UNITED STATES DISTRICT COURT 

FOR THE NORTHERN DISTRICT OF ILLINOIS 

731 PHARMACY CORP. d/b/a IVAN 

PHARMACY, 

 Plaintiff, 

 v. 

SURESCRIPTS, LLC, 

 Defendant. 

 

Civil Action No. 

Class Action Complaint 

Jury Trial Demanded 

Plaintiff 731 Pharmacy Corp. d/b/a Ivan Pharmacy (“Ivan Pharmacy” or “Plaintiff”), on 

behalf of itself and all others similarly situated, files this complaint against Surescripts, LLC 

(“Surescripts”) for violations of federal antitrust laws and state antitrust, consumer protection, 

and common laws. The allegations herein are based on Plaintiff’s personal knowledge as to its 

own acts and on information and belief as to all other matters, such information and belief 

having been informed by the investigation conducted by and under the supervision of its counsel. 

I. NATURE OF THE CASE 

1. Surescripts, a health information technology firm, is involved in the electronic 

prescription—or e-prescription—industry in which it has engaged in a long-running 

anticompetitive scheme to maintain its monopolies over two markets: (1) electronic prescription 

routing (“routing”) and (2) prescription eligibility analysis (“eligibility”), together referred to as

“e-prescribing.” Routing is the transmission of prescription and prescription-related information 

from a prescriber (physician)—via the prescriber’s electronic health record (“EHR”) system—to 

a pharmacy. Eligibility is the transmission of a patient’s formulary and benefit information from 

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a payer—usually the patient’s pharmacy benefit manager (“PBM”)—to a prescriber’s EHR 

system. 

2. In 2009, Surescripts had monopolies over routing and eligibility. And because 

both of these markets were poised to experience explosive growth due to federal incentives for eprescribing, Surescripts feared that other health information technology companies could 

threaten its dominant positions. To neutralize these competitive threats, Surescripts took a series 

of anticompetitive actions to protect and maintain its monopolies. 

3. Surescripts’s conduct took multiple forms—locking pharmacies into onerous 

contractual terms, threatening would-be competitors, and entering into blatantly anticompetitive 

agreements with would-be competitors. 

4. First, Surescripts changed its pricing policies to require long-term exclusivity 

from nearly all of its routing and eligibility customers. Surescripts designed its new pricing to 

ensure that its customers would pay a higher price on all of Surescripts’s transactions unless they 

were “loyal” to Surescripts, i.e., used Surescripts exclusively. With its 95%-plus share in both 

markets, Surescripts knew that no competitor could ever offer customers enough savings to 

compensate customers for the skyrocketing costs the customers would face by paying 

Surescripts’s higher “non-loyal” price on their remaining Surescripts transactions. Surescripts’s 

web of loyalty contracts prevented competitors from attaining the critical mass necessary to be a 

viable competitor in either routing or eligibility. Those effectively exclusive contracts foreclosed 

at least 70% of each market, eliminating multiple competitive attempts from other companies 

that offered lower prices and greater innovation. Demonstrating Surescripts’s deliberate 

foreclosure campaign, one Surescripts vice president gloated about how Surescripts’s loyalty 

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contracts scheme excluded a competitor, Emdeon Inc. (now known as Change Healthcare): 

“It[’]s nice when a plan comes together.”1

5. Second, Surescripts has engaged in a long-running campaign of threats and other 

non-merits-based competition to ensure that no other competitor could get a toehold in either 

market. As one example, when Allscripts Healthcare Solutions, Inc. (“Allscripts”), a large EHR 

system provider that was a customer of Surescripts, attempted to enter into a non-exclusive 

agreement with Surescripts in 2014 so that Allscripts could instead contract with Emdeon, 

Surescripts launched a series of threats—what senior Surescripts executives called their “nuclear 

missiles.” In addition to monetary penalties, the threats included (1) barring Allscripts from 

using eligibility information obtained from Surescripts’s network for Allscripts’s electronic prior 

authorization transactions; (2) cutting Allscripts off from Surescripts’s pharmacy directory; and 

(3) severing Allscripts’s access to a separate service called medication history. These threats 

were intended to secure Allscripts’s continued exclusive use of Surescripts and quash the threat 

from Emdeon. 

6. Third, Surescripts eliminated the competitive risk posed by RelayHealth Corp. 

(“RelayHealth”), a subsidiary of McKesson Corporation, in routing. Surescripts feared that 

RelayHealth—with its extensive connections to many of the same customers Surescripts wanted 

to lock up via its loyalty scheme—had a “natural ability to capture 15-20% of transaction 

volume.”2

 Surescripts understood that competition from RelayHealth would have “dropped the 

price [for routing] down to 2 or 3 cents at any time.”3 At the time, Surescripts’s net price to 

1

 Redacted Complaint at ¶4, FTC v. Surescripts, LLC, No. 1:19-cv-01080, (D.D.C. May 3, 

2019) (ECF 26). 

2

Id. at ¶5. 

3

Id.

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customers was approximately 10 times higher. To eliminate this competitive risk, in 2010, 

Surescripts entered into an agreement with RelayHealth that prohibited RelayHealth from 

competing in the routing market for six years. Although this agreement facially preserved the 

existing “value-added reseller” relationship between the two companies, Surescripts executives 

have repeatedly stated that, from Surescripts’s perspective, the sole benefit of that ongoing 

relationship is that it sidelines RelayHealth as a competitor.4

 Although the formal non-compete is 

no longer in the agreement, strict contract provisions continue to prevent RelayHealth from 

competing against Surescripts in routing, ensuring that the routing market suffers from the 

effects of that non-compete today. 

7. Surescripts’s multifaceted anticompetitive scheme has been remarkably 

successful. Despite a massive increase in e-prescribing over the past decade, Surescripts has 

prevented any meaningful competition, maintaining at least a 95% share (by transaction volume) 

in both the routing and eligibility markets. Pharmacies, such as Plaintiff and members of the 

classes (defined below), have no commercially reasonable alternative to Surescripts for these “eprescribing” services. As a result, Surescripts has been able to charge pharmacies unlawful, 

supracompetitive prices for over ten years. 

8. All of this conduct did not go unnoticed by the federal government. On April 17, 

2019, after an extensive investigation, the Federal Trade Commission (“FTC”) filed a complaint 

in the United States District Court for the District of Columbia against Surescripts for engaging 

in anticompetitive conduct to maintain its monopoly for e-prescribing services. The FTC 

complaint, and the conduct at issue in this complaint, was first revealed publicly on April 24, 

4

Id.

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2019 when FTC’s complaint against Surescripts was unsealed. On January 17, 2020, the court 

denied Surescripts’s motion to dismiss FTC’s complaint. 

9. As a result of Surescripts’s anticompetitive conduct, Plaintiff and class members 

have been injured in their business and property during the Class Period (defined below), and 

their injury is continuing. Plaintiff seeks injunctive relief, treble damages, and/or related relief 

under federal antitrust laws and state antitrust, consumer protection, and common laws.

II. JURISDICTION AND VENUE 

10. The Court has subject matter jurisdiction under 28 U.S.C. §§ 1331, 1337(a) and 

15 U.S.C. § 15. This action alleges violations of sections 1 and 2 of the Sherman Act, 15 U.S.C. 

§§ 1 & 2, and seeks injunctive relief. Those violations are actionable under section 16 of the 

Clayton Act, 15 U.S.C. § 26. The Court also has subject matter jurisdiction under 28 U.S.C. 

§§ 1332(d) and 1367. 

11. Venue is proper in this District pursuant to 15 U.S.C. §§ 15(a) & 22 and 

28 U.S.C. §§ 1391(b), (c), and (d). During the class period (January 1, 2010 to the present), 

Surescripts has transacted business, been found, or had agents in this District. 

12. The Court has personal jurisdiction over Surescripts. Surescripts has transacted 

business, maintained substantial contacts, and/or committed overt acts in furtherance of the 

illegal scheme throughout the United States, including in this District. The scheme has been 

directed at, and has had the intended effect of, causing injury to persons residing in, located in, or

doing business throughout the United States, including in this District. Surescripts’s conduct, as 

described in this Complaint, was within the flow of, was intended to, and did have a substantial 

effect on, the interstate commerce of the United States, including in this District. 

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III. THE PARTIES 

13. Plaintiff Ivan Pharmacy is a New York corporation with its principal place of 

business at 691 Columbus Ave, New York, NY 10025. Ivan Pharmacy indirectly paid 

Surescripts for e-prescription routing charges through its vendor Micro Merchants Systems. 

14. Defendant Surescripts is a Delaware limited liability company with its principal 

place of business at 2800 Crystal Drive, Arlington, Virginia 22202. Except where otherwise 

specified, “Surescripts” refers to Surescripts, LLC and all corporate predecessors, subsidiaries, 

successors, and affiliates. 

IV. BACKGROUND 

A. Electronic prescribing consists of two transactions. 

15. E-prescribing is the electronic transmission of prescription or prescription-related 

information between a prescriber (through the prescriber’s EHR system), a pharmacy, and a 

payer (usually a PBM), either directly or through an intermediary. 

16. E-prescribing developed as a safer, more accurate, efficient, and lower-cost means 

for prescribers (via their EHR systems), pharmacies, and PBMs to communicate and process 

patient prescriptions. The benefits of e-prescribing include fewer errors due to poor handwriting 

(an EHR is just the electronic version of a patient’s medical chart), greater awareness of potential 

adverse drug interactions, more effective communication of a patient’s insurance coverage and 

generic alternatives, and increased adherence (the likelihood that a patient will pick up a 

prescription at a pharmacy after leaving the prescriber’s office). 

17. The core e-prescribing services are routing and eligibility. Although these two 

services are usually provided to prescribers together in the same workflow, each serves a 

separate purpose, delivers different information, and involves different customers. 

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18. Routing is the transmission of prescription and prescription-related information 

between the prescriber’s (physician’s) EHR system and a pharmacy, including the transmission 

by a pharmacy to a prescriber’s EHR system of a prescription refill request. 

19. Eligibility is the transmission of a patient’s formulary and benefit information 

from a PBM to a prescriber’s EHR system prior to the patient’s appointment. This information 

allows a prescriber to know, for example, which drugs are covered by the patient’s drug benefit 

plan, the location of covered drugs on a patient’s health insurance company’s formulary, and 

what copay (if any) a patient will have to pay to obtain a prescribed drug. Eligibility also informs 

the prescriber of lower-cost alternatives, such as generic drugs. 

20. The following diagram5

 provides an illustration of the various participants in the 

e-prescribing process: 

5

 The diagram is based on information and a schematic published by U.S. Department of 

Health and Human Services. See HRSA, “How does e-prescribing work,” available at 

https://web.archive.org/web/20120916052518/http://www.hrsa.gov/healthit/toolbox/HealthITAd

optiontoolbox/ElectronicPrescribing/epreswork.html 

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21. The key role that Surescripts plays, as described in more detail below, underlies 

the entire diagram: Surescripts provides the network that connects prescribers, EHR systems, 

pharmacies, and PBMs to one another. 

22. Each of the routing and eligibility transactions is governed by its own industrywide standard created by the National Council for Prescription Drug Programs (“NCPDP”). 

There is no patent or other intellectual property protection for either the routing or the eligibility

transactions. 

B. Routing and eligibility: a “chicken-and-egg problem.” 

23. Providing routing requires building a network (or platform) that links a 

prescriber’s EHR system to pharmacies. Providing eligibility requires building a network (or 

platform) linking a prescriber’s EHR system to PBMs. Surescripts provides both networks. 

Platforms with two sides, such as these, experience what economists refer to as “indirect network 

Pharmacy 

Benefit 

Manager 

Pharmacy

Prescriber 

EHR System 

Maintains patient 

index; transmits 

inquiries to patient’s 

PBM 

Maintains 

pharmacy index; 

routes prescriptions 

to desired location

Patient 

Information 

Inquiry 

Prescription 

Fill 

Information 

Prescription

Eligibility (patient’s 

formulary & benefit 

information)

Patient 

Prescription 

Eligibility, 

Formulary 

Medication 

History/ Fill 

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effects,” meaning that the value to participants on one side increases when there are more 

participants on the other side. 

24. Both routing and eligibility have significant indirect network effects. For routing, 

pharmacies get more value from a network used by more EHR system providers because there 

are more prescribers (physicians) who can send patients to those pharmacies to purchase the 

patients’ prescribed drugs. And EHR system providers get more value from a network that 

connects to more pharmacies because prescribers can send prescriptions to more pharmacies, 

which increases the likelihood that patients will be able to use their preferred pharmacy. 

25. Similarly, for eligibility, PBMs get more value from a network used by more 

EHR system providers, as the increased distribution of a PBM’s formulary and benefit 

information helps more physicians prescribe on-formulary drugs and thereby saves PBMs more 

money. And EHR system providers get more value from a network that connects to more PBMs 

because EHR system providers are able to obtain more complete insurance benefit information, 

such as for those patients who have multiple insurers. 

26. Another feature of many two-sided networks is that customers on one side of the 

network will not join the network unless they are confident that they will be able to access 

enough customers on the other side and thereby derive enough value from using the network. 

Neither side will join unless they believe the other side will. This gives rise to what economists 

refer to as the “chicken-and-egg problem.” Solving this coordination problem is key to 

developing a viable platform. 

27. Routing and eligibility both face the chicken-and-egg problem. For routing, a 

network is unlikely to persuade an EHR system provider to join the network, and incur the costs 

associated with connecting, unless the provider believes that it will be able to access a substantial 

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number of pharmacies on that network. And a routing network is unlikely to convince a 

pharmacy to join the network, and incur the costs associated with connecting, unless the 

pharmacy believes that it will be able to access a substantial number of EHR system providers 

participating in that network. 

28. For eligibility, a network is unlikely to persuade an EHR system provider to join 

the network, and incur the costs associated with connecting, unless the EHR system provider 

believes that it will be able to access a substantial number of PBMs on that network. And an 

eligibility network is unlikely to convince a PBM to join the network, and incur the costs 

associated with connecting, unless the PBM believes that it will be able to access a substantial 

number of EHR system providers participating in that network. 

29. Creating viable routing and eligibility networks requires solving the chicken-andegg problem and providing sufficient value to both sides of these platforms. Economists 

recognize that to solve the chicken-and-egg problem, networks must get a “critical mass” of 

customers on both sides to sign up. If a network cannot get a critical mass on both sides, then it is 

unlikely to be able to operate a viable platform. 

30. In submissions to the FTC, Surescripts has acknowledged that the chicken-andegg problem exists as a barrier to entry in each of the markets for routing and eligibility. 

31. For a new platform, there should be two ways to achieve critical mass: (1) by 

getting customers who have not signed on to any platform or (2) by getting customers that use an 

existing platform. Because nearly all routing and eligibility customers use Surescripts’s platform, 

would-be competitors generally must compete for customers already using Surescripts’s routing 

and eligibility platforms. And because customers often prefer to avoid the cost and risk of a 

complete switch to an entrant, the entrant is most likely to win business through convincing 

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customers to use both its and Surescripts’s platforms. Economists refer to the use of more than 

one platform simultaneously as “multihoming.” Customers want to multihome because it 

encourages price competition and innovation in e-prescribing, and a small handful do multihome. 

32. As alleged below, Surescripts intentionally set out to substantially increase all 

routing and eligibility customers’ costs to multihome, significantly elevating the critical mass a 

Surescripts competitor would need to become a viable network in either routing or eligibility. 

Absent Surescripts’s conduct, entrants in routing and/or eligibility would have used multihoming 

to overcome the chicken-and-egg entry barrier through normal, market-based competition. 

C. Due to federal policies and incentives, the e-prescribing industry has 

experienced extraordinary growth. 

33. In 2008, there had been limited adoption of e-prescribing by prescribers. Congress 

thus acted twice to encourage expansion of e-prescribing given its many benefits. 

34. First, on July 15, 2008, Congress passed the Medicare Improvements for Patients 

and Providers Act (“MIPPA”). MIPPA, through regulations implemented by the Centers for 

Medicare and Medicaid Services (“CMS”), adopted a carrot-and-stick approach to encourage 

prescribers to e-prescribe. As the carrot, MIPPA provided financial incentives to prescribers that 

were equivalent to reimbursement bonuses based on each prescriber’s total charges for 

professional services to Medicare and Medicaid. As the stick, MIPPA established penalties in the 

form of reduced Medicare and Medicaid reimbursements to prescribers if a prescriber was not a 

“successful electronic prescriber.”6

 To be considered a successful electronic prescriber under 

MIPPA, a prescriber must use an EHR system that, among other things, allows the prescriber to 

6

 MIPPA §132, 42 U.S.C. § 1395w-4 (2012). 

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obtain eligibility information and “electronically transmit prescriptions” for a specified fraction 

of total prescriptions. 

35. Second, on February 17, 2009, Congress passed the Health Information 

Technology for Economic and Clinical Health Act (“HITECH Act”), which further expanded the 

regulatory regime CMS implemented to grow e-prescribing. The HITECH Act encourages the 

“meaningful use” of EHR system providers throughout the United States. It does so by 

authorizing carrot-and-stick financial incentives and payment reductions to prescribers 

depending on whether they “meaningfully used” EHR technology. Through today, CMS has paid 

out over $38 billion in meaningful use financial incentives, which does not account for the effect 

of the potential penalties. 

36. One meaningful use objective is the ability to “[g]enerate and transmit . . . 

prescriptions electronically.”7

 To prescribe electronically—and thus obtain the financial 

incentives and later avoid penalties described above—prescribers (via their EHR systems) need 

to connect to pharmacies and PBMs. 

37. From 2008 to 2016, the number of routing and eligibility transactions grew over 

23-fold, from 147 million to 3.5 billion, and the percentage of U.S. physicians e-prescribing 

grew to nearly 70%. In 2017, 77% of all prescriptions were delivered electronically. 

38. This growth was primarily driven by MIPPA and the HITECH Act. As 

Surescripts noted in 2014, “We believe the dramatic growth in adoption and use [of eprescribing] is a function of the combined forces of federal financial incentives and an aggressive 

7

See CMS, “Medicare & Medicaid EHR Incentive Program: Meaningful Use Stage 1 

Requirements Overview” (2010), available at https://www.cms.gov/Regulations-andGuidance/Legislation/EHRIncentivePrograms/downloads/MU_Stage1_ReqOverview.pdf.

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response by the technology sector.”8

 In testimony quoted in FTC’s complaint, Surescripts’s 

former CEO Harry Totonis said that “meaningful use totally helped e-prescribing happen.”9

D. Surescripts’s formation and growth. 

39. Surescripts, LLC was formed on May 9, 2008, through a merger of two 

companies: RxHub LLC (“RxHub”) and SureScripts Systems, Inc. (“SureScripts Systems”). 

RxHub was the first major eligibility network. It was founded in 2001 by three large PBMs, CVS 

Caremark Corp. (“CVS”), Express Scripts, Inc. (“Express Scripts”), and Medco Health 

Solutions, Inc. SureScripts System was formed six months later by two pharmacy trade groups, 

the National Association of Chain Drug Stores (“NACDS”) and the National Community 

Pharmacists Association (“NCPA”). SureScripts Systems primarily focused on routing. 

40. As a result of the merger, Surescripts possessed at least 95% of the routing market 

(by transaction volume) and at least 95% of the eligibility market (by transaction volume). 

41. Surescripts is currently owned by CVS (17%), Express Scripts (33%), NACDS 

(25%), and NCPA (25%). 

42. Surescripts provides connections between EHR system providers, pharmacies, 

and PBMs for routing and eligibility. 

43. Surescripts charges pharmacies a fee for each routing transaction. Surescripts 

issues those charges either directly or, as in the case of Plaintiff, indirectly via a reseller or other 

third-party intermediary, such as a pharmacy technology vendor (“PTV”). Here, Surescripts 

charges Plaintiff indirectly through its PTV, Micro Merchant Systems. 

44. Surescripts charges PBMs a fee for each eligibility transaction. 

8

 Redacted Complaint at ¶39, FTC v. Surescripts, LLC, No. 1:19-cv-01080, (D.D.C. May 3, 

2019) (ECF 26). 

9

Id.

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45. Surescripts pays EHR system providers a fee for each routing and eligibility 

transaction, but only if the EHR system provider uses Surescripts exclusively. The industry 

commonly refers to these disbursements as “incentive payments.” 

46. Surescripts follows the NCPDP standards for routing and eligibility transactions. 

47. Surescripts creates and manages its own certification processes for its network, 

which means that customers (i.e., EHR system providers, pharmacies, PBMs, and intermediaries) 

must obtain certification from Surescripts and sign a contract before they can use Surescripts’s 

network. 

V. ANTICOMPETITIVE CONDUCT 

48. In 2009, Surescripts, with its extensive connectivity to e-prescribing stakeholders, 

was well positioned to benefit from enormous growth in routing and eligibility, which was 

catalyzed by MIPPA, the HITECH Act, CMS regulations, and a broader movement towards 

computerizing health records. Surescripts foresaw a vast and untapped market. However, other 

companies saw the same potential. 

49. Surescripts faced substantial competitive threats to its routing and eligibility 

monopolies and was concerned that competition would drive the “commoditization” of routing 

and eligibility, reduce prices for each, and “devastate” Surescripts’s cash flow.10

50. In late September 2009, Surescripts’s management explained to its board of 

directors that these “competitive pressures require precipitous price drops, down near or below 

our average unit costs (~5c)” and that, should Surescripts “lose 2-3 midsize pharmacy customers 

or a large PBM” to a competitor, “Surescripts would not be financially viable.”11

10 Id. at ¶56. 

11 Id. at ¶57. 

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51. To prevent lower prices from competition, Surescripts substantially raised nearly 

all its customers’ costs to multihome, rendering the chicken-and-egg problem unsurmountable 

for a competitor. The result has been the total exclusion of all meaningful competition in routing 

and eligibility, higher prices, reduced innovation, lower output, and no customer choice. 

A. Surescripts learns of an emerging threat to its monopolies. 

52. On July 1, 2009, a health information technology company called Emdeon (n/k/a 

eRx Network) acquired eRx Network, a competing routing network. Although eRx Network only 

transmitted approximately 5% of routing market transactions at that time, it was well-positioned 

for significant growth given its connectivity with Allscripts, a large EHR system provider, and 

PDX, a PTV providing routing connectivity that marketed primarily to medium-to-large sized 

retail pharmacy chains. 

53. Surescripts recognized that competition from Emdeon would “drive lower 

prices.”12

54. On July 22, 2009, Surescripts’s Chief Strategy Officer, Scott Barclay, explained 

that with “lower prices and further capabilities, the new Emdeon could significantly compete” 

with Surescripts.13

55. If Emdeon could provide lower prices to pharmacies, higher incentives to EHR 

system providers, or both, Emdeon could attract enough customers to its routing network and 

solve the chicken-and-egg problem. Surescripts understood that if additional customers were to 

multihome with Emdeon, “[t]hen it becomes a price game at pharmacy and an incentive game at 

12 Id. at ¶60. 

13 Id. at ¶61. 

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the POC [point of care, i.e., prescribers/EHR system providers]. . . . [E]ach network fights for 

itself and the market share game becomes paramount quickly.”14

56. Surescripts thus acted to eliminate the outbreak of competition—an outcome 

where one set of customers (pharmacies and PBMs) would pay lower prices, another set of 

customers (EHR system providers) would receive higher incentive payments—so that it did not 

lose its supracompetitive profits. 

B. Surescripts responds to competition by devising and implementing an 

anticompetitive web of exclusive contracts. 

57. In response to the threat from Emdeon and other competitors, Surescripts, with its 

95%-plus established share in both markets, sought to eliminate all competition by significantly 

raising its customers’ costs to multihome, thereby dramatically increasing the critical mass 

necessary for a Surescripts competitor to become viable. Surescripts did so by blanketing the 

markets for routing and eligibility with loyalty pricing and exclusivity contracts. 

58. Beginning in mid-2009, Surescripts devised a scheme to include “loyalty” 

provisions in contracts with customers on both sides of the routing and eligibility markets, which 

conditioned discounts or payments on actual or de facto exclusivity. Loyalty discounts apply to 

Surescripts’s pharmacy, PTV, and PBM, and EHR system provider customers. 

1. The structure of Surescripts’s pharmacy, PTV, and PBM contracts. 

59. For pharmacies and PTVs to receive a loyalty discount, a customer must be 

exclusive to Surescripts. To be considered exclusive, Surescripts requires that its pharmacy and 

PTV customers route 100% of their transactions “through and only through the Surescripts 

network.”15 This requirement only applies to Surescripts-connected entities, but because 

14 Id. at ¶62. 

15 Id. at ¶66. 

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Surescripts maintains connectivity to nearly all EHR systems, this provision effectively requires 

100% exclusivity from pharmacies and PTVs. Surescripts generally refers to these exclusive 

customers as “loyal” customers and those that are not exclusive as “non-loyal.” The same 

structure exists for PBMs in eligibility. 

60. Under these loyalty provisions, because pharmacies, PTVs, and PBMs must use 

Surescripts for all or nearly all of their transactions, becoming non-exclusive and losing the 

loyalty discounts results in a significant cost increase. Surescripts’s loyalty pricing scheme 

therefore substantially increases the cost of multihoming through a second network for nearly all 

pharmacies, PTVs, and PBMs. Notably, although the difference in the per-transaction price 

between a loyal and non-loyal transaction is often just a few pennies, many pharmacy chains and 

PBMs send millions of transactions across the Surescripts network, and a difference of a few 

pennies results in hundreds of thousands or even millions of dollars in cost increases. 

61. These non-loyal per-transaction prices (which are additional costs to customers) 

are not justified by any increased costs faced by Surescripts in transmitting routing or eligibility 

information. Rather they exist only to act both as penalties to those customers that may consider 

being non-loyal to Surescripts and as an exclusionary tactic against any competitor in routing or 

eligibility, thus reinforcing and maintaining Surescripts’s monopolies in routing and eligibility. 

62. In many contracts, Surescripts also requires customers to pay the price differential 

between the loyal and non-loyal price for historical transaction volume retroactive over the term 

of the contract. For many customers, these additional clawback obligations total millions of 

dollars and substantially strengthen the lock-up effect of the contracts. 

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63. Surescripts refers to these clawback provisions as the “teeth” of its loyalty 

contracts.16

64. A PTV customer contract quoted in FTC’s complaint provides an illustrative 

example of the “teeth” of Surescripts’s contracts: 

If, during the Loyalty Term, Aggregator . . . ceases to route all of 

its electronic Prescription Routing messages to Prescribing 

Participants through, and only through, the Surescripts network 

and fails to cure within the applicable cure period, then Surescripts 

shall immediately cease calculating the Loyalty Discount and 

Aggregator agrees to pay Surescripts the amount of the Loyalty 

Discount received by Aggregator during the Loyalty Term. 

65. Similarly, a PBM customer contract quoted in FTC’s complaint provides: 

If, during the Loyalty Term, PBM ceases to route all of its 

electronic Prescription History and Benefit (Ambulatory) messages 

to Participants through, and only through, the Surescripts network, 

then Surescripts shall immediately cease applying the Loyalty 

Eligibility Transaction Fee price and PBM agrees to pay 

Surescripts the difference in the amount of Transaction Fees PBM 

would incur had PBM paid the [non-loyal price] versus the [loyal 

price] as of the Amendment Effective Date. 

2. The structure of Surescripts’s EHR system provider contracts. 

66. Surescripts imposes the same loyalty scheme on companies that provide EHR 

systems, except in reverse by conditioning any incentive payments on an EHR system provider’s 

exclusivity to Surescripts for routing, eligibility, or both. 

67. Under the loyalty program as implemented for most EHR system providers, if an 

EHR system provider agrees to be exclusive only in routing, Surescripts pays that firm an 

incentive fee related to the routing fee paid by pharmacy customers to Surescripts for each 

routing transaction. If an EHR system provider agrees to be exclusive only in eligibility, 

Surescripts pays that firm an incentive fee related to the eligibility fee paid by PBM customers to 

16 Id. at ¶73. 

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Surescripts. If the EHR system provider agrees to be exclusive in both routing and eligibility, 

Surescripts pays that firm a higher incentive fee on both transactions. Nearly all EHR system 

providers participating in the loyalty program agree to exclusivity on both transactions. 

68. If an EHR system provider decides to multihome and use Surescripts for less than 

100% of its transactions, Surescripts terminates incentive fees to that firm. In other words, 

Surescripts raises the EHR system provider’s price by reducing the EHR system provider’s 

incentive fees to zero. As with the penalty price Surescripts charges non-loyal pharmacies, PTVs, 

and PBMs, there are no legitimate competitive reasons (e.g., increased costs) for Surescripts to 

raise its price to zero for non-loyal EHR system providers. 

69. As with its clawback provisions to pharmacies, PTVs, and PBMs, Surescripts also 

requires EHR system providers to pay back the incentive fees for historical transaction volume if 

the EHR system provider violates the exclusivity commitment. Some contracts require 

repayment on transactions over the full term of the contract. For example, Surescripts’s April 14, 

2010 contract with one EHR system provider quoted in FTC’s complaint states: 

If, during the Loyalty Term, Surescripts determines that 

Aggregator . . . has failed to comply with the loyalty requirements . 

. . Aggregator shall promptly pay back to Surescripts the amount of 

Incentive Fees paid by Surescripts to Aggregator during the 

Loyalty Term, and Aggregator shall no longer receive the 

Incentive Fees. 

3. Surescripts structured the contracts to lock up the routing and 

eligibility markets. 

70. Surescripts implemented loyalty pricing and exclusivity requirements to make the 

chicken-and-egg problem insurmountable for any competitor in either routing or eligibility (or 

both). Specifically, Surescripts’s loyalty program substantially raises its customers’ costs to 

multihome, significantly elevating the critical mass a competing platform would need to become 

viable, rendering the chicken-and-egg problem unsurmountable. As Surescripts explained in a 

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presentation to its board, the new loyalty strategy would “[p]rotect [Surescripts’s] most critical 

asset—[its] network—by addressing competitive market pressures and locking-in key 

customers.” 

71. Nearly all of Surescripts’s loyalty pricing and exclusive contracts in both routing 

and eligibility have an initial term of three years or more. With some larger customers, the terms 

are as long as five years. 

72. Surescripts prefers to employ long-term contracts because they enable Surescripts 

to lock up its customers, preventing them from using a competitor’s network. As Surescripts’s 

then-Vice President of Account Management explained in a February 2010 email to the 

company’s then-CEO, “[o]ur 3 year commitments keep[] our competition out of those 

customers.”17

73. Nearly all of Surescripts’s loyalty pricing and exclusive contracts in both routing 

and eligibility automatically renew for one year unless either party gives notice. 

74. In early 2010, as demand for routing and eligibility was growing and inviting 

entry, Surescripts began executing loyalty pricing with nearly all of its e-prescribing customers. 

Most of these contracts had an effective date retroactive back to January 1, 2010. 

C. Surescripts uses RelayHealth to extend the reach of its exclusive contracts 

and solidify its monopolies. 

75. While Surescripts was able to push its loyalty pricing and exclusive contracts onto 

its direct customers, Surescripts was only able to lock up customers with whom Surescripts had a 

direct contract. But Surescripts was also concerned about a large subset of customers that it did 

17 Id. at ¶85. 

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not have direct contracts with (and thus did not have exclusivity commitments from)—namely 

those customers that connected to Surescripts through RelayHealth. 

76. Since 2003, RelayHealth has contracted with Surescripts to resell routing services 

over the Surescripts network to a subset of pharmacy and PTVs. RelayHealth contracts with 

these pharmacies and PTVs, but Surescripts does not. RelayHealth also provided Surescripts’s 

routing connectivity to some EHR systems until 2015, although it no longer does except for 

those EHR systems associated with McKesson. 

77. Surescripts sells routing to RelayHealth at a “wholesale” rate on a transaction-bytransaction basis. RelayHealth then resells the transaction to a subset of pharmacies and PTVs at 

a higher “retail” rate. RelayHealth profits from the margin between the retail rate pharmacies and 

PTVs pay RelayHealth and the lower wholesale rate RelayHealth pays to Surescripts. All else 

equal, the lower Surescripts’s wholesale rate to RelayHealth, the higher RelayHealth’s margin. 

78. Through two contracts, one executed in 2010 and a second executed in 2015, 

Surescripts provided RelayHealth with contractual and monetary incentives to convince 

RelayHealth’s routing customers to be loyal to the Surescripts routing network. 

79. In the February 25, 2010 contract (“the 2010 contract”) between Surescripts and 

RelayHealth, RelayHealth was required to use “commercially reasonable efforts to offer terms to 

incent exclusive use of the Surescripts network” by pharmacies, PTVs, and EHR system 

providers and to assist Surescripts in clawing back any incentive fees from EHR system 

providers. 

80. Under the 2010 contract, if a RelayHealth customer maintained a certain level of 

exclusivity to Surescripts, Surescripts discounted its wholesale price to RelayHealth for that 

customer. Pursuant to the 2010 contract, RelayHealth entered into contracts with its pharmacies 

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and PTVs for routing through the Surescripts network. Nearly all of these contracts went beyond 

the Surescripts requirement and mandated that these customers use RelayHealth exclusively (i.e., 

for 100% of their required transactions). Because RelayHealth was exclusive to Surescripts, this 

provision resulted in nearly all of RelayHealth’s pharmacy and PTV customers routing all of 

their transactions through Surescripts. As an October 2012 RelayHealth presentation put it, 

RelayHealth’s strategy was to “[m]ove non-exclusive customers to exclusive wherever 

possible.”18

81. RelayHealth also provided Surescripts with feedback as to RelayHealth’s 

customers’ exclusivity status. For example, in 2012, Surescripts instructed RelayHealth to 

inquire into the loyalty status of a routing customer called Transaction Data Systems d/b/a Rx30 

(“Rx30”). RelayHealth did so and informed Surescripts that Rx30 was not loyal. 

82. Under the 2010 contract, RelayHealth also entered into contracts with EHR 

system providers for routing through the Surescripts network. These contracts were typically for 

a length of two years or more, contained express exclusivity requirements to RelayHealth, and 

provided incentive payments to EHR system providers only if they were 90-100% exclusive to 

the Surescripts network. Again, because Surescripts was the only routing network to which 

RelayHealth provided access, this provision resulted in nearly all of RelayHealth’s EHR system 

provider customers routing all of their transactions through Surescripts. For each exclusive 

routing transaction, Surescripts paid RelayHealth an incentive payment. RelayHealth then passed 

a portion of those incentives on to its EHR system provider customers but only if they met 

RelayHealth’s exclusivity requirements. 

18 Id. at ¶93. 

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83. RelayHealth’s contracts with its EHR system provider customers also required 

repayment of all incentive fees paid to the customer if the customer failed to comply with 

RelayHealth’s exclusivity requirement. 

84. In the next contract, signed on January 16, 2015 (“the 2015 contract”), Surescripts 

renewed its 2010 contract with RelayHealth with modifications. The contract provided 

RelayHealth with a higher wholesale discount for exclusive transactions; increased the loyalty 

threshold and, instead of determining loyalty on a customer-by-customer basis, determined 

loyalty on a platform-wide basis. 

85. As explained in more detail in Section V.F.3. below, the 2015 contract also 

required RelayHealth to transfer its connections with EHR system providers to Surescripts. 

RelayHealth therefore no longer provides routing connectivity to EHR system providers, except 

for EHR system providers associated with McKesson. 

86. Under the 2015 contract, RelayHealth has not changed its contracts with its enduser pharmacy and PTV customers to resell Surescripts’s routing connectivity. Thus, 

RelayHealth’s contracts for Surescripts’s routing network continue to require 100% exclusivity 

through today. 

D. Surescripts locks up a critical EHR system provider and engages in a 

campaign of threats to enforce its exclusivity provisions. 

87. While implementing this web of loyalty and exclusive contracts, Surescripts 

devoted special attention and resources to locking up a critical EHR system provider: Allscripts. 

In 2009, Allscripts represented approximately 25% of Surescripts’s routing and eligibility 

transactions, making it a significant customer for any e-prescribing network. Allscripts’s EHR 

technology relied on a centralized “hub” infrastructure for all of its customers, meaning that if 

Allscripts multihomed with an additional e-prescribing network, the added e-prescribing network 

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could quickly route e-prescriptions to and from Allscripts’s entire e-prescribing customer base. 

Allscripts’s exclusivity was critical to Surescripts for two reasons: (1) Allscripts was one of the 

few EHR system providers that was multihoming, using Emdeon as an alternative routing 

network to Surescripts, which made Emdeon a more viable threat to Surescripts; and (2) 

Allscripts had implemented a new business model in eligibility that cut out Surescripts as the 

middleman. 

88. First, Allscripts had contracted with Emdeon for routing since 2007. This 

connection allowed Allscripts to route prescriptions to Emdeon’s pharmacy customers without 

utilizing the Surescripts network. Emdeon paid Allscripts a routing transaction incentive fee that 

was higher than what Surescripts paid Allscripts. 

89. Surescripts recognized that Allscripts was crucial to Emdeon gaining scale in 

routing, overcoming the chicken-and-egg problem, and offering increased competition and lower 

prices. Access to Allscripts’s routing transaction volume (through its prescribers) made Emdeon 

more attractive to potential pharmacy customers. In a November 17, 2009 email, a senior 

Surescripts executive wrote that in order to prevent Emdeon from solving the chicken-and-egg 

problem, “[t]he key to Emdeon is Allscripts[] (i.e., the key to fighting eRx networks [Emdeon] is 

containing their access to POC [point of care, i.e., prescribers]).”19

90. Second, in September 2009, before Surescripts implemented its loyalty and 

exclusive contracts, Surescripts learned that Allscripts was transmitting eligibility requests 

around Surescripts’s network directly to a PBM called SXC Health Solutions. This practice of 

developing “direct connections” for eligibility with PBMs represented a different means for 

Allscripts to receive eligibility information from PBMs and, more broadly, a different model for 

19 Id. at ¶102. 

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e-prescribing, one that cut out Surescripts as a middleman. From Surescripts’s perspective, 

Allscripts’s development of direct connections to PBMs made Allscripts “a major competitor and 

our largest current risk” in eligibility. 

91. By May 2010, Allscripts sold or was attempting to sell direct connections to its 

prescriber network to at least six PBMs, often at prices below Surescripts’s. 

92. PBMs hoped their relationships with EHR system providers would create a more 

competitive, innovative market that would exert pressure on Surescripts to innovate. Many 

customers have complained that Surescripts’s eligibility transaction is “not a reliable process” 

because it provides only static, non-patient specific formulary information. 

93. Surescripts realized that Allscripts’s direct eligibility connections were “a longterm potential threat[] coming true.” 

1. Surescripts locks up Allscripts in 2010. 

94. Facing these threats, Surescripts implemented a “full combat strategy” to “lock up 

. . . Allscripts” through an exclusive contract with Allscripts, which Allscripts and Surescripts 

signed on May 31, 2010. 

95. As the preamble to that contract states, “the purpose of this [agreement] is to enter 

into a long term arrangement for [Allscripts] to utilize Surescripts exclusively” for both routing 

and eligibility. 

96. The 2010 contract had a term of four years and included several provisions 

tailored specifically to Allscripts to ensure exclusivity from Allscripts for both routing and 

eligibility. 

97. First, Surescripts required Allscripts to terminate its routing connection to the 

Emdeon network at the expiration of Allscripts’s contract with Emdeon in June 2013. Allscripts 

agreed to this requirement to avoid losing access to Surescripts’s network. Surescripts’s network 

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is a “must-have” for nearly all EHR system providers because their systems must connect to 

pharmacies and PBMs to e-prescribe. Allscripts terminated its relationship with Emdeon on June 

20, 2013. 

98. Second, Surescripts grandfathered in Allscripts’s current direct connections with 

PBMs but prohibited Allscripts from renewing its eligibility contracts with those PBMs and from 

proactively marketing or entering into new eligibility agreements with PBMs. 

99. Third, Surescripts imposed a “right of first refusal” procedure on Allscripts’s eprescribing business: if any third party sought to do business with Allscripts in either routing or 

eligibility, Allscripts was required to set up a meeting with Surescripts and that third party “to 

facilitate a connection between such [third party] and Surescripts.”20 Only if the third party did 

not want to do business with Surescripts after this meeting could Allscripts engage in business 

discussions with the third party for routing or eligibility. 

100. Fourth, Surescripts required Allscripts to remind its sales and business 

development personnel annually of the above terms, and Surescripts maintained the right to 

“review and comment” on such annual reminders.21

101. Surescripts realized that Allscripts was key to crushing Emdeon’s ability to 

expand and quashing any alternative e-prescribing business model via Allscripts’s direct 

connections to PBMs. Surescripts thus provided Allscripts with “enhanced” or “relatively more 

attractive revenue sharing.”22 Specifically, Surescripts paid Allscripts an incentive portion of the 

routing and eligibility fees paid by pharmacy and PBM customers for each transaction, 

substantially more than similarly situated EHR system providers. An internal Surescripts 

20 Id. at ¶113. 

21 Id. at ¶114. 

22 Id. at ¶115. 

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presentation described an early version of its 2010 deal with Allscripts by including a picture of 

the movie poster from the 2009 film “The Proposal,” which included the slogan “HERE COMES 

THE BRIBE.” 

2. Surescripts locks up Allscripts again in 2015. 

102. In 2014, though Surescripts had successfully forced Allscripts to sever its routing 

connection with Emdeon, Surescripts still worried that Allscripts would restart multihoming, 

using Emdeon as an alternative, which would, in the words of Greg Hansen, Surescripts’s thenExecutive Vice President and Chief Customer Officer, “create what is essentially a bidding war 

for [Allscripts prescribers’] transactions or access to their physician community.”23

103. That same executive feared that Allscripts “intend[ed] to monetize access to their 

physician community,” and Surescripts’s CEO wrote that Allscripts “[is] counting on defection 

from our owners to shift the balance of economic power from Pharmacies/PBMs to 

Physicians.”24

104. To stifle this “bidding war” and maintain this “balance of economic power,” 

Surescripts engaged in a renewed campaign to force Allscripts into exclusivity. 

105. In the second half of 2014, Surescripts threatened to withhold Allscripts’s access 

to Surescripts’s “must-have” e-prescribing network for routing and eligibility. Allscripts in turn 

feared that “Surescripts would have cut us off” if Allscripts did not sign a new exclusive 

agreement with Surescripts.25

106. During the same time period, to secure Allscripts’s exclusivity, Surescripts also 

threatened (1) to bar Allscripts from using eligibility information obtained from Surescripts’s 

23 Id. at ¶118. 

24 Id. at ¶119. 

25 Id. at ¶121. 

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network for Allscripts’s electronic prior authorization transactions, which increases efficiency 

between prescribers and pharmacies by reducing the time it takes to receive pre-approval for 

certain prescription drugs from a patient’s insurer; (2) to cut Allscripts off from Surescripts’s 

pharmacy directory, which is necessary to allow a prescriber to locate a patient’s preferred 

pharmacy; and (3) to sever Allscripts’s access to a separate service called medication history, 

which Allscripts’s prescribers used in both acute and ambulatory settings. 

107. Surescripts also sought to impose a penalty on Allscripts by making Allscripts pay 

millions of dollars if Allscripts did not enter into an exclusive agreement. For example, 

Surescripts sent Allscripts a retroactive invoice for Allscripts’s use of what was supposed to be a 

separate free service offered by Surescripts if Allscripts did not agree to the exclusivity terms 

Surescripts had proposed. Surescripts also withheld loyalty incentive payments to Allscripts until 

Allscripts signed the contract. 

108. Surescripts referred to these tactics as “nuclear missile[s]” and admitted they were 

designed to ensure that Allscripts would continue to use Surescripts exclusively. Both 

Surescripts and Allscripts understood that these tactics were meant to “exert leverage” over 

Allscripts to force it to sign an exclusive agreement for routing and eligibility.26

109. During this same period, Emdeon again attempted to sign Allscripts up as a 

customer by, for example, offering Allscripts increasingly large up-front payments and profitsharing arrangements to compensate Allscripts for losing Surescripts’s incentive fees. 

110. Despite Emdeon’s efforts, Surescripts’s tactics with Allscripts were successful. 

On January 31, 2015, Allscripts signed a new amendment with Surescripts, extending the term of 

the underlying exclusive contract for five years. 

26 Id. at ¶124. 

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111. On June 29, 2018, after Allscripts and Surescripts became aware that the FTC was 

investigating their conduct, Allscripts and Surescripts entered into a new amendment that deleted 

some of the more restrictive provisions contained in the 2010 Allscripts-Surescripts agreement 

and the 2015 amendment. That 2018 amendment, however, did not alter the fact that Allscripts 

was still required to use Surescripts exclusively for routing and eligibility or face financial 

penalties. 

E. Surescripts’s scheme has succeeded in excluding all meaningful competition 

from both routing and eligibility. 

112. Over the last 10 years, Emdeon attempted unsuccessfully to expand its presence 

in the routing market and, later, in the eligibility market. Beginning in 2009, Emdeon attempted 

to convince pharmacies and EHR system providers to use its network to route transactions, 

circumventing the Surescripts network. Doing so would require these pharmacies and EHR 

system providers to become non-loyal to Surescripts or RelayHealth and to pay back the 

discounts or incentive payments they had already received. In many cases, Emdeon approached 

these potential customers with lower per-transaction pricing than Surescripts charged, higher pertransaction incentive payments than Surescripts paid, and no loyalty requirements. 

113. However, Emdeon was not successful. Pharmacies and EHR system providers 

largely refused to connect to Emdeon, since doing so would trigger the massive penalty 

provisions in their contracts with Surescripts or RelayHealth and cost routing customers millions 

of dollars through increased prices or, for EHR system providers, decreased incentive payments. 

Because Emdeon could not expand its connectivity, it could not deliver low enough pricing on a 

high enough volume of transactions to make up for the huge penalties inflicted on any pharmacy 

or EHR system provider that chose to become non-loyal to Surescripts. That is, there was no 

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price (or incentive payment) that Emdeon could offer that would offset the penalty customers 

would receive by becoming non-loyal to Surescripts.

114. Surescripts executives knew that its loyalty scheme was working as intended. 

They repeatedly admitted that Surescripts’s web of exclusive contracts quashed any competitive 

threat. As Surescripts noted in a presentation to Rite Aid, a RelayHealth pharmacy, in early 

2010, because of the loyalty scheme, there was no price Emdeon could offer that would reduce 

Rite Aid’s total routing costs:27

115. In the above slide, Surescripts essentially admitted how its loyalty scheme 

disrupted the price-setting mechanism of the routing market. 

116. In September 2010, Surescripts articulated how its exclusive contracts restricted 

Emdeon’s expansion and reduced its potential to reach critical mass: 

27 Id. at ¶130. 

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Surescripts’s efforts to lock in our customers through Loyalty 

program have likely had a strong impact to Emdeon’s initial 

strategy. With most top Prescriber Venders signed to Loyalty 

Incentive plans, and, a significant portion of the Pharmacy industry 

signed to Loyalty pricing plans (direct and via [RelayHealth]), 

Emdeon’s ability to expand their direct connection to prescribers 

and pharmacies has been greatly reduced. Emdeon’s ability to 

rapidly become a full national alternative to Surescripts is 

diminished.28

117. In October 2010, a Surescripts vice president, paraphrasing the line made famous 

in the A-Team television series, boasted, “[T]he loyalty/incentive strategy and execution made a 

very effective counter to the Emdeon/eRX acquisition. It[’]s nice when a plan comes together.”29

118. In that same month, Surescripts described how its loyalty program foreclosed 

Emdeon from the market by disabling Emdeon’s ability to compete on price: “eRx/Emdeon can 

undercut Surescripts on price, but only on a margin of volume . . . and Surescripts pricing 

differential on pharmacy side and loyalty incentive program on POC side are worth more than 

eRx / Emdeon’s proposition on <10% of scripts.”30

119. When Emdeon’s initial efforts to expand failed, Emdeon attempted a new strategy 

designed to work around Surescripts’s massive financial penalty provisions: reselling the 

Surescripts routing transaction to a group of pharmacies that use a PTV called PDX. With the 

PDX pharmacies disconnected from the Surescripts network, EHR system providers would be 

free to route directly to Emdeon without incurring Surescripts’s penalties for being non-loyal. 

Thus, EHR system providers, under their Surescripts contracts, would not be penalized for 

routing to a pharmacy that could not be reached using the Surescripts network. Despite an 

organized campaign to attempt to sign up EHR system providers to such contingent contracts 

28 Id. at ¶132. 

29 Id. at ¶133. 

30 Id. at ¶134. 

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(where the EHR system provider would agree to route through Emdeon only if Emdeon 

disconnected its pharmacies from the Surescripts network), Emdeon was unable to execute 

enough contracts to obtain enough scale to become viable in e-prescribing and solve the chickenand-egg problem. In the midst of this campaign, Allscripts severed its connection with Emdeon, 

as required by Allscripts’s 2010 agreement with Surescripts, a move Emdeon described as a 

“devastating” blow31 and one that pushed Emdeon almost completely out of the market. 

120. In late 2013, Emdeon again attempted to compete with Surescripts, this time in 

eligibility. Emdeon approached potential PBM customers with lower pricing than Surescripts as 

well as offers to innovate in ways that would respond to PBM complaints regarding the quality 

of Surescripts’s eligibility service. Although Emdeon gained some traction, it ultimately could 

not acquire the critical mass of PBMs and EHR system providers needed to overcome 

Surescripts’s loyalty provisions. 

F. Surescripts ensures that RelayHealth does not compete in the routing 

market. 

121. In 2003, Surescripts and RelayHealth signed an agreement in which RelayHealth 

expressly agreed not to compete with Surescripts in routing, meaning that while RelayHealth 

could resell Surescripts’s routing services to certain customers, it could not compete with 

Surescripts by starting up its own routing network. As Surescripts was formulating its plan to 

push its exclusive contracts into the markets, Surescripts executives knew that their most recent 

agreement with RelayHealth was scheduled to expire on April 10, 2010 and, along with it, 

RelayHealth’s contractual obligation not to compete against Surescripts in routing. 

31 Id. at ¶135. 

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1. Surescripts recognizes the threat of competition in routing from 

RelayHealth. 

122. In an August 2008 strategic risk analysis memorandum, Surescripts executives 

recognized that RelayHealth and its corporate parent, McKesson, presented a “significant threat 

in the near to longer term,” particularly the threat that “RelayHealth will create a competitive 

[routing] network to [Surescripts].” Such competition from RelayHealth would cause Surescripts 

to lose transaction volume but would produce consumer benefits in the form of lower prices, 

increased innovation, and more choice.32

123. McKesson sells pharmaceutical and medical products as well as business services 

to pharmacies, hospitals, and health systems throughout North America and internationally. 

McKesson has sold and currently sells pharmacy management software to pharmacies. 

McKesson has also sold EHR systems to hospitals and other health systems. In fiscal year 2008, 

McKesson generated nearly $102 billion in total revenue and was ranked 15th on the Fortune 

500 list. 

124. In a January 2009 Surescripts presentation titled “McKesson Strategy,” 

Surescripts executives worried that failure to renew a contract with RelayHealth containing the 

routing non-compete would mean that the “[r]isk of RelayHealth becoming a competitor 

remains,” leaving RelayHealth free to use its business relationships with pharmacies, PBMs, and 

EHR system providers to stand up its own routing network and go head-to-head with Surescripts. 

In the same presentation, Surescripts recognized that it “[m]ay not be able to compete on 

transaction fees due to lack of products/services to bundle pricing.”33

32 Id. at ¶138. 

33 Id. at ¶140. 

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125. Surescripts executives understood that McKesson’s ownership of RelayHealth 

“presents an additional threat to [Surescripts].” They recognized that McKesson was a “Fortune 

15 Company” with “[$]1.4 billion in cash” and “[d]iverse product offerings that span many 

healthcare markets serving many key stakeholders in healthcare.”34

126. McKesson also provided RelayHealth with an immediate customer base, as 

McKesson had its own EHR and PTV offerings. In 2010, for example, McKesson owned and 

operated several EHR software platforms, including McKesson Horizon Clinicals, Practice 

Partner, and RelayHealth Consumer. McKesson also provided technology to pharmacies that 

included routing capabilities, including its PharmacyRx pharmacy management system. 

127. Surescripts realized that RelayHealth had a “natural ability to capture 15-20% of 

transaction volume” if RelayHealth started connecting just McKesson’s own pharmacy and 

prescriber products, to say nothing about what gains RelayHealth would make if it started 

competing in routing more broadly. 

128. Surescripts executives also knew that RelayHealth had experience in a closely 

related market, claims adjudication, a service that allows pharmacies to bill a patient’s insurer for 

a prescription, usually via the PBM contracted with the patient’s insurer. Executives from both 

RelayHealth and Surescripts often referred to claims adjudication as an “adjacent” market to 

routing and eligibility. RelayHealth’s experience provided it with a distinct advantage to 

standing up a routing network. RelayHealth already contracted with many pharmacies, PTVs, 

and PBMs for claims adjudication. RelayHealth’s claims adjudication business and Surescripts’s 

routing and eligibility business shared many of the same customers. In January 2009, Surescripts 

34 Id. at ¶141. 

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wrote that RelayHealth “plays in the same space as S[urescripts] (i.e. offering connectivity 

services to same customers).” 

129. Critically, RelayHealth also already had numerous contracts with both pharmacies 

and EHR system providers due to its reseller relationship with Surescripts. In 2009, RelayHealth 

connected approximately 50% of pharmacy routing transactions to the Surescripts network—

including large pharmacies like Walgreens and Rite Aid—and approximately 40% of EHR 

routing transactions to the Surescripts network, including the large EHR system provider 

Allscripts. RelayHealth thus enjoyed an advantage held by no other competitor: it had already 

partially solved the chicken-and-egg problem by having relationships with customers on both 

sides of the routing network. 

130. Surescripts was concerned not only that RelayHealth would enter routing, but also 

that RelayHealth would offer a lower price that Surescripts would be unable to match. 

Surescripts executives believed in 2009 that the unit costs for claims adjudication were between 

one and two cents and that RelayHealth could bring its e-prescribing costs down to that price 

given its scale and McKesson’s funding. At that time, Surescripts’s e-prescribing unit costs were 

approximately 600% higher and its net price to customers approximately 10 times higher. 

131. Surescripts understood that, if RelayHealth “dropped the price down to 2 to 3 

cents . . . they would have been able to take the business away from us.” In testimony quoted in 

FTC’s complaint, Surescripts’s former Chief Strategy Officer also said that he believed 

RelayHealth would be able to enter at a lower price than Surescripts could offer: 

I assumed Relay and Emdeon would consider offering eprescribing for what I estimated to be their marginal costs . . . or 

they might just try to undersell that and lose . . . to put us out of 

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business and then combine and bundle that with their other fixed 

cost infrastructures on the adjudication side.35

2. Surescripts eliminates the RelayHealth threat in 2010. 

132. These fears dominated Surescripts’s negotiations with RelayHealth. As a result, 

Surescripts’s primary goal during negotiations was to “[m]aintain current status where 

RelayHealth does not become a competitor” or, as the same presentation explained, use a 

strategy where Surescripts would “keep friends close but enemies closer.” RelayHealth’s own 

internal documents show that since 2003, “[t]he dominant contracting strategy . . . [was] to 

prevent [RelayHealth] from competing [with Surescripts].”36

133. Surescripts achieved this goal. In its February 25, 2010 contract with 

RelayHealth, Surescripts obtained RelayHealth’s renewed promise not to compete in routing for 

an additional six years. Surescripts has repeatedly admitted that the sole value of this 2010 

contract is that it prevents RelayHealth from competing against Surescripts in routing. One 2012 

memo, circulated to senior Surescripts executives, explicitly stated, “Our VAR contract prevents 

them from competing against us for core e-prescribing Routing. This was a substantial concern 

when we were founded [in 2008], and should still be a consideration today due to 

R[elay]H[ealth]’s vast market share in the Pharmacy financial Claims Processing part of our 

industry.”37

134. As early as December 2008, Surescripts’s own documents characterized its 

relationship with RelayHealth as adding very little, if any, value to e-prescribing and described 

RelayHealth as a “value subtract,” writing that “the only real value that we are getting out of the 

35 Id. at ¶147. 

36 Id. at ¶148. 

37 Id. at ¶149. 

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RelayHealth relationship at this point is the exclusivity.”38 In 2013, Surescripts executives stated 

the only benefit it received from the 2010 contract with RelayHealth was that the contract 

“help[ed] keep market share.”39 In March 2014—four years into the five-year term of the 2010 

contract—Surescripts executives were still asking themselves in a presentation entitled 

“RelayHealth Partnership Assessment,” “How does Surescripts + RelayHealth = more value than 

Sur[e]scripts alone?”40 Surescripts’s then-Chief Customer Officer described RelayHealth as 

“sh[*]tty, non-value added partners but at least they’re one of our biggest competitive threats.”41

3. Surescripts eliminates the RelayHealth threat again in 2015. 

135. In 2015, as Surescripts’s agreement with RelayHealth was nearing expiration, 

Surescripts’s fears of entry by RelayHealth persisted, and so it took renewed action to neutralize 

RelayHealth. On January 16, 2015, Surescripts and RelayHealth executed a three-year contract 

that automatically renewed each year unless either party terminated it and is still in place today. 

This contract (1) tightened RelayHealth’s loyalty requirements; and (2) exchanged the explicit 

routing non-compete provision for an implicit one, requiring RelayHealth to transition its EHR 

routing relationships to Surescripts directly. 

136. First, Surescripts provided additional financial incentives to RelayHealth to 

remain exclusive in routing, including by changing the definition of RelayHealth’s “loyalty” to 

Surescripts from a customer-by-customer basis to a platform-wide basis. 

137. Second, Surescripts forced RelayHealth to terminate its routing relationships with 

EHR system providers. RelayHealth, through its reseller arrangement with Surescripts, had 

38 Id. at ¶150. 

39 Id.

40 Id.

41 Id.

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connections to both the pharmacy and the EHR sides of the routing network. Surescripts 

executives knew that EHR system providers were the “gatekeepers” to prescribers. A link to the 

EHR side is necessary to operate a two-sided routing network, meaning that this termination 

would prevent RelayHealth from being a competitive threat in routing. In exchange for removing 

the explicit non-compete provision from the contract, Surescripts required RelayHealth to 

terminate its EHR system provider connections for routing and transition those relationships 

directly to Surescripts. RelayHealth agreed, hoping that removing Surescripts’s control over its 

relationship with these customers would allow RelayHealth to collaborate directly with EHR 

system providers on innovative value-added services. 

138. Surescripts executives understood that the 2015 contract continued to prevent 

RelayHealth from entering the routing market despite the removal of the explicit non-compete 

provision. On February 4, 2015, shortly after the 2015 contract was executed, Surescripts’s Chief 

Quality Officer emailed Surescripts’s Vice President of Customer Accounts: “[C]ongratulations. 

This is a hugely important deal for us, cementing our position for at least several more years. I 

would not want to have Relay out there competing directly against us.”42

139. An internal Surescripts competition analysis from that time characterized 

RelayHealth as a “Core Systemic [Competitor],” a “Direct Competitor to Core E-Prescribing 

Network,” and a company that is “[a]lways one to watch since they have the assets and knowhow to be a threat.” However, that same document continued, “[Surescripts] has done an 

exceptional job removing them as EHR aggregator” when assessing the competitive threat 

RelayHealth posed to Surescripts in routing.43

42 Id. at ¶154. 

43 Id. at ¶155. 

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140. As of today, RelayHealth has not entered the routing market. 

VI. SURESCRIPTS POSSESSES MONOPOLY POWER IN EACH RELEVANT 

MARKET 

A. The relevant markets. 

141. There are two relevant product markets: (1) routing transactions and (2) eligibility 

transactions. 

142. Other means of transmitting routing and eligibility information (e.g., paper, 

phone, fax) are not reasonably interchangeable with electronic prescribing because of safety 

concerns and greater efficiencies associated with electronic prescriptions, as well as the 

requirements of MIPPA, the HITECH Act, and BITS regulations. 

143. The relevant geographic market is the United States. Large pharmacy chains, 

EHR system providers, and PBMs that make up nearly all of routing and eligibility transactions 

have nationwide reach. Surescripts’s customers enter into contracts with nationwide reach, and 

prices and contract terms are set at a national level. Federal laws and regulations that govern eprescribing i.e., MIPPA, HITECH, and associated CMS regulations, operate on a national level, 

further supporting a national geographic market. 

144. Thus, the relevant markets in which to evaluate Surescripts’s conduct are (1) 

routing transactions in the United States and (2) eligibility transactions in the United States. 

B. Surescripts possesses monopoly power in the relevant markets. 

145. Surescripts possesses monopoly power in each relevant market. 

146. Surescripts has possessed monopoly power in each relevant market from 2009 to 

present. 

147. There is substantial direct evidence that Surescripts possesses monopoly power. 

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148. Direct evidence of Surescripts’s monopoly power includes its demonstrated 

ability to control price in each relevant market. 

149. Surescripts has the ability to price substantially higher than its competitors in the 

routing market without losing customers. This includes both prices to pharmacies and incentives 

to EHR system providers. 

150. Surescripts has the ability to price substantially higher than its competitors in the 

eligibility market without losing customers. This includes pricing to PBMs and incentives to 

EHR system providers. 

151. Other direct evidence of Surescripts’s market power includes the lack of any 

meaningful competition in either routing or eligibility from 2009 to the present. For example, 

when Surescripts refused to do business with a customer called PrescribersConnection in 2015, 

that customer was left with nowhere else to turn and has had its e-prescribing functionality 

permanently disabled—a situation that persists today. Surescripts’s customers agree that there 

are “no 1-1 alternatives to Surescripts,” that Surescripts is a “must-have” network and a 

“monopolist for a key service.”44

152. There is substantial indirect evidence that Surescripts possesses monopoly power. 

153. Surescripts possesses extremely high market shares in both relevant markets. 

Surescripts possesses at least 95% market shares (by transaction volume) in both the market for 

routing and the market for eligibility. As one Surescripts vice president put it in 2015, “We are a 

Monopoly when it comes [to] Prescription Routing.”45 Even if routing and eligibility were to be 

considered part of the same market, Surescripts’s own then-Executive Vice President and Chief 

44 Id. at ¶167. 

45 Id. at ¶169. 

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Customer Officer stated in testimony provided in FTC’s complaint that Surescripts’s market 

share in both products is “[l]ikely north of 90 percent.”46

154. The markets for routing and eligibility are characterized by barriers to entry in the 

form of the chicken-and-egg problem, which Surescripts’s conduct has rendered 

unsurmountable. 

VII. ANTITRUST IMPACT 

155. Surescripts’s anticompetitive course of conduct has resulted in the total exclusion 

of any meaningful competition in e-prescribing, repeated threats to customers to force 

exclusivity, higher prices, reduced innovation, and lower output. 

A. Surescripts’s conduct forecloses each market from all meaningful 

competition. 

156. Surescripts, whether directly or indirectly via RelayHealth, successfully imposed 

loyalty requirements on nearly all of its pharmacy and PTV customers. By January 2011, 

Surescripts had loyalty contracts with at least 78% of the pharmacy side of the routing market 

(by transaction volume), including contracts with major pharmacies such as CVS, Walgreens, 

Walmart, and Rite Aid. Nearly all of the loyalty contracts with these pharmacies have been 

renewed or amended with similar loyalty provisions, and they remain in place today. Currently, 

Surescripts, whether directly or indirectly via RelayHealth, has loyalty contracts with at least 

79% of pharmacy routing transaction volume. These contracts therefore foreclose nearly 80% of 

the pharmacy side of the routing network from potential competition. The result is to make 

multihoming substantially more expensive for customers, rendering the chicken-and-egg 

problem unsurmountable for Surescripts’s competitors. 

46 Id. 

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157. Surescripts also imposed loyalty requirements on nearly all of its PBM customers. 

By October 2011, Surescripts had exclusivity contracts with at least 74% of the PBM side of the 

eligibility market (by transaction volume), including contracts with major PBMs such as Express 

Scripts, CVS, and Medco. Nearly all of the loyalty contracts with these PBMs have been 

renewed or amended with similar loyalty provisions, and they remain in place today. Currently, 

Surescripts has exclusivity contracts with at least 78% of PBM eligibility transaction volume. 

These contracts therefore foreclose nearly 80% of the PBM side of the eligibility network from 

potential competition. The result is to make multihoming substantially more expensive for 

customers, rendering the chicken-and-egg problem unsurmountable for competitors. 

158. Surescripts, whether directly or indirectly via RelayHealth, also imposed loyalty 

requirements on nearly all of its EHR system provider customers. By November 2010, 

Surescripts had exclusivity contracts with at least 81% of the EHR routing market and at least 

78% of the EHR eligibility market (both measured by transaction volume), including contracts 

with major EHR system providers such as Allscripts, Epic, and eClinicalWorks. Nearly all of the 

loyalty contracts with these entities have been renewed or amended with similar loyalty 

provisions, and they remain in place today. Currently, Surescripts—which in 2015 took direct 

control over nearly all of RelayHealth’s routing contracts with EHR system providers have 

loyalty contracts with at least 87% of EHR routing and eligibility transaction volume. These 

contracts therefore foreclose well over 80% of the EHR sides of the routing and eligibility 

networks from potential competition. The result is to make multihoming substantially more 

expensive for customers, rendering the chicken-and-egg problem unsurmountable for 

competitors. 

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159. The above foreclosure percentages likely understate the foreclosure effects of 

Surescripts’s conduct, which is based on contracts for Surescripts’s largest routing and eligibility 

customers. There is a “long tail” of smaller Surescripts customers that are also foreclosed by the 

same loyalty contracts described above, which only further increases the percentage of each side 

of each market that Surescripts has been able to foreclose. 

160. Surescripts’s loyalty contracts disrupt competition in routing and eligibility. 

Because Surescripts has foreclosed at least 70-80% of each of the routing and eligibility markets, 

even when a competitor offers lower per-transaction prices, no customer will do business with 

that competitor because that competitor cannot lower the customer’s total e-prescribing cost. 

Because of Surescripts’s conduct, no competitor can gain enough scale to solve the chicken-andegg problem and compete with Surescripts. Customers, including PBMs, EHR system providers, 

and pharmacies, are all harmed by not having any choice of routing or eligibility provider. 

161. A pharmacy would sign up with a Surescripts competitor—and thus incur nonloyalty penalties via higher prices or clawbacks—only if the competitor could route enough 

prescriptions from EHR system providers that are priced low enough to create sufficient savings 

to offset the pharmacy’s losses from the foregone Surescripts discounts. Likewise, an EHR 

system provider would sign up with a Surescripts competitor—and thus incur non-loyalty 

penalties via eliminated incentive payments or clawbacks—only if the competitor could pay the 

EHR system provider high enough incentives on a sufficient number of transactions to offset that 

firm’s losses from the foregone Surescripts payments. This same logic applies to PBMs and EHR 

system providers for eligibility. 

162. Surescripts’s loyalty regime ensures that no customer could ever attain a lower 

total cost by multihoming, even if Emdeon or some other competitor offered that customer, in 

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the words of one of Surescripts’s former vice presidents, “some phenomenally low amount” on 

the transactions sent through Emdeon’s network. 

163. Pharmacies and PBMs receive discounts from Surescripts in exchange for 

agreeing to exclusivity. A competing platform that sought to convince a pharmacy or PBM to 

multihome would need to offer a lower price to compensate that customer for losing its loyalty 

discount with Surescripts. Due to the limited connections to EHR system providers that a 

competing platform could offer, the compensating price would have to be negative, meaning the 

competing platform would have to pay pharmacies and PBMs for each routing and eligibility 

transaction. 

164. Similarly, EHR system providers receive incentive fees from Surescripts in 

exchange for agreeing to exclusivity. A competing platform that sought to convince an EHR 

system provider to multihome would need to offer higher incentive fees to compensate that 

customer for losing its incentive fees from Surescripts. Due to the limited connections to 

pharmacies and PBMs that a competing platform could offer, the compensating incentive fees 

would be unprofitable for an equally efficient competitor. 

165. By foreclosing approximately 80% of both markets and making the chicken-andegg problem unsurmountable, Surescripts has ensured that no other competitor can be or remain 

viable in either routing or eligibility, or both. 

B. Surescripts forces its routing and eligibility customers into exclusivity. 

166. Many pharmacy, PBM, and EHR system provider customers that have entered 

into loyalty contracts with Surescripts would prefer the option of having a competing network for 

routing and eligibility. However, because these pharmacies, PBMs, and EHR system providers 

compete with other pharmacies, PBMs, and EHR system providers, they cannot absorb higher eCase: 1:20-cv-04391 Document #: 1 Filed: 07/27/20 Page 44 of 85 PageID #:44
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prescribing costs and remain competitive. Thus, Surescripts’s customers lack the realistic ability 

to refuse Surescripts’s loyalty requirements or pricing. 

167. As one Surescripts customer, an EHR system provider, explained, despite 

“strongly object[ing] to the . . . exclusivity provisions” in Surescripts’s contract, it had no choice

but to agree to Surescripts’s exclusivity provision “[b]ecause there were no alternative providers 

that could meet all of its needs.” Though the customer recognized “that the inclusion of the 

exclusivity provisions provided Surescripts with the ability to protect its dominance in the eprescribing market place,” the customer had “to enter into a contract that included those 

provisions if [it] wanted to enter into e-prescribing.”47

168. Another Surescripts customer similarly feared that “Surescripts would have cut us 

off” if that customer did not sign an exclusive agreement with Surescripts.48

169. Surescripts today no longer competes on the merits, but instead relies on its size, 

its ability to force customers into exclusivity, and the success of its loyalty program to maintain 

its monopolies. 

C. Surescripts’s conduct has led to higher net prices for routing and eligibility. 

170. But for Surescripts’s anticompetitive course of conduct, the net price (taking into 

account both sides of the network) of the routing transaction would be lower, as would the net 

price (taking into account both sides of the network) of the eligibility transaction. 

171. Consequently, Surescripts’s actions have increased the prices Plaintiff and class 

members have paid for routing transactions. 

47 Id. at ¶183. 

48 Id. at ¶184. 

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172. Economics recognizes that an overcharge at a higher level of distribution 

generally results in higher prices at every level below. Professor Herbert Hovenkamp explains 

that “[e]very person at every stage in the chain will be poorer” as a result of the anticompetitive 

price at the top.49 Professor Hovenkamp also instructs that “[t]heoretically, one can calculate the 

percentage of any overcharge that a firm at one distribution level will pass on to those at the next 

level.”50 Here, PTVs passed on the inflated prices of routing to Plaintiff and class members. 

173. The handful of instances where a single customer uses both the Surescripts 

network and the Emdeon network shows that Emdeon is able to provide lower per-transaction 

prices or higher per-transaction incentives. 

174. For example, Kroger uses both Emdeon and Surescripts via RelayHealth for 

routing. Emdeon charges Kroger pharmacies per-transaction prices that are lower than 

Surescripts’s prices. Similarly, Emdeon has sold the routing transaction to one PTV customer, 

Rx30, at a lower per-transaction price than Surescripts’s per-transaction price, and has offered to 

sell to another PTV customer, QS/1, at a lower per-transaction price than Surescripts charges. 

175. On the EHR system provider side, Surescripts understood and acknowledged its 

ability to price above the competitive level. In an email exchange concerning EHR system 

provider eClinicalWorks’s attempts to negotiate for higher incentive payments, one Surescripts 

executive explained to another that “[eClinicalWorks’s] position in negotiating for more and 

more $$ only seems relevant when there are at least 5 more ‘Surescripts’ from which to choose. 

Today there is just one Surescripts.” 

49 See Herbert Hovenkamp, Federal Antitrust Policy: The Law of Competition and Its 

Practice, at 564 (1994). 

50 Id. 

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176. Emdeon was willing to pay higher incentives to EHR system providers. For 

example, in 2010 Emdeon paid Allscripts incentives that were higher than what Surescripts and 

RelayHealth paid Allscripts. And Emdeon continued to pay Allscripts incentives that were 

higher than the incentives that Surescripts paid until Allscripts disconnected from Emdeon in 

June 2013. 

177. Because the loyalty contracts limited competitors’ expansion, and thereby reduced 

pharmacies’, PBMs’, and EHR system providers’ leverage with Surescripts, the contracts have 

enabled Surescripts, free from competitive discipline, to continue to demand higher prices from 

customers. 

178. For example, in April 2012, Surescripts increased transaction prices (by 

decreasing incentive payments) for all of its EHR system provider customers for both routing 

and eligibility. In contemporaneous documents, Surescripts recognized that it was able to use its 

monopoly power to take money away from its EHR system provider customers by decreasing 

these incentive payments. Indeed, none of Surescripts’s EHR system provider customers were 

able to avoid these incentive payment reductions. And no EHR system provider customer moved 

its business to a Surescripts competitor or refused to do business with Surescripts as a result of 

this price increase. 

179. As another example, in July 2013, Surescripts analyzed the impact of Allscripts’s 

June 20, 2013 termination of its relationship with Emdeon, which Surescripts required Allscripts 

to do in the 2010 Surescripts-Allscripts agreement. In a presentation that was circulated and 

commented on by senior Surescripts executives, Surescripts concluded that, because Allscripts 

had to stop using the cheaper Emdeon network and now had to route its volume through the 

more expensive Surescripts network, those few pharmacy customers that were not loyal to 

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Surescripts were “feeling economic pain” and “paying ‘more at the pump.’” This same 

presentation calculated exactly how much “economic pain” its pharmacy customers such as 

Kroger were experiencing: because Kroger no longer got its Allscripts prescriptions at Emdeon’s 

per-transaction rate, but now had to pay Surescripts’s higher per transaction rate, Kroger’s 

annual routing costs increased. Kroger documented that the result of being forced to pay 

Surescripts’s higher prices meant that its routing costs “increased significantly,” by 

approximately 25%.51

D. Surescripts’s conduct has reduced innovation in routing and eligibility. 

180. Surescripts’s dominance over routing and eligibility has allowed it to control the 

rate of innovation, or lack thereof. A lack of competitive discipline and customers’ inability to 

change e-prescribing vendors has led to reduced innovation in e-prescribing. In testimony quoted 

in FTC’s complaint, a RelayHealth senior executive stated: “I can tell that in general that the 

industry wants e-prescribing to evolve, and it’s not.”52

181. Surescripts agrees. As Surescripts’s former Chief Strategy Officer said in 

testimony quoted in FTC’s complaint, from the time he joined Surescripts until when he left in 

2012, he “saw a bloated organization that wasn’t lowering cost, not delivering where people 

would feel like they were true customers.”53 A January 2013 Surescripts presentation forwarded 

to Surescripts’s Executive Vice President and Chief Customer Officer summarized the issue 

aptly: “There’s a ‘we’ve got such a dominant market position in e-prescriptions, who’s going to 

come in and threaten us?’ attitude.”54

51 Redacted Complaint at ¶195, FTC v. Surescripts, LLC, No. 1:19-cv-01080, (D.D.C. May 

3, 2019) (ECF 26). 

52Id. at ¶196. 

53 Id. at ¶197. 

54 Id.

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182. Surescripts’s agreements with RelayHealth provide examples of how, in 

RelayHealth’s words, “[t]he current [RelayHealth] relationship with [Surescripts] . . . inhibits 

innovation.”55

183. Significantly, this innovation would have occurred in not just the routing market 

but also in the eligibility market. Because of Surescripts’s conduct, however, consumers have 

had to wait many years to receive the benefits of such innovation, if consumers ever received 

those benefits at all. 

184. For example, the 2010 Surescripts-RelayHealth contract called for the two 

companies to co-develop an initial list of 27 different value-added services, including Adherence 

Monitoring, Prescription History to Hospitals, Print @ Patient Cell Phone, Rx Claim PreAdjudication, Real-Time Benefit Check, electronic Prior Authentication, and REMS-related 

services such as prohibiting the prescribing/dispensing of medications with Risk Evaluation and 

Mitigation Strategies. 

185. Not one joint Surescripts-RelayHealth value-added product or service resulted 

from the 2010 contract. 

186. Similarly, not one joint Surescripts-RelayHealth product or service has resulted 

from the 2015 contract. 

187. As alleged above, Surescripts repeatedly described the sole value of its 

agreements with RelayHealth as keeping RelayHealth’s customers exclusive to Surescripts and 

preventing RelayHealth from competing against Surescripts in routing. 

188. On numerous occasions, RelayHealth unsuccessfully attempted to collaborate 

with Surescripts to develop these value-added services. One RelayHealth executive testified that 

55 Id. at ¶198. 

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Surescripts proved to be “not very innovative or cooperative when it comes to value-added 

services” and that Surescripts’s “words were much rosier than their actions, and [RelayHealth] 

presented many solutions from a value-add perspective, and they seemed to fall on deaf ears, and 

they were not pursued.” The failure of Surescripts and RelayHealth to collaborate “wasn’t for a 

lack of trying on [RelayHealth’s] part.” Surescripts never provided an explanation to 

RelayHealth as to why Surescripts chose not to collaborate with RelayHealth on any value-added 

services listed in the 2010 contract. 

189. For example, the 2010 contract called for Surescripts and RelayHealth to codevelop a real-time benefit check service that would represent a significant improvement over 

Surescripts’s existing eligibility service. Unlike Surescripts’s eligibility offering, which relied on

non-patient-specific, static formulary information, real-time benefit check allows a PBM to 

transmit patient-specific, real-time formulary information to physicians. Surescripts has known 

how to transmit such real-time formulary information since 2005, and RelayHealth expected to 

co-develop this service after the signing of the 2010 contract. Indeed, RelayHealth brought up 

this and other value-added services proposals at quarterly business meetings with Surescripts 

from 2012 to 2014. Surescripts never engaged with RelayHealth in developing real-time benefit 

check. Surescripts never shared any confidential or proprietary data, information, or technology 

with RelayHealth concerning real-time benefit check or other value-added services. 

190. Only once RelayHealth understood that Surescripts had no intention to collaborate 

did RelayHealth develop value-added services such as real-time benefit check on its own. As 

early as 2013, RelayHealth began efforts to develop a real-time benefit check solution by itself, 

which RelayHealth brought to market in 2017. At that point, facing competition from 

RelayHealth, Surescripts finally brought its own real-time benefit check service to market. 

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191. The harms from Surescripts’s conduct with respect to RelayHealth continue 

through today. The 2015 Surescripts-RelayHealth agreement, which is currently in effect, 

contains an implicit non-compete that prevents RelayHealth from competing against Surescripts 

in routing. 

192. Had Surescripts not completely excluded all competition from the relevant 

markets—whether it was Emdeon, RelayHealth, Allscripts, or otherwise—competitive forces 

would have spurred Surescripts to innovate faster, bringing (or trying to bring) services such as 

real-time benefit check to the market earlier. Consumers were harmed as a result of these 

significant innovation delays. 

E. Surescripts’s conduct has reduced quality in routing and eligibility. 

193. Similarly, because Surescripts faces no competition, it also has no incentive to 

improve its services, resulting in reduced quality to its customers, as Surescripts admitted: 

“[b]ecause we didn’t grow up in a competitive environment and we grew up as a monopoly, we 

don’t have the best way of dealing with customers.”56

194. Customers agree. They have echoed these critiques, complaining that Surescripts 

has poor customer service, is slow to innovate, impedes its EHR system provider customers’ 

ability to innovate due to stringent certification requirements, and uses opaque pricing strategies. 

Surescripts’s own executives report that customers use the following words to describe 

Surescripts: “monopoly,” “entrenched,” “slow,” “difficult,” “misleading,” “challenging,” 

“inconsistent,” and “dictates.”57

56 Id. at ¶209. 

57 Id. at ¶210. 

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195. To take one example, as early as January 2011 Surescripts knew that many of its 

pharmacy customers were dissatisfied with Surescripts’s service surrounding a specific type of 

routing transaction called “Denied, NewRx to Follow” or “DNTF,” which small, independent 

pharmacies believed caused Surescripts to double-bill the pharmacies for a single transaction. 

Surescripts, however, did not change its practices on DNTF until April 2013, 27 months after 

Surescripts’s senior executives knew that Surescripts was double-billing its routing customers. 

196. Had Surescripts’s anticompetitive conduct not allowed it to maintain its monopoly 

status, consumers would have been able to choose other options that could have provided better 

customer service, or at least provided a competitive threat to spur Surescripts to improve the 

quality of its own services. But because Surescripts has unlawfully maintained its monopolies 

through its exclusive dealing and other anticompetitive arrangements with RelayHealth and 

Allscripts, consumers have been denied the quality improvements that competition brings. 

F. Surescripts’s conduct has reduced overall transaction output. 

197. Surescripts’s conduct has also reduced output as measured by transaction volume. 

As of 2017, 69% of doctors were utilizing e-prescribing. But for Surescripts’s conduct, 

competition for physicians (via their EHR system providers) would likely result in higher 

incentive payments to EHR system providers, which would in turn provide incentives to EHR 

system providers to increase their doctors’ utilization of e-prescribing. At least one EHR system 

provider welcomed the idea of higher incentives tied to growth: “we would welcome an 

additional ‘target’ level whereby the incentive would increase . . . as the volume grows.” And 

Allscripts told Surescripts that higher incentives tied to volume instead of loyalty would allow it 

to commit “to an increase in electronic prescription transactions from all our products through 

the Surescripts network.” Surescripts, however, rejected these options in favor of contractual 

language that implemented its loyalty scheme. 

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198. Additionally, Surescripts’s stringent certification requirements have delayed 

adoption and utilization of e-prescribing. Absent the restraints, increased price, innovation, and 

quality competition among networks for EHR system providers would likely further incentivize 

or enable EHR system providers to increase the utilization of e-prescribing among doctors. 

G. There is no legitimate procompetitive business justification for Surescripts’s 

conduct. 

199. As the Senior Vice President of one of Surescripts’s large hospital system 

customers wrote in a March 2, 2011 letter to Surescripts’s CEO expressing his “deep concern” 

about Surescripts’s exclusivity requirements: “There is no conceivable justification for this 

policy other than Surescripts’s desire to maintain an e-prescribing monopoly.”58

200. Surescripts’s exclusivity requirements do not serve any legitimate procompetitive 

business purpose. Increases in adoption and utilization were largely driven by incentives under 

MIPPA, the HITECH Act, and a broader movement towards computerized health records 

generally. While incentive payments to EHR system providers may increase output, the 

exclusivity provisions to which those incentives are tied do not enhance or otherwise further the 

adoption or utilization of e-prescribing. 

201. Surescripts’s exclusivity requirements were not reasonably necessary to reduce 

prices. Moreover, Surescripts could have accomplished this objective through less restrictive 

alternatives, primarily through discounts based on volume, not loyalty. 

202. Surescripts is not a natural monopoly. E-prescribing customers treat Surescripts 

like any other vendor, seeking out alternatives to Surescripts for routing and eligibility. A small 

58 Id. at ¶216. 

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number of customers use multiple networks. At least one smaller-scale competitor, Emdeon, has 

offered lower pricing and higher incentive payments. 

203. There is no legitimate procompetitive justification for the features in Surescripts’s 

contracts with Allscripts. Indeed, though it was only after Surescripts and Allscripts became 

aware of the FTC’s investigation, Surescripts and Allscripts dropped many of these provisions, 

yet Surescripts is still able to provide routing and eligibility services to Allscripts today. 

204. There is no legitimate procompetitive justification for Surescripts’s routing noncompete with RelayHealth. Other provisions in the 2010 contract provided strong protections for 

any of Surescripts’s proprietary information. Any proprietary information disclosed by either 

party to the other in connection with the agreement was protected by the recipient party from 

disclosure to others. Any documentation provided by Surescripts under the 2010 contract was 

designated proprietary to Surescripts, and RelayHealth could not copy or use that documentation 

in any way other than as specifically authorized by the agreement. 

VIII. EFFECT ON INTERSTATE COMMERCE 

205. During the relevant time period, Surescripts sold e-prescription routing and 

eligibility in an uninterrupted flow of interstate commerce. 

206. During the relevant time period, Plaintiff and class members paid for routing. As 

a result of Surescripts’s illegal conduct, Plaintiff and class members paid artificially inflated 

prices for routing. 

207. Surescripts engaged in illegal activities, as charged in herein, within the flow of, 

and substantially affecting, interstate commerce, including in this district. 

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IX. PLAINTIFF’S CLAIMS ARE TIMELY. 

A. Surescripts concealed its unlawful scheme. 

208. Due to Surescripts’s fraudulent concealment of its unlawful conduct, Plaintiff and 

class members are entitled to recover damages reaching back beyond four years before the filing 

of this Complaint. Plaintiff and class members had no knowledge of Surescripts’s unlawful selfconcealing scheme and could not have discovered the scheme and conspiracy through the 

exercise of reasonable diligence until April 24, 2019 when FTC’s complaint against Surescripts 

was unsealed. 

209. Surescripts’s scheme was self-concealing, and it employed deceptive tactics and 

techniques of secrecy to avoid detection of, and to fraudulently conceal, its contract, 

combination, conspiracy, and scheme. 

210. As a result of Surescripts’s fraudulent concealment, all applicable statutes of 

limitations affecting Plaintiff’s claims have been tolled. 

B. Surescripts’s actions are a continuing violation. 

211. In the alternative, this Complaint alleges a continuing course of conduct 

(including conduct within the limitations periods), and Plaintiff and class members are entitled to 

recover damages they suffered during the limitations period. 

212. A claim accrued for Plaintiff each time Plaintiff paid artificially inflated prices for 

routing made possible by Surescripts’s anticompetitive conduct. And each payment at a supracompetitive price constituted another overt act in furtherance of Surescripts’s continuing 

anticompetitive scheme. 

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X. CLASS ALLEGATIONS 

213. Plaintiff brings this action under Federal Rules of Civil Procedure 23(a) and (b)(2) 

as a representative of a class seeking injunctive relief (“Injunctive Relief Class”) defined as 

follows: 

All pharmacies in the United States and its territories who indirectly purchased or 

paid for e-prescription routing transactions from Surescripts beginning at least as 

early as January 1, 2010 until the effects of Surescripts’s conduct cease (“Class 

Period”). 

214. Plaintiff also brings this action under Federal Rules of Civil Procedure 23(a) and 

(b)(3) as a representative of a class seeking damages (“Damages Class”) defined as follows: 

All pharmacies who indirectly purchased or paid for e-prescription routing 

transactions from Surescripts during the Class Period in the District of Columbia, 

Puerto Rico, or any of the following states and commonwealths: Alabama, Alaska, 

Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, 

Hawaii, Idaho, Illinois, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, 

Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, 

Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, 

North Dakota, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, 

South Dakota, Texas, Tennessee, Utah, Vermont, Virginia, Washington, West 

Virginia, Wisconsin, or Wyoming. 

215. The following persons and entities are excluded from the Injunctive Relief Class 

and the Damages Class (together, the “classes”): 

(a) Surescripts and its counsel, officers, directors, management, employees, 

subsidiaries, or affiliates; 

(b) All governmental entities; 

(c) All Counsel of Record; and 

(d) The Court, Court personnel, and any member of their immediate families. 

216. The members of each class are so numerous that joinder is impracticable. Each 

class includes at least thousands of members. Members of the classes are widely dispersed 

throughout the country. 

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217. Plaintiff’s claims are typical of the claims of all class members. Plaintiff’s claims 

arise out of the same common course of conduct that gives rise to the claims of the other class 

members. Plaintiff and all class members were and will continue to be damaged by the same 

wrongful conduct, i.e., they paid artificially inflated prices for e-prescription routing and were 

deprived of earlier and more robust competition from potential competitors as a result of 

Surescripts’s wrongful conduct. 

218. Plaintiff will fairly and adequately protect and represent the interests of the 

classes. Plaintiff’s interests are coincident with, and not antagonistic to, those of the classes. 

219. Plaintiff is represented by counsel who are experienced and competent in the 

prosecution of class action litigation and have particular expertise in class action antitrust 

litigation in the healthcare industry. 

220. Questions of law and fact common to the classes include: 

(a) Whether Surescripts unlawfully maintained monopoly power through all 

or part of their overall anticompetitive scheme; 

(b) Whether there exist any legitimate procompetitive reasons for some or all 

of Surescripts’s conduct; 

(c) To the extent any such procompetitive benefits exist, whether there were 

less restrictive means of achieving them; 

(d) Whether there was an illegal agreement between Surescripts and 

RelayHealth to not compete and to allocate the routing market to Surescripts; 

(e) Whether there was an illegal agreement between Surescripts and Allscripts 

to eliminate competition in the routing market; 

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(f) Whether Surescripts’s scheme, in whole or in part, has substantially 

affected interstate commerce; 

(g) Whether Surescripts’s anticompetitive conduct caused antitrust injury 

through overcharges to the business or property of Plaintiffs and the Class members; and 

(h) The quantum of aggregate overcharge damages to the Damages Class. 

221. Questions of law and fact common to the Damages Class members predominate 

over any questions that may affect only individual class members, because Surescripts has acted 

on grounds generally applicable to the entire Damages Class. 

222. Class treatment is a superior method for the fair and efficient adjudication of the 

controversy because, among other things, class treatment will permit a large number of similarly 

situated persons to prosecute their common claims in a similar forum simultaneously, efficiently, 

and without the unnecessary duplication of evidence, effort, and expense that numerous 

individual actions would engender. The benefits of proceeding through the class mechanism, 

including providing injured persons and entities with a means of obtaining redress on claims that 

might not be practicable to pursue individually, substantially outweigh any difficulties that may 

arise in the management of this class action. 

223. Class treatment also is appropriate under Rule 23(b)(2). The prosecution of 

separate actions by individual members of the Injunctive Relief Class would create a risk of 

inconsistent or varying adjudications which would establish incompatible standards of conduct 

for Surescripts. In addition, the prosecution of separate actions by individual members of the 

Injunctive Relief Class would create a risk of adjudication of their rights that, as a practical 

matter, would be dispositive of the interests of other class members not parties to such 

adjudications or would substantially impair or impede other class members’ ability to protect 

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their interests. Lastly, Surescripts has acted and refused to act on grounds that apply generally to 

the Injunctive Relief Class such that final injunctive relief and/or declaratory relief is warranted 

with respect to the class as a whole. 

224. Plaintiff knows of no difficulty to be encountered in the management of this 

action that would preclude its maintenance as a class action. 

XI. CLAIMS FOR RELIEF 

COUNT I 

Violation of Section 2 of the Sherman Act: Monopolization 

(On Behalf of the Injunctive Class) 

225. Plaintiff repeats and incorporates by reference all preceding paragraphs and 

allegations. 

226. Surescripts has, at all relevant times had, monopoly power in the markets for 

prescription routing in the United States. 

227. Since at least as early as September 2010, Surescripts has engaged in various 

activities to willfully maintain its monopoly power through its course of anticompetitive conduct, 

including its exclusive or de facto exclusive agreements with pharmacies, PTVs, and EHR 

system providers, requiring those entities to use the Surescripts network exclusively or nearly 

exclusively for routing, as well as the non-compete provisions in its contracts with RelayHealth. 

Collectively, Surescripts’s contracts substantially foreclose the routing market from actual and 

potential competition. Through its course of conduct, Surescripts has excluded competition and 

willfully maintained its monopoly in routing by not competing on the merits. 

228. There is no valid procompetitive justification for Surescripts’s exclusionary 

conduct in the routing market. 

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229. Plaintiff and members of the Injunctive Relief Class will continue to suffer injury, 

in the form of overcharges paid for routing transactions, if Surescripts’s unlawful conduct is not 

enjoined. 

230. Plaintiff and the members of the Injunctive Relief Class therefore seek equitable 

and injunctive relief under Section 16 of the Clayton Act, 15 U.S.C. § 26, and other applicable 

laws, to correct for the anticompetitive market effects caused by Surescripts’s unlawful conduct, 

and to assure that similar anticompetitive conduct and effects do not continue or reoccur in the 

future. 

COUNT II 

Violation of State Law: Monopolization 

(On Behalf of the Damages Class) 

231. Plaintiff repeats and incorporates by reference all preceding paragraphs and 

allegations. 

232. Surescripts’s monopolistic conduct violates the following state antitrust laws: 

(a) Ariz. Rev. Stat. Ann. §§ 44-1403, et seq., with respect to purchases in 

Arizona by Damages Class members. 

(b) Cal. Bus. Code §§ 16700, et seq., and Cal. Bus. Code §§ 17200, et seq., 

with respect to purchases in California by Damages Class members. 

(c) C.G.S.A. §§ 35-27, et seq., with respect to purchases in Connecticut by 

Damages Class members. 

(d) D.C. Code §§ 28-4503, et seq., with respect to purchases in D.C. by 

Damages Class members. 

(e) Haw. Rev. Stat. §§ 480-2, 480-9, et seq., with respect to purchases in 

Hawaii by Damages Class members. 

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(f) 740 Ill. Comp. Stat. §§ 10/3, et seq., with respect to purchases in Illinois 

by Damages Class members. 

(g) Iowa Code §§ 553.5, et seq., with respect to purchases in Iowa by 

Damages Class members. 

(h) Kan. Stat. Ann. §§ 50-112, et seq., with respect to purchases in Kansas by 

Damages Class members. 

(i) Me. Rev. Stat. Ann. 10 §§ 1102, et seq., with respect to purchases in 

Maine by Damages Class members. 

(j) MD Code Ann., Com. Law, §§ 11-204, et seq., with respect to purchases 

in Maryland by Damages Class members. 

(k) Mich. Comp. Laws Ann. §§ 445.773, et seq., with respect to purchases in 

Michigan by Damages Class members. 

(l) Minn. Stat. §§ 325D.52, et seq. and Minn. Stat. §§ 8.31, et seq., with 

respect to purchases in Minnesota by Damages Class members. 

(m) Miss. Code Ann. §§ 75-21-3, et seq., with respect to purchases in 

Mississippi by Damages Class members. 

(n) Neb. Rev. Stat. §§ 59-802, et seq., with respect to purchases in Nebraska 

by Damages Class members. 

(o) Nev. Rev. Stat. Ann. §§ 598A.060, et seq., with respect to purchases in 

Nevada by Damages Class members. 

(p) N.H. Rev. Stat. Ann. §§ 356:3, et seq., with respect to purchases in New 

Hampshire by Damages Class members. 

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(q) N.M. Stat. Ann. §§ 57-1-2, et seq., with respect to purchases in New 

Mexico by Damages Class members. 

(r) N.Y. Gen. Bus. Law § 340 with respect to purchases in New York by 

Damages Class members. 

(s) N.C. Gen. Stat. §§ 75-2.1, et seq., with respect to purchases in North 

Carolina by Damages Class members. 

(t) N.D. Cent. Code Ann. §§ 51-08.1-03, et seq., with respect to purchases in 

North Dakota by Damages Class members. 

(u) Or. Rev. Stat. §§ 646.730, et seq., with respect to purchases in Oregon by 

Damages Class members. 

(v) R.I. Gen. Laws §§ 6-36-5, et seq., with respect to purchases in Rhode 

Island by Damages Class members. 

(w) S.D. Codified Laws §§ 37-1-3.2, et seq., with respect to purchases in 

South Dakota by Damages Class members. 

(x) Tenn. Code Ann. §§ 47-25-101, et seq., with respect to purchases in 

Tennessee by Damages Class members. 

(y) Utah Code Ann. §§ 76-10-3104, et seq., with respect to purchases by Utah 

residents in the Damages Class. 

(z) Vt. Stat. Ann. 9, §§ 2453, et seq., with respect to purchases in Vermont by 

Damages Class members. 

(aa) W.Va. Code §§ 47-18-4, et seq., with respect to purchases in West 

Virginia by Damages Class members. 

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(bb) Wis. Stat. §§ 133.03, et seq., with respect to purchases in Wisconsin by 

Damages Class members. 

233. Surescripts’s conduct also violates Florida’s Deceptive & Unfair Trade Practices 

Act (Fla. Stat. §§ 501.201, et seq.), which prohibits “unfair methods of competition, or 

unconscionable, deceptive, or unfair acts or practices in the conduct of any trade or commerce.” 

Surescripts’s conduct in restraining competition and maintaining its monopoly, as alleged in this 

Complaint, constitutes unfair methods of competition and/or unconscionable or unfair acts or 

practices. Surescript’s unlawful conduct caused Damages Class members located in Florida to 

suffer injury in the form of overcharges for routing transactions. 

234. Plaintiff and Damages Class members have been injured in their business or 

property by reason of Surescripts’s violations of the laws set forth above, in that Plaintiff and 

Damages Class members paid, and are continuing to pay, higher prices for routing transactions 

than they would have paid but for the unlawful conduct. These injuries are of the type that the 

above laws were designed to prevent, and flow from that which makes the conduct unlawful. 

235. Plaintiff and Damages Class members accordingly seek damages and multiple 

damages as permitted by law. 

COUNT III 

Unjust Enrichment 

(On Behalf of the Damages Class) 

236. Plaintiff incorporates by reference the preceding allegations. 

237. To the extent required, this claim is pled in the alternative to the other claims in 

this Complaint. 

238. Surescripts has financially benefited from the overcharges on every routing 

transaction, which resulted from the unlawful and inequitable acts alleged in this Complaint. 

These overcharges were borne by Plaintiff and members of the Damages Class who paid for 

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routing. The benefits conferred upon Surescripts are substantial and measurable, in that the 

revenues Surescripts earned due to unlawful overcharges are ascertainable by review of sales 

records. 

239. There is gross disparity between the price that Plaintiff and members of the 

Damages Class paid for routing compared to what they would have paid but for Surescripts’s 

unlawful and inequitable conduct. 

240. Surescripts repeatedly and continuously received financial benefits at the expense 

of Plaintiff and members of the Damages Class by charging inflated prices for routing. 

241. It would be futile for Plaintiff and members of the Damages Class to seek a 

remedy from any party with whom they had or have privity of contract. Surescripts has paid no 

consideration to any other person for any of the benefits they received indirectly from Plaintiff 

and members of the Damages Class. 

242. It would be futile for Plaintiff and members of the Damages Class to seek to 

exhaust any remedy against the immediate intermediary from which they indirectly purchased 

routing, as those intermediaries cannot reasonably be expected to compensate Plaintiff and 

members of the Damages Class for Surescripts’s unlawful conduct. 

243. The financial benefits that Surescripts derived rightfully belong to Plaintiff and 

members of the Damages Class, which paid anticompetitive prices that inured to Surescripts’s 

benefit. 

244. It would be inequitable under the unjust enrichment principles of the states listed 

below for Surescripts to retain any of the overcharges that Plaintiff and members of the Damages 

Class paid for routing, which were derived from Surescripts’s anticompetitive, unfair, and 

unconscionable methods, acts, and trade practices. 

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245. Surescripts should be compelled to disgorge all unlawful or inequitable proceeds 

received by them into a common fund for the benefit of Plaintiff and members of the Damages 

Class. 

246. A constructive trust should be imposed upon all unlawful or inequitable sums 

Surescripts received, which arise from overpayments for routing by Plaintiff and members of the 

Damages Class. 

247. Plaintiff and members of the Damages Class have no adequate remedy at law. 

248. By engaging in the foregoing unlawful or inequitable conduct, Surescripts has 

been unjustly enriched in violation of the common law of various states and commonwealths, as 

outlined below: 

Alabama 

249. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Alabama at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Alaska 

250. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Alaska at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

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Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Arizona 

251. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Arizona at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts has been enriched by revenue resulting from unlawful overcharges for 

routing. The Damages Class has been impoverished by the overcharges for routing resulting 

from Surescripts’s unlawful conduct. Surescripts’s enrichment and the Damages Class’s 

impoverishment are connected. There is no justification for Surescripts’s receipt of the benefits 

causing its enrichment and the Damages Class’s impoverishment, because the Damages Class 

paid supracompetitive prices that inured to Surescripts’s benefit, and it would be inequitable for 

Surescripts to retain any revenue gained from their unlawful overcharges. The Damages Class 

has no remedy at law. 

Arkansas 

252. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Arkansas at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

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California 

253. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in California at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Colorado 

254. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Colorado at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Connecticut 

255. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Connecticut at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

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for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Delaware 

256. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Delaware at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts has been enriched by revenue resulting from unlawful overcharges for 

routing. The Damages Class has been impoverished by the overcharges for routing resulting 

from Surescripts’s unlawful conduct. Surescripts’s enrichment and the Damages Class’s 

impoverishment are connected. There is no justification for Surescripts’s receipt of the benefits 

causing its enrichment and the Damages Class’s impoverishment, because the Damages Class 

paid supracompetitive prices that inured to Surescripts’s benefit, and it would be inequitable for 

Surescripts to retain any revenue gained from their unlawful overcharges. The Damages Class 

has no remedy at law. 

District of Columbia 

257. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in the District of Columbia at prices that were more than they would have been but for 

Surescripts’s actions. Surescripts received money from the Damages Class as a direct result of 

the unlawful overcharges and have retained this money. Surescripts has benefitted at the expense 

of the Damages Class from revenue resulting from unlawful overcharges for routing. It is 

inequitable for Surescripts to accept and retain the benefits received without compensating the 

Damages Class. 

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Florida 

258. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Florida at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Georgia 

259. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Georgia at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Hawaii 

260. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Hawaii at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

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for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Idaho 

261. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Idaho at prices that were more than they would have been but for Surescripts’s actions. 

Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Illinois 

262. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Illinois at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Iowa 

263. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Iowa at prices that were more than they would have been but for Surescripts’s actions. 

Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

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Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Kansas 

264. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Kansas at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Kentucky 

265. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Kentucky at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Louisiana 

266. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Louisiana at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts has been enriched by revenue resulting from unlawful overcharges for 

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routing. The Damages Class has been impoverished by the overcharges for routing resulting 

from Surescripts’s unlawful conduct. Surescripts’s enrichment and the Damages Class’s 

impoverishment are connected. There is no justification for Surescripts’s receipt of the benefits 

causing its enrichment and the Damages Class’s impoverishment, because the Damages Class 

paid supracompetitive prices that inured to Surescripts’s benefit, and it would be inequitable for 

Surescripts to retain any revenue gained from their unlawful overcharges. The Damages Class 

has no remedy at law. 

Maine 

267. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Maine at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Maryland 

268. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Maryland at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

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Massachusetts 

269. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Massachusetts at prices that were more than they would have been but for 

Surescripts’s actions. Surescripts received money from the Damages Class as a direct result of 

the unlawful overcharges and have retained this money. Surescripts has benefitted at the expense 

of the Damages Class from revenue resulting from unlawful overcharges for routing. It is 

inequitable for Surescripts to accept and retain the benefits received without compensating the 

Damages Class. 

Michigan 

270. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Michigan at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Minnesota 

271. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Minnesota at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

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for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Mississippi 

272. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Mississippi at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Missouri 

273. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Missouri at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Montana 

274. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Montana at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

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Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Nebraska 

275. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Nebraska at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Nevada 

276. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Nevada at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

New Hampshire 

277. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in New Hampshire at prices that were more than they would have been but for 

Surescripts’s actions. Surescripts received money from the Damages Class as a direct result of 

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the unlawful overcharges and have retained this money. Surescripts has benefitted at the expense 

of the Damages Class from revenue resulting from unlawful overcharges for routing. It is 

inequitable for Surescripts to accept and retain the benefits received without compensating the 

Damages Class. 

New Jersey 

278. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in New Jersey at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

New Mexico 

279. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in New Mexico at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

New York 

280. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in New York at prices that were more than they would have been but for Surescripts’s 

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actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class.

North Carolina 

281. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in North Carolina at prices that were more than they would have been but for 

Surescripts’s actions. Surescripts received money from the Damages Class as a direct result of 

the unlawful overcharges and have retained this money. Surescripts has benefitted at the expense 

of the Damages Class from revenue resulting from unlawful overcharges for routing. It is 

inequitable for Surescripts to accept and retain the benefits received without compensating the 

Damages Class. 

North Dakota 

282. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in North Dakota at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts has been enriched by revenue resulting from unlawful overcharges for 

routing. The Damages Class has been impoverished by the overcharges for routing resulting 

from Surescripts’s unlawful conduct. Surescripts’s enrichment and the Damages Class’s 

impoverishment are connected. There is no justification for Surescripts’s receipt of the benefits 

causing its enrichment and the Damages Class’s impoverishment, because the Damages Class 

paid supracompetitive prices that inured to Surescripts’s benefit, and it would be inequitable for 

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Surescripts to retain any revenue gained from their unlawful overcharges. The Damages Class 

has no remedy at law. 

Oklahoma 

283. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Oklahoma at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Oregon 

284. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Oregon at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Pennsylvania 

285. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Pennsylvania at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

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Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Puerto Rico 

286. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Puerto Rico at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts has been enriched by revenue resulting from unlawful overcharges for 

routing. The Damages Class has been impoverished by the overcharges for routing resulting 

from Surescripts’s unlawful conduct. Surescripts’s enrichment and the Damages Class’s 

impoverishment are connected. There is no justification for Surescripts’s receipt of the benefits 

causing its enrichment and the Damages Class’s impoverishment, because the Damages Class 

paid supracompetitive prices that inured to Surescripts’s benefit, and it would be inequitable for 

Surescripts to retain any revenue gained from their unlawful overcharges. The Damages Class 

has no remedy at law. 

Rhode Island 

287. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Rhode Island at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

South Carolina 

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288. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in South Carolina at prices that were more than they would have been but for 

Surescripts’s actions. Surescripts received money from the Damages Class as a direct result of 

the unlawful overcharges and have retained this money. Surescripts has benefitted at the expense 

of the Damages Class from revenue resulting from unlawful overcharges for routing. It is 

inequitable for Surescripts to accept and retain the benefits received without compensating the 

Damages Class. 

South Dakota 

289. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in South Dakota at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Tennessee 

290. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Tennessee at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts has been enriched by revenue resulting from unlawful overcharges for 

routing. Surescripts appreciated the benefit bestowed upon it by the Damages Class. Under the 

circumstances, it would be inequitable for Surescripts to retain such benefits without 

compensating the Damages Class. It would be futile for the Damages Class to seek a remedy 

from any party with whom they have privity of contract. Surescripts has paid no consideration to 

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any other person for any of the unlawful benefits they received indirectly from the Damages 

Class with respect to fees from routing. It would be futile for the Damages Class to exhaust all 

remedies against the entities with which the Damages Class has privity of contract because the 

Damages Class did not directly pay Surescripts for routing. 

Texas 

291. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Texas at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. Surescripts was aware of or appreciated the benefit bestowed upon them by the Damages 

Class. The Damages Class has no remedy at law. 

Utah 

292. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Utah at prices that were more than they would have been but for Surescripts’s actions. 

Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Vermont 

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293. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Vermont at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Virginia 

294. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Virginia at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Washington 

295. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Washington at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

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West Virginia 

296. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in West Virginia at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Wisconsin 

297. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Wisconsin at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

Wyoming 

298. Surescripts unlawfully overcharged members of the Damages Class, who paid for 

routing in Wyoming at prices that were more than they would have been but for Surescripts’s 

actions. Surescripts received money from the Damages Class as a direct result of the unlawful 

overcharges and have retained this money. Surescripts has benefitted at the expense of the 

Damages Class from revenue resulting from unlawful overcharges for routing. It is inequitable 

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for Surescripts to accept and retain the benefits received without compensating the Damages 

Class. 

XII. DEMAND FOR RELIEF 

299. Accordingly, Plaintiff, on behalf of itself and the proposed classes, respectfully 

demands that the Court: 

(a) Determine that this action may be maintained as a class action pursuant to 

Fed. R. Civ. P. Rule 23(a), (b)(2), and (b)(3), direct that reasonable notice of this action, as 

provided by Rule 23(c)(2), be given to the classes, and declare Plaintiff as named representative 

of the classes; 

(b) Conduct expedited discovery proceedings leading to a prompt trial on the 

merits before a jury on all claims and defenses; 

(c) Enter judgment against Surescripts and in favor of Plaintiff and the 

classes; 

(d) Award damages (i.e., three times overcharges) to the Damages Class in an 

amount to be determined at trial, plus interest in accordance with law; 

(e) Enter injunctive relief to stop Surescripts’s unlawful conduct; 

(f) Grant Plaintiff and the Damages Class equitable relief in the nature of 

disgorgement, restitution, and the creation of a constructive trust to remedy Surescripts’s unjust 

enrichment; 

(g) Award Plaintiff and the classes their costs of suit, including reasonable 

attorneys’ fees as provided by law; and 

(h) Award such further and additional relief as is necessary to correct for the 

anticompetitive market effects Surescripts’s unlawful conduct caused and as the Court may deem 

just and proper under the circumstances. 

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XIII. JURY DEMAND 

300. Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiff, on behalf of 

itself and the proposed classes, demand a trial by jury on all issues so triable. 

Dated: July 27, 2020 Respectfully submitted, 

By: /s/ Michael J. Freed

Michael J. Freed 

Robert J. Wozniak 

Brian M. Hogan 

FREED KANNER LONDON 

 & MILLEN LLC 

2201 Waukegan Road, Suite 130 

Bannockburn, IL 60015 

Telephone: (224) 632-4500 

mfreed@fklmlaw.com 

rwozniak@fklmlaw.com 

bhogan@fklmlaw.com 

Gregory S. Asciolla (pro hac vice forthcoming) 

Karin E. Garvey (pro hac vice forthcoming) 

Theodore J. Hawkins (pro hac vice forthcoming) 

Jonathan S. Crevier (pro hac vice forthcoming) 

LABATON SUCHAROW LLP 

140 Broadway 

New York, New York 10005 

Telephone: (212) 907-0700 

gasciolla@labaton.com 

kgarvey@labaton.com 

thawkins@labaton.com 

jcrevier@labaton.com 

Attorneys for Ivan Pharmacy and the 

Proposed Classes 

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