On March 29, 2018, the initial complaint was filed in the Court against Celgene and certain of Celgene’s officers, asserting violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, 15 U.S.C. §§ 78j(b) and 78t(a) (“Exchange Act”), and Rule 10b-5 promulgated thereunder, 17 C.F.R. § 240.10b-5.
On September 26, 2018, the Court appointed AMF Pensionsförsäkring AB as Lead Plaintiff pursuant to the Private Securities Litigation Reform Act of 1995 (“PSLRA”) and appointed Lead Plaintiff’s selection of counsel – Kessler Topaz Meltzer & Check, LLP as lead counsel and Carella, Byrne, Cecchi, Olstein, Brody & Agnello, P.C. and Seeger Weiss, LLP as co-liaison counsel.
On December 10, 2018, Lead Plaintiff filed the Amended Consolidated Class Action Complaint (“Amended Complaint”) against Celgene, Mark J. Alles, Scott A. Smith, Peter N. Kellogg, Terrie Curran, Jacqualyn A. Fouse, Philippe Martin, Nadim Ahmed, Jonathan Q. Tran, Robert J. Hugin, and Peter Callegari, M.D. Like the initial complaint, the Amended Complaint asserted violations of Sections 10(b) and 20(a) of the Exchange Act, 15 U.S.C. §§ 78j(b) and 78t(a), and Rule 10b-5 promulgated thereunder, 17 C.F.R. § 240.10b-5. Defendants moved to dismiss the Amended Complaint on February 8, 2019.
Pursuant to Stipulation and Order of the Court, Lead Plaintiff was permitted to amend the Amended Complaint to remove a single allegation. On February 27, 2019, Lead Plaintiff filed the Second Amended Consolidated Class Action Complaint (“Second Amended Complaint”).
On April 9, 2019, Lead Plaintiff opposed Defendants’ motion to dismiss and, on May 9, 2019, Defendants filed a reply in support of their motion to dismiss. By Order dated December 19, 2019, the Court granted in part and denied in part Defendants’ motion to dismiss (“MTD Ruling”). The MTD Ruling dismissed: (i) Lead Plaintiff’s allegations as to a drug referred to as GED-0301; (ii) a number of alleged misstatements concerning Otezla and Ozanimod; (iii) Lead Plaintiff’s Section 10(b) and Rule 10b-5 claims against Mark J. Alles, Peter N. Kellogg, Nadim Ahmed, Peter Callegari, M.D., Jonathan Q. Tran, Jacqualyn A. Fouse, and Robert J. Hugin; and (iv) Lead Plaintiff’s Section 20(a) claims.
On March 5, 2020, Defendants filed their Answer to the Second Amended Complaint, denying all claims and wrongdoing asserted, as well as any liability arising out of the conduct alleged in the Second Amended Complaint. The Defendants also asserted several affirmative defenses to the claims made in the Second Amended Complaint. Thereafter, the parties pursued discovery concerning their respective claims and defenses.
On May 1, 2020, Lead Plaintiff filed a motion for class certification. Defendants opposed Lead Plaintiff’s motion on June 25, 2020, and Lead Plaintiff filed a reply in further support of its motion on July 31, 2020. By Order and Opinion entered on November 30, 2020 (together, the “Class Certification Order”), the Court granted Lead Plaintiff’s motion, certifying a Class consisting of all persons and entities who purchased the common stock of Celgene between April 27, 2017 and April 27, 2018, and were damaged thereby. Excluded from the Class are:
(i) Celgene; (ii) any directors and officers of Celgene during the Class Period and members of their immediate families; (iii) the subsidiaries, parents and affiliates of Celgene; (iv) any firm, trust, corporation or other entity in which Celgene has or had a controlling interest; and (v) the legal representatives, heirs, successors and assigns of any such excluded party. In addition, the Class Certification Order appointed Lead Plaintiff as Class Representative and appointed Kessler Topaz Meltzer & Check, LLP as Class Counsel and Carella, Byrne, Cecchi, Olstein, Brody & Agnello, P.C. and Seeger Weiss, LLP as Co-Liaison Counsel for the Class.
On December 14, 2020, Defendants filed a petition with the Third Circuit Court of Appeals for permission to appeal the Class Certification Order. The Third Circuit denied without prejudice Defendants’ petition on March 2, 2021.
On July 9, 2021, Class Representative filed a Motion for Leave to Amend the Second Amended Complaint. On February 24, 2022, Magistrate Judge James B. Clark,III granted the Motion for Leave to Amend the Second Amended Complaint. Class Representative then filed the Third Amended Consolidated Class Action Complaint on March 1, 2022. On March 9, 2022, Defendants appealed Magistrate Judge Clark's decision granting the Motion for Leave to Amend the Second Amended Complaint to the District Court. . On August 30, 2021, Defendants filed a Motion to Modify the Class Period in Light of the Supreme Court’s Recent Decision in Goldman Sachs Group Inc. v. Arkansas Teacher Retirement System. On April 13, 2022, the Court denied Defendants' Motion to Modify the Class Period..
The Action is ongoing. The parties completed fact discovery on June 20, 2021. A trial date has not yet been set.
No court has made a ruling on the merits of Class Representative’s allegations or on Defendants’ denials and defenses.