Case 2:23-cv-00237-JDL Document 76 Filed 04/25/24 Page 1 of 30 PageID #: 807
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`UNITED STATES DISTRICT COURT FOR
`THE DISTRICT OF MAINE
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`2:23-CV-00237-JDL
`: Case No.
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`JUBILANT GENERICS LIMITED,
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`Plaintiff,
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`v.
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`DECHRA VETERINARY PRODUCTS, LLC,
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` ----------------------------------------------------------
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`Defendant.
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`Case 2:23-cv-00237-JDL Document 76 Filed 04/25/24 Page 2 of 30 PageID #: 808
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`AMENDED COMPLAINT FOR INJUNCTIVE AND
`OTHER RELIEF
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`Plaintiff Jubilant Generics Limited (“Jubilant”), by and through its undersigned attorneys,
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`alleges as follows for its Amended Complaint (“Complaint”) against Defendant Dechra
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`Veterinary Products, LLC (collectively, “Dechra”):
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`NATURE OF THE ACTION
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`1.
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`This action is the result of a company (Dechra) failing to comply with certain
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`
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`promises and obligations it owes a fifteen (15) year business partner (Jubilant) and, instead,
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`choosing to steal its partner’s confidential information and property when the relationship ended.
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`2.
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`Specifically, Jubilant and Dechra entered into a Licensing and Supply Agreement
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`on December 10, 2007, which was modified with Amendment #1 on March 28, 2018 (collectively,
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`the “Agreement”). (A copy of the Agreement is attached as Exhibit A).1 On January 18, 2007,
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`Jubilant had Dechra execute a “Confidentiality Agreement” before Jubilant would share any
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`confidential and proprietary information with Dechra. The information identified in paragraphs
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`38, 39 and 40 is Jubilant Confidential Information (including Jubilant Trade Secrets) and
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`intellectual property (collectively, “Confidential Information”) under the Confidentiality
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`Agreement and the Agreement. (A copy of the Confidentiality Agreement is attached as Exhibit
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`B).
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`3.
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`Under the Agreement, Jubilant agreed to manufacture, and Dechra agreed to sell,
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`Enrofloxacin, a fluoroquinolone antibiotic chewable tablet (22.7 mg, 68 mg and 136 mg) (the
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`“Product”) used for the treatment of animals, in the United States.
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`4.
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`As part of the Agreement, Jubilant provided Dechra with its Confidential
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`1 The Agreement was originally signed by, and between, Putney, Inc., and Jubilant Organosys, LTD. Dechra is the
`successor/assignee company of Putney and Jubilant is the successor/assignee company of Jubilant Organosys.
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`Information (including Jubilant Trade Secrets) and property so that Dechra could sell the Product
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`throughout the United States. In addition, certain information was created and/or developed during
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`the term of the Agreement in order for Dechra to obtain the registration/approval from the United
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`States Food and Drug Administration (“USFDA”) to sell the Product throughout the United States.
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`5.
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`Any information created and/or developed under the Agreement was identified in
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`the Agreement as “Project IP.” All Project IP, according to the Agreement, was owned by Jubilant.
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`6.
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`Thus, when bio-equivalence studies (both pilot and pivotal scale) and palatability
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`studies and reports (collectively, “Bio-Equivalence Studies”) were created under the Agreement,
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`the Bio-Equivalence Studies were Project IP and owned by Jubilant. The Bio-Equivalence Studies
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`were also Jubilant Confidential Information.
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`7.
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`In addition, several items of Jubilant Confidential Information are also Jubilant
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`Trade Secrets. Specifically, and as more fully described below, Jubilant’s product development
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`reports and data, product composition formulas, batch manufacturing formulas, detailed
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`manufacturing process instructions (including the granulation process), manufacturing equipment
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`lists, process validation reports, and batch manufacturing records are Jubilant Trade Secrets.
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`8.
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`The relationship between Jubilant and Dechra ended on February 28, 2023. Hence,
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`Dechra was required to return all Jubilant Confidential Information, including the Bio-Equivalence
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`Studies and Trade Secrets, to Jubilant no later than February 28, 2023. Dechra was also supposed
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`to stop using Jubilant Confidential Information (including Jubilant Trade Secrets) on or before
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`February 28, 2023.
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`9.
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`Instead of honoring and complying with the above duties and obligations, Dechra
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`informed Jubilant on February 28, 2023, that it was keeping all Jubilant Confidential Information,
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`including the Bio-Equivalence Studies and Trade Secrets, and transferring the Confidential
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`Information (including Jubilant Trade Secrets) to at least one third party that is not authorized to
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`receive, access, retain or use Jubilant Confidential Information (including Jubilant Trade Secrets).
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`10.
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`Dechra retaining, using and transferring Jubilant Confidential Information
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`(including Jubilant Trade Secrets) is a breach of the Agreement. It is also a violation of Maine and
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`Federal law.
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`11.
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`In order to avoid litigation, Jubilant made several overtures to Dechra after
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`February 28, 2023 asking Dechra to return Jubilant Confidential Information (including Jubilant
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`Trade Secrets). Dechra rejected each overture.
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`12.
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`Consequently and since Dechra’s actions are a clear violation of the Agreement,
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`Confidentiality Agreement and the law, Jubilant now brings suit against Dechra for breach of the
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`Agreements, misappropriation of Trade Secrets, and replevin.
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`13.
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`In doing so, Jubilant requests that this Court enter an order enjoining Dechra from
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`using, possessing, accessing or transferring Jubilant Confidential Information (including Jubilant
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`Trade Secrets), and award Jubilant compensatory and punitive damages for Dechra’s intentional
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`and illegal acts. Jubilant also requests that the Court order Dechra to immediately return all
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`Jubilant Confidential Information, including the Bio-Equivalence Studies and Trade Secrets, to
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`Jubilant and award Jubilant its attorneys’ fees.
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`
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`THE PARTIES AND RELEVANT PERSONS
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`14.
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`Jubilant Generics Limited (“Jubilant”) is a limited corporation established in the
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`country of India with its principal place of business located at 1-A, Sector 16-A. Nodia-201 301
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`UP, India.
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`15.
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`Dechra Veterinary Products, LLC (“Dechra”) is a Delaware limited liability
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`company with its headquarters and principal place of business located at 7015 College Boulevard
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`in Overland Park, Kansas.
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`16.
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`TRiRx Pharmaceutical Services
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`is a Connecticut Corporation with
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`its
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`headquarters and principal place of business at 101 Merritt 7 in Norwalk, Connecticut.
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`JURISDICTION AND VENUE
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`17.
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`This Court has subject matter jurisdiction over this dispute, pursuant to 28 U.S.C.
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`§ 1331, because Jubilant’s claims against Dechra under the Federal Defend Trade Secrets Act, 18
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`U.S.C. § 1833, et seq., raise a Federal question. Jubilant’s remaining claims fall within the
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`Court’s supplemental jurisdiction, pursuant to 28 U.S.C. § 1367, because the claims are so related
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`to the Federal question that they form part of the same case or controversy.
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`18.
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`Alternatively, this Court has diversity jurisdiction, pursuant to 28 U.S.C. § 1332(a),
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`because this action and controversy is between citizens of different countries and exceeds the value
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`of $75,000, exclusive of interest and costs.
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`19.
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`This Court has personal jurisdiction over Dechra because it conducts business in
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`this District and some of Dechra’s actions identified in this Complaint took place in this District.
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`For example, Dechra negotiated the Agreement in this District, received and used Jubilant’s
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`Confidential Information (including Jubilant Trade Secrets) in this District, manufactured and
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`distributed the Product covered by the Agreement in this District, and negotiated for Maine law to
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`apply to the Agreement from this District. Venue is proper in the United States District Court for
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`the District of Maine, pursuant to 28 U.S.C. § 1391(b), because Dechra does business in this
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`District, the property Jubilant seeks to be returned is located in this District, and a substantial part
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`of the events giving rise to Jubilant’s claims occurred in this District.
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`BACKGROUND
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`Jubilant and Dechra
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`20.
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`Jubilant is a global pharmaceutical company that specializes in the development,
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`manufacture, and supply of high-quality generic drugs in the United States, Canada, Europe, and
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`other emerging markets. Jubilant has a diverse portfolio of products, which includes formulations
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`across various therapeutic categories such as cardiovascular, central nervous system, and
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`respiratory diseases. With a focus on innovation and customer-centricity, Jubilant aims to provide
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`affordable healthcare solutions to patients across the world.
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`21.
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`Dechra is a global veterinary pharmaceutical company that develops, manufactures,
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`and distributes a wide range of animal health products for both companion and food-producing
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`animals. The company’s products include pharmaceuticals, vaccines, and supplements for
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`various
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`therapeutic areas,
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`including dermatology, ophthalmology, endocrinology, and
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`gastroenterology.
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`22.
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`In 2007, Jubilant decided to enter the United States market for the selling of the
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`Product. The Product is a fluoroquinolone antibiotic tablet used for the treatment of animals. It
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`is highly effective in the treatment of respiratory, urinary, gastrointestinal, and skin inflammation
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`in dogs and cats.
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`23.
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`As part of its due diligence in examining the Product market, Jubilant met with
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`Dechra, then known as Putney, Inc., about the possibility of Jubilant exclusively manufacturing
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`and supplying Product to Dechra and Dechra having an exclusive license to market and sell the
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`Product to the United States market.
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`24.
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`After several meetings and negotiations, Dechra and Jubilant entered into a
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`Licensing and Supply Agreement (“Agreement”) on December 10, 2007. The Agreement was
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`Amended on March 28, 2018. Jubilant and Dechra also executed a “Confidentiality Agreement”
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`on January 18, 2007.
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`Key terms of the Agreement
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`25.
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`Section 1.1 of the Agreement contains the following pertinent definitions:
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` “Bio-equivalence Studies’’ means bio-equivalence study(ies) to be performed
`by Putney, including, without limitation, if required or needed, in connection
`with the filing of a Product ANADA;
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` “Confidential Information” means and includes all scientific, manufacturing,
`technical, clinical, regulatory, financial, pricing, commercial, sales, marketing,
`customer and other information and data related to any of the Product, the API,
`or to the objects of this Agreement, whether disclosed orally or in Documents;
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` “Existing IP” means IP owned or controlled by a Party as at the Effective Date
`and which is used in connection with the development of the Product or any
`activities of the Parties related to this Agreement;
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` “IP” means any patent, registered design, copyright, database right, design
`right, utility model, trademark, trade dress, service mark, application to register
`any of the aforementioned rights, trade secrets, rights in know-how, rights of
`confidence and any other intellectual or proprietary right of any nature
`whatsoever of a Party;
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` “Project IP” means any IP that is created or conceived by either Party in the
`performance of, or in connection with, the development activities as provided
`in this Agreement, provided, however, that any trademark or intellectual
`property as provided in Section 8.4(a) herein shall be excluded from the
`definition of “Project IP;”
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` “Supply Interruption” shall mean a situation where one or more of the following
`occurs:
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`(i) Jubilant, after accepting a Putney Firm Purchase Order, fails to deliver at
`least eighty-five percent (85%) of the amounts indicated in such Putney
`Firm Purchase Order for ninety (90) days or more subsequent to the
`indicated date of delivery in the Putney Firm Purchase Order; or (ii)
`Jubilant, after accepting a Putney Firm Purchase Order, notifies Putney, in
`advance of the indicated date of delivery, of its inability to supply Putney
`with at least eighty-five percent (85%) of such confirmed Putney Firm
`Purchase Order within ninety (90) days subsequent to the indicated date of
`delivery in the Putney Firm Purchase Order.
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`26.
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`Section 2.1(a), Submission and Maintenance of Regulatory Approvals:
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`Jubilant shall provide Putney with information about all research and development,
`quality testing, manufacturing, and all related information regarding the API. Or
`Product as needed to enable timely submission of the Product ANADA(s) and such
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`annual reports, or any supplements, in accordance with this Agreement and the Act.
`Putney will provide Jubilant with copies of relevant portions of such submissions
`to enable manufacture of the Product by Jubilant and to allow Jubilant to update
`and/or maintain any Regulatory Approvals required by Jubilant in connection with
`the Product.
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`Sections 2.2(a) and 2.2(b), “Development & Filing for Regulatory Approval of
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`27.
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`Product ANADA,” state that Dechra shall:
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` own all right, title and interest in and to the Regulatory Approvals, including,
`without limitation, the Product ANADA(s);
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`
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`fund the costs of the first pilot (if required) and pivotal Bio-Equivalence Studies
`required for the Product and keep Jubilant fully informed of the status of the
`conduct and completion of the Bio-Equivalence Studies;
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` provide Jubilant with reports as reasonably requested during the Term relating
`to the Bio-Equivalence Studies and Palatability Studies (collectively, “Bio-
`Equivalence Studies”) and any other research and development efforts
`undertaken by Putney, stating in reasonable detail all significant progress
`achieved and material difficulties encountered in the research and development
`of the Product since the last such report.
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`28.
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`Section 6.2, “Supply Interruption,” states:
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`In the event of a Supply Interruption, Putney shall have the right, at
`its option, to either (i) have Jubilant supply the undelivered quantity
`of Product at a future date agreed upon by the parties (a failure of
`which future delivery obligation shall also be deemed a Supply
`Interruption), or (ii) source such undelivered quantities of the
`Product or a reasonable alternative from any third party (and
`Jubilant shall cooperate and provide such third party with all
`available information and technology to so manufacture such
`Product). If Jubilant fails to supply the undelivered quantity of the
`Product and Putney sources the Product from a third party, and to
`such extent, the purchase obligation of Putney, if any, shall stand
`reduced and the Minimum Quantity under Section 7.6 for such
`period shall likewise be reduced to the extent of such undelivered
`quantities. Putney shall not be obligated to make any payment to
`Jubilant pursuant to this Agreement for the Product not supplied to
`Putney. During the period of any Supply Interruption, Jubilant shall
`be responsible for, and shall remit to Putney upon provision of
`written notice, the positive difference between the price paid by
`Putney to a third party for replacement quantities of such
`undelivered quantities of the Product [and] the price for such
`Product that would have otherwise been payable to Jubilant under
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`this Agreement in the absence of a Supply Interruption, except to
`the extent the quantity of the product purchased by Putney from a
`third party exceeds the quantities of Product that would have been
`supplied by Jubilant had a Supply Interruption not occurred. The
`remedy of reimbursement of the positive difference in price shall be
`Putney’s sole and exclusive remedy in the event of a Supply
`Interruption, subject to Putney’s rights to terminate pursuant to
`Section 13.2(g)
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`29.
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`Section 8.4(b), “Intellectual Property,” states that:
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`Each Party agrees that it shall not use the other Party’s Existing IP
`for any purpose not expressly provided for in this Agreement. The
`Parties further agree not to use any Project IP for any other
`purpose except as expressly provided for pursuant to this
`Agreement. All Project IP, upon its creation, shall vest in and be
`owned by Jubilant, and Jubilant shall be entitled to seek such
`appropriate means of protection of such Project IP anywhere in
`the world. (emphasis added)…. Putney acknowledges and agrees to
`assign, transfer and convey any interest that it may have or acquire
`in the Project IP and that it shall do and execute, and shall cause its
`employees, to execute any instrument, document or agreement as
`may be required to effectuate such assignment, transfer and
`conveyance.
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`30.
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`Jubilant and Dechra also agreed that Project IP is owned by Jubilant in Amendment
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`#1 dated March 28, 2018.
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`31.
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`Section 10.2, “Use of Information,” states that:
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`Each Party shall use Confidential Information disclosed to it by
`the other Party only for the purpose of exploiting its rights and
`fulfilling its obligations pursuant to this Agreement. Each Party
`shall treat as confidential and, without the prior written consent
`of the other Party, shall not disclose to any Person any
`Confidential Information. However, each Party may make
`Confidential Information received from the other Party available in
`confidence only to its Affiliates and to such of its employees, agents,
`consultants and contractors who need to know the information for
`the purposes of performing that Party’s rights andꞏ fulfilling its
`obligations pursuant to this Agreement, and provided that such
`agents, consultants and contractors have undertaken similar
`obligations of confidentiality with respect to the Confidential
`Information. Each Party shall be liable for any breach by any of
`its Affiliates and by those of its employees, agents, consultants
`and contractors of the obligations of confidence herein set forth.
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`(emphasis added)
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`32.
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`Section 10.3, “Return of Materials,” states that:
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`Upon termination for any reason whatsoever or expiration of this
`Agreement, each Party shall cease to make use of the Confidential
`Information disclosed to it by the other Party and shall either return
`to the other Party all Documents bearing Confidential Information
`and all copies thereof or certify to the other Party in writing that such
`Confidential Information and all copies thereof have been
`destroyed.
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`33.
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`Sections 13.2(a) and 13.2(g) allow Dechra to terminate the Agreement if:
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` Jubilant breaches a material term of this Agreement, which breach is not
`remedied within sixty (60) days’ after written notice of such breach is given by
`Putney to Jubilant;
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` upon the occurrence of (i) a Supply Interruption which is continuing for two (2)
`or more consecutive calendar quarters, or (ii) five (5) or more Supply
`Interruptions occurring during the Term.
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`34.
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`Finally, Section 14.1 of the Agreement mandates that the Agreement “shall be
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`governed by the laws of the State of Maine as such laws are applied to contracts entered into and
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`to be performed within such state” and “except for any violation of any obligation under Section
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`10, all Disputes relating in any way to this Agreement shall be resolved exclusively through
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`arbitration conducted in accordance with the arbitration rules of the International Chamber of
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`Commerce as then in effect.”
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`35.
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`Section 10, “Confidentiality,” concerns/covers the use of Confidential Information
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`for a limited purpose only during the Term (Section 10.2) and return (Section 10.3) of Confidential
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`Information.
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`36.
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`Thus, any dispute over the misuse and/or failure to return or destroy Confidential
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`Information (including Jubilant Trade Secrets) can be brought in state or Federal Court and all
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`other disputes arising out of the Agreement must be resolved through Arbitration.
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`Jubilant shares its Confidential Information including Trade Secrets and IP with
`Dechra
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`37.|Dechra and Jubilant operated under the Confidentiality Agreement and the
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`Agreement from December 10, 2007 to December 13, 2021. Specifically, for approximately 14
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`years Jubilant supplied Product to Dechra and Dechra then distributed and sold Product throughout
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`the United States.
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`38.
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`In view of the promises and assurances of confidentiality given by Dechra under
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`the Confidentiality Agreement and as part of the Agreement, Jubilant provided scientific,
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`manufacturing, technical, clinical, regulatory, financial, pricing, commercial, sales, marketing,
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`customerand other information and data to Dechra in order for Dechrato sell and distribute the
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`Product throughout the United States.
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`39.
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`For example, Jubilant provided chemistry manufacturing and control information,
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`as well as the technical requirements, for manufacturing the Product, all of which wasrequired for
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`obtaining the Product ANADAapprovalfrom the USFDA. The Product ANADAapproval # 200-
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`551 was issued by USFDA.
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`e
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`>
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`°PS
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`4l.
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`The information described in paragraphs 38, 39 and 40 is someof Jubilant’s most
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`highly sensitive and confidential information. Jubilant receives significant economic and other
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`business benefits as a result of the information not being publicly available.
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`42.
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`Not surprisingly then, a competitor could cause severe harm to Jubilant if it was
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`able to obtain the information described in paragraphs 38, 39 and 40, and then use this information
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`to benefit itself and/or harm Jubilant.
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`43.|Whenit shares confidential information with third-parties, Jubilant protects the
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`information by, among other things, entering into a confidentiality agreement before anything is
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`shared with the third-party that a) prohibits the third-party from disclosing, or causing the
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`disclosure of, confidential information to any outside party or parties; b) limits the disclosure of
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`confidential information to representatives of the third-party who need-to-know the information in
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`order to perform tasks in accordance with the requirements of the agreement between Jubilant and
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`the third-party; c) requires the third-party to obtain written assurances from its representatives that
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`the representatives will keep the confidential information confidential; d) mandates that the third-
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`party will ensure that its representatives protect the confidential information in the same manner
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`the representatives protect their own confidential information ; and e) requires the third-party to
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`assume liability for, among other things, any breach of a representative’s confidential information
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`obligations. The Confidentiality Agreement also allows Jubilant to “seek and obtain injunctive
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`relief or other equitable relief” against any disclosure of confidential information by the third-
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`party.
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`44.
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`Jubilant only shared the Confidential Information (including Jubilant Trade
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`Secrets) described in paragraphs 38, 39 and 40 because Dechra agreed to, pursuant to the
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`Confidentiality Agreement and the Agreement, a) use the Confidential Information (including
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`Jubilant Trade Secrets) only for the purpose of fulfilling Dechra’s obligations under the
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`Agreement, b) treat the Confidential Information (including Jubilant Trade Secrets) as
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`confidential; c) not disclose the Confidential Information (including Jubilant Trade Secrets) to any
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`person or entity who did not have Jubilant’s permission to receive, review, access or possess the
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`Confidential Information (including Jubilant Trade Secrets) and d) cease using the Confidential
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`Information (including Jubilant Trade Secrets) when the Agreement and Jubilant’s relationship
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`with Dechra terminated.
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`45.
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`Dechra did not have access to the Confidential Information (including Jubilant
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`Trade Secrets) described in paragraphs 38, 39 and 40 until it executed the Confidentiality
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`Agreement and the Agreement, and promised to protect the Confidential Information (including
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`Jubilant Trade Secrets) in the above-described manner.
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`46.
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`Put another way, Dechra would not have had access to the Jubilant Confidential
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`Information (including Jubilant Trade Secrets) described in paragraphs 38, 39 and 40 but for
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`agreeing to comply with the terms of the Confidentiality Agreement and the Agreement, and
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`agreeing to protect Jubilant Confidential Information (including Jubilant Trade Secrets).
`
`The Bio-Equivalence Studies
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`47.
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`Under the Agreement, Dechra conducted Bio-Equivalence Studies for the Product.
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`Bioequivalence studies are where two drugs or two sets of formulation of the same drug are
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`compared to show that they have nearly equal bioavailability and PK/PD parameters. These studies
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`are often done for generic drugs or when a formulation of a drug is changed during development.
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`48.
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`Given the robust and extensive Jubilant’s Confidential Information (including
`
`Jubilant Trade Secrets) provided by Jubilant to Dechra, Dechra was able to obtain waiver from
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`compliance and submission of all the sections of the Bio-Equivalence Studies from the USFDA,
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`which waiver is evidenced by the Freedom of Information Summary for ANADA # 200-551 for
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`the Product.
`
`49.
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`Pursuant to the Agreement, Dechra was to keep Jubilant “fully informed of the
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`status of the conduct and completion of the Bio-Equivalence Studies.”
`
`50.
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`Accordingly, the Bio-Equivalence Studies were undertaken by Dechra in the
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`performance of, or in connection with, the development activities as provided in the Agreement,
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`and as described in paragraph 48. Moreover, the Bio-Equivalence Studies were heavily dependent
`
`upon the Confidential Information (including Jubilant Trade Secrets) provided by Jubilant.
`
`51.
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`Consequently, the Bio-Equivalence Studies are “Project IP” under the Agreement.
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`52.
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`According to Section 8.4(b) of the Agreement, “all Project IP, upon its creation,
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`shall vest in and be owned by Jubilant.”
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`53.
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`54.
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`Hence, the Bio-Equivalence Studies are Project IP and therefore owned by Jubilant.
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`The Bio-Equivalence Studies are also Jubilant Confidential Information.
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`Dechra terminates and then violates the Agreement
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`55.
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`On July, 14, 2021, the United States Food and Drug Administration (“FDA”) issued
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`an Import Alert for the Product (the “Alert”). The Alert essentially barred Jubilant from sending
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`Product into the United States. On the date of filing of the Amended Complaint, the USFDA has
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`issued to Jubilant an inspection classification of the facility as Voluntary Action Initiated (VAI)
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`dated April 16, 2024, which removes the import alert and allows Jubilant to send the Product into
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`the United States.
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`56.
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`As a result of the Alert, a Supply Interruption occurred and Dechra notified Jubilant
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`that it was terminating the Agreement on December 13, 2021. Dechra’s notice of termination was
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`in accordance with Section 13.2(g), “Supply Interruption,” of the Agreement.
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`57.
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`The Alert did not, however, ban the distribution or use of the Product already
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`manufactured and sent to the United States by Jubilant before the Alert. Thus, Dechra was required
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`to exhaust the Product manufactured by Jubilant, and pay Jubilant for the sale of the Product,
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`before sourcing the Product from a third party.
`
`58.
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`In addition, Dechra is also required to share a portion of the revenue realized on the
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`sale of the Product based on the formula given in the Agreement. Jubilant received the last share
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`payment in March 2023 and after accounting for the quantity of the Product that Dechra has
`
`indicated as sold in the United States, Dechra still has unsold stocks of the Product already
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`manufactured and sent to the United States by Jubilant before the Alert.
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`59.
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`Similarly and pursuant to Section 13.5 of the Agreement, Dechra can continue to
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`sell unsold stocks of the Product in the United States for up to two years after Dechra provided its
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`notice of termination (i.e. through December 13, 2023).
`
`60.
`
`Thus, certain terms of the Agreement, including the terms regarding Dechra’s
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`protection of Jubilant Confidential Information (including Jubilant Trade Secrets), remained in
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`effect after December 13, 2021.
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`Dechra attempts to purchase Jubilant’s Confidential Information (including
`Jubilant Trade Secrets) and the Parties negotiate a continuing relationship
`
`61.
`
`In December 2021, January 2022 and again in March 2022, Dechra offered to pay
`
`Jubilant several hundred thousand dollars in exchange for Jubilant transferring ownership of
`
`Jubilant’s Confidential Information (including Jubilant Trade Secrets) to Dechra. In fact on
`
`January 2, 2022, Dechra wrote that it “understood Jubilant is the owner of the [Confidential
`
`Information]” and was “willing to compensate Jubilant for this information.” In fact, again on
`
`March 30, 2022, Dechra wrote that “Dechra is still interested in purchasing the Project IP and
`
`welcomes a discussion with Jubilant solely on the topic.”
`
`62.
`
`After Jubilant rejected Dechra’s offers, Dechra and Jubilant engaged in over one
`
`year of negotiations regarding the manufacturing and distribution of Product, the use and return of
`
`Jubilant Confidential Information (including the use and return of Jubilant Trade Secrets) and a
`
`continuing relationship between Dechra and Jubilant.
`
`63.
`
`During these negotiations, Jubilant repeatedly demanded that Dechra turnover the
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`Bio-Equivalence Studies to Jubilant, as was required by the Agreement.
`
`64.
`
`65.
`
`Dechra, unfortunately, refused to do so.
`
`Dechra did, however, continued to sell Product manufactured by Jubilant during
`
`the negotiations.
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`66.
`
`On February 28, 2023, Dechra abruptly and effectively terminated negotiations
`
`with Jubilant. In doing so, Dechra informed Jubilant that it would no longer fulfill its obligations
`
`regarding the protection of Jubilant Confidential Information (including Jubilant Trade Secrets).
`
`67.
`
`As a result of the February 28, 2023 notice from Dechra, and as required by Section
`
`10.3 of the Agreement, Dechra was to “cease using [Jubilant] Confidential Information (including
`
`Jubilant Trade Secrets)” and either “return [Jubilant] Confidential Information (including Jubilant
`
`Trade Secrets)” to Jubilant or “certify to [Jubilant] in writing that such Confidential Information
`
`(including Jubilant Trade Secrets) and all copies thereof have been destroyed” on or shortly after
`
`February 28, 2023.
`
`68.
`
`69.
`
`It was also required Dechra to turnover the Bio-Equivalence Studies to Jubilant.
`
`Yet, instead of complying with its above obligations regarding Jubilant
`
`Confidential Information (including Jubilant Trade Secrets), Dechra informed Jubilant that it
`
`would retain and continue using Jubilant Confidential Information, which included Jubilant Trade
`
`Secrets. Dechra also refused to provide the Bio-Equivalence Studies to Jubilant.
`
`70.
`
`Dechra furt