Case 3:21-cv-00031 Document 1 Filed 01/08/21 Page 1 of 8
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE DISTRICT OF CONNECTICUT
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`AURIGENE PHARMACEUTICAL
`SERVICES LTD.,
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`Civil Action No.
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`Plaintiff,
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`v.
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`VIRALCLEAR PHARMACEUTICALS,
`INC. and BIOSIG TECHNOLOGIES, INC.,
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`Defendants.
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`COMPLAINT
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`Aurigene Pharmaceutical Services Ltd., by and through its undersigned attorneys, as and
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`for its Complaint against ViralClear Pharmaceuticals, Inc. and BioSig Technologies, Inc., states
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`and alleges as follows:
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`THE PARTIES
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`1. Plaintiff Aurigene Pharmaceutical Services Ltd. (“APSL” or “Plaintiff”) is a duly
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`authorized and validly existing corporation organized under the laws of India, having a principal
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`place of business in Bangalore, India. APSL provides innovator and specialty pharmaceutical
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`companies with pharmaceutical development and manufacturing services.
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`2. Upon
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`information and belief, Defendant ViralClear Pharmaceuticals,
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`Inc.
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`(“ViralClear”), is a duly authorized and validly existing corporation organized under the laws of
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`Delaware, having a principal place of business in Westport, Connecticut.
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`3. Upon information and belief, Defendant BioSig Technologies, Inc. (“BioSig”), is a
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`duly authorized and validly existing corporation organized under the laws of Delaware, having a
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`principal place of business in Westport, Connecticut.
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`4. Upon information and belief, ViralClear is a majority owned subsidiary of BioSig.
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`ViralClear and BioSig are referred to herein as the “Defendants.”
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`JURISDICTION AND VENUE
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`5. As an action between citizens of a State and citizens or subjects of a foreign state, in
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`a dispute whose amount in controversy exceeds $75,000, this Court is vested with diversity
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`jurisdiction under 28 U.S.C. § 1332(a)(2).
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`6. This Court has personal jurisdiction over Defendants because Defendants’ principal
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`places of business are in Westport, Connecticut.
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`7. Venue is proper in this Court under 28 U.S.C. § 1391(b)(1) and/or § 1391(b)(2)
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`because Defendants’ principal places of business are within this judicial district and because a
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`substantial part of the events or omissions giving rise to the claim occurred within this judicial
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`district.
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`GENERAL ALLEGATIONS
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`8.
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`In connection with ViralClear’s efforts to develop an anti-viral agent called
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`merimepodib, as a treatment for COVID-19 (the “Product”), on or about May 20, 2020, ViralClear
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`issued a request for proposal (“RFP”), seeking proposals for the manufacture of 200 kilograms of
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`scale-up batches, and subsequent manufacture of 1,000 kilograms of the intermediate called VRT-
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`754659 along with certain analytical services.
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`9. On or about May 22, 2020, ViralClear issued another RFP, seeking proposals for the
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`manufacture of 200 kilograms scale-up batches, and another 1,000 kilograms of the intermediate
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`called VRT-0397536, along with certain analytical services.
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`10. On or about June 23, 2020, ViralClear accepted and countersigned APSL’s proposal
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`to manufacture the 200 kilogram scale-up batches of each of the two intermediates, agreeing to
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`pay APSL a total of $830,000.
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`11. On or about July 16, 2020, ViralClear and BioSig both accepted and countersigned
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`APSL’s proposal to manufacture 1,000 kilograms of each of the two intermediates, agreeing to pay
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`APSL a total of $3,175,000 in three milestone payments, including a $700,000 milestone to be
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`paid when APSL initiated the manufacturing campaign, which was intended to cover APSL’s
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`procurement of the raw materials necessary to manufacture the intermediates.
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`12. The proposal executed by ViralClear on June 23, 2020 and the proposal executed by
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`ViralClear and BioSig on July 16, 2020 are referred to herein as the “Contracts.”
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`13. Pursuant to the Contracts, APSL began the work, including purchasing raw materials
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`from its suppliers, manufacturing the intermediates, and performing the requested analytical
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`services.
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`14.
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`In September 2020, while that work was in process, ViralClear advised APSL that it
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`wanted to put the project under the second proposal on hold.
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`15. By that time, APSL had already commenced manufacturing the initial 200 kilogram
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`batches of intermediaries that was the subject of the June 23, 2020 executed proposal, and was
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`already performing the remaining analytical work regarding that batch of intermediaries.
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`16. By that time, APSL had also already arranged with its vendors and suppliers to
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`procure the raw materials, book the manufacturing slot and take other preparatory actions
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`necessary to manufacture the 1,000 kilogram batch of intermediaries that was the subject of the
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`July 16, 2020 executed proposal.
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`17. The parties discussed the status of the work, and on or about September 21, 2020,
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`ViralClear instructed APSL to complete the remaining analytical work regarding the initial 200
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`kilogram batches, and agreed that it would pay APSL the full amount under the June 23, 2020
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`executed proposal. ViralClear also agreed that it would reimburse APSL for the costs of the raw
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`material APSL had acquired in preparation to manufacture the 1,000 kilogram batch of
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`intermediaries that was the subject of the July 16, 2020 executed proposal. At ViralClear’s request,
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`APSL agreed to accept the agreed-upon payments pursuant to a longer payment schedule that was
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`required under the Contracts.
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`18.
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`In accordance with ViralClear’s instructions, APSL continued to perform the
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`remaining agreed-upon analytical work on the 200 kilogram batches of the two intermediaries.
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`Upon completion of the analytical work, APSL supplied 1 kilogram of each intermediate as sample
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`to ViralClear.
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`19. On or about September 29, 2020, ViralClear expressly acknowledged that APSL had
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`completed the large majority of the remaining agreed-upon work, and instructed APSL to invoice
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`ViralClear in the amount of $1,400,000, which included (a) the majority of the payments due under
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`the June 23, 2020 executed proposal for its work on the 200 kilogram batches, and (b) the $700,000
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`first milestone payment under the July 16, 2020 executed proposal, which APSL expended to
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`procure the raw material for the 1,000 kilogram batches pursuant to the July 16, 2020 executed
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`proposal. In addition to the $1,400,000, ViralClear also agreed to pay APSL an additional
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`$130,000, which would be invoiced by APSL upon delivery of the 200 kilogram batches.
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`20.
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` On or about September 30, 2020, APSL issued an invoice to ViralClear in the
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`amount of $1,400,000. Pursuant to the agreed-upon payment schedule, ViralClear was required to
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`pay $98,800 immediately, and make three additional monthly payments.
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`21. ViralClear failed to pay APSL any portion of the $1,400,000.
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`22. Upon information and belief, in or about October, 2020, without APSL’s knowledge,
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`BioSig replaced the ViralClear employees involved in the Contracts with a “wind-down team”
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`comprised of BioSig employees, led by Todd Wiltshire, BioSig’s Senior Vice President.
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`23. On or about October 26, 2020, BioSig halted ViralClear’s work on the Product.
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`24.
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`In its Form 10-Q for the period ending September 30, 2020, BioSig disclosed that,
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`“[o]n October 26, 2020, BioSig Technologies, Inc. halted ViralClear’s signal finding Phase 2 trial,
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`‘A Phase 2, Randomized, Double-Blind, Placebo-Controlled Study of the Efficacy and Safety of
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`Oral Merimepodib in Combination with Intravenous Remdesivir in Adult Patients with Advanced
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`Coronavirus Disease 2019 (COVID-19),’ . . . and is reviewing repurposing ViralClear.” BioSig
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`further disclosed that “[t]he Company expects to incur costs in connection with the winddown of
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`the Phase II trial and the associated regulatory reporting in final quarter of 2020.”
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`25. On or about October 30, 2020, ViralClear advised APSL that it had halted work on
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`its development of the Product and instructed APSL to cease all work on the project. Upon
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`information and belief, this action was taken by ViralClear at the direction of BioSig. ViralClear
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`also instructed APSL to submit any remaining invoices for payment.
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`26. On or about October 30, 2020, representatives of APSL participated in a telephone
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`conference with Mr. Wiltshire, BioSig’s Senior Vice President, regarding ViralClear and the
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`Contracts. APSL explained the Contracts and ViralClear’s agreement that APSL has performed
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`the work and would be paid therefor.
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`27. APSL complied with Defendants’ instructions, and ceased working on the only
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`portion of the work that remained outstanding – preparation for the delivery of the 200 kilogram
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`batches. APSL had already spent $130,000 necessary to perform that work, in reliance on
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`ViralClear’s agreement that that amount would be paid along with the $1,400,000 in accordance
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`with the Contracts.
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`28. On or about November 9, 2020, in accordance with Defendants’ instructions, APSL
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`resubmitted the invoice for $1,400,000, and submitted an invoice for the $130,000 it expended in
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`performing the work requested by ViralClear. At that time, APSL provided Mr. Wiltshire with the
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`invoices and a copy of the email in which ViralClear had confirmed its agreement to pay.
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`29. Upon information and belief, BioSig caused ViralClear to honor the Contracts and
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`ViralClear’s subsequent confirmation that it would pay APSL $1,530,000 for the work performed,
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`and caused ViralClear to refuse to pay APSL’s invoices.
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`30. On November 10, 2020, ViralClear refused to pay those invoices and, through its
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`attorneys, disclaimed any obligation to pay and disclaimed any intent to pay any amount in the
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`future.
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`COUNT ONE – BREACH OF CONTRACT
`(Against ViralClear)
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`31. APSL repeats and realleges the allegations of paragraphs 1 through 30 as if fully set
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`forth herein.
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`32. The Contracts are valid and binding contracts between APSL and ViralClear.
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`33. APSL complied with the Contracts and performed its obligations under the
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`Contracts.
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`34. ViralClear breached the Contracts as described herein.
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`35. As a result of the aforesaid breach by ViralClear, APSL has been damaged in the
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`amount of at least $1,530,000.
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`COUNT TWO – BREACH OF CONTRACT
`(Against BioSig)
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`36. APSL repeats and realleges the allegations of paragraphs 1 through 35 as if fully set
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`forth herein.
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`37. The July 16, 2020 executed proposal is a valid and binding contract between APSL
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`and BioSig.
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`38. APSL complied with the July 16, 2020 executed proposal and performed its
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`obligations under that contracts.
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`39. BioSig breached the contract as described herein.
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`40. As a result of the aforesaid breach by BioSig, APSL has been damaged in the amount
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`of at least $700,000.
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`COUNT THREE – TORTIOUS INTERFERENCE WITH CONTRACT
`(Against BioSig regarding the June 23, 2020 Executed Proposal)
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`41. APSL repeats and realleges the allegations of paragraphs 1 through 40 as if fully set
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`forth herein.
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`42. The June 23, 2020 executed proposal is a valid and enforceable contract between
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`APSL and ViralClear.
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`43. BioSig was aware of the contractual relationship between APSL and ViralClear.
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`44. As described herein, BioSig intentionally, and without justification, induced Viral
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`Clear to breach its contract with APSL.
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`45. As a result of the aforesaid actions by BioSig, APSL has been damaged in the amount
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`of at least $830,000.
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`COUNT FOUR – TORTIOUS INTERFERENCE WITH CONTRACT
`(Against BioSig regarding the July 16, 2020 Executed Proposal)
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`46. APSL repeats and realleges the allegations of paragraphs 1 through 45 as if fully set
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`forth herein.
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`47.
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`If BioSig is found not to be a party to the July 16, 2020 executed proposal, the July
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`16, 2020 executed proposal is a valid and enforceable contract between APSL and ViralClear.
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`48. BioSig was aware of the contractual relationship between APSL and ViralClear.
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`49. As described herein, BioSig intentionally, and without justification, induced Viral
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`Clear to breach its contract with APSL.
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`50. As a result of the aforesaid actions by BioSig, APSL has been damaged in the amount
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`of at least $700,000.
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`DEMAND
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`WHEREFORE, APSL hereby demands judgement against Defendants:
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`A.
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`B.
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`Awarding APSL damages in the amount of $1,530,000, plus pre-judgment interest;
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`Awarding APSL its reasonable attorney’s fees it has incurred in this action, and all
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`other reasonable costs and expenses incurred prosecuting this action; and,
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`C.
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`Such other and further relief that this Court deems just and proper.
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`Dated: January 8, 2021
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`Redding, Connecticut
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`Toby S. Soli (ct-18697)
`GREENBERG TRAURIG, LLP
`MetLife Building
`200 Park Avenue
`New York, NY 10166
`Tel: (212) 801-9200
`Fax: (212) 801-6400
`Email: solit@gtlaw.com
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`-and-
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`Eric D. Wong (admission forthcoming)
`GREENBERG TRAURIG, LLP
`500 Campus Drive, Suite 400
`Florham Park, New Jersey 07932
`Tel: (973) 360-7900
`Fax: (973) 301-8410
`Email: WongE@gtlaw.com
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`Attorneys for Plaintiff
`Aurigene Pharmaceutical Services Ltd.
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