Case: 1:19-cv-02648 Document #: 92 Filed: 03/30/20 Page 1 of 120 PageID #:1526
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`
`
`
`UNITED STATES DISTRICT COURT
`FOR THE NORTHERN DISTRICT OF ILLINOIS
`
`
`
`
`
`PHILIPS MEDICAL SYSTEMS
`(CLEVELAND), INC., and PHILIPS MEDICAL
`SYSTEMS DMC, GmbH,
`
`
`
`v.
`
`JOSE BUAN, GL LEADING TECHNOLOGIES,
`INC., KUNSHAN YIYUAN MEDICAL
`TECHNOLOGY CO., LTD., KUNSHAN GUOLI
`ELECTRONIC TECHNOLOGY CO., LTD., and
`SHERMAN JEN
`
`
`
`
`
`
`
`
`
`Civil Action No. 1:19-cv-02648
`
`SECOND AMENDED COMPLAINT
`
`JURY TRIAL DEMANDED
`
`Plaintiff,
`
`Defendants.
`
`Plaintiffs, Philips Medical Systems (Cleveland), Inc. and Philips Medical Systems DMC,
`
`GmbH (collectively, “Philips” or “Plaintiffs”) by their attorneys, for their Second Amended
`
`Complaint against Defendants, Jose Buan (“Buan”), GL Leading Technologies, Inc. (“GL
`
`Leading”), Kunshan Yiyuan Medical Technology Co. (“Yiyuan”), Kunshan Guoli Electronic
`
`Technology Co., Ltd. (“GuoLi”) and Sherman Jen (“Jen”) (collectively, “Defendants”), allege as
`
`follows:
`
`THE PARTIES
`
`1.
`
`Plaintiff Philips Medical Systems (Cleveland), Inc. is a corporation organized and
`
`existing under the laws of the State of California with its principal place of business in Cleveland,
`
`Ohio.
`
`
`
`
`2.
`
`Plaintiff Philips Medical Systems DMC, GmbH, is an entity existing under the
`
`
`

`

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`laws of the Federal Republic of Germany with its principal place of business in Hamburg,
`
`Germany.
`
`3.
`
`Philips is engaged in the business of research, development, and
`
`commercialization of medical imaging technology, in addition to other, unrelated products and/or
`
`services.
`
`4.
`
`5.
`
`On information and belief, Defendant Buan is a citizen of the State of Illinois.
`
`On information and belief, Defendant GL Leading is an Illinois corporation with
`
`its headquarters and principal place of business in Aurora, Illinois.
`
`6.
`
`On information and belief, GL Leading is in the business of designing
`
`replacement and OEM components for medical imaging equipment.
`
`7.
`
`On information and belief, Yiyuan is a Chinese business entity with its principal
`
`place of business at ST28 Xihu Road, Kunshan, Jiangsu Province, China.
`
`8.
`
`On information and belief, Yiyuan is engaged in research and development,
`
`manufacturing and selling products for medical imaging equipment, providing technical
`
`development, technical services and technical consultation in the field of medical imaging
`
`technology. Yiyuan also engages in import and export of goods and technologies.
`
`9.
`
`On information and belief, GuoLi is a Chinese business entity with its principal
`
`place of business at ST28 Xihu Road, Kunshan, Jiangsu Province, China.
`
`10.
`
`On information and belief, GuoLi is a stockholding enterprise specializing in
`
`developing and manufacturing electrical vacuum products, including X-ray tubes.
`
`11.
`
`On information and belief, Defendant Jen regularly conducts business in the State
`
`of Illinois, as an employee (Principal Engineer) at defendant GL Leading Technologies, Inc., at
`
`3565 Butterfield Road, Suite 121, Aurora, Illinois 60502.
`
`
`
`
`2
`
`

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`Case: 1:19-cv-02648 Document #: 92 Filed: 03/30/20 Page 3 of 120 PageID #:1528
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`12.
`
`On information and belief, Jen was an employee of Philips and is an employee of
`
`GL Leading in the State of Illinois and perpetrated at least a substantial component of the
`
`unlawful acts alleged herein in the State of Illinois.
`
`JURISDICTION AND VENUE
`
`13.
`
`The Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1331 in that a
`
`cause of action arises under federal law – the Defend Trade Secrets Act, 18 U.S.C. § 1836, et seq.
`
`This Court also has subject matter jurisdiction pursuant to 28 U.S.C. § 1332 because this action is
`
`between a citizen of this State and a citizen or subject of a foreign state, and the amount in
`
`controversy exceeds $75,000, exclusive of interest and costs. This Court has supplemental
`
`jurisdiction over the Illinois state law claims asserted herein pursuant to 28 U.S.C. § 1367.
`
`14.
`
`This Court has personal jurisdiction over Buan under 735 ILCS 5/2-209, at least
`
`because he is a natural person residing in and doing business in the State of Illinois.
`
`15.
`
`This Court has personal jurisdiction over GL Leading under 735 ILCS 5/2-209, at
`
`least because GL Leading is a corporation incorporated, headquartered, and doing business in the
`
`State of Illinois.
`
`16.
`
`This Court has personal jurisdiction over Yiyuan under 735 ILCS 5/2-209
`
`because Yiyuan has purposely availed itself of the benefits and protections of this District,
`
`including, on information and belief, transacting business within this District, having entered into
`
`a contract with GL Leading where the performance of obligations under that contract are to take
`
`place, and have taken place, in this District and its exercise of control of GL Leading in this
`
`District. In addition, on information and belief, Yiyuan has shipped articles in furtherance of
`
`wrongdoing alleged herein to GL Leading in this District. In addition, on information and belief,
`
`at least certain officers, directors and/or managing agents of Yiyuan have engaged in business
`
`
`
`
`3
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`

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`activities in this District in connection with the wrongdoing alleged herein.
`
`17.
`
`Alternatively, this Court has personal jurisdiction over Yiyuan under Fed. R. Civ.
`
`P. 4(k)(2).
`
`18.
`
`This Court has personal jurisdiction over GuoLi under 735 ILCS 5/2-209 because
`
`GuoLi has purposely availed itself of the benefits and protections of this District, including, on
`
`information and belief, by transacting business within this District, undertaking activities related
`
`to the formation of GL Leading, and recruiting Buan and other former Philips’ technical
`
`employees. In addition, on information and belief, GuoLi has shipped articles in furtherance of
`
`wrongdoing alleged herein to GL Leading in this District. In addition, on information and belief,
`
`at least certain officers, directors and/or managing agents of GuoLi have engaged in business
`
`activities in this District in connection with the wrongdoing alleged herein.
`
`19.
`
`Alternatively, this Court has personal jurisdiction over GuoLi under Fed. R. Civ.
`
`P. 4(k)(2).
`
`20.
`
`This Court has personal jurisdiction over Jen under 735 ILCS 5/2-209, at least
`
`because he regularly does business in the State of Illinois.
`
`21.
`
`Venue is proper in this Court pursuant to 28 U.S.C. § 1391(b)(1) as Buan, GL
`
`Leading are residents of the State of Illinois.
`
`22.
`
`Venue is also proper in this Court pursuant to 28 U.S.C. § 1391(b)(2) as a
`
`substantial part of the events giving rise to Philips’ claims occurred in this district, including
`
`Defendants’ acts and/or omissions constituting multiple breaches of contract and trade secret
`
`misappropriation, as further alleged below.
`
`23.
`
`Venue is also proper in this Court pursuant to the forum selection clause
`
`contained in the Buan and Jen Termination Agreements described herein and attached hereto.
`
`
`
`
`4
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`

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`Case: 1:19-cv-02648 Document #: 92 Filed: 03/30/20 Page 5 of 120 PageID #:1530
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`BACKGROUND
`
`Jose Buan
`
`24.
`
`On information and belief, from approximately October 1997 to August 2000,
`
`Buan worked for the Dunlee Corporation, a division of Picker International (“Dunlee”), a
`
`company with a facility in Aurora, Illinois that designed, manufactured, and distributed X-ray
`
`tubes for OEM and replacement applications, among other products. During this time, Buan
`
`worked as a Design Engineer, including extensive work on X-ray tubes.
`
`25.
`
`In October 2001, Philips Medical Systems (Cleveland), Inc. acquired Dunlee,
`
`including Dunlee’s facility in Aurora, Illinois, at which at all pertinent times Buan remained an
`
`employee.
`
`26.
`
`In September 2007, Buan began working as an Electrical Design Engineer/Project
`
`Manager at Philips’ Dunlee facility in Aurora, Illinois, again including extensive work on Philips
`
`X-ray tubes.
`
`27.
`
`In or around November 2015, Buan became a manager of Electrical Engineering
`
`& Engineering Services at Philips, continuing to work at Philips’ Dunlee facility in Aurora,
`
`Illinois, and again including extensive work on Philips’ X-ray tubes.
`
`28.
`
`On September 19, 2007, Buan signed a Philips Employee Ethics and Intellectual
`
`Property Agreement (“Buan Employment Agreement”), a true and correct copy of which is
`
`attached as Exhibit A.
`
`29.
`
`In the Buan Employment Agreement, in “consideration of [his] accepting or
`
`continuing at will employment at Philips . . . and in consideration of the salary or wages paid to
`
`him, [Buan] agree[d],” inter alia, to the following terms:
`
`•
`
`“1. Not to use, publish or otherwise disclose (except as my job requires)
`
`
`
`
`5
`
`

`

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`either during or after my employment, any secret or confidential
`
`(proprietary) information or data of the company or its customers or any other
`
`third party received by the company in confidence.” (emphasis added)
`
`•
`
`“2. Upon the termination of my employment, to deliver promptly to the company
`
`all written and other materials, that relate to the business of the company or its
`
`affiliates including, without limitation, computers, laptops, hand-held computers
`
`and cell phones.”
`
`•
`
`“I have read and understand the Philips Electronics North America Corporation
`
`‘Simply Right’ book. In consideration of my continuing at will employment with
`
`the company, I agree to abide by the ethical and legal principles of the company
`
`as they are incorporated in this book. I understand that failure to do so may result
`
`in the termination of my employment.”
`
`30.
`
`Philips “Simply Right” Employee Handbook (the “Employee Handbook,” Exhibit
`
`B), which Buan acknowledged that he “read and understood,” and by which he “agree[d] to
`
`abide” in the Buan Employment Agreement, imposed additional obligations on Buan, including
`
`that he “[c]onduct business in strict compliance with applicable laws and according to company
`
`policies and guidelines.”
`
`31.
`
`The Employee Handbook informed employees, “You are urged to read this book
`
`carefully, understand it completely, and agree to abide by its principles of ethical and business
`
`conduct.”
`
`32.
`
`The Employee Handbook further reinforced Buan’s (and all Philips employees’)
`
`obligations of confidentiality and restrictions on the use of Philips electronic communications and
`
`information systems, stating:
`
`
`
`
`6
`
`

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`Case: 1:19-cv-02648 Document #: 92 Filed: 03/30/20 Page 7 of 120 PageID #:1532
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`•
`
`“Confidential and proprietary information is information which gives the
`
`company a competitive advantage and is not generally known by outside
`
`individuals. This includes data about research, operations, products, plans,
`
`strategies, manufacturing, marketing, finances, employees, and customers,
`
`suppliers and business partners.” (emphasis added)
`
`•
`
`“It is unethical and illegal for you to use Philips information for personal
`
`gain. Do not discuss confidential company business with anyone outside the
`
`company, including family and friends. Limit the distribution of confidential
`
`material to those who must know about it. Keep important papers locked up and
`
`keep letters and memos out of view.” (emphasis added)
`
`•
`
`“Philips electronic mail (e-mail), electronic voice mail (phone), and
`
`inter/intranet systems are company assets and should be used for Philips
`
`•
`
`•
`
`business purposes only. . . .” (emphasis added)
`
`“Access to the internet is not allowed for business or profit-making activities that
`
`are external to Philips.”
`
`“Employees cannot use Philips e-mail, intranet, internet or social media in any
`
`way that is illegal or might otherwise damage Philips’ reputation such as: . . .
`
`Using these resources for personal gain (e.g. through on-line gambling or non-
`
`Philips business activities).”
`
`•
`
`“Good laptop and computer security practices are necessary to ensure that
`
`personal or sensitive data and Philips confidential information are protected.”
`
`33.
`
`At all times relevant to this Complaint, Buan was bound by the terms of the Buan
`
`Employment Agreement and the Employee Handbook.
`
`
`
`
`7
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`

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`34.
`
`On or about November 12, 2017, Buan received an offer letter on behalf of GL
`
`Leading.
`
`35.
`
`On or about December 2, 2017, Buan received a revised offer letter on behalf of
`
`GL Leading.
`
`36.
`
`On or about December 4, 2017, Buan transmitted a signed offer letter to GL
`
`Leading.
`
`37.
`
`On information and belief, at least as of December 12, 2017, Buan was actively
`
`trying to recruit Philips employees to GL Leading.
`
`38.
`
`On or about December 20, 2017, Buan executed a Settlement and General Release
`
`Agreement, a true and correct copy of which is attached as Exhibit C (“Buan Termination
`
`Agreement”), with Buan’s employment by Philips terminating on December 29, 2017.
`
`39.
`
`In the Buan Termination Agreement, in exchange for substantial severance
`
`payments, Buan agreed to several additional restrictions on his use of Philips information,
`
`including:
`
`•
`
`“that all information contained or possessed by you relative to the activities of
`
`the Philips Group which is of a secret or confidential nature, which may
`
`include but is not limited to customer lists, pricing, and technical and
`
`production know-how, developments, inventions, processes, or
`
`administrative procedures, is the property of the Philips Group or its
`
`licensors, as the case may be, and you shall not during the term of this
`
`agreement or thereafter, use for the benefit of others or disclose to others
`
`such information so long as its secret or confidential nature be preserved by
`
`the Philips Group . . . .” (emphasis added)
`
`8
`
`
`
`
`

`

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`•
`
`“to return to Philips on or before December 29, 2017, any and all property of
`
`Philips currently in your possession, including, but not limited to, computers and
`
`credit cards.” (emphasis added)
`
`•
`
`“that during the remainder of your employment and for a period of one year
`
`thereafter, you shall not, directly or indirectly, divert, entice away, solicit or in
`
`any other manner persuade or attempt to persuade (a ‘Solicitation’) any person
`
`who is, or was, at any time within the twelve (12)-month period prior to such
`
`Solicitation, an officer, director, manager, employee, agent, licensor, licensee,
`
`customer, or supplier of the Philips Group to discontinue, terminate or adversely
`
`alter its or their relationship with the Philips Group.”
`
`•
`
`“to maintain a high level of professionalism with the organization and its
`
`associates upon your exit.”
`
`40.
`
`The Buan Termination Agreement provided generous consideration for Buan’s
`
`agreement to its terms, including:
`
`•
`
`•
`
`•
`
`a lump sum severance payment of $54,204.44;
`
`a retention bonus in the amount of $34,238.60; and
`
`continued coverage under the Philips medical, dental, vision and/or basic life
`
`benefit programs for a period of three months after termination.
`
`41.
`
`The Buan Termination Agreement also provided that “the laws of the State of
`
`Illinois shall govern this Agreement without regard to its conflicts of laws and that any litigation
`
`concerning this Agreement shall be brought in the state or federal courts of Illinois.”
`
`42.
`
`On information and belief, throughout his employment by Philips, including at the
`
`end of that employment in December 2017, Buan had access to Philips’ secret, confidential,
`
`
`
`
`9
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`

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`proprietary, and trade secret information, including such information related to the development,
`
`manufacturing, improvement, and support of Philips’ X-ray tube products.
`
`43.
`
`At all times since on or about December 20, 2017, Buan was bound by the terms
`
`of the Buan Termination Agreement.
`
`Sherman Jen
`
`44.
`
`In or around July 2006, Jen began working as a Senior Mechanical Engineer at
`
`Philips Dunlee facility in Aurora, Illinois. In this role, Jen was extensively involved in the design
`
`and manufacturing of Philips’ X-ray tubes, involving simulating, prototyping, testing, validating,
`
`supplier qualification, manufacturing process development, and new product introduction.
`
`45.
`
`On March 24, 2013, Jen signed a Philips Employee Ethics and Intellectual
`
`Property Agreement (“Jen Employment Agreement”), a true and correct copy of which is
`
`attached as Exhibit D.
`
`46.
`
`In the Jen Employment Agreement, in “consideration of [his] accepting or
`
`continuing at will employment at Philips . . . and in consideration of the salary or wages paid to
`
`him, [Jen] agree[d],” inter alia, to the following terms:
`
`•
`
`“1. Not to use, publish or otherwise disclose (except as my job requires)
`
`either during or after my employment, any secret or confidential
`
`(proprietary) information or data of the company or its customers or any other
`
`third party received by the company in confidence.” (emphasis added)
`
`•
`
`“2. Upon the termination of my employment, to deliver promptly to the company
`
`all written and other materials, that relate to the business of the company or its
`
`affiliates including, without limitation, computers, laptops, hand-held computers
`
`and cell phones.”
`
`10
`
`
`
`
`

`

`Case: 1:19-cv-02648 Document #: 92 Filed: 03/30/20 Page 11 of 120 PageID #:1536
`
`•
`
`“I have read and understand the Philips Electronics North America Corporation
`
`‘Simply Right’ book. In consideration of my continuing at will employment with
`
`the company, I agree to abide by the ethical and legal principles of the company
`
`as they are incorporated in this book. I understand that failure to do so may result
`
`in the termination of my employment.”
`
`47.
`
`Philips “Simply Right” Employee Handbook (the “Employee Handbook,” Exhibit
`
`B, referred to in paragraph 30 above), which Jen acknowledged that he “read and underst[oo]d,”
`
`and by which he “agree[d] to abide” in the Jen Employment Agreement, imposed additional
`
`obligations on Jen, including that he “[c]onduct business in strict compliance with applicable laws
`
`and according to company policies and guidelines.”
`
`48.
`
`The Employee Handbook informed employees, “You are urged to read this book
`
`carefully, understand it completely, and agree to abide by its principles of ethical and business
`
`conduct.”
`
`49.
`
`The Employee Handbook further reinforced Jen’s (and all Philips employees’)
`
`obligations of confidentiality and restrictions on the use of Philips electronic communications and
`
`information systems, stating:
`
`•
`
`“Confidential and proprietary information is information which gives the
`
`company a competitive advantage and is not generally known by outside
`
`individuals. This includes data about research, operations, products, plans,
`
`strategies, manufacturing, marketing, finances, employees, and customers,
`
`suppliers and business partners.” (emphasis added)
`
`•
`
`“It is unethical and illegal for you to use Philips information for personal
`
`gain. Do not discuss confidential company business with anyone outside the
`
`
`
`
`11
`
`

`

`Case: 1:19-cv-02648 Document #: 92 Filed: 03/30/20 Page 12 of 120 PageID #:1537
`
`company, including family and friends. Limit the distribution of confidential
`
`material to those who must know about it. Keep important papers locked up and
`
`keep letters and memos out of view.” (emphasis added)
`
`•
`
`“Philips electronic mail (e-mail), electronic voice mail (phone), and
`
`inter/intranet systems are company assets and should be used for Philips
`
`•
`
`•
`
`•
`
`•
`
`business purposes only. . . .” (emphasis added)
`
`“Access to the internet is not allowed for business or profit-making activities that
`
`are external to Philips.”
`
`“Employees cannot use Philips e-mail, intranet, internet or social media in any
`
`way that is illegal or might otherwise damage Philips’ reputation such as: . . .
`
`Using these resources for personal gain (e.g. through on-line gambling or non-
`
`Philips business activities).”
`
`“Good laptop and computer security practices are necessary to ensure that
`
`personal or sensitive data and Philips confidential information are protected.”
`
`“It is your responsibility to be fully dedicated to your job and to Philips and
`
`not allow your loyalties to be divided by any outside influence. It is also
`
`important to avoid any appearance of a conflict of interest. Use common sense
`
`and good judgment to avoid all conflicts of interest or potential conflicts of
`
`interest. Always ask yourself what is best for the company when you make
`
`business decisions. Any actual or potential conflicts of interest must be
`
`immediately disclosed in writing to your manager and Ethics Officer. This
`
`includes any outside employment or business activity, as discussed in the
`
`‘Financial Interest’ section of this booklet.” (emphasis added)
`
`
`
`
`12
`
`

`

`Case: 1:19-cv-02648 Document #: 92 Filed: 03/30/20 Page 13 of 120 PageID #:1538
`
`•
`
`“Neither you nor any immediate family member should have a financial
`
`interest in any outside company or activity if the interest could influence, or
`
`seem to influence, your actions or conflicts with Philips’ interest. This
`
`includes having a financial interest in our competitors, suppliers of products
`
`and services, and/or customers. Financial interest exists when you and/or a
`
`member of your family own or control all or part of the business or property
`
`of the person or company, or have a financial stake in its performance. Your
`
`interest might stem from your role as an employee, agent, representative,
`
`officer, director, consultant, creditor or debtor.” (emphasis added)
`
`50.
`
`At all times relevant to this Complaint, Jen was bound by the terms of the Jen
`
`Employment Agreement and the Employee Handbook.
`
`51.
`
`At least as of August 2017, Jen was in communication with GuoLi regarding the
`
`formation of GL Leading, and on information and belief, Jen was actively involved in trying to
`
`recruit Philips employees to GuoLi/GL Leading and in sending Philips confidential information
`
`and trade secrets to GuoLi/GL Leading, between at least August 2017 and December 2017.
`
`52.
`
`On or about December 15, 2017, Jen executed a Settlement and General Release
`
`Agreement, a true and correct copy of which is attached as Exhibit E (“Jen Termination
`
`Agreement”), with Jen’s employment by Philips terminating on December 29, 2017.
`
`53.
`
`In the Jen Termination Agreement, in exchange for substantial severance
`
`payments, Jen agreed to several additional restrictions on his use of Philips information,
`
`including:
`
`•
`
`“that all information contained or possessed by you relative to the activities of
`
`the Philips Group which is of a secret or confidential nature, which may
`
`
`
`
`13
`
`

`

`Case: 1:19-cv-02648 Document #: 92 Filed: 03/30/20 Page 14 of 120 PageID #:1539
`
`include but is not limited to customer lists, pricing, and technical and
`
`production know-how, developments, inventions, processes, or
`
`administrative procedures, is the property of the Philips Group or its
`
`licensors, as the case may be, and you shall not during the term of this
`
`agreement or thereafter, use for the benefit of others or disclose to others
`
`such information so long as its secret or confidential nature be preserved by
`
`the Philips Group . . . .” (emphasis added)
`
`•
`
`“to return to Philips on or before December 29, 2017, any and all property of
`
`Philips currently in your possession, including, but not limited to, computers and
`
`credit cards.” (emphasis added)
`
`•
`
`“that during the remainder of your employment and for a period of one year
`
`thereafter, you shall not, directly or indirectly, divert, entice away, solicit or in
`
`any other manner persuade or attempt to persuade (a ‘Solicitation’) any person
`
`who is, or was, at any time within the twelve (12)-month period prior to such
`
`Solicitation, an officer, director, manager, employee, agent, licensor, licensee,
`
`customer, or supplier of the Philips Group to discontinue, terminate or adversely
`
`alter its or their relationship with the Philips Group.”
`
`•
`
`“to maintain a high level of professionalism with the organization and its
`
`associates upon your exit.”
`
`54.
`
`The Jen Termination Agreement provided generous consideration for Jen’s
`
`agreement to its terms, including:
`
`a lump sum severance payment of $55,117.48;
`
`continued coverage under the Philips medical, dental, vision and/or basic life
`
`14
`
`•
`
`•
`
`
`
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`Case: 1:19-cv-02648 Document #: 92 Filed: 03/30/20 Page 15 of 120 PageID #:1540
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`benefit programs for a period of three months after termination.
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`55.
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`The Jen Termination Agreement also provided that “the laws of the State of
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`Illinois shall govern this Agreement without regard to its conflicts of laws and that any litigation
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`concerning this Agreement shall be brought in the state or federal courts of Illinois.”
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`56.
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`On information and belief, throughout his employment by Philips, including at the
`
`end of that employment in December, 2017, Jen had access to Philips’ secret, confidential,
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`proprietary and trade secret information, including information related to the development,
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`manufacturing, improvement, commercialization and support of Philips X-ray tube products.
`
`57.
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`At all times since on or about December 15, 2017, Jen was bound by the terms of
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`the Jen Termination Agreement.
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`Confidential and Trade Secret Information Related to Philips 2XXX X-Ray Tubes
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`58.
`
`During his time as a Design Engineer, Electrical Design Engineer/Project
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`Manager and Manager of Electrical Engineering & Engineering Services at Philips, Buan worked
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`extensively on Philips 2XXX family of X-ray tubes, including the CTR2150 and CTR2280 X-ray
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`Tubes (the “Philips 2XXX X-Ray Tubes”).
`
`59.
`
`During his time as a Senior Mechanical Engineer, Jen worked extensively on
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`Philips 2XXX X-Ray Tubes.
`
`60.
`
`Philips 2XXX X-ray Tubes are a critical component used in the production of
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`certain Philips computed tomography (CT or CAT) imaging machines; and are also sold to
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`external customers (OEM) for initial and replacement usage. The Philips 2XXX X-ray Tubes are
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`the result of years and millions of dollars of research and development work to optimize product
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`design and manufacturing specifications and techniques.
`
`61.
`
`One would not be able to reverse engineer the internal workings, the logic behind
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`Case: 1:19-cv-02648 Document #: 92 Filed: 03/30/20 Page 16 of 120 PageID #:1541
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`their electrical and physical workings, and other features that differentiate the Philips 2XXX X-
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`ray Tubes in the market.
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`62.
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`As employees working and then managing CTR2150 X-ray tube projects, Buan
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`and Jen had unfettered access to myriad documentation of Philips’ trade secret and confidential
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`business information relating to all aspects of the 2XXX project X-Ray Tube, including design,
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`design history, specifications, manufacturing techniques, quality systems, and process
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`improvement. Buan’s and Jen’s log-on credentials provided Buan and Jen with access to the
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`entire design, manufacturing, quality and marketing files related to the Philips 2XXX X-ray
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`Tubes in addition to other Philips products.
`
`63.
`
`For example, on information and belief, Jen led the design of a many mechanical
`
`and electrical components of Philips’ X-ray tubes, including the 2XXX X-ray tubes. Jen also
`
`designed numerous fixtures and tooling for manufacturing and testing of Philips’ X-ray tubes,
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`including the 2XXX X-ray tubes. For example, Jen lead the design of a SmartID system for use
`
`in Philips’ X-ray tubes, and had access to design schematics and other confidential technical
`
`documents related to the SmartID system. Jen had access to (and drafted many) technical
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`specifications and reports regarding the design specifications and manufacturing processes of
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`Philips’ X-ray tubes, including the 2XXX X-ray tubes. Jen also had access to Philips 6-sigma
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`documentation.
`
`64.
`
`The Philips 2XXX X-ray Tubes were designed, and at least until Buan’s and Jen’s
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`termination in December 2017, were manufactured at the Dunlee facility in Aurora, Illinois for
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`Philips Medical Systems DMC, GmbH.
`
`65.
`
`Buan’s and, on information and belief, Jen’s access to Philips’ trade secret and
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`confidential business information also included access to information concerning the design and
`
`
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`Case: 1:19-cv-02648 Document #: 92 Filed: 03/30/20 Page 17 of 120 PageID #:1542
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`manufacture of certain other Philips’ X-ray tubes, including the design, design history,
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`specifications, manufacturing techniques, quality systems, and process improvement
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`documentation for Philips’ iMRC X-ray Tubes. The iMRC Tubes are vitally important to Philips’
`
`medical imaging business. They are one-of-a-kind in the market, and the result of many years of
`
`research and development at great expense to Philips. One would not be able to reverse engineer
`
`the internal workings, the logic behind their electrical and physical workings, and other features
`
`that differentiate the Philips iMRC X-ray Tubes in the market.
`
`Buan Downloaded Philips’ Trade Secret and Other Confidential Business Information
`After Executing the Buan Termination Agreement
`
`66.
`
`Over the course of his employment, Buan was issued one or more Philips
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`computers, including a Hewlett Packard Z230 Workstation, serial number 2UAQ5211SNM, (the
`
`“Company Workstation”) including a 512 GB Micron HDD hard drive, Model
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`MTFDDAK512MBF-1AN1ZABHA, serial number 14450F69D01A (the “Micron HDD
`
`14450F69D01A”).
`
`67.
`
`Buan’s Company Workstation, its contents, and the contents of Philips’ computer
`
`networks, including files, applications, and contents of Philips’ OneDrive locations, are Philips’
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`“materials” as that term is used in paragraph 2 of the Buan Employment Agreement and are
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`Philips’ “information” as that term is used in paragraph 2 of the Buan Termination Agreement.
`
`68.
`
`On information and belief, on or about December 18, 2017, several weeks after
`
`Buan signed an offer letter from GL Leading, Buan deleted over 4900 electronic files, and
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`“double deleted” (viz. he deleted a file and then deleted it again from within the Company
`
`Workstation’s “recycle bin”) about 80 additional electronic files from the Company Workstation.
`
`69.
`
`On information and belief, on or about December 26, 2017 at or around 08:09:39
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`(all times provided herein are in Central Time, unless stated otherwise), Buan used the Company
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`Case: 1:19-cv-02648 Document #: 92 Filed: 03/30/20 Page 18 of 120 PageID #:1543
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`Workstation and Philips log-on credentials to log on to the Company Workstation using the user
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`profile “usd28232.”
`
`70.
`
`On information and belief, on or about December 26, 2017 at or around 08:11:27,
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`Buan accessed Philips’ secured OneDrive for Business cloud storage system where Philips stored,
`
`among other information, certain trade secret and other confidential business information used in,
`
`and valuable to, Philips’ business.
`
`71.
`
`On information and belief, on or about December 26, 2017 at or around 14:29:58,
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`Buan created a new folder on the Desktop of the user profile “usd28232” on the Company
`
`Workstation.
`
`72.
`
`On information and belief, on or about December 26, 2017, at or around 14:30:10
`
`and 14:32:32, Buan copied over 740 Philips’ files, including trade secret and other confidential
`
`business information (the “First Tranche of Proprietary Philips Files”) from Philips’ OneDrive for
`
`Business to the “temp” folder on the Desktop of the user profile “usd28232” on the Company
`
`Workstation.
`
`73.
`
`On information and belief, the First Tranche of Philips Proprietary Files copied
`
`from the Philips secured OneDrive for Business cloud storage system to the Company
`
`Workstation included at least a series of presentations and supporting data, fully documenting
`
`Philips’ confidential six sigma1 process improvement projects to critically analyze and improve
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`reliability of its Philips 2XXX X-ray Tubes and other X-ray tube products. The presentations
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`included files named “DMAIC_A-Team_final.pptx,” “DMAIC_A-Team_review_board.pptx,”
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`“DMAIC-DragonReview-Final.pdf,” and numerous similar files, copied, on information and
`
`
`1 “Six sigma” is a