IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION

BCBSM, INC., et al.,

 Plaintiffs, 

v. 

WALGREEN CO. & WALGREENS BOOTS 

ALLIANCE, INC., 

 Defendants.

Case No. 1:20-cv-01853

Honorable Virginia M. Kendall

Honorable Sheila M. Finnegan

Related Cases: 

Case No. 1:20-cv-04738

Case No. 1:20-cv-03332

Case No. 1:20-cv-01929

Case No. 1:20-cv-04940

Case No. 1:22-cv-01362

WALGREEN CO. & WALGREENS BOOTS 

ALLIANCE, INC.,

Third-Party Plaintiffs,

v.

PRIME THERAPEUTICS LLC & OMEDARX, INC.,

Third-Party Defendants.

JOINT STATUS REPORT

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Pursuant to the Court’s May 25, 2022, Order (ECF No. 276) stating that the parties shall 

provide joint status reports at 30-day intervals and the parties’ last Joint Status Report dated 

December 19, 2022 (ECF No. 372), the Initial Plaintiffs,1the Additional Plaintiffs,2

Defendant / Third-Party Plaintiff Walgreen Co. (“Walgreens”) and Defendant Walgreens Boots 

Alliance, Inc. (together with Walgreens, “Defendants”), and Third-Party Defendant Prime 

Therapeutics LLC (“Prime”), through their respective counsel, respectfully submit the following

Joint Status Report.

I. The Current Deadlines Imposed by the Court and Whether the Matter Has

Been Referred to the Magistrate Judge in Any Fashion

A. Deadline for the Close of Fact Discovery

By order dated September 15, 2022 (ECF No. 336), fact discovery is currently set to close 

on April 28, 2023. 

1 BCBSM, Inc. (d/b/a Blue Cross and Blue shield of Minnesota); HMO Minnesota (d/b/a Blue 

Plus); Health Options, Inc. (d/b/a Florida Blue HMO); Blue Cross and Blue Shield of North 

Carolina; Blue Cross Blue Shield of North Dakota; Blue Cross and Blue Shield of Florida, Inc. 

(d/b/a Florida Blue); Blue Cross and Blue Shield of Alabama; Blue Cross and Blue Shield of 

Kansas, Inc.; Blue Cross and Blue Shield of Massachusetts, Inc.; Blue Cross and Blue Shield of 

Massachusetts HMO Blue, Inc.; Wellmark, Inc. (d/b/a Wellmark Blue Cross and Blue Shield and 

d/b/a Wellmark Blue Cross and Blue Shield of Iowa); Wellmark of South Dakota, Inc. (d/b/a 

Wellmark Blue Cross and Blue Shield of South Dakota); Wellmark Health Plan of Iowa, Inc.; 

Wellmark Synergy Health, Inc.; Wellmark Value Health Plan, Inc.; Blue Cross and Blue Shield of 

Arizona, Inc. (d/b/a Blue Cross Blue Shield of Arizona and d/b/a AZBLUE); Asuris Northwest 

Health; Blue Cross and Blue Shield of Kansas City, Inc.; Cambia Health Solutions, Inc.; Regence 

BlueShield of Idaho, Inc.; Regence BlueCross BlueShield of Oregon; Regence BlueCross 

BlueShield of Utah; Regence BlueShield; HealthNow New York, Inc.; Highmark Western New 

York, Inc. (f/k/a Blue Cross of Western New York); Northeastern New York (f/k/a BlueShield of 

Northeastern New York); Horizon Healthcare Services, Inc. (d/b/a Horizon Blue Cross Blue Shield 

of New Jersey); and Horizon Healthcare of New Jersey, Inc. (d/b/a Horizon NJ Health).

2 CareFirst of Maryland, Inc.; Group Hospitalization and Medical Services, Inc.; CareFirst 

BlueChoice, Inc.; Blue Cross and Blue Shield of South Carolina; BlueChoice HealthPlan of South 

Carolina, Inc.; Louisiana Health Service & Indemnity Company, d/b/a/ Blue Cross and Blue Shield 

of Louisiana, and HMO Louisiana, Inc.

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B. Referral to Magistrate Judge

On April 11, 2022, the Court referred this case to Magistrate Judge Sheila Finnegan for 

general discovery supervision. (ECF No. 252.)

C. Expert Discovery

By order dated September 15, 2022 (ECF No. 336), expert discovery is currently governed 

by the following deadlines:

• June 9, 2023 – Opening expert reports due

• July 18, 2023 – Rebuttal expert reports due

• September 1, 2023 – Close of expert discovery

D. Proposed Pre-Trial Scheduling Order and Dispositive Motions

By order dated September 15, 2022 (ECF No. 336), the parties are to submit a proposed 

pre-trial scheduling order, including deadlines for dispositive and pre-trial motions, by September 

8, 2023.

On December 9, 2022, Third Party Defendant OmedaRx, Inc. f/k/a Regence Rx, Inc. 

(“OmedaRx”), filed a motion to dismiss the third-party complaint (ECF No. 370) that the Court 

granted Walgreens leave to file on August 23, 2022 (ECF No. 319). The motion to dismiss alleges 

that the Court lacks personal jurisdiction over OmedaRx and that Defendants failed to state a valid 

contribution claim. Walgreens filed its opposition brief on January 16, 2023, and OmedaRx’s 

reply is due by January 27. (See ECF No. 381.) Counsel to OmedaRx and the Initial Plaintiffs 

has indicated to Defendants’ counsel that OmedaRx will not respond to the discovery requests that 

Defendants served on OmedaRx on December 2, 2022, until the Court has resolved OmedaRx’s 

pending motion to dismiss. OmedaRx relies on the Court’s prior instruction to not move forward 

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with discovery during pending disputes over jurisdiction. (See November 18, 2022, Joint Status 

Report, ECF No. 357, at 4, quoting 7/16/20 Hrg. Tr. at 13:7-9, 14:16-18.) 

II. The Progress of Discovery

A. Document Production and Written Interrogatories

As reported in the November 18, 2022 Joint Status Report, the parties are currently 

engaged in written discovery and continue to produce documents and respond to written 

discovery requests. The parties have continued to engage in a largely productive dialogue 

regarding ongoing discovery obligations and have exchanged letters over the course of the past 

several months and weeks outlining concerns and expectations in this regard. There remain open 

disputes regarding the scope of certain written discovery, on which the parties continue to confer. 

Most significantly, Walgreens has filed a Motion to Compel Plaintiffs’ Document Discovery and 

Related Metrics regarding material gaps in the Initial Plaintiffs’ document productions. (ECF 

No. 374). Walgreens also expects to file a motion to compel regarding specific discovery requests 

on which it believes there remains an impasse.

As reported in the December 19, 2022 Joint Status Report, the Additional Plaintiffs and 

Defendants have each served written discovery requests. Defendants have provided the 

Additional Plaintiffs with the written and document discovery produced by Defendants before 

the Additional Plaintiffs joined the case and served written responses and objections to the 

Additional Plaintiffs’ document requests. The Additional Plaintiffs served Defendants written 

responses to Defendants’ discovery requests on January 17, 2023.

B. Depositions of the Parties and Their Former and Current Employees

Plaintiffs have taken depositions of one current and two former Walgreens employees. 

The deposition of an additional Walgreens employee is scheduled to take place on February 17, 

2023.

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The Initial Plaintiffs / Counter-Defendants and Defendants have exchanged initial drafts 

of topic lists for corporate representative depositions. The Additional Plaintiffs and Defendants 

intend to exchange initial drafts of topic lists in the coming weeks.

C. Parties’ Positions on Discovery Schedule

Initial Plaintiffs/Counter-Defendants’ Position. 

The Initial Plaintiffs incorporate by reference their comments in prior discovery status 

reports. The Initial Plaintiffs anticipate completing all discovery by the dates currently prescribed

in the schedule. Since the filing of the last Joint Status Report on December 18, 2022, the Initial 

Plaintiffs have produced 10,097 documents/141,411 pages, and the Initial Plaintiffs anticipate 

producing approximately 57,000 additional documents in the next two weeks. Initial Plaintiffs’ 

document review and production workflow remains continuous and ongoing.

The Initial Plaintiffs continue to dispute Defendants’ assertion regarding “material gaps in 

Plaintiffs’ document productions.” The Initial Plaintiffs also dispute that the parties will need an 

extension of the current discovery schedule.

Additional Plaintiffs’ Position. 

The Additional Plaintiffs incorporate by reference their comments in prior discovery status 

reports. Following the Court’s ruling on Defendants’ Motion to Dismiss (ECF No. 360), the parties 

are engaging in discovery. Thus far, both Defendants and Additional Plaintiffs have exchanged 

initial discovery requests, and responses, for both interrogatories and production of documents. 

The Additional Plaintiffs served their written responses and objections to Defendants’ 

requests yesterday, January 17, 2023, and anticipate that the parties will confer on these shortly. 

The Additional Plaintiffs have begun gathering responsive documents and anticipate that they will 

commence rolling document productions in the near future as the parties confer on the scope of 

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production and search terms. The Additional Plaintiffs are also pursuing completion of document 

productions by subpoenaed third-parties, as well as scheduling of third-party depositions.

Defendants’ Position. 

Defendants believe the parties will need an extension of the current discovery schedule, 

the length of which will depend on the timing and outcomes of pending motions and the various 

Plaintiffs’ timetables in completing their collection, search, and production of documents. First, 

Defendants filed their Motion to Compel Plaintiffs’ Document Discovery and Related Metrics on 

December 21, 2022. (ECF No. 374). As reported in the November 18 and December 19, 2022 

Joint Status Reports, Defendants discovered material gaps in the Initial Plaintiffs’ document 

productions and have raised concerns about those gaps’ implications for the Initial Plaintiffs’ 

broader search and review. Plaintiffs’ opposition to that motion is due by January 20, 2023, and 

Defendants’ reply is due by February 6, 2023. (ECF No. 385). Once Defendantsreceive Plaintiffs’ 

completed document productions (consistent with their current undertakings as well as the pending 

motion’s outcome), Defendants anticipate a significant number of depositions. Second, third-party 

defendant OmedaRx has indicated that it will not respond to Defendants’ discovery requests until 

its dismissal motion is resolved. When that motion is resolved, the parties will need to conduct 

discovery related to OmedaRx, either through Defendants’ pending discovery requests to 

OmedaRx and the Initial Plaintiffs or through a third-party subpoena. Finally, discovery from 

third-party defendant Prime and the Additional Plaintiffs is underway, but Prime and the 

Additional Plaintiffs have not yet begun to produce documents.

Third-Party Defendant, Prime’s Position.

Prime expects that motion and discovery progress within the next 30 days will help the 

parties and Court determine whether an amendment to the scheduling order is needed. Prime does 

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not presently seek a change to the scheduling order.

III. OtherThird-Party Discovery

The Initial Plaintiffs/Counter-Defendants have issued subpoenas to the following thirdparty entities:

• National Council of Prescription Drug Programs, Inc.

• Pharmaceutical Care Management Association

• Costco Wholesale Corporation

• The Kroger Co.

• Elixir Rx Solutions, LLC

• GoodRx Holdings, Inc.

• Klix, LLC d/b/a Easy Drug Card

• Towers Administrators LLC d/b/a SingleCare Administrators

• NeedyMeds, Inc.

• U.S. Pharmacy Card, LLC

• Discount Drug Network, LLC

• Texas Health and Human Services

• Oregon Health Authority

• Connecticut Department of Social Services

The Additional Plaintiffs have issued subpoenas to the following third-party entities: 

• Caremark, LLC

• Express Scripts, Inc.

• OptumRx, Inc.

• Walmart, Inc.

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• Target Corporation

• WAGDCO, LLC

• MedImpact Healthcare Systems, Inc.

• Envolve Pharmacy Solutions Pharmacy Solutions, Inc.

• Leehar Distributors, LLC

• Medical Security Card Company, LLC

Defendants / Counter-Plaintiff have issued subpoenas to the following third parties:

• Bretta Grinsteinner

• Blue Cross Blue Shield Association

• Caremark, LLC

• Express Scripts, Inc.

• MedImpact Healthcare Systems, Inc.

• OptumRx, Inc.

• Preferred Care Services, Inc.

• EPIC Pharmacy Network, Inc.

• Health Mart Atlas, LLC

• Wholesale Alliance, LLC

IV. The Status of Discovery Motions

Plaintiffs filed on October 21, 2022 a Motion to Compel (ECF No. 339) the production 

of certain documents clawed back by Defendants based on a claim of privilege or protection. The 

Court denied the motion on January 4, 2023. (ECF No. 385). 

As noted in Section 2(C) supra, Defendants filed a Motion to Compel Plaintiffs’ 

Document Discovery and Related Metrics on December 21, 2022. (ECF No. 374). Plaintiffs’ 

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response is due by January 20, 2023, and Defendants’ reply is due by February 6, 2023. (ECF 

No. 385).

Defendants expect that they will file in the near term an additional motion to compel 

related to other issues on which the parties have reached an impasse within the coming days. 

Reserving all rights to file additional discovery motions as they become necessary, particularly 

with respect to the Additional Plaintiffs’ and Prime’s ongoing discovery productions, Defendants 

submit that this additional motion to compel will encompass all issues on which the parties have 

reached an impasse as of the date of the motion’s filing. 

V. Whether the Parties Have Engaged or Are Engaging in Settlement Discussions

The parties have not engaged in settlement discussions.

VI. Whether the Parties Believe a Telephonic Hearing or In-Person Hearing Is

Necessary Within the Next 60 Days

Defendants request an in-person hearing on their Motion to Compel Plaintiffs’ Document 

Discovery and Related Metrics, following Defendant’s February 6, 2023 deadline to file a reply 

brief. Once Defendants file their forthcoming motion to compel the remaining issues with the 

Initial Plaintiffs’ discovery responses, Defendants anticipate a need for a hearing to resolve such 

motion.

The parties do not otherwise anticipate the need for a hearing within the next 60 days.

Pursuant to the Court’s May 25, 2022, Order (ECF No. 276), the parties shall continue to 

provide joint status reports at 30-day intervals. Subject to the Court’s approval, the parties will 

file the next status report by February 17, 2023.

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Dated: January 18, 2023 Respectfully submitted,

David L. Applegate (IL Bar# 3122573)

Brigid E. Kennedy (IL Bar # 6201446

WILLIAMS & JOHN LTD.

Suite 6800 Willis Tower233 S. Wacker Drive

Chicago, Illinois 60606

Telephone: (312) 443-3200

Facsimile: (312) 630-8500

dla@willjohnlaw.com

bek@willjohnlaw.com

By: /s/ Kelly H. Hibbert

Kent A. Gardiner (D.C. Bar No. 432081)*

Stephen J. McBrady (D.C. Bar No. 978847)*

Kelly H. Hibbert (D.C. Bar No. 1006010)*

Justin D. Kingsolver (N.D. Ill. Bar No.

6320926)

CROWELL & MORING LLP

1001 Pennsylvania Ave. NW

Washington, D.C. 20004

Telephone: (202) 624-2500

Facsimile: (202) 628-5116

KGardiner@crowell.com

SMcBrady@crowell.com

KHibbert@crowell.com

JKingsolver@crowell.com

* Admitted pro hac vice

Attorneys for Initial Plaintiffs & Third-Party 

Defendant OmedaRx, Inc.

By: /s/ Timothy R. Farrell

Laura G. Hoey

Jeffrey J. Bushofsky

Timothy R. Farrell

Charles D. Zagnoli

ROPES & GRAY LLP

191 N. Wacker Drive

32nd Floor

Chicago, IL 60606

Telephone: (312) 845-1200

Facsimile: (312) 845-5522

Laura.Hoey@ropesgray.com

Jeffrey.Bushofsky@ropesgray.com

Timothy.Farrell@ropesgray.com

Charles.Zagnoli@ropesgray.com

Attorneys for Defendants / Third-Party 

Plaintiffs Walgreen Co. & Walgreens Boots 

Alliance Inc.

By: /s/ Robert B. Gilmore

Robert B. Gilmore (admitted pro hac vice)

Michael A. Petrino (pro hac vice forthcoming)

Kevin J. Attridge (pro hac vice forthcoming)

Susie Kim (pro hac vice forthcoming)

Megan Benevento (pro hac vice forthcoming)

STEIN MITCHELL BEATO & MISSNER

LLP

901 15th Street, N.W., Suite 700

Washington, D.C. 20005

Tel: (202) 737-7777

Fax: (202) 296-8312

rgilmore@steinmitchell.com

mpetrino@steinmitchell.com

kattridge@steinmitchell.com

skim@steinmitchell.com

mbenevento@steinmitchell.com

Samera Syeda Ludwig

L&G LAW GROUP LLP

175 West Jackson Blvd, Suite 950

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Chicago, Illinois 60604

Tel: (312) 364-2500

Fax: (312) 364-1003

sludwig@lgcounsel.com

Attorneys for the Additional Plaintiffs

Forsgren Fisher McCalmont DeMarea 

Tysver LLP

Robert J. Gilbertson

Virginia R. McCalmont

225 South Sixth Street, Suite 1500

Minneapolis, MN 55402

(612) 474-3300

bgilbertson@forsgrenfisher.com

vmccalmont@forsgrenfisher.com

By: /s/ Robert J. Gilbertson

SALVATORE PRESCOTT PORTER & 

PORTER, PLLC

Andrew C. Porter

Andrea L. Evans

1010 Davis Street

Evanston, IL 60201

(312) 283-5711

aporter@sppplaw.com

evans@sppplaw.com

Attorneys for Third-Party Defendant Prime 

Therapeutics LLC

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DCACTIVE-71069938.1

CERTIFICATE OF SERVICE

I, Charles D. Zagnoli, an attorney authorized to practice before this Court, hereby 

certify that the foregoing Join Status Report was electronically filed on January 18, 2023, and 

will be served electronically via the Court’s ECF Notice system upon the registered parties 

and counsel of record.

/s/ Charles D. Zagnoli

Charles D. Zagnoli

ROPES & GRAY LLP

191 N. Wacker Drive

32nd Floor

Chicago, IL 60606

Telephone: (312) 845-1200

Facsimile: (312) 845-5522

Charles.Zagnoli@ropesgray.com

Attorney for Defendants / Third-Party 

Plaintiffs Walgreen Co. & Walgreens Boots 

Alliance Inc.

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