believe that the pain and suffering you experienced as a result of Novartis’s discriminatory treatment was particularly severe, you may choose to complete an additional form (the “Rider”) which may entitle you to an increase in your compensatory damages up to $300,000 total. This extra form requires you to identify a “Medical Professional” (defined as a physician or clinical psychologist) who treated you at any time during the period July 15, 2002 to [Preliminary Approval Date, i.e. July 14, 2010] for pain and suffering resulting from gender discrimination you experienced while working in a class-eligible job.
(i) To be eligible for an increase over the standard compensatory award, you will need to declare on the Rider under penalties of perjury (but without a notarized requirement) that you received medical treatment from a Medical Professional at any time during the relevant time period for the physical and/or emotional pain and suffering caused by the gender discrimination at Novartis which you allege in your Claim Form. You will also need to provide a reasonable explanation of your medical treatment, and will need to attach a declaration from your Medical Professional.
(ii) Your treating Medical Professional will need to declare in writing and under penalties of perjury (but without a notarized requirement): (1) that he or she provided medical treatment to you during the relevant time period for physical and/or emotional pain and suffering resulting from gender discrimination you experienced while working in a class-eligible job, and (2) describing the nature of the treatment
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provided to you. You must attach your Medical Professional’s written declaration to your Rider.
(iii) No one at Novartis and none of Novartis’s attorneys will have access to any of the information that you or your Medical Professional provide on the Rider.
(iv) If the Court approves this Settlement, the Rider and instructions for completion will be provided to you in the separate mailing that also provides information on the basic compensatory award Claim Form detailed above.
Will I Face Retaliation for Participation? No.
If you are a former employee, Novartis cannot and will not inform anyone as to whether or not (a) you are a member of the Proposed Settlement Class, (b) you have participated in the settlement in any way, or (c) you have received compensation as a part of the Settlement.
If you are a current employee, Novartis cannot and will not hold against you (a) the fact that you are a member of the Proposed Settlement class, (b) whether you participate in the settlement in any way, or (c) whether you receive compensation as a part of the Settlement. In addition, Novartis cannot and will not credit you or give you any sort of benefit if you choose to opt-out of the Settlement. As a term of this Agreement, Novartis has limited the individuals who will administer the Settlement, and Field Management will not be involved in nor have access to information about the backpay award process or the compensatory settlement claims process.
Will the Women Who Litigated This Case Receive a Service Payment? Class Counsel will apply for service payments of $125,000 each for the Class
Representatives and the other women who testified at trial to compensate them for the time and effort they devoted to representing the Class in this case, including the time they spent consulting with Class Counsel about the case. Class Counsel will seek $150,000 for Amy Velez, the original Class Representative, who started the case in 2004.
In addition, Class Counsel will seek $25,000 for the women who provided extensive discovery – including giving a sworn deposition – that required significant time and effort on their part. These payments come from the Settlement Fund and do not reduce the amounts detailed above in the “Backpay Settlement Fund” or the “Maximum Class Award for Compensatory Damages” from which your recovery will be drawn.
What Does Novartis Have to Do Under the Settlement? Under the Settlement, Novartis agrees to make changes to its policies and practices
regarding complaints of discrimination as well as compensation, performance evaluation and promotion of its field force employees. These changes are valued at approximately $22,500,000 ($22.5 million).
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Novartis has agreed to be bound by the Settlement for a three-year period. The overall objective of this Agreement is to ensure equal employment opportunities for women who work at Novartis. In order to do so, Novartis has agreed to many steps, including but not limited to the following:
1. Novartis will prepare and circulate a sexual harassment policy that will cover inappropriate conduct by employees and physician customers and will make clear that Novartis does not tolerate inappropriate sexual behavior or comments by physician customers. Novartis will conduct annual training on this policy.
2. Novartis will increase the size of its Employee Relations staff designated to respond to and investigate complaints of discrimination as well as its Human Resources Business Partner staff.
3. Novartis will revise the policies and processes regarding its investigation into discrimination, including establishing a new “hotline” specific to Employee Relations complaints. Novartis will communicate to employees its policy that requires all employees to immediately report—to the BPO, Employee Relations Hotline, Alertline, his or her Supervisor, an officer of the Company, or a representative of Human Resources, Ethics and Compliance or Legal—all complaints of misconduct. Novartis will also communicate to employees its policy that requires managers or upper-level Novartis employees to immediately report—to the BPO, Employee Relations Hotline, AlertLine, his or her Supervisor, an officer of the Company, or a representative of Human Resources, Ethics and Compliance or Legal—all complaints of misconduct made by others, and that management may not exercise its discretion regarding whether or not to report such a complaint.
4. Novartis has developed a formalized complaint investigation process, which it will continue to follow, including the practice that all investigative steps taken by the Employee Relations Group either be made in writing or documented after the fact. Novartis will further maintain an electronic database of any complaints and the disciplinary action taken (if any).
5. With respect to its Performance Evaluation Process, Novartis will evaluate how to ensure that an employee’s leave of absence, including pregnancy leave, will not result in negative performance ratings for his/her manager, his/her counterparts in the territory and the employee in question, and will develop and issue specific guidance regarding implementation of the Values and Behaviors and Objective evaluation.
6. Novartis will provide mandatory training for all managers regarding the performance evaluation process.
7. Novartis will conduct an adverse impact analysis of performance ratings to determine if there are any significant gender disparities. Novartis will remedy, as soon as practicable, any gender-related problems affecting employees covered by this Agreement and evidenced in the analysis.
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8. Novartis will conduct calibration sessions at the District Manager and second-line manager level for representatives (and at the second-line manager and Vice President level for District Managers) to ensure consistency in the evaluation of employees against a uniform understanding of the expectations. Human Resources will continue to play an active role in the calibration process.
9. Novartis will conduct two different types of analysis on its current pay structure. First, Novartis will analyze the base salaries of its employees to check for any genderrelated discrepancies within the range of pay for each job. In case of any discrepancies versus range, Novartis will correct the problem within 18 months by making adjustments in base salaries based on these findings. Second, Novartis will perform an annual adverse impact analysis on annual rates of pay to identify any discrepancies based on gender and will make necessary adjustments based on these findings in the next merit cycle.
10. Novartis will provide clear written materials regarding the pre-Management Development Program (“MDP”) checklist and the Management Development (“MD”) classes, how each stage progresses, what individuals need to do to move through each stage, and the frequency at which each of the MD classes are offered. Novartis has created and will continue to maintain a system that allows interested employees to self-register their interest in management electronically.
11. Novartis will work with Luke Visconti, CEO from DiversityInc, and Joyce Dudley from Dudley Hamilton to work on the overall culture at Novartis and improve the Novartis work environment for all employees and report annually to the Novartis Executive Committee on recommendations and actions taken.
RELEASE OF CLAIMS
If the Court grants final approval of the Settlement, then all Settlement Class Members who do not opt out will fully, finally, and forever release employment claims covered by the Settlement Agreement against Novartis up to the Preliminary Approval Date. When claims are “released” it means that a person granting the release cannot sue Novartis for the same claims that are covered by the lawsuit as set forth below and in the Settlement Agreement.
What this means for you is that you will not be able to bring a lawsuit in any form for anything related to any kind of employment discrimination at Novartis that happened before [the Preliminary Approval Date, i.e. July 14, 2010]. More specifically, you will be releasing any and all employment discrimination claims including, but not limited to, claims of alleged pay or promotion discrimination, sexual harassment claims, hostile work environment claims or benefits claims under Title VII, 42 U.S.C. § 1981a (“Section 1981a”), and any other applicable federal, state, or local statutes, common law, or regulation. This is true whether or not you are aware of those claims now.
The release, however, will not include the Wage and Hour class action lawsuits now pending against Novartis.
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This Release does not affect your rights, if any, to recovery in existing certified class actions in which you are currently a class member regarding non-discrimination related employment matters. It also does not affect your rights to any claims that might arise from any of Novartis’ actions or omissions occurring after the Preliminary Approval Date.
The terms of the Release are set forth in Paragraph 2.20 and Section V of the Settlement Agreement. You may obtain a copy of the Settlement Agreement by contacting Class Counsel, as listed below, or you can view the Settlement Agreement in hard copy in the Office of the Clerk of the United States District Court, Southern District of New York, 500 Pearl Street, New York, NY 10007.
THE SETTLEMENT PROCESS, FINAL FAIRNESS HEARING AND YOUR RIGHTS
In order to decide whether to approve the proposed settlement, Judge McMahon will consider related papers and comments submitted by the Parties or others and will hold a hearing in open court. This Final Fairness Hearing will be held at [TIME] on November 19, 2010 at the Southern District of New York, 500 Pearl Street, Courtroom 14C, New York, New York 10007.
You do not need to appear at the hearing. However, you may attend and you may also enter an appearance in the case through your own attorney, if you so desire. This appearance must be filed with the Clerk’s Office and served on the Claims Administrator and Class Counsel no later than forty-five days after this Notice is postmarked.
You also may decide to “opt out” or ask to be excluded from the Settlement. If you exclude yourself from the Class, you will not be legally bound by the Court’s judgments in this Civil Action but you also will not receive any money from this Class Action lawsuit – even if the proposed Settlement is approved. Of course, even if you exclude yourself from this lawsuit and you are currently employed by Novartis, any changes made to Novartis’s policies about the treatment of women would still apply to you. To ask to be excluded:
(1) You must send a request for exclusion that contains your name, address and telephone number and must be personally signed by you.
(2) The request for exclusion must contain the following language: “I understand that I am requesting to be excluded from the class monetary settlement and that I will receive no money from the settlement fund created under the Settlement Agreement entered into by Novartis Pharmaceuticals Corporation. I understand that if I am excluded from the class monetary settlement, I may bring a separate legal action seeking damages, but may receive nothing or less than what I would have received if I had filed a claim under the class monetary settlement procedure in this case. I also understand that I may not seek exclusion from the Class for programmatic relief and that I am bound by the programmatic relief provisions of the Settlement Agreement entered into by Novartis.”
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(3) You must mail your request for exclusion postmarked by [], 2010 to [Claims Administrator Address].
You also may submit any objections to this proposed settlement in writing. For any such written objections to be considered, you must follow the steps detailed below:
(1) You must file your written objection 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. Please do not send any comments directly to the Court or attempt to reach Judge McMahon in person. Your objection must be postmarked within 45 days after the postmark date of this Notice.
(2) Copies of all such papers must be mailed and postmarked by the same date to both (i) the Claims Administrator at [INSERT ADDRESS] and (ii) Class Counsel at 1666 Connecticut Ave. NW, Suite 310, Washington DC 20003.
Any objection must detail the specific reason for the objection.
THE LAWYERS REPRESENTING YOU AND THE CLASS
As a Settlement Class Member, you are represented in this litigation by Class Counsel, as follows:
David Sanford, Esq. Katherine Kimpel, Esq. Steven Wittels, Esq. Grant Morris, Esq. Of Counsel SANFORD WITTELS & HEISLER, LLP 1666 Connecticut Ave. NW, Suite 310 Washington DC, 20009 Email: novartissettlement@swhlegal.com Fax: 202-742-7776 www.swhlegal.com
Unless you elect to exclude yourself from the Settlement, you will continue to be represented by Class Counsel in connection with implementation and monitoring of the Settlement throughout the three-year term of the Settlement at no cost to you.
How Will The Lawyers Be Paid? In connection with the Settlement, the Court is expected to award Class Counsel
reasonable attorneys’ fees and expenses out of the Settlement Fund.
If you are a Settlement Class Member and receive an award from the Settlement Fund, you will not owe any fees or expenses to the lawyers who have represented you as a
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part of the Settlement Class. Whatever the Court awards to Class Counsel in fees and expenses will be paid only if and after the Settlement has been approved by the Court.
As is routine in class actions, Class Counsel will file a motion seeking court approval for an award of attorneys’ fees and expenses already incurred, as well as the fees and expenses that will be incurred during the three-year term of the Settlement. For more than six years, Class Counsel has vigorously litigated this case which involved extensive discovery including approximately 100 depositions, voluminous motion practice and appeals, and a 7-week trial. Class Counsel has litigated this case on behalf of you and the rest of the Settlement Class without receiving any compensation for their services or reimbursement of their out-of-pocket litigation expenses and has undertaken significant risks in pursuing this matter. They have done so with the understanding that, if they obtained a recovery for the Class, their expenses would be reimbursed and they would receive fees from the fund recovered. Accordingly, Class Counsel will request that the Court award them approximately $2,000,000 in expenses they have incurred, plus attorneys’ fees for the work performed and results achieved to date in an amount no greater than 25% of the proposed $152.5 million Settlement Fund. All fees and expenses include all future work Class Counsel will do associated with the next three years of monitoring the Settlement Agreement, responding to over 6,000 Class Members, and overseeing the claims process.
PUBLIC COMMENT
If you receive a compensatory damages award, you are bound by a specific confidentiality provision regarding the compensatory award. Specifically, this confidentiality provision requires a promise that you will not make a public comment regarding the amount of money you receive from Novartis as a part of this Settlement. You can discuss the amount you receive with members of your immediate family, your attorneys, accountants and/or tax or financial consultants, state and federal tax authorities or other persons as may be required by law. If and when you discuss your settlement with those individuals, you are expected to remind your listener in advance that the information is strictly confidential. If anyone other than the aforementioned individuals attempts to discuss the matter, you should indicate only that your lawsuit has been “resolved.”
GETTING MORE INFORMATION
If you have further questions or are still not sure whether you are included, you can get free help by contacting Class Counsel in this case at the contact information listed above. You may also contact the Claims Administrator at the contact information listed above.
This Notice contains only an overview of the Settlement and related matters. For a more detailed statement of the matters involved in the proposed Settlement of this Action, you may examine the pleadings, the Agreement relating to the Settlement of the Action, and all other papers and documents filed with the Court in the Action, which may be inspected during normal
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business hours at the United States District Court for the Southern District of New York, 500 Pearl Street, New York, NY 10007.
SHOULD YOU HAVE ANY QUESTIONS CONCERNING THIS NOTICE, THIS ACTION, THE PROPOSED SETTLEMENT OR THE FINAL FAIRNESS HEARING THEREON, YOU SHOULD DIRECT THEM TO CLASS COUNSEL IN THIS ACTION, AT THE ADDRESS SET FORTH ABOVE. PLEASE DO NOT CONTACT THE CLERK OF THE COURT.

Dated: [], 2010

BY ORDER OF THE COURT UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

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Exhibit B

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CLAIM FORM

Velez, et al. v. Novartis Pharmaceuticals Corp. Civil Action No. 1:04 Civ. 9194 (CM)
IT IS IMPORTANT THAT YOU READ THE ATTACHED INSTRUCTIONS BEFORE YOU BEGIN FILLING OUT THIS CLAIM FORM
TO BE VALID, YOUR CLAIM FORM MUST BE POSTMARKED ON OR BEFORE DECEMBER 12, 2010

1. Full Name: Last
2. Current Address: No.

First Street Name

Middle Apt. No.

City

State

Zip Code

3. Home Telephone Number:

4. Cellular Telephone Number:

5. E-Mail Address:

6. Social Security Number:

7. Date of Birth:

8. To the best of your recollection, please provide the dates of your employment as an employee with Novartis Pharmaceuticals Corporation, or its predecessor company:

_______/_______

_______/_______

month/ year

until

month/year

9. To the best of your knowledge or recollection, if you are able to do so, please provide the Novartis Pharmaceuticals Corporation Employee Number assigned to you during the dates of your employment with Novartis Pharmaceuticals Corporation, or its predecessor company: (if you cannot answer this question, it will not in any way be held against you)
____________________________________________________________________

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10. Do you believe that, during the period July 15, 2002 to [Preliminary Approval Date], you were discriminated against on account of your gender in seeking a promotion, in the level of pay you received, or on account of pregnancy?

Yes [ ]

No [ ]

11. If you answered “Yes” to Item 10, do you also contend that the gender discrimination you allege in this Claim Form caused you to experience physical and/or emotional pain and suffering?

Yes [ ]

No [ ]

If you answered “Yes”, please provide an explanation in Items 12 and 13 below and sign the accompanying declaration.

12. Provide in the lines below or as an attachment to this Claim Form a reasonably detailed explanation of the circumstances giving rise to your contention that the gender discrimination you allege in this Claim Form caused you to experience physical and/or emotional pain and suffering.

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

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________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________
13. Provide in the lines below or as an attachment to this Claim Form a reasonably detailed explanation of the nature of the physical and/or emotional pain and suffering you contend was caused by the gender discrimination alleged in this Claim Form.
________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________
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________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________
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DECLARATION
I, _____________________________________________, DECLARE UNDER PENALTIES OF PERJURY THAT THE INFORMATION AND FACTS I HAVE STATED IN THIS CLAIM FORM ARE TRUE AND CORRECT.
Executed this ___________ day of _________________, 2010.
_______________________________________ Signature Printed Name You MUST complete and SIGN your Claim Form in order for it to be considered. To be valid, your Claim Form must be postmarked on or before DECEMBER 12, 2010. Late Claim Forms will not be considered. Your Completed and Signed Claim Form must be mailed to: Novartis Claims Administrator
[Address]
RETALIATION AGAINST A PERSON FOR FILING A CLAIM IS ILLEGAL
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RIDER TO CLAIM FORM

YOU DO NOT HAVE TO SUBMIT THIS RIDER TO RECEIVE A MONETARY AWARD FOR COMPENSATORY DAMAGES. YOU NEED TO COMPLETE THIS FORM ONLY IF YOU WANT TO SEEK ADDITIONAL COMPENSATORY DAMAGES BECAUSE THE HARM YOU SUFFERED REQUIRED YOU RECEIVE THE CARE OF A MEDICAL PROFESSIONAL.

COMPLETION AND TIMELY SUBMISSION OF THIS RIDER MAY BE USED BY THE CLAIMS ADJUDICATOR ONLY TO DETERMINE THE AMOUNT OF YOUR COMPENSATORY DAMAGES AWARD.

NOTE: All medical information will be kept strictly confidential. It will not be disclosed to Novartis Pharmaceuticals Corporation. It will be reviewed only by a Court appointed Claims Adjudicator to make determinations regarding your monetary award.

1. Did you receive medical treatment from a “Medical Professional” (defined as a physician or clinical psychologist) during the period July 15, 2002 to [Preliminary Approval Date, i.e. July 14, 2010] for the physical and/or emotion pain and suffering you contend was caused by the gender discrimination you allege in the accompanying Claim Form?

Yes [ ]

No [ ]

If you answered “Yes”, please provide an explanation in Item 2, attach to this Rider the declaration described in Item 3, and sign the accompanying declaration.

2. Provide in the lines below or as an attachment to this Rider an explanation of the medical treatment you received from a Medical Professional during the period July 15, 2002 to [Preliminary Approval Date. i.e. July 14, 2010] for physical and/or emotion pain and suffering you contend was caused by the gender discrimination you allege in the accompanying Claim Form.

Relevant information can include the name(s) and address(es) of each Medical Professional you have seen, the number of times you sought treatment, the duration and/or time period of any treatment, any diagnosis, and whether medication or any other treatment regimen was prescribed.

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

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________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________
3. If you answered “Yes” to Item 1 above, attach to this Rider a declaration executed by the Medical Professional declaring under penalties of perjury (without a notarized requirement) that during the period July 15, 2002 to [Preliminary Approval Date. i.e. July 14, 2010], he or she treated you for physical and/or emotional pain and suffering resulting from gender discrimination you experienced while working in a class-eligible job, and describing the nature of the treatment that you were provided.
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DECLARATION
I, _____________________________________________ , DECLARE UNDER PENALTIES OF PERJURY THAT THE INFORMATION AND FACTS I HAVE STATED IN THIS RIDER ARE TRUE AND CORRECT.
Executed this ___________ day of _________________, 2010. _______________________________________ Signature Printed Name
You MUST complete and SIGN this Rider in order for it to be considered. To be valid, the Rider must be postmarked on or before DECEMBER 12, 2010. Late Riders will not be considered. Your Completed and Signed Rider must be mailed to:
Novartis Claims Administrator [Address]
RETALIATION AGAINST A PERSON FOR FILING A CLAIM IS ILLEGAL
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CLAIM FORM INSTRUCTIONS
Velez, et al. v. Novartis Pharmaceuticals Corp.
Read Carefully Before You Complete the Attached Claim Form and Rider.
1. You do not have to submit this Claim Form to receive a monetary award for backpay from the Class Award for Backpay portion of this settlement, described in the Notice of Class Action Settlement accompanying this Claim Form. This monetary amount will be sent to you automatically.
2. To be eligible to file a claim in this case, you must be a member of the Settlement Class.
3. For purposes of monetary relief, the Settlement Class consists of all women who are currently holding, or have held, a sales-related position of Sales Representatives, Sales Consultants, Senior Sales Consultants, Executive Sales Consultants, Sales Associates, Sales Specialists, Senior Sales Specialists or District Managers I with Novartis Pharmaceuticals Corporation from the start of the class period, July 15, 2002, through [Preliminary Approval Date. i.e. July 14, 2010], excluding individuals who have entered into individual releases as part of individual agreements with Novartis up to the Preliminary Approval Date that not carve out an exception for this Civil Action.
4. To be eligible to receive a monetary award for compensatory damages from the Maximum Class Award for Compensatory Damages portion of this settlement, described in the Notice of Class Action Settlement accompanying this Claim Form (“Eligible Claimant”), you must complete and submit this Claim Form to the Claims Administrator by the above deadline.
5. To qualify as an Eligible Claimant, you must declare under penalties of perjury that you believe that during the period July 15, 2002 to [Preliminary Approval Date, i.e. July 14, 2010] you were discriminated against because of gender in seeking a promotion, in the level of pay received, and/or on account of pregnancy.
6. To qualify as an Eligible Claimant, you must declare under penalties of perjury that you believe that, during the period July 15, 2002 to [Preliminary Approval Date, i.e. July 14, 2010], you suffered physical and/or emotional pain and suffering as a result of being discriminated against on account of your gender in seeking a promotion, in the level of pay you received, or on account of pregnancy.
7. To qualify as an Eligible Claimant, you must provide a reasonably detailed explanation of the circumstances giving rise to your belief that you suffered pain and suffering as a result of being discriminated against on account of your gender in seeking a promotion, in the level of pay you received, or on account of pregnancy as well as an explanation of the nature of the pain and suffering that you believe you experienced.
8. To qualify as an Eligible Claimant, you must satisfy each of the conditions for eligibility set forth in Section Paragraph 10.13 of the Agreement.
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9. Each person who wishes to make a claim must submit her own Claim Form.
10. You must answer all applicable questions and fill in all applicable blanks in Items 1 through 13 on your Claim Form to participate in the claims process. Failure to complete that portion of your Claim Form will result in your claim being denied.
11. You must sign the Claim Form. By doing so, you are declaring under penalties of perjury that the information on the form is true and correct.
12. Completion and submission of the attached Rider is not required to receive a monetary award. If you complete the Rider and you also attach the declaration described in Item 3 of the Rider, that information may be used by the Claims Adjudicator to set the amount of your compensatory award. Completion of the attached Rider will allow the Claims Adjudicator to consider whether you should receive compensatory damages in excess of the amount you would receive based on the formula detailed in the Agreement. The Claims Adjudicator may award a total compensatory damages award of no more than $300,000.
13. If you complete the attached Rider, you must also sign the accompanying declaration. By doing so, you are declaring under penalties of perjury that the information on the Rider is true and correct. In filling out your Claim Form, please print legibly or type.
14. Your Claim Form, including the Rider, if applicable, must be completed in full and must be mailed and postmarked on or before December 12, 2010 or your claim will be denied.
15. A designated representative at Novartis Pharmaceuticals Corporation (who is not part of Field Management or the Human Resources Department) will receive a copy of your Claim Form from the Claims Administrator and will be provided an opportunity to submit a written response. The representative will not reveal your identity or the fact that you are seeking compensatory damages with anyone in Field Management. In sum, the information contained in your Claims Form will be kept confidential by Novartis. In addition, the designated representative will not receive a copy of Rider A or any attachment thereto. This means that your claim will not result in an internal Novartis investigation regarding the substance of your claim. If you believe that you or anyone else is being subjected to ongoing discrimination, you must report the situation to the Novartis Business Practices Officer (“BPO”), the Employee Relations hotline, the Alertline, your Supervisor, an officer of Novartis Pharmaceuticals Corporation, or a representative of Human Resources, Ethics and Compliance or Legal for investigation and resolution. Novartis will not be able to investigate and resolve any ongoing problem unless you report it through one of these reporting methods.
16. You do not need to nor will you be allowed to submit anything other than the Claim Form, and, if you choose, the Rider and attached declaration. Submission of a Claim Form is sufficient to make a claim for the formula compensatory damage award. Submission of the Rider and attached declaration is sufficient to make a claim for additional compensatory damages. The Claims Adjudicator’s decision on whether to award compensatory damages, and the amount, if any, of compensatory damages to award is final and non-appealable.
2

Case 1:04-cv-09194-CM Document 294-3 Filed 07/14/10 Page 12 of 12
17. If you want further information about the settlement or have questions about these instructions or about how to complete the Claim Form, please e-mail Class Counsel at novartissettlement@swhlegal.com or call the Novartis Claims Administrator, at 1800-[______]. Do not call the Court, the Clerk of Court, or Novartis Pharmaceuticals Corporation.
18. Filing this Claim Form does not automatically guarantee that you will receive an award of monetary relief as part of the Settlement of the Velez Action. Your Claim Form will be subject to review and verification by the Claims Administrator and Claims Adjudicator.
19. It is your responsibility to keep the Claims Administrator advised of any change in your address. If you do not keep the Claims Administrator advised of your current address, any monetary award to which you may be found entitled could be forfeited. Any change of address should be reported along with your complete name and signature, Social Security number, and former address.
20. All communications to the Claims Administrator should be sent to:
Novartis Claims Administrator [Address]
21. You do not need to have an attorney to help you submit a Claim Form. However, you may contact Class Counsel at novartissettlement@swhlegal.com for any assistance or with any questions. In addition, if you wish to consult with your own attorney other than Class Counsel, you may do so at your own expense.
22. Retaliation against a person for filing a claim is illegal and violates the Agreement. If you are a former employee, Novartis cannot and will not inform anyone whether you participate in the settlement in any way or whether you receive compensation as a part of the Settlement. If you are a current employee, Novartis cannot and will not hold against you or otherwise take into consideration whether you participate in the settlement in any way, or whether you receive compensation as a part of the Settlement. As a term of this Agreement, Novartis has limited the individuals who will administer the Settlement.
23. Field Management will not be involved in nor have access to information about the backpay award process or the compensatory damages claims process.
24. Claim Forms will be used only to administer the Settlement, and will not be admissible in a court or other legal proceeding for any other purpose.
3

Case 1:04-cv-09194-CM Document 294-4 Filed 07/14/10 Page 1 of 5
Exhibit C

Case 1:04-cv-09194-CM Document 294-4 Filed 07/14/10 Page 2 of 5

Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland http://www.novartis.com

Sanford Wittels & Heisler, LLP http://www.swhlegal.com

MEDIA RELEASE • COMMUNIQUE AUX MEDIAS • MEDIENMITTEILUNG
Plaintiffs and Novartis Pharmaceuticals Corporation, a US subsidiary of Novartis AG, agree to resolve all gender discrimination claims associated with class action

• Agreement reached between Novartis Pharmaceuticals Corporation (NPC) and Class Plaintiffs – company to make monetary payment of up to USD 152.5 million to eligible class members
• As part of its commitment to fostering a diverse and inclusive workforce, NPC is implementing comprehensive programs designed to ensure that all members of its sales force are treated fairly
Basel, July 14, 2010 –Novartis Pharmaceuticals Corporation (NPC), a US subsidiary of Novartis AG, and Sanford Wittels & Heisler, LLP, Counsel to the Plaintiffs and the Class, have announced an amicable end to their litigation. Today the parties filed papers in the Southern District of New York memorializing a settlement agreement including up to USD 152.5 million in payments to eligible class members and NPC’s funding, over three years, of improvements to policies and programs valued at an estimated USD 22.5 million.
While the company maintains that the alleged behavior described during the trial is not systemic, NPC has agreed with the Plaintiffs to end the ongoing proceedings and make monetary payments to eligible class members for back-pay and compensatory damages in the amount of up to USD152.5 million. “While we believe that there was not systemic discrimination at NPC, the trial revealed that some of our associates had experiences influenced by managerial behavior inconsistent with our values” said Joe Jimenez, CEO of Novartis AG. “As a company we are now even more strongly resolved to ensure that all our employees act and behave in accordance with our corporate values. We aspire to be a leader in diversity and inclusion, and I am committed to implementing decisive measures to ensure that we act in accordance with our values.”
“Novartis has agreed to a momentous settlement,” explained David Sanford, lead counsel for the Plaintiffs. “The terms of this agreement allow for full compensation of both former and current female field force employees, ensuring that every woman who worked at Novartis over the past eight years has been compensated fairly.”
As part of the agreement and consistent with its philosophy to foster a diverse and inclusive workforce, NPC is implementing comprehensive programs designed to ensure

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Case 1:04-cv-09194-CM Document 294-4 Filed 07/14/10 Page 3 of 5
fair treatment of all members of the NPC sales force. The measures agreed to by the parties set high standards, and the company is committed to occupy a leadership position for gender equity in the industry.
“In this settlement, Novartis establishes itself as a leader on issues for women in the workplace,” said Katherine Kimpel, co-lead counsel for the Plaintiffs. “In particular, NPC is committed to substantially revising its human resources policies, revamping its personnel management systems, and strengthening its commitment to ensuring gender equality in the workplace.”
As part of the measures, NPC will enhance many of its ongoing commitments to all employees and will add additional programs and initiatives to further strengthen its commitment to a diverse and inclusive environment. For example:
o NPC will revise its sexual harassment policy and training, making it even clearer that the company will not tolerate inappropriate behavior or comments from employees, customers or healthcare providers.
o NPC will also further strengthen its complaint process to ensure employees can safely raise concerns and that those concerns will be addressed in a timely and thorough fashion;
o NPC will retain an external specialist to conduct adverse impact analyses aimed at identifying and remedying, with recommendations from Class Counsel, unjustified gender disparities;
o NPC will revise its performance management process to ensure it is fair to all employees.
The full range of changes and improvements that NPC will be making are detailed in the settlement agreement filed with the Court. The agreement remains subject to final court approval.
About Novartis Novartis provides healthcare solutions that address the evolving needs of patients and societies. Focused solely on healthcare, Novartis offers a diversified portfolio to best meet these needs: innovative medicines, cost-saving generic pharmaceuticals, preventive vaccines, diagnostic tools and consumer health products. Novartis is the only company with leading positions in these areas. In 2009, the Group’s continuing operations achieved net sales of USD 44.3 billion, while approximately USD 7.5 billion was invested in R&D activities throughout the Group. Headquartered in Basel, Switzerland, Novartis Group companies employ approximately 100,000 full-timeequivalent associates and operate in more than 140 countries around the world. For more information, please visit http://www.novartis.com.
About Class Counsel The Plaintiffs and the Class are represented by Sanford Wittels & Heisler, LLP. Sanford Wittels & Heisler is a law firm with offices in Washington, D.C., New York, and San Francisco that specializes in employment discrimination, wage and hour, consumer and complex corporate class action litigation and has represented thousands of individuals in some of the major class action cases in the United
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Case 1:04-cv-09194-CM Document 294-4 Filed 07/14/10 Page 4 of 5

States. The firm also represents individual clients in employment, employment discrimination, sexual harassment, whistleblower, public accommodations, commercial, medical malpractice, and personal injury matters. For more information, please visit http://www.swhlegal.com.

# # #

Sanford Wittels & Heisler, LLP Media Relations

Jamie Moss of newsPRos: 201-493-1027 jamie@newsPRos.com

For Sanford Wittels & Heisler multimedia content, please visit www.swhlegal.com/newsroom.html

Novartis Media Relations

Central media line: +41 61 324 2200
Eric Althoff Novartis Global Media Relations +41 61 324 7999 (direct) +41 79 593 4202 (mobile) eric.althoff@novartis.com

Anna Frable Novartis Pharmaceuticals Corporation +1 862 778 5388 (direct) +1 732 673 5262 (mobile) anna.frable@novartis.com

Pam McKinlay Novartis Corporate Communications +1 212 830 2465 (direct) +1 862 221 0151 (mobile) pamela.mckinlay@novartis.com

e-mail: media.relations@novartis.com

For Novartis multimedia content, please visit www.thenewsmarket.com/Novartis For questions about the site or required registration, please contact: journalisthelp@thenewsmarket.com.

Novartis Investor Relations

Central phone: Susanne Schaffert Pierre-Michel Bringer Thomas Hungerbuehler Isabella Zinck

+41 61 324 7944 +41 61 324 3769 +41 61 324 1065 +41 61 324 8425 +41 61 324 7188

North America:
Richard Jarvis Jill Pozarek Edwin Valeriano

+1 212 830 2433 +1 212 830 2445 +1 212 830 2456

e-mail: investor.relations@novartis.com

e-mail: investor.relations@novartis.com

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Case 1:04-cv-09194-CM Document 294-4 Filed 07/14/10 Page 5 of 5
Disclaimer The foregoing release contains forward-looking statements that can be identified by terminology such as “committed”, “continues to”, or similar expressions, or by express or implied discussions regarding the potential outcome of any appeal which may be filed in the litigation which is the subject of this press release. Such forward-looking statements reflect the current views of the Company regarding future events, and involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. There can be no guarantee that NPC would be successful in any appeal which may be filed in the litigation which is the subject of this release. In particular, management’s expectations could be affected by, among other things, the inherent unpredictability of the litigation process, and other risks and factors referred to in Novartis AG’s current Form 20-F on file with the US Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. Novartis is providing the information in this press release as of this date and does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.
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Case 1:04-cv-09194-CM Document 294-5 Filed 07/14/10 Page 1 of 4

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

AMY VELEZ, PENNI ZELINKOFF, MINEL HIDER TOBERTGA, MICHELLE WILLIAMS, JENNIFER WAXMAN-RECHT, KAREN LIGGINS, LORI HORTON, HOLLY WATERS, WENDY PINSON, ROBERTA VONLINTEL, ASHLEY NARMOUR, CATHERINE WHITE, KELLY CORBETT, SUE EARL, JAMIE HOLLAND, JOAN DURKIN, SIMONA LOPES, MARYANNE JACOBY, and MARTA DEYNE,
Individually and on Behalf of Others Similarly Situated,

04 Civ. 9194 (CM) CLASS ACTION

Plaintiffs,

v.

NOVARTIS PHARMACEUTICALS CORPORATION,

Defendant.

[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT Upon consideration of the parties’ joint “Motion for Preliminary Approval of Settlement Agreement,” under Rule 23 of the Federal Rules of Civil 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 Court preliminarily approves the Settlement Agreement as being fair, reasonable and adequate, subject to the right of any Class Member to challenge the fairness, reasonableness or adequacy of the Settlement Agreement and to show cause, if any exists,

Case 1:04-cv-09194-CM Document 294-5 Filed 07/14/10 Page 2 of 4
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 Fairness Hearing.
2. The Class is certified for settlement purposes pursuant to Federal Rules of Civil Procedure 23(b)(2) and (b)(3) as follows:
All women who are currently holding, or have held, a sales-related position with Novartis Pharmaceuticals Corporation, including those who have held positions as Sales Representatives, Sales Consultants, Senior Sales Consultants, Executive Sales Consultants, Sales Associates, Sales Specialists, Senior Sales Specialists and District Managers I, from the start of the class period, July 15, 2002, through the Preliminary Approval Date (i.e. July 14, 2010). 3. Pursuant to Rule 23(g) of the Federal Rules of Civil Procedure, the Court appoints as Class Counsel, David Sanford, Esq., Katherine M. Kimpel, Esq., Steven L. Wittels, Esq., and Grant Morris, Esq., of Counsel, of SANFORD WITTELS & 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, attached respectively, as Exhibits A and B to the Settlement Agreement. The Claims Administrator is directed to mail the Notice and Claim Form to the Class, pursuant to the Settlement Agreement following the entry of this Order, no later than September 9, 2010. 5. Based on the terms of the Settlement Agreement, a Class Member shall be eligible to receive a monetary award from the “Claim Form” under Paragraph 2.6 of the Settlement Agreement if the Class Member submits a Claim Form to the Claims Administrator postmarked by December 12, 2010. The exclusive way of determining whether a Claim Form is timely is detailed in the Settlement Agreement. 6. Based on the deadlines set forth in the Settlement Agreement, a Final Fairness

Case 1:04-cv-09194-CM Document 294-5 Filed 07/14/10 Page 3 of 4
Hearing (“Settlement Hearing”) shall take place on Friday, November 19, 2010 at the United States District Court for the Southern District of New York, United States Courthouse, Courtroom 14C, 500 Pearl St., New York, NY 10007, before the Honorable Colleen McMahon, to determine whether the proposed settlement of this action on the terms and conditions provided for in the Settlement Agreement are 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. Counsel for both parties shall jointly file a proposed final order and judgment in support of Final Approval of the Settlement Agreement immediately following the Final Fairness Hearing.
8. [TO BE DETERMINED] is hereby appointed Claims Administrator and shall perform the duties set forth in the Settlement Agreement. The Honorable William A. Wetzel is hereby appointed as Claims Adjudicator and shall perform the duties set forth in the Settlement Agreement.
9. Class Members shall be bound by the judgments in this case unless such Class Members request exclusion from the Settlement Class in a timely and proper manner, as herein provided. A Proposed Settlement Class Member requesting exclusion shall send a written request for exclusion by mail, postmarked within thirty-five (35) days after the postmark date of the Notice, to the Claims Administrator at the addresses designated in the Notice. 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 Settlement Class Member who seeks to opt out. The request for exclusion shall not

Case 1:04-cv-09194-CM Document 294-5 Filed 07/14/10 Page 4 of 4
be effective unless it provides the required information and is made within the time stated above, or the exclusion is otherwise accepted by the Court.
10. The Court will consider objections to the Settlement if such written 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 forty-five (45) 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 Administrator, (ii) Class Counsel, and (iii) Counsel for Novartis at the addresses designated in the Notice. Any objection must detail the specific reason for the objection. Class Members who fail to submit objections in the manner specified above shall be deemed to have waived any objections and shall be foreclosed from making any objection to the Settlement Agreement.
11. The Court orders that, pending Final Approval, each member of the 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. As of the date hereof, all proceedings in this case are stayed until further order of this Court, except as may be necessary to implement the Settlement Agreement.
IT IS SO ORDERED, this _____ day of ________________, 2010.
______________________________________ HONORABLE P. KEVIN CASTEL UNITED STATES DISTRICT JUDGE SOUTHERN DISTRICT OF NEW YORK PART ONE

 
 Case 1:04-cv-09194-CM Document 295 Filed 07/14/10 Page 1 of 4

UNITED STATES DISTRICT COURT FOR THE

SOUTHERN DISTRICT OF NEW YORK

AMY VELEZ, PENNI ZELINKOFF, MINEL

rUrS=DS=SD=NY= = = = : : ; ,

HIDER TOBERTGA, MICHELLE

DOCUMENT

WILLIAMS, JENNIFER WAXMAN-RECHT, KAREN LIGGINS, LORI HORTON, HOLLY WATERS, WENDY PINSON, ROBERTA VONLINTEL, ASHLEY NARMOUR,

ELECTRONICALLY FILED DOC#:
DATE FI-L-ED-:..,.f'j;:--/I1f-:-/:,J-o,~Dl -

CATHERINE WHITE, KELLY CORBETT,

SUE EARL, JAMIE HOLLAND, JOAN

DURKIN, SIMONA LOPES, MARYANNE

JACOBY, and MARTA DEYNE,

04 Civ. 9194 (CM)

Individually and on Behalf of Others Similarly Situated,

CLASS ACTION

Plaintiffs,

v.

NOVARTIS PHARMACEUTICALS CORPORATION,

Defendant.

ORDER PRELIMINARILY APPROVING SETTLEMENT Upon consideration of the parties' joint "Motion for Preliminary Approval of Settlement Agreement," under Rule 23 of the Federal Rules of Civil 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 Court preliminarily approves the Settlement Agreement as being fair, reasonable and adequate, subject to the right of any Class Member to challenge the fairness, reasonableness or adequacy of the Settlement Agreement and to show cause, if any exists,

Case 1:04-cv-09194-CM Document 295 Filed 07/14/10 Page 2 of 4
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 Fairness Hearing.
2. The Class is certified for settlement purposes pursuant to Federal Rules of Civil Procedure 23(b)(2) and (b)(3) as follows:
All women who are currently holding, or have held, a sales-related position with Novartis Pharmaceuticals Corporation, including those who have held positions as Sales Representatives, Sales Consultants, Senior Sales Consultants, Executive Sales Consultants, Sales Associates, Sales Specialists, Senior Sales Specialists and District
Managers L from the start ofthe class period, July 15, 2002, through the Preliminary
Approval Date (i.e. July 14, 2010). 3. Pursuant to Rule 23(g) of the Federal Rules of Civil Procedure, the Court appoints as Class Counsel, David Sanford, Esq., Katherine M. Kimpel, Esq., Steven L. Wittels, Esq., and Grant Morris, Esq., of Counsel, of SANFORD WITTELS & 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, attached respectively, as Exhibits A and B to the Settlement Agreement. The Claims Administrator is directed to mail the Notice and Claim Form to the Class, pursuant to the Settlement Agreement following the entry of this Order, no later than September 9, 2010. 5. Based on the terms of the Settlement Agreement, a Class Member shall be eligible to receive a monetary award from the "Claim Form" under Paragraph 2.6 of the Settlement Agreement if the Class Member submits a Claim Form to the Claims Administrator postmarked by December 12, 2010. The exclusive way of determining whether a Claim Form is timely is detailed in the Settlement Agreement. 6. Based on the deadlines set forth in the Settlement Agreement, a Final Fairness

Case 1:04-cv-09194-CM Document 295 Filed 07/14/10 Page 3 of 4

Hearing ("Settlement Hearing") shall take place on Friday, November 19, 2010 at the United

States District Court for the Southern District of New York, United States Courthouse,

Courtroom 14C, 500 Pearl St., New York, NY 10007, before the Honorable Colleen

McMahon, to determine whether the proposed settlement of this action on the terms and

conditions provided for in the Settlement Agreement are 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. Counsel for both parties shall jointly file a proposed final order and judgment in

support of Final Approval of the Settlement Agreement immediately following the Final

Fairness Hearing. ,A

He~

8. [TO BE DETER:Jdll ii$E)j is hueby ftPI'Ointed Claims Administrator and shall

perform the duties set forth in the Settlement Agreement. The Honorable William A. Wetzel

is hereby appointed as Claims Adjudicator and shall perform the duties set forth in the

Settlement Agreement.

9. Class Members shall be bound by the judgments in this case unless such

Class Members request exclusion from the Settlement Class in a timely and proper manner, as

herein provided. A Proposed Settlement Class Member requesting exclusion shall send a

written request for exclusion by mail, postmarked within thirty-five (35) days after the

postmark date of the Notice, to the Claims Administrator at the addresses designated in the

Notice. 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 Settlement Class Member who seeks to opt out. The request for exclusion shall not

Case 1:04-cv-09194-CM Document 295 Filed 07/14/10 Page 4 of 4

be effective unless it provides the required information and is made within the time stated

above, or the exclusion is otherwise accepted by the Court.

I 0. The Court will consider objections to the Settlement if such written 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 forty-five (45)

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 Administrator, (ii) Class Counsel, and (iii)

Counsel for Novartis at the addresses designated in the Notice. Any objection must detail the

specific reason for the objection. Class Members who fail to submit objections in the manner

specified above shall be deemed to have waived any objections and shall be foreclosed from

making any objection to the Settlement Agreement.

11. The Court orders that, pending Final Approval, each member of the

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. As of the date hereof, all proceedings in this case are stayed until further order

of this Court, except as may be necessary to implement the Settlement Agreement.

j IT IS SO ORDERED, this fYCday of

2010.

ONORABLE P. KEVIN CASTEL UNITED STATES DISTRICT JUDGE SOUTHERN DISTRICT OF NEW YORK
fR~ ~ fl'/J.f,.-.,/ U 5{JJ.

 
 Velez v. Novartis Pharmaceuticals Corp., 244 F.R.D. 243 (2007)

244 F.R.D. 243 United States District Court,
S.D. New York.
Amy VELEZ, et al., Plaintiffs, v.
NOVARTIS PHARMACEUTICALS CORPORATION, Novartis Corporation, and
Thomas Ebeling, Defendants.
No. 04 Civ. 9194(GEL). | July 31, 2007. | As Amended Aug. 16, 2007.
Attorneys and Law Firms
*248 David W. Sanford, Angela Corridan, Jeremy Heisler, and Steven Wittels, Sanford, Wittels & Heisler, LLP, Washington, DC, and New York, NY, and Grant Morris, Washington, DC, for plaintiffs.
Vincent R. FitzPatrick, Jr., Heather K. McDevitt, and Jack E. Pace III, White & Case LLP, New York, NY, for defendant Novartis Corporation.
Jonathan A. Wexler, Richard H. Schnadig, Thomas G. Abram, and Aaron R. Gelb, Vedder, Price, Kaufman & Kammholz, P.C., New *249 York, NY, and Chicago, IL, for defendant Novartis Pharmaceuticals Corporation.
Andrea S. Christensen, Kaye Scholer, LLP, New York, NY, for defendant Thomas Ebeling.
Opinion
OPINION AND ORDER
LYNCH, District Judge.
Female employees of Novartis Pharmaceuticals Corporation (“NPC”) bring this gender discrimination suit under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq. (“Title VII”). Defendant Novartis Corporation (“Corporation”), the corporate parent of NPC, moves for summary judgment, arguing that plaintiffs have failed to show that Corporation is subject to liability for its subsidiary’s actions. Plaintiffs also move for class certification pursuant to Rule 23 of the Federal Rules of Civil Procedure. Both motions will be granted.
BACKGROUND

Plaintiffs are nineteen women presently or formerly employed by NPC in sales-related positions.1 They claim that NPC discriminates against them in various ways, including in compensation, promotion and promotional opportunities, personnel evaluations, and by adverse treatment of women who take pregnancy leave. They seek injunctive relief, back pay and front pay, and compensatory and punitive damages.

1

Two of the nineteen named plaintiffs, Ashley Narmour

and Sue Earl, sue only in their individual capacities,

and not as putative class representatives. (P. Class Cert.

Mem. 3 n. 1.)

NPC is a pharmaceutical company with about 6,000 sales representatives, headquartered in East Hanover, New Jersey, with operations in all 50 states. The corporation’s organizational structure divides the country into “territories,” each of which has one or more sales representatives responsible for marketing NPC’s products to local doctors. NPC also has “national field forces” of employees focusing on areas such as “mass markets,” institutional markets, and specialty physicians. NPC is wholly owned by defendant Corporation, a holding company with three employees, through another company, Novartis Financial. As discussed below, the parties dispute the extent and nature of the relationship between Corporation and NPC.
Defendant Thomas Ebeling is Chief Executive Officer (“CEO”) of Novartis Pharma AG, a related company that is not a party to this case. Ebeling is also a boardmember of NPC, and is alleged to have been actively involved with the management of NPC. (Compl. ¶ 44.)
After extensive discovery, plaintiffs move for certification of a class consisting of
[a]ll women who are currently holding, or have held, a salesrelated job position with [NPC] during the time period July 15, 2002 through the present, including those who have held positions as Sales Representatives, Sales Consultants, Senior Sales Consultants, Executive Sales Consultants, Sales Associates, Sales Specialists, Senior Sales Specialists, and District Managers I.
(P. Class Cert. Mem. 1.) In support of the motion for class certification, plaintiffs offer evidence that includes the declarations of 87 women who are or were employees of
1

Velez v. Novartis Pharmaceuticals Corp., 244 F.R.D. 243 (2007)

NPC, as well as two expert reports.
Defendants oppose the request for class certification, primarily on the grounds that plaintiffs’ statistical and anecdotal evidence fails to show the existence of common questions of fact and law. Defendant Corporation moves for summary judgment on the grounds that plaintiffs have failed to show it that its operations are sufficiently integrated with NPC’s operations to give rise to liability for any acts of discrimination.
DISCUSSION

[2] The four-factor test may be satisfied “by a showing that there is an amount of participation that is sufficient and necessary to the total employment process, even absent total control or ultimate authority over hiring decisions.” Id. at 1241 (internal citations, alterations and quotation marks omitted). “We focus our inquiry ... on the second factor, centralized control of labor relations,” id. at 1241, a “crucial element of the inquiry.” Parker v. Columbia Pictures Indus., 204 F.3d 326, 341 (2d Cir.2000) (internal citations and quotation marks omitted). Because centralized control of labor relations is the focus of the analysis, it will be discussed first.

I. Novartis Corporation’s Motion for Summary Judgment
A. Summary Judgment Standard Summary judgment is warranted where “the pleadings, depositions, answers to interrogatories and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” Fed.R.Civ.P. 56(c). The moving party has the burden to *250 establish the absence of any material factual issues. Terry v. Ashcroft, 336 F.3d 128, 137 (2d Cir.2003), citing Celotex Corp. v. Catrett, 477 U.S. 317, 325, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). “In determining whether there are genuine issues of material fact,” the Court must “resolve all ambiguities and draw all permissible factual inferences” in favor of the non-moving party. Id. (citation and internal quotation marks omitted).
B. Standards for Parent Company Liability Under Title VII [1] A parent company can be held liable for its subsidiary’s violations of Title VII under the “single or joint employer” test developed by the National Labor Relations Board and adopted by the Second Circuit in the Title VII context. Gulino v. N.Y.S. Educ. Dep’t, 460 F.3d 361, 378 (2d Cir.2006). Under this test,
[A] parent and subsidiary cannot be found to represent a single, integrated enterprise in the absence of evidence of (1) interrelation of operations, (2) centralized control of labor relations, (3) common management, and (4) common ownership or financial control.
Cook v. Arrowsmith Shelburne, Inc., 69 F.3d 1235, 1240 (2d Cir.1995).

C. Centralized Control of Labor Relations [3] The most important element in the four-factor test is “whether the two enterprises exhibit centralized control of labor relations, including tasks such as handling job applications, approving personnel status reports, and exercising veto power over major employment decisions.” Parker, 204 F.3d at 341. “This particular criterion has been distilled to a critical question: what entity made the final decision regarding employment matters related to the person claiming discrimination?” Regan v. In the Heat of the Nite, Inc., 93 Civ. 862, 1995 WL 413249, at *3 (S.D.N.Y. July 12, 1995).
Corporation relies heavily on this Court’s decision in Salemi v. Boccador, Inc, No. 02 Civ. 06648, 2004 WL 943869 (S.D.N.Y. Apr. 29, 2004). In that case, the Court held that there was a genuine issue of material fact as to whether a corporation and its parent company should be treated as an integrated employer for Title VII purposes, even though the level of control exercised by the parent company was “less than that described in many of the cases that have allowed integration under Title VII.” Id. at *5. Acknowledging that centralized control of labor relations was the “key factor” in the inquiry, id. at *4, the Court analyzed that factor in terms of the specific allegations in the case, which concerned the conditions of the plaintiff’s employment, not failure to promote or wrongful termination. Id. at *5. The Court held that
the relevant employment decisions for purposes of integrating [the two companies] are not simply the hiring or firing of plaintiff, but rather are those decisions that construct the conditions of employment for employees at the plaintiff’s level, including not only the hiring and firing of employees at [her] level, but also the hiring and firing of the manager [of the subsidiary company] and the setting of overall policies for
2

Velez v. Novartis Pharmaceuticals Corp., 244 F.R.D. 243 (2007)

employee conduct and discipline.
Id. In this case, the relevant employment decisions for the most part also concern conditions of employment. Plaintiffs’ allegations include discriminatory promotion, disparate pay, differential treatment, hostile work environment, discrimination against women who take pregnancy leave, sexual harassment, and retaliation. (Compl.¶ 3.)
[4] Nothing about the allegations concerning Corporation, however, suggests that *251 it has any control over the personnel policies of NPC, much less the conditions of employment experienced by NPC employees. Unlike the situation in Salemi, where the officer who served as president of both corporations “controlled many of [the subsidiary’s] employment policies, even those as quotidian as dress code,” and “exercised this authority on behalf of [the parent corporation],” 2004 WL 943869 at *6, plaintiffs have pointed to no evidence that any Corporation officer has any control whatsoever over the conditions of employment at NPC. Uncontradicted testimony in the record indicates that Corporation never tells NPC’s HR personnel what policies to adopt or how to respond to an employee complaint, and never communicates with them to discuss the hiring or firing of NPC’s employees. (Reply Ex. 2 at 299.)
Plaintiffs contend that there is a “blending” of human resources functions between Corporation and NPC. They note that James Robinson, Vice President of Corporation’s HR department, is also Vice President of HR for two related companies, Novartis Services and Novartis Financial, and contend that Ronbinson “has also been responsible for the HR aspect of [NPC’s] acquisitions of sales personnel.” To support this claim, they note that on one occasion when Corporation planned to acquire certain operations from another company and merge those operations into NPC, Robinson performed due diligence on the personnel who would be transferred in support of those operations. (P.Ex. E.1 at 52–53, 55– 56.) No reasonable factfinder could find, however, that this due diligence was evidence of centralized control of labor relations.
In connection with the acquisition, Robinson wrote a report on the “HR piece of the due diligence,” but did not share it with anyone at NPC’s HR department. (Id. at 56, 60.) Although this service may have in some indirect sense involved personnel management at NPC (in that that was the subject of the report), nothing suggests that Robinson exercised any control over labor relations at NPC. The writing of the report was not a joint HR function, but a financial analysis of the prospects of a proposed acquisition by the holding company. Thus, Robinson’s analysis of the proposed deal is not evidence that Corporation exercised any control over the conditions

of employment at NPC.
Other evidence submitted by plaintiffs is even weaker. Plaintiffs note that Corporation and NPC have submitted joint applications for Fortune Magazine’s “Best Places to Work” survey. Plaintiffs acknowledge, however, the rules of the contest required that corporations apply together with all affiliates, rather than individually.2 (P. Mem.3 11– 12.) The only inference that can be drawn from the joint submission, therefore, is that the various Novartis entities wished to be known as good places to work. The law of corporate liability is not governed by the rules of a magazine contest.

2

The joint-application policy makes eminent sense,

given that many major corporations have a surfeit of

affiliated subsidiaries. If the contest were structured

otherwise, the entire “Best Places to Work” list could

theoretically be filled with one corporation and its

subsidiaries.

3

This Opinion and Order adjudicates two motions,

which were separately briefed. For the sake of brevity,

the memoranda of law will be cited throughout the

“Discussion” section of this opinion as “D. Mem.,” “P.

Mem.,” “D. Reply,” and so forth. It should be

understood that such citations refer to the parties’

summary judgment memoranda when they appear in

the discussion of summary judgment, and that they

refer to the class certification memoranda when they

appear in the discussion of class certification.

Plaintiffs also rely on the Novartis companies’ use of Lisa DiPaolo, an NPC administrative employee. DiPaolo works for NPC and does separate work for Corporation, for which Corporation reimburses NPC. (Reply Ex. 4 at 135.) Plaintiffs do not contend that DiPaolo’s services for Robinson at Corporation pertain in any way to NPC’s personnel policies or practices. The fact that the NPC employee is paid for HR work at Corporation, and the fact that the employee’s work at Corporation is limited to Corporation’s HR needs, is evidence of separation of HR functions between the two corporations. Moreover, the fact that a single NPC employee is used by Corporation says nothing about whether Corporation controls conditions of employment at NPC.
*252 Plaintiffs also note that Corporation’s Head of HR participates in HR-related meetings at NPC. The evidence suggests that Corporation sometimes adopts policies formulated by NPC. (D. Ex. E.3 at 229–34.) It is not surprising that Corporation, which has three employees, would use policies adopted by NPC, a much larger affiliated corporation, as a model. But nothing in the record indicates that it is in any way obligated to do so, or that Corporation has the ability to dictate the terms of any
3

Velez v. Novartis Pharmaceuticals Corp., 244 F.R.D. 243 (2007)

policies to NPC.
[5] Finally, plaintiffs also argue that the two corporations share employee benefit plans. However, “the fact that the companies maintained the same benefits does not suggest centralized control of labor relations.” Balut v. Loral Elec. Sys., 988 F.Supp. 339, 347 (S.D.N.Y.1997). Rather, a “common benefits package speaks only to economies of scale ... and not to centralized control of labor relations.” Kellett v. Glaxo Enter., 91 Civ. 6237, 1994 WL 669975, at *5 (S.D.N.Y. Nov.30, 1994).
Plaintiffs have failed, in short, to offer any meaningful evidence of centralized control of labor relations. There is no evidence that Corporation and NPC “appear to make joint hiring and firing decisions.” Lihli Fashions Corp. v. N.L.R.B., 80 F.3d 743, 747 (2d Cir.1996). Nor is there evidence from which a reasonable factfinder could conclude that Corporation exerted control over the conditions of employment at NPC. As in a similar case,
[i]t is uncontroverted that [the two companies] have separate human resources departments, and that [the subsidiary] establishes its own policies and makes its own decisions as to the hiring, discipline, and termination of its employees. It is likewise undisputed that plaintiffs worked for [the subsidiary] and that each was supervised by another [subsidiary] employee. It follows from these undisputed facts that [the subsidiary], and not [the parent], made the ‘final decisions’ regarding plaintiffs’ employment that are at issue here.
Duffy v. Drake Beam Morin, No. 96 Civ. 5606, 1998 WL 252063, at *4 (S.D.N.Y. May 19, 1998). Therefore, there is no genuine issue of material fact as to this critical prong of the inquiry.
D. Interrelation of Operations [6] When considering the “interrelation of operations” prong of the integration analysis, courts in this district have considered factors including:
(1) whether the parent was involved directly in the subsidiary’s daily decisions relating to production, distribution, marketing, and advertising; (2) whether the two entities shared employees,

services, records, and equipment; (3) whether the entities commingled bank accounts, accounts receivable, inventories, and credit lines; (4) whether the parent maintained the subsidiary’s books; (5) whether the parent issued the subsidiary’s paychecks; and (6) whether the parent prepared and filed the subsidiary’s tax returns.
Herman v. Blockbuster Entm’t Group, 18 F.Supp.2d 304, 309 (S.D.N.Y.1998), aff’d 182 F.3d 899 (2d Cir.1999). Plaintiffs offer no evidence pertaining to the first, third, or fifth of these factors.
The evidence on which plaintiffs rely to show interrelation of operations is weak. There is no evidence that Corporation “establish[es] the operating practices and management practices” at NPC. Cook, 69 F.3d at 1241. Rather, plaintiffs’ evidence primarily establishes that Corporation, which is very small, shares some services with and purchases others from NPC for reasons of efficiency.
Corporation and NPC share office space in Florham Park, New Jersey. A reasonable factfinder could conclude, based on testimony introduced by plaintiffs (P.Ex. C), that the office space is not clearly marked as separate, although there is contradictory evidence in the record. (D.Ex. 6.) Similarly, plaintiffs note that Corporation and NPC employees have access to the same phone directory and intranet services (P. Mem. 16), and that NPC provides IT services to Corporation. (P. Mem. 17.) Although these facts, if true, would indicate that Corporation and NPC are closely-affiliated companies, they do not indicate any interrelationship that is relevant *253 to control over conditions of employment at NPC.
A lengthy list of other asserted connections offered by plaintiffs includes little of relevance. Plaintiffs contend that Corporation pays NPC to store its records at NPC’s warehouse, but offer no evidence that this was anything other than an arm’s-length transaction. Plaintiffs’ claim that all of the relevant Novartis companies use Pricewaterhousecoopers as external auditors is even less compelling. Any number of companies use that auditor’s services without being affiliated in any way. Plaintiffs’ contention that Novartis Services decides which NPC drugs need patent protection (P. Mem. 17) is irrelevant to whether Corporation exercises any control over NPC’s personnel functions. Plaintiffs also claim that Corporation’s deputy general counsel keeps custody of NPC’s minute books. (P. Mem. 17.) This fact establishes that the parent company is keeping track of the operations of its subsidiary, but not that it exercises any control over

4

Velez v. Novartis Pharmaceuticals Corp., 244 F.R.D. 243 (2007)

NPC’s operations. See Balut, 988 F.Supp. at 345–346 (“The fact that [the parent] Loral reviewed [the subsidiary’s] operations biannually, however, does not demonstrate an interrelationship, because a parent typically reviews a subsidiary’s progress on a periodic basis”). Plaintiffs note that Corporation provides some capital financing to NPC, but this is typical of a relationship between parents and subsidiaries. Nor does the allegation that Corporation has the power to approve or disapprove NPC’s budget suggest an interrelationship of operations; rather, this is a normal corollary of ownership.
[7] Plaintiffs also rely on what they call a “lack of arm’slength dealings” between the two corporations. (P. Mem. 9.) They note that Corporation does not have a written lease for the office space it rents from NPC, although the annual rent is over one million dollars. This is evidence of a close relationship, but it has nothing to do with labor relations. Nor does the informality of the arrangement raise a question about whether it was agreed to at arm’s length.
Plaintiffs claim that Corporation decides how much Novartis Services will bill NPC for audit, legal, and intellectual property-related services it performs for NPC (P. Mem. 9), but this allegation concerns the relationship between Corporation and Novartis Services, not Corporation and NPC. Similarly, plaintiffs’ claim that loans from Novartis Financial to NPC are approved by NPC’s board without any effort to get a better deal from non-Novartis companies. (P. Mem. 10.) Even if true, this allegation concerns the relationship between NPC and Novartis Financial, not NPC and Corporation.
[8] Finally, plaintiffs note that employees of the various Novartis companies are told to think of the corporations as “one big family” (P. Mem. 18), and that NPC files its tax return through Corporation, Novartis Financial, and Novartis Services. Corporation files the consolidated tax return. (P. Mem. 17.) While these allegations do indicate some degree of interrelationship of operations, they do not suggest the degree of entanglement generally found to satisfy this prong of the analysis, even in combination with the other allegations discussed above. Cf. Regan, 1995 WL 413249, at *3 (finding interrelationship of operations where employees rotated informally between the relevant companies, and where employee records, payroll records, and bank deposits of each company were kept together); Parker, 204 F.3d at 341 (relying on pay stubs that listed an employee’s employer as paid “on behalf of” the parent “through” the subsidiary); Linskey v. Heidelberg Eastern, Inc., 470 F.Supp. 1181, 1184 (E.D.N.Y.1979) (noting that the subsidiary could request employees from the parent, and the parent had the “absolute privilege” of appointing employees to the subsidiary, including its president). If such routine connections among corporate affiliates necessitated a

finding of interrelated operations, most large corporate families would count as single enterprises for Title VII purposes. Even if the facts as alleged by plaintiffs are true, the evidence is insufficient for a reasonable factfinder to find for plaintiffs on this prong.

E. Common Management [9] Common management and common ownership, the last two prongs of the single employer test, “are less important as they *254 represent ordinary aspects of the parentsubsidiary relationship.” Meng v. Ipanema Shoe Corp., 73 F.Supp.2d 392, 403 (S.D.N.Y.1999). Thus, “the mere existence of common management and ownership are not sufficient to justify treating a parent corporation and its subsidiary as a single employer.” Id., quoting Lusk v. Foxmeyer Health Corp., 129 F.3d 773, 778 (5th Cir.1997).
[10] As to common management, plaintiffs first point out that Paulo Costa, CEO of Corporation, was formerly the CEO of NPC, and that other officers have moved from one corporation to the other. This is not “common” management. As a general matter, “the fact that a parent assists a subsidiary’s employee in locating other employment within the company’s group does not indicate centralized control of labor relations where the parent typically provides such assistance.” Balut, 988 F.Supp. at 346 (internal citations omitted). “To hold otherwise would deter a parent from making referrals for valued employees, by transforming a common courtesy into a means of ‘control.’ ” Id. This is no less true when the employee in question is CEO.
[11] As to actual overlap, the boards of directors of Corporation and NPC are separate and distinct, although it is undisputed that there is overlap in the membership of the boards. Three members of Corporation’s board are also members of NPC’s board, and a fourth member of Corporation’s board is an NPC officer. (See P. Mem. 6, D. Mem. 24.) There is no current overlap of corporate officers, although in the past there has been an overlap of up to three officers, none of whose functions pertained to HR or labor relations. (Robinson Decl., D. Ex. 6 ¶ 9.) These facts must be considered “in the light of the well established principle that directors and officers holding positions with a parent and its subsidiary can and do change hats to represent the two corporations separately, despite their common ownership.” Herman, 18 F.Supp.2d at 312, quoting Lusk, 129 F.3d at 779 (citation omitted).4

4

Plaintiffs’ contention that NPC has no “independent”

directors adds nothing to this analysis. The testimony

on which they rely establishes merely that the directors

in question are not “independent directors” in the

normal sense of that term, that is, directors not

otherwise associated with the company they serve.

5

Velez v. Novartis Pharmaceuticals Corp., 244 F.R.D. 243 (2007)

(Merkelson Dep., Reply. Ex. 3, at 154.)
[12] Plaintiffs “need to prove more than an overlap in boards or management in order to use the single employer doctrine.” Dewey v. PTT Telecom Netherlands, U.S., Inc., No. 94 Civ. 5983, 1995 WL 425005, at *3 (S.D.N.Y. Jul.19, 1995). In Herman, the court found plaintiffs’ evidence of common management insufficient, despite the fact that the two companies shared a CEO and CFO, because the “two entities maintained distinct management structures,” 18 F.Supp.2d at 313, and, crucially, there was no evidence that the parent’s corporate officers had “participated in any respect in the employment decisions affecting Plaintiffs.” Id. The same is true here. Thus, plaintiffs’ evidence of common management is insufficient on this factor as well.

F. Common Ownership or Financial Control [13] It is undisputed that Corporation wholly owns Novartis Financial, which in turn wholly owns NPC, and that both Corporation and NPC are ultimately owned by Novartis AG, a non-party corporation based in Switzerland. “A parent corporation’s possession of a controlling interest in a subsidiary entitles the parent to the normal incidents of stock ownership, such as the right to select directors and set general policies, without forfeiting the protection of limited liability.” Meng, 73 F.Supp.2d at 403, quoting Lusk, 129 F.3d at 778. Thus, this factor alone is insufficient to support an integratedenterprise theory of liability.
[14] “[T]he law only treats the employees of a corporate entity as the employees of a related entity under extraordinary circumstances.” Murray v. Miner, 74 F.3d 402, 404 (2d Cir.1996). This is not that extraordinary case. Because plaintiffs have failed to show that Corporation and NPC function as a single enterprise, Corporation cannot be held liable for any violation of Title VII by NPC, *255 and Corporation’s motion for summary judgment will be granted.5

5

Because Corporation’s motion for summary judgment

is granted, there is no need to address its arguments

against class certification, which primarily concern the

lack of evidence implicating Corporation in any

discrimination. For the remainder of the opinion,

therefore, references to “defendants” should be

understood to mean defendants NPC and Ebeling, who

submitted joint briefs on the class certification question.

II. Plaintiffs’ Motion for Class Certification

A. Exhaustion and the Scope of the Class Period Defendants raise a threshold argument which, if meritorious, would affect the scope of the evidence relevant to class certification.
A plaintiff may bring an employment discrimination action under Title VII only after filing a timely charge with the EEOC or with “a State or local agency with authority to grant or seek relief from such practice.” 42 U.S.C. § 2000e–5(e). Defendants argue that plaintiffs did not file a charge with the Equal Opportunity Employment Commission (“EEOC”) satisfying the exhaustion requirement until January 25, 2005, and that the class period, which plaintiffs say opens July 15, 2002, therefore cannot open until March 31, 2004. (Ltr. from Richard H. Schnadig to the Court, dated June 13, 2007.)
[15] [16] [17] A class representative can only represent those individuals who have either filed a timely EEOC charge or could have filed one at the time the class representative’s charge was filed. “[T]he timely filing of an administrative charge by a named plaintiff in a class action satisfies the charge filing obligation of all members of the class.” Tolliver v. Xerox Corp., 918 F.2d 1052, 1056 (2d Cir.1990). Such a charge must give “some indication that the grievance affects a group of individuals defined broadly enough to include those who seek to piggyback on the claim.” Id. at 1058 (discussing the issue under the ADEA). The plaintiffs’ claims must be “reasonably related” to the claims made in the timely EEOC charge, meaning that “the conduct complained of would fall within the scope of the EEOC investigation which can reasonably be expected to grow out of the charge of discrimination.” Holtz v. Rockefeller & Co., 258 F.3d 62, 83 (2d Cir.2001).6 The Second Circuit has described this principle as “essentially an allowance of loose pleading.” Id. (internal citation and quotation marks omitted).

6

There are two other kinds of claims that may be

considered “reasonably related”: those alleging

“retaliation by an employer against an employee for

filing an EEOC charge,” and those alleging “further

incidents of discrimination carried out in precisely the

same manner alleged in the EEOC charge.” Butts v.

City of N.Y. Dep’t of Hous. Pres. & Dev., 990 F.2d

1397, 1401 (2d Cir.1993). Neither is at issue here.

Plaintiffs argue that the EEOC charge of plaintiff Amy Velez, filed on July 15, 2003, and the November 10, 2004 charge filed by plaintiff Michelle Williams, satisfied the exhaustion requirement.7 Defendants contend that these charges do not raise the same claims raised by the class, and that the earliest relevant EEOC charge by a putative class representative is the January 25, 2005 charge filed by Jennifer Waxman–Recht. (Schnadig Ltr. at 3 & Ex. 1.) If Waxman–Recht’s EEOC charge is the first charge
6

Velez v. Novartis Pharmaceuticals Corp., 244 F.R.D. 243 (2007)

satisfying the exhaustion requirement, the class period could open no earlier than March 31, 2004, which is 300 days before Waxman–Recht’s charge was filed. See 42 U.S.C. § 2000e–5(e)(1) (establishing 300–day filing period for certain states).

7

Defendants argue that Velez’s charge cannot support

class claims because it was “never perfected”—

meaning that the EEOC dismissed the charge on

August 24, 2004 for failure to file a timely charge.

(Schnadig Ltr. Ex. 3.) The EEOC, however, withdrew

this determination upon Velez’s submission of evidence

that the charge had in fact been timely filed, and the

reason for dismissal was “altered to reflect an

administrative dismissal of the charge.” (Sanford Ltr.

Ex. B.) Thus, there is no basis in the record on which to

conclude that Velez’s charge was not timely filed.

Velez’s charge alleges, on behalf of herself and a putative class of women at NPC, that NPC discriminates against her as “part of a continuing pattern and practice of discrimination against female Novartis employees, including but not limited to subjecting female employees to a sexually hostile work *256 environment, harassment, and denying female employees the full rights afforded to them under the FMLA.” (Schnadig Ltr. Ex. 2.) Another charge, filed by Michelle Williams on November 11, 2004, makes the same claims, on behalf of Williams and the class. It also claims that the “pattern and practice” of discrimination includes “denying female employees promotions and promotional opportunities in favor of less qualified male employees.” (Schnadig Ltr. Ex. 4.)
[18] Defendants argue that claims of compensation and promotion discrimination are not reasonably related to claims of harassment and hostile work environment. In Holtz, however, the Second Circuit approvingly noted a district court’s conclusion that “it would have been reasonable to suspect that the EEOC, in investigating [a] complaint of failure to train because of age, would have assessed [the corporation’s] promotion and transfer policies.” 258 F.3d at 84 (quotation marks omitted). It would similarly have been reasonable here for the EEOC to investigation pay and promotion claims, because Velez’s complaint specifically references being denied a merit pay increase. (Schnadig Ltr., Ex. 2, at 3.) It also alleges that Velez’s incentive-based compensation is unfairly low because her manager failed to assign her a partner to help with her sales territory. (Id.) In short, Velez’s complaint adequately put NPC on notice of the nature of the class claims.8 Thus, defendants’ arguments are without merit, and there is no exhaustion-related reason why the class period cannot open on July 15, 2002.

8

Because defendants’ argument that the class period

cannot start earlier than 2004 is without merit, it is

unnecessary to address defendants’ argument that Ledbetter v. Goodyear Tire & Rubber Co., 550U.S. 618, 127 S.Ct. 2162, 167 L.Ed.2d 982 (2007), precludes consideration of statistical data pre-dating the putative 2004 beginning of the class period (Schnadig Ltr. at 4–5).
B. Class Action Certification Standards [19] Rule 23 of the Federal Rules of Civil Procedure contains two sets of requirements for class certification. First, the party seeking class certification must show that the four prerequisites of Rule 23(a) have been met. Plaintiffs must show that: (1) the class is so numerous that joinder of all members is impracticable (“numerosity”); (2) there are questions of law or fact common to the class (“commonality”); (3) the claims or defenses of the representative parties are typical of the claims or defenses of the class (“typicality”); and (4) the representative parties will fairly and adequately protect the interests of the class (“adequacy”). Fed.R.Civ.P. 23(a). The court must be persuaded, “after a rigorous analysis, that the prerequisites of Rule 23(a) have been satisfied.” Gen. Tel. Co. of Southwest v. Falcon, 457 U.S. 147, 161, 102 S.Ct. 2364, 72 L.Ed.2d 740 (1982).
Second, the plaintiffs must also show that the proposed class action fits into one of the three categories of class actions listed in Rule 23(b). Those categories encompass class actions where: (1) prosecution of separate actions by individual parties either would create a risk of inconsistent adjudications or would be dispositive of the interests of those members not parties to the adjudication; (2) defendants have acted or refused to act on grounds generally applicable to the class; or (3) questions of law or fact common to members of the class predominate, and a class action is superior to other available methods for adjudication. Fed.R.Civ.P. 23(b).
The Second Circuit’s recent decision in In re Initial Public Offering Securities Litigation, 471 F.3d 24 (2d Cir.2006) (“In re IPO” ) significantly clarified the standards for the adjudication of motions for class certification. The Circuit explained that
a district judge may certify a class only after making determinations that each of the Rule 23 requirements has been met; [and] such determinations can be made only if the judge resolves factual disputes relevant to each Rule 23 requirement and finds that whatever underlying facts are relevant to a particular Rule 23 requirement have been established
7

Velez v. Novartis Pharmaceuticals Corp., 244 F.R.D. 243 (2007)

and is persuaded to rule, based on the relevant facts and the applicable legal standard, that the requirement is met.
*257 Id. at 41. Thus, the court must make a legal determination as to whether class certification is merited, and this process may necessitate fact-finding by the court. “Definitive assessment” of each class certification requirement is required, even if those issues overlap with merits issues. Id. This Court has noted that “the holdings of In re IPO are both significant and narrow—a district judge must consider all of the relevant evidence in determining whether Rule 23 has been satisfied, but a district judge may not go beyond the boundaries of Rule 23 when making such a determination.” Hnot v. Willis Group Holdings Ltd., 241 F.R.D. 204, 209 (S.D.N.Y.2007) (“Hnot II” ).9

9

In re IPO discussed at length circumstances under

which a class certification motion requires analysis of

the merits of a case. Previously, the Supreme Court had

held that “nothing in either the language or history of

Rule 23 ... gives a court any authority to conduct a

preliminary inquiry into the merits of a suit in order to

determine whether it may be maintained as a class

action.” Eisen v. Carlisle and Jacquelin, 417 U.S. 156,

177, 94 S.Ct. 2140, 40 L.Ed.2d 732 (1974). Noting that

Eisen concerned a preliminary inquiry into the merits

for purposes of assigning costs of notice, the Second

Circuit in In re IPO held that this language does not

apply to “cases where a merits inquiry either concerns a

Rule 23 requirement or overlaps with such a

requirement.” 471 F.3d at 34.

[20] “[T]he district judge must receive enough evidence, by affidavits, documents, or testimony, to be satisfied that each Rule 23 requirement has been met.” In re IPO, 471 F.3d at 41. Defendants’ evidence, as well as plaintiffs’, will be considered. Plaintiffs have the burden of showing that the class certification requirements have been met. Id. at 40.
[21] The proposed class consists of “all women who are currently holding, or have held, a sales-related job with Novartis during the time period July 15, 2002 through the present.” (P. Mem. 34.) Defendants do not challenge the numerosity of this class, which plaintiffs say could number in the thousands.10 The Court concludes that the class “is so numerous that the joinder of all members is impracticable.” Fed.R.Civ.P. 23(a)(1). Nor do defendants challenge the ascertainability of the class, which is clear. See Dunnigan v. Metro. Life Ins. Co., 214 F.R.D. 125, 135 (S.D.N.Y.2003) (discussing implicit threshold requirement of ascertainability). Three questions remain to be analyzed under Rule 23(a): commonality, typicality, and adequacy of representation.

10

Indeed, the number of declarations by potential class

members complaining of disparate pay and promotion

exceeds the 40–member level at which numerosity is

presumed. See Consol. Rail Corp. v. Town of Hyde

Park, 47 F.3d 473, 483 (2d Cir.1995).

C. Commonality Under Rule 23(a) [22] As various courts have noted, the requirements of commonality and typicality “tend to merge” because “[b]oth serve as guideposts for determining whether ... the named plaintiff’s claim and the class claims are so interrelated that the interests of the class members will be fairly and adequately protected in their absence.” Falcon, 457 U.S. at 157 n. 13, 102 S.Ct. 2364. “The crux of both requirements is to ensure that maintenance of a class action is economical and that the named plaintiff’s claims and the class claims are so interrelated that the interests of the class members will be fairly and adequately protected in their absence.” Marisol A. v. Guiliani, 126 F.3d 372, 376 (2d Cir.1997) (internal citations, alterations and quotation marks omitted).
[23] To determine commonality, it is not necessary to decide whether plaintiffs’ evidence is ultimately compelling. In re IPO makes clear that courts may resolve contested factual issues where necessary to decide on class certification, and when a claim cannot succeed as a matter of law, the Court should not certify a class on that issue. See In re IPO, 471 F.3d at 42 (denying class certification as to the issue of reliance because the presumption on which plaintiffs’ theory depended was inapplicable). However, “[c]ommonality requires that plaintiffs present common questions of fact or law; plaintiffs’ ultimate success at trial on the merits requires an answer to that question, specifically that defendants actually did discriminate against plaintiffs.” Hnot II, 241 F.R.D. at 211 (emphasis in original). “For the Court to decide which expert report was *258 more persuasive would be to decide whether the class was actually discriminated against by defendants. This the Court was not required to do, either before or after, In re IPO.” Hnot II, 241 F.R.D. at 211.
[24] Thus, the Court may only examine expert reports or other evidentiary submissions “as far as they bear on the Rule 23 determination.” Id. at 210. For example, in order to analyze whether the class is large enough to satisfy Rule 23(a)’s numerosity requirement, it is necessary to know how many members are in the class. In re IPO, 471 F.3d at 40. A Court should not refrain from such factfinding simply because it may overlap with a merits inquiry. However, “ ‘statistical dueling’ is not relevant to the certification stage unless such dueling presents a valid basis for denying class certification.” Hnot II, 241 F.R.D. at 210 (internal citations and quotation marks omitted;

8

Velez v. Novartis Pharmaceuticals Corp., 244 F.R.D. 243 (2007)

emphasis in original).11 In short, the Court will consider all of the relevant statistical and anecdotal evidence to determine whether the requirements of Rule 23 have been met, making whatever subsidiary factual or legal findings are required as part of that analysis.

11

It is particularly unwise for the Court to become too

deeply involved in an analysis of the mathematical and

statistical merits of an expert report, rather than leaving

such an analysis to the factfinder, because “[l]awyers

and judges working with statistical evidence generally

have only a partial understanding of the selection

processes they seek to model, they often have

incomplete or erroneous data, and are laboring in an

alien and unfamiliar terrain.” Waisome v. Port Auth. of

N.Y. & N.J., 948 F.2d 1370, 1372 (2d Cir.1991).

Plaintiffs assert that four questions of fact are common and appropriate for certification: (1) whether NPC’s employment policies are overly subjective and discriminatory; (2) whether NPC paid women less than similarly-situated male employees; (3) whether NPC denied or delayed promotion of women; and (4) whether NPC discriminates against pregnant employees.12

12

As defendants note, plaintiffs do not appear to seek

class certification on their claims of sexual harassment

or discrimination in the administration of discipline.

(D.Mem. 34.) Plaintiffs’ reply does not contest this

assertion. Accordingly, there is no need to address

those claims in the class certification context.

As to each of these questions, plaintiffs contend, each class member’s case will revolve around the same statistical and anecdotal evidence, personnel management analysis, deposition testimony, and documents. Each class member’s case, they contend, will present the same questions of law: whether a pattern or practice of disparate treatment exists at NPC, and whether NPC’s policies have a disparate impact on women. (P. Mem. 38– 39.) In response, defendants essentially attack the merits of plaintiffs’ case, arguing that plaintiffs’ expert and anecdotal evidence fails to show bias or disparate impact. (D.Mem. 20–33.)

1. Structure of the NPC Personnel Evaluation and Management System Plaintiffs contend that NPC’s personnel evaluation and management system is overly subjective, and that this subjectivity leads to discrimination.
In Caridad v. Metro–North Commuter Railroad, 191 F.3d 283 (2d Cir.1999), the Second Circuit held that the commonality requirement could, in some circumstances,

be satisfied by a challenge to “the subjective components of company-wide employment practices,” based on a theory that “the grant of discretionary authority to supervisory employees either results in a pattern and practice of discrimination or affects one class of employees more harshly than others.” Id. at 291–92 (internal citation omitted). In other words, it is possible for class action plaintiffs to make out a discrimination claim on the basis of allegedly excessive subjectivity in the company’s employment practices. As this Court has previously held, In re IPO did not undermine or even address this holding, which remains good law. Hnot II, 241 F.R.D. at 210.
[25] Of course, class certification is not appropriate unless plaintiffs can show “that the challenged practice is causally related to a pattern of disparate treatment or has a disparate impact.” Caridad, 191 F.3d at 292. “Where the decision-making process is difficult to review because of the role of subjective *259 assessment, significant statistical disparities are relevant to determining whether the challenged employment practice has a class-wide impact.” Id. The court in Caridad found the statistical and anecdotal evidence presented in that case sufficient to show common questions of fact regarding the implementation of company-wide employment policies, regardless of whether the evidence would ultimately be persuasive on the issue of liability. Id.
[26] At NPC, a substantial portion of employees’ evaluations are based on subjective factors, and the evaluations have a direct impact on employees’ compensation and chances for promotion. Plaintiffs’ expert David C. Martin analyzed “the performance management and related compensation system” used by NPC to determine whether it was “vulnerable to bias in decision making.” (Martin Report, P.Ex. 36 (“Martin Rep.”), at 1.) Martin’s report criticizes the performance evaluation system on a number of grounds. It argues that the ratings do not necessarily correspond to real performance, because they are subject to being modified by higher-level supervisors and because they are forced to fit a prescribed curve or “forced distribution” (id. at 8–9), and because appeals are directed to the same manager who had earlier approved the rating or to an HR employee with no authority to actually change the rating. (Id. at 9.) The report argues that each decision in the evaluation process is essentially subjective (id. at 11–12) without giving much detail; indeed, the entire report is only 14 pages long.
NPC argues that Martin’s report is flawed because, as Martin acknowledges, he “didn’t look at a single performance appraisal.” (Martin Dep., D. Ex. 36, at 21.) This argument is not persuasive. Martin’s report is offered to show the flaws in the system’s structure, not in its implementation. Martin did not purport to offer evidence that the system at NPC actually causes disparate treatment
9

Velez v. Novartis Pharmaceuticals Corp., 244 F.R.D. 243 (2007)

or has a disparate impact; he merely offered to show how the system makes discrimination possible. Whether his report and testimony do so successfully is ultimately a question for the jury. The report is sufficiently persuasive, however, to permit a conclusion, at this preliminary stage, that plaintiffs have raised a common question about whether NPC’s system is structured in a way that facilitates discrimination, and not merely a collection of individual claims of particular unfair evaluations.
NPC also asserts that Martin admits that NPC’s evaluation process includes many of the procedures and safeguards that he himself has recommended in published writings to cabin subjectivity. (D.Mem. 18.) This is an appropriate ground for impeachment of Martin’s conclusions, and may be offered to the factfinder as such, but it is hardly a basis for finding that Martin’s report raises no common question as to the plaintiffs in the putative class.13

13

Plaintiffs also argue that Watson v. Fort Worth Bank

and Trust, 487 U.S. 977, 108 S.Ct. 2777, 101 L.Ed.2d

827 (1988), compels a finding that NPC “employs

subjective practices which discriminate against

women.” (P. Reply 10.) Plaintiffs appear to interpret

Watson as holding that any evaluation system that

combines subjective and objective elements must be

treated as subjective, and therefore inherently

impermissible. (Id.) This is a misreading of Watson,

which held that evaluation systems based on subjective

criteria were subject to disparate impact analysis, just

as were evaluation systems based on objective criteria.

487 U.S. at 989–90, 108 S.Ct. 2777. The language on

which plaintiffs rely addressed the question of whether

subjective evaluation systems should be exempted from

disparate impact law, not whether Title VII liability

exists whenever an evaluation system is partially

subjective. Id.

Martin’s report is, by itself, insufficient to support class certification on any issue, because it illustrates only the potential for discrimination. The subjectivity of the NPC personnel management system presents a certifiable common question if, and only if, plaintiffs can show “that the challenged practice is causally related to a pattern of disparate treatment or has a disparate impact.” Caridad, 191 F.3d at 292. In order to show such an impact, plaintiffs offer statistical and anecdotal evidence of disparate impact in performance evaluation scores, compensation, and promotions, and of discrimination on the basis of pregnancy.

2. Disparity in Performance Evaluation Scores Plaintiffs submit the report of Dr. Louis R. Lanier to show the discriminatory effects of *260 NPC’s employment policies in the various areas in which discrimination

allegedly occurred, including the scores on the performance evaluations themselves. As to the performance evaluations, Lanier finds that class members were systematically given lower ratings than male counterparts. (Lanier Report, D. Ex. 37 (“Lanier Rep.”), at 4.)
NPC argues that Lanier’s analysis of different job performance scores should have controlled for job level, because higher-level staff, who were presumably promoted because of a tendency to achieve high scores on performance evaluations, will score disproportionately high. (D. Mem. 20, Welch Rep. 38.) According to Welch, after controlling for job level, the differences in high ratings given to women was statistically insignificant. (Welch Rep. 40.) Lanier responds that the “competencies” or skills required of higher-level employees are different than the competencies required of lower-level employees. (Lanier Decl., D. Ex. 39 (“Lanier Decl.”), at 7.) That is, one can be a good sales representative but turn out to be a terrible manager.
Lanier also argues that controlling for job level in the analysis of disparate performance scores would introduce inaccuracies, because there are fewer females in higherlevel jobs. (Lanier Rep. 14–15; see also Lanier Decl. 6 (speculating that discrimination may cause women to depart earlier in their careers).) Defendants argue that there is no evidence that this unequal distribution across job levels is due to discrimination, and that therefore the control should be used anyway. While the parties disagree on the propriety of various controls, their arguments go to the merits of the expert analysis; they do not bear on whether the question of discrimination in performance evaluations is common across the class.
Other arguments also relate to the merits of Lanier’s approach, not to the question of commonality. Defendants contend that Lanier errs by counting each performance review as separate, even though some represent multiple reviews of the same individual. They argue that a higherperforming employee is likely to continue to be higherperforming. Plaintiffs respond that to control for multiple reviews of one employee would be to ignore the possibility of multiple acts of discrimination against a single employee. (P. Reply 13.) Defendants further argue that Lanier did not analyze whether ratings were given by female or male managers. (D.Mem. 22.) A culture of discrimination, however, may be such that female raters as well as male raters grade women unfairly; the Court cannot assume that women are incapable of discriminating against other women. Defendants’ objections to Lanier’s findings with respect to performance evaluation scores are unconvincing. The question presented—whether women are systematically given lower scores on performance evaluations—is common to the class, and it cannot be said that Lanier’s report is insufficient to present a serious question for the
10

Velez v. Novartis Pharmaceuticals Corp., 244 F.R.D. 243 (2007)

factfinder to resolve.
3. Discrimination in Pay Lanier finds that class members were significantly undercompensated compared to their male counterparts. Compared to males in similar job positions, women were paid approximately $74.82 per month less. (Lanier Decl. 11.) When all males and females are compared without regard to job position, women with similar levels of experience are paid approximately $220 less per month than men with comparable experience, which Lanier says shows both a pay inequity and a failure to promote women commensurate with their experience. (Id.)
Defendants argue that it is inappropriate to examine the pay disparity across all job groups. Higher-level employees make more money, they point out, so comparing pay without accounting for job level proves only that there are fewer higher-level women employees at NPC. (D.Mem. 29.) It is true that pay disparities not adjusted for job level are not a comparison of similarlysituated employees, and are therefore not necessarily evidence of discrimination in pay. The unadjusted comparison is relevant, however, to the question of whether women at NPC actually suffer any adverse impact as a result of bias in the allegedly subjective evaluation system. If it is true that bias reduces a woman’s chances of promotion, then it is useful to identify the resulting pay disparity *261 as an additional consequence of the subjective and biased evaluation system.
Moreover, a significant disparity of $74.82 per month remains even after adjustment for job level. Defendants argue that $74.82 is only 1% less than the average male earnings of $7,463 per month. (Welch Rep. 12; see D. Mem. 24.) Plaintiffs respond, however, that the difference is significant to 5.4 standard deviations (see Lanier Decl. 9), and of course even discrimination that costs its victims only $897.84 per year is unlawful and compensable under Title VII.
Defendants argue that Lanier wrongly excludes from his pay calculation certain groups of employees, in particular employees hired into the sales force during the relevant pay period, and that the exclusions are “disproportionately female and those occupying entry level sales jobs.” (Welch Rep. 6.) If not for these exclusions, NPC’s expert argues, the correct pay differential would show that women were paid $19.55 more per month. (Id.) Lanier replies the exclusions are sensible because male and female employees in the excluded groups are not similarly situated—for example, men are less likely than women to work less than one year because they are on unpaid leave. (Lanier Decl. 4.) This is precisely the sort of “statistical dueling” that should be resolved by a factfinder.

Welch also argues that of the 12 types of job identified by Lanier, the difference in pay is statistically significant in only three. (Welch Rep. 8.) Lanier responds that the statistical significance of differences in individual job groups is immaterial to the larger question of whether there is a pattern of discrimination at NPC. (Lanier Decl. 4.) Moreover, Lanier responds that in 11 of the 12 groups, men were paid more than women, which is strong evidence of discrimination. (Id. at 12.) Welch also argues that Lanier’s analysis of “similarly-situated” women fails to control for work or educational experience prior to the employee’s hiring at NPC, but offers no evidence suggesting that controlling for these variables would have changed the outcome of Lanier’s analysis. (Welch Rep. 7.) These disagreements about statistical method are not appropriate for resolution at this stage.
Welch also argues that Lanier’s analysis is corrupted by his use of age as a proxy for experience (to determine whether women are similarly situated to their male counterparts). Women, Welch believes, are more likely to spend time out of the workforce, and so a woman and man of the same age are statistically unlikely to have comparable work experience. Lanier disputes the relevance of this proposition to the data (Lanier Decl. 5), but this, again, is a question for the factfinder. Lanier’s findings are sufficiently rooted in accepted statistical methodology to be received into evidence, and thus the accuracy of his conclusion identifying classwide discrimination presents a factual issue for trial common to the entire class.
Defendants argue that the difference in pay cannot be causally linked to discrimination because it includes types of pay that are not linked to subjective managerial judgments, including incentive-based pay. (D.Mem. 24.) Welch argues that Lanier should have used only base pay, not commissions, because commissions are formula driven, and not related to the performance evaluations. (Welch Rep. 7.) Had Lanier done so, according to Welch, he would have found the difference in pay to be a statistically insignificant five dollars. (Id.) Lanier argues that although commissions are formula-driven, the goals built into the formula and the assignments of the employees (which affect their ability to meet sales goals) are created through managerial discretion, and that incentive payments are therefore fairly considered in the pay disparity. (Lanier Decl. 3.)
Plaintiffs’ claims of pay discrimination would be more difficult to prove if, as Lanier’s report suggests, they rest not on a theory that women are paid less in the traditional sense, but on a theory that women earn less because of the goals set and assignments given to them by NPC management. However, Lanier’s report still raises a question that is common to the class: whether NPC management’s discretionary actions result in lower pay
11

Velez v. Novartis Pharmaceuticals Corp., 244 F.R.D. 243 (2007)

for women throughout the corporation. Plaintiffs offer significant anecdotal evidence from various women claiming that *262 they were not paid consistently with their performance (see P. Exs. 27–34), some of whom testified to the effects of their assignments on their pay. (See, e.g., P.Ex. 28, Bernice Dezelan Decl. ¶ 11.) This evidence supports their contention that the discretion allowed to managers by NPC’s personnel management system was abused. See Rossini v. Ogilvy & Mather, Inc., 798 F.2d 590, 604 (2d Cir.1986) (“In evaluating all of the evidence in a discrimination case, a district court may properly consider the quality of any anecdotal evidence or the absence of such evidence.”). Thus, even if plaintiffs’ claim is based not on direct base pay discrimination, but on pay disparities that resulted indirectly from assignment and other management actions, there is sufficient evidence to show that the question is common to the class.14

14

The experts also appear to disagree about the standard

for showing commonality. Welch criticizes Lanier for

failing to show that the “estimated $79 difference is

common across the women in the proposed class.”

(Welch Rep. 13.) To show commonality, however, it is

not necessary to find the same common difference in

each group. In other words, plaintiffs need not show

that they each suffer the same degree of pay disparity.

The asserted common question is whether there was

discrimination; the degree of damage presumably

differs in most class-action discrimination cases.

4. Discrimination in Promotions Lanier’s report concludes that women at NPC had a lower probability of promotion, and that women are underrepresented in the Management Development Program (MDP), which is a prerequisite to promotion to management. (Lanier Rep. 5.) Moreover, plaintiffs allege that women at NPC are overrepresented at lower-level positions in the corporate hierarchy, but increasingly underrepresented at successively higher levels. (See P. Reply 15–16.)
Defendants argue that it is unfair to look at the actual representation of women at the various levels of the organization’s hierarchy, because employees reach their positions in that hierarchy through a number of events and decisions, some of which are not under the discretionary control of NPC management. (D.Mem. 28.) Defendants do not dispute, however, that promotion depends at least in substantial part on performance evaluations.
Defendants also argue that the snapshot approach employed by Lanier is not a useful methodology. “After specifying the employment practice allegedly responsible for excluding members of their protected class from a

benefit, plaintiffs must identify the correct population for analysis. In the typical disparate impact case the proper population for analysis is the applicant pool or the eligible labor pool.” Smith v. Xerox Corp., 196 F.3d 358, 368 (2d Cir.1999), overruled on other grounds by Meacham v. Knolls Atomic Power Lab., 461 F.3d 134 (2d Cir.2006). NPC argues that Lanier’s findings with respect to representation in the hierarchy are invalid because they do not identify a relevant pool of women who were eligible and available for promotion, and that without identifying benchmarks based on the pool of available women, “no inference of discrimination can be drawn from the workforce profile.” (D.Mem. 29.)
In this case, it is true that Lanier’s snapshot of the corporate hierarchy does not identify an eligible pool of employees, and is therefore not directly useful in determining whether the decisions that caused the unequal distribution were infected by discrimination. Lanier does, however, offer an analysis of gender disparities in actual promotion decisions—that is, cases where employees were promoted within NPC—as does Welch. In both analyses, the eligible pool of employees is simply those employees at NPC who are eligible to be promoted to manager—that is, sales staff. Defendants do not contend that this is an inappropriate “eligible pool.”
Lanier’s analysis of promotions from sales employee to first-line manager concludes that male sales employees are 4.9 times more likely to be promoted to first-line manager than female sales employees. (Lanier Decl. 13.) As to this analysis, Welch faults Lanier for analyzing only one group of promotions, those from sales representative to first-level managerial positions, which only affects a small fraction of the class. Welch argues that Lanier’s analysis is based on too small a *263 sample, but Welch does not dispute that within that sample the probability of male promotion is dramatically greater than the probability of female promotion; the disparity is significant to more than five standard deviations. (Lanier Decl. 13.)15

15

Welch’s report examines the total number of

promotions, broken down by gender, and finds that

women are slightly more likely to receive a promotion.

(Welch Rep. 32.) To this plaintiffs respond rather

lamely that analyzing all promotions is unnecessary,

because the unequal distribution across the corporate

hierarchy is sufficient evidence of discrimination, and

that “Dr. Lanier need not provide statistical evidence

for every allegation in order to compel a finding of

commonality.” (P. Reply 17.) While it is possible to

imagine reasons why plaintiffs’ sample might be a

better one despite its small size—for example, a

contention that NPC managers are more likely to

interfere with a woman’s elevation from the ranks of

the sales staff to a managerial post than they are to

interfere with her promotion within the ranks—it is

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Velez v. Novartis Pharmaceuticals Corp., 244 F.R.D. 243 (2007)

unnecessary to consider these questions, which pertain to the merits of the expert reports, at the class certification stage.

Lanier’s analysis also shows that women are underrepresented in the MDP, which is a prerequisite to promotion to manager. 15.2% of eligible males were selected for the MDP, compared to only 9.1% of eligible females, which is significant to 6.0 standard deviations. (Lanier Rep. 20.) Defendants argue that Lanier’s criteria for eligibility are based on his own guesses as to who might be eligible for such a program, rather than any official criteria of NPC’s. (D.Mem. 32.) This argument is specious. Defendants acknowledge that “there are no Company-wide requirements for nomination” (D.Mem. 14), so Lanier had no alternative but to rely on his own guesses as to who might be eligible. Defendants point to no inaccuracies or implausibilities in Lanier’s estimates of which personnel are “eligible” for participation in the MDP, and present no alternative definition of eligibility or statistical analysis based on an alternative definition.16

16

Defendants also argue that Lanier’s analysis fails to

account for women’s unwillingness to relocate, which

is a prerequisite for management positions in many if

not all cases. (D.Mem. 31.) Dr. Lanier examined

questionnaires given to applicants for positions as sales

representatives, in which 68.8 percent of men were

willing to relocate, but only 43.5 percent of women.

(Welch Rep. 37.) Plaintiffs respond that Welch’s

analysis of willingness to relocate is flawed because his

data comes from sales representatives, not managers.

The question to which that data relates, however, is

whether women in the pool of employees eligible for

promotion are interested in management positions, and

so it is not clear that a survey of managers would be

more useful. Welch’s alternative explanation is a matter

to be considered by the factfinder.

Lanier’s statistical findings are supported by anecdotal evidence that gives “texture” to the statistics. Robinson v. Metro–North Commuter R.R. Co., 267 F.3d 147, 168 (2d Cir.2001). Various declarants allege that they were passed over for promotions, or that they were kept out of training sessions to which their male counterparts were invited. (See, e.g., P.Ex. 29, Debra Benbow Decl. ¶ 10; id., Deborah Davis Decl. ¶ 11). Taking all the evidence into account, “[w]hether or not plaintiffs’ statistical evidence is ultimately sufficient to establish that plaintiffs and the members of their proposed class have actually suffered discrimination, it is certainly adequate to establish that whether or not [NPC’s] promotion and compensation policies subject class members to discrimination is an issue common to all class members.” Hnot I, 228 F.R.D. at 483.

5. Discrimination on Account of Pregnancy The Pregnancy Discrimination Act of 1978(PDA) provides that Title VII’s prohibition on gender discrimination includes discrimination on the basis of:

pregnancy, childbirth, or related medical conditions; and women affected by pregnancy, childbirth, or related medical conditions shall be treated the same for all employment-related purposes, including receipt of benefits under fringe benefit programs, as other persons not so affected but similar in their ability or inability to work.

42 U.S.C. § 2000e(k).
Lanier’s report concludes that women who take FMLA leave earn an average of $210.20 less per month for the first six months after returning than women not returning from leave, which is statistically significant to 6.4 *264 standard deviations, and that they experience a slightly lower disparity for the following six months.17 (Lanier Rep. 24.)

17

Defendants argue that “[n]othing” in this conclusion

“provides any supporting evidence that NPC

discriminates against women as a class in compensation

or on the basis of pregnancy” because Lanier did not

examine “whether both men and women who take

FMLA leave are similarly treated or whether women

who take FMLA leave for pregnancy reasons are less

favorably treated.” (D.Mem. 33.) Defendants

conspicuously fail to offer such an analysis themselves;

they offer no evidence that the comparison Welch

seems to advocate—between men and women who take

leave, and men and women who do not—would be any

less suggestive of discrimination. In fact, Welch’s

report appears to compare women to women when it

concludes that base pay does not fall after leave.

(Welch Rep. 44.) In any event, Lanier argues that to

include men in the analysis would make it impossible

to determine whether FMLA leave—as opposed to

gender differences themselves—was the cause of any

disparity. (Lanier Rep. 23.) This methodological

dispute is appropriately addressed to the factfinder; for

present purposes it is clear that Lanier’s findings raise a

significant question as to whether leave causes a

decline in women’s pay.

Lanier’s analysis of the effects of pregnancy leave includes both base salary and incentive-based earnings (i.e., pay that is determined on the basis of sales in a representative’s territory). Defendants argue that there is nothing discriminatory in failing to pay women (and men)
13

Velez v. Novartis Pharmaceuticals Corp., 244 F.R.D. 243 (2007)

incentive bonuses that are not earned. When the effects of incentive pay are excluded, according to Welch, the base pay of women who take leave is unaffected. (Welch Rep. 44.)
Plaintiffs do not dispute that pregnancy is treated the same as any other legitimate reason for leave by NPC’s compensation policies. But women at NPC, Lanier notes, take 76 times more FMLA leave than do men. (Lanier Decl. 8.) Plaintiffs argue that the NPC’s payment structure, which gives employees who return after taking leave for pregnancy the same partially incentive-based compensation as all other employees, has a larger and more detrimental impact on women than on men, even though it treats pregnancy the same as any other legitimate reason for leave. They argue that NPC “could implement, but has not [implemented], a commission payment system that accounts for time away from the territory during FMLA leave.” (P. Reply 22.)
[27] “It has been repeatedly affirmed that the PDA does not require the creation of special programs for pregnant women; nor does it mandate any special treatment. To the contrary, the statute specifically requires that pregnant women be treated the same as all other employees with similar disabilities.” Dimino v. N.Y.C. Transit Auth., 64 F.Supp.2d 136, 157 (E.D.N.Y.1999). See Urbano v. Cont’l Airlines, 138 F.3d 204, 206 (5th Cir.1998) (affirming summary judgment where a defendant treated the plaintiff “in exactly the same manner as it would have treated any other worker who was injured off the job”); Gratton v. JetBlue Airways, No. 04 Civ. 7561, 2006 WL 2037912, at *6 (S.D.N.Y. Jul. 21, 2006) (holding that plaintiff “has not identified any accommodation given to other temporarily disabled employees that was withheld from her”); Minott v. Port Authority of N.Y. and N.J., 116 F.Supp.2d 513, 521 (S.D.N.Y.2000) (“Title VII and the Pregnancy Discrimination Act do not protect a pregnant employee from being discharged for absenteeism even if her absence was due to pregnancy or complications of pregnancy, unless other employees are not held to the same attendance standards.”).
In this case, the compensation system does not differentiate between employees who take leave for pregnancy and employees who take leave for other reasons. If sales figures in a territory drop while a representative is on leave, that representatives’ incentive payments will fall, regardless of the reason for the leave. “A policy may discriminate between those employees who take off long periods of time in order to raise children and those who either do not have children or are able to raise them without an appreciable career interruption. That is not inherently sex specific and does not give rise to a claim under Title VII.” Fisher v. Vassar Coll., 70 F.3d 1420, 1448 (2d Cir.1995) reheard en banc on other grounds, 114 F.3d 1332 (2d Cir.1997). The failure to adjust incentive payments is not unlawful

because “[t]he Pregnancy Discrimination Act requires the employer to ignore an employee’s pregnancy, *265 but ... not her absence from work, unless the employer overlooks the comparable absences of nonpregnant employees ... in which event it would not be ignoring pregnancy after all.” Troupe v. May Dep’t Stores Co., 20 F.3d 734, 738 (7th Cir.1994).
[28] There appears to be no factual dispute over whether NPC’s compensation policies systematically discriminate against women except insofar as they fail to adjust incentive payments that drop when an employee goes on leave. Under the PDA, “it is discriminatory to treat pregnancy-related conditions less favorably than other medical conditions.” Newport News Shipbuilding and Dry Dock Co. v. E.E.O.C., 462 U.S. 669, 684, 103 S.Ct. 2622, 77 L.Ed.2d 89 (1983). It is not discriminatory to treat pregnancy-related leave the same as other forms of leave, and plaintiffs have offered no evidence that NPC’s compensation policies do otherwise.18 Accordingly, plaintiffs’ motion to certify a class is denied as to their claims of discrimination in pay on the basis of pregnancy.

18

At least one court has held that an employee may make

out a claim for sex discrimination by showing that a

facially neutral evaluation system has a disparate

impact on women who take leave. In Vosdingh v.

Qwest Dex, Inc., No. Civ. 03–4284, 2005 WL 914732

(D.Minn. Apr. 21, 2005), a district court held that the

plaintiff employees had shown that an evaluation

system had a disparate impact on women who took

leave, and accordingly applied the three-step

framework of 42 U.S.C. § 2000e–2(k), shifting the

burden to the employer to demonstrate a legitimate,

business-related justification for the evaluation system,

which the plaintiff could defeat by showing that an

alternative approach—such as one normalizing the

evaluation scores to compensate for absence—was

comparably effective. Id. at *14–*16. See Smith, 196

F.3d at 365 (discussing burden-shifting framework for

disparate impact cases).

In Vosdingh, however, employees were given a score

of zero on certain categories in their performance

evaluations for the time they were on leave—the

same score they would have received had they been

on the jobs but failing miserably. Effectively, their

evaluations appeared to report poor performance for

the time they were on leave, which much more

closely resembles an affirmative sanction for taking

leave. Here, the employee is paid the full and normal

base salary after return from leave. Incentive-based

payments are simply not adjusted to account for

decreases in sales due to a representative’s absence

from the job. In effect, incentive pay is not awarded

when it is not earned.

Nothing in the PDA requires NPC to adjust incentive

payments in light of the nature of the leave that

caused their decline. To hold otherwise would

effectively imply that paying employees on an

incentive basis is unlawful wherever women are

more likely than men to take leaves that might

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Velez v. Novartis Pharmaceuticals Corp., 244 F.R.D. 243 (2007)

adversely affect their productivity when they return, for reasons having nothing to do with their employer’s actions.

There are, however, other allegations of pregnancy discrimination. The complaint alleges that women returning from pregnancy leave are subjected to denial of promotions and promotional opportunities, “stricter scrutiny,” hostile comments, unreasonable discipline, and “adverse employment actions” upon return. (4th Am.Compl. ¶ 68.) In support of these allegations, plaintiffs rely on the anecdotal evidence of the twentyeight declarants and three plaintiffs who claim to have been the victims of pregnancy discrimination. (See P. Mem. 43–44.)
[29] The commonality and typicality requirements can be satisfied by “affidavits, statistical evidence, or both.” Attenborough v. Const. and General Bldg. Laborers’ Local 79, 238 F.R.D. 82, 95 (S.D.N.Y.2006). Anecdotal testimony is generally used as a supplement to statistical evidence, to bring “the cold numbers convincingly to life.” Int’l Bhd. of Teamsters v. United States, 431 U.S. 324, 339, 97 S.Ct. 1843, 52 L.Ed.2d 396 (1977). At the liability phase, anecdotal evidence will be usually be introduced not “to establish that the particular instances of discrimination actually occurred nor that the particular employees were in fact victims of discrimination,” but simply to provide “texture” to the statistical evidence. Robinson, 267 F.3d at 168. Courts have discretion to rely on anecdotal evidence, “but they commonly do so where the statistical evidence is weak.” Hnot I, 228 F.R.D. at 484.19 When *266 statistical evidence does not exist, however, anecdotal evidence can suffice if “plaintiffs ... compile sworn statements from a large enough sample of plaintiffs to demonstrate that common issues exist.” Cokely v. N.Y. Convention Ctr. Operating Corp., No. 00 Civ. 4637, 2003 WL 1751738, at *3 (S.D.N.Y. Apr. 2, 2003).

19

At least one court in this Circuit has stated, in the

context of a summary judgment motion dealing with a

challenges to an affirmative action program, that

“[a]necdotal evidence alone will not suffice to prove a

systematic pattern of discrimination.” Id. at *4. North

Shore Concrete and Assoc., Inc. v. City of New York,

No. 94 Civ. 4017, 1998 WL 273027, at *4 (E.D.N.Y.

Apr.12, 1998). That decision cited Coral Const. Co. v.

King County, 941 F.2d 910, 919 (9th Cir.1991), which

held that “[w]hile anecdotal evidence may suffice to

prove individual claims of discrimination, rarely, if

ever, can such evidence show a systemic pattern of

discrimination necessary for the adoption of an

affirmative action.” (emphasis added). While anecdotal

evidence alone may be insufficient to justify a

government body’s adoption of race-conscious policies,

this does not mean it is insufficient to justify class

certification, which merely requires that a common question be presented.
As to the extent of the anecdotal evidence required when statistical evidence is unpersuasive, plaintiffs argue that they “are not required to produce a statistically significant amount of declarations.” (P. Reply 14.) Cf. Ross v. Nikko Secs. Co. Int’l, 133 F.R.D. 96, 97 (S.D.N.Y.1990) (holding that in the absence of statistical proof of commonality, “[t]he testimonial proof must identify a statistically significant number of aggrieved persons in the putative class in relation to the size of the relevant work force.”). The concept of statistical significance is not useful here. A number is statistically significant when it differs from the number that could be expected from a random distribution, that is, when it is not within the margin of error. To determine what number of declarations are “statistically significant,” it would be necessary to determine how many declarations would be filed due to the operation of randomness—that is, how many declarations would be filed in the absence of any classwide discrimination. It is difficult to imagine any meaningful way to identify such a number.
Moreover, anecdotal evidence is not statistical evidence. The declarations are offered not primarily for their quantity, but for their quality. The testimony in the declarations is valuable insofar as it could persuade a reasonable factfinder that a pattern or practice of discrimination exists at NPC. The factfinder would examine the content of the testimony to determine whether the incidences of discrimination described actually occurred, and, if so, whether they are isolated incidents or symptomatic of a deeper pattern. That is, the factfinder would examine the declarations not merely to see how many have been produced, but to see what they say.
Of course, the anecdotal evidence must encompass “a large enough sample of plaintiffs to demonstrate that common issues exist.” Cokely, 2003 WL 1751738, at *3. But there is no minimum number of statements that must be compiled in relation to the total number of similarlysituated employees. Rather, the question is whether the statements submitted, in light of their persuasiveness and whether the incidents they describe appear to be isolated or generalized, “show that sex discrimination ‘was the company’s standard operating procedure—the regular rather than the unusual practice.’ ” Carter v. Newsday, Inc., 528 F.Supp. 1187, 1197 (E.D.N.Y.1981), quoting Teamsters, 431 U.S. at 336, 97 S.Ct. 1843. “In the case ... of a showing of nonexistent statistical discrimination, anecdotal testimony must by itself support an inference of sex-based [employment] decisions.” Carter, 528 F.Supp. at 1197.
15

Velez v. Novartis Pharmaceuticals Corp., 244 F.R.D. 243 (2007)

Three plaintiffs (Earl, Compl. ¶ 302, Durkin, id. ¶ 323– 337, and Deyne, id. ¶¶ 389–90) and 28 declarants have submitted declarations claiming pregnancy discrimination. (See P.Ex. 35.) The declarants claiming pregnancy discrimination worked for NPC in fourteen different states. (Id.) They point to a variety of illtreatment suffered by pregnant women and mothers at NPC, from arbitrary discipline to verbal harassment to denial of promotion and termination. All but one give specific examples from personal experience of differential treatment on the basis of pregnancy or motherhood.20 Many attest to *267 specific comments by managers indicating hostility to pregnancy, and are therefore directly relevant to the question of whether a nationwide pattern or practice of discrimination exists. One declarant reports being told by her manager that she “did not qualify for a pay increase because [she] had not been in her territory during [her] Maternity Leave.” (P.Ex. 32, Ramona Pouncy Decl. ¶ 12.) Another claims that her manager told her that he preferred not to hire young females, explaining, “First comes love, then comes marriage, then comes flex time and a baby carriage.” (P.Ex. 30, Jennifer Ryan Tselikis Decl. ¶ 13.) Another declarant says that after her leave, she was disciplined for low sales numbers and her teammate was not, although the two employees were “listed together” for purposes of sales rankings. (P.Ex. 33, Renee Tittle Decl. ¶ 8.) Another manager allegedly encouraged a declarant employee to get an abortion. (P.Ex. 28, Christine Macarelli Decl. ¶ 7.) Still another declarant alleges that employees were urged during a training session to avoid getting pregnant. The declarant, five months pregnant at the time, drew the eye of the trainer, who said, “Oops, too late.” (P.Ex. 29, Ivette Flower Decl. ¶ 6.)

inconclusive, affidavits from named plaintiffs and five proposed class members were sufficient to establish the existence of an aggrieved class); Donaldson v. Pillsbury Co., 554 F.2d 825, 830–32 (8th Cir.1977) (aggrieved class established where plaintiff produced six affidavits alleging discrimination and identified eighteen other individuals who claimed to be victims of discriminatory policies). A “court must be wary of a claim that the true color of a forest is better revealed by reptiles hidden in the weeds than by the foliage of countless free-standing trees,” NAACP v. Claiborne Hardware Co., 458 U.S. 886, 934, 102 S.Ct. 3409, 73 L.Ed.2d 1215 (1982), but in this case plaintiffs have produced enough foliage to raise a question about the forest’s color. Whether or not the declarations are ultimately convincing to a factfinder, they are numerous enough and detailed enough to establish that a common question exists.
Moreover, in deciding whether the anecdotal evidence specifically directed at pregnancy discrimination is adequate to establish a common question, it would be inappropriate to ignore the statistical evidence adduced in other contexts in this case. Pregnancy discrimination, after all, is a form of discrimination against women, and so the fact that plaintiffs have offered significant statistical evidence of other forms of gender discrimination sheds light on their anecdotal evidence of pregnancy discrimination. The Court is required to consider all the evidence, and in context it is clear that a common question is presented. Accordingly, class certification will be granted on the question of pregnancy discrimination, except with respect to the issue of incentive-based compensation discussed above.

20

The one declaration that appears not to present specific

examples from personal experience is that of Ann

Hogan. (P.Ex. 27.) Hogan alleges that “Novartis

management” disciplined two unidentified female

employees and the declarant, but not the other (also

unidentified) employee in the group, who was male.

The other two female employees, but not the declarant,

had taken maternity leave. The manager is not

identified, and it appears that the declarant is not

entirely sure of the relative performance of the

employees (“his sales performance was the same or

worse than our sales performance”). Moreover, it

appears that of the employees who did not take

maternity leave, one was disciplined anyway. This

declaration is notably unpersuasive on the question of

pregnancy discrimination, compared to the other

twenty-seven, but its unpersuasiveness is anomalous.

It is of course possible that these declarants will be found not credible. At this stage, however, it is only necessary to determine whether a common question has been presented. It has. See Selzer v. Bd. of Educ., 112 F.R.D. 176, 180 (S.D.N.Y.1986) (although the statistics were

D. Typicality Under Rule 23(a) [30] “Typicality ... requires that the claims of the class representatives be typical of those of the class, and is satisfied when each class member’s claim arises from the same course of events, and each class member makes similar legal arguments to prove the defendant’s liability.” Marisol A., 126 F.3d at 376 (internal quotation marks and citations omitted). Typicality “does not require that the factual background of each named plaintiff’s case be identical to that of all class members; rather it requires that the disputed issue of law or fact occupy essentially the same degree of centrality to the named plaintiff’s claim as to that of other members of the proposed class.” Caridad, 191 F.3d at 293 (internal quotations and citations omitted).
To show that plaintiffs are not typical of the class, defendants offer an analysis by Dr. *268 Welch showing that the named plaintiffs’ claims of promotion and compensation discrimination are not reflective of other women hired for similar jobs at the same time as plaintiffs. Welch concludes each named plaintiffs was, with one exception, the only woman in her “hiring
16

Velez v. Novartis Pharmaceuticals Corp., 244 F.R.D. 243 (2007)

cohort”—the group of women hired for similar jobs at the same time—who experienced the disparate treatment of which she complains. (D. Mem. 35; Welch Rep. 11–12.)
This is a potentially significant finding, which could be interpreted to suggest, as defendants contend, that plaintiffs’ treatment “was attributable to something specific to [each] Plaintiff.” (D.Mem. 35.) Plaintiffs respond that this method effectively carves up each sample into a group too small to have any statistical meaning—also a potentially convincing point. (P. Reply 5.) These questions are for the factfinder. “As long as plaintiffs assert, as they do here, that defendants committed the same wrongful acts in the same manner, against all members of the class, they establish [the] necessary typicality.” In re Towers Fin. Corp. Noteholders Litig., 177 F.R.D. 167, 170 (S.D.N.Y.1997) (internal quotation marks and citation omitted). Moreover, in a case alleging that subjectivity in evaluation systems resulted in disparate treatment, it is entirely foreseeable that incidences of discrimination will be distributed throughout the corporation, rather than clustered in any particular “hiring cohort.”
Defendants also attempt to show that each named plaintiff is unusual in some respect. For example, they contend that plaintiff Velez performed poorly and had attendance problems, and that plaintiff Lopes reported damage to her company car and missed work while in substance abuse programs. (D.Mem. 36.)21 Defendants attack the typicality of various named plaintiffs’ claims, essentially arguing that those claims are “unique” because the particular factual circumstances of each plaintiff’s situation—not discrimination—explains their treatment. (D.Mem. 37– 46.) This is, of course, always the defendant’s contention in class action discrimination claims: that the plaintiffs suffered no discrimination, or at least that any discrimination that occurred was isolated rather than systematic.

21

Defendants also point out that one of the women

claiming pregnancy discrimination, Minel Tobertga,

adopted her child, rather than giving birth naturally.

(D.Mem. 36.) The Court need not decide whether

adoption is a permissible basis on which to make a

claim of gender discrimination based on parental status

under the Pregnancy Discrimination Act, because a

finding of typicality would be appropriate even without

Tobertga’s evidence.

[31] [32] Defendants cannot rebut typicality by claiming that something other than discrimination explains the named plaintiffs’ experience. The question presented by each plaintiff’s claim is undoubtedly typical of the class, whether or not defendants are eventually able to prove that the answer to that question is unique to each plaintiff. “The primary criterion for determining typicality is the

forthrightness and vigor with which the representative party can be expected to assert the interests of the members of the class.” Latino Officers Ass’n v. City of New York, 209 F.R.D. 79, 89–90 (S.D.N.Y.2002) (internal citation and quotation marks omitted). Defendants have offered no persuasive basis on which to question plaintiffs’ typicality. The Court finds that the named plaintiffs’ claims are entirely typical of those presented on behalf of the class.
E. Adequacy of Representation Under Rule 23(a) The last of the Rule 23(a) requirements is adequacy of representation. A party seeking class certification must show that “the representative parties will fairly and adequately protect the interests of the class.” Fed.R.Civ.P. 23(a)(4).
[33] There are two separate inquiries under Rule 23(a)(4). One requires a showing that class counsel is experienced, qualified, and able to conduct litigation. “In determining the adequacy of counsel, the court looks beyond reputation built upon past practice and examines counsel’s competence displayed by present performance.” Towers Fin., 177 F.R.D. at 171 (internal quotation marks and citation omitted). Defendants do not contest counsel’s experience, qualifications, or ability *269 to conduct the litigation, and the Court finds that counsel is suitable.
The second requirement is that “[p]laintiffs must ... demonstrate that there is no conflict of interest between the named plaintiffs and other members of the class.” Marisol A., 126 F.3d at 378 (citation omitted). See Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 625–26, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997) (“The adequacy inquiry under Fed.R.Civ.P. 23(a)(4) serves to uncover conflicts of interest between named parties and the class they seek to represent. A class representative must be part of the class and possess the same interest and suffer the same injury as the class members.”); In re Visa Check/MasterMoney Antitrust Litig., 280 F.3d 124, 142 (2d Cir.2001) (requiring courts to “ask whether plaintiff’s interests are antagonistic to the interest of other members of the class”) (quotation marks and citation omitted). “[N]ot every potential disagreement between a representative and the class members will stand in the way of a class suit. The conflict that will prevent a plaintiff from meeting the Rule 23(a)(4) prerequisite must be fundamental, and speculative conflict should be disregarded at the class certification stage.” Id. at 145.
[34] NPC argues that there are three problems with the named plaintiffs’ representation of the class. First, NPC contends that the inclusion of pregnancy discrimination claims creates conflict between class members. As previously discussed, sales representatives at NPC are paid partly on an incentive basis, with pay determined by sales figures in the territory to which the given team of
17

Velez v. Novartis Pharmaceuticals Corp., 244 F.R.D. 243 (2007)

representatives is assigned. NPC argues that this creates “inherent tensions” between a representative who takes leave and the teammates who are still working in the territory: if one representative leaves, the other representative’s pay will suffer if sales decline due to their absence. (D.Mem. 48.) It is possible to imagine tension over lost incentive pay being a factor in some relationships between pregnant women and their teammates, but it is difficult to imagine this tension playing any role in the current litigation, and indeed NPC does not suggest any particular impact that the putative tension might have on these proceedings.
[35] Second, NPC argues that the inclusion of managers in the class creates conflict. It notes that at least eleven declarants allege that their female managers harassed them on the basis of their pregnancies and resulting leaves. While this shows that female managers may be subject to discrimination claims in this litigation, it does not show that the plaintiff manager (there is only one) will herself be subject to discrimination claims. “Even if one female officer supervised another, it is still possible, as plaintiffs allege, that they all suffered from gender discrimination by the key decisionmakers.” Hnot I, 228 F.R.D. at 485. In a similar case involving alleged discrimination within the New York Police Department, a district court rejected this argument for reasons that apply equally well here:

The Court does not see more than a

hypothetical

conflict.

Commanding-officer

class

members allegedly are subject to

the disparate impact of the

disciplinary system themselves.

There is no reason for the Court to

think that the commanding officer

class members have any less of a

desire to end any discrimination

within the NYPD than the police

officer members. Their interests on

this point are aligned. If an actual

conflict develops, the Court is

prepared to revisit this question and

consider certifying a separate

subclass for each rank of uniformed

officer.

Latino Officers Ass’n, 209 F.R.D. at 90. This Court rejected a similar contention of conflict in Hnot I, noting that “[i]f supervisory employees and supervisees all are subject to discrimination, all have an equal interest in remedying the discrimination, and the named plaintiffs can still be expected to litigate the case with ardor. A potential for conflict need not defeat class certification.” Hnot I, 228 F.R.D. at 485–86.

Finally, defendants argue that there is no named plaintiff who can adequately represent the interests of the female managers in the class, because only one named plaintiff, Kelly Corbett, is a manager. (See Compl. ¶¶ 279, 288.) Corbett, according to NPC, is subject to a defense that will not apply to the *270 other plaintiffs, because she allegedly shared confidential NPC sales reports with a friend who was not employed by NPC. (D.Mem. 49.)
[36] [37] “[C]lass certification is inappropriate where a putative class representative is subject to unique defenses which threaten to become the focus of the litigation.” Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 903 F.2d 176, 180 (2d Cir.1990). “Regardless of whether the issue is framed in terms of the typicality of the representative’s claims, or the adequacy of its representation, there is a danger that absent class members will suffer if their representative is preoccupied with defenses unique to it.” Id. (citations omitted). However, “any allegations concerning the representative’s adequacy must be relevant to the claims in the litigation, such that the problems could become the focus of crossexamination and unique defenses at trial, to the detriment of the class.” German v. Fed. Home Loan Mortgage Corp., 168 F.R.D. 145, 154 (S.D.N.Y.1996) (internal citations omitted).
Defendants have not suggested any way in which their pursuit of the defense to which Corbett is allegedly subject—that she improperly disclosed corporate information to a friend in violation of NPC policy—could affect the interests of the other class members. “Plaintiffs’ testimony or credibility that is subject to attack must be on an issue critical to one of their causes of action.” Id. Improper information-sharing, one supposes, could provide defendants with a legitimate reason for adverse employment action, but of course defendants claim to have had a legitimate reason for all of the relevant adverse employment actions, so this can hardly be a basis for a finding of inadequate representation. Defendants do not suggest that Corbett’s credibility is adversely affected by their allegations.
If an actual conflict should arise, the Court is prepared to revisit the question, but at this point defendants have not even presented a hypothetical conflict for the Court to address. Accordingly, the Court finds that the named plaintiffs adequately represent the class, and that the prerequisites for class certification under Rule 23(a) have been satisfied.
F. Rule 23(b) Requirements When the prerequisites of Rule 23(a) have been met, a class may be certified if it fits within one of the three categories in Rule 23(b). Fed.R.Civ.P. 23(b). “The requirement of ‘rigorous analysis’ to ensure ‘actual, not
18

Velez v. Novartis Pharmaceuticals Corp., 244 F.R.D. 243 (2007)

presumed conformance’ with Rule 23(a) applies with ‘equal force to all Rule 23 requirements, including those set forth in Rule 23(b)(3).’ ” In re Vivendi Universal, S.A., 242 F.R.D. 76 (S.D.N.Y.2007), quoting In re IPO, 471 F.3d at 33 & n. 3. Plaintiffs contend that the class should be certified under Rule 23(b)(2), which applies to classes in which “the party opposing the class has acted or refused to act on grounds generally applicable to the class, thereby making appropriate final injunctive relief or corresponding declaratory relief with respect to the class as a whole,” or Rule 23(b)(3), which applies when “questions of law or fact common to the members of the class predominate over any questions affecting only individual members, and that a class action is superior to other available methods for the fair and efficient adjudication of the controversy.”
[38] Certification under Rule 23(b)(2) is appropriate where “(1) the positive weight or value to the plaintiffs of the injunctive or declaratory relief sought is predominant even though compensatory or punitive damages are also claimed, and (2) class treatment would be efficient and manageable, thereby achieving an appreciable measure of judicial economy.” Robinson, 267 F.3d at 164 (internal alteration, citation and quotation marks omitted). When a case involves claims for both injunctive relief and nonincidental monetary damages, courts must assess “the relative importance of the remedies sought, given all of the facts and circumstances of the case.” Id., quoting Hoffman, 191 F.R.D. at 536.
Although the assessment of whether injunctive or declaratory relief predominates will require an ad hoc balancing that will vary from case to case, before allowing (b)(2) certification a district court should, at a minimum, satisfy itself of the following: (1) even in the absence of a possible *271 monetary recovery, reasonable plaintiffs would bring the suit to obtain the injunctive or declaratory relief sought; and (2) the injunctive or declaratory relief sought would be both reasonably necessary and appropriate were the plaintiffs to succeed on the merits. Insignificant or sham requests for injunctive relief should not provide cover for (b)(2) certification of claims that are brought essentially for monetary recovery.
Id.22

22

Although In re IPO modified other aspects of class

certification analysis under Rule 23, “In re IPO is entirely inapposite to the Court’s determination under Rule 23(b)(2).” Hnot II, 241 F.R.D. at 211.
[39] In this case, there can be little question that reasonable plaintiffs would sue to obtain the injunctive relief sought. The central goal of this lawsuit is to alter practices at NPC that plaintiffs believe are discriminatory. If plaintiffs prevail on the merits, that injunctive relief will be appropriate and reasonably necessary, because it would serve little purpose to award money damages for discrimination without addressing the institutional structure that perpetuates it. Defendants are alleged to have acted on grounds generally applicable to the class, and “[p]laintiffs seek to reform defendants’ practices to provide for equitable employment opportunities and compensation for women.” Hnot I, 228 F.R.D. at 486.
Defendants’ argument against class certification is that plaintiffs have “fail[ed] to show the existence of any class-wide discriminatory practice in need of injunctive relief.” (D. Mem. 50.) Plaintiff have not yet been asked to prove any such thing. This is a class certification motion, not a trial, and if plaintiffs fail to prove the existence of class-wide discriminatory practices, no injunctive relief will be awarded. For now, the court need only determine whether such relief would be appropriate and necessary “were the plaintiffs to succeed on the merits,” Robinson, 267 F.3d at 164, and it clearly would be.
[40] Thus, the requirements of Rule 23(b)(2) are satisfied and the class will be certified under that provision. Because the Court finds that plaintiffs meet the requirements of Rule 23(b)(2), it is unnecessary at this point to determine whether class certification under Rule 23(b)(3) would also be warranted. See Hnot I at 486. Additionally, Title VII civil rights cases may be divided into liability and remedial phases. Id. Therefore, the issue of whether plaintiffs meet the requirements of Rule 23(b)(3) is deferred until after the liability phase of this action.
CONCLUSION
Defendant Novartis Corporation’s motion for summary judgment (Doc. # 7) is granted.
As to the remaining defendants, plaintiffs have demonstrated that their proposed class and its representatives satisfy the requirements of Federal Rule of Civil Procedure 23(a) and 23(b). Accordingly, plaintiffs’ motion for class certification (Doc. # 89) is granted. Amy Velez, Penni Zelinkoff, Minel Hider Tobertga, Michael Williams, Jennifer Waxman–Recht, Karen Liggins, Lori
19

Velez v. Novartis Pharmaceuticals Corp., 244 F.R.D. 243 (2007)

Horton, Holly Waters, Wendy Pinson, Roberta Vonlintel, Catherine White, Kelly Corbett, Jamie Holland, Joan Durkin, Simona Lopes, Maryanne Jacoby, and Marta Deyne are appointed as class representatives. The firm of Sanford, Wittels & Heisler, LLP, is appointed as lead counsel for the class.

SO ORDERED.
Parallel Citations 101 Fair Empl.Prac.Cas. (BNA) 522
	  

20

 
 Velez v. Novartis Corp., Not Reported in F.Supp.2d (2006)

2006 WL 903228 Only the Westlaw citation is currently available.
United States District Court, S.D. New York.
Amy VELEZ et al. Plaintiffs, v.
NOVARTIS CORPORATION et al. Defendants.
No. 04 Civ. 9194(GEL). | April 5, 2006.
Attorneys and Law Firms
Steven Wittels and Jeremy Heisler, Sanford, Wittels & Heisler, LLP, New York, New York, David W. Sanford and Lisa Goldblatt, Sanford, Wittels & Heisler, LLP, Washington, DC, Grant Morris, Law Offices of Grant E. Morris, Washington, DC, for Plaintiffs.
Andrea Christensen and Jordan Schwartz, Kaye Scholer LLP, New York, New York, for Defendant.
Opinion
OPINION AND ORDER
LYNCH, J.
*1 Plaintiffs in this putative class action move for a judicial finding and order that defendant Thomas Ebeling has been validly served. The motion will be granted.
Defendant Ebeling is the Chairman of the Board of Directors of defendant Novartis Pharmaceuticals Corporation (“NPC”). The corporate headquarters of NPC is in East Hanover, New Jersey. Deposition testimony from Gary Rosenfeld, Vice President for Finance and Business Administration of co-defendant Novartis Corporation, an affiliate of NPC, establishes that Ebeling, a citizen of Germany who resides in Switzerland, travels to the NPC headquarters approximately ten times per year and stays from one to three days per trip, although Ebeling does not have a personal office there. While in NPC’s New Jersey office, Ebeling reviews NPC’s business performance, is involved in the development of NPC’s business plan, and makes human resources decisions.1 Ebeling himself, the person with the greatest knowledge of the extent of his contacts with the New Jersey headquarters, has not provided an affidavit regarding his presence there in connection with this motion.

1

Defendant repeatedly emphasizes the testimony of

another Novartis official, Judy O’Hagan, that Ebeling

visits the New Jersey offices on a “quarterly” basis,

while simultaneously deriding O’Hagan’s testimony as

“hearsay.” Defendant ignores Rosenfeld’s testimony,

even though he cites for another purpose the very page

on which Rosenfeld gives apparently first-hand

testimony that Ebeling’s visits are far more frequent

than quarterly. While it is true that plaintiffs relied

principally on O’Hagan’s testimony, rather than

Rosenfeld’s, in their opening brief, defense counsel’s

insistence on a “fact” that is known to be contradicted

by more persuasive testimony is questionable

advocacy.

Under N.Y. C.P.L.R. § 308(2), service may be effected by “delivering the summons within the state to a person of suitable age and discretion at the [person’s] actual place of business ... and ... by mailing the summons by first class mail to the person to be served at his ... actual place of business.” The question for decision is thus whether the New Jersey corporate headquarters is an “actual place of business” of Ebeling, the Chairman of the Board.2

2

Both parties focus almost exclusively on the issue of

whether the New Jersey office is Ebeling’s actual place

of business. Neither party notes, even in passing, that

while § 308(2) authorizes service to an individual’s

actual place of business “within the state,” East

Hanover, New Jersey, is most certainly not within New

York. However, § 313 states that a person “subject to

the jurisdiction of the courts of the state ... may be

served with the summons without the state, in the same

manner as service is made within the state.” Because

neither party has raised, much less briefed, the

jurisdictional issue, and because Ebeling claims that

“[t]he submission of [his memorandum in opposition]

does not constitute an admission that [he] is a party to

this proceeding or that this Court has jurisdiction over

him” (Def.Mem.2), the only issue presented by this

motion is the question of whether Ebeling was served at

his “actual place of business.” The Court, therefore,

makes no ruling and expresses no opinion on its

jurisdiction over Ebeling in this matter, or on whether

Ebeling has waived any objections to jurisdiction by

not raising them in response to plaintiffs’ instant

motion or in any other way.

Plaintiffs do not challenge Ebeling’s assertions that the New Jersey office is not his principal office or his principal place of business, and that he spends most of his time in Germany or Switzerland. However, New York law is clear that a person can have more than one “actual place of business” for the purposes of § 308(2). See, e.g., Velez v. Vassallo, 203 F.Supp.2d 312, 325 (S.D.N.Y.2002), citing Gibson, Dunn & Crutcher LLP v. Global Nuclear Servs. & Supply, Ltd., 721 N.Y.S.2d 315,
1

Velez v. Novartis Corp., Not Reported in F.Supp.2d (2006)
317 (1st Dep’t 2001). In the absence of any factual showing by defendant, the record does not make clear the extent of Ebeling’s other business activities, his role in NPC’s European parent, or how much of NPC’s business he conducts from Europe. The record does make clear, however, that the offices in East Hanover, New Jersey, are the principal place of business of NPC, that Ebeling is the Chairman of NPC’s Board of Directors, that Ebeling visits those offices on nearly a monthly basis and stays an average of two days on each visit, and that he conducts business while he is there. Indeed, while it is perfectly normal for the Chairman of the Board of a corporation to have offices, and even a principal office, elsewhere (such as at the headquarters of a parent corporation), it is a somewhat surprising notion that the headquarters of a corporation is not at least an “actual place of business” of the Chairman of the Board when, as here, he visits the headquarters with some regularity.
*2 The cases cited by Ebeling do not hold otherwise. Ebeling is correct that the mere fact that an individual is an officer or director of a company does not automatically make the company’s headquarters the individual’s actual place of business. Anon Realty Assoc., L.P. v. Simmons Stanley Ltd., 583 N.Y.S.2d 778 (Sup.Ct.1992). However, the facts here show not merely that Ebeling is the Chairman of NPC, but also that he visits the New Jersey office on an almost-monthly basis. In Anon Realty and National Union Fire Insurance Co. v. Forman 635 Joint Venture, 94 Civ. 1312, 1996 WL 272074 (S.D.N.Y. May 21, 1996), both cited by Ebeling, the individuals who challenged jurisdiction had never been to the offices in question. Similarly, Ebeling’s reliance on Robins v. Max Mara, U.S.A., Inc., 923 F.Supp. 460 (S.D.N.Y.1996), is to no avail. The Robins Court held that a foreign-resident Chairman of the American arm of a multi-national enterprise was not properly served because plaintiff in that case failed to comply with the specific demands of the mailing prong of § 308(2). The subsequent discussion, concerning whether the Chairman’s “actual place of business” was at the company’s New York headquarters, was pure dicta, and it is perhaps for that reason the Robins Court did not discuss in any detail the frequency or the purposes of the Chairman’s trips to the office there at issue. Id at 469.
Alternatively, Ebeling argues that plaintiffs have failed to comply with § 308(2)’s requirement that the summons be left with a “person of suitable age and discretion,” because the summons was left with a “non-employee security guard.” This argument verges on the frivolous. New York courts have upheld service on, for example, a

receptionist. See, e.g., Oxhandler v. Sekhar, 451 N.Y.S.2d 100 (1st Dep’t 1982). In the context of a suburban business campus, a security guard at the entrance to a facility serves a similar function. As with residents of private residential communities, corporations and their executives cannot insulate themselves from service by placing a receptionist at a perimeter location removed from the actual office building, or by subcontracting the receptionist’s function to an independent contractor such as a security firm. See Costine v. St. Vincent’s Hosp. & Med. Ctr., 570 N.Y.S.2d 50 (1st Dep’t 1991) (finding service proper where summons was left with a security guard at the entrance to a private residential community). The process server’s affidavit demonstrates that the security guard here was to all appearances a person of suitable age, and the security guard’s own affidavit with respect to his handling of the summons demonstrates that he was indeed a person of suitable discretion, who handled the matter precisely as he should have.
The purpose of § 308(2) is to assure that the defendant has “fair notice” of the suit and to afford him an opportunity to litigate. Karlin v. Avis, 326 F.Supp. 1325, 1329 (E.D.N.Y.1971). There is no question whatsoever that fair notice has been satisfied here. Ebeling is not a simple foreign citizen and resident who should be served under the Hague Convention before being held to answer a lawsuit in the United States. He is the Chairman of the Board of a Delaware corporation having its principal place of business just 26 miles from this courthouse, and he regularly does its business there. Plaintiffs’ method of service, which was in accord with New York law, was perfectly calculated to insure that Ebeling would receive notice of the lawsuit, and Ebeling has clearly received such notice. It is not particularly clear from the complaint that Ebeling will ultimately prove an appropriate defendant in this case, even if plaintiffs’ claims against their corporate employer prove meritorious. But gamesmanship about technicalities of service is not a proper way to raise whatever defenses he may have to those claims. More typically, as in this case, it is a waste of the Court’s time and the parties’ resources, and it is particularly so when defendant’s argument ignores crucial facts and does not deign to provide the defendant’s own account of the facts relevant to the issue. Ebeling has been properly served, and plaintiffs’ motion is granted.
*3 SO ORDERED.
	  

2

 
 Case 1:04-cv-09194-CM Document 313 Filed 11/30/10 Page 1 of 6

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

AMY VELEZ, PENNI ZELINKOFF, )

MINEL

HIDER

TOBERTGA, )

MICHELLE WILLIAMS, JENNIFER )

WAXMAN-RECHT, KAREN LIGGINS, )

LORI HORTON, HOLLY WATERS, )

WENDY

PINSON,

ROBERTA )

VONLINTEL, CATHERINE WHITE, )

KELLY CORBETT, JAMIE HOLLAND, )

JOAN DURKIN, SIMONA LOPES, )

MARYANNE JACOBY, and MARTA )

DEYNE,

)

)

Individually and on Behalf of Others

)

Similarly Situated,

)

)

PLAINTIFFS,

)

)

v.

)

)

NOVARTIS PHARMACEUTICALS

)

CORPORATION,

)

)

DEFENDANT.

)

/;;__ il
lj~~~#:__
(!DATE FILED: -·.II r~IJ_Q__
04 Civ. 09194 (CM)

FINAL JUDGMENT AND ORDER OF APPROVAL OF CLASS ACTION SETTLEMENT AND DISMISSAL WITH PREJUDICE
WHEREAS this matter comes before the Court on the joint request of Plaintiffs Amy Velez, Penni Zelinkoff, Minel Hider Tobertga, Michelle Williams, Jennifer Waxman-Recht, Karen Liggins, Lori Horton, Holly Waters, Wendy Pinson, Roberta Vonlintel, Catherine White, Kelly Corbett, Jamie Holland, Joan Durkin, Simona Lopes, Maryanne Jacoby and Marta Deyne and a class of persons similarly situated ("Class Representatives" or "Plaintiffs") and Defendant Novartis Pharmaceuticals Corporation ("Defendant") for (a) final approval of the Settlement of this case as memorialized in the Settlement Agreement, dated July 14, 2010, and (b) entry of a Judgment and Order dismissing this action with prejudice; and

Case 1:04-cv-09194-CM Document 313 Filed 11/30/10 Page 2 of 6
WHEREAS, Plaintiffs and Defendant entered into the Agreement to settle this Class action; and
WHEREAS, the Court entered an Order Preliminarily Approving Settlement, dated July 14, 2010, preliminarily certifying the proposed Class for settlement purposes under Federal Rule of Civil Procedure 23, ordering Notice to Class Members, and scheduling a Final Fairness Hearing for November 19, 2010; and
WHEREAS, the Court has reviewed and considered the proposed Settlement Agreement and the submissions of the parties in support thereof, and has held oral argument at the Final Fairness Hearing in this matter on November 19,2010,
NOW THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED AS FOLLOWS: 1. Definitions. For purposes of this Order, the Court adopts by reference the definitions set forth in the "Definitions" section of the Settlement Agreement. 2. Class Action Requirements. The Court finds that the requirements of Federal Rule of Civil Procedure 23 have been met, in that:
a. The Settlement Class is so numerous that joinder of all members is impracticable; b. There are questions of law and fact common to the Settlement Class, which
questions predominate over any questions affecting only individual members; c. The Settlement Class Representatives' claims are typical of the other Settlement
Class Members' claims; d. The Settlement Class Representatives and Settlement Class Counsel have fairly
and adequately protected the interests of the Settlement Class and absent Settlement Class members. The Settlement Class Members retained counsel
2

Case 1:04-cv-09194-CM Document 313 Filed 11/30/10 Page 3 of 6
experienced in bringing class action and civil rights litigation. 3. Certification of the Settlement Class. The requirements of Federal Rule of Civil
Procedure 23(b)(2) and (b)(3) having been met, the Court certifies the following Settlement Class for the purpose of effectuating the Settlement:
All women who are currently holding, or have held, a sales-related position with Novartis Pharmaceuticals Corporation, including those who have held positions as Sales Representatives, Sales Consultants, Senior Sales Consultants, Executive Sales Consultants, Sales Associates, Sales Specialists, Senior Sales Specialists and District Managers I, from the start ofthe class period, July 15, 2002, through the Preliminary Approval date (July 14, 2010) and excluding individuals who opt out of the settlement on a timely basis. 4. Notice. The Court finds that dissemination of the Notice as provided for in the Preliminary Approval Order constituted the most effective and practicable notice, under the circumstances, to all Settlement Class Members concerning the pendency of this action, the proposed Settlement, the claim form process and instructions, and the final fairness hearing, and constituted due and sufficient notice to all persons entitled to receive notice required by due process and Rule 23(b)(2) and (b)(3) ofthe Federal Rules of Civil Procedure and any other applicable law. 5. Final Approval of the Agreement. The Court finds that the proposed Agreement is APPROVED as fair, reasonable and adequate, pursuant to Rule 23(e)(l)(C) of the Federal Rules of Civil Procedure. The Court further finds that each and every term, provision, condition and agreement of the Settlement Agreement, including all exhibits
3

Case 1:04-cv-09194-CM Document 313 Filed 11/30/10 Page 4 of 6
thereto, apply and are adopted, incorporated, and made part of this Judgment, as if copied herein in extensor, and shall be effective, implemented and enforced as provided in the Settlement Agreement. 6. Monetary Relief. Defendant is required to pay the monetary relief to the class in the total amount of $152,500,000.00, as fully set forth in the Settlement Agreement and allocated as follows:
a. $60,000,000.00 committed to back pay for class members; b. Up to approximately $40,000,000.00 is available to be awarded as compensatory
damages for class members who file Claims Forms as set forth in the Agreement; c. $9,835,500.00 committed to testifying witnesses, class representatives and
deponents; d. $164,500.00 committed to cy pres awards; e. $38,125,00.00 committed to attorneys' fees; and f. Approximately $2,375,000.00 committed to payment of administrative settlement
costs; and g. $2,000,000.00 committed to reimbursement of litigation expenses. 7. Non-monetary Relief. Defendant is required to implement each and every programmatic relief measure set forth in the Settlement Agreement, with Defendant's compliance with such relief measures subject to monitoring by Class Counsel and the Compliance Master. 8. Compensatory Damage and Service Awards. The Court approves the awards of compensatory damages and service awards ranging from $175,000 to $425,000 to the 26 Named Plaintiffs and Testifying Witnesses, and an award of $25,000 in service payments to each of the 20 deponents, as set forth in the Settlement Agreement, which the Court
4

Case 1:04-cv-09194-CM Document 313 Filed 11/30/10 Page 5 of 6
approves for the reasons stated in the opinion approving the Settlement. 9. Appointments. The Court appoints The Hon. William B. Wetzel (ret.) as Claims
Adjudicator and Dr. Neal A. Gelfand as Court Monitor pursuant to the relevant provisions of the Settlement Agreement. 10. Jurisdiction. The Court finds that it has jurisdiction over the subject matter of the Action, the Settlement Class Representatives, the other Settlement Class Members, and the Defendant. Without affecting the finality of the Judgment, the Court reserves exclusive and continuing jurisdiction and venue with respect to the consummation, implementation, enforcement, construction, interpretation, performance and administration of the Agreement and/or Judgment. 11. Attorneys' Fees, Costs and Expenses. The Court awards to Settlement Class Counsel Attorneys' fees in the amount of$38,125,000.00 and costs and expenses in the amount of $2,000,000.00, which amounts the Court finds are fair, adequate and reasonable. The amounts shall be paid out of the Settlement Fund by the Claims Administrator no later than thirty-five (35) calendar days after the Effective Date as defined in the Settlement Agreement. 12. Dismissal With Prejudice. The Class Action Is hereby DISMISSED WITH PREJUDICE. 13. Confidential or Highly Confidential Information. The Court hereby orders that all discovery materials marked as containing Confidential or Highly Confidential Information be returned to the producing party or destroyed pursuant to the Court's Protective Order of October 25, 2005. 14. Entry of Judgment. There being no just reason to delay entry of this Judgment, the Clerk
5

Case 1:04-cv-09194-CM Document 313 Filed 11/30/10 Page 6 of 6 of the Court is ordered to enter this Judgment forthwith, pursuant to Rule 54(b) of the Federal Rules of Civil Procedure.
Honorable Colleen McMahon UNITED STATES DISTRICT JUDGE
6

 
 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

AMY VELEZ, PENNI ZELINKOFF, )

MINEL

HIDER

TOBERTGA, )

MICHELLE WILLIAMS, JENNIFER )

WAXMAN-RECHT, KAREN LIGGINS, )

LORI HORTON, HOLLY WATERS, )

WENDY

PINSON,

ROBERTA )

VONLINTEL, CATHERINE WHITE, )

KELLY CORBETT, JAMIE HOLLAND, )

JOAN DURKIN, SIMONA LOPES, )

MARYANNE JACOBY, and MARTA )

DEYNE,

)

)

Individually and on Behalf of Others

)

Similarly Situated,

)

)

PLAINTIFFS,

)

)

v.

)

)

NOVARTIS PHARMACEUTICALS

)

CORPORATION,

)

)

DEFENDANT.

)

04 Civ. 09194 (CM)

DECISION APPROVING CLASS ACTION SETTLEMENT McMahon,J.

I. INTRODUCTION The class action gender discrimination matter before this Court has been pending since
2004. At the close of more than seven years of litigation, this Court presided over a seven-week trial. After a verdict was returned for each Testifying Plaintiff and the Class of over 5,600 female sales force employees, the Parties entered into arm's length settlement discussions and ultimately reached a Settlement Agreement ("SA") affording significant nonmonetary and monetary relief. The Settlement Class expands beyond the initial certified Class Period of five years to include a total of 6,206 female sales employees who worked at Novartis at any point in an eight-year period, running from the start of the Class Period (July 15, 2002) to the preliminary approval date (July 14, 201 0).
Plaintiffs sought to obtain equitable relief that would substantially improve Novartis Pharmaceutical Corporation's ("Novartis" or "NPC") employment practices in order to ensure that all members of its sales force are treated fairly. As described in the Joint Declaration of Class Counsel filed in support of this motion, the Settlement fulfills the primary purpose of the litigation by setting forth substantial programmatic relief. This relief includes, but is not limited to, requirements that NPC (1) strengthen its complaint process to ensure employees can safely raise concerns and that their concerns will be addressed in a timely and thorough fashion: (2) retain, with the input of Class Counsel, an external specialist to design an annual adverse impact analysis of its performance ratings to determine if there are any significant gender disparities, to share the results of such analyses with Class Counsel, and to institute remedies where appropriate; (3) retain, with the input of Class Counsel, an external Compensation and Benefits specialist to design a base salary pay-in-range analysis and annual adverse impact analysis of rate of pay to determine if there are any significant gender disparities, to share the results of those
1

analyses with Class Counsel, and to make adjustments to that compensation system in the next pay cycle where necessary; (4) retain, with the input of Class Counsel, an external specialist to design an adverse impact analysis pertaining to promotions to first-line managers to determine if there are any significant gender disparities, to share the results of such analyses with Class Counsel, and to institute remedies where appropriate; (5) adopt and circulate a sexual harassment policy that covers coworker and customer harassment and include in its bi-annual employee survey questions about work-life balance, sharing with Class Counsel a summary of any remedial action taken by NPC in response to the bi-annual survey results; and (6) be monitored in its compliance with the programmatic relief terms by a Court-appointed Compliance Master. (SA ~~7.1-7.45). The Settlement Agreement dictates that Class Counsel-for three years-must actively track the implementation of the programmatic relief provisions in the Settlement and aid the Compliance Master in assuring compliance with its terms. (SA ~~7.2, 7.39-7.41).
In addition, Plaintiffs and the Class have also achieved a resolution of the monetary dispute regarding pay, promotion and pregnancy. Specifically, Class Members will receive the entire back pay award calculated by Plaintiffs' expert labor economist, and they will have the opportunity to receive additional awards based on their claims tor compensatory damages, up to the full $300,000.00 provided tor by law.
On July 14, 20 I 0, this Court preliminarily approved the entire Settlement Agreement as fair, reasonable and adequate. The Court also approved as to form and content the proposed Notice and Claim Form materials; directed the mailing of these materials; certified the Settlement Class; and scheduled a Final Fairness Hearing to be held on November 19, 2010 on the question of whether the proposed Settlement should be finally approved as fair, reasonable and adequate as to the Settlement Class Members.
2

Plaintiffs now move for: ( 1) final certification of the Settlement Class; and (2) final approval of the Settlement, including the award of (a) service payments for the 26 Named Plaintiffs and Testifying Witnesses and 20 Deponents, all of whom significantly contributed to the success of this action; and (b) attorneys' fees and expenses as detailed herein.
The motion is granted.
II. SUMMARY AND FACTUAL BACKGROVND A. FILING OF THE COMPLAINT AND EXTENSIVE CLASS, MERITS, AND DAMAGES DISCOVERY This class litigation ("Class Matter") began in 2003, when the lead ~amed Plaintiff, Amy
Velez, filed her original charge of discrimination against Novartis with the District of Columbia EEOC, alleging discriminatory conduct relating to pay, promotion and pregnancy. In late 2004, several individual complaints, including Ms. Velez's, were consolidated into a single Class Complaint and filed in the Southern District of New York on behalf of five of the Named PlaintifTs. Joint Declaration of David W. Sanford and Katherine M. Kimpel at ~7 (hereinafter "Joint Dec."). An Amended Complaint, adding seven more Named Plaintiffs, was filed on February 23, 2005. The Complaint was amended two additional times, with the final, Fourth Amended Complaint ("Class Complaint") filed on March 13, 2006. Joint Dec. ~8. Prior to the filing of the Class Complaint in 2006, the Parties had fully briefed the Defendant's first motion for summary judgment, although it was ultimately withdrawn. Joint Dec. ~9.
The Parties proceeded to a lengthy class certification discovery process, including depositions of 11 Novartis corporate designees. In addition, Class Counsel prepared the declarations of 87 female Novartis employees from 31 states. During the certification discovery phase, the PlaintifTs produced more than 28,000 pages of documents, and Novartis deposed two
3

experts and 17 class representatives nationwide. Joint Dec. ~1 0. Class Counsel filed their :viotion for Class Certification on January 16, 2007, and the
extensive briefing by both Parties was complete on April 16,2007. The Court granted Plaintiffs' Class Motion, certified the Class, and appointed the current Class Counsel (who theretofore
represented all the Plaintiffs jointly) on July 31, 2007. Joint Dec. •p I. Defendant Novartis then
filed a Petition for Permission to Appeal Class Certification Order with the United States Court of Appeals for the Second Circuit. The Plaintiffs tiled a brief opposing the Petition, and the Petition was denied. Joint Dec. ~ 12.
After the Class was certified, the Parties engaged in extensive merits, expert and damages discovery, which included scores of fact and expert depositions throughout the United States. Joint Dec. ~13. Novartis iiled two more motions for summary judgment, which the Plaintiffs vigorously opposed and which were ultimately unsuccessful. The Parties also engaged in extensive pretrial motions practice. Joint Dec. ~14.
In all, over the past seven years, Plaintiffs: produced I09 declarations in support of class certification: took and defended approximately 107 depositions from coast to coast; reviewed and produced approximately 40,000 pages of documents to Novartis; reviewed and catalogued approximately 3.7 million pages of documents produced by Novartis; engaged two testifying expert witnesses, four consulting experts and four trial consultants; produced eight expert reports; drafted and filed voluminous briefing, including, but not limited to, class certification briefs, interlocutory appeals, summary judgment briefing, and pre-trial filings, including ten motions in limine (as well as oppositions to 11 motions in limine filed by Novartis); identified over 1,300 trial exhibits, most of which were admitted during a full-day conference with the Court; prepared and presented 17 witnesses and called eight hostile witnesses at trial; and filed
4

with the Court over 750 proposed findings of fact and conclusions of law. Joint Dec. ~15. In furtherance of these efforts, to date, Class Counsel has spent $1,891,098.31 in out-of-pocket expenses and dedicated 36,996.77 hours to this Class Matter, drawn from the efforts of no fewer than 68 attorneys and staff members.
B. TRIAL After the seven years of litigation and the seven weeks of trial, a nine-member jury returned a verdict for Plaintitis on each of the three class claims, awarded $250 million in punitive damages to the Class as a whole, and awarded a total of $3.36 million in compensatory damages to 12 Testifying Witnesses. The jury found that Novartis discriminated against female sales representatives, district managers and area sales managers ("Class Members") in decisions regarding pay and promotion to tirst-level manager positions from July 15,2002 through November 30,2007. In addition, the jury found Novartis discriminated against pregnant Class Members with respect to the terms and conditions of their employment. Both the fact and scale of the verdict and resulting awards garnered significant national and international attention. Under this schedule, following the jury verdict, this Court was supposed to order the appropriate back pay award in light of the verdict; to decide the disparate impact claims, which the Parties previously argued to the Court; to order what at1irmative, programmatic relief was required: and to appoint Special Masters to hold individual hearings for Class Members who wanted to assert claims for compensatory damages. However, these actions all were held in abeyance after the Parties informed the Court that they would embark on serious settlement negotiations. Nonetheless, this Class Matter significantly engaged the resources of the Court and its
5

statT in the past year alone. Having taken over the case when my colleague Judge Lynch was confirmed to a seat on the United States Court of Appeals for the Second Circuit, the Court had to resolve numerous disputes between the Parties during the final eight months of discovery, rule on the summary judgment motion, manage the pre-trial activity, and then preside daily over the lengthy triaL
The Class Members and Class Representatives who attended the trial came from across the United States. For many of those Testifying Witnesses (and non-testifying witnesses who were Class Representatives), their testimony was the culmination of involvement in this lawsuit that began years ago--in some instances, as long ago as 2003. These individuals exposed themselves to professional risk and emotional upheaval, overcoming fears of possible scorn of friends and colleagues and, in some cases, the displeasure of family members. Each courageously came forward and told her story on paper, in depositions, and (for some) at trial. Joint Dec. ~!40.
C. SETTLEMENT NEGOTIATIONS Soon after the jury verdict, the Parties entered into arm's length, hard-fought, laborintensive negotiations. In addition to Class Counsel and Defendant's Counsel, Cravath Swaine & Moore, LLP (including Cravath's Managing Partner, Evan Chesler), both Novartis's In-House Counsel and various Corporate Executives took part. Those negotiations culminated on July 14, 20 I0, when the Parties entered into a 66-page Settlement Agreement. D. SETTLEMENT AGREEMENT That Settlement Agreement provides for robust, class-wide nonmonetary and monetary relief valued at up to $175 million, including, inter alia, the following: 1. Novartis will implement proactive equal employment opportunity measures detailed
6

in the Settlement Agreement. 2. Novartis will increase the size of the Human Resources Business Partners statl and
the Employee Relations Group. 3. Novartis will revise its policies and processes for investigating discrimination claims. 4. Novartis will revise the timing and function ofthe '·clarification meeting." 5. Novartis will train its staff on the changes as detailed in the Settlement Agreement. 6. Novartis will implement specified changes to its performance evaluation system and
provide mandatory training for all managers regarding that system. 7. Novartis will retain an external specialist to design and carry out an annual adverse
impact analysis of ratings. 8. Novartis will create an appeals process for employees who disagree with their
performance ratings. 9. Novartis will work with an external Compensation and Benefits specialist to design a
base salary pay-in-range analysis and subsequent adverse impact analysis of annual rates of pay. 10. Novartis will implement changes to its promotional policies. 11. Novartis will implement changes to its Management Development Program ("MDP") training. 12. Novartis will implement changes to its tracking and monitoring of promotional oppo rtuni ties. 13. Novartis will retain an external specialist to design and carry out an adverse impact analysis with respect to the pool of employees qualified for and interested in promotions to first-line manager.
7

14. Novartis will work with two outside consultants to improve the overall culture of the company.
15. The Court will appoint a Compliance Master to monitor the company's implementation of the terms of Section VII of the Settlement Agreement.
16. Novartis will report annually to Class Counsel detailing its compliance with Section VII of the Settlement Agreement. Novartis and Class Counsel will thereafter submit a report to the Compliance Master.
17. Novartis will pay $152.5 million into a Settlement Fund to satisfy (a) back pay, (b) compensatory damage claims, (c) attorneys' fees and costs associated with this litigation, and (d) administrative fees, costs and expenses incurred in connection with administering the Settlement Fund. The $152.5 million is earmarked as follows: $60 million is committed to back pay for the class, which represents full value according to analysis by Plaintiffs' expert; approximately $40 million is allocated to a compensatory damages fund, which can be accessed by Class Members who submit claim forms; approximately $10 million is committed to Testifying Witnesses, Class Representatives, and Deponents, and includes $164,500.00 committed to cy pres awards outlined below; $38,125,000.00 ts committed to attorneys' fees; approximately $2.375 million is committed to payment of administrative settlement costs; and up to $2 million is committed to reimbursement of litigation expenses. Any portion of the compensatory damages fund that is not awarded as a result of the claims process will revert back to Novartis.
8

18. Novartis will distribute a total of $164,500.00 in seven equal portions to the following organizations as a cy pres award, in accord with the Settlement Agreement at paragraph 8.8. a. The American Association of University Women, a 50l(c)(3) with a long history of working for the interests of girls and women across the United States and with programs that include the funding of $3.2 million in graduate grants and the publishing of reports such as Behind the Pay Gap, an analysis of genderrelated pay disparities. b. The Employee Rights Advocacy Institute for Law and Policy, a 501(c)(3) that uses a multidisciplinary approach in combination with innovative legal strategies, policy development, grassroots advocacy, and public education to help ensure that American workplaces are free of discrimination, harassment and retaliation. c. The Impact Fund, a 501 (c)(3) dedicated to seeking civil rights and environmental and economic justice that provides (i) counseling, advice and assistance on procedural and substantive issues that arise in complex litigation, and (ii) high-quality training programs on various aspects of class action and impact litigation to these ends. d. The Institute for Women's Policy Research, a 50l(c)(3) that employs economists and other social scientists to conduct research on issues related to women in the workplace, including studies on paid parental leave, work flexibility, and breastfeeding in the workplace. e. The National Partnership for Women and Families Employment Pro.iect a 501(c)(3) that focuses on the Family Medical Leave Act and work and family-
9

related issues, often partnering with corporations and other employer groups to find creative solutions to work-life balance issues. f The National \Vomen's Law Employment Project, a 501(c)(3) that educates the public and the legislature regarding the needs of women in the workplace, including a "Stop Discounting Women" campaign to address pay disparities. g. Workplace Fairness, a 50 I(c)(3) that provides information, education, and assistance to individual workers and their advocates nationwide and promotes public policies that advance employee rights through efforts to make information about workers' rights more readily accessible and by sharing the employee perspective in publications, policy debates, and public discussion. 19. This Court has appointed Rust Consulting ("Rust") as the Claims Administrator, in accord with paragraph 10.2 of the Settlement Agreement. 20. This Court will appoint at least one Claims Adjudicator, in accord with paragraph 10.3 of the Settlement Agreement. (The parties have been advised that, in connection with final approval of the settlement, the Court intends to appoint The Hon. William B. Wetzel, retired Judge of the New York Court of Claims, as the first Claims Adjudicator; additional Claims Adjudicators will be appointed if the burden on Judge Wetzel becomes too great). E. NOTICE TO THE CLASS, EXCLUSIONS, OBJECTIONS AND CLAIM FORMS The following facts are distilled from the Declaration of Stacy L. Roe, Senior Project Administrator for Rust (hereinafter "Rust Dec."). On September 8, 2010, Rust Consulting, as Settlement Administrator, sent ~otice of the Proposed Class Action Settlement to 6,212 Settlement Class Members. Rust Dec. ~9.
10

The deadline for requests for exclusion was 35 calendar days after the mailing date, or Wednesday, October 13, 2010. Only six Class Members, which represents approximately onetenth of one percent (0.00 1) of the Class, have timely excluded themselves from the Settlement. Rust Dec. ~13.
The deadline for objections to the Settlement was 45 calendar days after the mailing date, or Saturday, October 23,2010 (SA ~10.25). None of the 6,206 Class Members objected. Rust Dec. ~[16. The absence of objections underscores both the extraordinary nature of the relief obtained for the Class and the fairness of the Settlement as a whole.
As a result, all 6,206 Settlement Class Members will receive an automatic payment of their back pay award from the $60 million fund per the terms of the Settlement. as of November 12, 20 I0, Rust received 444 Claim Forms and 151 Riders to Claim Form, seeking additional compensation from the $40 million compensatory fund. Rust has seen a steady return of approximately 40 forms per week. Rust Dec. ,jl3. Based on this history -- along with the confidential communications in which Class Counsel continues to engage with interested claimants - PlaintifTs' Counsel anticipates significantly more compensatory claim forms to be filed prior to the final deadline of December 11, 20 I0.
The Claim Forms and Riders to Claim Form allow Class Members to seek compensatory damages under the Settlement Agreement. Class Members who submit a Claim Form may receive compensatory damages based on the number of months they worked at Novartis during the Settlement Class Period. These awards are distributed from the Maximum Class Award for Compensatory Damages, which totals approximately $40 million. The Claim Form asks for a reasonably detailed description of (1) the circumstances giving rise to the contention that gender
11

discrimination caused physical and/or emotional pain and suffering, and (2) the nature of the claimant's physical and/or emotional pain and suffering.
Class Members who believe that the pain and suffering they experienced as a result of Novartis' discriminatory treatment was particularly severe may choose to complete an additional form, the Rider to Claim Form, which may entitle them to an increase in compensatory damages up to a total of $300,000.00. The Rider requires Class Members to identify a medical professional who provided treatment during the Settlement Class Period for pain and suffering resulting from gender discrimination. Medical professionals must describe in writing, under penalty of perjury, the treatment provided during the relevant time period and attest that the treatment was for physical and/or emotional pain and suffering resulting from gender discrimination. The Claims Adjudicator will review the Claim Forms and Riders to evaluate eligibility and make final determinations regarding entitlement to compensatory awards. The Settlement Agreement sets aside $5 million from which the Claims Adjudicator may award compensatory damages based on submitted Riders. Any portion of the compensatory damages fund that is not awarded as a result ofthe claims process will revert back to Novartis.
F. POST-SETTLEMENT Since Rust sent Notice to Class Members two months ago, approximately 400 individuals have contacted Class Counsel's Washington, D.C. office. Call intakes range from two to 20 minutes, with the average lasting about 10 minutes. Joint Dec. ~30. These calls continue and will likely continue for some time. Class Counsel's staff assists with the substance of the Claim Forms; clarifies terms of the Settlement; explains what each Class Member must do in order to participate in the Settlement; and, in general, assists with the overall Settlement process. ld. In addition, Class Counsel has spent significant time working with Rust to handle anomalous
12

claimants and other issues that arise in this process. Joint Dec. ~31. Class Counsel will remain ( 1) directly involved throughout the three-year course of the
Settlement Agreement; (2) communicate with Class Members as needed; (3) address any issues regarding concerns of retaliation; (4) communicate with Novartis Counsel; and (5) in general, oversee the Settlement to ensure strict compliance with the terms of the Settlement Agreement. Joint Dec. ~~J29, 33, 34. In addition, as set forth above and the Settlement Agreement, many of the terms of the Programmatic Relief call for the involvement of Class Counsel. Class Counsel likely will need to enlist additional consultants to help carry out the attendant responsibilities. Joint Dec. ~34.
Class Counsel also will be available to provide the Court-appointed Claims Adjudicator with any necessary additional information and assistance during the one-time, 20-day remedial period for correcting incomplete submissions. Joint Dec. ,;32.
G. PROPOSED SERVICE AWARDS AND ATTORNEYS' FEES AND EXPENSES
Plaintiffs propose that service awards be granted to those individuals who significantly contributed to the litigation during the past seven years. Twenty deponents seek an award of $25,000.00 each. Twenty-five Named Plaintiffs and Testifying Witnesses seek an award of $125,000.00 each. And one Named Plaintiff, Amy Velez, who t1led the initial EEOC class-wide Charge of Discrimination in 2003 and who has championed this matter ever since, seeks a service award of $150,000.00. Plaintiffs seek, therefore, a total of $3,775,000.00 in service award payments, which represents only approximately 2.4 percent of the entire monetary award of $152.5 million (or approximately 2.1 percent of the entire value of the settlement of $175 million).
Plaintiffs also seek attorneys' fees in the amount of $38,125,000.00, which represents 25
13

percent of the entire monetary award and less than 22 percent of the Settlement value. Plaintiffs' Counsel staffed 25 attorneys and 43 law clerks and legal assistants (a total of 68 individuals) on this matter since 2003. Plaintiffs had six full-time attorneys (five of whom work in SWH's Washington, D.C. office) and three full-time legal assistants (all of whom \vork in SWH's Washington, D.C. office) on the trial team, complemented by an additional team of three attorneys and one legal assistant. In addition, Plaintiffs engaged four trial consultants fl-om DOAR Consulting, who assisted Class Counsel full-time throughout the trial \vith jury selection and trial presentation.
In all, Plaintiffs' Counsel spent 36,996.77 hours prosecuting this matter, which amounts to $16,320,113.25 in lodestar fees. Granting Plaintiffs' fee request would amount to granting Plaintiffs' Counsel a multiplier of approximately 2.4, which is well within the range of acceptability in the Second Circuit. Likewise, Plaintiffs' request for $2 million in expenses ( 1.1 percent of total recovery) is well below the average ratio of expense to litigation time and hours, which would predict expenses of approximately 2.8 percent of the total recovery. III. ARGUMENT
A. THE COURT SHOULD CERTIFY AS FINAL FOR SETTLEMENT PURPOSES A CLASS OF NOVARTIS FEMALE SALES FORCE EMPLOYEES
In its preliminary approval order dated July 14, 2010, this Court preliminarily certified a settlement class. Plaintiffs now request final certification of the following Class for settlement purposes:
All women who are currently holding, or have held, a sales-related position with Novartis Pharmaceuticals Cm]JOration, including those who have held positions as S'ales Representatives, Sales Consultants, Senior Sales Consultants, Executive Sales Consultants. Sales Associates, Sales Specialists, Senior Sales Specialists
14

and District Managers I, from the start (~{the class period, July 15, 2002, through the Preliminary Approval date (July 14, 201 0) and excluding individuals who opt out ofthe settlement on a timely basis.

The Court certifies the Settlement Class, because the Plaintiffs meet all of the requirements for

settlement class certification under Federal Rule of Civil Procedure 23.

As the initial and fundamental principle, it is important to remember that when

considering certit1cation in the context of a proposed settlement, "courts must take a liberal

rather than a restrictive approach." Cohen v. J.P. Morgan Chase & Co., 262 F.R.D. 153, 157-58

(E.D.l~. Y. 2009). In other words, many of the restrictions or considerations that come into play

in the standard certification analysis do not receive the same treatment at the settlement stage.

For example, although considerations of manageability weigh heavily in class

certification determinations before trial, manageability carries no weight at all in the settlement

context, where the purpose is to have no trial. See Amchem Products, Inc.. v. Windsor, 521 U.S.

591, 619-29 (1997). By the same token, manageability has little bearing in a case like this one,

which has already gone to trial, and where settlement avoids the prospect of further trials and

appeals.

Based on the remaining factors, the Novartis Class easily satisfies the low threshold for

certification of a settlement class.

•

The Novartis Settlement Class meets Rule 23(a)(1)'s numerosity requirement. There are

more than 6,000 Class Members and, consequently, joinder is impractical. See, ~'

Consolidated Rail Corp. v. Town of Hvde Park, 47 F.3d 473, 483 (2d Cir. 1995)

("'Numerosity is presumed at a level of 40 members."); In re Sonv Corp. Litig., No. 09-

MD-2102, 2010 U.S. Dist. LEXIS 87643, at *5 (S.D.N.Y. Aug. 24, 2010) ("The proper

inquiry is whether such joinder is impracticable, not whether it is impossible.") (citing

15

Robidoux v. Celani, 987 F.2d 931, 935 (2d Cir. 1993)); In re Marsh & McLennan

Companies, Inc. Sees. Litig,_, No. 04 Civ. 8144, 2009 U.S. Dist. LEXIS 120953, at *28

(S.D.N.Y. Dec. 23, 2009).

•

The Novartis Settlement Class also meets Rule 23(a)(2)'s commonality requirement. All

Class Members bring the common claim that Novartis discriminated against female sales employees with respect to wages, promotion and pregnancy. Sec, ~, Bellifemine v.

Sanofi-Avcntis, No. 07 Civ. 2207, 2010 U.S. Dist. LEXIS 79679, at *3-4 (S.D.N.Y. Aug.

5, 2010) ("The commonality requirement is met because the Named Plaintiffs' claims

involve allegations of common pay and promotion claim arising from the same alleged

policies and practices of the company.").

•

The Novartis Settlement Class satisfies Rule 23(a)(3)'s typicality mandate. All of the

Class Members' allegations, including those of the Named Plaintiffs, arise from the same

factual and legal circumstances. Specifically, the Class and the Named Plaintiffs are all

female Novartis sales employees alleging that Novartis discriminated against them on the

basis of their gender. See, ~' In re Tclik Sees. Litig., 576 F. Supp. 2d 570, 575

(S.D.N.Y. 2008) ("Typicality is satisfied if 'each class member's claim arises from the

same course of events, and each class member makes similar legal arguments to prove the defendant's liability.''') (internal citations omitted); Lenahan v. Sears, Roebuck & Co~, Civ. No. 02-45, 2006 U.S. Dist. LEXIS 60307, at *25-26 (D.N.J. July I0, 2006)

("lkre, 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 Novartis Settlement Class Representatives are adequate representatives under Rule

16

23(a)(4) because their interests are congruent with those of Class Members. See Toure v.

Cent. Parking Sys. ofN.Y., No. 05 Civ. 5237,2007 U.S. Dist. LEXIS 740456, at *18-19

(S.D.N.Y. Sept. 28, 2007) (noting that the "adequacy requirement exists to ensure that the

named representatives will 'have an interest in vigorously pursuing the claims of the

class, and have no interests antagonistic to the interests of other class members"') (citing

Dennev v. Deutsche Bank AG, 443 FJd 253, 268 (2d Cir. 2006)). In this, what it telling

is that not a single member of the class objected in any way to the terms negotiated and

approved by the Settlement Class Representatives.

•

Adequacy is further established where Class Counsel has "an established record of

competent and successful prosecution of large ... class actions ...."Reyes v. Buddha-

Bar NYC, No. 08 Civ. 2494, 2009 U.S. Dist. LEXIS 45277, at* Il-12 (S.D.N.Y. May 28,

2009). Here, Class Counsel, Sanford Wittels & Heisler LLP, has just the sort of

established record contemplated by the Rules. See, e.g., .fkllifemine, at *4 (approving a

nation-wide gender discrimination settlement and aft1rming specifically that attorney

David Sanford and the law firm of Sanford WitteIs & Heisler have such record).

Finally, the Settlement Class also meets Rule 23(b)(3 )'s requirement that common factual

allegations and a common legal theory predominate over any factual or legal variations among

Class Members and that class adjudication of this case is plainly superior to individual

adjudication. See Mohnev v. Shelley's Prime Steak, No. 06 Civ. 4270, 2009 U.S. Dist. LEX!S

27899, at* 11 (S.D.N.Y. Mar. 31, 2009).

o

All members of the Class are unified by common factual allegations. See

Bellifemine, at *4-5; Hnot v. Willis Group Holdings Ltd., 228 F.R.D. 476, 483

(S.D.N.Y. 2005). Here, those allegations are: that Novartis favored male sales

17

force employees over females in compensation and promotion and that Novartis

favored non-pregnant sales force employees over pregnant sales force employees

in the terms and conditions of their employment.

o

Class resolution will conserve judicial resources because it is more efficient for

Class Members to resolve this suit on a Class-wide basis than to bring their claims

piecemeal. Mohney, at* 12.

o

This case has already been adjudicated for nearly seven years, through the trial

stage on behalf of the Class. To divide this Class of over 6,000 women would

risk scores of repetitious individual lawsuits and would fracture what would

certainly become the appellate stage of that litigation. See deMunecas v. Bold

Food, LLC, No. 09 Civ. 440,2010 U.S. Dist. LEXIS 87644, at *9 (S.D.N.Y. Aug.

23, 2010) (noting that class certification would "not only achieve economies of

scale for putative class members but will also conserve the resources of the

judicial system and ... prevent inconsistent adjudications of similar issues and

claims").

For all these reasons, the Settlement Class is approved.

B. THE SETTLEMENT IS APPROVED

1. The Law Favors Class Action Settlements.

Courts generally favor the resolution of civil actions, particularly class actions, through

settlement. In In re EVCI Career Colleges Holding Corp. Sees. Litig., this Court reaffirmed the

well-established "general judicial policy favoring settlement." No. 05 Civ. 10240, 2007 U.S.

Dist. LEXIS 57918, at *10 (S.D.N.Y. July 27, 2007) (internal citation omitted). See also

McReynolds v. Richards-(gntave. 588 F.3d 790, 804 (2d Cir. 2009) (citing Wal-Mart Stores,

18

Inc. v. Visa U.S.A., Inc., 396 F.3d 96, 116 (2d Cir. 2005)); In re Paine WebberLtd. Partnerships Litig., 147 F.3d 132, 138 (2d Cir. 1998); In re Telik Sec. Litig., 576 F. Supp. 2d at 575: Clark v. Ecolab, Inc., Nos. 07 Civ. 8623, 06 Civ. 5672, 04 Civ. 4488, 2010 U.S. Dist. LEXIS 47036, at *17-18 (S.D.N. Y. May 11, 201 0) ("public policy favors settlement, especially in the case of class actions"); Dupler v. Costco Wholesale Corp., 705 F. Supp. 2d 231 (E.D.N.Y. 2010); Khait v. Whirlpool Corp., No. 06-6381, 2010 U.S. Dist. LEXIS 4067, at *12 (E.D.N.Y. Jan. 20, 2010}; Mohney, at *12-13.
2. The Settlement Agreement Meets the Second Circuit's Standard for Approval under Rule 23(c).
In order to approve a class action settlement, a district court "must determine whether the settlement, taken as a whole, is fair, reasonable, and adequate." In re EVCI Career Colis., at *I 0; see also McReynolds, 588 F.3d at 800; Joel A. v. Giuliani, 218 F. 3d 132, 138 (2d Cir. 2000); Grant v. Bethlehem Steel Corp., 823 F.2d 20, 22 (2d Cir. 1987); In re Veeco Instruments Sees. Litig., No. 05 MDL 1695, 2007 U.S. Dist. LEXIS 85629, at *17 (S.D.N.Y. Nov. 7, 2007). Federal courts within this Circuit make the fairness determination based upon "two types of evidence:'' (1) substantive and (2) procedural. Wal-Mart Stores, 396 F.3d at 116 ("A court determines a settlement's fairness by looking at both the settlement terms [substantive] and the negotiating process leading to settlement [procedural]") (emphasis added); see also In re Telik, 576 F. Supp. at 575; Hertzberg v. Asia Pulp & Paper Co., 197 Fed. Appx. 38, 40 (2d Cir. 2006). Substantive evidence includes a comparison of the substantive terms of the settlement with the likely rewards of litigation. Protective Comm. For Indep. Stockholders of TMT Trailer Ferry.
Appx. 194, 197 (2d Cir. 2010); Clark, at *17; deMunecas, at *10. Procedural evidence includes whether the settlement is the product of arm's length negotiations between experienced counsel
19

and is untainted by collusion. D' Amato v. Deutsche Bank, 236 F.3d 78, 85 (2d Cir. 2001 ); see
also In re Sony Corp., at *10-11; deMunecas, at *10; Taft v. Ackermans, No. 02 Civ. 7951, 2007
U.S. Dist. LEXTS 9144, at *14-15 (S.D.N.Y. Jan. 31, 2007). Given the prevailing policy in favor of settlement, there is a strong, bedrock presumption
that a negotiated settlement is "fair and reasonable." Absent a substantial number of objectors or "evidence of fraud or overreaching, courts have consistently refused to act as Monday morning quarterbacks in evaluating the judgment of counsel." Strougo ex rei Brazilian Equity Fund. [nc. v. Bassini, 258 F. Supp. 2d 254, 257 (S.D.N.Y. 2003) (citations omitted); see also Wal-Mart Store~, 396 F.3d at 116 (''A presumption of fairness, adequacy and reasonableness may attach to a class settlement reached in arm's length negotiations between experienced, capable counsel after meaningful discovery"); In re Telik, Inc .. Sees. Litig., 576 F. Supp. 2d at 576; McMahon v. Olivier Cheng Catering and Events. LLC, No. 08 Civ. 8713, 2010 U.S. Dist. LEXIS 18913, at *11 (S.D.N.Y. Mar. 2, 201 0); In re Marsh & McLennan, at *25-26.
3. The Substantive Terms of the Settlement Meet the Grinnell Test for Fairness, Reasonableness, and Adequacy.
More than three decades ago, the Second Circuit erected the analytical framework for evaluating the substantive fairness of a class action settlement in Citv of Detroit v. Grinnell Corp. 495 F.2d 448 (2d Cir. 1974), abrogated on other grds. by Goldberger v. Integrated Res., Inc., 209 F.3d 43 (2d Cir. 2000). Under Grinnell, a district court, in determining whether to approve a proposed settlement, should consider the following nine factors:
(l) 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;
20

(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 in light of the best possible
recovery; and (9) the range of reasonableness of the settlement in light of all attendant risks of
litigation. Id. at 462-63. Each of these factors will be discussed below.
(a) The Complexity, Expense and Likely Duration of this Litigation Favor Final Approval.
The first factor-the complexity, expense, and likely duration of this case-favors final settlement approval here. Class actions are generally complex. See, ~' In re Austrian and German Bank Holocaust Litig., 80 F. Supp. 2d 164, 174 (S.D.N.Y. 2000), affd, 236 F.3d 78 (2d Cir. 2001 ). This particular case has involved both complex legal issues and an extensive litigation process --even when compared to average class action durations.
The conduct underlying this lawsuit dates back to 2001 and continued throughout the seven-year litigation process. Resolution required years of extensive investigations, in which Plaintiffs produced 109 declarations and over 40,000 pages of documents, took and defended 107 depositions, reviewed over 3.7 million pages of documents produced by Novartis, and engaged two testifying expert witnesses, four consulting experts and four trial consultants. The Parties have already engaged in vigorous litigation before this Court, concluding in a jury trial that resulted in a verdict in favor of the Plaintiffs on all counts.
Not only is the issue of equitable damages still pending before the Court, but without this Settlement, there would undoubtedly be a lengthy appeals process that would greatly delay any payout to the Class Members. "Delay not just at the trial stage, but through post-trial motions and the appellate process, would cause Class Members to wait years for any recovery, further reducing its value." Maley v. Del GlobaLJec:h~~' 186 F. Supp. 2d 358, 362 (S.D.N.Y. 2002)
21

(citing Grinnell, 495 F.2d at 467). Although the Parties have incurred great expenses and

burdens in this litigation already, they would likely incur much more going forward. This fact

strongly militates in favor of the Settlement. In sum: "Settlement at this juncture results in a

substantial and tangible present recovery, without the attendant risk and delay" of post-trial

motions and appeals. In re EVCI Career Colis., at *6 (internal citations omitted).

(b) The Reaction of the Class to the Settlement Favors Final Approval.
"It is well-settled that the reaction of the class to the settlement is perhaps the most

significant factor to be weighed in considering its adequacy ... In fact, the lack of objections

may weH evidence the fairness of the settlement." Malev, 186 F. Supp. 2d at 362-363 (citing

In re American Bank Note Holographies, 127 F. Supp. 2d 418, 425 (S.D.N.Y. 2001) (emphasis

added). See also Wal-Mart Stores, at 118 (''[i]f only a small number of objections are received,

that fact can be viewed as indicative of the adequacy of the settlement"); In re Metlife

Demutualization Litig., 689 F. Supp. 2d 297, 333 (E.D.N.Y. 2010) (same); In re Luxottica Group

S.p.A Sees. Litig., 233 F.R.D. 306, 311 (E.D.N.Y. 2006) ("lack of objection is strong evidence

of the settlement's fairness"); In rc Painewebber Ltd. Partnerships Litig., 171 F.R.D. 104, 126

(S.D.N.Y. 1997).

Here, over 6,200 full-form notices were sent to the Class and not a single member

objected to the Settlement. No one objected to the settlement and only six individuals (a

negligible .00 I) timely requested exclusion.

Rust Dec. ~14. This overwhelming lack of

objection argues strongly for judicial approval. See, ~' Malev, 186 F. Supp. 2d at 362-363;

Collins v. Olin Corp., No. 3:03-cv-945, 2010 U.S. Dist. LEXIS 39862, at * 13 (D. Conn. Apr. 21,

201 0); In rc Host Am. Corp. Sees. Litig., No. 3:05-cv-1250. 2008 U.S. Dist. LEXIS 17405, at *7

(D. Conn. Mar. 7, 2008).

22

(c) The Stage of the Proceedings and the Amount of Discovery Completed Favor Final Approval.
Under the third Grinnell factor, settlement is especially favored when the litigation is at an "advanced stage'' and an "extensive amount of discovery [has been] completed." rn re Marsh & McLennan. at *20. This is because such development ofthe class claims allows the Parties to be "clearly in a position to realistically evaluate the strengths and weaknesses of the claims, and ... the fairness of the proposed Settlement." Id. See also Parker v. Time Warner Entertainment Co., 631 F. Supp. 2d 242, 259 (E.D.N.Y. 2009) ("This factor relates to whether the Plaintiffs had sufl1cient information on the merits of the case and to enter into a settlement."); Frank v. Eastman Kodak Co., 228 F.R.D. 174, 185 (W.D.N.Y. 2005) (settlement at a late stage affords the
court an opportunity to "intelligently make ... an appraisal of the Settlement"); Ln re Michael
Milken & Assocs. Sees. Litig., 150 F.R.D. 46, 55-56 (S.D.N.Y. 1993) ("the stage of the proceedings and the amount of discovery completed is another factor which the Courts consider in approving a settlement") (citing Grinnell at 463).
Significantly, both Parties tested their cases at trial and had the benefit of a jury verdict to evaluate their positions. Having won a decisive victory before the jury, Class Counsel was well able to evaluate its position and assess the risks to the Class from further litigation.
(d) The Remaining Risks of Litigation All Also Favor Final Approval.
As federal courts in this Circuit have consistently recognized, litigation inherently involves risks, and the purpose of settlement is to avoid uncertainty. See, ~, deMunecas, at *23 ("[T)he risk of establishing liability and damages further weighs in favor of final approval."); Clark, at *22; Banvai v. Mazur, No. 00 Civ. 9806, 2007 U.S. Dist. LEXIS 22342 (S.D.N.Y. Mar. 27, 2007). Although this case has been tried, real risks remain for the Plaintiffs. In the absence of settlement, the Plaintiffs would face a long road to recovery, including post-
23

trial motions, the adjudication of Class Members' individual claims (a process that could drag on
for years), and the inevitable appeal from the jury verdict. See In re Marsh & McLennan, at *18
(noting the additional expense and uncertainty of "inevitable appeals" and the benefit of Settlement, which '·provides certain and substantial recompense to the Class members now"). This is in addition to the significant risks Plaintiffs have already shouldered over the past seven years. The Settlement resolves this significant and cumulative uncertainty in a manner favorable for all.
(e) The Net Settlement Amount Is Reasonable in Light of the Best Possible Recovery and All Attendant Risks of Litigation.
Under the Settlement, each of the Class Members will receive an award that is more than reasonable given the risks and time attendant to the post-trial motion and appeals process. "The determination of a reasonable settlement is not susceptible of a mathematical equation yielding a particular sum but turns on whether the settlement falls within a range of reasonableness. This ·range of reasonableness' recognizes the uncertainties ... in any particular case .... '' In re Metlifc Demutualization Litig., 698 F. Supp. 2d at 340. As discussed above, many uncertainties remain. For example, as this Court recognized in reviewing the range of reasonableness in Malev, "[s]ettling avoids delay as well as uncertain outcome ... on appeal" and "the appellate process ..., with the risk of reversal, make the fairness of this substantial settlement readily apparent." 186 F. Supp. 2d at 366.
Because settlement can provide certain and immediate recovery, courts often approve settlements even where the benefits obtained are less than those originally sought. As the Second Circuit stated in Grinnell: "There is no reason, at least in theory, why a satisfactory settlement could not amount to a hundredth or even a thousandth of a single percent of the potential recovery." 495 F.2d at 455, n.2. See also In re Ma,rsh ERISA Litig., 265 F.R.D. 128,
24

141 (S.D.N. Y. 20 10) (McMahon, J.). In fact, courts often approve class settlements even where the benefits represent "only a fraction of the potential recovery." See, ~' In re Initial Public Offering Sees. Litig, 671 F. Supp. 2d 467, 483-85 (S.D.N.Y. 2009) (approving settlement which provided only ''miniscule" 2 percent of defendants' maximum possible liability, observing that "the Second Circuit has held that even a fraction of the potential recovery does not render a proposed settlement inadequate"); Hall v. Children's Place Retail Stores, Inc., 669 Supp. 2d 399, 402 n.30 (S.D.N.Y. 2009) (approving a settlement that amounted to 5-12 percent of provable damages); In re Prudential Inc. Sees. Ltd. Partnerships Litig., MDL No. 1005, M-21-67, 1995 U.S. Dist. LEXIS 22103 (S.D.N.Y. Nov. 20, 1995) (approving seulement of between 1.6 percent and 5 percent of claimed damages); In re Crazy Eddie Sees. Litig., 824 F. Supp. 320, 324 (E.D.N.Y. 1993) (approving settlement that awarded class members between six cents and ten cents for every $1.00 lost); Behrens v. Wometco Enters., 118 F.R.D. 534, 542 (S.D. Fla. 1988), aff d, 899 F.2d 21 (11th Cir. 1990) ("The mere fact that the proposed settlement of $.20 cents a share is a small fraction of $3.50 a share is not indicative of an inadequate compromise").
Here, the value of the settlement is no small fraction of the relief originally sought, and in fact greatly exceeds the norm. First, Plaintiffs' obtained significant, extensive, and long-lasting programmatic relief, detailed over 23 pages of the Settlement Agreement. This substantial programmatic relief--a primary focus of the litigation-will provide just the sort of significant benefit for Novartis' employees for years to come that Plaintiffs sought all along.
Bellifemine, at *1 13 (recognizing the value of substantial programmatic relief provisions).
The initial value of implementing these reforms is set at approximately $22.5 million, although the agreement also contemplates that additional monies may be necessary pending the results of various statistical studies prescribed by the agreement.
25

In addition, the Settlement Class will receive up to $152.5 million in monetary relief from the Settlement, and the monies will be distributed in a matter of months. The Settlement makes these awards for the Class a certainty. In contrast, punitive damages remain a hotly debated subject in the legal community; where -- as here the jury awarded particularly high punitive damages, the appellate process could entail great risk to monetary awards made in conjunction with the verdict.
Nonetheless, Plaintiffs negotiated a settlement that dictates that the Settlement Class will receive l 00 percent of the potential recovery for Back Pay ($60 million) as calculated by Plaintiffs' expert. Dr. Louis R. Lanier, PhD, a labor economist with extensive experience in the analysis of labor markets and gender differentials in the workforce, analyzed the data in the present case and estimated that Back Pay damages accruing from underpayment of Class Members was $42.8 million. See Lanier Damages Report ~9; Joint Dec. ~19. He also estimated that Back Pay damages from the under-promotion of Class Members were $12.1 million. Id. Therefore, total damages for Back Pay, for both underpayment and under-promotion from the period of 2002 until 2009 were estimated at $54.9 million. The instant $60 million in payments and compensation to the Class Members for Back Pay represents over 100 percent of this estimate. Even assuming that damages continued to accrue through half of2010, the $60 million set aside for Back Pay would still reach at least 100 percent of Dr. Lanier's estimate of the Defendant· s highest possible exposure.
Furthermore, each Settlement Class Member has the opportunity to seek up to the statutory maximum in compensatory damages or chose a lower, pro-rata payout. Accordingly, the Settlement provides each Settlement Class Member the opportunity to seek damages at 100 percent of the possible relief
26

Given the length and difficulty of the process needed to reach this result, it is Class Counsel's informed judgment that "there is little reason to believe that further settlement negotiations would result in any additional settlement funds." Wri£ht v. Stern, 553 F. Supp. 2d 337, 347 (S.D.N.Y. 2008). Moreover, "There is simply no assurance that more years of litigation would result in any greater recovery." at 339. For these reasons, the Settlement Agreement is reasonable in light of the maximum possible recovery.
4. The Arm's Length Negotiations between Experienced Counsel Ensures that the Settlement Is Procedurally Fair.
After the district court has analyzed the substantive fairness of a proposed settlement, it turns to the procedural fairness, which examines ''the negotiating process by which the
settlement was reached." \1cRevnolds, 588 F.3d at 804; see also Clark, at *18-20. As the
Second Circuit has instructed, when a district court examines a proposed settlement's procedural fairness. the court must "pay close attention to the negotiating process, to ensure that the settlement resulted from arm's length negotiations and that plaintiffs counsel possessed the necessary experience and ability" to effectively vindicate the interests of the class. McReynolds, 588 F.3d at 804. In other words, ·'a settlement is procedurally fair if: (1) the settlement is the product of 'arms-length negotiations'; (2) during negotiation, both sides were represented by 'experienced, capable counsel'; and (3) it was reached after conducting 'meaningful discovery."'
In re Sony Corp., at *12 (quoting Wai-Mart Stores. Inc., at 116).
The proper focus of this inquiry is on "the experience of counsel, the vigor with \Vhich the case was prosecuted, and the coercion or collusion that may have marred the negotiations themselves." Malchman v. Davis, 706 F.2d 426, 433 (2d Cir. 1982) (citing Weinberger v. Kendrick, 698 F.2d 61, 73 (2d Cir. 1982)); see also D' Amato, 236 F.3d at 85 (citing Malchman for same proposition). To that end, "a strong presumption of fairness attaches to a class action
27

settlement reached in arm's-length negotiations among able counsel." In re Telik, 576 Supp. 2d. at 576 (citing Wal-Mart, at 116). Accordingly, "so long as the integrity of the negotiating process is ensured by the Court, it is assumed that the forces of self-interest and vigorous advocacy will of their own accord produce the best possible result for all sides." Maley, 186 F. Supp. 2d at 366 (quoting In re Painewebber Ltd. Partnerships Litig., 171 F.R.D. at 132); Banvai,
at *11.
(a) Experienced Counsel Represented Both Parties in This Case. Both Parties were represented by experienced counsel with substantial experience in employment class action litigation. Class Counsel has been recognized by numerous courts for their work in securing similar class action settlements. See, Hernandez v. C&S Wholesale Grocers, Inc., No. 06 CV 2675 (CLB)(MDF), slip op. (S.D.N.Y. July 31, 2008) (in approving a wage and hour settlement, Judge Karas described SWH as "exceptionally able and experienced'' and praised '·the work that counsel have put in, not just in terms of the quantity, but what it was that counsel did, with obviously the tremendous amount of work ... " and acknowledged a highly favorable result in "obviously a very complex dispute, both in terms of the law and in terms of
the facts"): Bellifemine, at *16-17 (in approving a gender discrimination class action settlement,
Judge Koetl noted that the "action was litigated zealously by counsel" and recognized the "substantial programmatic relief provisions throughout the settlement,'' and the role that Class Counsel would play "in ensuring compliance with the settlement and facilitating the claims form process"). Novartis was represented in these negotiations by the firm of Cravath, Swaine and Moore, veterans of hundreds of high stakes commercial lawsuits, a firm that enjoys as fine a reputation for corporate litigation as any in the United States.
In such circumstances, Courts accord "great weight" to the recommendations of Counsel,
28

who are in the best position to evaluate the strengths and weaknesses of their cases. Maley, 186 F. Supp. 2d at 366; In re Telik, 576 F. Supp. 2d at 576; Chatelain v. Prudential-Bache Sees., 805 F. Supp. 209,212 (S.D.N.Y. 1992); Tn re EVCI Sees. Litig., at *10; In re Global Crossing Sees. and ERISA Litig., 225 F.R.D. 436, 461 (S.D.N.Y. 2004).
(b) The Settlement was Negotiated by Experienced Counsel Over Several Weeks.
The protracted settlement discussions in this case were conducted over approximately two months. During negotiations, the Parties conducted multiple full-day, face-to-face mediations, which were followed by lengthy telephone conferences and exchanges of multiple drafts and related materials. Joint Dec. ~ 18. These exchanges then shifted to focus on similar lengthy, arms-length negotiations regarding the preparation and drafting of the voluminous settlement documentation now on tile with the Court. Joint Dec. ~20. In sum, the arduous process leading to the Settlement was procedurally sound and fair. See, In re Telik, 576 F. Supp. 2d at 576 (appropriate negotiations included face-to-face meetings, an unsuccessful mediation, numerous telephone conferences, and substantial concessions by both sides); In re
re AOL Time Warner ERISA Litig., No. 02 Civ. 8853.2006 U.S. Dist. LEXIS 70474, at *16-17 (S.D.N.Y. Sept. 2006) (negotiations conducted by counsel well-in formed of the merits of the claims at that stage of litigation).
C. ADEQUATE NOTICE HAS BEEN PROVIDED TO THE CLASS. The Notice approved by the Court in this case plainly informed each Class Member of the terms of Settlement. Courts deem a notice sufficient when, as here, it "may be understood by the average class member." Wai-Mart Stores, 396 F.3d at 114; sec also In re MarshERISA
29

Litig., 265 F.R.D. at 145. Under that test, the notice here satisfied due process and Rule 23.

D. PLAINTIFFS' APPLICATION FOR ATTORNEYS' FEES AND EXPENSES IS APPROVED.

1. An Award of Attorneys' Fees and Expenses Is Standard.

Federal courts have long recognized that a laVvyer whose efforts create a common fund

may recover a reasonable fee from the fund as a whole.

Central States Southeast &

Southwest Areas Health & Welfare Fund v. Merck-Medco Managed Care. LLC, 504 F.3d 229,

249 (2d Cir. 2007) (citing Boeing Co. v. Van Gernert, 444 U.S. 472, 478 (J 980) ("under the

'equitable fund' doctrine, attorneys for the successful party may petition for a portion of the fund

allows an attorney whose actions have conferred a benefit upon a given group or class of litigants
[to] file a claim for reasonable compensation for his efforts") (internal quotations omitted);
American Bank Note, 127 F. Supp. 2d at 430. Moreover, it is well-established that "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." Bellifemine, at* 14-15.
To decide an appropriate amount of attorneys' fees in class actions. the courts have
adopted the principles articulated by the Second Circuit in Grinnell:
We are not under the illusion that a "just and adequate fee" can necessarily be ascertained by merely multiplying attorney's hours and typical hourly fees ... [L]ess objective factors can be introduced into the calculus. Perhaps the foremost of these factors is the attorney's "risk of litigation" i.e. the fact that despite the most vigorous and competent of efforts success is never guaranteed. 495 F.2d 448, 471. Other generally accepted factors as stated in Grinnell include: (1) the standing of counsel at the bar both counsel receiving award and opposing counsel; (2) time and
30

labor spent; (3) magnitude and complexity of the litigation; (4) responsibility undertaken; (5) the
amount recovered; and (6) what it would be reasonable for counsel to charge a victorious
plaintiff. I<h at 470.
2. The Terms Negotiated in the Settlement Agreement Comport with the Standard.
The Settlement Agreement provides that, subject to Court approval, Class Counsel will receive $38.1 million in attorneys' fees-which equals 21.8 percent of the $175 million total gross value of the settlement, including the attorneys' fee provision. Given the extraordinary results of the Settlement, the time-consuming and diligent effmis of Class Counsel to effectuate it, and Class Counsel's continuing supervision responsibilities, the Court grants Plaintiffs' application for these fees, as well as their application for $2 million for costs and expenses. As shown below, this application is fair, reasonable and should be approved under either method of evaluating class counsel fees.
Based on the "percentage of the fund" approach for evaluating class action fees, the amount of attorneys' fees in question is compared to the overall settlement value, including any portion earmarked for said fees. Here, the requested fees represent approximately 21.8 percent of the total relief available through the settlement. Even if calculated in the more conservative and less-accepted methodology of percent against monetary fund (rather than overall value), the requested fees represent approximately 25 percent of the monetary relief available through settlement. As such, the fee falls well within the mainstream of percentage of awards granted by courts in the Second Circuit in class suits of similar size and complexity - and is less, percentage-wise, than many.
Under the alternative "lodestar" measure, Plaintiffs have to date expended 36,996.77 hours in attorney time and expect to devote further, substantial hours overseeing the Settlement.
31

Plaintiffs therefore seek approximately a 2.4 multiplier, an enhancement routinely approved as part of the spectrum for multipliers in Second Circuit class fee cases.
3. The Fees Arc .Justified by the Relevant Factors. (a) The "Risk of Litigation" Was Substantial.
The most significant factor in determining the reasonableness of attorneys' fees, the risk of litigation, weighs heavily in favor of an award of fees in this case. Success tor the PlaintiffClass was never guaranteed. The fact that the case proceeded to trial, a risky proposition in and of itself, also serves as strong evidence that the two, sophisticated Parties nonetheless widely disagreed about the strength of the Plaintiffs' case. Accordingly, Class Counsel took a great risk in litigating this action a risk ultimately paid off with a great reward for the Settlement Class Members.
(b) Counsel for Both Parties Have a High Standing at the Bar. David Sanford and SWH are AV rated, which is the highest rating given to a lawyer and law firm through a peer-review rating process monitored by Lexis Nexis. Class Counsel has previously been recognized by this jurisdiction for having "an established record of competent and successful prosecution of large . . . class actions." Bellifemine, at *4. In addition, Class Counsel has ushered several class actions to settlement, including two recent matters: Bellifemine v. Sanofi, No. 07 Civ. 2207, 2010 U.S. Dist. LEXIS 79679 (S.D.N.Y. Aug. 5, 2010); and Wooten v. Smith & Nephew, No. 2:06-cv-2571, slip op. (W.O. Tenn. Nov. 25, 2009). Novartis was represented tor six years through trial by the law firm of Vedder Price, a nationally recognized finn whose reputation for zealous representation of its clients is well
32

known and was repeatedly demonstrated to the court. Novartis is now represented by the law firm of Cravath, Swaine and Moore, also nationally recognized and arguably the preeminent defense firm in the United States.
(c) Lead Counsel's Dedicated Significant Time and Labor. Class Counsel devoted 36,996.77 hours from 68 attorneys and staff members to the successful prosecution of this matter. That time, effort and dedication of resources brought this complex litigation to a successful resolution. The work involved investigating both the legal and factual allegations of gender bias at Novartis; drafting of pleadings and other motion practice; obtaining and interpreting statistical analysis of jobs data; conducting extensive deposition and document discovery; briefing and arguing pretrial motions; preparing and conducting a nearly seven-week trial; arguing the disparate impact claims; and, ultimately, negotiating and then drafting the drafting of the Settlement Agreement. Furthermore, as noted above, significant additional post-settlement work remains to be done. Joint Dec. ~1([29-34.
(d) This Litigation was Extremely Complex, Requiring Significant Efforts.
The prosecution of this action required a high level of experience and expertise 111 complex class action litigation, as well as the ability to provide such service under challenging circumstances. In addition, many of the issues or particular challenges of taking this matter to trial involved issues of first-impression or matters that otherwise had little development in the law. While the full extent and nature of the efforts of Class Counsel are described in detail in the Joint Declaration, proof that Class Counsel has litigated this action vigorously and will continue to take its obligations seriously in the post-settlement stage can be seen throughout the construction of the Settlement Agreement itself.
33

(e) The Litigation Has Bestowed Substantial Benefits on the Class. The benefits of the Settlement to Plaintiffs and the Class are substantial. The Settlement provides $175 million in relief, of which approximately $134.875 million is dedicated to the direct betterment of the Settlement Class. In addition, the Back Pay award -- $60 million of that sum -- represents 100 percent of what the total valuation of back pay damages by Plaintiffs' own expert. Joint Dec. ~19. Moreover, the Programmatic Relief awarded is of a scope and standard that both Parties expect it to position 'Novartis "to occupy a leadership position for gender equity in the industry." Joint Dec. B). The relief Class Counsel has obtained required great effort over a number of years, along with a successful outcome at trial. Moreover, the benefits of the Settlement will be ongoing. 'Novartis has agreed to several significant gender-equalizing programmatic reforms that \vill benefit members of the Class far into the future. This Settlement is an impressive achievement.
4. The Fees Requested Are Reasonable and Appropriate under Both The Percentage of Fund and the Lodestar Approaches.
The Second Circuit has authorized district courts, in the exercise of their informed discretion, to calculate class action counsel fees either on a "percentage of the fund" basis or by fashioning a "lodestar" when awarding fees in a common fund case. See Central States, 504 F.3d at 249.
However, as this Court has recently recognized, "the district court has discretion to use either method, although the trend in this Circuit is toward the percentage method.'' In re Marsh ERISA Litie.., 265 F.R.D. at 146. toward the percentage method ... directly aligns the interests of the class and its counsel and provides a powerful incentive for the efficient prosecution and early resolution of litigation") (citations omitted): Dupler, 705 F. Supp. 2d 242 (same). This Court endorsed this shift two years
34

earlier in In re Telik, noting ''the administrative problems associated with the lodestar method,

and the advantages presented by the percentage of recovery approach," which ''led most district

courts in this Circuit to adopt the percentage of recovery methodology." 576 F. Supp. 2d at 586.

The percentage method calculates the fee award as some percentage of the settlement

fund created for the class. Id. The lodestar method multiplies 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 \vhich factors in the litigation risks and other considerations. Id. (citing

Savoie v. Merchants Bank, 166 F.3d 456, 460 (2d Cir. 1999)). In combination, the

documentation of hours submitted by counsel can be used as a "cross check" on the

reasonableness of the requested percentage of the fund. Goldberger, 209 F.3d at 55.

Under either a ''percentage-of-the-fund" analysis or a "lodestar" approach, the $38.125

million fee sought herein is amply justified.

(a) A 22 Percent of Gross Settlement Benefit Is Well \Vithin the Range of Reasonableness.

As noted above, the Second Circuit favors awarding fees according to the "percentage-of-

the-fund" over the "lodestar" method in common fund cases. Moreover, this Circuit has ruled

that "[a]n allocation of fees by percentage should therefore be awarded on the basis of total funds

made available whether claimed or not." Masters v. Wilhelmina Model Agencv, Irw-'' 473 F.

3d 423, 437 (2d Cir. 2007) (emphasis added).

The federal courts have established that a standard fee in complex class action cases like

this one, where plaintiffs counsel have achieved a good recovery for the class, ranges from 20 to

50 percent of the gross settlement benefit.

e.g., Mavwalt v. Parker & Parslev Petroleum,

963 F. . Supp. 310' 31 .'"J' (S •D•N•Y• 1997) '== In re Warner Communications Sees. Litig-., 618 F.

Supp. 735,749 (S.D.N.Y. 1985), aff'd 798 F.2d 35 (2d Cir. 1986)); Brown v. Steinberg, Nos. 84

35

Civ. 464, 84 Civ. 4665, 84 Civ. 8001, 1990 U.S. Dist. LEXIS 1 16, at *6 (S.D.N.Y. Oct. 12,

1990) (citing Blum v. Stenson, 465 U.S. 886, 903 (1984), in which the Supreme Court, in dicta,

approved this fee award method); In re Marsh ERISA Litig., 265 F.R.D. at 149 (noting trend of

awarding 20-50 percent of recovery to attorneys and finding fee of over $11M, or one-third of

the recovery, "fair and reasonable in relation to the recovery and compares favorably to fee

awards in other risky common fund cases in this Circuit and elsewhere.").

District courts in the Second Circuit routinely award attorneys' fees that are 30 percent or

greater.

M,_, In re Priceline.com, Inc. Sees. Litig., No. 3:00-CV-1884, 2007 U.S. Dist.

LEXIS 52538 (D. Conn. July 20, 2007) (awarding 30 percent of $80 million fund);

228

F.R.D. at 189 (awarding attorneys' fees of 38.26 percent of $125,000.00 settlement fund);

.Oxford Health Plans, Inc., Sees. Litig., MDL Dkt. No. 1 2003 U.S. Dist. LEXJS 26795, at

*13 (S.D.N.Y. June 12, 2003) (awarding 28 percent of $300 million fund); Maley, 186 F. Supp.

2d at 369 (approving attorneys' fees of 33.3 percent of a $11.5 million settlement fund);

Strougo, 258 F. Supp. 2d at 262 (33.33 percent); In re Lloyd's American Trust Fund Litig., No.

96 Civ. 1262, 2002 U.S. Dist. LEXIS 22663, at *76 (S.D.N. Y. Nov. 26, 2002) ("In this district

alone, there are scores of ... cases where fees ... were awarded in the range of 33.3 percent of

the settlement fund."); In re Veeco, at *13-14 (same); deMunecas, at *19 ("Class Counsel's

request for 33 percent of the Fund is reasonable under the circumstances of this case and is

consistent with the norms of class litigation in this circuit."); Becher v. Long Island Light Co., 64

F. Supp. 2d 174, 182 (E.D.K.Y. 1999)(33.33 percent). The percentage of the settlement fund sought here is consistent with awards made in

other class actions. A recent study surveying the award of attorneys' fees in class action

settlements reviewed data on cases nationwide and found that the mean fee award for

36

employment class action settlements is 27 percent of the recovery, and the median is 25 percent of the recovery. Theodore Eisenberg and Geoffrey P. Miller, Attorneys Fees and Expenses in Class Action Seulements: 1993-2008, NYU Center for Law, Economics and Organization, Working Paper No. 09-50 (November 2009), available at http://ssrn.com/abstract=l497224. The study notes, however, that those percentages do not account for an important indicator ofthe fee award-risk. Fee awards for class action in cases that are "low/medium" risk average 26.2 percent oftotal recovery, and in cases that are "high" risk average 35.1 percent oftotal recovery. ld. at 'I'able 8. (The study coded for risk based largely on whether the court deciding the case mentioned risk as a significant factor in the opinion or, in some cases, if the risk level was evident from the facts and procedural history of the case.) Id. at 5-6. For the reasons explained above, this was clearly a high-risk case, whose outcome was extraordinary. Accordingly, the fee requested by Class Counsel falls well below the average award for this type of case on a percentage basis.
However, there is no denying that the requested fee is extremely high as an absolute dollar amount so high that I cannot possibly say, as plaintiffs have asked me to say, that it is '·substantially less than awards routinely granted by many courts in the Second Circuit.'' It is, in fact, substantially more than this Court has awarded in any case. The number (in excess of $38 million) represents a "kicker" of more than double an already high post-trial litigation fee. This is substantially more than the "success fees" that are paid by private (generally corporate) clients in civil litigation (at least, any of the success fees that have been called to this court's attention) only it is being paid out of a fund created to compensate victims of discrimination. Plaintiffs' lawyers arc obviously entitled to significant compensation (inc1uding a substantial bonus over and above their hourly rates). They have well and truly earned it; they prepared and tried a
37

brilliant case against a dogged opponent. The problem is that the size of the settlement fund is so

outsized that applying the usual factors results in a number that is stratospheric and bound to

make headlines. It may be that, when the dollar amount of the settlement is as high as it is here,

even a percentage of the fund as low as the one to which the parties have agreed strains the

bounds ofreasonableness.

(b) The Lodestar Sought is Well within the Range of Reasonableness.

As a cross-check, the court looks to the lodestar calculation specitically, to what the

"lodestar" factor is. Although lodestar analysis is no longer the preferred method of calculating

attorneys' fees in connection with class action settlements, if a percentage of fund tlgure

compares favorably with a lodestar that uses reasonable hourly rates and a reasonable multiplier,

it tends to validate the percentage of funds figure.

As set forth in the Joint Declaration, Class Counsel and staff devoted 36,996.77 hours to

prosecute this litigation. The current hourly rates for Co-Lead Trial Class Counsel are $750.00

for David Sanford, Esq. and $600.00 tor Katherine Kimpel, Esq. Other Trial Counsel's rates are

$750.00 for Steven Wittels, Esq., $700.00 for Sharon Eubanks, Esq., $500.00 for Katherine

Leong, and $400.00 for Felicia Medina, Esq. See Joint Dec. ,i50 (setting forth hourly rates of

other

attornev. s

and

staff

who

worked

on

the

Matter

over

the

course

of

the

litigation). ~

The firm's

hourly rates are below the rates charged by tirms of this caliber (principally defense firms) that

litigate regularly in this district; they have also been approved in other matters in this district. For

example, in Bellifer.P-ine, Judge Koeltl approved a fee application by Plaintiffs' counsel, the law

firm of Sanford Wittels & Heisler, LLP which was based on similar work on another class

c

'

action employment discrimination case.

Thomas v. Citifinancial Auto Ltd., No. 07

Civ. 00721, slip op. (D. Md. Aug. 20, 2009) (Motts, J.) (also approving similar work of

38

Plaintiffs' counsel, Sanford Wittels & Heisler, LLP); Rosenberg v. IKON. No. 05-cv-09131, slip op. (S.D.N.Y. Jan. 22, 2008) (Crotty, J.); Binetti v. Washington Mutual Bank, No. 06 Civ. 1732, slip op. (S.D.~.Y. Apr. 15, 2008) (Karas, J.).
This Court approved attorneys' fees based on similar rates in In re Marsh ERISA Litig.. 265 F.R.D. at 146 (rates ranging from $125.00 for administrative personnel to $775.00 for senior lawyers) a case where T did not have the benefit of seeing plaintiffs' counsel try (and win) their case.
The fact that the fee award is calculated at current billing rates, whereas the hours were worked over many years, including some when billing rates were lower, is of no moment. As this
court held in lD re Veeco Sees. Litig.:
The use of current rates to calculate the lodestar figure has been repeatedly endorsed by courts as a means of accounting for the delay in payment inherent in class actions and for int1ation ... 2007 U.S. Dist. LEXIS 16922. at *9 n.7. Class Counsel has requested a multiplier of 2.4 times the hourly fees already incurred. That multiplier falls well within (indeed, at the lower end) of the range of multipliers accepted within the Second Circuit. Roberts v. Texaco, Inc., 979 F. Supp. 185, 198 (S.D.N. Y. 1997) (rev 'd on difl, ground\· by Kaplan v. Rand, 192 F.3d 60 (2d Cir. 1999)) (awarding a 5.5 multiplier in race discrimination class action); Wal-Mart Stores, 396 F. 3d 96 (2d Cir. 2005)
multiplier'' of 4.65 in securities fraud class action); In re lnterpublic Sees. Litig.. No. Civ. 6527 Class Action, 03 Civ. 1194 Derivative Action, 2004 U.S. Dist. LEXIS 21429, at *36-37 (S.D.N.Y. Oct. 26, 2004) (multiplier of 3.96); In re Lloyd's Am. Trust Fund Litig., at *27 (multiplier of "just" 2.09 is "at the lower end of the range of multipliers awarded by courts in the
39

Second Circuit."). Moreover, courts m this Circuit have recognized that where "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." Bellifemine, at
Dist. LEXIS 12762, at *7-8 (S.D.N.Y. Feb. 9, 2010) (noting that, "as class counsel is likely to expend significant effort in the future implementing the complex procedure agreed upon for collecting and distributing the settlement funds, the multiplier will diminish over time"). In this case, class counsel will continue working with the Class and monitoring the company's compliance with the settlement for three years. So the multiplier in this case is actually less than 2.4.
Of course, the lodestar calculation is subject to the same criticism as the percentage of fund number it is a very, very big number. However, the fact that a low multiplier lodestar calculation yields a number approximating the percentage of fund number persuades the court that it is appropriate to award the full requested fee award to plaintiffs' counsel.
E. PLAINTIFFS' APPLICATION FOR REIMBURSMENT OF $2 MILLION IN LITIGATION EXPENSES IS GRANTED
Plaintiffs have expended $1,891,098.31 to date in expenses, and anticipate spending significant additional dollars in the next three years, both on enforcing the terms of the settlement agreement and in maintaining and fulfilling its duties to the Class Members through regular communication and general availability.
Chief amongst these expenses will be the retention and consultation fees for an expert to aid Plaintiffs' Counsel in the supervision and response to the various statistical analyses called for as a part of the programmatic relief. No fewer that four different statistical models will be
40

reviewed by Plaintiffs (studies of the performance evaluation system, the management promotions rates, the pay-in-range distributions, and the base pay gender variance); and some analyses arc conducted on an annual rather than one time - basis. As a result, Class Counsel will likely expend far greater than the $2 million negotiated as a part of the settlement agreement. Joint Dec. ~'!29, 32-34.
''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., at *56; see also In re Marsh & McLennan, at *59. In class action settlements nationwide, litigation costs and expenses average about 2.8 percent of the total recovery. Eisenberg and Miller, Attorneys Fees and Expenses in Class Action Settlements: 1993-2008, at 26. Here, Class Counsel has incurred far less than the $4.9 million in expenses than the average percentage predicted. The $2 million in expenditures, over more than seven years of litigation and three additional years of settlement enforcement, are modest in comparison. Accordingly, the Court grants Plaintiffs' request for recoupment of these expenses.
F. SERVICE PAYMENTS As the parties know, the single aspect of the settlement that has given the court the greatest pause is a relatively insignificant one in the great scheme of things: the special or ''service" payments to individual members of the class who have participated in this lawsuit in some manner, whether by serving as named plaintiffs or as witnesses during the pre-trial and trial phases. Unquestionably, this historic settlement would not and could not have been achieved without the assistance of these women, all of whom are class members. However, the payment of special bonuses to participating members of the class is not without its downside, and the court feels constrained to announce what that downside is.
41

1. Courts Have Awarded Award Service Payments to Class Representatives \Vho Provide Substantial Assistance.
. Incentive awards have been awarded to individual class members in a varietv of contexts'
including employment discrimination suits, antitrust cases and consumer fraud suits. See Roberts, 979 Supp. 185 (awarding $50,000.00 and $85,000.00 to two of the named plaintiffs in a racial discrimination employment class action); Wright, 553 F. Supp. 2d at 345 (approving $50,000.00 awards to each of 11 named plaintiffs in employment discrimination action); Beck v. Boeing Co., No. C00-30\P, 2004 U.S. Dist LEXIS 27622, at *4 (W.O. Wash. Apr. 9, 2004) (approving $100,000.00 awards to each of 12 plaintiffs); Ingram, 200 F.R.D. 685 (four representative plaintiffs awarded $300,000.00 each); Brotherton v. Cleveland, 141 F. Supp. 2d 907, 913-14 (S.D. Ohio 2001) (approving incentive awards ranging of $50,000.00); Van Vranken, 90 I F. Supp. at 299-300 ($50,000.00 incentive award); Enterprise Energy Corp. v. Columbia Gas Transmission Corp., 137 F.R.D. 240, 250 (S.D. Ohio 1991) (six class representatives granted incentive awards of $50,000.00 each); Liberte, at *15 ($95,172.47 to
class plaintiff). In Roberts v. Texaco, Inc., my colleague the late Hon. Charles L. Brieant, Jr. announced
why it could be particularly appropriate to award incentive or service payments to certain class members in an employment discrimination class action:
[T]here is a fundamental distinction between litigation based on claims of racial, gender or other discrimination, and securities-based litigation ... or antitrust suits~~-the primary reported instances in which incentive awards have been sought .... In discrimination-based litigation, the plaintiff is frequently a present or past employee whose present position or employment credentials or recommendation may be at risk by reason of having prosecuted the suit, who therefore lends his or her name and efforts to the prosecution of litigation at some personal peril. Roberts, 979 F. Supp. at 201; see also Parker v. Jekyll & Hyde, at *4-6 (incentive award
42

particularly appropriate given risks facing current and former employees sumg employer); Frank, 228 F.R.D. at 187 (finding incentive awards "particularly appropriate in the employment context''); ~antiya Ruan, Bringing Sense to Incentives: An Examination of Incentive Payments to "Named Plaintiffs in Employment Discrimination Class Actions, 10 Employment Rights and Employment Policy Journal 395, 410-411 (2006) (which emphasizes the special risks an employee-plaintiff confronts for racial or gender discrimination). See also Velez v. MaJik Cleaning Serv.. Inc., ~o. 03 Civ. 8698, 2007 U.S. Dist. LEXIS 46223, at *21-22 (S.D.N.Y. June 22, 2007) (approving incentive award equal to twice that provided to class members on ground that "[t]he risks to which [class representatives] allowed themselves to be exposed ... and the effort they expended on behalf of all class members, justifies their receipt of an incentive award."); RMED Int'l, Inc., v. Sloan's Supermarkets, Inc., No. 94 Civ. 5587, 2003 U.S. Dist. LEXIS 8239, at *2 (S.D.XY. May 15, 2003) (Leisure, J.); Fears v. Wilhelmina Model Agencv, Inc., No. 02 Civ. 4911,2005 U.S. Dist LEXIS 7961, at *9-10 (S.D.N.Y. May 5, 2005); Liberte Capital Group v. Capwill, No. 5:99 CV 818, 2007 U.S. Dist. LEXlS 64869, at *10-15 (N.D. Ohio Aug. 29, 2007); Ingram y.The Coca-Cola Co., 200 F.R.D. 685, 687 (N.D. Ga. 2001); Vranken v. Atlantic Richfield Co., 901 F. Supp. 294, 298 (N.D. Cal. 1995).
This Court has recognized that service awards are an important way of "reimbursing class representatives who 'take on a variety of risks and tasks when they commence representative actions. such as complying with discovery requests and often must appear as witnesses in the action."' In re Marsh ERISA Litig., 265 F.R.D. at 58 (quoting Strougo, 258 F. Supp. 2d at 264); see also Bellifemine, at *20-21 (approving service payments to unnamed class members "for their assistance in the prosecution of this action ... in light of the time and energy that they have devoted to [the] case, and the benefit conferred on the Class. However, Plaintiffs seek incentive
43

awards, not just for Named Plaintiffs, but also for other members of the class who have lent substantial assistance to the litigation, as testifying witnesses at trial, and even simply as deponents during the pre-trial phase. That presents a novel issue for this court.
Plaintiffs argue that the Testifying Witnesses and Deponents gave a significant amount of time and effort to the prosecution of this case, which made it possible to prevail at trial and, ultimately, reach settlement. Moreover, like the Named Plaintiffs, the Testifying Witnesses and Deponents (1) risked economic harm, and/or (2) contributed significantly to prosecuting this action. Joint Dec. at ,,35-40. Plaintiffs argue that the pharmaceutical sales field is small and tightly knit, and that within that small community, each of the Testifying Witnesses and Deponents in effect "lent their names" to the prosecution of this suit at great personal sacrificeeven if they were not named as representative plaintiffs in the caption -- and were instrumental in achieving this settlement.
The Court grants Plaintiffs' motion for awards of compensatory damages and service awards to the 26 Named Plaintiffs. The damages and awards to the Named Plaintiffs range in amount from $175,000.00 to $425,000.00. These amounts are far greater than the usual amount awarded to Named Plaintiffs. In part this is because the case was not settled before trial, and some (though not all) of the Named Plaintiffs actually had to testify in court. exposing herself to a second round of cross-examination by Novartis' counsel and to the scrutiny of the industry and the press. And in part this is because the settlement amounts encompass not just a "service fee" for the Named Plaintiffs, but also an amount in compromise of each Named Plaintiff's claim for non-economic (pain and suffering) damages. The court grants these awards on the understanding that 70% or more of the amount awarded to each Named Plaintiff represents the compromise of the Named Plaintiffs' compensatory damages claims (which had not yet been resolved), rather
44

than an incentive fee. In this case each Named Plaintiff possess a claim for compensatory damages that could entitle her to as much as $300,000 in a proceeding before the Claims Adjudicator. So assuming (as I do) that the awards to the Named Plaintiffs are substantially justified by a compromise of those claims reduces the amount of each incentive award to a reasonable figure.
The Testifying Witnesses who are members of the class have also settled their compensatory damages claims and applied to the court for incentive payments. The court has the benefit of having heard these women testify about the pain and suffering they experienced as a result of their treatment by ce11ain managers at Novartis. Assuming that the awards to be paid to each Testifying Witness includes a substantial sum (at least 70%) in compromise of her noneconomic damages claim, I conclude that the incentive awards (i.e., the rest of payment) are reasonable in amount. The Testifying Witnesses, like the Named Plaintiffs, incurred significant personal expenses, measured in both time and money, in preparing for their depositions and their trial testimony and in being present at the trial. While the court has not been presented with documentation of the fair market value of their lost time and expenses, I am willing to accept that at least 20% of each Testifying Witness' award represents a good faith estimate of the value of lost time and expense actually incurred by each of these witnesses during the pre-trial and trial phases of the case. Furthermore, because they testified publicly in this high profile trial, which was covered extensively in the press, the Testifying Witnesses have been publicly identitied as parties who sued their employer for gender-based discrimination in the pharmaceutical industry, which presents a risk for their future careers. I thus grant their compensatory damages cum service payments as requested.
·rhe class member deponents who are neither Named Plaintiffs nor Testifying Witnesses
45

present a somewhat different and as I told counsel prior to the settlement hearing, troubling ~ situation. Plaintiffs ask that I authorize the payment of $25,000.00 to each of the 20 class member deponents who were neither Named Plaintiffs nor testified at trial. Yes, these class members contributed to the success of this lawsuit in a way that wholly absent class members did not. Yes, there are a few eases that have authorized compensation for class members who were deposed (although the compensation awarded in those cases appears to approximate what I would expect are the time and expense reimbursements for a single day's deposition, and $25,000 vastly exceeds that amount). Yes, the amount of money involved is a drop in the bucket of this settlement. And yes, the court's failure to approve these negotiated payments will result in further litigation over the fate of that money~ litigation that has the potential (albeit only a slight potential) to upset the entire apple cart that is this settlement.
However, the court is concerned that making a regular practice of paying testifying class members a flat fee really a bonus that is not expressly tied to the actual value of whatever time and expenses they incurred in appearing for a deposition smacks of paying witnesses for their testimony. The fact that these women are members of the class makes not the slightest bit of ditTerence. In our system of litigation, we do not ordinarily give plaintitTs a ''tip" for testifying~ plaintitTs have to testify in order to prevail on their claims. Giving testimony that was adverse to Novartis was a brave thing to do, but in most cases we do not compensate witnesses for their courage; instead, such witnesses possess an independent right of action if they sutTered retaliation as a result of their participation in this lawsuit (and no one has suggested that any of these class member deponents sutTered any such retaliation). If these plaintiffs suffered emotional distress appurtenant to testifying, they can include that in their claim for compensatory damages. But unlike the Named Plaintiffs and the Testifying Witnesses, these twenty class
46

members are not compromising their claims tor compensatory damages they arc simply being given $25,000, a not insignificant sum, tor having inconvenienced themselves to give deposition testimony; and they are to receive this sum without presenting any evidence that ties the chosen t1gure to whatever actual out-of-pocket expense they incurred in giving that testimony.
1 have already apologized to counsel for not flagging this issue months ago, when I signed the preliminary approval order. Frankly, the potential problem did not occur to me until 48 hours before the final settlement hearing. Counsel have called my attention to a few cases in which witnesses who did nothing more than give a deposition were given "service awards,'' and counsel were obviously relying on these when, in good faith, they negotiated this aspect of the settlement. The amounts may seem significant to me, but in the overall context of the settlement here achieved, they are but a pittance.
Given the existence ofthe cases cited to me in Class Counsel's letter of November as well as the tact that not a single absent class member has objected to making these payments to the class member deponents -- I will approve the negotiated amounts in this case. rlowever, this opinion should not be cited as precedent tor approving the concept of paying service awards to witnesses who do no more than testify in a case- and certainly not ior the proposition that any such service awards can be in an amount other than one that approximates the out of pocket cost to the deponent of attending her deposition.
CONCLUSION The road to this Settlement was long, arduous, risky and expensive. The Settlement is, by all measures, excellent. For the reasons set forth in this opinion, the Court certifies the Settlement Class as final; approve the Settlement; awards the requested compensatory damages and service fees to the
47

Named Plaintiffs, Testifying Witnesses and Class Member Deponents. and grants the application for attorneys' fees and expenses. I am also appointing The Hon. William B. Wetzel (ret.) as the Claims Adjudicator, and Dr. Neal A. Gelfand as the Court Monitor.
Judgment is being entered simultaneously with the dissemination of this opinion (1) dismissing this action with prejudice; and (2) requiring that all materials marked as containing Confidential or Highly Confidential Information pursuant to the Protective Order entered in the Civil Action be returned to the producing party or destroyed.
Dated: November 30, 2010 BY ECF TO ALL COUNSEL
48

 
 _ _ '-~~--,,--,,,

Case 1:04-cv-09194-CM Document 316 Filed 04/08/11 Page 1 of 3
-~~---------------.----------:-:-------

UNITED STATES DISTRICT COURT FOR THE

SOUTHERN DISTRICT OF NEW Yr;:O=R=K=========~=====~

AMY VELEZ, PENNI ZELINKOFF, MINEL

lIl UDSCDCSUSMDENNYT

HIDER TOBERTGA, MICHELLE

1

WILLIAMS, JENNIFER WAXMAN-RECHT,

I ELECTRONICJ LLYFILED

KAREN LIGGINS, LORI HORTON, HOLLY WATERS, WENDY PINSON, ROBERTA
VONLINTEL, ASHLEY NARMOUR, CATHERINE WHITE, KELLY CORBETT,

! , n
i!''

o
,,,

1-~·

Y:·
...

1 Ul

q-~1

,.

1 ___ .

· ···

'

.,··:..~·---.-:.::.-.~-

~i·7:H-~.·.=----~::r=:==T:l:::U:l;:;J::::~

SUE EARL, JAMIE HOLLAND, JOAN

DURKIN, SIMONA LOPES, MARYANNE

JACOBY, and MARTA DEYNE,

04 Civ. 9194 (CM)

Individually and on Behalf of Others Similarly Situated,

CLASS ACTION

Plaintiffs,

v.

NOVARTIS PHARMACEUTICALS CORPORATION,

Defendant.

1

Dl ORDER APPROVING CERTAIN MODIFICATIONS TO CI AIMS

ADMINISTRATION PROCESS AND SETTLEMENT PAYMENTS

WHEREAS, this matter comes before the Court on the joint request of the Pl t.intiff class ("Plaintiffs") and Defendant Novartis Pharmaceuticals Corporation ("NPC") for 'pproval of (a) certain modifications to the Claims Administration process set forth in the Settlement Agreement, dated July 14, 2010, to remedy an inadvertent error made in the class n ember list, and (b) proposed conditional payments by NPC to individuals erroneously included ( n the class member list who received Notice of their purported right to receive money under the settlement in this matter;

Case 1:04-cv-09194-CM Document 316 Filed 04/08/11 Page 2 of 3
2
WHEREAS, the parties to this action, by and through their counsel, met and nferred by telephone and email and agreed to modify the Claims Administration process to en ure that all bona fide class members receive accurate settlement awards as required under the Settlement Agreement while pennitting the opportunity for individuals erroneously included · the class member list to receive settlement payments in consideration of releasing NPC fro potential claims related to their employment by NPC;
WHEREAS, the parties further agree that the Final Judgment and Order of Class Action Settlement and Dismissal with Prejudice, dated November 30,2010, is i corporated by reference here and remains unchanged, except for the modifications below;
THEREFORE, IT IS ORDERED that the Claims Administrator will pro ide to the parties within the deadline set forth in Settlement Agreement Paragraph 10.32 the list of settlement award recipients based on the current class member list, which inc des some individuals who are not class members as defined in the Settlement Agreement. s soon as practicable thereafter, the parties will provide to the Claims Administrator a adjustments to the individual settlement awards that will ensure correct payments to I bona fide class members based on Part X of the Settlement Agreement ("Individual Monetary ayments to Settlement Class Members and Claims Process"). The Claims Administrator will d" tribute the adjusted amounts to the bona fide class members within the deadline set forth in Settlement Agreement Paragraph 10.33;
IT IS FURTHER ORDERED that any individual who is not a class member a defined in the Settlement Agreement is not eligible for a compensatory award based on sub ission of a Rider as described in Settlement Agreement Paragraphs lO.l(iv)(c) and 10.15;

Case 1:04-cv-09194-CM Document 316 Filed 04/08/11 Page 3 of 3

3
IT IS FURTHER ORDERED that NPC, through the Claims Administrator, ill provide notice in a form approved by the Court to all individuals erroneously included in th class with information that the original Notice of Class Action Settlement was sent to that i dividual in error, but that they may elect to receive a settlement payment for a specific sum ifth y complete and submit a form releasing NPC from potential claims relating to their employme t by NPC. These individuals must execute and return a release to NPC in order to receive settlement payment. Payments made in exchange for these additional releases wiU be deduct from the amount that would otherwise revert to NPC pursuant to Settlement Agreement Paragr ph 8.7, but will not delay or prevent the portion of the reversionary fund not affected by this p ocess from being transferred to NPC as set forth in Paragraph 8. 7. The notice will provide a p ·od of 60 calendar days to execute and return the release.

IT IS SO ORDERED, this

day of April, 2011.

HONORABLE COLLEEN MCMAHON UNITED STATES DISTRICT JUDGE SOUTHERN DISTRICT OF NEW YORK

 
 Case 1:04-cv-09194-CM Document 324 Filed 09/23/13 Page 1 of 1
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK UNITED STATES COURTHOUSE 500 PEARL STREET
NEW YORK. NEW YORK 10007-1581
(212) 805-6325

CHAMBERS OF
COLLEEN McMAHON
UNITED STATES DISTRICT JUDGE

TO ALL COUNSEL IN:

Amy Velez, et al., v. Novartis Corporation, et al., (04 Civ. 9194) (CM)

FROM: RE: DATE:

Judge McMahon Dr. Gelfand September 23,2013

Counsel:
I have heard from Dr. Gelfand. He tells me that repeated efforts to get some information from you have resulted in no answers; he wants to know if he should give up preparing his second year's report and simply submit a bill.
I would appreciate it if someone would get back to Dr. Gelfand with the information he seeks. I realize that you all have moved on, but you agreed to a three year monitoring procedure and no one has applied to end it prematurely, so I expect you to live up to your bargain.

Colleen McMahon

 
 Case 1:04-cv-09194-CM Document 328 Filed 04/29/14 Page 1 of 2

I 1'

. \
I .j \ :.\ \-,,\... )\ (,

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

AMY VELEZ, PENNI ZELINKOFF, MINEL

HIDER TOBERTGA, MICHELLE

WILLIAMS, JENNIFER WAXMAN-RECHT,

,·.) ...

KAREN LIGGINS, LORI HORTON, HOLLY

WATERS, WENDY PINSON, ROBERTA

'"1 ' '

VONLINTEL, ASHLEY NARMOUR,

CATHERINE WHITE, KELLY CORBETT,

SUE EARL, JAMIE HOLLAND, JOAN

DURKIN, SIMONA LOPES, MARYANNE

.JACOBY, and MARTA DEYNE,

04 Civ. 9194 (CM)

Individually and on Behalf of Others Similarly Situated,

Plaintiffs,
v.

NOVARTIS PHARMACEUTICALS CORPORATION,

Defendant.

!PR8FOSR6) ORDER CONCLUDING MONITORING PERIOD AND PROGRAMMATIC RELIEF OBLIGATIONS
Upon consideration of the parties' joint "Motion to Conclude Monitoring Period and
Programmatic Relief Obligations" pursuant to Paragraphs 7.1-7.4 of the Settlement
Agreement, and µpon the Court's review of the exhibits annexed to such motion, comprised
of the certification of compliance submitted by the Compliance Master and the Settlement
Agreement, it is hereby ORDERED:
I. The Court confirms that Novartis Pharmaceuticals Corporation's compliance with the programmatic relief terms of the Settlement Agreement is satisfactory to the Court;
2. The Court terminates the programmatic relief monitoring period for the relief described in the Settlement Agreement; and

Case 1:04-cv-09194-CM Document 328 Filed 04/29/14 Page 2 of 2

3. The Court terminates Novartis Pharmaceuticals Corporation's obligations, including all reporting obligations to Class Counsel and the Compliance Master, with respect to the programmatic relief described in the Settlement Agreement.

__JJ__, Dated: April

2014

New York, N.Y.

fn HONORABLE COLLEEN MCMAHON ,
U.S.D.J.

2

 
 Case: 1:04-cv-9194 As of: 11/04/2016 11:05 AM EDT 1 of 59
STAYED,CLOSED,ECF
U.S. District Court Southern District of New York (Foley Square) CIVIL DOCKET FOR CASE #: 1:04−cv−09194−CM

Velez et al v. Novartis Corporation et al

Date Filed: 11/19/2004

Assigned to: Judge Colleen McMahon

Date Terminated: 11/30/2010

Demand: $9,999,000

Jury Demand: Plaintiff

Cause: 42:2000e−2e Job Discrimination (Unlawful Employment Nature of Suit: 442 Civil Rights: Jobs

Practices)

Jurisdiction: Federal Question

Plaintiff

Amy Velez Individually and on behlf of others simiarly situated

represented by Angela Corridan Sanford, Wittels &Heisler, L.L.P. 1666 Connecticut Avenue Suite 310 Washington, DC 20009 (202) 742−7780 TERMINATED: 09/17/2009 LEAD ATTORNEY ATTORNEY TO BE NOTICED

David W. Sanford Sanford Heisler, 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

Felicia M Medina Sanford Heisler, LLP (SF) 555 Montgomery Street, Suite 820 San Francisco, CA 94111 (415) 795−2020 Email: fmedina@sanfordheisler.com LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Jeremy Heisler Sanford Heisler, LLP 1350 Avenue Of The Americas, 31st Floor New York, NY 10019 (646) 723−2947 Fax: (646) 723−2948 Email: jheisler@sanfordheisler.com LEAD ATTORNEY ATTORNEY TO BE NOTICED

Katherine M. Kimpel Sanford Heisler, LLP (DC) 1666 Connecticut Avenue, N.W. Suite 300 Washington, DC 20009 (202) 742−7788 Fax: (202) 742−7776 Email: kkimpel@sanfordheisler.com LEAD ATTORNEY

Case: 1:04-cv-9194 As of: 11/04/2016 11:05 AM EDT 2 of 59

PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine Leong Sanford Heisler, LLP (DC) 1666 Connecticut Avenue, N.W. Suite 300 Washington, DC 20009 (202) 499−5200 Fax: (202) 499−5199 Email: kleong@sanfordheisler.com LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Lisa A. Goldblatt Sanford Heisler, LLP (DC) 1666 Connecticut Avenue, N.W. Suite 300 Washington, DC 20009 202−942−9136 Fax: 202−628−8189 Email: lgoldblatt@nydclaw.com TERMINATED: 03/07/2007 LEAD ATTORNEY

Steven Lance Wittels Sanford Heisler, LLP 1350 Avenue Of The Americas, 31st Floor New York, NY 10019 (646)723−2947 Fax: (646)723−2948 Email: slw@wittelslaw.com LEAD ATTORNEY ATTORNEY TO BE NOTICED

Sharon Eubanks Sanford Heisler, LLP (DC) 1666 Connecticut Avenue, N.W. Suite 300 Washington, DC 20009 (202)−742−7789 Fax: (202)−742−7776 PRO HAC VICE ATTORNEY TO BE NOTICED

Shayna Michelle Bloom Sanford Wittels &Heisler, LLP 1666 Conencticut Avenue, North West Suite 310 Washington, DC 20009 (202) 742−7782 Fax: (202) 742−7776 Email: sbloom@nydclaw.com TERMINATED: 10/30/2008 PRO HAC VICE ATTORNEY TO BE NOTICED

Plaintiff
Sonia Klinger Individually and on behalf of others similarly situated TERMINATED: 02/07/2006

represented by Jeremy Heisler (See above for address)
Steven Lance Wittels (See above for address)

Case: 1:04-cv-9194 As of: 11/04/2016 11:05 AM EDT 3 of 59

Plaintiff Penni Zelinkoff Individually and on behalf of others similarly situated
Plaintiff

represented by Angela Corridan Sanford, Wittels &Heisler, L.L.P. 950 Third Avenue 10th Floor New York, NY 10022 (646) 723−2947 Fax: (646) 723−2948 TERMINATED: 09/17/2009 LEAD ATTORNEY ATTORNEY TO BE NOTICED
David W. Sanford (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Felicia M Medina (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Jeremy Heisler (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Katherine M. Kimpel (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Katherine Leong (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Lisa A. Goldblatt (See above for address) TERMINATED: 03/07/2007 LEAD ATTORNEY
Steven Lance Wittels (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Sharon Eubanks (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED
Shayna Michelle Bloom (See above for address) TERMINATED: 10/30/2008 PRO HAC VICE ATTORNEY TO BE NOTICED

Case: 1:04-cv-9194 As of: 11/04/2016 11:05 AM EDT 4 of 59

Minel Hider Tobertga Individually and on behalf of others similarly situated

represented by Angela Corridan (See above for address) TERMINATED: 09/17/2009 LEAD ATTORNEY ATTORNEY TO BE NOTICED

David W. Sanford (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Felicia M Medina (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Jeremy Heisler (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Katherine M. Kimpel (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine Leong (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Lisa A. Goldblatt (See above for address) TERMINATED: 03/07/2007 LEAD ATTORNEY

Steven Lance Wittels (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Sharon Eubanks (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED

Shayna Michelle Bloom (See above for address) TERMINATED: 10/30/2008 PRO HAC VICE ATTORNEY TO BE NOTICED

Plaintiff
Michelle Williams Individually and on behalf of others similarly situated

represented by Angela Corridan (See above for address) TERMINATED: 09/17/2009 LEAD ATTORNEY ATTORNEY TO BE NOTICED

David W. Sanford

Case: 1:04-cv-9194 As of: 11/04/2016 11:05 AM EDT 5 of 59

(See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Felicia M Medina (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Jeremy Heisler (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Katherine M. Kimpel (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine Leong (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Lisa A. Goldblatt (See above for address) TERMINATED: 03/07/2007 LEAD ATTORNEY

Steven Lance Wittels (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Sharon Eubanks (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED

Shayna Michelle Bloom (See above for address) TERMINATED: 10/30/2008 PRO HAC VICE ATTORNEY TO BE NOTICED

Plaintiff
Stephanie Cates TERMINATED: 02/27/2006

represented by Jeremy Heisler (See above for address) ATTORNEY TO BE NOTICED

Steven Lance Wittels (See above for address) ATTORNEY TO BE NOTICED

Plaintiff Lori Horton

represented by Angela Corridan (See above for address) TERMINATED: 09/17/2009 LEAD ATTORNEY ATTORNEY TO BE NOTICED

Case: 1:04-cv-9194 As of: 11/04/2016 11:05 AM EDT 6 of 59

Plaintiff Karen Liggins

David W. Sanford (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Felicia M Medina (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Katherine M. Kimpel (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Katherine Leong (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Lisa A. Goldblatt (See above for address) TERMINATED: 03/07/2007 LEAD ATTORNEY
Jeremy Heisler (See above for address) ATTORNEY TO BE NOTICED
Sharon Eubanks (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED
Shayna Michelle Bloom (See above for address) TERMINATED: 10/30/2008 PRO HAC VICE ATTORNEY TO BE NOTICED
Steven Lance Wittels (See above for address) ATTORNEY TO BE NOTICED
represented by Angela Corridan (See above for address) TERMINATED: 09/17/2009 LEAD ATTORNEY ATTORNEY TO BE NOTICED
David W. Sanford (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Felicia M Medina (See above for address)

Case: 1:04-cv-9194 As of: 11/04/2016 11:05 AM EDT 7 of 59

LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine M. Kimpel (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine Leong (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Jeremy Heisler (See above for address) ATTORNEY TO BE NOTICED

Sharon Eubanks (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED

Shayna Michelle Bloom (See above for address) TERMINATED: 10/30/2008 PRO HAC VICE ATTORNEY TO BE NOTICED

Steven Lance Wittels (See above for address) ATTORNEY TO BE NOTICED

Plaintiff Wendy Pinson

represented by Angela Corridan (See above for address) TERMINATED: 09/17/2009 LEAD ATTORNEY ATTORNEY TO BE NOTICED

David W. Sanford (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Felicia M Medina (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine M. Kimpel (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine Leong (See above for address) LEAD ATTORNEY PRO HAC VICE

Case: 1:04-cv-9194 As of: 11/04/2016 11:05 AM EDT 8 of 59

ATTORNEY TO BE NOTICED

Lisa A. Goldblatt (See above for address) TERMINATED: 03/07/2007 LEAD ATTORNEY

Jeremy Heisler (See above for address) ATTORNEY TO BE NOTICED

Sharon Eubanks (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED

Shayna Michelle Bloom (See above for address) TERMINATED: 10/30/2008 PRO HAC VICE ATTORNEY TO BE NOTICED

Steven Lance Wittels (See above for address) ATTORNEY TO BE NOTICED

Plaintiff Roberta VonLintel

represented by Angela Corridan (See above for address) TERMINATED: 09/17/2009 LEAD ATTORNEY ATTORNEY TO BE NOTICED

David W. Sanford (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Felicia M Medina (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine M. Kimpel (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine Leong (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Lisa A. Goldblatt (See above for address) TERMINATED: 03/07/2007 LEAD ATTORNEY

Jeremy Heisler (See above for address)

Case: 1:04-cv-9194 As of: 11/04/2016 11:05 AM EDT 9 of 59

ATTORNEY TO BE NOTICED

Sharon Eubanks (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED

Shayna Michelle Bloom (See above for address) TERMINATED: 10/30/2008 PRO HAC VICE ATTORNEY TO BE NOTICED

Steven Lance Wittels (See above for address) ATTORNEY TO BE NOTICED

Plaintiff Holly Waters

represented by Angela Corridan (See above for address) TERMINATED: 09/17/2009 LEAD ATTORNEY ATTORNEY TO BE NOTICED

David W. Sanford (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Felicia M Medina (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine M. Kimpel (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine Leong (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Lisa A. Goldblatt (See above for address) TERMINATED: 03/07/2007 LEAD ATTORNEY

Jeremy Heisler (See above for address) ATTORNEY TO BE NOTICED

Sharon Eubanks (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED

Shayna Michelle Bloom (See above for address)

Case: 1:04-cv-9194 As of: 11/04/2016 11:05 AM EDT 10 of 59

TERMINATED: 10/30/2008 PRO HAC VICE ATTORNEY TO BE NOTICED

Steven Lance Wittels (See above for address) ATTORNEY TO BE NOTICED

Plaintiff Jennifer Waxman−Recht

represented by Angela Corridan (See above for address) TERMINATED: 09/17/2009 LEAD ATTORNEY ATTORNEY TO BE NOTICED

David W. Sanford (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Felicia M Medina (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine M. Kimpel (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine Leong (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Lisa A. Goldblatt (See above for address) TERMINATED: 03/07/2007 LEAD ATTORNEY

Jeremy Heisler (See above for address) ATTORNEY TO BE NOTICED

Sharon Eubanks (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED

Shayna Michelle Bloom (See above for address) TERMINATED: 10/30/2008 PRO HAC VICE ATTORNEY TO BE NOTICED

Steven Lance Wittels (See above for address) ATTORNEY TO BE NOTICED

Plaintiff

Case: 1:04-cv-9194 As of: 11/04/2016 11:05 AM EDT 11 of 59

Kelly Corbett

represented by Angela Corridan (See above for address) TERMINATED: 09/17/2009 LEAD ATTORNEY ATTORNEY TO BE NOTICED

David W. Sanford (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Felicia M Medina (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine M. Kimpel (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine Leong (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Lisa A. Goldblatt (See above for address) TERMINATED: 03/07/2007 LEAD ATTORNEY

Steven Lance Wittels (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Jeremy Heisler (See above for address) ATTORNEY TO BE NOTICED

Sharon Eubanks (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED

Shayna Michelle Bloom (See above for address) TERMINATED: 10/30/2008 PRO HAC VICE ATTORNEY TO BE NOTICED

Plaintiff Marta Deyne

represented by Angela Corridan (See above for address) TERMINATED: 09/17/2009 LEAD ATTORNEY ATTORNEY TO BE NOTICED

David W. Sanford (See above for address)

Case: 1:04-cv-9194 As of: 11/04/2016 11:05 AM EDT 12 of 59

LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Felicia M Medina (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine M. Kimpel (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine Leong (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Lisa A. Goldblatt (See above for address) TERMINATED: 03/07/2007 LEAD ATTORNEY

Steven Lance Wittels (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Jeremy Heisler (See above for address) ATTORNEY TO BE NOTICED

Sharon Eubanks (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED

Shayna Michelle Bloom (See above for address) TERMINATED: 10/30/2008 PRO HAC VICE ATTORNEY TO BE NOTICED

Plaintiff Joan Durkin

represented by Angela Corridan (See above for address) TERMINATED: 09/17/2009 LEAD ATTORNEY ATTORNEY TO BE NOTICED

David W. Sanford (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Felicia M Medina (See above for address) LEAD ATTORNEY PRO HAC VICE

Case: 1:04-cv-9194 As of: 11/04/2016 11:05 AM EDT 13 of 59

ATTORNEY TO BE NOTICED

Katherine M. Kimpel (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine Leong (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Lisa A. Goldblatt (See above for address) TERMINATED: 03/07/2007 LEAD ATTORNEY

Steven Lance Wittels (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Jeremy Heisler (See above for address) ATTORNEY TO BE NOTICED

Sharon Eubanks (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED

Shayna Michelle Bloom (See above for address) TERMINATED: 10/30/2008 PRO HAC VICE ATTORNEY TO BE NOTICED

Plaintiff
Sue Earl TERMINATED: 09/17/2009

represented by Angela Corridan (See above for address) TERMINATED: 09/17/2009 LEAD ATTORNEY ATTORNEY TO BE NOTICED

David W. Sanford (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine M. Kimpel (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Lisa A. Goldblatt (See above for address) TERMINATED: 03/07/2007 LEAD ATTORNEY

Steven Lance Wittels

Case: 1:04-cv-9194 As of: 11/04/2016 11:05 AM EDT 14 of 59

(See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Jeremy Heisler (See above for address) ATTORNEY TO BE NOTICED

Shayna Michelle Bloom (See above for address) TERMINATED: 10/30/2008 PRO HAC VICE ATTORNEY TO BE NOTICED

Plaintiff Jamie Holland

represented by Angela Corridan (See above for address) TERMINATED: 09/17/2009 LEAD ATTORNEY ATTORNEY TO BE NOTICED

David W. Sanford (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Felicia M Medina (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine M. Kimpel (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine Leong (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Lisa A. Goldblatt (See above for address) TERMINATED: 03/07/2007 LEAD ATTORNEY

Steven Lance Wittels (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Jeremy Heisler (See above for address) ATTORNEY TO BE NOTICED

Sharon Eubanks (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED

Case: 1:04-cv-9194 As of: 11/04/2016 11:05 AM EDT 15 of 59

Shayna Michelle Bloom (See above for address) TERMINATED: 10/30/2008 PRO HAC VICE ATTORNEY TO BE NOTICED

Plaintiff Maryanne Jacoby

represented by Angela Corridan (See above for address) TERMINATED: 09/17/2009 LEAD ATTORNEY ATTORNEY TO BE NOTICED

David W. Sanford (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Felicia M Medina (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine M. Kimpel (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine Leong (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Lisa A. Goldblatt (See above for address) TERMINATED: 03/07/2007 LEAD ATTORNEY

Steven Lance Wittels (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Jeremy Heisler (See above for address) ATTORNEY TO BE NOTICED

Sharon Eubanks (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED

Shayna Michelle Bloom (See above for address) TERMINATED: 10/30/2008 PRO HAC VICE ATTORNEY TO BE NOTICED

Plaintiff Simona Lopes

represented by

Case: 1:04-cv-9194 As of: 11/04/2016 11:05 AM EDT 16 of 59

Angela Corridan (See above for address) TERMINATED: 09/17/2009 LEAD ATTORNEY ATTORNEY TO BE NOTICED

David W. Sanford (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Felicia M Medina (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine M. Kimpel (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine Leong (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Lisa A. Goldblatt (See above for address) TERMINATED: 03/07/2007 LEAD ATTORNEY

Steven Lance Wittels (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Jeremy Heisler (See above for address) ATTORNEY TO BE NOTICED

Sharon Eubanks (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED

Shayna Michelle Bloom (See above for address) TERMINATED: 10/30/2008 PRO HAC VICE ATTORNEY TO BE NOTICED

Plaintiff
Ashley Narmour TERMINATED: 09/17/2009

represented by Angela Corridan (See above for address) TERMINATED: 09/17/2009 LEAD ATTORNEY ATTORNEY TO BE NOTICED

David W. Sanford (See above for address)

Case: 1:04-cv-9194 As of: 11/04/2016 11:05 AM EDT 17 of 59

LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine M. Kimpel (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Lisa A. Goldblatt (See above for address) TERMINATED: 03/07/2007 LEAD ATTORNEY

Steven Lance Wittels (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Jeremy Heisler (See above for address) ATTORNEY TO BE NOTICED

Shayna Michelle Bloom (See above for address) TERMINATED: 10/30/2008 PRO HAC VICE ATTORNEY TO BE NOTICED

Plaintiff Catherine White

represented by Angela Corridan (See above for address) TERMINATED: 09/17/2009 LEAD ATTORNEY ATTORNEY TO BE NOTICED

David W. Sanford (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Felicia M Medina (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine M. Kimpel (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Katherine Leong (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Lisa A. Goldblatt (See above for address) TERMINATED: 03/07/2007

Case: 1:04-cv-9194 As of: 11/04/2016 11:05 AM EDT 18 of 59
LEAD ATTORNEY
Steven Lance Wittels (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED
Jeremy Heisler (See above for address) ATTORNEY TO BE NOTICED
Sharon Eubanks (See above for address) PRO HAC VICE ATTORNEY TO BE NOTICED
Shayna Michelle Bloom (See above for address) TERMINATED: 10/30/2008 PRO HAC VICE ATTORNEY TO BE NOTICED

V.
Defendant
Novartis Corporation TERMINATED: 07/31/2007

represented by Aaron R. Gelb Vedder, Price, P.C. (Chicago) 222 North Lasalle Street Suite 2600 Chicago, IL 60601 (312)−609−7500 Fax: (312)−609−5005 Email: agelb@vedderprice.com LEAD ATTORNEY ATTORNEY TO BE NOTICED
Charles Benno Wolf Vedder, Price, Kaufman, Kammholz &Day 805 Third Avenue New York, NY 10022 (312)−609−7888 Fax: (312)−609−5005 Email: cwolf@vedderprice.com LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED
Jonathan Alan Wexler Vedder Price P.C. (NY) 1633 Broadway, 31st Floor New York, NY 10019 212 407 7732 Fax: 212 407 7799 Email: jwexler@vedderprice.com LEAD ATTORNEY ATTORNEY TO BE NOTICED
Richard H. Schnadig Vedder, Price, P.C. (Chicago) 222 North Lasalle Street Suite 2600 Chicago, IL 60601 (312)−609−7810 Fax: (312)−609−5005

Case: 1:04-cv-9194 As of: 11/04/2016 11:05 AM EDT 19 of 59
Email: rschnadig@vedderprice.com LEAD ATTORNEY ATTORNEY TO BE NOTICED
Sara Jeanine Kagay Vedder, Price, P.C. (Chicago) 222 North Lasalle Street Suite 2600 Chicago, IL 60601 (312)−609−7500 Fax: (312)−609−5005 Email: skagay@vedderprice.com LEAD ATTORNEY ATTORNEY TO BE NOTICED
Thomas G. Abram Vedder, Price, P.C. (Chicago) 222 North Lasalle Street Suite 2600 Chicago, IL 60601 (312)−609−7500 Fax: (312)−609−5005 Email: tabram@vedderprice.com LEAD ATTORNEY ATTORNEY TO BE NOTICED
Vincent R Fitzpatrick White &Case LLP (NY) 1155 Avenue of the Americas Suite 1444 New York, NY 10036 (212)−819−8569 Fax: (212)−819−8113 Email: vfitzpatrick@whitecase.com LEAD ATTORNEY ATTORNEY TO BE NOTICED
Alison Ruth Kirshner Paul Hastings LLP (NY) 200 Park Avenue New York, NY 10166 (212) 318−6000 Fax: (212) 752−2279 Email: alisonkirshner@paulhastings.com ATTORNEY TO BE NOTICED
Heather McDevitt White &Case LLP (NY) 1155 Ave of the Americas New York, NY 10036 (212) 819−8937 Fax: (212) 354−8113 Email: hmcdevitt@whitecase.com ATTORNEY TO BE NOTICED
Jack Pace White &Case LLP (NY) 1155 Ave of the Americas New York, NY 10036 (212) 819−8200 Fax: (212) 354−8113 Email: jpace@whitecase.com ATTORNEY TO BE NOTICED
Defendant

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Novartis Pharmaceutical Corporation

represented by Aaron R. Gelb (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Charles Benno Wolf (See above for address) LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Elizabeth N. Hall Vedder, Price, P.C. (Chicago) 222 North Lasalle Street Suite 2600 Chicago, IL 60601 (312) 609−7500 Fax: (312) 609−5005 Email: ehall@vedderprice.com LEAD ATTORNEY PRO HAC VICE ATTORNEY TO BE NOTICED

Evan R Chesler Cravath, Swaine &Moore LLP 825 Eighth Avenue New York, NY 10019 (212) 474−1000 Fax: (212) 474−3700 Email: echesler@cravath.com LEAD ATTORNEY ATTORNEY TO BE NOTICED

Jonathan Alan Wexler (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Richard H. Schnadig (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Sara Jeanine Kagay (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Thomas G. Abram (See above for address) LEAD ATTORNEY ATTORNEY TO BE NOTICED

Amy Louise Bess Vedder Price P.C. (NY) 1633 Broadway, 31st Floor New York, NY 10019 (202)−312−3361 Fax: (202)−312−3322 Email: abess@vedderprice.com PRO HAC VICE ATTORNEY TO BE NOTICED

Richard H. Schnadig (See above for address)

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ATTORNEY TO BE NOTICED

Defendant
Thomas Ebeling TERMINATED: 04/09/2009

represented by Andrea S. Christensen United States Attorney's Office Southern District of New York One St. Andrew's Plaza New York, NY 10007 (212)−836−8000 Fax: (212)−836−8689 Email: achristensen@kayescholer.com LEAD ATTORNEY

Date Filed 11/19/2004 11/19/2004 11/19/2004 11/19/2004 11/19/2004 02/23/2005
03/07/2005 03/07/2005 03/30/2005
04/04/2005
04/19/2005

# Docket Text
1 COMPLAINT against Novartis Corporation, Novartis Pharmaceutical Corporation. (Filing Fee $ 150.00, Receipt Number 527025)Document filed by Sonia Klinger, Minel Tobertga Hider, Amy Velez, Michelle Williams, Penni Zelinkoff.(gf, ) Additional attachment(s) added on 11/24/2004 (gf, ). (Entered: 11/22/2004)
SUMMONS ISSUED as to Novartis Corporation, Novartis Pharmaceutical Corporation. (gf, ) (Entered: 11/22/2004)
2 NOTICE of Appearance by Jeremy Heisler on behalf of Sonia Klinger, Minel Tobertga Hider, Amy Velez, Michelle Williams, Penni Zelinkoff (gf, ) Additional attachment(s) added on 11/24/2004 (gf, ). (Entered: 11/22/2004)
Magistrate Judge Frank Maas is so designated. (gf, ) (Entered: 11/22/2004)
Case Designated ECF. (gf, ) (Entered: 11/22/2004)
3 AMENDED COMPLAINT against Novartis Corporation, Novartis Pharmaceutical Corporation.Document filed by Stephanie Cates, Lori Horton, Karen Liggins, Wendy Pinson, Roberta Vonlintel, Holly Waters, Jennifer Waxman−Recht, Michelle Williams, Amy Velez, Sonia Klinger, Penni Zelinkoff, Minel Tobertga Hider.(dle, ) (Entered: 02/24/2005)
4 ENDORSED LETTER addressed to Judge Gerard E. Lynch from Jonathan A. Wexler dated 3/1/05 re: counsel for dfts request that the time for dfts to respond to the amended complaint be extended to 4/18/05. So Ordered. (Signed by Judge Gerard E. Lynch on 3/4/05) (dle, ) (Entered: 03/10/2005)
Set Answer Due Date purs. to 4 Endorsed Letter, as to Novartis Corporation answer due on 4/18/2005; Novartis Pharmaceutical Corporation answer due on 4/18/2005. (dle, ) (Entered: 03/10/2005)
5 MOTION pursuant to Rule 1.3(c) of the Local Rules of the U.S. District Courts for the Southern and Eastern Districts of New York for an Order allowing the admission of Charles B. Wolf, Richard H. Schnadig, Thomas G. Abram, Aaron R. Gelb and Sara J. Kagay as attorneys Pro Hac Vice to argue or try this case in whole or in part as counsel or advocate. Affidavit of Jonathan A. Wexler in support and proposed Order attached. Document filed by Novartis Corporation, Novartis Pharmaceutical Corporation. Return Date set for 4/15/2005 10:00 AM. (yv, ) Modified on 4/6/2005 (yv, ). (Entered: 04/06/2005)
6 MOTION pursuant to Rule 1.3(c) of the Local Rules of the U.S. District Courts for the Southern and Eastern Districts of New York for an Order allowing the admission of Charles B. Wolf, Richard H. Schnadig, Thomas G. Abram, Aaron R. Gelb and Sara J. Kagay as attorneys Pro Hac Vice for defendant. Affidavit of Jonathan A. Wexler in support attached. Document filed by Novartis Corporation, Novartis Pharmaceutical Corporation. Return Date set for 4/15/2005 10:00 AM. (yv, ) Modified on 4/11/2005 (yv, ). Modified on 4/11/2005 (yv, ). (Entered: 04/11/2005)
7 MOTION for Summary Judgment. Document filed by Novartis Corporation, Novartis Pharmaceutical Corporation. Responses due by 5/2/2005 Return Date set

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04/19/2005 04/20/2005 04/20/2005
04/20/2005 04/20/2005 04/20/2005 04/20/2005 04/20/2005
04/20/2005 04/20/2005
04/20/2005 05/04/2005 05/09/2005

for 5/16/2005 09:30 AM. (Attachments: # 1 # 2 # 3 # 4 # 5 # 6 # 7 # 8 # 9 # 10)(Wexler, Jonathan) (Entered: 04/19/2005)
8 MEMORANDUM OF LAW in Support re: 7 MOTION for Summary Judgment.. Document filed by Novartis Corporation, Novartis Pharmaceutical Corporation. (Wexler, Jonathan) (Entered: 04/19/2005)
9 FILING ERROR − DEFICIENT DOCKET ENTRY−RULE 7.1 DISCLOSURE STATEMENT. Document filed by Novartis Corporation, Novartis Pharmaceutical Corporation.(Wexler, Jonathan) Modified on 4/20/2005 (jp, ). (Entered: 04/20/2005)
10 FILING ERROR − DEFICIENT DOCKET ENTRY − ANSWER to Amended Complaint. Document filed by Novartis Corporation, Novartis Pharmaceutical Corporation. Related document: 3 Amended Complaint, filed by Michelle Williams,, Amy Velez,, Sonia Klinger,, Penni Zelinkoff,, Minel Tobertga Hider,, Jennifer Waxman−Recht,, Karen Liggins,, Lori Horton,, Holly Waters,, Stephanie Cates,, Wendy Pinson,, Roberta Vonlintel,. (Attachments: # 1)(Wexler, Jonathan) Modified on 4/20/2005 (kg). Modified on 4/20/2005 (kg, ). (Entered: 04/20/2005)
11 FILING ERROR − DEFICIENT DOCKET ENTRY − RULE 7.1 DISCLOSURE STATEMENT. Document filed by Novartis Corporation, Novartis Pharmaceutical Corporation.(Wexler, Jonathan) Modified on 4/20/2005 (kg). (Entered: 04/20/2005)
***NOTE TO ATTORNEY TO RE−FILE DOCUMENT − DEFICIENT DOCKET ENTRY ERROR. Note to Attorney Jonathan Wexler to RE−FILE Document 10 Answer to Amended Complaint. ERROR(S): Party Selection Error. (kg) (Entered: 04/20/2005)
***NOTE TO ATTORNEY TO RE−FILE DOCUMENT − DEFICIENT DOCKET ENTRY ERROR. Note to Attorney Jonathan Wexler to RE−FILE Document 11 Rule 7.1 Disclosure Statement. ERROR(S): Party Selection Error. (kg) (Entered: 04/20/2005)
12 RULE 7.1 DISCLOSURE STATEMENT. Document filed by Novartis Corporation.(Wexler, Jonathan) (Entered: 04/20/2005)
13 ANSWER to Amended Complaint. Document filed by Novartis Corporation. Related document: 3 Amended Complaint, filed by Michelle Williams,, Amy Velez,, Sonia Klinger,, Penni Zelinkoff,, Minel Tobertga Hider,, Jennifer Waxman−Recht,, Karen Liggins,, Lori Horton,, Holly Waters,, Stephanie Cates,, Wendy Pinson,, Roberta Vonlintel,. (Attachments: # 1)(Wexler, Jonathan) (Entered: 04/20/2005)
14 RULE 7.1 DISCLOSURE STATEMENT. Document filed by Novartis Pharmaceutical Corporation.(Wexler, Jonathan) (Entered: 04/20/2005)
15 ANSWER to Amended Complaint. Document filed by Novartis Pharmaceutical Corporation. Related document: 3 Amended Complaint, filed by Michelle Williams,, Amy Velez,, Sonia Klinger,, Penni Zelinkoff,, Minel Tobertga Hider,, Jennifer Waxman−Recht,, Karen Liggins,, Lori Horton,, Holly Waters,, Stephanie Cates,, Wendy Pinson,, Roberta Vonlintel,. (Attachments: # 1)(Wexler, Jonathan) (Entered: 04/20/2005)
16 ORDER granting 5 Motion to Appear Pro Hac Vice, granting 6 Motion to Appear Pro Hac Vice . (Signed by Judge Gerard E. Lynch on 4/16/05) (jco, ) (Entered: 04/22/2005)
17 STIPULATION AND ORDER: plaintiffs' opposition to defendants' motion for summary judgment due by 5/9/2005. Reply due by 5/23/2005. (Signed by Judge Gerard E. Lynch on 5/3/05) (kw, ) (Entered: 05/05/2005)
18 OPPOSITION BRIEF re: 7 MOTION for Summary Judgment.. Document filed by Michelle Williams, Amy Velez, Stephanie Cates, Lori Horton, Karen Liggins, Wendy Pinson, Roberta Vonlintel, Holly Waters, Jennifer Waxman−Recht, Sonia Klinger, Penni Zelinkoff, Minel Tobertga Hider.(Wittels, Steven) (Entered: 05/09/2005)

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05/09/2005 05/09/2005 05/16/2005 05/16/2005 05/16/2005
05/31/2005 06/01/2005 06/03/2005
06/03/2005

19 MEMORANDUM OF LAW in Opposition re: 7 MOTION for Summary Judgment.. Document filed by Michelle Williams, Amy Velez, Stephanie Cates, Lori Horton, Karen Liggins, Wendy Pinson, Roberta Vonlintel, Holly Waters, Jennifer Waxman−Recht, Sonia Klinger, Penni Zelinkoff, Minel Tobertga Hider. (Attachments: # 1 Affidavit of Sonia Klinger in Support of Opposition# 2 Exhibit B in Support of Opposition# 3 Responses to Statement of Uncontested Material Facts# 4 Statement of Contested Material Facts)(Wittels, Steven) (Entered: 05/09/2005)
20 MOTION for an order, admitting David W. Sanford and Lisa A. Goldblatt to Appear Pro Hac Vice. Document filed by Michelle Williams, Amy Velez, Stephanie Cates, Lori Horton, Karen Liggins, Wendy Pinson, Roberta Vonlintel, Holly Waters, Jennifer Waxman−Recht, Sonia Klinger, Penni Zelinkoff, Minel Tobertga Hider. Return Date set for 5/20/2005 at 10:00 AM. (sac, ) (Entered: 05/10/2005)
21 ORDER withdrawing without prejudice 7 Motion for Summary Judgment to renewing the motion at a subsequent date. Plaintiffs are to serve document demands and interrogatories on the limited issue of the relationship between defendant Novartis Corporation and its subsidiary and co−defendant, Novartis Pharmaceutical Corporation, no later than 5/27/05. The parties are to appear before the Court for an interim status conference in this matter on Friday, 10/14/05 at 10:30 a.m. (Signed by Judge Gerard E. Lynch on 5/13/05) (yv, ) (Entered: 05/17/2005)
Set/Reset Hearings: Status Conference set for 10/14/2005 at 10:30 AM before Judge Gerard E. Lynch. (yv, ) (Entered: 05/17/2005)
22 CASE MANAGEMENT PLAN: Amended pleadings may be filed until 6/3/2005. Joinder of additional parties must be accomplished by 6/3/2005. The motion for class certification is to be served and filed by 3/31/2006. Answering papers are to be served and filed by 4/30/2006. Reply papers are to be served and filed by 5/31/2006. All fact discovery related to class certification is to be completed by 11/30/2005. First request for production of documents relating to class certification, if any, to be served by 6/30/05. Interrogatories relating to class certification pursuant to Local Rule 33.3(a) of the Civil Rules of the Southern District of New York to be served by 6/30/05. Experts, if any, in support of class certification are to be designated by plaintiffs by 10/31/05, and any reports furnished by 11/30/05. Any experts by defendants in opposition to class certification shall be designated by 11/30/05, and any reports furnished by 1/15/06. Experts may de deposed, but such depositions must occur by 1/31/06. The parties are to appear before the Court for an interim status conference in this matter on Friday, 10/14/2005 at 10:30 AM (Signed by Judge Gerard E. Lynch on 5/13/05) (yv, ) (Entered: 05/17/2005)
23 STIPULATION AND ORDER plaintiffs' memo in support of opposition to defendants' motion shall be no more than 30 pages; and defendants' reply to plaintiffs' memo in support of opposition shall be no more than 15 pages. So Ordered.(Signed by Judge Gerard E. Lynch on 5/11/05) (jco, ) (Entered: 06/02/2005)
24 STIPULATION AND ORDER that the parties time to serve their initial disclosures purs. to Rule 26(a)(1) of the FRCP is extended to and including 6/24/05. (Signed by Judge Gerard E. Lynch on 5/31/05) (dle, ) (Entered: 06/03/2005)
25 Second AMENDED COMPLAINT amending 3 Amended Complaint, against Thomas Ebeling, Novartis Corporation, Novartis Pharmaceutical Corporation.Document filed by Michelle Williams, Amy Velez, Stephanie Cates, Lori Horton, Karen Liggins, Wendy Pinson, Roberta Vonlintel, Holly Waters, Jennifer Waxman−Recht, Sonia Klinger, Penni Zelinkoff, Minel Tobertga Hider. Related document: 3 Amended Complaint, filed by Michelle Williams,, Amy Velez,, Sonia Klinger,, Penni Zelinkoff,, Minel Tobertga Hider,, Jennifer Waxman−Recht,, Karen Liggins,, Lori Horton,, Holly Waters,, Stephanie Cates,, Wendy Pinson,, Roberta Vonlintel,.(kw, ) (Entered: 06/06/2005)
Set Answer Due Date purs. to 25 Amended Complaint as to Novartis Corporation answer due on 6/13/2005; Novartis Pharmaceutical Corporation answer due on

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06/17/2005
06/24/2005 06/24/2005 07/25/2005
07/25/2005 07/26/2005 07/26/2005 07/26/2005 08/31/2005 09/07/2005 09/09/2005
10/11/2005

6/13/2005. (kw, ) (Entered: 06/06/2005)
26 STIPULATION ; that the time by which dfts Novartis Pharmaceuticals Corp. and Novartis Corp. must respond to plaintiffs' First Set of Requests for Production of Documents to dfts, and plaintiffs' First Set of Interrogatories to Dfts, is extended to and including 7/27/05; dfts Novartis Pharmaceuticals Corp. Novartis Corp. must respond to the Second Amended Class Action Complaint is extended to 7/24/05. (Signed by Judge Gerard E. Lynch on 6/15/05) (pl, ) (Entered: 06/20/2005)
27 NOTICE of Appearance by Heather McDevitt on behalf of Novartis Corporation (McDevitt, Heather) (Entered: 06/24/2005)
28 NOTICE of Appearance by Vincent R Fitzpatrick on behalf of Novartis Corporation (Fitzpatrick, Vincent) (Entered: 06/24/2005)
29 ANSWER to Amended Complaint. Document filed by Novartis Pharmaceutical Corporation. Related document: 25 Amended Complaint,, filed by Michelle Williams,, Amy Velez,, Sonia Klinger,, Penni Zelinkoff,, Minel Tobertga Hider,, Jennifer Waxman−Recht,, Karen Liggins,, Lori Horton,, Holly Waters,, Stephanie Cates,, Wendy Pinson,, Roberta Vonlintel,.(Wexler, Jonathan) (Entered: 07/25/2005)
30 ANSWER to Amended Complaint. Document filed by Novartis Corporation. Related document: 25 Amended Complaint,, filed by Michelle Williams,, Amy Velez,, Sonia Klinger,, Penni Zelinkoff,, Minel Tobertga Hider,, Jennifer Waxman−Recht,, Karen Liggins,, Lori Horton,, Holly Waters,, Stephanie Cates,, Wendy Pinson,, Roberta Vonlintel,.(McDevitt, Heather) (Entered: 07/25/2005)
31 STIPULATION OF DISMISSAL; that Class Rep. Fonna Martin hereby dismisses her claims without prejudice against Novartis Corp, Novartis Pharmaceuticals Corp. and Thomas Ebeling. (Signed by Judge Gerard E. Lynch on 7/25/05) (pl, ) Modified on 7/27/2005 (pl, ). (Entered: 07/27/2005)
32 ORDER; granting 20 Motion for David W. Sanford and Lisa A. Goldblatt to Appear Pro Hac Vice . (Signed by Judge Gerard E. Lynch on 7/25/05) (pl, ) (Entered: 07/27/2005)
Transmission to Attorney Admissions Clerk. Transmitted re: 32 Order on Motion to Appear Pro Hac Vice, to the Attorney Admissions Clerk for updating of Attorney Information. (pl, ) (Entered: 07/27/2005)
33 NOTICE of Appearance by Jack Pace on behalf of Novartis Corporation (Pace, Jack) (Entered: 08/31/2005)
34 STIPULATION TO FILE THIRD AMENDED CLASS ACTION COMPLAINT. (Signed by Judge Gerard E. Lynch on 9/6/05) (sac, ) (Entered: 09/08/2005)
35 THIRD AMENDED COMPLAINT amending 25 Amended Complaint,, against Thomas Ebeling, Novartis Corporation, Novartis Pharmaceutical Corporation.Document filed by Kelly Corbett, Marta Deyne, Joan Dutkin, Sue Earl, Jamie Holland, Mary Anne Jacoby, Simona Lopez, Ashley Narmour, Catherine White, Michelle Williams, Amy Velez, Stephanie Cates, Lori Horton, Karen Liggins, Wendy Pinson, Roberta Vonlintel, Holly Waters, Jennifer Waxman−Recht, Sonia Klinger, Penni Zelinkoff, Minel Tobertga Hider. Related document: 25 Amended Complaint,, filed by Michelle Williams,, Amy Velez,, Sonia Klinger,, Penni Zelinkoff,, Minel Tobertga Hider,, Jennifer Waxman−Recht,, Karen Liggins,, Lori Horton,, Holly Waters,, Stephanie Cates,, Wendy Pinson,, Roberta Vonlintel,.(cd, ) Additional attachment(s) added on 9/20/2005 (cd, ). (Entered: 09/13/2005)
36 FILING ERROR − DEFICIENT DOCKET ENTRY − (DOCUMENT WAS NAMED INCRRECTLY) − PROPOSED MOTION for Leave to Appear By telephone. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Dutkin, Sue Earl, Jamie Holland, Mary Anne Jacoby, Simona Lopez, Ashley Narmour, Catherine White, Amy Velez, Stephanie Cates, Lori Horton, Karen Liggins, Wendy Pinson, Roberta Vonlintel, Holly Waters, Jennifer Waxman−Recht, Sonia Klinger, Penni Zelinkoff, Minel Tobertga Hider. Return Date set for 10/13/2005 12:00 PM. (Wittels, Steven) Modified on 10/18/2005 (gf, ).

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10/12/2005
10/14/2005 10/19/2005 10/21/2005 10/27/2005 11/21/2005 12/07/2005 12/07/2005 12/16/2005
12/19/2005
12/19/2005

(Entered: 10/11/2005)
37 MOTION for Leave to Appear By Telephone. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Dutkin, Sue Earl, Jamie Holland, Mary Anne Jacoby, Simona Lopez, Ashley Narmour, Catherine White, Amy Velez, Stephanie Cates, Lori Horton, Karen Liggins, Wendy Pinson, Roberta Vonlintel, Holly Waters, Jennifer Waxman−Recht, Sonia Klinger, Penni Zelinkoff, Minel Tobertga Hider. Return Date set for 10/13/2005 12:00 PM. (Wittels, Steven) (Entered: 10/12/2005)
38 REVISED CASE MANAGEMENT PLAN: Amended Pleadings due by 8/18/2005. Joinder of Parties due by 6/3/2005. Discovery due by 2/28/2006. Status Conference set for 2/3/2006 11:30 AM before Judge Gerard E. Lynch. Additional discovery deadlines are as set forth in this Order. (Signed by Judge Gerard E. Lynch on 10/14/05) (pl, ) (Entered: 10/20/2005)
39 CASE MANAGEMENT PLAN: Motions due by 8/15/2006. Responses due by 9/29/2006 Replies due by 11/10/2006. Discovery due by 2/28/2006. Status Conference set for 2/3/2006 11:30 AM before Judge Gerard E. Lynch. (Signed by Judge Gerard E. Lynch on 10/14/05) (db, ) (Entered: 10/20/2005)
40 JOINT MOTION for Protective Order Joint Motion for Entry of Stipulated Protective Order. Document filed by Novartis Corporation. (Attachments: # 1 Stipulated Protective Order)(Kirshner, Alison) (Entered: 10/21/2005)
41 STIPULATED PROTECTIVE ORDER...regarding procedures to be followed that shall govern the handling of confidential material.... (Signed by Judge Gerard E. Lynch on 10/25/05) (cd, ) (Entered: 10/28/2005)
42 CASE MANAGEMENT PLAN: Status Conference set for 2/3/2006 11:30 AM before Judge Gerard E. Lynch. Discovery due by 2/28/2006. Responses due by 5/1/2006 Motions due by 8/15/2006. Replies due by 11/10/2006. (Signed by Judge Gerard E. Lynch on 10/14/2005) (jmi, ) (Entered: 11/21/2005)
43 ORDER for the pro hac vice appearance of Laura Fentomiller for plaintiffs. (Signed by Judge Gerard E. Lynch on 12/2/05) (cd, ) (Entered: 12/08/2005)
Transmission to Attorney Admissions Clerk. Transmitted re: 43 Order, to the Attorney Admissions Clerk for updating of Attorney Information. (cd, ) (Entered: 12/08/2005)
44 AFFIDAVIT OF SERVICE of Summons and Amended Complaint,,,. Thomas Ebeling served on 11/4/2005, answer due 11/25/2005. Service was accepted by Unknown, Guard. Service was made by Mail. Document filed by Michelle Williams; Kelly Corbett; Marta Deyne; Joan Dutkin; Sue Earl; Jamie Holland; Mary Anne Jacoby; Simona Lopez; Ashley Narmour; Catherine White; Amy Velez; Stephanie Cates; Lori Horton; Karen Liggins; Wendy Pinson; Roberta Vonlintel; Holly Waters; Jennifer Waxman−Recht; Sonia Klinger; Penni Zelinkoff; Minel Tobertga Hider. (Wittels, Steven) (Entered: 12/16/2005)
45 MOTION (1) Judicial Finding that Plaintiffs have validly served Defendant Thomas Ebeling, or alternatively (2) An Order Directing E−mail or Mail Service on Defendant Ebeling. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Dutkin, Sue Earl, Jamie Holland, Mary Anne Jacoby, Simona Lopez, Ashley Narmour, Catherine White, Amy Velez, Stephanie Cates, Lori Horton, Karen Liggins, Wendy Pinson, Roberta Vonlintel, Holly Waters, Jennifer Waxman−Recht, Sonia Klinger, Penni Zelinkoff, Minel Tobertga Hider. (Wittels, Steven) (Entered: 12/19/2005)
46 MEMORANDUM OF LAW in Support re: 45 MOTION (1) Judicial Finding that Plaintiffs have validly served Defendant Thomas Ebeling, or alternatively (2) An Order Directing E−mail or Mail Service on Defendant Ebeling.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Dutkin, Sue Earl, Jamie Holland, Mary Anne Jacoby, Simona Lopez, Ashley Narmour, Catherine White, Amy Velez, Stephanie Cates, Lori Horton, Karen Liggins, Wendy Pinson, Roberta Vonlintel, Holly Waters, Jennifer Waxman−Recht, Sonia Klinger, Penni Zelinkoff, Minel Tobertga Hider. (Attachments: # 1 Supplement Affirmation of Jeremy

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01/12/2006 02/02/2006 02/07/2006 02/07/2006 02/10/2006 02/21/2006 02/21/2006
02/27/2006 03/09/2006

Heisler# 2 Exhibit Exhibit A to Heisler Aff# 3 Exhibit Exhibit B to Heisler Aff# 4 Exhibit Exhibit C to Heisler Aff# 5 Exhibit Exhibit D to Heisler Aff# 6 Exhibit Exhibit E to Heisler Aff)(Wittels, Steven) (Entered: 12/19/2005)
47 STIPULATION AND ORDER that the date for Thomas Ebeling's opposition to plaintiffs' motion for a judicial finding that plaintiffs have validly served dft Thomas Ebeling or alternatively an order under CPLR 308(5) directing that e−mail or mail service on Ebeling is sufficient shall be adjourned from 1/9/06 until 2/10/06 with a reply due by 2/21/06. Counsel for Thomas Ebeling will hand deliver his opposition to counsel for plaintiffs on or before 2/10/06 at 5:00 p.m. Plaintiffs will hand deliver its reply to counsel for Mr. Ebeling on or before 2/21/06 at 5:00 p.m. (Signed by Judge Gerard E. Lynch on 1/12/06) (dle, ) (Entered: 01/12/2006)
48 ORDER; re: granting 37 MOTION for Leave to Appear By Telephone. filed by Michelle Williams,, Amy Velez,, Sonia Klinger,, Penni Zelinkoff,, Minel Hider Tobertga,, Jennifer Waxman−Recht,, Karen Liggins,, Lori Horton,, Holly Waters,, Stephanie Cates,, Wendy Pinson,, Roberta VonLintel,, Ashley Narmour,, Catherine White,, Kelly Corbett,, Sue Earl,, Jamie Holland,, Joan Durkin,, Simona Lopes,, Maryanne Jacoby,, Marta Deyne, (Signed by Judge Gerard E. Lynch on 2/2/06) (pl, ) (Entered: 02/03/2006)
49 REVISED CIVIL CASE MANAGEMENT PLAN: Amended Pleadings due by 8/18/2005. Joinder of Parties due by 6/3/2005. Discovery due by 4/28/2006. Status Conference set for 5/5/2006 10:30 AM before Judge Gerard E. Lynch. (Signed by Judge Gerard E. Lynch on 2/3/06) (jco, ) (Entered: 02/08/2006)
50 STIPULATION AND ORDER OF DISMISSAL pursuant to F.R.C.P. 41, that Class Representative Sonia Klinger hereby dismisses her claims with prejudice against Novartis Corporation, Novartis Pharmaceuticals Corporation and Thomas Ebeling. So Ordered. (Signed by Judge Gerard E. Lynch on 2/7/06) (jco, ) (Entered: 02/08/2006)
51 MEMORANDUM OF LAW in Opposition re: 45 MOTION (1) Judicial Finding that Plaintiffs have validly served Defendant Thomas Ebeling, or alternatively (2) An Order Directing E−mail or Mail Service on Defendant Ebeling.. Document filed by Thomas Ebeling. (Attachments: # 1 Exhibit 1 − Affidavit of Kortright Mullin# 2 Exhibit 2 − Affidavit of Theodias Sankey# 3 Cassandra Porter's Certificate of Service)(Norber, Dan) (Entered: 02/10/2006)
52 REPLY MEMORANDUM OF LAW in Support re: 45 MOTION (1) Judicial Finding that Plaintiffs have validly served Defendant Thomas Ebeling, or alternatively (2) An Order Directing E−mail or Mail Service on Defendant Ebeling.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Wittels, Steven) (Entered: 02/21/2006)
53 REPLY AFFIRMATION of Jeremy Heisler in Support re: 45 MOTION (1) Judicial Finding that Plaintiffs have validly served Defendant Thomas Ebeling, or alternatively (2) An Order Directing E−mail or Mail Service on Defendant Ebeling.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Exhibit Exhibit A)(Wittels, Steven) (Entered: 02/21/2006)
54 STIPULATION AND ORDER OF DISMISSAL pursuant to F.R.C.P. 41, that Class Representative Stephanie Cates hereby dismisses her claims with prejudice against Novartis Corporation, Novartis Pharmaceuticals Corporation and Thoams Ebeling. So Ordered. (Signed by Judge Gerard E. Lynch on 2/22/06) (jco, ) (Entered: 02/27/2006)
55 STIPULATION TO FILE FOURTH AMENDED CLASS ACTION COMPLAINT: Plaintiffs may file a fourth amended class action complaint, which is identical to the third amended class action complaint except that all references in

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03/13/2006
03/20/2006 03/31/2006 04/04/2006 04/05/2006 04/14/2006 04/20/2006 05/02/2006

the third amended class action complaint to Sonia Klinger and Stephanie Cates have been removed. (Signed by Judge Gerard E. Lynch on 3/8/2006) (lb, ) (Entered: 03/09/2006)
56 FOURTH AMENDED COMPLAINT amending 35 Amended Complaint,,, against Thomas Ebeling, Novartis Corporation, Novartis Pharmaceutical Corporation.Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. Related document: 35 Amended Complaint,,, filed by Michelle Williams,, Amy Velez,, Sonia Klinger,, Penni Zelinkoff,, Minel Hider Tobertga,, Jennifer Waxman−Recht,, Karen Liggins,, Lori Horton,, Holly Waters,, Stephanie Cates,, Wendy Pinson,, Roberta VonLintel,, Ashley Narmour,, Catherine White,, Kelly Corbett,, Sue Earl,, Jamie Holland,, Joan Durkin,, Simona Lopes,, Maryanne Jacoby,, Marta Deyne,.(sac, ) (Entered: 03/14/2006)
57 ANSWER to Amended Complaint. Document filed by Novartis Pharmaceutical Corporation. Related document: 56 Amended Complaint,,, filed by Michelle Williams,, Amy Velez,, Penni Zelinkoff,, Minel Hider Tobertga,, Jennifer Waxman−Recht,, Lori Horton,, Holly Waters,, Wendy Pinson,, Roberta VonLintel,, Ashley Narmour,, Catherine White,, Kelly Corbett,, Sue Earl,, Jamie Holland,, Joan Durkin,, Simona Lopes,, Maryanne Jacoby,, Marta Deyne,. (Attachments: # 1 Affidavit of Service)(Wexler, Jonathan) (Entered: 03/20/2006)
59 ANSWER to Amended Complaint. Document filed by Novartis Corporation. Related document: 56 Amended Complaint,,, filed by Michelle Williams,, Amy Velez,, Penni Zelinkoff,, Minel Hider Tobertga,, Jennifer Waxman−Recht,, Lori Horton,, Holly Waters,, Wendy Pinson,, Roberta VonLintel,, Ashley Narmour,, Catherine White,, Kelly Corbett,, Sue Earl,, Jamie Holland,, Joan Durkin,, Simona Lopes,, Maryanne Jacoby,, Marta Deyne,.(Fitzpatrick, Vincent) (Entered: 03/31/2006)
60 NOTICE OF APPEARANCE by David W. Sanford on behalf of Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga (Sanford, David) (Entered: 04/04/2006)
61 OPINION AND ORDER re: 45 MOTION (1) Judicial Finding that Plaintiffs have validly served Defendant Thomas Ebeling, or alternatively (2) An Order Directing E−mail or Mail Service on Defendant Ebeling. Ebeling has been properly served, and plaintiffs' motion is GRANTED. (Signed by Judge Gerard E. Lynch on 4/4/06) (kco, ) (Entered: 04/06/2006)
62 ENDORSED LETTER addressed to Judge Gerard E. Lynch from Jeremy Heisler dated 4/7/06 re: Counsel writes to request that Your Honor endorse the briefing schedule as follows: 5/18/06: Plaintiffs' opposition to defendant Novartis Corporation's Motion for summary judgment due; 6/18/06: Defendant Novartis Corporation's reply to plaintiffs' opposition due. So Ordered. (Signed by Judge Gerard E. Lynch on 4/7/06) (jco, ) (Entered: 04/14/2006)
63 ANSWER to Amended Complaint. Document filed by Thomas Ebeling. Related document: 56 Amended Complaint,,, filed by Michelle Williams,, Amy Velez,, Penni Zelinkoff,, Minel Hider Tobertga,, Jennifer Waxman−Recht,, Lori Horton,, Holly Waters,, Wendy Pinson,, Roberta VonLintel,, Ashley Narmour,, Catherine White,, Kelly Corbett,, Sue Earl,, Jamie Holland,, Joan Durkin,, Simona Lopes,, Maryanne Jacoby,, Marta Deyne,.(Christensen, Andrea) (Entered: 04/20/2006)
64 MOTION for Leave to Appear By Telephone. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Sanford, David) (Entered: 05/02/2006)

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05/10/2006 05/10/2006 05/23/2006 05/23/2006 05/23/2006 06/12/2006 06/29/2006 07/06/2006
07/24/2006 07/24/2006 07/25/2006 07/27/2006
08/24/2006

65 MOTION for Leave to File Amended Answer. Document filed by Novartis Pharmaceutical Corporation. (Wexler, Jonathan) (Entered: 05/10/2006)
66 MEMORANDUM OF LAW in Support re: 65 MOTION for Leave to File Amended Answer.. Document filed by Novartis Pharmaceutical Corporation. (Wexler, Jonathan) (Entered: 05/10/2006)
67 ENDORSED LETTER addressed to Judge Gerard E. Lynch from Jeremy Heisler dated 5/22/06 re: a request for the following briefing schedule: opposition papers due by 5/30/06 and reply papers due by 7/10/06. ENDORSEMENT: SO ORDERED. (Signed by Judge Gerard E. Lynch on 5/22/06) (kco, ) (Entered: 05/23/2006)
68 ENDORSED LETTER addressed to Judge Gerard E. Lynch from Jeremy Heisler dated 5/22/06 re: a request for the following briefing schedule: opposition papers due by 6/2/06 and reply papers due by 6/12/06. ENDORSEMENT: SO ORDERED. (Signed by Judge Gerard E. Lynch on 5/22/06) (kco, ) (Entered: 05/23/2006)
69 REVISED CIVIL CASE MANAGEMENT PLAN: Amended Pleadings due by 8/18/2006. Joinder of Parties due by 6/3/2006. Motions due by 1/15/2007. Responses due by 2/28/2007 Replies due by 3/11/2007. Status Conference set for 10/6/2006 at 11:00 AM before Judge Gerard E. Lynch. (Signed by Judge Gerard E. Lynch on 5/22/06) (kco, ) (Entered: 05/23/2006)
72 ORDER that the clerk of the court is respectfully directed to clsoe the motions doc. #64 and #65 for all internal statistical purposes. (Signed by Judge Gerard E. Lynch on 6/9/06) (dle, ) (Entered: 06/12/2006)
73 MOTION for Leave to File Excess Pages /Motion to Expand Page Limits. Document filed by Novartis Corporation. (Attachments: # 1 Proposed Order)(McDevitt, Heather) (Entered: 06/29/2006)
74 STIPULATION AND ORDER, Plantiffs and Defendant Novartis Corporation, by and through their undersigned counsel, hereby stipulate and agree that the deadline for Novartis Corporation's reply memorandum of law in further support of its motion for summary judgment willbe extended from July 10, 2006 to and including July 24, 2006. Motions due by 7/24/2006. (Signed by Judge Gerard E. Lynch on 6/30/2006) (jmi, ) (Entered: 07/06/2006)
75 ORDER granting 73 Motion for Leave to File Excess Pages. . (Signed by Judge Gerard E. Lynch on 7/24/06) (kco, ) (Entered: 07/25/2006)
76 ENDORSED LETTER addressed to Judge Gerard E. Lynch from Richard H. Schnadig dated 7/20/06 re: a request for an extension of the class certification fact discovery cutoff date, currently set for 7/28/06 to and including 9/13/2006. ENDORSEMENT: SO ORDERED. (Signed by Judge Gerard E. Lynch on 7/24/06) (kco, ) (Entered: 07/25/2006)
77 NOTICE OF CHANGE OF ADDRESS by David W. Sanford on behalf of all plaintiffs. New Address: Sanford, Wittels &Heisler, LLP, 1666 Connecticut Ave NW, Suite 310, Washington, DC, USA 20009, 202−742−7777. (Sanford, David) (Entered: 07/25/2006)
79 MOTION for Angela Corridan to Appear Pro Hac Vice. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. Proposed Order attached. (db, ) (Entered: 07/28/2006)
80 MOTION for Angela Corridan to Appear Pro Hac Vice. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. Proposed Order attached. (db, ) (Entered: 08/24/2006)

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08/30/2006
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11/06/2006 01/11/2007 01/11/2007 01/16/2007
01/16/2007

81 NOTICE of Designation of Plaintiffs' Expert Witnesses. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Sanford, David) (Entered: 08/30/2006)
82 ORDER granting 80 Motion for Angela Corridan to Appear Pro Hac Vice . So Ordered.(Signed by Judge Gerard E. Lynch on 8/31/06) (jco, ) (Entered: 08/31/2006)
Transmission to Attorney Admissions Clerk. Transmitted re: 82 Order on Motion to Appear Pro Hac Vice, to the Attorney Admissions Clerk for updating of Attorney Information. (jco, ) (Entered: 08/31/2006)
83 FILING ERROR − DEFICIENT DOCKET ENTRY − MOTION for Laura Christine Fentonmiller to Withdraw as Attorney. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Memorandum in Support of Motion)(Sanford, David) Modified on 10/25/2006 (kg, ). (Entered: 10/24/2006)
***NOTE TO ATTORNEY TO RE−FILE DOCUMENT − DEFICIENT DOCKET ENTRY ERROR. Note to Attorney David W. Sanford to RE−FILE Document 83 MOTION for Laura Christine Fentonmiller to Withdraw as Attorney. ERROR(S): Filing Error of Attachment #1. Supporting Memorandum of Law must be filed individually. Event Code located under Responses and Replies. (kg) (Entered: 10/25/2006)
84 ORDER: Having fully considered attorney Laura C. Fentonmiller's Motion to Withdraw as Counsel for Plaintiffs, it is this 25th day of October 2006 hereby: Ordered that Laura C. Fentonmiller's Motion to withdraw is GRANTED. (Signed by Judge Gerard E. Lynch on 10/25/06) (js, ) (Entered: 10/26/2006)
85 MOTION for Leave to File Excess Pages. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Sanford, David) (Entered: 10/31/2006)
86 ORDER granting 85 Plaintiff's Motion for Leave to File Excess Pages . (Signed by Judge Gerard E. Lynch on 11/6/2006) (lb, ) (Entered: 11/07/2006)
87 ENDORSED LETTER addressed to Judge Gerard E. Lynch from Jonathan E. Lynch dated 1/10/07 re: a request for a one day extension of time as set forth below: motions due 1/16/2007, responses due by 3/1/2007, and reply papers due by 3/12/2007. ENDORSEMENTS: SO ORDERED. (Signed by Judge Gerard E. Lynch on 1/10/07) (kco, ) (Entered: 01/11/2007)
Set Deadlines: Motions due by 1/16/2007. Responses due by 3/1/2007. Replies due by 3/12/2007. (kco, ) (Entered: 01/11/2007)
88 MOTION for Leave to File Excess Pages. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 01/16/2007)
89 MOTION to Certify Class. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 01/16/2007)

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90 MEMORANDUM OF LAW in Support re: 89 MOTION to Certify Class.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Exhibit Ex 1 − O'Hagan Day 1 Dep# 2 Exhibit Ex 2 − O'Hagan Day 2 Dep# 3 Exhibit Ex 3 − O'Hagan Day 3 Dep Excerpts# 4 Exhibit Ex 4 − DiCindio Dep Excerpts# 5 Exhibit Ex 5 − Freire Dep Exceprts# 6 Exhibit Ex 6 − Perkins Dep Excerpts# 7 Exhibit Ex 7 − Anhalt Dep Excerpts# 8 Exhibit Ex 8 − Ebeling Dep Excerpts# 9 Exhibit Ex 9 − Corbett Dep Excerpts# 10 Exhibit Ex 10 − Deyne Dep Excerpts# 11 Exhibit Ex 11 − Durkin Dep Excerpts# 12 Exhibit Ex 12 − Holland Dep Excerpts# 13 Exhibit Ex 13 − Horton Dep Excerpts# 14 Exhibit Ex 14 − Jacoby Dep Excerpts# 15 Exhibit Ex 15 − Liggins Dep Excerpts# 16 Exhibit Ex 16 − Lopes Dep Excerpts# 17 Exhibit Ex 17 − Pinson Dep Excerpts# 18 Exhibit Ex 18 − Recht Dep Excerpts# 19 Exhibit Ex 19 − Tobertga Dep Excerpts# 20 Exhibit Ex 20 − Velez Dep Excerpts# 21 Exhibit Ex 21 − VonLintel Dep Excerpts# 22 Exhibit Ex 22 − Waters Dep Excerpts# 23 Exhibit Ex 23 − White Dep Excerpts# 24 Exhibit Ex 24 − Williams Dep Excerpts# 25 Exhibit Ex 25 − Zelinkoff Dep Excerpts# 26 Exhibit Ex 26 − Merkelson Dep Excerpts# 27 Exhibit Ex 27 − Declarations − Defranze−Wilmesher# 28 Exhibit Ex 28 − Declarations − Markowitz−Allen# 29 Exhibit Ex 29 − Declarations − Meyer−Beck# 30 Exhibit Ex 30 − Declarations − Peldiak−Bruce# 31 Exhibit Ex 31 − Declarations − Frank−Houlmont# 32 Exhibit Ex 32 − Declarations − Joslin−Lewis# 33 Exhibit Ex 33 − Declarations − Zykan−Gesler# 34 Exhibit Ex 34 − Lopes Declaration# 35 Exhibit Ex 35 − Chart of Declarations# 36 Exhibit Ex 36 − Martin Report# 37 Exhibit Ex 37 − Lanier Report# 38 Exhibit Ex 38 − Lanier Declaration# 39 Exhibit Ex 39 − Lanier Dep Excerpts# 40 Exhibit Ex 40 − Ask Ebeling# 41 Exhibit Ex 41 − Lanier Report Table 4# 42 Exhibit Ex 42 − Deyne Declaration# 43 Appendix App. A Sanford Dec.# 44 Appendix App. B Morris Dec.# 45 Appendix App. C Westlaw Cases Volume 1# 46 Appendix App. D Westlaw Cases Volume 2# 47 Appendix App. E Westlaw Cases Volume 3# 48 Appendix App. F Westlaw Cases Volume 4)(Sanford, David) (Entered: 01/16/2007)
91 ORDER granting 88 Motion for Leave to File Excess Pages. The page limit for the plaintiffs' memorandum of law in support of their motion for class certification is extended from 50 pages to 52 pages. The page limit for the defendants' memorandumof law in opposition to plaintiff's motion for class certification is extended from 50 pages to 52 pages. (Signed by Judge Gerard E. Lynch on 1/17/07) (kco) (Entered: 01/19/2007)
92 ENDORSED LETTER addressed to Judge Gerard E. Lynch from Jonathan A. Wexler dated 1/18/07 re: a request that the briefing schedule be modified as follows: opposition papers due by 3/22/07 and reply papers due by 4/9/07. ENDORSEMENT: SO ORDERED. (Signed by Judge Gerard E. Lynch on 1/19/07) (kco) (Entered: 01/25/2007)
Set Deadlines as to 89 MOTION to Certify Class. Responses due by 3/22/2007 and Replies due by 4/9/2007. (kco) (Entered: 01/25/2007)
93 CONSENT MOTION for Lisa Goldblatt to Withdraw as Attorney. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 02/28/2007)
94 CONSENT MEMORANDUM OF LAW in Support re: 93 CONSENT MOTION for Lisa Goldblatt to Withdraw as Attorney.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Sanford, David) (Entered: 02/28/2007)
95 ORDER granting 93 Motion to Withdraw as Attorney. Attorney Lisa A. Goldblatt terminated. (Signed by Judge Gerard E. Lynch on 3/7/2007) (jmi) (Entered:

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03/08/2007)
96 ORDER: The Court is advised that plts' motion for Angela Corridan to appear pro hace vice, Doc#79, appears as an open motion on certain internal reports. The docket entry is a duplicate of Doc#80, dated 8/24/2006, which was granted by order dated 8/31/2006 (Doc.#82.) Accordingly, The Clerk of the Court is respectfullly directe to close the motion (Doc.#79) for all internal statistical purposes. (Signed by Judge Gerard E. Lynch on 3/7/2007) (jar) (Entered: 03/09/2007)
97 MEMORANDUM OF LAW in Opposition re: 89 MOTION to Certify Class.. Document filed by Novartis Corporation. (Attachments: # 1 Exhibit 1)(Fitzpatrick, Vincent) (Entered: 03/22/2007)
98 DECLARATION of Vincent R. FitzPatrick in Opposition re: 89 MOTION to Certify Class.. Document filed by Novartis Corporation. (Attachments: # 1 Exhibit A)(Fitzpatrick, Vincent) (Entered: 03/22/2007)
99 BRIEF In Opposition To Class Certification. Document filed by Thomas Ebeling, Novartis Pharmaceutical Corporation. (Attachments: # 1 Novartis Pharmaceuticals Corporation And Thomas Ebling's Brief In Opposition To Class Certification Part 2# 2 Novartis Pharmaceuticals Corporation And Thomas Ebling's Brief In Opposition To Class Certification Part 3)(Wexler, Jonathan) (Entered: 03/22/2007)
100 NOTICE of Of Filing Of Appendix To Novartis Pharmaceuticals Corporation And Thomas Ebeling's Brief In Opposition To Class Certification re: 99 Brief,. Document filed by Thomas Ebeling, Novartis Pharmaceutical Corporation. (Attachments: # 1 Appendix Appendix Table of Contents and Exhibit 1−5# 2 Appendix Exhibit 6−10# 3 Appendix Exhibit 11 Part 1# 4 Appendix Exhibit 11 Part 2# 5 Appendix Exhibit 12−13# 6 Appendix Exhibit 14 Part 1# 7 Appendix Exhibit 14 Part 2# 8 Appendix Exhibit 14 Part 3# 9 Appendix Exhibit 14 Part 4# 10 Appendix Exhibit 14 Part 5# 11 Appendix Exhibit 14 Part 6# 12 Appendix Exhibit 14 Part 7# 13 Appendix Exhibit 15−18# 14 Appendix Exhibit 18−21# 15 Appendix Exhibit 22 Part 1# 16 Appendix Exhibit 22 Part 2# 17 Appendix Exhibit 22 Part 3# 18 Appendix Exhibit 22 Part 4# 19 Appendix Exhibit 23 Part 1# 20 Appendix Exhibit 23 Part 2# 21 Appendix Exhibit 23 Part 3# 22 Appendix Exhibit 23 Part 4# 23 Appendix Exhibit 23 Part 5# 24 Appendix Exhibit 24 Part 1# 25 Appendix Exhibit 24 Part 2# 26 Appendix Exhibit 24 Part 3−25# 27 Appendix Exhibit 26−27 Part 1# 28 Appendix Exhibit 26−27 Part 2# 29 Appendix Exhibit 28−29# 30 Appendix Exhibit 30# 31 Appendix Exhibit 31# 32 Appendix Exhibit 32−35# 33 Appendix Exhibit 36 Part 1# 34 Appendix Exhibit 36 Part 2# 35 Appendix Exhibit 36 Part 3# 36 Appendix Exhibit 36 Part 4.1# 37 Appendix Exhibit 36 Part 4.2# 38 Appendix Exhibit 36 Part 4.3# 39 Appendix Exhibit 36 Part 5.1# 40 Appendix Exhibit 36 Part 5.2# 41 Exhibit 36 Part 5.3# 42 Appendix Exhibit 36 Part 5.4# 43 Appendix Exhibit 36 Part 6# 44 Appendix Exhibit 36 Part 7# 45 Appendix Exhibit 36 Part 8# 46 Appendix Exhibit 36 Part 9# 47 Appendix Exhibit 36 Part 10# 48 Appendix Exhibit 37 Part 1# 49 Appendix Exhibit 37 Part 2# 50 Appendix Exhibit 38 Part 1# 51 Appendix Exhibit 38 Part 2# 52 Appendix Exhibit 38 Part 3# 53 Appendix Exhibit 38 Part 4# 54 Appendix Exhibit 39# 55 Appendix Exhibit 40 Part 1# 56 Appendix Exhibit 40 Part 2# 57 Appendix Exhibit 40 Part 3# 58 Appendix Exhibit 40 Part 4# 59 Appendix Exhibit 41 Part 1# 60 Appendix Exhibit 41 Part 2)(Wexler, Jonathan) (Entered: 03/22/2007)
101 ENDORSED LETTER addressed to Judge Gerard E. Lynch from Angela Corridan dated 4/4/07 re: Request an extension of seven days to file their reply so that plaintiff's reply is to be served and filed by April 16, 2007. ENDORSEMENT: So Ordered (Signed by Judge Gerard E. Lynch on 4/4/07) (js) (Entered: 04/05/2007)
Set Deadlines/Hearings: Replies due by 4/16/2007. (js) (Entered: 04/05/2007)
102 REPLY MEMORANDUM OF LAW in Support re: 89 MOTION to Certify Class.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Appendix G# 2 Exhibit 43# 3 Exhibit 44)(Sanford, David) (Entered: 04/16/2007)

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103 REPLY MEMORANDUM OF LAW in Support re: 89 MOTION to Certify Class.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Appendix A)(Sanford, David) (Entered: 04/16/2007)
104 OPINION AND ORDER # 94991 :Defendant Novartis Corporation's motion for summary judgment (Doc.# 7) is granted. As to the remaining defendants, plaintiffs have demonstrated that their proposed class and its representatives satisfy the requirements of Federal Rule of Civil Procedure 23(a) and 23(b). Accordingly, plaintiffs' motion for class certification (Doc. # 89) is granted. Amy Velez, Penni Zelinkoff, Minel Hider Tobertga, Michelle Williams, Jennifer Waxman−Recht, Karen Liggins, Lori Horton, Holly Waters, Wendy Pinson, Roberta Vonlinte, Catherine White, Kelly Corbett, Jamie Holland, Joan Durkin, Simona Lopes, Maryanne Jacoby, and Marta Deyne are appointed as class representatives. The firm of Sanford, Wittels &Heisler, LLP, is appointed as lead counsel for the class. SO ORDERED. (Signed by Judge Gerard E. Lynch on 7/31/2007) (jmi) Modified on 8/3/2007 (rw). (Entered: 08/01/2007)
105 AMENDED OPINION AND ORDER #94991, defendant Norvatis Corporation's motion for summary judgment (doc #7) is granted. As to the remaining defendants, plaintiffs have demonstrated that their proposed class and its representatives satisfy the requirements of FRCP 23(a) and 23(b). Accordingly, plaintiffs' motion for class certification (doc #89) is granted. Amy Velez, Penni Zelinkoff, Minel Hider Toerga, Michelle Williams, Jennifer Waxman−Recht, Karen Liggins, Lori Horton, Holly Waters, Wendy Pinson, Roberta Vonlintel, Catherine White, Kelly Corbett, Jamie Holland, Joan Durkin, Simona Lopes, Maryanne Jacoby, and Marta Deyne are appointed as class representatives. The firm of Sanford, Wittels &Heisler, LLP, is appointed as lead counsel for the class. (Signed by Judge Gerard E. Lynch on 8/16/07) (cd) Modified on 8/21/2007 (Martin, Leslie). (Entered: 08/17/2007)
106 RULE 26(f) DISCOVERY PLAN REPORT.Document filed by Michelle Williams, Thomas Ebeling, Kelly Corbett, Marta Deyne, Joan Durkin, Novartis Pharmaceutical Corporation, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 09/13/2007)
107 REVISED CASE MANAGEMENT PLAN: The case is to be tried by a jury. Dispositive Motions due by 7/1/2008. Responses must be served by 8/4/2008, Replies must be served by 9/8/2008. All Fact Discovery due by 5/5/2008. Counsel do not consent to trial by a U.S. Magistrate Judge. Interim Status Conference set for 5/8/2008 at 10:00 AM before Judge Gerard E. Lynch. (Signed by Judge Gerard E. Lynch on 9/25/07) (tro) (Entered: 09/26/2007)
108 ORDER: Accordingly, defendants' request that class counsel be prohibited from communicating with class members pending provision of formal notice is DENIED. So Ordered. (Signed by Judge Gerard E. Lynch on 11/16/07) (js) (Entered: 11/19/2007)
109 NOTICE OF COURT APPROVAL OF CLASS CERTIFICATION OF SEX (FEMALE) DISCRIMINATION CLASS ACTION LAWSUIT AGAINST NOVARTIS: Procedures to be followed that shall govern the handling of this action. SO ORDERED. (Signed by Judge Gerard E. Lynch on 12/4/07) (db) (Entered: 12/07/2007)
110 ENDORSED LETTER addressed to Judge Gerard E. Lynch from Richard H. Schnadig dated 12/21/07 re: The parties request the following case management plan − Fact Discovery due 6/6/08; Plaintiffs Expert Reports due 7/7/08, Defendants due 8/8/08; Expert Depositions due 9/15/08; Dispositive Motions due 11/19/08, Oppositions due 12/19/08, replies due 1/15/09; and the Interim Status Conference adjourned until 6/13/08 at 11:30 a.m. ENDORSEMENT: SO ORDERED. (Discovery due by 6/6/2008. Status Conference set for 6/13/2008 at 11:30 AM in Courtroom 6B, 500 Pearl Street, New York, NY 10007 before Judge Gerard E. Lynch. Deposition due by 9/15/2008. Motions due by 11/19/2008. Responses due

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01/28/2008
01/28/2008 03/24/2008
03/24/2008
07/21/2008 07/24/2008 07/24/2008 07/28/2008 07/29/2008 08/08/2008

by 12/19/2008, Replies due by 1/15/2009.) (Signed by Judge Gerard E. Lynch on 1/16/08) (db) (Entered: 01/17/2008)
111 MANDATE of USCA (Certified Copy) USCA Case Number 07−3481−mv. Petitioners, through counsel move, pursuant to Federal Rule of Civil Procedure 23 (f), for leave to appeal the district court`s order granting Respondents motion for class certification. Upon due consideration, it is hereby ORDERED that the petition is DENIED because an immediate appeal is unwarranted. See Sumitomo Copper Litig v. Credit Lyonnais Rouse, Ltd., 262 F. 3d 134, 139−40 (2d Cir. 2001). Catherine O'Hagan Wolfe, Clerk USCA. Issued As Mandate: 1/24/2008. (nd) (nd). (Entered: 01/28/2008)
Transmission of USCA Mandate/Order to the District Judge re: 111 USCA Mandate Non−Dismissal,,. (nd) (Entered: 01/28/2008)
112 ENDORSED LETTER addressed to Judge Gerard E. Lynch from Richard H. Schnadig dated 3/17/08 re: Both parties join for the purpose of seeking a revision in Your Honor's Case Management Plan dated December 21, 2007. The revisions essentially postpone all critical dates by three months and the proposal is occasioned by two central circumstances. Fact discovery completed: 9/8/08. Plaintiffs' expert reports due 10/6/08. Defendant expert reports due 11/6/08. The parties shall appear for a status conference before the Court on September 18, 2008, at 2:00 p.m. Expert depositions to be completed by 12/15/08. Dispositive motions to be filed by 2/19/09. Oppositions to be filed by 3/19/09. Replies to be filed by 4/15/08. If this schedule is adopted, Your Honor may wish to reconsider whether we need to attend an interim status conference currently set for June 13, 2008 at 11:30 a.m. which is adjourned until September 18, 2008 at 2:00 p.m.. ENDORSEMENT: So Ordered. (Signed by Judge Gerard E. Lynch on 3/24/08) (js) (Entered: 03/25/2008)
113 ENDORSED LETTER addressed to Judge Gerard E. Lynch from Richard Schnadig dated 3/17/08 re: Request for the schedule set below. ENDORSEMENT: So ordered, the parties shall appear for a status conference before the Court on 9/18/08, at 2pm. ( Fact Discovery due by 9/8/2008. Status Conference set for 9/18/2008 at 02:00 PM before Judge Gerard E. Lynch. Dispositive Motions due by 2/19/2009. Responses due by 3/19/2009. Replies due by 4/15/2009.) (Signed by Judge Gerard E. Lynch on 3/24/08) (cd) (Entered: 03/25/2008)
114 MOTION for Elizabeth N. Hall to Appear Pro Hac Vice; w/ attch. Affidavit in support. Document filed by Novartis Pharmaceutical Corporation. Return Date set for 8/12/2008 at 10:00 AM.(pl) (Entered: 07/21/2008)
115 ORDER granting 114 Motion for Elizabeth N. Hall to Appear Pro Hac Vice. (Signed by Judge Gerard E. Lynch on 7/24/2008) (jpo) (Entered: 07/25/2008)
Transmission to Attorney Admissions Clerk. Transmitted re: 115 Order on Motion to Appear Pro Hac Vice, to the Attorney Admissions Clerk for updating of Attorney Information. (jpo) (Entered: 07/25/2008)
CASHIERS OFFICE REMARK on 115 Order on Motion to Appear Pro Hac Vice in the amount of $25.00, paid on 7/21/08, Receipt Number 657189. (Quintero, Marcos) (Entered: 07/28/2008)
116 ENDORSED LETTER addressed to Judge Gerard E. Lynch from Richard Schnadig dated 7/22/08 re: Request to extend discovery to 10/17/08 and to adjourn the 9/18/08 status conference. ENDORSEMENT: So ordered, conference set for 10/24/08, at 11 am. ( Discovery due by 10/17/2008. Status Conference reset for 10/24/2008 at 11:00 AM before Judge Gerard E. Lynch.) (Signed by Judge Gerard E. Lynch on 7/29/08) (cd) (Entered: 07/29/2008)
117 MOTION for Shayna Bloom to Appear Pro Hac Vice. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(dle) (Entered: 08/12/2008)

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08/08/2008
08/14/2008 08/14/2008 08/18/2008 08/18/2008 08/18/2008 08/19/2008 09/30/2008
10/23/2008
10/23/2008 10/30/2008 10/31/2008

118 MOTION for Katherine M. Kimpel to Appear Pro Hac Vice. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(dle) (Entered: 08/12/2008)
119 ORDER ADMITTING ATTORNEY Elizabeth N. Hall PRO HAC VICE for defendant Novartis Pharmaceuticals Corporation. (Signed by Judge Gerard E. Lynch on 8/14/08) (cd) (Entered: 08/15/2008)
Transmission to Attorney Admissions Clerk. Transmitted re: 119 Order Admitting Attorney Pro Hac Vice, to the Attorney Admissions Clerk for updating of Attorney Information. (cd) (Entered: 08/15/2008)
120 MEMO ENDORSEMENT granting 118 Motion for Katherine M. Kimpel to Appear Pro Hac Vice. ENDORSEMENT: Granted. (Signed by Judge Gerard E. Lynch on 8/15/08) (tro) (Entered: 08/18/2008)
121 MEMO ENDORSEMENT granting 117 Motion for Shayna Bloom to Appear Pro Hac Vice. ENDORSEMENT: Granted. (Signed by Judge Gerard E. Lynch on 8/15/08) (tro) (Entered: 08/18/2008)
Transmission to Attorney Admissions Clerk. Transmitted re: 120 Order on Motion to Appear Pro Hac Vice, 121 Order on Motion to Appear Pro Hac Vice, to the Attorney Admissions Clerk for updating of Attorney Information. (tro) (Entered: 08/18/2008)
CASHIERS OFFICE REMARK on 117 Motion to Appear Pro Hac Vice, 118 Motion to Appear Pro Hac Vice, in the amount of $50.00, paid on 8/11/08, Receipt Number 659506. (Quintero, Marcos) (Entered: 08/19/2008)
122 ENDORSED LETTER addressed to Judge Gerard E. Lynch from David Sanford dated 9/29/08 re: Counsel requests that the court approve the following schedule: Fact discovery completed: October 24, 2008; Status conference before Judge Lynch: October 24, 2008 at 11 a.m.; Plaintiffs expert reports due: November 17, 2008; Defendants expert reports due: December 19, 2008; Expert depositions to be completed: January 28, 2009; Dispositive motions to be filed: March 19, 2009; Oppositions to be filed: April 19, 2009; Replies to be filed: May 15, 2009. ENDORSEMENT: So ordered., ( Deposition due by 1/28/2009., Discovery due by 10/24/2008., Motions due by 3/19/2009., Replies due by 5/15/2009., Responses due by 4/19/2009, Status Conference set for 10/24/2008 at 11:00 AM before Judge Gerard E. Lynch.) (Signed by Judge Gerard E. Lynch on 9/30/08) (mme) (Entered: 09/30/2008)
123 FILING ERROR − ELECTRONIC FILING FOR NON−ECF DOCUMENT (Stipulation and Order) − MOTION for Shayna Michelle Bloom to Withdraw as Attorney for Plaintiffs. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) Modified on 10/24/2008 (jar). (Entered: 10/23/2008)
***NOTE TO ATTORNEY TO RE−FILE DOCUMENT − NON−ECF DOCUMENT ERROR. Note to Attorney David Sanford to E−MAIL Document No. 123 Stipulation and Order to judgments@nysd.uscourts.gov. This document is not filed via ECF. (jar) (Entered: 10/24/2008)
124 STIPULATION AND ORDER, For the reasons set forth in this stipulation and order, counsel for all parties respectfully stipulate that attorney Shayna Bloom should be allowed to withdraw from the above captioned case. Attorney Shayna Michelle Bloom terminated. (Signed by Judge Gerard E. Lynch on 10/30/08) (mme) (Entered: 10/30/2008)
125 ENDORSED LETTER addressed to Judge Gerald E. Lynch from David Sanford dated 10/10/2008 re: Requesting an informal conference pursuant to Local Civil Rule 37.2 preferably on 10/31/2008 at 11:00 a.m. when the Court has scheduled a status conference. ENDORSEMENT: There is no suggestion here that CEO Costa

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11/10/2008 12/01/2008 12/02/2008 12/10/2008 02/25/2009
03/31/2009 04/02/2009 04/02/2009 04/02/2009 04/02/2009

did anything to favor Moatazedi's career. To the extent that being selected for the ride−along with Costa extended to Moatazedi that was not made available to similarly situated women, the relevant person to depose is whoever selected Moatazedi ; there is no suggestion that that was Costa. Finally, that Costa signed a situated denial of plaintiffs claims gives no basis to conclude that he has any first hand knowledge of anything relevant to this case. There is thus no basis for deposing him. (Signed by Judge Gerard E. Lynch on 10/30/2008) (jpo) (Entered: 11/03/2008)
126 ORDER that the trial in this case will begin on 10/5/09 at 9:30 a.m. Pretrial submissions shall be submitted by 8/31/09. The parties are reminded to review the Court's local rules and individual practices, which are available on the Internet at http://www.nysd.uscourts.gov, before preparing and filing any submissions. (Signed by Judge Gerard E. Lynch on 11/7/08) (dle) (Entered: 11/10/2008)
127 MOTION for Extension of Time to File Expert Reports. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 12/01/2008)
128 AMENDED MOTION for Extension of Time to File Expert Reports. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 12/02/2008)
129 MEMO ENDORSED ON Plaintiffs' Amended Unopposed Motion for Seven Day Extension to Expert Report Deadlines as follows: the time for plaintiffs to serve its Expert Report is extended to and including 12/8/08 and the time for defendant Novartis Pharmaceuticals Corporation to file its Expert Report is extended to and including 1/16/09. (Signed by Judge Gerard E. Lynch on 12/8/08) (dle) (Entered: 12/11/2008)
130 ORDER: 1. Expert depositions shall be completed by March 16, 2009; written damages discovery shall be served by April 3, 2009; damages discovery shall be completed by August 31, 2009. 2. Dispositive motions shall be served and filed by April 2, 2009; opposition papers shall be served and filed by April 30, 2009; reply papers, if any, shall be served and filed by May 22, 2009; and, 3. The parties shall appear before the Court for a post−discovery conference on Tuesday, June 30, 2009, at 11 :00 a.m. So Ordered. (Signed by Judge Gerard E. Lynch on 2/20/09) (js) (Entered: 02/25/2009)
131 ENDORSED LETTER addressed to Judge Gerard E. Lynch from Richard H. Schnadig dated 3/31/2009 re: Counsel respectfully request permission to file a Memorandum of Law in support of NPC's dispositive motion in excess of 25 pages. Counsel estimates is will not exceed 29 pages. ENDORSEMENT: So Ordered. (Signed by Judge Gerard E. Lynch on 3/31/2009) (jfe) (Entered: 03/31/2009)
132 FILING ERROR − WRONG EVENT TYPE SELECTED FROM MENU (Partial Summary Judgment) − MOTION for Summary Judgment (Partial). Document filed by Novartis Pharmaceutical Corporation.(Schnadig, Richard) Modified on 4/3/2009 (jar). (Entered: 04/02/2009)
133 FILING ERROR − DEFICIENT DOCKET ENTRY − MEMORANDUM OF LAW in Support re: 132 MOTION for Summary Judgment (Partial).. Document filed by Novartis Pharmaceutical Corporation. (Schnadig, Richard) Modified on 4/3/2009 (jar). (Entered: 04/02/2009)
134 RULE 56.1 STATEMENT. Document filed by Novartis Pharmaceutical Corporation. (Schnadig, Richard) (Entered: 04/02/2009)
135 NOTICE of Of Filing re: 134 Rule 56.1 Statement. Document filed by Novartis Pharmaceutical Corporation. (Schnadig, Richard) (Entered: 04/02/2009)

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04/02/2009 04/02/2009 04/03/2009 04/03/2009 04/09/2009 04/28/2009 04/30/2009
05/07/2009 05/07/2009 05/08/2009
06/12/2009

***NOTE TO ATTORNEY TO RE−FILE DOCUMENT − EVENT TYPE ERROR. Note to Attorney Richard Schnadig to RE−FILE Document 132 MOTION for Summary Judgment (Partial). Use the event type Partial Summary Judgment found under the event list Motions. (jar) (Entered: 04/03/2009)
***NOTE TO ATTORNEY TO RE−FILE DOCUMENT − DEFICIENT DOCKET ENTRY ERROR. Note to Attorney Richard Schnadig to RE−FILE Document 133 Memorandum of Law in Support of Motion. ERROR(S): A document cannot be linked to a filing error. Re−file and link to correctly re−filed motion. (jar) (Entered: 04/03/2009)
136 MOTION for Partial Summary Judgment. Document filed by Novartis Pharmaceutical Corporation.(Schnadig, Richard) (Entered: 04/03/2009)
137 MEMORANDUM OF LAW in Support re: 136 MOTION for Partial Summary Judgment.. Document filed by Novartis Pharmaceutical Corporation. (Schnadig, Richard) (Entered: 04/03/2009)
138 STIPULATION OF DISMISSAL: Amy Velez, et al., hereby dismiss their claims against Thomas Ebeling without prejudice. Each party agrees that it will bear its own fees and costs associated with the case against Mr. Ebeling. (Signed by Judge Gerard E. Lynch on 4/9/09) (tro) (Entered: 04/09/2009)
139 MOTION for Extension of Time. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 04/28/2009)
140 MEMO ENDORSEMENT on PLAINTIFFS' UNOPPOSED MOTION FOR PLAINTIFFS' SEVEN DAY EXTENSION OF DISPOSITIVE MOTION BRIEFING SCHEDULE AND A FURTHER EXTENSION FOR DEFENDANT'S RESPONSE: The time for plaintiffs to serve its opposition brief in response to defendant's motion for partial summary judgment is extended to and including 5/7/2009 and the time for defendant NPC to file its reply brief in support of its motion for partial summary judgment is extended to and including 6/12/2009. ENDORSEMENT: SO ORDERED. (Signed by Judge Gerard E. Lynch on 4/30/2009) (jpo) Modified on 6/11/2009 (jpo). (Entered: 04/30/2009)
141 MEMORANDUM OF LAW in Opposition re: 136 MOTION for Partial Summary Judgment.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Sanford, David) (Entered: 05/07/2009)
142 AFFIDAVIT of Plaintiffs in Opposition re: 136 MOTION for Partial Summary Judgment.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Sanford, David) (Entered: 05/07/2009)
143 ENDORSED LETTER addressed to Judge Gerard E. Lynch from David Sanford dated 5/7/2009 re: Counsel writes to request that Your Honor allow Plaintiffs to file an Appendix to both their Memorandum in Opposition to Defendant Novartis Pharmaceuticals Corporation's Motion for Partial Summary Judgment and their Response to Defendant's Local Civil Rule 56.1 Statement manually with the Court. ENDORSEMENT: So Ordered. (Signed by Judge Gerard E. Lynch on 5/7/2009) (jfe) (Entered: 05/08/2009)
144 MOTION to Strike Plaintiffs' Response To Defendant's Local Civil Rule 56.1 Statement And Plaintiffs' Statement Of Additional Material Facts To Be Tried By A Fact Finder. Document filed by Novartis Pharmaceutical Corporation.(Schnadig, Richard) (Entered: 06/12/2009)

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06/12/2009 06/12/2009 06/12/2009 06/12/2009 06/26/2009
07/14/2009 07/20/2009 07/22/2009 07/22/2009
07/23/2009 07/29/2009 08/04/2009

145 MEMORANDUM OF LAW in Support re: 144 MOTION to Strike Plaintiffs' Response To Defendant's Local Civil Rule 56.1 Statement And Plaintiffs' Statement Of Additional Material Facts To Be Tried By A Fact Finder.. Document filed by Novartis Pharmaceutical Corporation. (Schnadig, Richard) (Entered: 06/12/2009)
146 FILING ERROR − DEFICIENT DOCKET ENTRY (See document #147) − REPLY MEMORANDUM OF LAW in Support re: 136 MOTION for Partial Summary Judgment.. Document filed by Novartis Pharmaceutical Corporation. (Schnadig, Richard) Modified on 6/15/2009 (jar). (Entered: 06/12/2009)
147 REPLY MEMORANDUM OF LAW in Support re: 136 MOTION for Partial Summary Judgment.. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Appendix Part 1, # 2 Appendix Part 2, # 3 Appendix Part 3, # 4 Appendix Part 4)(Schnadig, Richard) (Entered: 06/12/2009)
148 RESPONSE To Plaintiff's Statement Of Additional Material Facts To Be Tried By A Factfinder. Document filed by Novartis Pharmaceutical Corporation. (Schnadig, Richard) (Entered: 06/12/2009)
149 MEMORANDUM OF LAW in Opposition re: 144 MOTION to Strike Plaintiffs' Response To Defendant's Local Civil Rule 56.1 Statement And Plaintiffs' Statement Of Additional Material Facts To Be Tried By A Fact Finder.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Exhibit A, # 2 Exhibit B)(Sanford, David) (Entered: 06/26/2009)
150 REPLY MEMORANDUM OF LAW in Support re: 144 MOTION to Strike Plaintiffs' Response To Defendant's Local Civil Rule 56.1 Statement And Plaintiffs' Statement Of Additional Material Facts To Be Tried By A Fact Finder.. Document filed by Novartis Pharmaceutical Corporation. (Schnadig, Richard) (Entered: 07/14/2009)
151 ENDORSED LETTER addressed to Judge Gerard E. Lynch from Elizabeth N. Hall dated 7/14/2009 re: Requesting permission to file a reply memorandum of law in further support of NPC's motion to strike of 11 pages, instead of 10. ENDORSEMENT: SO ORDERED. (Signed by Judge Gerard E. Lynch on 7/20/2009) (jpo) (Entered: 07/20/2009)
152 MOTION to Strike Document No. [Attachment 2 to Document No. 147]. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 07/22/2009)
153 MEMORANDUM OF LAW in Support re: 152 MOTION to Strike Document No. [Attachment 2 to Document No. 147]. MOTION to Strike Document No. [Attachment 2 to Document No. 147].. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Sanford, David) (Entered: 07/22/2009)
154 RESPONSE to Motion re: 152 MOTION to Strike Document No. [Attachment 2 to Document No. 147]. MOTION to Strike Document No. [Attachment 2 to Document No. 147].. Document filed by Novartis Pharmaceutical Corporation. (Schnadig, Richard) (Entered: 07/23/2009)
155 ORDER that the trial which was scheduled to begin on 10/5/09 is hereby adjourned indefinitely. The deadline for pretrial submissions, which was 8/31/09, is accordingly also adjourned indefinitely. (Signed by Judge Gerard E. Lynch on 7/28/09) (cd) (Entered: 07/29/2009)
156 MOTION to Expedite Review of Defendant's Summary Judgment Motion and Other Attendant Motions. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes,

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08/04/2009 08/11/2009
09/11/2009 09/11/2009 09/11/2009 09/11/2009 09/11/2009 09/11/2009 09/17/2009 09/17/2009

Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 08/04/2009)
157 MEMORANDUM OF LAW in Support re: 156 MOTION to Expedite Review of Defendant's Summary Judgment Motion and Other Attendant Motions.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Sanford, David) (Entered: 08/04/2009)
158 ENDORSED LETTER addressed to Judge Gerard E. Lynch from Richard H. Schnadig dated 8/7/2009 re: Counsel writes on behalf of both parties to obtain minor clarification and modification of the 7/29/2009 Order: (1) The cutoff date for damage discovery is currently 8/31/2009. The parties have agreed to propose a new date of 12/31/2009; (2) Some additional witnesses have been disclosed by both parties with attendant document production, the parties propose a new merits cutoff date of 12/31/2009. ENDORSEMENT: SO ORDERED. (Signed by Judge Gerard E. Lynch on 8/10/2009) (tve) (Entered: 08/11/2009)
159 FILING ERROR − ELECTRONIC FILING FOR NON−ECF DOCUMENT (Stipulation) − MOTION for Angela M. Corridan to Withdraw as Attorney. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) Modified on 9/14/2009 (jar). (Entered: 09/11/2009)
160 FILING ERROR − ELECTRONIC FILING FOR NON−ECF DOCUMENT (Stipulation) − CONSENT MOTION to Dismiss Claims of Ashley Narmour with Prejudice. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) Modified on 9/14/2009 (jar). (Entered: 09/11/2009)
161 FILING ERROR − ELECTRONIC FILING FOR NON−ECF DOCUMENT (Stipulation) − CONSENT MOTION to Dismiss Claims of Sue Earl with Prejudice. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) Modified on 9/14/2009 (jar). (Entered: 09/11/2009)
***NOTE TO ATTORNEY TO RE−FILE DOCUMENT − NON−ECF DOCUMENT ERROR. Note to Attorney David Sanford to E−MAIL Document No. 159 Stipulation and Order to judgments@nysd.uscourts.gov. This document is not filed via ECF. (jar) (Entered: 09/14/2009)
***NOTE TO ATTORNEY TO RE−FILE DOCUMENT − NON−ECF DOCUMENT ERROR. Note to Attorney David Sanford to E−MAIL Document No. 160 Stipulation of Dismissal to judgments@nysd.uscourts.gov. This document is not filed via ECF. (jar) (Entered: 09/14/2009)
***NOTE TO ATTORNEY TO RE−FILE DOCUMENT − NON−ECF DOCUMENT ERROR. Note to Attorney David Sanford to E−MAIL Document No. 161 Stipulation of Dismissal to judgments@nysd.uscourts.gov. This document is not filed via ECF. (jar) (Entered: 09/14/2009)
162 STIPULATION OF DISMISSAL: The Class Representative Sue Earl hereby dismisses her claims with prejudice against Novartis Pharmaceuticals Corporation. (Signed by Judge Gerard E. Lynch on 9/16/09) (tro) (Entered: 09/17/2009)
163 STIPULATION AND ORDER: Attorney Angela M. Corridan should be allowed to withdraw as Counsel for Plaintiffs for the following reasons: Defendant consents to said withdrawal; Mr. Corridan has left the firm of Sanford Wittels and Heisler,

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LLP, which continues to represent Plaintiffs in this matter; Attorney David W. Sanford of Sanford Wittels &Heisler, LLP continues to serve as lead counsel for Plaintiffs; Plaintiff will not be prejudiced in any way by the granting of this motion. Attorney Angela Corridan terminated. (Signed by Judge Gerard E. Lynch on 9/16/09) (tro) (Entered: 09/17/2009)
164 STIPULATION OF DISMISSAL: The Class Representative Ashely Narmour hereby dismisses her claims with prejudice against Novartis Pharmaceuticals Corporation. (Signed by Judge Gerard E. Lynch on 9/16/09) (tro) (Entered: 09/17/2009)
165 NOTICE OF CASE REASSIGNMENT to Judge Colleen McMahon. Judge Gerard E. Lynch is no longer assigned to the case. (ldi) (Entered: 10/02/2009)
166 MOTION to Withdraw Their Motion for Expedited Review. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 10/08/2009)
167 MEMO ENDORSEMENT on PLAINTIFF'S NOTICE OF WITHDRAWAL OF THEIR MOTION FOR EXPEDITED REVIEW. ENDORSEMENT: The motion is withdrawn. Do not ever file such a motion again. However, I am already reviewing your papers. (Signed by Judge Colleen McMahon on 10/9/2009) (jpo) (Entered: 10/09/2009)
168 MOTION to Stay re: 142 Affidavit in Opposition to Motion, 154 Response to Motion, 150 Reply Memorandum of Law in Support of Motion, 147 Reply Memorandum of Law in Support of Motion, 149 Memorandum of Law in Opposition to Motion,, 144 MOTION to Strike Plaintiffs' Response To Defendant's Local Civil Rule 56.1 Statement And Plaintiffs' Statement Of Additional Material Facts To Be Tried By A Fact Finder., 148 Response, 153 Memorandum of Law in Support of Motion, 145 Memorandum of Law in Support of Motion, 152 MOTION to Strike Document No. [Attachment 2 to Document No. 147]. MOTION to Strike Document No. [Attachment 2 to Document No. 147]., 141 Memorandum of Law in Opposition to Motion, 134 Rule 56.1 Statement, 137 Memorandum of Law in Support of Motion, 135 Notice (Other). Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 10/13/2009)
169 MEMORANDUM OF LAW in Support re: 168 MOTION to Stay re: 142 Affidavit in Opposition to Motion, 154 Response to Motion, 150 Reply Memorandum of Law in Support of Motion, 147 Reply Memorandum of Law in Support of Motion, 149 Memorandum of Law in Opposition to Motion,, 144 MOTI MOTION to Stay re: 142 Affidavit in Opposition to Motion, 154 Response to Motion, 150 Reply Memorandum of Law in Support of Motion, 147 Reply Memorandum of Law in Support of Motion, 149 Memorandum of Law in Opposition to Motion,, 144 MOTI MOTION to Stay re: 142 Affidavit in Opposition to Motion, 154 Response to Motion, 150 Reply Memorandum of Law in Support of Motion, 147 Reply Memorandum of Law in Support of Motion, 149 Memorandum of Law in Opposition to Motion,, 144 MOTI MOTION to Stay re: 142 Affidavit in Opposition to Motion, 154 Response to Motion, 150 Reply Memorandum of Law in Support of Motion, 147 Reply Memorandum of Law in Support of Motion, 149 Memorandum of Law in Opposition to Motion,, 144 MOTI MOTION to Stay re: 142 Affidavit in Opposition to Motion, 154 Response to Motion, 150 Reply Memorandum of Law in Support of Motion, 147 Reply Memorandum of Law in Support of Motion, 149 Memorandum of Law in Opposition to Motion,, 144 MOTI. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Sanford, David) (Entered: 10/13/2009)

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170 ENDORSED LETTER addressed to Judge Colleen McMahon from Richard H. Schnadig dated 10/13/09 re: Counsel write on behalf of both parties write to update the court of the case's current status, more importantly the parties seek a status conference as soon as convenient to, among other things, obtain a revised scheduling order and to possibly p. ENDORSEMENT: Conference; Wednesday, Oct. 21, 2009 at 2:30 pm. I am happy to convene a conference but (1) I will not extend the discovery deadline (2) Your "new" witnesses are already more than I will allow for the entire trial. Get used to the new ball game. (Signed by Judge Colleen McMahon on 10/13/09) (tro) (Entered: 10/13/2009)
171 RESPONSE in Opposition re: 168 MOTION to Stay re: 142 Affidavit in Opposition to Motion, 154 Response to Motion, 150 Reply Memorandum of Law in Support of Motion, 147 Reply Memorandum of Law in Support of Motion, 149 Memorandum of Law in Opposition to Motion,, 144 MOTI MOTION to Stay re: 142 Affidavit in Opposition to Motion, 154 Response to Motion, 150 Reply Memorandum of Law in Support of Motion, 147 Reply Memorandum of Law in Support of Motion, 149 Memorandum of Law in Opposition to Motion,, 144 MOTI MOTION to Stay re: 142 Affidavit in Opposition to Motion, 154 Response to Motion, 150 Reply Memorandum of Law in Support of Motion, 147 Reply Memorandum of Law in Support of Motion, 149 Memorandum of Law in Opposition to Motion,, 144 MOTI MOTION to Stay re: 142 Affidavit in Opposition to Motion, 154 Response to Motion, 150 Reply Memorandum of Law in Support of Motion, 147 Reply Memorandum of Law in Support of Motion, 149 Memorandum of Law in Opposition to Motion,, 144 MOTI MOTION to Stay re: 142 Affidavit in Opposition to Motion, 154 Response to Motion, 150 Reply Memorandum of Law in Support of Motion, 147 Reply Memorandum of Law in Support of Motion, 149 Memorandum of Law in Opposition to Motion,, 144 MOTI. Document filed by Novartis Corporation. (Schnadig, Richard) (Entered: 10/15/2009)
172 MOTION for Katherine Leong to Appear Pro Hac Vice. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(dle) Modified on 10/16/2009 (dle). (Entered: 10/16/2009)
173 REPLY MEMORANDUM OF LAW in Support re: 168 MOTION to Stay re: 142 Affidavit in Opposition to Motion, 154 Response to Motion, 150 Reply Memorandum of Law in Support of Motion, 147 Reply Memorandum of Law in Support of Motion, 149 Memorandum of Law in Opposition to Motion,, 144 MOTI MOTION to Stay re: 142 Affidavit in Opposition to Motion, 154 Response to Motion, 150 Reply Memorandum of Law in Support of Motion, 147 Reply Memorandum of Law in Support of Motion, 149 Memorandum of Law in Opposition to Motion,, 144 MOTI MOTION to Stay re: 142 Affidavit in Opposition to Motion, 154 Response to Motion, 150 Reply Memorandum of Law in Support of Motion, 147 Reply Memorandum of Law in Support of Motion, 149 Memorandum of Law in Opposition to Motion,, 144 MOTI MOTION to Stay re: 142 Affidavit in Opposition to Motion, 154 Response to Motion, 150 Reply Memorandum of Law in Support of Motion, 147 Reply Memorandum of Law in Support of Motion, 149 Memorandum of Law in Opposition to Motion,, 144 MOTI MOTION to Stay re: 142 Affidavit in Opposition to Motion, 154 Response to Motion, 150 Reply Memorandum of Law in Support of Motion, 147 Reply Memorandum of Law in Support of Motion, 149 Memorandum of Law in Opposition to Motion,, 144 MOTI. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Exhibit A)(Sanford, David) (Entered: 10/19/2009)
CASHIERS OFFICE REMARK on 172 Motion to Appear Pro Hac Vice, in the amount of $25.00, paid on 10/15/2009, Receipt Number 702850. (jd) (Entered: 10/20/2009)
174 MEMORANDUM DECISION AND ORDER (1) DISMISSING CLASS−WIDE CLAIMS WITH RESPECT TO PROMOTIONS WITHIN THE SALES FORCE

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("LEVELING" PROMOTIONS); (2) DENYING DEFENDANT'S MOTION TO STRIKE PLAINTIFFS' RULE 56.1 STATEMENT; (3) GRANTING PLAINTIFFS' MOTION TO STRIKE EXHIBIT D TO DEFENDANT'S REPLY BRIEF; (4) DENYING DEFENDANT'S MOTION FOR PARTIAL SUMMARY JUDGMENT DISMISSING THE CLASS CLAIMS WITH RESPECT TO PAY DISCRIMINATION AND PREGNANCY DISCRIMINATION REGARDING PROMOTIONS AND WORKING CONDITIONS; AND (5) DENYING AS MOOT PLAINTIFFS' MOTION TO SUSPEND CONSIDERATION OF DEFENDANT'S MOTION FOR PARTIAL SUMMARY JUDGMENT: The motion for partial summary judgment is denied. Plaintiffs' motion to suspend consideration of that motion is therefore denied as moot. The Clerk of the Court is directed to close out the motions at Docket Nos. 136, 144,152 and 168. This constitutes the opinion and order of the Court. BY ECF TO ALL COUNSEL (Signed by Judge Colleen McMahon on 10/20/2009) (jmi) (Entered: 10/21/2009)
175 ORDER granting 172 Motion for Katherine Leong to Appear Pro Hac Vice for Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Sue Earl, Jamie Holland, Maryanne Jacoby, Simona Lopes, Ashley Narmour, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Signed by Judge Colleen McMahon on 10/20/2009) (jmi) (Entered: 10/21/2009)
Minute Entry for proceedings held before Judge Colleen McMahon: Scheduling Conference held on 10/21/2009. All discovery must be completed by 12/31/09, as per Judge Lynch's 8/11/09 order. Both parties may continue to take depositions until 12/31/09. Any discovery disputes will be referred to a magistrate judge. Final joint pretrial order must be prepared in accordance with Judge McMahon's Individual practices and filed on 1/29/10. Final pretrial conference and trial date to be scheduled. Trial will be 5 weeks, not longer. Trial will not be bifurcated. (mro) (Entered: 11/02/2009)
176 ORDER FOR ADMISSION PRO HAC VICE ON WRITTEN MOTION: Katherine Leong is admitted to practice pro hac vice as counsel for plaintiffs in this case in the USDC for the SDNY. (Signed by Judge Colleen McMahon on 10/21/09) (dle) (Entered: 10/22/2009)
Transmission to Attorney Admissions Clerk. Transmitted re: 176 Order Admitting Attorney Pro Hac Vice, to the Attorney Admissions Clerk for updating of Attorney Information. (dle) (Entered: 10/22/2009)
177 LETTER addressed to All Counsel in Velez v. Novartis (04 Civ. 9194) (CM) from Judge Colleen McMahon dated 10/22/2009 re: Mindful of our mutual scheduling problems, I consulted my clerks and my calendar yesterday after our conference. I am setting the following trial schedule: Pretrial Order In Limine Motions Due January 29, 2010. Final Pretrial Conference is on February 24 − 25, 2010 and Jury Selection and Trial on April 7, 2010. (jpo) (Entered: 10/22/2009)
Set Deadlines/Hearings: Motions due by 1/29/2010. Pretrial Order due by 1/29/2010. (jpo) (Entered: 10/22/2009)
178 ENDORSED LETTER addressed to Magistrate Judge Frank Maas from Richard H. Schnadig dated 11/5/09 re: lead counsel for Novartis write to inform you of a dispute over Plaintiffs' belated and recenl designation of two additional expert witnesses after the deadline for completion of expert discovery and to request a conference to resolve this dispute if the court determines a conference to be appropriate. A brief, informal conference between counsel failed to resolve the issue. ENDORSEMENT: So far as I am concerned, plaintiff still has time to designate experts−or had time when it designated these witnesses. If Defendants find it necessary to designate new expert in response, be my guest just get the report in by December. (Signed by Judge Colleen McMahon on 11/10/09) (pl) (Entered: 11/13/2009)
179 ENDORSED LETTER addressed to Judge Colleen McMahon from David Sanford dated 12/14/2009 re: the parties wish to depose Dr. Outtz on 1/14/2010. ENDORSEMENT: OK − no problem − take the time necessary. (Signed by Judge Colleen McMahon on 12/14/2009) (jar) (Entered: 12/15/2009)

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180 MOTION for Sanctions and to Strike Witnesses Contacted by Defendant in Violation of New York Rule of Professional Conduct 4.2. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 12/21/2009)
181 MEMORANDUM OF LAW in Support re: 180 MOTION for Sanctions and to Strike Witnesses Contacted by Defendant in Violation of New York Rule of Professional Conduct 4.2.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Exhibit 1: Sanford Declaration, # 2 Exhibit 2−Velez EEOC Charge, # 3 Exhibit 3−Correspondence Regarding Jennifer Blum, # 4 Exhibit 4−R. Schnadig's Letter of 9−15−09, # 5 Exhibit 5−Siegel Declaration, # 6 Exhibit 6−Tsai Transcript, # 7 Exhibit 7−Schneider−Falk Transcript, # 8 Exhibit 8−Durkin EEOC Charge, # 9 Exhibit 9−Plaintiffs' Initial Disclosures, # 10 Exhibit 10−Defendant's Initial Disclosures, # 11 Exhibit 11−T. Abram Letter of 12−7−09, # 12 Exhibit 12: Beale Transcript, # 13 Exhibit 13: Beale 2003 Annual Performance Review, # 14 Exhibit 14−Goetz Resume, # 15 Exhibit 15−Goetz Transcript)(Sanford, David) (Entered: 12/21/2009)
182 OPPOSITION BRIEF TO PLAINTIFFS' MOTION FOR SANCTIONS AND TO STRIKE WITNESSES CONTACTED BY DEFENDANT IN VIOLATION OF NEW YORK RULE OF PROFESSIONAL CONDUCT 4.2. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Exhibit A, # 2 Exhibit B, # 3 Exhibit C, # 4 Exhibit D, # 5 Exhibit E, # 6 Exhibit F, # 7 Exhibit G − Part 1, # 8 Exhibit G − Part 2, # 9 Exhibit Part 3, # 10 Exhibit G − Part 4)(Schnadig, Richard) (Entered: 01/04/2010)
183 REPLY MEMORANDUM OF LAW in Support re: 180 MOTION for Sanctions and to Strike Witnesses Contacted by Defendant in Violation of New York Rule of Professional Conduct 4.2.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Exhibit 1 − Sanford Declaration, # 2 Exhibit 2 − Blum Deposition Excerpt)(Sanford, David) (Entered: 01/07/2010)
184 LETTER addressed to All Counsel in Velez v. Novartis from Judge Colleen McMahon dated 1/7/2010. re: Demonstratives may abide the final pretrial conference; they do not need to be created now. But they must be shown to your opponent before I will let the jury see them. 2. You can use electronic demonstratives in closing, not in opening.Deposition designations, objections thereto and counter−designations and objections thereto are all part of the Pre−Trial Order. Please understand that Plaintiffs will have time for a rebuttal case without reserving it−that is, the party with the burden of proof can put on a rebuttal case without counting it toward the eight trial days−but I will have to have a proffer on any proposed rebuttal evidence and will disallow it if it is not truly rebuttal. No more than think lots of deposition testimony is a waste of time and energy at a jury trial−but it is your call. Counts against your time. And please remember: no deposition testimony will be admitted from witnesses who testify (it ends up being duplicative, you can use inconsistent statements to impeach) or from witnesses who are within the court's subpoena power (I enforce this rules strictly, since I disfavor testimony by deposition at a trial). I do not sit on Fridays. We start as soon as I have all the jurors in the morning,but that is generally 9:45. I give one hour for lunch and I take a short break in the morning and in the afternoon. We end between 4:30 and 5 PM. The five weeks takes into account that Friday is my calendar day. This means your two weeks is a total of eight trial days. All other provisions as set forth in this letter. (js) (Entered: 01/08/2010)
185 MOTION for Felicia M. Medina to Appear Pro Hac Vice. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton,

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Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(mbe) (Entered: 01/20/2010)
186 ORDER FOR ADMISSION PRO HAC VICE ON WRITTEN MOTION granting 185 Motion for Felicia Medina to Appear Pro Hac Vice for plaintiffs.. (Signed by Judge Colleen McMahon on 1/22/10) (cd) (Entered: 01/22/2010)
Transmission to Attorney Admissions Clerk. Transmitted re: 186 Order on Motion to Appear Pro Hac Vice, to the Attorney Admissions Clerk for updating of Attorney Information. (cd) (Entered: 01/22/2010)
187 ORDER denying 180 Motion for Sanctions. Plaintiffs' motion for sanctions and to strike the testimony of Ms. Tsai is denied. The parties would be well−advised to focus on preparing for trial and stop wasting their time and the Court's time with motions like this. (Signed by Judge Colleen McMahon on 1/25/2010) BY ECF TO ALL COUNSEL.(jmi) (Entered: 01/26/2010)
CASHIERS OFFICE REMARK on 185 Motion to Appear Pro Hac Vice, in the amount of $25.00, paid on 01/14/2010, Receipt Number 892098. (jd) (Entered: 01/27/2010)
188 FILING ERROR − DEFICIENT DOCKET ENTRY − MOTION in Limine To Exclude Evidence And Testimony Concerning Events Which Allegedly Occured After The Close Of The Class Period. Document filed by Novartis Pharmaceutical Corporation.(Schnadig, Richard) Modified on 2/1/2010 (db). (Entered: 01/29/2010)
189 FILING ERROR − DEFICIENT DOCKET ENTRY − MEMORANDUM OF LAW in Support re: 188 MOTION in Limine To Exclude Evidence And Testimony Concerning Events Which Allegedly Occured After The Close Of The Class Period. Document filed by Novartis Pharmaceutical Corporation. (Schnadig, Richard) Modified on 2/1/2010 (db). (Entered: 01/29/2010)
190 MOTION in Limine To Exclude Evidence And Testimony Concerning Events Which Allegedly Occured After The Close Of The Class Period. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Appendix)(Schnadig, Richard) (Entered: 01/29/2010)
191 MEMORANDUM OF LAW in Support re: 190 MOTION in Limine To Exclude Evidence And Testimony Concerning Events Which Allegedly Occured After The Close Of The Class Period.. Document filed by Novartis Pharmaceutical Corporation. (Schnadig, Richard) (Entered: 01/29/2010)
192 PROPOSED VOIR DIRE QUESTIONS. Document filed by Novartis Pharmaceutical Corporation.(Schnadig, Richard) (Entered: 01/29/2010)
193 MOTION in Limine To Exclude Plaintiffs' Evidence Of Defendant's Financial Condition Or Size To Support Their Claim On The Merits. Document filed by Novartis Pharmaceutical Corporation.(Schnadig, Richard) (Entered: 01/29/2010)
194 MEMORANDUM OF LAW in Support re: 193 MOTION in Limine To Exclude Plaintiffs' Evidence Of Defendant's Financial Condition Or Size To Support Their Claim On The Merits.. Document filed by Novartis Pharmaceutical Corporation. (Schnadig, Richard) (Entered: 01/29/2010)
195 MOTION in Limine to Preclude Defendant from Offering Evidence or Argument about Witnesses' Involvement in Unrelated Lawsuits. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 01/29/2010)
196 MEMORANDUM OF LAW in Support re: 195 MOTION in Limine to Preclude Defendant from Offering Evidence or Argument about Witnesses' Involvement in Unrelated Lawsuits.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider

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Tobertga. (Sanford, David) (Entered: 01/29/2010)
197 MOTION in Limine To Bar Certain Plaintiff Expert Testimony. Document filed by Novartis Pharmaceutical Corporation.(Schnadig, Richard) (Entered: 01/29/2010)
198 MEMORANDUM OF LAW in Support re: 197 MOTION in Limine To Bar Certain Plaintiff Expert Testimony.. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Appendix)(Schnadig, Richard) (Entered: 01/29/2010)
199 MOTION in Limine To Bar The Report And Testimony Of Plaintiffs' expert Deborah L. Rhode. Document filed by Novartis Pharmaceutical Corporation.(Schnadig, Richard) (Entered: 01/29/2010)
200 MEMORANDUM OF LAW in Support re: 199 MOTION in Limine To Bar The Report And Testimony Of Plaintiffs' expert Deborah L. Rhode.. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Appendix)(Schnadig, Richard) (Entered: 01/29/2010)
201 MOTION in Limine To Exclude Evidence And Testimony Evidence Regarding Discrimination Claims By Non−Class Members Against NPC Managers Simmons And Duhart And An Assault Claim By A Class Member Claim Against Joe Colonello. Document filed by Novartis Pharmaceutical Corporation.(Schnadig, Richard) (Entered: 01/29/2010)
202 MEMORANDUM OF LAW in Support re: 201 MOTION in Limine To Exclude Evidence And Testimony Evidence Regarding Discrimination Claims By Non−Class Members Against NPC Managers Simmons And Duhart And An Assault Claim By A Class Member Claim Against Joe Colonello.. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Appendix)(Schnadig, Richard) (Entered: 01/29/2010)
203 MOTION in Limine To Exclude Evidence And Testimony Concerning Alleged Harassing Or Disparaging Comments By Coworker Bob Lloyd. Document filed by Novartis Pharmaceutical Corporation.(Schnadig, Richard) (Entered: 01/29/2010)
204 MEMORANDUM OF LAW in Support re: 203 MOTION in Limine To Exclude Evidence And Testimony Concerning Alleged Harassing Or Disparaging Comments By Coworker Bob Lloyd.. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Appendix)(Schnadig, Richard) (Entered: 01/29/2010)
205 PROPOSED VOIR DIRE QUESTIONS. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 01/29/2010)
206 MOTION in Limine To Exclude Evidence And Testimony Evidence Regarding Marjorie Salame's Sexual Assault. Document filed by Novartis Pharmaceutical Corporation.(Schnadig, Richard) (Entered: 01/29/2010)
207 MEMORANDUM OF LAW in Support re: 206 MOTION in Limine To Exclude Evidence And Testimony Evidence Regarding Marjorie Salame's Sexual Assault.. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Appendix)(Schnadig, Richard) (Entered: 01/29/2010)
208 MOTION in Limine To Exclude Unfounded Evidence Regarding Human Resources' Response To Complaints. Document filed by Novartis Pharmaceutical Corporation.(Schnadig, Richard) (Entered: 01/29/2010)
209 MEMORANDUM OF LAW in Support re: 208 MOTION in Limine To Exclude Unfounded Evidence Regarding Human Resources' Response To Complaints.. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Appendix)(Schnadig, Richard) (Entered: 01/29/2010)
210 MOTION in Limine To Exclude Evidence Of Alleged Discrimination Other Than Certified Claims. Document filed by Novartis Pharmaceutical

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Corporation.(Schnadig, Richard) (Entered: 01/29/2010)
211 MEMORANDUM OF LAW in Support re: 210 MOTION in Limine To Exclude Evidence Of Alleged Discrimination Other Than Certified Claims.. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Appendix)(Schnadig, Richard) (Entered: 01/29/2010)
212 MOTION in Limine To Exclude Documents And Testimony Concerning Internal Complaints Of Discrimination, Harassment Or Hostile Work Environment Regarding Non−Testifying Witnesses. Document filed by Novartis Pharmaceutical Corporation.(Schnadig, Richard) (Entered: 01/29/2010)
213 MOTION in Limine to Preclude Evidence or Argument About After Acquired Evidence. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 01/29/2010)
214 MEMORANDUM OF LAW in Support re: 213 MOTION in Limine to Preclude Evidence or Argument About After Acquired Evidence.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Sanford, David) (Entered: 01/29/2010)
215 MEMORANDUM OF LAW in Support re: 212 MOTION in Limine To Exclude Documents And Testimony Concerning Internal Complaints Of Discrimination, Harassment Or Hostile Work Environment Regarding Non−Testifying Witnesses.. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Appendix Part 1, # 2 Appendix Part 2, # 3 Appendix Part 3, # 4 Appendix Part 4, # 5 Appendix Part 5, # 6 Appendix Part 6)(Schnadig, Richard) (Entered: 01/29/2010)
216 REQUEST TO CHARGE. Document filed by Novartis Pharmaceutical Corporation.(Schnadig, Richard) (Entered: 01/29/2010)
217 MOTION in Limine to Preclude Testimony and Evidence of Plaintiff Terri Kelly's Family and Medical History. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 01/29/2010)
218 MEMORANDUM OF LAW in Support re: 217 MOTION in Limine to Preclude Testimony and Evidence of Plaintiff Terri Kelly's Family and Medical History.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Sanford, David) (Entered: 01/29/2010)
219 MOTION in Limine to Preclude Defendant Novartis Pharmaceuticals Corporation from Offering Evidence or Making Argument About Statements Made to Prospective Employers. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 01/29/2010)
220 PRETRIAL MEMORANDUM. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Text of Proposed Order Part 1, # 2 Text of Proposed Order Part 2, # 3 Text of Proposed Order Part 3)(Schnadig, Richard) (Entered: 01/29/2010)
221 MEMORANDUM OF LAW in Support re: 219 MOTION in Limine to Preclude Defendant Novartis Pharmaceuticals Corporation from Offering Evidence or

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Making Argument About Statements Made to Prospective Employers.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Exhibit 1 − T. Blum Candidate Screening, # 2 Exhibit 2 − R. Ryan Job Application)(Sanford, David) (Entered: 01/29/2010)
222 MOTION to Withdraw 189 Memorandum of Law in Support of Motion, 190 MOTION in Limine To Exclude Evidence And Testimony Concerning Events Which Allegedly Occured After The Close Of The Class Period., 191 Memorandum of Law in Support of Motion, 188 MOTION in Limine To Exclude Evidence And Testimony Concerning Events Which Allegedly Occured After The Close Of The Class Period.. Document filed by Novartis Pharmaceutical Corporation.(Schnadig, Richard) (Entered: 01/29/2010)
223 MOTION in Limine To Exclude Evidence And Testimony Concerning Events Which Allegedly Ocurred After The Close Of The Class Period. Document filed by Novartis Pharmaceutical Corporation.(Schnadig, Richard) (Entered: 01/29/2010)
224 MEMORANDUM OF LAW in Support re: 223 MOTION in Limine To Exclude Evidence And Testimony Concerning Events Which Allegedly Ocurred After The Close Of The Class Period.. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Appendix)(Schnadig, Richard) (Entered: 01/29/2010)
225 MOTION in Limine to Preclude the Testimony of Dr. Kevin Murphy. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 01/29/2010)
226 MEMORANDUM OF LAW in Support re: 225 MOTION in Limine to Preclude the Testimony of Dr. Kevin Murphy.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Exhibit A − Order of 11−12−09, # 2 Exhibit B − Endorsed Letter of 8−11−09, # 3 Exhibit C − Letter to the Court of 10−29−09, # 4 Exhibit D − Letter to the Court of 11−5−09, # 5 Exhibit E − Letter to the Court of 11−10−09, # 6 Exhibit F − Letter to the Court of 12−14−09, # 7 Exhibit G − Order of 12−15−09, # 8 Exhibit H − Letter from Defense Counsel to Plaintiffs' Counsel of 12−18−09, # 9 Errata I − Sanford Declaration, # 10 Exhibit J − Letter from Defense Counsel to Plaintiffs' Counsel of 1−7−10, # 11 Exhibit K − Correspondence from Plaintiffs' Counsel to Defense Counsel of 1−7−10, # 12 Exhibit L − Correspondence from Defense Counsel to Plaintiffs' Counsel 1−14−10, # 13 Exhibit M − Correspondence from Plaintiffs' Counsel to Defense Counsel 1−15−10, # 14 Exhibit N − Correspondence Between the Parties 1−19−10)(Sanford, David) (Entered: 01/29/2010)
227 MOTION in Limine To Exclude Hearsay And Evidence Lacking Foundation. Document filed by Novartis Pharmaceutical Corporation.(Schnadig, Richard) (Entered: 01/29/2010)
228 MEMORANDUM OF LAW in Support re: 227 MOTION in Limine To Exclude Hearsay And Evidence Lacking Foundation.. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Appendix, # 2 Supplement Part 1, # 3 Supplement Part 2, # 4 Supplement Part 3, # 5 Supplement Part 4, # 6 Supplement Part 5, # 7 Supplement Part 6, # 8 Supplement Part 7, # 9 Supplement Part 8, # 10 Supplement Part 9)(Schnadig, Richard) (Entered: 01/29/2010)
229 AMENDED MOTION in Limine to Preclude Defendant from Offering Evidence or Argument About Witnesses' Involvement in Unrelated Lawsuits. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer

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01/29/2010 01/29/2010 01/29/2010 01/29/2010 01/29/2010 01/29/2010 01/29/2010 01/29/2010

Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 01/29/2010)
230 MEMORANDUM OF LAW in Support re: 229 AMENDED MOTION in Limine to Preclude Defendant from Offering Evidence or Argument About Witnesses' Involvement in Unrelated Lawsuits.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Exhibit 1 − Salame Deposition Excerpts, # 2 Exhibit 2 − Stark Deposition Excerpts, # 3 Exhibit 3 − Corbett Deposition Excerpts)(Sanford, David) (Entered: 01/29/2010)
231 MOTION in Limine to Preclude Unverified Interrogatory Responses. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 01/29/2010)
232 MEMORANDUM OF LAW in Support re: 231 MOTION in Limine to Preclude Unverified Interrogatory Responses.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Sanford, David) (Entered: 01/29/2010)
233 MOTION in Limine to Preclude Defendant from Introducing Evidence or Making Any Argument Based on Plaintiffs' Decision Not to Call Certain Class Representatives and Class Members at Trial. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 01/29/2010)
234 MEMORANDUM OF LAW in Support re: 233 MOTION in Limine to Preclude Defendant from Introducing Evidence or Making Any Argument Based on Plaintiffs' Decision Not to Call Certain Class Representatives and Class Members at Trial.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Sanford, David) (Entered: 01/29/2010)
235 MOTION in Limine to Preclude Evidence or Argument About Internal Investigations of Barbara Stark and Terri Kelly. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 01/29/2010)
236 MEMORANDUM OF LAW in Support re: 235 MOTION in Limine to Preclude Evidence or Argument About Internal Investigations of Barbara Stark and Terri Kelly.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Exhibit 1 − Counter−Exhibits, # 2 Exhibit 2 − Stark Deposition Excerpts, # 3 Exhibit 3 − Kelly Deposition Excerpts, # 4 Exhibit 4 − NPCX 003081413)(Sanford, David) (Entered: 01/29/2010)
237 MOTION in Limine to Preclude Defendant Novartis Pharmaceuticals Corporation from Offering Evidence or Making Argument About Irrelevant and Prejudicial Personal Information of Plaintiffs. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff,

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01/29/2010
01/29/2010 01/29/2010 01/29/2010 01/29/2010
01/29/2010 01/31/2010 01/31/2010

Minel Hider Tobertga.(Sanford, David) (Entered: 01/29/2010)
238 MEMORANDUM OF LAW in Support re: 237 MOTION in Limine to Preclude Defendant Novartis Pharmaceuticals Corporation from Offering Evidence or Making Argument About Irrelevant and Prejudicial Personal Information of Plaintiffs.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Exhibit 1 − Borsa Deposition Excerpts, # 2 Exhibit 2 − Corbett Deposition Excerpts, # 3 Exhibit 3 − Spring Deposition Excerpts, # 4 Exhibit 4 − CafePharma Posting, # 5 Exhibit 5 − Holland Deposition Excerpts, # 6 Exhibit 6 − E−mail of 5−21−07, # 7 Exhibit 7 − Stark Deposition Excerpts)(Sanford, David) (Entered: 01/29/2010)
239 MOTION in Limine to Preclude Cross−Examination or Argument About Claims Not Pursued by Class Representative Kelly Corbett. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 01/29/2010)
240 MEMORANDUM OF LAW in Support re: 239 MOTION in Limine to Preclude Cross−Examination or Argument About Claims Not Pursued by Class Representative Kelly Corbett.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Exhibit 1 − Counter−Designations)(Sanford, David) (Entered: 01/29/2010)
241 MOTION in Limine to Preclude the Testimony of Dr. Kevin Murphy. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 01/29/2010)
242 MEMORANDUM OF LAW in Support re: 241 MOTION in Limine to Preclude the Testimony of Dr. Kevin Murphy.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Exhibit 1, # 2 Exhibit 2, # 3 Exhibit 3, # 4 Exhibit 4, # 5 Exhibit 5, # 6 Exhibit 6, # 7 Exhibit 7, # 8 Exhibit 8, # 9 Exhibit 9, # 10 Exhibit 10, # 11 Exhibit 11, # 12 Exhibit 12, # 13 Exhibit 13, # 14 Exhibit 14, # 15 Exhibit 16, # 16 Exhibit 17, # 17 Exhibit 18, # 18 Exhibit 19)(Sanford, David) (Entered: 01/29/2010)
243 PROPOSED JURY INSTRUCTIONS. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 01/29/2010)
244 MOTION to Withdraw Docket Nos. 195−196 and 225−226., MOTION to Amend/Correct Docket No. 242. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 01/31/2010)
245 AMENDED MEMORANDUM OF LAW in Support re: 241 MOTION in Limine to Preclude the Testimony of Dr. Kevin Murphy.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni

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02/01/2010 02/03/2010 02/03/2010 02/03/2010 02/03/2010 02/03/2010
02/03/2010
02/03/2010 02/03/2010 02/03/2010

Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Exhibit 1, # 2 Exhibit 2, # 3 Exhibit 3, # 4 Exhibit 4, # 5 Exhibit 5, # 6 Exhibit 6, # 7 Exhibit 7, # 8 Exhibit 8, # 9 Exhibit 9, # 10 Exhibit 10, # 11 Exhibit 11, # 12 Exhibit 12, # 13 Exhibit 13, # 14 Exhibit 14, # 15 Exhibit 16, # 16 Exhibit 17, # 17 Exhibit 18, # 18 Exhibit 19)(Sanford, David) (Entered: 01/31/2010)
246 MOTION for Sharon Eubanks to Appear Pro Hac Vice. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(mro) (Entered: 02/03/2010)
247 MEMORANDUM OF LAW in Opposition re: 213 MOTION in Limine to Preclude Evidence or Argument About After Acquired Evidence.. Document filed by Novartis Pharmaceutical Corporation. (Schnadig, Richard) (Entered: 02/03/2010)
248 MEMORANDUM OF LAW in Opposition re: 217 MOTION in Limine to Preclude Testimony and Evidence of Plaintiff Terri Kelly's Family and Medical History.. Document filed by Novartis Pharmaceutical Corporation. (Schnadig, Richard) (Entered: 02/03/2010)
249 MEMORANDUM OF LAW in Opposition re: 233 MOTION in Limine to Preclude Defendant from Introducing Evidence or Making Any Argument Based on Plaintiffs' Decision Not to Call Certain Class Representatives and Class Members at Trial.. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Appendix)(Schnadig, Richard) (Entered: 02/03/2010)
250 MEMORANDUM OF LAW in Opposition re: 235 MOTION in Limine to Preclude Evidence or Argument About Internal Investigations of Barbara Stark and Terri Kelly.. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Appendix)(Schnadig, Richard) (Entered: 02/03/2010)
251 MEMORANDUM OF LAW in Opposition re: 208 MOTION in Limine To Exclude Unfounded Evidence Regarding Human Resources' Response To Complaints.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Sanford, David) (Entered: 02/03/2010)
252 MEMORANDUM OF LAW in Opposition re: 201 MOTION in Limine To Exclude Evidence And Testimony Evidence Regarding Discrimination Claims By Non−Class Members Against NPC Managers Simmons And Duhart And An Assault Claim By A Class Member Claim Against Joe Colonello.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Sanford, David) (Entered: 02/03/2010)
253 MEMORANDUM OF LAW in Opposition re: 219 MOTION in Limine to Preclude Defendant Novartis Pharmaceuticals Corporation from Offering Evidence or Making Argument About Statements Made to Prospective Employers.. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Appendix)(Schnadig, Richard) (Entered: 02/03/2010)
254 MEMORANDUM OF LAW in Opposition re: 229 AMENDED MOTION in Limine to Preclude Defendant from Offering Evidence or Argument About Witnesses' Involvement in Unrelated Lawsuits.. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Appendix)(Schnadig, Richard) (Entered: 02/03/2010)
255 MEMORANDUM OF LAW in Opposition re: 206 MOTION in Limine To Exclude Evidence And Testimony Evidence Regarding Marjorie Salame's Sexual Assault.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan

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Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (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)(Sanford, David) (Entered: 02/03/2010)
256 MEMORANDUM OF LAW in Opposition re: 239 MOTION in Limine to Preclude Cross−Examination or Argument About Claims Not Pursued by Class Representative Kelly Corbett.. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Appendix)(Schnadig, Richard) (Entered: 02/03/2010)
257 MEMORANDUM OF LAW in Opposition re: 212 MOTION in Limine To Exclude Documents And Testimony Concerning Internal Complaints Of Discrimination, Harassment Or Hostile Work Environment Regarding Non−Testifying Witnesses.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Sanford, David) (Entered: 02/03/2010)
258 MEMORANDUM OF LAW in Opposition re: 241 MOTION in Limine to Preclude the Testimony of Dr. Kevin Murphy.. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Appendix)(Schnadig, Richard) (Entered: 02/03/2010)
259 MEMORANDUM OF LAW in Opposition re: 193 MOTION in Limine To Exclude Plaintiffs' Evidence Of Defendant's Financial Condition Or Size To Support Their Claim On The Merits.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Exhibit A, # 2 Exhibit B, # 3 Exhibit C, # 4 Exhibit D)(Sanford, David) (Entered: 02/03/2010)
260 MEMORANDUM OF LAW in Opposition re: 190 MOTION in Limine To Exclude Evidence And Testimony Concerning Events Which Allegedly Occured After The Close Of The Class Period.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Exhibit A)(Sanford, David) (Entered: 02/03/2010)
261 MEMORANDUM OF LAW in Opposition re: 210 MOTION in Limine To Exclude Evidence Of Alleged Discrimination Other Than Certified Claims.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Sanford, David) (Entered: 02/03/2010)
262 MEMORANDUM OF LAW in Opposition re: 203 MOTION in Limine To Exclude Evidence And Testimony Concerning Alleged Harassing Or Disparaging Comments By Coworker Bob Lloyd.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Exhibit A)(Sanford, David) (Entered: 02/03/2010)
263 MEMORANDUM OF LAW in Opposition re: 197 MOTION in Limine To Bar Certain Plaintiff Expert Testimony.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff,

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02/03/2010
02/03/2010
02/04/2010 02/04/2010 02/04/2010 02/11/2010 02/11/2010 02/25/2010
03/16/2010 03/17/2010 03/19/2010 03/19/2010

Minel Hider Tobertga. (Attachments: # 1 Exhibit B, # 2 Exhibit C, # 3 Exhibit D, # 4 Exhibit E)(Sanford, David) (Entered: 02/03/2010)
264 MEMORANDUM OF LAW in Opposition re: 199 MOTION in Limine To Bar The Report And Testimony Of Plaintiffs' expert Deborah L. Rhode.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Exhibit A, # 2 Exhibit B, # 3 Exhibit C, # 4 Exhibit D, # 5 Exhibit E, # 6 Exhibit F)(Sanford, David) (Entered: 02/03/2010)
265 MEMORANDUM OF LAW in Opposition re: 227 MOTION in Limine To Exclude Hearsay And Evidence Lacking Foundation.. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Exhibit A, # 2 Exhibit B, # 3 Exhibit C, # 4 Exhibit D)(Sanford, David) (Entered: 02/03/2010)
CASHIERS OFFICE REMARK on 246 Motion to Appear Pro Hac Vice, in the amount of $25.00, paid on 02/01/2010, Receipt Number 893431. (jd) (Entered: 02/04/2010)
266 ORDER FOR ADMISSION PRO HAC VICE ON WRITTEN MOTION: granting 246 Motion for Sharon Eubanks to Appear Pro Hac Vice. (Signed by Judge Colleen McMahon on 2/4/2010) (tve) (Entered: 02/04/2010)
267 AMENDED CALENDAR NOTICE: Final Pretrial Conference set for 3/23/2010 at 09:30 AM in Courtroom 14C, 500 Pearl Street, New York, NY 10007 before Judge Colleen McMahon. (Signed by Judge Colleen McMahon on 2/4/2010) (tve) (Entered: 02/04/2010)
268 MEMORANDUM ENDORSEMENT re: DEFENDANT'S MOTION TO WITHDRAW NON−CONFORMING DOCUMENTS AND SUBSTITUTE CONFORMING DOCUMENTS: ORDER granting 222 Motion to Withdraw. ENDORSEMENT: Fine. Granted. (Signed by Judge Colleen McMahon on 2/11/10) (db) (Entered: 02/11/2010)
269 MEMORANDUM ENDORSEMENT re: PLAINTIFFS' MOTION TO WITHDRAW DOCKET NOS. 195−196 AND 225−226 AND TO AMEND DOCKET NO. 242. ORDER granting 244 Motion to Withdraw ; granting 244 Motion to Amend/Correct. ENDORSEMENT: SO ORDERED. (Signed by Judge Colleen McMahon on 2/11/10) (db) (Entered: 02/11/2010)
270 RULINGS ON MOTIONS IN LIMINE, regarding the Court's, rulings on the motions in limine, that have been resolved in the manner that is set forth in this Order. This disposes of all pending in limine motions. The Clerk of the Court is directed to mark the following motions "decided" and remove them from the Court's docket: Docket Nos. 193, 197, 199,201,203,206,208,210,212,213,217,219,223,227,229,231,233,235,237,239 and 241. (Signed by Judge Colleen McMahon on 2/25/10) By ECF To All Parties..(pl) (Entered: 02/25/2010)
271 MOTION for Amy L. Bess to Appear Pro Hac Vice. Document filed by Novartis Pharmaceutical Corporation.(mro) (Entered: 03/18/2010)
272 ORDER granting 271 Motion for Amy L. Bess to Appear Pro Hac Vice for Novartis Pharmaceuticals Corporation. (Signed by Judge Colleen McMahon on 3/17/2010) (jmi) (Entered: 03/18/2010)
CASHIERS OFFICE REMARK on 271 Motion to Appear Pro Hac Vice in the amount of $25.00, paid on 03/16/2010, Receipt Number 897078. (jd) (Entered: 03/19/2010)
273 ORDER: I hereby authorize the following attorneys(s) (see order) to bring the General Purpose Computing Device(s) into the Courthouse for use in the trial or proceeding in the above captioned action, which is anticipated to begin on

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03/19/2010 03/22/2010
03/23/2010 03/23/2010 03/25/2010
03/29/2010 03/29/2010
03/30/2010 03/31/2010

3/23/2010 and conclude on 3/24/2010. (Signed by Judge Colleen McMahon on 3/18/2010) (jar) (Entered: 03/19/2010)
274 ENDORSED LETTER addressed to Judge Colleen McMahon from David W. Sanford dated 3/19/2010 re: request that the Court excuse one of the Plaintiffs' trial counsel, Steven Wittels, from appearing at next week's pre−trial conference of 3/23−24/2010. ENDORSEMENT: Request granted. (Signed by Judge Colleen McMahon on 3/19/2010) (jar) (Entered: 03/19/2010)
275 NOTICE TO PARTIES: I will give defendant a total of four hours to interpose and argue objections to the plaintiffs' proposed exhibits. The four hours includes time that plaintiffs' counsel spends opposing the objections. At the end of four hours of dealing with plaintiffs' exhibits, every item we have not yet discussed will be admitted. (Signed by Judge Colleen McMahon on 3/22/2010) (jar) (Entered: 03/22/2010)
Minute Entry for proceedings held before Judge Colleen McMahon: Final Pretrial Conference held on 3/23/2010. Decision: Final Pretrial conference held. Proposed trial exhibits ruled upon. Jury selection to commence April 7. (Submitted by George Turner). (Court Reporter Steve). (mde) (Entered: 03/24/2010)
Set/Reset Hearings: Jury Selection set for 4/7/2010 at 9:30AM before Judge Colleen McMahon. (mde) (Entered: 03/24/2010)
276 NOTICE TO PARTIES, that at the final pretrial conference, I said that we would not be sitting on Monday, April 12, but I had my dates wrong. My commitment is on Tuesday, April 13, not Monday, April 12. So, the day on which nothing will happen is Tuesday, April 13. We will be in session on Monday, April 12. Everything else that I said at the final pretrial conference about the schedule of trial proceedings remains in effect. (Signed by Judge Colleen McMahon on 3/25/10) By ECF TO ALL COUNSEL.(pl) (Entered: 03/25/2010)
277 TRIAL BRIEF Regarding Disparate Impact and Treatment, Back and Front Pay and Compensatory Damages. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Appendix)(Schnadig, Richard) (Entered: 03/29/2010)
278 TRIAL BRIEF on Trial Management Plan. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Exhibit A)(Sanford, David) (Entered: 03/29/2010)
279 TRANSCRIPT of proceedings held on March 23, 2010 at 10:00 am before Judge Colleen McMahon. (eef) (Entered: 03/30/2010)
280 ORDER CONCERNING TRIAL PROCEDURE: The Court is relieved to see that we are finally all on the same page (more or less) concerning what gets tried to the Court and what gets tried to the jury. Everyone now agrees that we will submit the issues of disparate treatment (pattern or practice discrimination), compensatory damages for the testifying named plaintiffs, and punitive damages for the class as a whole to the jury. If the jury concludes that defendant is liable for disparate treatment discrimination, the verdict sheet will direct it to answer YES or NO to a question regarding the propriety of an award of punitive damages. Evidence concerning Novartis' financial condition (to which I hope the parties can stipulate) will be submitted to the jury only if the answer is YES. Unless defendant can concretely identify some "additional evidence" not appropriately admitted in connection with the disparate treatment claims that the Court must hear before determining liability on a disparate impact theory, the Court expects all evidence relating to Novartis' liability under either theory to be presented during the jury trial. While the jury is deliberating, you will argue your respective disparate impact cases to me, based on the evidence previously admitted. Obviously I will await the jury's ruling on disparate treatment before ruling on disparate impact, but you will have your verdict on liability under a disparate impact theory within days after the jury's verdict on disparate treatment. Evidence relating to class−wide front and back pay awards for the class will not come in while the jury is in the box.

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However, that evidence will be heard while the jury is deliberating. The Court will render its verdict relatively quickly after the delivery of the jury's verdict on those claims that are triable to it. Potential claimants against those funds will have to make their case before a United States Magistrate Judge in a subsequent remedial phase. The Court will also refer any individual compensatory damages claims (for pain and suffering) to a United States Magistrate Judge for hearing following a period for notice and opportunity to opt out. In short, this Court intends to handle the entire trial except for the damages claims of non−testifying individual class members − liability under disparate treatment and disparate impact theories, compensatory damages to the testifying class members, punitive damages for the class, and class−wide back pay and front pay − in April and May 2010. I understand that this may lead to the introduction of unnecessary evidence during jury deliberations − for example, if the jury decides against the plaintiffs on their disparate treatment promotion claim and the Court decides against them on their disparate impact promotion claim, I will have heard evidence about back and front pay that I might not otherwise have needed to hear. However, my calendar does not permit me the luxury of postponing the portions of the trial that will result in verdicts delivered by the Court. I must move on to other matters come June 1. The procedure here outlined is designed to allow me to address all the issues I must address prior to that date. (Signed by Judge Colleen McMahon on 3/31/2010) (jfe) (Entered: 03/31/2010)
281 MEMORANDUM TO COUNSEL, that the Court has reviewed the parties' proposed order regarding the bringing of electronic devices into the courtroom. As of today, April 1, 2010, the bringing of cell phones, Blackberries and other personal electronic devices ("PEDs") is governed by Standing Order M−l0−468 (the "Standing Order"), and only by the Standing Order. A copy of the Standing Order is available on the Local Rules page of the SDNY's website. In sum, you need to submit a revised proposed order. The order should (l) NOT include any requests for cell phones, Blackberries or other PEDs, which are governed by the Standing Order; (2) include proposed laptops−if the number of laptops proposed by either side exceeds 3, you must also submit written justification for the extra laptops; and (3) include the additional devices (e.g., cables, screens, etc.) that you have proposed−I will approve that technology. Additional relief as set forth in this Order. (Signed by Judge Colleen McMahon on 4/1/10) By ECF To All Parties.(pl) Modified on 4/8/2010 (pl). (Entered: 04/01/2010)
282 ORDER: IN THE MATTER OF AN APPLICATION TO BRING AN ELECTRONIC DEVICE(S) INTO THE DANIEL PATRICK MOYNIHAN UNITED STATES COURTHOUSE FOR USE IN A TRIAL OR PROCEEDING: I hereby authorize the following attorneys to bring the General Purpose Computing Device(s) (GPCD) into the Courthouse for use in a trial or proceeding in the action entitled Velez v. Novartis Pharmaceuticals Corporation, No. 04 cv 9194 (CM), which is anticipated to begin on April 7, 2010. Brian Turner and Raymond McLeod will arrive with the electronic eviden equipment listed below on April 5 and/or 6, 2010...The individuals identified or member of their respective firms with a NY State Attorneys' Passin this Order must present a copy of this Order when entering the Courthouse. Their bringing of the equipment into the building constitutes a certification by them that the electronic device(s) lack (a) the capacity to make or record images or sounds or to send or receive wireless transmissions, and (b) one or more infrared ports or, alternatively, that any such capability or ports have been disabled. They shall not use or permit the use of such equipment to make or record images or sounds or to send or receive wireless transmissions. They shall comply in all respects with the requirements printed on the reverse side of this page.This order does not authorize any attorney or law firm to bring more than three GPCDs into the Courthouse. SO ORDERED.Dated:4/5/2010. (Signed by Judge Colleen McMahon on 4/5/2010). (mde) (Entered: 04/05/2010)
283 ENDORSED LETTER addressed to Judge McMahon from David Sanford dated 4/6/2010 re: request permission to use high−speed wired internet access for the duration of the trial.... ENDORSEMENT: Permission granted. Today is fine.. (Signed by Judge Colleen McMahon on 4/6/2010). (mde) (Entered: 04/06/2010)
284 RULING ON DAVID MOATAZEDI DEPOSITION TESTIMONY: Therefore, the inference plaintiffs would ask the jury to draw from the fact that Moatazedi was

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asked to do the ride along − namely, that Costa promoted his career because of their encounter − is not a permissible inference. If plaintiffs are able to muster any evidence that Mr. Costa ever said so much as one word to promote Moatazedi's career prospects, they should show it to me now. Alternatively, if they have evidence about Costa's practices in connection with ride alongs (i.e., did he always ride along with male representatives rather then female), they should show it to me to put this portion of the deposition into context. Otherwise, the evidence about the ride−along does not appear to be relevant. (Signed by Judge Colleen McMahon on 4/6/2010) (jpo) (Entered: 04/06/2010)
285 SEALED DOCUMENT placed in vault.(nm) (Entered: 04/13/2010)
286 TRIAL MEMORANDUM. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Affidavit)(Sanford, David) (Entered: 04/26/2010)
287 MOTION for Judgment as a Matter of Law. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Appendix)(Schnadig, Richard) (Entered: 04/27/2010)
288 MEMORANDUM OF LAW in Support re: 287 MOTION for Judgment as a Matter of Law.. Document filed by Novartis Pharmaceutical Corporation. (Schnadig, Richard) (Entered: 04/27/2010)
289 TRANSCRIPT of proceedings held on 4/8/10 before Judge Colleen McMahon. (pl) (Entered: 05/07/2010)
290 PROPOSED FINDINGS OF FACT AND CONCLUSIONS OF LAW. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga.(Sanford, David) (Entered: 05/13/2010)
291 FILING ERROR − DEFICIENT DOCKET ENTRY − PROPOSED FINDINGS OF FACT AND CONCLUSIONS OF LAW. Document filed by Novartis Pharmaceutical Corporation.(Schnadig, Richard) Modified on 5/14/2010 (KA). (Entered: 05/13/2010)
292 PROPOSED FINDINGS OF FACT AND CONCLUSIONS OF LAW. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Appendix, # 2 Exhibit 1, # 3 Exhibit 2, # 4 Exhibit 3, # 5 Exhibit 4, # 6 Exhibit 5, # 7 Exhibit 6, # 8 Exhibit 7, # 9 Exhibit 8, # 10 Exhibit 9, # 11 Exhibit 10, # 12 Exhibit 11, # 13 Exhibit 12, # 14 Exhibit 13, # 15 Exhibit 14, # 16 Exhibit 15, # 17 Exhibit 16, # 18 Exhibit 17, # 19 Exhibit 18, # 20 Exhibit 19, # 21 Exhibit 20, # 22 Exhibit 21, # 23 Exhibit 22, # 24 Exhibit 23, # 25 Exhibit 24, # 26 Exhibit 25, # 27 Exhibit 26, # 28 Exhibit 27, # 29 Exhibit 28, # 30 Exhibit 29, # 31 Exhibit 30, # 32 Exhibit 31, # 33 Exhibit 32, # 34 Exhibit 33, # 35 Exhibit 34, # 36 Exhibit 35, # 37 Exhibit 36, # 38 Exhibit 37, # 39 Exhibit 38, # 40 Exhibit 39)(Schnadig, Richard) (Entered: 05/13/2010)
293 NOTICE OF APPEARANCE by Evan R Chesler on behalf of Novartis Pharmaceutical Corporation (Chesler, Evan) (Entered: 05/21/2010)
Minute Entry for proceedings held before Judge Colleen McMahon: Scheduling Conference held on 5/24/2010. Decision: Scheduling Conference held.Parties to advise the court regarding proposed schedule for further proceedings. (Submitted by George Turner). (mde) (Entered: 05/25/2010)
294 JOINT MOTION to Approve − Preliminary Approval of Settlement Agreement. Document filed by Michelle Williams, Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Maryanne Jacoby, Simona Lopes, Catherine White, Amy Velez, Lori Horton, Karen Liggins, Wendy Pinson, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Penni Zelinkoff, Minel Hider Tobertga. (Attachments: # 1 Appendix Settlement Agreement and Release, # 2 Exhibit Exhibit A: Notice of

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07/14/2010
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Pendency of Class Action Proposed Settlement and Settlement Hearing, # 3 Exhibit Exhibit B: Claim Form, # 4 Exhibit Exhibit C: Media Release, # 5 Text of Proposed Order Proposed Order Preliminarily Approving Settlement)(Sanford, David) (Entered: 07/14/2010)
295 ORDER PRELIMINARILY APPROVING SETTLEMENT: IT IS HEREBY ORDERED AS FOLLOWS: The Court preliminarily approves the Settlement Agreement as being fair, reasonable and adequate, subject to the right of any Class Member to challenge the fairness, reasonableness or 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 Fairness Hearing. The Class is certified for settlement purposes pursuant to Federal Rules of Civil Procedure 23(b)(2) and (b)(3) as set forth within this Order. Pursuant to Rule 23(g) of the Federal Rules of Civil Procedure, the Court appoints as Class Counsel, David Sanford, Esq., Katherine M. Kimpel, Esq., Steven L. Wittels, Esq., and Grant Morris, Esq., of Counsel, of SANFORD WITTELS &HEISLER, LLP to represent the Settlement Class for purposes of the Settlement. The Court hereby approves the substance, form and manner of the Notice of Proposed Class Action Settlement (the "Notice"), including the Claim Form, attached respectively, as Exhibits A and B to the Settlement Agreement. The Claims Administrator is directed to mail the Notice and Claim Form to the Class, pursuant to the Settlement Agreement following the entry of this Order, no later than September 9, 2010. Based on the deadlines set forth in the Settlement Agreement, a Final Fairness Hearing ("Settlement Hearing") shall take place on Friday, November 19, 2010 at the United States District Court for the Southern District of New York, United States Courthouse, Courtroom 14C, 500 Pearl St., New York, NY 10007, before the Honorable Colleen McMahon. A Claims Administrator will be appointed by Judge McMahon and shall perform the duties set forth in the Settlement Agreement. The Court orders that, pending Final Approval, each member of the 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. As of the date hereof, all 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 P. Kevin Castel on 7/14/2010) (jfe) (jfe). (Entered: 07/14/2010)
Case Stayed (jfe) (Entered: 07/14/2010)
296 TRANSCRIPT of proceedings held on May 12, 13, 14, 17, 18, 2010 before Judge Colleen McMahon. (ajc) (Entered: 08/02/2010)
297 TRANSCRIPT of proceedings held on April 8, 12, 13, 14, 15, 2010 before Judge Colleen McMahon. (ajc) (Entered: 08/02/2010)
298 TRANSCRIPT of proceedings held on May 5, 6, 7, 10, 11, 2010 before Judge Colleen McMahon. (ajc) (Entered: 08/02/2010)
299 TRANSCRIPT of proceedings held on April 22, 23, 26, 27, 2010 before Judge Colleen McMahon. (ajc) (Entered: 08/02/2010)
301 TRANSCRIPT of proceedings held on April 28, 29 and May 3, 4, 2010 before Judge Colleen McMahon. (ama) (Entered: 08/02/2010)
300 TRANSCRIPT of proceedings held on April 19, 20, 21, 2010 before Judge Colleen McMahon. (ajc) (Entered: 08/02/2010)
302 ENDORSED LETTER addressed to Judge Colleen McMahon from David Sanford dated 8/4/2010 re: Requesting to amend the Notice of Pendency of Class Action. ENDORSEMENT: Amendment granted − File the amended forms with the Court. (Signed by Judge Colleen McMahon on 8/5/2010) (jpo) (Entered: 08/05/2010)
303 NOTICE of Pendency of Class Action Proposed Settlement and Settlement Hearing (Amended) re: 302 Endorsed Letter, Set Deadlines/Hearings,,. Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Amended Claim Form, # 2 [Proposed] Amended Preliminary Approval Order)(Chesler, Evan)

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(Entered: 08/09/2010)
304 ENDORSED LETTER addressed to Judge Colleen McMahon from David Sanford dated 8/30/2010 re: The parties wish to delete paragraph 2(b)(iv) on page 8 of the notice, which was included in error. ENDORSEMENT: Could you please file the revised notice? Easier for the Clerk's Office. The amendment is fine. (Signed by Judge Colleen McMahon on 8/30/2010) (jpo) Modified on 9/17/2010 (jpo). (Entered: 08/31/2010)
305 NOTICE of Pendency of Class Action Proposed Settlement and Settlement Hearing (Second Amended) re: 304 Endorsed Letter, Set Deadlines/Hearings,,. Document filed by Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Lori Horton, Maryanne Jacoby, Karen Liggins, Simona Lopes, Wendy Pinson, Minel Hider Tobertga, Amy Velez, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Catherine White, Michelle Williams, Penni Zelinkoff. (Sanford, David) (Entered: 08/31/2010)
306 CONSENT MOTION for Leave to File Excess Pages. Document filed by Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Lori Horton, Maryanne Jacoby, Karen Liggins, Simona Lopes, Wendy Pinson, Minel Hider Tobertga, Amy Velez, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Catherine White, Michelle Williams, Penni Zelinkoff.(Sanford, David) (Entered: 11/04/2010)
307 MEMO−ENDORSEMENT re: granting 306 Motion for Leave to File Excess Pages. ENDORSEMENT: OK. (Signed by Judge Colleen McMahon on 11/8/10) (pl) (Entered: 11/08/2010)
308 MOTION for Final Certification of Settlement Class; and (2) Final Approval of Settlement, Service Payments to Class Representatives and Class Members, and Attorneys' Fees and Expenses. Document filed by Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Lori Horton, Maryanne Jacoby, Karen Liggins, Simona Lopes, Wendy Pinson, Minel Hider Tobertga, Amy Velez, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Catherine White, Michelle Williams, Penni Zelinkoff.(Sanford, David) Modified on 11/16/2010 (KA). (Entered: 11/15/2010)
309 DECLARATION of David W. Sanford and Katherine M. Kimpel in Support re: 308 MOTION for Final Certification of Settlement Class; and (2) Final Approval of Settlement, Service Payments to Class Representatives and Class Members, and Attorneys' Fees and Expenses. MOTION for Settlement (1) Final Certification of Settlement Class; and (2) Final Approval of Settlement, Service Payments to Class Representatives and Class Members, and Attorneys' Fees and Expenses. MOTION for Settlement (1) Final Certification of Settlement Class; and (2) Final Approval of Settlement, Service Payments to Class Representatives and Class Members, and Attorneys' Fees and Expenses.. Document filed by Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Lori Horton, Maryanne Jacoby, Karen Liggins, Simona Lopes, Wendy Pinson, Minel Hider Tobertga, Amy Velez, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Catherine White, Michelle Williams, Penni Zelinkoff. (Attachments: # 1 Exhibit A − Back Pay Damages Report of Louis R. Lanier, Ph.D., # 2 Exhibit B − Settlement Agreement and Release, # 3 Exhibit C − Preliminary Approval Order, # 4 Exhibit E − Catalogue of Costs and Expenses)(Sanford, David) Modified on 11/16/2010 (KA). (Entered: 11/15/2010)
310 DECLARATION of Stacy L. Roe in Support re: 308 MOTION for Final Certification of Settlement Class; and (2) Final Approval of Settlement, Service Payments to Class Representatives and Class Members, and Attorneys' Fees and Expenses. MOTION for Settlement (1) Final Certification of Settlement Class; and (2) Final Approval of Settlement, Service Payments to Class Representatives and Class Members, and Attorneys' Fees and Expenses. MOTION for Settlement (1) Final Certification of Settlement Class; and (2) Final Approval of Settlement, Service Payments to Class Representatives and Class Members, and Attorneys' Fees and Expenses.. Document filed by Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Lori Horton, Maryanne Jacoby, Karen Liggins, Simona Lopes, Wendy Pinson, Minel Hider Tobertga, Amy Velez, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Catherine White, Michelle Williams, Penni

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11/15/2010
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Zelinkoff. (Attachments: # 1 Exhibit A − Class Notice, # 2 Exhibit B − Postage Statement)(Sanford, David) Modified on 11/16/2010 (KA). (Entered: 11/15/2010)
311 MEMORANDUM OF LAW in Support re: 308 MOTION for Final Certification of Settlement Class; and (2) Final Approval of Settlement, Service Payments to Class Representatives and Class Members, and Attorneys' Fees and Expenses. MOTION for Settlement (1) Final Certification of Settlement Class; and (2) Final Approval of Settlement, Service Payments to Class Representatives and Class Members, and Attorneys' Fees and Expenses. MOTION for Settlement (1) Final Certification of Settlement Class; and (2) Final Approval of Settlement, Service Payments to Class Representatives and Class Members, and Attorneys' Fees and Expenses.. Document filed by Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Lori Horton, Maryanne Jacoby, Karen Liggins, Simona Lopes, Wendy Pinson, Minel Hider Tobertga, Amy Velez, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Catherine White, Michelle Williams, Penni Zelinkoff. (Attachments: # 1 Appendix of Unreported Cases)(Sanford, David) Modified on 11/16/2010 (KA). (Entered: 11/15/2010)
312 CERTIFICATE OF SERVICE. Document filed by Kelly Corbett, Marta Deyne, Joan Durkin, Jamie Holland, Lori Horton, Maryanne Jacoby, Karen Liggins, Simona Lopes, Wendy Pinson, Minel Hider Tobertga, Amy Velez, Roberta VonLintel, Holly Waters, Jennifer Waxman−Recht, Catherine White, Michelle Williams, Penni Zelinkoff. (Sanford, David) (Entered: 11/15/2010)
313 FINAL JUDGMENT AND ORDER OF APPROVAL OF CLASS ACTION SETTLEMENT AND DISMISSAL WITH PREJUDICE #10/2094 in favor of Amy Velez, Catherine White, Holly Waters, Jamie Holland, Jennifer Waxman−Recht, Joan Durkin, Karen Liggins, Kelly Corbett, Lori Horton, Marta Deyne, Maryanne Jacoby, Michelle Williams, Minel Hider Tobertga, Penni Zelinkoff, Roberta VonLintel, Simona Lopes, Wendy Pinson against Novartis Pharmaceutical Corporation in the amount of $ 152,500.00. The Class Action is hereby DISMISSED WITH PREJUDICE. (Signed by Judge Colleen McMahon on 11/30/10) (Attachments: # 1 Notice of Right to Appeal)(dt) (Entered: 11/30/2010)
314 DECISION APPROVING CLASS ACTION SETTLEMENT: The road to this Settlement was long, arduous, risky and expensive. The Settlement is, by all measures, excellent. For the reasons set forth in this opinion, the Court certifies the Settlement Class as final; approve the Settlement; awards the requested compensatory damages and service fees to the Named Plaintiffs, Testifying Witnesses and Class Member Deponents, and grants the application for attorneys' fees and expenses. I am also appointing The Hon. William B. Wetzel (ret.) as the Claims Adjudicator, and Dr. Neal A. Gelfand as the Court Monitor. Judgment is being entered simultaneously with the dissemination of this opinion (1) dismissing this action with prejudice; and (2) requiring that all materials marked as containing Confidential or Highly Confidential Information pursuant to the Protective Order entered in the Civil Action be returned to the producing party or destroyed. (Signed by Judge Colleen McMahon on 11/30/2010) (lnl) (Entered: 11/30/2010)
315 TRANSCRIPT of proceedings held on November 19, 2010 before Judge Colleen McMahon. (mro) (Entered: 12/01/2010)
316 ORDER APPROVING CERTAIN MODIFICATIONS TO CLAIMS ADMINISTRATION PROCESS AND SETTLEMENT PAYMENTS: It is hereby ordered that the Claims Administrator will provide to the parties within the deadline set forth in Settlement Agreement Paragraph 10.32 the list of settlement award recipients based on the current class member list, which includes some individuals who are not class members as defined in the Settlement Agreement. As soon as practicable thereafter, the parties will provide to the Claims Administrator agreed upon adjustments to the individual settlement awards that will ensure correct payments to all bona fide class members based on Part X of the Settlement Agreement ("Individual Monetary Payments to Settlement Class Members and Claims Process"). The Claims Administrator will distribute the adjusted amounts to the bona fide class members within the deadline set forth in Settlement Agreement Paragraph 10.33, as further set forth in this Order. (Signed by Judge Colleen McMahon on 4/8/2011) (jpo) (Entered: 04/08/2011)

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317 ORDER APPROVING FORMS OF NOTICE OF CLASS LIST ERROR AND ELIGIBILITY FOR SETTLEMENT, pursuant to the final decretal paragraph of the April 8, 2011 Order, that the forms of Notice are approved in all respects. (Signed by Judge Colleen McMahon on 5/23/2011) (lnl) (Entered: 05/23/2011)
318 ENDORSED LETTER addressed to TO ALL COUNSEL IN: Velez v. Novartis Pharmaceuticals Corp. 04 Civ. 9194(CM) from Judge Colleen McMahon dated 6/1/2011 re: Recent Letter from Class Member and another matters. ENDORSEMENT: I have considered the matter in light of this unforeseen development, but I can discern no basis to find someone new to perform the job to which he was appointed. However, I want you to think about whether this somehow disqualifies h1m for the position. Please let me know if I need to do anything on either of the above−mentioned issues. So Ordered. (Signed by Judge Colleen McMahon on 6/1/2011) (jfe) (Entered: 06/01/2011)
319 SEALED MATERIALS DISPOSED: Document(s) 70 and 71 were disposed since no party retrieved the material(s) within 30 days of the date indicated. The sealed record(s) were destroyed on 09/08/2011.(mps) (Entered: 09/08/2011)
320 SEALED MATERIALS DISPOSED: Document(s) 58 and 78 were disposed since no party retrieved the material(s) within 30 days of the date indicated. The sealed record(s) were destroyed on 09/14/2011.(mps) (Entered: 09/14/2011)
321 ENDORSED LETTER addressed to Judge Colleen McMahon from Katherine M. Kimpel dated 1/23/2012 re: In light of the above, Class Counsel respectfully requests that the Court extend the deadline for the Parties to submit the Compliance Report, and either a joint statement of agreement as to Novartis's compliance or a statement by Class Counsel identifying areas of Novartis's alleged non−compliance, to the Compliance Master, with a confidential courtesy copy to the Court, to February 27, 2012. ENDORSEMENT: OK (Signed by Judge Colleen McMahon on 1/24/2012) (djc) (Entered: 01/24/2012)
322 ENDORSED LETTER addressed to Judge Colleen McMahon from Katherine M. Kimpel dated 6/26/12 re: Counsel writes on behalf of the parties regarding a proposed modification to the handling of any remainder left over from the portion of the Settlement Fund dedicated to Compliance Monitor fees and costs as set forth in Settlement Agreement Paragraphs 7.43 and 9.6. The parties propose that any remainder should be first utilized to cover claims from class members who the parties agree were otherwise unable to collect their portion of the settlement due to no fault of their own. ENDORSEMENT: This is fine with me. The compliance monitor's informal (oral) report to me is excellent! Keep up the good work! (Signed by Judge Colleen McMahon on 6/27/2012) (mro) (Entered: 06/27/2012)
323 ENDORSED LETTER addressed to Judge Colleen McMahon from Katherine M. Kimpel dated 1/29/2013 re: counsel for Plaintiff writes that the Parties will provide the Court with a confidential courtesy copy of all materials provided to the Compliance Master, pursuant to SA Paragraph 7.44 and the Protective Order. However, due to unexpected delay arising from extenuating personal circumstances involving Ms. Kimpel's family, Class Counsel respectfully requests that the Court extend the deadline in the Settlement Agreement for the Parties joint submission to the Compliance Master by one−month, to February 27, 2013. ENDORSEMENT: Fine. (Signed by Judge Colleen McMahon on 1/30/2013) (pl) (Entered: 01/30/2013)
324 LETTER addressed to TO ALL COUNSEL IN: Amy Velez, et al., v. Novartis Corporation, et al., from Judge Colleen McMahon dated 9/23/2013 re: Dr. Gelfand. I have heard from Dr. Gelfand. He tells me that repeated efforts to get some information from you have resulted in no answers; he wants to know if he should give up preparing his second year's report and simply submit a bill. I would appreciate it if someone would get back to Dr. Gelfand with the information he seeks. I realize that you all have moved on, but you agreed to a three year monitoring procedure and no one has applied to end it prematurely, so I expect you to live up to your bargain. (rsh) (Entered: 09/23/2013)
325 ENDORSED LETTER addressed to Judge Colleen McMahon from Katherine M. Kimpel and Lindsay Timlin dated 1/29/2014 re: The parties jointly request a short extension of the deadline for submission to the Compliance Master until February

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04/02/2014 04/28/2014 04/29/2014

14, 2014. ENDORSEMENT: I am OK with whatever schedule you set. (Signed by Judge Colleen McMahon on 1/30/2014) (ft) (Entered: 01/30/2014)
326 LETTER addressed to All Counsel in Amy Velez, et al., v. Novartis Pharmaceutical Corporation, from Judge Colleen McMahon, dated 4/2/2014 re: Dr. Gelfand. Thanks for your work as compliance monitor, and congratulations to the parties and counsel for the professional way in which this matter has been handled since the settlement was reached... (ja) (Entered: 04/02/2014)
327 NOTICE of ("Notice Of Joint Motion To Conclude Monitoring Period And Programmatic Relief Obligations"). Document filed by Novartis Pharmaceutical Corporation. (Attachments: # 1 Exhibit A to Joint Notice of Motion, # 2 Exhibit B to Joint Notice of Motion, # 3 Text of Proposed Order)(McAtee, Darin) (Entered: 04/28/2014)
328 ORDER CONCLUDING MONITORING PERIOD AND PROGRAMMATIC RELIEF OBLIGATIONS: It is hereby ORDERED: The Court confirms that Novartis Pharmaceuticals Corporation's compliance with the programmatic relief terms of the Settlement Agreement is satisfactory to the Court; The Court terminates the programmatic relief monitoring period for the relief described in the Settlement Agreement; and The Court terminates Novartis Pharmaceuticals Corporation's obligations, including all reporting obligations to Class Counsel and the Compliance Master, with respect to the programmatic relief described in the Settlement Agreement. Congratulations to all parties on a job well done! (Signed by Judge Colleen McMahon on 4/29/2014) (ja) (Entered: 04/29/2014)