Case Document 1 Filed 10/06/15 Page 1 of 6 Page ID Gary Jay Kaufman, Esq. (State Bar No. 92759) gary@kaufman law groupla. com Colin Hardacre, Esq. (State Bar No. 250915) colin@kaufmanlawgr0upla. com THE KAUFMAN LAW GROUP 1901 Avenue of the Stars, Suite 1010 Los Angeles, California 90067 Telephone: (310) 286-2202 Facsimile: (310) 712-0023 Attorneys for Plaintiff, Pharmacy, LLC UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA PHARMACY, LLC, a California limited liability company, Plaintiff, v. VALEANT PHARMACEUTICALS NORTH AMERICA LLC, a Delaware limited liability company, Defendant. Case No. COMPLAINT FOR DECLARATORY JUDGMENT Complaint for Declaratory Judgment - Case Document 1 Filed 10/06/15 Page 2 of 6 Page ID Plaintiff Pharmacy, LLC, a California limited liability company alleges and avers the following for its complaint against Valeant Pharmaceuticals North America LLC, a Delaware limited liability company (?Valeant?) as follows: I. INTRODUCTION On September 4, 2015, received a letter from Robert Chai-Onn, Valeant?s Executive Vice President, Chief Legal Of?cer and General Counsel. In the letter, which was the ?rst correspondence that had ever received directly from Valeant, Mr. Chai-Onn claimed that a small licensed California pharmacy, owed Valeant over $69,000,000. However, has never received a single invoice from Valeant in any amount and until September 4 had never received a single demand for payment from Valeant. has requested copies of the invoices, but to no avail. Indeed, it seems that Valeant has no evidence whatsoever to back up its claims. Therefore, believes that one of two things must be true: 1. Valeant and are victims of a massive fraud perpetuated by third parties; or 2. Valeant is conspiring with other persons or entities to perpetuate a massive fraud against and others. The purpose of this action is for to get to the bottom of this, avoid accrual of avoidable damages, if any, and secure an early adjudication without waiting until Valeant sees ?t to ?le suit. Accordingly, seeks a declaratory judgment from this Court that Valeant?s claims are without merit and that owes Valeant nothing. will conduct discovery, including written discovery and depositions, in order to determine Valeant?s involvement, if any, in a scheme to defraud and others. 11. JURISDICTION AND VENUE 1. This is an action for declaratory relief pursuant to 28 U.S.C. 2201 seeking a declaration of the parties? rights, duties and obligations in connection with alleged outstanding invoices and amounts owed by to Valeant. This Court has Complaint for Declaratory Judgment 2 Case Document 1 Filed 10/06/15 Page 3 of 6 Page ID jurisdiction under 28 U.S.C. 1332 because there is complete diversity of citizenship and more than $75,000 is in controversy. 2. This Court has personal jurisdiction over Valeant by virtue of, inter alia, Valeant?s regular and continuous transaction of business within the State of California and within this judicial district. In addition, the underlying activities that give rise to the action occurred within this judicial district. 3. Venue is proper in this judicial district and division pursuant to 28 U.S.C. 1391 as a substantial part of the events or omissions giving rise to the action occurred in this judicial district. THE PARTIES 4. is, and at all times herein mentioned was, a California limited liability company with its principal place of business in Camarillo, California. 5. Valeant is, and at all times herein mentioned was, a Delaware limited liability company. is informed and believes and on that basis alleges that Valeant?s principal place of business is in Bridgewater, New Jersey. IV. RELEVANT FACTS 6. is a licensed pharmacy located in Camarillo, California. was originally formed in 2012. provides high quality formulations and exceptional customer service to healthcare practitioners and their patients across 34 of the United States in which it maintains licenses. Since inception, has maintained high industry standards, abided by state board of pharmacy regulations and followed strict guidelines (Good Manufacturing Practices) set forth by the Federal Government, in order to ensure an impeccable reputation in the pharmaceutical industry with both patients and vendors. 7. Valeant is a publicly traded pharmaceutical company in the United States. Based on information obtained from Valeant?s website, Valeant is a decentralized pharmaceutical company that produces specialty pharmaceutical products, over-the-counter (OTC) consumer products and medical devices. Valeant Complaint for Declaratory Judgment - 3 \lO?xkll-Case Document 1 Filed 10/06/15 Page 4 of 6 Page ID primarily focuses on therapeutic pharmaceuticals including dermatology, health, aesthetics, oral health, neurology, and consumer healthcare. 8. On September 4, 2015, received a written demand from Valeant?s Executive Vice President, Chief Legal Of?cer and General Counsel, Robert Chai?Onn. Therein, Valeant asserts that, as of August 3 l, 2015, owes on outstanding invoices in the amount of $69,861,343.08. Valeant threatens that it will take any and all action to ensure that it is paid amounts due to it in a timely fashion, and to seek any and all damages, including without limitation, for past and future lost pro?ts as well as costs and expenses (including attorneys? fees), and will take any and all actions against and any relevant individuals for not meeting contractual commitments. Attached hereto as Exhibit A is a true and correct copy of Mr. Chai-Onn?s letter. 9. On September 8, 2015, counsel advised Valeant that Valeant?s allegations came as a complete surprise to given that has never received a single invoice or a single demand for payment from Valeant in any amount. counsel requested that Valeant forward copies of all invoices Valeant claims are unpaid. In addition, counsel advised that one of two things appears to be true, either: 1) Valeant and are both victims of a massive fraud perpetuated by third parties; or 2) Valeant is conspiring with other persons or entities to perpetuate a massive fraud against and others. Attached hereto as Exhibit is a true and correct copy of counsel?s letter. 10. To date, counsel has not received a substantive written response from Valeant and Valeant has failed and/or refused to provide any invoices. 11. vehemently denies that it owes Valeant any amount of money and Valeant has failed to provide a single shred of evidence to support its claims. With these very serious allegations looming, is no longer willing to wait for Valeant to come out of hiding to provide support for its frivolous claims. Complaint for Declaratory Judgment - 4 FIRST CAUSE OF ACTION (Declaratory Relief) 12. incorporates herein by reference paragraphs 1 through 11 of this complaint. 13. As set forth above, an actual controversy has arisen and now exists between and Valeant. 14. Accordingly, desires a judicial determination of the parties? respective rights and duties, and a declaration that a) has no equitable or contractual relationship with Valeant; b) does not owe any duties to Valeant; c) has not breached any purported agreements with Valeant; d) has no outstanding invoices or amounts due or owing to Valeant; and e) Valeant is entitled to nothing from 15. A judicial declaration is necessary and appropriate under the circumstances so that may ascertain the parties? respective rights and duties and eliminate any dispute regarding the alleged outstanding invoices. V. RELIEF REQUESTED WHEREFORE, prays for judgment against Valeant as follows: 1. For an order declaring that: a. has no equitable or contractual relationship with Valeant; b. does not owe any duties to Valeant; c. has not breached any purported agreements with Valeant; d. has no outstanding invoices or amounts due or owing to Valeant; and e. Valeant is entitled to nothing from Complaint for Declaratory Judgment - 5 Case Document 1 Filed 10/06/15 Page 6 of 6 Page ID #26 2. For costs of suit herein, including attorneys? fees, where available; and 3. For such further relief that the Court deems just and proper. DATED: October 6, 2015 THE KAUFMAN LAW GROUP By: Gary Jay Kaufman Attorneys for Plaintiff, Pharmacy, LLC Complaint for Declaratory Judgment - 6 Case Document 1-1 Filed 10/06/15 Page 1 of 2 Page ID EXHIBIT A EXHIBIT A VA A Eh: gm] 3 6th A'n'm'rfca Vaiggn; 4.00, some'm?t Bridg'eWat'c'r} NJ-- 08807 (.908) 927 1400 PIG-Z310 551? Si?it?. 70.8; Gama-1g, 31122: D68: Its-has; b??aftenti'on'thgf. (y?er& ?Qutsrtafn?djih'g'inv??iCes Valeant 1g 20"13153rc?eciti??ng- imb'iced amountsi-du?pf {V??antgi?s?ontac?ngygu- ?Qf?hjat requisite-:gteps L10 jensxmezim'mediate @Yoiti. furthandamagg 10. ensure thatgiift 1'0 a pasta-11d Musics; pro?ts weir-as mam-e515 toihiggm artery This-also; includes,- Wi?xput limitation; taking; any?an ?ll-actions. against anyrielrevant individuals for-not meet-mg gsmcerxely; '39ng E??c?five Vibe Rtesidhng Of?cer-and Gengralcounsel 1 EXHIBIT THE KAUFMAN LAW GROUP A PROFESSIONAL CORPORATION IQOI szuu: or THE STARS surr: IOIO LOS ANGELES, CALIFORNIA 90067 TEL talc) aha-220: FAX (3 Oi via-ooze September 8, 2015 SENT EMAIL: Robert. Chaionn@valeant. coin AND FEDERAL EXPRESS Robert Chai-Onn, Esq. Valeant Pharmaceuticals North America, LLC 400 Somerset Corporate Blvd. Bridgewater, NJ 08807 Re: Pharmacy, LLC Dear Mr. Chai-Onn: This of?ce represents Russell Reitz and Pharmacy, LLC Your letter that Mr. Reitz received on September 4, 2015 via Federal Express has been forwarded to us for response Suf?ce it to say, your letter?s allegation that owes Valeant Pharmaceuticals North Anterica, LLC (?Valeant?) $69,861,343.08 comes as a complete surprise, given that Mr. Reitz and R850 have never received a single invoice, or a single demand for payment from Valeant in any amount. Please forward us copies of all invoices that Valeant claims are unpaid. More importantly, it appears that one of two things is true. Either: 1. .Valeant and my clients are views of a massive fraud perpetuated by third parties; or 2. Valeant is conspiring with other persons or entities to perpetuate a massive ?aud against Mr. Reitz, and others. THE KAUFMAN LAW GROUP A PROFESSIONAL CORPORATION Robert Chai-Orm, Esq. 09/08/15 Page 2 of2 We should probably have a conversation. Please let me know some dates and times that work for you. Very trul urs, GARY JAY KAUFMAN