Honorable Jessica S. Allen United States Magistrate Judge Martin Luther King Building & U.S.

Courthouse 50 Walnut Street Newark, New Jersey 07101 Re: In re: Fragrance Direct Purchaser Antitrust Litigation Civil Action No. 23-02174(WJM)(JSA) In re: Fragrance Indirect Purchaser Antitrust Litigation Civil Action No. 23-03249(WJM)(JSA) In re: Fragrance End-User Plaintiff Antitrust Litigation Civil Action No. 23-16127(WJM)(JSA) Second Joint Request for Extension of Time to Respond to the Complaints and To Submit Proposed Scheduling Order Dear Judge Allen: We write on behalf of, and with the consent of, all defendants and plaintiffs in the above- captioned actions (the “Actions”) to seek a further extension of time for the filing of the following documents from the current due date of March 14, 2025 to the following new due dates: 1.

March 14, 2025 Page 2 On February 21, 2025, the District Court issued an Order and Opinions in response to Defendants’ Motions to Dismiss.

The Order also grants Indirect Purchaser Plaintiffs and End-User Plaintiffs leave to amend their consolidated complaints with respect to the claims dismissed for failure to state a claim pursuant to Rule 12(b)(6) by March 24, 2025.

Since that time, the parties have had communications regarding the proposed scheduling order and the filing of the Domestic Defendants’ responses to the surviving claims in the complaints.

BARBARA MOSES, United States Magistrate Judge.

In accordance with 18 U.S.C. § 3664(d)(6), the district judge has referred certain issues arising in connection with the proposed orders of restitution to me for proposed findings of fact and recommendations as to disposition.

The parties must appear for a status and scheduling conference on March 27, 2025, at 11:00 a.m., in Courtroom 20A of the Daniel Patrick Moynihan United States Courthouse.

In advance of the conference, and no later than March 24, 2025, the parties must submit a joint letter that includes:

The Government's most recent proposed schedule of former Archegos employee victims, with proposed restitution amounts and a brief description of how those amounts were computed; The Government's most recent schedule of former Archegos employees excluded from the victim list, with a brief description of the reason(s) for each exclusion; The parties' respective proposals (presented succinctly, without argument) for determining which former Archegos employees are "victims" for purposes of restitution under 18 U.S.C. § 3663(A)(a)(2); and The parties' respective proposals (presented succinctly, without argument) for determining how much restitution each is entitled to.

240 (AKH) The restitution hearing scheduled for March 17, 2025 is canceled.

Pursuant to 18 U.S.C. § 3664(d)(6), I respectfully refer the determination of which former Archegos employeesare “victims” for purposesofrestitution under 18 U.S.C. § 3663A(a)(2), and how muchrestitution each is entitled to, to United States Magistrate Judge Barbara Moses.

By June 13, 2025, Magistrate Judge Mosesshall submit “proposed findings of fact and recommendation as to disposition” to the Court for de novo review.

The final sentencing hearing, scheduled for April 8, 2025,is adjourned to July 22, 2025, at 10:00 a.m., and will be held in Courtroom 148,

United States District Judge

Honorable Jessica S. Allen United States Magistrate Judge Martin Luther King Building & U.S.

Courthouse 50 Walnut Street Newark, New Jersey 07101 Re: In re: Fragrance Direct Purchaser Antitrust Litigation Civil Action No. 23-02174(WJM)(JSA) In re: Fragrance Indirect Purchaser Antitrust Litigation Civil Action No. 23-03249(WJM)(JSA) In re: Fragrance End-User Plaintiff Antitrust Litigation Civil Action No. 23-16127(WJM)(JSA) Joint Request for Extension of Time to Respond to the Complaints and to Submit Proposed Scheduling Order Dear Judge Allen: We write on behalf of, and with the consent of, all defendants and plaintiffs in the above- captioned actions (the “Actions”) to seek an extension of time from March 7, 2025 to March 14, 2025 for the filing of: 1.

On February 21, 2025, the District Court issued an Order and Opinions in response to Defendants’ Motions to Dismiss.

March 6, 2025 Page 2 discussions in this regard and are hopeful that with an additional week they will be able to agree on a joint scheduling order.

The Order also grants Indirect Purchaser Plaintiffs and End-User Plaintiffs leave to amend their consolidated complaints with respect to the claims dismissed for failure to state a claim pursuant to Rule 12(b)(6) by March 24, 2025.

Honorable Jessica S. Allen United States Magistrate Judge Martin Luther King Building & U.S.

Courthouse 50 Walnut Street Newark, New Jersey 07101 Re: In re: Fragrance Direct Purchaser Antitrust Litigation Civil Action No. 23-02174(WJM)(JSA) In re: Fragrance Indirect Purchaser Antitrust Litigation Civil Action No. 23-03249(WJM)(JSA) In re: Fragrance End-User Plaintiff Antitrust Litigation Civil Action No. 23-16127(WJM)(JSA) Joint Request for Extension of Time to Respond to the Complaints and to Submit Proposed Scheduling Order Dear Judge Allen: We write on behalf of, and with the consent of, all defendants and plaintiffs in the above- captioned actions (the “Actions”) to seek an extension of time from March 7, 2025 to March 14, 2025 for the filing of: 1.

On February 21, 2025, the District Court issued an Order and Opinions in response to Defendants’ Motions to Dismiss.

March 6, 2025 Page 2 discussions in this regard and are hopeful that with an additional week they will be able to agree on a joint scheduling order.

The Order also grants Indirect Purchaser Plaintiffs and End-User Plaintiffs leave to amend their consolidated complaints with respect to the claims dismissed for failure to state a claim pursuant to Rule 12(b)(6) by March 24, 2025.

Upon careful consideration of the pending motions, and for the reasons set forth in the Court’s corresponding Opinions,it is hereby ORDEREDthat: 1, Plaintiff's Motion for Judicial Notice (D-ECF No. 167; I-ECF No. 126; E-ECF No. 107) is DENIED; 2, Defendants’ Joint Motion to Dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6) (ECF No. D-ECF No. 140; I-ECF No. 94; E-ECF No. 78) is DENIED inits entirety with respect to the Direct Purchaser Complaint; 3.

Defendants’ Joint Motion to Dismiss pursuant to Federal Rule of Civil Procedure 12(b\(6) (ECF No. D-ECF No. 140; I-ECF No. 94; E-ECF No. 78) is GRANTEDasto IP Plaintiffs’ claims brought pursuant to the antitrust statutes of Arizona, Arkansas, Colorado, Connecticut, Hawaii, Illinois, lowa, Kansas, Maine, Mississippi, Nebraska, New Hampshire, North Dakota, Oregon, Rhode Island, South Carolina, South Dakota, Tennessee, Utah, Vermont, West Virginia, and the District of Columbia; GRANTED as to IP Plaintiffs’ claims brought pursuant to the consumer protection statutes of Arizona, Arkansas, Colorado, Connecticut, Hawaii, Iowa, Kansas, Maine, Montana, Nebraska, New Hampshire, North Dakota, Oregon, Rhode Island, South Carolina, South ® Forthe purpose ofthis Order, the Courtrefers to the Direct Purchaser Docket, Case No. 2:23-02174, as “D-ECF”: the Indirect Purchaser Docket, Case No. 2:23-03249, as “I-ECF”; and the End-User Plaintiff Docket, Case No. 2:23- 16127, as “E-ECF”, 2073 Filed 02/21/25 Page 2 of 2 PagelD: Dakota, Tennessee, Utah, Vermont, West Virginia, and the District of Columbia; and DENIEDasto IP Plaintiffs’ remaining claims; 4, Defendants’ Joint Motion to Dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6) (ECF No. D-ECF No.140; J-ECF No. 94; E-ECF No. 78) is GRANTEDasto EUPPlaintiffs’ claim for unjust enrichment; GRANTEDas to claims brought pursuant to the antitrust statute of Illinois; GRANTED as to EUP Plaintiffs’ claims brought pursuant to the consumer protection statutes of Montana and South Carolina; and DENIED as to EUP Plaintiffs’ remaining claims; 5.

Defendants’ Motions to Dismiss pursuant to Federal Rule of Civil Procedure 12(b)(2), ECF Nos. (D-ECF Nos. 126, 136, 138; I-ECF Nos. 80, 90, 92; E-ECF Nos. 65, 74, 76), are DENIED WITHOUT PREJUDICEpendingjurisdictional discovery.

Indirect Purchaser Plaintiffs and End-UserPlaintiffs are granted LEAVE TO AMEND their consolidated complaints with respect to the claims dismissed for failure to state a claim pursuant to Rule 12(b)(6) (as described in Numbered Paragraphs 3 and 4 ofthis Order), Any amended complaint(s) filed pursuant to this Ordershall be filed no later than 30 DAYS following the issuance of this Order, unless such time is extended by order of this Court for good cause shown.

Because leave to amend the consolidated complaints to establish personal jurisdiction over the Foreign Defendants would be futile, the Court instead instructs the parties to participate in JURISDICTIONAL DISCOVERY,whichshall commence at a date later than the filing of any amended complaini(s).

“To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to ‘state a claimto relief that is plausible onits face.’” Huertas v. Bayer US ELC, 120 F 4th 1169, 1174 (3d Cir, 2024) (quoting Asheroft v. Iqbal, 556 U.S. 662, 678 (2007) and Bell Atl.

v. Monfort of Colo., Ine., 479 U.S. 104, 111 0.6 (1986) (quoting Hawaii v. Standard Oil Co., 405 U.S. 251, 261 (1972); see also McCarthy v. Recordex Serv., Inc., 80 F.3d 842, 856 Gd Cir. 1996) (remanding to district court to allow for separate consideration of claim for injunctive relief because “[s]tanding analysis undersection 16 is not identical to that for section 4”); Suflivan v. DB Investments, Inc., 667 F.3d 273 (3d Cir. 2011) (discussing same in context of class certification).

“While direct purchaser status is not mandated, the class must still make a showing of entitlement to injunctive relief requiring the demonstration of: (1) threatened loss or injury cognizable in equity; (2) proximately resulting from the alleged antitrust injury.” /n re Warfarin Sodium, 214 F.3d at 400.

2017) (denying motion to dismiss NCUDTPA claims undersubstantial effects test); Jn re Auto Parts Antitrust Litig., 2014 WL 2993753, at *16 (E.D, Mich. July 3, 2014) (“This Court is not persuaded that an incidental versus a substantial in-state injury, whichis a fact- based inquiry, can be assessed at this stage of the proceedings.”’).

In light of the already-complex procedural history of this matter, and to avoid potential undue prejudice to Defendants as a result of further unnecessary delays, Plaintiffs are advised that the Court will not be inclined to grant any subsequent requests for amendment unless for good cause shownoras required by law.

Garavagno testified that Givaudan SA has no employees and none ofits seven board members are domiciled in the United States (id. § 9); it has no property, mailing address, phone listing, or bank account located in the United States (id. ...

To the extent that the Plaintiffs allege any U.S. contacts by the Firmenich Foreign Defendants, none of these contacts “arise out of or relate to” the price-fixing allegations.

... other than those that the [Foreign] Defendants make available throughtheir respective subsidiary relationships,” id., and that the establishment of U.S. subsidiaries “entailed a deliberate choice to enter the U.S. and New Jersey,” id. None ...

Garavagnotestified that Givandan SA has no employees and none ofits seven board members are domiciled in the United States Gd. {[ 9); it has no property, mailing address, phone listing, or bank account located in the United States ...

... that the foreign defendants themselves purposefully availed themselves of the privilege of conducting activities within the United States, To the extent that the Plaintiffs allege any U.S. contacts by the Firmenich Foreign Defendants, none ...

None of these allegations, taken as true, would rebut the Foreign Defendants’ attestations that their subsidiaries are financially independent and that they observe the formal distinctions between the parent and subsidiary corporations, ...

2d 623, 630 (E.D, Pa, 2010)); see also In re Text Messaging Antitrust Litig., 2009 WL 5066652 (N.D. Ill. Dec. 10, 2009) (“The defendants’ parallel actions were spread out over several months; defendants refer to them as ‘sequential’ rather than ‘simultaneous.’ ... For purposes of this motion, however, the Court will accept that these acts sufficiently identify ‘parallel conduct.’”), “Nor are [Plaintiffs] required to plead with specificity the price by which each [product] was increased at a particular time.” Jn re Blood Reagents, 756 F Supp.2d at 630.

That test would permit the court to treat some antitrust conspiracies as self-concealing, but only if plaintiffs plead “circumstances indicating that a price increase ‘carries withit a pretense of legitimacy’ or ‘that it would necessarily be assumedthat[it was| the result of legitimate market forces.” Id.; see also St. Rose v. Heavy Materials, LLC, 2020 WL 13119079 (D.V.L.

(quoting Mathews v. Kidder, Peabody & Co., Inc., 260 F.3d 239 (3d Cir. 2001)), With that scope of inquiry in mind, it is no surprise that “[i]ssues of diligence and constructive notice, which are inherently factual, generally should not be decided on a motion to dismiss.” In re Aspartame, 2007 WL 5215231, at *6 (citing, infer alia, Bethlehem Steel, 641 F. Supp.

Pursuant to the Supreme Court’s decision in Shady Grove Orthopedic Association v. Allstate Insurance Co., this arguably procedural state rule nevertheless applies in the federal court setting if it is “part of a State’s framework of substantive rights or remedies.” (Stevens, }., concurring); see also In re Generic Pharmaceuticals Pricing, 368 F. Supp.

“Federal courts generally permit NMUPAactionsin price-fixing cases provided that the plaintiff alleges a gross disparity betweenthe price paid for a product and the value received,’” which maybesatisfied by “averments that a conspiracy produced significant artificial increases in productprice” the productat issue.

Upon careful consideration of the pending motions, and for the reasons set forth in the Court’s corresponding Opinions,it is hereby ORDEREDthat: 1, Plaintiff's Motion for Judicial Notice (D-ECF No. 167; I-ECF No. 126; E-ECF No. 107) is DENIED; 2, Defendants’ Joint Motion to Dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6) (ECF No. D-ECF No. 140; I-ECF No. 94; E-ECF No. 78) is DENIED inits entirety with respect to the Direct Purchaser Complaint; 3.

Defendants’ Joint Motion to Dismiss pursuant to Federal Rule of Civil Procedure 12(b\(6) (ECF No. D-ECF No. 140; I-ECF No. 94; E-ECF No. 78) is GRANTEDasto IP Plaintiffs’ claims brought pursuant to the antitrust statutes of Arizona, Arkansas, Colorado, Connecticut, Hawaii, Illinois, lowa, Kansas, Maine, Mississippi, Nebraska, New Hampshire, North Dakota, Oregon, Rhode Island, South Carolina, South Dakota, Tennessee, Utah, Vermont, West Virginia, and the District of Columbia; GRANTED as to IP Plaintiffs’ claims brought pursuant to the consumer protection statutes of Arizona, Arkansas, Colorado, Connecticut, Hawaii, Iowa, Kansas, Maine, Montana, Nebraska, New Hampshire, North Dakota, Oregon, Rhode Island, South Carolina, South ® Forthe purpose ofthis Order, the Courtrefers to the Direct Purchaser Docket, Case No. 2:23-02174, as “D-ECF”: the Indirect Purchaser Docket, Case No. 2:23-03249, as “I-ECF”; and the End-User Plaintiff Docket, Case No. 2:23- 16127, as “E-ECF”, 1834 Filed 02/21/25 Page 2 of 2 PagelD: Dakota, Tennessee, Utah, Vermont, West Virginia, and the District of Columbia; and DENIEDasto IP Plaintiffs’ remaining claims; 4, Defendants’ Joint Motion to Dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6) (ECF No. D-ECF No.140; J-ECF No. 94; E-ECF No. 78) is GRANTEDasto EUPPlaintiffs’ claim for unjust enrichment; GRANTEDas to claims brought pursuant to the antitrust statute of Illinois; GRANTED as to EUP Plaintiffs’ claims brought pursuant to the consumer protection statutes of Montana and South Carolina; and DENIED as to EUP Plaintiffs’ remaining claims; 5.

Defendants’ Motions to Dismiss pursuant to Federal Rule of Civil Procedure 12(b)(2), ECF Nos. (D-ECF Nos. 126, 136, 138; I-ECF Nos. 80, 90, 92; E-ECF Nos. 65, 74, 76), are DENIED WITHOUT PREJUDICEpendingjurisdictional discovery.

Indirect Purchaser Plaintiffs and End-UserPlaintiffs are granted LEAVE TO AMEND their consolidated complaints with respect to the claims dismissed for failure to state a claim pursuant to Rule 12(b)(6) (as described in Numbered Paragraphs 3 and 4 ofthis Order), Any amended complaint(s) filed pursuant to this Ordershall be filed no later than 30 DAYS following the issuance of this Order, unless such time is extended by order of this Court for good cause shown.

Because leave to amend the consolidated complaints to establish personal jurisdiction over the Foreign Defendants would be futile, the Court instead instructs the parties to participate in JURISDICTIONAL DISCOVERY,whichshall commence at a date later than the filing of any amended complaini(s).

“To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted astrue, to ‘state a claimto relief that is plausible onits face.’” Huertas v. Bayer US LLC, 120 F4th 1169, 1174 (3d Cir. 2024) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678 (2007) and Bell Atl.

2d 623, 630 (E.D, Pa, 2010)); see also In re Text Messaging Antitrust Litig., 2009 WL 5066652 (N.D. Ill. Dec. 10, 2009) (“The defendants’ parallel actions were spread out over several months; defendants refer to them as ‘sequential’ rather than ‘simultaneous.’ ... For purposes of this motion, however, the Court will accept that these acts sufficiently identify ‘parallel conduct.’”), “Nor are [Plaintiffs] required to plead with specificity the price by which each [product] was increased at a particular time.” Jn re Blood Reagents, 756 F Supp.2d at 630.

(quoting Mathews v. Kidder, Peabody & Co., Inc., 260 F.3d 239 (3d Cir. 2001)), With that scope of inquiry in mind, it is no surprise that “[i]ssues of diligence and constructive notice, which are inherently factual, generally should not be decided on a motion to dismiss.” In re Aspartame, 2007 WL 5215231, at *6 (citing, infer alia, Bethlehem Steel, 641 F. Supp.

Pursuant to the Supreme Court’s decision in Shady Grove Orthopedic Association v. Allstate Insurance Co., this arguably procedural state rule nevertheless applies in the federal court setting if it is “part of a State’s framework of substantive rights or remedies.” (Stevens, }., concurring); see also In re Generic Pharmaceuticals Pricing, 368 F. Supp.

“Federal courts generally permit NMUPAactionsin price-fixing cases provided that the plaintiff alleges a gross disparity betweenthe price paid for a product and the value received,’” which maybesatisfied by “averments that a conspiracy produced significant artificial increases in productprice” the productat issue.

Garavagnotestified that Givandan SA has no employees and none ofits seven board members are domiciled in the United States Gd. {[ 9); it has no property, mailing address, phone listing, or bank account located in the United States ...

... that the foreign defendants themselves purposefully availed themselves of the privilege of conducting activities within the United States, To the extent that the Plaintiffs allege any U.S. contacts by the Firmenich Foreign Defendants, none ...

None of these allegations, taken as true, would rebut the Foreign Defendants’ attestations that their subsidiaries are financially independent and that they observe the formal distinctions between the parent and subsidiary corporations, ...

Upon careful consideration of the pending motions, and for the reasons set forth in the Court’s corresponding Opinions,it is hereby ORDEREDthat: 1, Plaintiff's Motion for Judicial Notice (D-ECF No. 167; I-ECF No. 126; E-ECF No. 107) is DENIED; 2, Defendants’ Joint Motion to Dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6) (ECF No. D-ECF No. 140; I-ECF No. 94; E-ECF No. 78) is DENIED inits entirety with respect to the Direct Purchaser Complaint; 3.

Defendants’ Joint Motion to Dismiss pursuant to Federal Rule of Civil Procedure 12(b\(6) (ECF No. D-ECF No. 140; I-ECF No. 94; E-ECF No. 78) is GRANTEDasto IP Plaintiffs’ claims brought pursuant to the antitrust statutes of Arizona, Arkansas, Colorado, Connecticut, Hawaii, Illinois, lowa, Kansas, Maine, Mississippi, Nebraska, New Hampshire, North Dakota, Oregon, Rhode Island, South Carolina, South Dakota, Tennessee, Utah, Vermont, West Virginia, and the District of Columbia; GRANTED as to IP Plaintiffs’ claims brought pursuant to the consumer protection statutes of Arizona, Arkansas, Colorado, Connecticut, Hawaii, Iowa, Kansas, Maine, Montana, Nebraska, New Hampshire, North Dakota, Oregon, Rhode Island, South Carolina, South ® Forthe purpose ofthis Order, the Courtrefers to the Direct Purchaser Docket, Case No. 2:23-02174, as “D-ECF”: the Indirect Purchaser Docket, Case No. 2:23-03249, as “I-ECF”; and the End-User Plaintiff Docket, Case No. 2:23- 16127, as “E-ECF”,

Defendants’ Motions to Dismiss pursuant to Federal Rule of Civil Procedure 12(b)(2), ECF Nos. (D-ECF Nos. 126, 136, 138; I-ECF Nos. 80, 90, 92; E-ECF Nos. 65, 74, 76), are DENIED WITHOUT PREJUDICEpendingjurisdictional discovery.

Indirect Purchaser Plaintiffs and End-UserPlaintiffs are granted LEAVE TO AMEND their consolidated complaints with respect to the claims dismissed for failure to state a claim pursuant to Rule 12(b)(6) (as described in Numbered Paragraphs 3 and 4 ofthis Order), Any amended complaint(s) filed pursuant to this Ordershall be filed no later than 30 DAYS following the issuance of this Order, unless such time is extended by order of this Court for good cause shown.

Because leave to amend the consolidated complaints to establish personal jurisdiction over the Foreign Defendants would be futile, the Court instead instructs the parties to participate in JURISDICTIONAL DISCOVERY,whichshall commence at a date later than the filing of any amended complaini(s).

Between now and February 7, 2025, the parties will meet and conferto attempt to narrow the range of remaining legal and factual disputes regarding restitution.

No later than February 7, 2025, the parties will file a statusletter to update the Court on the remaining disputes and propose mutually acceptable dates for a hearing.

Theparties respectfully request that the Court hold the hearing, rather than refer the matter to a Magistrate Judge, in light of the Court’s familiarity with the issues, 3.

Following the hearing, the parties will have one week to submit letter briefs addressing disputed issues in advance of a final sentencing and restitution conference.

atthew Podolsky Alexandra Rothman Samuel P. Rothschild Andrew Thomas Assistant United States Attorneys Tel.