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Home My WebLink About13-0747RITE AID HDQTRS. CORP., IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, (,~ Y Nb. ~~IVIL TERM ~~ t 7 -~~ _. vs. ~ ~: ,_ _, ~~ . - --i ~- ~ '~~ ~: ~ PATENTHEALTH, LLC, ~ CIVIL ACTION -LAW ~ _.__ ~_~? -~ _;~~ Defendant. ~ ~; :~3 -~~~ ~~=~-~~ -' ,-, ~~~ '- -, ,=. {_ NOTICE TO DEFEND =-s ~`~' - You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 Telephone: (717) 249-3166 ~ryr{ ~ ~o37s~,d ~' 1 a~~s ~~v~9 RITE AID HDQTRS. CORP, vs. PATENTHEALTH,LLC, Plaintiff, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. CIVIL TERM CIVIL ACTION -LAW Defendant. AVISO LISTED HA SIDO DEMANDADO/A EN CORTE. Si usted desea defenderse de las demandas que se presentan mas adelante en las siguientes paginas, debe tomar accion dentro de los proximos veinte (20) dias despues de la notification de esta Demanda y Aviso radicando personalmente o por medio de un abogado una comparecencia escrita y radicando en la Corte por escrito sus defensas de, y objecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tomar accion como se describe anteriormente, el caso puede proceder sin usted y un fallo por cualquier soma de dinero reclamada en la demanda o cualquier otra reclamation o remedio solicitado por el demandante puede ser dictado en contra suya por la Corte sin mas aviso adicional. Usted puede perder dinero o propiedad u otros derechos importantes para usted. LISTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO iNMEDIATAMENTE. SI LISTED NO TIENE UN ABOGADO, LLAME O VAYA A LA SIGUIENTE OFICINA. ESTA OFICINA PUEDE PROVEERLE INFORMACION A CERCA DE COMO CONSEGUIR UN ABOGADO. SI LISTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSIBLE QUE ESTA OFICINA LE PUEDA PROVEER INFORMACION SOBRE AGENCIAS QUE OFREZCAN SERVICIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUE CUALIFICAN. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 Telephone: (717) 249-3166 RITE AID HDQTRS. CORP, 30 Hunter Lane Camp Hill, PA 17011 vs. PATENTHEALTH,LLC, 8000 Freedom Avenue N.W. North Canton, OH 44720 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. CIVIL TERM Defendant. CIVIL ACTION -LAW COMPLAINT Plaintiff Rite Aid HDQTRS. Corp. ("Rite Aid"), by its undersigned attorneys, files this Complaint alleging as follows: PARTIES 1. Rite Aid is a Delaware corporation with its principal place of business at 30 Hunter Lane, Camp Hill, Pennsylvania 17011. 2. On information and belief, defendant PatentHEALTH, LLC ("PatentHEALTH") is an Ohio limited liability corporation with a principal place of business at 8000 Freedom Avenue N.W., North Canton, Ohio 44720. JURISDICTION AND VENUE 3. This court has jurisdiction pursuant to 42 Pa.C.S. §931(a). 4. Venue in this Court is proper because the cause of action arose in Cumberland County and a transaction or occurrence took place out of which the cause of action arose in Cumberland County. The parties have also agreed that any lawsuit brought with regard to the Guaranteed Sales Agreement, executed between the parties must be venued in this Court: "Any lawsuit brought with regard to this Guaranteed Sales Agreement will be venued in the Court of Common Pleas, Cumberland County, Pennsylvania." A true and correct copy of the Guaranteed Sales Agreement ("GSA"), a valid and enforceable written contract, is attached to this Complaint as Exhibit A. RELEVANT FACTS 6. Rite Aid is a national drug store chain with its principal office in Cumberland County, Pennsylvania. 7. At all times relevant to this Complaint, PatentHEALTH was involved in the manufacture, sale and/or distribution of nutraceuticals and over-the-counter drugs. In 2001, PatentHEALTH became a new vendor of Rite Aid and began to sell PatentHEALTH products in Rite Aid stores. To govern this relationship, Rite Aid and PatentHEALTH entered into a series of agreements during the course of their relationship. Included among these agreements was the GSA dated July 19, 2010, in which PatentHEALTH "guarantee[d] the sale of [PatentHEALTH's] product to Rite Aid at both Customer Service Centers (i.e. distribution centers) and retail locations." See Exhibit A. 9. Under the GSA, Rite Aid had the right to return all unsold product to PatentHEALTH for a cash refund. 10. PatentHEALTH also entered into a Rite Aid Returns Agreement providing a method for the return of any damaged, defective, outdated or discontinued product. A true and correct copy of the Rite Aid Returns Agreement is attached as Exhibit B. 11. In 2012, PatentHEALTH discontinued shipping its product to Rite Aid. -2- 12. On information and belief, PatentHEALTH sharply reduced its efforts to market its products to consumers. 13. As of February 12, 2013, PatentHEALTH's account reflects a $255,808.35 negative balance based on charges that PatentHEALTH agreed to pay to Rite Aid. A true and correct copy of the current statement of account is attached hereto as Exhibit C. 14. Additionally, Rite Aid is still holding over $160,000 worth of product that it is entitled to return to PatentHEALTH in exchange for a cash payment. 15. As of the date of the filing of this Complaint, PatentHEALTH is in breach of its agreement with Rite Aid because it refuses to pay Rite Aid the negative account balance. COUNT 1 BREACH OF CONTRACT Rite Aid vs. PatentHEALTH 16. Rite Aid incorporates the averments in paragraphs 1 through 15 above as if fully set forth herein. 17. As noted above, in or about July of 2010, Rite Aid and PatentHEALTH entered into an agreement as evidenced by the Guaranteed Sales Agreement, the Rite Aid Returns Agreement. 18. The agreements Rite Aid entered into with PatentHEALTH were valid and enforceable. 19. Rite Aid has performed all conditions precedent under all agreements with PatentHEALTH. 20. As of February 12, 2013, PatentHEALTH has a negative account balance of $255,808.35 and Rite Aid seeks to return over $160,000 of additional product. -3- 21. Despite repeated requests and attempts to resolve this matter, PatentHEALTH refuses to pay the negative account balance to Rite Aid. 22. PatentHEALTH is in breach of its contract with Rite Aid because it has failed to pay the negative balance on its account. 23. PatentHEALTH's conduct is without excuse or justification. 24. As of February 12, 2013, Rite Aid has suffered damages in excess of $255,808.35 due to the breaches of PatentHEALTH. WHEREFORE, Rite Aid requests judgment in an amount in excess of $255,808.35, plus interest, costs and all other amounts deemed appropriate by the Court. COUNT II UNJUST ENRICHMENT Rite Aid vs. PatentHEALTH 25. Rite Aid incorporates the averments in paragraphs 1 through 24 above as if fully set forth herein. 26. In the event PatentHEALTH contends no contractual relationship exists, Rite Aid is entitled to recover the outstanding amounts to prevent PatentHEALTH from being unjustly enriched. 27. As is customary in the industry, PatentHEALTH was to pay for certain fees associated with the sale of its product. 28. Rite Aid has a reasonable expectation to be paid the negative balance comprising such fees and for the unsold product it is currently holding. 29. In the event the contracts are deemed to be unenforceable, Rite Aid has no adequate remedy at law. -4- 30. PatentHEALTH reasonably should have expected to pay these fees as such fees are custom in the industry. Further, PatentHEALTH reasonably should have expected to permit returns of its product and to pay certain fees related to those returns. 31. It would be inequitable for PatentHEALTH to receive the benefit of the amounts still owed to Rite Aid. 32. Rite Aid is entitled to collect the outstanding balance, plus interest, from PatentHEALTH under the doctrine of unjust enrichment. 33. PatentHEALTH's wrongful conduct has caused damage to Rite Aid. WHEREFORE, Rite Aid requests judgment in its favor and against PatentHEALTH in an amount in excess of $255,808.35, plus interest, costs and all other amounts deemed appropriate by the Court. COUNT III BREACH OF CONTRACT -SPECIFIC PERFORMANCE Rite Aid vs. PatentHEALTH 34. Rite Aid incorporated by reference the averments in paragraphs 1-33 above as if sully set forth herein. 35. As evidenced by the GSA, a copy of which is attached as Exhibit A, Rite Aid has the right to return all unsold Product to PatentHEALTH at PatentHEALTH's expense in exchange for a cash payment by PatentHEALTH to Rite Aid. 36. To date, PatentHEALTH has refused to make payments that it is obligated to make to Rite Aid. Rite Aid is currently in possession of PatentHEALTH Product that it desires to return. 37. Rite Aid has a reasonable fear that PatentHEALTH will refuse to accept the return of its Product and/or to pay for the return of that Product. -5- 38. As a result of this, Rite Aid will be left with more than $160,000 worth of Products in its stores, all of which Rite Aid is entitled to return to PatentHEALTH but that it will be unable to do so due to PatentHEALTH's failure to honor its agreements with Rite Aid. WHEREFORE, Rite Aid requests judgment in the form of an order of specific performance compelling PatentHEALTH to accept the return of all Product for which Rite Aid has paid but which has not yet been sold at PatentHEALTH's expense and compelling PatentHEALTH to make a cash payment to Rite Aid in an amount of not less than $160,000 for the amount of that Product. i PEPPER HAMILTON LLP ~ 100 Market Street, Suite 200 P.O. Box 1181 Harrisburg, PA 17108-1181 717.255.1155 800.420.0618 Fax downeyb@pepperlaw. c om mullenk@pepperlaw. com Date: February 12, 2013 Attorneys for Plaintiff Rite Aid HDQTRS. Corp. -6- RITE AID GUARANTEED SALES AGREEMENT Rite Aid will consider Vendor's product(s) for distribution and sale under the terms and conditions set forth in this Agreement. In consideration of Rite Aid's agreement to review a new entry into its mix, as well as in consideration of the mutual premises contained herein, the parties agree as follows: Vendor will guarantee the sale of Vendor's product(s) to Rite Aid at both Customer Service Centers (i.e. distribution centers) and retail locations. 2. During the first ninety (90) days, or such other period as Rite Aid may determine in its sole discretion following the date if the Vendor's first delivery of product(s) to Rite Aid (the "Review Period"), Vendor's account will be on a review status to permit Rite Aid to assess the performance of the product(s). After the Review Period, Rite Aid will pay only for those product(s) that are actually sold, and Rite Aid's payment will be reduced by any and all cash discounts or other debit amounts (including, but not limited to, advertising, displays, markdowns and price protection) due to Rite Aid. If at the end of the Review Period, Rite Aid and Vendor mutually agree that the Vendor's product(s) is not selling at an acceptable rate, then Rite Aid will have the right to (a) require Vendor to review and modify Vendor's marketing plan to ensure future success and (b) extend the due date of the original invoice submitted by Vendor by a maximum of thirty (30) days. Rite Aid also has the right to require a cash payment, as described in paragraph (3) below. The foregoing rights are not exclusive. At the end of the Review Period, Rite Aid may terminate this Agreement, place the Vendor on Rite Aid's customary payment terms, or extend the Review Period if mutually agreed upon by Rite aid and Vendor. If at any time Rite Aid determines in its sole discretion that Vendor's product(s) performance continues to be unacceptable, Rite Aid will have the right to return at Vendor's expense all unsold product(s) to Vendor's facility in return for Vendor's cash payment to Rite Aid for any products for which Rite Aid has paid, but have not been sold. Vendor's payment to Rite Aid shall be made (a) by wire transfer of immediately available funds or certified check, and (b) no later than forty-five (45) days after Rite Aid has returned the product(s). 4. Upon settlement of Vendor's account, all outstanding invoices will be paid promptly, less any and all cash discounts or other debit amounts due to Rite Aid. Revised 102711007 The terms and conditions of this Agreement are in addition to, and in no way limit, Rite Aid's rights and remedies under Rite Aid's Vendor Profile, standard terms and conditions or purchase orders. In the event of inconsistency between the terms and conditions of the Agreement and any of the foregoing documents, this Agreement will govern. 6. The parties agree that Pennsylvania Iaw governs this Agreement not withstanding its conflicts of law provisions. Any lawsuit brought with regard to this Guaranteed Sales Agreement will be venued in the Court of Common Pleas, Cumberland County, Pennsylvania. 7. The parties specifically agree that 13 Pa. C.S.A. §2326 & 2327(b) are inapplicable and that Vendor will accept returned goods in their "as-is" condition. 8. All returns are at risk of vendor. 9. Vendor can not assign any product covered by this Agreement to any third party without the express written consent of a Vice President of Category Management. Rite Aid is enthusiastic about the opportunity to distribute product(s) into the marketplace. Rite Aid wishes you every success in your endeavor to provide a product that is unique. Please allow Rite Aid to assist you in your distribution needs by arranging for a duly authorized officer to sign and date this Agreement on behalf of your company, and return the executed letter to Rite Aid's Merchandising Department. Vendor: PatentHEALTH, LLC By: Authori d Signa e Date: `~~~~~ ~ j~ Title: V ~ ~~r ~5 b- ~L1 ~~~~27~' •'t Revised 10/22/2007 RITE AID RETURNS AGREEMENT Please note: A Seaarate Returns Agreement must be filled out for each vendor number Company Name: PatentHEALTH, LLC Contact Name: Geof Schuetz Phone#330-417-4898 Fax #330-966-5715 Vendor Number. 33872 E-Mail Address: grschuefz~patenthealth.com Invoice Address: 3939 Everhard Road N.W. Canton OH 44709 Shipping Address: Category Manager. Ric Clarke Associate Category Manager. TERMS OF AGREEMENT: A. Unsalable Merchandise 1. All vendors will be charged the following processing fees for damaged, defective, outdated, and discontinued goods. These fees are based on the findings from the Joint Industry Task Force Study (JIR): DPC (Direct Product Cost) $0.085 Post Damage $0.111 Ops through Scan: 0.101 $0.297 2. All vendors must determine a method of disposition for their unsaleable products. Based on the CODE/DESCRIPTIONS listed bek~vv, the vendor representative will check (X} the method his/her company has authorized Rite Aid to use. The additional charge, shown in () at the end of the description, will be added to the charges above. CODE COPT X_ DONA SHBK NOTE: Any product remaining in the reclamation centers for 45 days from the date of invoice, without a Return Authorization Number, will be disposed of at the discretion of Rite Aid Corporation. Rite Aid Corporation will not entertain ANY n3quests for payback of product that falls into this category. 3. All products will be billed at Rite Aid's current fist cost + JIR billing factors (DPC, Post Damage Handling, RCC Charges, Disposition Charges) unless otherwise agreed to in writing by Rite Aid Corporation. Vendor billing is not to exceed 930% of Rite Aid's list cost. Freight wiA be shipped on Rite Aid's preferred carriers. All freight costs will be charged bads to the vendor. DESCRIPTION lJlR COSTI Scan and disposition is left up to the discretion of Rite Aid ($0.020) Scan and donate ($0.030) Scan and ship bads to vendor ($0.180) OPEN RA# REl3UIRED WITH THIS OPTION RA# Rev 10/23f07 4. All changes to policies must be in writing to Rite Aid Corporation. Approved policy changes will take effect within 30 days following their approval. 5. All vendors will agree to forward a copy of their current nations! policy regarding reclamation to be reviewed by Rite Aid Corporation. This will be sent to: Rite Ald Corporation 30 Hunter Lane Camp Hill, PA 17011 Attention: Manager, Front End Returns 6. Ail damaged and outdated invoices are available through the Rite Aid Paperless Invoice System using the Carolina Supply Chain Services Website at wuvw.carolinasucu>Ivchainservices corn. Vendors should contact the Manager, Frorit End Returns, at 71 T-214-8832 to request setup of their Company's authorized user. (See Page 3} B. Recall Merchandise Please trots: The dispositlons on page 1 D NOT apply to recalls. A separate agreement MUST be filled out for ail recalls at the time the recall is being activated. This allows a vendor to have a separate disposltlon on recalls than they have on damaged and outdated returns. 1. All recall invoices are available through the Rite Aid Papertess Invoice System using the Carolina Supply Chain Services Website at www.carolinasuoolychainservices.com. Vendors should contact the Manager, Front End Returns, at 717-214-8832 to request setup of their Company's authorized user. (See Page 3) The signatures below by the appropriate Category Manager of Rite Aid Corporation and the vendor representative of said company denote their understanding and acceptance of the above agreement. Signature (Ve do Representative) Date PatentHEALTH LLC. Company Signature (Authorized by Rite Aid Corporation) Date Rite Aid Corporation Rey ~ azsro7 Statement Summa..... Re ort_ rY p 33872 PATENTHEALTH, LLC Reason Inv. Gross Inv. Dsc. Inv. Shortage Inv. Pricing Inv/PB/CB Net Inv. Not Due PB/CB Not Due Amt. Held 02 Recall Merchandise Returns bo.oo $0.00 E0.00 $o.oo (b664.80) Eo.00 50.00 S0.0o 06 Freight Charges $0.00 E0.00 E0.00 $0.00 ($1,033.75) $0.00 $0.00 E0.00 14 Markdowns 50.00 $0.00 $0.00 50.00 ($42,849.75) $0.00 $0.00 E0.00 25 Advertising Allowances $0.00 b0.0o $0.00 $o.oo ($10,990.80) bo.oo bo.oo bo.o0 48 Unsaleables $0.00 $0.00 $0.00 $0.00 (b189,628.87) $0.00 $0.00 $0.00 49 Recalls $o.oo $o.oo $0.00 b0.00 ($98,568.80) bo.o0 80.00 So.Oo 70 Vendor Compliance $0.00 $0.00 $0.00 E0.00 ($16,016.00) $0.00 $0.00 E0.00 DR Deferred Revenue $0.00 $o.oo $o.oo $o.oo ($1,6x8.62) Eo.OO $o.oo Eo.00 Invoices Due $108,180.00 ($2,154.96) (b432.00) $0.00 $105,593.04 $0.00 $0.00 $0.00 Totals 8108,180.00 ($2,154.96) ($432.00) $0.00 (E255,808.35) $0.00 E0.00 E0.00 Balance as of Today : (x255,808.35) Total Outstanding Balance : (x255,808.35) Total Outstanding Balance Excluding Holds : (x255,808.35) DETAIL BY REASON CODE (ALL INVOICES, PAYBACKS, CHARGEBACKS, ETC.) 33872 PATENTHEALTH, LLC Reason Inv Shortage Pricing Miscellaneous Days Over Code Reason Text TYPe Inv Number Inv Date Due Date Gross Amt Disc Amt Amt Amt Amt Net Amt Hold Due 02 Recall Merchandise Return CB 0488954 10/26/2012 10/26/2012 ($664.80) $0.00 $0.00 $0.00 $0.00 ($664.80) N 109 TOTAL (5864.80) 06 Freight Charges CB 9670503625 3/6/2012 4/11/2012 ($21.98) $0.00 $0.00 $0.00 $0.00 ($21.98) N 307 06 Freight Charges CB 7770534100 5/7/2012 6/7/2012 ($18.48) $0.00 $0.00 $0.00 $0.00 ($18.48) N 250 06 Freight Charges CB 9670551985 6/7/2012 7/6/2012 ($5.62) $0.00 $0.00 $0.00 $0.00 ($5.62) N 221 06 Freight Charges CB 7770565821 6/25/2012 7/18/2012 ($4.62) $0.00 $0.00 $0.00 $0.00 ($4.62) N 209 06 Freight Charges CB 9670566392 6/27/2012 7/23/2012 ($5.32) $0.00 $0.00 $0.00 $0.00 ($5.32) N 204 06 Freight Charges CB 7770584075 7/26/2012 8/15/2012 ($36.93) $0.00 $0.00 $0.00 $0.00 ($36.93) N 181 06 Freight Charges CB 9670584242 7/26/2012 8/17/2012 ($4.68) $0.00 $0.00 $0.00 $0.00 ($4.68) N 179 2/12/2013 Page 1 of 5 DETAIL BY REASON CODE (ALL INVOICES, PAYBACKS, CHARGEBACKS, ETC.) 33872 PATENTHEALTH, LLC Reason I^v Shortage Pricing Miscellaneous Days Over Code Reason Text TYPe Inv Number Inv Date Due Date Gross Amt Disc Amt Amt Amt Amt Net Amt Hold Due 06 Freight Charges CB 2289177093 8/2/2012 8/27/2012 ($87.00) $0.00 $0.00 $0.00 $0.00 ($87.00) N 169 06 Freight Charges CB 0179444591 8/3/2012 8/29/2012 ($182.76) $0.00 $0.00 $0.00 $0.00 ($182.76) N 167 06 Freight Charges CB 7770623132 9/13/2012 10/11/2012 ($77.52) $0.00 $0.00 $0.00 $0.00 ($77.52) N 124 06 Freight Charges CB 2289177150 9/12/2012 10/11/2012 ($178.78) $0.00 $0.00 $0.00 $0.00 ($178.78) N 124 06 Freight Charges CB 0179066843 9/25/2012 10/18/2012 ($89.39) $0.00 $0.00 $0.00 $0.00 ($89.39) N 117 06 Freight Charges CB 7770629370 9/25/2012 10/23/2012 ($36.48) $0.00 $0.00 $0.00 $0.00 ($36.48) N 112 06 Freight Charges CB 7770635890 10/1/2012 10/31/2012 ($68.41) $0.00 $0.00 $0.00 $0.00 ($68.41) N 104 06 Freight Charges CB 9670641716 10/4/2012 11/1/2012 ($30.66) $0.00 $0.00 $0.00 $0.00 ($30.66) N 103 06 Freight Charges CB 9670645967 10/10/2012 11/2/2012 ($40.45) $0.00 $0.00 $0.00 $0.00 ($40.45) N 102 06 Freight Charges CB 7770656062 10/22/2012 11/26/2012 ($36.80) $0.00 $0.00 $0.00 $0.00 ($36.80) N 78 06 Freight Charges CB 9670666313 11/6/2012 12/11/2012 ($5.13) $0.00 $0.00 $0.00 $0.00 ($5.13) N 63 06 Freight Charges CB 7770674110 11/20/2012 12/20/2012 ($4.62) $0.00 $0.00 $0.00 $0.00 ($4.62) N 54 06 Freight Charges CB 7770681613 11/29/2012 12/21/2012 ($27.72) $0.00 $0.00 $0.00 $0.00 ($27.72) N 53 06 Freight Charges CB 9670689879 12/12/2012 1/16/2013 ($5.03) $0.00 $0.00 $0.00 $O.OG ($5.03) N 27 06 Freight Charges CB 7770698437 12/27/2012 1/21/2013 ($9.24) $0.00 $0.00 $0.00 $0.00 ($9.24) N 22 06 Freight Charges CB 9670702783 1/3/2013 1/29/2013 ($56.13) $0.00 $0.00 $0.00 $0.00 ($56.13) N 14 TOTAL (61,033.75) 14 Markdowns CB 0439957 5/7/2012 5/8/2012 ($1,861.50) $0.00 $0.00 $0.00 $0.00 ($1,861.50) N 280 14 Markdowns CB 0440022 5/7/2012 5/8/2012 ($3,791.00) $0.00 $0.00 $0.00 $0.00 ($3,791.00) N 280 14 Markdowns CB 0439934 5/7/2012 5/8/2012 ($28,296.00) $0.00 $0.00 $0.00 $0.00 ($28,296.00) N 280 14 Markdowns CB 0460630 6/5/2012 6/5/2012 ($278.50) $0.00 $0.00 $0.00 $0.00 ($278.50) N 252 14 Markdowns CB 0455869 9/11/2012 9/11/2012 ($14.25) $0.00 $0.00 $0.00 $0.00 ($14.25) N 154 14 Markdowns CB 0455870 9/11/2012 9/11/2012 ($3,505.50) $0.00 $0.00 $0.00 $0.00 ($3,505.50) N 154 14 Markdowns CB 0480845 9/11/2012 9/11/2012 ($138.00) $0.00 $0.00 $0.00 $0.00 ($138.00) N 154 14 Markdowns CB 0463625 10/22/2012 10/22/2012 ($322.50) $0.00 $0.00 $0.00 $0.00 ($322.50) N 113 14 Markdowns CB 0463626 10/22/2012 10/22/2012 ($4,642.50) $0.00 $0.00 $0.00 $0.00 ($4,642.50) N 113 TOTAL (642,849.75) 25 Advertising Allowances CB 0459450 6/12/2012 6/12/2012 ($990.00) $0.00 $0.00 $0.00 $0.00 ($990.00) N 245 25 Advertising Allowances CB 0464554 7/9/2012 7/10/2012 ($367.20) $0.00 $0.00 $0.00 $0.00 ($367.20) N 217 25 Advertising Allowances CB 0469713 8/1/2012 8/2/2012 ($410.40) $0.00 $0.00 $0.00 $0.00 ($410.40) N 194 25 Advertising Allowances CB 0479454 9/7/2012 9/8/2012 ($151.20) $0.00 $0.00 $0.00 $0.00 ($151.20) N 157 25 Advertising Allowances CB 0484691 10/3/2012 10/4/2012 ($669.60) $0.00 $0.00 $0.00 $0.00 ($669.60) N 131 25 Advertising Allowances CB 0489946 11/2/2012 11/5/2012 ($6,976.80) $0.00 $0.00 $0.00 $0.00 ($6,976.80) N 99 25 Advertising Allowances CB 0496070 12/5/2012 12/6/2012 ($1,425.60) $0.00 $0.00 $0.00 $0.00 ($1,425.60) N 68 TOTAL (610,990.80) 48 Unsaleables CB D053647452 4/20/2012 4/23/2012 ($3,905.27) $0.00 $0.00 $0.00 $0.00 ($3,905.27) N 295 48 Unsaleables CB D055834445 4/20/2012 4/23/2012 ($1,212.88) $0.00 $0.00 $0.00 $0.00 ($1,212.88) N 295 48 Unsaleables CB D051291446 4/20/2012 4/23/2012 ($369.54) $0.00 $0.00 $0.00 $0.00 ($369.54) N 295 2N 2/2013 Page 2 of 5 DETAIL BY REASON CODE (ALL INVOICES, PAYBACKS, CHARGEBACKS, ETC.) 33872 PATENTHEALTH, LLC Reason Inv Shortage Pricing Miscellaneous Days Over Code Reason Text TYPe Inv Number Inv Date Due Date Gross Amt Dlsc Amt Amt Amt Amt Net Amt Hold Due 48 Unsaleables CB 0053000446 5/25/2012 5/29/2012 {$2,945.46) $0.00 $0.00 $0.00 $0.00 ($2,945.46) N 259 48 Unsaleables CB 0055453452 5/25/2012 5/29/2012 ($3,096.02) $0.00 $0.00 $0.00 $0.00 ($3,096.02) N 259 48 Unsaleables CB 0057568445 5/25/2012 5/29/2012 ($739.08) $0.00 $0.00 $0.00 $0.00 ($739.08) N 259 48 Unsaleables CB 0054678446 6/22/2012 6/25/2012 ($1,753.49) $0.00 $0.00 $0.00 $0.00 ($1,753.49) N 232 48 Unsaleables CB 0057210452 6/22/2012 6/25/2012 ($1,945.82) $0.00 $0.00 $0.00 $0.00 ($1,945.82) N 232 48 Unsaleables CB 0059291445 6/22/2012 6/25/2012 ($19,810.10) $0.00 $0.00 $0.00 $0.00 ($19,810.10) N 232 48 Unsaleables CB 0056292446 7/20/2012 7/23/2012 ($9,407.40) $0.00 $0.00 $0.00 $0.00 ($9,407.40) N 204 48 Unsaleables CB 0058886452 7/20/2012 7/23/2012 ($9,088.56) $0.00 $0.00 $0.00 $0.00 ($9,088.56) N 204 48 Unsaleables CB 0061037445 7/20/2012 7/23/2012 ($12,760.86) $0.00 $0.00 $0.00 $0.00 ($12,760.86) N 204 48 Unsaleables CB 0062672445 8/24/2012 8/27/2012 ($14,830.51) $0.00 $0.00 $0.00 $0.00 ($14,830.51) N 169 48 Unsaleables CB 0060585452 8/24/2012 8/27/2012 ($12,045.65) $0.00 $0.00 $0.00 $0.00 ($12,045.65) N 169 48 Unsaleables CB 0057911446 8/24/2012 8/27/2012 ($9,811.61) $0.00 $0.00 $0.00 $0.00 ($9,811.61) N 169 48 Unsaleables CB 0064379445 9/21/2012 9/24/2012 ($7,277.48) $0.00 $0.00 $0.00 $0.00 ($7,277.48) N 141 48 Unsaleables CB 0062313452 9/21/2012 9/24/2012 ($15,125.77) $0.00 $0.00 $0.00 $0.00 ($15,125.77) N 141 48 Unsaleables CB 0059585446 9/21/2012 9/24/2012 ($7,852.52) $0.00 $0.00 $0.00 $0.00 ($7,852.52) N 141 48 Unsaleables CB 0066007445 10/19/2012 10/22/2012 ($2,161.81) $0.00 $0.00 $0.00 $0.00 ($2,161.81) N 113 48 Unsaleables CB 0063999452 10/19/2012 10/22/2012 ($8,530.74) $0.00 $0.00 $0.00 $0.00 ($8,530.74) N 113 48 Unsaleables CB 0061204446 10/19/2012 10/22/2012 ($1,292.87) $0.00 $0.00 $0.00 $0.00 ($1,292.87) N 113 48 Unsaleables CB 0067640445 11/23/2012 11/26/2012 ($2,993.27) $0.00 $0.00 $0.00 $0.00 ($2,993.27) N 78 48 Unsaleables CB 0065843452 11/23/2012 11/26/2012 ($7,514.44) $0.00 $0.00 $0.00 $0.00 ($7,614.44) N 78 48 Unsaleables CB 0062775446 11/23/2012 11/26/2012 ($673.31) $0.00 $0.00 $0.00 $0.00 ($673.31) N 78 48 Unsaleables CB 0064453446 12/21/2012 12/24/2012 ($3,924.77) $0.00 $0.00 $0.00 $0.00 ($3,924.77) N 50 48 Unsaleables CB 0069421445 12/21/2012 12/24/2012 ($14,509.94) $0.00 $0.00 $0.00 $0.00 ($14,509.94) N 50 48 Unsaleables CB 0067631452 12/21/2012 12/24/2012 ($8,242.68) $0.00 $0.00 $0.00 $0.00 ($8,242.68) N 50 48 Unsaleables CB 0069118446 1/18/2013 1/21/2013 ($2,275.06) $0.00 $0.00 $0.00 $0.00 ($2,275.06) N 22 48 Unsaleables CB 0072706452 1/18/2013 1/21/2013 ($1,669.52) $0.00 $0.00 $0.00 $0.00 ($1,669.52) N 22 48 Unsaleables CB 0074698445 1/18/2013 1/21/2013 ($1,862.44) $0.00 $0.00 $0.00 $0.00 ($1,862.44) N 22 TOTAL (;189,628.87) 49 Recalls CB 8011508446 8/24/2012 9/7/2012 ($255.20) $0.00 $0.00 $0.00 $0.00 ($255.20) N 158 49 Recalls C8 8014491452 8/24/2012 9/7/2012 ($452.40) $0.00 $0.00 $0.00 $0.00 ($452.40) N 158 49 Recalls CB 8016304445 8/24/2012 9/7/2012 ($301.60) $0.00 $0.00 $0.00 $0.00 ($301.60) N 158 49 Recalls CB 8011943446 9/21/2012 10/5/2012 ($4,373.20) $0.00 $0.00 $0.00 $0.00 ($4,373.20) N 130 49 Recalls CB 8015307452 9/21/2012 10/5/2012 ($7,029.60) $0.00 $0.00 $0.00 $0.00 ($7,029.60) N 130 49 Recalls CB 8017213445 9/21/2012 10/5/2012 ($9,164.00) $0.00 $0.00 $0.00 $0.00 ($9,164.00) N 130 49 Recalls CB 8012497446 10/19/2012 11/2/2012 ($11,020.00) $0.00 $0.00 $0.00 $0.00 ($11,020.00) N 102 49 Recalls CB 8017547445 10/19/2012 11/2/2012 ($1,160.00) $0.00 $0.00 $0.00 $0.00 ($1,160.00) N 102 49 Recalls CB 8015624452 10/19/2012 11/2/2012 ($962.80) $0.00 $0.00 $0.00 $0.00 ($962.80) N 102 49 Recalls CB 8012248446 10/19/2012 11/2/2012 ($904.80) $0.00 $0.00 $0.00 $0.00 ($904.80) N 102 49 Recalls CB 8017821445 10/19/2012 11/2/2012 ($15,534.40) $0.00 $0.00 $0.00 $0.00 ($15,534.40) N 102 49 Recalls CB 8015893452 10/19/2012 11/2/2012 ($8,451.20) $0.00 $0.00 $0.00 $0.00 ($8,451.20) N 102 2/12!2013 Page 3 of 5 DETAIL BY REASON CODE (ALL INVOICES, PAYBACKS, CHARGEBACKS, ETC.) 33872 PATENTHEALTH, LLC Reason Inv Shortage Pricing Miscellaneous Days Over Code Reason Text Type inv Number Inv Date Due Date Gross Amt Disc Amt Amt Amt Amt Net Amt Hoid Due 49 Recalls CB 8016381452 11/23/2012 12/7/2012 ($13,452.00) $0.00 $0.00 $0.00 $0.00 ($13,452.00) N 67 49 Recalls CB 8012649446 11/23/2012 12/7/2012 ($278.40) $0.00 $0.00 $0.00 $0.00 ($278.40) N 67 49 Recalls CB 8018024445 11/23/2012 12/7/2012 ($232.00) $0.00 $0.00 $0.00 $0.00 ($232.00) N 67 49 Recalls CB 8016101452 11/23/2012 12/7/2012 ($243.60) $0.00 $0.00 $0.00 $0.00 ($243.60) N 67 49 Recalls CB 8012879446 11/23/2012 12/7/2012 ($4,392.80) $0.00 $0.00 $0.00 $0.00 ($4,392.80) N 67 49 Recalls CB 8018299445 11/23/2012 12/7/2012 ($20,124.80) $0.00 $0.00 $0.00 $0.00 ($20,124.80) N 67 49 Recalls CB 8016794452 12/21/2012 1/4/2013 ($15.20) $0.00 $0.00 $0.00 $0.00 ($15.20) N 39 49 Recalls CB 8018862445 12/21/2012 1/4/2013 ($121.60) $0.00 $0.00 $0.00 $0.00 ($121.60) N 39 49 Recalls CB 8018694445 12/21/2012 1/4/2013 ($23.20) $0.00 $0.00 $0.00 $0.00 ($23.20) N 39 49 Recalls CB 8013252446 12/21/2012 1/4/2013 ($76.00) $0.00 $0.00 $0.00 $0.00 ($76.00) N 39 TOTAL (E98,568.80) 70 Vendor Compliance CB 3387200176 3/1/2012 4/13/2012 ($1,260.00) $0.00 $0.00 $0.00 $0.00 ($1,260.00) N 305 70 Vendor Compliance CB 3387200177 3/1/2012 4/13)2012 ($980.00) $0.00 $0.00 $0.00 $0.00 ($980.00) N 305 70 Vendor Compliance CB 3387200178 3/1/2012 4/13/2012 ($250.00) $0.00 $0.00 $0.00 $0.00 ($250.00) N 305 70 Vendor Compliance CB 3387200179 7/1/2012 8/13/2012 ($2,106.00) $0.00 $0.00 $0.00 $0.00 ($2,106.00) N 183 70 Vendor Compliance CB 3387200180 8/1/2012 9/13/2012 ($2,030.00) $0.00 $0.00 $0.00 $0.00 ($2,030.00) N 152 70 Vendor Compliance CB 3387200181 10/2/2012 10/10/2012 ($310.00) $0.00 $0.00 $0.00 $0.00 ($310.00) N 125 70 Vendor Compliance CB 3387200182 9/1/2012 10/13/2012 ($1,080.00) $0.00 $0.00 $0.00 $0.00 ($1,080.00) N 122 70 Vendor Compliance CB 3387200183 10/1/2012 11/14/2012 ($2,345.00) $0.00 $0.00 $0.00 $0.00 ($2,345.00) N 90 70 Vendor Compliance CB 3387200184 10/1/2012 11/14/2012 ($1,855.00) $0.00 $0.00 $0.00 $0.00 ($1,855.00) N 90 70 Vendor Compliance CB 3387200185 11/1/2012 12/15/2012 ($2,450.00) $0.00 $0.00 $0.00 $0.00 ($2,450.00) N 59 70 Vendor Compliance CB 3387200186 12/1/2012 1/14/2013 ($1,350.00) $0.00 $0.00 $0.00 $0.00 ($1,350.00) N 29 TOTAL (516,016.00) 99 Invoice IN 5100255319 5/9/2012 6/11/2012 $8,208.00 ($164.16) $0.00 $0.00 $0.00 $8,043.84 N 246 99 Invoice IN 5100257341 5/23/2012 6/25/2012 $1,692.00 ($33.84) $0.00 $0.00 $0.00 $1,658.16 N .232 99 Invoice IN 5100261170 6/5/2012 7/9/2012 $432.00 ($8.64) $0.00 $0.00 $0.00 $423.36 N 218 99 Invoice IN 5100261214 6/5/2012 7/9/2012 5648.00 ($4.32) ($432.00) $0.00 $0.00 $211.68 N 218 99 Invoice IN 5100262715 6/14/2012 7/18/2012 $432.00 ($8.64) $0.00 $0.00 $0.00 $423.36 N 209 99 Invoice IN 5100263365 6/19/2012 7/23/2012 $2,592.00 ($51.84) $0.00 $0.00 $0.00 $2,540.16 N 204 99 Invoice IN 5100265636 7/3/2012 8/6/2012 $1,512.00 ($30.24) $0.00 $0.00 $0.00 $1,481.76 N 190 99 Invoice IN 5100267574 7/12/2012 8/15/2012 $2,592.00 ($51.84) $0.00 $0.00 $0.00 $2,540.16 N 181 99 Invoice IN 5100271182 8/8/2012 9/12/2012 $216.00 ($4.32) $0.00 $0.00 $0.00 $211.68 N 153 99 Invoice IN 5100272089 8/17/2012 9/24/2012 $1,296.00 ($25.92) $0.00 $0.00 $0.00 $1,270.08 N' 141 99 Invoice IN 5100275268 9/6/2012 10/10/2012 $2,160.00 ($43.20) $0.00 $0.00 $0.00 $2,116.80 N 125 99 Invoice IN 5100276659 9/19/2012 10/24/2012 $1,080.00 ($21.60) $0.00 $0.00 $0.00 $1,058.40 N 111 99 Invoice IN 5100276816 9/20/2012 10/25/2012 $864.00 ($17.28) $0.00 $0.00 $0.00 $846.72 N 110 99 Invoice IN 5100276648 9/19/2012 10/26/2012 $1,080.00 ($21.60) $0.00 $0.00 $0.00 $1,058.40 N 109 99 Invoice IN 5100277041 9/24/2012 10/26/2012 $1,512.00 ($30.24) $0.00 $0.00 $0.00 $1,481.76 N 109 99 Invoice IN 5100277833 9/27/2012 11/1/2012 $3,888.00 ($77.76) $0.00 $0.00 $0.00 $3,810.24 N 103 2/12/2013 Page 4 of 5 DETAIL BY REASON CODE (ALL INVOICES, PAYBACKS, CHARGEBACKS, ETC.) 33872 PATENTHEALTH, LLC Reason Inv Shortage Pricing Code Reason Text Type Inv Number Inv Date Due Date Gross Amt Disc Amt Amt Amt 99 Invoice IN 5100278213 10/2/2012 11/2/2012 $2,160.00 ($43.20) $0.00 $0.00 99 Invoice IN 5100278211 10/2/2012 11/5/2012 $15,120.00 ($302.40) $0.00 $0.00 99 Invoice IN 5100278190 10/2/2012 11/7/2012 $12,960.00 ($259.20) $0.00 $0.00 99 Invoice IN 5100279136 10/8/2012 11/9/2012 $3,456.00 ($69.12) $0.00 $0.00 99 Invoice IN 5100279231 10/10/2012 11/13/2012 $9,288.00 ($185.76) $0.00 $0.00 99 Invoice IN 5100279668 10/15/2012 11/19/2012 $5,184.00 ($103.68) $0.00 $0.00 99 Invoice IN 5100279637 10/15/2012 11/19/2012 $10,152.00 ($203.04) $0.00 $0.00 99 Invoice IN 5100279657 10/15/2012 11/19/2012 $4,536.00 ($90.72) $0.00 $0.00 99 Invoice IN 5100281867 10/24/2012 11/26/2012 $864.00 ($17.28) $0.00 $0.00 99 Invoice IN 5100282032 10/25/2012 11/29/2012 $1,296.00 ($25.92) $0.00 $0.00 99 Invoice IN 5100282438 10/31/2012 12/3/2012 $4,968.00 ($99.36) $0.00 $0.00 99 Invoice IN 5100282535 10/31/2012 12/5/2012 $4,104.00 ($82.08) $0.00 $0.00 99 Invoice IN 5100282703 11/5/2012 12/7/2012 $3,888.00 ($77.76) $0.00 $0.00 TOTAL DR Deferred Revenue CB 0459448 6/12/2012 6/12/2012 ($148.50) $0.00 $0.00 DR Deferred Revenue CB 0464552 7/3/2012 7/5/2012 ($55.08) $0.00 $0.00 DR Deferred Revenue CB 0469711 7/31/2012 8/1/2D12 ($61.56) $0.00 $0.00 DR Deferred Revenue CB 0479452 9/11/2012 9/11/2012 ($22.68) $0.00 $0.00 DR Deferred Revenue CB 0484689 10/3/2012 10/4/2012 ($100.44) $0.00 $0.00 DR Deferred Revenue CB 0489944 10/31/2012 11/2/2012 ($1,046.52) $0.00 $0.00 DR Deferred Revenue CB 0496072 12/5/2012 12/7/2012 ($213.84) $0.00 $0.00 GRAND TOTAL: (;255,808.35) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TOTAL Miscellaneous Amt $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Net Amt Hold $2,116.80 N $14,817.60 N $12, 700.80 N $3,386.88 N $9,102.24 N $5,080.32 N $9,948.96 N $4,445.28 N $846.72 N $1,270.08 N $4,868.64 N $4,021.92 N $3,810.24 N ;105,593.04 ($148.50) N ($55.08) N ($61.56) N ($22.68) N ($100.44) N ($1,046.52) N ($213.84) N (s1,sa8.s2) Total Misc Amt (BackHaulDeductions) 50.00 Days Over Due 102 99 97 95 91 8S 85 85 78 75 71 69 67 245 222 195 154 131 102 67 2112/2013 Page 5 of 5 VERIFICATION I, Ric Clarke, hereby state that I am authorized to make this verification on behalf of Rite Aid HDQTRS. Corp. I verify that the foregoing document was prepared with the assistance and advice of counsel, and in reliance upon counsel's advice; that the document, subject to inadvertent or undiscovered errors, is based upon and therefore limited by the records and information still in existence, presently recollected and thus far discovered in preparation of this document; and that subject to the limitations set forth herein, the statements contained in this document are true and correct to the best of his knowledge, information and belief. The language of the foregoing document is that of counsel. It is understood that the statements herein are made subject to the penalties of 18 Pa. C.S.A. § 4904 relating to unsworn falsification to authorities. j ~ Ric Clarke RITE AID HDQTS. CORP, ) IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff, ) PENNSYLVANIA c-) VS. ) The Honorable Judge Christylee P a Peck. ; PATENTHEALTH, LLC NO. 13-747 CIVIL TERM c Y Defendant. ) --- CIVIL ACTION- LAW ` MOTION FOR ADMISSION OF NON-RESIDENT ATTORNEYS PRO HAC VICE Defendant, PatentHealth, LLC ("PatentHealth"), by and through its counsel Douglas B. Schnee, Esquire, hereby files this Motion for Admission of Matthew A. Salerno to practice before this Honorable Court in the above-captioned matter, and in support thereof, represents the following: I. Non-Resident Attorney Matthew A. Salerno is a member of the law firm of McDonald Hopkins LLC. Mr. Salerno plans to be actively involved in the representation of PatentHealth during this case. 2. Matthew A. Salerno has been authorized to practice before the following Courts: a. All State Courts of Ohio: since 1999; b. U.S. District Court,Northern District of Ohio: since 1999; and C. U.S. District Court, Southern District of Ohio: since 2000. 3. Matthew A. Salerno has never been the subject of disciplinary action by any bar or any court. 4. Matthew A. Salerno has never been denied admission to any State or Federal Court. 5. Matthew A. Salerno is familiar with the applicable Pennsylvania Rules governing conduct of members of the Pennsylvania Bar, and they will at all times abide and comply with said Court Rules as long as this matter is pending in this Court. (4212732:) 6. Attached hereto is the Affidavit which is being submitted in support of this Motion, said Affidavit is attached hereto as Exhibit A and is incorporated herein for all intents and purposes. 7. Matthew A. Salerno, in accordance with Rule 301(b) of the Pennsylvania Bar Admission Rules, has provided the requisite information to the Pennsylvania Interest on Lawyer Trust Account Board and paid the mandatory fee. The e-mail he received as confirmation is attached hereto as Exhibit B. 8. I, Douglas B. Schnee, an attorney admitted to Practice in the Commonwealth of Pennsylvania, after reasonable investigation, hereby verify that I reasonably believe Matthew A. Salerno to be a reputable attorney and recommend that the applicant be admitted to practice before this Honorable Court pro hac vice; that I am not currently acting as sponsor in any other courts in this Commonwealth of any candidate for admission pro hac vice; and the proceeds from settlement of a cause of action in which the candidate is granted admission pro hac vice shall be received, held, distributed and accounted for in accordance with Rule 1.15 of the Pennsylvania Rules of Professional Conduct. WHEREFORE, Defendant PatentHealth, by and through the undersigned counsel Douglas B. Schnee, Esquire, respectfully requests that the Court grant permission to practice herein pro hac vice to Matthew A. Salerno. For the Court's convenience a proposed order has been attached to this Motion as Exhibit C. By: A Douglad . Schne (PA#313415) McDon Hop ' LLC 600 Supe venns ue East, Suite 2100 Cleveland, OH 44114 Telephone: (216) 348-5400 Facsimile: (216) 348-5474 Email: dschnee @mcdonaldhopkins.com Attorney for Defendant PatentHealth, LLC {4212732:} 2 CERTIFICATE OF SERVICE The undersigned hereby certifies that a copy of the foregoing has been sent via U.S. Mail to parties listed below. Brian P. Downey, Esq. Kathleen A. Mullen, Esq. PEPPER HAMILTON LLP 100 Market Street, Suite 200 P.O. Box 1181 Harrisburg, PA 17108-1181 (Counsel for the Plaintiff} Douglas B. ee ( #313415) MCDONALD PKWs LC Attorney for Defendant PatentHealth, LLC {4212732:} Exhibit A (4212777:) AFFIDAVIT IN SUPPORT OF MOTION REQUESTING ADMISSION OF VISITING ATTORNEY BEFORE ME, the undersigned authority, on this day personally appeared Matthew Allen Salerno, who under oath, deposes and states: 1. My name is MATTHEW ALLEN SALERNO. I am a resident of Chesterland, Ohio, and I have been a practicing attorney since 1999. 2. I am a member of the law firm of McDonald Hopkins LLC located at 600 Superior Avenue, East, Suite 2100, Cleveland, OH 44114. 3. I have been admitted to practice law in the State of Ohio and my license is current. My Ohio Board of Professional Responsibility number is 0070847. My Certificate of Good Standing is attached hereto as Exhibit 1 and incorporated herein for all intents and purposes. 4. There are no disciplinary proceedings or criminal charges instituted against me in Ohio or any other state. 5. My client has specifically requested that I represent their interests in this matter. 6. The nature of this action involves complex legal and factual issues in a complex field of law in which I practice regularly. 7. If the Court shall allow the motion for my admittance pro hac vice in the above- entitled and numbered cause of action, I will continue to represent my client in this proceeding, I agree that I shall be subject to the orders and amenable to a disciplinary action in the civil jurisdiction of this Court in all respects as if I were regularly admitted and a licensed good member of the Bar of the Commonwealth of Pennsylvania in good standing. 8. The State of Ohio grants the privilege of pro hac vice admissions to members of the bar of Pennsylvania in good standing. 9. I have never been the subject of disciplinary action in any State or any court. (4212777:) 10. I have never been denied admission to any State or Federal Court. 11. I am familiar with the Rules governing the conduct of attorneys in Pennsylvania, and I will at all times abide by and comply with said Rules so long as this matter is pending in this Court. 12. I am associated with and have personally appearing with me in this proceeding, Douglas B. Schnee, an attorney who is duly and legally admitted to practice in the Commonwealth of Pennsylvania, and upon whom service may be had in all matters connected with the above-entitled and numbered cause of action, to any disciplinary matter arising out of the same, and the same effect as if personally made on me within the Commonwealth of Pennsylvania. 13. In accordance with Rule 301(b) of the Pennsylvania Bar Admission Rules, I have provided the requisite information to the Pennsylvania Interest on Lawyer Trust Account Board and paid the mandatory fee. 14. I certify that all of the foregoing statements made by me are true, I am aware that if any of the foregoing statements made by me are willfully false, I am subject to punishment. COMES NOW Matthew Allen Salerno and states that the foregoing document is true to the best of his knowledge, information and belief. Matthew A. Salerno STATE OF OHIO ) SS. COUNTY OF CUYAHOGA ) Subscribed and sworn to before me, a Notary Public, in and for the above County and State,this day of pal , 2013. ys- .'''6 aM�� Notary Public My commission expires: I d l y/ 16 (4212777:) 1 2 Exhibit 1 (4212777:) 6upreme Court of (Otto CERTIFICATE I, SUSAN B. CHRISTOFF, Director of the Attorney Services Division of the Supreme Court of Ohio, do hereby certify that I am the custodian of the records of the Office of Attorney Services of the Supreme Court and that the Attorney Services Division is responsible for reviewing Court records to determine the status of Ohio attorneys. I further certify that, having fulfilled all of the requirements for admission to the practice of law in Ohio, Matthew Allen Salerno was admitted to the practice of law in Ohio on November 08, 1999;has registered as an active attorney pursuant to the Supreme Court Rules for the Government of the Bar of Ohio; is in good standing with the Supreme Court of Ohio; and is entitled to practice law in this state. IN TESTIMONY WHEREOF, I have subscribed my name and affixed the seal of the Supreme Court,this 12th day of March, 2013. SUSAN B. CHRISTOFF Director,Attorney Services Division Attorney Services Specialist Exhibit B (4212777:) 1 -'4 SUPREME COURT OF PENNSYLVANIA PENNSYLVANIA INTEREST ON LAWYERS TRUST ACCOUNT BOARD March 08, 2013 MATTHEW ALLEN SALERNO, Esq. MCDONALD HOPKINS LLC 600 SUPERIOR AVE E SUITE 2100 CLEVELAND, OH 44114 SENT TO DEBORAH BARROW VIA Email: DBARROW @MCDONALDHOPKINS.COM Dear Attorney SALERNO: This letter serves as the fee payment certification referenced in 204 Pa Code§81.503 and acknowledges receipt of the$200.00 fee paid by Online Payment on this date related to your pursuit for admission pro hac vice in the case identified as Rite Aid HDQTS. Corp.vs. PatentHealth, LLC, no. 13-747,filed in the Court of Common Pleas of Cumberland County. You should refer to Pa Rule of Civil Procedure 1012.1, local court rules,and other regulations of 204 Pa Code§81.501 et. seq. concerning additional requirements related to seeking pro hac vice admission. Sincerely, IA�4iIA4-r Stephanie S. Libhart Assistant Director cc: DOUGLAS B. SCHNEE, Esq. dschnee @mcdonaldhopkins.com Pennsylvania Judicial Center 601 Commonwealth Ave.,Ste.2400 PO Box 62445,Harrisburg,PA 17106-2445 717/238-2001 • 888/PA-IOLTA(724-6582)• 717/238-2003 FAX paiolta@pacourts.us•www.paiolta.org Administering Pennsylvania's Interest On Lawyers Trust Account(IOL,TA)Program Exhibit C {4212777:} RITE AID HDQTS. CORP, ) IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff, ) PENNSYLVANIA vs. ) The Honorable Judge Christylee L. Peck. PATENTHEALTH, LLC ) NO. 13-747 CIVIL TERM Defendant. ) CIVIL ACTION-LAW ORDER FOR ADMISSION OF NON-RESIDENT ATTORNEY PRO RAC VICE On this day came Defendant PatentHealth, LLC ("PatentHealth") and moved the Court to admit non-resident attorney Matthew A. Salerno to appear in this court in the above captioned matter pro hac vice. In this connection, it was represented to the Court that Matthew A. Salerno meets all of the requirements under Pennsylvania law to be admitted pro hac vice in the above caption matter; IT IS THEREFORE ORDERED that Mathew A. Salerno is admitted pro hac vice in the above captioned matter. The Honorable Judge Christylee L. Peck. (4212777:) L RITE AID HDQTS. CORP, ) IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff, ) PENNSYLVANIA VS. ) The Honorable Judge Christylee L. Peck. PATENTHEALTH, LLC ) NO. 13-747 CIVIL TERM Defendant. } } CIVIL ACTION- LAW } } ORDER FOR ADMISSION OF NON-RESIDENT ATTORNEY PRO RAC VICE On this day came Defendant PatentHealth, LLC ("PatentH4alth") and moved the Court to admit non-resident attorney Matthew A. Salerno to appear in this court in the above captioned matter pro hac vice. In this connection, it was represented to the Court that Matthew A. Salerno meets all of the requirements under Pennsylvania law to be admitted pro hac vice in the above caption matter; 1 IT IS THEREFORE ORDERED that Mathew A. Salerno is admitted pro hac vice in the above captioned matter. The Honor le Judge Christylee L. Peck"'m r r r r-' - _r") < N CD .L ,P It w,�t4 3 f (4212777:) pp i RITE AID HDQTS. CORP, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff, PENNSYLVANIA VS. The Honorable Judge Christylee L. Peck. PATENTHEALTH, LLC NO. 13-747 CIVIL TERM Defendant. CIVIL ACTION- LAW ANSWER AND NEW MATTER Defendant, PatentHEALTH, LLC ("PatentHEALTH"), by its attorneys, McDonald Hopkins LLC, for its Answer and New Matter to Plaintiff, Rite Aid Hdqts. Corp's ("Rite Aid") Complaint, states as follows: PARTIES 1. After reasonable investigation, PatentHEALTH lacks knowledge or i*rrqat;ion:'r'%, C: sufficient to form a belief as to truth of the allegations stated in Paragraph 1. mrx M ►IT3 ;:0 -1:7 r-- 2. Admitted. -<'X> CO G�- r-= <C; :t- JURISDICTION AND VENUE C-7 = C 3. Admitted. 4. PatentHEALTH admits that venue is proper and denies the remainder of the allegations in Paragraph 4. 5. PatentHEALTH admits only that Rite Aid has attached to its Complaint as Exhibit A a document titled a Guaranteed Sales Agreement which speaks for itself. PatentHEALTH denies as untrue all allegations contained in paragraph 5 that are contrary to or inconsistent with the contents of that document. (4236451) RELEVANT FACTS 6. After reasonable investigation, PatentHEALTH lacks knowledge or information sufficient to form a belief as to truth of the allegations stated in Paragraph 6. 7. In response to Paragraph 7, PatentHEALTH admits that at certain times it was involved in the manufacture, sale and/or distribution of nutraceuticals and over-the-counter drugs, and denies the remainder of Paragraph 7. 8. PatentHEALTH admits only that it became a vendor of Rite Aid in or about 2001 and that Rite Aid has attached to its Complaint as Exhibit A a document titled a Guaranteed Sales Agreement which speaks for itself. PatentHEALTH denies as untrue all allegations contained in paragraph 8 that are contrary to or inconsistent with the contents of that document. 9. PatentHEALTH admits only that Rite Aid has attached to its Complaint as Exhibit A a document titled a Guaranteed Sales Agreement which speaks for itself. PatentHEALTH denies as untrue all allegations contained in paragraph 9 that are contrary to or inconsistent with the contents of that document. 10. PatentHEALTH admits only that Rite Aid has attached to its Complaint as Exhibit B a document titled Rite Aid Returns Agreement which speaks for itself. PatentHEALTH denies as untrue all allegations contained in paragraph 10 that are contrary to or inconsistent with the contents of that document. 11. Admitted. 12. Denied. 13. Denied. 14. Denied. 15. Denied. (4236453:) 2 Count I 16. PatentHEALTH incorporates by reference all of its preceding responses as though fully restated herein. 17. PatentHEALTH admits only that Rite Aid has attached to its Complaint as Exhibit A a document titled a Guaranteed Sales Agreement, and as Exhibit B a document titled Rite Aid Returns Agreement. These documents speak for themselves. PatentHEALTH denies as untrue all allegations contained in Paragraph 17 that are contrary to or inconsistent with the contents of those documents. 18. In response to Paragraph 18, PatentHEALTH states that this allegation seeks or requires a legal conclusion to which no response is required and further denies the remainder of the allegations in Paragraph 18. 19. Denied. 20. Denied. 21. PatentHEALTH admits that there may have been certain communications between the parties regarding certain alleged negative account balances, but denies the remainder of the allegations in Paragraph 21. 22. Denied. 23. Denied. 24. Denied. Count II 25. PatentHEALTH incorporates by reference all of its preceding responses as though fully restated herein. 26. Denied. (4236453:) 3 27. After reasonable investigation, PatentHEALTH lacks knowledge or information sufficient to form a belief as to truth of the allegations stated in Paragraph 27. 28. After reasonable investigation, PatentHEALTH lacks knowledge or information sufficient to form a belief as to truth of the allegations stated in Paragraph 28. 29. After reasonable investigation, PatentHEALTH lacks knowledge or information sufficient to form a belief as to truth of the allegations stated in Paragraph 29. 30. After reasonable investigation, PatentHEALTH lacks knowledge or information sufficient to form a belief as to truth of the allegations stated in Paragraph 30. 31. In response to Paragraph 31, PatentHEALTH states that this allegation seeks or requires a legal conclusion to which no response is required and further denies the remainder of the allegations in Paragraph 31. 32. In response to Paragraph 32, PatentHEALTH states that this allegation seeks or requires a legal conclusion to which no response is required and further denies the remainder of the allegations in Paragraph 32. 33. Denied. Count III 34. PatentHEALTH incorporates by reference all of its preceding responses as though fully restated herein. 35. PatentHEALTH admits only that Rite Aid has attached to its Complaint as Exhibit A a document titled a Guaranteed Sales Agreement, a document that speaks for itself. PatentHEALTH denies as untrue all allegations contained in paragraph 35 that are contrary to or inconsistent with the contents of that document. (4236453:) 4 36. PatentHEALTH admits only that Rite Aid has attached to its Complaint as Exhibit A a document titled a Guaranteed Sales Agreement, and as Exhibit B a document titled Rite Aid Returns Agreement. These documents speak for themselves. PatentHEALTH denies as untrue all allegations contained in paragraph 36 that are contrary to or inconsistent with the contents of those documents. 37. After reasonable investigation, PatentHEALTH lacks knowledge or information sufficient to form a belief as to truth of the allegations stated in Paragraph 37. 38. After reasonable investigation, PatentHEALTH lacks knowledge or information sufficient to form a belief as to truth of the allegations stated in Paragraph 38, WHEREFORE, PatentHEALTH respectfully request that this Court dismiss Plaintiffs Complaint in its entirety. By:_ Matthew XA,P*Qro hac vice pending) e( A 'tX C Douglas B. Sc ee #313415) McDonald Ho * 600 Superior Avenue East, Suite 2 100 Cleveland, OH 44114 Telephone: (216) 348-5400 Facsimile: (216) 348-5474 Email: dschnee@mcdonaldhopkins.com malemo@mcdonaldhopkins.com Attorneys for Defendant PatentHEALTH, LLC (4236453:) 5 NEW MATTER Defendant PatentHEALTH hereby asserts the following new matter, as follows: 1. Rite Aid fails to state a claim on which relief may be granted. 2. Rite Aid's damages, which are not admitted, are a result of the acts or omissions of Rite Aid. 3. Rite Aid's damages,which are not admitted, are a result of the acts or omissions of third parties. 4. Rite Aid's damages, which are not admitted, are barred because Rite Aid committed the first material breach of contract. 5. Rite Aid's damages, which are not admitted, are subject to setoff. 6. Rite Aid's claims are or may be barred by the statute of frauds. 7. Rite Aid's claims are or may be barred by the statute of limitations. 8. Rite Aid's claims are or may be barred by the doctrine of unclean hands. 9. Some or all of Rite Aid's claims, which are not admitted, are barred by failure of a condition precedent to the Agreement. 10. Rite Aid's claims are or may be barred by the doctrine of unjust enrichment. 11. Rite Aid's claims are or may be barred by the terms of the agreement between the parties. 12. Rite Aid's claims are or may be barred because it has failed to mitigate its damages. 13. Rite Aid's claims are or may be barred by the doctrines of waiver and/or estoppel and/or laches. 14. Rite Aid's claims are or may be barred because of its own wrongful conduct. (4236453:) Until PatentHEALTH avails itself of its right of discovery, it cannot determine whether the above-stated new matter/affirmative defenses will be asserted at trial. In order to preserve its right to assert the new matter/affirmatives defenses, and to avoid any waiver, they are set forth herein. PatentHEALTH reserves the right to add such other affirmative and/or special defenses/new matter, as may become known to it through the course of discovery and investigation in this matter. WHEREFORE, defendant PatentHEALTH requests judgment in its favor and against plaintiff Rite Aid, and any other relief this Court deems just and proper. By:_ L Matthew - $,*mo ro hac vice pending) Douglas B. Sc ee A#313415) McDonald Hopkins LLC 600 Superior Avenue East, Suite 2 100 Cleveland, OH 44114 Telephone: (216) 348-5400 Facsimile: (216) 348-5474 Email: dschnee@mcdonaldhopkins.com msalemo@mcdonaldhopkins.com Attorneys for Defendant PatentHEALTH, LLC (4236453:) 7 CERTIFICATE OF SERVICto E The undersigned hereby certifies that, as of March g 13, a copy of the foregoing has been sent via U.S. Mail to parties listed below. Brian P. Downey, Esq. Kathleen A. Mullen, Esq. PEPPER HAMILTON LLP 100 Market Street, Suite 200 P.O. Box 1181 Harrisburg, PA 17108-1181 (Counsel for the Plaintifj) By: Matthew lerno (pro hac vice pending) Douglas B. chnee PA#313415) McDonald H 'ns LLC 600 Superior Avenue East, Suite 2100 Cleveland, OH 44114 Telephone: (216) 348-5400 Facsimile: (216) 348-5474 Email: dschnee @mcdonaldhopkins.com msalemo@mcdonaldhopkins.com Attorneys for Defendant PatentHEALTH, LLC 14236453:) 8 'IN THE COURT OF COMMON PLEAS OF a' 'f 0 � �r t CUMBERLAND COUNTY,PENNSYLVANIA 3 �c RITE AID HDQTRS. CORP., CUMBERLAND t,JCe !7 , PENNSYLVAINI . Plaintiff, NO. 13-747 CIVIL TERM VS. CIVIL ACTION—LAW PATENTHEALTH, LLC Defendant. RESPONSE OF RITE AID HDQTRS. CORP. TO DEFENDANT'S NEW MATTER Plaintiff, RITE AID HDQTRS. CORP. ("Rite Aid"), by its undersigned attorneys, hereby responds to the New Matter of Defendant, PatentHEALTH, LLC ("PatentHEALTH"), as follows: NEW MATTER 1. The allegations contained in this paragraph constitute incorrect purported conclusions of law to which no responsive pleading is required. 2. The allegations contained in this paragraph constitute incorrect purported conclusions of law to which no responsive pleading is required. 3. The allegations contained in this paragraph constitute incorrect purported conclusions of law to which no responsive pleading is required. 4. The allegations contained in this paragraph constitute incorrect purported conclusions of law to which no responsive pleading is required. 5. The allegations contained in this paragraph constitute incorrect purported conclusions of law to which no responsive pleading is required. 6. The allegations contained in this paragraph constitute incorrect purported conclusions of law to which no responsive pleading is required. 7. The allegations contained in this paragraph constitute incorrect purported conclusions of law to which no responsive pleading is required. 8. The allegations contained in this paragraph constitute incorrect purported conclusions of law to which no responsive pleading is required. 9. The allegations contained in this paragraph constitute incorrect purported conclusions of law to which no responsive pleading is required. 10. The allegations contained in this paragraph constitute incorrect purported conclusions of law to which no responsive pleading is required. 11. The allegations contained in this paragraph constitute incorrect purported conclusions of law to which no responsive pleading is required. 12. The allegations contained in this paragraph constitute incorrect purported conclusions of law to which no responsive pleading is required. 13. The allegations contained in this paragraph constitute incorrect purported conclusions of law to which no responsive pleading is required. 14. The allegations contained in this paragraph constitute incorrect purported conclusions of law to which no responsive pleading is required. -2- WHEREFORE, Rite Aid requests judgment in its favor and against PatentHEALTH in an amount in excess of$255,808.35,plus interest, costs and all other amounts deemed appropriate by the Court, and judgment in the form of an order of specific performance compelling PatentHEALTH to accept the return of all Product for which Rite Aid has paid but which has not yet been sold at PatentHEALTH's expense and compelling PatentHEALTH to make a cash payment to Rite Aid in an amount of not less than $160,000 for the amount of that Product. Respectfully submitted, gey(PA 5989 llen(PA Street, Suite 200 81 Harrisburg, PA 17108-1181 717.255.1155 800.420.0618 Fax downeyb@pepperlaw.com mullenk@pepperlaw.com Date: April 12, 2013 Attorneys for Plaintiff Rite Aid HDQTRS. Corp. -3- CERTIFICATE OF SERVICE I, Brian P. Downey, hereby certify that on April 12, 2012, a true and correct copy of the foregoing was served via First Class U.S. Mail, postage prepaid,upon the following: Matthew A. Salerno, Esquire Douglas B. Schnee, Esquire McDonald Hopkins LLC 600 Superior Avenue East, Suite 2100 Cleveland, OH 44114 Attorneys for Defendant PatentHEALTH, LLC an P. Downe 4W RITE AID HDQTRS. CORP, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. 13-747 CIVIL TERM vs. PATENTHEALTH, LLC, CIVIL ACTION - LAW <. Defendant. ` rs E MOTION FOR LEAVE TO FILE AMENDED COMPLAINT �� r Plaintiff Rite Aid HDQTRS. Corp. ("Rite Aid"),by its undersigned attorneys, files this Motion for Leave to File an Amended Complaint and in support thereof states as follows: 1. Rite Aid commenced this action by filing a Complaint in this Court on February 13, 2013 against PatentHealth, LLC ("PatentHealth"). 2. PatentHealth filed an Answer and New Matter on March 27, 2013. 3. The Complaint alleges that PatentHealth breached various agreements it made with Rite Aid in the course of the parties' relationship. Specifically, the Complaint alleges that PatentHealth breached the Guaranteed Sales Agreement and the Returns Agreement by failing to pay Rite Aid costs that arose from those agreements and by failing to accept the return of unsold product from Rite Aid. Rite Aid alleged a three-count complaint sounding in Breach of Contract, Unjust Enrichment, and Breach of Contract-Specific Performance. 4. Since the time the Complaint was filed, the amounts owing to Rite Aid have changed and the amount of unsold product in Rite Aid's possession has changed as a result of Rite Aid's efforts to sell product at a discount and mitigate the damages it has suffered on account of PatentHealth's breach. 5. Rule 1033 of the Pennsylvania Rules of Civil Procedure provides that a party, either by filed consent of the adverse party or by leave of court,may at any time change the form of action, correct the name of a party or amend its pleading. The amended pleading may aver transactions or occurrences which have happened before or after the filing of the original pleading, even though they give rise to a new cause of action or defense. Pa.R.C.P. 1033. 6. As Pennsylvania courts have held, leave to amend is granted liberally. "Although determination of whether to grant leave to amend pleadings is within the sound discretion of the trial court, leave should be granted at any stage of proceeding,unless such amendment violates the law or unfairly prejudices rights of the opposing Party." Frey v. Pennsylvania Elec. Co., 607 A.2d 796 (Pa. Super. 1992); Horowitz v. Universal Underwriters Ins. Co., 580 A.2d 395 (Pa. Super. 1990) (a request to amend pleadings should be liberally evaluated in an effort to determine the case based upon the merits). "A trial court may not deny a motion for leave to amend unless unfair surprise or some comparable prejudice will result from the amendment." Pilotti v. Mobile Oil Corp., 565 A.2d 1227, 1229 (Pa. Super. 1989) (citing Robinson Protective Alarm Co. v. Bolger and Picker, 516 A.2d 299 (Pa. 1986). 7., Here, Rite Aid seeks to amend the suit in order to clarify the damages it seeks. PatentHealth will not be prejudiced in any way from the proposed amendments. This action was commenced less than four months ago and there is no pending discovery deadline. 8. The proposed Amended Complaint is attached hereto as Exhibit A in red- lined form showing the changes from the original Complaint. -2- 9. Pursuant to L.R. 208.3(a), undersigned counsel has sought concurrence with PatentHealth's counsel regarding the relief sought in this Motion and PatentHealth's counsel has stated that they do not object. 10. Judge Christylee L. Peck has previously ruled upon PatentHealth's Motion for Extension in this matter. WHEREFORE, Rite Aid requests that the Court grant it leave to file the Amended Complaint in the form attached to this Motion as Exhibit A. Respectfully submitted, Brian P. Downey(PA 59891) Kathleen A. Mullen (PA 84604) PEPPER HAMILTON LLP 100 Market Street, Suite 200 P.O. Box 1181 Harrisburg, PA 17108-1181 717.255.1 155 800.420.0618 Fax downeyb@pepperlaw.com mullenk@pepperlaw.com Date: June 11, 2013 Attorneys for Plaintiff Rite Aid HDQTRS. Corp. -3- f t� r I i f t I RITE AID HDQTRS. CORP., : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. 13"747 CIVIL TERM 1 VS. PATENTHEALTH, LLC, : CIVIL ACTION -LAW Defendant. NOTICE TO DEFEND You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty(20) days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 Telephone: (717) 249-3166 RITE AID HDQTRS. CORP, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. CIVIL TERM vs. PATENTHEALTH, LLC, CIVIL ACTION-LAW Defendant. AVISO USTED HA SIDO DEMANDADO/A EN CORTE. Si usted desea defenderse de las demandas que se presentan mds adelante en las siguientes pdginas, debe tomar acci6n dentro de los pr6ximos veinte (20) dias despuds de la notificaci6n de esta Demanda y Aviso radicando personalmente o por medio de un abogado una comparecencia escrita y radicando en la Corte por escrito sus defensas de, y objecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tomar acci6n comp se describe anteriormente, el caso puede proceder sin usted y un fallo por cualquier suma de dinero reclamada en la demanda o cualquier otra reclamaci6n o remedio solicitado por el demandante puede ser dictado en contra suya por la Corte sin mds aviso adicional. Usted puede perder dinero, o propicdad u otros derechos importantes para usted. USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO INMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO, LLAME 0 VAYA A LA SIGUIENTE OFICINA. ESTA OFICINA PUEDE PROVEERLE INFORMACION A CERCA DE COMO CONSEGUIR. UN ABOGADO. Sl USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSIBLE QUE ESTA OFICINA LE PUEDA PROVEER INFORMACION SOBRE AGENCIAS QUE OFREZCAN SERVICIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUE CUALIFICAN. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 Telephone: (717)249-3166 RITE AID HDQTRS. CORP, IN THE COURT OF COMMON PLEAS OF 30 Hunter Lane Camp Hill, PA 17011 CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. 13_747 CIVIL TERM I VS. PATENTHEALTH, LLC, CIVIL ACTION -LAW 8000 Freedom Avenue N.W. North Canton, OH 44720 Defendant. AMF�NDED-COMPLAINT Plaintiff Rite Aid HDQTRS. Corp. ("Rite Aid"), by its undersigned attorneys, files this Complaint alleging as follows: PARTIES 1. Rite Aid is a Delaware corporation with its principal place of business at 30 Hunter Lane, Camp Hill, Pennsylvania 17011. 2. On information and belief, defendant PatentHEALTH, LLC ("PatentHEALTH") is an Ohio limited liability corporation with a principal place of business at 8000 Freedom Avenue N.W.,North Canton, Ohio 44720. JURISDICTION AND VENUE 3. This court has jurisdiction pursuant to 42 Pa.C.S. §931(a). 4. Venue in this Court is proper because the cause of action arose in Cumberland County and a transaction or occurrence took place out of which the cause of action arose in Cumberland County. 5. The parties have also agreed that any lawsuit brought with regard to the Guaranteed Sales Agreement, executed between the parties must be venued in this Court: "Any lawsuit brought with regard to this Guaranteed Sales Agreement will be venued in the Court of Common Pleas, Cumberland County,Pennsylvania." A true and correct copy of the Guaranteed Sales Agreement ("GSA"), a valid and enforceable written contract, is attached to this Complaint as Exhibit A. RELEVANT FACTS 6. Rite Aid is a national drug store chain with its principal office in Cumberland County, Pennsylvania. 7. At all times relevant to this Complaint, PatentHEALTH was involved in the manufacture, sale and/or distribution of nutraceuticals and over-the-counter drugs. 8. In 2001; PatentHEALTH became a new vendor of Rite Aid and began to sell PatentHEALTH products in Rite Aid stores. To govern this relationship,Rite Aid and PatentHEALTH entered into a series of agreements during the course of their relationship. Included among these agreements was the GSA dated July 19, 2010, in which PatentHEALTH "guarantee[d] the sale of[PatentHEALTH's] product to Rite Aid at both Customer Service Centers (i.e. distribution centers)and retail locations." See Exhibit A. 9. Under the GSA,Rite Aid had the right to return all unsold product to PatentHEALTH for a cash refund. 10. PatentHEALTH also entered into a Rite Aid Returns Agreement providing a method for the return of any damaged, defective, outdated or discontinued product. A true and correct copy of the Rite Aid Returns Agreement is attached as Exhibit B. 11. In 2012, PatentHEALTH discontinued shipping its product to Rite Aid. - 2- 12. On information and belief, PatentHEALTH sharply reduced its efforts to market its pr-eduetsVXQdW to consumers. 13. As of February 12-,buw A 2013,PatentHEALTH's account reflects a $255,808.3 06 875.68 negative balance based on charges that PatentHEALTH agreed to pay to Rite Aid. A true and correct copy of the current statement of account is attached hereto as Exhibit C. 14. As of the date of the filing of this Amended laint PatentHEALTH is in breach of its agreement with Rite Aid because refuses to ite Aid the negative account balance and it refuses W take back unsold product as it agreed to do under the GSA, L5- 14. Addition back its iproduct,Rite Aid has been forced to fund a mark-down of the unsold Product in an effort to mitigate its losses, Notwithstanding Rite Aid's efforts in this regard, Rite Aid is still holding over$160,QDO13h."worth of product that it is entitled to return to PatentHEALTH in exchange for a cash payment. 4-5, As of the date of the filing of this Gemplaint, PatentHEALT.H is it.1- KIC-12�0 of its agreement with Rite Aid beeause it refuses te pay Rite Aid the negative aeeettat balanee. COUNT 1 BREACH OF CONTRACT Rite Aid vs. PatentHEALTH 16. Rite Aid incorporates the averments in paragraphs 1 through 15 above as if fully set forth herein. - 3- 17. As noted above, in or about July of 2010, Rite Aid and PatentHEALTH entered into an agreement as evidenced by the Guaran4eed Sales Agr-eemeat;G$Aa0 the Rite Aid Returns Agreement. 18. The agreements Rite Aid entered into with PatentHEALTH were valid and enforceable. 19. Rite Aid has performed all conditions precedent under all agreements with PatentHEALTH. 20. As of Februesy 12, 2013, PatentHEALTH has a negative account balance of$255,808.3 and Rite Aid seeks to return over$16Q,0DQ13& §.9"of additionalunsold product. 21. Despite repeated requests and attempts to resolve this matter, PatentHEALTH refuses to pay the negative account balance to Rite Aid. 22. PatentHEALTH is in breach of its contract with Rite Aid because it has failed to pay the negative balance on its account product. 23. PatentHEALTH's conduct is without excuse or justification. 24. As of Febfuar-y 12, Rite Aid has suffered damages in excess of$255,808.3 875.68 due to the breaches of PatentHEALTH. WHEREFORE, Rite Aid requests judgment in an amount in excess of $255,808.35-,306,J75A8.plus interest, costs and all other amounts deemed appropriate by the Court. -4- COUNT II UNJUST ENRICHMENT Rite Aid vs. PatentHEALTH 25. Rite Aid incorporates the averments in paragraphs 1 through 24 above as if fully set forth herein. 26. In the event PatentHEALTH contends no contractual relationship exists, Rite Aid is entitled to recover the outstanding amounts to prevent PatentHEALTH from being unjustly enriched. 27. As is customary in the industry, PatentHEALTH was to pay for certain fees associated with the sale of its product. 28. Rite Aid has a reasonable expectation to be paid the negative balance comprising such fees and for the unsold product it is currently holding. 29. In the event the contracts are deemed to be unenforceable, Rite Aid has no adequate remedy at law. 30. PatentHEALTH reasonably should have expected to pay these fees as such fees are custom in the industry. Further, PatentHEALTH reasonably should have expected to permit returns of 4&any=uuwW product and to pay certain fees related to those returns. 31. It would be inequitable for PatentHEALTH to receive the benefit of the amounts still owed to Rite Aid. 32. Rite Aid is entitled to collect the outstanding balance,plus interest, from PatentHEALTH under the doctrine of unjust enrichment. 33. PatentHEALTH's wrongful conduct has caused damage to Rite Aid. - 5- I WHEREFORE,Rite Aid requests judgment in its favor and against PatentHEALTH in an amount in excess of$255,808.35, plus interest, costs and all other amounts deemed appropriate by the Court. COUNT III BREACH OF CONTRACT—SPECIFIC PERFORMANCE Rite Aid vs. PatentHEALTH 34. Rite Aid incorporated by reference the averments in paragraphs 1-33 above as if sully set forth herein. 35. As evidenced by the GSA, a copy of which is attached as Exhibit A, Rite Aid has the right to return all unsold Predue4pxqAW to PatentHEALTH at PatentHEALTH's expense in exchange for a cash payment by PatentHEALTH to Rite Aid. 36. To date, PatentHEALTH has refused to make payments that it is obligated to make to Rite Aid. Rite Aid is currently in possession of PatentHEALTH Pr-edue4px=qdAd that it desires to return. 37. Rite Aid has a reasonable fear diat& ia=PatentHEALTH will f refUnd to accept the return of its Pr-edue4pxQd or the return of that and/or to pay f Wade duct Rite Aid hac been forced to fLnd mark-downs in an effort to mitigate itc 38. As a result ef449NAbxftb§1an djugAhg&e—vffarb,Rite Aid will be left wid4fULhas more than$160,0 D023"worth of PredueftradW in its stores, all of whieh-, Rite Aid is entitled to return to. this product to PatentHEALTH but that it will behaXIM unable to do so due tobecause of PatentHEALTH's failure to honor its agreements with Rite Aid. - 6- WHEREFORE, Rite Aid requests judgment in the form of an order of specific performance compelling PatentHEALTH to accept the return of all Pfedue4px&dW for which Rite Aid has paid but which has not yet been sold at PatentHEALTH's expense and compelling PatentHEALTH to make a cash payment to Rite Aid in an amount of not less than $160,0 9013,OUQ for the amount of that Pr-e"etmu&Q1dpXQdact. Respectfully submitted, Brian P. Downey(PA 59891) Kathleen A. Mullen(PA 84604) PEPPER HAMILTON LLP 100 Market Street, Suite 200 P.O. Box 1181 Harrisburg,PA 17108-1181 717.255.1155 800.420.0618 Fax downeyb@pepperlaw.com mullenk@pepperlaw.com Date: Febfuafy 12, une .2013 Attorneys for Plaintiff Rite Aid HDQTRS Corp. - 7- VERIFICATION I,Ric Clarke, hereby state that I am authorized to make this verification on behalf of Rite Aid HDQTRS. Corp. I verify that the foregoing document was prepared with the assistance and advice of counsel, and in reliance upon counseI's advice; that the document, subject to inadvertent or undiscovered errors, is based upon and therefore limited by the records and information still in existence, presently recollected and thus far discovered in preparation of this document; and that subject to the limitations set forth herein, the statements contained in this document are true and correct to the best of his knowledge, information and belief. The language of the foregoing document is that of counsel. It is understood that the statements herein are made subject to the penalties of 18 Pa. C.S.A. § 4904 relating to unsworn falsification to authorities. Ric Clarke CERTIFICATE OF SERVICE I, Kathleen A. Mullen, hereby certify that on June 11, 2013, a true and correct copy of the foregoing was served via First Class U.S. Mail, postage prepaid, upon the following: Matthew A. Salerno, Esquire Douglas B. Schnee, Esquire McDonald Hopkins LLC 600 Superior Avenue East, Suite 2100 Cleveland, OH 44114 Attorneys for Defendant PatentHEALTH, LLC Kathleen A. Mullen RITE AID HDQTRS. CORP, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. 13-747 CIVIL TERM VS. PATENTHEALTH, LLC, CIVIL ACTION - LAW Defendant. ORDER AND NOW, this /3-Otday of 2013,upon consideration of Plaintiff Rite Aid HDQTRS. Corp.'s Motion for Leave to File Amended Complaint, it is hereby ORDERED that Plaintiff's Motion is granted. BY THE COURT: J. Distribution List: �rian P. Downey, Esquire Kathleen A. Mullen, Esquire PEPPER HAMILTON LLP 100 Market Street, Suite 200 R; F-n- _ �� P.O. Box 1181 Harrisburg, PA 17108-1181 �. atthew A. Salerno, Esquire Douglas B. Schnee, Esquire ' ,r y` McDonald Hopkins LLC 600 Superior Avenue East, Suite 2100 Cleveland, OH 44114 L RITE AID HDQTRS. CORP., IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. 13-747 CIVIL TERM PATENTHEALTH, LLC, CIVIL ACTION - LAWr�' . x} CD Defendant. NOTICE TO DEFEND ' You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20)days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. r IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 Telephone: (717) 249-3166 RITE AID HDQTRS. CORP, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. 13-747 CIVIL TERM VS. PATENTHEALTH, LLC, CIVIL ACTION - LAW Defendant. AVISO USTED HA SIDO DEMANDADO/A EN CORTE. Si usted desea defenderse de las demandas que se presentan mas adelante en las siguientes paginas, debe tomar acci6n dentro de los pr6ximos veinte (20) dias despues de la notificaci6n de esta Demanda y Aviso radicando personalmente o por medio de un abogado una comparecencia escrita y radicando en la Corte por escrito sus defensas de, y objecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tomar acci6n como se describe anteriormente, el caso puede proceder sin usted y un fallo por cualquier suma de dinero reclamada en la demanda o cualquier otra reclamaci6n o remedio solicitado por el demandante puede ser dictado en contra suya por la Corte sin mas aviso adicional. Usted puede perder dinero o propiedad u otros derechos importantes para usted. USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO INMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO, LLAME O VAYA A LA SIGUIENTE OFICINA. ESTA OFICINA PUEDE PROVEERLE INFORMACION A CERCA DE COMO CONSEGUIR UN ABOGADO. SI USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSIBLE QUE ESTA OFICINA LE PUEDA PROVEER INFORMACION SOBRE AGENCIAS QUE OFREZCAN SERVICIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUE CUALIFICAN. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 Telephone: (717) 249-3166 RITE AID HDQTRS. CORP, IN THE COURT OF COMMON PLEAS OF 30 Hunter Lane Camp Hill, PA 17011 CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, NO. 13-747 CIVIL TERM VS. PATENTHEALTH, LLC, CIVIL ACTION - LAW 8000 Freedom Avenue N.W. North Canton, OH 44720 Defendant. AMENDED COMPLAINT Plaintiff Rite Aid HDQTRS. Corp. ("Rite Aid"), by its undersigned attorneys, files this Complaint alleging as follows: PARTIES 1. Rite Aid is a Delaware corporation with its principal place of business at 30 Hunter Lane, Camp Hill, Pennsylvania 17011. 2. On information and belief, defendant PatentHEALTH, LLC ("PatentHEALTH") is an Ohio limited liability corporation with a principal place of business at 8000 Freedom Avenue N.W.,North Canton, Ohio 44720. JURISDICTION AND VENUE 3. This court has jurisdiction pursuant to 42 Pa.C.S. §931(a). 4. Venue in this Court is proper because the cause of action arose in Cumberland County and a transaction or occurrence took place out of which the cause of action arose in Cumberland County. 5. The parties have also agreed that any lawsuit brought with regard to the Guaranteed Sales Agreement, executed between the parties must be venued in this Court: "Any lawsuit brought with regard to this Guaranteed Sales Agreement will be venued in the Court of Common Pleas, Cumberland County, Pennsylvania." A true and correct copy of the Guaranteed Sales Agreement("GSA"), a valid and enforceable written contract, is attached to this Complaint as Exhibit A. - RELEVANT FACTS 6. Rite Aid is a national drug store chain with its principal office in Cumberland County, Pennsylvania. 7. At all times relevant to this Complaint, PatentHEALTH was involved in the manufacture, sale and/or distribution of nutraceuticals and over-the-counter drugs. 8. In 2001, PatentHEALTH became a new vendor of Rite Aid and began to sell PatentHEALTH products in Rite Aid stores. To govern this relationship, Rite Aid and PatentHEALTH entered into a series of agreements during the course of their relationship. Included among these agreements was the GSA dated July 19, 2010, in which PatentHEALTH "guarantee[d] the sale of[PatentHEALTH's] product to Rite Aid at both Customer Service Centers (i.e. distribution centers) and retail locations." See Exhibit A. 9. Under the GSA, Rite Aid had the right to return all unsold product to PatentHEALTH for a cash refund. 10. PatentHEALTH also entered into a Rite Aid Returns Agreement providing a method for the return of any damaged, defective,outdated or discontinued product. A true and correct copy of the Rite Aid Returns Agreement is attached as Exhibit B. 11. In 2012, PatentHEALTH discontinued shipping its product to Rite Aid. -2- 12. On information and belief, PatentHEALTH sharply reduced its efforts to market its product to consumers. 13. As of June 4, 2013, PatentHEALTH's account reflects a$306,875.68 negative balance based on charges that PatentHEALTH agreed to pay to Rite Aid. A true and correct copy of the current statement of account is attached hereto as Exhibit C. 14. As of the date of the filing of this Amended Complaint, PatentHEALTH is in breach of its agreement with Rite Aid because it refuses to pay Rite Aid the negative account balance and it refuses to take back unsold product as it agreed to do under the GSA. 15. Because of PatentHealth's unlawful refusal to take back its product, Rite Aid has been forced to fund a mark-down of the unsold product in an effort to mitigate its losses. Notwithstanding Rite Aid's efforts in this regard, Rite Aid is still holding over$73,669.00 worth of product that it is entitled to return to PatentHEALTH in exchange for a cash payment. COUNT 1 BREACH OF CONTRACT Rite Aid vs. PatentHEALTH 16. Rite Aid incorporates the averments in paragraphs 1 through 15 above as if fully set forth herein. 17. As noted above, in or about July of 2010,Rite Aid and PatentHEALTH entered into an agreement as evidenced by the GSA and the Rite Aid Returns Agreement. 18. The agreements Rite Aid entered into with PatentHEALTH were valid and enforceable. 19. Rite Aid has performed all conditions precedent under all agreements with PatentHEALTH. -3- 20. As of June 4, 2013, PatentHEALTH has a negative account balance of $306,875.68 and Rite Aid seeks to return over$73,669.00 of unsold product. 21. Despite repeated requests and attempts to resolve this matter, PatentHEALTH refuses to pay the negative account balance to Rite Aid. 22. PatentHEALTH is in breach of its contract with Rite Aid because it has failed to pay the negative balance on its account and has failed to accept the return of unsold product. 23. PatentHEALTH's conduct is without excuse or justification. 24. As of June 4, 2003, Rite Aid has suffered damages in excess of $306,875.68 due to the breaches of PatentHEALTH. WHEREFORE, Rite Aid requests judgment in an amount in excess of $306,875.68,plus interest, costs and all other amounts deemed appropriate by the Court. COUNT II UNJUST ENRICHMENT Rite Aid vs. PatentHEALTH 25. Rite Aid incorporates the averments in paragraphs 1 through 24 above as if fully set forth herein. 26. In the event PatentHEALTH contends no contractual relationship exists, Rite Aid is entitled to recover the outstanding amounts to prevent PatentHEALTH from being unjustly enriched. 27. As is customary in the industry, PatentHEALTH was to pay for certain fees associated with the sale of its product. 28. Rite Aid has a reasonable expectation to be paid the negative balance comprising such fees and for the unsold product it is currently holding. -4- 29. In the event the contracts are deemed to be unenforceable, Rite Aid has no adequate remedy at law. 30. PatentHEALTH reasonably should have expected to pay these fees as such fees are custom in the industry. Further, PatentHEALTH reasonably should have expected to permit returns of any unsold product and to pay certain fees related to those returns. 31. It would be inequitable for PatentHEALTH to receive the benefit of the amounts still owed to Rite Aid. 32. Rite Aid is entitled to collect the outstanding balance,plus interest, from PatentHEALTH under the doctrine of unjust enrichment. 33. PatentHEALTH's wrongful conduct has caused damage to Rite Aid. WHEREFORE, Rite Aid requests judgment in its favor and against PatentHEALTH in an amount in excess of$306,875.68,plus interest, costs and all other amounts deemed appropriate by the Court. COUNT III BREACH OF CONTRACT—SPECIFIC PERFORMANCE Rite Aid vs. PatentHEALTH 34. Rite Aid incorporated by reference the averments in paragraphs 1-33 above as if sully set forth herein. 35. As evidenced by the GSA, a copy of which is attached as Exhibit A, Rite Aid has the right to return all unsold product to PatentHEALTH at PatentHEALTH's expense in exchange for a cash payment by PatentHEALTH to Rite Aid. 36. To date, PatentHEALTH has refused to make payments that it is obligated to make to Rite Aid. Rite Aid is currently in possession of PatentHEALTH product that it desires to return. -5- 37. Because PatentHEALTH has refused to accept the return of its product and/or to pay for the return of that product, Rite Aid has been forced to fund mark-downs in an effort to mitigate its damages. 38. Notwithstanding these efforts, Rite Aid still has more than $73,000 worth of product in its stores. Rite Aid is entitled to return to this product to PatentHEALTH but has been unable to do so because of PatentHEALTH's failure to honor its agreements with Rite Aid. WHEREFORE, Rite Aid requests judgment in the form of an order of specific performance compelling PatentHEALTH to accept the return of all product for which Rite Aid has paid but which has not yet been sold at PatentHEALTH's expense and compelling PatentHEALTH to make a cash payment to Rite Aid in an amount of not less than $73,669.00 for the amount of that unsold product. Respectfully submitted, Brian P. Downey(PA 59891) Kathleen A. Mullen (PA 84604) PEPPER HAMILTON LLP 100 Market Street, Suite 200 P.O. Box 1181 Harrisburg, PA 17108-1181 717.255.1155 800.420.0618 Fax downeyb@pepperlaw.com mullenk @pepperlaw.com Date: June 21 , 2013 Attorneys for Plaintiff Rite Aid HDQTRS Corp. -6- 1 I I. I ,% i i. i i � 1 1 i 1 i r I 1 i i ,. RITE AID GUARANTEED SALES AGREEMENT Rite Aid will consider Vendor's product(s)for distribution and sale under the terms and conditions set forth in this Agreement. In consideration of Rite Aid's agreement to review a new entry into its mix, as well as in consideration of the mutual premises contained herein, the parties agree as follows: 1. Vendor will guarantee the sale of Vendor's product(s)to Rite Aid at both Customer Service Centers(i.e. distribution centers)and retail locations. 2. During the first ninety(90)days,or such other period as Rite Aid may determine in its sole discretion following the date if the Vendor's first delivery of product(s)to Rite Aid (the"Review Period',Vendor's account will be on a review status to permit Rite Aid to assess the performance of the product(s). After the Review Period, Rite Aid will pay only for those product(s) that are actually sold,and Rite Aid's payment will be reduced by any and all cash discounts or other debit amounts(including,but not limited to, advertising,displays,markdowns and price protection)due to Rite Aid. If at the end of the Review Period,Rite Aid and Vendor mutually agree that the Vendor's product(s) is not selling at an acceptable rate, then Rite Aid will have the right to(a)require Vendor to review and modify Vendor's marketing plan to ensure future success and(b)extend the due date of the original invoice submitted by Vendor by a maximum of thirty(30)days. Rite Aid also has the right to require a cash payment,as described in paragraph(3) below. The foregoing rights are not exclusive. At the end of the Review Period, Rite Aid may terminate this Agreement,place the Vendor on Rite Aid's customary payment terms, or extend the Review Period if mutually agreed upon by Rite aid and Vendor. 3. If at any time Rite Aid determines in its sole discretion that Vendor's product(s) performance continues to be unacceptable,Rite Aid will have the right to return at Vendor's expense all unsold product(s)to Vendor's facility in return for Vendor's cash payment to Rite Aid for any products for which Rite Aid has paid,but have not been sold. Vendor's payment to Rite Aid shall be made(a) by wire transfer of immediately available funds or certified check,and(b)no later than forty-five(45)days after Rite Aid has returned the product(s). 4. Upon settlement of Vendor's account,all outstanding invoices will be paid promptly, less any and all cash discounts or other debit amounts due to Rite Aid. Revised 10/22f2OU7 5. The terms and conditions of this Agreement are in addition to, and in no way limit,Rite Aid's rights and remedies under Rite Aid's Vendor Profile, standard terms and conditions or purchase orders. In the event of inconsistency between the terms and conditions of the Agreement and any of the foregoing documents, this Agreement will govern. 6. The parties agree that Pennsylvania law governs this Agreement not withstanding its conflicts of law provisions. Any lawsuit brought with regard to this Guaranteed Sales Agreement will be venued in the Court of Common Pleas, Cumberland County, Pennsylvania. 7. The parties specifically agree that 13 Pa. C.S.A. §2326&2327(b)are inapplicable and that Vendor will accept returned goods in their"as-is"condition. 8. All returns are at risk of vendor. 9. Vendor can not assign any product covered by this Agreement to any third party without the express written consent of a Vice President of Category Management. Rite Aid is enthusiastic about the opportunity to distribute product(s)into the marketplace. Rite Aid wishes you every success in your endeavor to provide a product that is unique. Please allow Rite Aid to assist you in your distribution needs by arranging for a duly authorized officer to sign and date this Agreement on behalf of your company,and return the executed letter to Rite Aid's Merchandising Department. Vendor: _PatendWALTH, LLC I� By: Title: V� Authori d Signa e Date: `7 /6 Revised!0/MO07 r -, .- y _. � � -- l I.. y ) tl t' RITE AID RETURNS AGREEMENT Please note: A Separate Returns Agreement must be filled out for each vendor number, Company Name: PatentHEALTH, LLC Contact Name: Geof Schuetz Phone#330417-4898 Fax#330-966-5715 Vendor Number: 33872 E-Mail Address: grschuatz@patenthealth.com Invoice Address. Shipping Address: 3939 Everhard Road,N.W. Canton OH 44709 Category Manager .-Ric Clarke Associate Category Manager. TERMS OF AGREEMENT: A. Unsalable Merchandise 1. All vendors will be charged the following processing fees for damaged, defective, outdated,and discontinued goods.These fees are based on the findings from the Joint Industry Task Force Study(JIR): DPC(Direct Product Cost) $0.085 Post Damage $0.111 Ops through Scan: $0.101 $0.297 2. All vendors must determine a method of disposition for their unsaleable products. Based on the CODE/DESCRIPTIONS listed below,the vendor representative will check(X)the method his/her company has authorized Rite Aid to use. The additional charge,shown in()at the end of the description,will be added to the charges above. CODE DESCRIPTION{JIR COST) COPT X_ Scan and disposition is left up to the discretion of Rite Aid($0.020) DONA Scan and donate($0.030) SHBK_ Scan and ship back to vendor($0.180) OPEN RA#REQUIRED WITH THIS OPTION RA# NOTE: Any product remaining In the reclamation centers for 45 days from the date of invoice, without a Return Authorization Number, will be disposed of at the discretion of Rite Aid Corporation. Rite Aid Corporation will not entertain ANY requests for payback of product that falls Into this category. 3. All products will be billed at Rite Aid's current list cost+JIR billing factors(013C, Post Damage Handling, RCC Charges,Disposition Charges)unless otherwise agreed to in writing by Rite Aid Corporation.Vendor billing Is not to exceed 130%of Rite Aid's list cost. Freight will be shipped on Rite Aid's preferred carriers. All freight costs will be charged back to the vendor. Rev 10/23107 4. All changes to policies must be in writing to Rite Aid Corporation.Approved policy changes will take effect within 30 days following their approval. 5. All vendors will agree to forward a copy of their current national policy regarding reclamation to be reviewed by Rite Aid Corporation. This will be sent to; Rite Aid Corporation 30 Hunter lane Camp Hill, PA 17011 Attention.Manager,Front End Returns 6. All damaged and outdated invoices are available through the Rite Aid Paperless Invoice System using the Carolina Supply Chain Services Website at www.carolinasut)glvchainservices.com. Vendors should contact the Manager, Front End Returns,at 717-2148832 to request setup of their Company's authorized user. (See Page 3) B. Recall Merchandise Please note:The dispositions on page 1 P9 NOLapply to recalls.A separate agreement MUST be filled out for all recalls at the time the recall Is being activated.This allows a vendor to have a separate disposition on recalls than they have on damaged and outdated returns. 1. All recall invoices are available through the Rite Aid Paperless Invoice System using the Carolina Supply Chain Services Website at www.carolinasuoalychainservices.com. Vendors should contact the Manager, Front End Returns,at 717-214-8832 to request setup of their Company's authorized user. (See Page 3) The signatures below by the appropriate Category Manager of Rite Aid Corporation and the vendor representative of said company denote their understanding and acceptance of the above agreement. W�d, Signature(Vehd4 Representative) Date Signature(Authorized by Rite Aid Corporation) Date PatentHFALTH t_LC. Rite Aid Corporation Company Rev 10/23/07 �� C Statement Summary Report 33872 PATENTHEALTH, LLC Reason Inv.Gross Inv.Dsc. Inv.Shortage Inv.Pricing Inv/PBICB Net Inv.Not Due PB/CB Not Due Amt.Held 02 Recall Merchandise Returns $0.00 $0.00 $0.00 $0.00 ($664.80) $0.00 $0.00 $0.00 06 Freight Charges $0.00 $0.00 $0.00 $0.00 ($1,053.38) $0.00 $0.00 $0.00 14 Markdowns $0.00 $0.00 $0.00 $0.00 ($42,849.75) $0.00 $0.00 $0.00 25 Advertising Allowances $0.00 $0.00 $0.00 $0.00 ($10,990.80) $0.00 $0.00 $0.00 48 Unsaleables $0.00 $0.00 $0.00 $0.00 ($233,070.97) $0.00 $0.00 $0.00 49 Recalls $0.00 $0.00 $0.00 $0.00 ($98,614.40) $0.00 $0.00 $0.00 70 Vendor Compliance $0.00 $0.00 $0.00 $0.00 ($23,576.00) $0.00 $0.00 $0.00 DR Deferred Revenue $0.00 $0.00 $0.00 $0.00 ($1,648.62) $0.00 $0.00 $0.00 Invoices Due $108,180.00 ($2,154.96) ($432.00) $0.00 $105,593.04 $0.00 $0.00 $0.00 Totals $108,160.00 ($2,154.96) ($432.00) $0.00 ($306,875.68) $0.00 $0.00 $0.00 Balance as of Today : ($306,875.68) Total Outstanding Balance : ($306,875.68) Total Outstanding Balance Excluding Holds : ($306,875.68) DETAIL BY REASON CODE (ALL INVOICES, PAYBACKS, CHARGEBACKS, ETC.) 33872 PATENTHEALTH, LLC Reason Inv Shortage Pricing Miscellaneous Days Over Code Reason Text Type Inv Number Inv Date Due Date Gross Amt -Disc Amt Amt Amt Amt Net Amt Hold Due 02 Recall Merchandise Return CB 0488954 10/26/2012 10/26/2012 ($664.80) $0.00 $0.00 $0.00 $0.00 ($664.80) N 221 TOTAL ($664.80) 06 Freight Charges CB 9670503625 3/6/2012 4/11/2012 ($21.98) $0.00 $0.00 $0.00 $0.00 ($21.98) N 419 06 Freight Charges CB 7770534100 5/7/2012 6/7/2012 ($18.48) $0.00 $0.00 $0.00 $0.00 ($18.48) N 362 06 Freight Charges CB 9670551985 6/7/2012 7/6/2012 ($5.62) $0.00 $0.00 $0.00 $0.00 ($5.62) N 333 06 Freight Charges CB 7770565821 6/25/2012 7/18/2012 ($4.62) $0.00 $0.00 $0.00 $0.00 ($4.62) N 321 06 Freight Charges CB 9670566392 6/27/2012 7/23/2012 ($5.32) $0.00 $0.00 $0.00 $0.00 ($5.32) N 316 06 Freight Charges CB 7770584075 7/26/2012 8/15/2012 ($36.93) $0.00 $0.00 $0.00 $0.00 ($36.93) N 293 06 - Freight Charges CB 9670584242 7/26/2012 8/17/2012 ($4.68) $0.00 $0.00 $0.00 $0.00 ($4.68) N 291 614/2013 Page 1 of 6 DETAIL BY REASON CODE (ALL INVOICES, PAYBACKS, CHARGEBACKS, ETC.) 33872 PATENTHEALTH, LLC Reason Inv Shortage Pricing Miscellaneous Days Over Code Reason Text TYPO Inv Number Inv Date Due Date Gross Amt Disc Amt Amt Amt Amt Net Amt Hold Due 06 Freight Charges CB 2289177093 8/2/2012 8/27/2012 ($87.00) $0.00 $0.00 $0.00 $0.00 ($87.00) N 281 06 Freight Charges CB 0179444591 8/3/2012 8/29/2012 ($182.76) $0.00 $0.00 $0.00 $0.00 ($182.76) N 279 06 Freight Charges CB 7770623132 9/13/2012 10/11/2012 ($77.52) $0.00 $0.00 $0.00 $0.00 ($77.52) N 236 06 Freight Charges CB 2289177150 9/12/2012 10/11/2012 ($178.78) $0.00 $0.00 $0.00 $0.00 ($178.78) N 236 06 Freight Charges CB 0179066843 9/25/2012 10/18/2012 ($89.39) $0.00 $0.00 $0.00 $0.00 ($89.39) N 229 06 Freight Charges CB 7770629370 9/25/2012 10/23/2012 ($36.48) $0.00 $0.00 $0.00 $0.00 ($36.48) N 224 06 Freight Charges CB 7770635890 10/1/2012 10/31/2012 ($68.41) $0.00 $0.00 $0.00 $0.00 ($68.41) N 216 06 Freight Charges CB 9670641716 10/4/2012 11/1/2012 ($30.66) $0.00 $0.00 $0.00 $0.00 ($30.66) N 215 06 Freight Charges CB 9670645967 10/10/2012 11/2/2012 ($40.45) $0.00 $0.00 $0.00 $0.00 ($40.45) N 214 06 Freight Charges CB 7770656062 10/22/2012 11/26/2012 ($36.80) $0.00 $0.00 $0.00 $0.00 ($36.80) N 190 06 Freight Charges CB 9670666313 11/6/2012 12/11/2012 ($5.13) $0.00 $0.00 $0.00 $0.00 ($5.13) N 175 06 Freight Charges CB 7770674110 11/20/2012 12/20/2012 ($4.62) $0.00 $0.00 $0.00 $0.00 ($4.62) N 166 06 Freight Charges CB 7770681613 11/29/2012 12/21/2012 ($27.72) $0.00 $0.00 $0.00 $0.00 ($27.72) N 165 06 Freight Charges CB 9670689879 12/12/2012 1/16/2013 ($5.03) $0.00 $0.00 $0.00 $0.00 ($5.03) N 139 06 Freight Charges CB 7770698437 12/27/2012 1/21/2013 ($9.24) $0.00 $0.00 $0.00 $0.00 ($9.24) N 134 06 Freight Charges CB 9670702783 1/3/2013 1/29/2013 ($56.13) $0.00 $0.00 $0.00 $0.00 ($56.13) N 126 06 Freight Charges CB 0300019734 3/4/2013 4/2/2013 ($3.92) $0.00 $0.00 $0.00 $0.00 ($3.92) N 63 06 Freight Charges CB 0341924557 3/26/2013 4/29/2013 ($3.92) $0.00 $0.00 $0.00 $0.00 ($3.92) N 36 06 Freight Charges CB 0300030006 4/25/2013 5/21/2013 ($3.93) $0.00 $0.00 $0.00 $0.00 ($3.93) N 14 06 Freight Charges CB 0300004092 4/26/2013 5/31/2013 ($7.86) $0.00 $0.00 $0.00 $0.00 ($7.86) N 4 TOTAL ($1,053.38) 14 Markdowns CB 0439934 5/7/2012 5/8/2012 ($28,296.00) $0.00 $0.00 $0.00 $0.00 ($28,296.00) N 392 14 Markdowns CB 0439957 5/7/2012 5/8/2012 ($1,861.50) $0.00 $0.00 $0.00 $0.00 ($1,861.50) N 392 14 Markdowns CB 0440022 5/7/2012 5/8/2012 ($3,791.00) $0.00 $0.00 $0.00 $0.00 ($3,791.00) N 392 14 Markdowns CB 0460630 6/5/2012 6/5/2012 ($278.50) $0.00 $0.00 $0.00 $0.00 ($278.50) N 364 14 Markdowns CB 0455869 9/11/2012 9/11/2012 ($14.25) $0.00 $0.00 $0.00 $0.00 ($14.25) N 266 14 Markdowns CB 0455870 9/11/2012 9/11/2012 ($3,505.50) $0.00 $0.00 $0.00 $0.00 ($3,505.50) N 266 14 Markdowns CB 0480845 9/11/2012 9/11/2012 ($138.00) $0.00 $0.00 $0.00 $0.00 ($138.00) N 266 14 Markdowns CB 0463625 10/22/2012 10/22/2012 ($322.50) $0.00 $0.00 $0.00 $0.00 ($322.50) N 225 14 Markdowns CB 0463626 10/22/2012 10/22/2012 ($4,642.50) $0.00 $0.00 $0.00 $0.00 ($4,642.50) N 225 TOTAL ($42,849.75) 25 Advertising Allowances CB 0459450 6/12/2012 6/12/2012 ($990.00) $0.00 $0.00 $0.00 $0.00 ($990.00) N 357 25 Advertising Allowances CB 0464554 7/9/2012 7/10/2012 ($367.20) $0.00 $0.00 $0.00 $0.00 ($367.20) N 329 25 Advertising Allowances C8 0469713 8/1/2012 8/2/2012 ($410.40) $0.00 $0.00 $0.00 $0.00 ($410.40) N 306 25 Advertising Allowances CB 0479454 9/7/2012 9/8/2012 ($151.20) $0.00 $0.00 $0.00 $0.00 ($151.20) N 269 25 Advertising Allowances CB 0484691 10/3/2012 10/4/2012 ($669.60) $0.00 $0.00 $0.00 $0.00 ($669.60) N 243 25 Advertising Allowances CB 0489946 11/2/2012 11/5/2012 ($6,976.80) $0.00 $0.00 $0.00 $0.00 ($6,976.80) N 211 25 Advertising Allowances CB 0496070 12/5/2012 12/6/2012 ($1,425.60) $0.00 $0.00 $0.00 $0.00 ($1,425.60) N 180 6/4/2013 Page 2 of 6 DETAIL BY REASON CODE (ALL INVOICES, PAYBACKS, CHARGEBACKS, ETC.) 33872 PATENTHEALTH, LLC Reason Inv Shortage Pricing Miscellaneous Days Over Code Reason Text Type Inv Number Inv Date Due Date Gross Amt Disc Amt Amt Amt Amt Net Amt Hold Due TOTAL ($10,990.80) 48 Unsaleables CB D051291446 4/20/2012 4/23/2012 ($369.54) $0.00 $0.00 $0.00 $0.00 ($369.54) N 407 48 Unsaleables CB D053647452 4/20/2012 4/23/2012 ($3,905.27) $0.00 $0.00 $0.00 $0.00 ($3,905.27) N 407 48 Unsaleables CB D055834445 4/20/2012 4/23/2012 ($1,212.88) $0.00 $0.00 $0.00 $0.00 ($1,212.88) N 407 48 Unsaleables CB D055453452 5/25/2012 5/29/2012 ($3,096.02) $0.00 $0.00 $0.00 $0.00 ($3,096.02) N 371 48 Unsaleables CB D057568445 5/25/2012 5/29/2012 ($739.08) $0.00 $0.00 $0.00 $0.00 ($739.08) N 371 48 Unsaleables CB D053000446 5/25/2012 5/29/2012 ($2,945.46) $0.00 $0.00 $0.00 $0.00 ($2,945.46) N 371 48 Unsaleables CB D057210452 6/22/2012 6/25/2012 ($1,945.82) $0.00 $0.00 $0.00 $0.00 ($1,945.82) N 344 48 Unsaleables CB D059291445 6/22/2012 6/25/2012 ($19,810.10) $0.00 $0.00 $0.00 $0.00 ($19,810.10) N 344 48 Unsaleables CB D054678446 6/22/2012 6/25/2012 ($1,753.49) $0.00 $0.00 $0.00 $0.00 ($1,753.49) N 344 48 Unsaleables CB D056292446 7/20/2012 7/23/2012 ($9,407.40) $0.00 $0.00 $0.00 $0.00 ($9,407.40) N 316 48 Unsaleables CB D058886452 7/20/2012 7/23/2012 ($9,088.56) $0.00 $0.00 $0.00 $0.00 ($9,088.56) N 316 48 Unsaleables CB D061037445 7/20/2012 7/23/2012 ($12,760.86) $0.00 $0.00 $0.00 $0.00 ($12,760.86) N 316 48 Unsaleables CB D062672445 8/24/2012 8/27/2012 ($14,830.51) $0.00 $0.00 $0.00 $0.00 ($14,830.51) N 281 48 Unsaleables CB D057911446 8/24/2012 8/27/2012 ($9,811.61) $0.00 $0.00 $0.00 $0.00 ($9,811.61) N 281 48 Unsaleables CB D060585452 8/24/2012 8/27/2012 ($12,045.65) $0.00 $0.00 $0.00 $0.00 ($12,045.65) N 281 48 Unsaleables CB D064379445 9/21/2012 9/24/2012 ($7,277.48) $0.00 $0.00 $0.00 $0.00 ($7,277.48) N 253 48 Unsaleables CB D062313452 9/21/2012 9/24/2012 ($15,125.77) $0.00 $0.00 $0.00 $0.00 ($15,125.77) N 253 48 Unsaleables CB D059585446 9/21/2012 9/24/2012 ($7,852.52) $0.00 $0.00 $0.00 $0.00 ($7,852.52) N 253 48 Unsaleables CB D061204446 10/19/2012 10/22/2012 ($1,292.87) $0.00 $0.00 $0.00 $0.00 ($1,292.87) N 225 48 Unsaleables CB D063999452 10/19/2012 10/22/2012 ($8,530.74) $0.00 $0.00 $0.00 $0.00 ($8,530.74) N 225 48 Unsaleables CB D066007445 10/19/2012 10/22/2012 ($2,161.81) $0.00 $0.00 $0.00 $0.00 ($2,161.81) N 225 48 Unsaleables CB D062775446 11/23/2012 11/26/2012 ($673.31) $0.00 $0.00 $0.00 $0.00 ($673.31) N 190 48 Unsaleables CB D065843452 11/23/2012 11/26/2012 ($7,514.44) $0.00 $0.00 $0.00 $0.00 ($7,514.44) N 190 48 Unsaleables CB D067640445 11/23/2012 11/26/2012 ($2,993.27) $0.00 $0.00 $0.00 $0.00 ($2,993.27) N 190 48 Unsaleables CB D064453446 12/21/2012 12/24/2012 ($3,924.77) $0.00 $0.00 $0.00 $0.00 ($3,924.77) N 162 48 Unsaleables CB D067631452 12/21/2012 12/24/2012 ($8,242.68) $0.00 $0.00 $0.00 $0.00 ($8,242.68) N 162 48 Unsaleables CB D069421445 12/21/2012 12/24/2012 ($14,509.94) $0.00 $0.00 $0.00 $0.00 ($14,509.94) N 162 48 Unsaleables CB D069118446 1/18/2013 1/21/2013 ($2,275.06) $0.00 $0.00 $0.00 $0.00 ($2,275.06) N 134 48 Unsaleables CB D072706452 1/18/2013 1/21/2013 ($1,669.52) $0.00 $0.00 $0.00 $0.00 ($1,669.52) N 134 48 Unsaleables CB D074698445 1/18/2013 1/21/2013 ($1,862.44) $0.00 $0.00 $0.00 $0.00 ($1,862.44) N 134 48 Unsaleables CB D070680446 2/22/2013 2/25/2013 ($831.47) $0.00 $0.00 $0.00 $0.00 ($831.47) N 99 48 Unsaleables CB D074420452 2/22/2013 2/25/2013 ($856.04) $0.00 $0.00 $0.00 $0.00 ($856.04) N 99 48 Unsaleables CB D076398445 2/22/2013 2/25/2013 ($591.26) $0.00 $0.00 $0.00 $0.00 ($591.26) N 99 48 Unsaleables CB D076183452 3/22/2013 3/25/2013 ($4,268.19) $0.00 $0.00 $0.00 $0.00 ($4,268.19) N 71 48 Unsaleables CB D078099445 3/22/2013 3/25/2013 ($5,062.70) $0.00 $0.00 $0.00 $0.00 ($5,062.70) N 71 48 Unsaleables CB D072337446 3/22/2013 3/25/2013 ($3,357.40) $0.00 $0.00 $0.00 $0.00 ($3,357.40) N 71 48 Unsaleables CB D073925446 4/19/2013 4/22/2013 ($3,270.43) $0.00 $0.00 $0.00 $0.00 ($3,270.43) N 43 48 Unsaleables CB D077999452 4/19/2013 4/22/2013 ($5,721.98) $0.00 $0.00 $0.00 $0.00 ($5,721.98) N 43 48 Unsaleables CB D079888445 4/19/2013 4/22/2013 ($6,639.56) $0.00 $0.00 $0.00 $0.00 ($6,639.56) N 43 6/4/2013 Page 3 of 6 DETAIL BY REASON CODE (ALL INVOICES, PAYBACKS, CHARGEBACKS, ETC.) 33872 PATENTHEALTH, LLC Reason Inv Shortage Pricing Miscellaneous Days Over Code Reason Text Type Inv Number Inv Date Due Date Gross Amt Disc Amt Amt Amt Amt Net Amt Hold Due 48 Unsaleables CB D075484446 5/24/2013 5/28/2013 ($2,147.89) $0.00 $0.00 $0.00 $0.00 ($2,147.89) N 7 48 Unsaleables CB D079753452 5/24/2013 5/28/2013 ($3,988.03) $0.00 $0.00 $0.00 $0.00 ($3,988.03) N 7 48 Unsaleables CB D081682445 5/24/2013 5/28/2013 ($6,707.15) $0.00 $0.00 $0.00 $0.00 ($6,707.15) N 7 TOTAL ($233,070.97) 49 Recalls CB R011508446 8/24/2012 9/7/2012 ($255.20) $0.00 $0.00 $0.00 $0.00 ($255.20) N 270 49 Recalls CB R014491452 8/24/2012 9/7/2012 ($452.40) $0.00 $0.00 $0.00 $0.00 ($452.40) N 270 49 Recalls CB R016304445 8/24/2012 9/7/2012 ($301.60) $0.00 $0.00 $0.00 $0.00 ($301.60) N 270 49 Recalls CB R011943446 9/21/2012 10/5/2012 ($4,373.20) $0.00 $0.00 $0.00 $0.00 ($4,373.20) N 242 49 Recalls CB R015307452 9/21/2012 10/5/2012 ($7,029.60) $0.00 $0.00 $0.00 $0.00 ($7,029.60) N 242 49 Recalls CB R017213445 9/21/2012 10/5/2012 ($9,164.00) $0.00 $0.00 $0.00 $0.00 ($9,164.00) N 242 49 Recalls CB R012248446 10/19/2012 11/2/2012 ($904.80) $0.00 $0.00 $0.00 $0.00 ($904.80) N 214 49 Recalls CB R012497446 10/19/2012 11/2/2012 ($11,020.00) $0.00 $0.00 $0.00 $0.00 ($11,020.00) N 214 49 Recalls CB R015624452 10/19/2012 11/2/2012 ($962.80) $0.00 $0.00 $0.00 $0.00 ($962.80) N 214 49 Recalls CB R015893452 10/19/2012 11/2/2012 ($8,451.20) $0.00 $0.00 $0.00 $0.00 ($8,451.20) N 214 49 Recalls CB R017547445 10/19/2012 11/2/2012 ($1,160.00) $0.00 $0.00 $0.00 $0.00 ($1,160.00) N 214 49 Recalls CB R017821445 10/19/2012 11/2/2012 ($15,534.40) $0.00 $0.00 $0.00 $0.00 ($15,534.40) N 214 49 Recalls CB R016381452 11/23/2012 12/7/2012 ($13,452.00) $0.00 $0.00 $0.00 $0.00 ($13,452.00) N 179 49 Recalls CB R018299445 11/23/2012 12/7/2012 ($20,124.80) $0.00 $0.00 $0.00 $0.00 ($20,124.80) N 179 49 Recalls CB R018024445 11/23/2012 12/7/2012 ($232.00) $0.00 $0.00 $0.00 $0.00 ($232.00) N 179 49 Recalls CB R012649446 11/23/2012 12/7/2012 ($278.40) $0.00 $0.00 $0.00 $0.00 ($278.40) N 179 49 Recalls CB R016101452 11/23/2012 12/7/2012 ($243.60) $0.00 $0.00 $0.00 $0.00 ($243.60) N 179 49 Recalls CB R012879446 11/23/2012 12/7/2012 ($4,392.80) $0.00 $0.00 $0.00 $0.00 ($4,392.80) N 179 49 Recalls CB R013252446 12/21/2012 1/4/2013 ($76.00) $0.00 $0.00 $0.00 $0.00 ($76.00) N 151 49 Recalls CB R016794452 12/21/2012 1/4/2013 ($15.20) $0.00 $0.00 $0.00 $0.00 ($15.20) N 151 49 Recalls CB R018694445 12/21/2012 1/4/2013 ($23.20) $0.00 $0.00 $0.00 $0.00 ($23.20) N 151 49 Recalls CB R018862445 12/21/2012 1/4/2013 ($121.60) $0.00 $0.00 $0.00 $0.00 ($121.60) N 151 49 Recalls CB R020327445 3/22/2013 4/5/2013 ($45.60). $0.00 $0.00 $0.00 $0.00 ($45.60) N 60 TOTAL ($98,614.40) 70 Vendor Compliance CB 3387200178 3/1/2012 4/13/2012 ($250.00) $0.00 $0.00 $0.00 $0.00 ($250.00) N 417 70 Vendor Compliance CB 3387200176 3/1/2012 4/13/2012 ($1,260.00) $0.00 $0.00 $0.00 $0.00 ($1,260.00) N 417 70 Vendor Compliance CB 3387200177 3/1/2012 4/13/2012 ($980.00) $0.00 $0.00 $0.00 $0.00 ($980.00) N 417 70 Vendor Compliance CB 3387200179 7/1/2012 8/13/2012 ($2,106.00) $0.00 $0.00 $0.00 $0.00 ($2,106.00) N 295 70 Vendor Compliance CB 3387200180 8/1/2012 9/13/2012 ($2,030.00) $0.00 $0.00 $0.00 $0.00 ($2,030.00) N 264 70 Vendor Compliance CB 3387200181 10/2/2012 10/10/2012 ($310.00) $0.00 $0.00 $0.00 $0.00 ($310.00) N 237 70 Vendor Compliance CB 3387200182 9/1/2012 10/13/2012 ($1,080.00) $0.00 $0.00 $0.00 $0.00 ($1,080.00) N 234 70 Vendor Compliance CB 3387200184 10/1/2012 11/14/2012 ($1,855.00) $0.00 $0.00 $0.00 $0.00 ($1,855.00) N 202 70 Vendor Compliance CB 3387200183 10/1/2012 11/14/2012 ($2,345.00) $0.00 $0.00 $0.00 $0.00 ($2,345.00) N 202 70 Vendor Compliance CB 3387200185 11/1/2012 12/15/2012 ($2,450.00) $0.00 $0.00 $0.00 $0.00 ($2,450.00) N 171 70 Vendor Compliance CB 3387200186 12/1/2012 1/14/2013 ($1,350.00) $0.00 $0.00 $0.00 $0.00 ($1,350.00) N 141 6/4/2013 Page 4 of 6 DETAIL BY REASON CODE (ALL INVOICES, PAYBACKS, CHARGEBACKS, ETC.) 33872 PATENTHEALTH, LLC Reason Inv Shortage Pricing Miscellaneous Days Over Code Reason Text Type Inv Number Inv Date Due Date Gross Amt Disc Amt Amt Amt Amt Net Amt Hold Due 70 Vendor Compliance CB 3387200187 1/1/2013 2/13/2013 ($3,780.00) $0.00 $0.00 $0.00 $0.00 ($3,780.00) N 111 70 Vendor Compliance CB 3387200188 2/1/2013 3/13/2013 ($3,780.00) $0.00 $0.00 $0.00 $0.00 ($3,780.00) N 83 TOTAL ($23,576.00) 99 Invoice IN 5100255319 5/9/2012 6/11/2012 $8,208.00 ($164.16) $0.00 $0.00 $0.00 $8,043.84 N 358 99 Invoice IN S100257341 5/23/2012 6/25/2012 $1,692.00 ($33.84) $0.00 $0.00 $0.00 $1,658.16 N 344 99 Invoice IN 5100261214 6/5/2012 7/9/2012 $648.00 ($4.32) ($432.00) $0.00 $0.00 $211.68 N 330 99 Invoice IN 5100261170 6/5/2012 7/9/2012 $432.00 ($8.64) $0.00 $0.00 $0.00 $423.36 N 330 99 Invoice IN S100262715 6/14/2012 7/18/2012 $432.00 ($8.64) $0.00 $0.00 $0.00 $423.36 N 321 99 Invoice IN S100263365 6/19/2012 7/23/2012 $2,592.00 ($51.84) $0.00 $0.00 $0.00 $2,540.16 N 316 99 Invoice IN 5100265636 7/3/2012 8/6/2012 $1,512.00 ($30.24) $0.00 $0.00 $0.00 $1,481.76 N 302 99 Invoice IN S100267574 7/12/2012 8/15/2012 $2,592.00 ($51.84) $0.00 $0.00 $0.00 $2,540.16 N 293 99 Invoice IN 5100271182 8/8/2012 9/12/2012 $216.00 ($4.32) $0.00 $0.00 $0.00 $211.68 N 265 99 Invoice IN 5100272089 8/17/2012 9/24/2012 $1,296.00 ($25.92) $0.00 $0.00 $0.00 $1,270.08 N 253 99 Invoice IN 5100275268 9/6/2012 10/10/2012 $2,160.00 ($43.20) $0.00 $0.00 $0.00 $2,116.80 N 237 99 Invoice IN 5100276659 9/19/2012 10/24/2012 $1,080.00 ($21.60) $0.00 $0.00 $0.00 $1,058.40 N 223 99 Invoice IN 5100276816 9/20/2012 10/25/2012 $864.00 ($17.28) $0.00 $0.00 $0.00 $846.72 N 222 99 Invoice IN 5100277041 9/24/2012 10/26/2012 $1,512.00 ($30.24) $0.00 $0.00 $0.00 $1,481.76 N 221 99 Invoice IN 5100276648 9/19/2012 10/26/2012 $1,080.00 ($21.60) $0.00 $0.00, $0.00 $1,058.40 N 221 99 Invoice IN 5100277833 9/27/2012 11/1/2012 $3,888.00 ($77.76) $0.00 $0.00 $0.00 $3,810.24 N 215 99 Invoice IN 5100278213 10/2/2012 11/2/2012 $2,160.00 ($43.20) $0.00 $0.00 $0.00 $2,116.80 N 214 99 Invoice IN 5100278211 10/2/2012 11/5/2012 $15,120.00 ($302.40) $0.00 $0.00 $0.00 $14,817.60 N 211 99 Invoice IN 5100278190 10/2/2012 11/7/2012 $12,960.00 ($259.20) $0.00 $0.00 $0.00 $12,700.80 N 209 99 Invoice IN 5100279136 10/8/2012 11/9/2012 $3,456.00 ($69.12) $0.00 $0.00 $0.00 $3,386.88 N 207 99 Invoice IN S100279231 10/10/2012 11/13/2012 $9,288.00 ($185.76) $0.00 $0.00 $0.00 $9,102.24 N 203 99 Invoice IN 5100279637 10/15/2012 11/19/2012 $10,152.00 ($203.04) $0.00 $0.00 $0.00 $9,948.96 N 197 99 Invoice IN 5100279668 10/15/2012 11/19/2012 $5,184.00 ($103.68) $0.00 $0.00 $0.00 $5,080.32 N 197 99 Invoice IN 5100279657 10/15/2012 11/19/2012 $4,536.00 ($90.72) $0.00 $0.00 $0.00 $4,445.28 N 197 99 Invoice IN 5100281867 10/24/2012 11/26/2012 $864.00 ($17.28) $0.00 $0.00 $0.00 $846.72 N 190 99 Invoice IN 5100282032 10/25/2012 11/29/2012 $1,296.00 ($25.92) $0.00 $0.00 $0.00 $1,270.08 N 187 99 Invoice IN 5100282438 10/31/2012 12/3/2012 $4,968.00 ($99.36) $0.00 $0.00 $0.00 $4,868.64 N 183 99 Invoice IN 5100282535 10/31/2012 12/5/2012 $4,104.00 ($82.08) $0.00 $0.00 $0.00 $4,021.92 N 181 99 Invoice IN 5100282703 11/5/2012 12/7/2012 $3,888.00 ($77.76) $0.00 $0.00 $0.00 $3,810.24 N 179 TOTAL $105,593.04 DR Deferred Revenue CB 0459448 6/12/2012 6/12/2012 ($148.50) $0.00 $0.00 $0.00 $0.00 ($148.50) N 357 DR Deferred Revenue CB 0464552 7/3/2012 7/5/2012 ($55.08) $0.00 $0.00 $0.00 $0.00 ($55.08) N 334 DR Deferred Revenue CB 0469711 7/31/2012 8/1/2012 ($61.56) $0.00 $0.00 $0.00 $0.00 ($61.56) N 307 DR Deferred Revenue CB 0479452 9/11/2012 9/11/2012 ($22.68) $0.00 $0.00 $0.00 $0.00 ($22.68) N 266 DR Deferred Revenue CB 0484689 10/3/2012 10/4/2012 ($100.44) $0.00 $0.00 $0.00 $0.00 ($100.44) N 243 DR Deferred Revenue CB 0489944 10/31/2012 11/2/2012 ($1,046.52) $0.00 $0.00 $0.00 $0.00 ($1,046.52) N 214 6/4/2013 Page 5 of 6 DETAIL BY REASON CODE (ALL INVOICES, PAYBACKS, CHARGEBACKS, ETC.) 33872 PATENTHEALTH, LLC Reason Inv Shortage Pricing Miscellaneous Days Over Code Reason Text TYPO Inv Number Inv Date Due Date Gross Amt Disc Amt Amt Amt Amt Net Amt Hold Due DR Deferred Revenue CB 0496072 12/5/2012 12/7/2012 ($213.84) $0.00 $0.00 $0.00 $0.00 ($213.84) N 179 TOTAL ($1,648.62) GRAND TOTAL: ($306,875.68) Total Misc Amt (BackHaul Deductions) $0.00 614/2013 Page 6 of 6 VERIFICATION I,Ric Clarke,hereby state that I am authorized to make this verification on behalf of Rite Aid HDQTRS. Corp. I verify that the foregoing document was prepared with the assistance and advice of counsel, and in reliance upon counsel's advice; that the document, subject to inadvertent or undiscovered errors, is based upon and therefore limited by the records . and information still in existence, presently recollected and thus far discovered in preparation of this document; and that subject to the limitations set forth herein, the statements contained in this document are true and correct to the best of his knowledge, information and belief. The language of the foregoing document is that of counsel. It is understood that the statements herein are made subject to the penalties of 18 Pa. C.S.A. § 4904 relating to unsworn falsification to authorities. 6,� Ric Clarke CERTIFICATE OF SERVICE I, Kathleen A. Mullen, hereby certify that on June 21, 2013, a true and correct copy of the foregoing Amended Complaint was served via First Class U.S. Mail,postage prepaid, upon the following: Matthew A. Salerno, Esquire Douglas B. Schnee, Esquire McDonald Hopkins LLC 600 Superior Avenue East, Suite 2100 Cleveland, OH 44114 Attorneys for Defendant PatentHEALTH, LLC Kathleen A. Mullen