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 September 8, 2023, Order (ECF No. 474), the Initial Plaintiffs,1

the Additional Plaintiffs,2 Defendant / Third-Party Plaintiff Walgreen Co. (“Walgreens”) and 

Defendant Walgreens Boots Alliance, Inc. (together with Walgreens, “Defendants”), and ThirdParty Defendants Prime Therapeutics LLC (“Prime”) and OmedaRx, Inc. f/k/a Regence Rx, Inc. 

(“OmedaRx”), 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 March 30, 2023 (ECF No. 436), the parties are to substantially complete

document production by two (2) months after the resolution of Walgreens’ pending motion to 

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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compel (ECF No. 374),

3

and fact discovery (including oral discovery) is to be completed three (3)

months following that substantial completion deadline. 

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 March 30, 2023 (ECF No. 436), expert discovery is currently governed by 

the following deadlines:

• Opening expert reports are due five (5) weeks following the end of fact 

discovery;

• Rebuttal expert reports are due eight (8) weeks following opening expert 

reports;

• Expert discovery closes seven (7) weeks following rebuttal expert reports.

D. Proposed Pre-Trial Scheduling Order and Dispositive Motions

By order dated March 30, 2023 (ECF No. 436), the parties are to submit a proposed pretrial scheduling order, including deadlines for dispositive and pre-trial motions, one (1) week 

following the close of expert discovery.

3 The currently operative scheduling order sets the substantial completion deadline at two 

months after resolution of the last of two motions to compel that were pending when the scheduling 

order was entered. The Court granted the second of those two motions (ECF No. 407) on May 31, 

2023 (see ECF No. 453). The other motion remains pending before the Special Master appointed 

by the Court. (ECF No. 450.)

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II. The Progress of Discovery

A. Document Production and Written Interrogatories

As reported in previous Joint Status Reports, the parties are currently engaged in written 

discovery and continue to produce documents and respond to written discovery requests. The 

Initial Plaintiffs have produced 284,081 documents and 3,007,644 pages. Defendants have 

produced 249,695 documents and 1,744,029 pages. 

The parties have continued to engage 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. Most significantly, Walgreens filed a Motion to Compel Plaintiffs’ Document 

Discovery and Related Metrics on December 21, 2022, regarding material gaps in the Initial 

Plaintiffs’ document productions. (ECF No. 374). On May 2, 2023, the Court appointed Dr. 

Maura Grossman as Special Master, pursuant to Federal Rule of Civil Procedure 53, to assist the 

Court in resolving this motion. (ECF No. 450). Dr. Grossman filed her initial Order on 

Preliminary Diagnostic Protocol to Assess the Adequacy of Initial Plaintiffs’ Original and 

Supplemental Productions on July 21, 2023. (ECF No. 465).

As reported in prior Joint Status Reports, 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. The parties have met, conferred, and agreed on the general scope 

of those written responses and negotiated the Additional Plaintiffs’ search parameters for their 

custodial email review. To date, the Additional Plaintiffs have made four productions of 

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documents to Defendants, consisting of 3,824 documents and 44,773 pages. The Additional 

Plaintiffs continue to review documents for potential production in response to Defendants’ 

requests.

Prime has responded to the written discovery requests that Walgreens served starting on 

November 5, 2021, and Prime has produced certain documents, including documents that it 

previously produced in other U&C pricing litigation. To date, Prime’s four productions consist 

of 5,328 documents and 65,381 pages. Prime continues to review documents for potential 

production in response to Defendants’ requests.

OmedaRx has responded to the written discovery requests served on it by Defendants. 

OmedaRx has represented to Defendants that documents responsive to Walgreens’ Requests for 

Production of Documents to OmedaRx have previously been produced by the Cambia Plaintiffs. 

Defendants are evaluating that assertion. Defendants have also raised certain deficiencies in 

OmedaRx’s written responses with counsel to OmedaRx and the Initial Plaintiffs.

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

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

Additionally, Plaintiffs have indicated their intent to depose one additional Walgreens employee. 

To date, Walgreens has neither taken, nor requested, the depositions of any Plaintiff or 

Prime witness. As explained further below, Walgreens intends to take depositions only after 

witnesses’ documents have been produced to Walgreens.

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

of topic lists for corporate representative depositions. Defendants have served objections to the 

Initial Plaintiffs’ draft topic list. On September 8, 2023, Defendants provided the Additional 

Plaintiffs with (a) Defendants’ initial draft topics list for the Additional Plaintiffs’ corporate 

representative depositions, and (b) the Initial Plaintiffs’ preliminary draft topic list for Walgreens’ 

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corporate representative depositions and Walgreens’ objections to those topics. The Additional 

Plaintiffs indicated on October 3, 2023, that they would review those materials.

Prime intends to take depositions of current or former Walgreens employees.

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.

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• OptumRx, Inc.

• Walmart, Inc.

• 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

• DST Pharmacy Solutions, Inc. (f/k/a Argus Health Systems, Inc.)

• Express Scripts, Inc.

• MedImpact Healthcare Systems, Inc.

• OptumRx, Inc.

• Preferred Care Services, Inc.

• EPIC Pharmacy Network, Inc.

• Health Mart Atlas, LLC

• Wholesale Alliance, LLC

• Blue Cross and Blue Shield of Nebraska, Inc. 

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IV. The Status of Discovery Motions

As noted above, Defendants filed a Motion to Compel Plaintiffs’ Document Discovery 

and Related Metrics on December 21, 2022. (ECF No. 374). Plaintiffs filed their response in 

opposition on January 23, 2023. (ECF No. 400). Defendants filed their reply on February 9, 

2023. (ECF No. 414). On May 2, 2023, the Court appointed Dr. Maura Grossman as Special 

Master to decide Walgreens’ motion. The parties have met and exchanged several 

correspondences with Dr. Grossman regarding procedural and merits issues related to the motion 

to compel. The Special Master and the parties discussed potential resolutions of the motion

during a phone call on June 13, 2023. Following another phone call between the Special Master 

and the parties on September 29, 2023, the parties will be submitting proposed remediation steps 

in writing to the Special Master. The next call is scheduled for October 20, 2023. 

Additionally, Defendants filed a second Motion to Compel Plaintiffs’ Discovery on 

January 23, 2023. (ECF No. 407). The Court granted Walgreens’ motion in full on May 31, 

2023, ordering the Initial Plaintiffs to promptly provide the applicable discovery responses. (ECF 

No. 453). Certain Initial Plaintiffs served compelled responses to the discovery requests on July

28, August 4, and August 25, 2023. Counsel for Defendants is reviewing those responses for 

completeness. On September 8, 2023, Defendants filed a Motion for Attorneys’ Fees and 

Expenses (ECF No. 470, 472) to recover the costs associated with their successful motion to 

compel. On September 13, 2023, the Court ordered that objections to the motion for attorneys’ 

fees shall be filed by September 25, 2023. (ECF No. 473). On September 25, 2023, the Initial 

Plaintiffs filed a Memorandum in Opposition to Defendants’ Motion for Attorneys’ Fees and 

Expenses. (ECF No. 475). On September 29, 2023, Defendants moved for leave to file instanter 

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a Reply in Support of their Motion for Attorneys’ Fees and Expenses, (ECF No. 476), which the 

Court granted on October 3, 2023, (ECF No. 477). The motion for attorneys’ fees is pending. 

Defendants have asserted certain deficiencies in Prime’s discovery responses and 

anticipate the possibility of seeking relief from the Court, as appropriate, in the coming weeks. 

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

The parties do not anticipate the need for a hearing with the Court 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 November 13, 2023.

Case: 1:20-cv-01853 Document #: 478 Filed: 10/11/23 Page 9 of 12 PageID #:9845
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Dated: October 11, 2023 Respectfully submitted,

David L. Applegate (IL Bar# 3122573)

Brigid E. Kennedy (IL Bar # 6201446

WILLIAMS BARBER & MOREL LTD.

Suite 6800 Willis Tower

233 S. Wacker Drive

Chicago, Illinois 60606

Telephone: (312) 443-3200

Facsimile: (312) 630-8500

dla@williamsbarbermorel.com

bek@williamsbarbermorel.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/ Jeffrey J. Bushofsky

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

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175 West Jackson Blvd, Suite 950

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

Caitlinrose H. Fisher

Virginia R. McCalmont

225 South Sixth Street, Suite 1500

Minneapolis, MN 55402

(612) 474-3300

bgilbertson@forsgrenfisher.com

cfisher@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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CERTIFICATE OF SERVICE

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

certify that the foregoing Joint Status Report was electronically filed on October 11, 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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