Jennifer,
I'm writing to confirm that we have successfully filed the Complaint on Penterra's behalf and to outline the immediate next steps in the litigation.
**Filing Confirmation**
On April 12, 2021, Calderwood & Harkness filed the Complaint for Declaratory Judgment on behalf of Penterra Pharmaceuticals Corp. against Vantage Medical Distribution, LLC in the Superior Court of Massachusetts, Business Litigation Session, Suffolk County. The matter has been assigned docket number **2184-CV-01537-BLS** and is before **Hon. Diane L. Costigan, J.**, who presides in the Business Litigation Session. Judge Costigan is experienced with complex commercial disputes, which should serve the case well.
**Summary of Claims**
As you know, the Complaint seeks a judicial declaration that the "Territory" as defined under the Exclusive Distribution Agreement dated July 1, 2017 is limited to the six New England states enumerated in Exhibit A to that agreement — Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, and Vermont — and that Vantage's distribution of Oncalaris® (pegvisomant-axel) in New York, New Jersey, and Pennsylvania was and is unauthorized under the Agreement. I've attached copies of the filed Complaint and the Civil Action Cover Sheet for your records.
**Service on Vantage**
Our next step is to effect service on Vantage at its principal office at 75 Cabot Road, Suite 310, Medford, MA 02155. The team is coordinating service via constable, or if more expedient, by certified mail. We expect service to be completed within the coming days. Once served, Vantage will have 20 days to file a responsive pleading under the Massachusetts Superior Court rules.
Based on Kenneth M. Rourke's March 22, 2021 response letter on behalf of Vantage, we anticipate that Vantage will be represented by Hargrove, Sinclair & Polk LLP and that HSP will enter an appearance promptly after service.
**Anticipated Response and Counterclaims**
Given the tone and substance of the Rourke letter, we fully expect Vantage to file counterclaims — potentially alleging breach of contract, breach of the implied covenant of good faith and fair dealing, and promissory estoppel, with a threatened damages figure of $35 million. I want to assure you that we have already been preparing for this contingency. Our team is well-positioned to respond to any counterclaims Vantage may assert, and we do not believe these claims have merit for the reasons we discussed during our pre-filing strategy sessions.
**Initial Case Management Conference**
The court will schedule an Initial Case Management Conference once all parties have appeared. Based on typical Business Litigation Session scheduling, we anticipate this will occur approximately 60–90 days after filing — likely sometime in June 2021. At the conference, the court will set the discovery schedule, potential motion deadlines, and a preliminary trial date if applicable. We will coordinate with opposing counsel regarding a proposed scheduling order in advance of that conference.
**Litigation Hold Reminder**
I want to take this opportunity to remind you of the importance of maintaining the litigation hold that was distributed internally at Penterra. As you'll recall, we previously circulated a draft litigation hold notice to key custodians, including Dr. Marcus Lindholm, Steven Kapoor, Rachel Mendez, and others. Could you please confirm that the hold remains in place and that all relevant custodians have acknowledged receipt? This is critical to ensuring the preservation of all potentially relevant documents and electronically stored information.
**Budget and Staffing**
The matter is proceeding within the parameters of our engagement letter dated March 29, 2021, and I'm pleased to report that fees to date remain well within the $750,000–$1,200,000 estimated budget range. We continue to manage staffing efficiently — Hannah Brinkley and Patrick Gallagher are handling day-to-day work under my and Priya Anand's supervision.
Please don't hesitate to call or email with any questions. If you'd like a more detailed walkthrough, I'm happy to schedule a call with the broader Penterra team — including Steven Kapoor or anyone else you think should be involved.
Best regards,
Linda Osei Partner Calderwood & Harkness LLP 1 Federal Street, 35th Floor Boston, MA 02110 Tel: (617) 555-4180 Email: losei@calderwoodharkness.com
Attachments: - complaint-for-declaratory-judgment.docx - civil-action-cover-sheet.docx