Full opinion text
Proceedings: (In Chambers) Order Granting in Part and Denying in Part Defendants WellPoint, Inc., United HealthGroup, Inc., and Inge-nix, Inc.’s Motions to Dismiss PHILIP S. GUTIERREZ, District Judge. Pending before the Court are Defendants WellPoint, Inc., United HealthGroup, Inc., and Ingenix, Inc.’s Motions to Dismiss the Second Amended MultiDistrict Litigation Complaint. The Court heard argument on the motions on November 22, 2011. Having read and considered the moving and opposing papers, as well as the arguments presented at the hearing, the Court GRANTS in part and DENIES in part the motions to dismiss. I. Background This case concerns insurance subscribers and healthcare providers who claim that the nation’s largest healthcare insurer failed to properly reimburse them for out-of-network services (“ONS”). They were allegedly promised a “usual, customary, and reasonable” (“UCR”) rate of reimbursement, but were underpaid due to flawed UCR data provided by the country’s largest database. A. WellPoint’s ONS Coverage Defendant WellPoint, Inc. (‘WellPoint”) is the largest health insurer in the United States. WellPoint and its many subsidiaries and affiliates (collectively, the “Well-Point Defendants”) offer insurance coverage for medical treatment provided by various healthcare providers, including physicians, physician groups, hospitals, clinics, and ambulatory and surgical centers. See Second Consolidated Am. Compl. (“SAC”). ¶ 8, n. 1. Healthcare providers are classified as either (a) “in-network” providers who have negotiated discounted rates with WellPoint or (b) out-of-network providers who charge their normal rates. See id. ¶ 8. WellPoint allegedly promises to reimburse subscribers for ONS obtained from out-of-network providers at a percentage of the lesser of either (1) the actual amount of the subscribers’ medical bills or (2) the UCR rate charged by providers “in the same or similar geographic area” for “substantially the same service.” See id. ¶ 10. The primary concern in this action is whether WellPoint paid the UCR rate when reimbursing ONS. This question turns on how Well-Point determines what reimbursement rate would be “usual, customary, and reasonable” for a given medical procedure in a particular geographic area. B. The Genesis of Ingenix WellPoint contracts with Defendant Ingenix, Inc. (“Ingenix”) to obtain ONS reimbursement data. Ingenix is a wholly owned subsidiary of Defendant United-Health Group, Inc. (“UHG”) (together with Ingenix, the “UHG Defendants”) and maintains a proprietary database, which compiles ONS reimbursement data provided by various health insurance companies and provides billing rates back to those same insurance companies (the “Ingenix Database”). See id. ¶ 117. In 1973, the Health Insurance Association of America (“HIAA”), a trade group for the health insurance industry, developed the Prevailing Health Charges System (“PHCS”), a database used to obtain charging information for various medical procedures. See id. ¶¶ 63(c), 105. HIAA members developed and managed the PHCS database, which eventually became the largest pool of charge data for medical services in the country. See id. ¶ 105. The PHCS was not intended to set UCR rates, and HIAA included a disclaimer that PHCS data was provided “for information purposes only.” Id. ¶ 109. In October 1998, the members of HIAA, including WellPoint, sold the PHCS to Ingenix, which was in the process of acquiring more than 50 medical databases in order to “acquire a dominant position in the market for the provision of data services used to calculate UCR.” See id. ¶ 110. As part of the PHCS sale, members of HIAA, including WellPoint, were permitted to participate in an ongoing “Ingenix PHCS Advisory Committee,” which provided for industry input into how Ingenix acquired and managed its data. See id. ¶ 111. HIAA entered into a 10-year Cooperation Agreement, which guaranteed HIAA’s continued input into the management of the Ingenix Database in the form of a joint “Liaison Committee” and provided discounts for HIAA members who contributed data to the Ingenix Database. See id. ¶ 112. Additionally, upon the PHCS sale, the parent of Ingenix (UHG) agreed to become a member of HIAA without having to pay any membership dues during this period. C. Criticism of the Ingenix Database Ingenix provides participating insurers with uniform pricing schedules that provide billing ranges for given medical procedures in various geographic locations. See id. ¶ 116. This information is allegedly calculated according to just four data points: (1) the date of service, (2) the Current Procedural Terminology (“CPT”) code, (3) the zip code where the service was provided, and (4) the amount billed by the provider. See id. ¶ 119. In addition to this purportedly flawed methodology, Ingenix and the participating insurers allegedly manipulate the data in order to populate the Ingenix Database with deflated UCR figures. First, the participating insurers “scrub” their submissions to Inge-nix by removing the highest value claims. See id. ¶ 120. This practice allegedly persisted since 2003, when Ingenix began requiring participant insurers to certify that their submissions were complete. See id. Second, Ingenix pools all of the claims submissions and removes “high-end” values as statistical outliers. See id. ¶ 125. The data provided by Ingenix is further skewed because Ingenix allegedly fails to accurately tabulate data according to geographic area. See id. ¶ 126. Ingenix then produces two cycles of pricing schedules for participating insurers. See id. ¶ 129. WellPoint uploads these schedules onto its computerized claims platform to determine ÓNS reimbursement rates. See id. ¶ 130. Neither WellPoint nor the other participating insurers independently verify the accuracy of the data received from Inge-nix. See id. ¶ 133. This system of ONS reimbursement has become the subject of an investigation by the New York Attorney General (“NYAG”), and an investigative task force of the NYAG determined that health insurers who participate in the Ingenix data collection have an incentive to provide artificially low claims information and, thus, produce a “garbage in, garbage out” effect. See id. ¶¶ 142-51. On January 13, 2009, the NYAG issued its “Health Care Report: The Consumer Reimbursement System is Code Blue,” which concluded that the Ingenix Database was an “industry-wide problem,” “a rigged system,” “fraudulent,” “and critically ill.” Id. ¶ 148. In response to the investigation, UHG, WellPoint, and other participating insurers entered into agreements with the NYAG to discontinue use of the Ingenix Database and to establish an independent system to determine UCR reimbursements. See id. ¶ 151. Even the United States Congress became involved, with the Senate Committee on Commerce, Science, and Transportation holding two hearings on how the healthcare industry calculates UCR reimbursements for ONS. See id. ¶¶ 152-55. D. Procedural History Since early 2009, subscriber, provider and association plaintiffs (collectively, the “MDL Plaintiffs” or “Plaintiffs”) have filed lawsuits against WellPoint, its subsidiaries, UHG, and Ingenix, challenging WellPoint’s use of the Ingenix Database and the adequacy of WellPoint’s ONS reimbursements. On August 20, 2009, the United States Judicial Panel on Multidistrict Litigation designated this Court as the transferee court for pretrial proceedings in In re WellPoint, Inc., Out-of-Network “UCR” Rates Litigation, MDL No. 2074. Since the transfer, several cases have been consolidated with MDL No.2074. On July 12, 2010, the Plaintiffs of MDL No. 2074 (collectively, “Plaintiffs”) filed a Second Consolidated Amended Complaint (“SAC” or “Complaint”) against the Well-Point Defendants and the UHG Defendants (collectively, “Defendants”), asserting claims under the Sherman Antitrust Act, 15 U.S.C. § 1, the Employee Retirement Income Security Act (“ERISA”), 29 U.S.C. § 1001 et seq., the Racketeer Influenced and Corrupt Organizations Act (“RICO”), 18 U.S.C. § 1962 et seq., and various state laws. In particular MDL Plaintiffs assert the following 13 causes of action: (1) violation of Section 1 of the Sherman Act, 15 U.S.C. § 1; (2) claim for unpaid benefits under group plans governed by ERISA., 29 U.S.C. § 1132(a)(1)(B); (3) breach of fiduciary duty under ERISA, 29 U.S.C. § 1132(a)(2); (4) failure to provide full and fair review as required under ERISA, 29 U.S.C. § 1132(a)(3); (5) failure to provide accurate records under ERISA, 29 U.S.C. § 1132(c); (6) violation of RICO based on predicate acts of mail and wire fraud, 18 U.S.C. § 1962(c); (7) violation of RICO for predicate acts of embezzlement, 18 U.S.C. § 1962(c); (8) conspiracy to violate RICO, 18 U.S.C. § 1962(d); (9) breach of contract; (10) breach of the implied covenant of good faith and fair dealing; (11) violation of California’s unfair and deceptive practices statutes, Cal. Bus. & Prof.Code §§ 17200, 17500; (12) violation of the New York General Business Law (“GBL”) § 349; and (13) violation of California’s Cartwright Antitrust Act. In asserting their various claims, Plaintiffs are divided into several categories. First, the “Subscriber Plaintiffs” are Michael Roberts (“Roberts”) (on behalf of himself and as guardian for his daughter, D. Roberts), J.B.W. (a minor by and through his parent and guardian ad litem), Darryl and Valerie Samsell (the “Samsells”), Mary Cooper (“Cooper”), Ivy Seigle-Epstein (“Seigle-Epstein”), and Ivette Rivera-Giusti (“Rivera-Giusti”). See id. ¶¶ 24-29. The Subscriber Plaintiffs each allegedly had an insurance policy with WellPoint or one of its subsidiaries, received ONS medical care, were reimbursed at a depressed rate, and incurred “more out-of-pocket expense than [he or she] would have absent the unlawful conduct alleged.” See id. Second, the “Provider Plaintiffs” are as follows: Dr. Stephen D. Henry is a primary care internist, Dr. James G. Schwendig is a trauma surgeon, Dr. James Peck is a clinical psychologist, Dr. Michael Pariser is a licensed psychologist, Dr. Carmen Kavali is a plastic surgeon, Dr. Stephani Higashi is a chiropractic doctor, and the North Peninsula Surgical Center, L.P. (“NPSC”) is an ambulatory surgical center. See id. ¶¶ 30-37. The Provider Plaintiffs allegedly provided ONS to Well-Point subscribers, were assigned the policies to be reimbursed, and received deflated UCR reimbursements. See id. ¶ 80. Third, the “Association Plaintiffs” are the American Medical Association (“AMA”), the California Medical Association (“CMA”), the Medical Association of George (“MAG”), the Connecticut State Medical Society (“CSMS”), the North Carolina Medical Society (“NCMS”), the American Podiatric Medical Association (“APMA”), the California Chiropractic Association (“CCA”), and the California Psychological Association (“CPA”). See id. ¶¶ 38-53. The Association Plaintiffs sue Defendants in their individual and representative capacities to redress injuries sustained by them and their members. See id. On August 6, 2010, WellPoint Defendants filed a motion to dismiss pursuant to Federal Rules of Civil Procedure 12(b)(1) and 12(b)(6). That same day, UHG Defendants filed their own motion to dismiss, joining WellPoint Defendants’ motion to the extent that it relates to the claims against the UHG Defendants and offering some additional insight. See UHG Mot. 1:21-27. On August 31, 2010, Plaintiffs filed an opposition, followed by separate replies filed by the WellPoint Defendants and the UHG Defendants on September 20, 2010. II. Legal Standard Pursuant to Federal Rule of Civil Procedure 12(b)(6), a defendant may move to dismiss a cause of action if the plaintiff fails to state a claim upon which relief can be granted. In evaluating the sufficiency of a complaint under Rule 12(b)(6), the courts must be mindful that the Federal Rules of Civil Procedure require that the complaint contain “a short and plain statement of the claim showing that the pleader is entitled to relief.” Fed.R.Civ.P. 8(a)(2). Nevertheless, the U.S. Supreme Court has instructed that “a complaint that offers ‘labels and conclusions’ or ‘a formulaic recitation of the elements of a cause of action will not do.’ ” Ashcroft v. Iqbal, 556 U.S. 662, 129 S.Ct. 1937, 1949, 173 L.Ed.2d 868 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). In resolving a Rule 12(b)(6) motion, the Court must first accept as true all nonconclusory, factual allegations made in the complaint. See Leatherman v. Tarrant County Narcotics Intelligence & Coordination Unit, 507 U.S. 163, 164, 113 S.Ct. 1160, 122 L.Ed.2d 517 (1993). Based upon these allegations, the Court must draw all reasonable inferences in favor of the plaintiff. See Mohamed v. Jeppesen Dataplan, Inc., 579 F.3d 943, 949 (9th Cir.2009). After accepting as true all non-conclusory allegations and drawing all reasonable inferences in favor of the plaintiff, the Court must then determine whether the complaint alleges a plausible claim to relief. See Iqbal, 129 S.Ct. at 1950. In determining whether the alleged facts cross the threshold from the possible to the plausible, the Court is required “to draw on its judicial experience and common sense.” Id. “Rule 8 marks a notable and generous departure from the hyper-technical, code-pleading regime of a prior era, but it does not unlock the doors of discovery for a plaintiff armed with nothing more than conclusions.” Id. III. Discussion The Court first addresses the standing issues raised in WellPoint Defendant’s motion, followed by an evaluation of the individual claims asserted in the Second Consolidated Amended Complaint (“Complaint”). A. Plaintiffs’Standing Article III standing is a jurisdictional prerequisite to a federal court’s consideration of any claim. See Lujan v. Defenders of Wildlife, 504 U.S. 555, 560-61, 112 S.Ct. 2130, 119 L.Ed.2d 351 (1992). A plaintiff in federal court must show three things: (1) injury-in-fact; (2) causation, and (3) redressibility. Allen v. Wright, 468 U.S. 737, 750, 104 S.Ct. 3315, 82 L.Ed.2d 556 (1984). “For Article III purposes, an antitrust plaintiff establishes injury-in-fact when he has suffered an injury which bears a causal connection to the alleged antitrust violation.” Gerlinger v. Amazon.com Inc., 526 F.3d 1253, 1255 (9th Cir.2008). Defendants challenge (1) all Plaintiffs’ standing as it relates to “ONS benefit reductions,” (2) certain subscriber Plaintiffs’ standing generally, and (3) the Association Plaintiffs’ standing generally. See Mot. 49:6-53:14. The Court addresses each in the order they are raised. 1. Standing of Plaintiffs to Assert “ONS Benefit Reduction’’ Claims Plaintiffs Second Consolidated Amended Complaint includes claims based on ONS benefit reductions unrelated to the Ingenix database or UCRs. See SAC ¶¶ 16-17, 180-90. Specifically, they allege that ONS Benefits were allegedly reimbursed based on “extremely low and unrepresentative Medicare rates,” and “use of in-network provider fee schedules,” among others. Id. ¶ 16. Defendants argue that Plaintiffs have failed to “allege any facts to establish that they have standing to bring claims for ONS Benefit Reductions, and their allegations regarding ONS Benefit Reductions are conclusory assertions that are not entitled to a presumption of truth.” Mot. 49:22-25. The Court agrees. Plaintiffs have failed to identify which individuals were affected by the non-Ingenix ONS benefit reductions, and how each was injured. Conclusory statements about faulty reimbursements do not plausibly show that Plaintiffs’ have standing to complain about the ONS benefit reductions and the Court GRANTS Defendants’ motion to dismiss claims based on non-Ingenix ONS benefit reductions. See Iqbal, 129 S.Ct. at 1949 (“naked assertions devoid of further factual enhancement” cannot withstand a Rule 12(b)(6) motion). 2. Certain Subscriber Plaintiffs’ Standing Defendants next identify particular subscriber Plaintiffs and argue that they lack standing in whole or in part. See Mot. 50:4-51:25. Specifically, they suggest that Plaintiffs Seigle-Epstein and the Samsells lack standing to assert any claim, and that Plaintiff Cooper lacks standing to seek declaratory and injunctive relief. See Mot. 50:4-51:25. At the outset, the Court notes that this is a factual, rather than facial, attack on Plaintiffs’ standing. If a challenge to standing is based only on the insufficiency of the allegations in the complaint on their face, the challenge is said to be a facial attack. See Safe Air for Everyone v. Meyer, 373 F.3d 1035, 1039 (9th Cir.2004). If, on the other hand, a challenge to standing “disputes the truth of the allegations” purportedly conferring standing, the challenge is said to be a factual attack. See id. (citing Morrison v. Amway Corp., 323 F.3d 920 n. 5 (11th Cir.2003) (jurisdictional challenge was a factual attack where it “relied on extrinsic evidence and did not assert lack of subject matter jurisdiction solely on the basis of the pleadings”)). WellPoint Defendants’ attack of Seigle-Epstein, the Samsells, and Cooper’s standing is factual because they allege that under no set of facts could those Plaintiffs assert the claims in the Complaint. See Mot. 50:4-51:25. A district court is permitted to review evidence beyond the complaint when resolving a factual attack on jurisdiction. See Savage v. Glendale Union High Sch., 343 F.3d 1036, 1039 n. 2 (9th Cir.2003). “Once the moving party has converted the motion to dismiss into a factual motion by presenting affidavits or other evidence properly brought before the court, the party opposing the motion must furnish affidavits or other evidence necessary to satisfy its burden of establishing subject matter jurisdiction.” Id. The Ninth Circuit has cautioned, however, that “jurisdictional dismissals in cases premised on federal-question jurisdiction are exceptional, and must satisfy the requirements specified in Bell v. Hood, 327 U.S. 678, 66 S.Ct. 773, 90 L.Ed. 939 (1946).” Safe Air for Everyone, 373 F.3d at 1039. Bell warrants dismissal “where the alleged claim under the Constitution or federal statutes clearly appears to be immaterial and made solely for the purpose of obtaining federal jurisdiction or where such claim is wholly insubstantial and frivolous.” Bell, 327 U.S. at 682-83, 66 S.Ct. 773. In fact, where the “jurisdictional issue and substantive issues are so intertwined,” or stated somewhat differently, “when a statute provides the basis for both the subject matter jurisdiction of the federal court and the plaintiffs’ substantive claim for relief,” a factual attack “is proper only when, the allegations of the complaint are frivolous.” Safe Air for Everyone, 373 F.3d at 1039-40 (quoting Thornhill Publ’g Co. v. Gen. Tel. Co., 594 F.2d 730, 734 (9th Cir.1979)). If “the defendant’s challenge to the court’s jurisdiction is also a challenge to the existence of a federal cause of action, the proper course of action for the district court ... is to find that jurisdiction exists and deal with the objection as a direct attack on the merits of the plaintiffs case.” Id. at 1039 n. 3 (citations omitted). At this stage in the litigation, the Court does not dismiss Plaintiffs Seigle-Epstein, Cooper, and the Samsells’ claims for lack of standing. Plaintiffs’ allege that SeigleEpstein was insured by WellPoint Defendants and “received ... artificially depressed reimbursementfs] for ONS.” SAC ¶28; RICO Case Statement at 22-23. Moreover, those injuries were caused by Defendants’ unlawful conduct including breach of contract and an illegal agreement to depress UCRs paid to SeigleEpstein and others. See SAC ¶ 72-76. As a remedy, Seigle-Epstein seeks compensation for the difference in what she received as reimbursement and what she should have received if the UCRs were computed correctly. See SAC Prayer for Relief, I. Plaintiffs Cooper and the Samsells make similar allegations, see SAC ¶¶ 26-27, 339-40; RICO Case Statement at 20-21, 23-25, and seek similar relief. All have pleaded actual injuries (loss of money), caused by WellPoint Defendants, that can be remedied by the Court (compensation). Thus, Article III is satisfied on the face of the Complaint. That Article III is satisfied by the facial allegations in the Complaint is of no consequence to WellPoint Defendants’ “factual attack,” however. WellPoint Defendants submitted declarations from its employees challenging the factual basis of Plaintiffs’ complaint. See Dkt. ## 135-41. Notwithstanding the factual attack, it is clear from the Complaint that the merits of the claims are intertwined with the standing issues presented by Defendants. Simply stated, the federal claims asserted, including RICO and the Sherman Act, both provide for jurisdiction and the substantive claim itself. See Oregon Laborers-Employers Health & Welfare Trust Fund v. Philip Morris, Inc., 185 F.3d 957, 963 (9th Cir.1999) (“The requirements for standing to maintain a civil action under RICO and the antitrust laws are similar. Both provide a private right of action for damages only to those individuals injured in their business or property by reason of a violation of the law’s substantive provisions.” (internal citations omitted)). To the extent that WellPoint Defendants’ declarations contest the factual bases for standing other than the merits, the Court notes that Plaintiffs have not had an adequate opportunity to depose Defendants’ declarants and the claims in the Complaint are not clearly “frivolous” or “made solely for the purpose of obtaining federal jurisdiction.” See Mortensen v. First Federal Sav. & Loan Ass’n, 549 F.2d 884, 896 (3rd Cir.1977) (“because the facts are not fully developed, subject-matter jurisdiction under [the Sherman Act] cannot be conclusively determined at this stage of the proceedings.” (internal citations omitted)). Even if Plaintiffs had produced affidavits to counter Defendants’ affidavits, the Court would likely still not grant Defendants’ motion at this time. See A. Cherney Disposal Co. v. Chicago & Suburban Refuse Disposal Ass’n, 484 F.2d 751 (7th Cir.1973) (reversing a dismissal for lack of subject matter jurisdiction and stating that: “We hold that such a conclusion can better be determined after a thorough exploration of all evidence that either side can produce, rather than by a motion to dismiss, particularly when based on conflicting affidavits.”); see also Berardi, 920 F.2d at 200 (reversing a district court’s dismissal under 12(b)(1) because the “the record must clearly establish that after jurisdiction was challenged the plaintiff had an opportunity to present facts by affidavit or by deposition, or in an evidentiary hearing, in support of his jurisdictional contention.”). For these reasons, WellPoint Defendants’ motion to dismiss the claims of Seigle-Epstein, Cooper and the Samsells for lack of standing is DENIED. 3. Association Plaintiffs The Association Plaintiffs (the AMA, CMA, APMA, NPSC, CCA, and CPA) assert claims that are (1) direct to injuries they sustained as organizations and (2) derivative of the claims of their members. See SAC ¶ 171. WellPoint Defendants argue that the Association Plaintiffs lack standing to sue in either their individual or representative capacities. See Mot. 51:23-53:14. The Court finds that the Association Plaintiffs have standing. a. Individual Standing Defendants’ argument focuses on the nature of the injury allegedly suffered by the Association Plaintiffs, claiming that the Association Plaintiffs’ “abstract concern” with the issues underlying the complaint and their voluntary expenditures in response to these issues do not rise to a cognizable injury under Article III. The Court finds that the Association Plaintiffs have alleged sufficient injury to themselves as organizations. The Association Plaintiffs maintain that the alleged scheme has caused “the Association Plaintiffs to expend significant time, energy and money to, inter alia, counsel members on how to counteract the practices at issue, monitor the Insurer Conspirators’ practices, advocate on their members’ behalf, and/or lobby for legislative or other insurance reform.” SAC ¶ 169. They also allege that these costs would not have been incurred “but for” the Defendants’ scheme, see id., which suggests that the alleged activities were not wholly voluntary. WellPoint Defendants are right to observe that an abstract concern with issues facing an association’s membership is insufficient to confer individual standing upon that association. See Simon v. E. Ky. Welfare Rights Org., 426 U.S. 26, 96 S.Ct. 1917, 48 L.Ed.2d 450 (1976) (“Since they allege no injury to themselves as organizations, and indeed could not in the context of this suit, they can establish standing only as representatives of those of their members who have been injured in fact.”). However, the Association Plaintiffs have not alleged an abstract concern with ONS reimbursements; rather, they allegedly suffered a financial injury caused by the need to counsel their members in responding to the ONS reimbursements. See Havens Realty Corp. v. Coleman, 455 U.S. 363, 369, 102 S.Ct. 1114, 71 L.Ed.2d 214 (1982), (finding that an association adequately alleged an injury in fact where “the steering practices of [the defendant] had frustrated the organization’s counseling and referral services, with a consequent drain on resources”); In re Managed Care Litig., 298 F.Supp.2d 1259, 1306 (S.D.Fla.2003) (holding that medical associations suffered injury caused by “systematic practices regarding payments [that] directly affect[ed] medical associations who must deal with the fallout of such behavior.”). Such “general factual allegations of injury” are sufficient at this stage. See In re Managed Care Litig., 298 F.Supp.2d at 1306 (quoting Lujan v. Defenders of Wildlife, 504 U.S. 555, 560, 112 S.Ct. 2130, 119 L.Ed.2d 351 (1992)). Therefore, the Association Plaintiffs have standing to pursue their individual claims. b. Representative Standing The Association Plaintiffs also assert their claims on behalf of their members. An association may have representative standing if (1) its members would have standing to sue in their own right, (2) the interests that the association seeks to protect in the litigation are germane to the association’s organizational purpose, and (3) the claims and relief will not require the participation of the association’s individual members. See Hunt v. Wash. State Apple Adver. Comm’n, 432 U.S. 333, 343, 97 S.Ct. 2434, 53 L.Ed.2d 383 (1977). WellPoint Defendants focus on the third prong, arguing that the representative claims require participation of the individual members to show that they received “valid assignments of benefits, that available administrative remedies had been exhausted for each claim, and that [they] were entitled to additional payments for particular claims.” Mot. 53:1-6. In support of this argument, WellPoint Defendants cite to Am. Med. Ass’n v. United Healthcare Corp., No. CV 00-2800 LMM, 2007 WL 1771498 (S.D.N.Y. June 18, 2007) (“AMA IV”), where, on a motion for summary judgment, the court determined that the medical association plaintiffs lacked representative standing to pursue ERISA claims on behalf of their members because individual members were required to show that they exhausted their administrative remedies. See id. at *21. That same case, however, expressly held that the medical association plaintiffs could proceed on their non-ERISA claims on a representative basis. See id. at *22 n. 23. Moreover, that court, in an earlier opinion, allowed the medical association plaintiffs to proceed with its representation “insofar as it relates to claims for injunctive and declaratory relief only.” Am. Med. Ass’n v. United Healthcare Corp., No. CV 00-2800 LMM, 2002 WL 31413668, at *3 (S.D.N.Y. October 23, 2002) (“AMA II”). In this case, the Association Plaintiffs are pursuing prospective relief, see SAC 150:15-24, and they represent to the Court at this time that any particular proof of assignment and exhaustion will be provided after discovery, see Opp’n 59:25-28. Therefore, the Court does not dismiss the Association Plaintiffs’ claims on this ground. For these reasons, the Association Plaintiffs have standing to pursue their representative claims on behalf of their members. B. Antitrust Claims 1. Violation of Section 1 of the Sherman Act (Claim 1) Section 1 of the Sherman Act prohibits “[e]very contract, combination in the form of trust or otherwise, or conspiracy, in restraint of trade.” 15 U.S.C. § 1. Not every agreement that restrains competition violates the Sherman Act. See McDaniel v. Appraisal Inst., 117 F.3d 421, 422 (9th Cir.1997). Rather, the Sherman Act “prohibits conspiracies and agreements that unreasonably restrain trade.” Thurman Indus., Inc. v. Pay ‘N Pak Stores, Inc., 875 F.2d 1369, 1373 (9th Cir.1989). Claims under § 1 of the Sherman Act are evaluated under either a per se analysis or the rule of reason. See id. In this case, Plaintiffs allege that Defendants conspired to fix ONS reimbursement rates, and that the alleged conduct “constitutes both a per se and Rule of Reason claim' under the Sherman Act.” SAC ¶ 84. 2. Whether Plaintiffs State a Per Se Claim under the Sherman Act The Sherman Act prohibits some arrangements as a matter of law, and restraints that fall within certain narrow categories are deemed to be per se violations. See Leegin Creative Leather Prods., Inc. v. PSKS, Inc., 551 U.S. 877, 886, 127 S.Ct. 2705, 168 L.Ed.2d 623 (2007) (“The rule of reason does not govern all restraints. Some types ‘are deemed unlawful per se.’ The per se rule, treating categories of restraints as necessarily illegal, eliminates the need to study the reasonableness of an individual restraint in light of the real market forces at work.” (internal citations omitted)). In order to state a claim for a per se violation of the Sherman Act, Plaintiffs must allege sufficient facts that Defendants (1) entered into an agreement (2) to fix prices, rig bids, or divide a market. a. Allegations of an Agreement Plaintiffs must offer particular factual allegations that Defendants entered into an illegal agreement. See Twombly, 550 U.S. at 556, 127 S.Ct. 1955 (“In applying these general standards to a § 1 claim, we hold that stating such a claim requires a complaint with enough factual matter (taken as true) to suggest that an agreement was made. Asking for plausible grounds to infer an agreement does not impose a probability requirement at the pleading stage; it calls for enough fact to raise a reasonable expectation that discovery will reveal evidence of illegal agreement.”). In order to allege a conspiracy under § 1 of the Sherman Act, a plaintiff must provide the “specific time, place, or person[s]” involved in the alleged conspiracy. See id. at 565 n. 10, 127 S.Ct. 1955. Mere allegations of parallel conduct will not suffice. See id. In this case, Plaintiffs have not merely alleged that the WellPoint Defendants and other participating insurers engaged in parallel conduct — ie., that each participating insurer merely exchanged data with Ingenix and allegedly underpaid ONS reimbursements. More than just identifying WellPoint Defendants’ and other insurers possible motivations to use and manipulate the Ingenix database, Plaintiffs also provide dates, players, purposes, and effects. Plaintiffs generally allege a conspiracy to fix ONS reimbursements: “WellPoint reached an agreement with the Insurance Conspirators, who are direct competitors, including UnitedHealth via its alter ego Ingenix to determine maximum UCRs using primarily the Ingenix Database ... even while knowing that use of the database would result in artificially low reimbursements to Subscriber and Provider Class members.” SAC ¶ 85; see also id. ¶ 117 (“All of the [participating insurers] provide raw pricing data to Ingenix and receive UCR pricing data in return. Inge-nix uses the billing data provided by the Insurer Conspirators to create False UCR schedules, and those False UCR schedules are used by the Insurer Conspirators to determine how much to reimburse their members for ONS.”). Plaintiffs also allege that the PHCS was designed by HIAA members in 1973, and sold by the HIAA (including WellPoint) to Ingenix in 1998. See id. ¶¶ 105-10. Under the terms'of the sale, HIAA members (including WellPoint) served on an ongoing Ingenix PHCS Advisory Committee to provide input on what data Ingenix would gather and how that data would be used. See id. ¶ 111. HIAA members and Inge-nix also formed a “Liason Committee” to advise and evaluate Ingenix in its management of the Ingenix Database. See id. ¶ 112. Additionally, UHG became a member of the HIAA without having to pay any membership dues during the 10-year Cooperation Agreement. See id. ¶ 113. Ingenix entered into a Confidentiality Agreement to shield the identities of participating insurers who submit information to Ingenix, see id., and participating insurers promised not to provide any UCR data to competing data services, see id. ¶ 96. In addition to the post-1998 connection between participating insurers and Inge-nix, Plaintiffs allege that participating insurers have had “ample opportunities to communicate, and have communicated, among themselves about the conspiracy.” Id. ¶ 99. These communications allegedly occurred “routinely” at HIAA/AHIP conferences and board meetings. See id. While allegations of opportunities to conspire alone are insufficient to infer a conspiracy, see In re Citric Acid Litig., 191 F.3d 1090, 1103 (9th Cir.1999) (noting that allegations of meetings and telephone conversations between competitors was insufficient “to infer participation in the conspiracy from the opportunity to do so”), such opportunities “demonstrate[ ] how Defendants had opportunities to exchange information or make agreements,” In re Static Random Access Memory, 580 F.Supp.2d 896, 903 (N.D.Cal.2008). The allegations here amount to more than simple “opportunities to conspire,” as Plaintiffs further allege that participating insurers did not compete on ONS reimbursements even though they compete on many other plan provisions, including co-pay levels, deductibles, out-of-pocket máximums, number of covered visits, pre-existing condition coverage, drug benefits, and availability of mental health benefits. See SAC ¶ 101. The Court finds that all the alleged facts, taken as true, sufficiently allege the existence of a plausible conspiracy among Defendants and other participating insurers to use the Ingenix Database to coordinate maximum ONS reimbursements. The WellPoint Defendants argue that the Complaint fails to specifically identify how an “alleged rate suppression agreement was reached.” Mot. 7:24-26. However, no discovery has occurred in this case which would make Plaintiffs’ allegations less plausible. In cases of collusion and conspiracy, it is reasonable to expect that discovery will uncover specific answers to Plaintiffs’ fact-based allegations. Furthermore, WellPoint Defendants do not offer sufficient authority to conclude that Twombly actually requires concrete answers to each of these questions at the pleadings stage. In light of the Complaint’s specific allegations that the participating insurers were involved in the maintenance and design of the Ingenix Database and all maintained depressed levels of ONS reimbursements, Plaintiffs have alleged facts providing circumstantial evidence of a price fixing agreement. The Court observes that the Southern District of New York found that insurance subscribers and out-of-network providers adequately stated a § 1 claim against other participating insurers, UHG, and Inge-nix on the basis of substantially similar allegations: Plaintiffs easily satisfy the requisite pleading standard with respect to their allegation of conspiracy. In fact the FAC is replete with factual support— including specific times, places, and persons — for the conspiracies alleged.... [T]he FAC alleges that: “an association of health insurance companies created a database in 1973 that it expressly disclaimed for use in making UCR determinations”; in turn, “[t]hese health insurers including United Healthcare, use the database for making UCR determinations in direct violation of their contractual requirements to their respective subscribers to pay the lower of the actual charge or the usual and customary charge; the UCR rates are inaccurate and lower than the actual rate due to the use of flawed data; ‘supposedly competing health insurers, comprising the HIAA Group ... had representatives sitting on the HIAA committees overseeing the development ... of the PHCS database and made decisions to allow data suppliers to submit flawed and inadequate data”; and “in 1998 HIAA allowed a health insurer, United Healthcare, to acquire the PHCS database after it had already acquired the only other competing database.” Am. Med. Ass’n v. United Healthcare Corp., 588 F.Supp.2d 432, 446-47 (S.D.N.Y.2008) (internal citations omitted). While American Medical Association did not address the pleading requirements of a per se violation because the plaintiffs in that case did not defend their per se claims, see id. at 447 n. 6, Defendants do not offer any authority to suggest that the allegations of agreement are subject to more scrutiny in per se cases than in typical rule of reason cases. Therefore, the Court finds that Plaintiffs have sufficiently alleged that Defendants and other participating insurers entered into an agreement. b. Allegations of a Per Se Violation As a general matter, agreements to fix prices among competitors is one of the discrete categories of restraints reserved for per se treatment. See Leegin, 551 U.S. at 887, 127 S.Ct. 2705 (“Restraints that are per se unlawful include horizontal agreements among competitors to fix prices .... ” (citing Texaco Inc. v. Dagher, 547 U.S. 1, 126 S.Ct. 1276, 164 L.Ed.2d 1 (2006))). Horizontal price fixing is per se unlawful “regardless of whether the prices set are minimum or maximum,” Knevelbaard Dairies v. Kraft Foods, Inc., 232 F.3d 979, 988 (9th Cir.2000), and Plaintiffs in this case allege that Defendants and other participating insurers conspired to set maximum ONS reimbursements. That Plaintiffs allege that the Ingenix Database produced “modules” or uniform price schedules specifying a range of ONS reimbursements, see SAC ¶ 116, does not necessarily mean that participating insurers did not “fix” a maximum ONS reimbursement. Furthermore, WellPoint Defendants claim that UCR information is one factor used in calculating a particular ONS reimbursement, but Plaintiffs allege that participating insurers “adopted a standard formula for making UCR determinations, based on a database that is designed and intended to reduce reported charges artificially.” Id. ¶ 89. WellPoint Defendants claim that the alleged conspiracy is inappropriate for per se treatment because Plaintiffs fail to allege a horizontal agreement among competitors that “always or almost always” restrains competition. See Mot. 5:24-25 (citing Leegin, 551 U.S. at 877, 886, 127 S.Ct. 2705, 168 L.Ed.2d 623 (2007)). Even if the restraint alleged was ancillary to some pro-competitive venture, it would be inappropriate to dismiss the per se claim at this time. See Nat. Collegiate Athletic Ass’n v. Bd. of Regents of Univ. of Ok., 468 U.S. 85, 104 n. 26, 104 S.Ct. 2948, 82 L.Ed.2d 70 (1984), (“Indeed, there is often no bright line separating per se from Rule of Reason analysis. Per se rules may require considerable inquiry into market conditions before the evidence justifies a presumption of anticompetitive conduct.” (emphasis added)). While the question of whether a plaintiffs allegations “comprise a per se claim is normally a question of legal characterization that can often be resolved by the judge on a motion to dismiss or for summary judgment,” In re ATM Fee Antitrust Litig., 554 F.Supp.2d 1003, 1010 (N.D.Cal.2008), the Court declines to dismiss the per se claim at this time, especially considering Plaintiffs’ allegations that information was falsified by participating insurers providing information to Ingenix and by Ingenix in compiling the data. See SAC ¶¶ 122-24. In their papers, WellPoint Defendants try to characterize Plaintiffs’ allegations as something other than a price fix. At one point in the motion, WellPoint Defendants suggest that the alleged agreement between WellPoint and Ingenix to provide and purchase data is a vertical agreement. See Mot. 5:28. Vertical price fixing is not subject to per se analysis and must be evaluated according to the rule of reason. See Leegin, 551 U.S. 877, 127 S.Ct. 2705. While Plaintiffs do allege a vertical dimension to the conspiracy — the participating insurers’ agreement to purchase UCR data from Ingenix — the gravamen of the allegation is that the participating insurers conspired amongst themselves to fix ONS reimbursements (something that Ingenix was not in the business of paying because Ingenix is not an insurer). See SAC ¶85. (“WellPoint reached an agreement with the Insurance Conspirators, who are direct competitors, including UnitedHealth via its alter ego Ingenix to determine maximum UCRs using primarily the Ingenix Database.”). Moreover, WellPoint Defendant “cannot escape the per se rule [for certain horizontal restraints of trade] simply because their conspiracy depended upon the participation of a ‘middle-man;’ ” in this case, Ingenix. In re Ins. Brokerage Antitrust Litig., 618 F.3d 300, 337 (3d Cir.2010) (citing U.S. v. All Star Indus., 962 F.2d 465, 473 (5th Cir.1992)) (finding that a conspiracy between pipe distributor bidders that required coordination through a middle-man bid rigger was still a horizontal conspiracy subjected to the per se analysis). Indeed, Plaintiffs clearly allege that the agreement was an “unreasonable horizontal restraint on trade.” Id. ¶ 85 (emphasis added). Additionally, WellPoint Defendants claim that Plaintiffs’ allegations are nothing more than an agreement to exchange information, which can have significant pro-competitive effects in an industry. See Mot. 11:28-12:3. For example, Well-Point Defendants suggests that centralizing data collection for determining UCR rates can result in cost savings for participating insurers. See id. 12:12. As a general matter, agreements among competitors to exchange information are analyzed under the rule of reason because such exchanges can facilitate competition. See U.S. v. U.S. Gypsum Co., 438 U.S. 422, 443 n. 16, 98 S.Ct. 2864, 57 L.Ed.2d 854 (1978) (noting that an exchange of price information among competitors is not a “per se violation of the Sherman Act”). The Court, however, will not read into Plaintiffs’ allegations as WellPoint Defendants suggest. For these reasons, the Court DENIES Defendants’ motion to dismiss Plaintiffs § 1 of the Sherman Act claim for faililre to state a per se violation. 3. Whether Plaintiffs State a Sherman Act Claim Under the Rule of Reason In addition to their per se allegations, Plaintiffs state a Sherman Act claim against Defendants under the rule of reason. In order to state a rule of reason claim, a plaintiff must demonstrate the following three elements: “(1) the persons or entities to the agreement intend to harm or restrain competition; (2) an actual injury to competition occurs; and (3) the restraint is unreasonable as determined by balancing the restraint and any justifications or pro-competitive effects of the restraint.” Cal. Dental Ass’n v. FTC, 224 F.3d 942, 947 (9th Cir.2000) (quoting Am. Ad Mgmt. v. GTE Corp., 92 F.3d 781, 789 (9th Cir.1996)). As discussed with respect to Plaintiffs’ per se claim, the Complaint adequately alleges that Defendants and other participating insurers conspired to set maximum ONS reimbursements by using the Ingenix Database. More is required, however, under the rule of reason. In stating a rule of reason claim, a plaintiff must identify a “relevant market,” see Tanaka v. University of So. Cal., 252 F.3d 1059, 1063 (9th Cir.2001), which must be defined in terms of both product and geography, see Newcal Indus., Inc. v. Ikon Office Solution, 513 F.3d 1038, 1045 n. 4 (9th Cir.2008) (“Antitrust law requires allegation of both a product market and a geographic market.”). In addition to identifying a relevant market, a plaintiff must allege that the defendant has “market power” within that market — otherwise the defendant’s restraint on trade would not have a substantial anticompetitive effect. See Newcal, 513 F.3d at 1044. As the Ninth Circuit has observed, “[t]here is no requirement that these [relevant market and market power] elements of the antitrust claim be pled with specificity.” Id. (citing Cost Mgmt. Servs., Inc. v. Wash. Nat. Gas Co., 99 F.3d 937, 950 (9th Cir.1996)); In re Webkinz Antitrust Litig., 695 F.Supp.2d 987, 993 (N.D.Cal.2010). In this case, Plaintiffs allege that the conspiracy to fix maximum ONS reimbursements occurred in the following “linked” markets: The relevant product market is the market for data used to calculate UCRs for reimbursements of claims by health insurance beneficiaries for out-of-network, non-negotiated medical services (the “Data Market”). The Data Market is directly and inextricably linked to the market for ONS (the “Linked ONS Market”) in that the Data Market constitutes the primary input to the Linked ONS Market, and the Insurer Conspirators use the Data Market to control and depress amounts reimbursed in the Linked ONS Market. SAC ¶ 90. Furthermore, Plaintiffs allege that the “relevant geographic market is the United States.” Id. ¶ 91. In their motion, WellPoint Defendants argue that Plaintiffs fail to adequately identify a “relevant market” and that the market allegations lack factual support. See Mot. 13:12-15:14. The Court disagrees. First, Defendants claim that Plaintiff must have been injured in the relevant market, and cite McGlinchy v. Shell Chemical Co., 845 F.2d 802 (9th Cir.1988) to support this contention. Defendants, however, misread that case because the McGlinchy plaintiff failed to allege an injury to the market, rather than a mere injury to himself. See id. at 812 (“Thus appellants fail to state an antitrust claim based on defendants’ conduct with respect to PB and PB-related products. It is injury to the market or to competition in general, not merely injury to individuals or individual firms that is significant.”). Therefore, McGlinchy concerned the requirement of antitrust injury, and Defendants argument appears to be directed at Plaintiffs’ standing, though standing to assert the Sherman Act claims is not raised in the papers. WellPoint Defendants fail to offer any authority on point to conclude that the relevant market must be the plaintiff’s market and the alleged injury to Plaintiffs was precisely the intended consequence of Defendants’ conspiracy. See Blue Shield of Va. v. McCready, 457 U.S. 465, 479, 102 S.Ct. 2540, 73 L.Ed.2d 149 (1982) (stating “[w]here the injury alleged is so integral an aspect of the conspiracy alleged, there can be no question but that the loss was precisely the type of loss that the claimed violations ... would be likely to cause”) (internal citations omitted). Second, Defendants claim that Plaintiffs fail to make out the alleged “link” between the Data Market and the Linked ONS Market. While detailed factual allegations are not required in defining the market, see Newcal, 513 F.3d at 1045, Plaintiffs extrapolate on how the alleged conspiracy in the Data Market affects their rates of ONS reimbursement in the ONS Market. See SAC ¶¶ 92-98. Plaintiffs allege that WellPoint Defendants and other participating insurers used the Ingenix Database to coordinate depressed UCR rates for ONS reimbursements, and thus “although the Plaintiffs and Classes were not competitors of the Insurer Conspirators in the Data Market when the False UCRs were set by WellPoint and the Conspirators, the injury they suffered was inextricably linked with the competitive harm arising from the Insurer Conspirators’ agreement to use False UCRs to depress and set a ceiling for ONS reimbursements.” Id. ¶ 92. Plaintiffs were required to pay out-of-pocket to cover the difference between the actual cost and the ONS reimbursement. Finally, the Court also notes that Well-Point Defendants do not dispute Plaintiffs’ allegations of market power. Ingenix is alleged to dominate the Data Market as it has the “majority of major health insurers” contributing data to the Ingenix Database, see id. ¶ 95, including the three largest health insurers in the country, see id. ¶¶ 54, 57, 63. UHG claims that Ingenix’s market domination was not a result of any unlawful conspiracy because its market domination was “the result of (a) Ingenix acquiring and combining various competing provider charge databases and (b) natural barriers to entry into the Data Market. UHG Mot. 5:24-28. The cause of Ingenix’s dominance of the Data Market, however, is irrelevant to Plaintiffs’ allegation that it dominates that market and that the alleged conspiracy harmed competition in that market and Plaintiffs’ ONS reimbursements. For these reasons, the Court DENIES Defendants’ motion to dismiss Plaintiffs’ rule of reason claim. 4. Whether Plaintiffs’ Sherman Act Claim is Barred by the McCarran-Ferguson Act The McCarran-Ferguson Act exempts from federal antitrust laws all conduct that (1) is part of the “business of insurance,” (2) is regulated by state law, and (3) is not a “boycott, coercion, or intimidation.” 15 U.S.C. §§ 1011-15; Group Life & Health Ins. Co. v. Royal Drug Co., 440 U.S. 205, 207 n. 1, 99 S.Ct. 1067, 59 L.Ed.2d 261 (1979) (quoting the text of the McCarran-Ferguson Act). WellPoint Defendants claim that Plaintiffs allegations satisfy each of these elements. See Mot. 12:12-15:2. The Court disagrees. In order to constitute part of the “business of insurance,” the practice must (1) have the effect of transferring or spreading a policyholder’s risk, (2) be “an integral part of the policy relationship between the insurer and the insured,” and (3) be limited to entities within the insurance industry. Royal Drug, 440 U.S. at 210, 99 S.Ct. 1067. The Supreme Court instructs that the McCarran-Ferguson exemption was focused on the relationship between the insurer and its agents and the insured. See id. at 215-16, 99 S.Ct. 1067. Moreover, the statute “exempts the ‘business of insurance’ and not the ‘business of insurance companies.’ ” Union Lab. Life Ins. Co. v. Pireno, 458 U.S. 119, 129, 102 S.Ct. 3002, 73 L.Ed.2d 647 (1982) (citation omitted). Finally, exemptions from antitrust laws under the McCarran-Ferguson Act are to be narrowly construed. Id. at 126, 102 S.Ct. 3002. This case bears many similarities to the facts in Pireno, and for many of the same reasons, WellPoint Defendants’ use and manipulation of the Ingenix database is not part of the “business of insurance.” In Pireno, a chiropractor challenged an insurance company’s practice of using a peer review committee to determine whether claims submitted were both reasonable and necessary. See Pireno, 458 U.S. at 122-23, 102 S.Ct. 3002. The Court evaluated the practice under the three-prong Royal Drug test and held that the referral practice did not transfer risk, but only reduced costs. More specifically, the Court stated that the practice was “logically and temporally unconnected to the transfer of risk accomplished by [the] insurance policies.” Id. at 130, 102 S.Ct. 3002. The Court agreed with the Second Circuit’s determination that the committee determined “only ... whether the insured’s loss falls within the policy limits”— that is, not whether risk of loss was transferred, but only the extent to which it was transferred. Id. The Court also held that the insurer’s practice of using the peer review committee was neither integral to the relationship between the insurer and the insured, nor limited to entities within the insurance industry. See id. at 129-33, 102 S.Ct. 3002. It was not integral because it was a “separate arrangement between the insurer and third parties not engaged in the business of insurance,” and because the arrangement was “obviously distinct from [the insurance company’s] contracts with its policyholders.” Id. at 131,102 S.Ct. 3002. The Court reached its conclusion by analogizing the facts in Pireno to the facts in Royal Drug, where an arrangement between an insurance company and a pharmacy about drug pricing was said to be a “separate contractual arrangement ]” with a company “engaged in the sale and distribution of goods and services other than insurance.” Id. (citing Royal Drug, 440 U.S. at 216, 99 S.Ct. 1067). Plainly, Defendants’ use of the Ingenix database does not involve the spreading or underwriting of risk. Like in Pireno, the Ingenix database determines whether and to what extent the “insured’s loss falls within 'the policy limits.” See id. at 130, 102 S.Ct. 3002. Defendants cannot, and do not, argue that acquiring cost data from the Ingenix database and using it to determine a reasonable reimbursement transfers risk from the insured to the insurer as contemplated by the McCarran-Ferguson Act and Pireno. It is doubtless the case that each reimbursement determination varies the amount of risk incurred by the insurance companies, but it is clear that reduction in costs alone is not sufficient for a practice to fall within the “business of insurance.” See id. Defendants’ use of an outside tool to determine the reasonableness of charges incurred was insufficient to fall within the “business of insurance” in Pireno and is insufficient to fall within the “business of insurance” here. Defendants’ only argument that the use of Ingenix falls within the business of insurance stems from the Supreme Court’s decision in U.S. Dep’t of Treasury v. Fabe, which states that “[t]here can be no- doubt that the actual performance of an insurance contract falls within the business of insurance.” Fabe, 508 U.S. 491, 503, 113 S.Ct. 2202, 124 L.Ed.2d 449 (1993). Defendants’ reliance on Fabe overlooks the fact that the Supreme Court expressly squared Fabe with Royal Drug and Pireno, and involved critically different facts. In Fabe, the question was whether a state law allowing insureds to make claims against bankrupt insurance companies regulated the “business of insurance,” not whether a particular practice of an insurance company was part of the “business of insurance.” Id. at 493-94, 113 S.Ct. 2202. If the state law did regulate the business of insurance, then policy holders would have priority over claims against the bankrupt company by others, i.e. the policy holders’ contracts would remain enforceable. Id. The distinction between that case and the present facts cannot be overstated. It is a business practice at issue, not a law, and it is the determination of the reasonableness of claim amounts at issue, not the enforceability of a contract as a whole. Defendants’ arguments are without merit, and because the use of data from the Ingenix database is not part of the “business of insurance,” Plaintiffs’ Sherman Act claims are not barred by the McCarran-Ferguson Act. C. RICO Claims Plaintiffs also allege that WellPoint Defendants’ conduct violates sections 1962(c) and 1962(d) of RICO. See 18 U.S.C. § 1962(c)-(d). WellPoint Defendants insist that Plaintiffs insufficiently pleaded their RICO claims and that they should be dismissed. See Mot. 17:23. 1. Participation in a RICO Enterprise — 18 U.S.C. § 1962(c) Section 1962(c) of the Racketeer Influenced and Corrupt Organizations Act (“RICO”) states that: “It shall be unlawful for any person employed by or associated with any enterprise engaged in, or the activities of which affect, interstate or foreign commerce, to conduct or participate, directly or indirectly, in the conduct of such enterprise’s affairs through a pattern of racketeering activity or collection of unlawful debt.” 18 U.S.C. § 1962(c). For a plaintiff to state a claim under § 1962(c), he or she must allege “(1) conduct (2) of an enterprise (3) through a pattern (4) of racketeering activity.” Sedima, S.P.R.L. v. Imrex Co., 473 U.S. 479, 496, 105 S.Ct. 3275, 87 L.Ed.2d 346 (1985); Walter v. Drayson, 538 F.3d 1244, 1247 (9th Cir.2008). “RICO is to be read broadly” and “liberally construed to effectuate its remedial purposes.” Sedima, 473 U.S. at 497-98, 105 S.Ct. 3275; Odom v. Microsoft Corp., 486 F.3d 541, 547 (9th Cir.2007). WellPoint Defendants’ attack each of the RICO elements except the “pattern” requirement. a. Associated-in-Fact Enterprise RICO defines “enterprise” in a fairly pedestrian manner: “any individual, partnership, corporation, association, or other legal entity, and any union or group of individuals associated in fact although not a legal entity.” 18 U.S.C. § 1961(4). This seemingly innocuous definition, however, has commanded much attention, particularly with respect to the meaning of “a group of individuals associated in fact.” See Odom, 486 F.3d at 548. The Supreme Court stepped in early and defined an associated-in-fact enterprise as “an ongoing organization” whose “various associates function as a continuing unit.” United States v. Turkette, 452 U.S. 576, 583, 101 S.Ct. 2524, 69 L.Ed.2d 246 (1981). Though this is not a stringent standard, an associated-in-fact enterprise “must have three structural features: (1) a purpose, (2) relationships among those associated with the enterprise, and (3) longevity sufficient to permit these associates to pursue the enterprise’s purpose.” Boyle v. United States, 556 U.S. 938, 129 S.Ct. 2237, 2244-45, 173 L.Ed.2d 1265 (2009). An enterprise is not wholly defined by its system of governance or one particular structure. In fact, liability is “not limited to those with a formal position in the enterprise,” but “some part in directing the enterprise’s affairs is required.” Reves v. Ernst & Young, 507 U.S. 170, 179, 113 S.Ct. 1163, 122 L.Ed.2d 525 (1993). Direction need not come down through a “hierarchical structure or a ‘chain of command’; decisions may be made on an ad hoc basis and by any number of methods — by majority vote, consensus, a show of strength, etc.” Boyle, 129 S.Ct. at 2245. Moreover, “[mjembers ■ of the group need not have fixed roles; different members may perform different roles at different times.” Id. And “[t]he group need not have a name, regular meetings, dues, established rules and regulations, disciplinary procedures, or induction or initiation ceremonies.” Id. Finally, “[wjhile the group must function as a continuing unit and remain in existence long enough to pursue a course of conduct, nothing in RICO exempts an enterprise whose associates engage in spurts of activity punctuated by quiescence.” Id. i. Common Purpose First, an associated-in-fact must have a common purpose. Plaintiffs allege that Defendants “agreed to utilize the flawed Ingenix Database for their UCR determinations in an effort to depress the prices paid for ONS by the conspiring healthcare companies.” -SAC ¶ 289; see also RICO Case Stmt, at 120-24. In other words, Defendants controlled and manipulated the Ingenix database in order to pay less to providers and subscribers. Well-Point Defendants’ posit that this is ordinary business outside the reach of RICO, but provide no additional argument as to why manipulating the UCR database is an ordinary business practice. See Mot. 19:8— 17. To the contrary, Plaintiffs’ submit the following allegations, which, if true, establish a common purpose: “the Insurer Conspirators regularly and intentionally excluded certain data points representing higher charges before submitting their data to Ingenix, with the intention and consequence of depressing the resulting UCRs and thus enabling them to under-reimburse for ONS;” and that Ingenix “aggregate[d] and manipulate^ the data and