CelLink Corp. v. Manaflex LLC

[3] 4 UNITED STATES DISTRICT COURT 5 NORTHERN DISTRICT OF CALIFORNIA [6] 7 CELLINK CORP., Case No. 23-cv-04231-HSG 8 Plaintiff, ORDER DENYING DEFENDANTS’ MOTION TO DISMISS, GRANTING IN 9 v. PART AND DENYING IN PART DEFENDANTS’ REQUEST FOR 10 MANAFLEX LLC, et al., JUDICIAL NOTICE, AND GRANTING IN PART AND DENYING IN PART 11 Defendants. PLAINTIFF AND DEFENDANTS’ MOTIONS TO FILE UNDER SEAL [12] Re: Dkt. No. 135, 136, 142, 148 [13] Pending before the Court are Defendants Manaflex LLC (“Manaflex”), Robert Lane, and [14] Augusto Barton’s (collectively, “Defendants”) motion to dismiss Counts IV and VII-IX of [15] Plaintiff CelLink Corp.’s (“CelLink”) Second Amended Complaint (“SAC”) (Dkt. No. 135 [16] (“Mot.”)), Defendants’ request for judicial notice (id. at 15), and CelLink and Defendants’ [17] motions to file under seal (Dkt. Nos. 136, 142, 148).1 The Court finds this matter appropriate for [18] disposition without oral argument and takes it under submission. See Civil L.R. 7-1(b). For the [19] following reasons, the Court DENIES Defendants’ motion to dismiss (Dkt. No. 136), GRANTS [20] IN PART and DENIES IN PART Defendants’ request for judicial notice (id. at 15), GRANTS [21] IN PART and DENIES IN PART Defendants’ motion to file under seal (Dkt. No. 136), and [22] GRANTS CelLink and Defendants’ motions to file under seal (Dkt. Nos. 142, 148). [23] I. BACKGROUND [24] On August 18, 2023, CelLink filed suit against Defendant Manaflex, accusing Manaflex of [25] infringing U.S. Patent No. 11,116,070 (the “’070 Patent”) and misappropriating CelLink’s trade [27] 1 secrets under the Defend Trade Secrets Act (“DTSA”), 18 U.S.C. § 1836 . See Dkt. No. 1. On 2 November 19, 2024, the Court granted CelLink leave to amend its complaint to add Messrs. Lane 3 and Barton as defendants to the trade secret misappropriation claim, two patent infringement 4 claims against Manaflex for U.S. Patent Nos. 12,035,459 (the “’459 Patent”) and 12,040,511 (the 5 “’511 Patent”), and three correction of inventorship claims against Manaflex for U.S. Patent Nos. 6 11,490,523 (the “’523 Patent”), 11,026,332 (the “’332 Patent”) and 10,842,025 (the “’025 Patent”) 7 (collectively, the “Manaflex Patents”). Dkt. No. 105. Defendants moved to dismiss CelLink’s 8 first amended complaint (“FAC”). Dkt. No. 121. The Court granted Defendants motion and 9 dismissed CelLink’s DTSA claims against Messrs. Lane and Barton and correction of inventorship 10 claims against Manaflex. Dkt. No. 128 (“Order”). CelLink filed a second amended complaint 11 (“SAC”) on April 30, 2025, which realleges DTSA claims against Messrs. Lane and Barton and 12 correction of inventorship claims against Manaflex. Dkt. No. 132. 13 II. LEGAL STANDARD 14 Federal Rule of Civil Procedure 8(a) requires that a complaint contain “a short and plain 15 statement of the claim showing that the pleader is entitled to relief.” Fed. R. Civ. P. 8(a)(2). A 16 defendant may move to dismiss a complaint for failing to state a claim upon which relief can be 17 granted under Rule 12(b)(6). “Dismissal under Rule 12(b)(6) is appropriate only where the 18 complaint lacks a cognizable legal theory or sufficient facts to support a cognizable legal theory.” 19 Mendiondo v. Centinela Hosp. Med. Ctr., 521 F.3d 1097, 1104 (9th Cir. 2008). To survive a Rule 20 12(b)(6) motion, a plaintiff need only plead “enough facts to state a claim to relief that is plausible 21 on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). A claim is facially plausible 22 when a plaintiff pleads “factual content that allows the court to draw the reasonable inference that 23 the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). 24 In reviewing the plausibility of a complaint, courts “accept factual allegations in the 25 complaint as true and construe the pleadings in the light most favorable to the nonmoving party.” 26 Manzarek v. St. Paul Fire & Marine Ins. Co., 519 F.3d 1025, 1031 (9th Cir. 2008). Nevertheless, 27 courts do not “accept as true allegations that are merely conclusory, unwarranted deductions of 1 2008) (quoting Sprewell v. Golden State Warriors, 266 F.3d 979, 988 (9th Cir. 2001)). On a 2 motion to dismiss counterclaims, the court “applies these same standard” and “constru[es] the 3 pleadings in the light most favorable to the pleading party.” AbCellera Biologics Inc. v. Bruker 4 Cellular Analysis, No. 20-CV-08624-JST, 2024 WL 37213 , at *3 (N.D. Cal. Jan. 2, 2024) (citation 5 omitted). 6 III. DISCUSSION 7 A. Request for Judicial Notice 8 The Court first addresses Defendants’ request for judicial notice of Exhibits 1–11 to the 9 Maurer Declaration. Dkt. No. 135 at 15. 10 In Khoja v. Orexigen Therapeutics, the Ninth Circuit discussed the judicial notice rule and 11 incorporation by reference doctrine. See 899 F.3d 988 (9th Cir. 2018). Under Federal Rule of 12 Evidence 201, a court may take judicial notice of a fact “not subject to reasonable dispute because 13 it … can be accurately and readily determined from sources whose accuracy cannot reasonably be 14 questioned.” Fed. R. Evid. 201(b)(2). Accordingly, a court may take “judicial notice of matters of 15 public record,” but “cannot take judicial notice of disputed facts contained in such public records.” 16 Khoja, 899 F.3d at 999 (citation and quotations omitted). The Ninth Circuit has clarified that if a 17 court takes judicial notice of a document, it must specify what facts it judicially noticed from the 18 document. Id. at 999 . Further, “[j]ust because the document itself is susceptible to judicial notice 19 does not mean that every assertion of fact within that document is judicially noticeable for its 20 truth.” Id. As an example, the Ninth Circuit held that for a transcript of a conference call, the 21 court may take judicial notice of the fact that there was a conference call on the specified date, but 22 may not take judicial notice of a fact mentioned in the transcript, because the substance “is subject 23 to varying interpretations, and there is a reasonable dispute as to what the [document] establishes.” [24] Id. at 999–1000. 25 Separately, the incorporation by reference doctrine is a judicially created doctrine that 26 allows a court to consider certain documents as though they were part of the complaint itself. Id. 27 at 1002. This is to prevent plaintiffs from cherry-picking certain portions of documents that 1 reference is appropriate “if the plaintiff refers extensively to the document or the document forms 2 the basis of plaintiff’s claim.” Khoja, 899 F.3d at 1002 . However, “the mere mention of the 3 existence of a document is insufficient to incorporate the contents” of a document. Id. at 1002 . 4 And while a court “may assume [an incorporated document’s] contents are true for purposes of a 5 motion to dismiss … it is improper to assume the truth of an incorporated document if such 6 assumptions only serve to dispute facts stated in a well-pleaded complaint.” Id. [9] 10 Dkt. No. 136-3 ¶ 3. Exhibits 1 and 2 are referenced throughout CelLink’s 11 SAC, and CelLink relies on the MNDA and the August 10, 2016 email for its DTSA claim. See 12 SAC ¶¶ 12–17, 115, 121–22. Because Exhibits 1 and 2 form the basis of CelLink’s DTSA claim 13 and CelLink does not dispute the authenticity of these exhibits, the Court considers Exhibits 1 and 14 2 incorporated by reference in the SAC. 15 Exhibits 3–8 are copies of U.S. patents and patent application publications. Exhibit 3 is a 16 copy of U.S. Patent Application Pub. No. 2013/0112233 A1, which names Kevin Michael 17 Coakley as the inventor. Dkt. No. 136-3 ¶ 5. Exhibits 4 and 5 are copies of U.S. Patent Nos. 18 9,147,875 and 10,211,443, respectively, which both name Kevin Michael Coakley and Malcolm 19 Brown as the inventors and CelLink as the assignee. Id. The patents and patent application 20 publications contained in Exhibits 3–6 are listed in the “References Cited” section of the ’459 21 Patent. Dkt. No. 136-3 ¶ 5. Exhibit 6–8 are copies of U.S. Patent Application Pub. Nos. 22 2003/0062347 A1, 2008/0083715 A1, and 2009/0007421 A1, respectively. Id. The patent 23 application publications contained in Exhibits 6–8 are listed in the “References Cited” section of 24 the ’523 Patent. Dkt. No. 136-3 ¶ 5. Defendants do not “simply ask the Court to take judicial 25 notice of the fact that the[se] documents were in the public realm.” Eastman v. Apple, Inc., No. 26 18-CV-05929-JST, 2019 WL 3934805 , at *5 (N.D. Cal. Aug. 20, 2019). [1] 2 Mot. at 8–10. Although “[c]ourts may [] take judicial notice of documents issued 3 by the PTO[,]” Lexos Media IP, LLC v. eBay Inc., 722 F. Supp. 3d 1042 , 1049 (N.D. Cal. 2024), [4] 5 . See CODA Dev. S.R.O. v. Goodyear Tire & Rubber Co., 916 F.3d 1350, 1360 (Fed. Cir. 6 2019). Accordingly, the Court takes judicial notice of the fact that Exhibits 3–8 were in the public 7 realm but declines to judicially notice the contents of these exhibits to draw the factual 8 conclusions Defendants posit. 9 Exhibits 9–11 are copies of publicly accessible webpages. Exhibit 9 is a printout dated 10 May 1, 2006 and entitled “Patterning of flex circuits.” The printout was downloaded from 11 https://www.laserfocusworld.com/industrial-laser-solutions/article/14215557/patterning-of12 flexcircuits. Exhibit 10 is a printout dated September 1, 2010 and entitled “PRODUCT FOCUS: 13 GALVANOMETER SCANNERS: What you need to know to buy a galvo-positioner.” The 14 printout was downloaded from https://www.laserfocusworld.com/optics/article/16567973/product15 focus-galvanometer-scannerswhat-you-need-to-know-to-buy-a-galvo-positioner. Exhibit 11 is an 16 article downloaded from the Internet archive “Wayback Machine” at 17 https://web.archive.org/web/20120418034650/http://www.industriallasers.com/articles/2012/04/co 18 ntract-laser-ablation-of-high-performance-electroniccomponents.html. The article is dated April 19 12, 2012 and is entitled “Contract laser ablation of high-performance electronic components.” 20 “Publicly accessible websites and news articles are proper subjects of judicial notice.” Chan v. 21 ArcSoft, Inc., No. 19-CV-05836-JSW, 2020 WL 13891272 , at *3 (N.D. Cal. Sept. 16, 2020). 22 “However, to the extent the Court can take judicial notice of [] articles, it can do so only to 23 indicate what was in the public realm at the time, not whether the contents of those articles were in 24 fact true.” Id. Accordingly, the Court takes judicial notice of Exhibits 9–11 “only for the fact that 25 they were in the public realm, not for the truth of the articles’ contents.” Id. 26 B. Motions to Seal 27 The Court next addresses the parties’ motions to seal. Dkt. Nos. 136, 142, 148. Courts 1 Pintos v. Pac. Creditors Ass’n, 605 F.3d 665, 678 (9th Cir. 2010) (quoting Kamakana v. City & 2 Cty. of Honolulu, 447 F.3d 1172 , 1178 (9th Cir. 2006)). “This standard derives from the common 3 law right ‘to inspect and copy public records and documents, including judicial records and 4 documents.’” Id. (quoting Kamakana, 447 F.3d at 1178). “[A] strong presumption in favor of 5 access is the starting point.” Kamakana, 447 F.3d at 1178 (quotations omitted). To overcome this 6 strong presumption, the party seeking to seal a judicial record attached to a dispositive motion 7 must “articulate compelling reasons supported by specific factual findings that outweigh the 8 general history of access and the public policies favoring disclosure, such as the public interest in 9 understanding the judicial process” and “significant public events.” Id. at 1178–79 (quotations 10 omitted). “In general, ‘compelling reasons’ sufficient to outweigh the public’s interest in 11 disclosure and justify sealing court records exist when such ‘court files might have become a 12 vehicle for improper purposes,’ such as the use of records to gratify private spite, promote public 13 scandal, circulate libelous statements, or release trade secrets.” Id. at 1179 (quoting Nixon v. 14 Warner Commc’ns, Inc., 435 U.S. 589, 598 (1978)). “The mere fact that the production of records 15 may lead to a litigant’s embarrassment, incrimination, or exposure to further litigation will not, 16 without more, compel the court to seal its records.” Id. 17 The Court must “balance[] the competing interests of the public and the party who seeks to 18 keep certain judicial records secret. After considering these interests, if the court decides to seal 19 certain judicial records, it must base its decision on a compelling reason and articulate the factual 20 basis for its ruling, without relying on hypothesis or conjecture.” Id. Civil Local Rule 79-5 21 supplements the compelling reasons standard set forth in Kamakana: the party seeking to file a 22 document or portions of it under seal “must explore all reasonable alternatives to filing documents 23 under seal, minimize the number of documents filed under seal, and avoid wherever possible 24 sealing entire documents . . . .” Civil L.R. 79-5(a). The party must further explain the interests 25 that warrant sealing, the injury that will result if sealing is declined, and why a less restrictive 26 alternative to sealing is not sufficient. See Civil L.R. 79-5(c). 27 Records attached to nondispositive motions must meet the lower “good cause” standard of 1 tangentially related, to the underlying cause of action.” See Kamakana, 447 F.3d at 1179–80 2 (quotations omitted). This requires a “particularized showing” that “specific prejudice or harm 3 will result” if the information is disclosed. Phillips ex rel. Estates of Byrd v. Gen. Motors Corp., [4] 307 F.3d 1206 , 1210–11 (9th Cir. 2002); see also Fed. R. Civ. P. 26(c). “Broad allegations of 5 harm, unsubstantiated by specific examples of articulated reasoning” will not suffice. Beckman 6 Indus., Inc. v. Int’l Ins. Co., 966 F.2d 470, 476 (9th Cir. 1992) (quotation omitted). 7 Defendants seek to seal Exhibits 1 and 2 to their motion to dismiss and portions of their 8 opening brief, declaration of Eric Maurer in support of their motion to dismiss (“Maurer 9 Declaration”), and reply brief referencing Exhibits 1 and 2. Dkt. No. 136 at 2–3; Dkt. No. 148 at 10 2. CelLink seeks to seal portions of its opposition to Defendants’ motion to dismiss. Dkt. No. 142 11 at 2. Because Defendants’ motion to dismiss is a dispositive motion to the underlying cause of 12 action, the Court applies the “compelling reasons” standard. 13 The Court finds compelling reasons exist to seal Exhibits 1 and 2. Exhibit 1 [14] 15 Dkt. No. 139 ¶ 8. [19] Id. [20] Id. Exhibit 2 21 Id. ¶ 10. [22] 23 Id. CelLink contends that [25] 26 Id. The Court finds CelLink has made a particularized 27 showing that specific prejudice or harm will result if Exhibits 1 and 2 are publicly disclosed. See 1 *2 (N.D. Cal. Oct. 3, 2024) (“Courts in this district have routinely sealed documents that contain 2 trade secret information and confidential or proprietary information that may cause competitive 3 harm if disclosed.”). 4 The parties seek to redact lines 2:10–14, 3:7–15, 3:18–21, 3:24–25, 4:1–28, 5:1–7, 5:9–26, 5 5:23 of Defendants’ motion to dismiss (Dkt. No. 136), lines 1:7–10 and 1:13–15 of the Maurer 6 Declaration (id.), lines 4:26–27 and 5:4–10 of CelLink’s opposition brief (Dkt. No. 142), and lines 7 3:17–18, 3:25, 4:1, 4:10–19, 4:21–23 of Defendants’ reply brief (Dkt. No. 148), as these portions 8 reference CelLink’s confidential information contained in Exhibits 1 and 2. Dkt. No. 136 at 2. 9 With the exception of lines 1:13–15 of the Maurer Declaration, the Court finds compelling reasons 10 exist to seal the identified lines of Defendants’ motion to dismiss, the Maurer Declaration, 11 CelLink’s opposition brief, and Defendants’ reply brief.2 Accordingly, the Court GRANTS 12 Defendants’ motion to seal lines 2:10–14, 3:7–15, 3:18–21, 3:24–25, 4:1–28, 5:1–7, 5:9–26, 5:23 13 of Defendants’ motion to dismiss and lines 1:7–10 of the Maurer Declaration (Dkt. No. 136), 14 CelLink’s motion to seal lines 4:26–27 and 5:4–10 of its opposition brief (Dkt. No. 142), and 15 Defendants’ motion to seal lines 3:17–18, 3:25, 4:1, 4:10–19, 4:21–23 of their reply brief (Dkt. 16 No. 148), but DENIES Defendants’ motion to seal lines 1:13–15 of the Maurer Declaration (Dkt. 17 No. 136). 18 C. Motion to Dismiss 19 Defendants once again move to dismiss CelLink’s DTSA claims against Messrs. Lane and 20 Barton and correction of inventorship claims against Manaflex. Mot. at 12–21. Defendants argue 21 that the SAC fails to remedy the deficiencies the Court previously identified in granting 22 Defendants’ first motion to dismiss. The Court disagrees. 23 i. Counts VII–IX (Correction of Inventorship) Against Defendant Manaflex 24 To plead a correction of inventorship claim, a plaintiff must allege facts from which a court 25 can infer (1) the plaintiff “made a more-than-insignificant contribution to the conception of at least 26 one claim of the patent” and (2) “there was some element of joint behavior, such as ‘collaboration [27] 1 or working under common direction.’” Fibrogen, Inc. v. Hangzhou Andao Pharm. Ltd., No. 222 cv-07148-AMO, 2024 WL 1199018 , at *4 (N.D. Cal. March 20, 2024) (quotations and citation 3 omitted). The Court previously dismissed CelLink’s correction of inventorship claims. Order at 4 2–5. The FAC generally alleged that the Manaflex Patents “claim[ed] subject matter that was not 5 conceived of by Mr. Lane and which Manaflex obtained from discussions with CelLink 6 employees” and that “Lane and Barton obtained and derived some or all of this subject matter 7 through contact with CelLink which resulted in the disclosure of CelLink’s trade secrets under the 8 April 2016 MNDA.” Dkt. No. 106 (“FAC”) ¶¶ 118, 123, 218. But the FAC did not “identify a 9 single claim or claim limitation to which the CelLink Inventors allegedly contributed” or “allege 10 facts from which a court could infer some element of joint behavior.” Order at 3–5 (quotations 11 and citation omitted). 12 a. Contribution to the Conception of At Least One Claim of the Patent 13 The SAC sets forth specific allegations identifying the claims to which Messrs. Coakley 14 and Brown allegedly contributed. For example, CelLink alleges that “Mr. Coakley and Mr. 15 Brown contributed to the conception of, at the very least, Claim 1–3 [and] 5 of the ’523 Patent.” 16 SAC ¶ 128. More specifically, the SAC alleges that Mr. Coakley and Mr. Brown “conceived of a 17 method for producing flex circuits 18 and “this method involved the use of a [23] Id. CelLink also alleges that “Mr. Coakley and Mr. 24 Brown contributed to the conception of, at the very least, Claims 1, 12, and 15–16 of the ’332 25 Patent[,]” as Messrs. Coakley and Brown’s “method of producing flexible circuits through a 26 . . . involved the 27 use of 1 ee Id. § 136. CelLink also alleges that Mr. Coakley and Mr. 2 || Brown contributed to the conception of, at the very least, Claims 1—2[] [and] 11 of the □□□□ 3 || Patent[,]” as Messrs. Coakley and Brown’s “method of producing flexible circuits . . . involved the | << Lm □□□□□□ 5 Manaflex argues that “th[e] items Messrs. Coakley and Brown claim to have ‘conceived’ 6 || were known well before Mr. Lane filed his patent applications in 2020[] and so too were the 7 || alleged ‘trade secrets’ CelLink claims to have shared with Tesla... .” Mot. at 15. In so arguing, 8 || Manaflex relies on Exhibits 3—8 of the Maurer Declaration. Jd. (“The charts . . . illustrate where in 9 || the exhibits the concepts are found.”). But the Federal Circuit has expressly cautioned courts 10 || against relying on these types of extrinsic materials at the motion to dismiss stage. See CODA, [11] 916 F.3d at 1360 (“But whether the [] article actually disclosed those alleged novel trade secrets «12 || wasareasonably (indeed, hotly) disputed factual issue—one outside any judicial-notice exception & 13 || to the general rule requiring conversion, and one that should not have been resolved adversely to 14 || Plaintiffs on a motion to dismiss.”); see also id. at 1360 n.7 (“We note further that, to the extent 2 || the district court relied on the [] patent and [] prior, published patent application to determine that Q 16 || the alleged novel trade secrets were already in the prior art . . . such a determination was improper = s 17 || at this stage, for at least the reason that it constituted an inference adverse to Plaintiffs when there Z 18 || were other reasonable inferences to draw in their favor.”); Eastman v. Apple, Inc., No. 18-CV19 || 05929-IST, 2019 WL 3934805 , at *6 (N_D. Cal. Aug. 20, 2019) (rejecting defendant’s argument 20 || that plaintiffs “ideas [were] all described in the background and summary sections of the [] 21 || patent[] and therefore constitute[d] prior art that c[ould] [] not be an inventive contribution” and 22 || explaining that “the Federal Circuit in Coda instructed that district courts should generally refrain [23] 2A 3 The SAC alco alleses that Mr Barton observed CelLink’: 25 when De toured the Cell ink factor Toor 201s. and this was later . SAC § 145. Cellink alleges that Mr. ane gained access to this information through contact with Mr. Barton. Jd. 9146. Although the SAC does not explain how Mr. Barton conveyed this information to Mr. Lane, CelLink has pled 97 || that Messrs. Coakley and Lane contributed to Claims 1 and 2 of the 025 Patent. That is enough. See CODA, 916 F.3d at 1358 (“He or she need not make the same type or amount of contribution’ 3g || to the invention nor contribute to every claim—a contribution to one claim is enough.”) (citation omitted). 1 from making this determination on a motion to dismiss”). The Court declines to convert 2 Defendants’ motion to dismiss into a motion for summary judgment, see Civitaf Corp. v. 3 Federated Mut. Ins. Co., 2005 WL 8162529 , at *2 (N.D. Cal. May 4, 2005) (“Generally, if the 4 Court chooses to consider extrinsic evidence, the motion to dismiss is converted into a motion for 5 summary judgment.”), and denies Defendants’ motion to dismiss on this ground. 6 Manaflex’s remaining arguments are not persuasive. See Mot. at 15 (arguing the SAC 7 “merely states what Coakley and Brown ‘conceived’—not what they conveyed to Mr. Lane” and 8 “none of the identified claims recite aluminum, a galvanometer, or ‘varying thickness’”). CelLink 9 has sufficiently alleged how Mr. Lane accessed CelLink’s alleged trade secrets, including Messrs. 10 Coakley and Brown’s “method of producing flexible circuits through a 11 .” That the identified claims do not 12 specifically recite “ ” is not determinative, as the 13 SAC explains how Messrs. Coakley and Brown’s contributions “relate to specific systems [and 14 methods] claimed in each of the [Manaflex] Patents . . . .” Regents of Univ. of California v. Chen, 15 No. 16-CV-07396-EMC, 2017 WL 3215356 , at *4 (N.D. Cal. July 26, 2017). “[O]n this record 16 the Court cannot say as a matter of law that Plaintiff’s alleged contributions are not encompassed 17 by the . . . Patent.” Betak v. Miftakhov, No. 19-CV-02516-JSC, 2019 WL 5684523 , at *8 (N.D. 18 Cal. Nov. 1, 2019). Accordingly, the Court finds the allegations set forth in the SAC are sufficient 19 to plausibly plead that Messrs. Coakley and Brown contributed to the inventions claimed in the 20 Manaflex Patents.4 21 b. Joint Behavior 22 CelLink alleges that “Mr. Coakley and Mr. Brown directly and indirectly collaborated with 23 Mr. Lane on the subject matter disclosed in the ’523 Patent.” SAC ¶ 129. More specifically, 24 CelLink alleges “[o]n information and belief, [that] Mr. Lane gained access to confidential and [25] 4 The Court further notes that the FAC sought to add “Kevin Coakley, Malcolm Brown, Dongao [26] Yang, Michael Miller, Paul Lego and/or Paul Tsao” as named inventors but did not allege how each of these individuals contributed to any claim of the Manaflex Patents. See FAC ¶¶ 120, 125, [27] 130. The SAC, however, only seeks to add Messrs. Coakley and Brown as named inventors and 1 trade secret manufacturing processes conceived by Mr. Coakley and Mr. Brown through [Mr. 2 Lane’s] position at Tesla during 2016 and through contact with Mr. Barton” and then “built off 3 and relied, in part, on CelLink’s confidential and trade secret information conceived of by Mr. 4 Coakley and Mr. Brown to secure” the Manaflex Patents. Id. ¶¶ 129, 137, 146 . Manaflex argues 5 that the SAC “fails to adequately allege joint inventorship for an actual claim in each of the three 6 [Manaflex] [P]atents.” Mot. at 13. Manaflex contends that Federal Circuit precedent requires (1) 7 “each ‘inventor must contribute to the joint arrival at a definite and permanent idea of the 8 invention as it will be used in practice’” and (2) “inventors have some open line of communication 9 during or in temporal proximity to their inventive efforts.” Id. (citations omitted). Manaflex 10 argues that “th[e] latter requirement—that there was (a) an ‘open line of communication’ (b) in 11 ‘temporal proximity’ to (c) the alleged ‘inventive efforts’ of Lane, Coakley, and Brown—cannot 12 possibly be met.” Id. Manaflex specifically argues that “[t]he allegation that Mr. Lane may have 13 received confidential information from Messrs. Coakley and Brown at that single [May 9, 2016] 14 meeting is ‘not enough’ to establish collaboration[,]” as CelLink does not allege Mr. Lane was in 15 communication or under common direction with Messrs. Coakley and Brown after the May 2016 16 meeting and Mr. Lane did not file the applications for the Manaflex Patents until summer 2020. [17] Id. at 13–14. The Court disagrees. 18 “The test for establishing a quantum of collaboration between a party and named inventors 19 is not demanding and requires only an element of joint behavior.” Theranos, Inc. v. Fuisz Pharma 20 LLC, No. 5:11-CV-05236-PSG, 2013 WL 5304134 , at *3 (N.D. Cal. Sept. 20, 2013). Here, the 21 SAC alleges that Mr. Lane repeatedly attempted to obtain technical information about CelLink’s 22 proprietary manufacturing processes (SAC ¶¶ 6–10), and that after CelLink and Tesla executed the 23 MNDA in April 2016, “Mr. Coakley emailed Mr. Lane, along with other contacts at Tesla, that 24 their collaboration could proceed, specifically identifying Mr. Lane as a member of the ‘core 25 group’ for the relationship moving forward” (id. ¶ 12). The SAC also alleges that “on May 9, 26 2016, CelLink (through Mr. Coakley and Mr. Brown) met with several individuals from Tesla and 27 discussed CelLink’s confidential and trade secret circuit manufacturing process[,]” and “[a]t that 1 further alleges “[o]n information and belief, [that] Mr. Lane either attended the May 9, 2016 2 meeting or gained access to the information disclosed at that meeting[,]” as “confidential 3 information shared at that May 9, 2016 meeting would later [4] Id. ¶ 15 . These allegations are sufficient to survive a motion to dismiss. See Intel Corp. v. 5 Tela Innovations, Inc., No. 3:18-CV-02848-WHO, 2019 WL 2476620 , at *6 (N.D. Cal. June 13, 6 2019) (“While a single meeting may not ultimately be enough to show joint inventorship, the 7 pleadings are sufficient at this stage.”); see also Theranos, Inc. v. Fuisz Pharma LLC, No. 5:118 CV-05236-PSG, 2013 WL 5304134 , at *3 (N.D. Cal. Sept. 20, 2013) (“The test [for establishing a 9 quantum of collaboration between a party and named inventors] has been satisfied by such tenuous 10 collaborations as one inventor seeing the report of another and building upon it, or merely hearing 11 an inventive suggestion at a meeting.”). The Court finds CelLink has alleged facts from which the 12 Court can infer “some element of joint behavior.” Fibrogen, Inc., 2024 WL 1199018 , at *4. 13 Accordingly, the Court DENIES Defendants’ motion to dismiss CelLink’s correction of 14 inventorship claims. 15 ii. Count IV (Trade Secret Misappropriation) Against Defendants Lane and Barton [16] To state a claim for trade secret misappropriation under the DTSA, a plaintiff must allege [17] “(1) that the plaintiff possessed a trade secret, (2) that the defendant misappropriated the trade [18] secret; and (3) that the misappropriation caused or threatened damage to the plaintiff.” [19] InteliClear, LLC v. ETC Glob. Holdings, Inc., 978 F.3d 653 , 657–58 (9th Cir. 2020). Under the [20] DTSA, “misappropriation means either the (1) acquisition of a trade secret by another person who [21] knows or has reason to know that the trade secret was acquired by improper means; or the (2) [22] disclosure or use of a trade secret of another without express or implied consent.” Albert’s [23] Organics, Inc. v. Holzman, 445 F. Supp. 3d 463 , 473 (N.D. Cal. 2020). [24] Defendants argue that CelLink’s DTSA claim against Mr. Barton and Mr. Lane as [25] individuals . . . should, once again, be dismissed.” Mot. at 16. Defendants argue that “[w]hile [26] CelLink has attempted to add ‘examples’ of information shared and conclusory language based [27] ‘on information and belief’, these claims continue to contain little more than conclusory assertions 1 parroting the DTSA claim standard and completely fail to allege specific allegations against Mr. 2 Barton and Mr. Lane, individually.” Id. CelLink counters that Defendants’ motion to dismiss 3 “improperly seeks to resolve factual issues at the motion to dismiss stage, and [] ignores the 4 applicable standard for pleading trade secret misappropriation.” Dkt. No. 143 at 11. 5 a. Trade Secret Misappropriation Claim Against Mr. Barton 6 The Court previously dismissed CelLink’s trade secret misappropriation claim against Mr. 7 Barton, finding that “[w]hile CelLink ha[d] sufficiently pled Mr. Barton’s knowledge of the 8 alleged trade secrets, it ha[d] not sufficiently pled that he misappropriated them.” Order at 9. 9 CelLink’s SAC now alleges “[o]n information and belief, [that] after touring CelLink’s factory 10 floor, Mr. Barton advised Mr. Lane of the confidential and trade secret manufacturing processes 11 he observed to assist Manaflex in developing its own manufacturing process.” SAC ¶ 22. 12 CelLink alleges that “Manaflex is currently using the same or substantially similar technology in 13 its manufacturing process for flexible circuits that Mr. Barton observed during his tour of 14 CelLink’s factor floor.” Id. CelLink further alleges that Manaflex is specifically “employing a 15 similar to the one used by CelLink during 2018, which Mr. Barton directly 16 observed during the factor tour, and which was a proprietary process to CelLink and unknown in 17 the flexible circuit industry at the time.” Id. 18 Defendants contend that CelLink has again failed to plausibly allege that Mr. Barton 19 misappropriated CelLink’s alleged trade secrets. Defendants argue that “the only fact CelLink 20 points to in order to show that Manaflex (and presumably Mr. Barton) ‘misappropriated’ CelLink 21 ‘trade secrets’ is the patent application Mr. Lane filed for in June 2020.” Mot. at 17–18. 22 Defendants further argue that CelLink’s new allegations “are the same facts the Court already 23 decided were insufficient.” Id. at 18 . Defendants mischaracterize the new allegations set forth in 24 the SAC and the Court’s prior order. CelLink’s FAC accused Mr. Barton of misappropriation 25 based only on the disclosures made in Manaflex’s patents and patent applications, see FAC ¶¶ 13, 26 114–15, and the Court found “the FAC [was] devoid of any factual allegations suggesting Messrs. 27 Lane and Barton worked together to secure the ’921 Patent.” Order at 8. The SAC, however, sets 1 SAC ¶ 22 (“Manaflex is currently using the same or substantially similar technology in its 2 manufacturing process for flexible circuits that Mr. Barton observed during his tour of CelLink’s 3 factor floor. Specifically, Manaflex is currently employing a similar to the one 4 used by CelLink during 2018, which Mr. Barton directly observed during the factor tour, and 5 which was a proprietary process to CelLink and unknown in the flexible circuit industry at the 6 time.”). These new factual allegations “make the inference of misappropriation plausible.” Auris 7 Health, 2023 WL 7284156 at *4; see also TRIGO ADR Americas, LLC v. OEM Logistics, LLC, 8 No. 23-CV-2219-AGS-MMP, 2025 WL 276149 , at *2 (S.D. Cal. Jan. 23, 2025) (“Among other 9 things, TRIGO alleges that (1) [defendants] Clarke, Nicholas, and OEM ‘had access to the secret’ 10 vetting process and intranet tool . . . and that (2) TRIGO’s vetting process and intranet tool ‘share 11 similar features’ with OEM’s versions, which is sufficient to plead misappropriation.”); Fujikura 12 Composite Am., Inc. v. Dee, No. 24-CV-782 JLS (MSB), 2024 WL 3261214 , at *12 (S.D. Cal. 13 June 28, 2024) (“The above evidence shows [defendant] (1) had access to Plaintiff’s trade secret 14 concept and (2) thereafter developed a product using a similar concept. Courts have inferred likely 15 use of a competitor's trade secret based on similar evidence.”). Accordingly, the Court DENIES 16 Defendants’ motion to dismiss CelLink’s trade secret misappropriation claim against Mr. Barton. 17 b. Trade Secret Misappropriation Claim Against Mr. Lane 18 The Court previously dismissed CelLink’s trade secret misappropriation claim against Mr. 19 Lane, finding CelLink had not “plausibly allege[d] that Mr. Lane had knowledge of CelLink’s 20 trade secrets.” Order at 10. CelLink’s SAC makes several new allegations regarding Mr. Lane. 21 For example, the SAC now alleges that Mr. Lane “repeatedly pressed Mr. Coakley and Mr. Brown 22 to disclose technical information regarding its manufacturing process as well as the materials used 23 in CelLink’s parts.” SAC ¶ 8; see also id. ¶¶ 6 , 9–10. The SAC also alleges that after CelLink 24 and Tesla executed the MND, “Mr. Coakley emailed Mr. Lane, along with other contacts at Tesla, 25 that their collaboration could proceed, specifically identifying Mr. Lane as a member of the ‘core 26 group’ for the relationship moving forward.” Id. ¶ 12 . The SAC further alleges that “on May 9, 27 2016, CelLink (through Mr. Coakley and Mr. Brown) met with several individuals from Tesla and 1 CelLink alleges “[o]n information and belief, [that] Mr. Lane either attended the May 9, 2016 2 meeting or gained access to the information disclosed at that meeting.” Id. ¶ 15 . CelLink further 3 alleges that the “confidential information shared at that May 9, 2016 meeting would later be 4 disclosed in patents filed by Mr. Lane.” Id. 5 Defendants take issue with CelLink’s allegations made “on information and belief.” Mot. 6 at 20; see also SAC ¶¶ 14–15. Defendants argue that CelLink’s allegations are “an improper use 7 of ‘on information and belief[,]’” because “CelLink’s principals were at that meeting and if they 8 had a memory of Mr. Lane being at that meeting or anything to support this generalize allegation, 9 CelLink would not have to include ‘on information and belief.’” Mot. at 21. However, “[t]he 10 Ninth Circuit has clarified that the Iqbal/Twombly plausibility standard permits allegations on 11 information and belief where: (1) ‘the facts are peculiarly within the possession and control of the 12 defendants’; or (2) ‘the belief is based on factual information that makes the inference or 13 culpability plausible.’” Auris Health, Inc. v. Noah Med. Corp., No. 22-CV-08073-AMO, 2023 14 WL 7284156 , at *4 (N.D. Cal. Nov. 3, 2023) (quoting Soo Park v. Thompson, 851 F.3d 910 , 928 15 (9th Cir. 2017)). Here, CelLink’s allegations “on information and belief” are based on factual 16 allegations that make Mr. Lane’s knowledge of CelLink’s purported trade secrets plausible. See 17 SAC ¶¶ 5–16. CelLink specifically alleges that: (1) Mr. Lane repeatedly attempted to obtain 18 information about CelLink’s proprietary manufacturing process (SAC ¶¶ 6, 8–10); (2) Mr. Lane 19 was specifically identified as a “member of the ‘core group’ for the relationship [between CelLink 20 and Tesla] moving forward” (id. ¶ 12); and (3) CelLink disclosed the use of “ 21 ” during the May 9, 2016 meeting with Tesla, and that information 22 was later disclosed in patents filed by Mr. Lane (id. ¶¶ 14–16). These allegations make it 23 plausible that Mr. Lane had knowledge of CelLink’s alleged trade secrets. See Auris Health, 2023 24 WL 7284156 , at *4 (finding plaintiff’s factual allegations sufficient to support plaintiff’s 25 “‘information and belief’ allegations that [defendant] exfiltrated the trade secret documents and 26 stored them on his personal storage accounts and computer”). CelLink has plausibly alleged that 27 Mr. Lane had knowledge of CelLink’s trade secrets. Accordingly, the Court DENIES IV. CONCLUSION The Court DENIES Defendants’ motion to dismiss (Dkt. No. 135), GRANTS IN PART [2] and DENIES IN PART Defendants’ request for judicial notice (id.), GRANTS IN PART and [3] DENIES IN PART Defendants’ motion to file under seal (Dkt. No. 136), and GRANTS CelLink [4] and Defendants’ motions to file under seal (Dkt. Nos. 142, 148). [5] IT IS SO ORDERED. [6] Dated: — 7/17/2025 8 HAYWOOD S. GILLIAM, JR. 9 United States District Judge [10] 1] as 12 [13] «14 [17] Oo Z 18