IN THE UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION

BCBSM, INC., et al., 

Plaintiffs / Counter-Defendants, 

v. 

WALGREEN CO., et al., 

 Defendants / Counterclaimant. 

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Case No. 1:20-cv-01853

Honorable Virginia M. Kendall 

Honorable Sheila M. Finnegan 

Consolidated with: 

No. 1:20-cv-01929 

No. 1:20-cv-03332 

No. 1:20-cv-04738 

No. 1:20-cv-04940 

No. 1:22-cv-01362 

WALGREEN CO. & WALGREENS 

BOOTS ALLIANCE, INC.,

 Third-Party Plaintiffs, 

v. 

PRIME THERAPEUTICS LLC, & 

OMEDARX, INC.,

 Third-Party Defendants. 

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Defendants Walgreen Co.’s & Walgreens Boots Alliance, Inc.’s 

Motion for Leave to File Reply Memorandum and Kirk Declaration Under Seal

Pursuant to Local Rules 5.8 and 26.2, Defendants Walgreen Co. and Walgreens Boots 

Alliance, Inc. (together, “Walgreens”) respectfully move the Court for entry of an order permitting 

Defendants to file Defendants’ Reply in Support of Defendants’ Motion to Compel Plaintiffs’ 

Document Discovery and Related Metrics (the “Reply”) under seal. Defendants further move the 

court for entry of an order permitting it to file the Declaration of Shannon Capone Kirk (the 

“Declaration”) under seal.

Case: 1:20-cv-01853 Document #: 412 Filed: 02/09/23 Page 1 of 4 PageID #:8641
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In support of this motion, Defendants rely upon all pleadings and papers of record to date 

and further state:

1. When Plaintiffs filed their Opposition to Defendants’ Motion to Compel, they 

moved to file the Opposition brief, along with the Declaration of Cristhian Cabezas (“Cabezas 

Declaration”) under seal because they “cite[d] to and reveal[ed] [ ] information relating to 

Plaintiffs’ technology aided review (‘TAR’) project model metrics and work product.” Dkt. 403. 

The Court granted Plaintiffs’ motion to file their Opposition and the Cabezas Declaration under 

seal.

2. The Reply quotes and describes portions of the Opposition that the Court permitted 

Plaintiffs to file under seal.

3. To preserve the confidentiality of those portions of the Opposition until such time 

as a court may rule otherwise, Defendants seek leave to file the Reply with those quotations and 

descriptions under seal.

4. The Declaration extensively quotes from and describes portions of the Cabezas 

Declaration that the Court permitted Plaintiffs to file under seal.

5. To preserve the confidentiality of the Cabezas Declaration until such time as a court 

may rule otherwise, Defendants seek leave to file the Declaration in its entirety under seal.

6. In accordance with Local Rule 26.2(c), Defendants have simultaneously and 

provisionally filed an unredacted version of the Reply and the Declaration under seal. Defendants 

have also simultaneously filed a public-record version of the Reply with redactions. 

7. In compliance with the Court’s Sixth Amended General Order 20-0027, Defendants 

have not noticed this motion for presentment.

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8. Defendants’ request for leave to file under seal is made in the interest of justice and 

not for the purpose of delay or obstruction. 

9. Wherefore, Defendants respectfully request that the Court enter an Order: 

a. Granting Defendants leave to file the Reply under seal;

b. Granting Defendants leave to file the Declaration under seal; and

c. Granting such other and further relief as this Court deems just and proper. 

Dated: February 9, 2023 Respectfully submitted,

By: /s/ Jeffrey J. Bushofsky

Jeffrey J. Bushofsky

Laura G. Hoey

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 

Jeffrey.Bushofsky@ropesgray.com

Laura.Hoey@ropesgray.com 

Timothy.Farrell@ropesgray.com

Charles.Zagnoli@ropesgray.com

Attorneys for Defendant / Counterclaimant / 

Third-Party Plaintiff Walgreen Co. & Defendant / 

Third-Party Plaintiff Walgreens Boots Alliance, 

Inc.

Case: 1:20-cv-01853 Document #: 412 Filed: 02/09/23 Page 3 of 4 PageID #:8643
Certificate of Service

I, Charles D. Zagnoli, hereby certify that the foregoing document was electronically filed 

on February 9, 2023, and will be served electronically via the Court’s ECF Notice system upon all

registered counsel of record. 

 /s/ Charles D. Zagnoli 

Charles D. Zagnoli 

ROPES & GRAY LLP

191 N. Wacker Dr.

32nd Floor 

Chicago, IL 60606 

Telephone: (312) 845-1200 

Facsimile: (312) 845-5522 

Charles.Zagnoli@ropesgray.com 

Attorneys for Defendant / Counterclaimant / 

Third-Party Plaintiff Walgreen Co. & 

Defendant / Third-Party Plaintiff Walgreens 

Boots Alliance, Inc.

Case: 1:20-cv-01853 Document #: 412 Filed: 02/09/23 Page 4 of 4 PageID #:8644