AsystBio LLC case

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Slartibartfast
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AsystBio LLC case

#1

Post by Slartibartfast » Tue Apr 24, 2018 11:02 pm

I'm making this thread to discuss the case Kesseler, et al. vs. AsystBio LLC. I haven't included the plaintiff's name in the thread title and would prefer that everyone avoid using any of the plaintiff's names in the thread as they are all members of the Fogbow. I just used the lead plaintiff's name (which is not the same as anyone else doing so for obvious reasons), so the cat's already out of the bag, but from now on let's all be discreet.

realist wrote:
Tue Apr 24, 2018 8:41 am
Just FYI re Slarti's comments above. Jack decided to dive in. ;)

KESSELER, et al. v AsystBio, LLC, et al.

It seems reasonable to make an exception for references to links to the case too. also.

Summons and Complaint: https://files.acrobat.com/a/preview/7ab ... ebc7771364

Order Re Reassignment: https://files.acrobat.com/a/preview/b7e ... 4fa8ffcfd0
Obviously I need to be careful regarding what I say about this matter, so I want to make some things clear up front. First, why am I doing this? The most important reason is one word: transparency. I've been forced into silence on this matter for two years and, now that I'm not bound by necessity, I want to tell my story. More than that, as the founder and a manager of AsystBio, I have an ethical and fiduciary obligation to report the actions of my former colleagues to the proper authorities. Furthermore, in my opinion, none of this interferes with my interests in the lawsuit I've brought either.

On the other hand, this is an active lawsuit and I want to be careful about anything I say that isn't already public. I'm making some extremely serious allegations and I haven't done so lightly. For instance, there are many people who are a party to this that I feel obligated to notify, most of whom will probably be shocked. Once all of the relevant parties have been notified I'll be free to participate in discussion and speculation, but until then I'm going to keep my opinions to myself. So I hope all of you will share yours.

So what are the basics of this case? I'll give the context of the story in a later post, but basically seven managers signed an operating agreement (exhibit B) and four of them decided that they didn't want to do business with the other three (or at least me). They tried to get control of the company (and thus the $1/4 million grant the company had applied for) in a couple of different ways before creating another company with a similar name and transferring the grant to the new company. In doing so, they destroyed a business opportunity which would have made us all millionaires as well as the company I had spent six years working to build.

While the size of the Small Business Technology Transfer grant makes this a significant issue, a combination of the operating agreement -- written by one of the managers who claimed to be a former member of the bar -- and Michigan law raised the stakes enormously. Section 7.7 of the operating agreement sets the buyout value of the equity stake of the seven initial managers at $5,000,000.00 or fair market value, whichever is higher. In addition, the Michigan minority shareholder oppression statute for LLCs gives the judge the authority to order the defendants to buy out the shares of the three co-plaintiffs. While there are other remedies we are asking for if the judge won't grant this one, I think we've made a sound case for why the law says we deserve $15,000,000. Hopefully this will be enough to get the defendants to negotiate. We'll see what happens.

As for the exhibits, the IAALs can give their opinions on the quality of the operating agreement, but in my defense (I signed it), I begged to have it reviewed by a lawyer. The other exhibit is an email from my former postdoctoral mentor. While it is full of crunchy goodness itself, it is merely the tip of the iceberg. For the most part, if the defendants contest points in the complaints, they will make various emails relevant which will either refute their argument or cast them in an even worse light. In effect, they're about to be stabbed repeatedly with a Morton's fork.

Anyway, as a wise Rooster likes to say, more will be revealed, I reckon...
"Strategy without tactics is the slowest route to victory. Tactics without strategy is the noise before defeat."
---Sun Tzu (quoting Thomas Jefferson)
nam-myoho-renge-kyo---Thomas Jefferson (quoting Slartibartfast)

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Re: AsystBio LLC case

#2

Post by Slartibartfast » Wed Apr 25, 2018 1:59 pm

While we're waiting for the lemon-scented cocktail napkins to arrive, I thought I might set the stage for what's about to happen. Imagine if you will a young, naive, goyim CEO Slarti in the summer of '15...

About a month after my father had surgery for his pancreatic cancer, one of my colleagues blindsided me with a coup to replace me as CEO of the company I founded, AsystBio. Two days after that was when I found out that I had Jewish heritage -- although it would be almost two more years before I got the thing that makes you unquestionably a Joo... a Jooish mum -- which was when I first went to a certain lawyer for advice. Things happened -- as things are wont to do -- and, a couple of weeks after my former lawyer colleague threatened me with litigation as I mentioned above, I stepped down as CEO and we all signed an operating agreement written by said gentleman. Said operating agreement is exhibit B in the complaint.

Moar stuff happened and, by and by, I asked the CEO to consider stepping down (cause incompetence) and informed my colleagues preparatory to raising the issue in a meeting. My former postdoctoral mentor then replied with an email that is exhibit C, which kicked off the series of actions over which we are suing. For about a year prior, I had been working with an Oracle sales engineer to try to build a relationship with Oracle. Shortly after my mentor's email, I wrote three paragraphs describing a scientifically credible plan to effectively cure cancer and my contact had it passed to Eli Lilly and told me that it would eventually result in getting my plan pitched to the Vice President of Research for Eli Lilly with the full support of Oracle (plus they would make all our demos). Afterward, they had expressed potential interest in giving us access to a $1 billion/year sales channel to try to sell our projects with their hardware, software, and services. All for what was essentially a monopoly money corporation.

Of course, because of my colleagues' actions I was unable to maintain a relationship with Oracle, and by the time Eli Lilly responded with interest to the three paragraph plan Oracle was forced to tell them that the expertise was gone as, by that time, my contact had left the company. My contact had told us that Oracle (sitting on something like $30 billion in cash) would likely buy out our company if we had just a single sales success. This was the test on the merits that I had gone through six years in a miasma of desperation, depression, and obsession to get. A chance to see if our research could truly make a difference in the fight against cancer, effectively killed by the willful ignorance, incompetence, and petty contempt of scientists I had worked with for over a decade. And Worse, because of my former colleagues' actions, I was locked into stasis -- unable to resolve the status of AsystBio without hiring lawyers I couldn't afford and, after my father's cancer metastasized a couple of months later, having less and less of my personal time to spend on the project as well.

Well, winter always turns to spring, and while it's taken a long time to get here, I am finally in a position to force some sort of resolution for AsystBio and move forward with my other company, AdderStone Predictive Analytics. At this point I am no longer angry at my former colleagues, just disappointed at the potential that has gone unfulfilled and cognizant of who these people are and the need for anyone who has dealings with them to understand their nature to protect themselves.

It is with the goal of protecting myself and others that I have gotten involved with these... gentlemen that I am telling this story. By the end of it, everyone should have a clear idea of the intent of the principals -- from their own words and actions. It is also a cautionary tale about how dangerous email can be if you aren't careful about what you say -- even without anyone getting hacked. Anyway, I hope all of you will enjoy my tale and maybe begin to understand some of the underlying context I've been dealing with for the last few years.
"Strategy without tactics is the slowest route to victory. Tactics without strategy is the noise before defeat."
---Sun Tzu (quoting Thomas Jefferson)
nam-myoho-renge-kyo---Thomas Jefferson (quoting Slartibartfast)

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Re: AsystBio LLC case

#3

Post by Addie » Wed Apr 25, 2018 2:57 pm

Thanks for letting us follow along now, Slarti. I wish you the best always :bighug:
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Re: AsystBio LLC case

#4

Post by RVInit » Wed Apr 25, 2018 3:25 pm

Addie wrote:
Wed Apr 25, 2018 2:57 pm
Thanks for letting us follow along now, Slarti. I wish you the best always :bighug:
:thumbs: Yes, I am glad you chose to share this with us. Wow, this is big. I hope you get a just result. You have dedicated years of your life to work that would benefit millions of your fellow human beings. To Slarti...
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Re: AsystBio LLC case

#5

Post by Notorial Dissent » Wed Apr 25, 2018 5:45 pm

Definitely a saga, thanks for sharing and sincere best wishes. I can see how this would complicate your life.
The fact that you sincerely and wholeheartedly believe that the “Law of Gravity” is unconstitutional and a violation of your sovereign rights, does not absolve you of adherence to it.

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Re: AsystBio LLC case

#6

Post by Foggy » Wed Apr 25, 2018 6:30 pm

Whoa, dude. That's a saga alright. Keep on keeping on. :boxing:



So, umm ... are the lemon-scented napkins here yet? :think:

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Re: AsystBio LLC case

#7

Post by Slartibartfast » Thu Jan 10, 2019 10:37 pm

You didn't hear this from me, but there is a rumor that mediation in this case is tomorrow and that there may even be a Fogbow BOTG reporter in the room, so to speak. I reckon more will be revealed. What is not in question is that the content of this thread was in the defendants' document production (DEF 000092 - DEF 000103). Fortunately, someone was given the good advice :sterngard: not to post anything more and hasn't seen this thread until today (except for reading it in the defense docs -- the birthers were right, discovery is the Promised Land :towel: ).

Anyway, if any of the defendants or their lawyers are reading this, hello and welcome to the Fogbow! I can't give you any spoilers, but if you skip to the end there's a good bit with Marvin in it.

:towel:
"Strategy without tactics is the slowest route to victory. Tactics without strategy is the noise before defeat."
---Sun Tzu (quoting Thomas Jefferson)
nam-myoho-renge-kyo---Thomas Jefferson (quoting Slartibartfast)

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Re: AsystBio LLC case

#8

Post by Slartibartfast » Thu Jan 10, 2019 10:39 pm

p.s. The lemon scented napkins have been delivered, but there will be a slight additional delay while they are loaded into the origami machine. We apologize for the inconvenience.
:towel:
"Strategy without tactics is the slowest route to victory. Tactics without strategy is the noise before defeat."
---Sun Tzu (quoting Thomas Jefferson)
nam-myoho-renge-kyo---Thomas Jefferson (quoting Slartibartfast)

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Re: AsystBio LLC case

#9

Post by Somerset » Fri Jan 11, 2019 12:08 am

Do keep us posted ;)

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Re: AsystBio LLC case

#10

Post by RoadScholar » Fri Jan 11, 2019 6:19 am

Yes, please do. We gots high-apple-pie-in-the-sky hopes that you prevail.
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Re: AsystBio LLC case

#11

Post by Mikedunford » Fri Jan 11, 2019 7:06 am

Slartibartfast wrote:
Thu Jan 10, 2019 10:37 pm
You didn't hear this from me, but there is a rumor that mediation in this case is tomorrow and that there may even be a Fogbow BOTG reporter in the room, so to speak. I reckon more will be revealed. What is not in question is that the content of this thread was in the defendants' document production (DEF 000092 - DEF 000103). Fortunately, someone was given the good advice :sterngard: not to post anything more and hasn't seen this thread until today (except for reading it in the defense docs -- the birthers were right, discovery is the Promised Land :towel: ).
Yeah, there were reasons that I didn't jump in with comments earlier. And won't, prior to the conclusion of litigation.
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Re: AsystBio LLC case

#12

Post by Foggy » Fri Jan 11, 2019 7:27 am

Did the mice design this one, too also? (I finally watched HHGttG on Netflix) :dance:

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Re: AsystBio LLC case

#13

Post by Slartibartfast » Tue Mar 05, 2019 11:33 am

Okay, sorry to tease and vanish, but things got... complicated. Which doesn't seem particularly unusual in my life, but it does make things nigh impossible to explain from time to time. In any case, it will take some time, but once I get done telling my story I hope you will find it worth the wait.
Somerset wrote:
Fri Jan 11, 2019 12:08 am
Do keep us posted ;)
As you wish...

RoadScholar wrote:
Fri Jan 11, 2019 6:19 am
Yes, please do. We gots high-apple-pie-in-the-sky hopes that you prevail.
Roadie, what I got is far better than anything you could have ever imagined. I'm serial. The birthers were right, discovery is the promised land [As an aside, the Head Librarian and Archivist (coolest title ever) of the Holocaust Memorial asked my mother why she and her family emigrated to the US from Israel. She said that Israel was the land of milk and honey but in America the streets were paved with gold. They landed in New York on October 1st, 1960 -- Yom Kippur and my Mother's birthday. How cool is that?] At the beginning of all of this, I asked my lawyer (Sara) what I could say about the case and she said that, as far as anything in the record goes, I could print 1,000,000 copies and drop them from an airplane if I wanted to -- it was never really clear to me under what circumstances I might wish to do that, but there you are... You cannot imagine the crunchy goodness that I have to share, all of it in the record for anyone with eyes to see. And email to the SECR.

I gave you an early version of the dossier I wrote (right before I talked to lawyers and got advice not to share it with anyone else), I think it was about 150 pages long. The version we gave to the defense (in hardcopy) was 300 pages long -- and it had 50 pages cut out on advice of counsel. There were 20 pages alone in the statements of myself and my co-plaintiffs. And it has been growing since. Once I finish the commentary for the depositions (yes, you heard me right, plural) it will easily break 1,000 pages of cross-linked and corroborated information and intelligence. Although I'm not sharing that at this point, you're free to do what you want with your version (although I'd like a copy if you can find it) and I'll share a hyperlinked version of what I gave the defense at some point (I plan on letting out the documents sequentially, as fast as I can set the scene). Anyway, let's just say that there's a reason that I've cornered the market on popcorn futures. It might not be as big or important as Mueller's investigation, but, by the end, you're going to get to see everything I can legally show you. Which, in and of itself, is just the tip of the iceberg...

One thing though, as I said, this thread (the beginning, anyway) is a part of discovery and could be monitored by the former defendants and their lawyers. Although I find that highly unlikely, and if any of them are reading this, I would suggest that they just contact me directly and open a dialogue to better understand the situation, if nothing else. But I'm treating this thread like they are watching every word. Although, really, I've been acting as if everything I write could be the subject of discovery for over three and a half years now.

Mikedunford wrote:
Fri Jan 11, 2019 7:06 am
Slartibartfast wrote:
Thu Jan 10, 2019 10:37 pm
You didn't hear this from me, but there is a rumor that mediation in this case is tomorrow and that there may even be a Fogbow BOTG reporter in the room, so to speak. I reckon more will be revealed. What is not in question is that the content of this thread was in the defendants' document production (DEF 000092 - DEF 000103). Fortunately, someone was given the good advice not to post anything more and hasn't seen this thread until today (except for reading it in the defense docs -- the birthers were right, discovery is the Promised Land :towel: ).
Yeah, there were reasons that I didn't jump in with comments earlier. And won't, prior to the conclusion of litigation.
Well, we settled in mediation so knock yourself out. I'm very interested in anything you have to say. To get things started, here is a summary of the agreement: You know the drill
  1. Payment The Defendants shall pay $20K to the Plaintiffs within two years of this Agreement.
    And I got it all for less than $90K in legal expenses and three years of my life.
  2. Consulting by Kevin Kevin shall consult with AB Labs for up to a maximum of five hours per month for 18 months for free starting on February 1, 2019 on an as needed basis in AB Labs' sole discretion. If AB Labs requests that Kevin provide consulting services in excess of five hours per month, then Kevin shall do so up to a maximum of 50 hours per month and Kevin shall be paid for such hours in excess of five per month at the rate of $250 per hour.
    Early indications are that I will never be asked to do anything at all pursuant to this, but, if asked, I will follow both the letter and the spirit of this agreement.
  3. Consulting by Dennis Dennis shall consult with Kevin for up to a maximum of five hours per month for 18 months for free starting on February 1, 2019 on an as needed basis in AB Labs' sole discretion. If Kevin requests that Dennis provide consulting services in excess of five hours per month, then Dennis shall do so up to a maximum of 50 hours per month and Dennis shall be paid for such hours in excess of five per month at the rate of $250 per hour.
    I've already had a few sessions with Dennis.
  4. Mutual Non-Disparagement The Parties shall not in any manner disparage or impugn the personal or business reputation, practices, or conduct of any Party to this Agreemen. The Parties acknowledge and agree that this prohibition extends to statements, written or verbal, electronic (including social media), or otherwise.
    Given that I've been going around telling people that I am a disciple of Bodhisattva Never Disparaging (exactly what it says on the tin) for a while now, I'm not sure this was really necessary, but I'm not going to discuss anything here but the words and actions of the Defendants that are in the record just to be safe. Everyone else, of course, is free to say what they would like. What would you like to say, Mike? I can't wait to hear what you have to say once you've seen everything.
  5. Removal of Kevin and James Knauer from the Management Board of AsystBio, LLCThe Defendants acknowledge and agree that Kevin and James Knauer were not removed from the management board of AsystBio, LLC for cause.
    It took three years of my life to get to this point because a record was created that said otherwise.
  6. Mutual Releases The Parties herby release each other, and their members, attorneys, successors, and assigns, from and and all claims, losses, liabilities, and causes of action of any kind our nature, accrued or to accrue in the future relating in any manner to any agreement between the Parties, any statements or representations made by any Party, or any transaction, act[,] event, statement, or occurrence that occurred prior to the date of this Agreement, including all claims that have been made or could have been made in the Lawsuit. It is the intent of the Parties that this release be read as broadly as possible such that neither Plaintiffs [n]or Defendants shall have any further liability of any type or nature to each other. However, nothing herein shall release any of the Parties from the obligations to fully comply with the terms of this Agreement.
    I'm keeping mum here for my own reasons.
  7. Dismissal of Lawsuit The Lawsuit shall be dismissed with prejudice and without costs to any party.
    The end? Or is it the beginning? Well, Mike, knock yourself out and then you guys can all settle in and I'll tell you the story from the beginning.
Just a taste of what's to come...

Excerpt from Slarti's deposition:

Slarti was tricksy at the beginning of his deposition and the Defendants' lawyer was asking about who Slarti got to help. He was fishing for any help I had gotten from the Fogbow (and therefore not covered by privilege). What he found was this:

Q: Is [a document with the line items from the legal bills for the defense from May and June of 2017*] something that you - when I say created, I mean it in a good way - wrote up in the last few days?

A: Yes.

Q: Okay.

A: Myself and -- I'm in regular consultation with Mr. Knauer.

Q: In other words, would you say that as part of getting ready for this deposition, you were looking at things, and you happened to look at the Varnum legal bills that you got and said, I'm going to compare those to some other things, and then I'm going to write some conclusions that I formed. Is that what I have?

A: No. It is a result of Mr. Knauer and I speaking roughly two hours a night. Essentially every night we discussed this matter.

Q: Since when? I mean over what period of time?

A: Beginning in roughly September of 2015.

Q: You didn't talk two hours a night for three years, did you?

A: Yes.

Q: Seriously?

A: Yes.

Q: I'm not doubting you. I'm just saying "wow". [quotes not in SECR transcript]

A: One of the products of those conversations is the document that you brought with you. [the 300 page hardcopy dossier]

*Yes, that's what I handed the defense lawyer at the beginning of my deposition. Some of it, anyway.

And that was just in the preamble. I think the whole thing was 147 pages -- the defense deposition is shorter, but it has 21 exhibits (mine had the document we were discussing which was marked exhibit 1 and then removed from evidence). Both depositions were an enormous amount of fun to do. Plus I got a day off of NSNG in NOLA for Gene's.

Foggy wrote:
Fri Jan 11, 2019 7:27 am
Did the mice design this one, too also? (I finally watched HHGttG on Netflix) :dance:
Actually, this whole thing is an information weapon that is the culmination of research I started almost 10 years ago on Jonathan Turley's blog. I call it "Fat Man". Before you ask, there is a "Little Boy", but it's not really a weapon. It should be much more powerful, though. Think nuclear instead of atomic.

I got tired of the fjords.

Did you like the transparency bomb Bezos dropped on the Enquirer? Same principle, except I don't have a hot mistress and no one has to see me nekkid. (thank Jeebus!) Anyway, as you like to say, more will be revealed, I reckon...
"Strategy without tactics is the slowest route to victory. Tactics without strategy is the noise before defeat."
---Sun Tzu (quoting Thomas Jefferson)
nam-myoho-renge-kyo---Thomas Jefferson (quoting Slartibartfast)

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Re: AsystBio LLC case

#14

Post by MN-Skeptic » Tue Mar 05, 2019 1:07 pm

Thanks for the update!
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Re: AsystBio LLC case

#15

Post by Slartibartfast » Tue Mar 05, 2019 3:46 pm

MN-Skeptic wrote:
Tue Mar 05, 2019 1:07 pm
Thanks for the update!
That's not even foreshadowing of an appetizer for the teaser of the vanguard of the host. Which itself is only "Deep Thought". Wait until you see "Earth".

I've been busy.

There is a huge narrative advantage in being able to lay out the case sequentially while knowing how everything is going to unfold. I paid over $90K for the rights to this story. And I believe it was one of the best deals I've made in my life. Time will tell and failure is always a welcome option. If you don't acknowledge your failures, you cannot learn from them, and what is science (life?), but a series of mistakes that we've all learned from.

Oops. Got a bit preachy there. Occupational hazard.

Anyway, I'm going to get to finally tell the story that I've wanted to tell for over three years...
"Strategy without tactics is the slowest route to victory. Tactics without strategy is the noise before defeat."
---Sun Tzu (quoting Thomas Jefferson)
nam-myoho-renge-kyo---Thomas Jefferson (quoting Slartibartfast)

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Re: AsystBio LLC case

#16

Post by Mikedunford » Tue Mar 05, 2019 4:10 pm

Glad to hear you managed to get things worked out in mediation. I'll try to take a look at whatever you post, but it's going to be an interesting next few months for me - if I'm not prompt, it'll be because I want to make sure I've got the time to give it a thorough read.
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Re: AsystBio LLC case

#17

Post by Slartibartfast » Wed Mar 06, 2019 12:02 am

No worries, Mike. The record for the case isn't going anywhere. But I do think you will find it interesting when you have time to look.
"Strategy without tactics is the slowest route to victory. Tactics without strategy is the noise before defeat."
---Sun Tzu (quoting Thomas Jefferson)
nam-myoho-renge-kyo---Thomas Jefferson (quoting Slartibartfast)

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Re: AsystBio LLC case

#18

Post by Mikedunford » Wed Mar 06, 2019 3:57 am

Slartibartfast wrote:
Wed Mar 06, 2019 12:02 am
No worries, Mike. The record for the case isn't going anywhere. But I do think you will find it interesting when you have time to look.
I probably will. Just have to get through the official MPhil -> PhD transition point and a Texas to Alabama relocation, a chunk of which I'm working on from London, and all will be good and I'll have as much time as any other PhD student. :thumbs:
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Re: AsystBio LLC case

#19

Post by Slartibartfast » Wed Mar 06, 2019 1:39 pm

:think:

Hawaii...

London...

Texas...

Alabama...

:confused:

As someone who looks for patterns in life, one wonders where you're headed*. Just sayin'.

So we're working on Dr. Dunford now? Outstanding.

Sekrit Stuffs!
* Of course, there is an obvious potential limit point to that sequence... Washington DC.
"Strategy without tactics is the slowest route to victory. Tactics without strategy is the noise before defeat."
---Sun Tzu (quoting Thomas Jefferson)
nam-myoho-renge-kyo---Thomas Jefferson (quoting Slartibartfast)

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Re: AsystBio LLC case

#20

Post by Whatever4 » Wed Mar 06, 2019 8:37 pm

Mikedunford wrote:
Wed Mar 06, 2019 3:57 am
Slartibartfast wrote:
Wed Mar 06, 2019 12:02 am
No worries, Mike. The record for the case isn't going anywhere. But I do think you will find it interesting when you have time to look.
I probably will. Just have to get through the official MPhil -> PhD transition point and a Texas to Alabama relocation, a chunk of which I'm working on from London, and all will be good and I'll have as much time as any other PhD student. :thumbs:
Weren’t you in Alabama as a baby Fogbower?
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Re: AsystBio LLC case

#21

Post by Reality Check » Wed Mar 06, 2019 11:53 pm

Slarti, If I am reading correctly you asked for $15,000,000 ($5,000,000 each) and in mediation got $20,000, an admission you were wrongfully removed from the board, plus some consulting hours that will never happen? This is for $90,000 in legal fees? Please correct me if I am wrong.

Edit: Wrong Kevin. My mistake
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Heather Heyer, November 2016

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Re: AsystBio LLC case

#22

Post by Slartibartfast » Sat Mar 09, 2019 1:06 am

Okay, we have our first player! Step on up RC! Now that I am able to do so, I am happy to answer questions about this case. All of the documents I'm quoting were in a 300-page dossier provided to the defense as a part of discovery, as such, they are in the record and I am free to share them. However, out of an abundance of caution, I redacted or changed the names (At some point I'll make up fake names to use in the book I'm writing).

First, a word about what I'm doing here. You all may be aware of my fondness for Jeffersonian quotes, but my favorite is one that I've never had an appropriate chance to use before. It is true that Kesseler v. AsystBio et al. is settled and withdrawn with prejudice. But, as old Tommy said when asked to surrender the Bon Homme Richard, I have not yet begun to fight.

So what is going on here if this wasn't the fight? A couple of things. First, I've been keeping secrets from my friends -- all of you -- for three years. That's done. All of this is stuff I've wanted to talk about and, more than that, things I think you will find as entertaining as any legal drama the Fogbow has followed. The thing to remember about what happens next: I'm going to enjoy it far more than you know.
:towel:

The other thing that's going on here has to do with the defense lawyers. Why them? They are the attorneys for, among others, AsystBio, a Michigan LLC. One thing that everyone was clear on at mediation is that I have sole control of AsystBio at this point. Which has been restored to good standing with the State of Michigan. It will become clear why this is an issue in due course, but that should give you a place to start.
Reality Check wrote:
Wed Mar 06, 2019 11:53 pm
Slarti, If I am reading correctly you asked for $15,000,000 ($5,000,000 each) and in mediation got $20,000, an admission you were wrongfully removed from the board, plus some consulting hours that will never happen? This is for $90,000 in legal fees? Please correct me if I am wrong.
There was not an admission that we were wrongfully removed, there was an acknowledgement that we were not removed for cause. In other words, we have continuously been managers in good standing. See below regarding the reason this was important. I am required to provide consulting hours that will likely never be asked of me, but I am prepared to give regardless. I am entitled to receive 5 hours a month worth of consulting from Dennis for 18 months. 17 now. They have 2 years to pay me the $20,000 and I'm out of pocket over $85K.

The $15 million dollars (pinkie to chin) was pursuant to a clause in the operating agreement written by one of the former defendants. It speaks for itself. In the mediation, my lawyer admitted that the case was weak on damages. She also felt it was very strong on the merits. There was, in my opinion, a very strong cause for significant damages that was a moot point in mediation (because the defendants didn't have millions, or even hundreds of thousands, of dollars) regarding my interactions with Oracle. This occurred in April of 2016.

In the email included into evidence in the complaint, my postdoctoral mentor declared that there was an "irreparable schism" and that the only way forward was to split the company (with his side retaining the name and thus all of the assets of the company -- primarily the Small Business Technology Transfer grant proposal filed with the NIH a week or so after he declared a schism). After various emails, those on the other side of the "schism" proposed the following in an agenda for a management committee meeting. NOTE: this was in a meeting agenda due to a rule we had about quorums and votes on the agenda. This was their plan to implement their "schism". My thoughts are in my response below.
: Agenda:

1.) Discuss the future AsystBio Company Structure - refer to the memorandum below.

Asystbio LLC Management Changes Memorandum

The purpose of this memorandum is to present a framework for the departure of Asystbio LLC managing members. The intent is to be fair and amicable to the departing members while allowing continuous opportunity to collaborate on current and future projects.

[The defendants] recommend that [Slarti and friends] review and accept the following:

1. Removal of equity interest and management responsibilities in ex- change for warrants that represent an equitable split.

2. Create a workable form of remuneration between companies.

3. Assumptions offered to both company entities (Asystbio & Adderstone)

....(a) 3 years compensation for any and all revenues of a fixed 7% profit sharing of all revenue. Excludes investment monies.

....(b) A potential Warrant issue of up to 18% which represents the 3 Asystbio departing members current shares.
i. A warrant issue from Adderstone is yet to be negotiated

....(c) Options of compensation for members participating in each others Company.
i. Additional warrant transfers: Whereas 1 warrant in exchange of 100 hours (1 warrant = .007% of revenue sharing)
ii. Fee per services basis at a rate TBD
iii. Participation by members of one company in the other is strictly voluntary.

....(d) Asystbio LLC retains the Asystbio LLC name, logos, domains, sales marks, trademarks, registrations, etc. in perpetuity.

....(e) Asystbio LLC retains the rights to Mímir and Adderstone LLC (or its commensurate successor entity) retains the rights to Symple Cell.

...(f ) Both companies are otherwise free to pursue business interests exclusive of those assignments of intellectual property and proprietary information.

We look forward to meeting Sunday to discuss how we move to find an amicable split that is benefcial for all parties.

Sincerely

[The defendants]
I typically refer to this as the "schism offer". I think you may notice similarities to the settlement agreement. I couldn't possibly comment. Except that I did, and it too, also, is in the record. Now, you may have wondered, "yeah, Slarti does go on when he's here, but is he really like that in meatspace?" Here's your answer:
Slarti wrote:I built AsystBio and assembled you all for a single purpose: getting the opportunity to test [redacted]'s vision for fighting cancer on its merits. I have never wavered in this goal or mislead any of you in any way. If any of you had come to me with a better opportunity outside the company I would have encouraged you to take it, even if that was bad for AsystBio or me personally. All along the way, I have preached integrity, transparency and professionalism and have demonstrated those qualities by my actions. I have sought consensus and open discussion at all times, never acting outside the will of the group when I was the sole named officer of AsystBio or overstepping my legitimate authority once we began acting in regular order.

Having secured the opportunity to pitch a plan to develop custom cancer drugs to the head of research for Eli Lilly (with Oracle's support, no less) I have justified the trust that was placed in me and demonstrated my ability to follow through on my plan. As a result, we stand on the cusp of potentially taking a significant step in the fight against cancer.

While AML-MutationCounter is not required for the Lilly play, it can be naturally included in this pitch and, if it were, any interest from Eli Lilly (in addition to the support Oracle has already indicated its willingness to supply) would, in my opinion, allow AsystBio to make a very strong resubmission the STTR possibly even as a fast track or even a direct to phase II if Lilly was willing to fund the phase I experiments.

I don't want to take anyone down this road who isn't a willing participant, but I think every single person involved in this should ask themselves what is the most effective way for AsystBio to fight cancer and whether or not they wish to be a part of it. Even if your reasons for participation are purely selfish, the plan most likely to succeed is also the plan most likely to be lucrative.

In any case, it is time to get everything out in the open and discuss it so that a viable plan that is fair to everyone can be determined. I have started with my thoughtful response to this agenda below. It is my hope that we can restore the communication that has been so lacking amongst all of the stakeholders in AsystBio and find a way to move forward amicably, if not together.

Sincerely,

Slarti

I have reviewed this agenda and find it astonishingly unprofessional and inappropriate. As a result, there is no framework for discussion nor business that can be conducted so [Everalm and Slarti] (and [redacted] as earlier indicated) will not attend.

As I have said, fair deals require everyone knowing what everyone else is doing and everyone doing the best thing for themselves. This proposal doesn't provide for this or for any context in which to negotiate such a deal. In addition, it ignores critical issues which must be resolved in order to move forward as well as attempting to dictate unfair and unworkable terms regarding subjects which have no part of the negotiation regarding AsystBio.

First and foremost, any honest proposal regarding the division of equity (or revenue) must describe the business and investment plan intended to generate the return on those shares. In order to approach investors legally, the SEC requires documentation that would satisfy a savvy investor. In the absence of this (or a good faith effort), I don't believe that anyone has an obligation to treat warrants as having any value.

Here is a list of some of the other problems with this offer:

AdderStone is not a party to this negotiation, nor is what anyone does after leaving AsystBio pertinent or appropriate to be dictated. Even if it were, the proposal for collaboration is completely unworkable.

The proposal mentions Mímir and Symple Cell, two intellectual properties that AsystBio in no way controls. While I have consistently advocated that the company negotiate for these rights (and appropriate compensation), the leadership of AsystBio refused to do so and thus should not have mentioned them.

This offer was made with no discussions to establish the issues under contention, set the context of the negotiation or understand the positions of any of the other concerned parties. In my opinion, this is an example of the very worst of business practice. Transparency and open discussion are hallmarks of honest negotiations and fair deals.

Before any discussion of dividing AsystBio can take place, the contributions (both financial and sweat) of the various parties in building AsystBio must be established. Frankly, the failure to acknowledge my six years of full time work and roughly $100K I have put into AsystBio is insulting, but the arrogance and negligence of ignoring people who were made promises in good faith by AsystBio with the full support of the management committee (and who provided what they were asked (or more) in return is unacceptable. I have been asking the management committee to deal with this important outstanding issue for the last nine months, and the AsystBio leadership has failed to do so.

[Everalm] sought and received permission from his company to join AsystBio. This brought the very significant value of his expertise to the table, which is to b e thrown away without discussion under this plan.

None of the parties (either the other managers, minor stakeholders, people with options for equity or those who contributed financially) were considered or even contacted to discuss what led to this split and why it is necessary or the merits of the plan that underlies this offer.

AsystBio is currently bound by an operating agreement that everyone agrees is
flawed. This must be addressed as a part of any plan to move forward.

In addition, there are important issues that are completely ignored.

Most importantly, the STTR was not mentioned. As Bill should be aware from the BBCetc class, an STTR proposal is the property of the company, not the PI. Under the proposed plan, should the STTR b e funded, the money would be deposited into the AsystBio bank account (to which I have sole access). This is merely one of the ways that liability could attach to AsystBio or individual managers. As such, I formally request a copy of the proposal as submitted as the last few that Bill sent around were in an unreadable format.

The domain AsystBio.com and the content on the website.

AsystBio is making a sales play to Eli Lilly with Oracle's support and through their sales channel. This has been accomplished with the full and enthusiastic support of the management committee and within the guidelines they set (i.e. without committing AsystBio to anything). This is a relationship that has been a year in the making and the idea that AdderStone could be simply swapped out for AsystBio is naive.

The management structure of AsystBio as laid out in the operating agreement cannot b e supported by a valid business plan (nor can the management structure in the proposal). To go forward this must be addressed by outlining a plan regarding what roles the company needs filled going forward and when, what the people filling those roles will need to produce, what expertise they will require and what milestones they will have to achieve before any equity offered in compensation will vest.

In light of the above, the current equity distribution is no longer tenable.

A framework for renegotiating this must be agreed to. I believe that a fair basis for doing so is that everyone who has participated up to this point gets an "entitlement" of fully vested equity for which they have no required responsibilities to collect. I also think that both [redacted] and [redacted]should be included in this for their work for AsystBio in good faith. In addition to the managers, this agreement would also need to include [redacted], [redacted], [redacted], [redacted] (as a member of the board of advisors, he was promised the option to purchase equity by the consensus of the AsystBio managers) and [redacted] (holds a note which may be converted into equity).

In the future, I think that it is necessary to determine how equity will be used as an incentive to attract employees or corporate officers. I don't believe anyone should receive vested equity for a job unless they have past experience outside the company that demonstrates their competence or until they have sufficiently demonstrated their ability to perform as members of AsystBio.

No future offers will be considered until all of these points have been addressed
This email was sent approximately 15 minutes before the meeting was supposed to begin at 2:30pm. Just after midnight, we received the following email "minutes" from a management committee meeting that had been held in our absence and in violation of the quorum rules we all agreed to. There was absolutely no due process prior to this. The previous action of the management committee in regular order was to authorize an executive committee in late January/early February. The executive committee met only once, on February 24, 2016. The very same day that a fraudulent LinkedIn account was created in the name of one of my co-plaintiffs. One of our colleagues, I'll call him Buddha-is-Belgian, is the only person who had means, motive, and opportunity to create the account. My lawyer is currently asking LinkedIn for additional information (they have been very helpful) which I hope will include an email account which is linked to the ID theft and possibly even communications in which one of the plaintiffs was impersonated to my postdoctoral mentor. When I told my mom about this, her advice was to go to the FBI. I wouldn't disregard a Jewish mother -- particularly MY Jewish mother -- but it wasn't my identity so it isn't my call. But on to the action that precipitated the lawsuit:

Meeting Minutes: 17-Apr-2016 AsystBio Management Board

Attendance: [some folks]

Absent: Slarti and his friends

Based on the email response from Slarti and in accordance with the management board agenda to 'Discuss and Decide the future AsystBio Company Structure'. The following motions were put to a vote and passed.

1. Revoking Slarti and [redacted]'s management authority and removing them from the management board, for cause, namely non-compliance to follow the course prescribed by the Management Board; specifically not following the constraints of a consensus vote and involvement of all executive committee members were needed to move forward with negotiations & decisions.

2. Disbanding the executive committee and consequent to that all contract or negations with Oracle, Lilly or any other party without pre- approval from the management board.

3. Motion to adjourn

Tabled Decision - When and how to inform Oracle of the New Company Structure
A couple of days earlier, I had gotten the final piece in a plan that I thought had the potential to effectively cure cancer. I asked my contact at Oracle if I could get the idea in front of Eli Lilly. He asked me for 3 paragraphs describing the project, which I provided (below). He passed it along and told me that it would take six months or a year, but it would result in the idea getting presented to the Vice President of Research of Eli Lilly with the full support of Oracle (and likely another company that was in the Oracle Partner Network) including making all of our demos. That's what Oracle had already begun to deliver on. After that, they were talking about giving us access to a billion-dollar-a-year sales channel to sell AsystBio use cases using Oracle products. Instead, when Eli Lilly replied that they were interested Oracle had to tell them that the expertise was gone. Everalm once speculated that Oracle may have a case for restraint of trade.

The plan that I came up with and that Oracle passed to Eli Lilly:
AsystBio has submitted a small business grant proposal to develop AML- MutationCounter, a molecular test to detected of acute myeloid leukemia. Standard tests only reveal disease levels above a 5% background, but by use of a custom NGS pipeline on targeted AML markers, the sensitivity can be improved to near 0.1%. This allows the determination of which patients (after initial treatment) have been cured and which will relapse relatively quickly, information which leads to reduced treatment costs and improved patient outcomes.

To further improve outcomes, it would be desirable to predict which patients will be cured and which will relapse before the initial treatment is performed. There are several DNA damage checkpoints that are known to protect cells from chemotherapeutic agents and radiation. Thus mutations that cause functional changes in one of the proteins involved in a checkpoint which enhance checkpoint function will tend to make treatment less effective and those that degrade checkpoint function will result in more effective killing of cancer cells. AsystBio could create a database of mutations observed in publicly available genomes and their impact on checkpoint function that could then be used to predict the effectiveness of treatment based on the targeted sequencing of a patient’s DNA.

Finally, AsystBio could provide a pharmaceutical development service to help produce a treatment customized to a patient’s needs. We have established a methodology for creating simulations of biochemical pathways as well as proof-of-concept for tools to use them to perform virtual experiments. Combining the information on mutations that was generated with what is known about the interactions that comprise DNA damage checkpoints, computational models can be constructed and validated with data on the accuracy of the treatment predictions. The efficacy of treatment for patients predicted to relapse could be improved by use of a custom adjuvant to reduce the effectiveness of one or more of the DNA damage checkpoints. By perform- ing virtual experiments to systematically test the effect of combinations of chemical entities, the ones most likely to produce successful treatment can be identified. Not only would this guide the development process down more productive paths, saving time and money, but it would allow drugs tailored to a patient’s DNA.
But that was a long time ago. My plans aren't so modest anymore.

Much, much more will be revealed...


Any followup questions?
:towel:
"Strategy without tactics is the slowest route to victory. Tactics without strategy is the noise before defeat."
---Sun Tzu (quoting Thomas Jefferson)
nam-myoho-renge-kyo---Thomas Jefferson (quoting Slartibartfast)

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Whatever4
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Re: AsystBio LLC case

#23

Post by Whatever4 » Sat Mar 09, 2019 1:59 am

Is there a simple one paragraph answer to RC’s question? What’s the elevator version?
"[Moderate] doesn't mean you don't have views. It just means your views aren't predictable ideologically one way or the other, and you're trying to follow the facts where they lead and reach your own conclusions."
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Mr Brolin
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Re: AsystBio LLC case

#24

Post by Mr Brolin » Sat Mar 09, 2019 3:01 am

Having read this and previous posts a summary appears to be, Mr Slarti please feel free to correct.

Mr S had, post his successful educational and other efforts come up with a novel and apparently commercially viable toolset that could have significant impact on the fight against cancer/cancers

M S, with others,set up a company called Asystbio as a vehicle to develop, manage and then sell said toolset with Mr S at the helm

One or more of the other founders, over time manoeuvred to progressively sideline both Mr S and the toolset deliverables

Around this time one or more grants of money were applied for and granted, one assumes with the name and imprimatur of Mr S attached

At a moment in time, the toolset had reached a maturity to show to Oracle who believed in the product sufficiently to do an initial pitch to Eli Lilley

At the moment this is occurring the ruffians in Asystbio launch an unsupported management coup against Mr S and, in effect kick him out of his company whilst retaining the name, grant monies and one assumes the IP of the toolset

For reasons that I can assume made sense to the evil doers but I simply can't fathom based on the posts, the ne'er do wells then dropped the Oracle/Eli Lilley tie in whilst filching or otherwise retaining the grant monies. For all I know they blew it all on hookers and blow as is in the vernacular of yesterdays urban youth

Mr S, not unreasonably took exception and in the traditional manner engaged legal representation, one assumes for matters along the lines of loss of equity, loss of income actual and potential, misrepresentation and malevolent appropriation of the funds under Mr S's name, kicking kitties, drowning puppies and vile offenses against sartorial norms. (One may have made the last on up)

Mr S has legally prevailed, partook of the heady ale that is discovery, made various malicious actors squeal like the proverbial stuck pigs and has had his name, company name and assets returned along a token of filthy lucre. One assumes the matter of the filched grants has been severed from his name.

Mr S is content with what has occurred

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Slartibartfast
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Re: AsystBio LLC case

#25

Post by Slartibartfast » Sat Mar 09, 2019 3:42 am

Whatever4 wrote:
Sat Mar 09, 2019 1:59 am
Is there a simple one paragraph answer to RC’s question? What’s the elevator version?
Crap. A tough question...

:think:

My former colleagues decided (for reasons) they didn't want to work with me and said they wanted to split the company and that, because... stuff, they should essentially get everything and I should get essentially nothing. About a week later, they applied for a small business grant in the name of the company, creating an asset that belonged to the company (and would later become a $220K federal grant). Then they made an offer to split the company which I considered "unprofessional and inappropriate". I explained why. At length. My former colleagues' response was to take a vote -- which was at the center of the lawsuit -- to remove myself and my colleague from the management of AsystBio for cause. It was an attack on my professional reputation that I could not ignore. And my friend's reputation as well. The settlement said it never happened.
"Strategy without tactics is the slowest route to victory. Tactics without strategy is the noise before defeat."
---Sun Tzu (quoting Thomas Jefferson)
nam-myoho-renge-kyo---Thomas Jefferson (quoting Slartibartfast)

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