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Case 3:21-cv-20059 Document 1 Filed 11/17/21 Page 1 of 30 PageID: 1
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE DISTRICT OF NEW JERSEY
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`Civil Action No. _____________
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`CIPLA USA, INC.
`10 Independence Boulevard
`Suite 300
`Warren, NJ 07059
`
`
`
`
`v.
`
`
`
`Plaintiff,
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`ANI PHARMACEUTICALS, INC.,
`210 Main Street West
`Baudette, MN 56623
`
` -
`
` and
`
`
`NIKHIL LALWANI
`12 Hunters Path
`Skillman, NJ 08558
`
`
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`Defendants.
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`
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`Plaintiff Cipla USA, Inc. (“Cipla” or the “Company”), by counsel, file this Complaint
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`COMPLAINT
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`against Defendants Nikhil Lalwani and ANI Pharmaceuticals, Inc. (“ANI”) (collectively
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`“Defendants”), and state as follows:
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`INTRODUCTION
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`1.
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`Nikhil Lalwani, Cipla’s long-time executive with whom Cipla’s parent company
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`entrusted its entire United States operations, left Cipla approximately a year ago to work for Cipla’s
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`direct competitor, ANI.
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`2.
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`Such a move is not, in and of itself, particularly noteworthy. Corporate executives
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`frequently move between companies and even competitors. However, Lalwani did not just leave
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`to work for a competitor—he concocted, in conjunction with ANI and while he was still an
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`employee at Cipla, a scheme to poach key members of Cipla’s commercial and supply chain
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`leadership team—i.e., Cipla’s Head of Supply Chain, Cipla’s Head of Sales, and Cipla’s Director
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`of Marketing Operations—to enhance ANI at Cipla’s expense and to obtain Cipla’s trade secrets.
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`3.
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`Lalwani and ANI executed this scheme while deceiving Cipla regarding Lalwani’s
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`true intentions and misrepresenting the true nature of Lalwani’s actions. Worse yet, Cipla believes
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`that the scheme may be ongoing, and that Lalwani and ANI continue to attempt to poach Cipla
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`employees.
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`4.
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`In so doing, Lalwani breached his Confidentiality Agreement with Cipla, and
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`together with ANI, violated federal and state law. For these reasons, and for the reasons set forth
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`herein, Lalwani’s and ANI’s scheme must be stopped once and for all, and they must be forced to
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`compensate Cipla for the substantial harm their unlawful actions have caused.
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`PARTIES
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`5.
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`Cipla USA is a corporation organized under the laws of the State of Delaware that
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`maintains its principle place of business at 10 Independence Boulevard, Suite 300, Warren, NJ
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`07059.
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`6.
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`Defendant ANI Pharmaceuticals, Inc. is a company organized under the laws of the
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`State of Delaware that maintains its principal place of business at 210 Main Street West, Baudette,
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`MN 56623.
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`7.
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`Defendant Nikhil Lalwani is the former CEO of Cipla and current President and
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`CEO at ANI. He is a resident and citizen of New Jersey, and he lives at 12 Hunters Path, Skillman,
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`New Jersey.
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`JURISDICTION AND VENUE
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`8.
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`Lalwani is subject to personal jurisdiction in this Court, because he resides in New
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`2
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`Jersey, and he has contracted to work for ANI primarily from his home in New Jersey.
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`9.
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`ANI is subject to personal jurisdiction in this Court because, among other things,
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`ANI has committed acts within New Jersey giving rise to this action and has purposefully availed
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`itself of the privilege of conducting activities within New Jersey such that the exercise of
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`jurisdiction would not offend traditional notions of fair play and substantial justice. In particular,
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`Lalwani has been working in New Jersey on behalf of ANI since September 8, 2020, and two of
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`the employees he unlawfully poached, Eric Martin and Parasaran V.S., have been working in New
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`Jersey on behalf of ANI since November 2021.
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`10.
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`This Court has subject matter jurisdiction over this dispute pursuant to 28 U.S.C.
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`§ 1331. This dispute raises claims under the Defend Trade Secrets Act, 18 U.S.C. § 1836, which
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`grants the district courts of the United States original jurisdiction over civil actions brought under
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`the statute. See 18 U.S.C. § 1836(c).
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`11.
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`This Court has supplemental jurisdiction pursuant to 28 U.S.C. § 1367 over Cipla’s
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`remaining claims as those claims relate to the federal statutory claims in this action and form part
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`of the same case or controversy under Article III of the United States.
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`12.
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`Venue is proper in this Court pursuant to 28 U.S.C. § 1391(b)(1) and (2). Lalwani
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`is a resident of the judicial district within which this Court sits, and a substantial part of the events
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`or omissions giving rise to the claims alleged herein occurred in this district.
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`I.
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`CIPLA’S BUSINESS
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`FACTS
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`13.
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`Established in 1935, Cipla Limited (“Cipla Ltd.”) is a global pharmaceutical
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`company that uses technology and innovation to meet the everyday needs of all patients through
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`the development, manufacturing, and sale of pharmaceutical products.
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`14.
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`Cipla Ltd. operates in more than 80 countries, including in the United States via its
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`3
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`subsidiary, Cipla. In 1984, Cipla Ltd. became the first Indian company ever to receive drug
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`approval from the Food and Drug Administration.
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`15.
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`For over 30 years, Cipla has been dedicated to providing access to medicines at an
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`affordable price, and the Company maintains a diverse portfolio of over 1,500 products across a
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`wide range of therapeutic categories.
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`16.
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`Cipla takes a humanitarian approach to healthcare, and the Company differentiates
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`itself in the global pharmaceutical industry by offering essential medications at a fraction of the
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`cost of its competitors. As a result, Cipla is widely acknowledged as having contributed to bringing
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`inclusiveness, accessibility, and affordability to some of the world’s most dire healthcare
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`segments.
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`II.
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`LALWANI’S RELATIONSHIP WITH CIPLA
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`17.
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`Lalwani worked for Cipla Ltd. and Cipla for nearly a decade, beginning his
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`employment with Cipla Ltd. in India in 2012.
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`18.
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`As he progressed at the company, Lalwani held positions of increasing
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`responsibility.
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`19.
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`In 2015, Lalwani became the Head of Operations for Cipla Ltd.’s global respiratory
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`business.
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`20.
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`Beginning on or around September 3, 2015, Cipla began the process of acquiring
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`two companies to expand its presence in the United States—InvaGen Pharmaceuticals Inc.
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`(“InvaGen”) and Exelan Pharmaceuticals Inc. (“Exelan”).
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`21.
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`Cipla Ltd. tapped Lalwani to move to the United States to oversee the integration
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`of InvaGen and Exelan with Cipla beginning in December 2015.
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`A.
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`22.
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`Lalwani’s Confidentiality Agreement with Cipla
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`Lalwani began his employment with Cipla in or around January 2016, serving as
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`the Head of Strategy, Mergers and Acquisitions, and Integration.
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`23.
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`24.
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`On or about May 2016, Lalwani was also named CEO of InvaGen.
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`Shortly thereafter, on or about April 2017, Lalwani was promoted to CEO of
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`Cipla’s North American operations. Lalwani held this position until he departed for ANI.
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`25.
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`In each of these roles, Lalwani occupied a position of significant trust and assumed
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`fiduciary duties to Cipla.
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`26.
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`On May 23, 2016, Lalwani entered into an Employee Confidentiality Agreement
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`with Cipla (“Confidentiality Agreement”), attached hereto as Exhibit 1.
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`27.
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`Given that Lalwani was a high-level executive in the company, that agreement
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`contains certain provisions designed to protect the Company and prevent Lalwani from
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`undermining Cipla’s business or disclosing its trade secrets.
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`28.
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`Of particular importance here, the Confidentiality Agreement contains a “No
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`Interference with Employees” provision, which states:
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`For a period of two (2) years following the cessation of [Lalwani’s] employment
`with the [Cipla] for any reason, [Lalwani] will not, on behalf of [Lalwani] or any
`third-party, employ, retain, solicit for employment or retention, knowingly assist
`in the employment or retention of, or seek to influence or induce to leave the
`[Cipla’s] employment or service, any individual who is currently employed by the
`[Cipla] or was employed by [Cipla] at any time within one year of the date
`[Lalwani] ceased employment with [Cipla].
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`Confidentiality Agreement § 2.
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`29.
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`The Confidentiality Agreement also contains a provision entitled “Maintaining the
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`Company’s Proprietary Information,” which states:
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`[Lalwani] agrees not to use, utilize, disclose, or reverse engineer [Cipla’s]
`Confidential Information or Trade Secrets for any purpose other than [Cipla’s]
`business, except as authorized in writing by [Cipla]. The covenants made by
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`5
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`[Lalwani] herein are in addition to, and not exclusive of, any and all other rights to
`which [Cipla] is entitled under federal and state law, including, but not limited to,
`rights provided under copyright and trade secret laws, and laws concerning
`fiduciary duties. [Lalwani’s] obligations under this Paragraph 1.a. shall remain in
`effect during [Lalwani’s] employment with [Cipla] and thereafter for as long as the
`information constitutes a Trade Secret under applicable law and/or Confidential
`Information as defined [in the Executive Agreement].
`
`Confidentiality Agreement § 1(a).
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`30.
`
`In addition, the Executive Agreement contains a “Return of Property” provision,
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`which required Lalwani:
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`not to disclose, copy, or remove from the premises of [Cipla] any documents,
`records, tapes, or other media or format that contain or may contain Trade Secret
`Information, except as required by the nature of [Lalwani]'s duties for [Cipla] or as
`otherwise approved by an authorized officer of [Cipla]. Upon the end of [Lalwani]'s
`employment with [Cipla], regardless of the reason, or upon request by [Cipla],
`[Lalwani] hereby agrees to return immediately to [Cipla] all originals and copies of
`documents, records, tapes, or any other media or format that contain or may contain
`Trade Secret Information, and any other Company property in [Lalwani]'s
`possession. Any electronic record or data containing [Cipla]'s Trade Secret
`Information incapable of return shall be permanently deleted. [Lalwani] further
`acknowledges that upon the end of [Lalwani]'s employment with [Cipla], regardless
`of the reason, [Lalwani] shall not have authority to access any of [Cipla]'s computer,
`internet, data bases, electronic files, e-mail, or other electronic systems.
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`Executive Agreement § 1(c).
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`B.
`
`31.
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`Cipla’s Trade Secret Information
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`Cipla has, over many years of effort and at great expense, developed and
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`accumulated, maintained, and refined trade secrets and other confidential and proprietary
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`information concerning, among other things: sales and sales programs; customer, potential
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`customer, and supplier/vendor information; marketing plans; highly sensitive pharmaceutical
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`pricing information; product information; supply chain information and logistics; SAP Processes;
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`information on upcoming product launches and the potential value of those launches; and financial
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`6
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`information (including, but not limited to, revenue, income, margins, costs of goods sold, profits,
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`budgets, and projections) (collectively, “Trade Secret Information”).
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`32.
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`As a consequence of his positions at Cipla, and in reliance upon his representations
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`and commitments as an officer and director of Cipla, Lalwani was granted access to Cipla’s Trade
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`Secret Information, including, but not limited to, highly-sensitive pharmaceutical pricing lists,
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`forecasting and budgeting models for different types of products, customer lists, SAP marketing
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`and supply chain processes, information on upcoming product launches, and business relationships
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`with some of the largest big-box retailers in North America.
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`33.
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`Cipla’s Trade Secret Information is not generally known to the public, nor is it
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`readily ascertainable. Similarly, Cipla’s Trade Secret Information is not shared with clients,
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`potential clients, or any other third parties.
`
`34.
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`Cipla’s Trade Secret Information provides Cipla with a significant advantage over
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`competitors who do not know or use the information. For example, forecasting and budgeting
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`models for large-scale product launches developed by Cipla are immensely valuable to Cipla’s
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`business and would be highly-valuable to Cipla’s competitors.
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`35.
`
`Cipla has recognized, and continues to recognize, the paramount importance of
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`safeguarding its Trade Secret Information and has taken numerous steps to safeguard and limit
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`access to such information.
`
`36.
`
`Among other things, Cipla requires its employees to sign confidentiality
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`agreements containing confidentiality and non-interference covenants.
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`37.
`
`Cipla also maintains a policy in its employee handbook that specifically requires
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`the confidential treatment and protection of Cipla’s Trade Secret Information.
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`7
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`38.
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`Cipla protects electronically stored instances of its Trade Secret Information on
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`secure, password-protected computer systems.
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`39.
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`Cipla also protects its Trade Secret Information by terminating employees’
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`electronic access to its systems immediately upon termination of employment, which it did with
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`respect to Lalwani, and the employees Lalwani and ANI improperly solicited to join ANI.
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`40.
`
`To further protect its information, Cipla requires all terminated employees to return
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`all Cipla property and information including, but not limited to, all originals and copies of
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`documents, records, tapes, or any other media or format that contain or may contain Trade Secret
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`Information, including requiring that any electronic record or data containing Cipla’s Trade Secret
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`Information be permanently deleted.
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`III. LALWANI’S AND ANI’S SCHEME TO POACH KEY CIPLA EMPLOYEES AND
`MISAPPROPRIATE CIPLA’S TRADE SECRETS
`
`41.
`
`It would be difficult to overstate how important Lalwani was to Cipla’s operations
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`and the extent to which Cipla trusted Lalwani to maintain the Company’s confidences, abide by his
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`agreements with the Company, and faithfully execute his duties and responsibilities on Cipla’s
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`behalf. Indeed, even Lalwani’s ANI biography recognizes the key role he played at Cipla
`
`throughout his nearly decade-long career with the Company:
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`Prior to joining ANI in September 2020, Mr. Lalwani worked at Cipla Ltd (NSE:
`CIPLA), a global pharmaceutical company, from May 2012 to August 2020 where
`he held positions of increasing responsibility, including CEO of Cipla USA, CEO
`of InvaGen, Head of US Strategy, M&A & Integration, and Head of Cipla's Global
`Respiratory business. In these roles, Mr. Lalwani developed and executed multi-
`year strategic growth plans for key products and facilitated successful acquisitions
`as Cipla entered the specialty pharmaceutical space.
`
`ANI PHARMACEUTICALS
`
`- EXECUTIVE TEAM, https://www.anipharmaceuticals.com/about-
`
`management.php (last visited Nov 14, 2021).
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`8
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`42.
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`As a senior executive officer of Cipla, Lalwani was routinely provided with Cipla’s
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`Trade Secret Information to enable him to efficiently service Cipla’s customers and to develop new
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`business on behalf of Cipla and was responsible for ensuring that Cipla’s trade secrets remained
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`confidential.
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`43.
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`Cipla took steps to safeguard its Trade Secret Information with respect to Lalwani
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`by requiring him to execute the Confidentiality Agreement and to otherwise abide by the
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`Company’s policies and procedures for maintaining the confidentiality of its Trade Secret
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`Information.
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`44.
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`Cipla included a clause in the Confidentiality Agreement that was designed to
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`prevent Lalwani from raiding the Company of its Trade Secret Information by preventing him from
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`poaching members of the Cipla team. Indeed, Cipla recognized that Lalwani could one day use his
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`knowledge of the Company’s business operations to identify key employees who also possessed
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`knowledge of the Company’s Trade Secret Information and combine forces with them to cripple
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`Cipla’s business and bolster the business of a Cipla competitor.
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`45.
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`In addition to his contractual duties to Cipla under the Confidentiality Agreement,
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`Lalwani also had common law duties to make business decisions within his authority based on his
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`considerations of the best interests of the Company, to refrain from engaging in conflicted or self-
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`dealing transactions through the use of his authority and position, and to refrain from
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`misappropriating or misusing Cipla’s property and Trade Secret Information.
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`46.
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`Despite Lalwani’s clear duties under common law and his Confidentiality
`
`Agreement with Cipla, Lalwani and ANI devised a scheme, beginning during Lalwani’s
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`employment at Cipla, to hire Lalwani as CEO and President of ANI, and poach key employees from
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`9
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`Cipla in a way that effectively allowed ANI to obtain Cipla’s sales and pricing data and strategies,
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`thereby misappropriating Cipla’s Trade Secret Information.
`
`A.
`
`47.
`
`Lalwani Leaves Cipla to Become President and CEO of ANI
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`Like Cipla, ANI is a pharmaceutical company in the business of developing,
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`manufacturing, marketing, and distributing various drug treatments around the world in the generic
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`and specialty pharmaceutical industry, including throughout the United States. In other words, ANI
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`is a direct competitor of Cipla.
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`48.
`
`In or around June of 2020, ANI began aggressively expanding its company in order
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`to pursue its goals of developing, acquiring, manufacturing, and marketing branded specialty and
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`generic pharmaceuticals.
`
`49.
`
`As part of this strategy, ANI was in search of an experienced CEO and President to
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`handle its many growth initiatives, and Lalwani’s experience at Cipla made him a prime target for
`
`ANI’s strategic goals.
`
`50.
`
`On August 3, 2020, ANI announced that Lalwani had been named as ANI’s
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`President and CEO.
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`51.
`
`In ANI’s announcement, it noted that based on Lalwani’s “proven ability to create
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`high growth cultures and deliver financial results, together with his operational experience in both
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`generics and specialty pharmaceuticals, [Lalwani] is an ideal choice to lead our next phase of
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`growth and to achieve our corporate objectives.” Press release, ANI Pharmaceuticals, ANI
`
`Pharmaceuticals Names Nikhil Lalwani as President and Chief Executive Officer (Aug. 3, 2020),
`
`https://www.sec.gov/Archives/edgar/data/1023024/000110465920089648/tm2026323d1_ex99-
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`1.htm.
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`10
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`52.
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`In other words, Lalwani’s experience at Cipla and his understanding of Cipla’s
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`products made him an ideal candidate to help ANI recreate Cipla’s success in the U.S. market.
`
`53.
`
`54.
`
`On August 4, 2020, Lalwani officially terminated his employment with Cipla.
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`Upon Lalwani’s separation from Cipla, the Company reminded Lalwani of his
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`obligations to maintain the confidentiality of Cipla’s Trade Secret Information and the requirement
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`that he return all Cipla’s proprietary or confidential material on the date of separation from Cipla,
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`including deleting any confidential information stored on Lalwani’s personal devices. The
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`separation letter that Cipla sent to Lalwani (“Separation Letter”) is attached hereto as Exhibit 2.
`
`55.
`
`Lalwani assured Cipla’s senior leadership that he had no intention of violating his
`
`ongoing obligations to the Company following his resignation. Lalwani, however, engaged in a
`
`pattern of bad faith conduct that violated basic principles of business ethics, in addition to his
`
`common law and contractual duties to Cipla.
`
`B.
`
`56.
`
`Lalwani and ANI Successfully Solicited Key Cipla Employees
`
`Since assuming the role of President and CEO of ANI, Lalwani has aggressively
`
`pursued growth initiatives aimed at expanding ANI’s business.
`
`57.
`
`In the 14 months he has worked at ANI, Lalwani has worked to increase the pace
`
`of ANI’s new product launches, increase ANI’s manufacturing network, and maximize the value
`
`capture from current ANI products.
`
`58.
`
`To accomplish his growth initiatives at ANI, Lalwani recognized the need to
`
`complement the internal talent pool with “targeted external hires [to] accelerate [ANI’s] growth.”
`
`ANI Pharmaceuticals Inc. (ANIP) Q4 2020 Earnings Call Transcript, MOTLEY FOOL (Mar. 9, 2021,
`
`8:30 AM), https://www.fool.com/earnings/call-transcripts/2021/03/09/ani-pharmaceuticals-inc-
`
`anip-q4-2020-earnings-call/.
`
`
`
`11
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`59.
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`Specifically, key elements of Lalwani’s and ANI’s strategy included the need for a
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`strong sales force and investing in key people and commercial infrastructure for the product
`
`launches of key ANI pharmaceuticals, such as Cortrophin Gel.
`
`60.
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`Upon information and belief, ANI sought to hire Lalwani as CEO of ANI to recruit
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`Cipla’s commercial and supply chain leadership team and thus acquire Cipla’s trade secrets.
`
`61.
`
`During Lalwani’s interactions with ANI while Lalwani remained a Cipla executive
`
`and employee, Lalwani and ANI devised a plan to recruit Cipla’s commercial and supply chain
`
`leadership staff and acquire Cipla’s Trade Secret Information.
`
`62.
`
`More specifically, ANI and Lalwani sought to poach key Cipla employees whom
`
`Lalwani knew were involved in Cipla’s business operations, as well as Cipla’s marketing and
`
`commercialization of drugs in market sectors where ANI planned to compete with Cipla.
`
`63.
`
`For example, one of the main initiatives Lalwani has worked on at ANI relates to
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`the approval and large-scale commercialization of a treatment for patients struggling with certain
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`chronic autoimmune disorders like multiple sclerosis.
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`64.
`
`Before his departure from Cipla, Lalwani and his team played key roles in Cipla’s
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`efforts to obtain FDA approval for and commercialize a very similar drug aimed at treating
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`individuals with multiple sclerosis.
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`65.
`
`After Lalwani joined ANI, ANI and Lalwani continued to improperly solicit
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`employees that Lalwani knew could augment ANI’s business based on their experiences at Cipla
`
`and their knowledge of Cipla’s Trade Secret Information.
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`66.
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`Because of Lalwani’s employment at Cipla, he was privy to the confidential salaries
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`of Cipla employees and began offering those that joined him at ANI a substantial increase to join
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`12
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`the company. Eventually these efforts were met with success, and ANI and Lalwani were able to
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`recruit several key Cipla employees to ANI.
`
`67.
`
`On June 28, 2021, Jake Austin, a Vice President and Head of Sales for Retail
`
`Business and a member of Lalwani’s team at Cipla submitted his resignation to Cipla. Cipla later
`
`learned that Austin had joined Lalwani at ANI.
`
`68.
`
`On October 22, 2021, Eric Martin, the Head of Supply Chain and Vice President of
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`U.S. Sales and a member of Lalwani’s team at Cipla who worked with Lalwani from Cipla’s New
`
`Jersey offices, resigned from Cipla to join Lalwani at ANI as ANI’s Vice President of U.S. Sales.
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`69.
`
`Also on October 22, 2021, Parasarn V.S., the Director of Marketing Operations and
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`a member of Lalwani’s team at Cipla who worked with Lalwani from Cipla’s New Jersey offices,
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`resigned from Cipla to join Lalwani at ANI.
`
`70.
`
`Not only did these individuals hold key roles while at Cipla, but Lalwani knew they
`
`were high-performing individuals. For example, all three employees had received top performance
`
`ratings over the last two years. Moreover, Austin and Martin had recently completed the Cipla
`
`Leadership Ascent Program (“CLAP”), a nine-month leadership program that involved a significant
`
`investment by Cipla for each individual and which provided specific and tailored information about
`
`Cipla’s methods and business practices at the highest levels.
`
`71.
`
`Austin, Martin, and V.S. (the “Unlawfully Solicited Employees”) were hired to
`
`complete roles and duties at ANI that were substantially similar to the roles and duties they were
`
`responsible for at Cipla.
`
`72.
`
`Lalwani and the Unlawfully Solicited Employees collectively represented all Cipla
`
`senior level commercial and supply chain staff, such that together, they possess nearly all Cipla
`
`Trade Secret Information related to sales, pricing, and supply chain logistics.
`
`
`
`13
`
`

`

`Case 3:21-cv-20059 Document 1 Filed 11/17/21 Page 14 of 30 PageID: 14
`
`Lalwani’s Efforts to Deceive Cipla about His Scheme
`
`Lalwani took multiple steps to deceive Cipla and conceal the true nature of his
`
`C.
`
`73.
`
`scheme.
`
`74.
`
`For example, when Austin resigned from Cipla, he refused to share whether he had
`
`accepted a position at another company. On information and belief, Lalwani told Austin that he
`
`should not inform Cipla that he planned to join Lalwani’s team at ANI.
`
`75.
`
`Cipla later discovered that Austin had accepted a role on Lalwani’s team at ANI
`
`and that his title at ANI mirrored his former title at Cipla.
`
`76.
`
`Upon learning of Austin’s move to ANI, the Company contacted Lalwani,
`
`reminded him of his non-solicitation obligations, and informed him of his failure to abide by the
`
`terms of the Confidentiality Agreement.
`
`77.
`
`In response, Lalwani essentially apologized and asserted that he had forgotten about
`
`his obligation to refrain from soliciting Cipla’s employees and promised to refrain from future
`
`solicitations of Cipla employees.
`
`78.
`
`The Company believed Lalwani’s representations based on his years of service to
`
`Cipla and chose to refrain from seeking legal action at that time.
`
`79.
`
`It is now clear, however, that Lalwani was very aware of his non-solicitation
`
`obligations and that he lied to Cipla about his true intentions.
`
`80.
`
`Shortly after promising Cipla that he would not solicit any additional Cipla
`
`employees, Lalwani and ANI continued with their scheme to poach Cipla’s sales team by targeting
`
`Martin and V.S.
`
`81.
`
`Like Austin, Martin and V.S. also attempted to conceal the fact that they possessed
`
`offers to join Lalwani at ANI before they submitted their resignation to Cipla. On information and
`
`
`
`14
`
`

`

`Case 3:21-cv-20059 Document 1 Filed 11/17/21 Page 15 of 30 PageID: 15
`
`belief, Lalwani told Martin and V.S. to conceal that fact to allow Lalwani and ANI to perpetrate
`
`their scheme.
`
`82.
`
`As soon as Cipla learned that Lalwani had once again worked in concert with ANI
`
`to poach Cipla’s employees, the Company sent a letter to Lalwani, dated October 25, 2021, ordering
`
`that Lalwani immediately cease and desist from such conduct with immediate effect (“Lalwani
`
`Cease and Desist”), attached hereto as Exhibit 3.
`
`83.
`
`In response, Lalwani once again, through his counsel, promised not to solicit
`
`additional employees. But based on his prior misrepresentations, and the fact that Cipla has come
`
`to believe that Lalwani’s and ANI’s poaching efforts may be continuing, Cipla has decided to
`
`pursue this action.
`
`D.
`
`Cipla Has Suffered Substantial Harm from Lalwani’s and ANI’s Unlawful
`Actions and Is Likely to Suffer Continued Harm
`
`84.
`
`The Unlawfully Solicited Employees have been integral to helping ANI’s strategic
`
`commercialization strategy and strengthening ANI’s generic pharmaceuticals business.
`
`Specifically, by inducing the Unlawfully Solicited Employees to end their employment with Cipla,
`
`Lalwani and ANI were able to unlawfully acquire all the key players in Cipla’s commercial and
`
`supply chain leadership, thereby integrating Cipla’s experience, expertise, and trade secrets.
`
`85.
`
`Collectively, Lalwani and the Unlawfully Solicited Employees represent Cipla’s
`
`entire U.S. senior level commercial and supply chain staff, and they possess nearly all Cipla Trade
`
`Secret Information related to those areas of the business.
`
`86.
`
`By soliciting his former team in violation of the Confidentiality Agreement,
`
`Lalwani and ANI have demonstrated a pattern of bad faith and intentional disregard for Cipla’s
`
`legitimate business interests in protecting its Trade Secret Information.
`
`
`
`15
`
`

`

`Case 3:21-cv-20059 Document 1 Filed 11/17/21 Page 16 of 30 PageID: 16
`
`87.
`
`Lalwani and the Unlawfully Solicited Employees were intimately associated with
`
`the development of Cipla’s pharmaceutical products, pricing for key products, supply chain
`
`information, customer relationships, SAP processes, sales and marketing strategies, budgets and
`
`forecasts, and other Cipla Trade Secret Information as well as the identities and skills of the
`
`employees that were key to Cipla’s operations and maintenance of its competitive advantages.
`
`88.
`
`Lalwani used his deep knowledge of Cipla’s Trade Secret Information and business
`
`operations to target other Cipla employees who he knew had similarly detailed knowledge of
`
`Cipla’s Trade Secret Information and substantial involvement in Cipla’s business.
`
`89.
`
` Given how far Lalwani has already been willing to go, it is a near certainty that he
`
`has and will continue to recruit additional key Cipla employees in direct violation of the
`
`Confidentiality Agreement and utilize Cipla’s Trade Secret Information for the benefit of ANI.
`
`90.
`
` Indeed, Lalwani knew that, like him, the Unlawfully Solicited Employees would
`
`inevitably use their in-depth knowledge of Cipla’s Trade Secret Information and business
`
`operations—and specifically Cipla’s trade secrets regarding sales and pricing—for ANI’s benefit.
`
`91.
`
`Cipla has been and will continue to be substantially harmed as a result of ANI—its
`
`director competitor—acquiring its former talent and Trade Secret Information.
`
`92.
`
`Upon information and belief, ANI and Lalwani continue to solicit and induce other
`
`Cipla employees to leave their positions with Cipla.
`
`93.
`
`Lalwani’s and ANI’s solicitation and hiring of the Unlawfully Solicited Employees
`
`to work in similar positions at ANI, which will necessarily involve the misuse of Cipla’s Trade
`
`Secret Information, demonstrates Lalwani’s and ANI’s intention to interfere with Cipla’s
`
`employment relationships, cripple Cipla’s pharmaceutical operations, and misappropriate Cipla’s
`
`Trade Secret Information.
`
`
`
`16
`
`

`

`Case 3:21-cv-20059 Document 1 Filed 11/17/21 Page 17 of 30 PageID: 17
`
`COUNT I
`Breach of Contract
`(By Cipla Against Lalwani)
`
`94.
`
`Cipla incorporates and realleges each and every allegation set forth in the foregoing
`
`paragraphs, as though fully set forth herein.
`
`95.
`
`The Confidentiality Agreement is a valid and enforceable contract between Cipla
`
`and Lalwani.
`
`96.
`
`As set forth herein, the Confidentiality Agreement restricted Lalwani from
`
`“retain[ing], solicit[ing] for employment or retention, knowingly assist[ing] in the employment or
`
`retention of, or seek[ing] to influence or induce to leave the Company’s employment or service, any
`
`individual who is currently employed by the Company or was employed by the Company at any
`
`time within one year of the date Employee ceased employment with the Company.” Confidentiality
`
`Agreement § 2.
`
`97.
`
`The Executive Agreement also prohibited Lalwani from “us[ing], utiliz[ing],
`
`disclos[ing], or reverse engineer[ing Cipla’s] Confidential Information or Trade Secrets for any
`
`purpose other than [Cipla’s] business.” Confidentiality Agreement §1(a). Those obligations
`
`“remain[ed] in effect during [Lalwani’s] employment with [Cipla] and thereafter for as long as the
`
`information constitutes a Trade Secret under applicable law and/or Confidential Information as
`
`defined [in the Confidentiality Agreement].” Id.
`
`98.
`
`Cipla at all times has performed and fulfilled its obligations under the
`
`Confidentiality Agreement.
`
`99.
`
`Lalwani breached his obligations under the Confidentiality Agreement by soliciting
`
`for employment, knowingly assisting in the employment, and/or seeking to influence or induce to
`
`leave multiple Cipla employees. Specifically, Lalwani solicited at least three Cipla employees,
`
`
`
`17
`
`

`

`Case

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