Case 1:22-cv-00252-MSG Document 211-3 Filed 02/02/24 Page 1 of 7 PageID #: 14414
`Case 1:22-cv-00252-MSG Document 211-3 Filed 02/02/24 Page 1 of 7 PagelD #: 14414
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`EXHIBIT 3
`EXHIBIT 3
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`Case 1:22-cv-00252-MSG Document 211-3 Filed 02/02/24 Page 2 of 7 PageID #: 14415
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE DISTRICT OF DELAWARE
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`ARBUTUS BIOPHARMA CORPORATION
`and GENEVANT SCIENCES GMBH
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`Plaintiffs,
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`v.
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`MODERNA, INC. and MODERNATX,
`INC.,
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`Defendants.
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`C.A. No. 22-252-MSG
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`DECLARATION OF PETE ZORN
`IN SUPPORT OF JOINT MOTION TO SEAL
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`Case 1:22-cv-00252-MSG Document 211-3 Filed 02/02/24 Page 3 of 7 PageID #: 14416
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`I, Pete Zorn, hereby declare as follows:
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`I am the President and Chief Legal Officer of Genevant Sciences,
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`Inc.
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`(“Genevant”). I am familiar with Genevant’s collaborations with third parties to develop nucleic
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`acid medicines comprising Genevant’s lipid nanoparticle (“LNP”) technology. I am also familiar
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`with the personnel who are involved in Genevant’s patent filing and prosecution activities. I am
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`familiar with the fact that Genevant maintains information regarding Genevant’s collaborations
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`with third parties and regarding the filing and prosecution of patent applications as confidential
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`and I am familiar with Genevant’s efforts to protect its own confidential information and the
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`confidential information of third parties in its possession. I have personal knowledge of the facts
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`stated in this declaration and have become aware of such facts through my roles with Genevant.
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`If called upon to testify, I could and would competently testify thereto.
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`I write this declaration in support of Plaintiffs’ request to avoid disclosure of
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`sensitive and confidential information on the public record. I discuss below how and why
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`Genevant keeps information regarding its work with third parties and information regarding its
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`patent filing and prosecution activities confidential and the serious harm that would result to
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`Genevant from disclosure of this information to the public.
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`I have been provided and have reviewed the information that Plaintiffs propose to
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`have remained sealed/redacted that were filed as exhibits to Moderna’s Opposition to Plaintiffs’
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`Motion to Compel, filed under seal on January 17, 2024, specifically Exhibits F, K, M, and N
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`thereto. I have also been provided with a copy of Moderna’s Opposition, which Plaintiffs propose
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`to have remained sealed and/or redacted in part.
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`As I describe below, Exhibit F is a confidential letter from Genevant’s counsel to
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`counsel for Moderna that includes information about the documents that Genevant is producing in
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`2
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`Case 1:22-cv-00252-MSG Document 211-3 Filed 02/02/24 Page 4 of 7 PageID #: 14417
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`this case, Exhibit K is Genevant’s response to Moderna’s Request for Admission that contains a
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`confidential discussion regarding Plaintiffs’
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`agreement, Exhibit M
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`is a confidential
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`communication from Plaintiffs’ counsel regarding a patent application, and Exhibit N is a
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`confidential communication between certain individuals at Arbutus and Roivant, some of whom
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`later became Genevant employees, regarding a license agreement that Genevant entered into with
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`a third party.
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`Exhibit F is a confidential letter from Genevant’s counsel to counsel for Moderna
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`that includes information about the documents that Genevant is producing in this case. The letter
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`discloses specific details about Genevant’s licensing communications and its protection for third-
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`party confidentiality obligations in this case, the disclosure of which could potentially interfere
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`with Genevant's business and collaborations with third parties. Plaintiffs seek to redact lines 2–3
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`on page 5 of the PDF exhibit.
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`Exhibit K contains Genevant’s response to Moderna’s Requests for Admission
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`relating to Roivant Sciences Ltd.’s entitlement to receive reimbursement for its costs and expenses,
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`including legal fees, that it, or any of its affiliates, incurs in connection with this litigation.
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`Genevant’s response discloses specific information regarding a commercial agreement that has
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`been entered into between Plaintiffs. Plaintiffs seek to redact lines 5–9 on page 5 of the PDF
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`exhibit.
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`Exhibit M is a confidential communication from a Patent Specialist at Kilpatrick
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`Townsend & Stockton LLP, on which I am copied, regarding a patent application related to the
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`Patents-in-Suit. Kilpatrick Townsend & Stockton LLP is counsel for Plaintiffs regarding the
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`prosecution of certain patents, and this communication includes a discussion of an application
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`filed by Genevant, including specifically discussion regarding the payment of an Issue Fee and a
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`3
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`Case 1:22-cv-00252-MSG Document 211-3 Filed 02/02/24 Page 5 of 7 PageID #: 14418
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`Notice of Allowance from the U.S. Patent Office. Genevant’s approach to its patent filing and
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`prosecution, including the specific individuals and entities who participate in these activities, are
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`confidential business information. Plaintiffs seek to redact lines 4–7, 16, and 24–25 on Page 2 of
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`the PDF exhibit.
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`Exhibit N is a confidential email chain between individuals, some of whom became
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`Genevant employees, that includes details of the confidential discussions regarding a licensing
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`agreement that was subsequently entered into between Genevant and a third party. This discussion
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`reflects confidential information of the third party, the disclosure of which would be disruptive to
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`Genevant’s business relationships. This discussion also reflects Genevant’s confidential business
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`information regarding its licensing strategies. Plaintiffs seek to redact lines 3–6, 9–10, 14, 17–20,
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`and 23–33 on Page 2; lines 1, 5–6, and 8–44 on Page 3; and lines 1 and 3-11 on Page 4, all with
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`respect to the PDF exhibit.
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`Moderna’s Opposition refers to Plaintiffs’ confidential internal material including
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`describing the above confidential business information of Genevant and third parties. Plaintiffs
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`seek to redact a portion of lines 3–4 of Footnote 4 on page 3 referring to or reflecting this
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`confidential technical and/or business information.
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`Genevant considers information about its process and approach to patent filing and
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`prosecution to be confidential. Included as part of its patent process and approach are the specific
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`individuals who participate in pursuing intellectual property protection through the filing and
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`prosecution of patent applications. It is critical to Genevant that the Court maintain under
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`seal/redact Genevant’s confidential information. Genevant’s maintenance of its confidential
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`information related to its patent filing and prosecution activities is ongoing.
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`4
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`Case 1:22-cv-00252-MSG Document 211-3 Filed 02/02/24 Page 6 of 7 PageID #: 14419
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`Genevant and its predecessors conduct negotiations and collaborations with third
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`parties pursuant to confidentiality and non-disclosure agreements which obligates them to keep
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`confidential information received from such third parties confidential. It is critical to Genevant
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`that the Court maintain under seal Genevant’s confidential
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`information and confidential
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`information of its third-party collaborators. Genevant has spent substantial amounts of time and
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`money developing and maintaining these confidential relationships with third parties regarding
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`LNP research and development, and Genevant’s current and future collaborations would be
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`harmed by the disclosure of this confidential business and/or technical information. Genevant’s
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`collaborations and negotiations with third parties are ongoing.
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`Genevant takes measures to maintain the confidentiality of its patent filing and
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`prosecution activities and the confidential information of third parties. Employees of Genevant
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`enter into confidentiality obligations as part of their employment and are periodically reminded of
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`their obligations and that confidential information is to be maintained in confidence.
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`The information Plaintiffs seek to have remain under seal/redacted is confidential
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`and sensitive information that Genevant does not disclose publicly and wishes to remain
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`confidential. Genevant continues to pursue collaborative relationships with third parties in
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`connection with the research, development, and potential future sale of products related to LNP
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`technology, which is a highly competitive area. Genevant also continues to pursue appropriate
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`intellectual property protection to cover its inventions regarding LNP technology. Genevant has
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`spent significant resources to pursue the appropriate intellectual property to protect its inventions
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`and to build collaborative relationships with other third parties, and the release of confidential
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`information regarding these efforts to the public, including Genevant’s competitors, would
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`significantly harm Genevant.
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`5
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`Case 1:22-cv-00252-MSG Document 211-3 Filed 02/02/24 Page 7 of 7 PageID #: 14420
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`I have more than 20 years of experience in the pharmaceutical industry,
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`substantially all of which includes working to establish business relationships with other
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`companies and serving in a senior legal capacity with general management responsibility for patent
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`matters. Based on my personal knowledge and experience, I believe that disclosure of this
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`information would significantly harm Genevant by revealing confidential information to its
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`competitors and the public generally, and by interfering with Genevant’s ability to collaborate with
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`third parties in developing nucleic acid medicines using Genevant’s LNP technology. If the
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`confidential information were made public, Genevant’s competitors would gain an unfair
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`advantage with respect to understanding Genevant’s business strategies and that of Genevant’s
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`third-party collaborator. Genevant’s competitors would gain a significant advantage in creating
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`their own business strategies, which would put Genevant and its third-party collaborator at a
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`significant competitive disadvantage, causing them real and serious harm.
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`*
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`*
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`*
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`I declare under penalty of perjury under the laws of the United States of America that the
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`foregoing is true and correct to the best of my knowledge.
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`Dated: January 24, 2024
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`Pete Zorn
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`6
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