Agenus Inc. v. Recepta Biopharma S.A.
Case Summary
On January 24, 2022, Agenus Inc. (“Agenus” or “Plaintiff”), represented by William J. Trach of Latham & Watkins LLP, filed a contract lawsuit against Recepta Biopharma S.A. (“Recepta” or “Defendant”), seeking declaratory relief and damages along with pre- and post-judgement interest for the Defendant’s alleged breach of contract. This case was filed in U.S. District Court in the District of Massachusetts with Judge Indira Talwani presiding.
In the complaint the Plaintiff alleged that, “Agenus is a biopharmaceutical company based in Lexington, Massachusetts. Agenus is on the cutting-edge of immuno-oncology, a scientific field focused on the study and development of treatments that take advantage of the human body’s immune system to fight cancer. Agenus focuses on the research, development, manufacturing, and commercialization of immuno-oncology products such as checkpoint inhibitors, cell therapies, vaccines, and adjuvants, to deliver curative outcomes to patients. As part of this mission, Agenus seeks to collaborate with companies like Recepta, which is based in Brazil, in order to further its development and commercialization efforts in different parts of the world. To that end, Agenus entered into an Amended and Restated Collaborative Research and Development and Commercial Rights Agreement (the “Collaboration Agreement” or “Agreement,”) with Recepta on January 25, 2016.”
The Plaintiff further alleged that, “The stated purpose of this Agreement was to “collaborate on the development and commercialization” of certain biological products for human therapeutic use, some of which are referenced herein as “joint products.” Under the Collaboration Agreement, Agenus and Recepta agreed to use “Commercially Reasonable Efforts” to carry out their responsibilities under the Agreement and to “cooperate” with each other in carrying out those responsibilities. While Agenus has used Commercially Reasonable Efforts to conduct activities under these joint development plans, Recepta has not. And while Agenus has attempted to cooperate with Recepta to further the core purposes of the Collaboration Agreement, Recepta has not done the same.”
The Plaintiff also alleged that, “In short, Recepta has failed to live up to its side of the bargain. During the term of the Collaboration Agreement, the only development of joint products. By conducting these studies, Agenus went above and beyond what was required in the joint development plan, for the benefit of patients. Meanwhile, Agenus has made significant strides toward regulatory approvals and commercialization of joint products. Recepta even prevented Agenus from conducting a confirmatory study which would have benefited further patients. Recepta has failed to use Commercially Reasonable Efforts or cooperate with Agenus to further joint development plans under the Collaboration Agreement.”
There are two claims for relief laid down by the Plaintiff. The first claim alleged deals with breach of contract. The second claim alleged deals with breach of covenant of good faith and fair dealing.
In their prayer for relief, the Plaintiff requested the Court for a declaration in favor of Agenus and against Recepta, and a final judgment incorporating the same, including a declaration that, because of Recepta’s material breaches of the Collaboration Agreement, Agenus has terminated the entire Agreement pursuant to Article 10.2(a), and is therefore the “Continuing Party” for purposes of Article 10.3, which addresses the specific “Consequences of Termination” and for an award of damages along with pre- and post-judgement interest. The Plaintiff also requested the Court for costs, expenses and for such other and further relief as the Court deems just.
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Case Details
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Case Number:
1:22-CV-10096
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Filing Date:
01/24/2022
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Case Status:
Pending - Other Pending
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Case Type:
Contract - Other Contract
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Court:
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Courthouse:
Judge Details
Presiding Judge
Indira Talwani
Party Details
Plaintiff
Agenus Inc.
Defendant
Recepta Biopharma S.A.
Attorney/Law Firm Details
Plaintiff Attorneys
William J. Trach
Attorney at Latham & Watkins LLP
200 Clarendon Street
Boston, MA 02116
Steven Bauer
Attorney at Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, CA 94111-2562
Ward Penfold
Attorney at Latham & Watkins (CA)
505 Montgomery Street, Suite 1900
San Francisco, CA 94111-2562
Court Documents
Main Document
Exhibit A
Civil Cover Sheet
Category Form
(#2) CORPORATE DISCLOSURE STATEMENT by Agenus Inc.. (Trach, William) (Entered: 01/24/2022)
(#3) MOTION to Seal an Unredacted Version of Complaint and Exhibit A Thereto by Agenus Inc..(Trach, William) (Entered: 01/24/2022)
(#5) Summons Issued as to Recepta Biopharma S.A.. Counsel receiving this notice electronically should download this summons, complete one for each defendant and serve it in accordance with Fed.R.Civ.P. 4 and LR 4.1. Summons will be mailed to plaintiff(s) not receiving notice electronically for completion of service. (Pacho, Arnold) (Entered: 01/25/2022)
Main Document
Certification of Steven M. Bauer
Certification of Ward Penfold
(#9) NOTICE of Appearance by Steven Bauer on behalf of Agenus Inc. (Bauer, Steven) (Entered: 02/07/2022)
(#10) NOTICE of Appearance by Ward Penfold on behalf of Agenus Inc. (Penfold, Ward) (Entered: 02/07/2022)
Docket Entries
- 02/07/2022
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Docket(#10) NOTICE of Appearance by Ward Penfold on behalf of Agenus Inc. (Penfold, Ward) (Entered: 02/07/2022)
- 02/07/2022
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Docket(#9) NOTICE of Appearance by Steven Bauer on behalf of Agenus Inc. (Bauer, Steven) (Entered: 02/07/2022)
- 02/04/2022
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Docket(#8) Judge Indira Talwani: ELECTRONIC ORDER entered granting #7 Motion for Leave to Appear Pro Hac Vice Added Steven M. Bauer and Ward Penfold. Attorneys admitted Pro Hac Vice must have an individual PACER account, not a shared firm account, to electronically file in the District of Massachusetts. To register for a PACER account, go the Pacer website at # https://pacer.uscourts.gov/register-account.Pro Hac Vice Admission Request Instructions # https://www.mad.uscourts.gov/caseinfo/nextgen-pro-hac-vice.htm.A Notice of Appearance must be entered on the docket by the newly admitted attorney. (Dore, Samantha) (Entered: 02/04/2022)
- 02/03/2022
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Docket(#7) MOTION for Leave to Appear Pro Hac Vice for admission of Steven M. Bauer and Ward Penfold Filing fee: $ 200, receipt number AMADC-9168471 by Agenus Inc.. (Attachments: #1 Certification of Steven M. Bauer, #2 Certification of Ward Penfold)(Trach, William) (Entered: 02/03/2022)
- 01/26/2022
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Docket(#6) Judge Indira Talwani: ELECTRONIC ORDER granting Plaintiffs Motion to Seal #3 pending further court order.Any motion requesting leave of court to file materials under seal must include a particularized showing for the need for impoundment. The court is guided in this regard by First Circuit precedent and Local Rule 7.2. Because the public has a "presumptive" right of access to judicial documents, United States v. Kravetz, 706 F.3d 47, 59 (1st Cir. 2013) (citing Siedle v. Putnam Invs., Inc., 147 F.3d 7, 10 (1st Cir. 1998)), "'only the most compelling reasons can justify non-disclosure of judicial records that come within the scope of the common-law right of access.'" Id. (quoting In re Providence Journal Co., 293 F.3d 1, 10 (1st Cir. 2002)). The burden is thus on the impoundment-seeking party to show that impoundment will not violate the public's presumptive right of access. See Foltz v. State Farm Mut. Auto. Ins. Co., 331 F.3d 1122, 1130 (9th Cir. 2003) (citing Phillips v. Gen. Motors Corp., 307 F.3d 1206, 1212 (9th Cir. 2002)) ("A party asserting good cause bears the burden, for each particular document it seeks to protect, of showing that specific prejudice or harm will result if no protective order is granted"); Miller v. City of Bos., 549 F. Supp. 2d 140, 141 (D. Mass. 2008) ("The proponent of a Protective Order bears the burden of establishing 'good cause' for its continuation") (internal citation omitted). For that reason, when seeking to file under seal any confidential information, a party must show this court good cause for the impoundment. See Kravetz, 706 F.3d at 60.The court interprets this guidance to require parties to narrowly tailor their requests to only sealable material. Thus, while it may sometimes be appropriate to seal a document in its entirety, redaction is preferred when possible. The court may accordingly revise its order if it later determines that Plaintiffs request to file under seal was overbroad. Counsel will receive an email within twenty-four (24) hours of this order with instructions for submitting sealed documents for which leave has been granted in accordance with the Local Rules of the U.S. District Court of Massachusetts. Counsel must include - Leave to file granted on (date of order)- in the caption of the document. (Dore, Samantha) (Entered: 01/26/2022)
- 01/25/2022
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Docket(#5) Summons Issued as to Recepta Biopharma S.A.. Counsel receiving this notice electronically should download this summons, complete one for each defendant and serve it in accordance with Fed.R.Civ.P. 4 and LR 4.1. Summons will be mailed to plaintiff(s) not receiving notice electronically for completion of service. (Pacho, Arnold) (Entered: 01/25/2022)
- 01/25/2022
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Docket(#4) ELECTRONIC NOTICE of Case Assignment. Judge Indira Talwani assigned to case. If the trial Judge issues an Order of Reference of any matter in this case to a Magistrate Judge, the matter will be transmitted to Magistrate Judge Donald L. Cabell. (Finn, Mary) (Entered: 01/25/2022)
- 01/24/2022
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Docket(#3) MOTION to Seal an Unredacted Version of Complaint and Exhibit A Thereto by Agenus Inc..(Trach, William) (Entered: 01/24/2022)
- 01/24/2022
- View Court Documents
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Docket(#2) CORPORATE DISCLOSURE STATEMENT by Agenus Inc.. (Trach, William) (Entered: 01/24/2022)
- 01/24/2022
- View Court Documents
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Docket(#1) COMPLAINT against Recepta Biopharma S.A. Filing fee: $ 402, receipt number AMADC-9151853 (Fee Status: Filing Fee paid), filed by Agenus Inc.. (Attachments: #1 Exhibit A, #2 Civil Cover Sheet, #3 Category Form)(Trach, William) (Attachment 1 replaced on 1/26/2022) (Dore, Samantha). (Additional attachment(s) added on 1/26/2022: #4 SEALED Complaint) (Dore, Samantha). (Entered: 01/24/2022)
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