PRLN'S AMMENDED COMPLAINT PART II
SIXTH CAUSE OF ACTION
Breach of Contract
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81. Paracelsian repeats and realleges herein the allegations set
forth in paragraphs 1 through 80 above.
82. Babish and Paracelsian entered into a valid and legally-
binding Confidentiality Agreement dated October 12, 1992 (the
"Agreement").
83. The Agreement was in force and effect up to and through
and including Babish's resignation on March 17, 1997, and
thereafter.
84. The Agreement prohibits Babish from engaging in certain
acts, including without limitation, the following:
a. disclosing any confidential information or material relating to Paracelsian either during or after Babish's employment with Paracelsian;
b. using or permitting the use of any confidential information for the benefit of a direct competitor of Paracelsian;
c. possessing any records of inventions, ideas, concepts,
discoveries, developments, process and methods in the form of
notes, sketches, drawings, data reports, models, samples,
equipment or customer lists upon termination of Babish's
employment with Paracelsian; and
d. engaging in employment with any competitor of
Paracelsian for a period of one year after the termination of
employment with Paracelsian without prior permission of the
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company.
85. The Agreement provides expressly that certain of its terms
including those regarding confidentiality survive and continue
unabated after the termination of the employment relationship.
86. Pursuant to paragraph 12 of the Agreement, Babish
consented to the use of injunctive relief to enforce the Agreement,
and Babish agreed and acknowledged that any breach of the
Agreement "shall constitute irreparable harm to Paracelsian [.]"
87. Upon information and belief, Babish has disclosed
confidential information relating to Paracelsian in violation of the
Agreement.
88. Upon information and belief, Babish has used or permitted
to be used confidential information for the benefit of a direct
competitor of Paracelsian in violation of the Agreement.
89. Upon information and belief, Babish has maintained
possession of property of Paracelsian after his resignation and has
failed to return all such property in violation of the Agreement.
90. Upon information and belief, Babish has created and/or is
employed by a direct competitor of Paracelsian in the biotechnology
industry within one year after the termination of Babish's
employment with Paracelsian in violation of the Agreement.
91. Upon information and belief, Babish has disclosed and will
continue to disclose inventions, ideas, concepts, discoveries,
developments, processes or methods (patentable or not) which
relate to
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the actual or anticipated business or research and development of
Paracelsian in violation of the Agreement.
92. As a direct and proximate result of Babish's breach of the
Agreement, Paracelsian has suffered and is likely to continue to
suffer monetary loss and irreparable harm as alleged above.
SEVENTH CAUSE OF ACTION
Theft of Trade Secrets
93. Paracelsian repeats and realleges herein the allegations set
forth in paragraphs 1 through 92 above.
94. Paracelsian possessed exclusive and lawful title to formulas, patterns, devices, data, and other information that was used and or developed in Paracelsian's business and which were kept secret as appropriate by Paracelsian ("trade secrets").
95. These trade secrets were entrusted to Babish in the course
of Paracelsian's business.
96. Babish obtained access to many of these trade secrets solely
because of his status as Chief Science Officer, Vice President, and
member of the Board of Directors.
97. The trade secrets obtained by Babish afford him an
advantage over other competitors of Paracelsian's to whom
that information is not available.
98. Upon information and belief, Babish has in his
possession certain of Paracelsian's trade secrets, and has
employed some of the same in the course of conducting his
own affairs and/or in
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the course of conducting business through "ParaDocs" or
another entity.
99. Paracelsian has been harmed and will continue to be
harmed by Babish's continued use of misappropriated trade
secrets, and is entitled to compensatory damages therefore.
100. Paracelsian is entitled to equitable relief including
without limitation an injunction whereby Babish is prohibited
from utilizing trade secrets wrongfully appropriated from
Paracelsian.
EIGHTH CAUSE OF ACTION
Conversion
101. Paracelsian repeats and realleges herein the allegations set forth in paragraphs 1 through 100 above.
102, While employed by Paracelsian, Babish had
access to certain property of the company, including without
limitation, its business records, trade secrets, research
notations, records of patent searches, computer data and
information, patents, patent applications, notes and other
memoranda leading to patentable ideas, and other
intellectual property ("company property").
103. This company property belongs solely to
Paracelsian.
104. Without the consent of Paracelsian, Babish
intentionally and wrongfully removed company property form
the Paracelsian premises.
105. Paracelsian has been damaged by this removal of
its
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property.
106. Paracelsian therefore is entitled to replevin of the
company property and compensatory damages.
WHEREFORE, plaintiff Paracelsian, Inc. hereby prays
for the following relief:
a. an order permanently enjoining Babish and/or anyone
acting in cooperation with Babish from acquiring control of
Paracelsian and compelling Babish to conform to his
contractual and common law duties as described above;
b. awarding Paracelsian compensatory damages in an
amount to be determined at trial;
c. awarding Paracelsian awarding Paracelsian
exemplary damages as permitted by law in an amount to be
determined at trial;
d. awarding Paracelsian reimbursement of its costs and
attorneys fees incurred in redressing the above-described
occurrences; and
e. awarding such other and further relief to Paracelsian
as the Court may deem just and proper.
JURY DEMAND
The plaintiff hereby demands a trial by jury of all
issues
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in the case which are so triable by a jury.
Dated: Ithaca, New York
May 21, 1997
BROWN, PINNISI & MICHAELS, P.C.
Attorneys for Plaintiff
By:
Michael D. Pinnisi
118 North Tioga Street, Suite 500
Ithaca, New York 14850
Telephone: (607) 256-2000
Bar Roll No. 505288
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