Case 3:21-cv-01980-CAB-JLB Document 1 Filed 11/23/21 PageID.1 Page 1 of 25
`
`
` 1
`
` 2
`
` 3
`
` 4
`
` 5
`
` 6
`
` 7
`
` 8
`
` 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`27
`
`28
`
`Ashok Ramani (SBN 200020)
`DAVIS POLK & WARDWELL LLP
`1600 El Camino Real
`Menlo Park, California 94025
`Tel:
`(650) 752-2000
`Fax: (650) 752-2111
`ashok.ramani@davispolk.com
`
`Dana M. Seshens (NY SBN 4148128)
`(pro hac vice application forthcoming)
`DAVIS POLK & WARDWELL LLP
`450 Lexington Avenue
`New York, New York 10017
`Tel:
`(212) 450-4000
`Fax: (212) 701-5800
`dana.seshens@davispolk.com
`
`Attorneys for Plaintiff Pfizer Inc.
`
`
`UNITED STATES DISTRICT COURT
`
`FOR THE SOUTHERN DISTRICT OF CALIFORNIA
`
`PFIZER INC.,
`
`- against -
`
`CHUN XIAO LI and DOES 1-5,
`
`Defendants.
`
`Plaintiff,
`
`Civil Action No.___________________
`
`COMPLAINT
`
`Plaintiff PFIZER INC., (“Pfizer”), through its undersigned attorneys, Davis
`
`Polk & Wardwell LLP, as and for its Complaint against Defendant CHUN XIAO
`
`LI (“Li”) and DOES 1-5, respectfully alleges, upon knowledge as to itself, and
`
`otherwise upon information and belief, as follows:
`
`SUMMARY OF THE ACTION
`
`1.
`
`Conventional wisdom says that the cover up is worse than the crime.
`
`Pfizer is not yet sure whether that is the case here, and thus comes to this Court for
`
`1
`
`COMPLAINT
`
`'21
`
`CV1980
`
`JLB
`
`CAB
`
`

`

`Case 3:21-cv-01980-CAB-JLB Document 1 Filed 11/23/21 PageID.2 Page 2 of 25
`
`
` 1
`
` 2
`
` 3
`
` 4
`
` 5
`
` 6
`
` 7
`
` 8
`
` 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`27
`
`28
`
`expedited relief in support of arbitration. What Pfizer can say for sure is that its
`
`soon-to-be former employee Chun Xiao (Sherry) Li uploaded over 12,000 files—
`
`including scores of confidential Pfizer documents—from her Pfizer-issued laptop
`
`to a personal Google Drive account and onto other personal devices. Upon
`
`learning of Ms. Li’s troubling conduct, Pfizer addressed it with her. Although Ms.
`
`Li initially gave the appearance of cooperation, it turns out that Ms. Li instead has
`
`misled Pfizer about what she took, how she took it, when and why she did it, and
`
`where those files (and possibly others) can be found today.
`
`2.
`
`For over 150 years, Pfizer has been an industry leader in the
`
`development of vaccines and drugs for the treatment of life-threatening diseases.
`
`As just one example, Pfizer has been at the forefront of the global effort to develop
`
`a vaccine for COVID-19. Through hard work, ingenuity, perseverance, and
`
`billions of dollars in capital expense, Pfizer secured the first emergency-use
`
`authorization in the United States for its COVID-19 vaccine in December 2020.
`
`Pfizer’s work related to COVID-19 and other debilitating diseases such as
`
`urothelial carcinoma, Merkel cell carcinoma, and non-small-cell lung cancer, to
`
`name but a few, saves tens of thousands of lives each year.
`
`3.
`
`Success breeds imitation, and competitors have been trying to recruit
`
`Pfizer’s employees relentlessly, especially during 2021. The vast majority of
`
`Pfizer employees choose to remain at Pfizer, pleased to remain on a winning team
`
`that recognizes individuals’ efforts with generous compensation packages and
`
`advancement opportunities within Pfizer. Not so for Ms. Li, who decided to leave
`
`Pfizer for a competitor believed to be Xencor, Inc.
`
`4.
`
`Had Ms. Li left Pfizer honorably, she would not be named in this
`
`Complaint. But she made a different choice: on her way out the door, she
`
`transferred onto personal accounts and devices over 12,000 files, scores of which
`
`contain Pfizer confidential and trade-secret information, and tried covering her
`
`tracks repeatedly. She went so far as to provide Pfizer’s security team a decoy
`
` 2
`
`COMPLAINT
`
`

`

`Case 3:21-cv-01980-CAB-JLB Document 1 Filed 11/23/21 PageID.3 Page 3 of 25
`
`
` 1
`
` 2
`
` 3
`
` 4
`
` 5
`
` 6
`
` 7
`
` 8
`
` 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`27
`
`28
`
`laptop, leading Pfizer to believe it was the one she used to download the 12,000
`
`files from her Google Drive account. Forensic analyses confirmed it was not, and
`
`Ms. Li (or somebody else, including potentially DOES 1-5) likely remains in
`
`possession of the actual computer that contains those 12,000 files.
`
`5.
`
`Pfizer believes in robust, fair competition. It was specifically that sort
`
`of competition that led Pfizer and its competitors to develop different COVID-19
`
`vaccines with record-breaking speed. And it is specifically that sort of competition
`
`that compels Pfizer and its competitors to push the boundaries to develop other
`
`blockbuster medications. It would be unjust to permit Ms. Li and anybody with
`
`whom she may be working in concert to trade on Pfizer’s successes and
`
`experience, whether at Xencor or elsewhere, by leveraging the numerous
`
`confidential Pfizer documents she took without permission and refuses to return.
`
`6.
`
`Pfizer therefore brings this action against Ms. Li and DOES 1-5 for
`
`(a) misappropriation of trade secrets in violation of the Defend Trade Secrets Act
`
`of 2016 (“DTSA”), 18 U.S.C. § 1836, et seq., and the California Uniform Trade
`
`Secrets Act (“CUTSA”), Cal. Civ. Code § 3426, et seq.; (b) breach of contract; (c)
`
`conversion; and (d) trespass to chattel. Pfizer concurrently seeks a temporary
`
`restraining order and injunctive relief to preserve the status quo and prevent further
`
`irreparable harm while Pfizer promptly commences arbitration proceedings in
`
`accordance with the terms of Ms. Li’s Mutual Arbitration and Class Waiver
`
`Agreement.
`
`PARTIES
`
`7.
`
`Pfizer is a Delaware corporation, with its principal place of business at
`
`235 East 42nd Street, New York, New York 10017. As part of its business, Pfizer
`
`is involved in researching, developing, making and selling pharmaceutical
`
`products, including vaccines, which it distributes in California, throughout the
`
`United States, and around the world.
`
` 3
`
`COMPLAINT
`
`

`

`Case 3:21-cv-01980-CAB-JLB Document 1 Filed 11/23/21 PageID.4 Page 4 of 25
`
`
` 1
`
` 2
`
` 3
`
` 4
`
` 5
`
` 6
`
` 7
`
` 8
`
` 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`27
`
`28
`
`8. Ms. Li resides, on information and belief, in San Diego, California.
`
`Ms. Li was hired in 2006 and currently serves as Associate Director of Statistics in
`
`Pfizer’s Global Product Development group at Pfizer’s facility in La Jolla,
`
`California. Ms. Li informed Pfizer that she intends to resign effective November
`
`24, 2021.
`
`9.
`
`The true names and capacities, whether individual, corporate,
`
`associate or otherwise, of DOES 1 through 5 are unknown to Pfizer, who therefore
`
`sues them by fictitious names. DOES 1 through 5, on information and belief, are
`
`individuals or corporations who acted or are acting in concert with Ms. Li in
`
`connection with the misappropriation of Pfizer’s trade-secret and confidential
`
`information and/or knowingly and intentionally have acquired, disclosed, and/or
`
`used Pfizer’s trade-secret and confidential information. Pfizer will amend this
`
`Complaint to state the true names and capacities of DOES 1 through 5 once they
`
`have been ascertained.
`
`JURISDICTION AND VENUE
`
`10. This action arises under the DTSA, 18 U.S.C. § 1836, et seq., as well
`
`as under California and New York law. This Court has federal-question
`
`jurisdiction over this action pursuant to 28 U.S.C. § 1331 because Pfizer has claims
`
`for misappropriation of trade secrets under the DTSA, 18 U.S.C. § 1836(c). This
`
`Court has supplemental jurisdiction over the state-law claims alleged in this
`
`complaint pursuant to 28 U.S.C. § 1367.
`
`11. This Court has personal jurisdiction over Ms. Li because she is a
`
`resident of the State of California. Ms. Li has also had continuous and systematic
`
`contacts with the State of California by and through her employment with Pfizer at
`
`its facility in La Jolla, California where, upon information and belief, a substantial
`
`part of the actions causing Pfizer’s injuries and giving rise to Pfizer’s claims
`
`occurred. Ms. Li has also purposefully directed business activities at the State of
`
`California, which constitute at least minimum contacts with the State of California
`
` 4
`
`COMPLAINT
`
`

`

`Case 3:21-cv-01980-CAB-JLB Document 1 Filed 11/23/21 PageID.5 Page 5 of 25
`
`
` 1
`
` 2
`
` 3
`
` 4
`
` 5
`
` 6
`
` 7
`
` 8
`
` 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`27
`
`28
`
`such that the maintenance of this suit in this Court does not offend traditional
`
`notions of fair play and substantial justice.
`
`12. Venue is proper in this Court because Ms. Li is subject to the personal
`
`jurisdiction of this Court, and because a substantial part of the events giving rise to
`
`Pfizer’s claims and causing Pfizer’s injuries occurred at Pfizer’s facility in La
`
`Jolla, California, i.e., within this Judicial District. Further, based on information
`
`and belief, Ms. Li resides within this Judicial District.
`
`FACTUAL ALLEGATIONS
`
`13. Due to the sheer number of documents Ms. Li misappropriated, Pfizer
`
`has yet to understand the full scope of trade-secret and confidential information in
`
`her possession. While Ms. Li possesses thousands of documents potentially related
`
`to numerous Pfizer vaccines, drugs, and other innovations, this Complaint focuses
`
`on Pfizer’s COVID-19 vaccine and its avelumab and elranatamab monoclonal
`
`antibodies.
`
`Background on the Covid-19 Vaccine
`
`14. As the COVID-19 pandemic spread globally, Pfizer decided that it
`
`had a moral and scientific imperative to develop and bring to the public a vaccine
`
`as quickly as possible. On March 17, 2020, Pfizer signed a letter of intent to
`
`partner with BioNTech to co-develop an mRNA-based coronavirus vaccine
`
`program, BNT162, aimed at preventing COVID-19 disease. The collaboration
`
`leverages Pfizer’s expertise in vaccine research and development, regulatory
`
`capabilities, and global manufacturing and distribution network.
`
`15. To date, Pfizer has invested over $2 billion of its own capital to
`
`develop its COVID-19 vaccine and has dedicated hundreds of Pfizer scientists,
`
`strategists, and other personnel to the COVID-19 vaccine effort. By risking its
`
`own investment, rather than relying on government funds, Pfizer could be more
`
`nimble in the development of the vaccine.
`
` 5
`
`COMPLAINT
`
`

`

`Case 3:21-cv-01980-CAB-JLB Document 1 Filed 11/23/21 PageID.6 Page 6 of 25
`
`
` 1
`
` 2
`
` 3
`
` 4
`
` 5
`
` 6
`
` 7
`
` 8
`
` 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`27
`
`28
`
`16. The speed at which Pfizer was able to develop and gain approval of its
`
`vaccine was not due only to pandemic-related efforts and spending. Rather, Pfizer
`
`had recently reorganized its research and development arm into biotech-like
`
`subdomains, allowing for better start-to-finish ownership of new products, like the
`
`COVID-19 vaccine. Moreover, Pfizer leveraged its prior breakthrough innovations
`
`in the antiviral space to create the COVID-19 vaccine in record time.
`
`17. Beginning in March 2020, Pfizer conducted numerous clinical trials
`
`and made various regulatory submissions in collaboration with BioNTech, in an
`
`effort to obtain emergency use authorization for the vaccine from the Food and
`
`Drug Administration (“FDA”). The FDA so authorized the Pfizer-BioNTech
`
`COVID-19 vaccine on or about December 11, 2020, making it the first COVID-19
`
`vaccine available to the general public. The FDA has since fully approved the
`
`vaccine for individuals 16 and older and has extended emergency use authorization
`
`for children as young as five years old. Needless to say, Pfizer’s vaccine has been
`
`a huge medical and commercial success.
`
`Background on Monoclonal Antibodies
`
`18. The COVID-19 vaccine has rightfully garnered significant praise and
`
`recognition around the world, but it should not overshadow the important work
`
`Pfizer does in other fields. For example, Pfizer is a world leader in the research
`
`and development of monoclonal antibodies that combat rare and debilitating
`
`diseases.
`
`19.
`
`In general, a body’s immune system attacks foreign substances by
`
`generating a large number of antibodies, which are proteins that bind to certain
`
`targets in the body such as antigens that cause infections. Once an antibody
`
`attaches to an antigen, it triggers the body’s immune system to target and destroy
`
`cells containing that antigen. A monoclonal antibody is an antibody made in a
`
`laboratory that is designed to bind to a specific antigen, such as an antigen on the
`
`surface of a particular cancer cell. Once the monoclonal antibody binds to the
`
` 6
`
`COMPLAINT
`
`

`

`Case 3:21-cv-01980-CAB-JLB Document 1 Filed 11/23/21 PageID.7 Page 7 of 25
`
`
` 1
`
` 2
`
` 3
`
` 4
`
` 5
`
` 6
`
` 7
`
` 8
`
` 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`27
`
`28
`
`cancer cell, the body begins targeting and destroying cells like it. Monoclonal
`
`antibodies may also be designed to target immune system cells to increase their
`
`activity against cancer cells.
`
`20. One of the greatest challenges with respect to developing monoclonal
`
`antibodies is identifying the right antigen to target. It takes years of research and
`
`development, trial and error work, and hundreds of millions of dollars in
`
`investment capital to investigate a potential new monoclonal antibody. Most
`
`investigational monoclonal antibodies turn out to be failures, and the few that make
`
`it past early phase studies require even more resources and capital to bring to
`
`market. Simply stated, finding the right antigen to target and developing a
`
`compatible monoclonal antibody requires absolute precision; anything short of that
`
`would fail to improve patients’ health and could even prove fatal.
`
`21.
`
`In 2014, Pfizer entered into an agreement with Merck KGaA to co-
`
`develop avelumab, a groundbreaking monoclonal antibody now sold under the
`
`tradename Bavencio. Avelumab is FDA-approved to treat a specific type of cancer
`
`in the bladder or urinary tract called urothelial carcinoma (UC) when it has spread
`
`or cannot be removed by surgery. It is also approved for patients with a rare and
`
`aggressive form of skin cancer called Merkel cell carcinoma. Pfizer is currently
`
`researching whether avelumab could treat other forms of cancer, and whether
`
`avelumab could be effectively combined with other drugs. Pfizer has invested over
`
`millions of dollars in the research and development of avelumab and as a direct
`
`result has saved countless lives.
`
`22. Following in the footsteps of avelumab, Pfizer scientists discovered
`
`and began developing elranatamab, a bispecific monoclonal antibody. Bispecific
`
`monoclonal antibodies are antibodies that can simultaneously bind to two different
`
`types of antigens or two different target sites on the same antigen. Pfizer scientists
`
`believe elranatamab could be effective in treating multiple myeloma, a rare blood
`
`cancer that affects plasma cells made in the bone marrow. There is currently a
`
` 7
`
`COMPLAINT
`
`

`

`Case 3:21-cv-01980-CAB-JLB Document 1 Filed 11/23/21 PageID.8 Page 8 of 25
`
`
` 1
`
` 2
`
` 3
`
` 4
`
` 5
`
` 6
`
` 7
`
` 8
`
` 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`27
`
`28
`
`high unmet medical need for treating multiple myeloma, and Pfizer is in a race
`
`with its competitors to develop more advanced treatments. Recently, the FDA
`
`granted elranatamab Fast Track Designation, which is a process designed to
`
`facilitate the development, and expedite the review, of new drugs and vaccines that
`
`are intended to treat or prevent serious conditions that have the potential to address
`
`an unmet medical need. To date, Pfizer has invested millions of dollars in the
`
`research and development of elranatamab, as it hopes elranatamab will prove to be
`
`the company’s next blockbuster drug.
`
`Ms. Li’s Employment at Pfizer
`
`23. On August 2, 2006, Pfizer hired Ms. Li as Associate Director of
`
`Statistics in Pfizer’s Global Product Development (“GPD”) group based in China.
`
`On or around August 22, 2016, Ms. Li transferred to Pfizer’s facility in La Jolla,
`
`California and continued her role as Associate Director of Statistics.
`
`24. Pfizer’s GPD group is responsible for evaluating drug efficacy and
`
`safety in human clinical trials to obtain regulatory approval for drugs. Given her
`
`role and responsibilities as Associate Director of Statistics, Ms. Li had access to
`
`highly confidential, proprietary, and trade-secret information related to numerous
`
`vaccines and medications, including the COVID-19 vaccine, avelumab, and
`
`elranatamab.
`
`25. GPD employees are well aware of their obligations to safeguard Pfizer
`
`confidential information. In addition to supervisors constantly issuing reminders
`
`about confidentiality at meetings and discussions, Pfizer conducts periodic
`
`trainings designed to ensure that employees are aware of the policies and
`
`expectations around data security. For example, Ms. Li was required to take a
`
`course titled “Collaborate Securely: Safeguarding Sensitive Pfizer Information”
`
`that detailed the importance of safeguarding Pfizer confidential information. Ms.
`
`Li took this training three times in the last five years, on April 17, 2020, May 8,
`
`2018, and January 20, 2017. Ms. Li also took required trainings on the “Blue
`
` 8
`
`COMPLAINT
`
`

`

`Case 3:21-cv-01980-CAB-JLB Document 1 Filed 11/23/21 PageID.9 Page 9 of 25
`
`
` 1
`
` 2
`
` 3
`
` 4
`
` 5
`
` 6
`
` 7
`
` 8
`
` 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`27
`
`28
`
`Book,” the Pfizer employee manual, on February 16, 2021, February 13, 2019,
`
`April 18, 2017, and November 23, 2016. This training included reminders about
`
`Pfizer’s corporate policies regarding safeguarding sensitive information.
`
`26.
`
`In addition, as part of her employment with Pfizer, Ms. Li entered into
`
`a Confidentiality Agreement, which imposed a number of restrictions on Ms. Li’s
`
`activities during and after her employment. For example, by virtue of executing
`
`the Confidentiality Agreement, Ms. Li agreed not to “disclose or use any
`
`Confidential Information” without Pfizer’s written permission, other than in the
`
`course of her employment with Pfizer. Ms. Li also agreed to “return within 48
`
`hours” of her termination “all Company property and material within [her]
`
`possession, whether confidential or proprietary or that in any way relates to the
`
`business of the Company or any of its subsidiaries or affiliates.”
`
`Pfizer’s Protection of Its Confidential, Proprietary, and Trade-Secret Information
`
`27. Pfizer’s confidential, proprietary, and trade-secret information is used
`
`in connection with Pfizer’s business, products, and services, including its
`
`development, manufacture, and sale of drugs and vaccines.
`
`28. Pfizer’s confidential, proprietary, and trade-secret information gives
`
`Pfizer a substantial competitive advantage over its existing and would-be
`
`competitors, including Xencor, due to the significant investment of time, money,
`
`and resources in developing drug and vaccine programs, the drugs and vaccines
`
`themselves, as well as the overall business strategy and business plans for such
`
`programs, drugs, and vaccines. These advantages provide significant value to
`
`Pfizer over its competitors, such as Xencor.
`
`29. Pfizer employs a set of robust measures to protect its intellectual
`
`property. Those measures include employing a dedicated team of in-house
`
`forensics specialists, tracking employee activity on company devices, and using
`
`automated monitoring alerts to escalate suspicious employee activity.
`
` 9
`
`COMPLAINT
`
`

`

`Case 3:21-cv-01980-CAB-JLB Document 1 Filed 11/23/21 PageID.10 Page 10 of 25
`
`
` 1
`
` 2
`
` 3
`
` 4
`
` 5
`
` 6
`
` 7
`
` 8
`
` 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`27
`
`28
`
`30. Additionally, Pfizer employs a variety of employee-facing data-
`
`security measures including policies, agreements, and blocks on certain activity.
`
`For example, Pfizer’s Systems Policy #403 prohibits “unauthorized . . . disclosure,
`
`transfer, use or unapproved release of Pfizer Information,” the use of
`
`“unauthorized devices (e.g. personal/home computers and laptops, public
`
`computers, etc.) . . . to transmit, store or work on Pfizer Information,” and the
`
`“[u]nauthorized use of non-Pfizer cloud service accounts for the storage,
`
`computation or transfer of Pfizer information.” In furtherance of this prohibition
`
`on non-Pfizer cloud service accounts, in October 2021, Pfizer implemented a
`
`technology that monitors when employees upload files to cloud-based platforms
`
`such as Google Drive. Additionally, in 2019, Pfizer disabled USB access on all
`
`company laptops to prevent unauthorized transfer of Pfizer files onto external hard
`
`drives.
`
`31. Pfizer requires employees to sign, as a condition of employment,
`
`agreements obligating employees to protect Pfizer’s confidential documents,
`
`information, trade secrets, and intellectual property.
`
`32. Pfizer’s confidential, proprietary, and trade-secret information derives
`
`independent economic value from not being generally known to the public or other
`
`person who can obtain economic value from their disclosure, and from not being
`
`readily ascertainable by proper means.
`
`Pfizer’s Investigation of Ms. Li’s Suspicious Digital Activity
`
`33. As part of Pfizer’s tracking of employee activity on company devices,
`
`Pfizer’s security team discovered on October 29, 2021, that, between Saturday,
`
`October 23, 2021 and Tuesday, October 26, 2021, Ms. Li transferred over 12,000
`
`files from her Pfizer laptop to an online Google Drive account. Ms. Li was “out of
`
`the office” on October 25–26, but, unbeknownst to Pfizer, she was conducting
`
`mass transfers of files from her Pfizer laptop to her Google Drive account during
`
`that time. Pfizer immediately initiated a digital review of Ms. Li’s emails, her file
`
` 10
`
`COMPLAINT
`
`

`

`Case 3:21-cv-01980-CAB-JLB Document 1 Filed 11/23/21 PageID.11 Page 11 of 25
`
`
` 1
`
` 2
`
` 3
`
` 4
`
` 5
`
` 6
`
` 7
`
` 8
`
` 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`27
`
`28
`
`access, and her internet activity on her Pfizer-issued laptop. An investigation into
`
`Ms. Li’s Pfizer email account revealed that she had been interviewing with and had
`
`received an offer of employment from Xencor.
`
`34.
`
` Pfizer human-resources, security, and digital-forensics personnel
`
`spoke with Ms. Li twice on Friday, October 29, 2021. During the first
`
`conversation, which occurred over the telephone with Pfizer human-resources and
`
`security personnel, Ms. Li admitted to having transferred the files and claimed that
`
`she did so because she wanted to organize her files offline and have them for her
`
`own personal use. Ms. Li represented that she had transferred the files from the
`
`Google Drive onto an external hard drive using her personal laptop and had not
`
`copied the files elsewhere. A couple of hours later, Pfizer’s digital-forensics
`
`personnel had a second conversation with Ms. Li via videoconference. Between
`
`the two conversations, Ms. Li logged onto her Google Drive account and deleted
`
`all of the files saved there. During the second conversation, after Ms. Li disclosed
`
`that she had deleted all the files from her Google Drive account, Pfizer personnel
`
`asked Ms. Li to come to Pfizer’s La Jolla office on Monday, November 1, and turn
`
`over her external hard drive and personal laptop for inspection. Ms. Li expressed
`
`reluctance to provide her personal laptop, explaining that it contained personal
`
`information, but ultimately agreed to do so. Later that night, Pfizer personnel
`
`subsequently deactivated Ms. Li’s Pfizer system access, her laptop, and her badge.
`
`35. On November 1, 2021, Ms. Li came in to Pfizer’s offices in La Jolla
`
`to return her Pfizer-issued laptop. Ms. Li also provided a personal laptop that she
`
`led Pfizer to believe was the one she used to download the Pfizer documents from
`
`her Google Drive account onto her external hard drive, as well as the external hard
`
`drive itself. Pending completion of Pfizer’s forensic analyses of the devices, Pfizer
`
`placed Ms. Li on paid administrative leave.
`
`36. The forensic examination of Ms. Li’s devices revealed that Ms. Li had
`
`not been truthful with Pfizer. Specifically, the forensic examination showed that
`
` 11
`
`COMPLAINT
`
`

`

`Case 3:21-cv-01980-CAB-JLB Document 1 Filed 11/23/21 PageID.12 Page 12 of 25
`
`
` 1
`
` 2
`
` 3
`
` 4
`
` 5
`
` 6
`
` 7
`
` 8
`
` 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`27
`
`28
`
`Ms. Li downloaded the 12,000 files to a folder having a file path
`
`“C:\Users\cli\Downloads.” This is the Downloads folder associated with a user
`
`having a user profile “cli,” which coincides with Ms. Li’s first initial and last
`
`name. No such user profile or folder exists on Ms. Li’s Pfizer-issued laptop, the
`
`personal laptop she provided Pfizer, or the external hard drive. In the opinion of
`
`the experienced forensics analyst who conducted the analysis, the most likely
`
`explanation for this discrepancy is that Ms. Li provided Pfizer with a personal
`
`laptop other than the one she used to download the 12,000 files. The forensics
`
`analysis also revealed that the laptop Ms. Li had provided to Pfizer was hardly
`
`used during the week of October 25 when the downloads occurred, corroborating
`
`that she most likely used a different laptop to initiate the downloads. This conduct
`
`casts doubt on Ms. Li’s truthfulness but, far more troublingly for Pfizer, indicates
`
`that another, unknown laptop likely contains the 12,000 files she downloaded,
`
`which include scores of Pfizer confidential documents such as the examples
`
`discussed below.
`
`37. The forensic examination also showed that a significant number of
`
`Pfizer documents were deleted from Ms. Li’s external hard drive prior to turning it
`
`in. Specifically, forensic examination of Ms. Li’s external hard drive showed that
`
`hundreds of files and folders having Pfizer related names were deleted the night of
`
`Saturday, October 30, 2021. She turned the hard drive over to Pfizer on Monday,
`
`November 1, 2021 without mentioning anything about these deleted files.
`
`Ms. Li Misappropriates Pfizer’s Trade Secrets
`
`38. Ms. Li has misappropriated Pfizer information concerning a broad
`
`range of topics, including confidential, proprietary, and trade-secret information
`
`regarding Pfizer’s COVID-19 vaccine and monoclonal antibody programs.
`
`Pfizer’s investigation of the more than 12,000 files is ongoing, but below are some
`
`examples of documents Ms. Li misappropriated that contain such highly sensitive
`
`information:
`
` 12
`
`COMPLAINT
`
`

`

`Case 3:21-cv-01980-CAB-JLB Document 1 Filed 11/23/21 PageID.13 Page 13 of 25
`
`
` 1
`
` 2
`
` 3
`
` 4
`
` 5
`
` 6
`
` 7
`
` 8
`
` 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`27
`
`28
`
` A September 24, 2021 presentation titled “E2E Clinical Development +
`Submissions Playbook” that reflects, among other things, Pfizer’s
`analysis of the successes and breakthroughs of Pfizer’s COVID-19
`vaccine studies, end-to-end recommendations based on the COVID-19
`vaccine studies, analysis concerning why the Pfizer and BioNTech
`relationship was successful compared to other partnerships, and the
`identification of critical data variables for drug studies and ways to
`manage them
`
` A February 21, 2021 presentation titled “Pfizer Oncology Virtual
`Hematology Franchise Year Beginning Meeting” that contains, among
`other things, operational goals, key achievements and key goals for
`various drugs, development plans and timelines, key next steps for
`elranatamab, clinical development overview for elranatamab, and key
`strategies for various drugs including elranatamab
`
` A July 6, 2021 “Clinical Development Plan Document” that details
`development plans for combining encorafenib and binimetinib to treat
`melanoma. The document discusses Pfizer’s clinical development
`strategy, rationales, target product profiles, key elements of statistical
`analysis, global strategy, pediatric strategy, timelines, as well as a
`plethora of other highly sensitive trade secrets and confidential
`information
`
` A February 20, 2019 presentation titled “Avelumab Case Study –
`Implementation of BLRM in Oncology Dose Finding Trials with
`Multiple Drug Combinations” that discusses, among other things,
`Pfizer’s approach to implementing the Bayesian Logistic Regression
`Model in studies with multiple drug combination, challenges in designing
`Phase 1 drug combination studies, dosing strategies for drug
`combinations, implementation issues, and specifics related to the design
`and decision processes related to Pfizer’s Phase 1 avelumab studies
`
`
`39. Pfizer did not authorize Ms. Li to transfer the aforementioned Pfizer
`
`files to her personal Google Drive account, and Pfizer is not aware of any
`
`legitimate business purpose for these transfers, which breach her obligations under
`
`her Confidentiality Agreement.
`
` 13
`
`COMPLAINT
`
`

`

`Case 3:21-cv-01980-CAB-JLB Document 1 Filed 11/23/21 PageID.14 Page 14 of 25
`
`
` 1
`
` 2
`
` 3
`
` 4
`
` 5
`
` 6
`
` 7
`
` 8
`
` 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`27
`
`28
`
`Ms. Li Tries to Resign and Declines an Exit Interview, Giving Rise to This Lawsuit
`
`40. While Pfizer was conducting its investigation and forensic analyses,
`
`Ms. Li notified Pfizer on November 12, 2021, that she was leaving Pfizer and that
`
`her last day at the company would be November 24, 2021. She refused to disclose
`
`the reason for her departure, including if she had a new employer. As discussed
`
`above, Pfizer’s investigation of Ms. Li’s Pfizer email account showed that Ms. Li
`
`had received an offer to start at Xencor on November 29, 2021.
`
`41. Pfizer decided to give Ms. Li a final opportunity to come clean. It
`
`asked Ms. Li to come in for a meeting on Monday, November 22, 2021, to answer
`
`some follow up questions to better understand the pathways that she used to
`
`transfer the 12,000 files at issue. Pfizer expressed that it would appreciate Ms. Li’s
`
`cooperation in making sure Pfizer’s confidential information does not fall into the
`
`hands of any of its competitors, including her potential new employer Xencor. Ms.
`
`Li declined to meet with Pfizer, stating that she had already provided Pfizer all the
`
`information it requested and also citing health issues.
`
`42. Given that Ms. Li is leaving Pfizer to start work for a competitor,
`
`possibly in less than a week, that Ms. Li has lacked candor and affirmatively
`
`misled Pfizer personnel, and that she appears to remain in possession of Pfizer
`
`trade-secret and confidential information, Pfizer has no choice but to commence
`
`this action and seek a temporary restraining order against her. Indeed, Ms. Li
`
`acknowledged in her signed Confidentiality Agreement that “any breach by me of
`
`my obligations under this agreement . . . would cause irreparable harm to the
`
`Company, and that in the event of such breach the Company shall have . . . the
`
`right to an injunction, specific performance and other equitable relief to prevent
`
`violations of my obligations hereunder.”
`
`43. The Confidentiality Agreement further provides that “[d]isputes
`
`arising under this Agreement will be subject to the Mutual Arbitration and Class
`
`Waiver Agreement.” However, the Mutual Arbitration and Class Waiver
`
` 14
`
`COMPLAINT
`
`

`

`Case 3:21-cv-01980-CAB-JLB Document 1 Filed 11/23/21 PageID.15 Page 15 of 25
`
`
` 1
`
` 2
`
` 3
`
` 4
`
` 5
`
` 6
`
` 7
`
` 8
`
` 9
`
`10
`
`11
`
`12
`
`13
`
`14
`
`15
`
`16
`
`17
`
`18
`
`19
`
`20
`
`21
`
`22
`
`23
`
`24
`
`25
`
`26
`
`27
`
`28
`
`Agreement provides that “[e]ither party to this Agreement may make application to
`
`a court for temporary or preliminary injunctive relief in aid of arbitration or for the
`
`maintenance of the status quo pending arbitration.”
`
`44. Pfizer intends to promptly commence arbitration proceedings in
`
`accordance with the Confidentiality Agreement.
`FIRST CAUSE OF ACTION
`Trade Secret Misappropriation under the DTSA
`
`45. Pfizer repeats and realleg