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2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT

9 CENTRAL DISTRICT OF CALIFORNIA

10 WESTERN DIVISION

11 ANNE HEITING, ) Case No. 2:23-cv-08002-SPG-E 12 ) Plaintiff, ) STIPULATED [PROPOSED] 13 ) PROTECTIVE ORDER v. ) 14 ) TARO PHARMACEUTICALS ) Judge: Hon. Honorable Charles F. Eick 15 U.S.A., INC., et al., ) Courtroom: 5C ) 16 Defendants. ) ) 17 ) ) 18 )

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20 21 22 23 24 25 26 27 28 1 1. INTRODUCTION 2 1.1 Purposes and Limitations. Discovery in this action is likely to involve 3 production of confidential, proprietary, or private information for which special 4 protection from public disclosure and from use for any purpose other than 5 prosecuting this litigation may be warranted. Accordingly, the parties hereby 6 stipulate to and petition the court to enter the following Stipulated Protective Order. 7 The parties acknowledge that this Order does not confer blanket protections on all 8 disclosures or responses to discovery and that the protection it affords from public 9 disclosure and use extends only to the limited information or items that are entitled 10 to confidential treatment under the applicable legal principles. 11 1.2 Good Cause Statement. 12 This action is likely to involve trade secrets, customer and pricing lists and 13 other valuable research, development, commercial, financial, technical and/or 14 proprietary information for which special protection from public disclosure and from 15 use for any purpose other than prosecution of this action is warranted. Such 16 confidential and proprietary materials and information consist of, among other 17 things, confidential business or financial information, information regarding 18 confidential business practices, or other confidential research, development, or 19 commercial information (including information implicating privacy rights of third 20 parties), information otherwise generally unavailable to the public, or which may be 21 privileged or otherwise protected from disclosure under state or federal statutes, 22 court rules, case decisions, or common law. Accordingly, to expedite the flow of 23 information, to facilitate the prompt resolution of disputes over confidentiality of 24 discovery materials, to adequately protect information the parties are entitled to keep 25 confidential, to ensure that the parties are permitted reasonable necessary uses of 26 such material in preparation for and in the conduct of trial, to address their handling 27 at the end of the litigation, and serve the ends of justice, a protective order for such 28 information is justified in this matter. It is the intent of the parties that information 1 will not be designated as confidential for tactical reasons and that nothing be so 2 designated without a good faith belief that it has been maintained in a confidential, 3 non-public manner, and there is good cause why it should not be part of the public 4 record of this case. 5 1.3 Acknowledgment of Procedure for Filing Under Seal. The parties 6 further acknowledge, as set forth in Section 12.3, below, that this Stipulated 7 Protective Order does not entitle them to file confidential information under seal; 8 Local Rule 79-5 sets forth the procedures that must be followed and the standards 9 that will be applied when a party seeks permission from the court to file material 10 under seal. 11 There is a strong presumption that the public has a right of access to judicial 12 proceedings and records in civil cases. In connection with non-dispositive motions, 13 good cause must be shown to support a filing under seal. See Kamakana v. City and 14 Cnty. of Honolulu, 447 F.3d 1172, 1176 (9th Cir. 2006), Phillips ex rel. Ests. of 15 Byrd v. Gen. Motors Corp., 307 F.3d 1206, 1210–11 (9th Cir. 2002), Makar- 16 Welbon v. Sony Elecs., Inc., 187 F.R.D. 576, 577 (E.D. Wis. 1999) (even stipulated 17 protective orders require good cause showing), and a specific showing of good 18 cause or compelling reasons with proper evidentiary support and legal justification, 19 must be made with respect to Protected Material that a party seeks to file under seal. 20 The parties’ mere designation of Disclosure or Discovery Material as 21 CONFIDENTIAL does not—without the submission of competent evidence by 22 declaration, establishing that the material sought to be filed under seal qualifies as 23 confidential, privileged, or otherwise protectable—constitute good cause. 24 Further, if a party requests sealing related to a dispositive motion or trial, then 25 compelling reasons, not only good cause, for the sealing must be shown, and the 26 relief sought shall be narrowly tailored to serve the specific interest to be protected. 27 See Pintos v. Pac. Creditors Ass’n, 605 F.3d 665, 677–79 (9th Cir. 2010). For each 28 item or type of information, document, or thing sought to be filed or introduced 1 under seal in connection with a dispositive motion or trial, the party seeking 2 protection must articulate compelling reasons, supported by specific facts and legal 3 justification, for the requested sealing order. Again, competent evidence supporting 4 the application to file documents under seal must be provided by declaration. 5 Any document that is not confidential, privileged, or otherwise protectable in 6 its entirety will not be filed under seal if the confidential portions can be redacted. 7 If documents can be redacted, then a redacted version for public viewing, omitting 8 only the confidential, privileged, or otherwise protectable portions of the document, 9 shall be filed. Any application that seeks to file documents under seal in their 10 entirety should include an explanation of why redaction is not feasible. 11 12 2. DEFINITIONS 13 2.1 Action: The above-caption action. 14 2.2 Challenging Party: a Party that challenges the designation of 15 information or items under this Order. 16 2.3 “CONFIDENTIAL” Information or Items: information (regardless of 17 how it is generated, stored or maintained) or tangible things that qualify for 18 protection under Rule 26(c) of the Federal Rules of Civil Procedure, and as specified 19 above in the Good Cause Statement. 20 2.4 Counsel: Outside Counsel of Record and House Counsel (as well as 21 their support staff). 22 2.5 Designating Party: a Party or Non-Party that designates information or 23 items that it produces in disclosures or in responses to discovery as 24 “CONFIDENTIAL.” 25 2.6 Disclosure or Discovery Material: all items or information, regardless of 26 the medium or manner in which it is generated, stored, or maintained (including, 27 among other things, testimony, transcripts, and tangible things), that are produced or 28 generated in disclosures or responses to discovery in this matter. 1 2.7 Expert: a person with specialized knowledge or experience in a matter 2 pertinent to the litigation who has been retained by a Party or its counsel to serve as 3 an expert witness or as a consultant in this Action. 4 2.8 Final Disposition: the later of (1) dismissal of all claims and defenses in 5 this Action, with or without prejudice; and (2) final judgment herein after the 6 completion and exhaustion of all appeals, rehearings, remands, trials, or reviews of 7 this Action, including the time limits for filing any motions or applications for 8 extension of time pursuant to applicable law. 9 2.9 In-House Counsel: attorneys who are employees of a party to this 10 Action. In-House Counsel does not include Outside Counsel of Record or any other 11 outside counsel. 12 2.10 Non-Party: any natural person, partnership, corporation, association, or 13 other legal entity not named as a Party to this action. 14 2.11 Outside Counsel of Record: attorneys who are not employees of a party 15 to this Action but are retained to represent or advise a party to this Action and have 16 appeared in this Action on behalf of that party or are affiliated with a law firm which 17 has appeared on behalf of that party, and includes support staff. 18 2.12 Party: any party to this Action, including all of its officers, directors, 19 employees, consultants, retained experts, and Outside Counsel of Record (and their 20 support staffs). 21 2.13 Producing Party: a Party or Non-Party that produces Disclosure or 22 Discovery Material in this Action. 23 2.14 Professional Vendors: persons or entities that provide litigation- support 24 services (e.g., photocopying, videotaping, translating, preparing exhibits or 25 demonstrations, and organizing, storing, or retrieving data in any form or medium) 26 and their employees and subcontractors. 27 2.15 Protected Material: any Disclosure or Discovery Material that is 28 designated as “CONFIDENTIAL.” 1 2.16 Receiving Party: a Party that receives Disclosure or Discovery Material 2 from a Producing Party. 3 4 3. SCOPE 5 The protections conferred by this Stipulation and Order cover not only 6 Protected Material (as defined above), but also (1) any information copied or 7 extracted from Protected Material; (2) all copies, excerpts, summaries, or 8 compilations of Protected Material; and (3) any testimony, conversations, or 9 presentations by Parties or their Counsel that might reveal Protected Material. 10 Any use of Protected Material at trial shall be governed by the orders of the 11 trial judge. This Stipulated Protective Order does not govern the use of Protected 12 Material at trial. 13 14 4. TRIAL AND DURATION 15 The terms of this Stipulated Protective Order apply through Final Disposition 16 of the Action. 17 Once a case proceeds to trial, information that was designated as 18 CONFIDENTIAL or maintained pursuant to this Stipulated Protective Order and 19 used or introduced as an exhibit at trial becomes public and will be presumptively 20 available to all members of the public, including the press, unless compelling 21 reasons supported by specific factual findings to proceed otherwise are made to the 22 trial judge in advance of the trial. See Kamakana, 447 F.3d at 1180–81 23 (distinguishing “good cause” showing for sealing documents produced in discovery 24 from “compelling reasons” standard when merits-related documents are part of 25 court record). Accordingly, for such materials, the terms of this Stipulated 26 Protective Order do not extend beyond the commencement of the trial. 27 Even after Final Disposition of this litigation, the confidentiality obligations 28 imposed by this Stipulated Protective Order shall remain in effect until a 1 Designating Party agrees otherwise in writing or a court order otherwise directs. 2 3 5. DESIGNATING PROTECTED MATERIAL 4 5.1 Exercise of Restraint and Care in Designating Material for Protection. 5 Each Party or Non-Party that designates information or items for protection under 6 this Order must take care to limit any such designation to specific material that 7 qualifies under the appropriate standards. The Designating Party must designate for 8 protection only those parts of material, documents, items, or oral or written 9 communications that qualify so that other portions of the material, documents, items, 10 or communications for which protection is not warranted are not swept unjustifiably 11 within the ambit of this Order. 12 Mass, indiscriminate, or routinized designations are prohibited. Designations 13 that are shown to be clearly unjustified or that have been made for an improper 14 purpose (e.g., to unnecessarily encumber the case development process or to impose 15 unnecessary expenses and burdens on other parties) may expose the Designating 16 Party to sanctions. 17 If it comes to a Designating Party’s attention that information or items that it 18 designated for protection do not qualify for protection, that Designating Party must 19 promptly notify all other Parties that it is withdrawing the inapplicable designation. 20 5.2 Manner and Timing of Designations. Except as otherwise provided in 21 this Stipulated Protective Order (see, e.g., second paragraph of section 5.2(a) below), 22 or as otherwise stipulated or ordered, Disclosure or Discovery Material that qualifies 23 for protection under this Stipulated Protective Order must be clearly so designated 24 before the material is disclosed or produced. 25 Designation in conformity with this Stipulated Protective Order requires: 26 (a) for information in documentary form (e.g., paper or electronic 27 documents, but excluding transcripts of depositions or other pretrial or trial 28 proceedings), that the Producing Party affix at a minimum, the legend 1 “CONFIDENTIAL” to each page that contains protected material. If only a portion 2 or portions of the material on a page qualifies for protection, the Producing Party 3 also must clearly identify the protected portion(s) (e.g., by making appropriate 4 markings in the margins). 5 A Party or Non-Party that makes original documents available for inspection 6 need not designate them for protection until after the inspecting Party has indicated 7 which documents it would like copied and produced. During the inspection and 8 before the designation, all of the material made available for inspection shall be 9 deemed CONFIDENTIAL. After the inspecting Party has identified the documents 10 it wants copied and produced, the Producing Party must determine which 11 documents, or portions thereof, qualify for protection under this Stipulated 12 Protective Order. Then, before producing the specified documents, the Producing 13 Party must affix the “CONFIDENTIAL” legend to each page that contains 14 Protected Material. If only a portion or portions of the material on a page qualifies 15 for protection, the Producing Party also must clearly identify the protected 16 portion(s) (e.g., by making appropriate markings in the margins). 17 (b) for testimony given in depositions that the Designating Party identify 18 the Disclosure or Discovery Material on the record, before the close of the 19 deposition all protected testimony. 20 (c) for information produced in some form other than documentary and for 21 any other tangible items, that the Producing Party affix in a prominent place on the 22 exterior of the container or containers in which the information is stored the 23 “CONFIDENTIAL” legend. If only a portion or portions of the information 24 warrants protection, the Producing Party, to the extent practicable, shall identify the 25 protected portion(s). 26 5.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent 27 failure to designate qualified information or items does not, standing alone, waive 28 the Designating Party’s right to secure protection under this Order for such material. 1 Upon timely correction of a designation, the Receiving Party must make reasonable 2 efforts to assure that the material is treated in accordance with the provisions of this 3 Stipulated Protective Order. 4 6. CHALLENGING CONFIDENTIALITY DESIGNATIONS 5 6.1 Timing of Challenges. Any Party may challenge a designation of 6 confidentiality at any time. 7 6.2 Meet and Confer. The Challenging Party shall initiate the dispute 8 resolution process under Local Rule 37.1 et seq. 9 6.3 The burden of persuasion in any such challenge proceeding shall be on 10 the Designating Party. Frivolous challenges, and those made for an improper 11 purpose (e.g., to harass or impose unnecessary expenses and burdens on other 12 parties) may expose the Challenging Party to sanctions. Unless the Designating 13 Party has waived or withdrawn the confidentiality designation, all parties shall 14 continue to afford the material in question the level of protection to which it is 15 entitled under the Producing Party’s designation until the court rules on the 16 challenge. 17 18 7. ACCESS TO AND USE OF PROTECTED MATERIAL 19 7.1 Basic Principles. A Receiving Party may use Protected Material that is 20 disclosed or produced by another Party or by a Non-Party in connection with this 21 Action only for prosecuting, defending, or attempting to settle this Action. Such 22 Protected Material may be disclosed only to the categories of persons and under the 23 conditions described in this Order. When the Action reaches a Final Disposition, a 24 Receiving Party must comply with the provisions of section 13 below. 25 Protected Material must be stored and maintained by a Receiving Party at a 26 location and in a secure manner that ensures that access is limited to the persons 27 authorized under this Stipulated Protective Order. 28 7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless 1 otherwise ordered by the court or permitted in writing by the Designating Party, a 2 Receiving Party may disclose any information or item designated 3 “CONFIDENTIAL” only: 4 (a) to the Receiving Party’s Outside Counsel of Record in this Action, as 5 well as employees of said Outside Counsel of Record to whom it is reasonably 6 necessary to disclose the information for this Action; 7 (b) to the officers, directors, and employees (including House Counsel) of 8 the Receiving Party to whom disclosure is reasonably necessary for this Action; 9 (c) to Experts (as defined in this Order) of the Receiving Party to whom 10 disclosure is reasonably necessary for this Action and who have signed the 11 “Acknowledgment and Agreement to Be Bound” (Exhibit A); 12 (d) to the court and its personnel; 13 (e) to court reporters and their staff; 14 (f) to professional jury or trial consultants, mock jurors, and Professional 15 Vendors to whom disclosure is reasonably necessary for this Action and who have 16 signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A); 17 (g) to the author or recipient of a document containing the information or a 18 custodian or other person who otherwise possessed or knew the information; 19 (h) during their depositions, to witnesses, and attorneys for witnesses, in 20 the Action to whom disclosure is reasonably necessary, provided: (1) the deposing 21 party requests that the witness sign the “Acknowledgment and Agreement to Be 22 Bound” (Exhibit A); and (2) the witness will not be permitted to keep any 23 confidential information unless they sign the “Acknowledgment and Agreement to 24 Be Bound” (Exhibit A), unless otherwise agreed by the Designating Party or 25 ordered by the court. Pages of transcribed deposition testimony or exhibits to 26 depositions that reveal Protected Material may be separately bound by the court 27 reporter and may not be disclosed to anyone except as permitted under this 28 Stipulated Protective Order; and 1 (i) to any mediator or settlement officer, and their supporting personnel, 2 mutually agreed upon by any of the parties engaged in settlement discussions. 3 4 8. PROTECTED MATERIAL SUBPOENAED OR ORDERED 5 PRODUCED IN OTHER LITIGATION 6 If a Party is served with a subpoena or a court order issued in other litigation 7 that compels disclosure of any information or items designated in this Action as 8 “CONFIDENTIAL,” that Party must: 9 (a) promptly notify in writing the Designating Party. Such notification 10 shall include a copy of the subpoena or court order; 11 (b) promptly notify in writing the party who caused the subpoena or 12 order to issue in the other litigation that some or all of the material covered by the 13 subpoena or order is subject to this Protective Order. Such notification shall include 14 a copy of this Stipulated Protective Order; and 15 (c) cooperate with respect to all reasonable procedures sought to be 16 pursued by the Designating Party whose Protected Material may be affected. 17 If the Designating Party timely seeks a protective order, the Party served 18 with the subpoena or court order shall not produce any information designated in 19 this action as “CONFIDENTIAL” before a determination by the court from which 20 the subpoena or order issued, unless the Party has obtained the Designating Party’s 21 permission. The Designating Party shall bear the burden and expense of seeking 22 protection in that court of its confidential material and nothing in these provisions 23 should be construed as authorizing or encouraging a Receiving Party in this Action 24 to disobey a lawful directive from another court. 25 26 9. A NON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE 27 PRODUCED IN THIS LITIGATION 28 9.1 Application. The terms of this Stipulated Protective Order are 1 applicable to information produced by a Non-Party in this Action and designated as 2 “CONFIDENTIAL.” Such information produced by Non-Parties in connection 3 with this litigation is protected by the remedies and relief provided by this Order. 4 Nothing in these provisions should be construed as prohibiting a Non-Party from 5 seeking additional protections. 6 9.2 Notification. In the event that a Party is required, by a valid discovery 7 request, to produce a Non-Party’s confidential information in its possession, and the 8 Party is subject to an agreement with the Non-Party not to produce the Non-Party’s 9 confidential information, then the Party shall: 10 (a) promptly notify in writing the Requesting Party and the Non- 11 Party that some or all of the information requested is subject to a confidentiality 12 agreement with a Non-Party; 13 (b) make the information requested available for inspection by the 14 Non-Party, if requested. 15 9.3 Conditions of Production. If the Non-Party fails to seek a protective 16 order from this court within 14 days of receiving the notice and accompanying 17 information, the Receiving Party may produce the Non-Party’s confidential 18 information responsive to the discovery request. If the Non-Party timely seeks a 19 protective order, the Receiving Party shall not produce any information in its 20 possession or control that is subject to the confidentiality agreement with the Non- 21 Party before a determination by the court. Absent a court order to the contrary, the 22 Non-Party shall bear the burden and expense of seeking protection in this court of 23 its Protected Material. 24 25 10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL 26 If a Receiving Party learns that, by inadvertence or otherwise, it has disclosed 27 Protected Material to any person or in any circumstance not authorized under this 28 Stipulated Protective Order, the Receiving Party must immediately (a) notify in 1 writing the Designating Party of the unauthorized disclosures, (b) use its best efforts 2 to retrieve all unauthorized copies of the Protected Material, (c) inform the person 3 or persons to whom unauthorized disclosures were made of all the terms of this 4 Order, and (d) request such person or persons to execute the “Acknowledgment and 5 Agreement to Be Bound” (Exhibit A). 6 7 11. INADVERTENT PRODUCTION OF PRIVILEGED OR OTHERWISE 8 PROTECTED MATERIAL 9 When a Producing Party gives notice to Receiving Parties that certain 10 inadvertently produced material is subject to a claim of privilege or other 11 protection, the obligations of the Receiving Parties are those set forth in Rule 12 26(b)(5)(B) of the Federal Rules of Civil Procedure. This provision is not intended 13 to modify whatever procedure may be established in an e-discovery order that 14 provides for production without prior privilege review. 15 16 12. MISCELLANEOUS 17 12.1 Right to Further Relief. Nothing in this Stipulated Protective Order 18 abridges the right of any person to seek its modification by the court in the future. 19 12.2 Right to Assert Other Objections. By stipulating to the entry of this 20 Stipulated Protective Order no Party waives any right it otherwise would have to 21 object to disclosing or producing any information or item on any ground not 22 addressed in this Stipulated Protective Order. Similarly, no Party waives any right 23 to object on any ground to use in evidence of any of the material covered by this 24 Stipulated Protective Order. 25 12.3 Filing Protected Material. A Party that seeks to file under seal any 26 Protected Material must comply with Local Rule 79-5. Protected Material may only 27 be filed under seal pursuant to a court order authorizing the sealing of the specific 28 Protected Material at issue. If a Party's request to file Protected Material under seal 1 is denied by the court, then the Receiving Party may file the information in the 2 public record unless otherwise instructed by the court. 3 4 13. FINAL DISPOSITION 5 After the Final Disposition of this Action, as defined in paragraph 4, within 6 60 days of a written request by the Designating Party, each Receiving Party must 7 return all Protected Material to the Producing Party or destroy such material. As 8 used in this subdivision, “all Protected Material” includes all copies, abstracts, 9 compilations, summaries, and any other format reproducing or capturing any of the 10 Protected Material. Whether the Protected Material is returned or destroyed, the 11 Receiving Party must submit a written certification to the Producing Party (and, if 12 not the same person or entity, to the Designating Party) by the 60 day deadline that 13 (1) identifies (by category, where appropriate) all the Protected Material that was 14 returned or destroyed and (2) affirms that the Receiving Party has not retained any 15 copies, abstracts, compilations, summaries or any other format reproducing or 16 capturing any of the Protected Material. Notwithstanding this provision, Counsel is 17 entitled to retain an archival copy of all pleadings, motion papers, trial, deposition, 18 and hearing transcripts, legal memoranda, correspondence, deposition and trial 19 exhibits, expert reports, attorney work product, and consultant and expert work 20 product, even if such materials contain Protected Material. Any such archival 21 copies that contain or constitute Protected Material remain subject to this Protective 22 Order as set forth in Section 4. 23 [continued on next page] 24 25 26 27 28 1/14. VIOLATION 2 Any violation of this Stipulated Protective Order may be punished by any and 3 appropriate measures including, without limitation, contempt proceedings and/or 4|| monetary sanctions. 5 IT IS SO STIPULATED, THROUGH COUNSEL OF RECORD. 6 7 DATED: September 20, 2024 ROPES & GRAY LLP 8 By:__/s/ Ryan H. Weinstein 9 Ryan H. Weinstein 10 Attorneys for Defendant 11 TARO PHARMACEUTICALS U.S.A., INC. 12 13 DATED: September 20, 2024. TAUER SMITH LLP

14 By: __/s/ Narain Kumar 15 Robert Tauler Narain Kumar 16 7 Attorneys for Plaintiff

ANNE HEITING

18 19 20|| FOR GOOD CAUSE SHOWN, IT IS SO ORDERED.

LEELA

DATED: 9/20/24 —

23 HON. CHARLES F. EICK

UNITED STATES MAGISTRATE JUDGE

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1 EXHIBIT A 2 ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND 3 4 I, ________________________ [print or type full name], of 5 _________________ [print or type full address], declare under penalty of 6 perjury that I have read in its entirety and understand the Stipulated Protective 7 Order that was issued by the United States District Court for the Central District 8 of California on [date] in the case of __________ [insert formal name of the 9 case and the number and initials assigned to it by the court]. I agree to 10 comply with and to be bound by all the terms of this Stipulated Protective Order 11 and I understand and acknowledge that failure to so comply could expose me to 12 sanctions and punishment in the nature of contempt. I solemnly promise that I 13 will not disclose in any manner any information or item that is subject to this 14 Stipulated Protective Order to any person or entity except in strict compliance 15 with the provisions of this Order. 16 I further agree to submit to the jurisdiction of the United States District Court 17 for the Central District of California for the purpose of enforcing the terms of this 18 Stipulated Protective Order, even if such enforcement proceedings occur after 19 termination of this action. I hereby appoint ________________________ [print 20 or type full name] of ________________________ [print or type full address 21 and telephone number] as my California agent for service of process in 22 connection with this action or any proceedings related to enforcement of this 23 Stipulated Protective Order. 24 /// 25 /// 26 /// 27 /// 28 /// 1 2 Date: ___________________________ 3 City and State where sworn and signed: ___________________________ 4 Printed name: ___________________________ 5 Signature: ___________________________ 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 FILER’S ATTESTATION 2 Pursuant to L.R. 5-4.3.4(a)(2)(i), all other signatories listed, and on whose 3 behalf this filing is submitted, concur in this filing’s content and have authorized 4 this filing. /s/ Ryan H. Weinstein 5 Ryan H. Weinstein 6

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