WILL 8: EMERY LLP ATTORNEYS AT LA LOS ANCELES WILL EMERY LLP CHARLES E. WEIR (State Bar No. 211091) cweir@mwe.com GREGORY JONES (State Bar No. 229858) gjones@mwe.com KATE M. HAMMOND (State Bar No. 293433) khammond@mwe.com 2049 Century Park East, Suite 3800 Los Angeles, CA 90067 Telephone: 310.277.41 10 Facsimile: 310.277.4730 0 ORIGI 6% 010693 FILED Court Of California County 0f Los A JUL 2 7 2015 Attorneys for Plaintiffs a. me mad 0H9 WU SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF LOS ANGELES CENTRAL DISTRICT STEMEXPRESS, LLC, and CASE NO. 8 1 4" 5 CATHERINE DYER, COMPLAINT FOR: Plaintiffs, 1. INVASION OF PRIVACY (PEN. CODE 632) V. 2. RECEIPT OF STOLEN PROPERTY (PEN. CODE 496) THE CENTER FOR MEDICAL 3. CONVERSION PROGRESS, BIOMAX 4. FRAUDULENT INDUCENIENT OF PROCUREMENT SERVICES, LLC, CONTRACT DAVID DALEIDEN (aka 5. INTENTIONAL INTERFERENCE WITH DOE 1 (aka CONTRACTUAL RELATIONS and DOES 2 through 6. BREACH OF CONTRACT 100, inclusive, 7. UNFAIR COMPETITION (BUS. PROF. CODE 17200) Defendants. 8. DECLARATORY RELIEF DEMAND FOR JURY TRIAL m?mm 66 $263 ma r1: 0 f? (A 53333? ?a E: E: 8 COMPLAINT MCDERMOTT WILL EMERY LLP ATTORN EYs AT LAW LOS ANGELES Plaintiffs StemExpress, LLC and Catherine Dyer hereby complain against defendants The Center for Medical Progress BioMax Procurement Services, LLC (?BioMax?), David Daleiden, Doe 1 (aka ?Susan Tennenbaum?), and Does 2 through 100 (collectively, ?Defendants?), as follows: NATURE OF THE ACTION 1. StemExpress, LLC supplies human blood, tissue products, primary cells and other clinical specimens to biomedical researchers around the world to fuel regenerative medicine and research. Defendants are anti?abortion activists. In furtherance of their cause, Defendants have engaged in a public campaign against Planned Parenthood. In the course of this campaign, Defendants have committed numerous illegal acts against StemExpress and its employees, including plaintiff Catherine Dyer. Indeed, Defendants? conduct is already the subject of investigations by both the United States Department of Justice and the California Department of Justice, Of?ce of the Attorney General. 2. Defendants have, among other things, (1) set up a dummy medical tissue procurement company (defendant BioMax Procurement Services, LLC) and approached StemExpress under the ruse of doing a business deal, (2) illegally videotaped and recorded StemExpress?s of?cers (plaintiff Catherine Dyer and two other StemExpress employees) during a private business meeting, and (3) received and published StemExpress documents containing con?dential and sensitive business information. Defendants? conduct violates California Penal Code 632, which prohibits the secret recording of con?dential conversations without the consent of all parties involved. It also violates Penal Code 496, which prohibits the receipt of stolen property. 3. In addition to the dissemination of StemExpress documents, Defendants released two videos of Planned Parenthood doctors who were also secretly recorded. The videos are purposely edited in a way to paint the doctors in a negative and factually-misleading light. The videos and release of documents have received significant coverage from news and social media. As a result. of the coverage, Dyer has been harassed and even received death threats. StemExpress?s business has already been impacted because of the false and misleading assertions 62766386-1.097549.0011 COMPLAINT MCDERMOTT WILL 8: EMERY LLP ATTORNEYS AT LAW LDS ANGELES made concerning its business relationship with the Planned Parenthood physicians contained in the videos. CMP has stated its intention to release more ?undercover? video footage. Plaintiffs believe that CMP is at least in part referring to video illegally taken of the Defendants. Based on prior videos, Plaintiffs believe that CMP will manipulate the illegal video footage into a false and misleadingly-edited video designed to further harm StemExpress?s business and subject StemExpress?s employees to additional harassment. Plaintiffs are entitled to have their property returned, to have Plaintiffs? dissemination of illegally-obtained recordings enjoined so that they do not in?ict further harm on Plaintiffs, and to recover damages caused by Defendants? violations of the law. THE PARTIES 4. Plaintiff StemExpress, LLC (?StemExpress?) is a California company based in Placerville, California. 5. Plaintiff Catherine Dyer is the Chief Executive Officer of StemExpress and an individual residing in California. 6. Defendant The Center for Medical Progress is a California company purportedly based in Irvine, California. 7. Defendant BioMax Procurement Services, LLC (?BioMax?) is an entity registered in California with its principal place of business listed in Norwalk, California or Long Beach, California. 8. On information and belief, defendant David Daleiden is an individual residing in California. On information and belief, Daleiden also uses the alias ?Robert (or Bob) Daoud Sarkis.? Daleiden is af?liated with defendants CMP and BioMax, as either an owner, employee, or agent. 9. On information and belief, defendant Doe I is an individual residing in California using the alias ?Susan Tennenbaum.? Doe I is af?liated with defendants CMP and BioMax, as either an owner, employee, or agent. 10. The names and capacities of Defendants named herein as Does 2 through 100 are unknown or not yet con?rmed. Plaintiffs are informed and believe and thereon allege that each of 62768864097549.0011 - 2 - COMPLAINT MCDERMOTT WILL 8: EMERY LLP ATTORNEYS AT LAW LOSANCELES rU.) the ?ctitiously?named defendants is responsible in some manner for the occurrences herein alleged, and that Plaintiffs? damages as herein alleged were proximately caused by their conduct. Plaintiffs will ask leave to amend this Complaint to show the true names and capacities of each Doe Defendant at such time as the same has been ascertained. Plaintiffs allege on information and belief that Defendants, and each of them, were agents of each other, and that each defendant gave consent to, rati?ed, and/or authorized the conduct of each other defendant. JURISDICTION AND VENUE 11. The Court possesses personal jurisdiction over the defendants in this case because each defendant is a resident of California. 12. Venue is proper in this Court because the principal place of business of BioMax is located in Los Angeles County, and as result certain of the conduct giving rise to the claims took place in Los Angeles County. FACTUAL ALLEGATIONS StemExpress l3. StemExpress is a small life sciences company based in Placerville, California that specializes in the procurement and distribution of human blood, tissue products, primary cells, and other clinical specimens to biomedical researchers around the world for the purpose of conducting medical research. StemExpress?s clients include almost every major medical research institution in the country, as well as many major pharmaceutical companies. 14. StemExpress?s products and services support leading research institutions in the United States and internationally, including medical schools, pharmaceutical companies, and federal agencies, to provide stem cells and other human tissue critical to medical research. Cells produced by the physicians, scientists, medical technicians, and nurses at StemExpress are currently used in research globally aimed at finding cures and treatments for cancer, diabetes, cardiac disease, and other significant medical conditions. 15. StemExpress offers the largest variety of raw material in the industry, as well as fresh (non-frozen) and cryopreserved human primary cells. Its human tissue products range from fetal to adult and healthy to diseased, and StemExpress also collects bone marrow, and performs 6276638610975490011 - 3 - COMPLAINT MCDERMOTT WILL 8: EMERY LLP ATTORNEYS AT LAW LOS ANGELES leukapheresis for cell isolation. 16. In its state-of?the-art laboratory, StemExpress isolates and cultures primary human somatic, progenitor, and stem cells. Using the most up-to-date technology, StemExpress delivers cell isolates with the purity, viability, and quality investigators need to perform their research. 17. In 2010, StemExpress initially had three procurement sites located in Northern California. Within its ?rst year of operation, the company moved into a 1,500 square foot facility and opened a laboratory. In 2014, StemExpress was named one of the fastest?growing companies in the United States by Inc. 500. StemExpress currently has relationships with more than 30 procurement sites across the country and delivers product to hundreds of researchers worldwide. It also has an on?site donation center for the collection of blood, bone marrow, and conducting leukapheresis. StemExpress employs 35 people. 18. Approximately 10% of StemExpress?s procurement is from fetal tissue. Approximately 90% of the fetal tissue collected by StemExpress is shipped to its laboratory to be processed down to specific cells. 19. Medical researchers engage StemExpress to procure speci?c types of fetal specimens (or cells derived therefrom), and StemExpress procures those specimens from medical facilities that perform the procedures, such as Planned Parenthood. StemExpress only actively works with 2 affiliates of the total 59 af?liates that make up Planned Parenthood. 20. StemExpress requires that an informed consent be discussed and signed by each donor for any donation of tissue of all types, including human fetal tissue or blood. 21. Protecting the privacy of its researchers and suppliers is always the highest priority at StemExpress. StemExpress is routinely asked to sign non-disclosure agreements, con?dentiality agreements, and Material Transfer Agreements with strict provisions protecting the privacy of its client-researchers, their proprietary information, and above all, the donors? information. 22. Biomedical research is intensely competitive and based largely on proprietary intellectual property. The research and development projects undertaken by StemExpress?s client-researchers span many years and typically require millions of dollars of investment. 62766386-I.O97549.0011 - 4 COMPLAINT MCDERMOTT WILL 6: EMERY LLP ATTORNEYS AT LAW L05 ANGELES Maintaining the researchers? con?dential information is a central component of any MTA or similar supply contract that StemExpress executes. The consequences of unauthorized disclosure of con?dential information may signi?cantly damage the competitive position of the researcher, lost market opportunity, loss of intellectual property rights, all of which will greatly harm the reputation of StemExpress. 23. As part of its commitment to the privacy and con?dentiality of its donors and clients, StemExpress also requires that each of its employees and independent contractors sign agreements that require them to maintain the con?dentiality of a broad range of information and prohibit them from disclosing such information publicly. Those agreements require employees and independent contractors to maintain con?dentiality after termination and to return StemExpress documents and materials upon leaving the company. 24. StemExpress also requires its employees and independent contractors to sign its policies related to its ?Code of Conduct? and ?Clinic Procedures and Policies,? which also stress the critical importance of maintaining the con?dentiality of information. The Center For Medical Progress 25. CMP is anti-abortion group founded by defendant David Daleiden. Although CMP has a registered agent for service of process in California, the corporate address listed on the Secretary of State?s website appears to be a shopping mall in Irvine, California. 26. ostensible objective (titled the ?Human Capital Project?) is to expose ?how Planned Parenthood sells the body parts of aborted babies.? CMP implores the public and Congress to take action in response to the alleged ?black market in aborted baby parts.? 27. website went live on July 6, 2015. 28. On July 14 at 8:00 am. ET, CMP released a heavily-edited video from ?undercover footage? of Daleiden posing as a representative for a fake biomedical company and questioning a doctor for Planned Parenthood about the sale of fetal tissue. Daleiden is identi?ed as the ?contact? for the release. The video is edited to present a misleading story on multiple fronts. For example, the nearly 9-minute video inaccurately suggests that the Planned Parenthood clinics where the doctor works sells fetal tissue specimens to StemExpress when the truth is that 62766386-i.097549.001] 5 COMPLAINT MCDERMOTT WILL EMERY LLP ATTORNEYS AT LAW LOS ANGELES StemExpress has never had a relationship with that doctor or those clinics. Nor does StemExpress violate the law, in any way, as the video suggests. 29. claims that the July 14 video is the product of a ?thousands of research hours to painstakingly gather hundreds of hours of undercover footage, dozens of eye-witness testimonies, and nearly two hundred pages of primary source documents.? (emphasis added). CMP promises that ?[t]his information will continue to be made available the public [on its website (emphasis added). 30. True to its word, on July 14, CMP published documents on its website that were illegally obtained from StemExpress. Although certain of the StemExpress documents posted by CMP contain non-con?dential information, such as StemExpress?s brochure, several of the documents contain highly con?dential and sensitive information, such as the names and addresses of the researchers to whom StemExpress supplies specimens. 31. The information contained on these documents suggests that they were given to CMP by Holly O?Donnell, a former employee of StemExpress. This inference is reinforced by certain public posts that O?Donnell made on her Facebook page on July 15 linking to website, the July 14 video, and Daleiden?s July 15 interview with Bill O?Reilly. 32. On July 21 at 8:00 am. ET, which is exactly one week after the July 14 video release, CMP released another heavily-edited video of ?undercover footage? of Daleiden posing as a representative for a fake biomedical company and questioning another Planned Parenthood doctor. 33. As with the July 14 video, the July 21 video attacks Planned Parenthood and accuses it of pro?teering on the sale of human fetal tissue as well as changing medical techniques in response specimen orders. 34. On or around July 22, both the United States Department of Justice and the California Department of Justice announced the initiation of criminal investigations of CMP into the Planned Parenthood videos. 35. On July 22, CMP released a statement suggesting that it would continue with its plan to release additional information despite the criminal probes related to its conduct and that 6 62766386-1.097549.0011 COMPLAINT MCDERMOTT WILL 8: EMERY LLP ATTORNEYS AT LAW LOS ANGELES ?Planned Parenthood trying to use the power of their political cronies to shut down free speech, to silence the freedom of the press, to persecute David Daleiden.? Defendants? Illegal Video Recording 36. On April 19?21, 2015, Megan Barr, the Procurement Manager of StemExpress, attended a women?s health conference in Baltimore, Maryland. 37. Following the conference, Barr was approached by two people who claimed that their names were ?Robert Daoud Sarkis? and ?Susan Tennenbaum.? They claimed to work for a company called ?BioMax Procurement Services, which they claimed was a company that also procured and distributed human fetal tissue. ?Sarkis? and ?Tennenbaum? repeatedly came to the StemExpress?s booth and her numerous questions concerning StemExpress?s business practices, procurement methodology and pricing information and expressed an interest in partnering with StemExpress, requested a meeting with Catherine Dyer, (StemExpress?s chief executive), and provided Barr with their business cards and email addresses (bob@biomaxps.com; susan @biomaxpscom). 38. StemExpress undertook a brief, but routine evaluation of the publicly available information pertaining to ?BioMax? for a potential professional relationship, including its web site and its paper ?yer/brochure. At the time, StemExpress did not detect any information that provides concern as to the veracity of ?BioMax? as a legitimate procurement company. In fact, the mere presence of ?BioMax? at the conference suggested that it was legitimate company because the conference has strict screening policies for the attendance of industry vendors. 39. On May 18, 2015, Barr contacted ?Sarkis? to set up a telephone call to explore potential business opportunities between StemExpress and ?BioMax.? 40. On May 19, 2015, ?Sarkis? responded stating that he would be ?in the Bay Area meeting with investors? during the upcoming weekend and invited Barr and Dyer to be his ?guests for lunch or dinner? in Sacramento on May 22, 2015. 41. On May 19, 2015, Barr emailed ?Sarkis? accepting his invitation and proposing that the meeting take place at Bistro 33 mm Dorado Hills, California at 4:30 pm. Dyer regularly and intentionally chooses Bistro 33 for meetings because of the private nature of its seating. For 7 62766386-1097549001] COMPLAINT MCDERMOTT WILL EMERY LLP ATTORNEYS AT LAW L05 ANCELES the meeting with ?BioMax,? Dyer speci?cally chose the restaurant because at the time they were scheduled to meet, the restaurant typically has open seating in its large dining room with remote tables and is typically Sparser attended before the regular evening dinner period. In-addition, because StemExpress intended to assess ?BioMax? as a potential business partner, Dyer invited Kevin Cooksy (the Vice President of Corporate Development and Legal Affairs of StemExpress) to attend the meeting. 42. On May 22, 2015, Dyer, Cooksy, and Barr attended a meeting with ?Sarkis? and ?Tennenbaum? at Bistro 33 in El Dorado Hills, California. They arrived at the restaurant together at around 4:30 pm. They were seated in a booth in a remote area of the restaurant situated on a segregated ?oor that had no other diners. The arrow in the picture below re?ects the location of the meeting. Like the photo, when Dyer, Cooksy, and Barr arrived at 4:30 pm. there were no other people in the dining room. 7 0? Location of BioMax Meeting nth"; g" 43. Other than the staff, the only other peOple at the restaurant were located the main dining room and outside on the patio. The other patrons could not overhear the conversation at the meeting nor were they in a position to record it. 62766386-1.097549.0011 8 COMPLAINT MCDERMOTT WILL 8: EMERY LLP ATTORNEYS 44. During the meeting, ?Sarkis? and ?Tennenbaum? asked numerous questions concerning StemExpress?s fetal tissue procurement business to the exclusion of asking questions relating to other more frequent procurement types. Their questions include how StemExpress develops relationships and agreements with fetal tissue clinics, the ?nancial interchange between the clinics and StemExpress and StemExpress?s revenues, and Speci?c abortion and tissue collection practices used by physicians. ?Tennenbaum? also asked Dyer personal questions concerning her family and their opinions about StemExpress?s work procuring fetal tissue. 45. Throughout the meeting, whenever any employees of the restaurant would approach our table, Dyer would put up her hand to stop conversation until they were alone again. Dyer took every step possible to ensure that the conversation was only audible to the persons sitting at their table. 46. Approximately an hour into the conversation, additional dinner and bar patrons began arriving at the far end of the restaurant creating background noise in the dining room that further masked their private conversation. When ?Tennenbaum? began speaking loudly, Dyer specifically asked her to keep her voice down so that their conversation would not be overhead. 47. Unbeknownst to Dyer, Cooksy, and Barr and without their consent, ?Sarkis? and/or ?Tennenbaum? recorded their private conversation, including by video or other means. If they had known that this was their intention, they never would have agreed to meet with them or answer their questions. 48. The meeting ended around 6:45 pm. Around that time, Dyer informed ?Sarkis? and ?Tennenbaum? that StemExpress could provide a template supply agreement for their consideration, but that a comprehensive written confidentiality agreement would have to be executed by the parties. Dyer also stated that the confidentiality agreement would cover their May 22 conversation. 62766386-1.097549.0011 -9- COMPLAINT MCDERMOTT WILL 81: EMERY LLP ATTORNEYS AT LAW L05 ANGEL Defendants? Receipt of StemExpress Property 49. Following the meeting, Cooksy prepared a draft supply agreement in which ?BioMax? would supply fetal tissue to StemExpress for the sole purpose of producing cell isolates. Dyer also asked Barr to reach out to ?Sarkis? regarding next steps. 50. On May 27, 2015, Barr emailed ?Sarkis? thanking him for the dinner, stating that ?there is a potential for us to work together,? and requesting that he provide a price quote on several specimens. 51. On June 3, 2015, ?Sarkis? emailed Barr a price quote for fetal liver and maternal blood specimens and insisted that Barr send him ?an initial draft [supply agreement] before moving forward.? 52. On June 12, 2015, Cooksy sent an email to ?Sarkis? attaching a draft supply agreement between StemExpress and ?BioMax.? 53. On June 17, 2015, ?Sarkis? responded to Cooksy requesting additional documentation, namely a sample consent form and sample procurement instructions, both of which StemExpress considers to be con?dential and proprietary. 54. On June 18, 2015, Cooksy emailed ?Sarkis? agreeing to provide the requested documentation and attaching a nondisclosure agreement. 55. On June 22, 2015, ?Sarkis? emailed Cooksy attaching a copy of the nondisclosure agreement with ?Tennenbaum?s? signature and reiterating his request for ?the other documents.? Attached hereto as Exhibit A, and incorporated by reference herein, is a true and correct copy of the executed Mutual Nondisclosure Agreement between StemExpress and ?BioMax.? 56. On June 25, 2015, Cooksy emailed ?sarkis? StemExpress?s con?dential documents and proposed a discussion concerning: ?whether the path forward for FL collection is better served by using a StemExpress IRB or a BioMax IRB. If the former, then we?d have the usual SOP trainings and audits that come with such an arrangement.? For context, stands for Independent Review Board. As the name describes, it is an independent panel that reviews the procurement from all perspectives: maintaining donor privacy, assessing protocols for safety, 62766386-l.097549.0011 10 COMPLAINT MCDERMOTT WILL EMERY LLP ATTORNEYS AT LAW LOS ANGELES NONMQUJN ethical practices, etc. An IRB is required for any procurement transaction and therefore, not uncommon. 57. Cooksy?s June 25, 2015 email to ?Sarkis? was the last communication that anyone at StemExpress had with anyone from ?BioMax.? ?BioMax? went silent at this point because the next steps would require ?BioMax? to disclose pertinent information that would end its ruse. 58. On or about July 14, 2015, and thereafter, when CMP released the ?rst video of its ?undercover? footage of Daleiden?s meetings with Planned Parenthood doctors, Plaintiffs ?nally realized that Daleiden was ?Sarkis,? that ?BioMax? was a fake company, that the May 22 meeting was secretly recorded, and that both BioMax and CMP were in possession of StemExpress? con?dential business documents. FIRST CAUSE OF ACTION Violation of The Invasion of Privacy Act (Pen. Code 630 area.) (By Plaintiffs against all Defendants) 59. Plaintiffs incorporate by reference each and every allegation set forth in paragraphs 1 through 58, as though fully set forth herein. 60. California?s Invasion of Privacy Act prohibits ?intentionally and without the consent of all parties to a con?dential communication, by means of any electronic amplifying or recording device, eavesdrops upon or records the con?dential communication, whether the communication is carried on among the parties in the presence of one another or by means of a telegraph, telephone, or other device, except a radio.? Pen. Code 632(a). 61. The May 22, 2015 meeting involved a conversation between Dyer, Cooksy, Barr, Daleiden (posing as ?Sarkis?), and Doe I (posing as ?Tennenbaum?) that constitutes a ?con?dential communication? under the Act because Dyer, Cooksy, and Barr each had an objectively reasonable expectation that the conversation was not overheard or recorded. 62. Without the knowledge or consent of Dyer, Cooksy, and Barr, Daleiden (posing as ?Sarkis?) and Doe I (posing as ?Tennenbaum?) intentionally recorded their communications from the May 22 meeting by means of an electronic or recording device in violation of the Act. 62766386-1.097549.0011 COMPLAINT MCDERMOTT WILL EMERY LLP ATTO RN EYS AT LAW Los ANCELES proximate cause of Defendants? violation of the Act, Plaintiffs actually have been harmed. 64. Defendants? violation of the Act was a substantial factor in causing Plaintiffs? harm, and therefore Plaintiffs are entitled to recover three times the amount of their damages. 65. Plaintiffs are also entitled recover $5,000 against each Defendant. 66. Plaintiffs are also entitled to an injunction prohibiting Defendants from disclosing, publishing, or otherwise disseminating the illegally recorded version ?of the May 22 conversation. SECOND CAUSE OF ACTION Violation of Receipt of Stolen Property (Pen. Code 496) (By StemExpress against all Defendants) 67. Plaintiffs incorporate by reference each and every allegation set forth in paragraphs 1 through 58, as though fully set forth herein. 68. Penal Code 496 prohibits ?any property which has been stolen or which has been obtained in any manner constituting theft or extortion, knowing the property to be so stolen or obtained, or who conceals, sells, withholds or aids in concealing, selling, or withholding any such pr0perty from the owner, knowing the property to be so stolen or obtained.? Pen. Code 496(a). 69. Defendants are in receipt of documents that contain the confidential, propriety, and/or sensitive business information of StemExpress. 70. Defendants obtained these documents knowing that they were illegally stolen from StemExpress, including those likely obtained from a former employee who was subject to strict con?dentiality and nondisclosure obligations as well as the documents that were obtained solely through BioMax?s fraudulent inducement of the Nondisclosure Agreement. 71. Defendants have no legal right to possess, let alone publish, these documents. 72. As a proximate cause of Defendants? violation of Penal Code 496, StemExpress actually has been harmed. . 73. Defendants? violation of the Act was a substantial factor in causing StemExpress?s harm, and therefore StemExpress is entitled to recover three times the amount of its damages. 74. StemExpress is entitled to recover its reasonable attorneys? fees and costs. 62766386-1.097549.00l1 - COMPLAINT MCDERMOTT WILL EMERY LLP ATTORNEYS AT LAW L05 ANCELES 75. StemExpress is entitled to an injunction prohibiting Defendants from continuing to possess the illegally-acquired documents. THIRD CAUSE OF ACTION Conversion (By StemExpress against all Defendants) 76. Plaintiffs incorporate by reference each and every allegation set forth in paragraphs 1 through 58, as though fully set forth herein. 77. Defendants are in receipt of documents that contain the confidential, propriety, and/or sensitive business information of StemExpress. StemExpress is the owner of these documents. 78. Defendants converted these documents by wrongfully and illegally obtaining them from StemExpress, including those likely obtained from a former employee who was subject to strict con?dentiality and nondisclosure obligations as well as the documents that were obtained solely through BioMax?s fraudulent inducement of the Nondisclosure Agreement. 79. As a proximate cause of Defendants? conversion, StemExpress actually has been harmed. 80. Defendants? conversion was a substantial factor in causing StemExpress?s harm, and therefore StemExpress is entitled to recover three times the amount of its damages. 81. StemExpress is entitled to an injunction prohibiting Defendants from continuing to possess, and requiring Defendants to return to StemExpress, the illegally?acquired documents. FOURTH CAUSE OF ACTION Fraudulent Inducement Contract (By StemExpress against BioMax) 82. Plaintiffs incorporate by reference each and every allegation set forth in paragraphs 1 through 58, as though fully set forth herein. 83. Upon entering into the Nondisclosure Agreement with StemExpress, BioMax promised, through Paragraphs StemExpress?s confidential information for any purpose other than pursuing a business opportunity with StemExpress, to not 13 62766386-1097549001 COMPLAINT MCDERMOTT WILL 8: EMERY LLP ATTORNEYS AT LAW LOS ANGELES disclose StemExpress?s con?dential information to any third party, to agree that StemExpress is the exclusive owner of the con?dential information, and to return StemExpress?s documents. 84. BioMax intended that StemExpress would rely upon BioMax?s promises embodied in Paragraphs 3, 5, and 8 of the Nondisclosure Agreement. 85. Absent BioMax?s promises embodied in Paragraphs 3, 5, and 8 of the Nondisclosure Agreement, StemExpress would not have signed the contract and therefore reasonably relied upon BioMax?s promises. 86. StemExpress?s reliance on BioMax?s promises embodied in Paragraphs 3, 5, and 8 of the Nondisclosure Agreement was justi?able. 87. At the time when BioMax entered into the Nondisclosure Agreement with StemExpress, BioMax never intended to ful?ll the promises described in Paragraphs 3, 5, and 8. 88. BioMax has not ful?lled the promises embodied in Paragraphs 3, 5, and 8 of the Nondisclosure Agreement. 89. BioMax?s intention to deceive StemExpress is evidenced by the facts that it is a sham company that was formed for the sole purpose of deceiving legitimate companies, such as StemExpress, and obtaining their con?dential information and documentation. 90. As a proximate cause of BioMax?s fraudulent inducement, StemExpress has suffered harm and will continue to suffer harm and therefore is entitled to recover compensatory damages, in an amount to proven at trial. 91. StemExpress is also entitled to rescind the Nondisclosure Agreement. FIFTH CAUSE OF ACTION Intentional Interference with Contractual Relations (By StemExpress against all Defendants) 92. Plaintiffs incorporate by reference each and every allegation set forth in paragraphs 1 through 58, as though fully set forth herein. 93. StemExpress entered into a contract relationship with Holly O?Donnell, and other independent contractors and employees, whereby O?Donnell agreed to maintain, guard, and protect the con?dentiality of StemExpress?s confidential information, to not use StemExpress?s 62766386-l.097549.0011 - 14 COMPLAINT MCDERMOTT WILL 8: EMERY LLP ATTORNEYS AT LA L05 ANGELES confidential information to the bene?t of anyone else, to not disclose StemExpress?s con?dential information to anyone else unless authorized, and to return of any StemExpress?s con?dential information when her engagement ended. 94. On information and belief, Defendants knew about and intended to disrupt the contractual relationship between StemExpress and O?Donnell and to prevent StemExpress from enjoying the full bene?ts of that contractual relationship. 95. Defendants have disrupted the contractual relationship between StemExpress and O?Donnell by obtaining and disclosing documents containing the confidential, propriety, and/or sensitive business information of SternExpress. 96. As a proximate cause of Defendants? wrongful conduct, StemExpress has suffered harm and continue to suffer harm. 97. As a result of such wrongful conduct, StemExpress is entitled to recover compensatory damages, in an amount to be proven at trial. SIXTH CAUSE OF ACTION Breach of Contract (By StemExpress against BioMax) 98. Plaintiffs incorporate by reference each and every allegation set forth in paragraphs 1 through 58, as though fully set forth herein. 99. In Paragraphs 3, 5, and 8 of the Nondisclosure Agreement, BioMax was obligated to not use any of StemExpress?s con?dential information for any purpose other than pursuing a business opportunity with StemExpress, to not disclose SternExpress?s con?dential information to any third party, to agree that StemExpress is the exclusive owner of the con?dential information, and to return StemExpress?s documents. 100. Pursuant to and in reliance on the Nondisclosure Agreement, StemExpress provided BioMax with con?dential documents. 101. On information and belief, BioMax has breached one or more of its obligations under Paragraphs 3, 5, and 8 of the Nondisclosure Agreement by using StemExpress?s con?dential information for purposes other than pursuing a business opportunity with 62766386-l.097549.0011 - COMPLAINT MCDERMOTT WILL 8: EMERY LLP ATTORNEYS AT LAW L05 ANGELES \000 StemExpress, by disclosing StemExpress?s con?dential information to third parties, by not recognizing that StemExpress is the exclusive owner of the con?dential information, and by failing to return StemExpress?s documents. 102. StemExpress has performed, or substantially performed, each of its material obligations under the Nondisclosure Agreement. 103. As a proximate cause of BioMax?s breaches of the Nondisclosure Agreement, StemExpress has suffered harm and continues to suffer harm and therefore is entitled to recover compensatory damages, in an amount to proven at trial. 104. StemExpress is also entitled. to an injunction requiring BioMax to return any and all documents that it received from StemExpress, either directly or indirectly. SEVENTH CAUSE OF ACTION Unfair Competition (Bus. Prof. Code 17200 a! my.) (By StemExpress against BioMax) 105. Plaintiffs incorporate by reference each and every allegation set forth in paragraphs 1 through 58, as though fully set forth herein. 106. BioMax?s illegal recording of StemExpress?s con?dential communications on May 22, its fraudulent representations to StemExpress concerning its intent for the companies to enter into a business relationship, and its unlawful receipt of documents containing StemExpress?s con?dential business information, including from StemExpress?s former employees, constitute an unlawful, fraudulent, and unfair business practices within the meaning of Business Profession Code Section 17200. 107. BioMax?s unfair business practices have caused StemExpress to suffer an injury- in-fact, and StemExpress has lost money as a result of the unfair competition. 108. Under Business Profession Code Section 17203, StemExpress is entitled to an injunction prohibiting BioMax from disclosing, publishing, or otherwise disseminating any illegally?recorded version of the May 22 conversation and returning any documents in its possession that contain StemExpress?s con?dential business information. 62766386-1.097549.0011 -16- COMPLAINT MCDERMOTT WILL EMERY LLP ATTORNEYS AT LAW L05 ANGELES EIGHTH CAUSE OF ACTION Declaratory Relief (By Plaintiffs against all Defendants) 109. Plaintiffs incorporate by reference each and every allegation set forth in paragraphs 1 through 58, as though fully set forth herein. 110. An actual controversy has arisen and now exists between Plaintiffs and Defendants concerning: Plaintiffs? rights under the Invasion of Privacy Act concerning the con?dentiality of their communications with Defendants on May 22; Defendants? right to possess or disclose any of StemExpress?s documents, including any documents containing con?dential, proprietary, or sensitive business information. 111. A judicial declaration is necessary and appropriate at this time so that Plaintiffs may af?rm their rights against Defendants. PRAYER FOR RELIEF WHEREFORE, Plaintiffs pray for judgment and relief against Defendants as follows: First Cause of Action a. Three times the amount of damages, according to proof at trial; b. $5,000 against each Defendant; c. An injunction prohibiting Defendants from disclosing, publishing, or otherwise disseminating any illegally?recorded version of the May 22 conversation; Second Cause of Action d. Three times the amount of damages, according to proof at trial; e. An injunction prohibiting Defendants from continuing to possess and requiring Defendants to return the illegally-acquired documents to StemExpress; f. Attorneys? fees and costs of suit; Third Cause of Action g. Compensatory damages, according to proof at trial; h. An injunction prohibiting Defendants from continuing to possess, and requiring Defendants to return to StemExpress, the illegally?acquired documents from 17 62766386-l.097549.001 COMPLAINT MCDERMOTT WILL 8.: EMERY LLP ATTORNEYS AT LAW [.05 ANCELES UStemExpress; Fourth Cause of Action i. Rescission of the Nondisclosure Agreement; j. Compensatory damages, according to proof at trial; Fifth Cause of Action k. Compensatory damages, according to proof at trial; Sixth Cause of Action 1. m. Compensatory damages, according to proof at trial; And injunction requiring BioMax to return any and all documents that it received from StemExpress; Seventh Cause of Action 1'1. And injunction prohibiting BioMax from disclosing, publishing, or otherwise disseminating any illegally-recorded version of the May 22 conversation and returning any documents in its possession that contain StemExpress?s con?dential business information; Eighth Cause of Action o. A judicial declaration that: Plaintiffs? communications with Defendants on May 22 are protected under the Invasion of Privacy Act; and Defendants have no right to possess or disclose any of StemExpress?s documents, including any documents containing con?dential, proprietary, or sensitive business information. All Causes of Action p. Pre-judgment and post-judgment interest; q. Such other and further relief as the Court deems just and proper. Dated: July 26, 2015 62766386-109754900] WILL RY LLP E. WEIR Attorneys for Plaintiffs -18- COMPLAINT x, 7 .Il - . . .-. rim MUTUAL NONDISCLOSURE AGREEMENT This Mutual Nondisclosure Agreement (?Agreement?) effective this day of 2015 (?Effective Date?), is made by and between BioMax Procurement Services. LLC. a alifornia limited liability corporation, with a place of business located at 6444 E. Spring Street, Long Beach, California 90815 (?Company?), and Stem Express LLC, a California Limited Liability Company, with a place of business at 778 Paci?c Street, Placerville, California 95667 (?StemExpress?). Company and StemExpress shall be referred to herein individually as a ?Party? and collectively as the ?Parties.? 1. Pmose. Company and StemExpress wish to discuss possible opportunities between the Parties related to the procurement and supply of certain human products and related potential research activities (hereinafter the In the course of such discussions, it is anticipated that either Party may disclose or deliver to the other Party certain con?dential and/or preprietary materials and/or information. The Parties have entered into this Agreement in order to assure the con?dentiality of such con?dential and/or proprietary materials and/or information in accordance with the terms of this Agreement 2. De?nition. As used in this Agreement, the term ?Con?dential Information? shall mean all con?dential or preprietary materials or information of one Party (the ?Disclosing Party?) disclosed to the Other Party (the ?Receiving Party?), either directly or indirectly. Con?dential Information includes, without limitation, information regarding technology, products, product candidates, research and development activities, results, compound designs or structures, manufacturing or other processes or methods, know-how, inventions or other intellectual property, information learned through observation during visit(s) to the Disclosing Party?s facilities, con?dential or proprietary materials or information of third parties who have disclosed or entrusted the same in con?dence to the Disclosing Party, the content of licenses, the existence, status or content of licensing or collaboration negotiations, the existence, status or content of other agreements with third parties, information regarding facilities and ?nancial and other business information, and including all documents, presentations, information, reports, materials, evaluations and copies to the extent incorporating any of the foregoing. In addition, any notes or other work product developed by the Receiving Party containing or based upon the Disclosing Party?s Con?dential Information shall be deemed Con?dential Information and is subject to the same obligations of non-disclosure, non?use and return as Con?dential Information disclosed to the Receiving Party by the Disclosing Party. Con?dential Information shall not, however, include any information which the Receiving Party can establish by competent evidence: is publicly known and generally available in the public domain prior to the time of disclosure by the Disclosing Party to the Receiving Party; becomes publicly known and generally available after disclosure by the Disclosing Party to the Receiving Party through no wrongful act or default on of the Receiving Party; re) is in the Receiving Party's possession at the time of disclosure other than as a result of a prior con?dential disclosure by the Disclosing Party or another party or the Receiving Party's breach of any legal obligation hereunder; (cl) becomes known to the Receiving Party through disclosure by third party sources having no duty of con?dentiality with respect to such Con?dential Information, whether to the Disclosing Party or another party, and having the legal right to disclose such Con?dential Information; or CONFIDENTIAL Page is independently developed by the Receiving Party without reference to or reliance upon the Con?dential Information. 3. Non-Use and Non-Disclosure of Con?dential Information. The Receiving Party agrees not to use any Con?dential Information for any purpose other than the Purpose or as otherwise approved in writing by the Disclosing Party. The Receiving Party agrees not to disclose any Con?dential information to any third party or to the Receiving Party's employees, except to those employees who have a speci?c need-to-know in order to advise the Receiving Party for the Purpose and who are bound by obligations of con?dentiality and restrictions on use and non-disclosure that cover such Con?dential Information and are at least as stringent as those set forth in this Agreement. The Parties shall secure and safeguard Con?dential Information and shall maintain reasonable procedures to prevent accidental or other loss of any Con?dential Information, using at least the same degree of care for such information as it uses to protect its own proprietary information but in any event no less than reasonable care. 4. Disclosure Required by Law. Notwithstanding anything in this Agreement to the contrary, the Receiving Party may disclose the Disclosing Party?s Con?dential Information to the extent required by applicable law, including pursuant to a subpoena or other court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure, if possible under the circumstances, and cooperates with the Disclosing Party?s efforts to limit the scope of Con?dential Information to be provided, or to obtain an order protecting its Con?dential Information from public disclosure. 5. Ownership 9f an?dential Information. The Receiving Party agrees that the Disclosing Party is and shall remain the exclusive owner of all Con?dential Information and all patent, copyright, trade secret, trademark and other intellectual property rights therein. No license or conveyance of such rights to the Receiving Party is granted or implied under this Agreement. 6. No Obligation. The Disclosing Party may, at any time, cease to make further disclosure of its Con?dential Information and the Receiving Party may refuse to accept further disclosure of the Disclosing Party?s Con?dential Information. Nothing in this Agreement shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in such Party?s sole discretion, to terminate the discussions contemplated by this Agreement concerning the Purpose. 7. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY. COMPLETENESS OR PERFORMANCE OF CONFIDENTIAL INFORMATION DISCLOSED UNDER THIS AGREEMENT EXCEPT THAT IT HAS THE RIGHT TO DISCLOSE SUCH CONFIDENTIAL INFORMATION. Return of Documents. All documents and other tangible objects containing or representing Con?dential Information which have been disclosed or provided by the Disclosing Party to the Receiving Party, and all copies of such Con?dential Information, which are in the possession of the Receiving Party, shall be and remain the property of the Disclosing Party and shall be returned to the Disclosing Party or destroyed, as requested and directed in writing by the Disclosing Party, and any memoranda, notes, reports and the like generated by the Receiving Party which contain or incorporate or are derived from such Con?dential Information shall be destroyed upon the Disclosing Party?s written request; provided, however, that the Receiving Party may retain one (1) copy of such Con?dential Information solely for purposes of ensuring compliance with this Agreement, law and regulation. CONFIDENTIAL Page 2 of 4 ft. No Licenses. Neither the execution and delivery of this Agreement nor the delivery of any Con?dential Information hereunder shall be construed as granting by implication, estoppel or otherwise, any right in or license under any present or future invention, trade secret, trademark, copyright, or patent, now or hereafter owned-or controlled by either 10. "germ. This Agreement shall have a term of one (1) year from the Effective Date. Notwithstanding the termination or eXpiration of this Agreement, the Receiving Party?s obligations of non-disclosure and non-use of Con?dential Information shall continue in effect for a period of ?ve (5) years from the date of expiration or termination of this Agreement. 11. Breach. The Receiving Party acknowledges and agrees that the use or disclosure of any Con?dential Information, other than as speci?cally provided for in this Agreement, without the prior express written consent of the Disclosing Party, shall be considered a breach of this Con?dentiality Agreement and an unauthorized disclosure of such Con?dential Information. 12. Injunctive Relief. The Receiving Party agrees and expressly acknowledges that the disclosure of Con?dential Information in contravention of this Agreement may cause immediate, substantial, and irreparable harm to the Disclosing Party, for which monetary damages may not be a suf?cient remedy. In the event of a breach or threatened breach of this Agreement, the Disclosing Party shall haVe, in addition to any remedies available at law, the right to seek equitable relief to enforce this Agreement without the need for a bond or to prove harm. 13. No Further Commitment. The disclosure of Con?dential Information shall neither result in any obligation on the part of either - Party to enter into any future agreement. relating to such Con?dential Information nor to undertake any other obligation not set forth in a written agreement signed by the Parties. This Agreement provides only for the handling and protecting of Con?dential Information and shall not be construed as a teaming, joint venture, or any other such arrangement. 14. No Waiver/Severabilitv. No waiver of any of the provisions of this Agreement shall he deemed or shall constitute a waiver of any other provision hereof. nor shall such a waiver constitute a continuing waiver. If any provision or provisions of this Agreement are determined to be unenforceable, the remaining provisions shall stand. The failure of either Party at any time to require performance of any provision hereof shall in no manner affect the right of such Party at a later time to enforce such provision or any other provision of this Agreement. 15. Amendment or Modi?cation. This Agreement sets forth the entire agreement between the Parties, and supersedes all prior agreements, written or oral, between the Parties relating to the subject matter of this Agreement. This Agreement may be modi?ed or amended only by mutual written agreement by both Parties. This Agreement may not be assigned to a third party by either Party without the express, prior written approval of the other Party. CONFIDENTIAL Page i6. Miscellaneous. This Agreement will be binding upon and inure to the bene?t of the Parties and their respective heirs, successors and assigns; provided, however, that the Receiving Party may not assign the Agreement, or its rights and obligations hereunder, without the prior written consent of the Disclosing - Party. This Agreement shall be construed and interpreted in accordance with the laws of the State of California, USA, without giving effect to its con?ict of laws provisions. The parties hereby agree that the exclusive venue for any dispute arising under this Agreement or in connection with any breach thereof shall be in the federal or state courts within California and hereby irrevocably consent to the personal jurisdiction of such courts. This Agreement may be executed in one or more counterparts by the Parties by signature of a person having authOrity to bind the Party, which may be by facsimile signature, each of which when executed and delivered, by facsimile transmission or by mail delivery, will be an original and all of which will constitute but one and the same Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date hereof. BIOMAX PROCUREMENT SERVICES, LLC STEMEXPRESS LLC 2 a it maramraaranm 3V ::MIi.m3wm 4m I . V: v? Name: Name: Cate Dyer Title: Title: Chief Executive O?icer Date: 61? 22-? 15 Date, 6/23/2015 CONFIDENTIAL Page 4 of 4 7 OR PARTY WITHOUT ATTORNEY (Name. State Bar number, and address): CM-010 FOR COURT USE ONLY Charles Weir (SB 21 1091); Gregory Jones (SB 229858), Kate Hammond (SB 293433) WILL EMERY LLP 2049 Century Park East, Ste. 3800 Los Angeles. CA 90067 TELEPHONE No.: 310-277-41 10 ATTORNEY FOR (Name): Plaintiffs com?), of Los Andes SUPERIOR COURT or CALIFORNIA, counrv or Los Angeles STREET ADDRESS: 111 N. Hill Street JUL 27 2015 MAILINGADDRESS: Same or out n. Carter cc 1 Of?cer/Clerk CITY AND ZIP CODE: LOS Angeles, CA 90012 i BRANCH NAME: Central District Pa'uiso ep ty CASE NAME: STEMEXPRESS. LLC and CATHERINE DYER vs. THE CENTER FOR MEDICAL PROGRESS, et al. FILED Superior Court Of California FAX N0.: 310-277-4730 CIVIL CASE COVER SHEET Complex Case Designation CASE NUMBER: El Unlimited El Limited El Counter Joinder 5 8 9 4 5 (Amount (Amount JUDGE. demanded demanded is Filed with ?rst appearance by defendant (Cal. Rules exceeds $25,000) $25,000 or less) of Court, rule 3.402) DEPT: items 1?6 below must be completed (see instructions on page 2). 1. Check one box below for the case type that best describes this case: Auto Tort Contract Provisionally Complex Civil Litigation El Auto (22) Breach of contract/warranty (06) (Cal- Rules of Court. rules 3400-3403) Uninsured motorist (46) Rule 3.740 collections (09) 1:1 Antitruswrade reQUIath" (03) Other (Personal Injuryl'Property Other coilections (09) 1:1 Construction defect (10) DamageIWrongful Death) Tort Insurance coverage (18) El Mass tort (40) l:l 1351385405 (04) Other contract (37) Securities litigation (28) [1 Product liability (24) Real Property El Environmental/Toxic tort (30) Medical malpractice (45) Eminent El Insurance coverage claims arising from the 1:1 Other PIIPDIWD (23) condemnation (14) above listed provisionally complex case (Other) Tort El Wrongful eviction (33) types (41) Business tort/unfair business practice (07) 1:1 Other real property (26) Enforcement of JUdgment Civil rights (08) Unlawful Detainer Enforcement of Judgment (20) Commercial (31) Miscellaneous Civil Complaint RICO (27) Other complaint (not speci?ed above) (42) Miscellaneous Civil Petition Fraud (16) 1] Residential (32) Intellectual property (19) l:l Drugs (38) Judicial Review No El E1 El Defamation (13) El E1 El Professional negligence (25) Other tort (35) Asset forfeiture (05) Partnership and corporate governance (21) Employment 1:1 Petition re: arbitration award (11) El Other Demon ("01 3990117951 above) (43) Wrongful termination (36) Writ of mandate (02) Other employment (15) Otherjudicial review (39) 2. This case is is not complex under rule 3.400 ofthe California Rules of Court. If the case is complex, mark the factors requiring exceptional judicial management: a. El Large number of separately represented parties d. Large number of witnesses b. Extensive motion practice raising dif?cult or novel e. Coordination with related actions pending in one or more courts issues that will be time-consuming to resolve in other counties, states, or countries, or in a federal court c. Substantial amount of documentary evidence f. Substantial postjudgment judicial supervision Remedies sought (check all that apply): a. monetary b. nonmonetary; declaratory or injunctive relief c. punitive Number of causes of action (specify): Eight (8) This case is is not aclass action suit. 6. Eiff=there are any known related cases, ?le and serve a notice of related case. (You Datez?July 26, 2015 Charles Weir, Esq. .019.? (SIGNATURE OF PARTY 0R ATTORNEY FOR PARTY) (TYPE 0R PRINT NAME) NOTICE 0~~E?laintiff must ?le this cover sheet with the ?rst paper ?led in the action or proceeding (except small claims cases or cases ?led under the Probate Code, Family Code. or Welfare and Institutions Code). (Cal. Rules of Court. rule 3.220.) Failure to ?le may result ?in sanctions. oi-?ile this cover sheet in addition to any cover sheet required by local court rule. 0 case is complex under rule 3.400 et seq. of the California Rules of Court, you must serve a copy of this cover sheet on all 5other parties to the action or proceeding. o)~L~lnless this is a collections case under rule 3.740 or a complex case. this cover sheet will be used for statistical purposes onl Page 1 of 2 15" Form?Adopted tor Mandatory Use Judicial Council of California July 1. 2007] Cal. Rules of Court. rules 2.30. 3.220, 3400-3403. 3.740; Cat. Standards of Judicial Administration. std. 3.10 CIVIL CASE COVER SHEET 1? CM-010 INSTRUCTIONS ON HOW TO COMPLETE THE COVER SHEET To Plaintiffs and Others Filing First Papers. If you are ?ling a ?rst paper (for example, a complaint) in a civil case, you must complete and ?le, along with your ?rst paper, the Civil Case Cover Sheet contained on page 1. This information will be used to compile statistics about the types and numbers of cases ?led. You must complete items 1 through 6 on the sheet. In item 1, you must check one box for the case type that best describes the case. if the case ?ts both a general and a more speci?c type of case listed in item 1, check the more speci?c one. if the case has multiple causes of action, check the box that best indicates the primary cause of action. To assist you in completing the sheet. examples of the cases that belong under each case type in item 1 are provided below. A cover sheet must be ?led only with your initial paper. Failure to ?le a cover sheet with the ?rst paper ?led in a civil case may subject a party, its counsel. or both to sanctions under rules 2.30 and 3.220 of the California Rules of Court. To Parties in Rule 3.740 Collections Cases. A "collections case" under rule 3.740 is de?ned as an action for recovery of money owed in a sum stated to be certain that is not more than $25,000, exclusive of interest and attorney's fees, arising from a transaction in which property, services, or money was acquired on credit. A collections case does not include an action seeking the following: (1) tort damages, (2) punitive damages, (3) recovery of real property, (4) recovery of personal property, or (5) a prejudgment writ of attachment. The identi?cation of a case as a rule 3.740 collections case on this form means that it will be exempt from the general time-for-service requirements and case management rules, unless a defendant ?les a responsive pleading. A rule 3.740 collections case will be subject to the requirements for service and obtaining a judgment in rule 3.740. To Parties in Complex Cases. In complex cases only, parties must also use the Civil Case Cover Sheet to designate whether the case is complex. If a plaintiff believes the case is complex under rule 3.400 of the California Rules of Court, this must be indicated by completing the appropriate boxes in items 1 and 2. If a plaintiff designates a case as complex, the cover sheet must be served with the complaint on all parties to the action. A defendant may ?le and serve no later than the time of its ?rst appearance a joinder in the plaintiff?s designation, a counter?designation that the case is not complex, or, if the plaintiff has made no designation. a designation that the case is complex. Auto Tort Auto (22)?Persona Injury/Property DamageNVrongful Death Uninsured Motorist (46) (if the case involves an uninsured motorist claim subject to arbitration, check this item instead of Auto) Other (Personal Injuryi Property DamageNVrongful Death) Tort Asbestos (04) Asbestos Property Damage Asbestos Personal Injuryi Wrongful Death Product Liability (not asbestos or toxic/environmental) (24) Medical Malpractice (45) Medical Malpractice? Physicians Surgeons Other Professional Health Care Malpractice Other (23) Premises Liability slip and fall) Intentional Bodily assault, vandalism) Intentional Infliction of Emotional Distress Negligent Infliction of Emotional Distress Other (Other) Tort Business Tort/Unfair Business Practice (07) Civil Rights discrimination, false arrest) (not civil harassment) (08) Defamation slander, libel) ., (13) Fraud (16) Intellectual Property (19) Pfofessional Negligence (25) ithegaI Malpractice Other Professional Malpractice (not medical or legal) Other Tort (35) ){Vrongful Termination (36) Other Employment (15) ew? CASE TYPES AND EXAMPLES Contract Breach of ContracWVarranty (06) Breach of Rental/Lease Contract (not unlawful detainer or wrongful eviction) Contract/Warranty Breach?Seller Plaintiff (not fraud or negligence) Negligent Breach of Contractl Warranty Other Breach of Contract/Warranty Collections money owed. open book accounts) (09) Collection Case?Seller Plaintiff Other Promissory Note/Collections Case Insurance Coverage (not provisionally complex) (18) Auto Subrogation Other Coverage Other Contract (37) Contractual Fraud Other Contract Dispute Real Property Eminent Domain/Inverse Condemnation (14) Wrongful Eviction (33) Other Real Property quiet title) (26) Writ of Possession of Real Property Mortgage Foreclosure Quiet Title Other Real Property (not eminent domain, landlord/tenant, or foreclosure) Unlawful Detainer Commercial (31) Residential (32) Drugs (38) (if the case involves illegal drugs, check this item; otherwise, report as Commercial or Residential) Judicial Review Asset Forfeiture (05) Petition Re: Arbitration Award (11) Writ of Mandate (02) Writ-Administrative Mandamus Writ?Mandamus on Limited Court Case Matter Writ?Other Limited Court Case Review Other Judicial Review (39) Review of Health Officer Order Notice of Appeal?Labor Commissioner Appeals Provisionally Complex Civil Litigation (Cal. Rules of Court Rules 3.400-3.403) Antitrust/Trade Regulation (03) Construction Defect (10) Claims Involving Mass Tort (40) Securities Litigation (28) Environmental/Toxic Tort (30) Insurance Coverage Claims (arising from provisionally complex case type listed above) (41) Enforcement of Judgment Enforcement of Judgment (20) Abstract of Judgment (Out of County) Confession of Judgment (non- domestic relations) Sister State Judgment Administrative Agency Award (not unpaid taxes) Petition/Certi?cation of Entry of Judgment on Unpaid Taxes Other Enforcement of Judgment Case Miscellaneous Civil Complaint RICO (27) Other Complaint (not speci?ed above) (42) Declaratory Relief Only Injunctive Relief Only (non- harassment) Mechanics Lien Other Commercial Complaint Case (non-tort/non-complex) Other Civil Complaint (non-tort/non-complex) Miscellaneous Civil Petition Partnership and Corporate Governance (21) Other Petition (not speci?ed above) (43) Civil Harassment Workplace Violence Elder/Dependent Adult Abuse Election Contest Petition for Name Change Petition for Relief From Late Claim Other Civil Petition July 1, 2007] CIVIL CASE COVER SHEET Page 2 of 2 American LegalNel. Inc. I. SHORT TITLE: E4 I STEMEXPRESS, LLC, et al. vs. THE CENTER FOR MEDICAL PROGRESS. et al. CASE NUMBER 80589145 CIVIL CASE COVER SHEET ADDENDUM STATEMENT OF LOCATION (CERTIFICATE OF GROUNDS FOR ASSIGNMENT TO COURTHOUSE LOCATION) This form is required pursuant to Local Rule 2.3 in all new civil case filings in the Los Angeles Superior Court. Item I. Check the types of hearing and ?ll in the estimated length of hearing expected for this case: JURY YES CLASS YES LIMITED YES TIME ESTIMATED FOR TRIAL 5 DAYS Item II. Indicate the correct district and courthouse location (4 steps If you checked "Limited Case?, skip to Item Pg. 4): Step 1: After ?rst completing the Civil Case Cover Sheet form, ?nd the main Civil Case Cover Sheet heading for your case in the left margin below, and, to the right in Column A, the Civil Case Cover Sheet case type you selected. Step 2: Check 9_n_e Superior Court type of action in Column below which best describes the nature of this case. Step 3: In Column C, circle the reason for the court location choice that applies to the type Of action you have checked. For any exception to the court location, see Local Rule 2.3. Applicable Reasons for Choosing Courthouse Location (see Column below) 1. Class actions must be filed in the Stanley Mosk Courthouse. central district. 2. May be filed in central (other county, or no bodily injury/property damage). 3. Location where cause of action arose. 4. Location where bodily injury. death or damage occurred. 5. Location where performance required or defendant resides. 6. Location of property or permanently garaged vehicle. 7. Location where petitioner resides. 8. Location wherein defendant/respondent functions wholly. 9. Location where one or more of the parties reside. 10. Location of Labor Commissioner Of?ce 11. Mandatory Filing Location (Hub Case) Step 4: Fill in the information requested on page 4 in Item Ill; complete Item IV. Sign the declaration. A Civil Case Cover Sheet Type of Action Applicable Category No. (Check only one) Reasons -See Step 3 Above 0 Auto (22) El A7100 Motor Vehicle - Personal injury/Property DamageNVrongful Death 1UnInsured Motorlst (46) El A7110 Personal Injury/Property Damage/Wrongful Death Uninsured Motorist 1.. 2.. 4. El A6070 Asbestos Property Damage 2. Asbestos (04) E. t. I: A7221 Asbestos - Personal Death 2. a; Product Liability (24) El A7260 Product Liability (not asbestos or toxic/environmentalA7210 Medical Malpractice - Physicians 8- Surgeons 1.. 4. 5'35, Medical Malpractice (45) A7240 Other Professional Health Care Malpractice 1., 4. a :3 8?2 A7250 Premises Liability slip and fall) 1? 4- 5-32 other Eersonal A7230 Intentional Bodily Injury/Property Damage/Wrongful Death '5 "5 Injury mpeny assault vandalism etc 1" 4? 5-D Damage Wrongful ya: Death (23) A7270 Intentional lnfliction of Emotional Distress 1" 3? if: A7220 Other Personal Injury/Property DamageNVrongful Death 1" 4? LAQIV 109 (Rev-03115) CIVIL CASE COVER SHEET ADDENDUM Local Rule 2-3 I We Approved 03-04 AND STATEMENT OF LOCATION P8991 ?f4 American LegnlNet. Inc. f. St) I t. 1* SHORT TITLE: CASE NUMBER STEMEXPRESS, LLC. et al. vs. THE CENTER FOR MEDICAL PROGRESS, et al. A Civil Case Cover Sheet Type of Action Applicable Category No. (Check only one) Reasons -See Step 3 Above Business Tort (07) A6029 Other CommerciaIlBusiness Tort (not fraud/breach of contract) 1.. 3. ,2 Civil Rights (08) El A6005 Civil Rights/Discrimination 1.. 2.. 3 9 5 Defamation (13) A6010 Defamation (slander/libel) 1-. 2.. 3 3 Fraud (16) A6013 Fraud (no contract) 1.. 2.. 3 a Profess'onal Negligence (25) El A6017 Legal Ma'pracuce 1" 2" 3' q, DA6050 Other Professional Malpractice (not medical or legal) 1.. 2., 3. 6 Other (35) XI A6025 Other Non-Personal Injury/Property Damage tort 3- Wrongful Termination (36) A6037 Wrongful Termination 1(15) A6024 Other Employment Complaint Case 1.. 3_ er mp oymen If, DA6109 Labor Commissioner Appeals 10. A6004 Breach of Rental/Lease Contract (not unlawful detainer or wrongful 2 5 fc UW eviction) reac ontrac arrant (06) El A6008 Contract/Warranty Breach -Seller Plaintiff (no fraud/negligence) 2" 5? insurance) A6019 Negligent Breach of ContractNVarranty (no fraud) 1" 2" 5? A6028 Other Breach of Contract/Warranty (not fraud or negligence) 1" 2" 5' E: El A6002 Collections Case-Seller Plaintiff 2., 6' 11 Collections (09) A6012 Other Promissory Note/Collections Case 2., 5. 11 A6034 Collections Case-Purchased Debt (Charged Off Consumer Debt 5, 6. 11 Purchased on or after January 1, 2014) Insurance Coverage (18) El A6015 Insurance Coverage (not complex) 1.. 2.. 5.. 3- Contractual Fraud 1., 2.. 3.. 5. Other 00mm? (37) El A6031 Tortious Interference 1., 2.. 3.. 5. El A6027 Other Contract Dispute(not 1.. 2., 3., 8. Em?gi?gfg?g'?grse DA7300 Eminent Domain/Condemnation Number of parcels 2. E: Wrongful Eviction (33) El A6023 Wrongful Eviction Case 2.. 6. A6018 Mortgage Foreclosure ., Fig} Other Real Property (26) A6032 Quiet Title I, El A6060 Other Real Property (not eminent domain, landlord/tenant. foreclosure) -. unlawml De?an?rcommemal A6021 Unlawful Detainer-Commercial (not drugs or wrongful eviction) 2.. 6. .C-. . . . a; Un'anU' Detgg?imes'dent'a' A6020 Unlawful Detainer-Residential (not drugs or wrongful eviction) 2.. 6. '5 Unlawful Detainer- . E- Post_Foreclosure (34) CI A6020F Unlawful Detainer-Post-Foreclosure 2.. 6. Unlawful Detainer-Drugs (38) EIA6022 Unlawful Detainer-Drugs 2.. 6. ?09 03?15) CIVIL CASE COVER SHEET ADDENDUM Logal Ruzle 3.3 was Approved 03-04 AND STATEMENT OF LOCATION age 4 American LegalNel, Inc. A i SHORT TITLE: STEMEXPRESS, LLC, et al. vs. THE CENTER FOR MEDICAL PROGRESS. et al. CASE NUMBER A Civil Case Cover Sheet Type of Action Applicable Category No. (Check only one) Reasons -See Step 3 Above Asset Forfeiture (05) A6108 Asset Forfeiture Case 2.. 5- I 3 Petition re Arbitration (11) A6115 Petition to Compel/ConfirmNacate Arbitration 2.. 5 '5 0 95 A6151 Writ - Administrative Mandamus 2.. 8. (U Writ of Mandate (02) El A6152 Writ - Mandamus on Limited Court Case Matter 2. '0 a A6153 Writ - Other Limited Court Case Review 2. Other Judicial Review (39) El A6150 Other Writ/Judicial Review 2-. 3- Regulation (03) A6003 Antitrust/Trade Regulation 1.. 2.. 8 Construction Defect (10) A6007 Construction Defect 1-. 2-. 3- .3 Cla'ms Mass Tort El A6006 Claims Involving Mass Tort 1., 2.. Securities Litigation (28) El A6035 Securities Litigation Case 1-. 2.. 8 . Toxuc Tort . . 3 Environmental (30) El A6036 TOXIC Tort/Envnonmental 1(235 A6014 Insurance Coverage/Subrogation (complex case only) 1.. 2.. 5.. 8. El A6141 Sister State Judgment 2.. 9. A6160 Abstract of Judgment 2.. 6. 5 E, Enforcement DA6107 Confession ofJudgment (non-domestic relations) 2.. 9. 3 of Judgment (20) A6140 Administrative Agency Award (not unpaid taxes) 2.. a. "5 A6114 PetitionlCerti?caIe for Entry of Judgment on Unpaid Tax 2.. 8. [j A6112 Other Enforcement of Judgment Case 9, u, RICO (27) A6033 Racketeering (RICO) Case 1.. 2.. 8. a =3 .E DASOBO Declaratory Relief Only 1., 2., 8. 5 Other. Complaints A6040 lnjunctive Relief Only (not domestic/harassment) a. .E Spec'f'ed Above) (42) A6011 Other Commercial Complaint Case (non-torUnon-compiex) 1? 2" 3_ A6000 Other Civil Complaint (non-Iort/non-complex) 1., 2., 8. A6113 Partnership and Corporate Governance Case 2.. 8. DA6121 Civil Harassment 2.. 3.. 9. - El A6123 Workplace Harassment 2.. 3., 9. Other Petitions A6124 Elder/Dependent Adult Abuse Case 2., 3.. 9. 3 (Not Speci?ed Above) El A6190 Election Contest 2. - 43 05 El A6110 Petition for Change of Name 2., 7. A6170 Petition for Relief from Late Claim Law 2.. 3.. 4? 3_ A6100 Other Civil Petition 9_ (Rev- 03?15) CIVIL CASE COVER SHEET ADDENDUM Loga' Ruse $43 ?Seif?ppmved 03'? AND STATEMENT OF LOCATION age 0 American LegnlNel. Inc. 3? TITLE: CASE NUMBER STEMEXPRESS, LLC, et al. vs. THE CENTER FOR MEDICAL PROGRESS, et aI. Item Statement of Location: Enter the address of the accident, party's residence or place of business, performance, or other circumstance indicated in Item II., Step 3 on Page 1, as the proper reason for ?ling in the court location you selected. ADDRESS: REASON: Check the appropriate boxes for the numbers shown Biomax Procurement ServiceS. LLC under Column for the type of action that you have selected for 10929 Firestone Blvd, #246 this case. D1. D2. D3. D4. D5. D6.-D7. D8. D9. D10. D11. CITY: STATE: ZIP CODE: Norwalk CA 90650 Item IV. Declaration of Assignment: I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that the above-entitled matter is properly ?led for assignment to the Stanley courthouse in the Central District of the Superior Court of California, County of Los Angeles [Code Civ. Proc., 392 et seq.. and Local Rule 2.3, Dated: July 26, 2015 - (SIGNATURE OF ATTORNEYIFILING PARTY) Charles Weir, Esq. PLEASE HAVE THE FOLLOWING ITEMS COMPLETED AND READY TO BE FILED IN ORDER TO PROPERLY . COMMENCE YOUR NEW COURT CASE: I 1. Original Complaint or Petition. 2 If filing a Complaint, a completed form for issuance by the Clerk. 3. Civil Case Cover Sheet, Judicial Council form CM-010. 4 Civil Case Cover Sheet Addendum and Statement of Location form, LACIV 109, LASC Approved 03-04 (Rev. 03/15). Payment in full of the ?ling fee, unless fees have been waived. .01 A signed order appointing the Guardian ad Litem, Judicial Council form if the plaintiff or petitioner is a minor under 18 years of age will be required by Court in order to issue a summons. 7. Additional copies of documents to be conformed by the Clerk. Copies of the cover sheet and this addendum must be served along with the summons and complaint, or other initiating pleading in the case. - v. LAciv?wsr (Rev- 0305) crer CASE COVER SHEET Local Rule 2?3 MSGApproved 03-04 AND STATEMENT OF LOCATION Page 4 American LegnlNet. Inc.