MCELROY, DEUTSCH, MULVANEY & CARPENTER, LLP

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NEW JERSEY NEW YORK PENNSYLVANIA CONNECTICUT MASSACHUSETTS COLORADO DELAWARE

JOSEPH P. LA SALA

Direct dial: (973) 425-8749

jlasala@mdmc-law.com

November 1, 2011

VIA ECF AND HAND DELIVERY

Hon. Dennis M. Cavanaugh

United States District Judge

United States District Court

 for the District of New Jersey

Martin Luther King, Jr. Federal Building 

 & U.S. Courthouse

50 Walnut Street

Newark, New Jersey 07101

Re: In re Medco/Express Scripts Merger Litigation

Civil Action No. 11-4211 (DMC) (MF) 

 Dear Judge Cavanaugh: 

We represent Defendants Express Scripts, Inc., Aristotle Holding, Inc., Aristotle Merger Sub, Inc. and Plato Merger Sub, Inc. (collectively, "Express Scripts") in this matter. We write in response

to Plaintiffs' letter submitted to the Court last evening responding to Defendants' opposition to

Plaintiffs' request to schedule a competing preliminary injunction hearing for November 29, 2011, one 

week ahead of the previously-scheduled preliminary injunction hearing in the Delaware Action. Plaintiffs' letter states that "Express Scripts manipulated the Delaware Court into scheduling a

preliminary injunction hearing by setting an artificially early shareholder vote," and that refusing to

schedule a competing preliminary injunction hearing in New Jersey ahead of the previously-scheduled 

hearing in this action "would be granting Defendants relief by foul means." The record clearly belies Plaintiffs' unsubstantiated claim that the Defendants "manipulated the

Court of Chancery" into scheduling a preliminary injunction hearing. There is simply no factual basis

for this claim. As Express Scripts' explained in its letter to the Court yesterday, Express Scripts did

not seek a preliminary injunction hearing in the Delaware Action. Rather, on October 14, 2011, Express Scripts filed a motion for judgment on the pleadings in the Delaware Action pursuant to Court

of Chancery Rule 12(c) (the "12(c) Motion"), along with a proposed briefing schedule on the 12(c)

Motion, which could have disposed of the Delaware Action in its entirety. The Court of Chancery

declined to schedule the 12(c) Motion, and instead convened a scheduling conference with the parties

to the Delaware Action, during which the Court scheduled a preliminary injunction hearing for

December 6, 2011. The Delaware Plaintiffs also moved for a preliminary injunction that same day. The Court of Chancery scheduled the preliminary injunction hearing with an understanding that the

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MCELROY, DEUTSCH, MULVANEY & CARPENTER, LLP

Hon. Dennis M. Cavanaugh

November 1, 2011

Page 2

necessary stockholder votes would likely be scheduled on or about December 14, 2011, allowing

sufficient time to resolve the preliminary injunction application. Thank you for your consideration of this letter. 

Respectfully,

/s/ Joseph P. LaSala

 Joseph P. LaSala

cc: Andrew Muscato, Esq. (via e-mail)

Kevin Marino, Esq. (via e-mail)

James C. Cecchi, Esq. (via e-mail)

Mark Lebovitch, Esq. (via e-mail)

Michael C. Barry, Esq. (via e-mail)

Case 2:11-cv-04211-DMC -MF Document 90 Filed 11/01/11 Page 2 of 2 PageID: 3465