Case 3:22-cv-00190-JAM Document 1 Filed 02/02/22 Page 1 of 49
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`UNITED STATES DISTRICT COURT
`DISTRICT OF CONNECTICUT
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`PFIZER INC.,
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`Plaintiff,
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`v.
`REGOR THERAPEUTICS INC., QILU
`REGOR THERAPEUTICS INC., XIAYANG
`QIU, MIN ZHONG, and DOES 1-10,
`Defendants.
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`Civil Action No. ______________
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`JURY TRIAL DEMANDED
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`COMPLAINT
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`Plaintiff PFIZER INC. (“Pfizer”), through its undersigned attorneys, Davis Polk &
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`Wardwell LLP and Wiggin and Dana LLP, as and for its Complaint against Defendants REGOR
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`THERAPEUTICS INC., QILU REGOR THERAPEUTICS INC., XIAYANG QIU, MIN
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`ZHONG, and DOES 1-10 (collectively, “Defendants”), respectfully alleges, upon knowledge and
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`upon information and belief, as follows:
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`NATURE OF THE ACTION
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`1.
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`Pfizer’s guiding principle is the pursuit of breakthroughs that change patients’ lives.
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`Pfizer runs dozens of programs, from preclinical research and development through clinical trials
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`to manufacturing and delivery of innovative, life-changing medicines. Some of these programs
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`succeed while others do not; cutting-edge science requires significant trial and error, and
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`sometimes programs can last many years before yielding a scientifically and commercially viable
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`solution. But as Pfizer-BioNTech’s COVID-19 vaccine demonstrated, those solutions that are
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`viable contribute to a better, healthier world for all.
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`2.
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`One of Pfizer’s programs focuses on addressing two major American public-health
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`crises: Type 2 diabetes and obesity. Tens of millions of Americans suffer from Type 2 diabetes,
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`and tens of millions more Americans are considered “pre-diabetic” due to their increased risk of
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`3:22-cv-190
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`2 developing Type 2 diabetes. And more than one-third of adults in the United States are obese, yet only a handful of obesity treatments have won FDA approval, with highly invasive bariatric surgery considered the most effective. Since 2002, Pfizer has devoted thousands of hours of its scientists’ and clinicians’ time and hundreds of millions of dollars in research to develop a revolutionary new diabetes-and-obesity treatment. These efforts have included screening thousands of possible compounds before identifying a narrower set of promising novel clinical candidates, and ultimately proceeding to FDA clinical trials with two of them. 3. Defendants Min Zhong and Xiayang Qiu, based on years of working at Pfizer, saw the promise of Pfizer’s diabetes-and-obesity treatment in development. Instead of carrying out their ethical and contractual responsibilities as Pfizer employees, they decided to steal the hard work of Pfizer’s scientists and clinicians for their own profit and gain. While still employed at Pfizer, Zhong and Qiu set up Defendant Regor Therapeutics (“Regor”) on the side, met with international financial backers to fund Regor, and co-opted Pfizer’s investment and hard work, all to benefit themselves, Regor, and a second company they founded, Defendant QILU Regor Therapeutics (“QILU Regor”). The Pfizer trade secrets and confidential information that Qiu and Zhong stole essentially gave Defendants the playbook and the critical underlying science and data to develop their own supposed diabetes-and-obesity treatment, an unlawful head start that saved Defendants significant money and years of development time. 4. As part of their intentional scheme, Defendants stole key Pfizer trade secrets and confidential information for weeks before they gave notice of their intent to leave Pfizer, taking advantage of their privileged position as Pfizer employees to do so. As just one example, Defendants purported to create a new presentation about a revolutionary new diabetes-and-obesity drug, but populated it with content copied directly from several confidential Pfizer documents that Case 3:22-cv-00190-JAM Document 1 Filed 02/02/22 Page 2 of 49
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`3 reflected key development and planning aspects of Pfizer’s revolutionary GLP-1 program. Defendants specifically stripped their “new” presentation of Pfizer confidentiality designations so as to avoid detection and uploaded it to a personal cloud-storage account for no apparent business reason just two months before their departure. 5. Equally telling of their scheme is the fact that, within just a handful of months of founding Regor and QILU Regor, Defendants applied for patent protection as to a treatment strikingly similar to Pfizer’s diabetes-and-obesity treatment. Without the critical head start Zhong and Qiu’s theft provided, Defendants could not have “developed” their own purported treatment in such a short amount of time. 6. Pfizer discovered Defendants Zhong and Qiu’s theft from a forensic analysis of their Pfizer accounts and devices—or at least those accounts and devices to which Pfizer has access. Unbeknownst to Pfizer at the time of Zhong’s departure, he turned in an iPhone that was not his own, and Zhong’s Pfizer-issued iPhone has not been recovered. Pfizer conducted its analysis after it first suspected Defendants’ treachery upon publication of Regor’s patent application that claimed the fruits of Pfizer’s years-long research. What is more, Defendants have now enticed Eli Lilly and Company (“Eli Lilly”) to invest up to $1.5 billion dollars in their business founded on the Pfizer trade secrets and confidential information they stole. 7. Pfizer thus brings this action against Defendants for misappropriation of trade secrets in violation of the Defend Trade Secrets Act of 2016 (“DTSA”), 18 U.S.C. § 1836, et seq. and the Connecticut Uniform Trade Secrets Act (“CUTSA”), Conn. Gen. Stat. § 35-50, et seq.; unfair trade practices in violation of the Connecticut Unfair Trade Practices Act (“CUTPA”), Conn. Gen. Stat. § 42-110a, et seq.; breach of fiduciary duty and breach of the duty of loyalty, under Connecticut law; and breach of contract under New York law. Case 3:22-cv-00190-JAM Document 1 Filed 02/02/22 Page 3 of 49
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`4 PARTIES 8. Plaintiff Pfizer Inc. is a Delaware corporation, with its principal place of business at 235 East 42nd Street, New York, New York 10017. Zhong and Qiu worked immediately before their departures from the company at Pfizer’s Groton, Connecticut facility. 9. Defendant Regor Therapeutics Inc. (“Regor”) is a Delaware corporation, with its principal place of business at 245 Main Street, Second Floor, Cambridge, Massachusetts 02142. Zhong and Qiu cofounded Regor while they were still employed by Pfizer. Regor has filed at least one patent application for pharmaceutical products relying on stolen Pfizer trade secrets. 10. Defendant QILU Regor Therapeutics Inc. (“QILU Regor”) is incorporated in the People’s Republic of China, with its principal place of business at 1206 Zhangjiang Road, Building C, Pu Dong New District, Shanghai 201210, China. QILU Regor is a start-up entity that Defendants created with capital provided by drug manufacturers Qilu Pharmaceutical Co. Ltd. and Shandong Qilu Pharmaceutical Group Co., Ltd. (collectively, “Qilu”). Zhong and Qiu cofounded QILU Regor while they were still employed by Pfizer or shortly thereafter. On information and belief, Defendants Regor, Zhong, and Qiu control QILU Regor and use it as another vehicle to develop pharmaceutical products and pursue patent applications relying on stolen Pfizer trade secrets and confidential information. 11. Defendant Xiayang Qiu is a Connecticut citizen who owns a home in Connecticut. 12. Defendant Min Zhong is a Connecticut citizen who owns a home in Connecticut. 13. The true names and capacities, whether individual, corporate, associate or otherwise, of DOES 1 through 10 are unknown to Pfizer at this time, and therefore are sued by Pfizer using the pseudonyms DOES 1 through 10. On information and belief, DOES 1 through 10 are individuals or corporations who acted or are acting in concert with Defendants in connection with the misappropriation of Pfizer’s trade secrets and confidential information and/or knowingly Case 3:22-cv-00190-JAM Document 1 Filed 02/02/22 Page 4 of 49
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`5 and intentionally have acquired, disclosed, and/or used Pfizer’s trade secrets and confidential information. Pfizer will amend this Complaint to state the true names and capacities of DOES 1 through 10 once they have been ascertained. JURISDICTION AND VENUE 14. This action arises under the DTSA, 18 U.S.C. § 1836, et seq., as well as under Connecticut and New York law. The Court has subject-matter jurisdiction over Pfizer’s federal cause of action (Count 1) pursuant to 28 U.S.C. § 1331 and 18 U.S.C. § 1836(c). The Court has supplemental jurisdiction over the remaining causes of action (Counts 2-4) pursuant to 28 U.S.C. § 1367. 15. This Court has personal jurisdiction over Defendants because Zhong and Qiu are residents of the State of Connecticut, were employed by Pfizer at its Groton, Connecticut facility in this District, cofounded Defendants Regor and QILU Regor while residents of this District, and committed the misappropriation and other tortious acts alleged herein within this District while acting on behalf of themselves and the other Defendants. A significant purpose of Zhong and Qiu’s creation of Defendants Regor and QILU Regor was to make use of the trade secrets and other confidential information they were misappropriating from Pfizer in this District. 16. Venue is proper in this District pursuant to 28 U.S.C. § 1391(b)(2), because a substantial part of the events giving rise to this action occurred in this District at Pfizer’s facility in Groton, Connecticut, which is where Zhong and Qiu regularly transacted business and misappropriated information and documents at the heart of this Complaint. Case 3:22-cv-00190-JAM Document 1 Filed 02/02/22 Page 5 of 49
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`6 FACTUAL BACKGROUND I. Pfizer Commits Massive Resources to Researching and Developing New Therapies, Including a Promising, Innovative Oral Diabetes-and-Obesity Medication 17. Pfizer is committed to investing in research-and-development efforts that lead to breakthroughs in therapies and drugs that change patients’ lives. Against a complex health landscape, Pfizer unleashes the power of its assets to help strengthen health systems and improve access to quality healthcare services for patients around the world. Pfizer seeks to unlock transformative and sustainable solutions through programs and investments geared toward achieving a healthier world for everyone. 18. As a core part of its mission, Pfizer invests billions of dollars annually in research and development. Pfizer employs thousands of scientists and clinicians and runs dozens of programs, from preclinical development through clinical trials to manufacturing and delivery of innovative, life-changing medicines. Not all of these programs are successful; cutting-edge science requires significant trial and error, and sometimes programs can last many years before yielding a scientifically and commercially viable solution. 19. One of Pfizer’s programs focuses on solving a major public-health crisis: Type 2 diabetes, a health condition in which insulin produced by the body is unable to adequately control blood sugar levels. According to the Centers for Disease Control (“CDC”), tens of millions of Americans suffer from Type 2 diabetes, and tens of millions more Americans are considered “pre-diabetic” due to their increased risk of developing Type 2 diabetes. The CDC notes that the total annual cost of diagnosed diabetes was estimated in 2017 to be $327 billion, including both direct medical costs and indirect costs related to absenteeism, inability to work, and reduced productivity. 20. In the early 2000s, Pfizer took steps to address this major health need by investing and working to develop a new diabetes-and-obesity medication. The medication would need to Case 3:22-cv-00190-JAM Document 1 Filed 02/02/22 Page 6 of 49
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`7 stimulate the body’s insulin production by mimicking a natural hormone called glucagon-like peptide 1, or GLP-1. Injectable medications of this type based on naturally occurring GLP-1-like peptide, known as GLP-1 receptor agonists, are known and commercially successful (e.g., exenatide, liraglutide, dulaglutide); the current market for injectable GLP-1 receptor agonists is worth an estimated $8 billion annually. But consumers strongly prefer oral medications over injections, and so there was a strong interest in developing a small-molecule-based oral medication with good metabolic stability and oral bioavailability. Thus, Pfizer set out to develop a first-in-class small-molecule GLP-1 receptor agonist that could be delivered orally. 21. Development of Pfizer’s small-molecule GLP-1 receptor agonist has proven challenging, time-consuming, and extremely costly. To date, Pfizer has spent hundreds of millions of dollars on research and development for its GLP-1 program. For more than a decade, hundreds of Pfizer scientists have dedicated their efforts to this project, including development of innovative assays for hit-identification, high throughput screening of over tens of thousands of small-molecule compounds to identify the initial hit, and extensive lead optimization to improve compound properties that ultimately led to a set of potential oral drug candidates—the vast majority of which did not meet the stringent requirements for advancing to clinical testing. 22. In addition to a large in-house team of scientists, Pfizer has employed a number of other Pfizer colleagues outside of the lab to provide internal support to the GLP-1 project. Pfizer also has worked with external researchers and organizations on the GLP-1 project, entering into an agreement for biochemical and biophysical work on the GLP-1 receptor with a leading research institute, and collaborating with another research company to develop a high-resolution structure showing the interactions between Pfizer’s small-molecule compounds and the GLP-1 receptor, with the goal of identifying features of those compounds that were particularly important to Case 3:22-cv-00190-JAM Document 1 Filed 02/02/22 Page 7 of 49
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`8 efficacy. In addition, Pfizer has worked with partners to conduct preclinical and clinical studies, such as toxicology studies, on its compounds. 23. Through more than a decade of painstaking effort, Pfizer not only identified a number of active small-molecule GLP-1 receptor agonist compounds, but it also identified and focused on promising candidates for an oral medication. On December 16, 2016, Pfizer filed a patent application describing over 250 small-molecule compounds identified during its fourteen-year-long research-and-development program, including the structures of active GLP-1 receptor agonist compounds. Because patent applications are kept confidential until eighteen months after the first patent in the family is filed, the information in Pfizer’s applications did not become publicly available until June 21, 2018—just over a week after Zhong and Qiu resigned from Pfizer. 24. Today, Pfizer has not one, but two, candidate oral small-molecule GLP-1 receptor agonists in clinical trials. Pfizer published favorable results from a Phase 1 trial of its first candidate, danuglipron, in 2021, and danuglipron is now undergoing Phase 2 clinical trials, which will evaluate its safety and efficacy in patients. The first of those Phase 2 trials was completed in July of 2021, and another Phase 2 trial is ongoing. Pfizer’s second candidate oral small-molecule GLP-1 receptor agonist is currently in Phase 1 trials. 25. Pfizer’s massive investment in its small-molecule GLP-1 receptor agonist program, and the many years of effort required to advance candidates into Phase 1/2 clinical trials, reflects just how difficult it is to develop a viable oral GLP-1 receptor agonist medication. Despite the clear benefits of oral delivery over injection, to date the FDA has approved only one oral GLP-1 receptor agonist medication for treating Type 2 diabetes. That medication is a new formulation of an existing injectable medication called semaglutide, which is a peptide, not a small molecule, and typically not feasible to administer orally. So far, no oral small-molecule GLP-1 receptor agonist Case 3:22-cv-00190-JAM Document 1 Filed 02/02/22 Page 8 of 49
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`9 has received FDA approval, but such a medication would be expected to have many potential benefits, including greater absorption and efficacy, no requirement for pre-dose fasting, and suitability for both monotherapy and combination therapies. These advantages would make an oral small-molecule GLP-1 receptor agonist medication highly appealing to both prescribers and consumers. 26. In addition to Type 2 diabetes, Pfizer’s small-molecule GLP-1 receptor agonist candidates are currently being evaluated in Phase 1 and Phase 2 clinical trials for another serious, widely prevalent American disease: obesity. Only a handful of obesity treatments have won FDA approval; the most effective option is highly invasive bariatric surgery. Because there are so few effective options, a new obesity treatment with the known advantages of an oral small-molecule medication remains in high demand. For this additional reason, Pfizer’s small-molecule GLP-1 receptor agonist technology is highly promising from both a clinical and commercial perspective—and the trade secrets and confidential information behind it would also be highly lucrative to a competitor looking to avoid Pfizer’s substantial investment while reaping the commercial benefits. II. To Protect Its Investments, Pfizer Safeguards Its Trade Secrets and Prohibits Current Employees from Launching Competing Enterprises 27. Pfizer takes significant steps to protect its innovations, including the highly confidential research-and-development work at issue in this case. Pfizer employs a range of reasonable and industry-standard security measures to protect and secure its trade secrets and confidential information. 28. By way of example, Pfizer employees sign employment agreements whereby they acknowledge the confidentiality of Pfizer information and agree to maintain that confidentiality. Pfizer maintains security policies and protocols that restrict the use and circulation of confidential information outside of Pfizer and limit the transmission of confidential information internally at Case 3:22-cv-00190-JAM Document 1 Filed 02/02/22 Page 9 of 49
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`10 Pfizer to those with a need to know the information. Pfizer deploys credentials to restrict physical access to and within Pfizer’s facilities, as well as passwords and related security protocols to restrict electronic access to computerized information. Pfizer also prohibits the unauthorized removal of Pfizer information, both physically and electronically, from Pfizer’s facilities. Pfizer further provides regular training and follow-up measures to its personnel regarding its security and confidentiality policies, and it requires adherence to those policies as a condition of employment. 29. Pfizer’s security protocols extend to electronic devices such as iPhones and laptops. Pfizer does not allow Pfizer confidential information to be diverted outside of Pfizer’s secure electronic environment through electronic devices, and it requires employees to surrender all company-issued phones and confidential information when they leave Pfizer. Pfizer similarly prohibits employees from diverting confidential Pfizer information to personal devices and email accounts. 30. Additionally, Pfizer requires that its full-time employees devote their full time and attention to their Pfizer obligations. In written policies, contracts, and its code of conduct, Pfizer prohibits its personnel from engaging in conflicting employment or other conflicts of interest, such as joining start-up companies that could conflict with their Pfizer work, absent Pfizer’s advance written consent. Pfizer trains its employees on these obligations and rigorously enforces them. Pfizer also seeks and secures assurances from its personnel that they will comply with these obligations. 31. Defendants Qiu and Zhong are subject to these restrictions and obligations by way of their employment agreements with Pfizer (or predecessor entities), as reinforced by trainings and written policies. Case 3:22-cv-00190-JAM Document 1 Filed 02/02/22 Page 10 of 49
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`11 32. As part of Qiu’s employment with Pfizer, Qiu signed an Employment Agreement dated December 17, 2001. The Employment Agreement (a) precludes Qiu from “disclos[ing] or us[ing]” any “secret or confidential information” without the company’s written permission, other than in the course of his employment; (b) provides that “the entire right, title and interest in and to” “any idea, discovery, invention, improvement, software, writing or other material or design conceived, made or developed by” Qiu “solely or jointly with others during the period of” his employment with the company, “whether patentable or not that relates in any manner to the actual or anticipated business operations, work, investigations or research of” the company, “shall belong to the Company”; (c) requires that, at the company’s request, Qiu “will assign to the Company any application for letters patent or of trademark registration made thereon, and to any common-law or statutory copyright therein”; (d) precludes Qiu, during the term of his employment, from “engag[ing] in any activity in competition with or against the best interests of the Company” or being “employed by or participat[ing] in the ownership, management or control, or otherwise be[ing] affiliated [with] . . . any other business entity, or engage in any business which in any manner competes with the business” of the company without prior written consent; and (e) requires Qiu to “return within 48 hours” of termination of his employment “all Company materials within [his] possession, whether confidential or proprietary or that in any way relate[] to the business of the Company or any of its subsidiaries or affiliates.” 33. As part of Zhong’s original employment with Pharmacia & Upjohn (a company that later was acquired by Pfizer), Zhong received an offer letter on May 4, 1999, that conditioned his employment on signing Pharmacia’s Patent, Trade Secrets, and Copyright Agreement. On information and belief, Zhong signed the offer letter and agreement. A sample of the Patent, Trade Secrets, and Copyright Agreement, which on information and belief is substantially similar to the Case 3:22-cv-00190-JAM Document 1 Filed 02/02/22 Page 11 of 49
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`12 agreement that Zhong signed, (a) restricts the employee from “us[ing] or disclos[ing]” any of the company’s “inventions, improvements, confidential information and trade secrets” during or after his employment without the company’s written consent; (b) provides that “any confidential information, trade secrets, improvements and inventions conceived or reduced to practice” by the employee, “either alone or with others” while employed by the company, so far as they “relate to the business, processes, apparatus, products, researches or research programs” of the company, “shall be regarded as made and held by” the employee in “a fiduciary capacity solely for the benefit of” the company, “shall not be disclosed to others without [the Company’s] written consent, and shall be the sole and exclusive property of” the company; and (c) requires that the employee, “when requested so to do, either during or after said employment, shall assign to” the company his “entire right and title to said improvements and inventions and any U.S. and foreign patent applications and patents covering the same, and assist” the company in “obtaining, defending and enforcing any such right and title.” 34. The sample Patent, Trade Secrets, and Copyright Agreement also provides that the obligations set forth in the agreement are “[i]n consideration of the employment or continuation of employment of the Employee by [Pharmacia] or an affiliated company (affiliated company shall mean any corporation, firm, partnership or other entity which directly or indirectly controls, is controlled by, or is under common control with [Pharmacia]).” 35. Like their Pfizer colleagues, during their Pfizer tenures, Zhong and Qiu received training and written policies reminding them of these obligations. Throughout their Pfizer tenures, Zhong and Qiu neither sought nor received Pfizer’s permission to launch a competing business. Like their Pfizer colleagues, Zhong and Qiu also received periodic training about their obligation under Pfizer policy to safeguard the confidentiality of Pfizer business information. This training Case 3:22-cv-00190-JAM Document 1 Filed 02/02/22 Page 12 of 49
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`13 advised that Pfizer’s business information is a valuable company asset that must be protected from unauthorized disclosure, and it provided guidance about how to safeguard trade secrets, intellectual property, and other confidential information. For instance, the training made clear that Zhong and Qiu were prohibited from transmitting Pfizer business information to personal email accounts and devices. It also explained that violations of Pfizer’s information security policies may result in termination and criminal or civil proceedings. In addition to this specific training, many of Pfizer’s policies explicitly concern the obligation of all Pfizer colleagues to safeguard Pfizer business information, including those described in Pfizer’s Blue Book, the Acceptable Use of Information Systems policy, and Handling Sensitive Information guidelines. Throughout their Pfizer tenures, Zhong and Qiu neither sought nor received Pfizer’s permission to take or use Pfizer’s trade secrets or confidential information for any non-Pfizer purpose. III. Defendants Scheme to Steal Pfizer Trade Secrets and Other Confidential Information to Compete Unlawfully with Pfizer 36. Qiu first joined Pfizer in 2001. Zhong joined Pharmacia in 1999, and Pfizer acquired Pharmacia in 2003. Qiu’s work at Pfizer focused on the discovery of new therapeutic compounds and, in particular, evaluating how such compounds interact with proteins in the human body that may produce clinical benefit. At the time of his resignation from Pfizer, Qiu’s title was Executive Director of Structural Biology. 37. Zhong worked with third-party research vendors to conduct bioanalysis of samples from toxicology studies of already-identified compounds. At the time of his resignation from Pfizer, Zhong held the position of Director of Clinical Outsourcing for Pfizer’s Pharmacokinetics, Dynamics & Metabolism (“PDM”) group. As explained in more detail below, both Qiu and Zhong had been working in different capacities on Pfizer’s small-molecule GLP-1 receptor agonist technology when they left the company. Case 3:22-cv-00190-JAM Document 1 Filed 02/02/22 Page 13 of 49
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`14 38. Until their resignations in 2018, Zhong and Qiu each devoted time to Pfizer’s GLP-1 program. Qiu was responsible for analyzing the structure of the GLP-1 receptor, with the goal of identifying small-molecule agonist compounds that would effectively interact with that receptor. He was also the lead Pfizer contact for the collaboration with another research company on the GLP-1 program. Qiu was so important to the program that Pfizer named him to the Steering Committee that oversaw the development of a high-resolution structure of the GLP-1 receptor interacting with Pfizer’s small-molecule agonist compounds. Zhong worked with research vendors to conduct preclinical bioanalysis associated with the GLP-1 program. 39. Zhong and Qiu could have continued to build on this important, life-saving work at Pfizer for years to come, but they made a different choice: to take Pfizer’s trade secrets and confidential information unlawfully to launch a competing company. Pfizer’s investigation of Defendants’ conduct—which included forensic analysis of various Pfizer repositories, including Zhong’s and Qiu’s company-issued laptops and work email accounts—revealed that Defendants used many devices and accounts to carry out their scheme. 40. In or around late 2017, while they were working on Pfizer’s GLP-1 program, Zhong and Qiu schemed to start a business venture that would compete with Pfizer. Around this time, Qiu and Zhong had each begun to indicate to their respective colleagues that they were dissatisfied at Pfizer. To take one example, Qiu grumbled that he saw no suitable opportunities for advancement within the company. Similarly, as a result of a reorganization of his group, Zhong was removed from the group’s leadership team, about which he complained within Pfizer. 41. On January 10, 2018, Zhong and Qiu ostensibly met for the purpose of “Solving Mid-age Crisis,” at least according to the calendar entry for their meeting. On information and Case 3:22-cv-00190-JAM Document 1 Filed 02/02/22 Page 14 of 49
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`15 belief, Zhong and Qiu actually met to discuss their plan to unlawfully take and use Pfizer’s trade secrets. 42. In late January and early February 2018, while still employed by Pfizer, Qiu traveled to Beijing, China, to meet with representatives of Qilu to discuss Zhong and Qiu’s contemplated business venture. Before the trip, Qiu created a PowerPoint presentation titled “QL [Qilu] visit topics of interest,” which included “QL’s key drivers,” where Defendants’ new company would be registered, “[p]otential for IPO,” and whether Defendants’ new company could “use QL’s Boston site,” i.e., the Qilu Boston Innovator Center that opened in 2017. The answer turned out to be yes: Regor’s Boston headquarters were located in the Qilu Boston Innovator Center until sometime in 2021. 43. On February 7, 2018, after his return from Beijing, Qiu met with Zhong at Pfizer’s Groton facility, likely to discuss Qiu’s trip to Beijing—including his attempt to secure financial backing from Qilu for the new venture. Again, they described the meeting on their calendars in generic terms as “touch base,” though Qiu and Zhong did not work together on the same aspects of the GLP-1 or any other Pfizer program. 44. As part of Pfizer’s regular training and reaffirmation of its security-and-conflicts protocols, on or about February 14, 2018, Zhong and Qiu each separately affirmed that they “received, read, understand, and agree to abide by” their obligation to avoid conflicts of interest at Pfizer, including the conflict of interest that could be created by joining or establishing a start-up company. Zhong and Qiu also affirmed that they “received, read, understand, and agree to abide by” Pfizer’s information-security policies, including the prohibition against diverting Pfizer confidential information to personal email accounts and devices. Zhong and Qiu had each previously made similar affirmations annually. Case 3:22-cv-00190-JAM Document 1 Filed 02/02/22 Page 15 of 49
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`16 45. Just twelve days after affirming these long-standing Pfizer policies, on February 26, 2018, Zhong sent from his Pfizer email account to his personal email account a Chinese-language summary of “minutes on the establishment of Shanghai R&D project company.” A translation of the minutes reflects the negotiations about the parameters of the joint venture between Qilu and a “founding team” that included Zhong, Qiu, and the two other Regor founders. The subject line of Zhong’s email, ironically enough, was “Loyalty.” 46. Defendants’ misappropriation of Pfizer’s trade secrets and confidential information reached beyond Pfizer’s GLP-1 program. On February 27, 2018, Zhong sent from his Pfizer email account to his personal email account a Pfizer PowerPoint presentation titled “Bosutinib MKT Res [market research].” This Pfizer-branded presentation included proprietary information about Pfizer’s chronic myeloid leukemia (“CML”) medication Bosulif (bosutinib)—including trial results and an analysis of Bosulif’s strengths, weaknesses, opportunities, and risks—and also Pfizer’s internal views of competing oncology medications. Zhong had no legitimate reason to access this confidential market research information—his duties at Pfizer related to preclinical bioanalysis, not marketing. Instead, the only plausible reason that Zhong wanted this information was because Defendants’ new venture planned to pursue its own competing oncology medication, and Pfizer’s trade secrets, confidential information, and strategic views relating to the market for such a medication would be invaluable to that goal. Zhong had even left himself a reminder on a to-do list related to Zhong and Qiu’s conte