No. 24-1019 ___________________________

Association for Accessible Medicines

Plaintiff - Appellee

v.

Keith M. Ellison, in his official capacity as Attorney General of the State of Minnesota

Defendant - Appellant ____________

Appeal from United States District Court for the District of Minnesota ____________

Submitted: October 23, 2024 Filed: June 12, 2025 ____________ Before COLLOTON, Chief Judge, GRUENDER and KOBES, Circuit Judges. ____________ KOBES, Circuit Judge.

The Association for Accessible Medicines (AAM) is a trade organization whose members include generic prescription drug manufacturers. AAM sued Minnesota Attorney General Keith M. Ellison, challenging the state’s law regulating drug prices, Minn. Stat. § 62J.842 (the Act). The district court 1 granted AAM’s motion for a preliminary injunction, finding that the Act likely violated the dormant Commerce Clause. We affirm.

I.

Drug manufacturers sell prescription drugs to nationwide wholesale distributors, who then resell to pharmacies, healthcare facilities, and other dispensers of prescription drugs. Generic drug manufacturers sell drugs in bulk to wholesale distributors under long-term, nationwide contracts. While manufacturers don’t control the prices at which wholesalers or retailers sell their products or where they are eventually sold, manufacturers impact prices downstream by setting the wholesale acquisition cost. The wholesale acquisition cost is the baseline price wholesale distributors and retailers use to set their prices.

None of the AAM manufacturers are Minnesota entities. Nor are the three largest wholesalers. But AAM’s members are licensed in Minnesota because all manufacturers and wholesalers in the supply chain must be licensed in the state for a drug to be distributed or sold there. Minn. Stat. § 151.252, subd. 1(g); Minn. Stat. § 151.47, subd. 1a(f); Minn. R. 6800.1400, subp. 3.

The Act prohibits manufacturers from “impos[ing], or caus[ing] to be imposed, an excessive price increase . . . on the sale of any generic or off‐patent drug sold, dispensed, or delivered to any consumer in the state.” Minn. Stat. § 62J.842 subd. 1. An “excessive price increase” is defined as a price increase that exceeds a certain percentage over the wholesale acquisition cost or that exceeds $30 for a 30- day supply of the drug. Id., subd. 2. The Act regulates only manufacturers, not wholesale distributors or pharmacies. See id., subd. 3.

1 The Honorable Judge Patrick J. Schiltz, Chief Judge, United States District Court for the District of Minnesota. -2- AAM sought injunctive relief claiming, among other things, that the Act violates the dormant Commerce Clause’s prohibition on state laws that regulate extraterritorially. In granting the preliminary injunction, the district court concluded that AAM was likely to succeed on the merits of its claim, that AAM’s members faced a threat of irreparable harm, and that it was a wash whether AAM’s harm was greater than any injury suffered by granting the injunction or whether the injunction would serve the public interest. Minnesota only appeals the likelihood of success on the merits and the balance of harms/public interest.

II.

“We review a district court’s ultimate ruling on a preliminary injunction for abuse of discretion, though we review its underlying legal conclusions de novo.” Home Instead,