                 FOR PUBLICATION

  UNITED STATES COURT OF APPEALS
       FOR THE NINTH CIRCUIT


JERRY BEEMAN AND PHARMACY                 No. 07-56692
SERVICES, INC., doing business as
Beemans Pharmacy; ANTHONY                   D.C. No.
HUTCHINSON AND ROCIDA INC.,               CV-04-00407-
doing business as Finleys Rexall             VAP
Drug; CHARLES MILLER, doing
business as Yucaipai Valley
Pharmacy; JIM MORISOLI AND
AMERICAN SURGICAL PHARMACY
INC., doing business as American
Surgical Pharmacy; BILL PEARSON
AND PEARSON AND HOUSE, doing
business as Pearson Medical Group
Pharmacy; on behalf of themselves
and all others similarly situated and
on behalf of the general public
                  Plaintiffs-Appellees,

                  v.

ANTHEM PRESCRIPTION
MANAGEMENT, LLC; ARGUS
HEALTH SYSTEMS, INC.; BENESCRIPT
SERVICES, INC.; FFI RX MANAGED
CARE; FIRST HEALTH SERVICES
CORPORATION; MANAGED
PHARMACY BENEFITS, INC., formerly
known as Cardinal Health MPB Inc.;
NATIONAL MEDICAL HEALTH CARD
2          BEEMAN V. ANTHEM PRESCRIPTION

SYSTEMS, INC.; PHARMACARE
MANAGEMENT SERVICES, INC.;
PRIME THERAPEUTICS; RESTAT
CORPORATION; RX SOLUTIONS, INC.;
TMESYS, INC.; WHP HEALTH
INITIATIVES, INC.; MEDE AMERICA
CORP.,
              Defendants-Appellants.



JERRY BEEMAN AND PHARMACY                 No. 07-56693
SERVICES, INC., doing business as
Beemans Pharmacy; ANTHONY                   D.C. No.
HUTCHINSON AND ROCIDA INC.,               CV-02-01327-
doing business as Finleys Rexall             VAP
Drug; CHARLES MILLER, doing
business as Yucaipai Valley
Pharmacy; JIM MORISOLI AND
AMERICAN SURGICAL PHARMACY                  ORDER
INC., doing business as American
Surgical Pharmacy; BILL PEARSON
AND PEARSON AND HOUSE, doing
business as Pearson Medical Group
Pharmacy; on behalf of themselves
and all others similarly situated and
on behalf of the general public,
                  Plaintiffs-Appellees,

                  v.

TDI MANAGED CARE SERVICES,
INC., doing business as ECKERD
HEALTH SERVICES; MEDCO
           BEEMAN V. ANTHEM PRESCRIPTION              3

HEALTH SOLUTIONS, INC.; EXPRESS
SCRIPTS, INC.; ADVANCE PCS,
Advance PCS Health, L.P.; RX
SOLUTIONS, INC.,
              Defendants-Appellants.


                 Filed January 29, 2014

  Before: Alex Kozinski, Chief Judge, Harry Pregerson,
Diarmuid F. O’Scannlain, Sidney R. Thomas, Kim McLane
Wardlaw, William A. Fletcher, Ronald M. Gould, Marsha
 S. Berzon, Johnnie B. Rawlinson, Richard R. Clifton and
             N. Randy Smith, Circuit Judges.


                       ORDER

   The case is remanded to the three-judge panel for
consideration in light of the California Supreme Court’s
opinion in Beeman v. Anthem Prescription Management,
LLC, No. S203124 (Cal. Dec. 19, 2013). The prior panel
opinion, 652 F.3d 1085 (9th Cir. 2011), is vacated.
