התמלול המלא של Barry & Honey Sherman (Part Two: Close Enough)

Close enough. Welcome back to Unresolved. I'm your host, Michael Whelan. 67 00:05:19.800 --> 00:05:22.740 This is part two of our five-part series on the 68 00:05:22.779 --> 00:05:25.319 deaths of Barry and Honey Sherman, so if you have 69 00:05:25.379 --> 00:05:28.339 not yet listened to part one, I would recommend starting there. 70 00:05:28.920 --> 00:05:31.379 In it, we followed the discovery of the couple beside 71 00:05:31.399 --> 00:05:35.769 their indoor pool in December of 2017, the anonymous police 72 00:05:35.790 --> 00:05:38.810 sources who told the world that it was a murder-suicide, 73 00:05:39.230 --> 00:05:41.509 and the four children who hired one of the country's 74 00:05:41.589 --> 00:05:45.040 top criminal lawyers to prove it wasn't. We'll return to 75 00:05:45.079 --> 00:05:48.319 that investigation in part four, for the most part. Over 76 00:05:48.360 --> 00:05:50.920 the next two episodes, we're going back to the beginning 77 00:05:50.959 --> 00:05:53.790 to tell you who Barry and Honey Sherman actually were. 78 00:05:54.350 --> 00:05:56.490 Because the more that I learned about this case, the 79 00:05:56.589 --> 00:05:59.410 clearer it became that you can't actually make sense of 80 00:05:59.509 --> 00:06:02.050 what happened in that pool room without knowing the two 81 00:06:02.089 --> 00:06:04.410 people in it. One of our guides is going to 82 00:06:04.430 --> 00:06:08.569 be Barry's own unfinished memoir, which is blunt and kind 83 00:06:08.620 --> 00:06:11.660 of funny, and also arrogant. Sometimes all of that in 84 00:06:11.680 --> 00:06:15.329 the same sentence. Though... It is worth mentioning that it's 85 00:06:15.379 --> 00:06:17.879 just one man's version of his own life, and not 86 00:06:17.920 --> 00:06:20.939 everyone agrees with it. We'll also be drawing on Kevin 87 00:06:20.959 --> 00:06:24.860 Donovan's 2019 book, The Billionaire Murders, as well as some 88 00:06:24.920 --> 00:06:28.360 court records and police affidavits. Before we get going though, 89 00:06:28.379 --> 00:06:33.160 a quick thank you. Unresolved is a completely independent show, 90 00:06:33.459 --> 00:06:35.600 and it's made possible by the people who support it 91 00:06:35.779 --> 00:06:38.480 over on Patreon. If you would like to join them, 92 00:06:38.800 --> 00:06:43.120 head over to patreon.com slash unresolvedpod, where you can find 93 00:06:43.240 --> 00:06:47.899 bonus episodes, exclusive podcasts, and even producer credits. And if 94 00:06:47.939 --> 00:06:50.579 supporting the show financially isn't in the cards right now, 95 00:06:50.810 --> 00:06:53.490 that is completely fine. One of the best things you 96 00:06:53.529 --> 00:06:55.850 can do is leave this show a nice rating and 97 00:06:55.889 --> 00:07:00.110 review on Spotify or Apple Podcasts. Preferably something with five 98 00:07:00.129 --> 00:07:03.800 stars and kind words. It takes about 30 seconds, and 99 00:07:03.860 --> 00:07:06.920 it genuinely helps new listeners

find the show. Now though, 100 00:07:06.959 --> 00:07:10.120 without any further ado, let's go back to the beginning. 101 00:07:31.589 --> 00:07:36.480 Bernard Charles Sherman was born in Toronto on February 25th, 1942, 102 00:07:36.480 --> 00:07:40.879 to Herbert and Sarah Sherman. Both of his parents had 103 00:07:40.920 --> 00:07:46.220 been born in Toronto, Herbert in 1906 and Sarah in 1910. 104 00:07:46.220 --> 00:07:48.709 Their own parents had arrived in Canada at around the 105 00:07:48.769 --> 00:07:52.750 turn of the century, fleeing anti-Semitic pogroms in Eastern Europe. 106 00:07:53.230 --> 00:07:57.540 Herbert's family was from Russia, and Sarah's from Poland. Herbert 107 00:07:57.680 --> 00:08:00.839 was the president and senior partner of a small zipper 108 00:08:00.879 --> 00:08:05.860 manufacturer in downtown Toronto called the American Trimming Company. Sarah, 109 00:08:05.899 --> 00:08:09.500 before she married, had worked as an occupational therapist. Her 110 00:08:09.540 --> 00:08:12.120 maiden name was Winter, and that name is going to 111 00:08:12.160 --> 00:08:16.399 come up again. Bernard had one older sister, Sandra, 18 112 00:08:16.399 --> 00:08:20.230 months his senior, who everyone called Sandy. His legal name 113 00:08:20.290 --> 00:08:23.050 was Bernard, but as he later explained it, he was 114 00:08:23.129 --> 00:08:27.180 always called Barry. His mother preferred Barry, though she thought 115 00:08:27.240 --> 00:08:30.639 Bernard sounded more distinguished, and would serve him better as 116 00:08:30.720 --> 00:08:33.799 a legal name later in life. The family lived in 117 00:08:33.840 --> 00:08:37.610 a modest home in Forest Hill, a leafy, winding neighborhood 118 00:08:37.809 --> 00:08:41.309 north of downtown Toronto, that in the 1940s and 50s 119 00:08:41.350 --> 00:08:44.509 was home to a lot of upwardly mobile Jewish families. 120 00:08:45.250 --> 00:08:48.659 It was a pretty comfortable life. By Barry's own account, 121 00:08:48.860 --> 00:08:52.879 it wasn't an especially interesting one. Decades later, in his 122 00:08:53.019 --> 00:08:56.120 unfinished memoir that he titled A Legacy of Thoughts, he 123 00:08:56.159 --> 00:09:00.620 wrote that his first ten years were unremarkable. That line, 124 00:09:00.659 --> 00:09:03.570 and much of what follows about Barry's early life, comes 125 00:09:03.649 --> 00:09:06.210 from the memoir that the detectives found pieces of in 126 00:09:06.250 --> 00:09:09.429 his office. And lines like that kind of do make 127 00:09:09.450 --> 00:09:13.269 me chuckle. But there's one story from those unremarkable years 128 00:09:13.370 --> 00:09:17.320 that Barry clearly never forgot. When Barry was ten, his 129 00:09:17.379 --> 00:09:20.240 father brought him to work one Saturday morning. The boy 130 00:09:20.360 --> 00:09:22.590 asked what he could do to help while his father 131 00:09:22.649 --> 00:09:25.250 worked in his office. So Herbert sat him down at 132 00:09:25.289 -->

00:09:27.470 a table with a pile of zippers and told him 133 00:09:27.529 --> 00:09:32.789 to count them into boxes of 20. Barry later wrote, 134 00:09:33.360 --> 00:09:36.000 When his father came back, he seemed surprised by how 135 00:09:36.039 --> 00:09:39.440 many boxes the boy had filled. Apparently more than any 136 00:09:39.480 --> 00:09:41.419 of his paid staff could have done in the same 137 00:09:41.460 --> 00:09:44.309 amount of time. Then Herbert picked a few boxes at 138 00:09:44.370 --> 00:09:47.779 random and checked the counts. Barry wrote, I was extremely 139 00:09:47.840 --> 00:09:50.639 offended that he doubted that my counts would be accurate. 140 00:09:51.679 --> 00:09:54.929 That's one of the only clear memories that Barry had 141 00:09:54.950 --> 00:09:58.549 of his father, because just a few weeks later, on Monday, 142 00:09:58.629 --> 00:10:03.399 November 17th, 1916, Herbert Sherman went to work and never 143 00:10:03.440 --> 00:10:06.100 came home. He had a massive heart attack at his 144 00:10:06.179 --> 00:10:09.960 office and died instantly. The family learned afterward that he 145 00:10:09.980 --> 00:10:12.779 had had a congenital heart defect and had never told 146 00:10:12.830 --> 00:10:15.940 his wife. Perhaps, as his son later guessed, because he 147 00:10:15.980 --> 00:10:18.559 did not believe the prognosis and did not want to 148 00:10:18.679 --> 00:10:24.789 burden her with worry. His son's verdict, written 44 years later, was, obviously, 149 00:10:24.889 --> 00:10:27.710 he should have told her. He was quick to add 150 00:10:27.750 --> 00:10:29.950 a line later that he was sure his father was 151 00:10:29.990 --> 00:10:34.659 a loving parent, as was my mother. Herbert Sherman's share 152 00:10:34.740 --> 00:10:37.779 of the zipper business sold for very little, so Sarah 153 00:10:37.799 --> 00:10:40.639 Sherman went back to work as an occupational therapist to 154 00:10:40.679 --> 00:10:43.830 support her two children. and she began renting out rooms 155 00:10:43.879 --> 00:10:47.889 in the house to boarders. One upstairs, one downstairs. The 156 00:10:47.929 --> 00:10:51.389 family's summer cottage near Barry, north of the city, was 157 00:10:51.450 --> 00:10:54.970 sold the following spring, and from then on, Barry was 158 00:10:55.009 --> 00:10:57.759 sent off to summer camp every year. He hated it. 159 00:10:58.309 --> 00:11:03.049 He wrote, I felt imprisoned rather than on vacation. Barry 160 00:11:03.110 --> 00:11:05.590 did not think that his father's death affected him much. 161 00:11:06.210 --> 00:11:08.879 He wrote that he did not recall feeling any great 162 00:11:08.980 --> 00:11:12.259 sense of loss. and that's about his father dying when 163 00:11:12.279 --> 00:11:14.659 he was 10 years old. But a few weeks after 164 00:11:14.700 --> 00:11:18.179 the funeral, a teacher was scolding him for daydreaming in class, 165 00:11:18.620 --> 00:11:21.379 and his homeroom teacher happened to walk in and

defended him, 166 00:11:21.659 --> 00:11:24.919 explaining that he had suffered a recent family tragedy. The 167 00:11:24.960 --> 00:11:28.750 boy was surprised that the teacher even knew, and later 168 00:11:28.799 --> 00:11:31.669 in life, looking back, he allowed himself a rare moment 169 00:11:31.710 --> 00:11:36.500 of self-analysis. A psychologist, he wrote, would likely suggest that 170 00:11:36.519 --> 00:11:39.490 the drive to achieve what I later exhibited was caused, 171 00:11:39.730 --> 00:11:45.450 at least in part, by a resulting insecurity. At school, 172 00:11:45.870 --> 00:11:49.370 Barry had nicknames. And when he was nine, the year 173 00:11:49.409 --> 00:11:52.539 before his father died, his grade five teacher started calling 174 00:11:52.559 --> 00:11:56.480 him Grandpa because he always seemed tired. That fatigue never 175 00:11:56.519 --> 00:12:00.960 really went away. In 1996, at age 54, he wrote 176 00:12:01.139 --> 00:12:04.399 that he had been continuously aware of chronic lethargy and 177 00:12:04.470 --> 00:12:07.450 fatigue for his entire life, which has made it all 178 00:12:07.490 --> 00:12:10.309 the more difficult for me to fulfill that drive to achieve. 179 00:12:11.370 --> 00:12:14.509 By the time he got to Forest Hill Collegiate Institute, 180 00:12:14.769 --> 00:12:18.950 his new nickname was Butterball. After all, he was a round, 181 00:12:19.169 --> 00:12:22.909 doughy kid in black-framed glasses, with few friends, and his 182 00:12:22.970 --> 00:12:28.080 teachers regularly described him as sluggish. He struggled with insomnia 183 00:12:28.179 --> 00:12:31.279 his entire life. According to the people who knew him best, 184 00:12:31.360 --> 00:12:34.320 it was because his mind never shut off. He would 185 00:12:34.360 --> 00:12:38.159 lie in bed for hours just thinking. When sleep finally came, 186 00:12:38.440 --> 00:12:40.940 it came hard. And in the mornings, he could barely 187 00:12:41.019 --> 00:12:44.889 drag himself to school. He didn't play sports. He didn't 188 00:12:44.950 --> 00:12:47.990 have a girlfriend. He had a regular gig babysitting a 189 00:12:48.029 --> 00:12:50.250 neighbor's kid, and when he got the chance, he watched 190 00:12:50.370 --> 00:12:53.690 westerns on TV. But for most of high school, Barry 191 00:12:53.750 --> 00:12:57.200 was a pretty middling student. Then, in his senior year, 192 00:12:57.559 --> 00:13:01.679 two things happened. According to Kevin Donovan, who interviewed dozens 193 00:13:01.740 --> 00:13:05.269 of Sherman's friends and associates for his 2019 book, The 194 00:13:05.289 --> 00:13:08.950 Billionaire Murders, the first thing was that Barry developed a 195 00:13:08.970 --> 00:13:10.750 conviction that would stay with him for the rest of 196 00:13:10.789 --> 00:13:15.149 his life. That he was right about everything. The second 197 00:13:15.169 --> 00:13:18.210 thing was that he met Joel Ulster in the 1950s. 198 00:13:19.539 --> 00:13:22.710 The Toronto Daily Star ran a recurring contest in which 199 00:13:22.779 --> 00:13:25.710 readers could solve a series of brain teasers and mail 200 00:13:25.730 --> 00:13:29.269 in their answers. Barry, once he saw it, was convinced 201 00:13:29.450 --> 00:13:32.429 that he and his new friend, Joel, could win. The 202 00:13:32.470 --> 00:13:35.710 two teenagers clipped out the puzzles, worked through them together, 203 00:13:35.889 --> 00:13:38.600 and mailed in their answers to the old star building 204 00:13:38.659 --> 00:13:41.039 on King Street. They made it all the way to 205 00:13:41.080 --> 00:13:45.100 the tiebreaker, which they lost. But Barry was convinced they 206 00:13:45.120 --> 00:13:48.720 had actually won. From that point on, the two were inseparable. 207 00:13:49.350 --> 00:13:52.409 and Joel Ulster saw something in his friend that nobody 208 00:13:52.490 --> 00:13:56.309 else did. He later told Kevin Donovan, Barry was smart, 209 00:13:56.690 --> 00:13:59.110 really smart. Nobody else saw it at the time, but 210 00:13:59.190 --> 00:14:01.690 I did. He was the smartest person I ever met 211 00:14:01.730 --> 00:14:05.649 in my life. Barry and Kevin bonded over a shared 212 00:14:05.710 --> 00:14:08.830 belief that there was no God, which in a community 213 00:14:08.870 --> 00:14:13.149 built so firmly around the synagogue was not a popular position. 214 00:14:13.169 --> 00:14:17.269 The first chapter of Barry's memoir, titled The Meaning of Life, 215 00:14:17.740 --> 00:14:20.559 literally opens up with his thoughts on the matter. From 216 00:14:20.620 --> 00:14:24.539 my earliest years, I have been an atheist. He found 217 00:14:24.559 --> 00:14:29.240 it incomprehensible, he wrote, that people, including some of apparent intelligence, 218 00:14:29.639 --> 00:14:34.000 believed in what he called seemingly preposterous mythologies. He laid 219 00:14:34.039 --> 00:14:36.370 out his worldview as a numbered list of what he 220 00:14:36.409 --> 00:14:40.409 called self-evident truths. This included the truth that there was 221 00:14:40.470 --> 00:14:43.830 no God, that the universe exists, that we are here 222 00:14:43.889 --> 00:14:48.559 because of evolution, that physics governs everything. that free will 223 00:14:48.620 --> 00:14:52.059 is an illusion. And then there's the last one, life 224 00:14:52.139 --> 00:14:57.039 has no meaning or purpose. It's a pretty bleak list, 225 00:14:57.080 --> 00:14:59.610 I'll give you that. But in the very next chapter, 226 00:14:59.990 --> 00:15:01.990 he tried to explain why he did not find it 227 00:15:02.049 --> 00:15:05.909 bleak at all. He wrote, I find no inconsistency in 228 00:15:05.990 --> 00:15:09.149 holding intellectually that life has no meaning, while at the 229 00:15:09.190 --> 00:15:12.750 same time being highly motivated to survive and to achieve. 230 00:15:13.799 --> 00:15:16.039 For the rest of his life, if someone said thank 231 00:15:16.080 --> 00:15:19.340 God in Barry's presence,

he was liable to interrupt and 232 00:15:19.379 --> 00:15:23.960 correct them. Man, he would have loved being a Reddit moderator. Anyways, 233 00:15:24.279 --> 00:15:26.659 Barry spent a lot of time at the Ulster house, 234 00:15:26.980 --> 00:15:30.259 which was calmer than his own, where the boarders were 235 00:15:30.440 --> 00:15:34.860 coming and going. Joel Ulster's father, Ben, owned several movie 236 00:15:34.899 --> 00:15:38.139 theaters around Toronto, and he took an immediate liking to 237 00:15:38.159 --> 00:15:42.230 his son's odd, yet brilliant friend. According to Joel, his 238 00:15:42.279 --> 00:15:45.500 father used to say, He, as in Barry, will win 239 00:15:45.559 --> 00:15:48.000 the Nobel Peace Prize one day, and I'm going to 240 00:15:48.080 --> 00:15:50.379 fly all of us over there to see him accept it. 241 00:15:51.240 --> 00:15:53.440 When Joel did not want to go on a family 242 00:15:53.500 --> 00:15:56.259 ski trip, his parents paid for Barry to come along 243 00:15:56.330 --> 00:15:59.809 and keep him company. The loyalty ran both ways, and 244 00:15:59.870 --> 00:16:04.190 sometimes it ran in slightly unethical directions. In their final 245 00:16:04.230 --> 00:16:06.980 year of high school, Joel had a failing grade in 246 00:16:07.009 --> 00:16:10.509 gym class, which would have kept him from graduating. Barry 247 00:16:10.610 --> 00:16:13.590 found his teacher's gradebook when nobody was around and gave 248 00:16:13.629 --> 00:16:16.710 his friend a passing mark. In Ontario at the time, 249 00:16:17.070 --> 00:16:20.840 students in their final year wrote a battery of provincial exams, 250 00:16:21.340 --> 00:16:25.460 and any mark above 75 counted as a first. That year, 251 00:16:25.779 --> 00:16:29.139 Barry also won first place in a national physics contest 252 00:16:29.200 --> 00:16:32.220 for high school students. When the exam results came out 253 00:16:32.259 --> 00:16:36.080 in the summer of 1960, Joel was traveling over in Europe, 254 00:16:36.340 --> 00:16:38.639 and his father sent him a telegram with his marks. 255 00:16:39.240 --> 00:16:42.000 It opened before getting to Joel's own grades with news 256 00:16:42.039 --> 00:16:44.669 about his friend. Joel recalled, On August 23rd, 1960, the 257 00:16:44.690 --> 00:16:47.269 Toronto Daily Star ran with the headline, Barry, for what 258 00:16:47.289 --> 00:16:48.769 it's worth, remembered it as 13. And in his memoir, 259 00:16:49.009 --> 00:17:07.950 he downplayed it. His marks, he pointed out, weren't necessarily 260 00:17:07.990 --> 00:17:10.579 the highest in the province, so that the number of 261 00:17:10.670 --> 00:17:13.839 firsts may have been more an indication of motivation rather 262 00:17:13.880 --> 00:17:18.000 than of intelligence. Either way, the kid that was once 263 00:17:18.059 --> 00:17:24.519 called Butterball had topped the province. Before that, Barry had 264 00:17:24.599 --> 00:17:28.779 spent a couple of summers doing odd jobs. At 16 265 00:17:28.779 --> 00:17:31.640 in 1958, for lack of anything better, he joined a 266 00:17:31.759 --> 00:17:35.940 student militia with the Royal Canadian Artillery. He hated the 267 00:17:36.000 --> 00:17:39.099 physical drills, but what he remembered most were his sessions 268 00:17:39.160 --> 00:17:43.339 with the regiment's chaplain, who preached Christianity. Barry, as he 269 00:17:43.380 --> 00:17:47.859 put it, engaged him, persistently in aggressive and disrespectful debate, 270 00:17:48.309 --> 00:17:52.670 much to the amazement of my fellow recruits. The following summer, 271 00:17:52.769 --> 00:17:56.490 he worked for the Ontario government, in his words, processing 272 00:17:56.690 --> 00:17:59.849 useless information in an obscure office in the basement of 273 00:17:59.930 --> 00:18:04.920 Queen's Park. Then, in the summer of 1960, 18-year-old Barry 274 00:18:05.000 --> 00:18:08.720 Sherman went to go work for his uncle. Louis Winter, 275 00:18:09.099 --> 00:18:13.519 known to everyone as Lou, was Barry's mother's younger brother. 276 00:18:14.079 --> 00:18:18.140 He was 36 years old, energetic, and prone to going 277 00:18:18.240 --> 00:18:20.440 red in the face when an employee did something that 278 00:18:20.480 --> 00:18:24.180 he did not like. Lou had a degree in biochemistry 279 00:18:24.440 --> 00:18:27.569 and was running two businesses out of Toronto's West End. 280 00:18:28.319 --> 00:18:32.119 One was Winter Laboratories, a medical testing lab on Barton 281 00:18:32.160 --> 00:18:36.680 Street that mostly processed pregnancy tests. This was years before 282 00:18:36.809 --> 00:18:40.450 home pregnancy tests existed, so women would drop off urine 283 00:18:40.470 --> 00:18:43.430 samples at their local pharmacy and the lab would collect them. 284 00:18:43.950 --> 00:18:47.710 The other business, a newer one, was called Empire Laboratories. 285 00:18:48.410 --> 00:18:51.470 It operated out of a converted house on Ossington Avenue, 286 00:18:51.950 --> 00:18:55.450 repackaging tablets and capsules that Lou bought in bulk from 287 00:18:55.509 --> 00:19:01.450 American manufacturers. Empire made generic drugs. A generic drug is 288 00:19:01.509 --> 00:19:04.730 a copy of a brand-name drug, containing the same active 289 00:19:04.769 --> 00:19:08.019 ingredient which is typically sold at a fraction of the price. 290 00:19:08.599 --> 00:19:11.559 The company that invents a drug, which today we would 291 00:19:11.599 --> 00:19:15.640 call Big Pharma, spends years and enormous sums of money 292 00:19:15.720 --> 00:19:19.900 on research and clinical trials. A generic company comes along 293 00:19:20.009 --> 00:19:23.730 afterward and makes its own version. The legal and ethical 294 00:19:23.839 --> 00:19:26.960 questions around that arrangement would define the better part of 295 00:19:27.000 --> 00:19:31.240 Barry Sherman's life. But in 1960, the industry was still 296 00:19:31.319 --> 00:19:35.819 in its infancy. Blue

Winter gave his nephew a hybrid 297 00:19:35.900 --> 00:19:39.369 summer job. Barry drove around the city picking up urine 298 00:19:39.400 --> 00:19:44.230 samples from pharmacies for the lab, and delivering Empire Laboratories-packaged 299 00:19:44.490 --> 00:19:48.430 generic drugs to many of those same pharmacies. Lou's temper 300 00:19:48.549 --> 00:19:51.359 did not bother him. In fact, the two got along 301 00:19:51.430 --> 00:19:55.200 pretty well. Barry had lost his father nearly a decade prior, 302 00:19:55.579 --> 00:19:59.000 and while Lou was never necessarily a father figure, he 303 00:19:59.039 --> 00:20:02.339 was definitely someone that Barry looked up to. At that time, 304 00:20:02.720 --> 00:20:05.259 Lou and his wife Beverly were starting a family of 305 00:20:05.299 --> 00:20:08.380 their own. They had just recently adopted a baby boy 306 00:20:08.460 --> 00:20:12.960 named Tim, and soon afterward, Beverly became pregnant. Three more 307 00:20:13.019 --> 00:20:17.259 boys arrived, one a year. There was Jeffrey in 1960, 308 00:20:17.259 --> 00:20:22.460 Carrie in 1961, and Dana in 1962. The Winters were 309 00:20:22.500 --> 00:20:26.140 doing pretty well. They had a stone house on the Kingsway, 310 00:20:26.380 --> 00:20:30.029 one of Toronto's wealthiest streets, along with a Rolls Royce 311 00:20:30.230 --> 00:20:33.569 and a small yacht. That fall, Barry enrolled at the 312 00:20:33.670 --> 00:20:37.920 University of Toronto. His best friend Joel Ulster did too. 313 00:20:38.500 --> 00:20:46.440 Berry chose engineering physics because, as he wrote in his memoir, 314 00:20:47.059 --> 00:20:52.480 it was The university published every student's average each year, 315 00:20:52.759 --> 00:20:56.470 and among everyone in the entire faculty of engineering, Berry 316 00:20:56.589 --> 00:20:59.849 ranked fourth in his first year. He was third in 317 00:20:59.890 --> 00:21:03.690 his second, and second in his third. In his final year, 318 00:21:03.829 --> 00:21:07.980 he finished first. winning both the Wilson Medal for Engineering 319 00:21:08.049 --> 00:21:11.210 Physics and the Gold Medal of the Association of Professional 320 00:21:11.289 --> 00:21:16.029 Engineers for standing first in the whole faculty. He wrote, 321 00:21:16.190 --> 00:21:22.660 At the time, Barry told his friends that his long-term 322 00:21:22.700 --> 00:21:25.799 goal was to go work for NASA, and for a moment, 323 00:21:26.000 --> 00:21:29.619 it looked like he might. In 1963, during his third year, 324 00:21:30.059 --> 00:21:33.000 he was one of two Canadian students selected for a 325 00:21:33.099 --> 00:21:37.619 NASA summer program for promising undergraduates. He spent several weeks 326 00:21:37.660 --> 00:21:41.470 taking classes at Columbia University in New York, followed by 327 00:21:41.569 --> 00:21:45.430 a tour of NASA installations across the United States, including 328 00:21:45.490 --> 00:21:53.980 the launch facility at Cape Canaveral. The

year prior, 1962, 329 00:21:53.980 --> 00:21:58.450 Beverly Winter was diagnosed with leukemia. After her first round 330 00:21:58.490 --> 00:22:01.910 of treatment, she and her husband Lou flew to Bermuda 331 00:22:01.950 --> 00:22:04.569 for a few weeks of rest, leaving their four boys 332 00:22:04.650 --> 00:22:08.390 at home, two of them still in diapers. That same year, 333 00:22:08.789 --> 00:22:12.900 Lou had opened up Empire's first real manufacturing plant at 334 00:22:12.900 --> 00:22:16.819 77 Florence Street, and Barry spent the summer helping to 335 00:22:16.859 --> 00:22:20.390 set it up. While Lou was away on vacation, something 336 00:22:20.430 --> 00:22:23.410 happened that Barry would remember fondly for the rest of 337 00:22:23.450 --> 00:22:27.430 his life. According to Barry, Lou had left nobody in 338 00:22:27.509 --> 00:22:30.970 particular in charge, and he could not be reached by telephone. 339 00:22:31.519 --> 00:22:34.640 Just before he left, Empire had landed a contract to 340 00:22:34.700 --> 00:22:38.839 make Generic Aspirin, or ASA, under the private label of 341 00:22:38.900 --> 00:22:42.279 a new department store chain called Towers. A few days 342 00:22:42.339 --> 00:22:46.619 into Lou's vacation, Towers called. The cheaper pills were flying 343 00:22:46.660 --> 00:22:49.569 off the shelves and they needed a lot more. So, 344 00:22:49.589 --> 00:22:53.549 20-year-old Barry took it upon himself to call Empire's supplier 345 00:22:53.650 --> 00:22:59.089 of bulk ASA, and he negotiated a substantially increased quantity 346 00:22:59.210 --> 00:23:05.059 at a substantially lowered price. Then, he organized around-the-clock production 347 00:23:05.140 --> 00:23:08.559 to fill the orders. He wrote, Uncle Lou was very 348 00:23:08.660 --> 00:23:11.019 pleased with what I had done. Although I did not 349 00:23:11.099 --> 00:23:14.059 know it at the time, these summers at Empire Laboratories 350 00:23:14.099 --> 00:23:16.500 would later prove to be of critical importance to my 351 00:23:16.559 --> 00:23:22.099 future career. Lou and Beverly Winters came home refreshed. Beverly's 352 00:23:22.160 --> 00:23:25.819 leukemia was in remission. There are family photos from the 353 00:23:25.859 --> 00:23:28.400 next few years of the four little winter boys in 354 00:23:28.480 --> 00:23:32.180 matching velour jackets, sitting on a dock in cottage country, 355 00:23:32.519 --> 00:23:37.089 or snuggled up against their mother on a beach. In 1964, 356 00:23:37.089 --> 00:23:39.930 Barry graduated from U of T, and he spent the 357 00:23:39.990 --> 00:23:43.849 summer at the Spar Aerospace Division of De Havilland Aircraft, 358 00:23:44.170 --> 00:23:49.130 analyzing the vibrational dynamics of a Canadian research satellite called ISIS, 359 00:23:49.430 --> 00:23:53.119 which was then being designed. That September, on a fellowship 360 00:23:53.160 --> 00:23:56.240 that covered his tuition and living costs, he moved to 361 00:23:56.279 --> 00:24:00.359 Boston to begin graduate studies in aeronautics and astronautics at 362 00:24:00.400 --> 00:24:04.609 the Massachusetts Institute of Technology. He had expected MIT to 363 00:24:04.650 --> 00:24:08.269 be much harder than U of T, with much tougher competition. 364 00:24:08.769 --> 00:24:12.230 But he wrote, I was surprised to find otherwise. When 365 00:24:12.250 --> 00:24:15.269 he returned to Boston for his second year at MIT, 366 00:24:15.630 --> 00:24:18.799 he knew that his Aunt Beverly's leukemia had come back. 367 00:24:19.339 --> 00:24:22.559 She was being treated at St. Joseph's Hospital in Toronto, 368 00:24:22.799 --> 00:24:25.140 and it did not look good. In the first week 369 00:24:25.180 --> 00:24:27.680 of November, his phone rang in the middle of the night. 370 00:24:28.240 --> 00:24:31.039 He assumed it was news that Aunt Beverly had died. 371 00:24:31.559 --> 00:24:35.579 but it was his sister Sandy. She said, it's Uncle Lou. 372 00:24:36.599 --> 00:24:41.069 Barry was, in his words, astounded. On the afternoon of 373 00:24:41.150 --> 00:24:45.230 November 5th, 1965, Lou Winter had been working at the 374 00:24:45.349 --> 00:24:49.769 Empire Laboratory offices when he suddenly collapsed. An aneurysm had 375 00:24:49.849 --> 00:24:53.329 burst in his brain. He was rushed to St. Joseph's, 376 00:24:53.650 --> 00:24:56.750 the same hospital where his wife was dying, and he 377 00:24:56.809 --> 00:25:01.269 died shortly after he arrived. He was 41 years old 378 00:25:01.329 --> 00:25:04.890 at the time. Barry flew home for the funeral. He 379 00:25:04.930 --> 00:25:07.670 still did not believe in God, but he understood what 380 00:25:07.710 --> 00:25:11.569 a funeral meant to family. Afterward, he went back to Boston. 381 00:25:12.089 --> 00:25:16.130 Just 17 days after Lou Winter died, Beverly Winter died 382 00:25:16.190 --> 00:25:19.869 as well. Barry flew home again for a second funeral. 383 00:25:20.589 --> 00:25:25.410 His nephews, Tim, Jeffrey, Carrie, and Dana Winter, were 7, 5, 4, 384 00:25:25.410 --> 00:25:30.140 and 3 years old. and they were all now orphans. 385 00:25:30.720 --> 00:25:34.460 The obvious question was who would raise them. According to 386 00:25:34.920 --> 00:25:39.130 a 2008 Toronto Life article, Beverly had converted to Judaism 387 00:25:39.190 --> 00:25:41.710 when she married Lou Winter, and she did not want 388 00:25:41.750 --> 00:25:45.829 her own family raising the boys. She wanted them raised Jewish. 389 00:25:46.410 --> 00:25:48.690 Kerry Winter would later say that his mother on her 390 00:25:48.750 --> 00:25:51.700 deathbed added to her will stating that she did not 391 00:25:51.779 --> 00:25:54.740 want relatives from either side of the family adopting them. 392 00:25:55.319 --> 00:25:57.859 there doesn't seem to have been any discussion about whether 393 00:25:57.960 --> 00:26:01.359 Barry or Sandy, both in their early 20s, might take 394 00:26:01.400 -->

00:26:05.460 the boys. In testimony decades later, Barry was pretty blunt 395 00:26:05.519 --> 00:26:13.539 about his own opinion. He said, A Toronto couple named Dr. 396 00:26:13.660 --> 00:26:16.660 Martin Barkin and his wife Carol took the four winter 397 00:26:16.700 --> 00:26:20.240 boys in, and eventually adopted them. Martin Barkin was a 398 00:26:20.329 --> 00:26:24.589 well-known urologist who would later become Ontario's Deputy Minister of Health. 399 00:26:25.210 --> 00:26:29.750 Beverly's rabbi had helped find them. The boys' inheritance, including 400 00:26:29.789 --> 00:26:32.890 their father's businesses, was left in the hands of the 401 00:26:32.990 --> 00:26:37.339 estate's executors, the Royal Trust Company, along with two lawyers 402 00:26:37.420 --> 00:26:41.619 named David Ward and Martin O'Brien. Barry had no interest 403 00:26:41.680 --> 00:26:44.680 in becoming a father at 23 years old, but he 404 00:26:44.819 --> 00:26:49.200 did have an interest in Empire Laboratories. Three days after 405 00:26:49.349 --> 00:26:53.019 Beverly died, he wrote a letter to Royal Trust, He 406 00:26:53.079 --> 00:26:56.819 proposed buying all of his late uncle's business assets. He 407 00:26:56.880 --> 00:26:58.559 said that he would put his studies on hold and 408 00:26:58.599 --> 00:27:02.099 take over as general manager immediately, and that he was, 409 00:27:02.319 --> 00:27:05.490 in his words, anxious to protect the value of said 410 00:27:05.630 --> 00:27:07.910 assets for the benefit of the children of Lewis and 411 00:27:07.970 --> 00:27:13.029 Beverly Winter. He gave Royal Trust 24 hours to consider 412 00:27:13.069 --> 00:27:17.650 his offer. Royal Trust said no, so Barry went back 413 00:27:17.730 --> 00:27:21.269 to MIT. And in a little over two years, he 414 00:27:21.349 --> 00:27:25.150 earned both a master's degree in aeronautics and astronautics, and 415 00:27:25.269 --> 00:27:30.349 in January of 1967, a PhD in systems engineering, with 416 00:27:30.390 --> 00:27:33.849 what he would later describe as a perfect 5.0 grade 417 00:27:33.890 --> 00:27:38.549 point average. My dumbass didn't even know 5.0 existed. His 418 00:27:38.670 --> 00:27:43.369 doctoral thesis was about controlling the orientation of satellites using gravity, 419 00:27:43.670 --> 00:27:46.299 and he eventually received a US patent for the work. 420 00:27:46.920 --> 00:27:50.140 Years later, whenever his lawyer walked him through his credentials 421 00:27:50.200 --> 00:27:52.539 in court, Berry would pause at the end and say 422 00:27:52.559 --> 00:27:54.779 to the judge, I guess you could say I am 423 00:27:54.819 --> 00:27:58.579 a rocket scientist. But then, to the surprise of just 424 00:27:58.640 --> 00:28:02.660 about everyone who knew him, he walked away from rockets entirely. 425 00:28:02.680 --> 00:28:05.740 He wrote, I had decided that I did not want 426 00:28:05.809 --> 00:28:09.769 to seek employment as an astronautical engineer. I was interested 427 00:28:09.829 --> 00:28:12.490 in both science and business and I also wanted to 428 00:28:12.549 --> 00:28:16.680 return to Toronto to live. There was another reason, and 429 00:28:16.700 --> 00:28:19.839 he had spelled it out while describing that miserable summer 430 00:28:19.940 --> 00:28:22.960 in the militia. He wrote, Barry Sherman was not going 431 00:28:22.980 --> 00:28:25.269 to work for anybody. He was going to be his 432 00:28:25.289 --> 00:28:56.579 own boss. In January of 1967, with his doctorate now 433 00:28:56.630 --> 00:28:59.980 in hand, Barry Sherman came home to Toronto looking for, 434 00:29:00.000 --> 00:29:03.380 as he put it, an opportunity in a scientific business. 435 00:29:04.119 --> 00:29:07.039 He called his friend Joel Ulster, who had by then 436 00:29:07.099 --> 00:29:09.579 given up on law school and was training as a 437 00:29:09.680 --> 00:29:13.440 chartered accountant. Joel was married to a nurse named Cindy, 438 00:29:13.720 --> 00:29:15.920 and they already had three young kids with a fourth 439 00:29:15.960 --> 00:29:19.089 on the way. Back in high school, Barry and Joel 440 00:29:19.130 --> 00:29:23.140 had fantasized about running a business together, even inventing company 441 00:29:23.180 --> 00:29:27.180 names out of the first letters of their names. Joba Enterprises. 442 00:29:27.799 --> 00:29:31.980 Bajo Limited. Now they had an understanding. If Barry could 443 00:29:32.019 --> 00:29:34.279 find the right company and the money to buy it, 444 00:29:34.589 --> 00:29:38.089 Joel would quit accounting and join him. The obvious target 445 00:29:38.269 --> 00:29:43.400 was Empire Laboratories. Barry phoned Royal Trust again. They told 446 00:29:43.460 --> 00:29:46.400 him that they weren't interested in selling yet. So he 447 00:29:46.460 --> 00:29:49.690 went to Empire, which had since moved into a five-story 448 00:29:49.710 --> 00:29:53.869 building at 301 Lansdowne Avenue, and started talking to the staff. 449 00:29:54.450 --> 00:29:57.859 What he heard by his account was grim. Royal Trust 450 00:29:57.900 --> 00:30:01.940 had installed a University of Toronto chemistry professor named George 451 00:30:02.019 --> 00:30:05.819 Wright as part-time president. The staff, Barry wrote, considered him 452 00:30:05.900 --> 00:30:09.660 incompetent to run a business. Sales had fallen from over 453 00:30:09.720 --> 00:30:15.279 a million dollars a year when Lou died to about $ 800, 000, 454 00:30:13.240 --> 00:30:16.500 and the company was on track to go insolvent. In 455 00:30:16.539 --> 00:30:20.000 a deposition decades later, Barry said that Wright's plan to 456 00:30:20.059 --> 00:30:23.180 save the company was to make oral contraceptives for sale 457 00:30:23.259 --> 00:30:27.380 in India. He described this as a completely off-the-wall idea 458 00:30:27.420 --> 00:30:31.220 that made no sense whatsoever. So Barry picked up the 459 00:30:31.259 --> 00:30:35.279 phone again, this time to the

two lawyers serving as executors, 460 00:30:35.720 --> 00:30:39.369 David Ward and Martin O'Brien. In his memoir, he describes 461 00:30:39.430 --> 00:30:42.049 telling them that Royal Trust might be more interested in 462 00:30:42.109 --> 00:30:45.630 collecting fees for managing Empire than in making a prudent sale. 463 00:30:46.170 --> 00:30:48.970 And then he made a pointed observation, that if the 464 00:30:49.019 --> 00:30:53.349 company went insolvent, Lou's children might someday hold them liable 465 00:30:53.390 --> 00:30:58.819 for negligence as executors and trustees. Within days, Royal Trust 466 00:30:58.880 --> 00:31:02.380 called back. They were now ready to talk. Now, this 467 00:31:02.460 --> 00:31:06.480 version of events comes with an asterisk. Literally. The copy 468 00:31:06.519 --> 00:31:09.339 of the memoir that was filed in court, and later 469 00:31:09.380 --> 00:31:12.880 published by the Globe and Mail, has handwritten notes scrawled 470 00:31:12.920 --> 00:31:15.839 in the margins by someone who clearly disagreed with Barry's 471 00:31:15.940 --> 00:31:20.299 telling of events. Next to Barry's description of Empire's collapsing sales, 472 00:31:20.579 --> 00:31:24.099 someone wrote in capital letters, Not true. The same words 473 00:31:24.140 --> 00:31:27.789 appear again beside his account of firing George Wright, and 474 00:31:27.880 --> 00:31:30.769 beside a story about the old management selling products at 475 00:31:30.829 --> 00:31:34.349 suspiciously low prices to a competitor. We don't know who 476 00:31:34.390 --> 00:31:37.029 wrote these notes, but we do know that the Winter 477 00:31:37.089 --> 00:31:40.930 brothers would later dispute this picture in court. Empire's old 478 00:31:41.029 --> 00:31:44.680 sales manager, James Church, swore an affidavit on their behalf 479 00:31:44.740 --> 00:31:47.559 saying that he had never been aware of any financial troubles. 480 00:31:48.160 --> 00:31:50.640 So keep in mind as we go that Barry's version 481 00:31:50.680 --> 00:31:55.319 of these events is exactly that. His version. Meanwhile, word 482 00:31:55.359 --> 00:31:58.119 got around that two young men were trying to buy 483 00:31:58.279 --> 00:32:02.109 Empire Laboratories, and some of the industry's veterans tried to 484 00:32:02.140 --> 00:32:05.150 talk them out of it. A man named Jules Gilbert, 485 00:32:05.369 --> 00:32:07.950 whom Barry described as one of the fathers, if not 486 00:32:08.170 --> 00:32:12.369 the father, of Canada's generic drug industry. He invited Barry 487 00:32:12.390 --> 00:32:14.970 to his factory and warned him that buying Empire would 488 00:32:14.990 --> 00:32:18.460 be a great mistake. Gilbert had a secret plan, he said, 489 00:32:18.680 --> 00:32:22.099 that would put Empire Laboratories out of business within months, 490 00:32:22.440 --> 00:32:25.740 and he suggested that Barry invest in his company instead. 491 00:32:26.200 --> 00:32:28.789 Gilbert told him as Barry recalled it, Barry heard the 492 00:32:28.809 --> 00:32:37.900 plan out and decided it was impractical. A few days later, 493 00:32:38.200 --> 00:32:41.339 another industry veteran took Barry and Joel out to lunch 494 00:32:41.420 --> 00:32:44.000 to tell them that the generic business was a cutthroat 495 00:32:44.059 --> 00:32:47.009 commodity game, that he was glad to be out of it, 496 00:32:47.480 --> 00:32:50.329 and that if they bought Empire, they would inevitably fail 497 00:32:50.470 --> 00:32:54.289 and lose their investment. They decided to go ahead anyway, 498 00:32:54.750 --> 00:32:59.930 as Barry put it, although not without substantial trepidation. According 499 00:33:00.029 --> 00:33:03.849 to court records cited by author Kevin Donovan, Barry's offer 500 00:33:03.920 --> 00:33:07.150 came with what a senior Ontario judge would describe 50 501 00:33:07.150 --> 00:33:10.630 years later as a sweetener. It was a short document 502 00:33:10.710 --> 00:33:13.730 known as the Option Agreement. It said that if the 503 00:33:13.809 --> 00:33:16.690 four Winter Boys wanted to, they could come work at 504 00:33:16.769 --> 00:33:20.170 Empire Labs when they turned 21. And after two years 505 00:33:20.210 --> 00:33:22.529 of employment, each of them would have the option to 506 00:33:22.569 --> 00:33:26.359 buy 5% of the company's shares. There was a catch, though. 507 00:33:26.970 --> 00:33:29.980 The option only applied as long as Barry and Joel 508 00:33:30.119 --> 00:33:35.279 still owned Empire. If they sold it, the option went away. Intriguingly, 509 00:33:35.579 --> 00:33:39.630 in the 40-some pages of his memoir, Barry never mentions that. 510 00:33:40.430 --> 00:33:43.690 When it came to the sale, Royal Trust took its time. 511 00:33:44.250 --> 00:33:46.990 Barry wrote that it kept putting them off day after day, 512 00:33:47.269 --> 00:33:50.069 even though there was no other buyer in sight. So 513 00:33:50.109 --> 00:33:52.549 he called the executors one more time and gave them 514 00:33:52.569 --> 00:33:55.769 an ultimatum. Accept the offer within two days or it 515 00:33:55.849 --> 00:34:00.200 would be withdrawn. Within those two days, Royal Trust said yes. 516 00:34:00.769 --> 00:34:04.549 According to author Kevin Donovan, the purchase price for Empire 517 00:34:04.609 --> 00:34:06.950 Laboratories was about $ 450, 000. Barry and Joel would take on 518 00:34:06.970 --> 00:34:09.070 about $ 200, 000 of Empire's debts and pay roughly $ 250, 000 in cash. Now, 519 00:34:09.099 --> 00:34:10.639 they did not have $ 250, 000, of course. They were in 520 00:34:10.659 --> 00:34:19.340 their mid-twenties. Barry's mother, Sarah, had investments worth about $ 100, 000. 521 00:34:26.420 --> 00:34:28.960 and she put up every dollar of it as security 522 00:34:29.039 --> 00:34:31.460 so the Bank of Montreal would lend her son the money. 523 00:34:31.980 --> 00:34:35.579 Barry later wrote, Joel's father, Ben, put up the remaining $ 150, 000 524

00:34:35.480 --> 00:34:37.500 and arranged a line of credit. In the late summer 525 00:34:37.719 --> 00:34:41.010 of 1967, the deal closed. Barry Sherman and Joel Ulster 526 00:34:41.030 --> 00:34:58.030 now owned Empire Laboratories. According to author Kevin Donovan, the 527 00:34:58.070 --> 00:35:00.190 two young men looked around at the four walls of 528 00:35:00.230 --> 00:35:03.710 their new business, and Barry's eyes went wide behind his glasses. 529 00:35:04.329 --> 00:35:07.489 He said, we're going to be millionaires. The next day, 530 00:35:07.730 --> 00:35:10.929 after combing through the company's documents and its product line, 531 00:35:11.190 --> 00:35:13.590 he sat back in his chair and looked across at Joel. 532 00:35:14.110 --> 00:35:17.559 This time, his calculation was different. We're going to be bankrupt. 533 00:35:20.139 --> 00:35:24.420 The new young business partners incorporated a company called Sherman 534 00:35:24.489 --> 00:35:28.269 & Ulster Ltd. and Empire Laboratories became a division of it. 535 00:35:28.769 --> 00:35:32.670 Barry was president, and Joel was vice president. Barry would 536 00:35:32.710 --> 00:35:37.280 handle production, quality control, and product development, and Joel would 537 00:35:37.320 --> 00:35:42.119 handle sales, accounting, staff, and administration. According to Barry, the 538 00:35:42.159 --> 00:35:44.960 very day they took control, they let George Wright go. 539 00:35:45.519 --> 00:35:49.079 There was one small problem, though. By his own admission, 540 00:35:49.380 --> 00:35:52.960 Barry knew virtually nothing about how to formulate a tablet 541 00:35:53.079 --> 00:35:56.679 or a capsule. He had a doctorate in satellite dynamics. 542 00:35:57.280 --> 00:36:01.059 So their first crisis was vitamin C. Empire made a 543 00:36:01.159 --> 00:36:05.039 simple line of ascorbic acid tablets, and customers kept returning 544 00:36:05.079 --> 00:36:08.219 them because the pills were crumbling in the bottle. Barry 545 00:36:08.239 --> 00:36:10.550 went up to the third floor to ask the production 546 00:36:10.590 --> 00:36:13.610 manager about it. The production manager told him there was 547 00:36:13.690 --> 00:36:16.849 nothing wrong with the tablets, that he formulated them himself, 548 00:36:16.929 --> 00:36:19.570 and that every product formulated by him was the best 549 00:36:19.710 --> 00:36:23.010 that could be made. So, Barry walked down to the 550 00:36:23.090 --> 00:36:27.090 second floor and asked the packaging supervisor, who told him that, yes, 551 00:36:27.230 --> 00:36:30.639 there was still a big problem. Barry got samples of 552 00:36:30.760 --> 00:36:34.980 other companies' vitamin C tablets and compared them. Empire's broke 553 00:36:35.300 --> 00:36:38.760 far more easily. In his memoir, he concluded that the 554 00:36:38.840 --> 00:36:42.469 production manager was both incompetent and arrogant, which is a 555 00:36:42.570 --> 00:36:46.139 potent combination. A few days later, the man came to 556 00:36:46.179 --> 00:36:49.719 Barry saying he'd been offered a vice president's job elsewhere 557 00:36:49.840 --> 00:36:52.659 and would resign unless Empire made him a vice president 558 00:36:52.679 --> 00:36:56.179 with a big raise. Barry accepted his resignation on the 559 00:36:56.239 --> 00:36:59.449 spot and asked him to leave that day. In his place, 560 00:36:59.619 --> 00:37:03.949 Barry promoted a young Australian production supervisor named Chris Retchford, 561 00:37:04.190 --> 00:37:07.449 who had studied two years of pharmacy back home. Barry 562 00:37:07.489 --> 00:37:10.610 admitted that neither of them knew what the eight inactive 563 00:37:10.650 --> 00:37:14.789 ingredients in the vitamin C formula actually did. So Barry 564 00:37:14.829 --> 00:37:18.050 did what an engineer does. He had Ratchford run a 565 00:37:18.150 --> 00:37:22.010 series of small trials, pressing tablets over and over, leaving 566 00:37:22.070 --> 00:37:24.889 out one ingredient at a time. It turned out that 567 00:37:24.969 --> 00:37:28.150 leaving out any of them except two made a better tablet. 568 00:37:28.590 --> 00:37:31.289 Within hours, they had a hard, stable pill made of 569 00:37:31.349 --> 00:37:37.550 just three things. Vitamin C, microcrystalline cellulose, and magnesium stearate. 570 00:37:38.030 --> 00:37:40.329 It was better, and it was now cheaper to make. 571 00:37:40.849 --> 00:37:43.679 Barry wrote, Barry loved it. Everyone who knew him agrees 572 00:37:43.900 --> 00:37:45.780 on this point. Barry Sherman loved to work. He would 573 00:37:45.800 --> 00:37:47.599 work at Empire deep into the night, and he would 574 00:37:47.619 --> 00:38:08.409 keep working that way for the next 50 years. The 575 00:38:08.449 --> 00:38:11.289 rules of the game were also changing in Empire's favor 576 00:38:11.329 --> 00:38:14.960 as well. Under a section of Canada's Patent Act, a 577 00:38:15.039 --> 00:38:18.099 company could apply for what was called a compulsory license 578 00:38:18.219 --> 00:38:21.280 to make a patented drug, in exchange for paying the 579 00:38:21.400 --> 00:38:24.940 patent holder a royalty. Barry and Joel struck a deal 580 00:38:24.980 --> 00:38:28.380 with a small Ontario chemical company that held licenses for 581 00:38:28.460 --> 00:38:33.139 two patented drugs. The tranquilizer sold as Librium, and the 582 00:38:33.260 --> 00:38:37.469 antipsychotic sold as Stelazine. And within a few months, Empire 583 00:38:37.530 --> 00:38:41.590 was selling its own generic versions. The company became profitable. 584 00:38:42.320 --> 00:38:47.659 In 1968, Ontario began allowing pharmacists to substitute approved generic 585 00:38:47.699 --> 00:38:51.599 drugs for brand names. In the following year, Pierre Trudeau's 586 00:38:51.739 --> 00:38:56.550 federal government expanded compulsory licensing to cover imported drugs. Barry 587 00:38:56.590 --> 00:39:00.010 and Joel immediately set up a subsidiary and

started applying 588 00:39:00.050 --> 00:39:04.670 for licenses. In 1970... Empire became the first company in 589 00:39:04.710 --> 00:39:09.610 Canada to launch generic ampicillin, a widely used antibiotic. And 590 00:39:09.630 --> 00:39:12.969 that's when Barry discovered his second great tool. A few 591 00:39:12.989 --> 00:39:16.030 months after the launch, by Barry's account, an inspector from 592 00:39:16.070 --> 00:39:19.329 the Federal Food and Drug Directorate came by. One of 593 00:39:19.369 --> 00:39:23.630 the brand name manufacturers had bought Empire's ampicillin, tested it, 594 00:39:23.739 --> 00:39:26.820 and found one batch to be below the required potency. 595 00:39:27.400 --> 00:39:30.280 Empire retested it and found it was fine. But the 596 00:39:30.320 --> 00:39:34.360 inspectors suggested they recall the batch anyway, given how politically 597 00:39:34.460 --> 00:39:37.929 sensitive the product was, and assured them, verbally, that there 598 00:39:37.949 --> 00:39:40.530 would be no action against them if they did. So 599 00:39:40.550 --> 00:39:44.110 they did the recall. A few weeks later, a RCMP 600 00:39:44.230 --> 00:39:48.170 officer served them with a summons. Empire was being charged 601 00:39:48.250 --> 00:39:58.400 with a criminal offense for selling a sub-potent drug. Berry wrote, 602 00:39:59.300 --> 00:40:03.239 Berry hired a prominent lawyer named Willard, or Bud, Esty, 603 00:40:03.699 --> 00:40:06.000 who would later sit on the Supreme Court of Canada. 604 00:40:06.500 --> 00:40:09.860 According to Berry, the Crown's case rested on a single 605 00:40:09.949 --> 00:40:14.030 test run by a junior chemist, who under cross-examination turned 606 00:40:14.090 --> 00:40:18.510 out to have made several errors. Empire was ultimately acquitted. Then, 607 00:40:18.630 --> 00:40:24.909 on January 25th, 1971, a letter arrived from Ottawa. Dr. G. Showalter, 608 00:40:25.210 --> 00:40:28.050 the chairman of a federal board that approved drug suppliers 609 00:40:28.090 --> 00:40:31.389 for the government, informed Empire that, based on about 15 610 00:40:31.389 --> 00:40:35.610 complaints and some unspecified other reasons, the company had been 611 00:40:35.690 --> 00:40:39.250 struck from the list of approved suppliers. Notice had already 612 00:40:39.269 --> 00:40:42.260 gone out to everyone who used the list. Being on 613 00:40:42.280 --> 00:40:46.010 that list was a prerequisite for supplying most hospitals, and 614 00:40:46.050 --> 00:40:50.230 for staying on Ontario's formulary. It would have effectively killed 615 00:40:50.269 --> 00:40:55.510 the business. Barry wrote, The official had already left his 616 00:40:55.570 --> 00:40:58.349 office for the day. So Barry got his home number 617 00:40:58.449 --> 00:41:01.590 from directory assistants and called them at home. He told 618 00:41:01.630 --> 00:41:04.969 the man that his board's decision was outrageously unfair and 619 00:41:05.190 --> 00:41:08.909 therefore unlawful, because Empire hadn't been told about the complaints 620 00:41:08.969 --> 00:41:11.650 or given a chance to respond. He said that unless 621 00:41:11.710 --> 00:41:15.510 it was reversed, he would hold him personally responsible. According 622 00:41:15.530 --> 00:41:17.570 to Barry, the man told him the decision would not 623 00:41:17.610 --> 00:41:20.690 be changed by threats and hung up. The next day, 624 00:41:21.010 --> 00:41:24.730 Barry had SD take the board to court. Within two weeks, 625 00:41:24.849 --> 00:41:27.510 before the case could even be heard, the board backed 626 00:41:27.550 --> 00:41:31.369 down and put Empire Laboratories back on the list. Dr. 627 00:41:31.489 --> 00:41:34.659 Showalter and the board did not bother us again thereafter, 628 00:41:35.070 --> 00:41:39.250 Barry wrote with evident satisfaction. He continued, That was the 629 00:41:39.329 --> 00:41:41.719 first time in my career that I found it necessary 630 00:41:41.780 --> 00:41:45.139 to initiate legal action. It was to be the first 631 00:41:45.260 --> 00:42:05.150 of many. Now, we need to go back a few years, 632 00:42:05.530 --> 00:42:08.969 and across town, to meet the other half of the story. 633 00:42:09.550 --> 00:42:13.599 Anna Reich was born in 1947, in a displaced persons 634 00:42:13.659 --> 00:42:17.280 camp in Austria. In the years after the Second World War, 635 00:42:17.659 --> 00:42:21.320 the Allied powers set up camps across Germany, Austria, and 636 00:42:21.480 --> 00:42:23.820 Italy to house the millions of people that the war 637 00:42:23.860 --> 00:42:27.440 had uprooted. Among them were tens of thousands of Jewish 638 00:42:27.500 --> 00:42:30.550 survivors of the Holocaust, who had nowhere to go home to. 639 00:42:31.199 --> 00:42:35.420 Anna's parents, Naftali and Helen Reich, were Polish Jews that 640 00:42:35.460 --> 00:42:38.570 had been freed by Allied forces from a Nazi work camp. 641 00:42:39.110 --> 00:42:41.929 After the war, they were among the thousands living in 642 00:42:42.010 --> 00:42:44.710 one of these camps, which were overseen by the US 643 00:42:44.789 --> 00:42:49.650 Army and the United Nations Relief and Rehabilitation Administration. While 644 00:42:49.889 --> 00:42:54.829 her name was officially Anna, everyone called Naftali and Helen's daughter, Honey. 645 00:42:55.860 --> 00:42:58.900 About two months before she died, Honey Sherman sat in 646 00:42:58.940 --> 00:43:01.699 front of a camera for a tribute video being produced 647 00:43:01.780 --> 00:43:05.719 by the United Jewish Appeal Federation of Greater Toronto. She 648 00:43:05.780 --> 00:43:09.559 described how her family eventually crossed the Atlantic, arriving in 649 00:43:09.599 --> 00:43:13.059 Halifax on Canada's east coast, and then boarded a train 650 00:43:13.159 --> 00:43:16.860 heading west for Winnipeg with other Jewish refugees. When the 651 00:43:16.909 --> 00:43:20.610 train stopped in Toronto, a representative of the Jewish

Immigrant 652 00:43:20.750 --> 00:43:24.050 Aid Society came aboard and offered lodging and jobs to 653 00:43:24.110 --> 00:43:27.440 anyone who wanted to get off. The Reichs decided to 654 00:43:27.480 --> 00:43:30.199 get off the train. Honey never forgot that a group 655 00:43:30.239 --> 00:43:33.320 of strangers had done that for her family. It would 656 00:43:33.360 --> 00:43:36.500 shape the rest of her life. The Reichs settled in 657 00:43:36.559 --> 00:43:40.199 Bothurst Manor, a heavily Jewish neighborhood in North York that 658 00:43:40.239 --> 00:43:43.519 had been developed in the 1950s for families just like hers. 659 00:43:44.139 --> 00:43:47.739 They opened a small shoe store, Reich Shoes, down near 660 00:43:47.880 --> 00:43:51.659 Kiel and Dundas on the West End. Honey's younger sister, Mary, 661 00:43:51.820 --> 00:43:55.170 was born in Toronto. The family was comfortable there, but 662 00:43:55.389 --> 00:43:59.550 far from wealthy. Like Sarah Sherman did across town. The 663 00:43:59.610 --> 00:44:02.260 Rikes rented out parts of their house to make ends meet. 664 00:44:02.739 --> 00:44:06.219 Years later, Mary would describe it with a laugh. She said, 665 00:44:06.960 --> 00:44:12.739 There was a front room with a piano in it, 666 00:44:13.019 --> 00:44:16.000 which she later realized was actually a hallway, and then 667 00:44:16.019 --> 00:44:19.159 there was their bedroom. But we didn't know it was 668 00:44:19.219 --> 00:44:23.619 a hallway with two fold-up cots. Honey looked after her 669 00:44:23.659 --> 00:44:27.420 younger sister, according to author Kevin Donovan, who wrote The 670 00:44:27.460 --> 00:44:32.500 Billionaire Murders. Honey protected Mary from their stern and unpredictable mother, 671 00:44:32.960 --> 00:44:35.820 and the two would remain extraordinarily close for the rest 672 00:44:35.860 --> 00:44:42.489 of Honey's life. At the University of Toronto, Honey studied psychology, 673 00:44:42.869 --> 00:44:45.510 and there she met a young woman named Brenna Fishman. 674 00:44:45.969 --> 00:44:49.090 They became best friends almost immediately, and they would stay 675 00:44:49.130 --> 00:44:52.090 best friends for the next 50 years. If there's one 676 00:44:52.150 --> 00:44:54.150 person who can tell you what Honey was like at 677 00:44:54.150 --> 00:44:58.050 19 years old, it's Brynna. Honey was never on time. 678 00:44:58.610 --> 00:45:00.940 She was not what you would call a morning person. 679 00:45:01.460 --> 00:45:05.059 In the summer of 1967, Brynna arrived to pick her 680 00:45:05.119 --> 00:45:08.159 up at around noon and learned from Honey's mother that 681 00:45:08.199 --> 00:45:11.849 her daughter was still in bed. When Honey finally came downstairs, 682 00:45:12.150 --> 00:45:15.130 she went through what Brynna described as her morning ritual. 683 00:45:15.650 --> 00:45:18.090 She boiled the kettle, made a cup of tea, and 684 00:45:18.130 --> 00:45:21.369 then slowly dunked two turtle's chocolates in and out of 685 00:45:21.389 --> 00:45:24.690 the tea, letting the caramel and pecan soften before she 686 00:45:24.769 --> 00:45:27.659 ate them. Only then was she ready to go upstairs 687 00:45:27.679 --> 00:45:30.579 and get dressed. But apparently once she was up, she 688 00:45:30.619 --> 00:45:33.420 was unstoppable. On a trip to New York in the 689 00:45:33.440 --> 00:45:36.739 late 1960s, a group of young men in their hotel 690 00:45:36.800 --> 00:45:40.739 lobby invited Honey and Brinna to a party. Brinna refused. 691 00:45:41.460 --> 00:45:43.789 After all, they had no idea who these guys were. 692 00:45:44.349 --> 00:45:47.469 We could wind up dead, she told Honey. But Honey 693 00:45:47.489 --> 00:45:51.550 just grabbed her arm and said, We're going. They went and, surprisingly, 694 00:45:51.630 --> 00:45:55.420 lived to tell the tale. Brenna, now Brenna Steiner, told 695 00:45:55.519 --> 00:45:59.300 author Kevin Donovan 50 years later, Honey was fearless. I 696 00:45:59.320 --> 00:46:01.480 loved her for it. She was not afraid of anything. 697 00:46:01.860 --> 00:46:04.389 They could be mass murderers, and she would have gone. 698 00:46:05.590 --> 00:46:08.389 On another trip to Chicago, a cousin set the two 699 00:46:08.429 --> 00:46:10.329 of them up on a dinner date with two young 700 00:46:10.389 --> 00:46:13.250 American men. At some point, one of the men asked 701 00:46:13.309 --> 00:46:17.130 if Canadians lived in igloos. Honey shot Brenna a sideways 702 00:46:17.170 --> 00:46:20.389 look and muttered, Is this what we're stuck with? Then 703 00:46:20.489 --> 00:46:24.030 she started speaking French. Brenna caught on and joined in. 704 00:46:24.530 --> 00:46:27.090 Neither of them knew more than a handful of French words, 705 00:46:27.369 --> 00:46:30.010 so they made up most of the conversation. The date 706 00:46:30.130 --> 00:46:33.369 ended early, and they left the whole way back. After 707 00:46:33.449 --> 00:46:37.280 finishing up their degrees, both young women enrolled in teacher's college. 708 00:46:37.880 --> 00:46:41.059 Three days in, Honey announced she was dropping out. She 709 00:46:41.099 --> 00:46:45.119 told Brenna, They're talking to us like we're five-year-olds. She 710 00:46:45.159 --> 00:46:48.480 talked Brenna into switching programs with her, to the Ontario 711 00:46:48.519 --> 00:46:52.239 College of Education at the University of Toronto. They finished there, 712 00:46:52.340 --> 00:46:54.500 and Honey went on to teach grade 5 at a 713 00:46:54.559 --> 00:46:58.030 school just west of Toronto. Honey's mother kept telling her 714 00:46:58.070 --> 00:47:01.650 that she should marry a nice doctor. Honey wanted to teach, 715 00:47:01.929 --> 00:47:04.150 and she was in no hurry to get married. But 716 00:47:04.250 --> 00:47:07.369 she did need something to do in the summers. So, 717 00:47:07.769 --> 00:47:11.539 as she told Toronto Life years later, At her mother's suggestion, 718 00:47:11.760

--> 00:47:15.630 she began volunteering as a candy striper at Mount Sinai Hospital. 719 00:47:16.269 --> 00:47:19.090 It wasn't the worst way to meet a nice Jewish doctor. 720 00:47:19.690 --> 00:47:23.630 At Mount Sinai, Honey befriended a nurse named Cindy Olster. 721 00:47:24.159 --> 00:47:27.619 Cindy's husband, Joel, had just gone into business with his 722 00:47:27.679 --> 00:47:30.860 best friend, who happened to be a doctor. Sort of. 723 00:47:33.400 --> 00:47:37.329 Cindy Olster introduced Honey Reich to Dr. Barry Sherman in 724 00:47:37.489 --> 00:47:41.170 August of 1970. He was five years her senior, and 725 00:47:41.230 --> 00:47:44.050 he was not, of course, a medical doctor. He had 726 00:47:44.090 --> 00:47:47.849 a PhD in systems engineering and ran a pill factory. 727 00:47:48.409 --> 00:47:50.769 According to their friends, it became a running joke that 728 00:47:50.829 --> 00:47:54.989 Barry wasn't exactly the catch that Honey's parents had in mind. Honey, 729 00:47:55.170 --> 00:47:57.889 as author Kevin Donovan tells it, weighed that against her 730 00:47:57.929 --> 00:48:01.699 parents' expectation and reached a verdict of her own. Close enough. 731 00:48:02.659 --> 00:48:06.500 The two were kind of a study in contrast. Honey 732 00:48:06.579 --> 00:48:12.849 was loud. social, outgoing, fearless. Barry, meanwhile, was quiet, awkward, 733 00:48:13.250 --> 00:48:17.329 allergic to small talk, happiest when he was working. Honey 734 00:48:17.469 --> 00:48:20.429 couldn't be on time to save her life. Barry, when 735 00:48:20.449 --> 00:48:23.559 he wasn't at the office, was thinking about it. But 736 00:48:23.579 --> 00:48:27.039 there was something there. Honey called him Chuck after his 737 00:48:27.079 --> 00:48:29.440 middle name Charles, and she would call him that for 738 00:48:29.460 --> 00:48:42.309 the rest of their lives. By the end of 1972, 739 00:48:42.309 --> 00:48:45.150 Empire's sales had grown to a little under $ 2 million 740 00:48:45.349 --> 00:48:50.719 a year, and people were beginning to notice. In early 1973, 741 00:48:50.719 --> 00:48:55.400 a young acquisitions man called from ICN Pharmaceuticals, a publicly 742 00:48:55.500 --> 00:48:59.199 traded American company that was on a buying spree. ICN 743 00:48:59.239 --> 00:49:03.739 had recently bought Morris Goodman's Montreal Generic Company, and now 744 00:49:03.800 --> 00:49:07.690 it wanted Empire. Barry and Joel were torn. They had 745 00:49:07.750 --> 00:49:12.000 turned the company around, but the old five-story building was antiquated. 746 00:49:12.500 --> 00:49:15.519 Their margins were thin, and the federal regulator had started 747 00:49:15.579 --> 00:49:19.900 demanding expensive development work for every new generic product. When 748 00:49:20.039 --> 00:49:23.719 ICN offered them a little under $ 2 million, they decided 749 00:49:23.820 --> 00:49:26.820 to take it. There were, as Berry put it, two 750 00:49:26.940 --> 00:49:30.639 flies in the ointment, pun intended. The first was a 751 00:49:30.679 --> 00:49:35.139 clause in ICN's contract that said empires selling shareholders could 752 00:49:35.199 --> 00:49:38.139 not compete in the generic drug business for five years. 753 00:49:38.809 --> 00:49:41.469 Barry had no intention of staying out of the business 754 00:49:41.510 --> 00:49:44.269 for five years. So he looked closely at how the 755 00:49:44.309 --> 00:49:49.710 deal was structured, and he noticed something that ICN apparently hadn't. Technically, 756 00:49:50.050 --> 00:49:53.409 he wasn't a shareholder at all. His shares were held 757 00:49:53.510 --> 00:49:58.269 through a personal holding company, Bernard C. Sherman Limited. According 758 00:49:58.309 --> 00:50:01.880 to both Barry and Joel, Barry deliberately held back the 759 00:50:01.949 --> 00:50:06.159 document listing the shareholders until the last possible minute, hoping 760 00:50:06.199 --> 00:50:10.039 that nobody at ICN would notice. Barry wrote, I wanted 761 00:50:10.079 --> 00:50:12.280 to be free to go back into the same business. 762 00:50:12.800 --> 00:50:16.599 This worked out exactly as I hoped. The second fly 763 00:50:16.679 --> 00:50:20.289 was that ICN wasn't paying in cash. It was paying 764 00:50:20.329 --> 00:50:23.349 in ICN stock, which Barry and Joel would have to 765 00:50:23.409 --> 00:50:26.050 hold onto for up to six months before they could sell. 766 00:50:26.570 --> 00:50:30.030 Barry called the shares a hot potato. They were trading 767 00:50:30.070 --> 00:50:33.429 at about 20 US dollars, having shot up from a 768 00:50:33.469 --> 00:50:35.639 few dollars in a year or two on the strength 769 00:50:35.679 --> 00:50:38.559 of a string of acquisitions just like this one. The 770 00:50:38.579 --> 00:50:43.059 deal eventually closed in September of 1973. Over the next 771 00:50:43.119 --> 00:50:46.699 few months, the stock climbed to about $ 40, and as 772 00:50:46.739 --> 00:50:50.929 Barry wrote, we were of course ecstatic. Then it started 773 00:50:51.010 --> 00:50:54.170 falling just as fast. By the time they were allowed 774 00:50:54.210 --> 00:50:56.750 to sell, it was back down to $ 20, and they 775 00:50:56.789 --> 00:51:00.739 sold everything. The stock kept falling, all the way to 776 00:51:00.800 --> 00:51:05.139 about $ 2 a share. Barry wrote, we were very fortunate 777 00:51:05.219 --> 00:51:09.829 indeed to have gotten out in time. After debts and taxes, 778 00:51:10.289 --> 00:51:13.159 Barry and Joel each walked away with, in Barry's words, 779 00:51:13.699 --> 00:51:17.920 several hundred thousand dollars, which author Kevin Donovan puts at 780 00:51:17.940 --> 00:51:22.460 about $ 300, 000 apiece. Now, there's something important about this sale 781 00:51:22.500 --> 00:51:25.340 that nobody was thinking about at the time. Do you 782 00:51:25.429 --> 00:51:28.409 remember the Option Agreement? The one that said that the 783 00:51:28.489 --> 00:51:32.309 four Winter

Boys could each buy 5% of Empire Laboratories 784 00:51:32.469 --> 00:51:34.789 once they were old enough, as long as Barry and 785 00:51:34.849 --> 00:51:39.030 Joel still owned it. Well, when Empire was sold to ICN, 786 00:51:39.369 --> 00:51:43.550 that option ceased to exist. The oldest winter boy, Tim, 787 00:51:43.809 --> 00:51:46.750 was 14 years old at the time. It would be 788 00:51:46.829 --> 00:51:52.000 decades before anyone started asking questions about that. Barry stayed 789 00:51:52.119 --> 00:51:56.380 on at Empire Laboratories as an executive under ICN, which 790 00:51:56.440 --> 00:51:59.719 put him under Morris Goodman, who was now running ICN's 791 00:51:59.820 --> 00:52:04.380 Canadian operations. That lasted until Goodman sent him to California 792 00:52:04.420 --> 00:52:08.280 to meet with the parent company's executives. Nobody told Goodman 793 00:52:08.320 --> 00:52:11.550 exactly what was said in that meeting, but Barry apparently 794 00:52:11.610 --> 00:52:14.150 spent it explaining to his new bosses how they could 795 00:52:14.170 --> 00:52:17.849 be doing their jobs better. Goodman later told author Kevin Donovan, 796 00:52:17.869 --> 00:52:21.030 A few weeks after the sale closed, Goodman drove to 797 00:52:21.050 --> 00:52:30.239 Toronto to deliver the news in person. Barry, by his 798 00:52:30.280 --> 00:52:41.969 own account, knew what was coming. He later wrote, After this, 799 00:52:42.239 --> 00:52:45.429 Barry went home, and thanks to his little trick with 800 00:52:45.469 --> 00:52:49.210 the paperwork, he was now free to start over. He 801 00:52:49.329 --> 00:52:52.650 asked Joel Ulster to join him again, but Joel said 802 00:52:52.730 --> 00:52:55.809 no this time. Back at Empire Labs, the two of 803 00:52:55.849 --> 00:52:58.170 them had shared a single office with a long table 804 00:52:58.210 --> 00:53:01.309 between their desks. And every morning, Joel would open his 805 00:53:01.389 --> 00:53:04.809 drawer to find a handwritten note from Barry with suggestions 806 00:53:04.869 --> 00:53:06.980 for what he should do that day, and what he 807 00:53:07.019 --> 00:53:16.260 should avoid doing. Joel said, Barry also took risks that 808 00:53:16.300 --> 00:53:20.769 made Joel, the cautious accountant, deeply uncomfortable. He said, I 809 00:53:20.829 --> 00:53:23.190 realized that I loved him, but it wasn't for me. 810 00:53:24.409 --> 00:53:27.769 They stayed partners in other ventures, and best friends for 811 00:53:27.809 --> 00:53:30.969 the rest of their lives. But Joel made one last 812 00:53:31.030 --> 00:53:34.949 contribution to Barry's new company before he stepped away. He 813 00:53:34.989 --> 00:53:39.639 helped name it. As teenagers, they had liked the suffix tex. 814 00:53:40.280 --> 00:53:43.860 The old word for a drugstore was apothecary. You put 815 00:53:43.900 --> 00:53:50.960 them together and you get apotex. Barry was, in his words, 816 00:53:51.360 --> 00:53:55.389 acutely aware of the

possibility of failure. He did not 817 00:53:55.469 --> 00:53:58.570 want any new partners in this, so the only money 818 00:53:58.630 --> 00:54:01.190 he had was his few hundred thousand dollars from the 819 00:54:01.349 --> 00:54:04.969 ICN sale. His plan, which he laid out in his memoir, 820 00:54:05.210 --> 00:54:08.440 was a study in minimalism. The new company would make 821 00:54:08.639 --> 00:54:13.000 only one kind of product, tablets, made by the simplest 822 00:54:13.280 --> 00:54:16.780 dry mix process. It would buy exactly one of each 823 00:54:16.860 --> 00:54:21.340 machine it needed. One mixer, one granulator, one tablet press, 824 00:54:21.699 --> 00:54:29.940 one coating pan, one electronic tablet counter, all for under $ 100, 000. 825 00:54:28.380 --> 00:54:31.159 It would start with only the dozen or so older 826 00:54:31.199 --> 00:54:34.760 drugs that did not need new government approvals. It would 827 00:54:34.820 --> 00:54:38.309 sell by mail and telephone, and the entire staff would 828 00:54:38.349 --> 00:54:41.829 be no more than five people. Only once real sales 829 00:54:41.889 --> 00:54:45.130 came in would he start pouring every dollar back into growth. 830 00:54:45.949 --> 00:54:50.769 In 1974, Barry Sherman opened that small factory on Ormont Drive, 831 00:54:51.130 --> 00:54:54.510 off of Weston Road in an industrial area in Toronto's 832 00:54:54.590 --> 00:54:58.530 Northwest End. When it started, it had just two employees. 833 00:54:58.550 --> 00:55:02.239 He later wrote, We followed this plan and it worked. 834 00:55:05.460 --> 00:55:08.900 Barry and Honey Sherman wanted children, but it was a 835 00:55:08.980 --> 00:55:12.019 long and painful road to get there. Honey had her 836 00:55:12.099 --> 00:55:17.179 first miscarriage in 1972, and then Several more followed. Her 837 00:55:17.219 --> 00:55:19.780 best friend Brenna, who got pregnant at around the same 838 00:55:19.800 --> 00:55:22.139 time as Honey that first time, said that after the 839 00:55:22.199 --> 00:55:25.449 first loss, Honey stopped telling her when she was expecting. 840 00:55:25.949 --> 00:55:29.710 But Brenna could always tell, because Honey would quit smoking 841 00:55:29.769 --> 00:55:35.329 and stop playing tennis. In 1975, the Shermans' first daughter, Lauren, 842 00:55:35.389 --> 00:55:38.110 was born. She would be an only child for about 843 00:55:38.289 --> 00:55:44.210 eight years. The Shermans' only son, Jonathan, was born in 1983. 844 00:55:44.210 --> 00:55:47.630 A second daughter, Alexandra, who goes by Alex, followed in 1986. 845 00:55:47.630 --> 00:55:54.489 Their youngest, Kaylin, was born in 1990. In his unfinished memoir, 846 00:55:54.909 --> 00:55:58.409 Barry dedicates exactly one paragraph to his wife and children, 847 00:55:58.429 --> 00:56:02.500 their wedding date and each child's birthday, and then, as 848 00:56:02.579 --> 00:56:06.820 if anticipating how that might look, he adds a brief note, writing, 849 00:56:07.320 --> 00:56:09.579 The fact that I make little mention of my wife 850 00:56:09.619 --> 00:56:12.139 and children should not be taken as suggesting that they 851 00:56:12.179 --> 00:56:14.360 are not important to my life, as that would be 852 00:56:14.449 --> 00:56:17.670 anything but true. However, it seems to me that information 853 00:56:17.710 --> 00:56:20.150 about my family is likely to be of less interest 854 00:56:20.289 --> 00:56:24.570 to a reader than my observations relating to philosophy, Canadian politics, 855 00:56:24.630 --> 00:56:31.610 and the pharmaceutical industry. In 1982, Barry drove to Montreal 856 00:56:31.670 --> 00:56:34.989 to meet a man named Jack Kaye. Kay had started 857 00:56:35.030 --> 00:56:38.809 his career as a psychiatric nurse in Weyburn, Saskatchewan, then 858 00:56:38.849 --> 00:56:43.400 became a traveling pharmaceutical salesman, and eventually co-founded a generic 859 00:56:43.440 --> 00:56:46.639 company of his own, which he sold to ICN at 860 00:56:46.659 --> 00:56:49.639 around the same time that Barry sold Empire. In fact, 861 00:56:49.719 --> 00:56:51.940 it was Jack Kay who had been put in charge 862 00:56:52.000 --> 00:56:57.619 of absorbing Empire into ICN's portfolio. Now, years after starting Apotex, 863 00:56:58.000 --> 00:57:00.980 Barry was looking for a director of sales, and he 864 00:57:01.019 --> 00:57:03.960 had come to Montreal to make a pitch. The two 865 00:57:04.000 --> 00:57:06.920 men sat in Kay's townhouse and talked for two hours. 866 00:57:07.610 --> 00:57:11.110 According to Jack Kay, money never came up. They talked 867 00:57:11.150 --> 00:57:15.409 about life, and God. Both men were atheists, but Kay 868 00:57:15.469 --> 00:57:19.869 had a live-and-let-live attitude toward religion, while Barry got visibly 869 00:57:20.010 --> 00:57:22.380 angry at the very idea that someone could believe in 870 00:57:22.420 --> 00:57:25.880 a deity. He called the entire thing stupid. Kay would 871 00:57:25.920 --> 00:57:29.019 spend the next 35 years trying to convince his friend 872 00:57:29.139 --> 00:57:33.110 to be a little bit more tolerant. He never succeeded. Then, 873 00:57:33.449 --> 00:57:36.739 they talked about Apotex. Barry said that his company was 874 00:57:36.780 --> 00:57:39.119 going to grow because he was developing new ways to 875 00:57:39.179 --> 00:57:42.699 make drugs more cheaply than anyone else. Kay asked him, 876 00:57:43.139 --> 00:57:45.340 Why do you think you can be more successful when 877 00:57:45.400 --> 00:57:49.539 others have failed? Barry responded, At the end of the conversation, 878 00:57:49.599 --> 00:58:01.710 Barry stood up and said, Kay took the job. For 879 00:58:01.730 --> 00:58:04.170 the next three and a half decades, the two men 880 00:58:04.210 --> 00:58:07.510 would work side by side, in adjoining offices, with the 881 00:58:07.550 --> 00:58:11.820 connecting door always open. They were a strange pair. Jack 882 00:58:11.940 -->

00:58:16.059 Kay was short, muscular, disciplined. The kind of man who 883 00:58:16.099 --> 00:58:18.260 was in the gym at 6am every other day for 884 00:58:18.300 --> 00:58:22.679 his entire adult life. Barry, meanwhile, was soft. He lived 885 00:58:22.719 --> 00:58:26.949 a sedentary lifestyle. He ate Smarties and raisins for breakfast. 886 00:58:27.550 --> 00:58:30.750 They regularly shouted at each other through that open door 887 00:58:30.829 --> 00:58:35.269 about business, politics, and God, so loudly that visitors sometimes 888 00:58:35.429 --> 00:58:39.409 asked Barry's assistant if they should come back later. At 889 00:58:39.449 --> 00:58:44.340 the time Jack K. joined Apotex, Canada's generic drug industry 890 00:58:44.440 --> 00:58:48.320 ran on a system called compulsory licensing. In simple terms, 891 00:58:48.679 --> 00:58:51.079 a generic company could get a license to make a 892 00:58:51.139 --> 00:58:54.719 copy of a patented brand-name drug, as long as it 893 00:58:54.739 --> 00:58:58.510 could prove its version was identical. In exchange, it paid 894 00:58:58.550 --> 00:59:02.150 the brand name company a royalty of 4% of its sales. 895 00:59:02.750 --> 00:59:05.789 For a company like Apotex, it was a fantastic deal. 896 00:59:05.789 --> 00:59:10.860 4% was basically nothing. Barry and Jack went looking for 897 00:59:10.880 --> 00:59:15.039 the biggest target they could find. In 1982, the pharmaceutical 898 00:59:15.099 --> 00:59:19.320 company Glaxo had launched Zantac, a drug that treats acid 899 00:59:19.380 --> 00:59:22.960 reflux and ulcers, and it had quickly become the best-selling 900 00:59:23.000 --> 00:59:27.500 drug in Canada. Apotex spent five years formulating its own 901 00:59:27.559 --> 00:59:31.320 version and getting it approved. they found an Italian supplier 902 00:59:31.360 --> 00:59:36.820 for the active ingredient, a compound called retinidine, and in 1987, 903 00:59:36.820 --> 00:59:42.289 Apotec's generic Zantac hit pharmacy shelves. Their biggest domestic rival, 904 00:59:42.730 --> 00:59:47.070 a company called Novapharm, wasn't even close. Jack Kay told 905 00:59:47.170 --> 00:59:50.840 author Kevin Donovan, We were dancing. We finally did it. 906 00:59:51.219 --> 00:59:53.599 We are ahead of our competitors. We're going to make 907 00:59:53.619 --> 00:59:57.460 a lot of money. And with that they did. With 908 00:59:57.519 --> 01:00:02.110 their generic Zantac, Apotex became the largest generic drug company 909 01:00:02.150 --> 01:00:05.369 in Canada. And as the money came in, Berry and 910 01:00:05.429 --> 01:00:09.849 Honey began giving it away. In 1989, a prominent figure 911 01:00:09.949 --> 01:00:13.780 in Toronto's Jewish community called Berry about an emergency campaign 912 01:00:13.840 --> 01:00:17.800 called Operation Exodus, which was helping Jews from the collapsing 913 01:00:17.880 --> 01:00:22.599 Soviet Union emigrate to Israel. He asked, somewhat sheepishly, if 914 01:00:22.639 --> 01:00:25.110 he'd be crazy to ask Berry for a million dollars. 915 01:00:25.719 --> 01:00:28.179 Barry hung up, talked to Honey, and called the man 916 01:00:28.239 --> 01:00:30.250 back a few minutes later to tell him he'd write 917 01:00:30.289 --> 01:00:34.530 the check. Nearly 30 years later, filming that tribute video 918 01:00:34.570 --> 01:00:38.250 for UJA, the Shermans burst out laughing when Honey recalled 919 01:00:38.289 --> 01:00:44.840 what the fundraiser said afterward. He apparently said, Even in 920 01:00:44.880 --> 01:00:47.980 the lean early years, Barry had a habit of giving 921 01:00:48.079 --> 01:00:52.059 money away. One day in the 1970s, Fred Steiner was 922 01:00:52.119 --> 01:00:55.329 sitting in Barry's office when a rabbi called. A Hebrew 923 01:00:55.369 --> 01:00:59.159 school's bus for disabled children had broken down. Fred could 924 01:00:59.199 --> 01:01:02.800 hear the rabbi pleading his case through the receiver. Barry listened, 925 01:01:02.920 --> 01:01:05.300 and then asked how much it would cost. He said, 926 01:01:05.320 --> 01:01:07.239 In his unfinished 1996 memoir, Barry laid out his philosophy 927 01:01:07.320 --> 01:01:09.179 of wealth, and it's not what you might expect from 928 01:01:09.239 --> 01:01:21.389 one of the most generous men in Canada. He took 929 01:01:21.530 --> 01:01:24.369 aim at the old notion that with power and wealth 930 01:01:24.449 --> 01:01:37.590 comes obligation. He wrote, Because people are instinctively driven to 931 01:01:37.639 --> 01:01:41.420 help others, he argued, wealth gives you an opportunity to 932 01:01:41.480 --> 01:01:44.840 derive an extra measure of happiness by acting to help others, 933 01:01:45.340 --> 01:01:48.980 be it family, friends, members of our community, our country, 934 01:01:49.280 --> 01:01:53.369 or mankind at large. In other words, Barry did not 935 01:01:53.449 --> 01:01:55.510 give away his money because he thought he had to. 936 01:01:55.530 --> 01:01:58.260 He gave it away because it made him happy. He 937 01:01:58.840 --> 01:02:01.639 even had a theory, formed, he said, from years of 938 01:02:01.739 --> 01:02:06.179 charity fundraising, that atheists like him tended to be enormously 939 01:02:06.300 --> 01:02:11.679 more generous than people obsessively committed to seemingly absurd religious rituals. 940 01:02:12.780 --> 01:02:16.130 For Barry and Honey's four children, the Sherman House was 941 01:02:16.190 --> 01:02:19.210 a complicated place to grow up in. According to the 942 01:02:19.269 --> 01:02:22.840 people that author Kevin Donovan spoke with, Barry was, for 943 01:02:22.880 --> 01:02:26.280 most of his children's lives, an absent father. He worked 944 01:02:26.519 --> 01:02:28.989 six days a week at Apotex and worked from home 945 01:02:29.050 --> 01:02:32.030 on Sundays. He rarely saw his kids in the morning 946 01:02:32.090 --> 01:02:34.170 because he got up late, and he rarely saw them 947 01:02:34.210 --> 01:02:36.690 at

night because he worked late. That's why, as we 948 01:02:36.730 --> 01:02:39.070 heard in Part 1, Jonathan could stand up at his 949 01:02:39.090 --> 01:02:42.250 parents' funeral and say that he remembered every single game 950 01:02:42.289 --> 01:02:45.510 that his father came to watch. There weren't many of them. 951 01:02:45.969 --> 01:02:49.360 What Barry did give his children was money. And Honey, 952 01:02:49.579 --> 01:02:52.809 according to friends, did not approve. She had grown up 953 01:02:52.849 --> 01:02:55.530 in a household where every square inch was rented out, 954 01:02:55.789 --> 01:02:57.750 and she was careful with money to a degree that 955 01:02:57.769 --> 01:03:02.000 her friends sometimes found baffling. Author Kevin Donovan describes an 956 01:03:02.039 --> 01:03:05.980 episode from Lauren's childhood, related by other parents, in which 957 01:03:05.980 --> 01:03:08.760 30 friends came to a birthday party and Honey had 958 01:03:08.780 --> 01:03:11.929 the wrapped presents set aside for weeks before Lauren was 959 01:03:11.969 --> 01:03:15.070 allowed to open them. When Jonathan was in grade one 960 01:03:15.289 --> 01:03:18.860 and needed a weekly donation for school, Barry mumbled from 961 01:03:18.909 --> 01:03:21.099 under the covers that his wallet was on the dresser 962 01:03:21.159 --> 01:03:24.179 and to take what he needed. That afternoon, the school 963 01:03:24.260 --> 01:03:28.440 called Honey. Jonathan had apparently put nine $ 100 bills into 964 01:03:28.460 --> 01:03:38.480 the collection jar. She went and got most of it back. 965 01:03:38.579 --> 01:03:42.750 In 1985, with Apotex growing fast and three children at home, 966 01:03:43.110 --> 01:03:46.139 and a fourth still to come, Barry and Honey bought 967 01:03:46.219 --> 01:03:49.340 a building lot on Old Colony Road in North York. 968 01:03:49.960 --> 01:03:52.579 It was a quiet, winding street of large houses set 969 01:03:52.619 --> 01:03:55.619 back from the road, a few minutes from Bayview Avenue, 970 01:03:55.980 --> 01:03:58.360 in a neighborhood that had been home to Jewish families 971 01:03:58.420 --> 01:04:01.659 for decades. And on it, the Shermans built what, in 972 01:04:01.699 --> 01:04:05.860 its day, was a spectacular house. The walls were poured concrete, 973 01:04:06.119 --> 01:04:08.269 and much of the light came in through panels of 974 01:04:08.409 --> 01:04:11.349 opaque glass block, which was very much the look of 975 01:04:11.389 --> 01:04:15.619 the 1980s. The main floor alone was 3,600 square feet, 976 01:04:16.079 --> 01:04:18.880 anchored by a grand foyer with a chandelier and a 977 01:04:18.929 --> 01:04:23.769 curved staircase. Upstairs, there were six bedrooms, marble bathrooms and 978 01:04:23.829 --> 01:04:27.070 jacuzzi tubs, and a master suite with its own sitting 979 01:04:27.150 --> 01:04:31.010 area and fireplace. In the backyard, there was an outdoor pool, 980 01:04:31.389 --> 01:04:34.690 two patios, and a tennis court. Counting the lower level, 981 01:04:34.969 --> 01:04:38.440 the whole thing was well over 12,000 square feet. And 982 01:04:38.460 --> 01:04:41.750 the lower level was where things got really ambitious. A 983 01:04:41.809 --> 01:04:45.199 ramp beside the driveway led down to a six-car underground 984 01:04:45.260 --> 01:04:49.000 garage tucked into the basement, with utility rooms and a 985 01:04:49.059 --> 01:04:52.460 recreation room at one end. At the other end, stretching 986 01:04:52.519 --> 01:04:55.880 north beneath the tennis court, was a second pool, a 987 01:04:55.960 --> 01:04:59.630 long indoor lap pool, lined with more glass block where 988 01:04:59.650 --> 01:05:02.309 you could swim year-round. To get to it, you went 989 01:05:02.349 --> 01:05:05.309 down a wide hallway lined with glass. At the end 990 01:05:05.349 --> 01:05:07.269 of the hallway, there was a glass door with a 991 01:05:07.349 --> 01:05:10.190 magnetic lock, and on the wall beside it, there was 992 01:05:10.230 --> 01:05:13.460 a button that released it. When the house was finished, 993 01:05:13.820 --> 01:05:16.710 Barry was not happy with it. He apparently called it 994 01:05:16.789 --> 01:05:20.650 a disaster. He believed the builders and contractors had done 995 01:05:20.769 --> 01:05:24.150 shoddy work, and so, of course, he sued them. It 996 01:05:24.190 --> 01:05:27.400 took six years. By the time the lawsuit was over, 997 01:05:27.699 --> 01:05:31.840 according to author Kevin Donovan, Barry had recouped about $ 2 998 01:05:31.400 --> 01:05:34.760 million of the roughly $ 2. 3 million that the house had 999 01:05:34.800 --> 01:05:37.449 cost to build. It wasn't even the first time he 1000 01:05:37.489 --> 01:05:40.210 had pulled that little maneuver. He had sued over an 1001 01:05:40.349 --> 01:05:44.070 earlier house built back in the 1970s, over a toilet 1002 01:05:44.190 --> 01:05:47.630 that wasn't installed on schedule. If Barry Sherman had a 1003 01:05:47.690 --> 01:05:50.849 contract for anything, and he believed you broke it in 1004 01:05:50.969 --> 01:05:54.429 any minor way, he would take you to court. Every time. 1005 01:05:54.949 --> 01:05:58.909 Despite the alleged shoddy work, the Shermans moved into the house. 1006 01:05:59.510 --> 01:06:02.909 They raised their four children there. Honey filled it with 1007 01:06:03.050 --> 01:06:07.530 orchids and people and noise. Barry mostly came home late 1008 01:06:07.769 --> 01:06:10.690 and worked in his home office on Sundays. The glass 1009 01:06:10.750 --> 01:06:13.090 block pool at the far end of the basement was 1010 01:06:13.170 --> 01:06:17.309 rarely used. By 2017, according to one of the people 1011 01:06:17.369 --> 01:06:20.670 closest to the family, the water in it had gone green. 1012 01:06:21.170 --> 01:06:23.409 They would live in that house for more than 30 years. 1013 01:06:37.699 --> 01:06:41.130 In 1996, when Barry sat down in the Serengeti to 1014 01:06:41.150 -->

01:06:43.769 write his memoir, he got as far as the founding 1015 01:06:43.809 --> 01:06:46.969 of Apotex. He laid out his plan for the new company. 1016 01:06:47.670 --> 01:06:51.690 One of every machine, five employees, tablets only, the dozen 1017 01:06:51.730 --> 01:06:54.329 drugs they could sell right away. And then he wrote 1018 01:06:54.449 --> 01:06:58.130 one short sentence. We followed this plan, and it worked. 1019 01:06:59.050 --> 01:07:01.929 Below that, in parentheses, is the last line that he 1020 01:07:01.989 --> 01:07:05.780 ever wrote in this unfinished manuscript. A lot more to come. 1021 01:07:06.809 --> 01:07:11.230 He had planned 13 chapters in total. He wrote only five. 1022 01:07:11.800 --> 01:07:14.030 The chapters he never got to were going to be 1023 01:07:14.070 --> 01:07:16.920 about the fights that defined the next 20 years of 1024 01:07:16.960 --> 01:07:20.219 his life, and he had already given them titles. Not 1025 01:07:20.239 --> 01:07:24.500 gonna lie, some of them are kinda bangers. The Insatiable Cartel, 1026 01:07:25.219 --> 01:07:29.659 Treason in Ottawa, Animal Farm, Going for the Kill, The 1027 01:07:29.760 --> 01:07:33.900 Enemy Within. In part three of the series, we're gonna 1028 01:07:33.960 --> 01:07:37.469 try and tell those chapters for Barry, We'll go over 1029 01:07:37.800 --> 01:07:40.920 his wars with the biggest drug companies on Earth, and 1030 01:07:40.980 --> 01:07:44.280 with his own government, and with his rivals. We'll talk 1031 01:07:44.320 --> 01:07:47.559 about the frugal billionaire who gave away a fortune, and 1032 01:07:47.579 --> 01:07:50.380 the people who came to him for it. Old friends 1033 01:07:50.579 --> 01:07:54.440 and new ones. Business partners. A beer baron and a 1034 01:07:54.480 --> 01:07:59.349 movie producer. His own children. And four orphaned cousins who 1035 01:07:59.389 --> 01:08:01.630 grew up and came back looking for what they believed 1036 01:08:01.690 --> 01:08:05.050 was theirs. and will try to follow Barry and Honey 1037 01:08:05.190 --> 01:08:08.889 all the way to a Wednesday in December of 2017, 1038 01:08:08.889 --> 01:08:10.460 when she told him that she would see him at 1039 01:08:10.500 --> 01:08:14.579 the office at 5. All that, on the next episode 1040 01:08:14.860 --> 01:08:54.930 of Unresolved. Thank you for listening to this episode of Unresolved. 1041 01:08:55.470 --> 01:08:57.569 Before we go, I want to thank the people who 1042 01:08:57.609 --> 01:09:01.770 make this show possible. The producers of Unresolved, who support 1043 01:09:01.789 --> 01:09:19.119 it every single month on Patreon. They are... Stacy Hauser, 1044 01:09:19.539 --> 01:09:26.000 Kevin Tweedy, Heather Fidler, Anna T, Cece, Tabitha Colvin, Donya Alchemist, 1045 01:09:26.539 --> 01:09:32.390 Trixie Fink, Beck Empress, Marcus Mitchell, Caroline Dijon, Catherine Rich, 1046 01:09:32.939 --> 01:09:40.350 Thomas Budkin, Sophie Wise, J-Law, Leticia Ortiz, Fractalman, Jamie Stevenson, 1047 01:09:40.710 --> 01:09:44.770 and Amy Haynes. Thank you all so much. Each and 1048 01:09:44.850 --> 01:09:47.010 every one of you keeps the lights on around here, 1049 01:09:47.270 --> 01:09:50.250 and I am so incredibly grateful. If you are listening 1050 01:09:50.270 --> 01:09:52.050 to this podcast and you would like to hear your 1051 01:09:52.149 --> 01:09:55.310 own name on that list, please head over to patreon.com 1052 01:09:55.350 --> 01:09:59.229 slash unresolvedpod. A dollar a month gets you every episode 1053 01:09:59.399 --> 01:10:04.920 early and ad-free. $ 2. 50 adds the unresolved bonus episodes. $ 5 1054 01:10:04.859 --> 01:10:07.859 gets you Resolved, the show we make just for Patreon. 1055 01:10:08.359 --> 01:10:11.060 And then higher tiers come with stuff like a producer credit. 1056 01:10:11.420 --> 01:10:13.119 which means that I'll read your name at the end 1057 01:10:13.140 --> 01:10:16.079 of episodes just like this one. If a monthly pledge 1058 01:10:16.220 --> 01:10:19.649 isn't doable right now, that is completely okay, because one 1059 01:10:19.689 --> 01:10:21.439 of the most valuable things you can do for this 1060 01:10:21.479 --> 01:10:24.489 show is completely free. You can leave us a rating 1061 01:10:24.550 --> 01:10:28.130 and a review for Unresolved on Spotify, Apple Podcasts, or 1062 01:10:28.189 --> 01:10:31.689 wherever you happen to be listening. There's no network behind 1063 01:10:31.729 --> 01:10:34.710 this podcast. Never has been, never will be. We have 1064 01:10:34.750 --> 01:10:39.130 no investors, no celebrity endorsements, no board games, no cruises. 1065 01:10:39.829 --> 01:10:42.369 It's just me, the people you heard on that list, 1066 01:10:42.789 --> 01:10:46.619 and listeners like yourself, leaving reviews and telling friends about it. 1067 01:10:46.989 --> 01:10:49.149 For a show like this one, that's how new people 1068 01:10:49.189 --> 01:10:52.020 find us. And whatever help you can give means more 1069 01:10:52.060 --> 01:10:54.579 than I can say. Thank you all for what you do. 1070 01:10:55.159 --> 01:10:58.760 Next week, we will keep untangling the strange and sordid 1071 01:10:58.859 --> 01:11:02.140 history of Barry and Honey Sherman. But until then, please 1072 01:11:02.500 --> 01:11:06.659 stay safe, stay healthy, and take care of yourselves. Bye.