Sun Pharmaceutical Industries Ltd., Ranbaxy Laboratories Ltd., and Daiichi Sankyo Co., Ltd.; Analysis of Proposed Consent Orders To Aid Public Comment, 6718-6720 [2015-02461]

Download as PDF asabaliauskas on DSK5VPTVN1PROD with NOTICES 6718 Federal Register / Vol. 80, No. 25 / Friday, February 6, 2015 / Notices order has been placed on the public record for thirty (30) days for receipt of comments by interested persons. Comments received during this period will become part of the public record. After thirty (30) days, the FTC will again review the agreement and the comments received, and will decide whether it should withdraw from the agreement and take appropriate action or make final the agreement’s proposed order. The respondent is a car title loan company. According to the FTC complaint, respondent has advertised its loans with advertisements that broadly state that the title loans are available for ‘‘0% Interest!’’ Sometimes, but not always, these advertisements state in much smaller print, ‘‘Certain terms and conditions may apply’’ or ‘‘Some restrictions apply.’’ However, respondent’s advertisements fail to disclose that unless the loan is completely repaid in 30 days, the 0% offer does not apply and there is a significant finance charge. If a consumer does not repay the loan in full in 30 days, he or she would then be required to pay the finance charge for the first 30 days in addition to any additional finance charges incurred on day 31 (to start the second 30-day period). The advertisements also fail to disclose the amount of the finance charge after expiration of the 30-day introductory period. The proposed complaint alleges that these material omissions constitute a deceptive act or practice under Section 5 of the FTC Act. The Commission is also alleging a Truth in Lending Act (‘‘TILA’’) violation against respondent. Some advertisements displayed ‘‘9.5%’’ next to the claim of ‘‘0% interest.’’ First American allegedly violated TILA by advertising a finance rate (9.5%), but failing to state the rate as an APR. The proposed order is designed to prevent the respondent from engaging in similar deceptive practices, or violating TILA, in the future. Part I prohibits the respondent from stating an introductory or temporary finance charge without disclosing, clearly and conspicuously, the finance charge after the introductory or temporary period ends; or the full effect of failing to make a timely complete repayment of the loan within the introductory or temporary time period. Respondent must further disclose all qualifying terms associated with obtaining the loan at its advertised rate, including but not limited to, minimum loan requirements, new customer requirements, and any other material term; all costs associated with obtaining the loan, including but not limited to transaction costs, registration costs or fees, recording costs or fees, and VerDate Sep<11>2014 18:52 Feb 05, 2015 Jkt 235001 title fees. The respondent also cannot misrepresent any other material fact about the terms of the loan. Part II of the proposed order prohibits the respondent, in connection with any advertisement to promote, directly or indirectly, any extension of consumer credit in or affecting commerce, from expressly or by implication stating the amount or percentage of down payment, the number of payments or period of repayment, the amount of any payment, or the amount of any finance charge, without disclosing clearly and conspicuously all of the terms required by Section 144 of TILA, 15 U.S.C. 1664, and Section 1026.24(c) of Regulation Z, including but not limited to the amount of percentage or the down payment; the terms of repayment; and the annual percentage rate, using that term or the abbreviation ‘‘APR.’’ If the annual percentage rate or APR may be increased after the consummation of the credit transaction, that fact must also be disclosed. Moreover, the respondent cannot state a rate of finance charge without stating the rate as an ‘‘annual percentage rate’’ using that term or the abbreviation ‘‘APR,’’ as required by Section 144 of the TILA, 15 U.S.C. 1664, and Section 1026.24(c) of Regulation Z; or fail to comply in any other respect with the TILA, 15 US.C. §§ 1601–1667, as amended, and its implementing Regulation Z, 12 CFR 1026 as amended. Parts III through VII of the proposed order are reporting and compliance provisions. Part III is an order distribution provision that requires respondent to provide the order to current and future principals, officers, directors, and managers and to all current employees, agents, and representatives having responsibilities with respect to the advertisement of consumer credit. Part IV of the proposed order requires respondent to maintain and upon request make available to the Commission certain compliance-related records, including all advertisements and also consumer complaints and records that demonstrate compliance with the proposed order for a period of five years. Part V requires respondent to notify the Commission of corporate changes that may affect compliance obligations within 30 days of such a change. Part VI requires respondent to submit a compliance report to the Commission 60 days after entry of the order, and also additional compliance reports within 10 business days of a written request by the Commission. Part VII ‘‘sunsets’’ the order after 20 years, with certain exceptions. The purpose of this analysis is to aid public comment on the proposed order. It is not intended to constitute an PO 00000 Frm 00038 Fmt 4703 Sfmt 4703 official interpretation of the complaint or proposed order, or to modify in any way the proposed order’s terms. By direction of the Commission. Donald S. Clark, Secretary. [FR Doc. 2015–02373 Filed 2–5–15; 8:45 am] BILLING CODE 6750–01–P FEDERAL TRADE COMMISSION [File No. 141 0134] Sun Pharmaceutical Industries Ltd., Ranbaxy Laboratories Ltd., and Daiichi Sankyo Co., Ltd.; Analysis of Proposed Consent Orders To Aid Public Comment Federal Trade Commission. Proposed Consent Agreement. AGENCY: ACTION: The consent agreement in this matter settles alleged violations of federal law prohibiting unfair methods of competition. The attached Analysis to Aid Public Comment describes both the allegations in the draft complaint and the terms of the consent orders— embodied in the consent agreement— that would settle these allegations. DATES: Comments must be received on or before March 3, 2015. ADDRESSES: Interested parties may file a comment at https:// ftcpublic.commentworks.com/ftc/ sunpharmaceuticalconsent/ online or on paper, by following the instructions in the Request for Comment part of the SUPPLEMENTARY INFORMATION section below. Write ‘‘Sun Pharmaceutical Industries Ltd.—Consent Agreement; File No. 141–0134’’ on your comment and file your comment online at https:// ftcpublic.commentworks.com/ftc/ sunpharmaceuticalconsent/ by following the instructions on the webbased form. If you prefer to file your comment on paper, write ‘‘Sun Pharmaceutical Industries Ltd.— Consent Agreement; File No. 141–0134’’ on your comment and on the envelope, and mail your comment to the following address: Federal Trade Commission, Office of the Secretary, 600 Pennsylvania Avenue NW., Suite CC– 5610 (Annex D), Washington, DC 20580, or deliver your comment to the following address: Federal Trade Commission, Office of the Secretary, Constitution Center, 400 7th Street SW., 5th Floor, Suite 5610 (Annex D), Washington, DC 20024. FOR FURTHER INFORMATION CONTACT: Aylin M. Skroejer, Bureau of Competition, (202–326–2459), 600 Pennsylvania Avenue NW., Washington, DC 20580. SUMMARY: E:\FR\FM\06FEN1.SGM 06FEN1 Federal Register / Vol. 80, No. 25 / Friday, February 6, 2015 / Notices Pursuant to Section 6(f) of the Federal Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule 2.34, 16 CFR 2.34, notice is hereby given that the above-captioned consent agreement containing consent orders to cease and desist, having been filed with and accepted, subject to final approval, by the Commission, has been placed on the public record for a period of thirty (30) days. The following Analysis to Aid Public Comment describes the terms of the consent agreement, and the allegations in the complaint. An electronic copy of the full text of the consent agreement package can be obtained from the FTC Home Page (for January 30, 2015), on the World Wide Web, at http:// www.ftc.gov/os/actions.shtm. You can file a comment online or on paper. For the Commission to consider your comment, we must receive it on or before March 3, 2015. Write ‘‘Sun Pharmaceutical Industries Ltd.— Consent Agreement; File No. 141–0134’’ on your comment. Your comment— including your name and your state— will be placed on the public record of this proceeding, including, to the extent practicable, on the public Commission Web site, at http://www.ftc.gov/os/ publiccomments.shtm. As a matter of discretion, the Commission tries to remove individuals’ home contact information from comments before placing them on the Commission Web site. Because your comment will be made public, you are solely responsible for making sure that your comment does not include any sensitive personal information, like anyone’s Social Security number, date of birth, driver’s license number or other state identification number or foreign country equivalent, passport number, financial account number, or credit or debit card number. You are also solely responsible for making sure that your comment does not include any sensitive health information, like medical records or other individually identifiable health information. In addition, do not include any ‘‘[t]rade secret or any commercial or financial information which . . . is privileged or confidential,’’ as discussed in Section 6(f) of the FTC Act, 15 U.S.C. 46(f), and FTC Rule 4.10(a)(2), 16 CFR 4.10(a)(2). In particular, do not include competitively sensitive information such as costs, sales statistics, inventories, formulas, patterns, devices, manufacturing processes, or customer names. If you want the Commission to give your comment confidential treatment, you must file it in paper form, with a request for confidential treatment, and asabaliauskas on DSK5VPTVN1PROD with NOTICES SUPPLEMENTARY INFORMATION: VerDate Sep<11>2014 18:52 Feb 05, 2015 Jkt 235001 you have to follow the procedure explained in FTC Rule 4.9(c), 16 CFR 4.9(c).1 Your comment will be kept confidential only if the FTC General Counsel, in his or her sole discretion, grants your request in accordance with the law and the public interest. Postal mail addressed to the Commission is subject to delay due to heightened security screening. As a result, we encourage you to submit your comments online. To make sure that the Commission considers your online comment, you must file it at https:// ftcpublic.commentworks.com/ftc/ sunpharmaceuticalconsent/ by following the instructions on the webbased form. If this Notice appears at http://www.regulations.gov/#!home, you also may file a comment through that Web site. If you file your comment on paper, write ‘‘Sun Pharmaceutical Industries Ltd.—Consent Agreement; File No. 141– 0134’’ on your comment and on the envelope, and mail your comment to the following address: Federal Trade Commission, Office of the Secretary, 600 Pennsylvania Avenue NW., Suite CC–5610 (Annex D), Washington, DC 20580, or deliver your comment to the following address: Federal Trade Commission, Office of the Secretary, Constitution Center, 400 7th Street SW., 5th Floor, Suite 5610 (Annex D), Washington, DC 20024. If possible, submit your paper comment to the Commission by courier or overnight service. Visit the Commission Web site at http://www.ftc.gov to read this Notice and the news release describing it. The FTC Act and other laws that the Commission administers permit the collection of public comments to consider and use in this proceeding as appropriate. The Commission will consider all timely and responsive public comments that it receives on or before March 3, 2015. You can find more information, including routine uses permitted by the Privacy Act, in the Commission’s privacy policy, at http://www.ftc.gov/ftc/privacy.htm. Analysis of Agreement Containing Consent Orders To Aid Public Comment The Federal Trade Commission (‘‘Commission’’) has accepted, subject to final approval, an Agreement Containing Consent Orders (‘‘Consent Agreement’’) from Sun Pharmaceutical Industries Ltd. (‘‘Sun’’) that is designed 1 In particular, the written request for confidential treatment that accompanies the comment must include the factual and legal basis for the request, and must identify the specific portions of the comment to be withheld from the public record. See FTC Rule 4.9(c), 16 CFR 4.9(c). PO 00000 Frm 00039 Fmt 4703 Sfmt 4703 6719 to remedy the anticompetitive effects resulting from Sun’s acquisition of Ranbaxy Laboratories Ltd. (‘‘Ranbaxy’’) from Daiichi Sankyo Co., Ltd. (‘‘Daiichi Sankyo’’). Under the terms of the proposed Consent Agreement, the parties are required to divest all of Ranbaxy’s rights and assets to generic minocycline hydrochloride 50 mg, 75 mg, and 100 mg tablets (‘‘minocycline tablets’’) to Torrent Pharmaceuticals Ltd. (‘‘Torrent’’). The proposed Consent Agreement has been placed on the public record for thirty days for receipt of comments from interested persons. Comments received during this period will become part of the public record. After thirty days, the Commission will again evaluate the proposed Consent Agreement, along with the comments received, to make a final decision as to whether it should withdraw from the proposed Consent Agreement or make final the Decision and Order (‘‘Order’’). Pursuant to an agreement dated April 6, 2014, Sun plans to acquire Ranbaxy in an all-stock deal valued at approximately $4 billion (the ‘‘Proposed Acquisition’’). The Commission alleges in its Complaint that the Proposed Acquisition, if consummated, would violate Section 7 of the Clayton Act, as amended, 15 U.S.C. 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. 45, by lessening future competition in the markets for each dosage strength of generic minocycline tablets in the United States. The proposed Consent Agreement will remedy the alleged violations by preserving the competition that would otherwise be eliminated by the Proposed Acquisition. I. The Product and Structure of the Markets The Proposed Acquisition would reduce the number of future suppliers in the markets for generic minocycline tablets, which physicians prescribe to treat bacterial infections including pneumonia and other respiratory tract infections, acne, and other skin, genital, and urinary tract infections. Pharmaceutical companies usually launch generic versions of drugs after a branded product loses its patent protection. When only one generic product is available, the price for the branded product acts as a ceiling above which the generic manufacturer cannot price its product. During this period, the branded product competes directly with the generic. Once multiple generic suppliers enter a market, the branded drug manufacturer usually ceases to provide any competitive constraint on the prices for generic versions of the E:\FR\FM\06FEN1.SGM 06FEN1 6720 Federal Register / Vol. 80, No. 25 / Friday, February 6, 2015 / Notices drug. Rather, generic suppliers compete only against each other. In generic pharmaceutical product markets, price generally decreases as the number of generic competitors increases. The United States is the relevant geographic market for generic drugs because the U.S. Food and Drug Administration (‘‘FDA’’) must approve them for sale within the United States. There are currently only three suppliers of each dosage strength of generic minocycline tablets in the United States: Ranbaxy, Dr. Reddy’s Laboratories Ltd., and Par Pharmaceutical Companies, Inc. Sun is one of only a limited number of firms likely to enter the generic minocycline tablets markets in the near future. Sun’s acquisition of Ranbaxy would therefore deprive consumers of the increased competition and likely price reductions that would have occurred as a result of Sun’s independent entry. asabaliauskas on DSK5VPTVN1PROD with NOTICES II. Entry Entry into the markets for generic minocycline tablets would not be timely, likely, or sufficient in magnitude, character, and scope to deter or counteract the anticompetitive effects of the Proposed Acquisition. The combination of drug development times and regulatory requirements, including approval by the FDA, is costly and lengthy. III. Effects The Proposed Acquisition likely would cause significant anticompetitive harm to consumers by eliminating future competition that would otherwise have occurred when Sun’s generic minocycline tablets entered the markets. Market participants characterize generic minocycline tablets as commodities, and each market as one in which the number of generic suppliers has a direct impact on pricing. Customers and competitors have confirmed that the price of generic pharmaceutical products decreases with new entry even after several other suppliers have entered the market. Further, customers generally believe that having at least four suppliers in each generic pharmaceutical market produces more competitive prices than if fewer suppliers are available to them. The Proposed Acquisition would eliminate significant future competition between Sun and Ranbaxy. The evidence shows that anticompetitive effects are likely to result from the Proposed Acquisition due to the elimination of an additional independent competitor in the markets for generic minocycline tablets, which would have allowed customers to VerDate Sep<11>2014 18:52 Feb 05, 2015 Jkt 235001 negotiate lower prices. Thus, absent a remedy, the Proposed Acquisition will likely cause U.S. consumers to pay significantly higher prices for generic minocycline tablets. IV. The Consent Agreement The proposed Consent Agreement effectively remedies the Proposed Acquisition’s anticompetitive effects in the relevant markets. Pursuant to the Consent Agreement and the Order, the parties are required to divest all of Ranbaxy’s rights and assets to generic minocycline tablets to Torrent. The parties must accomplish these divestitures and relinquish their rights no later than ten days after the Proposed Acquisition is consummated. The Commission’s goal in evaluating possible purchasers of divested assets is to maintain the competitive environment that existed prior to the Proposed Acquisition. If the Commission determines that Torrent is not an acceptable acquirer, or that the manner of the divestitures is not acceptable, the proposed Order requires the parties to unwind the sale of rights to Torrent and then divest the products to a Commission-approved acquirer within six months of the date the Order becomes final. The proposed Order further allows the Commission to appoint a trustee in the event the parties fail to divest the products as required. The proposed Consent Agreement and Order contain several provisions to help ensure that the divestitures are successful. The Order requires that Ranbaxy transfer to Torrent all confidential business information and requires that Sun and Ranbaxy take all actions that are necessary to maintain the full viability and marketing of the generic minocycline tablets until Torrent commences the distribution, marketing, and sale of the products. The proposed Order also requires the parties to divest Ranbaxy’s generic minocycline hydrochloride 50 mg, 75 mg, and 100 mg capsules (‘‘minocycline capsules’’) to Torrent to ensure that Torrent achieves regulatory approval to qualify a new API supplier for its minocycline tablets as quickly as Ranbaxy would have. Torrent will be able to establish the current API supplier of the minocycline capsules as the API supplier for its minocycline tablets through a less time-intensive regulatory process if Torrent controls both products and uses the same API supplier for both. Moreover, the proposed Order requires Sun and Ranbaxy to manufacture and supply generic minocycline tablets and capsules to Torrent following the divestiture to allow Torrent to enter the PO 00000 Frm 00040 Fmt 4703 Sfmt 4703 markets while it validates its manufacturing process and seeks the necessary FDA approvals. The Commission will appoint Frank Civille to act as an interim monitor to assure that Sun and Ranbaxy expeditiously comply with all of their obligations and perform all of their responsibilities pursuant to the Consent Agreement. In order to ensure that the Commission remains informed about the status of the transfer of rights and assets, the Consent Agreement requires Sun and Ranbaxy to file reports with the interim monitor who will report in writing to the Commission concerning performance by the parties of their obligations under the Consent Agreement. The purpose of this analysis is to facilitate public comment on the proposed Consent Agreement, and it is not intended to constitute an official interpretation of the proposed Order or to modify its terms in any way. By direction of the Commission. Donald S. Clark, Secretary. [FR Doc. 2015–02461 Filed 2–5–15; 8:45 am] BILLING CODE 6750–01–P DEPARTMENT OF HEALTH AND HUMAN SERVICES Office of the Secretary [Document Identifier: HHS–OS–0990–New– 30D] Agency Information Collection Activities; Submission to OMB for Review and Approval; Public Comment Request Office of the Secretary, HHS. Notice. AGENCY: ACTION: In compliance with section 3507(a)(1)(D) of the Paperwork Reduction Act of 1995, the Office of the Secretary (OS), Department of Health and Human Services, has submitted an Information Collection Request (ICR), described below, to the Office of Management and Budget (OMB) for review and approval. The ICR is for a new collection. Comments submitted during the first public review of this ICR will be provided to OMB. OMB will accept further comments from the public on this ICR during the review and approval period. DATES: Comments on the ICR must be received on or before March 9, 2015. ADDRESSES: Submit your comments to OIRA_submission@omb.eop.gov or via facsimile to (202) 395–5806. SUMMARY: E:\FR\FM\06FEN1.SGM 06FEN1

Agencies

[Federal Register Volume 80, Number 25 (Friday, February 6, 2015)]
[Notices]
[Pages 6718-6720]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2015-02461]


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FEDERAL TRADE COMMISSION

[File No. 141 0134]


Sun Pharmaceutical Industries Ltd., Ranbaxy Laboratories Ltd., 
and Daiichi Sankyo Co., Ltd.; Analysis of Proposed Consent Orders To 
Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed Consent Agreement.

-----------------------------------------------------------------------

SUMMARY: The consent agreement in this matter settles alleged 
violations of federal law prohibiting unfair methods of competition. 
The attached Analysis to Aid Public Comment describes both the 
allegations in the draft complaint and the terms of the consent 
orders--embodied in the consent agreement--that would settle these 
allegations.

DATES: Comments must be received on or before March 3, 2015.

ADDRESSES: Interested parties may file a comment at https://ftcpublic.commentworks.com/ftc/sunpharmaceuticalconsent/ online or on 
paper, by following the instructions in the Request for Comment part of 
the SUPPLEMENTARY INFORMATION section below. Write ``Sun Pharmaceutical 
Industries Ltd.--Consent Agreement; File No. 141-0134'' on your comment 
and file your comment online at https://ftcpublic.commentworks.com/ftc/sunpharmaceuticalconsent/ by following the instructions on the web-
based form. If you prefer to file your comment on paper, write ``Sun 
Pharmaceutical Industries Ltd.--Consent Agreement; File No. 141-0134'' 
on your comment and on the envelope, and mail your comment to the 
following address: Federal Trade Commission, Office of the Secretary, 
600 Pennsylvania Avenue NW., Suite CC-5610 (Annex D), Washington, DC 
20580, or deliver your comment to the following address: Federal Trade 
Commission, Office of the Secretary, Constitution Center, 400 7th 
Street SW., 5th Floor, Suite 5610 (Annex D), Washington, DC 20024.

FOR FURTHER INFORMATION CONTACT: Aylin M. Skroejer, Bureau of 
Competition, (202-326-2459), 600 Pennsylvania Avenue NW., Washington, 
DC 20580.

[[Page 6719]]


SUPPLEMENTARY INFORMATION: Pursuant to Section 6(f) of the Federal 
Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule 2.34, 16 CFR 2.34, 
notice is hereby given that the above-captioned consent agreement 
containing consent orders to cease and desist, having been filed with 
and accepted, subject to final approval, by the Commission, has been 
placed on the public record for a period of thirty (30) days. The 
following Analysis to Aid Public Comment describes the terms of the 
consent agreement, and the allegations in the complaint. An electronic 
copy of the full text of the consent agreement package can be obtained 
from the FTC Home Page (for January 30, 2015), on the World Wide Web, 
at http://www.ftc.gov/os/actions.shtm.
    You can file a comment online or on paper. For the Commission to 
consider your comment, we must receive it on or before March 3, 2015. 
Write ``Sun Pharmaceutical Industries Ltd.--Consent Agreement; File No. 
141-0134'' on your comment. Your comment--including your name and your 
state--will be placed on the public record of this proceeding, 
including, to the extent practicable, on the public Commission Web 
site, at http://www.ftc.gov/os/publiccomments.shtm. As a matter of 
discretion, the Commission tries to remove individuals' home contact 
information from comments before placing them on the Commission Web 
site.
    Because your comment will be made public, you are solely 
responsible for making sure that your comment does not include any 
sensitive personal information, like anyone's Social Security number, 
date of birth, driver's license number or other state identification 
number or foreign country equivalent, passport number, financial 
account number, or credit or debit card number. You are also solely 
responsible for making sure that your comment does not include any 
sensitive health information, like medical records or other 
individually identifiable health information. In addition, do not 
include any ``[t]rade secret or any commercial or financial information 
which . . . is privileged or confidential,'' as discussed in Section 
6(f) of the FTC Act, 15 U.S.C. 46(f), and FTC Rule 4.10(a)(2), 16 CFR 
4.10(a)(2). In particular, do not include competitively sensitive 
information such as costs, sales statistics, inventories, formulas, 
patterns, devices, manufacturing processes, or customer names.
    If you want the Commission to give your comment confidential 
treatment, you must file it in paper form, with a request for 
confidential treatment, and you have to follow the procedure explained 
in FTC Rule 4.9(c), 16 CFR 4.9(c).\1\ Your comment will be kept 
confidential only if the FTC General Counsel, in his or her sole 
discretion, grants your request in accordance with the law and the 
public interest.
---------------------------------------------------------------------------

    \1\ In particular, the written request for confidential 
treatment that accompanies the comment must include the factual and 
legal basis for the request, and must identify the specific portions 
of the comment to be withheld from the public record. See FTC Rule 
4.9(c), 16 CFR 4.9(c).
---------------------------------------------------------------------------

    Postal mail addressed to the Commission is subject to delay due to 
heightened security screening. As a result, we encourage you to submit 
your comments online. To make sure that the Commission considers your 
online comment, you must file it at https://ftcpublic.commentworks.com/ftc/sunpharmaceuticalconsent/ by following the instructions on the web-
based form. If this Notice appears at http://www.regulations.gov/#!home, you also may file a comment through that Web site.
    If you file your comment on paper, write ``Sun Pharmaceutical 
Industries Ltd.--Consent Agreement; File No. 141-0134'' on your comment 
and on the envelope, and mail your comment to the following address: 
Federal Trade Commission, Office of the Secretary, 600 Pennsylvania 
Avenue NW., Suite CC-5610 (Annex D), Washington, DC 20580, or deliver 
your comment to the following address: Federal Trade Commission, Office 
of the Secretary, Constitution Center, 400 7th Street SW., 5th Floor, 
Suite 5610 (Annex D), Washington, DC 20024. If possible, submit your 
paper comment to the Commission by courier or overnight service.
    Visit the Commission Web site at http://www.ftc.gov to read this 
Notice and the news release describing it. The FTC Act and other laws 
that the Commission administers permit the collection of public 
comments to consider and use in this proceeding as appropriate. The 
Commission will consider all timely and responsive public comments that 
it receives on or before March 3, 2015. You can find more information, 
including routine uses permitted by the Privacy Act, in the 
Commission's privacy policy, at http://www.ftc.gov/ftc/privacy.htm.

Analysis of Agreement Containing Consent Orders To Aid Public Comment

    The Federal Trade Commission (``Commission'') has accepted, subject 
to final approval, an Agreement Containing Consent Orders (``Consent 
Agreement'') from Sun Pharmaceutical Industries Ltd. (``Sun'') that is 
designed to remedy the anticompetitive effects resulting from Sun's 
acquisition of Ranbaxy Laboratories Ltd. (``Ranbaxy'') from Daiichi 
Sankyo Co., Ltd. (``Daiichi Sankyo''). Under the terms of the proposed 
Consent Agreement, the parties are required to divest all of Ranbaxy's 
rights and assets to generic minocycline hydrochloride 50 mg, 75 mg, 
and 100 mg tablets (``minocycline tablets'') to Torrent Pharmaceuticals 
Ltd. (``Torrent'').
    The proposed Consent Agreement has been placed on the public record 
for thirty days for receipt of comments from interested persons. 
Comments received during this period will become part of the public 
record. After thirty days, the Commission will again evaluate the 
proposed Consent Agreement, along with the comments received, to make a 
final decision as to whether it should withdraw from the proposed 
Consent Agreement or make final the Decision and Order (``Order'').
    Pursuant to an agreement dated April 6, 2014, Sun plans to acquire 
Ranbaxy in an all-stock deal valued at approximately $4 billion (the 
``Proposed Acquisition''). The Commission alleges in its Complaint that 
the Proposed Acquisition, if consummated, would violate Section 7 of 
the Clayton Act, as amended, 15 U.S.C. 18, and Section 5 of the Federal 
Trade Commission Act, as amended, 15 U.S.C. 45, by lessening future 
competition in the markets for each dosage strength of generic 
minocycline tablets in the United States. The proposed Consent 
Agreement will remedy the alleged violations by preserving the 
competition that would otherwise be eliminated by the Proposed 
Acquisition.

I. The Product and Structure of the Markets

    The Proposed Acquisition would reduce the number of future 
suppliers in the markets for generic minocycline tablets, which 
physicians prescribe to treat bacterial infections including pneumonia 
and other respiratory tract infections, acne, and other skin, genital, 
and urinary tract infections. Pharmaceutical companies usually launch 
generic versions of drugs after a branded product loses its patent 
protection. When only one generic product is available, the price for 
the branded product acts as a ceiling above which the generic 
manufacturer cannot price its product. During this period, the branded 
product competes directly with the generic. Once multiple generic 
suppliers enter a market, the branded drug manufacturer usually ceases 
to provide any competitive constraint on the prices for generic 
versions of the

[[Page 6720]]

drug. Rather, generic suppliers compete only against each other. In 
generic pharmaceutical product markets, price generally decreases as 
the number of generic competitors increases. The United States is the 
relevant geographic market for generic drugs because the U.S. Food and 
Drug Administration (``FDA'') must approve them for sale within the 
United States.
    There are currently only three suppliers of each dosage strength of 
generic minocycline tablets in the United States: Ranbaxy, Dr. Reddy's 
Laboratories Ltd., and Par Pharmaceutical Companies, Inc. Sun is one of 
only a limited number of firms likely to enter the generic minocycline 
tablets markets in the near future. Sun's acquisition of Ranbaxy would 
therefore deprive consumers of the increased competition and likely 
price reductions that would have occurred as a result of Sun's 
independent entry.

II. Entry

    Entry into the markets for generic minocycline tablets would not be 
timely, likely, or sufficient in magnitude, character, and scope to 
deter or counteract the anticompetitive effects of the Proposed 
Acquisition. The combination of drug development times and regulatory 
requirements, including approval by the FDA, is costly and lengthy.

III. Effects

    The Proposed Acquisition likely would cause significant 
anticompetitive harm to consumers by eliminating future competition 
that would otherwise have occurred when Sun's generic minocycline 
tablets entered the markets. Market participants characterize generic 
minocycline tablets as commodities, and each market as one in which the 
number of generic suppliers has a direct impact on pricing. Customers 
and competitors have confirmed that the price of generic pharmaceutical 
products decreases with new entry even after several other suppliers 
have entered the market. Further, customers generally believe that 
having at least four suppliers in each generic pharmaceutical market 
produces more competitive prices than if fewer suppliers are available 
to them.
    The Proposed Acquisition would eliminate significant future 
competition between Sun and Ranbaxy. The evidence shows that 
anticompetitive effects are likely to result from the Proposed 
Acquisition due to the elimination of an additional independent 
competitor in the markets for generic minocycline tablets, which would 
have allowed customers to negotiate lower prices. Thus, absent a 
remedy, the Proposed Acquisition will likely cause U.S. consumers to 
pay significantly higher prices for generic minocycline tablets.

IV. The Consent Agreement

    The proposed Consent Agreement effectively remedies the Proposed 
Acquisition's anticompetitive effects in the relevant markets. Pursuant 
to the Consent Agreement and the Order, the parties are required to 
divest all of Ranbaxy's rights and assets to generic minocycline 
tablets to Torrent. The parties must accomplish these divestitures and 
relinquish their rights no later than ten days after the Proposed 
Acquisition is consummated.
    The Commission's goal in evaluating possible purchasers of divested 
assets is to maintain the competitive environment that existed prior to 
the Proposed Acquisition. If the Commission determines that Torrent is 
not an acceptable acquirer, or that the manner of the divestitures is 
not acceptable, the proposed Order requires the parties to unwind the 
sale of rights to Torrent and then divest the products to a Commission-
approved acquirer within six months of the date the Order becomes 
final. The proposed Order further allows the Commission to appoint a 
trustee in the event the parties fail to divest the products as 
required.
    The proposed Consent Agreement and Order contain several provisions 
to help ensure that the divestitures are successful. The Order requires 
that Ranbaxy transfer to Torrent all confidential business information 
and requires that Sun and Ranbaxy take all actions that are necessary 
to maintain the full viability and marketing of the generic minocycline 
tablets until Torrent commences the distribution, marketing, and sale 
of the products.
    The proposed Order also requires the parties to divest Ranbaxy's 
generic minocycline hydrochloride 50 mg, 75 mg, and 100 mg capsules 
(``minocycline capsules'') to Torrent to ensure that Torrent achieves 
regulatory approval to qualify a new API supplier for its minocycline 
tablets as quickly as Ranbaxy would have. Torrent will be able to 
establish the current API supplier of the minocycline capsules as the 
API supplier for its minocycline tablets through a less time-intensive 
regulatory process if Torrent controls both products and uses the same 
API supplier for both. Moreover, the proposed Order requires Sun and 
Ranbaxy to manufacture and supply generic minocycline tablets and 
capsules to Torrent following the divestiture to allow Torrent to enter 
the markets while it validates its manufacturing process and seeks the 
necessary FDA approvals.
    The Commission will appoint Frank Civille to act as an interim 
monitor to assure that Sun and Ranbaxy expeditiously comply with all of 
their obligations and perform all of their responsibilities pursuant to 
the Consent Agreement. In order to ensure that the Commission remains 
informed about the status of the transfer of rights and assets, the 
Consent Agreement requires Sun and Ranbaxy to file reports with the 
interim monitor who will report in writing to the Commission concerning 
performance by the parties of their obligations under the Consent 
Agreement.
    The purpose of this analysis is to facilitate public comment on the 
proposed Consent Agreement, and it is not intended to constitute an 
official interpretation of the proposed Order or to modify its terms in 
any way.

    By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2015-02461 Filed 2-5-15; 8:45 am]
BILLING CODE 6750-01-P