Full opinion text
ORDER DENYING DEFENDANTS’ MOTION TO DISMISS DIRECT PURCHASER COMPLAINT AND GRANTING IN PART AND DENYING IN PART DEFENDANTS’ MOTION TO DISMISS INDIRECT PURCHASER COMPLAINT Docket Nos. 370-374, 376, 379, 382, 454. SAUNDRA BROWN ARMSTRONG, District Judge. This consolidated antitrust class action arises from an alleged horizontal price fixing conspiracy between various manufacturers, sellers and distributors of flash memory. Flash memory is a type of electronic memory chip that has become commonplace in a variety of electronic products, such as USB drives, digital cameras, iPhones and similar products. Two separate civil Complaints are pending. The first is the Consolidated Direct Purchaser Class Action Complaint (“Direct Purchaser Complaint”), brought by those who purchased flash memory directly from Defendants. The second is the Indirect Purchaser Plaintiffs’ Consolidated Class Action Complaint (“Indirect Purchaser Complaint”), filed by individuals and entities who purchased both stand-alone flash memory products and products that contain flash memory as a component. Both Complaints allege violations of section 1 of the Sherman Act, 15 U.S.C. § 1. The Indirect Purchaser Complaint also includes antitrust, consumer protection and equitable claims under the laws of various states. The parties now are before the Court on: (1) the Motion by All Defendants to Dismiss Direct Purchasers’ Sherman Act Claims (Docket 371); and (2) the Motion to Dismiss Indirect Purchaser Plaintiffs’ Consolidated Class Action Complaint (Docket 374). Having read and considered the papers submitted, and being fully informed, the Court DENIES Defendants’ motion to dismiss the Direct Purchaser Complaint and GRANTS IN PART and DENIES IN PART Defendants’ motion to dismiss the Indirect Purchaser Complaint. I. BACKGROUND A. Overview of the Development of THE FLASH MEMORY MARKET There are several types of memory used in or with electronic devices; most notably, flash memory, dynamic random access memory (“DRAM”) and static random access memory (“SRAM”). Flash memory was initially developed in the 1980s by Defendant Toshiba. (Direct Purchaser (“DP”) Compl. ¶ 40.) Unlike DRAM and SRAM, flash memory is “non-volatile,” meaning that no power is needed to maintain the information stored in the chip. (Id. ¶ 39.) The first generation of flash memory was known as NOR flash memory. (Id.) In 1987, Toshiba developed a second type of flash memory — NAND flash memory — which provided greater functionality at a lower cost. (Id. ¶¶41-43.) NAND flash memory is sold and marketed as a memory device, i.e., flash memory cards, USB drives, etc., and as a component part in other electronic devices, like Apple iPods or iPhones. (Id.) According to Plaintiffs, the NAND flash memory industry exhibits a number of characteristics that have facilitated the alleged conspiracy to control pricing. (Id. ¶ 44.) The NAND flash memory market is highly concentrated and is dominated by a “handful” of suppliers, i.e., Samsung, Toshiba, Renesas, Hynix and Micron. (Id. ¶ 45.) Over 90 percent of the worldwide market for flash memory is controlled by three companies, Samsung, Toshiba and Hynix. (Id. ¶ 46.) In addition, there are significant barriers to entry, as the cost to develop a modern NAND flash memory production facility can range from $4 to $5 billion. (Id. ¶ 48.) The flash memory industry also is notable for its numerous cross-licensing and joint venture agreements that have spanned from the mid-1990s at least through the end of 2007. (Id. ¶ 49.) These agreements, along with the Defendants’ participation in various trade associations and meetings, ostensibly have facilitated their ability to collude and control flash memory prices. (Id. ¶ 50-59.) B. Collusion in the Market for Electronic Memory Apparent price fixing in the memory market has caught the attention of the United States Department of Justice (“DOJ”) which has launched investigations into the DRAM and SRAM markets. (Id. ¶¶ 60-65.) In the DRAM matter, Hynix and Samsung, who also are Defendants in this case, have pleaded guilty to price fixing, and have paid fines in the amount of $300 million and $185 million, respectively. (Id. ¶ 60.) Defendants Hynix, Mitsubishi, Renesas, Samsung and Toshiba also are under investigation by the DOJ and/or are the subject of civil lawsuits relating to SRAM. (Id. ¶ 62.) Plaintiffs allege that the illegal pricing activity with respect to DRAM and SRAM is probative of and intertwined with Defendants’ allegedly illegal activities in the market for NAND flash memory. (Id. ¶¶ 65, 78.) Like the DRAM/SRAM schemes, the purpose and goal of the conspiracy was to (a) coordinate pricing among competitors, (b) stabilize prices to ensure that they did not fall too low, and (c) raise prices when opportunities arose. (Id. ¶¶ 72-74.) In terms of its impact, the alleged conspiracy has artificially impacted prices for both NAND flash memory and products using such technology. (Id. ¶¶ 75-77.) As a commodity item, NAND flash memory is “highly price elastic” and subject to steep price declines as technology continues to advance. (Id.) Despite these market forces, manufacturers have been able to maintain their margins through artificially controlling the market. (Id.) In terms of overlap, Plaintiffs aver, inter alia, that the same employees of the Defendant companies (including those who pleaded guilty to criminal felonies in the DOJ’s DRAM investigation) were responsible for pricing DRAM, SRAM and flash memory sold in the United States. (Id. ¶¶ 67-69.) These persons allegedly communicated with one another on a regular basis, which helped them to coordinate and control pricing across memory product lines. (Id. ¶¶ 79-81.) For instance, in 2001, the price for NAND flash memory, like DRAM pricing, experienced a decline in demand. (Id. ¶ 86.) But through their continuing communications and contacts, in the next quarter Defendants were able to increase DRAM and NAND flash memory prices. (Id.) These “intercompetitor contacts” continued during the 2002 to 2006 time period, as evidenced by a number of emails from Samsung and other Defendants suggesting ways to maintain pricing. (Id. ¶¶ 89, 91-95.) Defendants allegedly continued their practice of entering into joint venture and cross-licensing agreements as yet another means to control the market. (Id. ¶¶ 106-108.) In or about September 2007, the DOJ confirmed that it was investigating potential antitrust violations with respect to the NAND flash memory market. (Id. ¶ 116.) Toshiba, Renesas and Samsung are among the entities that have received grand jury subpoenas in connection with the investigation. (Id. ¶ 117.) C. Procedural Summary Plaintiffs are individuals and entities who purchased NAND flash memory directly or indirectly from one or more Defendants from 1999 to the present (the “Class Period”). Defendants are alleged to have manufactured, sold, or distributed flash memory to customers throughout the United States during the Class Period. (Id. ¶¶ 3-20.) Plaintiffs allege Defendants and unnamed “coconspirators conspired to fix, raise, maintain and stabilize the price of NAND flash memory sold in the United States.” (Id. ¶ 1.) On February 7, 2008, Plaintiff Timothy Chanda filed a Consolidated Direct Purchaser Class Action Complaint (“Direct Purchaser Complaint”) against the following Defendants: Samsung Electronics Company Ltd.; Samsung Semiconductor, Inc.; Hitachi, Ltd.; Renensas Technology Corporation; Renesas Technology America, Inc. (formerly known as Hitachi Semiconductor (America) Inc.); Hynix Semiconductor, Inc.; Hynix Semiconductor America, Inc.; Mitsubishi Electric Corporation; Mitsubishi Electric and Electronics USA, Inc.; SanDisk Corporation; Toshiba Corporation; Toshiba America, Inc.; and Toshiba America Electronic Components, Inc. (Id. ¶¶ 3-20.) Plaintiffs allege that they purchased NAND flash memory from one or more of the Defendants. (Id. ¶ 2.) The Direct Purchaser Complaint alleges a single claim under section 1 of the Sherman Act. (Id. ¶¶ 130-135.) On the same date, Plaintiffs filed their Indirect Purchaser Complaint against essentially the same Defendants named in the Direct Purchaser Complaint. (Docket 310, Indirect Purchaser (“IP”) Compl. ¶¶ 50-66.) Indirect Purchasers are 33 individuals and entities who claim they purchased stand-alone NAND flash memory products (i.e., CompactFlash, SmartMedia, MultiMedia Card, Secure Digital Card, Memory Stick and USB flash drives) and products in which NAND flash memory is a substantial component. (Id. ¶¶ 48-49.) The Indirect Purchaser Complaint alleges four claims for relief: (1) Violation of Section 1 of the Sherman Act, 15 U.S.C. § 1; (2) Unjust Enrichment and Disgorgement of Profits under the laws of Arizona, Arkansas, California, the District of Columbia, Florida, Hawaii, Iowa, Kansas, Maine, Massachusetts, Michigan, Minnesota, Mississippi, Nebraska, Nevada, New Hampshire, New Mexico, New York, North Carolina, Rhode Island, South Dakota, Tennessee, West Virginia and Wisconsin; (3) Violation of State Antitrust and Unfair Competition Laws of Alabama, Arizona, California, the District of Columbia, Iowa, Kansas, Maine, Michigan, Minnesota, Mississippi, Nebraska, Nevada, New Mexico, North Carolina, South Dakota, Tennessee, West Virginia and Wisconsin; and (4) Violation of State Consumer Protection and Unfair Competition Laws of Arkansas, California, the District of Columbia, Florida, Hawaii, Kansas, Maine, Massachusetts, Nebraska, New Hampshire, Nevada, New Mexico, New York, North Carolina, Rhode Island and West Virginia. (Id. ¶¶ 176-222.) II. LEGAL STANDARD Under Federal Rule of Civil Procedure 12(b)(6), a district court must dismiss a complaint if it fails to state a claim upon which relief can be granted. To survive a motion to dismiss for failure to state a claim, the plaintiff must allege “enough facts to state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). “Specific facts are not necessary; the statement need only give the defendants] fair notice of what ... the claim is and the grounds upon which it rests.” Erickson v. Pardus, 551 U.S. 89, 127 S.Ct. 2197, 2200, 167 L.Ed.2d 1081 (2007) (internal quotation marks omitted); Johnson v. Riverside Healthcare System, LP, 534 F.3d 1116, 1122 (9th Cir.2008). “In general, the inquiry is limited to the allegations in the complaint, which are accepted as true and construed in the light most favorable to the plaintiff.” Lazy Y Ranch Ltd. v. Behrens, 546 F.3d 580, 588 (9th Cir.2008). If dismissal is warranted, it is generally without prejudice, unless it is clear the complaint cannot be saved by any amendment. See Sparling v. Daou, 411 F.3d 1006, 1013 (9th Cir.2005); Gompper v. VISX, Inc., 298 F.3d 893, 898 (9th Cir.2002). In resolving a motion to dismiss, a Court may take judicial notice, upon request, as provided by Federal Rule of Evidence 201, without transforming a motion to dismiss into one for summary judgment. See MGIC Indem. Corp. v. Weisman, 803 F.2d 500, 503 (9th Cir.1986). III. DIRECT PURCHASER COMPLAINT A. Sufficiency of the Conspiracy Allegations The Sherman Act, section 1, states in part that, “Every contract, combination in the form of trust or otherwise, or conspiracy, in restraint of trade or commerce among the several States, or with foreign nations, is declared to be illegal.” 15 U.S.C. § 1. In Twombly, the Supreme Court held that a section 1 claim “requires a complaint with enough factual matter (taken as true) to suggest that an agreement was made.” 550 U.S. at 556, 127 5.Ct. 1955. That is, there must be enough facts presented “to raise a reasonable expectation that discovery will reveal evidence of illegal agreement.” Id. “Asking for plausible grounds to infer an agreement does not impose a probability requirement at the pleading stage; it simply calls for enough fact to raise a reasonable expectation that discovery will reveal evidence of illegal agreement. And, of course, a well-pleaded complaint may proceed even if it strikes a savvy judge that actual proof of those facts is improbable, and ‘that a recovery is very remote and unlikely.’ ” Id. (emphasis added, footnote and citations omitted). Defendants assert that allegations in the Direct Purchaser Complaint are too vague and conclusory to comport with the pleading requirements of Twombly. As an initial matter, Defendants complain that the pleadings fail to allege the specific time, place, or person who had any meetings or communications regarding flash memory pricing or output. (Docket 371, Mot. at 11.) The Court disagrees. Among other things, the pleadings identify the companies and/or individuals who were directly involved in setting prices for NAND flash memory. (E.g., DP Compl. ¶¶ 68, 69, 81-85, 88-93, 103, 106.) In particular, the Complaint alleges that many of the same employees in various companies (some of whom have pled guilty to price fixing in the DOJ’s DRAM investigation) were responsible for setting prices for different types of memory, including DRAM/ SRAM and flash memory. (See id.) In addition, the Complaint alleges the time frame of such alleged conduct, along with facts pertaining to the coordination of production as a means to control pricing. (E.g, id. ¶¶ 86-88, 94, 96, 98, 101-105). For example, there are allegations of specific instances where output was reduced following meetings by Defendants-that, in turn, led to “implausible” price increases. (Id.) Similarly, the marketplace is alleged to have been conducive to coordinated pricing, as demonstrated by the existence of a concentrated market dominated by a few entities, with significant barriers to entry. (See id. ¶¶ 45-59.) Courts addressing analogous pleadings have concluded that these types of conspiracy allegations are sufficient to meet the pleading standards of Twombly. E.g., In re Static Random Access Memory (SRAM) Antitrust Litig., 580 F.Supp.2d 896, 901-02 (N.D.Cal.2008) (“SRAM”) (“general allegations of a conspiracy, price fixing and the susceptibility of the SRAM market to such violations” sufficient under Twombly ); In re TFT-LCD (Flat Panel) Antitrust Litig., 586 F.Supp.2d 1109, 1115 (N.D.Cal.2008) (“TFT-LCD ”) (finding that allegations that price stability in flat panel market was inconsistent with natural market forces were sufficient to survive a motion to dismiss). The Court finds that the facts alleged by Plaintiffs are sufficient to give rise to “a plausible suggestion of conspiracy.” Twombly, 550 U.S. at 566, 127 S.Ct. 1955. B. Exchange of Information between Competitors The Supreme Court has recognized the danger of collusion posed by the exchange of pricing information. Great Atlantic & Pacific Tea Co., Inc. v. F.T.C., 440 U.S. 69, 80, 99 S.Ct. 925, 59 L.Ed.2d 158 (1979); see also United States v. U.S. Gypsum Co., 438 U.S. 422, 457, 98 S.Ct. 2864, 57 L.Ed.2d 854 (1978) (“the most likely consequence of any such agreement to exchange price information would be the stabilization of industry prices”); United States v. Container Corp., 393 U.S. 333, 337, 89 S.Ct. 510, 21 L.Ed.2d 526 (1969) (“[t]he inferences are irresistible that the exchange of price information has had an anticompetitive effect in the industry, chilling the vigor of price competition.”). Nevertheless, there is nothing inherently improper with competitors communicating with one another. See In re Baby Food Antitrust Litig., 166 F.3d 112, 126 (3d Cir.1999) (“communications between competitors do not permit an inference of an agreement to fix prices unless ‘those communications rise to the level of an agreement, tacit or otherwise.’ ”). “Accordingly, information exchanges help to establish an antitrust violation only when either (1) the exchange indicates the existence of an express or tacit agreement to fix or stabilize prices, or (2) the exchange is made pursuant to an express or tacit agreement that is itself a violation of § 1 under a rule of reason analysis.” In re Coordinated Pretrial Proceedings in Petroleum Prods. Antitrust Litig., 906 F.2d 432, 447 n. 13 (9th Cir.1990) (“Petroleum Prods.”). Here, Defendants contend that the Plaintiffs’ allegations concerning the exchange of information are too “ambiguous” and “sporadic” to suggest the existence of an agreement to fix prices. They claim that the pleadings allege only “three discrete episodes over an eight-year period in which a non-defendant shared an unspecified snippet of ‘flash’ information....” (Mot. at 12.) That is not accurate. The Complaint specifically alleges that Defendants routinely exchanged highly sensitive competitive information, including pricing and production data, to facilitate and monitor their price fixing conspiracy. For example, the Complaint alleges that in August 1998, Samsung advised Hynix (both of which are alleged to be key market players) “that it would be attempting to raise memory prices ‘across the board in September.’ ” (Id. ¶¶ 46, 80). Samsung also “reportedly told Hynix that it would ‘coordinate with Japanese suppliers, asking them to raise, or at least not to lower from August prices.’” (Id. (emphasis added).) Similarly, there are allegations that Micron and Samsung communicated with one another to discuss pricing and inventory on their respective products. (Id. ¶ 82.) More recent communications also support a plausible inference of an ongoing pattern of collusion. In late 2001, Samsung’s Vice President of Marketing sent an internal email to the various heads of the company’s regional memory sales groups. (Id. ¶ 86.) The email instructed the recipients to contact their competitors to urge them that they “must not retreat from the last quoted price. ” (Id. (emphasis added).) Separately, in 2001, officials from Hynix and Samsung met in Korea to ensure that they were “in the same boat with pricing.” (Id. ¶ 88.) These types of contacts continued in the years that followed. For instance, in early 2007, as prices for NAND memory continued to decline, Defendants were making efforts “to reduce NAND supply relative to expected demand growth.” (Id. ¶ 101.) Thus, in March 2007, Samsung announced to industry analysts that it had stabilized “price erosion” as a result of “[s]upply constraints due to cautious supply[.]” (Id. ¶ 102.) Notably, Samsung emphasized its expectation that there would continue to be a “severe shortage” with inventories that, in turn, would bolster its margins. (Id.) In the absence of insider knowledge gleaned from communications with its competitors, Samsung allegedly “would have no way of making such a confident prediction.” (Id.) Taken as a whole, these and similar allegations in the pleadings are sufficient to suggest that Defendants routinely exchanged highly sensitive competitive information, including pricing and production data, to facilitate and monitor their alleged price fixing conspiracy. See SRAM, 580 F.Supp.2d at 902 (allegations regarding internal emails that discussed competitor’s pricing were germane in terms of meeting the Twombly standard); see also In re High Fructose Com Syrup Antitrust Litig., 295 F.3d 651, 662 (7th Cir.2002) (“High Fructose ”) (documents discussing coordination of pricing with competitors probative of price fixing); Flying J Inc. v. TA Operating Corp., 2007 WL 3254765, *1 (D.Utah 2007) (price fixing agreement could be inferred from email between competitors even if such an agreement was not discussed expressly). C. Market Concentration “[T]he Sherman Act reflects an important federal policy in preventing excessive concentration in relevant markets.” Gilmer v. Interstate/Johnson Lane Corp., 895 F.2d 195, 202 (4th Cir.1990); Les Shockley Racing, Inc. v. National Hot Rod Ass’n, 884 F.2d 504, 510 (9th Cir.1989). “Significant market concentration makes it easier for firms in the market to collude, expressly or tacitly, and thereby force price above or farther above the competitive level.” FTC v. H.J. Heinz Co., 246 F.3d 708, 724 (D.C.Cir.2001) (internal quotation marks omitted); Brooke Group Ltd. v. Brown & Williamson Tobacco Corp., 509 U.S. 209, 227, 113 S.Ct. 2578, 125 L.Ed.2d 168 (1993) (“Tacit collusion ... describes the process, not in itself unlawful, by which firms in a concentrated market might in effect share monopoly power, setting their prices at a profit-maximizing, supracompetitive level by recognizing their shared economic interests and their interdependence with respect to price and output decisions.”). On the other hand, market concentration and market shares are insufficient, standing alone, to establish a Sherman Act violation. See In re Late Fee and Over-Limit Fee Litig., 528 F.Supp.2d 953, 964 (N.D.Cal.2007) (“Late Fee ”). Defendants argue that “plaintiffs’ market concentration allegations demonstrate that any alleged ‘parallel’ conduct is at least as consistent with independent decision-making and vigorous competition as with conspiracy.” (Id.) Irrespective of whether that is correct, Defendants ignore that Plaintiffs rely on more than mere allegations of high market concentration to show that the flash memory market is prone to collusion. Rather, in addition to market concentration, they allege the existence of multiple and on-going business relationships, cross-licensing and joint venture agreements, high barriers to entry, and homogeneity in products. (E.g., DP Compl. ¶ 43, 44, 48, 49, 93, 106-107.) When these allegations are considered in tandem, allegations of high market concentration can appropriately be relied upon as a factor to suggest price collusion. SRAM, 580 F.Supp.2d at 903 (denying motion to dismiss where market concentration allegations accompanied by allegations concerning an ongoing agreement to exchange price information for the purpose of stabilizing or increasing prices). Wdiile Defendants’ assertion that high market concentration was attributable to “independent decision-making and vigorous competition” ultimately may prove to be valid, the Court cannot resolve this issue on the merits at this juncture. Defendants’ secondary contention is that “rapidly shifting market shares” of the various Defendants exemplifies “vigorous competition.” (Mot. at 14.) In support, Defendants cite Williamson Oil Co., Inc. v. Philip Morris USA, 346 F.3d 1287, 1318 (11th Cir.2003), where the court noted that shifts in market share between competitors undermined a showing of collusion. In reaching that conclusion, the court focused on the fact that “[tjhese sharp market share shifts were at least as great as those that occurred between 1980 and 1991, an unquestionably competitive period.” Id. (emphasis added). This case is distinguishable, however. Unlike Williamson, there is nothing in the pleadings that would enable the Court to make such comparisons. Perhaps more fundamentally, Defendants’ argument relies on inferences being drawn in their favor which, of course, is the antithesis of the standard of review applicable to a motion to dismiss. Indeed, Williamson involved the review of a motion for summary judgment, not a motion to dismiss. D. Supply Shortages Defendants next contend that the Complaint fails to allege any facts supporting an inference of an express agreement to limit the supply of NAND flash memory, and that the market forces of supply and demand — not collusion — explain the alleged supply shortages. (Mot. at 14-16.) In support of its argument, Defendants rely on In re Citric Acid Litig., 191 F.3d 1090, 1100-101 (9th Cir.1999) (“Citric Acid ”), where the court held that the defendant’s failure to increase production more rapidly did not establish a price fixing conspiracy because “[t]he timing of this decision ... does not fit with [plaintiffj’s theory of the conspiracy.” Unlike Citric Acid, the Complaint in this case alleges that the supply shortage was orchestrated by Samsung which, in turn, had the effect of controlling prices in the time period that followed. {See DP Compl. ¶¶ 94-98.) Defendants also overlook that Citric Acid involved a motion for summary judgment, not a motion to dismiss, where Plaintiffs’ allegations must be taken as true. Thus, while the evidence adduced in the action ultimately may support such a defense, the Court finds, as above, that such a determination is premature at this juncture. E. Price Stability “[Rjising prices do not themselves permit an inference of a collusive market dynamic. Even in a concentrated market, the occurrence of a price increase does not in itself permit a rational inference of conscious parallelism or supracompetitive pricing.” See Brooke, 509 U.S. at 237, 113 S.Ct. 2578. Brooke recognized that prices may rise due to market forces, and that it is entirely possible that increases in price and output could occur simultaneously where there is “growing product demand.” Id. The Supreme Court noted that “[u]nder these conditions, a jury may not infer competitive injury from price and output data absent some evidence that tends to prove that output was restricted or prices were above a competitive level.” Id. Defendants argue that “prices were not rising, but falling ‘rapidly’ as suppliers reduced their costs and competition led those cost savings to be passed through to consumers, even as demand for NAND flash memory experienced ‘huge increases.’ ” (Mot. at 17) (citing DP Compl. ¶¶ 75-76.) That is not an accurate characterization of the DP Complaint. Plaintiffs allege that, historically, memory manufacturers have been able to maintain their profit margins even as the price of memory (on a per gigabit basis) declines. (DP Compl. ¶ 76.) They allege that such “unnatural price stability” was the result of Defendants’ “collusively agreeing to reduce or limit capacity for the purpose of stabilizing or increasing prices.” (Id.) Thus, even in times where there was an oversupply of NAND flash memory, Defendants’ conspiratorial conduct “caused those prices to decrease at a lesser rate than would have been the case under competitive conditions.” (Id. ¶ 77.) Given these allegations, Brooke is inapposite. Separately, Defendants maintain that any fluctuations and or stability in the price for NAND flash memory is attributable to competitive market forces, as opposed to a collusive agreement among the Defendants to control the market. (Mot. at 17.) The authorities cited by Defendants, however, are inapposite. In In re Elevator Antitrust Litig., 502 F.3d 47 (2d Cir.2007), the district court dismissed an antitrust complaint which relied entirely on parallel conduct, conelusory averments of conspiracy and references to a European investigation into price fixing. In affirming the dismissal, the Second Circuit focused on (1) the failure to specify “any particular activities by any particular defendant,” (2) non-specific allegations of parallel conduct, and (3) the lack of any facts establishing any possible nexus between the European conspiracy and any conduct in the United States. Id. at 50. In contrast, the pleadings herein provide much more detail regarding the intracompetitor communications directed at coordinating flash memory pricing and facts regarding the flash memory market structure showing its conduciveness towards collusive pricing schemes. Likewise, facts are alleged regarding the overlap between the companion antitrust investigations in the DRAM/SRAM markets and the NAND flash memory market. Defendants’ reliance on Late Fee fares no better. In that case, credit cardholders who paid excessive late fees and/or over-limit fees brought a class action against credit card issuers under section 1 of the Sherman Act. The centerpiece of plaintiffs’ claims was set forth in a single paragraph of the complaint which was comprised of a chart showing that several of the defendants charged the same or similar late fees. Late Fee, 528 F.Supp.2d at 962. This Court concluded that the complaint was devoid of facts suggesting a preceding agreement, and the scant allegations showed nothing more than parallel conduct. Id. In contrast, the Complaint is far more detailed. Here, Plaintiffs allege facts that the flash memory market is a highly concentrated with high barriers to entry — conditions that are conducive to a price fixing conspiracy. (DP Compl. ¶¶ 44-48.) In addition, it is alleged that Defendants exchanged highly sensitive competitive information (id. ¶¶ 78-114), and openly communicated with one another to “coordinate” pricing (e.g., id. ¶¶80, 87, 88, 104.) Lastly, unlike the allegations made in Late Fee, the Complaint in this case contains extensive, detailed allegations as to when, where and who engaged in at least some of the meetings that gave rise to the alleged conspiracy. (See id. ¶¶ 66-114.) These allegations easily satisfy the notice pleading requirements of the Federal Rules and readily distinguish this case from the conclusory allegations described in Late Fee. F. Joint Ventures and Cross-Licensing Agreements Plaintiffs allege that various Defendants entered into a “web” of cross-licensing and joint venture agreements as a means to facilitate collusive behavior. (DP Compl. ¶ 49.) In their motion to dismiss, Defendants contend that their joint ventures and cross-licenses are “unambiguously procompetitive,” especially given the high entry barriers to the flash memory market. (Mot. at 18-19.) They further argue that the Plaintiffs fail to temporally link any joint ventures or cross-licenses to any price changes and that, at most, they show nothing more than an “opportunity” to conspire, and do not by themselves support an inference of collusion. (Id.) As a general proposition, it is true that agreements between competitors may be entirely benign. See Texaco Inc. v. Dagher, 547 U.S. 1, 7, 126 S.Ct. 1276, 164 L.Ed.2d 1 (2006). That, however, does not necessarily support Defendants’ conclusion that the joint venture and cross-licensing agreements, as alleged in the pleadings, are irrelevant for purposes of the instant motions to dismiss. The Ninth Circuit has aptly observed that “direct evidence will rarely be available” to prove the existence of a price fixing conspiracy. See Petroleum Prods., 906 F.2d at 439. It is for that reason that “circumstantial evidence is the lifeblood of antitrust law.” U.S. v. Falstaff Brewing Corp., 410 U.S. 526, 534 n. 13, 93 S.Ct. 1096, 35 L.Ed.2d 475 (1973). In this case, the allegations regarding Defendants’ participation and use of joint venture and cross-licensing agreements go beyond merely alleging that Defendants’ joint ventures, licensing agreements and other business affiliations simply fostered an “opportunity” to collude. To the contrary, Plaintiffs alleged that such agreements were used as the means to maintain and achieve the end result of the conspiracy by controlling the supply, and thereby permitting increases in the price for the products. (DP Compl. ¶¶ 49-59, 93-94, 106-07.) While these allegations may not expressly state that the agreements themselves were illegal, they nonetheless may be considered with the pleadings as a whole in determining the existence of a “plausible” conspiracy. See High Fructose, 295 F.3d at 662 (noting that “ambiguous” evidence should be considered in antitrust claims because “most cases are constructed out of a tissue of such statements and other circumstantial evidence”). G. Trade Shows and Trade Association Meetings The Complaint alleges that “Defendants belong to a web of different trade associations and participate in various industry trade shows, all of which provide forums at which they can collude to fix prices and limit capacity for NAND flash memory.” (DP Compl. ¶ 50.) One such association is the Compact Flash Association (“CFA”), in which Defendants Samsung, Toshiba, Hitachi, Mitsubishi and SanDisk all are members. (Id. ¶ 51.) The CFA allegedly holds regular meetings and participates in trade shows throughout the world. (Id. ¶ 52.) Plaintiffs assert that these meetings and trade shows provide a vehicle for the “cartel’s members” to communicate regularly to “facilitate the development of a conspiracy.” (Id. ¶ 59.) In response, Defendants claim that their membership in a trade association is presumptively legitimate and that their attendance at such industry meetings and events generally does not establish illegal collusion. Generally, there is nothing particularly nefarious in attending industry functions. See In re Graphics Processing Units Antitrust Litig., 527 F.Supp.2d 1011, 1023 (N.D.Cal.2007) (“GPU /”). Nor is there anything necessarily improper with their participation or membership in industry trade associations. See Citric Acid, 191 F.3d at 1098. Indeed, trade associations serve a beneficial and legitimate function. See McDaniel v. Appraisal Institute, 117 F.3d 421, 424 (9th Cir.1997). That notwithstanding, courts have recognized that trade association affiliations and attendance at industry events may be alleged to show that putative conspirators had the opportunity and means to develop and/or further their alleged collusive scheme. See Todd v. Exxon Corp., 275 F.3d 191, 213 (2d Cir.2001) (“the frequency of the meetings is itself problematic for the same reason that the exchange of current price data is suspect: It tends to facilitate the policing of price conspiracies.”). And while “these allegations cannot alone support Plaintiffs’ claims, [ ] such participation demonstrates how and when Defendants had opportunities to exchange information or make agreements.” SRAM, 580 F.Supp.2d at 903 (emphasis added). The Court also disagrees with Defendants that dismissal is warranted on the ground that Plaintiffs fail to identify “who attended these meetings, what was discussed at them, or how they purportedly related to the conspiracy other than providing an opportunity for the parties to talk to one another.... ” (Mot. at 20.) Not only do Defendants fail to assert any authority in support of their contention that this level of specificity-akin to Rule 9(b)-is required, their argument is inconsistent with the Supreme Court’s holding that “[s]pecific facts are not necessary” at the pleading stage. See Erickson, 127 S.Ct. at 2200. Twombly merely requires enough facts in the complaint as a whole to “nudge [plaintiffs’] claims across the line from conceivable to plausible.” 550 U.S. at 570, 127 S.Ct. 1955. Thus, while Plaintiffs’ allegations regarding trade organizations and trade meetings, standing alone, may not state a claim under the Sherman Act, they may properly be considered along with the other allegations in the Complaint as discussed above for purposes of the assessing the sufficiency of the Complaint. See SRAM, 580 F.Supp.2d at 903. H. Relationship Between Dram/Sram and Flash Memory Conspiracies Plaintiffs posit that the Defendants’ alleged conspiracy to manipulate pricing for NAND flash memory was modeled after their pricing schemes in the markets for DRAM and SRAM memory, which are the subject of DOJ investigations. (DP Compl. ¶ 71.) According to Defendants, the DRAM/SRAM investigations are irrelevant for purposes of establishing a conspiracy regarding NAND flash memory on the ground that Plaintiffs have failed to establish a nexus between the DRAM/ SRAM pricing schemes and the alleged conspiracy to control the price of NAND flash memory. (Mot. at 21.) In United States v. Andreas, 216 F.3d 645 (7th Cir.2000), the court recognized that evidence concerning a prior conspiracy may be relevant and admissible to show the background and development of a current conspiracy. In Andreas, the court addressed a claim that there was a conspiracy to fix prices and control the output of Lysine, an amino acid. On appeal, the court rejected defendants challenge to the admissibility of evidence concerning a similar scheme involving the related market for citric acid. The court found that there was evidence that the citric acid scheme “provided the blueprint for and motivating force behind the nascent lysine scheme,” and thus, was admissible to provide context as to how the lysine conspiracy operated. Id. at 665; see also High Fructose, 295 F.3d at 661 (same). Likewise, in SRAM, the district court acknowledged that “[although the DRAM guilty pleas are not sufficient to support Plaintiffs’ clams standing on their own, they do support an inference of a conspiracy in the SRAM industry.” 580 F.Supp.2d at 903 (emphasis added). Defendants ignore the above authority, and instead, focus on the fact that the employees who pleaded guilty to price fixing in the DRAM investigation worked for only two of the Defendant companies. (Mot. at 21-22, Reply at 12-13.) While that may be so, the Court notes that the two companies involved, Samsung and Hynix, collectively controlled the majority of the flash memory market and together paid fines approaching half a billion dollars. (DP. Compl. ¶¶ 68, 69, 46.) In addition, at least seven of the employees involved are alleged to have had responsibility for NAND flash memory pricing, sales, marketing and operations in the United States. (Id. ¶ 67-69.) Given these employees’ overlapping involvement in controlling DRAM and flash memory pricing, coupled with the significant market power wielded by their employers, it is reasonable to infer that their involvement in the DRAM conspiracy had at least some connection to the alleged conspiracy in this case. Defendants also attempt to distinguish the two conspiracies by claiming, inaccurately, that the DRAM case involved raising prices, while this case involves restricting supplies. (Mot. at 22.) In fact, the Complaint expressly alleges that “Defendants and their co-conspirators conspired to fix, raise, maintain and stabilize the price of NAND flash memory sold in the United States....” (DP Compl. ¶¶ 1, 33 (emphasis added).) Similarly, Plaintiffs allege that Defendants specifically discussed controlling prices with regard to all memory products. (Id. ¶¶ 79-80, 82, 84-85, 87-88, 102.) But even if the flash memory scheme focused more on affecting output, the fact remains that the purpose of both conspiracies was to artificially control and impact the memory market in order to generate or preserve profits. At bottom, while these facts may not prove the existence of a conspiracy with respect to NAND flash memory, they are properly pleaded for the purpose of establishing the plausibility that such a conspiracy existed. I. Summary The Court concludes that the Complaint alleges “enough facts to state a claim to relief that is plausible on its face.” Twombly, 550 U.S. at 576, 127 S.Ct. 1955. Defendants’ motion to dismiss the Direct Purchaser Complaint is therefore DENIED. IV. INDIRECT PURCHASER COMPLAINT A. Overview Separate and apart from the Direct Purchaser Complaint, 33 individuals and entities have filed an Indirect Purchaser Complaint, which also is the subject of a joint motion to dismiss. Unlike the Direct Purchasers, the Indirect Purchasers’ claims are “limited in scope to NAND Flash Memory purchased indirectly where NAND Flash Memory is entirely a standalone product or a substantial component of another product....” (IP Compl. ¶ 12.) Examples of such products include flash memory cards, USB flash drives, flash-based digital music players (i.e., iPods, etc.) and higher end mobile telephones and computing devices. (Id.) Defendants’ motion to dismiss presents five central arguments: (1) Plaintiffs fail to satisfy pleading requirements of Twombly; (2) Plaintiffs lack standing to assert state law antitrust claims; (3) Plaintiffs’ consumer protection claims fail as a matter of law; (4) Plaintiffs cannot plead a claim for unjust enrichment alongside claims that seek a remedy at law; and (5) Plaintiffs lack standing to assert claims under the laws of states where none of them resides. Defendants’ arguments regarding Twombly fail for the reasons discussed supra in the section of this Order analyzing the motion to dismiss the Direct Purchaser Complaint. As to the remaining four grounds for dismissal, the Court discusses them seriatim. B. Standing to Pursue State Antitrust Claims 1. Applicability of the AGC Standard In Illinois Brick Company v. Illinois, 431 U.S. 720, 730, 97 S.Ct. 2061, 52 L.Ed.2d 707 (1977), the Supreme Court held that indirect purchasers generally may not sue for money damages under Section 4 of the Clayton Act. In response to Illinois Brick, a number of states passed “repealer” statutes which expressly allow indirect purchasers to recover money damages for antitrust violations under state law. See California v. ARC Am. Corp., 490 U.S. 93, 97-98, 109 S.Ct. 1661, 104 L.Ed.2d 86 (1989). In the present case, Plaintiffs’ third claim for relief for state antitrust violations is predicated on the repealer statutes of Alabama, Arizona, California, the District of Columbia, Iowa, Kansas, Maine, Michigan, Minnesota, Mississippi, Nebraska, Nevada, New Mexico, North Carolina, South Dakota, Tennessee, West Virginia and Wisconsin. (IP Compl. ¶¶ 187-205.) In their motion to dismiss, Defendants contend that Plaintiffs lack standing to bring state antitrust claims on the ground that they cannot meet the requirements set forth in Associated General Contractors of California, Inc. v. California State Council of Carpenters, 459 U.S. 519, 103 S.Ct. 897, 74 L.Ed.2d 723 (1983) (‘AGC”). “[T]he Supreme Court in [AGC] identified certain factors for determining whether a plaintiff who has borne an injury has antitrust standing. These factors include: (1) the nature of the plaintiffs alleged injury; that is, whether it was the type the antitrust laws were intended to forestall; (2) the directness of the injury; (3) the speculative measure of the harm; (4) the risk of duplicative recovery; and (5) the complexity in apportioning damages.” American Ad Mgmt., Inc. v. General Tel. Co. of Cal., 190 F.3d 1051, 1054 (9th Cir.1999) (citing AGC, 459 U.S. at 535, 103 S.Ct. 897). “To conclude that there is antitrust standing, a court need not find in favor of the plaintiff on each factor.” Id. Instead, courts are to balance the factors, “giving great weight to the nature of the plaintiffs alleged injury.” Id. The threshold question presented with regard to the issue of standing is whether AGC, the standard for determining standing under federal antitrust claims also applies to antitrust claims predicated on state law. Resolution of that question is predicated on state law. In analyzing questions of state law, federal courts are bound by the decisions of the state’s highest court. See United Broth. of Carpenters and Joiners of America Local 586 v. N.L.R., 540 F.3d 957, 963 (9th Cir.2008) (“Carpenters ”). It is settled that “[wjhere the state’s highest court has not decided an issue, the task of the federal courts is to predict how the state high court would resolve it.” Dimidowich v. Bell & Howell, 803 F.2d 1473, 1482 (9th Cir.1986) (as amended). If “there is relevant precedent from the state’s intermediate appellate court, the federal court must follow the state intermediate appellate court decision unless the federal court finds convincing evidence that the state’s supreme court likely would not follow it.” Ryman v. Sears, Roebuck and Co., 505 F.3d 993, 994 (9th Cir.2007) (emphasis omitted). Relevant decisions of courts in other jurisdictions also should be considered. See Giles v. General Motors Acceptance Corp., 494 F.3d 865, 872 (9th Cir.2007). Defendants summarily argue that AGC governs the standing inquiry to Plaintiffs state antitrust claims under Arizona, California, Iowa, Kansas, Maine, Michigan, Nebraska, North Carolina, South Dakota, Mississippi, Nevada, New Mexico, West Virginia, Wisconsin law. (Mot. at 17.) The Court concurs with Defendants only with respect to Iowa, Nebraska and California. The highest courts in both Iowa and Nebraska have held that the AGC factors apply to their antitrust laws. Southard v. Visa USA Inc., 734 N.W.2d 192, 198-99 (Iowa 2007); Kanne v. Visa U.S.A., Inc., 272 Neb. 489, 723 N.W.2d 293, 302-03 (2006). As such, the Court is compelled to find that AGC applies to Indirect Plaintiffs’ antitrust claims based on Iowa and Nebraska law. See Carpenters, 540 F.3d at 963. As to California, its Supreme Court has not reached this issue, but at least one of its intermediate appellate courts has applied these factors to its antitrust law, the Cartwright Act, Cal. Bus. & Prof.Code § 16720 et seq. See Vinci v. Waste Mgmt., Inc., 36 Cal.App.4th 1811, 43 Cal.Rptr.2d 337 (1995); Knevelbaard Dairies v. Kraft Foods, Inc., 232 F.3d 979, 987 (9th Cir.2000). Accordingly, the Court finds that AGC applies to Plaintiffs’ California law antitrust claims as well. See Ryman, 505 F.3d at 994 (holding that intermediate appellate court decisions generally are binding). The Court disagrees that AGC applies to any of remaining states in dispute. With respect to Arizona, Nebraska, Nevada, New Mexico, South Dakota and West Virginia, there are no state court appellate decisions or compelling decisions from other jurisdictions to provide this Court with guidance on how to “predict” how the highest court of each state would rule on this issue. See Dimidowich, 803 F.2d at 1482. However, Defendants note that each of these states has harmonization provisions calling for their respective statutes to be construed in accordance with federal law. See Ariz.Rev.Stat. Ann. § 44-1412 (“in construing this article, the courts may use as a guide interpretations given by the federal courts to comparable federal antitrust statutes”); Neb.Rev.Stat. § 59-829 (“the courts of this state in construing [Nebraska’s antitrust statute] shall follow the construction given to the federal law by the federal courts”); Nev.Rev.Stat. § 598A.050 (“The provisions of this chapter [under Nevada law] shall be construed in harmony with prevailing judicial interpretations of the federal antitrust statutes”); N.M. Stat. Ann. § 57-1-15 (“the [New Mexico] Antitrust Act shall be construed in harmony with judicial interpretations of the federal antitrust laws”); S.D. Codified Laws § 37-1-22 (“It is the intent of the [South Dakota] Legislature that in construing this chapter, the courts may use as a guide interpretations given by the federal or state courts to comparable antitrust statutes.”); W.Va.Code § 47-18-16 (“This [West Virginia] article shall be construed liberally and in harmony with ruling judicial interpretations of comparable federal statutes”). As to Kansas, Maine, Michigan, Mississippi, North Carolina, South Dakota and Wisconsin, the Court has not been directed to any pertinent court decisions or any harmonization provisions, as in the case of the other states at issue. However, Defendants focus the Court’s attention on cases purporting to demonstrate that states interpreting their antitrust laws look to federal antitrust precedents for guidance. See Orr v. Beamon, 77 F.Supp.2d 1208, 1212 (D.Kan.1999) (“standing under the Kansas antitrust statutes requires an antitrust injury similar to that required under the Sherman and Clayton Acts”); Davric Maine Corp. v. Rancourt, 216 F.3d 143, 149 (1st Cir.2000) (“We have noted that the ‘Maine antitrust statutes parallel the Sherman Act,’ and thus have analyzed claims thereunder according to the doctrines developed in relation to federal law.”); First Med Representatives, LLC v. Futura Med. Corp., 195 F.Supp.2d 917, 922 (E.D.Mich.2002) (“Michigan courts apply Sherman Act analysis to the [Michigan Antitrust Reform Act]”); Pope v. Mississippi Real Estate Comm’n, 872 F.2d 127, 129 (5th Cir.1989) (combining analysis of Mississippi and federal antitrust claims); Rose v. Vulcan Materials Co., 282 N.C. 643, 194 S.E.2d 521, 530 (1973) (“the body of law applying the Sherman Act, although not binding upon this Court in applying [North Carolina’s antitrust law], is nonetheless instructive in determining the full reach of that statute.”); State v. Waste Mgmt. of Wis., Inc., 81 Wis.2d 555, 261 N.W.2d 147, 155 (1978) (“Except for the fact that the state act applies to intrastate commerce while the federal act applies to interstate commerce, what amounts to a conspiracy in restraint of trade under the Sherman Act amounts to a conspiracy in restraint of trade under the Wisconsin antitrust act.”). With little reasoning or analysis, Defendants urge the Court to follow DRAM I, where the court found the existence of harmonization provisions and/or judicial reference to federal antitrust precedents to interpret state antitrust statutes as a sufficient basis on which to trigger application of AGC. (Mot. at 8.) This Court, however, is reticent to adopt an across-the-board rule that a state’s harmonization provision, whether created by statute or common law, is an appropriate means of predicting how a state’s highest court would rule regarding the applicability of AGC to state law antitrust claims. Neither party has provided the Court with the requisite, individualized analysis on a per state basis to enable the Court to render such a determination. As a consequence, “this order declines to undertake the backbreaking labor involved in deciphering the state of antitrust standing in each of those states on this motion — particularly since, as shown below, indirect purchasers have shown standing under AGC for consumers who bought finished [flash memory products].” See In re Graphics Processing Units Antitrust Litig., 540 F.Supp.2d 1085, 1097 (N.D.Cal.2007) (“GPU II”). Thus, the Court concludes that AGC’s standing analysis applies only to Plaintiffs’ state antitrust claims based on California, Iowa and Nebraska law. 2. Application of the AGC Factors to Plaintiffs’ Antitrust Claims Under California, Iowa and Nebraska Law a) Nature of the Injury The first factor under AGC is whether the injury alleged by Plaintiffs is the type the antitrust laws are intended to prevent. See American Ad Mgt., 190 F.3d at 1055. “A plaintiff may only pursue an antitrust action if it can show antitrust injury, which is to say ‘injury of the type the antitrust laws were intended to prevent and that flows from that which makes defendants’ acts unlawful.’ ” In re Dynamic Random Access Memory (Dram) Antitrust Litig., 516 F.Supp.2d 1072, 1089 (N.D.Cal.2007) (“DRAM I”) (quoting American Ad Mgmt., 190 F.3d at 1055). “The requirement that the alleged injury be related to anti-competitive behavior requires, as a corollary, that the injured party be a participant in the same market as the alleged malefactors.” Bhan v. NME Hosps., Inc., 772 F.2d 1467, 1470 (9th Cir.1985) (emphasis added); see also Tanaka v. University of Southern Calif., 252 F.3d 1059, 1063 (9th Cir.2001) (the anticompetitive effects must be felt in the “relevant market”). To determine whether an injured plaintiff is indeed a market participant, “the focus is upon the reasonable interchangeability of use or the cross-elasticity of demand” between the product or services involved. Bhan, 772 F.2d at 1470-71. In this case, Plaintiffs contend that they were injured by “paying higher prices for products containing NAND Flash Memory than they would have in the absence of Defendants’ conspiracy.” (IP Compl. ¶ 148; Opp’n at 23.) Defendants do not dispute that this is the type of injury that antitrust laws were intended to protect against. See American Ad Mgt., 190 F.3d at 1055. Rather, Defendants’ central contention is that Plaintiffs cannot show that they are “participants” in the restrained market. (Mot. at 9-10.) More specifically, Defendants assert that the alleged anti-competitive conduct occurred only in the market for direct purchasers of NAND flash memory, which is different than for indirect purchasers where the relevant market ostensibly is defined by where the particular product containing flash memory is sold. (Mot. at 9-10.) The argument posited by Defendants was rejected in GPU II, 540 F.Supp.2d at 1098. In that case, direct and indirect purchasers brought federal and state antitrust claims against producers of graphics processing units (“GPUs”). GPUs are devices used in computers, servers, work stations, gaming consoles and mobile communication devices. Direct purchasers alleged that they purchased GPUs directly from manufacturers, while indirect purchasers alleged they purchased finished products that contained GPUs. Defendants moved to dismiss the indirect purchasers’ claims on the ground that they were not participants in the relevant market because they “participated” in the market for the finished product containing GPUs, as opposed to the market for GPUs themselves. Id. The court rejected that distinction, however, noting that GPUs “are separate components of a computer and that any costs attributable to them are traceable through the chain of distribution.” Id. The court in TFT-LCD applied similar reasoning in a class action involving thin film transfer liquid crystal display (“LCD”) panels and products. 586 F.Supp.2d at 1123. As in GPU I, the defendant manufactures argued that the indirect plaintiffs could not be considered participants in the relevant market for LCDs, since they purchased finished products containing LCD panels. The court found the alleged distinction to be uncompelling in view of the plaintiffs’ allegations that the market for LCD panels and the market for the products into which the panels are placed are “inextricably linked and intertwined,” and as a result, the demand for LCD panels directly derives from the demand for such products in which it is used as a component. Id. The court added that “there are factual questions about the relevant market,” such as whether the indirect purchaser plaintiffs actually participated in the market for LCD panels through their purchases of products containing such panels or whether that market was “analytically distinct” from the market for LCD panels. Id. In either event, the comet concluded that “plaintiffs’ allegations are sufficient at this stage to weigh in favor of standing under the first factor of AGC.” Id. As in GPU I and TFT-LCD, Plaintiffs have alleged sufficient facts that they, as Indirect Purchasers of NAND flash memory-based products, are in the “same market” as Direct Purchasers, at least as far as antitrust standing is concerned at this stage of the proceedings. The Complaint alleges that NAND flash memory has a variety of applications. It can be purchased as a stand-alone item or incorporated as a central component of finished products, such as digital music players, USB drives, and so on. (IP Compl. ¶ 73.) Regardless of how it is sold, however, NAND flash memory provides essentially the same functionality; that is, versatile, digital storage that is not dependent on the presence of power to maintain its memory. (Id. ¶¶ 71-72.) Thus, while the markets for NAND flash memory and products that contain NAND flash memory technically may be different, in practice, both markets are inextricably intertwined and there is inherent cross-elasticity of demand between the two. (Id. ¶ 73.) For purposes of the instant motion to dismiss, Plaintiffs have alleged sufficient facts to show that they are market participants for purposes of AGC. However, it bears noting that the actual determination of whether indirect purchasers are “participants” in the same “relevant market” for purposes of antitrust standing is better suited to resolution upon a fuller record. See TFT-LCD, 586 F.Supp.2d at 1123. b) The Directness of the Injury “The second [AGC ] factor looks to whether [the] alleged injury was the direct result of [defendants’] allegedly anticompetitive conduct.... To assess the directness of this injury, we look to the chain of causation between [the] injury and the alleged restraint in the market[.]” Am. Ad Mgt., 190 F.3d at 1058. Defendants contend that there is no direct injury because NAND flash memory is merely a component of the finished product, and is but one of many variables affecting its price. (Mot. at 13.) They also claim that the distribution channels for finished products differ from those for NAND flash memory. (Id.) In TFT-LCD and GPU I, the courts found that indirect purchasers of components had satisfied their burden of pleading directness of injury by alleging that the cost of the component was traceable through the product distribution chain. Compare TFT-LCD, 586 F.Supp.2d at 1123 (directness requirement met based on allegations that cost of component part comprised a substantial amount of the finished product cost and could be traced through the distribution chain); GPU II, 540 F.Supp.2d at 1098 (same) with DRAM I, 516 F.Supp.2d at 1092 (directness requirement not met where the “complaint sets forth no allegations that, within the final purchase price of a given product purchased by plaintiffs for ‘end use,’ the ultimate cost of DRAM is somehow directly traceable or distinguishable”). In this case, the Complaint expressly alleges that “[w]hen NAND Flash Memory is purchased by consumer as part of an electronic device, it is a distinct, physieallydiscrete hardware element of the end-use product and is identifiable by a specific, discrete part or model number that permits tracing. NAND Flash Memory is identifiable and traceable throughout the chain of the distribution to the end user. It does not undergo any alterations as it moves through the chain of distribution.” (IP Compl. ¶ 152.) The pleadings further allege that “[t]racing can help show that changes in the prices paid by direct purchasers of NAND Flash Memory affect prices paid indirect-purchasers of the Flash Memory itself or products containing Flash Memory.” (Id. ¶ 154.) In addition, NAND Flash Memory allegedly “makes up an overwhelming majority of the cost of NAND flash-based memory devices and a substantial portion of the consumer devices in which NAND Flash Memory is packaged to be sold as a component.” (Id. ¶ 157.) These allegations are adequate to show that there is a chain of causation between Defendants’ allegedly anticompetitive conduct and Plaintiffs’ injury, which is the overpayment for flash memory products and finished products containing NAND flash memory. c) Speculative Nature of Harm, and Complexity in Apportioning Damages The final third and fifth AGC factors-the speculative nature of the harm and the complexity in apportioning damages-may be considered together. See DRAM I, 516 F.Supp.2d at 1092 (citing American Ad Mgmt., 190 F.3d at 1054-55). As to these factors, Defendants make essentially the same arguments that they raised regarding AGC’s second factor; namely, that NAND flash memory is just one of many components of a finished product, and as such, any attempt to distinguish the impact of its allegedly inflated price on the purchase price of a retail product would be speculative and excessively complex. (Mot. at 13-15.) As discussed above, Plaintiffs have alleged that the NAND flash memory, whether in the form of a product or as a component of a finished product, remains discrete and traceable to its manufacturer. This is sufficient for purposes of avoid dismissal. See DRAM I, 516 F.Supp.2d at 1092-93. d) Duplicative Recovery “The risk to be avoided under [the duplicative recovery factor] is that potential plaintiffs may be in a ‘position to assert conflicting claims to a common fund ... thereby creating the danger of multiple liability for the fund.’ ” American Ad Mgmt., 190 F.3d at 1059 (quoting Eagle v. Star-Kist Foods, Inc., 812 F.2d 538, 542 (9th Cir.1987)). Defendants briefly assert that a duplicative recovery “is a near certainty” given that the Direct Purchasers’ claims also are before the Court. (Mot. at 16.) Such a concern, however, generally is inapposite in the context of indirect purchaser state law antitrust claims. “States ... which have repealed Illinois Brick and allowed indirect purchasers to sue for antitrust violations, have necessarily made the policy decision that duplicative recovery may permissibly occur. Duplicative recovery is, in many if not all eases alleging a nationwide conspiracy with both direct and indirect purchaser classes, a