Case 1:21-cv-10755-IT Document 1 Filed 05/07/21 Page 1 of 26
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`UNITED STATES DISTRICT COURT
`DISTRICT OF MASSACHUSETTS
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`PALLEON PHARMACEUTICALS INC.,
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`Plaintiff,
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`Civil Action No. 21-10755
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` COMPLAINT
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`JURY TRIAL DEMANDED
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`))))))))))))
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`Plaintiff Palleon Pharmaceuticals Inc. (“Palleon”), an innovator of glycoimmunology-
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`based therapeutics, brings this Complaint against Defendants Dr. Mohamed Genead, Dr. Michael
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`Tolentino (together “Individual Defendants”), and Aviceda Therapeutics, LLC (“Aviceda”), and
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`alleges as follows:
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` NATURE OF THE ACTION
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`1.
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`This is an action based on Defendants’ breach of contract, unfair competition, and
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`misappropriation of Palleon’s innovative and valuable trade secrets, confidential, and/or
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`proprietary information, or other intellectual property relating to the application of glyco-
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`immunology in the development of new drugs and their use in treating a variety of medical
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`indications, including for ophthalmic, anti-fibrotic, and other indications.
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`2.
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`Palleon engaged the services of the Individual Defendants, Dr. Genead and Dr.
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`Tolentino, in the hopes that their expertise would contribute to the development of a potential
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`spinoff company from Palleon focusing on the application of Palleon technology to treat
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`ophthalmic and fibrotic disorders. The Individual Defendants signed consulting agreements with
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`1
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`AVICEDA THERAPEUTICS, LLC,
`MOHAMED GENEAD, AND MICHAEL
`TOLENTINO
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`v.
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`Defendants.
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`Case 1:21-cv-10755-IT Document 1 Filed 05/07/21 Page 2 of 26
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`Palleon in which the Individual Defendants were obligated to keep confidential Palleon proprietary
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`information, and disclose and assign to Palleon any inventions conceived during or as a direct
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`result of their work under their respective agreements.
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`3.
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`Palleon worked diligently with the Individual Defendants, generating and
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`disclosing significant trade secrets and confidential and proprietary information to them. In 2018,
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`choosing to prioritize different matters at the time, Palleon requested that the Individual
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`Defendants cease work on the spinoff, which Palleon had planned to name “Aviceda.” When
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`Palleon became aware that Dr. Genead continued representing himself as working with Palleon on
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`Aviceda, Palleon requested that he confirm in writing that he would no longer make these
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`representations, nor use Palleon’s intellectual property for any unauthorized purpose. Dr. Genead
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`stated in writing that he would comply.
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`4.
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`However, Palleon subsequently discovered that Dr. Genead, along with Dr.
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`Tolentino, had founded a company on their own without Palleon’s knowledge or consent—also
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`named Aviceda. Defendants now seek to profit off of Palleon’s significant investment in its
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`science and intellectual property, in violation of the Defend Trade Secrets Act, 18 U.S.C. § 1836,
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`et seq., Massachusetts G.L. c. 93, § 42, Massachusetts G.L. c. 93A, and in express breach of Dr.
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`Genead’s and Dr. Tolentino’s agreements with Palleon, causing Palleon damage and irreparable
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`harm.
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` THE PARTIES
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`5.
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`Palleon is a Delaware corporation with its principal and usual place of business
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`located at 266 Second Avenue, Second Floor, Waltham, Massachusetts. Palleon is a biotechnology
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`company focused on innovation in the field of glyco-immunology.
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`6.
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`Upon information and belief, Aviceda is a Delaware corporation with its principal
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`place of business located at One Broadway, 14th Floor, Cambridge, Massachusetts. Aviceda is a
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`biotechnology company focused on the field of glyco-immunology.
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`7.
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`On information and belief, Dr. Genead is a Co-founder, CEO, and Chairman of
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`Aviceda, and a resident of this District.
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`8.
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`On information and belief, Dr. Tolentino is a Co-founder and Chief Technology
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`Officer of Aviceda, and resides in the State of Florida.
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` JURISDICTION AND VENUE
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`9.
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`This is a civil action for misappropriation of trade secrets under the Defend Trade
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`Secrets Act, 18 U.S.C. § 1836, et seq., misappropriation of trade secrets under Massachusetts G.L.
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`c. 93, § 42, unfair competition under Massachusetts G.L. c. 93A, and breach of contract.
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`10.
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`This Court has subject matter jurisdiction over Palleon’s claim for misappropriation
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`of trade secrets under the Defend Trade Secrets Act pursuant to 18 U.S.C. § 1836(c) and 28 U.S.C.
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`§ 1331.
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`11.
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`This Court has supplemental jurisdiction over Palleon’s claims for breach of
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`contract, misappropriation of trade secrets under Massachusetts G.L. c. 93, § 42, and unfair
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`competition under Massachusetts G.L. c. 93A pursuant to 28 U.S.C. § 1367.
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`12.
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`This Court has personal jurisdiction over Aviceda because, on information and
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`belief, Aviceda’s principal place of business is in Middlesex County, Massachusetts, and therefore
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`resides in this District.
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`13.
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`This Court has personal jurisdiction over Dr. Genead, because, on information and
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`belief, he resides in Middlesex County, Massachusetts, and therefore resides in this District.
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`14.
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`This Court has personal jurisdiction over the Individual Defendants, because both
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`of the Individual Defendants are employed as senior executives by Aviceda, which resides in this
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`District, and a substantial portion of the acts alleged herein took place within this District.
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`15.
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`The Court has personal jurisdiction over the Individual Defendants pursuant to
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`Massachusetts G.L. c. 223 §§ 3(a)-(d), because, on information and belief, this cause of action
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`arises from their: transacting business in the Commonwealth; contracting to supply services or
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`things within the Commonwealth; causing tortious injury by an act or omission within the
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`Commonwealth; or in the alternative, causing tortious injury in the Commonwealth by an act or
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`omission outside the Commonwealth, and they regularly do and solicit business, engage in other
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`persistent courses of conduct, and derive substantial revenue within the Commonwealth, inter alia,
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`by virtue of their work with Aviceda.
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`16.
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`Venue is proper in this judicial district under 28 U.S.C. § 1391(b)(2), because a
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`substantial part of the events giving rise to Palleon’s claims occurred within this District.
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` FACTS
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`17.
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`Palleon is a leader in the field of biotechnology, focusing on developing glyco-
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`immunology to treat various human disorders associated with cancer and inflammation. Palleon
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`has spent the past five years and more than $50 million developing optimized drug candidates that
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`target glycan-mediated disorders, including certain cancers and inflammatory disorders.
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`Specifically, Palleon focuses on the development of drug candidates that target and modulate the
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`activity of Siglecs, receptor molecules present of the surface of immune cells that can be activated
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`or suppressed depending on their binding to a class of molecules called sialoglycans, for example,
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`sialoglycans located on the surface of cancerous cells.
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`18.
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`Palleon has developed three distinct technology platforms to overcome the
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`longstanding technical barriers that have delayed the development of drugs that target and
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`modulate the Siglec-sialoglycan axis. These platforms are called EAGLE, CONVERGENCE and
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`HYDRA. EAGLE, which stands for Enzyme-Antibody Glyco-Ligand Editing, is a first-in-class
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`modality that enzymatically removes the terminal sialic acid residues from glycans regardless of
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`their individual structures or Siglec receptor preferences. CONVERGENCE creates first-in-class
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`opportunities in oncology, as well as in inflammatory and fibrotic diseases, neurodegenerative
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`disease, and chronic viral infections, by targeting Siglec receptors. HYDRA is a diagnostic
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`platform that can be used, among other things, to identify patient populations who are likely to
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`respond to Palleon’s therapies by identifying a patient’s specific glyco-code, for example, the
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`sugars present on the surface of cells implicated with a particular disorder.
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`19.
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`Palleon regularly engages leading scientists and researchers in the field of glyco-
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`immunology to work with Palleon and advance Palleon’s technology platforms. In exchange for
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`their services, these scientists and researchers receive generous compensation packages, which
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`may include stock options and other incentives. With financing from leading biotech venture
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`investors Matrix Capital Management, SR One, Pfizer Ventures, Vertex Ventures HC, Takeda
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`Ventures and AbbVie Ventures, and with Palleon’s growth in the biotechnology field, this is a
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`compensation package that is attractive to many consultants, employees, and contractors.
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`20.
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`Given that many of Palleon’s drug development programs are still in the discovery
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`and preclinical phases, Palleon’s confidential information derives substantial economic value from
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`being kept secret until ready for commercial application to avoid providing competitors with a
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`head-start on similar applications. For this reason, Palleon makes every effort to ensure that
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`employees, consultants, and others who may learn Palleon proprietary information keep such
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`proprietary information confidential. Such substantial economic value is driven by Palleon’s
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`expertise in the area of glycobiology, including proprietary information, trade secrets and know-
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`how relating to, among other things, specific glyco structures (for example, the type of sugar
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`chemistries and linkages associated with particular glyco structures) and their interaction with
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`Siglecs (Siglec-sialoglycan axis), how a given Siglec-sialoglycan axis is associated with certain
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`disease states, knowledge of how certain drugs/drug candidates interact with and modulate the
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`Siglec-sialoglycan axis and how such drugs/drug candidates can be used to treat certain disease
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`states, human Siglec transgenic mouse models, methods of designing, developing, producing and
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`testing drug candidates including, for example, EAGLE constructs and nanoparticle-based drug
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`candidates that comprise nanoparticles surface modified with specific glyco structures that interact
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`with and modulate the Siglec-sialoglycan axis. Defendants Dr. Genead and Dr. Tolentino were
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`such consultants and participated in discussions and data analysis over the course of more than a
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`year.
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`II.
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`Palleon Negotiated Consulting and Non-Disclosure Agreements with
`Leading Scientists and Researchers, Including the Individual Defendants.
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`21.
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`Beginning in 2016, Palleon began to negotiate consulting agreements with leading
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`researchers in the field of glyco-immunology, including Dr. Christopher Scott at Queens
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`University Belfast, Dr. Carolyn Bertozzi at Stanford University, Dr. James Paulson at the Scripps
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`Research Institute, and Dr. Harald Neumann at the University of Bonn. Because Palleon sought
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`to apply the research from glyco-immunology to therapeutic areas such as ophthalmology, Palleon
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`also contacted experts in the field of ophthalmology, including Drs. Genead and Tolentino.
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`22.
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`On May 5, 2017, Dr. Genead signed the Genead Consulting Agreement (attached
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`hereto as Exhibit A). Through the Genead Consulting Agreement, Dr. Genead agreed to provide
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`advice regarding ophthalmic applications of glyco-immunology, and other related activities, in
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`exchange for Non-Qualified Stock Options (“NSOs”). On March 19, 2018, Palleon and Dr.
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`Genead entered into an amendment to the Genead Consulting Agreement (the “Amendment,”
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`attached hereto as Exhibit B). The Amendment added a weekly $5,000 payment to Dr. Genead’s
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`compensation, in addition to the NSOs already provided for in the Genead Consulting Agreement.
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`23.
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`Through the Genead Consulting Agreement, Dr. Genead perpetually agreed to
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`maintain the confidentiality of proprietary information of Palleon proprietary information, and
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`agreed that he would not “disclose or use any Confidential Information, except to the extent such
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`disclosure or use is required in direct connection with Consultant’s performance of requested
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`Services for the Company or is expressly authorized in writing by the Company.” Exhibit A
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`(Genead Consulting Agreement), Section 4(c).
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`24.
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`Dr. Genead further agreed that all intellectual property developed while conducting
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`services for Palleon would belong to Palleon. Id. at Section 5(a). Termination of the Genead
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`Consulting Agreement would be allowed by either party with thirty days’ prior written notice, or
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`by Palleon immediately if there was any breach. Id. at Section 9. Upon termination, Dr. Genead
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`agreed to return any confidential information, including intellectual property. Id. at Section 9(c).
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`Dr. Genead also agreed that termination of the Consulting Agreement “shall not relieve either party
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`of any obligation accruing prior to termination. The provisions of Sections 4, 5, 6(b), 9(c), 9(d),
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`10 and 11 shall survive termination of this Agreement.” Id. at Section 9(d).
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`25.
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`On May 5, 2017, Dr. Tolentino signed the Tolentino Consulting Agreement
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`(attached hereto as Exhibit C). Through the Tolentino Consulting Agreement, Dr. Tolentino
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`agreed to provide advice regarding ophthalmology applications of glyco-immunology, and other
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`related activities, in exchange for Non-Qualified Stock Options (“NSOs”).
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`26.
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`Through the Tolentino Consulting Agreement, Dr. Tolentino perpetually agreed to
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`maintain the confidentiality of proprietary information of Palleon proprietary information, and
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`agreed that he would not “disclose or use any Confidential Information, except to the extent such
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`disclosure or use is required in direct connection with Consultant’s performance of requested
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`Services for the Company or is expressly authorized in writing by the Company.” Tolentino
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`Consulting Agreement, Section 4(c).
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`27.
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`Dr. Tolentino further agreed that all intellectual property developed while
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`conducting services for Palleon would belong to Palleon. Id. at Section 5(a). Termination of the
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`Tolentino Consulting Agreement would be allowed by either party with thirty days’ prior written
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`notice, or by Palleon immediately in the event of breach. Id. at Section 9. Upon termination, Dr.
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`Tolentino agreed to return any confidential information, including intellectual property. Id. at
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`Section 9(c). Importantly, Dr. Tolentino also agreed that termination of the Consulting Agreement
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`“shall not relieve either party of any obligation accruing prior to termination. The provisions of
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`Sections 4, 5, 6(b), 9(c), 9(d), 10 and 11 shall survive termination of this Agreement.” Id. at
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`Section 9(d).
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`28.
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`Palleon provided information to Genead and Tolentino during their consulting work
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`that included discussions of specific glyco structures to be tested, the association between such
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`glyco structures and Siglecs (the Siglec-sialoglycan axis) in certain disease states, knowledge of
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`how certain drugs/drug candidates interact with and modulate a given Siglec-sialoglycan axis and
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`how such drugs/drug candidates can be used to treat certain disease states, methods of designing,
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`developing, producing and testing drug candidates including, for example, nanoparticle-based
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`drug candidates, for example, nanoparticles surface modified with specific glyco structures that
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`interact with an modulate a given Siglec-sialoglycan axis. This information was and remains
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`confidential and derives economic value from its secrecy, and qualifies as trade secrets and
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`Confidential Information under the Consulting Agreements.
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`29.
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`During the course of the consulting work with Genead and Tolentino, Palleon
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`and/or Drs. Genead and Tolentino made and discussed significant discoveries within the scope of
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`their work together, all of which belong to Palleon. These discoveries demonstrated positive
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`results and technical advances with certain glyco structures and not others. These discoveries are
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`described, in part, in an Invention Disclosure that Genead and Tolentino signed on June 27, 2018.
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`Furthermore, the implications of these discoveries in the design, production, and testing of new
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`product candidates, for example, nanoparticles surface modified with specific glyco structures,
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`glycan conjugation chemistry, and the use of mixtures of glycan structures on the same
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`nanoparticle were discussed extensively.
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`III.
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`Palleon and Individual Defendants Continue to Plan For Spinoff
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`30.
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`From at least September 2017 through July 2018, Palleon engaged in active efforts
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`to develop ophthalmic applications for its proprietary technology, with the ultimate goal of
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`spinning off a new company focused on these applications.
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`31.
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`On September 5, 2017, Palleon and non-party Dr. Christopher Scott signed the
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`Queens Option and Research Plan, allowing for Dr. Scott to engage in the synthesis of
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`nanoparticles and their in vivo validation while working with Palleon. From September 2017 until
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`June 2018, Dr. Scott continued to produce and test certain nanoparticle technologies for Palleon.
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`32.
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`In or around May 2018, Palleon first used the name “Aviceda Therapeutics” to
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`describe the Palleon spinout.
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`33.
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`On June 27, 2018, the Individual Defendants signed an invention disclosure for
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`Novel Glycan Conjugated Nanoparticles and Their Therapeutic Use (the “Invention Disclosure”).
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`The Invention Disclosure detailed, among other things, the synthesis and testing of novel sialyated
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`glycan conjugated nanoparticles and their therapeutic use as anti-inflammatory molecules.
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`34.
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`The Invention Disclosure identifies several potential disorders and diseases caused
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`by inflammation that could potentially be treated by nanoparticles, including those that Aviceda
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`has announced it is targeting, for example:
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`systemic inflammation, tissue rejection and reperfusion injury and multiple sclerosis . . .
`inflammatory retinal diseases, including age-related macular degeneration (AMD),
`diabetic retinopathy (DR), retinal vein occlusion (RVO), and retinitis pigmentosa.
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`35.
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`The Invention Disclosure describes, among other things, the process of making and
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`testing certain nanoparticles, the conjugation of glycans to nanoparticles, the glycan conjugation
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`efficiency, and a macrophage activation assay used to test the nanoparticles. The Invention
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`Disclosure describes certain nanoparticles as effective in deactivating macrophages, and states that
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`these results support the use of nanoparticles as a therapeutic. In particular, the Invention
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`Disclosure describes data supporting the use of certain glycan-conjugated nanoparticles as
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`effective to suppress CD80 expression on M2 macrophages, a cell surface protein on specific
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`immune cells known to be associated with certain eye diseases. CD80 expression on M2
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`macrophages is known to be increased in models of choroidal neovascularization in age-related
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`macular degeneration (“AMD”) and Siglec agonism should shift activated macrophages to a
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`resolution state. In a similar way, pro-inflammatory (M1) macrophages also have elevated CD80
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`expression and will respond to Siglec agonism and transition to a pro-resolution state. In this way,
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`Siglec agonism should impact both dry AMD and wet AMD. Thus, the Invention Disclosure
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`memorializes confidential and trade secret information provided to Drs. Genead and Tolentino and
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`contained data supporting a promising candidate for treating such eye diseases, as well as technical
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`information that would give Drs. Genead and Tolentino a head start in developing other such
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`candidates. The Invention Disclosure also memorializes inventions by Drs. Genead and Tolentino
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`that they assigned to Palleon that would be relevant to a candidate for treating AMD, as well as
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`other technical information that would give Drs. Genead and Tolentino a head start in developing
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`other such candidates.
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`36.
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`The Invention Disclosure also described data supporting the mechanism of action
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`for glycan-mediated therapy to treat fibrotic diseases, such as idiopathic pulmonary fibrosis. Id.
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`IV.
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`Palleon Terminates Relationships with the Individual Defendants.
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`37.
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`On or around July 2018, Palleon requested that Dr. Genead halt any efforts to secure
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`funding for the “Aviceda” Palleon spinoff, indefinitely.
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`38.
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`Between July and September 2018, Palleon became aware of the fact that in direct
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`opposition to Palleon’s request, Dr. Genead had continued to represent to third parties that he was
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`working with Palleon or its Scientific Advisory Board members such as Dr. Bertozzi and Dr.
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`Paulson.
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`39.
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`In September 2018, Palleon, through its attorneys, sent a letter to Dr. Genead,
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`reiterating their request that he cease his work for Palleon’s NewCo spinout and making further
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`representations that he was working with Scientific Advisory Board Members. Additionally,
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`Palleon’s attorneys requested that Dr. Genead confirm in writing:
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`that you are not presently soliciting, advertising, or otherwise seeking investment for any
`entity that purports to use or commercialize Palleon’s proprietary technology, and that you
`will make no such efforts in the future without express approval from Palleon.
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`40.
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`On September 28, 2018, Dr. Genead responded to Palleon’s attorneys, (attached
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`hereto as Exhibit D), requesting to terminate the Genead Consulting Agreement and Amendment.
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`Dr. Genead stated:
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`1- I am requesting to terminate my consulting agreement dated May 5 2017 and amendment
`dated March 19, 2018 effective immediately today September 28, 2018. I consider our
`confidentiality agreement to concluded (September 28, 2018). Future conversations should
`be non-confidential unless a new agreement is drafted.
`2- I am not actively or planning to use any Palleon technology for any purposes. I can
`confirm that I am not soliciting or seeking any investment from any entities regarding
`Pallen [sic] technology.
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`41.
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`In response to the September 28 email, Palleon’s attorneys reminded Dr. Genead
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`that confidentiality obligations continue after termination of the Genead Consulting Agreement.
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`V.
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`The Individual Defendants Found Aviceda.
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`42.
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`On June 19, 2018, without Palleon’s knowledge or authorization, Dr. Genead filed
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`for the incorporation of Aviceda. On Aviceda’s website, https://www.avicedarx.com/, Dr. Genead
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`is listed as Co-Founder, CEO, and Chairman.
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`43.
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`Aviceda’s website lists Dr. Tolentino as Co-Founder and Chief Technology
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`Officer.
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`44.
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`Aviceda’s website lists Dr. Scott, the Palleon consultant who researched certain
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`nanoparticle technologies at Palleon’s request, as Scientific Co-Founder and Chief Scientific
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`Officer.
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`VI.
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`Aviceda Incorporated and Advertised Palleon’s Glyco-Immune Technology
`without Palleon’s Knowledge or Consent.
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`45.
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`On its website, Aviceda advertises its purpose as “Developing Next Generation
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`Immuno-Modulators That Harness the Power of Glyco-immunology.” See Exhibit E (printout of
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`https://www.avicedarx.com/#about, downloaded May 6, 2021). Specifically, Aviceda states that
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`“Aviceda's mission is to develop breakthrough glyco-therapeutics that modulate inflammation
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`significantly by targeting the immune system’s natural self-recognition receptors to treat acute and
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`chronic diseases of degeneration and inflammation, as well as diseases resulting from immune
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`evasion.” Id. In the “Science” section of Aviceda’s website, Aviceda states that its “technology
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`platform engineered a highly optimized glyco-ligands that can modulate the self-recognition
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`receptors on immune cells profoundly and specifically and convert them to resolution state.” Id.
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`The Science section of Aviceda’s website also states that “Siglec receptors on immune cells shut
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`down activity” accompanied by a cartoon of glycan decorated nanoparticles binding to and
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`transforming active immune cells into resting cells. Id. The landing page of Aviceda’s website
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`characterizes AVD-104, Aviceda’s lead molecule, as a “novel optimized nanoparticle that
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`modulate innate immune dysfunction in AMD to prevent vision loss.” Id.
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`46.
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`Aviceda states in the “Pipeline” section of its website that it is developing glyco-
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`immune technology to treat ophthalmologic, fibrotic, neurologic, oncologic, and immune diseases.
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`Id.
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`47.
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`On information and belief, and based on the information that Palleon disclosed to
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`the Individual Defendants, the inventions that the Individual Defendants assigned to Palleon, and
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`the public information that is available on the development work in which the Individual
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`Defendants and Aviceda are engaged, the glyco-immune technology advertised by Aviceda was:
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`(a) developed during or used the Individual Defendants’ work with Palleon, and in accordance
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`with the Individual Defendants’ Consulting Agreements, belongs to Palleon; (b) embodies, or uses
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`trade secrets that Palleon disclosed to the Individual Defendants subject to the confidentiality
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`obligations in their Consulting Agreements; and (c) embodies or uses Confidential Information as
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`defined in the Consulting Agreements.
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`VII. Palleon’s Attempts To Get Aviceda To Cease and Desist
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`48.
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`On March 12, 2021, Palleon, through its attorneys, sent a letter to the Individual
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`Defendants and Aviceda, reciting the information described above and demanding that they cease
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`all use of Palleon intellectual property, or provide evidence that they were not using it. Exhibit F.
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`49.
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`On March 19, 2021, Aviceda’s counsel responded that they would conduct an
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`internal investigation, and requested copies of Dr. Tolentino’s and Dr. Genead’s executed copies
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`of the Consulting Agreements. Exhibit G. Counsel for Palleon provided the Consulting
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`Agreements. Aviceda’s counsel wrote again on April 1, 2021, denying the use of any Palleon
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`confidential information or trade secrets, or other intellectual property conceived at Palleon or
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`belonging to Palleon, in the course of Aviceda’s business. Exhibit H. The letter did not provide
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`any supporting evidence.
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`50.
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`On April 15, 2021, Palleon’s counsel wrote back, reiterating Palleon’s request for
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`evidentiary confirmation supporting Aviceda’s denials. Exhibit I. To facilitate the disclosure of
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`this evidence, Palleon offered to agree to a confidentiality agreement such that any information
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`shared by Aviceda would be on an “outside counsel and experts only” basis. Palleon also requested
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`answers to a set of questions designed to validate Aviceda’s conclusory denials, along with
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`documentation supporting Aviceda’s answers. On April 23, 2021, Aviceda’s counsel sent a letter
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`refusing to provide the requested information without conditioning those answers on discovery
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`from Palleon. Exhibit J.
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` CAUSES OF ACTION
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` COUNT I –DEFEND TRADE SECRETS ACT (“DTSA”)
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`(Against All Defendants)
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`Palleon incorporates by reference the allegations contained in paragraphs 1 through
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`51.
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`50 of this Complaint, as if fully set forth herein.
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`52.
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`The Defendants possess confidential information and trade secrets owned by
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`Palleon. This trade secret information belongs to Palleon because it was either independently
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`developed at Palleon or assigned to it by the Individual Defendants.
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`53.
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`Palleon took reasonable steps to preserve the secrecy of such confidential
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`information and trade secrets, including requiring all consultants and individuals with access to
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`Palleon proprietary information to sign confidentiality and non-disclosure agreements. Palleon
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`specifically required Individual Defendants to sign Consulting Agreements including non-
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`disclosure and non-use provisions prior to disclosing Confidential Information to Defendants.
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`54.
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`Palleon expended substantial resources, including several years’ research and over
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`$50 million, in developing and maintaining such confidential information and trade secrets. Such
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`substantial economic resources include Palleon’s expertise in the area of glycobiology, including
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`proprietary information, trade secrets and know-how on specific glyco structures to be tested, the
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`association between such glyco structures and Siglecs (the Siglec-sialoglycan axis) in certain
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`disease states, how certain drugs/drug candidates interact with and modulate the Siglec-sialoglycan
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`axis and how such drugs/drug candidates can be used to treat certain disease states, methods of
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`designing, developing, producing and testing drug candidates including, for example,
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`nanoparticle-based drug candidates that comprise nanoparticles surface modified with specific
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`glyco structures that interact with and modulate the Siglec-sialoglycan axis.
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`55.
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`Such confidential information and trade secrets were not reasonably available
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`outside of Palleon and not readily ascertainable by proper means, and thus derive economic value
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`from not being generally known or readily ascertainable. For example, a biotech company such
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`as Aviceda gains a head start on research and development of therapeutic candidates from improper
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`use of Palleon’s trade secret information without expending the amount of resources that Palleon
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`was required to.
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`56.
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`The Individual Defendants were and are expressly and impliedly obligated not to
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`make use of any confidential information and trade secrets owned by Palleon.
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`57.
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`On information and belief, the Individual Defendants used improper means to
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`acquire and unlawfully take Palleon’s confidential information and trade secrets and intentionally
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`converted them for personal use without authorization, and in violation of the terms of their
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`Consulting Agreements, and furnished such confidential information and trade secrets to Aviceda
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`for Aviceda’s use. On information and belief, the Individual Defendants have used such
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`confidential and trade secret information in their capacity at Aviceda, to, for example, conduct
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`research and development of development of drug candidates in at least the fields of
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`ophthalmology and fibrotic diseases and to obtain financial investment from third party investors
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`for that activity.
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`58.
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`On information and belief, Aviceda knows or has reason to know that Palleon’s
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`confidential information and trade secrets currently being used at Aviceda were acquired by
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`improper means, because the Individual Defendants formed and control Aviceda.
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`59.
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`The actions
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`taken by
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`the Defendants, as described above, constitute
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`misappropriation of confidential information and trade secrets in violation of the DTSA.
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`60.
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`Because Palleon’s remedy at law is inadequate, Palleon seeks, in addition to
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`damages, permanent injunctive and other equitable relief, including unjust enrichment, to recover
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`and protect its trade secrets and other legitimate business interests.
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`61.
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`Palleon is entitled to money damages, including without limitation a reasonable
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`royalty.
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`62.
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`The Defendants’ misappropriation is in bad faith and Palleon is entitled to an award
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`of exemplary damages, unjust enrichment damages, and attorneys’ fees.
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` COUNT II –MASSACHUSETTS G.L. C. 93, § 42
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`(Against All Defendants)
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`Palleon incorporates by reference the allegations contained in paragraphs 1 through
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`63.
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`62 of this Complaint, as if fully set forth herein.
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`64.
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`The Defendants possess confidential information and trade secrets owned by
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`Palleon. This trade secret information belongs to Palleon because it was either independently
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`developed at Palleon or assigned to it by the Individual Defendants.
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`Case 1:21-cv-10755-IT Do