A Court authorized the Notice because you have a right to know about three proposed Settlements that are part of the Class Action Settlement in this class action lawsuit, and about all of your options, before the Court decides whether to give final approval to the Settlements. The Notice explains the Class Action Lawsuit, the Class Action Settlement, and your legal rights. Information regarding the California Attorney General Settlement begins with Question 26.

You may be able to recover money in the $65,877,600 Class Action Settlement if you are a consumer or a third party payor who paid for or reimbursed all or part of the cost of Provigil® or modafinil in Alabama, Arizona, California, District of Columbia, Florida, Hawaii, Illinois, Iowa, Kansas, Kentucky, Louisiana, Maine, Massachusetts, Michigan, Minnesota, Mississippi, Nebraska, Nevada, New Mexico, New York, North Carolina, North Dakota, South Dakota, Tennessee, Utah, Vermont, West Virginia and Wisconsin during the period from June 24, 2006 through August 8, 2019.

In a class action, one or more people called Class Representatives sue on behalf of a group or a “class” of people who have similar claims. In a class action, the court resolves the issues for all Class Members, except for those who exclude themselves from the Class.

This Class Action Lawsuit claims that Defendants engaged in a course of conduct to delay the sale of generic versions of Provigil® (modafinil). The lawsuit claims this conduct violated state antitrust and consumer protection laws by delaying the entry into the market of low-cost generic versions of Provigil®. Defendants deny all of these claims. The Court has not made any determinations regarding the merits of the case.

Judge Mitchell S. Goldberg of the U.S. District Court for the Eastern District of Pennsylvania is overseeing this lawsuit. The case is known as Vista Healthplan, Inc., et al., v. Cephalon, Inc. et al., Civil No. 06-CV-01833. The people who sued are called the Plaintiffs. The Defendants are Cephalon, Inc., Teva Pharmaceutical Industries, Ltd., Teva Pharmaceuticals USA, Inc., Barr Pharmaceuticals, Inc., Mylan Pharmaceuticals Inc. and Mylan, Inc. (formerly known as Mylan Laboratories, Inc.), and Ranbaxy Laboratories, Ltd. and Ranbaxy Pharmaceuticals, Inc.

Provigil® and generic version of Provigil® (modafinil) are wakefulness-promoting drugs that are primarily prescribed for the treatment of certain sleep disorders, including narcolepsy, sleep apnea and shift work disorder. This case does not involve the safety or effectiveness of Provigil® or generic versions of Provigil®.

You are a Class Member if you fit the Class definition below:

All persons or entities in Alabama, Arizona, California, District of Columbia, Florida, Hawaii, Illinois, Iowa, Kansas, Kentucky, Louisiana, Maine, Massachusetts, Michigan, Minnesota, Mississippi, Nebraska, Nevada, New Mexico, New York, North Carolina, North Dakota, South Dakota, Tennessee, Utah, Vermont, West Virginia and Wisconsin who purchased and/or paid for Provigil® or generic versions of Provigil® (modafinil) intended for consumption by themselves, their families, or their members, employees, plan participants, beneficiaries or insureds during the period from June 24, 2006 through August 8, 2019.

“Purchased” in this case means you paid or reimbursed for some or all of the purchase price of the cost of the drug. For example, a consumer who paid a co-payment, or an insurance company who reimbursed one of its members for the purchase of the drug.

Defendants, their subsidiaries, affiliates and employees are not included.

Governmental entities also are not included (except government funded employee benefit plans).

Insured individuals covered by plans imposing a flat dollar co-pay that was the same dollar amount for generic as for brand drug purchases are not included.

Insured individuals who purchased only generic modafinil (not branded Provigil®) pursuant to a fixed co-pay applicable to generic drugs are not included.

Fully insured health plans (plans that purchased insurance from another third party payor covering 100% of the plan’s reimbursement obligations to its members) are not included.

United Healthcare Services, Inc., including its subsidiaries, is not included.

For purposes of the Cephalon Settlement, certain third-party payors who entered into a separate settlement agreement with the Cephalon Defendants (known as the “Settling Health Plans” in the Cephalon Settlement) are not included.

Generally, consumers who paid any amount for Provigil® or generic versions of Provigil® (modafinil), including co-pays and co-insurance, are included in the Settlements.

You purchased and/or paid for Provigil® or generic versions of Provigil® (modafinil) if you were:

(a) An uninsured consumer who paid all of the purchase price of the prescription; or

(b) An insured consumer who made a co-payment or other partial out-of-pocket payment, or paid the entire cost because you had not met a deductible amount under your health plan.

However, insured individuals covered by plans imposing a flat dollar co-pay that was the same dollar amount for generic as for brand drug purchases are not included.

Also, insured individuals who purchased only generic modafinil (not branded Provigil®) pursuant to a fixed co-pay applicable to generic drugs are not included.

Third-Party Payors (“TPPs”), such as insurers and employee welfare benefit plans, are included in the Class to the extent that they paid or reimbursed all or part of the cost of Provigil® or generic versions of Provigil® (modafinil) for their members, employees, insureds, participants or beneficiaries. This may also include third-party administrators, health maintenance organizations, self-funded health and welfare plans that paid some portion of the cost of Provigil® or generic versions of Provigil® for employees or family members of employees insured under these plans. Entities with self-funded plans that contract with a health insurance company or other entity to serve as a third-party claims administrator to administer their prescription drug benefits, qualify as TPPs. Fully insured health plans or plans that purchased insurance from another entity covering 100% of the plan’s reimbursement obligations to its members are not included in the Class. United Healthcare Services, Inc., including its subsidiaries, is also not included. And, for purposes of the Cephalon Settlement, certain third-party payors who entered into a separate settlement agreement with the Cephalon Defendants (known as the “Settling Health Plans” in the Cephalon Settlement) are not included; however, the Settling Health Plans may file a claim to recover monies from the Mylan and Ranbaxy Settlements.

In general, if you are a consumer, you can submit claims for any purchases you made of Provigil or modafinil during the class period if those purchases were completed or filled in one of the eligible states, and for any mail order purchases if they occurred while you were living in one of the eligible states. Likewise, for Third-Party Payors, you can submit claims for any purchases or reimbursements of Provigil or modafinil during the class period if those purchases were completed or filled by a Third-Party Payor’s member in an eligible state, or for any mail order purchases if they were sent to the member while they were living in one of the eligible states. If you are still not sure whether you are included, you can get more information on this website, or get help by calling or writing the Settlement Administrator listed in Question 25.

The Defendants settled with Plaintiffs for a total of $65,877,600. After deducting attorneys’ fees, expenses of the litigation, administrative costs, and payments to Class Representatives (see Question 20), the net fund remaining will be distributed to consumers and TPPs who submit valid and timely claim forms. In general, consumers shall receive approximately 14% of the net fund, and TPPs will receive approximately 86% of the net fund (these percentages may vary depending on the number and amounts of claims submitted). Specifically, the consumer portion of the settlement fund shall equal: (a) 14% of the $14,377,600 Mylan Settlement; (b) 14% of the $3,500,000 Ranbaxy Settlement; and (c) 14% of $125,000,000 (which represents the total amount that the Cephalon Defendants paid to settle the claims asserted in this case including the $77,000,000 separate settlement with the Settling Health Plans). Therefore, before deducting attorneys’ fees, expenses of the litigation, administrative costs, and payments to Class Representatives, the consumer portion of the settlement fund will equal approximately $20,000,000, and the TPP portion of the settlement fund will equal approximately $46,000,000. For more details, please see End-Payors’ Plan of Allocation, which is available on the Court Documents page of this website.

Moreover, certain third-party payors (known as the “Settling Health Plans” or “SHPs”) entered into a separate settlement with the Cephalon Defendants (“SHP Settlement”). As part of the SHP Settlement, the Plaintiffs in this case and the SHPs have agreed to a separate “true-up agreement” applicable to the Cephalon settlement only, which, depending on the SHPs’ pro rata share of Provigil®/modafinil reimbursements, would entitle the SHPs to receive funds from the TPP allocation in this case or would require the SHPs to contribute a portion of their funds from the SHP Settlement to the TPP allocation in this case. Additional information is available on the SHP True-Up Agreement available on the Court Documents page of this website.

For consumers, your recovery will generally be calculated based on how much you paid for Provigil® and generic versions of Provigil® (modafinil) from June 24, 2006 through August 8, 2019, compared to the amount paid by all other consumers who file valid and timely claim forms. A few exceptions and restrictions apply to consumer recoveries (see End-Payors’ Plan of Allocation on the Court Documents page for more details). For TPPs, your recovery will generally be based on how much you paid for Provigil® and generic versions of Provigil® (modafinil) from June 24, 2006 through August 8, 2019, compared to the amount paid by all other TPPs who file valid and timely claim forms. TPP payments also may be affected by the SHP Settlement (see Question 8 above). Details of how your recovery will be calculated can be found in the End-Payors’ Plan of Allocation, which is available on the Court Documents page of this website.

Yes. The Class Action Settlement is separate from, and in addition to, the previous $35,000,000 State Attorneys General Settlement. Thus, even if you recovered money in the State Attorneys General Settlement, you may still be eligible to receive a payment from the Class Action Settlement (but note that the amount of your recovery in the State Attorneys General Settlement will be taken into account in calculating your final recovery in this claim process – see End-Payors’ Plan of Allocation on the Court Documents page for more details). And if you did not participate in the State Attorneys General Settlement, you may still participate in the Class Action Settlement in this case. Also, if you opted out (or excluded) yourself from the State Attorneys General Settlement, you may still participate in this case. Furthermore, the previous $35,000,000 State Attorneys General Settlement is separate and independent from the current CAAG $69,000,000 Settlement, described in more detail beginning with Question 26. You may be eligible to receive a payment in the Class Action Settlement as well as the CAAG Settlement (but note that the amount of your recovery in the CAAG Settlement will be taken into account in calculating your final recovery in this claim process – see End-Payors’ Plan of Allocation on the Court Documents page for more details).

To be eligible to receive a payment if the Court approves the Class Action Settlement, you must complete and submit a valid Claim Form. Claim Forms should be mailed to the address below and must be received by January 15, 2020. You can download or print a copy of the Claim Form on the Claim Form page of this website or you may request a copy of the Notice and Claim Form to be mailed to you by calling 1-877-241-7503 or writing to the address below and requesting a Claim Form.

You may also submit a completed Claim Form online on this website. If you submit a Claim Form online, you must do it by January 15, 2020.

If you do nothing, you won’t get any money from the Class Action Settlement. But, unless you exclude yourself, you won’t be able to start a lawsuit or be part of any other lawsuit against the Defendants for the claims being resolved by these Settlements.

If the three Settlements included in the Class Action Settlement become final, you will be releasing the Defendants from all the claims identified in the Settlement Agreements. The Settlement Agreements are available at on the Court Documents page of this website. The Settlement Agreements describe the released claims with specific descriptions, in accurate legal terminology, so read them carefully.

If you decide to exclude yourself from the Class, you will be free to sue the Defendants on your own for the claims being resolved by the Class Action Settlement. However, your lawsuit shall still be subject to all possible defenses (including that the lawsuit is not timely), you will not receive any money from the Settlements, and Class Counsel will no longer represent you. If you want to receive money from the Settlements, do not exclude yourself, and file a Claim Form.

You can exclude yourself from the Class by sending a written “Request to Opt Out” to the Settlement Administrator so that it is received by December 6, 2019. Your written request must include:

Requests to exclude yourself from the Class must be sent to the following address:


You may not exclude Class Members other than yourself. Moreover, group or classwide exclusions are not permitted.

Yes. If you are a Class Member, and you have not requested to exclude yourself from the Class, you may object to any aspect of the Class Action Settlement, including the fairness of the Settlements, the End-Payors’ Plan of Allocation, and/or Class Counsel’s requests for attorneys’ fees, expenses, and Class Representatives’ incentive awards.

To object to the Class Action Settlement, you (or your lawyer if you have one) must file a written objection with the Court and send the objection to the counsel identified below. You must file your objection on or before January 15, 2020. Your written objection can include any supporting materials, papers, or briefs that you want the Court to consider. Your written objection must include:

You must file your objection with the Court (address immediately below) and mail copies to the six counsels’ addresses below so that it is received by January 15, 2020.

Any lawyer representing a Class Member for the purpose of making objections must also file a Notice of Appearance with the Court and mail the Notice to Counsel (see Question 24).

To object to the Class Action Settlement, you must remain a Class Member. An objection allows your views on the Settlements to be heard in Court. You will be bound by the terms and conditions of the Settlements if the Settlements are approved, even if the Court rules against your objection.

When you exclude yourself or opt out, you are no longer a Class Member. You will not be subject to the terms and conditions of the Settlements. You lose the right to object to the Settlements and you will not receive any payment from the Settlements. However, you keep your right to sue the Defendants for the same claims in another lawsuit.

Yes. The Court has appointed lawyers to represent you and other Class Members. These lawyers are called Class Counsel. You do not have to pay for Class Counsel. They will ask the Court to approve an award for fees and expenses to be paid out of the Settlement Fund. The following attorneys and law firms are Co-Lead Class Counsel for the Class:

Class Counsel will request an award from the Court for attorneys’ fees of up to one-third of the total amount of the Settlement Funds plus any accrued interest, plus reimbursement for the costs and expenses they advanced in litigating the case. All awards for attorneys’ fees and expenses shall be paid from the Settlement Funds after the Court approves them. In addition, pursuant to an agreement between Class Counsel and the lawyers for the Settling Health Plans or SHPs (a group of TPPs who separately settled with the Cephalon Defendants), Class Counsel received 40% of the fees paid to the SHP’s lawyers from their separate agreement with the Cephalon Defendants. The fees paid pursuant to this agreement are separate from any attorney fees the Court awards to Class Counsel from the Settlement Funds in this case. Further, also pursuant to the agreement between the SHPs’ lawyers and Class Counsel, Class Counsel will pay the SHPs’ lawyers approximately 32.2% of any fees awarded by the Court in connection with the settlement with the Cephalon Defendants.

Class Counsel will also request awards be paid to the Class Representatives who worked with the Class Counsel on behalf of the entire Class. For the Consumer Class Representative, Class Counsel will request an award of $15,000. For the four Third-Party Payor Class Representatives, Class Counsel will request an award of $50,000 each.

You do not need to hire your own lawyer, but if you hire a lawyer to speak for you or appear in Court, your lawyer must file a Notice of Appearance (see Question 24). If you hire your own lawyer, you will have to pay for that lawyer at your own expense.

The Court will hold a Final Approval Hearing on February 26, 2020, at 10:00 a.m., at the United States District Court for the Eastern District of Pennsylvania, James A. Byrne Courthouse, 601 Market Street, Courtroom 4-B, Philadelphia, Pennsylvania 19106. The Court may reschedule the Final Approval Hearing without further written notice, so you should check this website for updates or call 1-877-241-7503 if you want to find out if the Final Approval Hearing has been rescheduled.
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The purpose of the Final Approval Hearing is to:

No. Attendance is not required. Class Counsel is prepared to answer questions on your behalf. Class Members who filed and served written objections may (but do not have to) appear at the Final Approval Hearing, in person or through an attorney hired at their own expense.

Yes, anyone can attend the Final Approval Hearing and watch. If you want to appear at the Final Approval Hearing and object, in person or through an attorney hired at your own expense, you need to file a Notice of Intent to Appear with the Court, as well as mail the Notice of Intent to Appear to the addresses listed in Question 17 so that it is received by January 15, 2020. The Notice of Intent to Appear must contain the following information:

Copies of the Settlement Agreements, End-Payors’ Plan of Allocation, Claim Forms, and other important documents are available on this website. You may also write to Vista Healthplan v. Cephalon, c/o A.B. Data, Ltd., P.O. Box 170300, Milwaukee, WI 53217-8091, email info@ProvigilSettlement.com, or call the Settlement Administrator at 1-877-241-7503.

Complete copies of public pleadings, Court rulings, and other filings are available for review and copying at the Clerk’s office. The address is United States District Court for the Eastern District of Pennsylvania, James A. Byrne Courthouse, 601 Market Street, Philadelphia, Pennsylvania 19106.

Eligible California consumers have similar rights under the California Attorney General (the “CAAG”) Settlement as they do in the Class Action Settlement. You may exclude yourself and receive no benefits, but you retain any rights you currently have to sue Teva Pharmaceutical Industries Ltd. and its wholly-owned subsidiaries Cephalon, Inc., Teva Pharmaceuticals USA, Inc., and Barr Laboratories, Inc. (“Teva Defendants”), about the claims in this case; you may write to the Court to Object to the settlement; and you may ask to speak in Court to voice your opinion of the settlement. However, if you do nothing, you will not receive a payment and will give up any rights to sue the Teva Defendants on the claims in the CAAG lawsuit.

A. You received Notice because you have a right to know about the proposed CAAG Settlement similar to your rights in the class action as explained in Question 1, above.

B. The CAAG’s lawsuit (State of CA v. Teva Pharmaceutical Industries, Ltd., Civil No. 19-CV-03281) against the Teva Defendants was filed in the U.S. District Court for the Eastern District of Pennsylvania, a copy of which is available at www.ProvigilSettlement.com/CA. The CAAG has alleged that Defendants engaged in a course of conduct to delay the sale of generic versions of Provigil® (modafinil) that included the introduction of Nuvigil®, a wakefulness-promoting drug similar to Provigil®, and that this conduct violated federal and state antitrust and consumer protection laws.

C. You are eligible to submit a claim if you purchased and/or paid for Provigil®, Nuvigil®, and/or modafinil as a caregiver or for your personal consumption in any state from June 24, 2006 through December 31, 2012 and you were a California resident at the time of each purchase. Your purchases of these drugs are eligible regardless of the out-of-pocket costs you paid, even if you were partially or fully reimbursed by insurance. Defendants, their officers, subsidiaries and affiliates are not eligible to submit a claim. The judge and his immediate family are not eligible to submit a claim.

D. You may also be eligible to submit a claim and receive payment from the Class Action Settlement described in the Notice if you meet the requirements.

E. A $25,250,000 Settlement Fund will be established by the CAAG Settlement and will be distributed to California consumers who submit valid and timely claim forms. Details regarding the CAAG Settlement Plan of Allocation are available on the Court Documents page at www.ProvigilSettlement.com/CA. Your recovery will be calculated based on a fixed amount for each eligible prescription of Provigil®, Nuvigil®, and/or modafinil that was purchased from June 24, 2006 through December 31, 2012. Complete details of how your recovery will be calculated can be found in the CAAG Settlement Plan of Allocation available at www.ProvigilSettlement.com/CA.

F. To be eligible to receive a payment if the Court approves the CAAG Settlement, you must complete and submit a valid Claim Form. Claim Forms should be mailed to the address below and must be received by January 15, 2020. You can get a Claim Form at www.ProvigilSettlement.com/CA or by calling 1-877-241-7503 or writing to the address below and requesting a Claim Form.

You may also submit a completed Claim Form online at www.ProvigilSettlement.com/CA. If you submit a Claim Form online, you must do it by January 15, 2020. G. If you do nothing, you won’t get any money from the CAAG Settlement.

H. If the CAAG Settlement becomes final, you will be releasing the Defendants from all the claims identified in the CAAG Settlement Agreement. The CAAG Settlement Agreement is available at www.ProvigilSettlement.com/CA. The CAAG Settlement Agreement describes the released claims with specific descriptions, in accurate legal terminology, so read them carefully.

I. You must exclude yourself if you wish to sue the Teva Defendants on your own for the claims being resolved in the CAAG Lawsuit and Settlement. You will not be part of the CAAG Settlement if you exclude yourself from the Settlement. You can exclude yourself from the CAAG Settlement by sending a written “Request to Opt Out” to the Settlement Administrator so that it is received by December 6, 2019. Your written request must include:


Requests to exclude yourself from the CAAG Settlement must be sent to the following address:



J. California residents may object to the CAAG Settlement, any aspect of the Settlement, the fairness or adequacy of the Settlement, and/or the Plan of Allocation. To object to the Settlement, you (or your lawyer if you have one) must file a written objection with the Court and send the objection to the counsel identified below. You must file your objection on or before January 15, 2020. Your written objection can include any supporting materials, papers, or briefs that you want the Court to consider. Your written objection must include:


You must file your objection with the Court and mail copies to the three addresses below so that it is received by January 15, 2020.


Any lawyer representing a California resident for the purpose of making objections must also file a Notice of Appearance with the Court and mail the Notice to Counsel. If you hire your own lawyer, you will have to pay for that lawyer at your own expense.

K. For information regarding the Final Approval Hearing, See Questions 22-24. The instructions for the Class also apply to California residents who are eligible to claim in the California Attorney General Settlement.

L. The Notice only summarizes the CAAG Settlement. You can get a copy of the Settlement Agreement, Plan of Allocation, Claim Forms, and other important documents at www.ProvigilSettlement.com/CA. You may also write to State of CA v. Teva, c/o A.B. Data, Ltd., P.O. Box 170300, Milwaukee, WI 53217-8091, email info@ProvigilSettlement.com, or call the Settlement Administrator at 1-877-241-7503.

Complete copies of public pleadings, Court rulings, and other filings are available for review and copying at the Clerk’s office. The address is United States District Court for the Eastern District of Pennsylvania, James A. Byrne Courthouse, 601 Market Street,

Philadelphia, Pennsylvania 19106.