throbber
Case 8:21-cv-02716-JLB-TGW Document 1 Filed 11/18/21 Page 1 of 42 PageID 1
`
`
`
`
`
`
`
`
`
`IN THE UNITED STATES DISTRICT COURT
`MIDDLE DISTRICT OF FLORIDA
`TAMPA DIVISION
`
`VENN THERAPEUTICS,
` Plaintiff,
`vs.
`
`CORBUS PHARMACEUTICALS
`HOLDINGS, INC.
`
` Defendant.
`
`
`
` Case No.
`
`
`
`COMPLAINT AND DEMAND FOR A JURY TRIAL
`PRELIMINARY AND PERMANENT INJUNCTIVE REQUESTED
`
`Plaintiff Venn Therapeutics sues Corbus Pharmaceuticals, Inc. and alleges as
`
`follows:
`
`Introduction
`
`1.
`
`Plaintiff Venn Therapeutics (“Venn”) is a pharmaceutical company that
`
`develops therapies for cancer and other diseases.
`
`2.
`
`In the Fall of 2020, Venn entered discussions with Defendant Corbus
`
`Pharmaceuticals, Inc. (“Corbus”) regarding a potential partnership or acquisition.
`
`During these discussions, Venn shared with Corbus trade secrets and other proprietary
`
`information concerning two promising immunotherapy programs it was developing—
`
`one for cancer, the other for fibrosis. It did so subject to a non-disclosure agreement
`
`that prohibited Corbus from using Venn’s confidential information for any purpose
`
`other than its discussions with Venn.
`
`

`

`Case 8:21-cv-02716-JLB-TGW Document 1 Filed 11/18/21 Page 2 of 42 PageID 2
`
`3.
`
`After combing through Venn’s proprietary information for months,
`
`Corbus told Venn it was not interested in moving forward with any partnership or
`
`acquisition. However, within weeks of cutting off ties with Venn, Corbus began using
`
`Venn’s trade secrets and other proprietary information to develop competing
`
`immunotherapy programs for cancer and fibrosis.
`
`4.
`
`Venn brings this case to stop Corbus’ improper use of its trade secrets and
`
`to hold Corbus accountable for its misconduct.
`
`Parties
`
`5.
`
`Venn is a limited liability company organized under the laws of Ohio
`
`with its principal place of business in Tampa, Florida.
`
`6.
`
`Corbus is a corporation organized under the laws of Delaware with its
`
`principal place of business in Norwood, Massachusetts.
`
`Jurisdiction and Venue
`
`7.
`
`This Court has federal question jurisdiction over this action under the
`
`Defend Trade Secrets Act of 2016, 18 U.S.C. § 1831, et seq., pursuant to 28 U.S.C. §
`
`1331.
`
`8.
`
`This Court has supplemental jurisdiction over the state law claims under
`
`28 U.S.C. § 1367 because the state law claims are related to the claim in this action
`
`within the Court’s subject matter jurisdiction and they form part of the same case or
`
`controversy under Article III of the United States Constitution.
`
`2
`
`

`

`Case 8:21-cv-02716-JLB-TGW Document 1 Filed 11/18/21 Page 3 of 42 PageID 3
`
`9.
`
`In addition, this Court has subject matter jurisdiction under 28 U.S.C. §
`
`1332 because the parties are citizens of different states and the amount in controversy
`
`is greater than $75,000.
`
`10. This Court has personal jurisdiction over Corbus because Corbus does
`
`business in Florida, regularly conducts business within this state and district, and
`
`negotiated with and took actions that harmed Venn, which is headquartered in this
`
`District in Florida, and because the information and other property and rights at issue
`
`are situated within this District. Corbus purposefully availed itself of this forum by,
`
`among other things, conducting business within Florida; conducting negotiations with
`
`and causing harm to Venn, which is headquartered in Florida; conducting those
`
`negotiations through its head of business development, Dylan Wenke, who was
`
`located in Florida throughout the majority of the negotiations; negotiating for Venn’s
`
`information and property rights which are situated in Florida; and misappropriating
`
`Venn’s trade secrets and confidential information which are situated in Florida.
`
`11. This Court’s exercise of personal jurisdiction over Corbus is consistent
`
`with the Constitutions of the United States and the State of Florida.
`
`12. Venue is proper in the Middle District of Florida pursuant to 28 U.S.C.
`
`§1391(b)(2) because a substantial part of the events or omissions giving rise to the
`
`claims occurred in this District. Venn is headquartered in this District, and Venn’s
`
`information and property rights at issue are situated within this District. In addition,
`
`Dylan Wenke, head of business development at Corbus and one of the primary points
`
`3
`
`

`

`Case 8:21-cv-02716-JLB-TGW Document 1 Filed 11/18/21 Page 4 of 42 PageID 4
`
`of contact during discussions between Venn and Corbus, was located in this District
`
`while the majority of the discussions between Venn and Corbus occurred.
`
`Facts
`
`I.
`
`Venn developed confidential and trade secret information regarding its
`immunotherapy programs based on antibodies VTX-001 and VTX-002.
`
`13.
`
`In April 2018, Venn licensed rights to a monoclonal antibody from the
`
`University of California. Venn gave that antibody the code-name VTX-001.
`
`integrin αvβ8. Integrin αvβ8 plays a key role in tumor cell growth.
`
`14. VTX-001 inhibits cancer growth by inhibiting a cell receptor called
`
`15. From April 2018 through the present, Venn has had exclusive rights to
`
`develop VTX-001 for commercial purposes.
`
`16.
`
`Since it licensed VTX-001, Venn has spent over three years and millions
`
`of dollars developing a promising immunotherapy for cancer based on VTX-001.
`
`17. During Venn’s development process, Venn conducted numerous
`
`experiments and made many strategic decisions about how
`
`to make
`
`its
`
`immunotherapy program based on VTX-001 successful.
`
`18. One important aspect of drug development is effectiveness, i.e., how
`
`potent the drug is at treating the target disease. Venn performed numerous
`
`experiments testing the effectiveness of VTX-001 at inhibiting integrin αvβ8. The
`
`results showed that VTX-001 was highly effective.
`
`19. A second critical component of drug development is safety. Many
`
`potential drugs that exhibit strong potency fail because they are also unsafe to use.
`
`4
`
`

`

`Case 8:21-cv-02716-JLB-TGW Document 1 Filed 11/18/21 Page 5 of 42 PageID 5
`
`Venn performed numerous experiments testing the safety of VTX-001, including
`
`animal testing. The results showed that VTX-001 was safe, even at high
`
`concentrations.
`
`20. A third important part of drug development is developing parameters for
`
`the design, manufacture, and administration of the drug, particularly at a large scale.
`
`Identifying these parameters is commonly known as “Chemistry, Manufacturing, and
`
`Controls,” or “CMC.” Through a laborious CMC process, Venn identified parameters
`
`for the design, manufacture, and administration of an immunotherapy based on VTX-
`
`001 under which it could be manufactured and administered reliably at scale.
`
`21.
`
`In addition, Venn designed a detailed protocol for Phase I clinical trials
`
`of an immunotherapy based on VTX-001. Phase I clinical trials are the first phase of
`
`human testing and a critical stage of the drug development process.
`
`22.
`
`Separate from its VTX-001 cancer program, Venn also was developing
`
`an immunotherapy for fibrosis based on a molecule code-named VTX-002. Fibrosis
`
`is a pathological wound healing process that results in scarring and can disrupt organ
`
`functionality.
`
`23. Like VTX-001, VTX-002 is a monoclonal antibody that binds to integrin
`
`cell receptors. Unlike VTX-001, however, VTX-002 targeted two integrins, not just
`
`one. VTX-002 targeted both integrin αvβ6 and integrin αvβ8.
`
`24. Venn’s strategy of targeting both integrins with a single antibody was
`
`novel, and the result of Venn’s scientific and creative thinking. Until the Spring of
`
`2021 (when, as alleged below, Corbus began developing a similar fibrosis program by
`
`5
`
`

`

`Case 8:21-cv-02716-JLB-TGW Document 1 Filed 11/18/21 Page 6 of 42 PageID 6
`
`improperly using Venn’s proprietary information), Venn was the only company with
`
`a fibrosis program designed to target both of these integrins with the same antibody.
`
`Thus, Venn had developed confidential and proprietary information regarding both its
`
`VTX-001 cancer program and its VTX-002 fibrosis program.
`
`II. Venn planned to acquire exclusive rights to a child molecule of VTX-001 for
`its cancer immunotherapy program.
`
`25.
`
`In drug development, it is common to create new molecules by making
`
`small changes to the chemical structure of existing molecules with desirable
`
`pharmacological properties. The purpose of this is to further improve the existing
`
`molecule’s desirable pharmacological properties. A new molecule created in this way
`
`is called the “child” of the existing molecule (the “parent”).
`
`26. After scientists at the University of California developed VTX-001 and
`
`the University licensed VTX-001 to Venn, those scientists made small changes to VTX-
`
`001’s chemical structure to create a child molecule of VTX-001. The child molecule
`
`is an antibody very similar to VTX-001, but preliminary studies suggested that it was
`
`potentially even more potent at inhibiting integrin αvβ8.
`
`27. The University of California informed Venn about the development of
`
`the child molecule. It had performed relatively little testing on the child molecule.
`
`However, based on the similarities between the child molecule and VTX-001 (its
`
`parent), Venn expected that the child molecule would be a very promising
`
`immunotherapy lead. Because VTX-001 and the child molecule had very similar
`
`structures, there was a high likelihood that they shared pharmacological attributes and
`
`6
`
`

`

`Case 8:21-cv-02716-JLB-TGW Document 1 Filed 11/18/21 Page 7 of 42 PageID 7
`
`would behave in similar ways under similar conditions. Indeed, that is why scientists
`
`and companies develop child molecules—because they expect them to behave
`
`similarly to their parent.
`
`28. As described above, Venn had performed extensive testing on VTX-001,
`
`which established that VTX-001 was extremely promising. Therefore, the child
`
`molecule’s very similar structure suggested that the child molecule would behave
`
`similarly to VTX-001 and would share the same positive pharmacological
`
`characteristics.
`
`29.
`
`In addition, there was a high likelihood that the same steps that were
`
`successful in developing VTX-001 would be successful in developing the child
`
`molecule. Therefore, Venn expected that it would be able to make use of the work it
`
`had done on VTX-001 to develop an immunotherapy based on the child molecule
`
`quickly and cost effectively.
`
`30. Because Venn knew the child molecule was likely to be promising based
`
`on the work it had done on VTX-001, Venn intended to license the child molecule
`
`from the University of California and incorporate it into its immunotherapy program.
`
`31. On March 11, 2020, Venn entered an exclusive negotiation agreement
`
`with the University of California, according to which the University agreed to
`
`negotiate exclusively with Venn until July 31, 2020 for the licensing of the derivative
`
`molecule. The exclusive negotiations period was then extended to December 31, 2020.
`
`Venn paid for the exclusive negotiating rights and the extension of the negotiating
`
`period.
`
`7
`
`

`

`Case 8:21-cv-02716-JLB-TGW Document 1 Filed 11/18/21 Page 8 of 42 PageID 8
`
`32. The exclusive negotiation agreement required Venn to obtain a certain
`
`amount of funding to obtain the license. Venn was just shy of this funding requirement
`
`in November 2020, and it hoped that an investment or partnership with another
`
`pharmaceutical company would put it over the threshold.
`
`33. Venn’s information about the child molecule of VTX-001, including that
`
`a “child” molecule of VTX-001 that exhibited potentially even greater anti-integrin
`
`activity than VTX-001 existed and Venn’s plans to license it, were Venn’s confidential
`
`and trade secret information.
`
`III. Venn’s confidential and trade secret information about its drug programs
`was valuable because it was secret.
`
`34. Venn’s confidential and trade secret information about VTX-001, the
`
`child molecule of VTX-001, and VTX-002 was extremely valuable. It showed that
`
`Venn’s cancer immunotherapy and fibrosis programs were promising and had
`
`potential to be developed into marketable, profitable drugs. Drug programs with this
`
`potential have high economic value and are attractive to potential investors, partners,
`
`and buyers.
`
`35. Moreover, the value of Venn’s information was substantially derived
`
`from its secrecy.
`
`36. Venn’s proprietary information provided compelling evidence that VTX-
`
`001 and VTX-002 could form the bases of promising, effective, and safe
`
`immunotherapies. So long as that information was known only to Venn, Venn could
`
`pursue such immunotherapies without competition. If the information became known
`
`8
`
`

`

`Case 8:21-cv-02716-JLB-TGW Document 1 Filed 11/18/21 Page 9 of 42 PageID 9
`
`to other companies, however, those companies could use it to decide to license or
`
`create antibodies that are similar to VTX-001 or VTX-002 and develop their own,
`
`competing therapies based on such antibodies. Venn would then face direct
`
`competition from similar programs.
`
`37.
`
`In addition, Venn’s proprietary information not only showed that
`
`antibodies like VTX-001 could form the basis of a promising immunotherapy, but also
`
`provided a roadmap showing how to develop such a therapy. For example, Venn spent
`
`a substantial amount of time and money determining optimal design, manufacturing,
`
`and administration conditions for an immunotherapy based on VTX-001. It also
`
`developed a detailed protocol for conducting Phase I clinical trials. So long as that
`
`information remained secret, only Venn could use it to advance a therapy based on
`
`VTX-001 or a similar antibody into clinical trials. If it became known to competitors,
`
`however, those competitors could use it for that same purpose too. This would
`
`eliminate any competitive advantage that the information conferred on Venn.
`
`38. Venn’s proprietary information about the child molecule of VTX-001 was
`
`also valuable because it was secret. So long as that information was known only to
`
`Venn, there was no risk that another company would attempt to license the child
`
`molecule and develop a program that would compete with Venn’s. If a competitor
`
`knew what Venn knew about the child molecule, that competitor could use that
`
`information to license the child molecule and develop a competing program with it.
`
`This would eliminate the competitive advantage that the information conferred on
`
`Venn.
`
`9
`
`

`

`Case 8:21-cv-02716-JLB-TGW Document 1 Filed 11/18/21 Page 10 of 42 PageID 10
`
`IV. Venn took reasonable measures to protect the secrecy of its confidential and
`trade secret information.
`
`39. Because it was important to the value of Venn’s therapeutic programs
`
`that the information about those programs remain confidential, Venn took affirmative
`
`steps to preserve the secrecy of that information.
`
`40. Venn’s physical facilities were locked at all times and required the use of
`
`a trackable keycard for access.
`
`41. The confidential and proprietary information concerning Venn’s drug
`
`programs was stored in electronic data rooms accessible only through a password-
`
`protected account that had been granted access.
`
`42. Venn provided access to its electronic data rooms only on a need-to-know
`
`basis and terminated access immediately when it was no longer needed.
`
`43. Before granting access
`
`to Venn’s confidential and proprietary
`
`information, Venn required employees, contractors, and consultants to sign
`
`confidentiality agreements in which they agreed not to copy, use, or disclose the
`
`information for any purpose.
`
`44. Venn regularly discussed confidentiality with its employees during team
`
`meetings.
`
`45. Venn granted access to its confidential and proprietary information to
`
`third parties rarely and only on a need-to-know basis. Before Venn did so, it required
`
`those third parties to sign strict confidentiality agreements prohibiting any copying,
`
`use, or disclosure of the confidential and proprietary information.
`
`10
`
`

`

`Case 8:21-cv-02716-JLB-TGW Document 1 Filed 11/18/21 Page 11 of 42 PageID 11
`
`V. Venn and Corbus entered a nondisclosure agreement.
`
`46. Venn and Corbus were introduced in November 2020.
`
`47. At the time Venn and Corbus were introduced, Corbus was focused
`
`exclusively on drugs targeting the endocannabinoid system. It had never been
`
`involved in developing a drug that targeted integrins.
`
`48. After being introduced to Corbus, Venn sent Corbus a non-confidential
`
`slide deck, which contained high-level, non-confidential information about Venn’s
`
`drug programs. The purpose of Venn’s non-confidential slide deck was to provide
`
`enough information to potential partners or investors to gauge whether they were
`
`interested in learning more. If there was initial interest, then Venn would provide
`
`additional, confidential information to the potential partner or investor confidentially
`
`under a nondisclosure agreement, to allow the potential partner to conduct diligence.
`
`This method of information-sharing is common in the pharmaceutical industry
`
`because it facilitates due diligence while reducing unnecessary sharing of confidential
`
`information with third parties.
`
`49. After receiving Venn’s non-confidential slide deck, Corbus wanted to
`
`learn more. Corbus sent Venn a Mutual Nondisclosure Agreement that Corbus had
`
`prepared.
`
`50. Venn executed the Mutual Nondisclosure Agreement as drafted by
`
`Corbus on November 14, 2020, and sent the executed copy to Corbus for signature.
`
`11
`
`

`

`Case 8:21-cv-02716-JLB-TGW Document 1 Filed 11/18/21 Page 12 of 42 PageID 12
`
`51. Corbus executed the Agreement and returned the fully executed copy to
`
`Venn on November 16, 2020. A true and correct copy of the fully executed Agreement
`
`is attached as Exhibit A.
`
`52.
`
`In the Agreement, Corbus promised “not to use any Confidential
`
`Information disclosed to it by the other party for its own use or for any purpose other
`
`than to carry out discussions concerning, and the undertaking of, the Relationship.”
`
`The “Relationship” was defined as “explor[ing] a possible business opportunity of
`
`mutual interest regarding [Venn] and its business operations involving the
`
`development of therapeutics targeting integrins for the treatment of human conditions
`
`(the ‘Relationship’).”
`
`53.
`
`“Confidential Information” was defined as “any oral, written, graphic or
`
`machine-readable information including, but not limited to, that which relates to
`
`patents, patent applications, research, product plans, products, developments,
`
`inventions, processes, designs, drawings, engineering, formulae, markets, regulatory
`
`information, medical reports, clinical data and analysis, reagents, cell lines, biological
`
`materials, chemical formulas, business plans, agreements with third parties, services,
`
`customers, marketing or finances of the disclosing party, which Confidential
`
`Information is designated in writing to be confidential or, if given orally or in other
`
`intangible form, provided under circumstances reasonably indicating it is confidential
`
`or proprietary or confirmed in writing as having been disclosed as confidential or
`
`proprietary within a reasonable time (not to exceed thirty (30) days) after the oral
`
`disclosure.”
`
`12
`
`

`

`Case 8:21-cv-02716-JLB-TGW Document 1 Filed 11/18/21 Page 13 of 42 PageID 13
`
`54. Corbus also promised not to “disclose or permit disclosure of any
`
`Confidential Information of the other party to third parties or to employees of the party
`
`receiving Confidential Information, other than directors, officers, employees,
`
`consultants and agents who are required to have the information in order to carry out
`
`the discussions regarding the Relationship and who are bound by confidentiality
`
`agreements” and that it would “take all reasonable measures to protect the secrecy of
`
`and avoid disclosure or use of Confidential Information of the other party in order to
`
`prevent it from falling into the public domain or the possession of persons other than
`
`those persons authorized under this Agreement to have any such information.”
`
`55. The Agreement also provided: “Any materials or documents that have
`
`been furnished by one party to the other in connection with the Relationship shall be
`
`promptly returned by the receiving party, accompanied by all copies of such
`
`documentation, within ten (10) days after [] the Relationship has been rejected or
`
`concluded.”
`
`56.
`
`In the Agreement, Corbus agreed that “monetary damages would be
`
`inadequate to compensate the disclosing party for any breach by the receiving party”
`
`and agreed and acknowledged that any “violation or threatened violation would cause
`
`irreparable injury to the disclosing party and that, in addition to any other remedies
`
`that may be available, in law, in equity or otherwise, the disclosing party shall be
`
`entitled to obtain injunctive relief against the threatened breach of this Agreement or
`
`the continuation of any such breach by the receiving party, without the necessity of
`
`proving actual damages.”
`
`13
`
`

`

`Case 8:21-cv-02716-JLB-TGW Document 1 Filed 11/18/21 Page 14 of 42 PageID 14
`
`57. The Agreement also provides: “This agreement and all acts and
`
`transactions pursuant hereto and the rights and obligations of the parties hereto shall
`
`be governed, construed and interpreted in accordance with the laws of the
`
`Commonwealth of Massachusetts, without giving effect to its principles of conflicts of
`
`law.”
`
`VI. Venn shared its confidential and trade secret information with Corbus
`under the nondisclosure agreement.
`
`58. Once Corbus had signed the Agreement, Venn provided Corbus detailed
`
`confidential and trade secret information about its drug development programs for the
`
`purpose of exploring the possible business opportunity identified above.
`
`59. This included granting Corbus access to a confidential electronic data
`
`room containing information about Venn’s drug programs. Venn granted access to
`
`Corbus employees and agents on a need-to-know basis, upon Corbus’ request. In total,
`
`Corbus requested access for, and Venn gave access to, over 25 Corbus employees and
`
`agents.
`
`60. The confidential data room that Corbus had access to contained Venn’s
`
`confidential and proprietary data, reports, and analyses from its work developing
`
`VTX-001 and VTX-002, in addition to other confidential and proprietary documents
`
`regarding its drug programs.
`
`61. Venn also arranged for its expert consultants to give Corbus several
`
`presentations about Venn’s drug programs. In these presentations, Venn’s consultants
`
`14
`
`

`

`Case 8:21-cv-02716-JLB-TGW Document 1 Filed 11/18/21 Page 15 of 42 PageID 15
`
`walked Corbus through various aspects of Venn’s programs in detail, including
`
`effectiveness, safety, and CMC.
`
`62.
`
`In addition, Venn disclosed to Corbus the existence of the child antibody
`
`of VTX-001, its expectations that the child molecule would perform similarly to VTX-
`
`001, and its plan to license the child molecule from the University of California.
`
`63. Thus, during Corbus’ diligence, Venn provided Corbus with detailed
`
`confidential and trade secret information about its drug programs. Venn designated
`
`this information to be confidential in writing, and information given orally or in other
`
`intangible form was provided under circumstances reasonably indicating it is
`
`confidential or proprietary.
`
`64. Venn provided all of the confidential and trade secret information to
`
`Corbus in reliance upon Corbus’ promises in the Agreement to keep that information
`
`strictly confidential and use it only for the potential business relationship between the
`
`companies.
`
`VI. Corbus used Venn’s confidential and trade secret information to pursue its
`own, competing drug programs.
`
`65. Venn had shared its valuable confidential and trade secret information
`
`with Corbus with the goal of entering into a business relationship, but Corbus used the
`
`information it got from Venn for a different purpose. Rather than form a business
`
`relationship with Venn, Corbus broke off negotiations with Venn and used Venn’s
`
`confidential and trade secret information to develop its own, competing programs that
`
`precisely mirror Venn’s programs.
`
`15
`
`

`

`Case 8:21-cv-02716-JLB-TGW Document 1 Filed 11/18/21 Page 16 of 42 PageID 16
`
`66.
`
`In February 2021, Venn and Corbus were finalizing negotiations
`
`regarding an acquisition of Venn’s assets by Corbus. Corbus had sent Venn a term
`
`sheet proposal for the acquisition, Venn and Corbus exchanged drafts back and forth,
`
`and the parties had reached agreement on most of the core terms, including monetary
`
`terms.
`
`67. On Corbus’ side, the negotiations were carried out primarily by Dylan
`
`Wenke, Corbus’ head of business development, and Yuval Cohen, Corbus’ Chief
`
`Executive Officer.
`
`68. During the negotiation process, Corbus consistently represented to Venn
`
`that it was excited about the deal, that it intended to move forward with the deal, and
`
`that it was committed to moving quickly. As just one example, Corbus’ CEO wrote
`
`to Venn in an email that “We’re really excited about the possibility of advancing this
`
`platform” and that “We’re committed to moving quickly from our side.”
`
`69. On February 24, however, Corbus abruptly terminated the negotiations.
`
`Corbus did not offer any explanation besides that Corbus “need[ed] more time to
`
`conduct additional work” and that “it wouldn’t be right for us to hold you back from
`
`moving forward with other potential partners.”
`
`70. Venn was surprised. The parties had already reached agreement on core
`
`terms. Corbus had repeatedly represented that it intended to move forward with the
`
`deal. And Corbus provided no explanation—nothing discovered during diligence, or
`
`anything else—for Corbus’ sudden change of heart.
`
`16
`
`

`

`Case 8:21-cv-02716-JLB-TGW Document 1 Filed 11/18/21 Page 17 of 42 PageID 17
`
`71. The real reason that Corbus broke off negotiations, Venn later learned, is
`
`that Corbus intended to develop its own, competing drug programs modeled off of
`
`Venn’s programs and using Venn’s trade secrets, rather than acquire Venn’s assets.
`
`Within two weeks of breaking off negotiations with Venn, Corbus reached out to the
`
`University of California to license the child molecule of VTX-001 and develop its own
`
`immunotherapy program with that antibody.
`
`72. On March 10, the University of California informed Venn that another
`
`company was interested in licensing the child antibody.
`
`73. Venn was again surprised. Because very little testing of the molecule had
`
`been done, there was nothing—other than Venn’s confidential information regarding
`
`the parent, VTX-001—that would interest another company. Indeed, there was no
`
`publicly available information that the child molecule even existed. And the only
`
`other companies with knowledge of Venn’s confidential information had signed
`
`contracts promising not to use that information for their own benefit.
`
`74. The University of California requested that Venn submit a proposal to
`
`license the child molecule by the end of March if it was interested in doing so. Venn
`
`submitted a proposal.
`
`75. On April 7, the University of California rejected Venn’s proposal to
`
`license the child antibody and indicated that it intended to negotiate with the other
`
`company that had expressed interest.
`
`76. Venn later found out that company was Corbus, when Corbus issued a
`
`press release on June 1 stating that it had licensed the child molecule from the
`
`17
`
`

`

`Case 8:21-cv-02716-JLB-TGW Document 1 Filed 11/18/21 Page 18 of 42 PageID 18
`
`University of California and that it was planning to use it to develop an
`
`immunotherapy to treat cancer by inhibiting integrin αvβ8 activation of TGF-β.
`
`77. Corbus used Venn’s confidential and trade secret information about
`
`VTX-001 in deciding to license the child antibody.
`
`78. For example, Corbus only learned of the existence of the child molecule
`
`through Venn’s confidential information.
`
`79. As a second example, because Venn’s proprietary information provided
`
`evidence that VTX-001 was an extremely promising antibody for developing an
`
`immunotherapy, Corbus knew that the very similar child antibody would be similarly
`
`promising.
`
`80.
`
`In addition, Venn’s confidential and trade secret information showed not
`
`only that the child antibody was promising; it also showed how to develop the child
`
`antibody into a promising immunotherapy program. Because of the similarity of the
`
`antibodies, Corbus knew that it would be able to develop the child antibody quickly
`
`and efficiently with knowledge of the steps Venn took in developing VTX-001 that led
`
`to success.
`
`81.
`
`Indeed, Corbus would not even have known about the existence of the
`
`child molecule if Venn had not disclosed to Corbus its confidential plans to license the
`
`child molecule and incorporate it into the cancer immunotherapy program.
`
`82. Thus, when it decided to license the child antibody and pursue its own
`
`immunotherapy program based on that antibody, Corbus knew that the child antibody
`
`was a promising candidate for a cancer immunotherapy, and that Corbus would be
`
`18
`
`

`

`Case 8:21-cv-02716-JLB-TGW Document 1 Filed 11/18/21 Page 19 of 42 PageID 19
`
`able to develop an immunotherapy based on the child antibody quickly and efficiently.
`
`Corbus had this knowledge—and indeed the knowledge that the child antibody
`
`existed—only because Venn shared its confidential and trade secret information with
`
`Corbus under the Agreement. And Corbus used this knowledge in its decision to
`
`license and develop the child antibody.
`
`83.
`
`In addition, Corbus has used and is continuing to use Venn’s confidential
`
`and trade secret information in developing its immunotherapy program based on the
`
`child antibody.
`
`84. For example, knowing which steps led to success in Venn’s development
`
`of VTX-001 allows Corbus to streamline its development of the child antibody because
`
`those same steps are likely to be successful for the very similar child antibody. Thus,
`
`Corbus is able to avoid spending much of the time and money that Venn did in
`
`developing VTX-001. This has and will shave substantial time and money off of
`
`Corbus’ development process.
`
`85.
`
`In addition to copying Venn’s cancer immunotherapy program, Corbus
`
`also copied Venn’s fibrosis program.
`
`antibody that targets both integrin αvβ6 and integrin αvβ8, and is now developing a
`
`86. After breaking off negotiations with Venn, Corbus acquired a different
`
`fibrosis treatment based on that antibody.
`
`87. Venn found out about Corbus’ new fibrosis program in the same June 1,
`
`2021, press release in which Corbus announced the launch of its cancer
`
`immunotherapy program. In that same press release, Corbus announced the launch
`
`19
`
`

`

`Case 8:21-cv-02716-JLB-TGW Document 1 Filed 11/18/21 Page 20 of 42 PageID 20
`
`of its fibrosis program with an antibody that targets both integrin αvβ6 and integrin
`αvβ8. The press release stated that “Corbus believes targeting both integrins at once
`
`is a rational approach to treating fibrotic diseases.”
`
`88. Corbus used Venn’s confidential and trade secret information regarding
`
`its fibrosis program in deciding to acquire this antibody and develop a fibrosis program
`
`around it.
`
`89. Corbus would not have understood the benefits of targeting both
`
`integrins with a single antibody if Venn had not shared confidential and trade secret
`
`information about its VTX-002 program with Corbus.
`
`90. Moreover, Corbus has used and is intending to continue using Venn’s
`
`confidential and trade secret information, including Venn’s strategies for development,
`
`in developing its new fibrosis program.
`
`VII. Corbus’ use of Venn’s confidential and trade secret information has caused
`and continues to cause Venn harm.
`
`91. Corbus’ use of Venn’s confidential trade secret information has caused
`
`significant harm to Venn.
`
`92. To begin, Venn was unable to license the child molecule that it intended
`
`to incorporate into its immunotherapy program because Corbus did so.
`
`93.
`
`In addition, Venn’s immunotherapy and fibrosis programs now face
`
`direct competition from Corbus’ mirror-image programs. This competition reduces
`
`the value of Venn’s programs.
`
`20
`
`

`

`Case 8:21-cv-02716-JLB-TGW Document 1 Filed 11/18/21 Page 21 of 42 PageID 21
`
`94. Moreo

This document is available on Docket Alarm but you must sign up to view it.


Or .

Accessing this document will incur an additional charge of $.

After purchase, you can access this document again without charge.

Accept $ Charge
throbber

Still Working On It

This document is taking longer than usual to download. This can happen if we need to contact the court directly to obtain the document and their servers are running slowly.

Give it another minute or two to complete, and then try the refresh button.

throbber

A few More Minutes ... Still Working

It can take up to 5 minutes for us to download a document if the court servers are running slowly.

Thank you for your continued patience.

This document could not be displayed.

We could not find this document within its docket. Please go back to the docket page and check the link. If that does not work, go back to the docket and refresh it to pull the newest information.

Your account does not support viewing this document.

You need a Paid Account to view this document. Click here to change your account type.

Your account does not support viewing this document.

Set your membership status to view this document.

With a Docket Alarm membership, you'll get a whole lot more, including:

  • Up-to-date information for this case.
  • Email alerts whenever there is an update.
  • Full text search for other cases.
  • Get email alerts whenever a new case matches your search.

Become a Member

One Moment Please

The filing “” is large (MB) and is being downloaded.

Please refresh this page in a few minutes to see if the filing has been downloaded. The filing will also be emailed to you when the download completes.

Your document is on its way!

If you do not receive the document in five minutes, contact support at support@docketalarm.com.

Sealed Document

We are unable to display this document, it may be under a court ordered seal.

If you have proper credentials to access the file, you may proceed directly to the court's system using your government issued username and password.


Access Government Site

We are redirecting you
to a mobile optimized page.





Document Unreadable or Corrupt

Refresh this Document
Go to the Docket

We are unable to display this document.

Refresh this Document
Go to the Docket